Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
   
 
Form 10-Q  
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014 OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
Commission File Number: 001-35107
 
APOLLO GLOBAL MANAGEMENT, LLC
(Exact name of Registrant as specified in its charter)  
 
Delaware
 
20-8880053
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
9 West 57th Street, 43rd Floor
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 515-3200
(Registrant’s telephone number, including area code)
 
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x   No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  
Large accelerated filer
 
T
 
Accelerated filer
 
¨
Non-accelerated filer
 
o   (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   T
A s of May 9, 2014 there were 149,102,653 Class A shares and 1 Class B share outstandi ng.


Table of Contents


 
TABLE OF CONTENTS
 
 
 
Page
PART I
FINANCIAL INFORMATION
 
 
 
ITEM 1.
FINANCIAL STATEMENTS
 
 
 
 
 
Unaudited Condensed Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 1A.
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
PART II
 
 
 
ITEM 1.
 
 
 
ITEM 1A.
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
ITEM 5.
 
 
 
ITEM 6.
 
 














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Forward-Looking Statements
This quarterly report may contain forward looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, discussions related to Apollo’s expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this quarterly report, the words “believe,” “anticipate,” “estimate,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to our dependence on certain key personnel, our ability to raise new private equity, credit or real estate funds, market conditions generally, our ability to manage our growth, fund performance, changes in our regulatory environment and tax status, the variability of our revenues, net income and cash flow, our use of leverage to finance our businesses and investments by our funds and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in the Company's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 3, 2014; as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this quarterly report and in other filings. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Terms Used in This Report
In this quarterly report, references to “Apollo,” “we,” “us,” “our” and the “Company” refer collectively to Apollo Global Management, LLC, a Delaware limited liability company, and its subsidiaries, including the Apollo Operating Group and all of its subsidiaries;
“AMH” refers to Apollo Management Holdings, L.P., a Delaware limited partnership, that is an indirect subsidiary of Apollo Global Management, LLC;
“Apollo funds” and “our funds” refer to the funds, alternative asset companies and other entities that are managed by the Apollo Operating Group;
“Apollo Operating Group” refers to (i) the limited partnerships through which our Managing Partners currently operate our businesses and (ii) one or more limited partnerships formed for the purpose of, among other activities, holding certain of our gains or losses on our principal investments in the funds, which we refer to as our “principal investments”;
“Assets Under Management,” or “AUM,” refers to the investments we manage or with respect to which we have control, including capital we have the right to call from our investors pursuant to their capital commitments to various funds. Our AUM equals the sum of:
(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 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;
(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 that 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.

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Our AUM measure includes Assets Under Management for which we charge either no or nominal fees. Our definition of AUM is not based on any definition of Assets Under Management contained in our operating agreement or in any of our Apollo fund management agreements. We consider multiple factors for determining what should be included in our definition of AUM. Such factors include but are not limited to (1) our ability to influence the investment decisions for existing and available assets; (2) our ability to generate income from the underlying assets in our funds; and (3) the AUM measures that we use internally or believe are used by other investment managers. Given the differences in the investment strategies and structures among other alternative investment managers, our calculation of AUM may differ from the calculations employed by other investment managers and, as a result, this measure may not be directly comparable to similar measures presented by other investment managers;
Fee-generating AUM consists of assets that we manage and on which we earn management fees or monitoring fees pursuant to management agreements on a basis that varies among the Apollo funds. Management fees are normally based on “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted cost of all unrealized portfolio investments,” “capital commitments,” “adjusted assets,” “stockholders’ equity,” “invested capital” or “capital contributions,” each as defined in the applicable management agreement. Monitoring fees, also referred to as advisory fees, are generally based on the total value of certain structured portfolio company investments, which normally include leverage, less any portion of such total value that is already considered in fee-generating AUM.
Non-fee generating AUM consists of assets that do not produce management fees or monitoring fees. These assets generally consist of the following:
(i)
fair value above invested capital for those funds that earn management fees based on invested capital;
(ii)
net asset values related to general partner and co-investment ownership;
(iii)
unused credit facilities;
(iv)
available commitments on those funds that generate management fees on invested capital;
(v)
structured portfolio company investments that do not generate monitoring fees; and
(vi)
the difference between gross asset and net asset value for those funds that earn management fees based on net asset value.
Carry Eligible AUM refers to the AUM that may eventually produce carried interest income. All funds for which we are entitled to receive a carried interest income allocation are included in Carry Eligible AUM, regardless of whether or not they are currently generating carried interest income. Carry Eligible AUM includes available capital for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements that is not currently part of the NAV or fair value of investments that may eventually produce carried interest income.

Carry Generating AUM refers to AUM that is currently generating carried interest income or is above its hurdle rate or preferred return. Carry Generating AUM does not include uncalled commitments because they are not part of the NAV or fair value of investments that are currently generating carried interest income.
We use non-fee generating AUM combined with fee-generating AUM as a performance measurement of our investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs. Non-fee generating AUM includes assets on which we could earn carried interest income;
“carried interest,” “carried interest income,” and “incentive income” refer to interests granted to Apollo by an Apollo fund that entitle Apollo to receive allocations, distributions or fees which are based on the performance of such fund or its underlying investments;
“Contributing Partners” refer to those of our partners and their related parties (other than our Managing Partners) who indirectly beneficially own (through Holdings) Apollo Operating Group units;
“feeder funds” refer to funds that operate by placing substantially all of their assets in, and conducting substantially all of their investment and trading activities through, a master fund, which is designed to facilitate collective investment by the participating feeder funds. With respect to certain of our funds that are organized in a master-feeder structure, the feeder funds are permitted to make investments outside the master fund when deemed appropriate by the fund’s investment manager;
“gross IRR” of a private equity fund represents the cumulative investment-related cash flows for all of the investors in the fund on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on March 31, 2014 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, carried interest and certain other fund expenses (including interest incurred by the fund itself) and measures the returns on

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the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors;
“Holdings” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership through which our Managing Partners and Contributing Partners indirectly beneficially own their interests in the Apollo Operating Group units;
“Managing Partners” refer to Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and, when used in reference to holdings of interests in Apollo or Holdings, includes certain related parties of such individuals;
“net IRR” of a private equity fund means the gross IRR applicable to all investors, including related parties which may not pay fees, net of management fees, organizational expenses, transaction costs, and certain other fund expenses (including interest incurred by the fund itself). The realized and the estimated unrealized value is adjusted such that up to 20.0% of the unrealized gain is allocated to the general partner, thereby reducing the balance attributable to fund investors’ carried interest all offset to the extent of interest income, and measures returns based on amounts that, if distributed, would be paid to investors of the fund, to the extent that a private equity fund exceeds all requirements detailed within the applicable fund agreement;
“net return” represents the calculated return that is based on month-to-month changes in net assets and is calculated using the returns that have been geometrically linked based on capital contributions, distributions and dividend reinvestments, as applicable;
“our manager” means AGM Management, LLC, a Delaware limited liability company that is controlled by our Managing Partners;
“permanent capital” means capital of publicly traded vehicles that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law, such as AP Alternative Assets, L.P. ("AAA"), Apollo Investment Corporation ("AINV"), Apollo Commercial Real Estate Finance, Inc. ("ARI"), Apollo Residential Mortgage, Inc. ("AMTG"), Apollo Tactical Income Fund Inc. ("AIF"), and Apollo Senior Floating Rate Fund Inc. ("AFT"); such publicly traded vehicles may be required, or elect, to return all or a portion of capital gains and investment income;
“private equity investments” refer to (i) direct or indirect investments in existing and future private equity funds managed or sponsored by Apollo, (ii) direct or indirect co-investments with existing and future private equity funds managed or sponsored by Apollo, (iii) direct or indirect investments in securities which are not immediately capable of resale in a public market that Apollo identifies but does not pursue through its private equity funds, and (iv) investments of the type described in (i) through (iii) above made by Apollo funds; and
“Strategic Investors” refer to the California Public Employees’ Retirement System, or “CalPERS,” and an affiliate of the Abu Dhabi Investment Authority, or “ADIA.”

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APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS
OF FINANCIAL CONDITION (UNAUDITED)
(dollars in thousands, except share data)
 
March 31,
2014
 
December 31, 2013
Assets:
 
 
 
Cash and cash equivalents
$
1,126,141

 
$
1,078,120

Cash and cash equivalents held at consolidated funds
4,000

 
1,417

Restricted cash
9,244

 
9,199

Investments
2,640,676

 
2,393,883

Assets of consolidated variable interest entities:
 
 
 
Cash and cash equivalents
1,053,958

 
1,095,170

Investments, at fair value
14,254,534

 
14,126,362

Other assets
651,506

 
280,718

Carried interest receivable
1,923,698

 
2,287,075

Due from affiliates
388,180

 
317,247

Fixed assets, net
39,128

 
40,251

Deferred tax assets
631,011

 
660,199

Other assets
55,247

 
44,170

Goodwill
49,243

 
49,243

Intangible assets, net
85,816

 
94,927

Total Assets
$
22,912,382

 
$
22,477,981

Liabilities and Shareholders’ Equity
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued expenses
$
72,421

 
$
38,159

Accrued compensation and benefits
50,819

 
41,711

Deferred revenue
337,120

 
279,479

Due to affiliates
547,058

 
595,371

Profit sharing payable
894,082

 
992,240

Debt
750,000

 
750,000

Liabilities of consolidated variable interest entities:
 
 
 
Debt, at fair value
12,528,255

 
12,423,962

Other liabilities
914,523

 
605,063

Other liabilities
31,182

 
63,274

Total Liabilities
16,125,460

 
15,789,259

Commitments and Contingencies (see note 14)


 
 
Shareholders’ Equity:
 
 
 
Apollo Global Management, LLC shareholders’ equity:
 
 
 
Class A shares, no par value, unlimited shares authorized, 148,952,653 shares and 146,280,784 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively

 

Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at March 31, 2014 and December 31, 2013

 

Additional paid in capital
2,495,338

 
2,624,582

Accumulated deficit
(1,496,949
)
 
(1,568,487
)
Appropriated partners’ capital
1,515,147

 
1,581,079

Accumulated other comprehensive income
91

 
95

Total Apollo Global Management, LLC shareholders’ equity
2,513,627

 
2,637,269

Non-Controlling Interests in consolidated entities
2,983,743

 
2,669,730

Non-Controlling Interests in Apollo Operating Group
1,289,552

 
1,381,723

Total Shareholders’ Equity
6,786,922

 
6,688,722

Total Liabilities and Shareholders’ Equity
$
22,912,382

 
$
22,477,981

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS (UNAUDITED)
(dollars in thousands, except share data)

 
Three Months Ended 
 March 31,
 
2014
 
2013
Revenues:
 
 
 
Advisory and transaction fees from affiliates, net
$
116,065

 
$
47,419

Management fees from affiliates
209,791

 
150,447

Carried interest income from affiliates
165,544

 
1,111,207

Total Revenues
491,400

 
1,309,073

Expenses:
 
 
 
Compensation and benefits:
 
 
 
Equity-based compensation
58,978

 
45,286

Salary, bonus and benefits
80,530

 
73,396

Profit sharing expense
103,959

 
423,620

Total Compensation and Benefits
243,467

 
542,302

Interest expense
3,114

 
7,518

Professional fees
19,452

 
16,060

General, administrative and other
24,678

 
22,941

Placement fees
1,786

 
9,358

Occupancy
9,903

 
9,805

Depreciation and amortization
11,719

 
14,618

Total Expenses
314,119

 
622,602

Other Income:
 
 
 
Net gains from investment activities
223,408

 
52,133

Net gains from investment activities of consolidated variable interest entities
47,735

 
47,861

Income from equity method investments
22,910

 
27,790

Interest income
3,328

 
3,091

Other income, net
17,531

 
1,298

Total Other Income
314,912

 
132,173

Income before income tax provision
492,193

 
818,644

Income tax provision
(32,549
)
 
(18,579
)
Net Income
459,644

 
800,065

Net income attributable to Non-controlling Interests
(387,475
)
 
(551,087
)
Net Income Attributable to Apollo Global Management, LLC
$
72,169

 
$
248,978

Net Income Per Class A Share:
 
 
 
Net Income Available to Class A Share – Basic
$
0.32

 
$
1.60

Net Income Available to Class A Share –Diluted
$
0.32

 
$
1.59

Weighted Average Number of Class A Shares – Basic
147,776,519

 
131,249,034

Weighted Average Number of Class A Shares – Diluted
147,776,519

 
136,019,801

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (UNAUDITED)
(dollars in thousands, except share data)
 
Three Months Ended 
 March 31,
 
2014
 
2013
Net Income
$
459,644

 
$
800,065

Other Comprehensive Loss, net of tax:
 
 
 
Net unrealized loss on available-for-sale securities (from equity method investment)
(4
)
 
(2
)
Total Other Comprehensive Loss, net of tax
(4
)
 
(2
)
Comprehensive Income
459,640

 
800,063

Comprehensive Income attributable to Non-Controlling Interests
(362,652
)
 
(512,845
)
Comprehensive Income Attributable to Apollo Global Management, LLC
$
96,988

 
$
287,218

See accompanying notes to condensed consolidated financial statements.

- 8 -


APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(dollars in thousands, except share data)
 
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, 2013
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

 

 
825

 

 

 

 
825

 

 

 
825

Capital increase related to equity-based compensation

 

 
34,290

 

 

 

 
34,290

 

 
9,702

 
43,992

Capital contributions

 

 

 

 

 

 

 
191,045

 

 
191,045

Distributions

 

 
(163,738
)
 

 
(43,332
)
 

 
(207,070
)
 
(20,431
)
 
(252,000
)
 
(479,501
)
Distributions related to deliveries of Class A shares for RSUs
2,091,339

 

 
(3
)
 
(22,813
)
 

 

 
(22,816
)
 

 

 
(22,816
)
Purchase of AAA shares

 

 

 

 

 

 

 
(62,326
)
 

 
(62,326
)
Net transfers of AAA ownership interest to (from) Non-Controlling Interests in consolidated entities

 

 
(1,930
)
 

 

 

 
(1,930
)
 
1,930

 

 

Satisfaction of liability related to AAA RDUs

 

 
1,036

 

 

 

 
1,036

 

 

 
1,036

Net income

 

 

 
248,978

 
38,242

 

 
287,220

 
27,599

 
485,246

 
800,065

Net loss on available-for-sale securities (from equity method investment)

 

 

 

 

 
(2
)
 
(2
)
 

 

 
(2
)
Balance at March 31, 2013
132,145,332

 
1

 
$
2,913,814

 
$
(1,915,855
)
 
$
1,760,270

 
$
142

 
$
2,758,371

 
$
2,031,029

 
$
1,386,301

 
$
6,175,701

Balance at January 1, 2014
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

Dilution impact of issuance of Class A shares

 

 
658

 

 

 

 
658

 

 

 
658

Capital increase related to equity-based compensation

 

 
58,682

 

 

 

 
58,682

 

 

 
58,682

Capital contributions

 

 

 

 

 

 

 
131,153

 

 
131,153

Distributions

 

 
(186,344
)
 

 
(90,755
)
 

 
(277,099
)
 
(27,803
)
 
(247,271
)
 
(552,173
)
Distributions related to deliveries of Class A shares for RSUs
2,671,869

 

 

 
(631
)
 

 

 
(631
)
 

 

 
(631
)
Purchase of AAA shares

 

 

 

 

 

 

 
(312
)
 

 
(312
)
Net transfers of AAA ownership interest to (from) Non-Controlling Interests in consolidated entities

 

 
(3,423
)
 

 

 

 
(3,423
)
 
3,423

 

 

Satisfaction of liability related to AAA RDUs

 

 
1,183

 

 

 

 
1,183

 

 

 
1,183

Net income

 

 

 
72,169

 
24,823

 

 
96,992

 
207,552

 
155,100

 
459,644

Net loss on available-for-sale securities (from equity method investment)

 

 

 

 

 
(4
)
 
(4
)
 

 

 
(4
)
Balance at March 31, 2014
148,952,653

 
1

 
$
2,495,338

 
$
(1,496,949
)
 
$
1,515,147

 
$
91

 
$
2,513,627

 
$
2,983,743

 
$
1,289,552

 
$
6,786,922

See accompanying notes to condensed consolidated financial statements.

- 9 -



APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(dollars in thousands, except share data)

 
2014
 
2013
Cash Flows from Operating Activities:
 
 
 
Net income
$
459,644

 
$
800,065

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Equity-based compensation
58,978

 
45,286

Depreciation and amortization
2,609

 
2,874

Amortization of intangible assets
9,110

 
11,744

Amortization of debt issuance costs
320

 
128

Unrealized gains from investment in HFA and other investments
(18,013
)
 
(3,660
)
Non-cash interest income
(871
)
 
(824
)
Income from equity awards received for directors’ fees
(67
)
 
(612
)
Income from equity method investments
(22,910
)
 
(27,790
)
Unrealized gain on market value on derivatives
(14,039
)
 

Change in fair value of contingent obligations
5,520

 
13,431

Deferred taxes, net
(7,426
)
 
15,877

Net loss on disposal of fixed assets
23

 

Changes in assets and liabilities:
 
 
 
Carried interest receivable
363,377

 
(672,897
)
Due from affiliates
(55,709
)
 
(16,812
)
Other assets
(11,397
)
 
(12,925
)
Accounts payable and accrued expenses
34,262

 
(3,122
)
Accrued compensation and benefits
9,512

 
(2,126
)
Deferred revenue
57,641

 
56,891

Due to affiliates
(67,448
)
 
(20,538
)
Profit sharing payable
(89,120
)
 
245,674

Other liabilities
5,179

 
9,430

Apollo Funds related:
 
 
 
Net realized gains from investment activities
(17,129
)
 
(51,172
)
Net unrealized gains from investment activities
(204,372
)
 
(72,982
)
Net realized (gains) losses on debt
(357
)
 
7,603

Net unrealized losses on debt
14,119

 
88,236

Distributions from investment activities

 
62,189

Change in cash held at consolidated variable interest entities
41,212

 
(37,631
)
Purchases of investments
(2,717,322
)
 
(2,464,952
)
Proceeds from sale of investments and liquidating distributions
2,580,260

 
2,541,951

Change in other assets
(370,788
)
 
35,867

Change in other liabilities
344,380

 
335,922

Net Cash Provided by Operating Activities
$
389,178

 
$
885,125

Cash Flows from Investing Activities:
 
 
 
Purchases of fixed assets
(1,520
)
 
(1,352
)
Proceeds from disposals of fixed assets
11

 

Cash contributions to equity method investments
(34,916
)
 
(39,318
)
Cash distributions from equity method investments
34,950

 
41,182

Change in restricted cash
(45
)
 
(50
)
Net Cash (Used in) Provided by Investing Activities
$
(1,520
)
 
$
462

Cash Flows from Financing Activities:
 
 
 
Principal repayments of debt and repurchase of debt

 
(107
)
Satisfaction of contingent obligations
(14,558
)
 

Distributions related to deliveries of Class A shares for RSUs
(631
)
 
(22,813
)
Distributions to Non-Controlling Interests in consolidated entities
(5,231
)
 
(3,616
)
Contributions from Non-Controlling Interests in consolidated entities

 
232

Distributions paid
(167,209
)
 
(144,277
)
Distributions paid to Non-Controlling Interests in Apollo Operating Group
(247,271
)
 
(252,000
)
Apollo Funds related:
 
 
 
Issuance of debt
1,023,967

 
332,250

Principal repayment of debt
(918,736
)
 
(911,775
)
Purchase of AAA shares
(312
)
 
(62,326
)
Distributions paid
(90,755
)
 
(43,332
)
Distributions paid to Non-Controlling Interests in consolidated variable interest entities
(12,471
)
 
(16,815
)
Contributions from Non-Controlling Interests in consolidated variable interest entities
96,153

 
190,813

Net Cash Used in Financing Activities
$
(337,054
)
 
$
(933,766
)
Net Increase (Decrease) in Cash and Cash Equivalents
50,604

 
(48,179
)
Cash and Cash Equivalents, Beginning of Period
1,079,537

 
947,451

Cash and Cash Equivalents, End of Period
$
1,130,141

 
$
899,272

Supplemental Disclosure of Cash Flow Information:
 
 
 
Interest paid
$
3,494

 
$
10,421

Interest paid by consolidated variable interest entities
39,328

 
31,618

Income taxes paid
1,644

 
1,432

Supplemental Disclosure of Non-Cash Investing Activities:
 
 
 
Non-cash contributions on equity method investments
$

 
$
816

Non-cash distributions from equity method investments
(702
)
 
(412
)
Change in accrual for purchase of fixed assets

 
1

Supplemental Disclosure of Non-Cash Financing Activities:
 
 
 
Declared and unpaid distributions
(19,135
)
 
(19,461
)
Non-cash contributions from Non-Controlling Interests in Apollo Operating Group related to equity-based compensation

 
9,702

Satisfaction of liability related to AAA RDUs
1,183

 
1,036

Net transfers of AAA ownership interest to Non-Controlling Interests in consolidated entities
3,423

 
1,930

Net transfer of AAA ownership interest from Apollo Global Management, LLC
(3,423
)
 
(1,930
)
Unrealized loss on available for sale securities (from equity method investment)
(4
)
 
(2
)
Capital increases related to equity-based compensation
58,682

 
34,290

Dilution impact of issuance of Class A shares
658

 
825

Tax benefits related to deliveries of Class A shares for RSUs

 
3

See accompanying notes to condensed consolidated financial statements.

- 10 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)


1 . ORGANIZATION AND BASIS OF PRESENTATION
Apollo Global Management, LLC (together with its consolidated subsidiaries, the “Company” or “Apollo”) is a global alternative investment manager whose predecessor was founded in 1990. Its primary business is to raise, invest and manage private equity, credit and real estate funds as well as strategic investment accounts ("SIAs"), on behalf of pension, endowment and sovereign wealth funds, as well as other institutional and individual investors. For these investment management services, Apollo receives management fees generally related to the amount of assets managed, transaction and advisory fees for the investments made and carried interest income related to the performance of the respective funds that it manages. Apollo has three primary business segments:
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.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and instructions to the Quarterly Report on Form 10-Q. The condensed consolidated financial statements and these notes are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities (“VIEs”) and for which the Company is considered the primary beneficiary, and certain entities which are not considered variable interest entities but which the Company controls through a majority voting interest. Intercompany accounts and transactions have been eliminated upon consolidation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the SEC.
Certain reclassifications, when applicable, have been made to the prior period's condensed consolidated financial statements and notes to conform to the current period's presentation and are disclosed accordingly.
Organization of the Company
The Company was formed as a Delaware limited liability company on July 3, 2007 and completed a reorganization of its predecessor businesses on July 13, 2007 (the “2007 Reorganization”). The Company is managed and operated by its manager, AGM Management, LLC, which in turn is indirectly wholly-owned and controlled by Leon Black, Joshua Harris and Marc Rowan (the "Managing Partners").
As of March 31, 2014 , the Company owned, through three intermediate holding companies that include APO Corp., a Delaware corporation that is a domestic corporation for U.S. Federal income tax purposes, APO Asset Co., LLC, a Delaware limited liability company that is a disregarded entity for U.S. Federal income tax purposes, and APO (FC), LLC, an Anguilla limited liability company that is treated as a corporation for U.S. Federal income tax purposes (collectively, the “Intermediate Holding Companies”), 39.4% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group through its wholly-owned subsidiaries.
A.P. Professional Holdings, L.P., a Cayman Islands exempted limited partnership ("Holdings") is the entity through which the Managing Partners and certain of the Company's other partners (the "Contributing Partners") indirectly beneficially own interests in each of the partnerships that comprise the Apollo Operating Group (“AOG Units”). As of March 31, 2014 , Holdings owned the remaining 60.6% of the economic interests in the Apollo Operating Group. The Company consolidates the financial

- 11 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

results of the Apollo Operating Group and its consolidated subsidiaries. Holdings’ ownership interest in the Apollo Operating Group is reflected as a Non-Controlling Interest in the accompanying condensed consolidated financial statements.
Apollo also entered into an exchange agreement with Holdings (as amended, the “Exchange Agreement”) that allows the holders of the AOG Units (and certain permitted transferees thereof), subject to the applicable vesting and minimum retained ownership requirements and transfer restrictions to exchange, upon notice (subject to the terms of the Exchange Agreement), their AOG Units for the Company’s Class A shares on a one-for-one basis up to four times each year, subject to customary conversion rate adjustments for splits, distributions and reclassifications. Under the Exchange Agreement, a holder of AOG Units must simultaneously exchange one partnership unit in each of the Apollo Operating Group partnerships to effectuate an exchange for one Class A share. As a holder exchanges its AOG Units, the Company’s indirect interest in the Apollo Operating Group will be correspondingly increased.
On May 15, 2013, the Company completed its public offering for resale of approximately 24.3 million Class A shares owned by the California Public Employees' Retirement System, or "CalPERS," and an affiliate of the Abu Dhabi Investment Authority (the "Strategic Investors") and certain of its Managing Partners, Contributing Partners and employees (collectively, the “Selling Shareholders”) at a price to the public of $25.00 per Class A share, which included approximately 3.2 million Class A shares sold by the Selling Shareholders upon the exercise in full of the underwriters' option to purchase additional shares (the “Secondary Offering”). In connection with the Secondary Offering, certain holders of AOG Units exchanged their AOG Units for Class A shares and approximately 8.8 million Class A shares were issued by the Company in the exchange. No proceeds were received by the Company from the sale of Class A shares by the Selling Shareholders in the Secondary Offering. All underwriting costs were borne by the Selling Shareholders.
As a result of the exchange of AOG Units into Class A shares from the Secondary Offering, the Company's economic interest in the Apollo Operating Group increased from 35.6% to 38.0% and Holdings' economic interest in the Apollo Operating Group decreased from 64.4% to 62.0% . The dilution of Holdings' economic interests in the Apollo Operating Group from the Secondary Offering resulted in a transfer of $50.8 million to Apollo Global Management, LLC's shareholders' equity from Non-Controlling Interests in the Apollo Operating Group. Additionally, as a result of the exchange of AOG Units into Class A shares, the Company recognized a step-up in tax basis of certain assets and liabilities. Similar to our 2007 Reorganization, the Company recognized an increase in the Company's deferred tax assets, tax receivable agreement liability and shareholders' equity as a result of the exchange of AOG Units into Class A shares.

2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation —The types of entities with which Apollo is involved generally include subsidiaries (i.e. general partners and management companies related to the funds the Company manages), entities that have all the attributes of an investment company (e.g., funds) and securitization vehicles (e.g., collateralized loan obligations). Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.
Pursuant to its consolidation policy, the Company first considers the appropriate consolidation guidance to apply including consideration of whether the entity qualifies for certain scope exceptions and whether the entity should be evaluated under either the previous rules on consolidation of variable interest entities (“VIEs”) or the amended consolidation rules depending on whether or not the entity qualifies for the deferral as further described below. The Company then performs an assessment to determine whether that entity qualifies as a VIE. An entity in which Apollo holds a variable interest is a VIE if any one of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk (as a group) lack either the direct or indirect ability through voting rights or similar rights to make decisions about a legal entity’s activities that have a significant effect on the success of the legal entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some investors are disproportionate to their obligation to absorb the expected losses of the legal entity, their rights to receive the expected residual returns of the legal entity, or both and substantially all of the legal entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities (“VOEs”) under the voting interest model.
Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest or through other means, including those VOEs in which the general partner is presumed to have control. Apollo does not consolidate those VOEs in which the presumption of control by the general partner has been overcome through either the granting of substantive

- 12 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

rights to the unaffiliated investors to either dissolve the fund or remove the general partner (“kick-out rights”) or the granting of substantive participating rights.
As previously indicated, the consolidation assessment, including the determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of Apollo's funds may qualify as VIEs whereas others may qualify as VOEs. The granting of substantive kick-out rights is a key consideration in determining whether an entity is a VIE and whether or not that entity should be consolidated. For example, when the unaffiliated holders of equity investment at risk of a fund with sufficient equity to permit the fund to finance its activities without additional subordinated financial support are not granted substantive kick-out rights and the Company is not part of the group of holders of equity investment at risk, the fund is generally determined to be a VIE, as the holders of equity investment at risk as a group lack the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the legal entity. Alternatively, when the unaffiliated holders of equity investment at risk are granted substantive kick-out rights, the fund is generally determined to be a VOE. However, in certain cases where the Company holds a substantive equity investment at risk in the fund, the fund may be determined to be a VOE even though substantive kick-out rights were not granted to the unaffiliated holders of equity investment at risk. In these cases, the Company is part of the group of holders of equity investment at risk and therefore the holders of equity investment at risk as a group do not lack the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the legal entity.
  If the entity is determined to be a VIE under the conditions above, the Company then assesses whether the entity should be consolidated by applying either the previous consolidation rules or the amended consolidation rules depending on whether the entity qualifies for the deferral of the amended consolidation rules as further described below.
VIEs that qualify for the deferral of the amended consolidation rules because certain conditions are met, including if the entities have all the attributes of an investment company and are not securitization or asset-backed financing entities, will continue to apply the previous consolidation rules. VIEs that are securitization or asset-backed financing entities will apply the amended consolidation rules. Under both sets of rules, VIEs for which Apollo is determined to be the primary beneficiary are consolidated.
With respect to VIEs such as Apollo's funds that qualify for the deferral of the amended consolidation rules and therefore apply the previous consolidation rules, Apollo is determined to be the primary beneficiary if its involvement, through holding interests directly or indirectly in the VIE or contractually through other variable interests (e.g., carried interest and management fees), would be expected to absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. In cases where two or more Apollo related parties hold a variable interest in a VIE, and the aggregate variable interest held by those parties would, if held by a single party, identify that party as the primary beneficiary, then the Company is determined to be the primary beneficiary to the extent it is the party within the related party group that is most closely associated with the VIE.
For VIEs such as Apollo's CLOs that apply the amended consolidation rules, the Company is determined to be the primary beneficiary if it holds a controlling financial interest defined as possessing both (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. CLOs are generally determined to be VIEs if they are formed solely to issue collateralized notes in the legal form of debt and therefore do not have sufficient total equity investment at risk to permit the entity to finance its activities without additional subordinated financial support. With respect to such CLOs, Apollo generally possesses a controlling financial interest in, and therefore consolidates, such CLOs in accordance with the amended consolidation rules when Apollo's role as collateral manager provides the Company with the power to direct the activities that most significantly impact the CLO’s economic performance and the Company has the right to receive certain benefits from the CLO (e.g., incentive fees) that could potentially be significant to the CLO.
Under the previous and the amended consolidation rules, Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, affiliates of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.
The assessment of whether an entity is a VIE and the determination of whether Apollo should consolidate such VIE requires judgments. Under both sets of rules, those judgments include, but are not limited to: (i) determining whether the total equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (ii) evaluating whether the holders of equity investment at risk, as a group, can make decisions that have a significant effect on

- 13 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

the success of the entity, (iii) determining whether two or more parties’ equity interests should be aggregated, (iv) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive the expected residual returns from an entity, (v) and evaluating the nature of the relationship and activities of the parties involved in determining which party within a related-party group is most closely associated with the VIE. Where the VIEs have qualified for the deferral, judgments are also made in estimating cash flows to evaluate which member within the equity group absorbs a majority of the expected losses or residual returns of the VIE. Where the VIEs have not qualified for the deferral, judgments are also made in determining whether a member in the equity group has a controlling financial interest including power to direct activities that most significantly impact the VIE’s economic performance and rights to receive benefits or obligations to absorb losses that could be potentially significant to the VIE.
Certain of the consolidated VIEs were formed to issue collateralized notes in the legal form of debt backed by financial assets. The difference between the fair value of the assets and liabilities of these VIEs is presented within appropriated partners’ capital in the condensed consolidated statements of financial condition as these VIEs are funded solely with debt. Changes in the fair value of the assets and liabilities of these VIEs and the related interest and other income is presented within net gains from investment activities of consolidated variable interest entities and net (income) loss attributable to Non-Controlling Interests in the condensed consolidated statements of operations. Such amounts are recorded within appropriated partners’ capital as, in each case, the VIE’s note holders, not Apollo, will ultimately receive the benefits or absorb the losses associated with the VIE’s assets and liabilities.
Assets and liability amounts of the consolidated VIEs are shown in separate sections within the condensed consolidated statements of financial condition as of March 31, 2014 and December 31, 2013 .
For additional disclosures regarding VIEs, see note 4 . Intercompany transactions and balances, if any, have been eliminated in the consolidation.
Equity Method Investments —For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. Income (loss) from equity method investments is recognized as part of other income (loss) in the condensed consolidated statements of operations. The carrying amounts of equity method investments are reflected in investments in the condensed consolidated statements of financial condition. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.
Non-Controlling Interests —For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. As of March 31, 2014 , the Non-Controlling Interests relating to Apollo Global Management, LLC primarily includes the 60.6% ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings and other ownership interests in consolidated entities, which primarily consist of the approximately 97.5% ownership interest held by limited partners in AP Alternative Assets, L.P. ("AAA") as of March 31, 2014 . Non-Controlling Interests also include limited partner interests of Apollo managed funds in certain consolidated VIEs.
Non-Controlling Interests are presented as a separate component of shareholders’ equity on the Company’s condensed consolidated statements of financial condition. The primary components of Non-Controlling Interests are separately presented in the Company’s condensed consolidated statements of changes in shareholders’ equity to clearly distinguish the interest in the Apollo Operating Group and other ownership interests in the consolidated entities. Net income (loss) includes the net income (loss) attributable to the holders of Non-Controlling Interests on the Company’s condensed consolidated statements of operations. Profits and losses are allocated to Non-Controlling Interests in proportion to their relative ownership interests regardless of their basis.
Revenues —Revenues are reported in three separate categories that include (i) advisory and transaction fees from affiliates, net, which relate to the investments of the funds and may include individual monitoring agreements the Company has with the portfolio companies and debt investment vehicles of the private equity funds and credit funds; (ii) management fees from affiliates, which are based on committed capital, invested capital, net asset value, gross assets or as otherwise defined in the respective agreements; and (iii) carried interest income (loss) from affiliates, which is normally based on the performance of the funds subject to preferred return.

- 14 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Advisory and Transaction Fees from Affiliates, Net —Advisory and transaction fees, including directors’ fees, are recognized when the underlying services rendered are substantially completed in accordance with the terms of the transaction and advisory agreements. Additionally, during the normal course of business, the Company incurs certain costs related to certain transactions that are not consummated (“broken deal costs”). These costs (e.g. research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken deal costs upon management’s decision to no longer pursue the transaction. In accordance with the related fund agreement, in the event the deal is deemed broken, all of the costs are reimbursed by the funds and then included as a component of the calculation of the Management Fee Offset described below. If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company for all costs incurred and no offset is generated. As the Company acts as an agent for the funds it manages, any transaction costs incurred and paid by the Company on behalf of the respective funds relating to successful or broken deals are presented net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is presented in Due from Affiliates on the condensed consolidated statements of financial condition.
Advisory and transaction fees from affiliates, net, also includes underwriting fees. Underwriting fees include gains, losses and fees, net of syndicate expenses, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at the time the underwriting is completed and the income is reasonably assured and are included in the condensed consolidated statements of operations. Underwriting fees recognized but not received are included in other assets on the condensed consolidated statements of financial condition.
As a result of providing advisory services to certain private equity and credit portfolio companies, Apollo is generally entitled to receive fees for transactions related to the acquisition, in certain cases, and disposition of portfolio companies as well as ongoing monitoring of portfolio company operations and directors’ fees. The amounts due from portfolio companies are included in “Due from Affiliates,” which is discussed further in note 13 . Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Advisory and transaction fees from affiliates are presented net of the Management Fee Offset in the condensed consolidated statements of operations.
Management Fees from Affiliates —Management fees for private equity, real estate and credit funds are recognized in the period during which the related services are performed in accordance with the contractual terms of the related agreement, and are generally based upon (1) a percentage of the capital committed during the commitment period, and thereafter based on the remaining invested capital of unrealized investments, or (2) net asset value, gross assets or as otherwise defined in the respective agreements.
Carried Interest Income from Affiliates —Apollo is entitled to an incentive return that can normally amount to as much as 20% of the total returns on funds’ capital, depending upon performance. Performance-based fees are assessed as a percentage of the investment performance of the funds. The carried interest income from affiliates for any period is based upon an assumed liquidation of the fund’s net assets on the reporting date, and distribution of the net proceeds in accordance with the fund’s income allocation provisions. Carried interest receivable is presented separately in the condensed consolidated statements of financial condition. The carried interest income from affiliates may be subject to reversal to the extent that the carried interest income recorded exceeds the amount due to the general partner based on a fund’s cumulative investment returns. When applicable, the accrual for potential repayment of previously received carried interest income, which is a component of due to affiliates, represents all amounts previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner obligation, however, would not become payable or realized until the end of a fund’s life.
Deferred Revenue —Apollo earns management fees subject to the Management Fee Offset. When advisory and transaction fees are earned by the management company, the Management Fee Offset reduces the management fee obligation of the fund. When the management company receives cash for advisory and transaction fees, a certain percentage of such advisory and/or transaction fees, as applicable, is allocated as a credit to reduce future management fees, otherwise payable by such fund. Such credit is classified as deferred revenue in the consolidated statements of financial condition. A portion of any excess advisory and transaction fees may be required to be returned to the limited partners of certain funds upon such fund's liquidation. As the management fees earned by the management company are presented on a gross basis, any Management Fee Offsets calculated are presented as a reduction to Advisory and Transaction Fees from Affiliates in the condensed consolidated statements of operations.
Additionally, Apollo earns advisory fees pursuant to the terms of the advisory agreements with certain of the portfolio companies that are owned by the funds. When Apollo receives a payment from a portfolio company that exceeds the advisory fees earned at that point in time, the excess payment is classified as deferred revenue in the condensed consolidated statements of

- 15 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

financial condition. The advisory agreements with the portfolio companies vary in duration and the associated fees are received monthly, quarterly or annually. Deferred revenue is reversed and recognized as revenue over the period that the agreed upon services are performed.
Under the terms of the funds’ partnership agreements, Apollo is normally required to bear organizational expenses over a set dollar amount and placement fees or costs in connection with the offering and sale of interests in the funds to investors. The placement fees are payable to placement agents, who are independent third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering and marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors, when a limited partner either commits or funds a commitment to a fund. In certain instances the placement fees are paid over a period of time. Based on the management agreements with the funds, Apollo considers placement fees and organizational costs paid in determining if cash has been received in excess of the management fees earned. Placement fees and organizational costs are normally the obligation of Apollo but can be paid for by the funds. When these costs are paid by the fund, the resulting obligations are included within deferred revenue. The deferred revenue balance will also be reduced during future periods when management fees are earned but not paid.
Investments, at Fair Value —The Company follows U.S. GAAP attributable to fair value measurements which, among other things, requires enhanced disclosures about investments that are measured and reported at fair value. Investments, at fair value, represent investments of the consolidated funds, investments of the consolidated VIEs and certain financial instruments for which the fair value option was elected. The unrealized gains and losses resulting from changes in the fair value are reflected as net gains (losses) from investment activities and net gains (losses) from investment activities of the consolidated variable interest entities, respectively, in the condensed consolidated statements of operations. In accordance with U.S. GAAP, investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level I —Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I include listed equities and listed derivatives. As required by U.S. GAAP, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.
Level II —Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These investments exhibit higher levels of liquid market observability as compared to Level III investments. The Company subjects broker quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II investment. These criteria include, but are not limited to, the number and quality of broker quotes, the standard deviation of obtained broker quotes, and the percentage deviation from independent pricing services.
Level III —Pricing inputs are unobservable for the investment and includes situations where there is little observable market activity for the investment. The inputs into the determination of fair value may require significant management judgment or estimation. Investments that are included in this category generally include general and limited partner interests in corporate private equity and real estate funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs. When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II or Level III investment. Some of the factors the Company considers include the number of broker quotes obtained, the quality of the broker quotes, the standard deviations of the observed broker quotes and the corroboration of the broker quotes to independent pricing services.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment when the fair value is based on unobservable inputs.

- 16 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

In cases where an investment or financial instrument that is measured and reported at fair value is transferred between levels of the fair value hierarchy, the Company accounts for the transfer as of the end of the reporting period.
Private Equity Investments
The value of liquid investments, where the primary market is an exchange (whether foreign or domestic) is determined using period end market prices. Such prices are generally based on the close price on the date of determination.
Valuation approaches used to estimate the fair value of investments that are less liquid include the market approach and the income approach. The market approach provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry. The market approach is driven more by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to such factors as the Company’s historical and projected financial data, valuations given to comparable companies, the size and scope of the Company’s operations, the Company’s strengths, weaknesses, expectations relating to the market’s receptivity to an offering of the Company’s securities, applicable restrictions on transfer, industry and market information and assumptions, general economic and market conditions and other factors deemed relevant. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology in the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are assumptions of expected results and a calculated discount rate.
On a quarterly basis, Apollo utilizes a valuation committee, consisting of members from senior management, to review and approve the valuation results related to its funds' private equity investments. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.
 
Credit Investments
The majority of the investments in Apollo’s credit funds are valued based on quoted market prices and valuation models. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing recognized pricing services, market participants or other sources. When market quotations are not available, a model based approach is used to determine fair value. The credit funds also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap contracts and credit default swap contracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price.
Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers. When determining fair value pricing when no market value exists, the value attributed to an investment is based on the enterprise value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation approaches used to estimate the fair value of illiquid credit investments also may use the income approach or market approach. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.
On a quarterly basis, Apollo utilizes a valuation committee consisting of members from senior management, to review and approve the valuation results related to its funds' credit investments. For certain publicly traded vehicles, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or

- 17 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses.
Real Estate Investments
The estimated fair value of commercial mortgage-backed securities (“CMBS”) in Apollo’s funds is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs for certain investments. The Company evaluates its loans for possible impairment on a quarterly basis. For Apollo’s opportunistic and value added real estate funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers, and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.
On a quarterly basis, Apollo utilizes a valuation committee, consisting of members from senior management, to review and approve the valuation results related to its funds' real estate investments. For certain publicly traded vehicles, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses.

Fair Value of Financial Instruments
The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Except for the Company’s debt obligation related to the 2013 AMH Credit Facilities (as defined in note 10 ), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying value approximates fair value. See “Investments, at Fair Value” above. While Apollo’s valuations of portfolio investments are based on assumptions that Apollo believes are reasonable under the circumstances, the actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based. Other financial instruments’ carrying values generally approximate fair value because of the short-term nature of those instruments or variable interest rates related to the borrowings. As disclosed in note 10 , the Company’s long term debt obligation related to the 2013 AMH Credit Facilities are believed to have an estimated fair value of approximately $751.9 million based on obtained broker quotes as of March 31, 2014 . However, the carrying value that is recorded on the condensed consolidated statements of financial condition is the amount for which the Company expects to settle the long term debt obligation. The Company has determined that the long term debt obligation related to the 2013 AMH Credit Facilities would be categorized as a Level III liability in the fair-value hierarchy based on the Company's number of broker quotes obtained, the quality of the broker quotes, the standard deviations of the observed broker quotes and the corroboration of the broker quotes to independent pricing services.
Fair Value Option —Apollo has elected the fair value option for the convertible notes issued by HFA Holdings Limited (“HFA”) and for the assets and liabilities of the consolidated VIEs. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. Apollo has applied the fair value option for certain corporate loans, other investments and debt obligations held by the consolidated VIEs that otherwise would not have been carried at fair value. For the convertible notes issued by HFA, Apollo has elected to separately present interest income from other changes in the fair value of the convertible notes in the condensed consolidated statements of operations. See notes 3 , 4 , and 5 for further disclosure on the investment in HFA and financial instruments of the consolidated VIEs for which the fair value option has been elected.
Financial Instruments held by Consolidated VIEs
The consolidated VIEs hold investments that could be traded over-the-counter. Investments in securities that are traded on a securities exchange or comparable over-the-counter quotation systems are valued based on the last reported sale price at that date. If no sales of such investments are reported on such date, and in the case of over-the-counter securities or other investments

- 18 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

for which the last sale date is not available, valuations are based on independent market quotations obtained from market participants, recognized pricing services or other sources deemed relevant, and the prices are based on the average of the “bid” and “ask” prices, or at ascertainable prices at the close of business on such day. Market quotations are generally based on valuation pricing models or market transactions of similar securities adjusted for security-specific factors such as relative capital structure priority and interest and yield risks, among other factors. When market quotations are not available, a model based approach is used to determine fair value.
The consolidated VIEs also have debt obligations that are recorded at fair value. The primary valuation methodology used to determine fair value for debt obligations is market quotation. Prices are based on the average of the “bid” and “ask” prices. In the event that market quotations are not available, a model based approach is used. The model based approach used to estimate the fair values of debt obligations for which market quotations are not available is the discounted cash flow method, which includes consideration of the cash flows of the debt obligation based on projected quarterly interest payments and quarterly amortization. Debt obligations are discounted based on the appropriate yield curve given the loan’s respective maturity and credit rating. Management uses its discretion and judgment in considering and appraising relevant factors for determining the valuations of its debt obligations.
Goodwill and Intangible Assets
Goodwill and indefinite-life intangible assets must be reviewed annually for impairment or more frequently if circumstances indicate impairment may have occurred. Identifiable finite-life intangible assets, by contrast, are amortized over their estimated useful lives, which are periodically re-evaluated for impairment or when circumstances indicate an impairment may have occurred. Apollo amortizes its identifiable finite-life intangible assets using a method of amortization reflecting the pattern in which the economic benefits of the finite-life intangible asset are consumed or otherwise used up. If that pattern cannot be reliably determined, Apollo uses the straight-line method of amortization. At June 30, 2013, the Company performed its annual impairment testing. As the fair value of the Company’s reporting units was in excess of the carrying value as of June 30, 2013, there was no impairment of goodwill or indefinite life intangible assets at such time.
 
Compensation and Benefits
Equity-Based Compensation —Equity-based awards granted to employees as compensation are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e.,vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. The Company estimates forfeitures for equity-based awards that are not expected to vest. Equity-based awards granted to non-employees for services provided to affiliates are remeasured to fair value at the end of each reporting period and expensed over the relevant service period.
Salaries, Bonus and Benefits —Salaries, bonus and benefits include base salaries, discretionary and non-discretionary bonuses, severance and employee benefits. Bonuses are generally accrued over the related service period.
Also included within salaries, bonus and benefits is the expense related to profits interests issued to certain employees whereby they are entitled to a share in earnings and any appreciation in the value of a subsidiary of the Company during their term of employment. The expense related to these profits interests is recognized ratably over the requisite service period and thereafter will be recognized at the time the distributions are determined.
The Company sponsors a 401(k) Savings Plan whereby U.S. based employees are entitled to participate in the plan based upon satisfying certain eligibility requirements. The Company may provide discretionary contributions from time to time. No contributions relating to this plan were made by the Company for the three months ended March 31, 2014 and 2013 .
Profit Sharing Expense —Profit sharing expense primarily consists of a portion of carried interest recognized in one or more funds allocated to employees and former employees. Profit sharing expense is recognized on an accrued basis as the related carried interest income is earned. Profit sharing expense can be reversed during periods when there is a decline in carried interest income that was previously recognized. Additionally, profit sharing expenses previously distributed may be subject to clawback from employees, former employees and Contributing Partners.
Changes in the fair value of the contingent obligations that were recognized in connection with certain Apollo acquisitions are reflected in the Company’s condensed consolidated statements of operations as profit sharing expense.

- 19 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The Company has a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement enables certain partners and employees to earn discretionary compensation based on carried interest realizations earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.
Other Income (Loss)
Net Gains (Losses) from Investment Activities —Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in the Company’s   investment portfolio between the opening reporting date and the closing reporting date. The condensed consolidated financial statements include the net realized and unrealized gains (losses) of investments, at fair value. For the Company's investments held by AAA (see note 3 ), a portion of the net gains (losses) from investment activities are attributable to Non-Controlling Interests in the condensed consolidated statements of operations.
Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities —Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses subsequent to consolidation are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations.
Other Income (Loss), Net —Other income (loss), net includes the recognition of bargain purchase gains as a result of Apollo acquisitions, gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities of foreign subsidiaries, reversal of a portion of the tax receivable agreement liability (see note 13 ), gains (losses) arising from the remeasurement of derivative instruments associated with fees from certain of the Company’s affiliates and other miscellaneous non-operating income and expenses.
Net Income (Loss) Per Class A Share —U.S. GAAP requires use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for distributions declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity.
The remaining earnings are allocated to Class A shares and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Earnings or losses allocated to each class of security are then divided by the applicable number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding common shares and all potential common shares assumed issued if they are dilutive. The numerator is adjusted for any changes in income or loss that would result from a hypothetical conversion of these potential common shares.
Use of Estimates— The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Apollo’s most significant estimates include goodwill, intangible assets, income taxes, carried interest income from affiliates, contingent consideration obligations related to acquisitions, non-cash compensation, fair value of investments and debt in the consolidated and unconsolidated funds and VIEs and fair value of the derivative contracts related to the capital and surplus of Athene Holding Ltd. ("Athene Holding") and its subsidiaries (together with Athene Holding, "Athene"). Actual results could differ materially from those estimates.
Recent Accounting Pronouncements
In April 2013, the Financial Accounting Standards Board ("FASB") issued guidance that requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. The financial statements prepared using the liquidation basis of accounting should present relevant information about the expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities. Liabilities should be recognized and measured in accordance with U.S. GAAP that otherwise applies to those liabilities. The guidance requires an entity to accrue and separately present the costs that it expects to incur and the income that it expects to earn during the expected duration of the liquidation, including any costs associated with the sale or settlement of

- 20 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

those assets and liabilities. Additionally, the amended guidance requires disclosures about an entity’s plan for liquidation, the methods and significant assumptions used to measure assets and liabilities, the type and amount of costs and income accrued, and the expected duration of the liquidation process. The guidance is effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2013, the FASB issued guidance to change the assessment of whether an entity is an investment company by developing a new two-tiered approach that requires an entity to possess certain fundamental characteristics while allowing judgment in assessing certain typical characteristics. The fundamental characteristics that an investment company must have include the following: (1) it obtains funds from one or more investors and provides the investor(s) with investment management services; (2) it commits to its investor(s) that its business purpose and only substantive activities are investing the funds solely for returns from capital appreciation, investment income or both; and (3) it does not obtain returns or benefits from an investee or its affiliates that are not normally attributable to ownership interests. The typical characteristics of an investment company that an entity should consider before concluding whether it is an investment company include the following: (1) it has more than one investment; (2) it has more than one investor; (3) it has investors that are not related parties of the parent or the investment manager; (4) it has ownership interests in the form of equity or partnership interests; and (5) it manages substantially all of its investments on a fair value basis. The new approach requires an entity to assess all of the characteristics of an investment company and consider its purpose and design to determine whether it is an investment company. The guidance includes disclosure requirements about an entity’s status as an investment company and financial support provided or contractually required to be provided by an investment company to its investees. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

In July 2013, the FASB issued guidance to eliminate the diversity in practice on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under the new guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carry forward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statement as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date (e.g. an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled). The guidance does not require new recurring disclosures. The guidance applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists at the reporting date. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, although retrospective application is permitted. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

- 21 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)



3 . INVESTMENTS
The following table represents Apollo’s investments:  
 
As of March 31, 
 2014
 
As of 
 December 31, 2013
Investments, at fair value
$
2,236,648

 
$
2,012,027

Other investments
404,028

 
381,856

Total Investments
$
2,640,676

 
$
2,393,883

 
Investments, at Fair Value
Investments, at fair value, consist of financial instruments held by AAA, investments held by the Apollo Credit Senior Loan Fund, L.P. ("Apollo Senior Loan Fund"), the Company’s investment in HFA and other investments held by the Company at fair value. As of March 31, 2014 and December 31, 2013 , the net assets of the consolidated funds (excluding VIEs) were $2,176.1 million and $1,971.1 million , respectively. The following investments, except the investment in HFA and Other Investments, are presented as a percentage of net assets of the consolidated funds:
 
  
As of March 31, 2014
 
As of December 31, 2013
 
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
$
2,147,415

 
$

 
$
2,147,415

 
$
1,494,358

 
98.7
%
 
$
1,942,051

 
$

 
$
1,942,051

 
$
1,494,358

 
98.5
%
Apollo Senior Loan Fund

 
29,909

 
29,909

 
29,612

 
1.4

 

 
29,603

 
29,603

 
29,226

 
1.5

HFA

 
58,417

 
58,417

 
62,089

 
N/A

 

 
39,534

 
39,534

 
61,218

 
N/A

Other Investments
907

 

 
907

 
4,081

 
N/A

 
839

 

 
839

 
4,159

 
N/A

Total
$
2,148,322

 
$
88,326

 
$
2,236,648

 
$
1,590,140

 
100.1
%
 
$
1,942,890

 
$
69,137

 
$
2,012,027

 
$
1,588,961

 
100.0
%
Securities
As of March 31, 2014 and December 31, 2013 , the sole investment held by AAA was its investment in AAA Investments, L.P. (“AAA Investments”), which is measured based on AAA’s share of net asset value of AAA Investments. The following table represents the sole investment of AAA Investments, which constitutes more than five percent of the net assets of the funds that the Company consolidates (excluding VIEs) as of the aforementioned dates:
 
 
As of March 31, 2014
 
As of December 31, 2013
 
Instrument
Type
 
Fair Value
 
Cost
 
% of Net
Assets of
Consolidated
Funds
 
Instrument
Type
 
Fair Value
 
Cost
 
% of Net
Assets of
Consolidated
Funds
Athene Holding
Equity
 
$
2,168,531

 
$
1,331,942

 
99.7
%
 
Equity
 
$
1,950,010

 
$
1,331,942

 
98.9
%
As of March 31, 2014 , AAA Investments owned through its subsidiaries the majority of the economic equity of Athene Holding. Athene Holding is the ultimate parent of various insurance company operating subsidiaries. Through its subsidiaries, Athene Holding provides insurance products focused primarily on the retirement market and its business centers primarily on issuing or reinsuring fixed and equity-indexed annuities. See note 13 for further information regarding Athene.

- 22 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

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, 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 on July 29, 2013. After the AAA Transaction, Athene Holding was AAA’s only material investment and as of March 31, 2014 and December 31, 2013 , AAA, through its investment in AAA Investments, was the largest shareholder of Athene Holding 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 March 31, 2014 and December 31, 2013 , effectively held 45% of the voting power of Athene.
As further described in note 17 , on April 4, 2014 Athene Holding completed a private placement offering of common equity in which it raised $1.048 billion of primary commitments from third-party institutional and certain existing investors in Athene Holding (the “Athene Private Placement”), which was priced at $26 per common share of Athene Holding. Given the observability of this transaction, and the proximity to the March 31, 2014 financial statement date, the $26 per share price was considered to be the best measure of fair value and was therefore utilized for valuing the Athene investment at March 31, 2014.
At December 31, 2013, Athene’s fair value was determined using the embedded value method which was based on the present value of the future expected regulatory distributable income generated by the net assets plus the excess capital (i.e., the capital in excess of what is required to be held against Athene’s liabilities). The net assets of Athene consist of the current and projected assets less the current and projected liabilities related to in force insurance contracts. The assets considered capital in excess are fair valued in accordance with the fair value policies disclosed in note 2 . The approach of using actuarially projected asset and liability income to value an insurance company is widely used by market participants in the insurance industry, particularly in private company acquisitions. The embedded value of the in force insurance contracts incorporates actuarial projections of expected income utilizing most recently available policyholder contract and experience data, industry information and assumptions, general economic and market conditions, and other factors deemed relevant, including the cost of capital. In addition, consideration is also given to comparable company multiples in the determination of fair value.
The Company, through its consolidation of AAA, had an approximate 68% fully diluted ownership interest in Athene (after giving effect to restricted common shares issued under Athene's management equity plan and conversion of AAA Investments' note receivable) through AAA’s investment in AAA Investments as of March 31, 2014 . AAA Investments’ ownership interest in Athene is held indirectly through its subsidiaries and is comprised of common shares and a promissory note which can be settled in cash or common shares of Athene Holding at AAA Investments’ option. Based on the above, the Company had an approximate 1.7% economic ownership interest in Athene Holding’s equity, as of March 31, 2014 and December 31, 2013. The approximate 1.7% economic ownership interest is calculated as the Company’s approximate 2.5% economic ownership interest in AAA plus the Company’s approximate 0.06% economic ownership interest in AAA Investments multiplied by AAA Investments’ approximate 68% fully diluted ownership interest in Athene, as of March 31, 2014. The remaining ownership interest in AAA is recognized in the Company’s condensed consolidated statements of operations as non-controlling interest in consolidated entities.
 
Apollo Senior Loan Fund
On December 31, 2011, the Company invested $26.0 million in the Apollo Senior Loan Fund. As a result, the Company became the sole investor in the fund and therefore consolidated the assets and liabilities of the fund. The fund invests in U.S. denominated senior secured loans, senior secured bonds and other income generating fixed-income investments. At least 90% of the Apollo Senior Loan Fund’s portfolio of investments must consist of senior secured, floating rate loans or cash or cash equivalents. Up to 10% of the Apollo Senior Loan Fund’s portfolio may consist of non-first lien fixed income investments and other income generating fixed income investments, including but not limited to senior secured bonds. The Apollo Senior Loan Fund may not purchase assets rated (tranche rating) at B3 or lower by Moody’s, or equivalent rating by another nationally recognized rating agency.
The Company has classified the instruments associated with the Apollo Senior Loan Fund investment as Level II and Level III investments. All Level II and Level III investments of the Apollo Senior Loan Fund were valued using broker quotes. See note 5 for further discussion regarding fair value leveling.

- 23 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

HFA
On March 7, 2011, the Company invested $52.1 million (including expenses related to the purchase) in a convertible note with an aggregate principal amount of $50.0 million and received 20,833,333 stock options issued by HFA, an Australian based specialist global funds management company.
The terms of the convertible note allow the Company to convert the note, in whole or in part, into common shares of HFA at an exchange rate equal to the principal plus accrued payment-in-kind interest (or “PIK” interest) divided by US$0.98 at any time, and convey participation rights, on an as-converted basis, in any dividends declared in excess of $6.0 million per annum, as well as seniority rights over HFA common equity holders. Unless previously converted, repurchased or canceled, the note will be converted on the eighth anniversary of its issuance, on March 11, 2019. Additionally, the note has a percentage coupon interest of 6%  per annum, paid via principal capitalization (PIK interest) for the first four years, and thereafter either in cash or via principal capitalization at HFA’s discretion. The PIK interest provides for the Company to receive additional common shares of HFA if the note is converted. The Company has elected the fair value option for the convertible note. The convertible note is valued using an “if-converted basis,” which is based on a hypothetical exit through conversion to common equity (for which a quoted price exists) as of the valuation date. The Company separately presents interest income in the condensed consolidated statements of operations from other changes in the fair value of the convertible note. For the three months ended March 31, 2014 and 2013 , the Company recorded $0.9 million and $0.8 million , respectively, in PIK interest income included in interest income in the condensed consolidated statements of operations. The terms of the stock options allow for the Company to acquire 20,833,333 fully paid ordinary shares of HFA at an exercise price in Australian Dollars (“A$”) of A$8.00 (exchange rate of A$1.00 to $0.93 and A$1.00 to $1.04 as of March 31, 2014 and 2013 , respectively) per stock option. The stock options became exercisable upon issuance and expire on the eighth anniversary of the issuance date. The stock options are accounted for as a derivative and are valued at their fair value under U.S. GAAP at each reporting date. For the three months ended March 31, 2014 and 2013 , the Company recorded an unrealized gain of approximately $18.0 million and $4.0 million , respectively, related to the convertible note and stock options within net gains from investment activities in the condensed consolidated statements of operations.
The Company has classified the instruments associated with the HFA investment as Level III investments. See note 5 for further discussion regarding fair value leveling.
Net Gains from Investment Activities
Net gains from investment activities in the condensed consolidated statements of operations include net realized gains from sales of investments, and the change in net unrealized gains resulting from changes in fair value of the consolidated funds’ investments and realization of previously unrealized gains. Additionally, net gains from investment activities include changes in the fair value of the investment in HFA and other investments held at fair value. The following tables present Apollo’s net gains from investment activities for the three months ended March 31, 2014 and 2013 :  
 
For the Three Months Ended 
 March 31, 2014
 
Private Equity
 
Credit
 
Total
Realized gains on sales of investments
$

 
$
112

 
$
112

Change in net unrealized gains due to changes in fair values
205,363

 
17,933

 
223,296

Net Gains from Investment Activities
$
205,363

 
$
18,045

 
$
223,408



- 24 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

 
For the Three Months Ended 
 March 31, 2013
 
Private Equity
 
Credit
 
Total
Realized gains on sales of investments
$

 
$
242

 
$
242

Change in net unrealized gains due to changes in fair values
47,770

 
4,121

 
51,891

Net Gains from Investment Activities
$
47,770

 
$
4,363

 
$
52,133

 


Other Investments
Other Investments primarily consist of equity method investments. Apollo’s share of operating income generated by these investments is recorded within income from equity method investments in the condensed consolidated statements of operations.

- 25 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The following table presents income from equity method investments for the three months ended March 31, 2014 and 2013 :
 
For the Three Months Ended 
 March 31,
 
 
2014
 
2013
 
Investments:
 
 
 
 
Private Equity Funds:
 
 
 
 
AAA Investments
$
124

 
$
27

 
Apollo Investment Fund V, L.P. (“Fund V”)
10

 
7

 
Apollo Investment Fund VI, L.P. (“Fund VI”)
(470
)
 
1,078

 
Apollo Investment Fund VII, L.P. (“Fund VII”)
9,235

 
20,413

 
Apollo Investment Fund VIII, L.P. (“Fund VIII”)
(234
)
 

 
Apollo Natural Resources Partners, L.P. (“ANRP”)
(14
)
 
11

 
AION Capital Partners Limited (“AION”)
2,787

 
184

 
Apollo Asia Private Credit Fund, L.P. (“APC”)
2

 
1

 
Credit Funds:
 
 
 
 
Apollo Special Opportunities Managed Account, L.P. (“SOMA”)
450

 
384

 
Apollo Value Investment Fund, L.P. (“VIF”)
4

 
7

 
Apollo Strategic Value Fund, L.P. (“SVF”)
(1
)
 
3

 
Apollo Credit Liquidity Fund, L.P. (“ACLF”)
177

 
704

 
Apollo Credit Opportunity Fund I, L.P. (“COF I”)
216

 
3,574

 
Apollo Credit Opportunity Fund II, L.P. (“COF II”)
166

 
888

 
Apollo Credit Opportunity Fund III, L.P. ("COF III")
658

 

 
Apollo European Principal Finance Fund, L.P. (“EPF I”)
1,303

 
(331
)
 
Apollo European Principal Finance Fund II, L.P. (“EPF II”)
(97
)
 
63

 
Apollo Investment Europe II, L.P. (“AIE II”)
146

 
57

 
Apollo Palmetto Strategic Partnership, L.P. (“Palmetto”)
861

 
583

 
Apollo Senior Floating Rate Fund Inc. (“AFT”)
1

 
8

 
Apollo Residential Mortgage, Inc. (“AMTG”)
88

(1)  
486

(2)  
Apollo European Credit, L.P. (“AEC”)
117

 
76

 
Apollo European Strategic Investments, L.P. (“AESI”)
122

 
152

 
Apollo Centre Street Partnership, L.P. (“ACSP”)
512

 
181

 
Apollo Investment Corporation (“AINV”)
3,176

(1)  
(627
)
(2)  
Apollo SK Strategic Investments, L.P. ("SK")
80

 
26

 
Apollo SPN Investments I, L.P.
182

 
(413
)
 
Apollo Tactical Income Fund Inc. (“AIF”)
(1
)
 
5

 
Apollo Franklin Partnership, L.P. ("Franklin Fund")
216

 

 
Apollo Zeus Strategic Investments, L.P. ("Zeus")
148

 

 
Real Estate:
 
 
 
 
Apollo Commercial Real Estate Finance, Inc. (“ARI”)
364

(1)  
223

(2)  
AGRE U.S. Real Estate Fund, L.P.
292

 
14

 
CPI Capital Partners North America L.P.

 
58

 
CPI Capital Partners Asia Pacific, L.P.
(1
)
 
2

 
Apollo GSS Holding (Cayman), L.P.
81

 
(4
)
 
BEA/AGRE China Real Estate Fund, L.P.
(2
)
 

 
Other Equity Method Investments:
 
 
 
 
VC Holdings, L.P. Series A (“Vantium A/B”)

 
13

 
VC Holdings, L.P. Series C (“Vantium C”)
3,687

 
(8
)
 
VC Holdings, L.P. Series D (“Vantium D”)
(1,475
)
 
(47
)
 
Other

 
(8
)
 
Total Income from Equity Method Investments
$
22,910

 
$
27,790

 
 
(1)
Amounts are for the three months ended December 31, 2013, respectively.
(2)
Amounts are for the three months ended December 31, 2012, respectively.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
 

- 26 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Other investments as of March 31, 2014 and December 31, 2013 consisted of the following:
 
Equity Held as of
 
 
March 31, 2014
 
% of
Ownership
 
December 31, 2013
 
% of
Ownership
 
Investments:
 
 
 
 
 
 
 
 
Private Equity Funds:
 
 
 
 
 
 
 
 
AAA Investments
$
1,293

 
0.057
%
 
$
1,168

 
0.057
%
 
Fund IV
8

 
0.023

 
9

 
0.019

 
Fund V
97

 
0.019

 
94

 
0.020

 
Fund VI
8,992

 
0.104

 
9,964

 
0.103

 
Fund VII
127,509

 
1.263

 
137,960

 
1.258

 
Fund VIII
16,169

 
3.098

 
4,310

 
3.996

 
ANRP
3,898

 
0.821

 
3,735

 
0.831

 
AION
11,365

 
7.135

 
6,425

 
9.970

 
APC
35

 
0.045

 
49

 
0.046

 
Credit Funds:
 
 
 
 
 
 
 
 
SOMA
7,282

 
0.843

 
6,833

 
0.853

 
VIF
155

 
0.070

 
151

 
0.124

 
SVF
14

 
0.032

 
17

 
0.079

 
ACLF
4,737

 
3.297

 
4,559

 
3.341

 
COF I
10,016

 
1.850

 
10,077

 
1.850

 
COF II
3,421

 
1.413

 
5,015

 
1.428

 
COF III
11,748

 
2.444

 
6,720

 
2.450

 
EPF I
16,585

 
1.367

 
19,332

 
1.363

 
EPF II
32,739

 
1.838

 
23,212

 
1.994

 
AIE II
4,642

 
2.834

 
4,500

 
2.772

 
Palmetto
16,915

 
1.186

 
16,054

 
1.186

 
AFT
96

 
0.034

 
95

 
0.034

 
AMTG (3)
4,047

(1)  
0.637

(1)  
4,015

(2)  
0.632

(2)  
AEC
2,580

 
1.076

 
2,482

 
1.230

 
AESI
4,111

 
0.990

 
3,732

 
0.956

 
ACSP
9,056

 
2.474

 
7,690

 
2.465

 
AINV (4)
59,128

(1)  
3.004

(1)  
55,951

(2)  
2.933

(2)  
SK
1,794

 
1.012

 
1,714

 
0.997

 
Apollo SPN Investments I, L.P.
4,353

 
0.721

 
4,457

 
0.828

 
CION Investment Corporation
1,000

 
0.463

 
1,000

 
0.716

 
AIF
93

 
0.036

 
94

 
0.036

 
Franklin Fund
10,395

 
9.162

 
10,178

 
9.107

 
Zeus
2,770

 
3.386

 
1,678

 
3.383

 
Apollo Lincoln Fixed Income Fund, L.P.
600

 
0.990

 

 

 
Apollo Structured Credit Recovery Master Fund III, L.P.
425

 
2.439

 

 

 
Apollo Total Return Fund L.P.
80

 
0.080

 

 

 
Real Estate:
 
 
 
 
 
 
 
 
ARI (3)
11,427

(1)  
1.499

(1)  
11,550

(2)  
1.500

(2)  
AGRE U.S. Real Estate Fund, L.P.
9,175

 
1.845

 
9,473

 
1.845

 
CPI Capital Partners North America, L.P.
257

 
0.417

 
272

 
0.416

 
CPI Capital Partners Europe, L.P.
5

 
0.001

 
5

 
0.001

 
CPI Capital Partners Asia Pacific, L.P.
105

 
0.042

 
106

 
0.042

 
Apollo GSS Holding (Cayman), L.P.
3,583

 
4.751

 
3,670

 
3.460

 
BEA/AGRE China Real Estate Fund, L.P.
70

 
1.031

 
72

 
1.031

 
Other Equity Method Investments:
 
 
 
 
 
 
 
 
Vantium A/B
15

 
6.450

 
15

 
6.450

 
Vantium C
528

 
2.071

 
1,233

 
2.071

 
Vantium D
715

 
6.345

 
2,190

 
6.345

 
Total Other Investments
$
404,028

 
 
 
$
381,856

 
 
 
 
(1)
Amounts are as of December 31, 2013.
(2)
Amounts are as of September 30, 2013.

- 27 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

(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 $56,102 and $57,249 based on the quoted market price as of March 31, 2014 and December 31, 2013 , respectively.

4 . VARIABLE INTEREST ENTITIES
As described in note 2 , the Company consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. The purpose of such VIEs is to provide strategy-specific investment opportunities for investors in exchange for management and performance based fees. The investment strategies of the entities that the Company manages may vary by entity; however, the fundamental risks of such entities have similar characteristics, including loss of invested capital and the return of carried interest income previously distributed to the Company by certain private equity, credit, and real estate entities. The nature of the Company’s involvement with VIEs includes direct and indirect investments and fee arrangements. The Company does not provide performance guarantees and has no other financial obligations to provide funding to VIEs other than its own capital commitments. There is no recourse to the Company for the consolidated VIEs’ liabilities.
The assets and liabilities of the consolidated VIEs are comprised primarily of investments and debt, at fair value, and are included within assets and liabilities of consolidated variable interest entities, respectively, in the condensed consolidated statements of financial condition.
Consolidated Variable Interest Entities
Apollo has consolidated VIEs in accordance with the policy described in note 2 . The majority of the consolidated VIEs were formed for the sole purpose of issuing collateralized notes to investors. The assets of these VIEs are primarily comprised of senior secured loans and the liabilities are primarily comprised of debt. Through its role as collateral manager of these VIEs, it was determined that Apollo had the power to direct the activities that most significantly impact the economic performance of these VIEs. Additionally, Apollo determined that the potential fees that it could receive directly and indirectly from these VIEs represent rights to returns that could potentially be significant to such VIEs. As a result, Apollo determined that it is the primary beneficiary and therefore should consolidate the VIEs.
The assets of these consolidated VIEs are not available to creditors of the Company. In addition, the investors in these consolidated VIEs have no recourse against the assets of the Company. The Company has elected the fair value option for financial instruments held by its consolidated VIEs, which includes investments in loans and corporate bonds, as well as debt obligations held by such consolidated VIEs. Other assets include amounts due from brokers and interest receivables. Other liabilities include payables for securities purchased, which represent open trades within the consolidated VIEs and primarily relate to corporate loans that are expected to settle within the next 60 days .

- 28 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Net Gains from Investment Activities of Consolidated Variable Interest Entities
The following table presents net gains from investment activities of the consolidated VIEs for the three months ended March 31, 2014 and 2013 , respectively:  
 
For the Three Months Ended 
 March 31,
 
2014
 
2013
Net unrealized (losses) gains from investment activities
$
(911
)
 
$
25,120

Net realized gains from investment activities
17,014

 
50,930

Net gains from investment activities
16,103

 
76,050

Net unrealized losses from debt
(14,119
)
 
(88,236
)
Net realized gains (losses) from debt
357

 
(7,603
)
Net losses from debt
(13,762
)
 
(95,839
)
Interest and other income
170,994

 
177,125

Interest and other expenses
(125,600
)
 
(109,475
)
Net Gains from Investment Activities of Consolidated VIEs
$
47,735

 
$
47,861


Senior Secured Notes and Subordinated Note s—Included within debt are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of the debt of the consolidated VIEs as of March 31, 2014 and December 31, 2013 :
 
 
As of March 31, 2014
 
As of December 31, 2013
 
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)
$
12,006,603

 
1.33
%
 
7.3
 
$
11,877,744

 
1.31
%
 
7.3
Subordinated Notes (2)(3)
947,357

 
N/A

(1)  
8.1
 
963,099

 
N/A

(1)  
8.1
Total
$
12,953,960

 
 
 
 
 
$
12,840,843

 
 
 
 
 
(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 March 31, 2014 and December 31, 2013 was $12,528 million and $12,424 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 March 31, 2014 and December 31, 2013 , the fair value of the consolidated VIE assets was $15,960 million and $15,502 million , respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.
The consolidated VIEs’ debt obligations contain various customary loan covenants as described above. As of March 31, 2014 , the Company was not aware of any instances of non-compliance with any of these covenants.

- 29 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)


Variable Interest Entities Which are Not Consolidated
The Company holds variable interests in certain VIEs which are not consolidated, as it has been determined that Apollo is not the primary beneficiary.
The following tables present the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary as of March 31, 2014 and December 31, 2013 . In addition, the tables present the maximum exposure to losses relating to those VIEs.
 
 
As of March 31, 2014
 
 
Total Assets
 
Total Liabilities
 
Apollo Exposure
 
Private Equity
$
7,641,759

 
$
(11,748
)
 
$
1,243

 
Credit
4,575,031

 
(481,817
)
 
33,962

 
Real Estate
414,869

 
(268,946
)
 

 
Total
$
12,631,659

(1)  
$
(762,511
)
(2)  
$
35,205

(3)  
 
(1)
Consists of $278,131 in cash, $11,622,052 in investments and $731,476 in receivables.
(2)
Represents $608,225 in debt and other payables, $150,658 in securities sold, not purchased, and $3,628 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 $4,904 million as of March 31, 2014 as discussed in note 14 .
 
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, was $4,858 million as of December 31, 2013 .


5 . FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

The following tables summarize the valuation of the Company’s financial assets and liabilities by the fair value hierarchy as of March 31, 2014 and December 31, 2013 , respectively:


- 30 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

 
As of March 31, 2014
 
Level I (5)
 
Level II (5)
 
Level III
 
Total
Assets
 
 
 
 
 
 
 
Investment in AAA Investments (1)
$

 
$

 
$
2,147,415

 
$
2,147,415

Investments held by Apollo Senior Loan Fund (1)

 
29,909

 

 
29,909

Investments in HFA and Other (1)

 

 
59,324

 
59,324

Athene and AAA Services Derivatives (2)

 

 
206,476

 
206,476

Investments of VIEs, at fair value (4)
4,378

 
12,412,705

 
1,837,451

 
14,254,534

Total Assets
$
4,378

 
$
12,442,614

 
$
4,250,666

 
$
16,697,658

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Debt of VIEs, at fair value (4)
$

 
$
2,105,935

 
$
10,422,320

 
$
12,528,255

Contingent Consideration Obligations (3)

 

 
126,473

 
126,473

Total Liabilities
$

 
$
2,105,935

 
$
10,548,793

 
$
12,654,728


 
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 Services 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

(1)
See note 3 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 13 for further disclosure regarding the Athene Services Derivative and the AAA Services Derivative.
(3)
See note 14 for further disclosure regarding Contingent Consideration Obligations.
(4)
See note 4 for further disclosure regarding VIEs.
(5)
All level I and II investments and liabilities were valued using third party pricing.

- 31 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

There were no transfers of financial assets into or out of Level I for the three months ended March 31, 2014 and 2013 . The following table summarizes the fair value transfers of financial assets between Level II and Level III for positions that existed as of March 31, 2014 and 2013 , respectively:
 
For the Three Months Ended March 31,
 
2014
 
2013
Transfers from Level III into Level II (1)
$309,942
 
$338,294
Transfers from Level II into Level III (1)
141,353
 
272,593
(1)
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 three months ended March 31, 2014 , transfers of financial liabilities from Level III to Level II and from Level II to Level III relating to liabilities held by the consolidated VIEs totaled $70.3 million and $316.3 million , respectively. There were transfers of debt held by the consolidated VIEs that are valued using broker quotes between Level II and Level III as a result of subjecting broker quotes on these liabilities 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. There were no transfers of financial liabilities into or out of Level I for the three months ended March 31, 2014 . For the three months ended March 31, 2013 , there were no transfers of financial liabilities between Level I, Level II or Level III.
The following tables summarize the changes in fair value in financial assets, which are measured at fair value and characterized as Level III investments, for the three months ended March 31, 2014 and 2013 :
 
For the Three Months Ended March 31, 2014
 
Investment in AAA Investments
 
Investments held by Apollo Senior Loan Fund
 
Investments in HFA and Other
 
Athene and AAA Services Derivatives
 
Investments of Consolidated VIEs
 
Total
Balance, Beginning of Period
$
1,942,051

 
$
892

 
$
40,373

 
$
130,709

 
$
1,919,537

 
$
4,033,562

Elimination of investments attributable to consolidation of VIEs

 

 

 

 
(14,620
)
 
(14,620
)
Fees

 

 

 
61,728

 

 
61,728

Purchases

 

 
871

 

 
265,063

 
265,934

Sale of investments/Distributions

 
(6
)
 
(78
)
 

 
(181,435
)
 
(181,519
)
Net realized losses

 

 

 

 
(954
)
 
(954
)
Changes in net unrealized gains
205,364

 
28

 
18,158

 
14,039

 
17,535

 
255,124

Transfer into Level III

 

 

 

 
141,353

 
141,353

Transfer out of Level III

 
(914
)
 

 

 
(309,028
)
 
(309,942
)
Balance, End of Period
$
2,147,415

 
$

 
$
59,324

 
$
206,476

 
$
1,837,451

 
$
4,250,666

Change in net unrealized gains included in Net Gains from Investment Activities related to investments still held at reporting date
$
205,364

 
$
28

 
$
18,158

 
$

 
$

 
$
223,550

Change in net unrealized gains included in Net Gains from Investment Activities of Consolidated VIEs related to investments still held at reporting date

 

 

 

 
14,491

 
14,491

Change in net unrealized gains included in Other Income, net related to assets still held at reporting date

 

 

 
14,039

 

 
14,039


- 32 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

 
For the Three Months Ended March 31, 2013
 
Investment in AAA Investments
 
Investments held by Apollo Senior Loan Fund
 
Investments in HFA and Other
 
Athene and AAA Services 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

 

 

 

 
(3,902
)
 
(3,902
)
Fees

 

 

 
22,001

 

 
22,001

Purchases

 
22

 
1,435

 

 
384,161

 
385,618

Sale of investments/Distributions
(62,189
)
 

 
(902
)
 

 
(186,861
)
 
(249,952
)
Net realized losses

 

 

 

 
(4,442
)
 
(4,442
)
Changes in net unrealized gains (losses)
47,770

 
9

 
4,563

 

 
(1,353
)
 
50,989

Transfer into Level III

 

 

 

 
272,593

 
272,593

Transfer out of Level III

 
(621
)
 

 

 
(337,673
)
 
(338,294
)
Balance, End of Period
$
1,652,029

 
$

 
$
55,407

 
$
24,127

 
$
1,765,988

 
$
3,497,551

Change in net unrealized gains included in Net Gains from Investment Activities related to investments still held at reporting date
$
47,770

 
$
9

 
$
4,563

 
$

 
$

 
$
52,342

Change in net unrealized losses included in Net Gains from Investment Activities of Consolidated VIEs related to investments still held at reporting date

 

 

 

 
(8,655
)
 
(8,655
)

- 33 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The following table summarizes the changes in fair value in financial liabilities, which are measured at fair value and characterized as Level III liabilities:
 
For the Three Months Ended March 31,
 
2014
 
2013
 
Debt of Consolidated VIEs
 
Contingent Consideration Obligations
 
Total
 
Debt of Consolidated VIEs
 
Contingent Consideration Obligations
 
Total
Balance, Beginning of Period
$
9,994,147

 
$
135,511

 
$
10,129,658

 
$
11,834,955

 
$
142,219

 
$
11,977,174

Elimination of debt attributable to consolidation of VIEs
(15,394
)
 

 
(15,394
)
 
(3,937
)
 

 
(3,937
)
Additions
750,966

 

 
750,966

 
332,250

 

 
332,250

Payments
(558,608
)
 
(14,558
)
 
(573,166
)
 
(911,775
)
 
(24,419
)
 
(936,194
)
Net realized (gains) losses
(357
)
 

 
(357
)
 
7,603

 

 
7,603

Changes in net unrealized losses / fair value
5,633

 
5,520

(1)  
11,153

 
88,236

 
13,431

(1)  
101,667

Transfers into Level III
316,252

 

 
316,252

 

 

 

Transfers out of Level III
(70,319
)
 

 
(70,319
)
 

 

 

Balance, End of Period
$
10,422,320

 
$
126,473

 
$
10,548,793

 
$
11,347,332

 
$
131,231

 
$
11,478,563

Change in net unrealized losses included in Net Gains from Investment Activities of consolidated VIEs related to liabilities still held at reporting date
$
4,996

 
$

 
$
4,996

 
$
87,186

 
$

 
$
87,186

(1)
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.

- 34 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The following tables summarize the quantitative inputs and assumptions used for financial assets and liabilities categorized in Level III of the fair value hierarchy as of March 31, 2014 and December 31, 2013 :
 
As of March 31, 2014
 
Fair Value
 
Valuation Techniques
 
Unobservable Inputs
 
Ranges
 
Weighted Average
Financial Assets
 
 
 
 
 
 
 
 
 
Investments of Consolidated Apollo Funds:
 
 
 
 
 
 
 
 
 
AAA Investments (1)
$
2,147,415

 
Net Asset Value
 
N/A
 
N/A
 
N/A
Investments in HFA and Other
59,324

 
Third Party Pricing (2)
 
N/A
 
N/A
 
N/A
Athene and AAA Services Derivatives
206,476

 
Transaction
 
Private Placement Price
 
$26.00
 
$26.00
Investments of Consolidated VIEs:
 
 
 
 
 
 
 
 
 
Bank Debt Term Loans
60,760

 
Other
 
N/A
 
N/A
 
N/A
Bank Debt Term Loans
22,270

 
Market Comparable Companies
 
Comparable Multiples
 
5.0x
 
5.0x
Stocks
6,103

 
Market Comparable Companies
 
Comparable Multiples
 
6.5x - 11.2x
 
8.0x
Corporate loans/ bonds
1,748,318

 
Third Party Pricing (2)
 
N/A
 
N/A
 
N/A
Total Investments of Consolidated VIEs
1,837,451

 
 
 
 
 
 
 
 
Total Financial Assets
$
4,250,666

 
 
 
 
 
 
 
 
Financial Liabilities
 
 
 
 
 
 
 
 
 
Liabilities of Consolidated VIEs:
 
 
 
 
 
 
 
 
 
Subordinated Notes
$
835,484

 
Discounted Cash Flow
 
Discount Rate
 
10.0% - 12.0%
 
11.1%
 
Default Rate
 
1.0% - 1.5%
 
1.3%
 
Recovery Rate
 
75.0%
 
75.0%
Senior Secured Notes
2,148,989

 
Discounted Cash Flow
 
Discount Rate
 
1.7% - 2.0%
 
1.8%
 
Default Rate
 
2.0%
 
2.0%
 
Recovery Rate
 
20.0% - 70.0%
 
65.0%
Senior Secured and Subordinated Notes
7,437,847

 
Third Party Pricing (2)
 
N/A
 
N/A
 
N/A
Total Liabilities of Consolidated VIEs
10,422,320

 
 
 
 
 
 
 
 
Contingent Consideration Obligation
126,473

 
Discounted Cash Flow
 
Discount Rate
 
10.5% - 18.5%
 
15.4%
Total Financial Liabilities
$
10,548,793

 
 
 
 
 

 

(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:
 
As of March 31, 2014
 
 
 
% of
Investment
of AAA
Investments
Approximate values based on net asset value of the underlying funds, which are based on the funds underlying investments that are valued using the following:
 
 
 
Transaction
$
2,168,531

(3)  
100
%
Total Investments
2,168,531

 
100
%
Other net liabilities (4)
(21,116
)
 


Total Net Assets
$
2,147,415

 


(2)
These securities are valued primarily using broker quotes.
(3)
Represents the investment by AAA Investments in Athene, which is valued using the price at which the Athene Holding shares were offered in the Athene Private Placement. The unobservable inputs and respective ranges used are the same as noted for the Athene and AAA Services Derivatives in the table above. See note 17 for discussion of the Athene Private Placement.
(4)
Balances include other assets, liabilities and general partner interests of AAA Investments. Balance at March 31, 2014 is primarily comprised of net assets allocated to the general partner of $122.6 million less $99.0 million in note receivable from an affiliate. Carrying values approximate fair value for other assets and liabilities. The note receivable from an affiliate is a Level III asset valued using the price at which the Athene Holding shares were offered in the Athene Private Placement. The unobservable inputs and respective ranges used are the same as noted for the Athene and AAA Services Derivatives in the table above.

- 35 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

 
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 Services 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:
 
As of December 31, 2013
 
 
 
% of
Investment
of AAA
Investments
Approximate values based on net asset value of the underlying funds, which are based on the funds underlying investments that are valued using the following:
 
 
 
Discounted Cash Flow
$
1,950,010

(3)  
100
%
Total Investments
1,950,010

 
100
%
Other net liabilities (4)
(7,959
)
 
 
Total Net Assets
$
1,942,051

 
 
(2)
These securities are valued primarily 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 Services 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 Services Derivatives in the table above.


- 36 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Athene and AAA Services Derivatives
As of March 31, 2014, the significant unobservable input used in the fair value measurement of the Athene Services Derivative and the AAA Services Derivative (each as defined in note 13 ) is the price at which the Athene Holding shares were offered in the Athene Private Placement which closed on April 4, 2014. The shares in the private placement offering were offered at $26 per share. Given the proximity to the March 31, 2014 financial statement date, the $26 per share price was considered to be the best measure of fair value and was therefore utilized for valuing the Athene investment at March 31, 2014.
Consolidated VIEs
Investments
The significant unobservable inputs used in the fair value measurement of the bank debt term loans and stocks include the discount rate applied and the multiples applied in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment; conversely decreases in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks. When a comparable multiple model is used to determine fair value, the comparable multiples are generally multiplied by the underlying companies earnings before interest, taxes, depreciation and amortization ("EBITDA") to establish the total enterprise value of the company. The comparable multiple is determined based on the implied trading multiple of public industry peers.
Liabilities
The significant unobservable inputs used in the fair value measurement of the subordinated and senior secured notes include the discount rate applied in the valuation models, default and recovery rates applied in the valuation models. These inputs in isolation can cause significant increases or decreases in fair value. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of subordinated and senior secured notes; conversely a decrease in the discount rate can significantly increase the fair value of subordinated and senior secured notes. The discount rate is determined based on the market rates an investor would expect for similar subordinated and senior secured notes with similar risks.
Contingent Consideration Obligations
The significant unobservable input used in the fair value measurement of the contingent consideration obligations is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of the contingent consideration obligations; conversely a decrease in the discount rate can significantly increase the fair value of the contingent consideration obligations. The discount rate was based on the weighted average cost of capital for the Company. See note 14 for further discussion of the contingent consideration obligations.


6 . CARRIED INTEREST RECEIVABLE

Carried interest receivable from private equity, credit and real estate funds consisted of the following:  
 
As of 
 March 31, 2014
 
As of 
 December 31, 2013
Private Equity
$
1,574,182

 
$
1,867,771

Credit
338,695

 
408,342

Real Estate
10,821

 
10,962

Total Carried Interest Receivable
$
1,923,698

 
$
2,287,075


- 37 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

 
The table below provides a roll-forward of the carried interest receivable balance for the three months ended March 31, 2014 :
 
 
Private Equity
 
Credit
 
Real Estate
 
Total
Carried interest receivable, January 1, 2014
$
1,867,771

 
$
408,342

 
$
10,962

 
$
2,287,075

Change in fair value of funds
103,251

 
62,434

 
(141
)
 
165,544

Fund cash distributions to the Company
(396,840
)
 
(132,081
)
 

 
(528,921
)
Carried Interest Receivable, March 31, 2014
$
1,574,182

 
$
338,695

 
$
10,821

 
$
1,923,698

 
The timing of the payment of carried interest due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, carried interest with respect to the private equity funds and certain credit and real estate funds, is payable and is distributed to the fund's general partner upon realization of an investment if the fund's cumulative returns are in excess of the preferred return. For most credit funds, carried interest is payable based on realizations after the end of the relevant fund's fiscal year or fiscal quarter, subject to high watermark provisions.


7 . PROFIT SHARING PAYABLE
Profit sharing payable from private equity, credit and real estate funds consisted of the following:
 
As of 
 March 31, 2014
 
As of 
 December 31, 2013
Private Equity
$
640,581

 
$
751,192

Credit
247,521

 
234,504

Real Estate
5,980

 
6,544

Total Profit Sharing Payable
$
894,082

 
$
992,240

The table below provides a roll-forward of the profit sharing payable balance for the three months ended March 31, 2014 :
 
 
Private Equity
 
Credit
 
Real Estate
 
Total
Profit sharing payable, January 1, 2014
$
751,192

 
$
234,504

 
$
6,544

 
$
992,240

Profit sharing expense (1)
66,095

 
38,466

 
(602
)
 
103,959

Payments/other
(176,706
)
 
(25,449
)
 
38

 
(202,117
)
Profit sharing payable, March 31, 2014
$
640,581

 
$
247,521

 
$
5,980

 
$
894,082


(1)
Includes both of the following: i) changes in amounts payable to employees and former employees entitled to a share of carried interest income in Apollo's funds and ii) changes to the fair value of the contingent consideration obligations (see notes 5 and 14 ) recognized in connection with certain Apollo acquisitions.

- 38 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)


8 . OTHER LIABILITIES
Other liabilities consisted of the following:
 
 
As of 
 March 31, 2014
 
As of 
 December 31, 2013
Deferred tax liabilities
$

 
$
37,272

Deferred rent
14,453

 
14,701

Unsettled trades and redemption payable
6,219

 
2,516

Other
10,510

 
8,785

Total Other Liabilities
$
31,182

 
$
63,274


 
9 . INCOME TAXES

The Company is treated as a partnership for income tax purposes and is therefore not subject to U.S. Federal, State and local income taxes. APO Corp., a wholly-owned subsidiary of the Company, is subject to U.S. Federal, State and Local corporate income taxes. Certain other subsidiaries of the Company are subject to New York City Unincorporated Business Tax (“NYC UBT”) attributable to the Company’s operations apportioned to New York City. In addition, certain non-U.S. subsidiaries of the Company are subject to income taxes in their local jurisdictions.
The Company’s provision for income taxes totaled $32.5 million and $18.6 million for the three months ended March 31, 2014 and 2013 , respectively. The Company’s effective tax rate was approximately 6.61% and 2.27% for the three months ended March 31, 2014 and 2013 , respectively.
Under U.S. GAAP, a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Based upon the Company’s review of its federal, state, local and foreign income tax returns and tax filing positions, the Company determined that no unrecognized tax benefits for uncertain tax positions were required to be recorded. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.
The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax authorities. With a few exceptions, as of March 31, 2014 , Apollo and its predecessor entities’ U.S. Federal, state, local and foreign income tax returns for the years 2010 through 2013 are open under the general statute of limitations provisions and therefore subject to examination. In addition, the State of New York is examining APO Corp.’s tax returns for tax years 2008 to 2010. The Internal Revenue Service is examining the tax return of Apollo Management Holdings, L.P. for the tax year 2011. The tax returns of APO Corp. for tax years 2010 and 2011 are being examined by the Internal Revenue Service in connection with the filing of a net operating loss carryback claim to the 2010 tax year.


- 39 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

10 . DEBT
Debt consisted of the following:
 
 
As of March 31, 2014
 
As of December 31, 2013
 
 
Outstanding
Balance
 
Annualized
Weighted
Average
Interest Rate
 
Outstanding
Balance
 
Annualized
Weighted
Average
Interest Rate
 
2013 AMH Credit Facilities - Term Facility
750,000

 
1.36
%
 
750,000

 
1.37
%
 
 
2007 AMH Credit Agreement —On April 20, 2007, Apollo Management Holdings, L.P. (“AMH”), a subsidiary of the Company which is a Delaware limited partnership, entered into a $1.0 billion seven year credit agreement (the “2007 AMH Credit Agreement”). Interest payable under the 2007 AMH Credit Agreement was based on Eurodollar LIBOR or Alternate Base Rate ("ABR") as determined by the borrower. On December 20, 2010, Apollo amended the 2007 AMH Credit Agreement to extend the maturity date of $995.0 million (including the $90.9 million of fair value debt repurchased by the Company) of the term loan from April 20, 2014 to January 3, 2017 and modified certain other terms of the 2007 AMH Credit Agreement. On December 20, 2010, an affiliate of AMH that was a guarantor under the 2007 AMH Credit Agreement repurchased approximately $180.8 million of the term loan in connection with the extension of the maturity date of such loan and thus the 2007 AMH Credit Agreement (excluding the portions held by AMH affiliates) had a remaining balance of $728.3 million .
The interest rate on the $723.3 million , net ( $995.0 million portion less amount repurchased by the Company) of the loan at March 31, 2013 was 4.00% and the interest rate on the remaining $5.0 million portion of the loan at March 31, 2013 was 1.25% . Interest expense incurred by the Company related to the 2007 AMH Credit Agreement was $7.3 million for the three months ended March 31, 2013 . Amortization expense related to the 2007 AMH Credit Agreement was $0.1 million for the three months ended March 31, 2013 .
The outstanding loans under the 2007 AMH Credit Agreement were refinanced on December 18, 2013 with the net proceeds from the 2013 AMH Credit Facilities (as defined below). Additionally, the net proceeds were used to pay fees and expenses associated with the 2013 AMH Credit Facilities. The 2007 AMH Credit Agreement and all related loan documents and security with respect thereto were terminated in connection with the refinancing.
2013 AMH Credit Facilities —On December 18, 2013, AMH and its consolidated subsidiaries and certain other subsidiaries of the Company (collectively, the "Borrowers") entered into new credit facilities (the "2013 AMH Credit Facilities") with JPMorgan Chase Bank, N.A. The 2013 AMH Credit Facilities provide for (i) a term loan facility to AMH (the “Term Facility”) that includes $750 million of the term loan from third-party lenders and $271.7 million of the term loan held by a subsidiary of the Company and (ii) a $500 million revolving credit facility (the “Revolver Facility”), in each case, with a final maturity date of January 18, 2019.
Interest on the borrowings is based on an adjusted LIBOR rate or alternate base rate, in each case plus an applicable margin, and undrawn revolving commitments bear a commitment fee. Under the terms of the 2013 AMH Credit Facilities, the applicable margin ranges from 1.125% to 1.75% for LIBOR loans and 0.125% to 0.75% for alternate base rate loans, and the undrawn revolving commitment fee ranges from 0.125% to 0.25% , in each case depending on the Company’s corporate rating assigned by Standard & Poor’s Ratings Group, Inc. The 2013 AMH Credit Facilities do not require any scheduled amortization payments or other mandatory prepayments (except with respect to overadvances on the Revolver Facility) prior to the final maturity date, and the Borrowers may prepay the loans and/or terminate or reduce the revolving commitments under the 2013 AMH Credit Facilities at any time without penalty. The interest rate on the $750 million Term Facility as of March 31, 2014 was 1.36% and the commitment fee as of March 31, 2014 on the $500 million undrawn Revolver Facility was 0.125% . Interest expense incurred by the Company related to the 2013 AMH Credit Facilities was $2.7 million for the three months ended March 31, 2014 .
As of March 31, 2014 and December 31, 2013 , $750 million of the Term Facility was outstanding with third-party lenders and there is approximately $271.7 million of the Term Facility that is held by a subsidiary of the Company. As of March 31, 2014 and December 31, 2013 the Revolver Facility was undrawn. The estimated fair value of the Company’s long-term debt obligation related to the 2013 AMH Credit Facilities is believed to be approximately $751.9 million based on obtained broker quotes as of March 31, 2014 . The $750 million carrying value of debt that is recorded on the condensed consolidated statement of financial condition at March 31, 2014 is the amount for which the Company expects to settle the 2013 AMH Credit Facilities.

- 40 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

In accordance with U.S. GAAP, the Company determined that the refinancing of the outstanding loans under the 2007 AMH Credit Agreement resulted in a debt extinguishment. The Company capitalized debt issuance costs of $6.6 million incurred in relation to the 2013 AMH Credit Facilities which was recorded in other assets in the condensed consolidated statement of financial condition as of December 31, 2013 to be amortized over the life of the term loan and line of credit. Amortization expense related to the 2013 AMH Credit Facilities was $0.3 million for the three months ended March 31, 2014 .
The 2013 AMH Credit Facilities are guaranteed and collateralized by AMH and its consolidated subsidiaries, Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., AAA Holdings, L.P., 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., ST Holdings GP, LLC and ST Management Holdings, LLC. The 2013 AMH Credit Facilities contain affirmative and negative covenants which limit the ability of the Borrowers, the guarantors and certain of their subsidiaries to, among other things, incur indebtedness and create liens. Additionally, the 2013 AMH Credit Facilities contain financial covenants which require the Borrowers and their subsidiaries to maintain (1) at least $40 billion of fee-generating Assets Under Management and (2) a maximum total net leverage ratio of not more than 4.00 to 1.00 (subject to customary equity cure rights). The 2013 AMH Credit Facilities also contain customary events of default, including events of default arising from non-payment, material misrepresentations, breaches of covenants, cross default to material indebtedness, bankruptcy and changes in control of the Company. As of March 31, 2014 , the Company was not aware of any instances of non-compliance with the financial covenants contained in the 2013 AMH Credit Facilities.
Borrowings under the Revolver Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. In addition, the Borrowers may incur incremental facilities in respect of the Revolver Facility and the Term Facility in an aggregate amount not to exceed $500 million plus additional amounts so long as the Borrowers are in compliance with a net leverage ratio not to exceed 3.75 to 1.00 .
The consolidated net (deficit) assets of each Borrower are summarized as follows:
Borrower
 
Consolidated Net (Deficit) Assets as of March 31, 2014
 
Consolidated Net (Deficit) Assets as of December 31, 2013
AMH and subsidiaries (1)
 
$(497,556)
 
$(689,958)
Apollo Principal Holdings I, L.P.
 
1,450,945
 
1,570,336
Apollo Principal Holdings II, L.P. (2)
 
115,052
 
167,844
Apollo Principal Holdings III, L.P.
 
516,555
 
661,106
Apollo Principal Holdings IV, L.P.
 
169,677
 
163,329
Apollo Principal Holdings V, L.P.
 
53,680
 
53,116
Apollo Principal Holdings VI, L.P.
 
256,555
 
239,876
Apollo Principal Holdings VII, L.P.
 
116,502
 
99,250
Apollo Principal Holdings VIII, L.P.
 
33,430
 
16,784
Apollo Principal Holdings IX L.P.
 
75,419
 
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.


- 41 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)


11 . NET INCOME (LOSS) PER CLASS A SHARE
U.S. GAAP requires use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for distributions declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity.
The remaining earnings are allocated to Class A shares and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Earnings or losses allocated to each class of security are then divided by the applicable number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding common shares and all potential common shares assumed issued if they are dilutive. The numerator is adjusted for any changes in income or loss that would result from the assumed conversion of these potential common shares.
The table below presents basic and diluted net income (loss) per Class A share using the two-class method for the three months ended March 31, 2014 and 2013 :
 
Basic and Diluted
 
For the Three Months Ended 
 March 31,
 
2014
 
2013
 
Numerator:
 
 
 
 
Net income attributable to Apollo Global Management, LLC
$
72,169

  
$
248,978

  
Distributions declared on Class A shares
(160,867
)
(1)  
(138,746
)
(2)  
Distributions on participating securities
(25,477
)
 
(24,992
)
 
Earnings allocable to participating securities

(3)  
(13,718
)
 
Undistributed (loss) income attributable to Class A shareholders: Basic
(114,175
)
  
71,522

  
Dilution effect on undistributed income attributable to Class A shareholders

  
5,600

  
Dilution effect on distributable income attributable to participating securities

 

 
Undistributed (loss) income attributable to Class A shareholders: Diluted
$
(114,175
)
  
$
77,122

  
Denominator:
 
 
 
 
Weighted average number of Class A shares outstanding: Basic
147,776,519

  
131,249,034

  
Dilution effect of share options and unvested RSUs

  
4,770,767

  
Weighted average number of Class A shares outstanding: Diluted
147,776,519

  
136,019,801

  
Net income (loss) per Class A share: Basic
 
 
 
 
Distributed Income
$
1.09

  
$
1.06

  
Undistributed (Loss) Income
(0.77
)
  
0.54

  
Net Income per Class A Share: Basic
$
0.32

  
$
1.60

  
Net Income per Class A Share: Diluted (4)
 
 
 
 
Distributed income
$
1.09

  
$
1.02

  
Undistributed (loss) income
(0.77
)
  
0.57

  
Net Income per Class A Share: Diluted
$
0.32

  
$
1.59

  
 
(1)
The Company declared a $1.08 distribution on Class A shares on February 7, 2014.
(2)
The Company declared a $1.05 distribution on Class A shares on February 8, 2013.
(3)
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.
(4)
For the three months ended March 31, 2014 , the Company had an undistributed loss attributable to Class A shareholders and as such there was no dilution. For the three months ended March 31, 2014 , AOG Units, RSUs, share options and participating securities

- 42 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

were anti-dilutive and were accordingly excluded from the diluted earnings per share calculation. For the three months ended March 31, 2013, AOG units and participating securities were determined to be anti-dilutive and were accordingly excluded from the diluted earnings per share calculation.

On October 24, 2007, the Company commenced the granting of restricted share units ("RSUs") that provide the right to receive, subject to vesting, Class A shares of Apollo Global Management, LLC, pursuant to the Company’s 2007 Omnibus Equity Incentive Plan. Certain RSU grants to employees provide the right to receive distribution equivalents on vested RSUs on an equal basis any time a distribution is declared. The Company refers to these RSU grants as “Plan Grants.” For certain Plan Grants, distribution equivalents are paid in January of the calendar year next following the calendar year in which a distribution on Class A shares was declared. In addition, certain RSU grants to employees provide that both vested and unvested RSUs participate in distribution equivalents on an equal basis with the Class A shareholders any time a distribution is declared. The Company refers to these as “Bonus Grants." As of March 31, 2014 , approximately 21.3 million vested RSUs and 4.0 million unvested RSUs were eligible for participation in distribution equivalents.
Any distribution equivalent paid to an employee will not be returned to the Company upon forfeiture of the award by the employee. Vested and unvested RSUs that are entitled to non-forfeitable distribution equivalents qualify as participating securities and are included in the Company’s basic and diluted earnings per share computations using the two-class method. The holder of an RSU participating security would have a contractual obligation to share in the losses of the entity if the holder is obligated to fund the losses of the issuing entity or if the contractual principal or mandatory redemption amount of the participating security is reduced as a result of losses incurred by the issuing entity. Because the RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.
Holders of AOG Units are subject to the vesting requirements and transfer restrictions set forth in the agreements with the respective holders, and may up to four times each year, upon notice (subject to the terms of the Exchange Agreement), exchange their AOG Units for Class A shares on a one-for-one basis. A limited partner must exchange one partnership unit in each of the Apollo Operating Group partnerships to effectuate an exchange for one Class A share. As disclosed in note 1 , in connection with the Secondary Offering, certain holders of AOG Units exchanged their AOG Units for Class A shares and approximately 8.8 million Class A shares were issued by the Company in the exchange. In November 2013, 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. If all of the outstanding AOG Units were exchanged for Class A shares as of March 31, 2014 , the result would be an additional 228,954,598 Class A shares added to the diluted earnings per share calculation.
Apollo Global Management, LLC has one Class B share outstanding, which is held by BRH Holdings GP, Ltd. ("BRH"). The voting power of the Class B share is reduced on a one vote per one AOG Unit basis in the event of an exchange of AOG Units for Class A shares, as discussed above. The Class B share has no net income (loss) per share as it does not participate in Apollo’s earnings (losses) or distributions. The Class B share has no distribution or liquidation rights. The Class B share has voting rights on a pari passu basis with the Class A shares. The Class B share had a super voting power of 228,954,598 votes as of March 31, 2014 .

- 43 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The table below presents transactions in Class A shares during the three months ended March 31, 2014 and each quarter during the year ended December 31, 2013 and the resulting impact on the Company’s and Holdings’ ownership interests in the Apollo Operating Group:
 
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, 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)  
Quarter Ended March 31, 2014
 
Issuance
 
2,672

 
39.0%
 
39.4%
 
61.0%
 
60.6%
 
 
(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, 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.


12 . EQUITY-BASED COMPENSATION
AOG Units
The fair value of the AOG Units of approximately $5.6 billion was charged to compensation expense on a straight-line basis over the five or six year service period, as applicable. For the three months ended March 31, 2013 , $15.0 million of compensation expense was recognized. The AOG Units were fully vested and amortized as of June 30, 2013.
RSUs
On October 24, 2007, the Company commenced the granting of RSUs under the Company’s 2007 Omnibus Equity Incentive Plan. These grants are accounted for as a grant of equity awards in accordance with U.S. GAAP. The fair value of all grants after March 29, 2011 is based on the grant date fair value, which considers the public share price of the Company. For Plan Grants, the fair value is based on grant date fair value, and is discounted primarily for transfer restrictions and lack of distributions until vested. For Bonus Grants, the fair value is discounted primarily for transfer restrictions and in certain cases timing of distributions. For Plan Grants that are not eligible for distributions on unvested shares, the discount for the lack of distributions until vested based on the present value of a growing annuity calculation had a weighted average of 35.2% and 15.3% for the three months ended March 31, 2014 and 2013 , respectively. Additionally, for Plan Grants, the marketability discount for transfer restrictions based on the Finnerty Model calculation, after considering the discount for lack of pre-vesting distributions, had a weighted average of 5.0% and 5.0% for the three months ended March 31, 2014 and 2013 , respectively. For Bonus Grants, the marketability discount for transfer restrictions based on the Finnerty Model calculation had a weighted average of 3.0% and 5.0% for the three months ended March 31, 2014 and 2013 , respectively. The total fair value is charged to compensation expense on a straight-line basis over the vesting period, which is generally up to six years , with the first installment vesting one year after grant and quarterly vesting thereafter (for Plan Grants) or annual vesting over three years (for Bonus Grants). The actual forfeiture rate was 8.0% and 0.9% for the three months ended March 31, 2014 and 2013 , respectively. For the three months ended March 31, 2014 and 2013 , $30.6 million and $27.5 million of compensation expense was recognized, respectively.

- 44 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The following table summarizes RSU activity for the three months ended March 31, 2014 :
 
 
Unvested
 
Weighted  Average Grant Date Fair
Value
 
Vested
 
Total Number 
of RSUs
Outstanding
 
Balance at January 1, 2014
8,777,286

 
$
14.32

 
22,793,751

 
31,571,037

 
Granted
1,252,798

 
26.34

 

 
1,252,798

 
Forfeited  (2)
(797,983
)
 
9.75

 

 
(797,983
)
 
Delivered

 
15.56

 
(2,524,047
)
 
(2,524,047
)
 
Vested (2)
(1,040,353
)
 
20.84

 
1,040,353

 

 
Balance at March 31, 2014
8,191,748

 
$
15.78

 
21,310,057

 
29,501,805

(1)  
 
(1)
Amount excludes RSUs which have vested and have been issued in the form of Class A shares.
(2)
In connection with the departure of an employee from the Company, 625,000 RSUs previously granted to such employee vested immediately and 625,000 RSUs previously granted to such employee were forfeited as of March 26, 2014. As a result, the Company recorded an incremental compensation expense of $17.5 million related to the relevant RSU award for the three months ended March 31, 2014.

Units Expected to Vest —As of March 31, 2014 , approximately 7,700,000 RSUs were expected to vest over the next 3.2 years .
Share Options
The following options have been granted under the Company's 2007 Omnibus Equity Incentive Plan:
 
Date of Grant
 
Options Granted
 
Vesting Terms
December 2, 2010  (1)
 
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; 1,250,000 of these options were forfeited during the quarter ended March 31, 2014.
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.
(1)
In connection with the departure of an employee from the Company, 1,250,000 share options that were previously granted to such employee vested immediately and 1,250,000  share options that were previously granted to such employee were forfeited as of March 26, 2014. As a result, the Company recorded an incremental compensation expense of $28.1 million relates to the relevant option award agreement for the three months ended March 31, 2014.

- 45 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

For the three months ended March 31, 2014 and 2013 , $28.1 million and $1.2 million of compensation expense was recognized as a result of these grants, respectively.
There were no share options granted during the three months ended March 31, 2014 . Apollo measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for options granted during 2012 and 2011:  
Assumptions:
 
2012
 
2011
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.



The following table summarizes the share option activity for the three months ended March 31, 2014 :
 
 
Options
Outstanding
 
Weighted
Average
Exercise
Price
 
Aggregate
Fair
Value
 
Weighted
Average
Remaining
Contractual
Term
Balance at January 1, 2014
2,950,003

 
$
8.69

 
$
16,124

 
7.08

Exercised
(212,500
)
 
8.09

 
(1,179
)
 

Forfeited
(1,250,000
)
 
8.00

 
(7,025
)
 

Balance at March 31, 2014
1,487,503

 
9.36

 
$
7,920

 
6.99

Exercisable at March 31, 2014
1,310,419

 
$
8.42

 
$
28,244

 
6.76

Options Expected to Vest As of March 31, 2014 , approximately 167,000 options were expected to vest.
The expected life of the options granted represents the period of time that options are expected to be outstanding and is based on the contractual term of the option. Unamortized compensation cost related to unvested share options at March 31, 2014 was $0.5 million and is expected to be recognized over a weighted average period of 4.3 years .
Delivery of Class A Shares - RSUs and Share Options
During the three months ended March 31, 2014 , the Company delivered Class A shares in settlement of vested RSUs and exercised share options. The delivery of Class A shares in settlement of vested RSUs and exercised share options does not cause a transfer of amounts in the condensed consolidated statements of changes in shareholders’ equity to the Class A shareholders. The delivery of Class A shares in settlement of vested RSUs and exercised share options causes the income allocated to the Non-Controlling Interests to shift to the Class A shareholders from the date of delivery forward. During the three months ended March 31, 2014 , the Company delivered 2,671,869 Class A shares in settlement of vested RSUs and exercised share options, which caused the Company’s ownership interest in the Apollo Operating Group to increase to 39.4% from 39.0% .
AAA RDUs
Incentive units that provide the right to receive AAA restricted depositary units (“RDUs”) following vesting are granted periodically to employees of Apollo. These grants are accounted for as equity awards in accordance with U.S. GAAP. The incentive units granted to employees generally vest over three years . In contrast, the Company’s Managing Partners and Contributing Partners

- 46 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

have received distributions of fully-vested AAA RDUs. The fair value at the date of the grants is recognized on a straight-line basis over the vesting period (or upon grant in the case of fully vested AAA RDUs). The grant date fair value is based on the public share price of AAA. Vested AAA RDUs can be converted into ordinary common units of AAA subject to applicable securities law restrictions. During the three months ended March 31, 2014 and 2013 , the actual forfeiture rate was 1% . For the three months ended March 31, 2014 and 2013 , $0.2 million and $0.3 million of compensation expense was recognized, respectively.
During the three months ended March 31, 2014 and 2013 , the Company delivered 120,354 and 114,896 RDUs, respectively. The deliveries for the three months ended March 31, 2014 and 2013 resulted in a satisfaction of liability of $1.2 million and $1.0 million , respectively, and the recognition of a net decrease of additional paid in capital for the three months ended March 31, 2014 and 2013 of $2.5 million and $1.4 million , respectively. These amounts are presented in the condensed consolidated statements of changes in shareholders’ equity. There was $0.2 million and $1.2 million of liability for undelivered RDUs included in accrued compensation and benefits in the condensed consolidated statements of financial condition as of March 31, 2014 and December 31, 2013 , respectively. The following table summarizes RDU activity for the three months ended March 31, 2014 :
 
 
Unvested
 
Weighted
Average
Grant Date
Fair Value
 
Vested
 
Total Number
of RDUs
Outstanding
Balance at January 1, 2014
245,362

 
$
10.38

 
120,354

 
365,716

Granted
18,426

 
33.05

 

 
18,426

Forfeited
(2,861
)
 
8.36

 

 
(2,861
)
Delivered

 
9.02

 
(120,354
)
 
(120,354
)
Balance at March 31, 2014
260,927

 
$
12.00

 

 
260,927


Units Expected to Vest —As of March 31, 2014 , approximately 245,000 RDUs were expected to vest over the next 3.0 years .
The following table summarizes the activity of RDUs available for future grants:
 
RDUs Available
For Future
Grants
 
Balance at January 1, 2014
1,652,309

 
Purchases
9,719

 
Granted
(18,426
)
 
Forfeited
2,861

 
Balance at March 31, 2014
1,646,463

 
Restricted Stock and Restricted Stock Unit Awards— Apollo Commercial Real Estate Finance, Inc.
ARI restricted stock awards and ARI restricted stock unit awards ("ARI RSUs") granted to the Company and certain of the Company’s employees generally vest over three years, either quarterly or annually. The awards granted to the Company are accounted for as investments and deferred revenue in the condensed consolidated statements of financial condition. As these awards vest, the deferred revenue is recognized as management fees. The investment is accounted for using the equity method of accounting for awards granted to the Company and as a deferred compensation asset for the awards granted to employees. Compensation expense is recognized on a straight line-basis over the vesting period for the awards granted to the employees. The Company recorded an asset and a liability upon receiving the awards on behalf of the Company’s employees. The fair value of the awards to employees is based on the grant date fair value, which utilizes the public share price of ARI, less discounts for transfer restrictions. The awards granted to the Company’s employees are remeasured each period to reflect the fair value of the asset and other liabilities and any changes in these values are recorded in the condensed consolidated statements of operations. For the three months ended March 31, 2014 and 2013 , $0.3 million and $1.4 million of management fees and $0.3 million and $1.0 million of compensation

- 47 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

expense were recognized in the condensed consolidated statements of operations, respectively. The actual forfeiture rate for unvested ARI restricted stock awards and ARI RSUs was 0% and 0% for the three months ended March 31, 2014 and 2013 , respectively.
The following table summarizes activity for the ARI restricted stock awards and ARI RSUs that were granted to both the Company and certain of its employees for the three months ended March 31, 2014 :
 
 
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, 2014

 
274,402

 
$
15.86

 
428,372

 
702,774

Vested awards for employees of the Company

 
(48,000
)
 
14.90

 
48,000

 

Vested awards of the Company

 
(52,000
)
 
14.85

 
52,000

 

Balance at March 31, 2014

 
174,402

 
$
16.42

 
528,372

 
702,774

Units Expected to Vest —As of March 31, 2014 , approximately 166,000 ARI RSUs were expected to vest over the next 1.7 years .
 
Restricted Stock Unit Awards—Apollo Residential Mortgage, Inc.
AMTG restricted stock units (“AMTG RSUs”) granted to the Company and certain of the Company’s employees generally vest over three years , either quarterly or annually. The awards granted to the Company are accounted for as investments and deferred revenue in the condensed consolidated statements of financial condition. As these awards vest, the deferred revenue is recognized as management fees. The investment is accounted for using the equity method of accounting for awards granted to the Company and as a deferred compensation asset for the awards granted to employees. Compensation expense is recognized on a straight line-basis over the vesting period for the awards granted to the employees. The Company recorded an asset and a liability upon receiving the awards on behalf of the Company’s employees. The awards granted to the Company’s employees are remeasured each period to reflect the fair value of the asset and other liabilities and any changes in these values are recorded in the condensed consolidated statements of operations.
The fair value of the awards to employees is based on the grant date fair value, which utilizes the public share price of AMTG less discounts for transfer restrictions and timing of distributions. For the three months ended March 31, 2014 and 2013 , $0.3 million and $0.3 million of management fees were recognized in the condensed consolidated statements of operations, respectively. For the three months ended March 31, 2014 and 2013 , $0.2 million and $0.3 million of compensation expense was recognized in the condensed consolidated statements of operations, respectively. The actual forfeiture rate for AMTG RSUs was 0% for the three months ended March 31, 2014 and 2013, respectively.
The following table summarizes activity for the AMTG RSUs that were granted to both the Company and certain of its employees for the three months ended March 31, 2014 :
 
 
AMTG RSUs
Unvested
 
Weighted
Average
Grant Date
Fair Value
 
AMTG RSUs Vested
 
Total
Number of
AMTG RSUs
Outstanding
Balance at January 1, 2014
127,237

 
$
19.28

 
70,371

 
197,608

Vested awards of the employees of the Company
(989
)
 
16.60

 
989

 

Vested awards of the Company
(1,562
)
 
18.20

 
1,562

 

Balance at March 31, 2014
124,686

 
$
19.31

 
72,922

 
197,608

Units Expected to Vest —As of March 31, 2014 , approximately 117,000 AMTG RSUs were expected to vest over 1.8 years .

- 48 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Equity-Based Compensation Allocation
Equity-based compensation is allocated based on ownership interests. Therefore, the amortization of the AOG Units is allocated to shareholders’ equity attributable to Apollo Global Management, LLC and the Non-Controlling Interests, which results in a difference in the amounts charged to equity-based compensation expense and the amounts credited to shareholders’ equity attributable to Apollo Global Management, LLC in the Company’s condensed consolidated financial statements.
Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended March 31, 2014 :
 
 
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
RSUs and Share Options
$
58,199

 
%
 

 
$
58,199

ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs
544

 
60.6

 
330

 
214

AAA RDUs
235

 
60.6

 
143

 
92

Total Equity-Based Compensation
$
58,978

 
 
 
473

 
58,505

Less ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs (2)
 
 
 
 
(473
)
 
178

Capital Increase Related to Equity-Based Compensation
 
 
 
 
$

 
$
58,683

 
(1)
Calculated based on average ownership percentage for the period considering Class A share issuances during the period.
(2)
Includes equity-based compensation reimbursable by certain funds.

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended March 31, 2013 :

 
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
$
15,004

 
64.5
%
 
$
9,702

 
$
5,302

RSUs and Share Options
28,727

 

 

 
28,727

ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs
1,296

 
64.5

 
836

 
460

AAA RDUs
259

 
65.5

 
167

 
92

Total Equity-Based Compensation
$
45,286

 
 
 
10,705

 
34,581

Less ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs
 
 
 
 
(1,003
)
 
(291
)
Capital Increase Related to Equity-Based Compensation
 
 
 
 
$
9,702

 
$
34,290


(1)
Calculated based on average ownership percentage for the period considering Class A share issuances during the period.


13 . RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES
The Company typically facilitates the initial payment of certain operating costs incurred by the funds that it manages as well as their affiliates. These costs are normally reimbursed by such funds and are included in due from affiliates.

- 49 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Due from affiliates and due to affiliates are comprised of the following:
 
As of 
 March 31, 2014
 
As of 
 December 31, 2013
 
Due from Affiliates:
 
 
 
 
Due from private equity funds
$
47,742

 
$
57,582

 
Due from portfolio companies
40,267

 
23,484

 
Due from credit funds (1)
283,852

 
216,750

 
Due from Contributing Partners, employees and former employees
1,381

 
2,659

 
Due from real estate funds
14,923

 
12,119

 
Other
15

 
4,653

 
Total Due from Affiliates
$
388,180

 
$
317,247

 
Due to Affiliates:
 
 
 
 
Due to Managing Partners and Contributing Partners in connection with the tax receivable agreement
$
523,324

 
$
525,483

 
Due to private equity funds
2,322

 
825

 
Due to credit funds
2,725

 
1,773

 
Distributions payable to employees
18,687

 
67,290

 
Total Due to Affiliates
$
547,058

 
$
595,371

 

(1)
Includes Athene Services Derivative as discussed in "Athene" below.
Tax Receivable Agreement and Other
Subject to certain restrictions, each of the Managing Partners and Contributing Partners has the right to exchange their vested AOG Units for the Company’s Class A shares. Certain Apollo Operating Group entities have made an election under Section 754 of the U.S. Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), which will result in an adjustment to the tax basis of the assets owned by the Apollo Operating Group at the time of the exchange. These exchanges will result in increases in tax deductions that will reduce the amount of tax that APO Corp. will otherwise be required to pay in the future.
The tax receivable agreement provides for the payment to the Managing Partners and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. Federal, state, local and foreign income taxes that APO Corp. would realize as a result of the increases in tax basis of assets that resulted from the 2007 Reorganization and the Secondary Offering. If the Company does not make the required annual payment on a timely basis as outlined in the tax receivable agreement, interest is accrued on the balance until the payment date. These payments are expected to occur approximately over the next 20 years . In connection with the amendment of the AMH partnership agreement in April of 2010, the tax receivable agreement was revised to reflect the Managing Partners’ agreement to defer 25% , or $12.1 million , of the required payments pursuant to the tax receivable agreement that are attributable to the 2010 fiscal year for a period of four years until 2015. During the three months ended March 31, 2014 and 2013, there were no payments made in connection with the tax receivable agreement.
Due from Contributing Partners, Employees and Former Employees
As of March 31, 2014 and December 31, 2013 , due from Contributing Partners, Employees and Former Employee balances include various amounts due to the Company including director fee receivables.

- 50 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Distributions
In addition to other distributions such as payments pursuant to the tax receivable agreement, the table below presents information regarding the quarterly distributions which were made at the sole discretion of the manager of the Company during 2013 and 2014 (in millions, except per share amounts):
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
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

February 7, 2014
 
$
1.08

 
February 26, 2014
 
$
160.9

 
$
247.3

 
$
408.2

 
$
25.5

For the three months ended March 31, 2014
 
$
1.08

 
 
 
$
160.9

 
$
247.3

 
$
408.2

 
$
25.5

(1)
On April 12, 2013, the Company made a $0.23 distribution to the non-controlling interest holders in the Apollo Operating Group.
Indemnity
Carried interest income from certain funds that the Company manages can be distributed to us on a current basis, but is subject to repayment by the subsidiary of the Apollo Operating Group that acts as general partner of the fund in the event that certain specified return thresholds are not ultimately achieved. The Managing Partners, Contributing Partners and certain other investment professionals have personally guaranteed, subject to certain limitations, the obligation of these subsidiaries in respect of this general partner obligation. Such guarantees are several and not joint and are limited to a particular Managing Partner’s or Contributing Partner’s distributions. An existing shareholders agreement includes clauses that indemnify each of the Company’s Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of certain funds that the Company manages (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that the Company’s Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group.
Accordingly, in the event that the Company’s Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation for the return of previously made distributions, we will be obligated to reimburse the Company’s Managing Partners and certain Contributing Partners for the indemnifiable percentage of amounts that they are required to pay even though the Company did not receive the certain distribution to which that general partner obligation related. There was no indemnification liability recorded as of March 31, 2014 and December 31, 2013 .
Athene
Athene Holding is the ultimate parent of various insurance company operating subsidiaries. Through its subsidiaries, Athene Holding provides insurance products focused primarily on the retirement market and its business centers primarily on issuing or reinsuring fixed and equity-indexed annuities.
As of March 31, 2014 , AAA, through its investment in AAA Investments, owned the majority of the economic equity of Athene Holding. See the discussion of the AAA Transaction in note 3 .
Apollo, through its consolidated subsidiary, Athene Asset Management, L.P. ("Athene Asset Management"), provides asset management services to Athene, including asset allocation and portfolio management strategies, and receives fees from Athene for providing such services. As of March 31, 2014 , all of Athene’s assets were managed by Athene Asset Management.

- 51 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Athene Asset Management receives a gross management fee equal to 0.40% per annum on all assets under management in accounts owned by or related to Athene (the “Athene Accounts”), with certain limited exceptions. In addition, the Company receives sub-advisory management fees and carried interest income with respect to a portion of the assets in the Athene Accounts. Athene Asset Management and other Apollo subsidiaries incur all expenses associated with their provision of services to Athene, including but not limited to, asset allocation services, direct asset management services, risk management, asset and liability matching management, mergers and acquisitions asset diligence, hedging and other services.
In connection with the AAA Transaction, a subsidiary of AAA Investments contributed three investment partnerships to Athene (the "Contributed Partnerships"). The Contributed Partnerships pay a quarterly management fee and carried interest to Apollo with respect to the assets contributed in the AAA Transaction. With respect to capital invested in an Apollo fund, Apollo receives management fees directly from the relevant funds under the investment management agreements with such funds and not pursuant to the services agreement with the Contributed Partnerships. In addition, carried interest is payable by the Contributed Partnerships with respect to each investment or group of investments (as specified in the particular partnership agreement), at a rate of 20% of the profit of such investment or group of investments, subject to applicable hurdle rates. Each investment or group of investments is treated separately for the purposes of calculating carried interest. The contributed assets also included certain investments in funds managed by Apollo, carried interest on which is assessed at the fund level.
Under a transaction advisory services agreement with Athene (the "Athene Services Agreement"), effective February 5, 2013, Apollo earns a quarterly monitoring fee of 0.50% of Athene’s capital and surplus as of the end of the applicable quarter multiplied by 2.5 , excluding the shares of Athene Holding that were newly acquired (and not in satisfaction of prior commitments to buy such shares) by AAA Investments in the AAA Transaction (the “Excluded Athene Shares”), at the end of each quarter through December 31, 2014, the termination date. This quarterly monitoring fee is not applicable to the amount of invested capital attributable to the Excluded Athene Shares. As of March 31, 2014, all such monitoring fees were paid pursuant to a derivative contract between Athene and Apollo (the "Athene Services Derivative"). Each quarter, monitoring fees earned are translated into an accrued notional number of shares of Athene Holding, and the accrued notional shares of Athene Holding are fair valued. At Athene’s option, all notional shares accrued pursuant to the terms of the derivative contract are payable either in shares of Athene Holding or cash equal to the fair value of such shares of Athene Holding at the time of settlement. Settlement of Athene Services Derivative occurs on the earlier of a change in control of Athene or October 31, 2017. For the three months ended March 31, 2014 and 2013 , Apollo earned $58.7 million and $19.5 million , respectively, related to this monitoring fee, which is recorded in advisory and transaction fees from affiliates, net, in the condensed consolidated statements of operations. As of March 31, 2014 and December 31, 2013 , Apollo had a $187.6 million receivable and a $116.4 million receivable, respectively, which is accounted for as a derivative recorded in due from affiliates on the condensed consolidated statements of financial condition.
In accordance with the services agreement among AAA, AAA Investments and the other service recipients party thereto and Apollo (the "AAA Services Agreement"), Apollo receives a management fee for managing the assets of AAA Investments. In connection with the consummation of the AAA Transaction, on October 31, 2012, the AAA Services Agreement was amended. Pursuant to the amended AAA Services Agreement, the parties agreed that there will be no management fees payable by AAA Investments with respect to the Excluded Athene Shares. AAA Investments will continue to pay Apollo the same management fee on its investment in Athene (other than with respect to the Excluded Athene Shares), except that Apollo agreed that the obligation to pay the existing management fee shall terminate on December 31, 2014 (although services will continue through December 31, 2020). Pursuant to the amended AAA Services Agreement as in effect on March 31, 2014, in the event that AAA makes a tender offer for all or substantially all of its units where the consideration is to be paid in shares of Athene Holding (or if AAA accomplishes a similar transaction using an alternative structure that is no less favorable in all material respects to the AAA unitholders as a whole), the management fee will be unwound and a lump sum payment will be made to Apollo equal to the remaining management fee that would have been due until the expiration date (December 31, 2020), using an 8% discount rate and assuming a 14% growth rate to then existing management fees, compounded annually, until the expiration date (the "AAA Unwind Fee"), subject to a cap of $25.0 million if the tender offer or similar transaction commences in 2014, $20.0 million if the tender offer or similar transaction commences in 2015 and zero if the tender offer or similar transaction commences in 2016 or thereafter. As of March 31, 2014, all such management fees were accrued pursuant to a derivative contract between AAA Investments and Apollo (the "AAA Services Derivative"). Each quarter, management fees earned are translated into an accrued notional number of shares of Athene Holding Ltd., and the accrued notional shares of Athene Holding are fair valued. At the option of AAA Investments, all notional shares accrued pursuant to the terms of the AAA Services Derivative contract are payable either in shares of Athene Holding or cash equal to the fair value of such shares of Athene Holding at the time of settlement. Settlement of the AAA Services Derivative occurs on the earlier of a change of control of Athene or October 31, 2017. As of March 31, 2014 and December 31, 2013 , Apollo had a receivable of $18.9 million and $14.3 million , respectively, related to the AAA Services Agreement, which is recorded in due from affiliates on the condensed consolidated statements of financial condition. The total

- 52 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

management fees earned by Apollo related to the AAA Services Agreement and the Contributed Partnerships for the three months ended March 31, 2014 and 2013 were $2.9 million (of which $0.4 million related to the AAA Services Derivative, as described above) and $3.1 million (of which $0.6 million related to the AAA Services Derivative, as described above), respectively, which is recorded in management fees from affiliates in the condensed consolidated statements of operations.
In addition, Apollo, as general partner of AAA Investments, is generally entitled to a carried interest that allocates to it 20% of the realized returns (net of related expenses, including borrowing costs) on the investments of AAA Investments, except that Apollo will not be entitled to receive any carried interest in respect of the Excluded Athene Shares. Carried interest receivable from AAA Investments will be paid in shares of Athene Holding (valued at the then fair market value) if there is a distribution in kind of shares of Athene Holding, or paid in cash if AAA sells the shares of Athene Holding. For the three months ended March 31, 2014 and 2013 , the Company recorded carried interest income less the related profit sharing expense of $14.6 million and $1.4 million , respectively, from AAA Investments, which is recorded in the condensed consolidated statements of operations. As of March 31, 2014 and December 31, 2013 , the Company had a $121.3 million and a $100.9 million carried interest receivable, respectively, related to AAA Investments. As of March 31, 2014 and December 31, 2013 , the Company had a related profit sharing payable of $34.7 million and $28.8 million , respectively, recorded in profit sharing payable in the condensed consolidated statements of financial condition.
For the three months ended March 31, 2014 and 2013 , Apollo earned revenues in the aggregate totaling $154.6 million and $63.1 million , respectively, consisting of management fees, sub-advisory and monitoring fees and carried interest income from Athene after considering the related profit sharing expense and changes in the market value of the Athene Services Derivative and the AAA Services Derivative discussed above, which is recorded in the condensed consolidated statement of operations.
The Athene Services Agreement and the AAA Services Agreement together with the Athene Services Derivative and the AAA Services Derivative, meet the definition of a derivative under U.S. GAAP. The Company has classified these derivatives as Level III assets in the fair value hierarchy, as the pricing inputs into the determination of fair value require significant judgment and estimation. See note 5 for further discussion regarding fair value measurements.
The change in unrealized market value of these derivatives is reflected in other income, net in the condensed consolidated statements of operations. For the three months ended March 31, 2014 and 2013 , there were $14.0 million and $0.0 million of changes in market value recognized related to these derivatives, respectively.
Regulated Entities
Apollo Global Securities, LLC (“AGS”) is a registered broker dealer with the United States Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority, subject to the minimum net capital requirements of the SEC. AGS was in compliance with these requirements at March 31, 2014 . From time to time, this entity is involved in transactions with affiliates of Apollo, including portfolio companies of the funds Apollo manages, whereby AGS earns underwriting and transaction fees for its services. Apollo Management International LLP, based in London, is subject to the capital requirements of the U.K. Financial Conduct Authority. This entity has continuously operated in excess of these regulatory capital requirements.
All of the investment advisors of the Apollo funds are registered as investment advisors, either directly or as a "relying advisor" with the SEC. Registered investment advisors are subject to the requirements and regulations of the Investment Advisers Act of 1940, as amended.
Apollo Management Singapore Pte. Ltd. was granted a Capital Markets Service License with the Monetary Authority of Singapore in October 2013. In addition, Apollo Capital Management, L.P. is registered with the Securities and Exchange Board of India as a foreign institutional investor.

- 53 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Interests in Consolidated Entities
The table below presents equity interests in Apollo’s consolidated, but not wholly-owned, subsidiaries and funds. Net income attributable to Non-Controlling Interests consisted of the following:  
 
For the Three Months Ended 
 March 31,
 
2014
 
2013
 
(in thousands)
AAA (1)
$
(199,269
)
 
$
(45,682
)
Interest in management companies and a co-investment vehicle (2)
(3,585
)
 
(3,836
)
Other consolidated entities
(4,698
)
 
21,919

Net income attributable to Non-Controlling Interests in consolidated entities
(207,552
)
 
(27,599
)
Net income attributable to Appropriated Partners’ Capital (3)
(24,823
)
 
(38,242
)
Net income attributable to Non-Controlling Interests in the Apollo Operating Group
(155,100
)
 
(485,246
)
Net Income attributable to Non-Controlling Interests
$
(387,475
)
 
$
(551,087
)
Net income attributable to Appropriated Partners’ Capital (4)
24,823

 
38,242

Comprehensive Income Attributable to Non-Controlling Interests
$
(362,652
)
 
$
(512,845
)
 
(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 97.5% and 97.3% as of March 31, 2014 and 2013, respectively. As of March 31, 2014 and 2013 , Apollo owned approximately 2.5% and 2.7% of AAA, respectively.
(2)
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our credit funds.
(3)
Reflects net income of the consolidated CLOs classified as VIEs.
(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 condensed consolidated statements of comprehensive income.


14 . COMMITMENTS AND CONTINGENCIES
Financial Guarantees— Apollo has provided financial guarantees on behalf of certain employees for the benefit of unrelated third-party lenders in connection with their capital commitment to certain funds managed by the Company. As of March 31, 2014 , the maximum exposure relating to these financial guarantees approximated $0.3 million . Apollo has historically not incurred any liabilities as a result of these agreements and does not expect to in the future. Accordingly, no liability has been recorded in the accompanying condensed consolidated financial statements.
Investment Commitments— As a limited partner, general partner and manager of the Apollo private equity, credit and real estate funds, Apollo has unfunded capital commitments as of March 31, 2014 , and December 31, 2013 of $830.9 million and $843.7 million , respectively.
Apollo has an ongoing obligation to acquire additional common units of AAA in an amount equal to 25% of the aggregate after-tax cash distributions, if any, that are made by AAA to Apollo's affiliates pursuant to the carried interest distribution rights that are applicable to investments made through AAA Investments.
In September 2013, an indirect subsidiary of Apollo Global Management, LLC agreed to invest up to approximately €18.2 million ( $25.1 million ) in a limited partnership (the "KBCD Partnership"), a wholly-owned subsidiary of which has agreed to acquire a minority stake in KBC Bank Deutschland AG, the German subsidiary of Belgian KBC Group NV (and certain third party purchasers agreed to acquire, in aggregate, all of the other shares in KBC Bank Deutschland AG). The aforementioned indirect subsidiary of Apollo Global Management, LLC is the general partner of the KBCD Partnership. The limited partners in the KBCD Partnership are managed by subsidiaries of Apollo Global Management, LLC. The acquisition is subject to antitrust

- 54 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

and regulatory approval, which is expected to conclude during the second half of 2014. Consequently, there is no assurance that the acquisition date will close.
Debt Covenants— Apollo’s debt obligations contain various customary loan covenants. As of March 31, 2014 , the Company was not aware of any instances of non-compliance with the financial covenants contained in the 2013 AMH Credit Facilities.
Litigation and Contingencies— Apollo is, from time to time, party to various legal actions arising in the ordinary course of business including claims and litigations, reviews, investigations or proceedings by governmental and self regulatory agencies regarding its business.
In March 2012, plaintiffs filed two putative class actions, captioned Kelm v. Chase Bank (No. 12-cv-332) and Miller v. 1-800-Flowers.com, Inc. (No. 12-cv-396), in the District of Connecticut on behalf of a class of consumers alleging online fraud. The defendants included, among others, Trilegiant Corporation, Inc. (“Trilegiant”), its parent company, Affinion Group, LLC (“Affinion”), and Apollo Global Management, LLC (“AGM”), which is affiliated with funds that are the beneficial owners of 68% of Affinion’s common stock. In both cases, plaintiffs allege that Trilegiant, aided by its business partners, who include e-merchants and credit card companies, developed a set of business practices intended to create consumer confusion and ultimately defraud consumers into unknowingly paying fees to clubs for unwanted services. Plaintiffs allege that AGM is a proper defendant because of its indirect stock ownership and ability to appoint the majority of Affinion’s board. The complaints assert claims under the Racketeer Influenced Corrupt Organizations Act; the Electronic Communications Privacy Act; the Connecticut Unfair Trade Practices Act; and the California Business and Professional Code, and seek, among other things, restitution or disgorgement, injunctive relief, compensatory, treble and punitive damages, and attorneys’ fees. The allegations in Kelm and Miller are substantially similar to those in Schnabel v. Trilegiant Corp. (No. 3:10-cv-957), a putative class action filed in the District of Connecticut in 2010 that names only Trilegiant and Affinion as defendants. The court has consolidated the Kelm, Miller, and Schnabel cases under the caption In re: Trilegiant Corporation, Inc. and ordered that they proceed on the same schedule. On June 18, 2012, the court appointed lead plaintiffs’ counsel, and on September 7, 2012, plaintiffs filed their consolidated amended complaint (“CAC”), which alleges the same causes of action against AGM as did the complaints in the Kelm and Miller cases. Defendants filed motions to dismiss on December 7, 2012, plaintiffs filed opposition papers on February 7, 2013, and defendants filed replies on April 5, 2013. On December 5, 2012, plaintiffs filed another putative class action, captioned Frank v. Trilegiant Corp. (No. 12-cv-1721), in the District of Connecticut, naming the same defendants and containing allegations substantially similar to those in the CAC. On January 23, 2013, plaintiffs moved to transfer and consolidate Frank into In re: Trilegiant. On June 13, 2013, the Court extended all defendants’ deadlines to respond to the Frank complaint until 21 days after a ruling on the motion to transfer and consolidate. On July 24, 2013 the Frank court transferred the case to Judge Bryant, who is presiding over In re: Trilegiant,and on March 28, 2014, Judge Bryant granted the motion to consolidate. On September 25, 2013, the Court held oral argument on Defendants’ motions to dismiss. On March 28, 2014, the Court granted in part and denied in part motions to dismiss filed by Affinion and Trilegiant on behalf of all defendants, and also granted separate motions to dismiss filed by certain defendants, including AGM. On that same day, the Court directed the Clerk to terminate AGM as a defendant in the consolidated action. On April 28, 2014, plaintiffs moved for interlocutory review of certain of the Court’s motion-to-dismiss rulings, not including its order granting AGM’s separate dismissal motion. Defendants’ response is due on May 19, 2014.
Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of Apollo have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo's funds, seeking information regarding the use of placement agents. CalPERS, one of our Strategic Investors, announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. The Report of the CalPERS Special Review was issued on March 14, 2011. That report does not allege any wrongdoing on the part of Apollo or its affiliates. Apollo is continuing to cooperate with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC ("Arvco") (a placement agent that Apollo has used) and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS's purchase of securities in various funds managed by Apollo and another asset manager. Apollo is not a party to the civil lawsuit and the lawsuit does not allege any misconduct on the part of Apollo. Likewise, on April 23, 2012, the United States Securities and Exchange Commission filed a lawsuit alleging securities fraud on the part of Arvco, as well as Messrs. Buenrostro and Villalobos, in connection with their activities concerning certain CalPERS investments in funds managed by Apollo. This lawsuit also does not allege wrongdoing on the part of Apollo, and in fact alleges that Apollo was defrauded by Arvco, Villalobos, and Buenrostro. Finally, on March 14, 2013, the United States Department of Justice unsealed an indictment against Messrs. Villalobos and Buenrostro alleging, among other crimes, fraud in

- 55 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

connection with those same activities; again, Apollo is not accused of any wrongdoing and in fact is alleged to have been defrauded by the defendants.  Additionally, on April 15, 2013, Mr. Villalobos, Arvco and related entities (the "Arvco Debtors") brought a civil action in the United States Bankruptcy Court for the District of Nevada against Apollo.  This action alleges that Arvco served as a placement agent for Apollo in connection with several funds associated with Apollo, and seek to recover purported fees they claim Apollo has not paid them for a portion of Arvco's placement agent services.  In addition, the Arvco Debtors allege that Apollo has interfered with the Arvco Debtors' commercial relationships with third parties, purportedly causing the Arvco Debtors to lose business and to incur fees and expenses in the defense of various investigations and litigations.  The Arvco Debtors also seek compensation from Apollo for these alleged lost profits and fees and expenses.  The Arvco Debtors' complaint asserts various theories of recovery under the Bankruptcy Code and the common law.  Apollo denies the merit of all of the Arvco Debtors' claims and will vigorously contest them.  The Bankruptcy Court has stayed the civil action until the conclusion of the criminal trial against Messrs. Buenrostro and Villalobos, which is currently scheduled for July 21, 2014.  For these reasons, no estimate of possible loss, if any, can be made at this time.
On July 9, 2012, Apollo was served with a subpoena by the New York Attorney General’s Office regarding Apollo’s fee waiver program. The subpoena is part of what we understand to be an industry-wide investigation by the New York Attorney General into the tax implications of the fee waiver program implemented by numerous private equity and hedge funds. Under the fee waiver program, individual fund managers for certain Apollo-managed funds prospectively elected to waive their management fees. Program participants received an interest in the future profits, if any, that would be earned on the invested amounts representing waived fees. They receive such profits from time to time in the ordinary course when distributions are made generally, as provided for in the applicable fund governing documents and waiver agreements. Four Apollo funds implemented the program, but the investment period for all funds was terminated as of December 31, 2012. Apollo believes its fee waiver program complies with all applicable laws, and is cooperating with the investigation.

On May 19, 2013, Apollo was served with a subpoena by the New York State Department of Financial Services (the “DFS”) regarding its investments in any annuity or life businesses, or annuity contracts or life policies. The subpoena is part of what we understand to be an industry-wide investigation by the DFS into investments by financial institutions in annuity and life insurance companies. Apollo is cooperating with the investigation.
Although the ultimate outcome of these matters cannot be ascertained at this time, Apollo is of the opinion, after consultation with counsel, that the resolution of any such matters to which it is a party at this time will not have a material adverse effect on the condensed consolidated financial statements. Legal actions material to Apollo could, however, arise in the future.
Commitments— Apollo leases office space and certain office equipment under various lease and sublease arrangements, which expire on various dates through 2024. As these leases expire, it can be expected that in the normal course of business, they will be renewed or replaced. Certain lease agreements contain renewal options, rent escalation provisions based on certain costs incurred by the landlord or other inducements provided by the landlord. Rent expense is accrued to recognize lease escalation provisions and inducements provided by the landlord, if any, on a straight-line basis over the lease term and renewal periods where applicable. Apollo has entered into various operating lease service agreements in respect of certain assets.
As of March 31, 2014 , the approximate aggregate minimum future payments required for operating leases were as follows:  
 
Remaining 2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
Aggregate minimum future payments
$
29,125

 
$
38,234

 
$
36,924

 
$
34,976

 
$
31,528

 
$
53,215

 
$
224,002

Expenses related to non-cancellable contractual obligations for premises, equipment, auto and other assets were $10.6 million and $10.6 million , for the three months ended March 31, 2014 and 2013 , respectively.

- 56 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

Other Long-term Obligations— These obligations relate to payments on management service agreements related to certain assets and payments with respect to certain consulting agreements entered into by Apollo Investment Consulting LLC, a subsidiary of Apollo. A significant portion of these costs are reimbursable by funds or portfolio companies. As of March 31, 2014 , fixed and determinable payments due in connection with these obligations are as follows:
 
 
Remaining 2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
Other long-term obligations
$
4,667

 
$
1,008

 
$

 
$

 
$

 
$

 
$
5,675

 
Contingent Obligations— Carried interest income with respect to private equity funds and certain credit and real estate funds is subject to reversal in the event of future losses to the extent of the cumulative carried interest recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that have been recognized by Apollo through March 31, 2014 and that would be reversed approximates $4.9 billion . Management views the possibility of all of the investments becoming worthless as remote. Carried interest income is affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable. The table below indicates the potential future reversal of carried interest income:
 
 
As of March 31, 
 2014
Private Equity Funds:
 
Fund VII
$
2,332,818

Fund VI
1,394,342

Fund V
90,440

Fund IV
5,287

AAA/Other
219,781

Total Private Equity Funds
4,042,668

Credit Funds:
 
U.S. Performing Credit
438,316

Structured Credit
69,989

European Credit Funds
79,361

Non-Performing Loans
198,830

Opportunistic Credit
59,505

Total Credit Funds
846,001

Real Estate Funds:
 
CPI Funds
3,947

AGRE U.S. Real Estate Fund, L.P.
6,845

Other
4,080

Total Real Estate Funds
14,872

Total
$
4,903,541

Additionally, at the end of the life of certain funds that the Company manages, there could be a payment due to a fund by the Company if the Company, as general partner, has received more carried interest income than was ultimately earned. The general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund.
Certain funds may not generate carried interest income as a result of unrealized and realized losses that are recognized in the current and prior reporting period. In certain cases, carried interest income will not be generated until additional unrealized

- 57 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

and realized gains occur. Any appreciation would first cover the deductions for invested capital, unreturned organizational expenses, operating expenses, management fees and priority returns based on the terms of the respective fund agreements.
One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with security offerings to the portfolio companies of the funds Apollo manages. As of March 31, 2014 , there were no underwriting commitments outstanding related to such offerings.
Contingent Consideration
In connection with the acquisition of Stone Tower in April 2012, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future carried interest income earned from certain of the Stone Tower funds, CLOs, and strategic investment accounts. This contingent consideration liability had an acquisition date fair value of $117.7 million , which was determined based on the present value of estimated future carried interest payments, and is recorded in profit sharing payable in the condensed consolidated statements of financial condition. The fair value of the contingent obligation was $112.9 million and $121.4 million as of March 31, 2014 and December 31, 2013 , respectively, and was recorded in profit sharing payable in the condensed consolidated statements of financial condition.
In connection with the Gulf Stream acquisition, the Company agreed to make payments to the former owners of Gulf Stream under a contingent consideration obligation which required the Company to transfer cash to the former owners of Gulf Stream based on a specified percentage of carried interest income. The contingent liability had a fair value of $13.6 million and $14.1 million as of March 31, 2014 and December 31, 2013 , respectively, which was recorded in profit sharing payable in the condensed consolidated statements of financial condition.
The contingent consideration obligations will be remeasured to fair value at each reporting period until the obligations are satisfied. The changes in the fair value of the contingent consideration obligations will be reflected in profit sharing expense in the condensed consolidated statements of operations.
The contingent consideration obligations are measured at fair value and are characterized as Level III liabilities. See note 5 for further information regarding fair value measurements.

15 . MARKET AND CREDIT RISK
In the normal course of business, Apollo encounters market and credit risk concentrations. Market risk reflects changes in the value of investments due to changes in interest rates, credit spreads or other market factors. Credit risk includes the risk of default on Apollo’s investments, where the counterparty is unable or unwilling to make required or expected payments.
The Company is subject to a concentration risk related to the investors in its funds. As of March 31, 2014 , there were more than 1,000 investors in Apollo’s active private equity, credit and real estate funds, and no individual investor accounted for more than 10% of the total committed capital to Apollo’s active funds.
Apollo’s derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. Apollo seeks to minimize this risk by limiting its counterparties to highly rated major financial institutions with good credit ratings. Management does not expect any material losses as a result of default by other parties.
Substantially all amounts on deposit with major financial institutions that exceed insured limits are invested in interest-bearing accounts with U.S. money center banks.
Apollo is exposed to economic risk concentrations insofar as Apollo is dependent on the ability of the funds that it manages to compensate it for the services it provides to these funds. Further, the incentive income component of this compensation is based on the ability of such funds to generate returns above certain specified thresholds.
A dditionally, Apollo is exposed to interest rate risk. Apollo has debt obligations that have variable rates. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows. At March 31, 2014 and December 31, 2013 , $750.0 million and $750.0 million of Apollo’s debt balance (excluding debt of the consolidated VIEs) had a variable interest rate, respectively.

- 58 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)


16 . SEGMENT REPORTING
Apollo conducts its management and incentive businesses primarily in the United States and substantially all of its revenues are generated domestically. These businesses are conducted through the following three reportable segments:
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.
These business segments are differentiated based on the varying investment strategies. The performance is measured by management on an unconsolidated basis because management makes operating decisions and assesses the performance of each of Apollo’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the affiliated funds.
The Company’s financial results vary since carried interest, which generally constitutes a large portion of the income from the funds that Apollo manages, as well as the transaction and advisory fees that the Company receives, can vary significantly from quarter to quarter and year to year. As a result, the Company emphasizes long-term financial growth and profitability to manage its business.
The tables below present the financial data for Apollo’s reportable segments further separated between the management business and incentive business as of March 31, 2014 and 2013, and for the three months ended March 31, 2014 and 2013 , respectively, which management believes is useful to the reader. The Company’s management business has fairly stable revenues and expenses except for transaction fees, while its incentive business is more volatile and can have significant fluctuations as it is affected by changes in the fair value of investments due to market performance. The financial results of the management entities, as reflected in the “management” business section of the segment tables that follow, generally include management fee revenues, advisory and transaction fees and expenses exclusive of profit sharing expense. The financial results of the advisory entities, as reflected in the “incentive” business sections of the segment tables that follow, generally include carried interest income, investment income and profit sharing expense.
During the second quarter of 2013, monitoring fees based on Athene's capital and surplus and the change in the market value of the Athene Services Derivative recorded in advisory and transaction fees from affiliates, net, as disclosed in note 13 to the condensed consolidated financial statements, were reclassified from the private equity segment to the credit segment to better evaluate the performance of Apollo's private equity and credit segments in making key operating decisions. Reclassifications have been made to the prior period financial data for Apollo's reportable segments to conform to the current presentation. The impact of this reclassification on the Company’s Economic Net Income (“ENI”) for the private equity and credit segment is reflected in the table below for the three months ended March 31, 2013 :
 
Impact of Reclassification on Economic Net (Loss) Income
 
Private Equity Segment
 
Credit Segment
For the three months ended March 31, 2013
$(19,711)
 
$19,711

During the fourth quarter of 2013, certain reclassifications were made to prior period financial data within salary, bonus and benefits and profit sharing expense to conform to the current presentation. The impact of these reclassifications on management business ENI and incentive business ENI is reflected in the table below for Apollo’s three reportable segments for the three months ended March 31, 2013 .

- 59 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

 
Impact of Reclassification on Management Business Economic Net Income (Loss)
 
Private Equity Segment
 
Credit Segment
 
Real Estate Segment
For the Three Months Ended March 31, 2013
$5,037
 
$(4,518)
 
$(519)
 
Impact of Reclassification on Incentive Business Economic Net (Loss) Income
 
Private Equity Segment
 
Credit Segment
 
Real Estate Segment
For the Three Months Ended March 31, 2013
$(3,564)
 
$3,220
 
$344
As it relates to the reclassifications described above, the impact to the combined segments Economic Net Income (Loss) for all periods presented was zero .
Economic Net Income (Loss)
ENI is a key performance measure used by management in evaluating the performance of Apollo’s private equity, credit and real estate segments. Management believes the components of ENI such as the amount of management fees, advisory and transaction fees and carried interest income are indicative of the Company’s performance. Management also uses ENI in making key operating decisions such as the following:
Decisions related to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
Decisions related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; 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.

- 60 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)


ENI is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. ENI represents segment income (loss) attributable to Apollo Global Management, LLC, which excludes the impact of (i) non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of AOG Units, (ii) income tax expense, (iii) amortization of intangibles associated with the 2007 Reorganization as well as acquisitions 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. In addition, segment data excludes the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements.
 
The following table presents the financial data for Apollo’s reportable segments as of and for the three months ended March 31, 2014 :
 
 
As of and for the Three Months Ended 
 March 31, 2014
 
Private
Equity
Segment
 
Credit
Segment
 
Real
Estate
Segment
 
Total
Reportable
Segments
Revenues:
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
37,636

 
$
77,480

 
$
949

 
$
116,065

Management fees from affiliates
79,421

 
131,629

 
12,780

 
223,830

Carried interest income (loss) from affiliates
103,251

 
66,352

 
(344
)
 
169,259

Total Revenues
220,308

 
275,461

 
13,385

 
509,154

Expenses
131,484

 
153,876

 
18,081

 
303,441

Other Income
22,093

 
43,537

 
1,164

 
66,794

Non-Controlling Interests

 
(3,256
)
 

 
(3,256
)
Economic Net Income (Loss)
$
110,917

 
$
161,866

 
$
(3,532
)
 
$
269,251

Total Assets
$
2,719,888

 
$
2,075,860

 
$
187,958

 
$
4,983,706

The following table reconciles the total segments to Apollo Global Management, LLC’s condensed consolidated financial statements as of and for the three months ended March 31, 2014 :
 
 
As of and for the Three Months Ended 
 March 31, 2014
 
Total
Reportable
Segments
 
Consolidation
Adjustments
and Other
 
Consolidated
Revenues
$
509,154

 
$
(17,754
)
(1)  
$
491,400

Expenses
303,441

 
10,678

(2)  
314,119

Other income
66,794

 
248,118

(3)  
314,912

Non-Controlling Interests
(3,256
)
 
(384,219
)
 
(387,475
)
Economic Net Income
$
269,251

(5)  
N/A

 
N/A

Total Assets
$
4,983,706

 
$
17,928,676

(6)  
$
22,912,382

 
(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.
(3)
Results from the following:

- 61 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

 
For the Three Months Ended March 31, 2014
Net gains from investment activities
$
205,395

Net gains from investment activities of consolidated variable interest entities
47,735

Loss from equity method investments (4)
(5,386
)
Other Income, net
374

Total Consolidation Adjustments
$
248,118

 
(4)
Included is $328 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 condensed consolidated statements of operations consists of the following:
 
For the Three Months Ended March 31, 2014
Economic Net Income
$
269,251

Income tax provision
(32,549
)
Net income attributable to Non-Controlling Interests in Apollo Operating Group
(155,100
)
Non-cash charges related to equity-based compensation (7)
(323
)
Amortization of intangible assets
(9,110
)
Net Income Attributable to Apollo Global Management, LLC
$
72,169

 
(6)
Represents the addition of assets of consolidated funds and the consolidated VIEs.
(7)
Includes impact of non-cash charges related to amortization of RSU Plan Grants made in connection with the 2007 private placement as discussed in note 12 to our condensed consolidated financial statements.

- 62 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The following tables present additional financial data for Apollo’s reportable segments for the three months ended March 31, 2014 :
 
For the Three Months Ended 
 March 31, 2014
 
Private Equity
 
Credit
 
Management
 
Incentive
 
Total
 
Management
 
Incentive
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
37,636

 
$

 
$
37,636

 
$
77,480

 
$

 
$
77,480

Management fees from affiliates
79,421

 

 
79,421

 
131,629

 

 
131,629

Carried interest income from affiliates:
 
 
 
 
 
 
 
 
 
 
 
Unrealized losses

 
(293,589
)
 
(293,589
)
 

 
(7,898
)
 
(7,898
)
Realized gains

 
396,840

 
396,840

 
8,464

 
65,786

 
74,250

Total Revenues
117,057

 
103,251

 
220,308

 
217,573

 
57,888

 
275,461

Compensation and benefits (1)
46,718

 
66,095

 
112,813

 
78,995

 
38,466

 
117,461

Other expenses (2)
18,671

 

 
18,671

 
36,415

 

 
36,415

Total Expenses
65,389

 
66,095

 
131,484

 
115,410

 
38,466

 
153,876

Other Income
1,694

 
20,399

 
22,093

 
4,335

 
39,202

 
43,537

Non-Controlling Interests

 

 

 
(3,256
)
 

 
(3,256
)
Economic Net Income
$
53,362

 
$
57,555

 
$
110,917

 
$
103,242

 
$
58,624

 
$
161,866

 
(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.
 
For the Three Months Ended 
 March 31, 2014
 
Real Estate
 
Management
 
Incentive
 
Total
Revenues:
 
 
 
 
 
 Advisory and transaction fees from affiliates, net
$
949

 
$

 
$
949

Management fees from affiliates
12,780

 

 
12,780

Carried interest income (loss) from affiliates:
 
 
 
 
 
Unrealized losses

 
(344
)
 
(344
)
Realized gains

 

 

Total Revenues
13,729

 
(344
)
 
13,385

Compensation and benefits (1)
12,955

 
(602
)
 
12,353

Other expenses (2)
5,728

 

 
5,728

Total Expenses
18,683

 
(602
)
 
18,081

Other Income
417

 
747

 
1,164

Economic Net (Loss) Income
$
(4,537
)
 
$
1,005

 
$
(3,532
)
 
(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.

- 63 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The following table presents the financial data for Apollo’s reportable segments as of and for the three months ended March 31, 2013 :  
 
As of and for the Three Months Ended 
 March 31, 2013
 
Private
Equity
Segment (1)
 
Credit
Segment (1)
 
Real
Estate
Segment
 
Total
Reportable
Segments
Revenues:
 
 
 
 
 
 
 
 Advisory and transaction fees from affiliates, net
$
24,617

 
$
21,677

 
$
1,125

 
$
47,419

Management fees from affiliates
66,272

 
84,364

 
13,591

 
164,227

Carried interest income from affiliates
990,993

 
133,775

 
952

 
1,125,720

Total Revenues
1,081,882

 
239,816

 
15,668

 
1,337,366

Expenses
445,535

 
119,022

 
17,481

 
582,038

Other Income
24,183

 
15,417

 
1,014

 
40,614

Non-Controlling Interests

 
(3,464
)
 

 
(3,464
)
Economic Net Income (Loss)
$
660,530

 
$
132,747

 
$
(799
)
 
$
792,478

Total Assets
$
3,224,096

 
$
1,807,262

 
$
95,795

 
$
5,127,153

 
(1)
Reclassified to conform to current presentation.


- 64 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The following table reconciles the total reportable segments to Apollo Global Management, LLC’s financial statements as of and for the three months ended March 31, 2013 :
 
 
As of and for the Three Months Ended 
 March 31, 2013
 
Total
Reportable
Segments
 
Consolidation
Adjustments
and Other
 
Consolidated
Revenues
$
1,337,366

 
$
(28,293
)
(1)  
$
1,309,073

Expenses
582,038

 
40,564

(2)  
622,602

Other income
40,614

 
91,559

(3)  
132,173

Non-Controlling Interests
(3,464
)
 
(547,623
)
 
(551,087
)
Economic Net Income
$
792,478

(5)  
N/A

 
N/A

Total Assets
$
5,127,153

 
$
16,162,184

(6)  
$
21,289,337

 
(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 Three Months Ended 
 March 31, 2013
Net gains from investment activities
$
48,103

Net gains from investment activities of consolidated variable interest entities
47,861

Loss from equity method investments (4)
(1,569
)
Interest
438

Other
(3,274
)
Total Consolidation Adjustments
$
91,559

 
(4)
Included is $(372) , 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 condensed consolidated statements of operations consists of the following:
 
For the Three Months Ended 
 March 31, 2013
Economic Net Income
$
792,478

Income tax provision
(18,579
)
Net income attributable to Non-Controlling Interests in Apollo Operating Group
(485,246
)
Non-cash charges related to equity-based compensation (7)
(27,930
)
Amortization of intangible assets
(11,745
)
Net Income Attributable to Apollo Global Management, LLC
$
248,978

 
(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 12 to our condensed consolidated financial statements.
 

- 65 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The following tables present additional financial data for Apollo’s reportable segments for the three months ended March 31, 2013 :
 
 
For the Three Months Ended 
 March 31, 2013
 
Private Equity (1)
 
Credit (1)
 
Management
 
Incentive
 
Total
 
Management
 
Incentive
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
24,617

 
$

 
$
24,617

 
$
21,677

 
$

 
$
21,677

Management fees from affiliates
66,272

 

 
66,272

 
84,364

 

 
84,364

Carried interest income from affiliates:
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains (2)

 
697,614

 
697,614

 

 
73,247

 
73,247

Realized gains

 
293,379

 
293,379

 
9,051

 
51,477

 
60,528

Total Revenues
90,889

 
990,993

 
1,081,882

 
115,092

 
124,724

 
239,816

Compensation and benefits (3)
35,747

 
387,821

 
423,568

 
45,356

 
35,343

 
80,699

Other expenses (4)
21,967

 

 
21,967

 
38,323

 

 
38,323

Total Expenses
57,714

 
387,821

 
445,535

 
83,679

 
35,343

 
119,022

Other Income
1,632

 
22,551

 
24,183

 
4,455

 
10,962

 
15,417

Non-Controlling Interests

 

 

 
(3,464
)
 

 
(3,464
)
Economic Net Income
$
34,807

 
$
625,723

 
$
660,530

 
$
32,404

 
$
100,343

 
$
132,747

 
(1)
Reclassified to conform to current presentation.
(2)
Included in unrealized carried interest income from affiliates for the three months ended March 31, 2013 was a reversal of $19.3 million of the entire general partner obligation to return previously distributed carried interest income to SOMA. 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.
(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.

- 66 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

 
For the Three Months Ended 
 March 31, 2013
 
Real Estate
 
Management
 
Incentive
 
Total
Revenues:
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
1,125

 
$

 
$
1,125

Management fees from affiliates
13,591

 

 
13,591

Carried interest income from affiliates:

 
 
 

Unrealized gains

 
598

 
598

Realized gains

 
354

 
354

Total Revenues
14,716

 
952

 
15,668

Compensation and benefits (1)
9,649

 
456

 
10,105

Other expenses (2)
7,376

 

 
7,376

Total Expenses
17,025

 
456

 
17,481

Other Income
1,138

 
(124
)
 
1,014

Economic Net (Loss) Income
$
(1,171
)
 
$
372

 
$
(799
)
 
(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.


17 . SUBSEQUENT EVENTS
On April 8, 2014, the Company issued 150,000 Class A shares in settlement of vested RSUs. This issuance did not cause a material change to the Company's ownership interest in the Apollo Operating Group.
On May 8, 2014, the Company declared a cash distribution of $0.84 per Class A share, which will be paid on May 30, 2014 to holders of record on May 20, 2014.
On April 4, 2014, Athene Holding completed a private placement offering of common equity in which it raised $1.048 billion of primary commitments from third-party institutional and certain existing investors in Athene Holding (the “Athene Private Placement”). Shares in the Athene Private Placement were offered at a price per common share of Athene Holding of $26 .
In connection with the Athene Private Placement, Athene Holding amended its registration rights agreement to provide (i) investors who are party to such agreement, including AAA Investments, the potential opportunity for liquidity on their shares of Athene Holding through sales in registered public offerings over a 15 month period beginning on the date of Athene Holding’s initial public offering (the “Athene IPO”) and (ii) Athene Holding the right to cause certain investors who are party to the registration rights agreement to include in such offerings a certain percentage of their Athene Holding shares subject to the terms and conditions set forth in the agreement. However, pursuant to the registration rights agreement, any shares of Athene Holding held by Apollo will not be subject to such arrangements and instead will be subject to a lock-up period of two years following the effective date of the registration statement relating to the Athene IPO, but Athene Holding will not have the right to cause any shares owned by Apollo to be included in the Athene IPO or any follow-on offering.
The Athene Services Agreement was also amended in connection with the Athene Private Placement (the “Amended Athene Services Agreement”). The Amended Athene Services Agreement adjusts the calculation of Athene Holding’s capital and surplus on which the fees payable thereunder are based, downward by an amount equal to (x) the equity capital raised in the Athene Private Placement and (y) certain disproportionate increases to the statutory capital and surplus of Athene, as compared to the stockholders’ equity of Athene calculated on a GAAP basis, as a result of future acquisitions by Athene.
In connection with the Athene Private Placement, the limited partnership agreement of AAA and the AAA Services Agreement were also amended to align applicable terms more closely with the liquidity terms of Athene Holding’s amended registration rights agreement.

- 67 -

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data)

The amendment to the AAA Services Agreement (the “Amended AAA Services Agreement”) provides that the AAA Unwind Fee will be payable in pro rata increments to Apollo only when, as and if AAA distributes shares of Athene Holding (or the proceeds thereof) to its unitholders. Pursuant to the Amended AAA Services Agreement, any portion of such AAA Unwind Fee earned in 2014 and 2015, will be calculated based on a cap of $25 million and $20 million , respectively, and there will be no payment of any portion of the AAA Unwind Fee earned in 2016 or thereafter.
In addition, in connection with the Athene Private Placement, both the Athene Services Derivative and the AAA Services Derivative were settled on April 29, 2014 by delivery to Apollo of shares of Athene Holding, and as a result, such derivatives were terminated. Following settlement of these derivatives, future monitoring fees and management fees paid to Apollo pursuant to the Amended Athene Services Agreement and the Amended AAA Services Agreement, respectively, will be paid on a quarterly basis in arrears by delivery to Apollo of shares of Athene Holding.
The initial funding of the Athene Private Placement was consummated on April 28, 2014 . Once the Athene Private Placement is fully drawn down, AAA Investments’ economic ownership of Athene is expected to decrease to approximately 51.5% (without giving effect to restricted common shares issued under Athene’s management equity plan, conversion to common shares of AAA Investments’ note receivable from Athene, or common shares to be issued under the Amended AAA Services Agreement or the Amended Athene Services Agreement subsequent to April 29, 2014).
As a result of the above transactions, Apollo directly owned 3.8% (without giving effect to restricted common shares issued under Athene’s management equity plan or common shares to be issued under the Amended Services Agreement or the Amended Athene Services Agreement subsequent to April 29, 2014) of the economic equity of Athene Holding as of April 29, 2014, after adjusting Athene Holding’s equity for the impact of the full draw down related to the Athene Private Placement. Shares of A thene Holding to be received by Apollo for monitoring fees for the full year 2014 and AAA management fees for the last three quarters of 2014 were not yet issued to Apollo as of April 29, 2014.
In connection with the Athene Private Placement, Athene raised an additional $80 million of third party capital at $26 per share, all of which was utilized to buy back some of the shares of one of its existing investors at a price of $26 per share in a transaction that was consummated on April 29, 2014. Athene is currently in the process of raising additional capital from certain affiliates of Athene and its affiliates.



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


APOLLO GLOBAL MANAGEMENT, LLC
CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(dollars in thousands, except share data)
 
March 31, 2014
 
Apollo Global Management, LLC and Consolidated Subsidiaries
 
Consolidated Funds and VIE's
 
Eliminations
 
Consolidated
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,126,141

 
$

 
$

 
$
1,126,141

Cash and cash equivalents held at consolidated funds

 
4,000

 

 
4,000

Restricted cash
9,244

 

 

 
9,244

Investments
557,050

 
2,177,323

 
(93,697
)
 
2,640,676

Assets of consolidated variable interest entities
 
 
 
 
 
 
 
Cash and cash equivalents

 
1,053,958

 

 
1,053,958

Investments, at fair value

 
14,255,255

 
(721
)
 
14,254,534

Other assets

 
651,506

 

 
651,506

Carried interest receivable
1,999,024

 

 
(75,326
)
 
1,923,698

Due from Affiliates
394,959

 

 
(6,779
)
 
388,180

Fixed assets, net
39,128

 

 

 
39,128

Deferred tax assets
631,011

 

 

 
631,011

Other assets
52,481

 
2,766

 

 
55,247

Goodwill
88,852

 

 
(39,609
)
 
49,243

Intangible assets, net
85,816

 

 

 
85,816

Total Assets
$
4,983,706

 
$
18,144,808

 
$
(216,132
)
 
$
22,912,382

Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued expenses
72,048

 
373

 

 
72,421

Accrued compensation and benefits
50,819

 

 

 
50,819

Deferred revenue
337,120

 

 

 
337,120

Due to affiliates
545,787

 
1,271

 

 
547,058

Profit sharing payable
894,082

 

 

 
894,082

Debt
750,000

 

 

 
750,000

Liabilities of consolidated variable interest entities:
 
 
 
 
 
 
 
Debt, at fair value

 
12,528,877

 
(622
)
 
12,528,255

Other liabilities

 
914,484

 
39

 
914,523

Due to affiliates

 
82,144

 
(82,144
)
 

Other Liabilities
24,866

 
6,316

 

 
31,182

Total Liabilities
$
2,674,722

 
$
13,533,465

 
$
(82,727
)
 
$
16,125,460

 
 
 
 
 
 
 
 
Shareholders' Equity:
 
 
 
 
 
 
 
Apollo Global Management, LLC shareholders' equity:
 
 
 
 
 
 
 
Additional paid in capital
2,497,109

 

 
(1,771
)
 
2,495,338

Accumulated deficit
(1,521,626
)
 
2,176,827

 
(2,152,150
)
 
(1,496,949
)
Appropriated partners' capital

 
1,554,853

 
(39,706
)
 
1,515,147

Accumulated other comprehensive income
40,607

 

 
(40,516
)
 
91

Total Apollo Global Management, LLC shareholders' equity
1,016,090

 
3,731,680

 
(2,234,143
)
 
2,513,627

Non-Controlling Interests in consolidated entities
3,342

 
879,663

 
2,100,738

 
2,983,743

Non-Controlling Interests in Apollo Operating Group
1,289,552

 

 

 
1,289,552

Total Shareholders' Equity
2,308,984

 
4,611,343

 
(133,405
)
 
6,786,922

Total Liabilities and Shareholders' Equity
$
4,983,706

 
$
18,144,808

 
$
(216,132
)
 
$
22,912,382








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APOLLO GLOBAL MANAGEMENT, LLC
CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(dollars in thousands, except share data)
 
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

 
 
 
 
 
 
 
 
Shareholders' 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
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 Shareholders' 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


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with Apollo Global Management, LLC’s condensed consolidated financial statements and the related notes included within this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2013 filed with the SEC on March 3, 2014. The highlights listed below have had significant effects on many items within our condensed consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods.

General
Our Businesses
Founded in 1990, Apollo is a leading global alternative investment manager. We are contrarian, value-oriented investors in private equity, credit and real estate with significant distressed expertise and a flexible mandate in the majority of our funds that enables our funds to invest opportunistically across a company’s capital structure. We raise, invest and manage funds on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds as well as other institutional and individual investors. Apollo is led by our Managing Partners, Leon Black, Joshua Harris and Marc Rowan, who have worked together for more than 24 years and lead a team of 761 employees, including 302 investment professionals, as of March 31, 2014 .
Apollo conducts its management and incentive businesses primarily in the United States and substantially all of its revenues are generated domestically. These businesses are conducted through the following three reportable segments:
(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.
These business segments are differentiated based on the varying investment strategies. The performance is measured by management on an unconsolidated basis because management makes operating decisions and assesses the performance of each of Apollo’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the affiliated funds.
Our financial results vary since carried interest, which generally constitutes a large portion of the income we receive from the funds that we manage, as well as the transaction and advisory fees that we receive, can vary significantly from quarter to quarter and year to year. As a result, we emphasize long-term financial growth and profitability to manage our business.
In addition, the growth in our fee-generating AUM during the last year has primarily been in our credit segment. The average management fee rate for these new credit products is at market rates for such products and in certain cases is below our historical rates. Also, due to the complexity of these new product offerings, the Company has incurred and will continue to incur additional costs associated with managing these products. To date, these additional costs have been offset by realized economies of scale and ongoing cost management.
As of March 31, 2014 , approximately 96% of our total AUM was in funds with a contractual life at inception of seven years or more, and 7% of our total AUM was in permanent capital vehicles with unlimited duration.
As of March 31, 2014 , we had total AUM of $159.3 billion across all of our businesses. On December 31, 2013, Apollo Investment Fund VIII, L.P. ("Fund VIII") held a final closing raising a total of $17.5 billion in third-party capital and approximately $880 million of additional capital from Apollo and affiliated investors, and as of December 31, 2013, Fund VIII had $18.2 billion of uncalled commitments remaining. Additionally, Apollo Investment Fund VII, L.P. ("Fund VII") held a final closing in December 2008, raising a total of $14.7 billion, and as of March 31, 2014 , Fund VII had $3.3 billion of uncalled commitments remaining. We have consistently produced attractive long-term investment returns in our traditional private equity funds, generating a 39% gross IRR and a 26% net IRR on a compound annual basis from inception through March 31, 2014 . For

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further detail related to fund performance metrics across all of our businesses, see “—The Historical Investment Performance of Our Funds.”
Holding Company Structure
The diagram below depicts our current organizational structure:
Note: The organizational structure chart above depicts a simplified version of the Apollo structure. It does not include all legal entities in the structure. Ownership percentages are as of the date of the filing of this Quarterly Report on Form 10-Q.
(1)
The Strategic Investors hold 30.18% of the Class A shares outstanding and 11.90% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investors represent 31.26% of the total voting power of our shares entitled to vote and 27.54% 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 68.74% 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 53.40% 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 60.56% of the limited partner interests in each Apollo Operating Group entity ("AOG Units"). The AOG Units held by Holdings are exchangeable for Class A shares. Our Managing Partners, through their interests in BRH and Holdings, beneficially own 53.40% 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 39.44% 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.

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Each of the Apollo Operating Group partnerships holds interests in different businesses or entities organized in different jurisdictions.
Our structure is designed to accomplish a number of objectives, the most important of which are as follows:
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.
Business Environment
As a global investment manager, we are affected by numerous factors, including the condition of financial markets and the economy. Fluctuations in equity prices, which may be volatile, can significantly impact the valuation of our funds' portfolio companies and related income we may recognize. In the U.S., the S&P 500 Index rose 1.3% in the first quarter of 2014, following a 9.9% rise in the fourth quarter of 2013. Outside the U.S., world equity markets were weaker in first quarter of 2014. The MSCI All Country World ex USA Index was down 0.1% in the first quarter of 2014 following a 4.4% rise in the fourth quarter of 2013. Importantly, we believe that the generally positive momentum in the equity markets overall has been accommodative for continued equity capital markets activity, including IPOs and secondary offerings of the portfolio companies within our funds.
Conditions in the credit markets also have a significant impact on our business. Credit indices continued to rise in the first quarter of 2014, with the BofAML HY Master II Index up 3.0% and the S&P/LSTA Leveraged Loan Index up 1.2%. Benchmark interest rates declined during the first quarter of 2014 with the U.S. 10-year Treasury down approximately 30 basis points to 2.7%, largely due to concerns around the economic health of some emerging markets as well as tensions in Ukraine.
In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported that real GDP increased at an annual rate of 0.1% in the first quarter of 2014, lower than the 2.6% in the fourth quarter of 2013, likely due to lower levels of activity resulting from the country’s unusually harsh winter weather. As of April 2014, The International Monetary Fund estimated that the U.S. economy will expand by 2.8% in 2014, higher than the 1.9% in 2013. Additionally, the U.S. unemployment rate continued to decline and stood at 6.7% as of March 31, 2014, though the decline versus the prior quarter end was largely attributable to a further drop in the labor force participation rate.
Amid the generally favorable backdrop of elevated asset prices and positive equity market momentum, Apollo continued to generate significant realizations for fund investors. Apollo returned $4.4 billion and $23.6 billion of capital and realized gains to the limited partners of the funds it manages during the first quarter of 2014 and for the past 12 months ended March 31, 2014, respectively. Apollo’s fundraising activities moderated in the first quarter from recent highs driven by the final closing of Fund VIII in the fourth quarter of 2013. Apollo reported $1.5 billion and $22.5 billion of new capital raised during the first quarter of 2014 and over past 12 months, respectively. In general, institutional investors continue to allocate capital towards alternative investment managers for more attractive risk-adjusted returns in a low rate environment.
Regardless of the market or economic environment at any given time, Apollo relies on its contrarian, value-oriented approach to consistently invest capital on behalf of its investors by focusing on opportunities that management believes are often overlooked by other investors. We believe Apollo’s expertise in credit and its focus on nine core industry sectors, combined with more than 20 years of investment experience, has allowed Apollo to respond quickly to changing environments. Apollo’s core industry sectors cover chemicals, natural resources, consumer and retail, distribution and transportation, financial and business services, manufacturing and industrial, media and cable and leisure, packaging and materials and the satellite and wireless industries. Apollo believes that these attributes have contributed to the success of its private equity funds investing in buyouts and credit opportunities during both expansionary and recessionary economic periods.



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Managing Business Performance
We believe that the presentation of Economic Net Income (Loss) supplements a reader’s understanding of the economic operating performance of each of our segments.
Economic Net Income (Loss)
Economic Net Income (Loss) ("ENI") is a measure of profitability and does not take into account certain items included under U.S. GAAP. ENI represents segment income (loss) attributable to Apollo Global Management, LLC, which excludes the impact of non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of AOG Units, income tax expense, amortization of intangibles associated with the reorganization of the Company's predecessor businesses on July 13, 2007 (the "2007 Reorganization"), as well as acquisitions and Non-Controlling Interests (excluding the remaining interest held by certain individuals who receive an allocation of income from certain of our credit management companies). In addition, segment data excludes the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements. Adjustments relating to income tax expense, intangible asset amortization and Non-Controlling Interests are common in the calculation of supplemental measures of performance in our industry. We believe the exclusion of the non-cash charges related to the 2007 Reorganization for equity-based compensation provides investors with a meaningful indication of our performance because these charges relate to the equity portion of our capital structure and not our core operating performance.
During the second quarter of 2013, monitoring fees based on the capital and surplus of Athene Holding Ltd. ("Athene Holding") and its subsidiaries (together with Athene Holding, "Athene") and the change in the market value of the derivative contracts related to Athene's capital and surplus recorded in advisory and transaction fees from affiliates, net, as disclosed in note 13  to the condensed consolidated financial statements, were reclassified from the private equity segment to the credit segment to better evaluate the performance of Apollo's private equity and credit segments in making key operating decisions. Reclassifications have been made to the prior period financial data for Apollo's reportable segments to conform to the current presentation. The impact of this reclassification on the ENI for the private equity and credit segment is reflected in the table below for the three months ended March 31, 2013 :
 
Impact of Reclassification on Economic Net (Loss) Income
 
Private Equity Segment
 
Credit
Segment
 
(in thousands)
For the three months ended March 31, 2013
$(19,711)
 
$19,711

During the fourth quarter of 2013, certain reclassifications were made to prior period financial data within salary, bonus and benefits and profit sharing expense to conform to the current presentation. The impact of these reclassifications on management business ENI and incentive business ENI is reflected in the table below for Apollo’s three reportable segments for the three months ended March 31, 2013 .
 
Impact of Reclassification on Management Business Economic Net Income (Loss)
 
Private Equity Segment
 
Credit
Segment
 
Real Estate Segment
 
(in thousands)
For the three months ended March 31, 2013
$5,037
 
$(4,518)
 
$(519)
 
Impact of Reclassification on Incentive Business Economic Net (Loss) Income
 
Private Equity Segment
 
Credit
Segment
 
Real Estate Segment
 
(in thousands)
For the three months ended March 31, 2013
$(3,564)
 
$3,220
 
$344
    
As it relates to the reclassifications described above, the impact to the combined segments' ENI for all periods presented was zero.

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ENI is a key performance measure used for understanding the performance of our operations from period to period and although not every company in our industry defines these metrics in precisely the same way we do, we believe that this metric, as we use it, facilitates comparisons with other companies in our industry. We use ENI to evaluate the performance of our private equity, credit and real estate segments. Management believes the components of ENI such as the amount of management fees, advisory and transaction fees, net and carried interest income are indicative of the Company’s performance. Management also uses ENI in making key operating decisions such as the following:
Decisions related to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires. 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.
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.
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.
ENI does not take into account certain items included when calculating net income under U.S. GAAP and as such, we do not rely solely on ENI as a performance measure and also consider our U.S. GAAP results. The following items, which are significant to our business, are excluded when calculating ENI:
(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.
We believe that ENI is helpful for an understanding of our business and that investors should review the same supplemental financial measure that management uses to analyze our segment performance. This measure supplements and should be considered in addition to and not in lieu of the results of operations discussed below in “—Overview of Results of Operations” that have been prepared in accordance with U.S. GAAP.
The following summarizes the adjustments to ENI that reconcile ENI to the net income (loss) attributable to Apollo Global Management, LLC determined in accordance with U.S. GAAP:
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

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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 vested and 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 ("NYC UBT") 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 condensed 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.
ENI may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. We use ENI as a measure of operating performance, not as a measure of liquidity. ENI should not be considered in isolation or as a substitute for operating income, net income, operating cash flows, investing and financing activities, or other income or cash flow statement data prepared in accordance with U.S. GAAP. The use of ENI without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using ENI as a supplemental measure to U.S. GAAP results, to provide a more complete understanding of our performance as management measures it. A reconciliation of ENI to our U.S. GAAP net income (loss) attributable to Apollo Global Management, LLC can be found in the notes to our condensed consolidated financial statements.

Operating Metrics
We monitor certain operating metrics that are common to the alternative investment management industry. These operating metrics include Assets Under Management, private equity dollars invested and uncalled private equity commitments.
Assets Under Management
Assets Under Management, or AUM, refers to the investments we manage or with respect to which we have control, including capital we have the right to call from our investors pursuant to their capital commitments to various funds. Our AUM equals the sum of:
(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

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(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.
Our AUM measure includes Assets Under Management for which we charge either no or nominal fees. Our definition of AUM is not based on any definition of Assets Under Management contained in our operating agreement or in any of our Apollo fund management agreements. We consider multiple factors for determining what should be included in our definition of AUM. Such factors include but are not limited to (1) our ability to influence the investment decisions for existing and available assets; (2) our ability to generate income from the underlying assets in our funds; and (3) the AUM measures that we believe are used by other investment managers. Given the differences in the investment strategies and structures among other alternative investment managers, our calculation of AUM may differ from the calculations employed by other investment managers and, as a result, this measure may not be directly comparable to similar measures presented by other investment managers.
We use AUM as a performance measurement of our investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs.

Assets Under Management—Fee-Generating/Non-Fee Generating
Fee-generating AUM consists of assets that we manage and on which we earn management fees or monitoring fees pursuant to management agreements on a basis that varies among the Apollo funds. Management fees are normally based on “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted cost of all unrealized portfolio investments,” “capital commitments,” “adjusted assets,” “stockholders’ equity,” “invested capital” or “capital contributions,” each as defined in the applicable management agreement. Monitoring fees, also referred to as advisory fees, generally are based on the total value of certain structured portfolio company investments, which normally includes leverage, less any portion of such total value that is already considered in fee-generating AUM.
Non-fee generating AUM consists of assets that do not produce management fees or monitoring fees. These assets generally consist of the following: (a) fair value above invested capital for those funds that earn management fees based on invested capital, (b) net asset values related to general partner and co-investment ownership, (c) unused credit facilities, (d) available commitments on those funds that generate management fees on invested capital, (e) structured portfolio company investments that do not generate monitoring fees and (f) the difference between gross asset and net asset value for those funds that earn management fees based on net asset value.

Carry Eligible AUM refers to the AUM that may eventually produce carried interest income. All funds for which we are entitled to receive a carried interest income allocation are included in Carry Eligible AUM, regardless of whether or not they are currently generating carried interest income. Carry Eligible AUM includes available capital for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements that is not currently part of the NAV or fair value of investments that may eventually produce carried interest income.

Carry Generating AUM refers to AUM that is currently generating carried interest income or is above its hurdle rate or preferred return. Carry Generating AUM does not include uncalled commitments because they are not part of the NAV or fair value of investments that are currently generating carried interest income.

We use non-fee generating AUM combined with fee-generating AUM as a performance measurement of our investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs. Non-fee generating AUM includes assets on which we could earn carried interest income.

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The table below presents fee-generating and non-fee generating AUM by segment as of March 31, 2014 and 2013 and December 31, 2013 . Changes in market conditions, additional funds raised and acquisitions have had significant impacts to our AUM:
 
As of  
 March 31,
 
As of  
 December 31,
 
 
2014
 
2013
 
2013
 
 
(in millions)
 
Total Assets Under Management
$
159,326

(1)  
$
114,269

(1)  
$
161,177

(1)  
Fee-generating
128,537

 
81,633

 
128,368

 
Non-fee generating
30,789

(1)  
32,636

(1)  
32,809

(1)  
Private Equity
48,086

 
39,205

 
49,908

 
Fee-generating
34,207

 
27,868

 
34,173

 
Non-fee generating
13,879

 
11,337

 
15,735

 
Credit
101,228

 
63,535

 
100,886

 
Fee-generating
88,404

 
48,488

 
88,249

 
Non-fee generating
12,824

 
15,047

 
12,637

 
Real Estate
8,899

 
9,412

 
9,289

 
Fee-generating
5,926

 
5,277

 
5,946

 
Non-fee generating
2,973

 
4,135

 
3,343

 
 
(1)
As of March 31, 2014 and 2013 and December 31, 2013 , includes $1.1 billion, $2.1 billion and $1.1 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within our three segments.
The following table presents Carry Eligible AUM and Carry Generating AUM for each of our segments as of March 31, 2014 and 2013 and December 31, 2013:

 
Carry Eligible AUM
 
Carry Generating AUM
 
As of  
 March 31,
 
As of  
 December 31,
 
As of  
 March 31,
 
As of  
 December 31,
 
2014
 
2013
 
2013
 
2014
 
2013
 
2013
 
(in millions)    
Private equity
$
43,686

 
$
38,040

 
$
45,050

 
$
22,857

 
$
31,846

 
$
24,791

Credit
36,297

 
36,505

 
34,580

 
25,758

 
28,513

 
23,539

Real estate
3,132

 
3,466

 
3,041

 
1,004

 
446

 
941

Total (1)
$
84,254

 
$
80,056

 
$
83,729

 
$
49,619

 
$
60,805

 
$
49,271


(1)
As of March 31, 2014 and 2013 and December 31, 2013 , includes $1.1 billion, $2.0 billion, and $1.0 billion of commitments related to Carry Eligible AUM, respectively, that have yet to be deployed to an Apollo fund within our three segments.
During the three months ended March 31, 2014 , our total fee-generating AUM increased primarily due to subscriptions and unrealized gains and was partially offset by distributions and decreases in leverage. The fee-generating AUM of our private equity funds increased primarily due to subscriptions which was offset primarily by distributions. The fee-generating AUM of our credit funds increased during the three months ended March 31, 2014 primarily due to increases in unrealized gains and subscriptions, and offset by distributions and decreases in leverage. The fee-generating AUM of our real estate segment decreased primarily due to distributions offset by net segment transfers and subscriptions.
When the fair value of an investment exceeds invested capital, we are normally entitled to carried interest income on the difference between the fair value once realized and invested capital after also considering certain expenses and preferred return amounts, as specified in the respective partnership agreements; however, we generally do not earn management fees on such excess.
With respect to our private equity funds and certain of our credit and real estate funds, we charge management fees on the amount of committed or invested capital and we generally are entitled to realized carried interest on the realized gains on the disposition of such funds’ investments. Certain funds may have current fair values below invested capital; however, the management fee would still be computed on the invested capital for such funds. With respect to ARI and AMTG, we receive

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management fees on stockholders' equity as defined in the applicable management agreement. In addition, our fee-generating AUM reflects leverage vehicles that generate monitoring fees on value in excess of fund commitments. As of March 31, 2014 , our total fee-generating AUM is comprised of approximately 97% of assets that earn management fees and the remaining balance of assets earn monitoring fees.
The Company’s entire fee-generating AUM is subject to management or monitoring fees. The components of fee-generating AUM by segment as of March 31, 2014 and 2013 and December 31, 2013 are presented below:
 
As of 
 March 31, 2014
 
Private
Equity
 
Credit
 
Real
Estate
 
Total
 
(in millions)
Fee-generating AUM based on capital commitments
$
19,945

 
$
6,493

 
$
156

 
$
26,594

Fee-generating AUM based on invested capital
11,734

 
1,569

 
3,788

 
17,091

Fee-generating AUM based on gross/adjusted assets
804

 
71,784

 
1,740

 
74,328

Fee-generating AUM based on leverage
1,668

 
1,538

 

 
3,206

Fee-generating AUM based on NAV
56

 
7,020

 
242

 
7,318

Total Fee-Generating AUM
$
34,207

(1)  
$
88,404

 
$
5,926

 
$
128,537

 
(1)
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at March 31, 2014
was 74 months.

 
As of 
 March 31, 2013
 
Private
Equity
 
Credit
 
Real
Estate
 
Total
 
(in millions)
Fee-generating AUM based on capital commitments
$
16,024

 
$
5,105

 
$
193

 
$
21,322

Fee-generating AUM based on invested capital
7,522

 
2,629

 
2,072

 
12,223

Fee-generating AUM based on gross/adjusted assets
924

 
31,315

 
2,740

 
34,979

Fee-generating AUM based on leverage (1)
3,376

 
2,957

 

 
6,333

Fee-generating AUM based on NAV
22

 
6,482

 
272

 
6,776

Total Fee-Generating AUM
$
27,868

(1)  
$
48,488

 
$
5,277

 
$
81,633

 

(1)
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at March 31, 2013
was 57 months.

 
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
was 75 months.


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AUM as of March 31, 2014 and 2013 and December 31, 2013 was as follows:
 
Total Assets Under Management
 
As of  
 March 31,
 
As of  
 December 31,
 
2014
 
2013
 
2013
 
(in millions)
AUM:
 
Private equity
$
48,086

 
$
39,205

 
$
49,908

Credit
101,228

 
63,535

 
100,886

Real estate
8,899

 
9,412

 
9,289

Total (1)
$
159,326

 
$
114,269

 
$
161,177

 
(1)
As of March 31, 2014 and 2013 and December 31, 2013 , includes $1.1 billion, $2.1 billion and $1.1 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within our three segments.
The following table presents total AUM and fee-generating AUM amounts for our private equity segment by strategy:
 
Total AUM
 
Fee-Generating AUM
 
 
As of  
 March 31,
 
As of  
 December 31,
 
As of  
 March 31,
 
As of  
 December 31,
 
 
2014
 
2013
 
2013
 
2014
 
2013
 
2013
 
 
(in millions)
 
Traditional Private Equity Funds
43,803

 
36,478

(1)  
45,872

(1)  
30,857

 
25,148

(1)  
31,094

(1)  
Natural Resources
1,354

 
1,284

 
1,367

 
1,295

 
1,295

 
1,295

 
Other (2)
2,929

 
1,443

(1)  
2,669

(1)  
2,055

 
1,425

(1)  
1,784

(1)  
Total
$
48,086

 
$
39,205

 
$
49,908

 
$
34,207

 
$
27,868

 
$
34,173

 
 
(1)
Reclassified to conform with current presentation.
(2)
Includes co-investments contributed to Athene by AAA, through its investment in AAA Investments, as part of the AAA Transaction as discussed in note 3 to the condensed consolidated financial statements.




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The following table presents total AUM and fee-generating AUM amounts for our credit segment by strategy:
 
 
Total AUM
 
Fee-Generating AUM
 
As of  
 March 31,
 
As of  
 December 31,
 
As of  
 March 31,
 
As of  
 December 31,
 
2014
 
2013
 
2013
 
2014
 
2013
 
2013
 
(in millions)
Athene (1)
$
49,371

 
$
9,671

 
$
50,345

 
$
49,371

 
$
9,546

 
$
50,345

U.S. Performing Credit
23,539

 
26,978

 
22,177

 
18,906

 
20,595

 
17,510

Structured Credit
12,183

 
12,528

 
12,779

 
8,687

 
8,166

 
9,362

Opportunistic Credit
7,572

 
6,130

 
7,068

 
5,236

 
4,524

 
4,763

Non-Performing Loans
5,478

 
6,024

 
5,688

 
4,157

 
4,328

 
4,330

European Credit
3,085

 
2,204

 
2,829

 
2,047

 
1,329

 
1,939

Total
$
101,228

 
$
63,535

 
$
100,886

 
$
88,404

 
$
48,488

 
$
88,249

 
(1)
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.
The following table presents total AUM and fee-generating AUM amounts for our real estate segment by strategy:
 
 
Total AUM
 
Fee-Generating AUM
 
As of  
 March 31,
 
As of  
 December 31,
 
As of  
 March 31,
 
As of  
 December 31,
 
2014
 
2013
 
2013
 
2014
 
2013
 
2013
 
(in millions)
Debt
$
5,229

 
$
5,552

 
$
5,731

 
$
3,885

 
$
3,081

 
$
3,701

Equity
3,670

 
3,860

 
3,558

 
2,041

 
2,196

 
2,245

Total
$
8,899

 
$
9,412

 
$
9,289

 
$
5,926

 
$
5,277

 
$
5,946


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The following tables summarize changes in total AUM and total AUM for each of our segments for the three months ended March 31, 2014 and 2013 :
 
 
For the 
 Three Months Ended 
 March 31,
 
2014
 
2013
 
 
(in millions)
Change in Total AUM:
 
 
 
 
Beginning of Period
$
161,177

(1)  
$
113,379

(1)  
Income
1,815

 
4,057

 
Subscriptions/Capital raised
1,543

 
1,200

 
Distributions
(4,369
)
 
(3,396
)
 
Redemptions
(173
)
 
(353
)
 
Leverage
(667
)
 
(618
)
 
End of Period
$
159,326

(1)  
$
114,269

(1)  
Change in Private Equity AUM:
 
 
 
 
Beginning of Period
$
49,908

 
$
37,832

 
Income
388

 
3,282

 
Subscriptions/Capital raised
324

 
4

 
Distributions
(3,022
)
 
(1,902
)
 
Net segment transfers

 
212

 
Leverage
488

 
(223
)
 
End of Period
$
48,086

 
$
39,205

 
Change in Credit AUM:
 
 
 
 
Beginning of Period
$
100,886

 
$
64,406

 
Income
1,322

 
731

 
Subscriptions/Capital raised
992

 
673

 
Distributions
(942
)
 
(1,356
)
 
Redemptions
(173
)
 
(353
)
 
Net segment transfers
(226
)
 
(239
)
 
Leverage
(631
)
 
(327
)
 
End of Period
$
101,228

 
$
63,535

 
Change in Real Estate AUM:
 
 
 
 
Beginning of Period
$
9,289

 
$
8,800

 
Income
86

 
44

 
Subscriptions/Capital raised
227

 
523

 
Distributions
(405
)
 
(138
)
 
Net segment transfers
226

 
251

 
Leverage
(524
)
 
(68
)
 
End of Period
$
8,899

 
$
9,412

 
 
(1)
As of March 31, 2014 and 2013 , and December 31, 2013 and 2012, includes $1.1 billion, $2.1 billion, $1.1 billion, and $2.3 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within our three segments.

 





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The following tables summarize changes in total fee-generating AUM and fee-generating AUM for each of our segments for the three months ended March 31, 2014 and 2013 :
 
 
For the 
 Three Months Ended 
 March 31,
 
2014
 
2013
 
(in millions)
Change in Total Fee-Generating AUM:
 
 
 
Beginning of Period
$
128,368

 
$
81,934

Income
897

 
173

Subscriptions/Capital raised
1,294

 
1,079

Distributions
(1,463
)
 
(911
)
Redemptions
(154
)
 
(370
)
Net movements between Fee-Generating and Non-Fee Generating
148

 
165

Leverage
(553
)
 
(437
)
End of Period
$
128,537

 
$
81,633

Change in Private Equity Fee-Generating AUM:
 
 
 
Beginning of Period
$
34,173

 
$
27,932

(Loss) Income
(2
)
 
61

Subscriptions/Capital raised
324

 
4

Distributions
(304
)
 
(94
)
Net segment transfers

 
196

Net movements between Fee-Generating and Non-Fee Generating
43

 
3

Leverage
(27
)
 
(234
)
End of Period
$
34,207

 
$
27,868

Change in Credit Fee-Generating AUM:
 
 
 
Beginning of Period
$
88,249

 
$
49,518

Income
885

 
62

Subscriptions/Capital raised
817

 
632

Distributions
(744
)
 
(750
)
Redemptions
(154
)
 
(370
)
Net segment transfers
(226
)
 
(447
)
Net movements between Fee-Generating and Non-Fee Generating
103

 
46

Leverage
(526
)
 
(203
)
End of Period
$
88,404

 
$
48,488

Change in Real Estate Fee-Generating AUM:
 
 
 
Beginning of Period
$
5,946

 
$
4,484

Income
14

 
50

Subscriptions/Capital raised
153

 
443

Distributions
(415
)
 
(67
)
Net segment transfers
226

 
251

Net movements between Fee-Generating and Non-Fee Generating
2

 
116

End of Period
$
5,926

 
$
5,277



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Private Equity
During the three months ended March 31, 2014 , the AUM in our private equity segment decreased by $1.8 billion, or 3.7%. This decrease was a result of distributions of $3.0 billion including $1.9 billion and $1.0 billion in Fund VII and Apollo Investment Fund VI, L.P. ("Fund VI"), respectively. Offsetting this decrease was a change in leverage of $0.5 billion and increases in unrealized gains of $0.4 billion.
During the three months ended March 31, 2013 , the AUM in our private equity segment increased by $1.4 billion, or 3.6%. This increase was a result of $3.3 billion of income that was primarily attributable to improved unrealized gains in our private equity funds including $1.6 billion in Fund VI and $1.5 billion in Fund VII. Offsetting this increase was $1.9 billion of distributions, including $1.4 billion in Fund VII and $0.4 billion in Fund VI.
Credit
During the three months ended March 31, 2014 , AUM in our credit segment increased by $0.3 billion. There were increases in unrealized gains of $1.3 billion and subscriptions of $1.0 billion, including $0.5 billion in Financial Credit Investment II, L.P. ("FCI II") and $0.2 billion in Apollo Structured Credit Recovery Master Fund III, L.P. ("ACRF III"). This was offset by distributions of $0.9 billion, which included $0.3 billion from Apollo European Principal Finance Fund, L.P. ("EPF I") and $0.1 billion from Apollo Credit Opportunity Fund II, L.P. ("COF II"), and the majority of the remaining portion related to CLOs, decreases in leverage of $0.6 billion and decreases of $0.2 billion in redemptions and net segment transfers.
During the three months ended March 31, 2013, AUM in our credit segment decreased by $0.9 billion, or 1.4%. This decrease consisted of $1.4 billion of distributions, $0.3 billion of leverage, redemptions of $0.4 billion and segment transfers out of $0.2 billion. This decrease in AUM was offset by $0.7 billion of income that was primarily attributable to improved unrealized gains across our credit funds, and additional subscriptions of $0.7 billion.
Real Estate
During the three months ended March 31, 2014 , AUM in our real estate segment decreased by $0.4 billion, or 4.2%. This decrease was the result of a decrease in leverage of $0.5 billion, including $0.7 billion from AGRE 2011 A-4 Fund, L.P. ("CMBS II") which was partially offset by an increase in leverage of $0.2 billion in ARI. There were also distributions of $0.4 billion including a distribution of $0.2 billion from the AGRE 2011 A-4 Fund, L.P. These decreases were partially offset by increases in net segment transfers of $0.2 billion in accounts owned by or related to Athene and subscriptions of $0.2 billion including $0.1 billion in AGRE Debt Fund I, L.P.
During the three months ended March 31, 2013, AUM in our real estate segment increased by $0.6 billion, or 7.0%, which was primarily the result of $0.5 billion of additional subscriptions and $0.3 billion of segment transfers in. These increases were offset by segment transfers out of $0.1 billion and distributions of $0.1 billion.
Dollars Invested and Uncalled Commitments
Dollars invested is the aggregate amount of capital, including capital commitments from the limited partner investors in our funds, that have been invested by our multi-year drawdown, commitment-based funds and SIAs that have a defined maturity date and for funds and SIAs in our real estate debt strategy during a reporting period. Uncalled commitments, by contrast, represents unfunded capital commitments that certain of Apollo’s funds and SIAs have received from limited partners to fund future or current investments and expenses as of the reporting date. Dollars invested and uncalled commitments are indicative of the pace and magnitude of fund capital that is deployed or will be deployed, and which therefore could result in future revenues that include transaction fees and incentive income to the extent fee generating. Dollars invested and uncalled commitments can also give rise to future costs that are related to the hiring of additional resources to manage and account for the additional capital that is deployed or will be deployed. Management uses dollars invested and uncalled commitments as key operating metrics since we believe the results measure our investment activities.






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Dollars Invested and Uncalled Commitments
The following table summarizes by segment the dollars invested for funds and SIAs with a defined maturity date and certain funds in our real estate debt strategy during the specified reporting periods:
 
 
For the 
 Three Months Ended 
 March 31,
 
2014
 
2013
 
(in millions)
Private equity
$
557

 
$
1,190

Credit
1,729

 
1,135

Real Estate
494

 
848

Total dollars invested
$
2,780

 
$
3,173

The following table summarizes the uncalled commitments by segment as of March 31, 2014 and 2013 , and December 31, 2013:
 
 
As of March 31,
2014
 
As of 
 March 31,
2013
 
As of December 31,
 2013
 
(in millions)
Private equity
$
23,687

 
$
6,315

 
$
23,689

Credit
6,413

 
5,349

 
7,113

Real Estate
983

 
1,221

 
971

Total Uncalled Commitments (1)(2)
$
32,173

 
$
15,005

 
$
32,852

(1)
As of March 31, 2014 and 2013 and December 31, 2013, includes $1.1 billion, $2.1 billion and $1.1 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within our three segments.
(2)
As of March 31, 2014 and 2013 and December 31, 2013, $28.5 billion, $13.9 billion, and $29.5 billion, respectively, represents the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements.


A The Historical Investment Performance of Our Funds
Below we present information relating to the historical performance of our funds, including certain legacy Apollo funds that do not have a meaningful amount of unrealized investments, and in respect of which the general partner interest has not been contributed to us.
When considering the data presented below, you should note that the historical results of our funds are not indicative of the future results that you should expect from such funds, from any future funds we may raise or from your investment in our Class A shares.
An investment in our Class A shares is not an investment in any of the Apollo funds, and the assets and revenues of our funds are not directly available to us. The historical and potential future returns of the funds we manage are not directly linked to returns on our Class A shares. Therefore, you should not conclude that continued positive performance of the funds we manage will necessarily result in positive returns on an investment in our Class A shares. However, poor performance of the funds that we manage would cause a decline in our revenue from such funds, and would therefore have a negative effect on our performance and in all likelihood the value of our Class A shares. There can be no assurance that any Apollo fund will continue to achieve the same results in the future.
Moreover, the historical returns of our funds should not be considered indicative of the future results you should expect from such funds or from any future funds we may raise, in part because:
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;

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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.
Finally, our private equity IRRs have historically varied greatly from fund to fund. For example, Apollo Investment Fund IV, L.P. ("Fund IV") has generated a 12 % gross IRR and a 9 % net IRR since its inception through March 31, 2014 , while Apollo Investment Fund V, L.P. ("Fund V") has generated a 61 % gross IRR and a 44 % net IRR since its inception through March 31, 2014 . Accordingly, the IRR going forward for any current or future fund may vary considerably from the historical IRR generated by any particular fund, or for our private equity funds as a whole. Future returns will also be affected by the applicable risks, including risks of the industries and businesses in which a particular fund invests. See “Item 1A. Risk Factors—Risks Related to Our Businesses—The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our Class A shares" in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 3, 2014.

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Investment Record

The following table summarizes the investment record by segment of our multi-year drawdown, commitment based funds and strategic investment accounts (“SIAs”) that have a defined maturity date in which investors make a commitment to provide capital at the formation of such funds and deliver capital when called as investment opportunities become available. All amounts are as of March 31, 2014 , unless otherwise noted:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of 
 March 31, 2014
 
As of 
 December 31, 2013
 
 
Strategy
 
Vintage
Year
 
Committed
Capital
 
Total Invested
Capital
 
Realized
 
Unrealized (1)
 
Total Value
 
Gross
IRR
 
Net
IRR
 
Gross
IRR
 
Net
IRR
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
Private Equity (2) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund VIII (3)
Traditional Private Equity Funds
 
2013
 
$
18,377

 
$
462

 
$

 
$
462

 
$
462

 
NM

(4)  
NM

(4)  
NM

(4)  
NM

(4)  
Fund VII
Traditional Private Equity Funds
 
2008
 
14,676

 
15,052

 
21,475

 
9,809

 
31,284

 
39
%
 
30
%
 
39
%
 
30
%
 
Fund VI
Traditional Private Equity Funds
 
2006
 
10,136

 
12,457

 
13,483

 
8,292

 
21,775

 
14

 
12

 
15

 
12

 
Fund V
Traditional Private Equity Funds
 
2001
 
3,742

 
5,192

 
12,453

 
506

 
12,959

 
61

 
44

 
61

 
44

 
Fund IV
Traditional Private Equity Funds
 
1998
 
3,600

 
3,481

 
6,776

 
26

 
6,802

 
12

 
9

 
12

 
9

 
Fund III
Traditional Private Equity Funds
 
1995
 
1,500

 
1,499

 
2,695

 

 
2,695

 
18

 
11

 
18

 
11

 
Fund I, II & MIA (5)
Traditional Private Equity Funds
 
1990/
1992
 
2,220

 
3,773

 
7,924

 

 
7,924

 
47

 
37

 
47

 
37

 
Subtotal
 
 
 
 
$
54,251

 
$
41,916

 
$
64,806

 
$
19,095

 
$
83,901

 
39%

(6)  
26%

(6)  
39%

(6)  
26%

(6)  
AION (3)
Other
 
2013
 
700

 
83

 

 
93

 
93

 
NM

(4)  
NM

(4)  
NM

(4)  
NM

(4)  
ANRP
Natural Resources
 
2012
 
1,323

 
403

 
25

 
464

 
489

 
15
%
 
5
%
 
18
%
 
7
%
 
Total Private Equity
 
 
 
 
$
56,274

 
$
42,402

 
$
64,831

 
$
19,652

 
$
84,483

 
 
 
 
 
 
 
 
 
Credit: (7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FCI II (3)
Structured Credit
 
2013
 
$
1,542

 
$
653

 
$

 
$
683

 
$
683

 
NM

(4)  
NM

(4)  
NM

(4)  
NM

(4)  
ACRF II (8)
Structured Credit
 
2012
 
104

 
233

 
131

 
132

 
263

 
NM

(4)  
NM

(4)  
NM

(4)  
NM

(4)  
EPF II (9)(10)
Non-Performing Loans
 
2012
 
3,666

 
1,502

 
82

 
1,705

 
1,787

 
NM

(4)  
NM

(4)  
NM

(4)  
NM

(4)  
FCI (9)
Structured Credit
 
2012
 
559

 
443

 
173

 
468

 
641

 
16
%
 
13
%
 
NM

(4)  
NM

(4)  
AESI (9)(10)
European Credit
 
2011
 
490

 
840

 
698

 
360

 
1,058

 
23

 
18

 
23
%
 
18
%
 
AEC (9)
European Credit
 
2012
 
293

 
496

 
336

 
195

 
531

 
19

 
12

 
19

 
12

 
AIE II (10)
European Credit
 
2008
 
284

 
916

 
1,344

 
106

 
1,450

 
20

 
17

 
20

 
17

 
COF I
U.S. Performing Credit
 
2008
 
1,485

 
1,611

 
3,858

 
541

 
4,399

 
30

 
27

 
30

 
27

 
COF II
U.S. Performing Credit
 
2008
 
1,583

 
2,176

 
2,905

 
237

 
3,142

 
14

 
11

 
14

 
11

 
EPF I (10)
Non-Performing Loans
 
2007
 
1,783

 
2,343

 
2,422

 
1,136

 
3,558

 
21

 
16

 
21

 
16

 
ACLF
U.S. Performing Credit
 
2007
 
984

 
1,449

 
2,425

 
169

 
2,594

 
13

 
11

 
13

 
11

 
Artus (11)
U.S. Performing Credit
 
2007
 
107

 
190

 
226

 

 
226

 
7

 
7

 
7

 
7

 
Total Credit
 
 
 
 
$
12,880

 
$
12,852

 
$
14,600

 
$
5,732

 
$
20,332

 
 
 
 
 
 
 
 
 
Real Estate: (7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AGRE U.S. Real Estate Fund, L.P (12)
Equity
 
2012
 
867

 
496

 
78

 
558

 
636

 
18
%
 
14
%
 
17
%
 
14
%
 
AGRE Debt Fund I, LP
Debt
 
2011
 
957

 
954

 
241

 
825

 
1,066

 
13

 
11

 
13

 
11

 
2011 A4 Fund, L.P.
Debt
 
2011
 
235

 
206

 
280

 
24

 
304

 
15

 
13

 
14

 
12

 
AGRE CMBS Fund, L.P.
Debt
 
2009
 
419

 
301

 
489

 
26

 
515

 
14

 
11

 
14

 
11

 
CPI Capital Partners North America (13)
Equity
 
2006
 
600

 
453

 
319

 
61

 
380

 
17

 
12

 
17

 
13

 
CPI Capital Partners Asia Pacific (13)
Equity
 
2006
 
1,292

 
1,168

 
1,458

 
231

 
1,689

 
36

 
32

 
37

 
33

 
CPI Capital Partners Europe (10)(13)
Equity
 
2006
 
1,600

 
1,056

 
187

 
547

 
734

 
2

 
1

 
2

 
1

 
CPI Other (14)
Equity
 
Various
 
2,406

 
N/A

 
N/A

(14)  
N/A

(14)  
N/A

(14)  
NM

(14)  
NM

(14)  
NM

(14)  
NM

(14)  
Total Real Estate
 
 
 
 
$
8,376

 
$
4,634

 
$
3,052

 
$
2,272

 
$
5,324

 
 
 
 
 
 
 
 
 

(1)
Figures include the market values, estimated fair value of certain unrealized investments and capital committed to investments.
(2)
Amounts presented are computed based on actual timing of the funds' cash inflows and outflows
(3)
Fund VIII, AION Capital Partners Limited ("AION"), and FCI II were launched during 2013, 2012, and 2013 respectively. Fund VIII, AION, and FCI II had their final capital raises in 2013 establishing their vintage years.
(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.

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Table of Contents

(5)
Fund I and Fund II were structured such that investments were made from either fund depending on which fund had available capital. 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. 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)
The investment record table for the credit and real estate funds and SIAs presented is computed based on the actual dates of capital contributions, distributions and ending limited partners’ capital as of the specified date.
(8)
As part of the acquisition of Stone Tower Capital LLC (“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.
(9)
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.
(10)
Funds are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.38 as of March 31, 2014 .
(11)
Apollo/ Artus Investors 2007-I, L.P. ("Artus") liquidated during the fourth quarter of 2013. Amounts presented represent the historical performance and returns for the fund.
(12)
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 million in base capital commitments and $450 million in additional capital commitments. Additionally, there was $154 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 $1.67 as of March 31, 2014 .
(13)
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 March 31, 2014 were (7)%, 8% and (9)% 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.
(14)
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.

The following table summarizes the investment record for distressed investments made in our private equity fund portfolios excluding ANRP and AION, since the Company’s inception. All amounts are as of March 31, 2014 :
 
 
Total Invested
Capital
 
Total Value
 
Gross IRR (1)
 
(in millions)
 
 
Distressed for Control
$
5,608

 
$
16,629

 
29
%
Non-Control Distressed
6,136

 
9,209

 
71

Total
11,744

 
25,838

 
49

Buyout Equity, Portfolio Company Debt and Other Credit (2)
30,172

 
58,063

 
23

Total
$
41,916

 
$
83,901

 
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.
The following tables provide additional detail on the composition of our Fund VIII, Fund VII, Fund VI and Fund V private equity portfolios based on investment strategy. All amounts are as of March 31, 2014 :
Fund VIII (1)  
 
Total Invested
Capital
 
Total Value
 
(in millions)
Buyout Equity and Portfolio Company Debt
$
462

 
$
462

Total
$
462

 
$
462






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Fund VII (1)  
 
Total Invested
Capital
 
Total Value
 
(in millions)
Buyout Equity and Portfolio Company Debt
$
10,318

 
$
23,504

Other Credit and Classic Distressed (2)
4,734

 
7,780

Total
$
15,052

 
$
31,284

Fund VI
 
Total Invested
Capital
 
Total Value
 
(in millions)
Buyout Equity and Portfolio Company Debt
$
10,312

 
$
18,075

Other Credit and Classic Distressed (2)
2,145

 
3,700

Total
$
12,457

 
$
21,775

Fund V
 
Total Invested
Capital
 
Total Value
 
(in millions)
Buyout Equity
$
4,412

 
$
11,985

Classic Distressed (2)
780

 
974

Total
$
5,192

 
$
12,959

 
(1)
Committed capital less unfunded capital commitments for Fund VIII and Fund VII is $652 million and $12,922 million, respectively, which 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 agreement or other governing agreements.
(2)
Classic Distressed is defined as investments in debt securities of issuers other than portfolio companies that are considered to be distressed.

During the recovery and expansionary periods of 1994 through 2000 and late 2003 through the first half of 2007, our private equity funds invested or committed to invest approximately $13.7 billion primarily in traditional and corporate partner buyouts. During the recessionary periods of 1990 through 1993, 2001 through late 2003 and the current recessionary and post recessionary periods (second half of 2007 through March 31, 2014 ), our private equity funds have invested $30.1 billion, of which $16.5 billion was in distressed buyouts and debt investments when the debt securities of quality companies traded at deep discounts to par value. Our average entry multiple for Fund VII, VI and V was 6.1 x, 7.7 x and 6.6 x, respectively, as of March 31, 2014 . The average entry multiple for a private equity fund is the average of the total enterprise value over an applicable EBITDA which we believe captures the true economics for our funds' purchases of portfolio companies.


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Credit
The following table summarizes the investment record for certain funds and SIAs within our credit segment with no maturity date. All amounts are as of March 31, 2014, unless otherwise noted:
 
 
 
 
 
 
 
 
Net Return
 
 
Strategy
 
Vintage  Year
 
Net Asset Value as of March 31, 2014
 
Since Inception to March 31, 2014
 
For the Three Months Ended March 31, 2014
 
For the Three Months Ended March 31, 2013
 
Since Inception
to
December 31, 2013
 
For the Year Ended December 31, 2013
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
 
 
ACSP (1)
Opportunistic Credit
 
2012
 
$
327

 
29
%
(2)  
6
%
(2)  
NM

(2)  
NM

(2)  
NM

(2)  
ACSF (3)
Opportunistic Credit
 
2011
 
292

 
NM

(3)  
NM

(3)  
NM

(3)  
NM

(3)  
NM

(3)  
STCS (3)
Opportunistic Credit
 
2010
 
4

 
NM

(3)  
NM

(3)  
NM

(3)  
NM

(3)  
NM

(3)  
SOMA (4)
Opportunistic Credit
 
2007
 
731

 
67

 
5

 
2
%
 
58
%
 
9
%
 
ACF (3)
U.S. Performing Credit
 
2005
 
2,252

 
NM

(3)  
NM

(3)  
NM

(3)  
NM

(3)  
NM

(3)  
Value Funds (5)
Opportunistic Credit
 
2003/2006
 
266

 
74

 

 
4

 
74

 
5

 
Totals
 
 
 
 
$
3,872

 
 
 
 
 
 
 
 
 
 
 
 
(1)
Apollo Centre Street Partnership, L.P. (“ACSP”) is a strategic investment account with $615 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 March 31, 2014 , the net returns from inception for ACSF, STCS and ACF were 42% , 42% , and 6% , 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 Apollo Special Opportunities Managed Account, L.P.’s (“SOMA”) investments 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.

The following table summarizes the investment record for our publicly traded vehicles by segment as of March 31, 2014 :
 
 
 
 
 
 
 
 
 
 
 
Net Returns
 
 
Strategy
 
IPO 
Year (2)       
 
Raised 
Capital (3)       
 
Gross 
Assets    
 
Current 
Net Asset 
Value    
 
Since Inception to
March 31,
2014
 
For the Three Months Ended March 31, 2014
 
For the Three Months Ended March 31, 2013
 
Since Inception to December 31,
2013
 
For the Year Ended December 31,
2013
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
 
 
Private Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AAA (1)
Other
 
2006
 
$
1,823

 
$
2,148

 
$
2,146

 
N/A

 
11
%
 
3
%
 
N/A

 
21
%
 
Credit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AIF (4)
U.S. Performing Credit
 
2013
 
276

 
425

 
287

 
NM

(5)  
NM

(5)  
NM

(5)  
NM

(5)  
NM

(5)  
AFT (4)
U.S. Performing Credit
 
2011
 
295
 
452
 
299
 
24
%
 
2

 
4

 
22

 
9

 
AMTG (6)
Structured Credit
 
2011
 
791
 
3,820
 
770
 
N/A

(6)  
N/A

(6)  
N/A

(6)  
N/A

(6)  
N/A

(6)  
AINV (7)
Opportunistic Credit
 
2004
 
2,978
 
3,380
 
1,925
 
N/A

 
N/A

 
N/A

 
70
%
 
16

 
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ARI (8)
Debt
 
2009
 
720

 
1,016

 
688

 
N/A

(8)  
N/A

(8)  
N/A

(8)  
N/A

(8)  
N/A

(8)  
Totals
 
 
 
 
$
6,883

 
$
11,241

 
$
6,115

 
 
 
 
 
 
 
 
 
 
 
(1)
AAA completed its initial public offering in June 2006 and is the sole limited partner in AAA Investments, L.P. (“AAA Investments”). Athene was AAA Investments’ only material investment as of March 31, 2014. AAA, through its investment in AAA Investments, was the largest shareholder of Athene Holding Ltd. as of March 31, 2014, with an approximate 72.5% ownership stake (without giving effect to restricted common shares issued under Athene’s management equity plan and conversion of AAA Investments' note receivable), and effectively 45% of the voting power of Athene. On April 4, 2014, Athene Holding Ltd. completed a private placement offering of common equity in which it raised $1.048 billion of primary commitments from third-party institutional and certain existing investors in Athene Holding Ltd. (the “Athene Private Placement”). Once the Athene Private Placement is fully drawn down, AAA Investments’ economic ownership of Athene is expected to decrease to approximately 51.5 % (without giving effect to restricted common shares issued under Athene’s management equity plan, conversion to common shares of AAA Investments’ note receivable from Athene, or common shares to be issued under Apollo’s services agreements with Athene and AAA subsequent to April 29, 2014). Represents the net return calculated based on period over period changes in net asset value. Additional information related to AAA can be found on its website www.apolloalternativeassets.com. The information contained in AAA’s website is not part of this Quarterly Report on Form 10-Q.
(2)
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 company traded on the National Association of Securities Dealers Automated Quotation. AAA is a publicly traded vehicle traded on Eurnoext Amsterdam.
(3)
Amounts represent raised capital net of offering and issuance costs.

- 90 -


(4)
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 on AFT’s and AIF’s website is not part of this Quarterly Report on Form 10-Q.
(5)
Returns have not been presented as the publicly traded vehicle commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
(6)
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 Quarterly Report on Form 10-Q.
(7)
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 Quarterly Report on Form 10-Q. All amounts are as of December 31, 2013 unless otherwise noted.
(8)
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 Quarterly Report on Form 10-Q.

Athene and SIAs

As of March 31, 2014 , Athene Asset Management, L.P. ("Athene Asset Management") had $59.2 billion of total AUM in accounts owned by or related to Athene, of which approximately $9.8 billion, was either sub-advised by Apollo or invested in Apollo funds and investment vehicles. Of the approximately $9.8 billion of assets, the vast majority were in sub-advisory managed accounts that manage high grade credit asset classes, such as CLO debt, commercial mortgage backed securities, and insurance-linked securities.

We also manage CLOs within our credit segment, with such CLOs representing a total AUM of approximately $9.6 billion as of March 31, 2014. Such CLO performance information is not included in the above investment record tables.

As of March 31, 2014 , Apollo managed approximately $14 billion of total AUM in SIAs which include certain SIAs in the investment record tables above and capital deployed from certain SIAs across our private equity, credit and real estate funds. The above investment record tables exclude certain funds with an aggregate AUM of approximately $5.2 billion as of March 31, 2014 , which were excluded because management deemed them to be immaterial.
The following table provides a summary of the cost and fair value of our funds’ investments by segment for the funds and SIAs listed in the investment record tables:
 
As of  
 March 31,
 
As of  
 December 31,
 
 
2014
 
2013
 
2013
 
 
(in millions)
 
Private Equity:
 
 
 
 
 
 
Cost
$
14,063

 
$
17,529

 
$
14,213

 
Fair Value
21,800

 
28,408

 
23,432

 
Credit:
 
 
 
 
 
 
Cost
$
16,636

(1)  
$
15,509

(2)  
$
15,642

 
Fair Value
17,128

(1)  
16,697

(2)  
16,656

 
Real Estate:
 
 
 
 
 
 
Cost
$
3,184

 
$
4,202

 
$
4,246

 
Fair Value
3,117

 
4,083

 
4,160

 
 
(1)
AINV cost and fair value amounts are as of December 31, 2013.
(2)
AINV and AMTG cost and fair value amounts are as of December 31, 2012.


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Overview of Results of Operations
Revenues
Advisory and Transaction Fees from Affiliates, Net. As a result of providing advisory services with respect to actual and potential private equity, credit, and real estate investments, we are entitled to receive fees for transactions related to the acquisition and, in certain instances, disposition of portfolio companies as well as fees for ongoing monitoring of portfolio company operations and directors’ fees. We also receive an advisory fee for advisory services provided to certain credit funds. In addition, monitoring fees are generated on certain structured portfolio company investments. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Such amounts are presented as a reduction to advisory and transaction fees from affiliates, net, in the condensed consolidated statements of operations. See note 2 to our condensed consolidated financial statements for more detail.
The Management Fee Offsets are calculated for each fund as follows:
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.
Additionally, during the normal course of business, the Company incurs certain costs related to certain transactions that are not consummated (“broken deal costs"). These costs (e.g. research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken deal costs upon management's decision to no longer pursue the transaction. In accordance with the related fund agreement, in the event the deal is deemed broken, all of the costs are reimbursed by the funds and then included as a component of the calculation of the Management Fee Offset. If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company for all costs incurred and no offset is generated.
As the Company acts as an agent for the funds it manages, any transaction costs incurred and paid by the Company on behalf of the respective funds relating to successful or broken deals are presented net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is presented in Due from Affiliates on the condensed consolidated statements of financial condition.
Management Fees from Affiliates. The significant growth of the assets we manage has had a positive effect on our revenues. Management fees are typically calculated based upon any of “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted costs of all unrealized portfolio investments,” “capital commitments,” “invested capital,” “adjusted assets,” “capital contributions,” or “stockholders’ equity,” each as defined in the applicable limited partnership agreement and/or management agreement of the unconsolidated funds.
Carried Interest Income from Affiliates. The general partners of our funds, in general, are entitled to an incentive return that can amount to as much as 20% of the total returns on fund capital, depending upon performance of the underlying funds and subject to preferred returns and high water marks, as applicable. The carried interest income from affiliates is recognized in accordance with U.S. GAAP guidance applicable to accounting for arrangement fees based on a formula. In applying the U.S. GAAP guidance, the carried interest from affiliates for any period is based upon an assumed liquidation of the funds’ assets at the reporting date, and distribution of the net proceeds in accordance with the funds’ allocation provisions.
As of March 31, 2014 , approximately 70% of the value of our fund investments on a gross basis was determined using market-based valuation methods (i.e., reliance on broker or listed exchange quotes) and the remaining 30% was determined primarily by comparable company and industry multiples or discounted cash flow models. For our private equity, credit and real estate segments, the percentage determined using market-based valuation methods as of March 31, 2014 was 58%, 80% and 52%, respectively. See “Item 1A. Risk Factors—Risks Related to Our Businesses—Our private equity funds’ performance, and our performance, may be adversely affected by the financial performance of our portfolio companies and the industries in which our funds invest” in our Annual Report on Form10-K for the year ended December 31, 2013 filed with the SEC on March 3, 2014 for a discussion regarding certain industry-specific risks that could affect the fair value of our private equity funds’ portfolio company investments.
Carried interest income fee rates can be as much as 20% for our private equity funds. In our private equity funds, the Company does not earn carried interest income until the investors in the fund have achieved cumulative investment returns on invested capital (including management fees and expenses) in excess of an 8% hurdle rate. Additionally, certain of our credit and

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real estate funds have various carried interest rates and hurdle rates. Certain credit funds allocate carried interest to the general partner in a similar manner as the private equity funds. In our private equity, certain credit and real estate funds, so long as the investors achieve their priority returns, there is a catch-up formula whereby the Company earns a priority return for a portion of the return until the Company’s carried interest income equates to its incentive fee rate for that fund; thereafter, the Company participates in returns from the fund at the carried interest income rate. Carried interest income is subject to reversal to the extent that the carried interest income distributed exceeds the amount due to the general partner based on a fund’s cumulative investment returns. The Company recognizes potential repayment of previously received carried interest income as a general partner obligation representing all amounts previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. This actual general partner obligation, however, would not become payable or realized until the end of a fund’s life.
The table below presents an analysis of our (i) carried interest receivable on an unconsolidated basis as of March 31, 2014 and (ii) realized and unrealized carried interest income (loss) for our combined segments' incentive business as of and for the three months ended March 31, 2014 :
 
As of 
 March 31, 2014
 
For the Three Months Ended 
 March 31, 2014
 
 
Carried Interest Receivable on an Unconsolidated Basis
 
Unrealized
Carried
Interest 
(Loss)
Income
 
Realized
Carried
Interest
Income
 
Total
Carried
Interest
Income 
(Loss)
 
 
(in millions)
Private Equity Funds:
 
 
 
 
 
 
 
 
Fund VII
$
773.5

 
$
(117.3
)
 
$
259.1

 
$
141.8

 
Fund VI
522.0

 
(175.6
)
 
111.7

 
(63.9
)
 
Fund V
54.3

 
11.2

 
10.5

 
21.7

 
Fund IV
5.4

 
(2.3
)
 

 
(2.3
)
 
AAA/Other (1)(2)
219.0

 
(9.6
)
 
15.6

 
6.0

 
Total Private Equity Funds
1,574.2

 
(293.6
)
 
396.9

 
103.3

 
Credit Funds:
 
 
 
 
 
 
 
 
U.S. Performing Credit
162.9

 
1.1

 
17.5

 
18.6

 
Opportunistic Credit
48.5

 
15.1

 
1.0

 
16.1

 
Structured Credit
60.7

 
7.0

 

 
7.0

 
European Credit
18.0

 
3.2

 
3.3

 
6.5

 
Non-Performing Loans
119.8

 
(34.3
)
 
44.0

 
9.7

 
Total Credit Funds
409.9

 
(7.9
)
 
65.8

 
57.9

 
Real Estate Funds:
 
 
 
 
 
 
 
 
CPI Funds
4.0

 
(1.3
)
 

 
(1.3
)
 
AGRE U.S. Real Estate Fund
6.8

 
1.2

 

 
1.2

 
Other
4.1

 
(0.2
)
 

 
(0.2
)
 
Total Real Estate Funds
14.9

 
(0.3
)
 

 
(0.3
)
 
Total
$
1,999.0

(3)  
$
(301.8
)
 
$
462.7

 
$
160.9

 
 
(1)
Includes certain SIAs.
(2)
Includes $121.3 million of carried interest receivable from AAA Investments' investment in Athene Holding Ltd., 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. by AAA Investments to AAA; in the event there is not a distribution of shares, the receivable will be settled in cash. During the three months ended March 31, 2014, Apollo earned $20.4 million from AAA Investments' investment in Athene Holding Ltd.
(3)
There was a corresponding profit sharing payable of $894.1 million as of March 31, 2014 that resulted in a net carried interest receivable on an unconsolidated basis of $1,104.9 million as of March 31, 2014 . Included within profit sharing payable are contingent consideration obligations of $126.5 million as of March 31, 2014 .





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The general partners of the private equity, credit and real estate funds listed in the table above were accruing carried interest income as of March 31, 2014 . The investment manager of AINV accrues carried interest in the management company business as it is earned. The general partners of certain of our credit funds accrue carried interest when the fair value of investments exceeds the cost basis of the individual investors’ investments in the fund, including any allocable share of expenses incurred in connection with such investments. These high water marks are applied on an individual investor basis. Certain of our credit funds have investors with various high water marks and are subject to market conditions and investment performance.
Carried interest income from our private equity funds and certain credit and real estate funds is subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative carried interest distributed from inception to date exceeds the amount computed as due to the general partner at the final distribution. These general partner obligations, if applicable, are included in due to affiliates on the condensed consolidated statements of financial condition. As of March 31, 2014 , there were no such general partner obligations related to our funds. Carried interest receivable is reported on a separate line item within the condensed consolidated statements of financial condition.

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The following table summarizes our carried interest income since inception for our combined segments through March 31, 2014 :
 
 
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
March 31, 2014 (2)
 
Maximum Carried
Interest Income
Subject to
Potential Reversal (3)
 
(in millions)
Private Equity Funds:
 
 
 
 
 
 
 
 
 
Fund VII
$
773.5

 
$
2,218.8

 
$
2,992.3

 
$

 
$
2,332.9

Fund VI
522.0

 
1,290.3

 
1,812.3

 

 
1,394.3

Fund V
54.3

 
1,420.7

 
1,475.0

 

 
90.4

Fund IV
5.4

 
597.2

 
602.6

 

 
5.3

AAA/Other
219.0

 
82.9

 
301.9

 

 
219.7

Total Private Equity Funds
1,574.2

 
5,609.9

 
7,184.1

 

 
4,042.6

Credit Funds:
 
 
 
 
 
 
 
 
 
U.S. Performing Credit
162.9

 
653.8

 
816.7

 

 
438.3

Opportunistic Credit (4)
39.7

 
185.6

 
225.3

 

 
59.5

Structured Credit
60.7

 
44.7

 
105.4

 

 
70.0

European Credit
18.0

 
76.8

 
94.8

 

 
79.4

Non-Performing Loans
119.8

 
79.0

 
198.8

 

 
198.8

Total Credit Funds
401.1

 
1,039.9

 
1,441.0

 

 
846.0

Real Estate Funds:
 
 
 
 
 
 
 
 
 
CPI Funds
4.0

 
5.2

 
9.2

 

 
4.0

AGRE U.S. Real Estate Fund
6.8

 

 
6.8

 

 
6.8

Other
4.1

 

 
4.1

 

 
4.1

Total Real Estate Funds
14.9

 
5.2

 
20.1

 

 
14.9

Total
$
1,990.2

 
$
6,655.0

 
$
8,645.2

 
$

 
$
4,903.5

 
(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 March 31, 2014 . 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 March 31, 2014 . 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 March 31, 2014 . 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.
Expenses
Compensation and Benefits. Our most significant expense is compensation and benefits expense. This consists of fixed salary, discretionary and non-discretionary bonuses, profit sharing expense associated with the carried interest income earned from private equity, credit and real estate funds and compensation expense associated with the vesting of non-cash equity-based awards.
Our compensation arrangements with certain partners and employees contain a significant performance-based incentive component. Therefore, as our net revenues increase, our compensation costs also rise or can be lower when net revenues decrease. In addition, our compensation costs reflect the increased investment in people as we expand geographically and create new funds. All payments for services rendered by our Managing Partners prior to the 2007 Reorganization have been accounted for as partnership distributions rather than compensation and benefits expense. See note 1 to our condensed consolidated financial

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statements for further discussion of the 2007 Reorganization. Subsequent to the 2007 Reorganization, our Managing Partners are considered employees of Apollo. As such, payments for services made to these individuals, including the expense associated with the AOG Units described below, have been recorded as compensation expense. The AOG Units were granted to the Managing Partners and Contributing Partners at the time of the 2007 Reorganization, as discussed in note 1 to our condensed consolidated financial statements.
In addition, certain professionals and selected other individuals have a profit sharing interest in the carried interest income earned in relation to our private equity, certain credit and real estate funds in order to better align their interests with our own and with those of the investors in these funds. Profit sharing expense is part of our compensation and benefits expense and is generally based upon a fixed percentage of private equity, credit and real estate carried interest income on a pre-tax and a pre-consolidated basis. Profit sharing expense can reverse during periods when there is a decline in carried interest income that was previously recognized. Profit sharing amounts are normally distributed to employees after the corresponding investment gains have been realized and generally before preferred returns are achieved for the investors. Therefore, changes in our unrealized gains (losses) for investments have the same effect on our profit sharing expense. Profit sharing expense increases when unrealized gains increase. Realizations only impact profit sharing expense to the extent that the effects on investments have not been recognized previously. If losses on other investments within a fund are subsequently realized, the profit sharing amounts previously distributed are normally subject to a general partner obligation to return carried interest income previously distributed back to the funds. This general partner obligation due to the funds would be realized only when the fund is liquidated, which generally occurs at the end of the fund’s term. However, indemnification obligations also exist for pre-reorganization realized gains, which, although our Managing Partners and Contributing Partners would remain personally liable, may indemnify our Managing Partners and Contributing Partners for 17.5% to 100% of the previously distributed profits regardless of the fund’s future performance. See note 13 to our condensed consolidated financial statements for further discussion of indemnification.
Each Managing Partner receives $100,000 per year in base salary for services rendered to us. Additionally, our Managing Partners can receive other forms of compensation. In connection with the 2007 Reorganization, the Managing Partners and Contributing Partners received AOG Units with a vesting period of five to six years (all of which have fully vested) and certain employees were granted RSUs with a vesting period of typically six years (all of which have also fully vested). Managing Partners, Contributing Partners and certain employees have also been granted AAA RDUs, or incentive units that provide the right to receive AAA RDUs, which both represent common units of AAA and generally vest over three years for employees and are fully-vested for Managing Partners and Contributing Partners on the grant date. In addition, ARI RSUs, ARI restricted stock and AMTG RSUs have been granted to the Company and certain employees in the real estate and credit segments, which generally vest over three years. In addition, the Company grants equity awards to certain employees, including RSUs and options, that generally vest and become exercisable in quarterly installments or annual installments depending on the contract terms over a period of three to six years. See note 12 to our condensed consolidated financial statements for further discussion of AOG Units and other equity-based compensation.
Other Expenses. The balance of our other expenses includes interest, professional fees, placement fees, occupancy, depreciation and amortization and other general operating expenses. Interest expense consists primarily of interest related to the 2007 AMH Credit Agreement and 2013 AMH Credit Facilities as discussed in note 10 to our condensed consolidated financial statements. Placement fees are incurred in connection with our capital raising activities. Occupancy expense represents charges related to office leases and associated expenses, such as utilities and maintenance fees. Depreciation and amortization of fixed assets is normally calculated using the straight-line method over their estimated useful lives, ranging from two to sixteen years, taking into consideration any residual value. Leasehold improvements are amortized over the shorter of the useful life of the asset or the expected term of the lease. Intangible assets are amortized based on the future cash flows over the expected useful lives of the assets. Other general operating expenses normally include costs related to travel, information technology and administration.
Other Income (Loss)
Net Gains (Losses) from Investment Activities. The performance of the consolidated Apollo funds has impacted our net gains (losses) from investment activities. Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in our investment portfolio between the opening reporting date and the closing reporting date. Net unrealized gains (losses) are a result of changes in the fair value of unrealized investments and reversal of unrealized gains (losses) due to dispositions of investments during the reporting period. For results of AAA, a portion of the net gains (losses) from investment activities are attributable to Non-Controlling Interests in the condensed consolidated statements of operations. Significant judgment and estimation goes into the assumptions that drive these models and the actual values realized with respect to investments could be materially different from values obtained based on the use of those models. The valuation methodologies applied impact the reported value of investment company holdings and their underlying portfolios in our condensed consolidated financial statements.

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Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses subsequent to consolidation are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations.
Interest Income. The Company recognizes security transactions on the trade date. Interest income is recognized as earned on an accrual basis. Discounts and premiums on securities purchased are accreted or amortized over the life of the respective securities using the effective interest method. Interest income also includes payment-in-kind interest (or "PIK" interest) on a convertible note and from one of our credit funds.
Other Income (Loss), Net. Other income (loss), net includes the recognition of bargain purchase gains as a result of Apollo acquisitions, gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities of foreign subsidiaries, reversal of a portion of the tax receivable agreement liability (see note 13 to our condensed consolidated financial statements), gains (losses) arising from the remeasurement of derivative instruments associated with fees from certain of the Company’s affiliates and other miscellaneous non-operating income and expenses.
Income Taxes . The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. Federal income tax purposes. As a result, except as described below, the Apollo Operating Group has not been subject to U.S. income taxes. However, these entities in some cases are subject to NYC UBT, and non-U.S. entities, in some cases, are subject to non-U.S. corporate income taxes. In addition, APO Corp., a wholly-owned subsidiary of the Company, is subject to U.S. Federal, state and local corporate income tax, and the Company’s provision for income taxes is accounted for in accordance with U.S. GAAP.
As significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties, we recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolutions of any related appeals or litigation, based on the technical merits of the position. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits of the position are recognized. The Company’s tax positions are reviewed and evaluated quarterly to determine whether or not we have uncertain tax positions that require financial statement recognition.
Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amount of assets and liabilities and their respective tax basis using currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Non-Controlling Interests
For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. The Non-Controlling Interests relating to Apollo Global Management, LLC primarily include the 60.6% and 64.5% ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings as of March 31, 2014 and 2013 , respectively, and other ownership interests in consolidated entities, which primarily consist of the approximate 97.5% , and 97.3% ownership interests held by limited partners in AAA as of March 31, 2014 and 2013 , respectively. Non-Controlling Interests also include limited partner interests of Apollo managed funds in certain consolidated VIEs.
The authoritative guidance for Non-Controlling Interests in the condensed consolidated financial statements requires reporting entities to present Non-Controlling Interest as equity and provides guidance on the accounting for transactions between an entity and Non-Controlling Interests. According to the guidance, (1) Non-Controlling Interests are presented as a separate component of shareholders’ equity on the Company’s condensed consolidated statements of financial condition, (2) net income (loss) includes the net income (loss) attributable to the Non-Controlling Interest holders on the Company’s condensed consolidated statements of operations, (3) the primary components of Non-Controlling Interest are separately presented in the Company’s condensed consolidated statements of changes in shareholders’ equity to clearly distinguish the interests in the Apollo Operating Group and other ownership interests in the consolidated entities and (4) profits and losses are allocated to Non-Controlling Interests in proportion to their ownership interests regardless of their basis.
On January 1, 2010, the Company adopted amended consolidation guidance issued by the Financial Accounting Standards Board ("FASB") on issues related to VIEs. The amended guidance significantly affects the overall consolidation analysis, changing the approach taken by companies in identifying which entities are VIEs and in determining which party is the primary beneficiary. The amended guidance requires continuous assessment of the reporting entity’s involvement with such VIEs. The

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amended guidance also enhances the disclosure requirements for a reporting entity’s involvement with VIEs, including presentation on the condensed consolidated statements of financial condition of assets and liabilities of consolidated VIEs that meet the separate presentation criteria and disclosure of assets and liabilities recognized in the condensed consolidated statements of financial condition and the maximum exposure to loss for those VIEs in which a reporting entity is determined to not be the primary beneficiary but in which it has a variable interest. The guidance provides a limited scope deferral for a reporting entity’s interest in an entity that meets all of the following conditions: (a) the entity has all the attributes of an investment company as defined under the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide, Investment Companies , or does not have all the attributes of an investment company but is an entity for which it is acceptable based on industry practice to apply measurement principles that are consistent with the AICPA Audit and Accounting Guide, Investment Companies , (b) the reporting entity does not have explicit or implicit obligations to fund any losses of the entity that could potentially be significant to the entity and (c) the entity is not a securitization entity, asset-backed financing entity or an entity that was formerly considered a qualifying special-purpose entity. The reporting entity is required to perform a consolidation analysis for entities that qualify for the deferral in accordance with previously issued guidance on variable interest entities. Apollo’s involvement with the funds it manages is such that all three of the above conditions are met with the exception of certain vehicles which fail condition (c) above. As previously discussed, the incremental impact of adopting the amended consolidation guidance has resulted in the consolidation of certain VIEs managed by the Company. Additional disclosures related to Apollo’s involvement with VIEs are presented in note 4 to our condensed consolidated financial statements.

Results of Operations
Below is a discussion of our condensed consolidated results of operations for the three months ended March 31, 2014 and 2013 . For additional analysis of the factors that affected our results at the segment level, see “—Segment Analysis” below:
 
 
Three Months Ended March 31,
 
Amount
Change
 
Percentage
Change
 
2014
 
2013
 
 
(dollars in thousands)
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
116,065

 
$
47,419

 
$
68,646

 
144.8
 %
Management fees from affiliates
209,791

 
150,447

 
59,344

 
39.4

Carried interest income from affiliates
165,544

 
1,111,207

 
(945,663
)
 
(85.1
)
Total Revenues
491,400

 
1,309,073

 
(817,673
)
 
(62.5
)
Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Equity-based compensation
58,978

 
45,286

 
13,692

 
30.2

Salary, bonus and benefits
80,530

 
73,396

 
7,134

 
9.7

Profit sharing expense
103,959

 
423,620

 
(319,661
)
 
(75.5
)
Total Compensation and Benefits
243,467

 
542,302

 
(298,835
)
 
(55.1
)
Interest expense
3,114

 
7,518

 
(4,404
)
 
(58.6
)
Professional fees
19,452

 
16,060

 
3,392

 
21.1

General, administrative and other
24,678

 
22,941

 
1,737

 
7.6

Placement fees
1,786

 
9,358

 
(7,572
)
 
(80.9
)
Occupancy
9,903

 
9,805

 
98

 
1.0

Depreciation and amortization
11,719

 
14,618

 
(2,899
)
 
(19.8
)
Total Expenses
314,119

 
622,602

 
(308,483
)
 
(49.5
)
Other Income:
 
 
 
 
 
 
 
Net gains from investment activities
223,408

 
52,133

 
171,275

 
328.5

Net gains from investment activities of consolidated variable interest entities
47,735

 
47,861

 
(126
)
 
(0.3
)
Income from equity method investments
22,910

 
27,790

 
(4,880
)
 
(17.6
)
Interest income
3,328

 
3,091

 
237

 
7.7

Other income, net
17,531

 
1,298

 
16,233

 
NM

Total Other Income
314,912

 
132,173

 
182,739

 
138.3

Income before income tax provision
492,193

 
818,644

 
(326,451
)
 
(39.9
)
Income tax provision
(32,549
)
 
(18,579
)
 
(13,970
)
 
75.2

Net Income
459,644

 
800,065

 
(340,421
)
 
(42.5
)
Net income attributable to Non-controlling Interests
(387,475
)
 
(551,087
)
 
163,612

 
(29.7
)
Net Income Attributable to Apollo Global Management, LLC
$
72,169

 
$
248,978

 
$
(176,809
)
 
(71.0
)%

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Note: “NM” denotes not meaningful. Changes from negative to positive amounts and positive to negative amounts are not considered meaningful. Increases or decreases from zero and changes greater than 500% are also not considered meaningful.
Revenues
Our revenues and other income include fixed components that result from measures of capital and asset valuations and variable components that result from realized and unrealized investment performance, as well as the value of successfully completed transactions.
Advisory and transaction fees from affiliates, net, increased by $68.6 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. This was attributable to an increase in advisory and transaction fees, net in the credit and private equity segments of $55.8 million and $13.0 million , respectively. The increase in the credit segment was primarily driven by an increase in monitoring fees based on Athene's capital and surplus of $39.2 million and net transaction fees earned from EPF II of $13.8 million during the three months ended March 31, 2014. This increase in the private equity segment was primarily attributable to an increase of $15.2 million in net transaction and termination fees driven by the portfolio company investments of Fund VII and ANRP.
Management fees from affiliates increased by $59.3 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to an increase in management fees earned by our credit and private equity segments of $47.3 million , $13.1 million , respectively, as a result of an increase in fee-generating AUM with respect to these segments during the period. A primary driver of the increase in management fees earned from the credit funds was attributable to an increase of $43.2 million of fees earned from Athene Asset Management as a result of Athene's acquisition of the U.S. annuity operations of Aviva plc ("Aviva USA") which closed in the fourth quarter of 2013. The increase was also due to Fund VIII, which generated an additional $48.2 million of management fees for the three months ended March 31, 2014 as compared to the same period in 2013. The increase in management fees from affiliates was partially offset by a $33.5 million reduction in management fees for Fund VII due to a change in fee basis.
Carried interest income from affiliates decreased by $945.7 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to decreased carried interest income primarily from Fund VI, Fund VII, AAA Co-Invest VI, SOMA, COF I, Stanhope Life II, L.P., COF II and the Value Funds, of $708.5 million, $171.2 million, $27.1 million, $25.5 million, $25.5 million, $13.8 million, $8.6 million, and $4.8 million respectively. The decrease with respect to Fund VI was primarily due to the absence of "catch-up" unrealized carried interest income in the first quarter of 2014 that was earned in the first quarter of 2013 as the fund crossed its preferred return hurdle. This was offset by increases in the fair value of portfolio investments held by AAA, EPF I, Stanhope Life I, L.P., and Fund V which had increased carried interest income of $18.3 million, $10.0 million, $10.7 million, and $6.6 million, respectively, during the three months ended March 31, 2014 as compared to the same period in 2013.
Expenses
Compensation and benefits decreased by $298.8 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to a reduction within profit sharing expense of $319.7 million , due to a decrease in carried interest income earned by certain of our private equity, credit and real estate funds during the three months ended March 31, 2014. Included within profit sharing expense was an $11.8 million expense related to the Incentive Pool (as defined below) for the three months ended March 31, 2014 and 2013. Lower amortization of AOG Units of $15.0 million due to the end of their vesting period as of June 30, 2013, lower amortization of RSU awards granted in connection with the 2007 private placement and other equity-based awards of $11.3 million further contributed to the overall decrease in compensation and benefits for the three months ended March 31, 2014 as compared to the same period in 2013. This decrease was partially offset by a non-cash expense of $45.6 million related to equity-based compensation in connection with the departure of an executive officer during the three months ended March 31, 2014. Additionally, salary, bonus and benefits increased by $7.1 million during the three months ended March 31, 2014 as a result of an increase in headcount during the period as compared to the same period in 2013.
The Company intends to, over time, seek to more directly tie compensation of its professionals to realized performance of the Company’s business, which will likely result in greater variability in compensation. In June 2011, the Company adopted a performance based incentive arrangement (the “Incentive Pool”) whereby certain partners and employees earned discretionary compensation based on carried interest realizations earned by the Company during the year, which amounts are reflected as profit sharing expense in the Company’s condensed consolidated financial statements. The Company adopted the Incentive Pool to attract and retain, and provide incentive to, partners and employees of the Company and to more closely align the overall compensation of partners and employees with the overall realized performance of the Company. Allocations to the Incentive Pool and to its participants contain both a fixed and a discretionary component and may vary year-to-year depending on the overall realized

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performance of the Company and the contributions and performance of each participant. There is no assurance that the Company will continue to compensate individuals through performance-based incentive arrangements in the future and there may be periods when the Executive Committee of the Company’s manager determines that allocations of realized carried interest income are not sufficient to compensate individuals, which may result in an increase in salary, bonus and benefits.
Interest expense decreased by $4.4 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to decreased interest expense related to a lower margin rate incurred from the 2013 AMH Credit Facilities as compared to the 2007 AMH Credit Agreement during the three months ended March 31, 2014 as compared to the same period in 2013 (see note 10 to our condensed consolidated financial statements).
Professional fees increased by $3.4 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was attributable to higher accounting and consulting fees incurred during the three months ended March 31, 2014 as compared to the same period in 2013 .
General, administrative and other expenses increased by $1.7 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to an increase in costs associated with the launch of new funds, increased travel, information technology, recruiting and other expenses incurred during the three months ended March 31, 2014 as compared to the same period in 2013 .
Placement fees decreased by $7.6 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . Placement fees are incurred in connection with the raising of capital for new and existing funds. The fees are normally payable to placement agents, who are third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors. This change was primarily attributable to $6.7 million related to the IPO of AIF during the three months ended March 31, 2013.
Depreciation and amortization expense decreased $2.9 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to lower amortization of intangible assets during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 .
Other Income (Loss)
Net gains from investment activities increased by $171.3 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to a $157.6 million and $14.0 million increase in net unrealized gains related to changes in the fair value of AAA Investments’ portfolio investments and the investment in HFA, respectively, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 .
Income from equity method investments decreased by $4.9 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily driven by changes in the fair values of certain Apollo funds and other entities in which the Company has a direct interest. Fund VII, COF I, EPF I, VC Holdings, L.P. Series C ("Vantium C"), AION and AINV had the most significant impact and together generated $18.9 million of income from equity method investments during the three months ended March 31, 2014 as compared to $23.2 million during the three months ended March 31, 2013 , resulting in a year-over-year net decrease of $4.3 million. See note 3 to our condensed consolidated financial statements for a complete summary of income from equity method investments by fund for the three months ended March 31, 2014 and 2013 .
Other income, net increased by $16.2 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to a $14.0 million unrealized gain on Athene related derivative contracts for the three months ended March 31, 2014 (see note 13 to our condensed consolidated financial statements). This change was also attributable to increased income of $2.2 million related to the reduction of the tax receivable agreement liability due to a change in estimated tax rates.
Income Tax Provision

Income tax expense increased by $14.0 million primarily due to higher taxable income driven by a change in the mix of our earnings which are subject to corporate-level taxation. The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. Federal income tax purposes. Due to our legal structure, only a portion of the income we earn is subject to corporate-level tax rates in the United States and foreign jurisdictions. The provision for income taxes includes federal, state and local income taxes in the United States and foreign income taxes at an effective tax rate of 6.6% and 2.3% for the three months ended March 31, 2014 and 2013, respectively. The reconciling items between our statutory tax rate and our effective tax rate were

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due to the following: (i) income passed through to Non-Controlling Interests; (ii) income passed through to Class A shareholders; (iii) amortization of AOG Units that are non-deductible for income tax purposes; and (iv) state and local income taxes including NYC UBT.
Non-Controlling Interests
The table below presents equity interests in Apollo’s consolidated, but not wholly-owned, subsidiaries and funds.
Net income attributable to Non-Controlling Interests consisted of the following:
 
For the Three Months Ended March 31,
 
2014
 
2013
 
(in thousands)
AAA (1)
$
(199,269
)
 
$
(45,682
)
Interest in management companies and a co-investment vehicle (2)
(3,585
)
 
(3,836
)
Other consolidated entities
(4,698
)
 
21,919

Net income attributable to Non-Controlling Interests in consolidated entities
(207,552
)
 
(27,599
)
Net income attributable to Appropriated Partners’
Capital (3)
(24,823
)
 
(38,242
)
Net income attributable to Non-Controlling Interests in the Apollo Operating Group
(155,100
)
 
(485,246
)
Net Income attributable to Non-Controlling Interests
$
(387,475
)
 
$
(551,087
)
Net income attributable to Appropriated Partners’ Capital (4)
24,823

 
38,242

Comprehensive Income Attributable to Non-Controlling Interests
$
(362,652
)
 
$
(512,845
)
 
(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 97.5% and 97.3% as of March 31, 2014 and 2013, respectively. As of March 31, 2014 and 2013 , Apollo owned approximately 2.5% and 2.7% of AAA, respectively.
(2)
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our credit funds.
(3)
Reflects net income of the consolidated CLOs classified as VIEs.
(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 condensed consolidated statements of comprehensive income.



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Table of Contents

Net income attributable to Non-Controlling Interests in the Apollo Operating Group consisted of the following:
 
Three Months Ended 
 March 31,
 
2014
 
2013
 
(in thousands)
Net income
$
459,644

 
$
800,065

Net income attributable to Non-Controlling Interests in consolidated entities
(232,375
)
 
(65,841
)
Net income after Non-Controlling Interests in consolidated entities
227,269

 
734,224

Adjustments:
 
 
 
Income tax provision (1)
32,549

 
18,579

NYC UBT and foreign tax provision (2)
(2,742
)
 
(716
)
 Net (income) loss in non-Apollo Operating Group entities
(1,891
)
 
332

Total adjustments
27,916

 
18,195

Net income after adjustments
255,185

 
752,419

Approximate ownership percentage of Apollo Operating Group
60.6
%
 
64.5
%
Net income attributable to Non-Controlling Interests in Apollo Operating Group (3)
$
155,100

 
$
485,246

 
(1)
Reflects all taxes recorded in our condensed 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 of the Apollo Operating Group before calculating Non-Controlling Interests as the income 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 attributable to the Apollo Operating Group.
(3)
This amount is calculated by applying the weighted average ownership percentage range of approximately 60.8% and 64.5% during the three months ended March 31, 2014 and 2013 , 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.

Segment Analysis
Discussed below are our results of operations for each of our reportable segments. They represent the segment information available and utilized by our executive management, which consists of our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. Management divides its operations into three reportable segments: private equity, credit and real estate. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made, the frequency of trading, and the level of control over the investment. Segment results do not consider consolidation of funds, equity-based compensation expense comprised of AOG Units, income taxes, amortization of intangibles associated with the 2007 Reorganization and acquisitions and Non-Controlling Interests with the exception of allocations of income to certain individuals.
In addition to providing the financial results of our three reportable business segments, we further evaluate our individual reportable segments based on what we refer to as our management and incentive businesses. Our management business is generally characterized by the predictability of its financial metrics, including revenues and expenses. The management business includes management fee revenues, advisory and transaction fee revenues, carried interest income from one of our opportunistic credit funds and expenses, each of which we believe are more stable in nature. The financial performance of our incentive business is partially dependent upon quarterly mark-to-market unrealized valuations in accordance with U.S. GAAP guidance applicable to fair value measurements. The incentive business includes carried interest income, income from equity method investments and profit sharing expense that are associated with our general partner interests in the Apollo funds, which are generally less predictable and more volatile in nature.
Our financial results vary, since carried interest, which generally constitutes a large portion of the income from the funds that we manage, as well as the transaction and advisory fees that we receive, can vary significantly from quarter to quarter and year to year. As a result, we emphasize long-term financial growth and profitability to manage our business.

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Private Equity
The following tables set forth our segment statement of operations information and our supplemental performance measure, ENI, for our private equity segment for the three months ended March 31, 2014 and 2013 , respectively. ENI represents segment income, excluding the impact of non-cash charges related to RSUs granted in connection with the 2007 private placement, equity-based compensation expense comprising of amortization of AOG Units, income taxes, amortization of intangibles associated with the 2007 Reorganization and acquisitions and Non-Controlling Interests with the exception of allocations of income to certain individuals. In addition, segment data excludes the assets, liabilities and operating results of the Apollo funds and consolidated VIEs that are included in the condensed consolidated financial statements. ENI is not a U.S. GAAP measure.
 
For the Three Months Ended March 31, 2014
 
For the Three Months Ended March 31, 2013
 
Management
 
Incentive
 
Total
 
Management
 
Incentive
 
Total
 
(in thousands)
Private Equity (1) :
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
37,636

 
$

 
$
37,636

 
$
24,617

 
$

 
$
24,617

Management fees from affiliates
79,421

 

 
79,421

 
66,272

 

 
66,272

Carried interest income from affiliates:
 
 
 
 
 
 
 
 
 
 
 
Unrealized (losses) gains

 
(293,589
)
 
(293,589
)
 

 
697,614

 
697,614

Realized gains

 
396,840

 
396,840

 

 
293,379

 
293,379

Total Revenues
117,057

 
103,251

 
220,308

 
90,889

 
990,993

 
1,081,882

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Compensation and Benefits:
 
 
 
 
 
 
 
 
 
 
 
Equity-based compensation
24,449

 

 
24,449

 
8,373

 

 
8,373

Salary, bonus and benefits
22,269

 

 
22,269

 
27,374

 

 
27,374

Profit sharing expense

 
66,095

 
66,095

 

 
387,821

 
387,821

Total compensation and benefits
46,718

 
66,095

 
112,813

 
35,747

 
387,821

 
423,568

Other expenses
18,671

 

 
18,671

 
21,967

 

 
21,967

Total Expenses
65,389

 
66,095

 
131,484

 
57,714

 
387,821

 
445,535

Other Income:
 
 
 
 
 
 
 
 
 
 
 
Income from equity method investments

 
18,800

 
18,800

 

 
22,551

 
22,551

Other income, net
1,694

 
1,599

 
3,293

 
1,632

 

 
1,632

Total Other Income
1,694

 
20,399

 
22,093

 
1,632

 
22,551

 
24,183

Economic Net Income
$
53,362

 
$
57,555

 
$
110,917

 
$
34,807

 
$
625,723

 
$
660,530

 
(1)
Reclassified to conform to current presentation. See note 16 to our condensed consolidated financial statements for more detail on the reclassifications within our three segments.


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For the Three Months Ended 
 March 31,
 
2014
 
2013
 
Amount
Change
 
Percentage
Change
 
(dollars in thousands)
 
 
Private Equity (1) :
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
37,636

 
$
24,617

 
$
13,019

 
52.9
 %
Management fees from affiliates
79,421

 
66,272

 
13,149

 
19.8

Carried interest income from affiliates:
 
 
 
 
 
 
 
Unrealized (losses) gains
(293,589
)
 
697,614

 
(991,203
)
 
NM

Realized gains
396,840

 
293,379

 
103,461

 
35.3

Total carried interest income from affiliates
103,251

 
990,993

 
(887,742
)
 
(89.6
)
Total Revenues
220,308

 
1,081,882

 
(861,574
)
 
(79.6
)
Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Equity-based compensation
24,449

 
8,373

 
16,076

 
192.0

Salary, bonus and benefits
22,269

 
27,374

 
(5,105
)
 
(18.6
)
Profit sharing expense
66,095

 
387,821

 
(321,726
)
 
(83.0
)
Total compensation and benefits expense
112,813

 
423,568

 
(310,755
)
 
(73.4
)
Other expenses
18,671

 
21,967

 
(3,296
)
 
(15.0
)
Total Expenses
131,484

 
445,535

 
(314,051
)
 
(70.5
)
Other Income:
 
 
 
 
 
 
 
Income from equity method investments
18,800

 
22,551

 
(3,751
)
 
(16.6
)
Other income, net
3,293

 
1,632

 
1,661

 
101.8

Total Other Income
22,093

 
24,183

 
(2,090
)
 
(8.6
)
Economic Net Income
$
110,917

 
$
660,530

 
$
(549,613
)
 
(83.2
)%

(1)
Reclassified to conform to current presentation. See note 16 to our condensed consolidated financial statements for more detail on the reclassifications within our three segments.
Revenues    
Advisory and transaction fees from affiliates, net, increased by $13.0 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to an increase of $15.2 million in net transaction fees driven by the portfolio company investments of Fund VII and ANRP . The net transaction and termination fees related to Fund VII and ANRP increased by $14.2 million and $2.3 million , respectively, primarily due to termination fees earned in 2014 from EP Energy LLC and Brit Insurance , which together generated $30.0 million, compared to approximately $14.5 million of net transaction fees earned during the three months ended March 31, 2013, attributable to five portfolio companies, McGraw-Hill Global Education Holdings, LLC, Talos Energy LLC, Jewel UK Bidco Limited, Momentive Performance Materials Holdings LLC, and Berry Plastics Corporation. Net advisory fees decreased by $2.1 million mainly due to decreased monitoring fees earned from portfolio company investments of Fund VI , including LeverageSource, Claire's Stores, Inc., and Oceania Cruises Inc.
Management fees from affiliates increased by $13.1 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This increase was primarily attributable to Fund VIII , which generated $48.2 million in management fees during the three months ended March 31, 2014 . This increase was partially offset by decreased management fees earned from Fund VII of $33.5 million as a result of a change in the management fee rate and basis upon which management fees are earned from capital commitments to invested capital due to the fund coming to the end of the fund's investment period. Management fees earned from Fund VI also decreased by $2.6 million due to lower invested capital during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 .
Carried interest income from affiliates decreased $887.7 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to decreases in carried interest income

- 104 -


earned from Fund VI , Fund VII , and AAA Investments (Co-Invest VI) L.P. (" AAA Co-Invest VI ")of $708.5 million , of $171.2 million and of $27.1 million , respectively, partially offset by increases of $18.3 million and $6.6 million from AAA and Fund V , respectively. Realized carried interest income increased $103.5 million, mainly driven by increased dispositions of underlying portfolio investments held during the period by Fund VI, Fund VII, and AAA Co-Invest VI of $42.5 million, $34.8 million, and $15.1 million, respectively. The increase in realized carried interest income was offset by a decrease of $991.2 million in net unrealized carried interest income. The decrease in net unrealized carried interest income was mainly driven by Fund VI and Fund VII of $751.0 million and $206.0 million, respectively, resulting from the realization of underlying portfolio investments and the absence of "catch-up" unrealized carried interest income from Fund VI in the first quarter of 2014 that was earned in the first quarter of 2013 as the fund crossed its preferred return hurdle.
Expenses    
Compensation and benefits expense decreased by $310.8 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily a result of a decrease of $321.7 million in profit sharing expense driven by a decrease in carried interest income earned by certain of our private equity funds during the three months ended March 31, 2014. Additionally, salary, bonus, and benefits decreased by $5.1 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 primarily due to lower accrued employee bonuses. This decrease was partially offset by increased equity-based compensation of $16.1 million , driven by non-cash expense of $17.9 million related to equity-based compensation in connection with the departure of an executive officer during the three months ended March 31, 2014 . Included in profit sharing expense is $11.0 million and $8.7 million related to the Incentive Pool for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 , respectively.
Other expenses decreased by $3.3 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to decreased general and administrative expenses as a result of lower organization costs, lower interest expense due to a lower margin rate incurred from the 2013 AMH Credit Facilities as compared to the 2007 AMH Credit Agreement (see note 10 to our condensed consolidated financial statements) and a reduction in professional fees attributable to lower external accounting, tax, and legal fees.
Other Income    
Income from equity method investments decreased by $3.8 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was driven by decreases in the fair values of our private equity investments held, primarily from Apollo's ownership interest in Fund VII which decreased $11.1 million during the three months ended March 31, 2014 . The decrease in income from equity method investments was partially offset by an increase of $6.9 million from the equity investments held in AAA and AION for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 .
Other income, net increased by $1.7 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to gains resulting from fluctuations in exchange rates of foreign denominated assets and liabilities of subsidiaries and a reduction of the tax receivable agreement liability due to a change in estimated tax rates. See note 13 to our condensed consolidated financial statements for more information on the tax receivable agreement.

- 105 -



Credit
The following tables set forth segment statement of operations information and ENI for our credit segment for the three months ended March 31, 2014 and 2013 , respectively. ENI represents segment income (loss), excluding the impact of non-cash charges related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units, income taxes, amortization of intangibles associated with the 2007 Reorganization and acquisitions and Non-Controlling Interests with the exception of allocations of income to certain individuals. In addition, segment data excludes the assets, liabilities and operating results of the Apollo funds and consolidated VIEs that are included in the condensed consolidated financial statements. ENI is not a U.S. GAAP measure.
 
 
For the Three Months Ended March 31, 2014
 
For the Three Months Ended March 31, 2013
 
Management
 
Incentive
 
Total
 
Management
 
Incentive
 
Total
 
(in thousands)
Credit: (1)
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
77,480

 
$

 
$
77,480

 
$
21,677

 
$

 
$
21,677

Management fees from affiliates
131,629

 

 
131,629

 
84,364

 

 
84,364

Carried interest income from affiliates:
 
 
 
 
 
 
 
 
 
 
 
Unrealized (losses) gains (2)

 
(7,898
)
 
(7,898
)
 

 
73,247

 
73,247

Realized gains
8,464

 
65,786

 
74,250

 
9,051

 
51,477

 
60,528

Total Revenues
217,573

 
57,888

 
275,461

 
115,092

 
124,724

 
239,816

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Compensation and Benefits:
 
 
 
 
 
 
 
 
 
 
 
Equity-based compensation
28,251

 

 
28,251

 
6,526

 

 
6,526

Salary, bonus and benefits
50,744

 

 
50,744

 
38,830

 

 
38,830

Profit sharing expense

 
38,466

 
38,466

 

 
35,343

 
35,343

Total compensation and benefits
78,995

 
38,466

 
117,461

 
45,356

 
35,343

 
80,699

Other expenses
36,415

 

 
36,415

 
38,323

 

 
38,323

Total Expenses
115,410

 
38,466

 
153,876

 
83,679

 
35,343

 
119,022

Other Income:
 
 
 
 
 
 
 
 
 
 
 
Net gains from investment activities

 
18,013

 
18,013

 

 
4,030

 
4,030

Income from equity method investments

 
8,748

 
8,748

 

 
6,932

 
6,932

Other income, net
4,335

 
12,441

 
16,776

 
4,455

 

 
4,455

Total Other Income
4,335

 
39,202

 
43,537

 
4,455

 
10,962

 
15,417

Non-Controlling Interests
(3,256
)
 

 
(3,256
)
 
(3,464
)
 

 
(3,464
)
Economic Net Income
$
103,242

 
$
58,624

 
$
161,866

 
$
32,404

 
$
100,343

 
$
132,747

 
(1)
Reclassified to conform to current presentation. See note 16 to our condensed consolidated financial statements for more detail on the reclassifications within our three segments.
(2)
Included in unrealized carried interest income from affiliates for the three months ended March 31, 2013 was a reversal of $19.3 million of the entire general partner obligation to return previously distributed carried interest income to SOMA. 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.




- 106 -


 
For the Three Months Ended March 31,
 
2014
 
2013
 
Amount 
Change
 
Percentage
Change
 
(dollars in thousands)
 
 
Credit (1) :
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
77,480

 
$
21,677

 
$
55,803

 
257.4
 %
Management fees from affiliates
131,629

 
84,364

 
47,265

 
56.0

Carried interest income from affiliates:
 
 
 
 
 
 
 
Unrealized (losses) gain (2)
(7,898
)
 
73,247

 
(81,145
)
 
NM

Realized gains
74,250

 
60,528

 
13,722

 
22.7

Total carried interest income from affiliates
66,352

 
133,775

 
(67,423
)
 
(50.4
)
Total Revenues
275,461

 
239,816

 
35,645

 
14.9

Expenses:
 
 
 
 
 
 
 
Compensation and benefits
 
 
 
 
 
 
 
Equity-based compensation
28,251

 
6,526

 
21,725

 
332.9

Salary, bonus and benefits
50,744

 
38,830

 
11,914

 
30.7

Profit sharing expense
38,466

 
35,343

 
3,123

 
8.8

Total compensation and benefits
117,461

 
80,699

 
36,762

 
45.6

Other expenses
36,415

 
38,323

 
(1,908
)
 
(5.0
)
Total Expenses
153,876

 
119,022

 
34,854

 
29.3

Other Income:
 
 
 
 
 
 
 
Net gains from investment activities
18,013

 
4,030

 
13,983

 
347.0

Income from equity method investments
8,748

 
6,932

 
1,816

 
26.2

Other income, net
16,776

 
4,455

 
12,321

 
276.6

Total Other Income
43,537

 
15,417

 
28,120

 
182.4

Non-Controlling Interests
(3,256
)
 
(3,464
)
 
208

 
(6.0
)
Economic Net Income
$
161,866

 
$
132,747

 
$
29,119

 
21.9
 %

(1)
Reclassified to conform to current presentation. See note 16 to our condensed consolidated financial statements for more detail on the reclassifications within our three segments.
(2)
Included in unrealized carried interest income from affiliates for the three months ended March 31, 2013 was a reversal of $19.3 million of the entire general partner obligation to return previously distributed carried interest income to SOMA. 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.
Revenues    
Advisory and transaction fees from affiliates, net, increased by $55.8 million during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . The increase was primarily driven by an increase in monitoring fees based on Athene's capital and surplus of $39.2 million and net advisory and transaction fees earned from EPF II and FCI II of $13.8 million and $6.1 million, respectively, during the three months ended March 31, 2014 .
Management fees from affiliates increased by $47.3 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to increases in management fees earned from Athene , FCI II , AINV and ACF of $43.2 million, $3.1 million, $1.2 million and 1.0 million, respectively, during the three months ended March 31, 2014 compared to the same period in 2013 . The increase in management fees was partially offset by a $2.6 million decrease in management fees generated from COF II and a $1.3 million decrease in fees generated from EPF I , compared to the same period in 2013 .
Carried interest income from affiliates decreased by $67.4 million during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to lower carried interest income related to SOMA of $25.5 million, COF I of $25.5 million, CLOs of $10.6 million, COF II of $8.6 million and Apollo Credit Liquidity Fund , L.P. ("CLF") of $6.0 million offset by higher carried interest income related to EPF I of $10.0 million and COF

- 107 -


III of $4.6 million for the three months ended March 31, 2014 compared to three months ended March 31, 2013 . Included in carried interest income from affiliates was unrealized carried interest income which decreased by $81.1 million primarily resulting from reversals of unrealized carried interest income to realized carried interest income due to the realization of underlying portfolio investments held during the period by EPF I , CLOs , COF II, and AESI. The decrease in unrealized carried interest income was offset by increases in realized carried interest income of $13.7 million , primarily resulting from increased dividends, interest income, and dispositions of portfolio investments held by EPF I of $44.0 million, CLOs of $10.5 million, AESI of $1.4 million, offset by decreases in COF I of $33.9 million and COF II of $7.0 million as compared to three months ended March 31, 2013 .
Expenses    
Compensation and benefits expense increased by $36.8 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . The change was primarily due to an increase in equity-based compensation of $21.7 million , driven by non-cash expense of $23.2 million related to equity-based compensation in connection with the departure of an executive officer during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . There also was an increase in salary, bonus, and benefits of $11.9 million during the period, due to increased headcount, and an increase in profit-sharing expense of $3.1 million during the three months ended March 31, 2014 as compared to the same period in 2013 . Included in the profit sharing expense is the Incentive Pool, which resulted in additional profit sharing expense of $0.7 million and $3.1 million for the three months ended March 31, 2014 and 2013 , respectively. Within our credit segment, the Company is aligning total compensation for investment professionals with the profitability of the credit business as a whole rather than on a fund-by-fund basis.  As a result the Company incurred approximately $16 million of additional profit sharing expense which was recorded for the three months ended March 31, 2014. This was offset by lower profit sharing expense of approximately $13 million driven by a decrease in carried interest income earned by certain of our credit funds from the comparable period in 2013.
Other expenses decreased by $1.9 million during the three months ended March 31, 2014 , as compared to the three months ended March 31, 2014 . The change was primarily driven by a $7.5 million decrease in placement fees mainly due to the closing of AIF's investment period during the three months ended March 31, 2013 and a $2.1 million decrease in interest expense due to a lower margin rate incurred from the 2013 AMH Credit Facilities as compared to the 2007 AMH Credit Agreement (see note 10 to our condensed consolidated financial statements). These decreases were offset by a $4.4 million increase in general and administrative expenses primarily attributable to higher technology expenses and a $3.3 million increase in professional fees primarily attributable to higher consulting fees during the three months ended March 31, 2014 as compared to the same period in 2013 .     
Other Income    
Net gains from investment activities increased by $14.0 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was related to an increase in unrealized gains resulting from the change in the fair value of the investment in HFA as of March 31, 2014 as compared to the same period in 2013 .
Income from equity method investments increased by $1.8 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was driven by increases in the fair values of investments held by certain of our credit funds, primarily AINV and EPF I, which resulted in increases in income from equity method investments of $3.8 million , and $1.6 million , respectively. These increases were offset by decreases in income from equity method investments in certain of our credit funds, primarily COF I of $3.4 million , during the three months ended March 31, 2014 as compared to the same period in 2013 .
Other income increased by $12.3 million during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 , primarily due to a $12.4 million unrealized gain on Athene-related derivative contracts (see note 13 to our condensed consolidated financial statements).     

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Real Estate
The following tables set forth our segment statement of operations information and our supplemental performance measure, ENI, for our real estate segment for the three months ended March 31, 2014 and 2013 , respectively. ENI represents segment income (loss), excluding the impact of non-cash charges related to RSUs granted in connection with the 2007 private placement, equity-based compensation expense comprising amortization of AOG Units, income taxes and Non-Controlling Interests. In addition, segment data excludes the assets, liabilities and operating results of the Apollo funds and consolidated VIEs that are included in the condensed consolidated financial statements. ENI is not a U.S. GAAP measure.
 
 
For the Three Months Ended March 31, 2014
 
For the Three Months Ended March 31, 2013
 
Management
 
Incentive
 
Total
 
Management
 
Incentive
 
Total
 
(in thousands)
Real Estate: (1)
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
949

 
$

 
$
949

 
$
1,125

 
$

 
$
1,125

Management fees from affiliates
12,780

 

 
12,780

 
13,591

 

 
13,591

Carried interest income (loss) from affiliates:
 
 
 
 
 
 
 
 
 
 
 
Unrealized (losses) gains

 
(344
)
 
(344
)
 

 
598

 
598

Realized gains

 

 

 

 
354

 
354

Total Revenues
13,729

 
(344
)
 
13,385

 
14,716

 
952

 
15,668

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Compensation and Benefits:
 
 
 
 
 
 
 
 
 
 
 
Equity-based compensation
5,437

 

 
5,437

 
2,457

 

 
2,457

Salary, bonus and benefits
7,518

 

 
7,518

 
7,192

 

 
7,192

Profit sharing expense

 
(602
)
 
(602
)
 

 
456

 
456

Total compensation and benefits
12,955

 
(602
)
 
12,353

 
9,649

 
456

 
10,105

Other expenses
5,728

 

 
5,728

 
7,376

 

 
7,376

Total Expenses
18,683

 
(602
)
 
18,081

 
17,025

 
456

 
17,481

Other Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from equity method investments

 
747

 
747

 

 
(124
)
 
(124
)
Other income, net
417

 

 
417

 
1,138

 

 
1,138

Total Other Income (Loss)
417

 
747

 
1,164

 
1,138

 
(124
)
 
1,014

Economic Net (Loss) Income
$
(4,537
)
 
$
1,005

 
$
(3,532
)
 
$
(1,171
)
 
$
372

 
$
(799
)
(1)
Reclassified to conform to current presentation. See note 16 to our condensed consolidated financial statements for more detail on the reclassifications within our three segments.

 


- 109 -


 
For the Three Months Ended March 31,
 
2014
 
2013
 
Amount
Change
 
Percentage
Change
 
(dollars in thousands)
 
 
Real Estate: (1)
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
949

 
$
1,125

 
$
(176
)
 
(15.6
)%
Management fees from affiliates
12,780

 
13,591

 
(811
)
 
(6.0
)
Carried interest (loss) income from affiliates:


 
 
 


 


Unrealized (losses) gains
(344
)
 
598

 
(942
)
 
NM

Realized gains

 
354

 
(354
)
 
NM

Total carried interest (loss) income from affiliates
(344
)
 
952

 
(1,296
)
 
NM

Total Revenues
13,385

 
15,668

 
(2,283
)
 
(14.6
)
Expenses:
 
 
 
 
 
 
 
Compensation and Benefits:
 
 
 
 
 
 
 
Equity-based compensation
5,437

 
2,457

 
2,980

 
121.3

Salary, bonus and benefits
7,518

 
7,192

 
326

 
4.5

Profit sharing expense
(602
)
 
456

 
(1,058
)
 
NM

Total compensation and benefits
12,353

 
10,105

 
2,248

 
22.2

Other expenses
5,728

 
7,376

 
(1,648
)
 
(22.3
)
Total Expenses
18,081

 
17,481

 
600

 
3.4

Other Income (Loss):
 
 
 
 
 
 
 
Income from equity method investments
747

 
(124
)
 
871

 
NM

Other income, net
417

 
1,138

 
(721
)
 
(63.4
)
Total Other Income
1,164

 
1,014

 
150

 
14.8

Economic Net Loss
$
(3,532
)
 
$
(799
)
 
$
(2,733
)
 
342.1
 %
(1)
Reclassified to conform to current presentation. See note 16 to our condensed consolidated financial statements for more detail on the reclassifications within our three segments.

Revenues    
Advisory and transaction fees from affiliates, net, decreased by $0.2 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was attributable to reduced activity from capital raised and invested and the realization of underlying investments for which transaction fees and termination fees, respectively, were earned during the year.
Management fees decreased by $0.8 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . Of this decrease , $0.9 million related to lower invested capital in ARI and $1.3 million due to realizations of underlying investments within the CPI Funds. The decrease in management fees was partially offset by an increase in management fees earned from AGRE Debt Fund I, L.P. of $0.6 million as a result of additional fee-generating capital, as well as increased management fees of $0.4 million earned from certain sub-advisory agreements for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013.

Carried interest income from affiliates decreased by $1.3 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to a $0.9 million decrease in net unrealized carried interest income driven by a decrease in the fair values of the underlying portfolio investments for certain of the CPI Funds, partially offset by increases in the fair values of the underlying investments of AGRE U.S. Real Estate Fund, L.P. Also driving the change was a decrease in realized carried interest of $0.4 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 .     

- 110 -


Expenses
Compensation and benefits increased by $2.2 million during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to an increase of $3.0 million and $0.3 million in equity-based compensation and salary, bonus and benefits, respectively, mainly driven by an increase in headcount during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . The increase was further driven by non-cash expense of $4.5 million related to equity-based compensation in connection with the departure of an executive officer during the three months ended March 31, 2014 . This increase was partially offset by a decrease in profit sharing expense of $1.1 million driven by the decreased carried interest income earned from our real estate funds during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 .

Other expenses decreased by $1.6 million during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily attributable to decreased general and administrative expenses of $1.9 million as a result of lower organization costs for three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was also a result of decreased interest expense of $0.5 million related to expiring interest rate swaps and a lower margin rate incurred from the 2013 AMH Credit Facilities as compared to the 2007 AMH Credit Agreement during the three months ended March 31, 2014 as compared to the same period in 2013 (see note 10 to our condensed consolidated financial statements). This decrease was partially offset by an increase in professional fees of $0.8 million attributable to higher external accounting, audit, and consulting fees for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 .
Other Income
Income from equity method investments increased by $0.9 million during the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 . This change was primarily driven by increases of $0.7 million and $0.1 million in income from equity method investments in AGRE U.S. Real Estate Fund, L.P. and ARI , respectively.
    

Summary Combined Segment Results for Management Business and Incentive Business
The following tables combine our reportable segments’ statements of operations information and supplemental performance measure, ENI, for our management and incentive businesses for the three months ended March 31, 2014 and 2013 , respectively. ENI represents segment income (loss), excluding the impact of non-cash charges related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units, income taxes, amortization of intangibles associated with the 2007 Reorganization and acquisitions and Non-Controlling Interests with the exception of allocations of income to certain individuals. In addition, segment data excludes the assets, liabilities and operating results of the Apollo funds and consolidated VIEs that are included in the condensed consolidated financial statements. ENI is not a U.S. GAAP measure.

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Table of Contents

In addition to providing the financial results of our three reportable business segments, we evaluate our reportable segments based on what we refer to as our management and incentive businesses. Our management business is generally characterized by the predictability of its financial metrics, including revenues and expenses. This business includes management fee revenues, advisory and transaction fee revenues, carried interest income from one of our opportunistic credit funds and expenses, each of which we believe are more stable in nature.
 
 
Three Months Ended 
 March 31,
 
2014
 
2013
 
(in thousands)
Management Business
 
 
 
Revenues:
 
 
 
Advisory and transaction fees from affiliates, net
$
116,065

 
$
47,419

Management fees from affiliates
223,830

 
164,227

Carried interest income from affiliates
8,464

 
9,051

Total Revenues
348,359

 
220,697

Expenses:
 
 
 
Equity-based compensation
58,137

 
17,356

Salary, bonus and benefits
80,531

 
73,396

Interest expense
3,114

 
7,518

Professional fees (1)
19,042

 
15,467

General, administrative and other (2)
24,361

 
22,644

Placement fees
1,786

 
9,358

Occupancy
9,902

 
9,805

Depreciation and amortization
2,609

 
2,874

Total Expenses
199,482

 
158,418

Other Income:
 
 
 
Interest income
2,954

 
2,654

Other income, net
3,492

 
4,571

Total Other Income
6,446

 
7,225

Non-Controlling Interests
(3,256
)
 
(3,464
)
Economic Net Income
$
152,067

 
$
66,040

 

(1)
Excludes professional fees related to the consolidated funds.
(2)
Excludes general and administrative expenses and interest income related to the consolidated funds.

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Table of Contents

The financial performance of our incentive business, which is dependent upon quarterly mark-to-market unrealized valuations in accordance with U.S. GAAP guidance applicable to fair value measurements, includes carried interest income, income from equity method investments, other income, net and profit sharing expenses that are associated with our general partner interests in the Apollo funds, which are generally less predictable and more volatile in nature.
 
Three Months Ended March 31,
 
2014
 
2013
 
(in thousands)
Incentive Business
 
 
 
Revenues:
 
 
 
Carried interest income from affiliates:
 
 
 
Unrealized (losses) gains (1)
$
(301,831
)
 
$
771,459

  Realized gains
462,626

 
345,210

Total Revenues
160,795

 
1,116,669

Expenses:
 
 
 
Profit sharing expense:
 
 
 
Unrealized profit sharing expense
(99,129
)
 
272,775

Realized profit sharing expense
203,088

 
150,845

Total Profit Sharing Expense
103,959

 
423,620

Other Income:
 
 
 
Other income, net
14,040

 

Net gains from investment activities (2)
18,013

 
4,030

  Income from equity method investments
28,295

 
29,359

Total Other Income
60,348

 
33,389

Economic Net Income
$
117,184

 
$
726,438

 
(1)
Included in unrealized carried interest income from affiliates for the three months ended March 31, 2013 was a reversal of $19.3 million of the entire general partner obligation to return previously distributed carried interest income with respect to SOMA. 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)
Excludes investment income and net gains from investment activities related to consolidated funds and the consolidated VIEs.


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Table of Contents

Summary
Below is the summary of our total reportable segments, including management and incentive businesses, and a reconciliation of ENI to Net Income Attributable to Apollo Global Management, LLC reported in our condensed consolidated statements of operations:
 
 
Three Months Ended March 31,
 
2014
 
2013
 
(in thousands)
Revenues
$
509,154

 
$
1,337,366

Expenses
303,441

 
582,038

Other income
66,794

 
40,614

Non-Controlling Interests
(3,256
)
 
(3,464
)
Economic Net Income
269,251

 
792,478

Non-cash charges related to equity-based compensation
(323
)
 
(27,930
)
Income tax provision
(32,549
)
 
(18,579
)
Net income attributable to Non-Controlling Interests in Apollo Operating Group
(155,100
)
 
(485,246
)
Amortization of intangible assets
(9,110
)
 
(11,745
)
Net Income Attributable to Apollo Global Management, LLC
$
72,169

 
$
248,978


Liquidity and Capital Resources
Historical
Although we have managed our historical liquidity needs by looking at deconsolidated cash flows, our historical condensed consolidated statements of cash flows reflects the cash flows of Apollo, as well as those of the consolidated Apollo funds.
The primary cash flow activities of Apollo are:
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.
Primary cash flow activities of the consolidated Apollo funds are:
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.

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Table of Contents

While primarily met by cash flows generated through fee income and carried interest income received, working capital needs have also been met (to a limited extent) through borrowings as follows:
 
 
As of March 31, 2014
 
As of December 31, 2013
 
 
Outstanding
Balance
 
Annualized
Weighted
Average
Interest Rate
 
Outstanding
Balance
 
Annualized
Weighted
Average
Interest Rate
 
 
(dollars in thousands)
 
2013 AMH Credit Facilities - Term Facility
$
750,000

 
1.36
%
 
$
750,000

 
1.37
%
 

Additionally the 2013 AMH Credit Facilities provide for a $500 million revolving credit facility, which was undrawn as of March 31, 2014 . See note 14 of our condensed consolidated financial statements for information regarding the Company's debt arrangements.
We determine whether to make capital commitments to our funds in excess of our minimum required amounts based on a variety of factors, including estimates regarding our liquidity resources over the estimated time period during which commitments will have to be funded, estimates regarding the amounts of capital that may be appropriate for other funds that we are in the process of raising or are considering raising, and our general working capital requirements.
Cash Flows
Significant amounts from our condensed consolidated statements of cash flows for the three months ended March 31, 2014 and 2013 are summarized and discussed within the table and corresponding commentary below:
 
 
Three Months Ended 
 March 31,
 
2014
 
2013
 
(in thousands)
Operating Activities
$
389,178

 
$
885,125

Investing Activities
(1,520
)
 
462

Financing Activities
(337,054
)
 
(933,766
)
Net Increase in Cash and Cash Equivalents
$
50,604

 
$
(48,179
)
Operating Activities
Net cash provided by operating activities was $389.2 million during the three months ended March 31, 2014. During this period, there was $459.6 million in net income, to which $59.0 million of equity-based compensation and a $5.5 million change in fair value of contingent obligations were added to reconcile net income to net cash provided by operating activities. Additional adjustments to reconcile cash provided by operating activities during the three months ended March 31, 2014 included $2,580.3 million in proceeds from sales of investments held by the consolidated VIEs, a $363.4 million decrease in carried interest receivable, a $344.4 million increase in other liabilities of Apollo funds, a $57.6 million increase in deferred revenue, a $41.2 million decrease in cash held at consolidated VIEs, and a $34.3 million increase in accounts payable and accrued expenses. These favorable cash adjustments were offset by $2,717.3 million of purchases of investments held by the consolidated VIEs, a $370.8 million increase in other assets of Apollo funds, $204.4 million in net unrealized gains from investments held by the consolidated funds and VIEs, a $89.1 million decrease in profit sharing payable, a $55.7 million increase in due from affiliates, and $22.9 million of income from equity method investments.
Net cash provided by operating activities was $885.1 million during the three months ended March 31, 2013 . During this period, there was $800.1 million in net income. Additional adjustments to reconcile cash provided by operating activities during the three months ended March 31, 2013 included $2,542.0 million in proceeds from sales of investments primarily held by the consolidated VIEs and a $245.7 million increase in profit sharing payable. These favorable cash adjustments were offset by $2,465.0 million of net purchases of investments held by consolidated VIEs and a $672.9 million increase in carried interest receivable. The increase in our carried interest receivable balance during the three months ended March 31, 2013 was driven primarily by a $1,091.9 million increase of carried interest income from the change in fair value of funds for which we act as general partner, offset by fund cash distributions of $419.0 million.

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Table of Contents

The operating cash flow amounts from the Apollo funds and consolidated VIEs represent the significant variances between net income (loss) and cash flow from operations and were classified as operating activities pursuant to the American Institute of Certified Public Accountants, or “AICPA,” Audit and Accounting Guide, Investment Companies. The increasing capital needs reflect the growth of our business while the fund-related requirements vary based upon the specific investment activities being conducted at a point in time. These movements do not adversely affect our liquidity or earnings trends because we currently have sufficient cash reserves compared to planned expenditures.
Investing Activities
Net cash used in investing activities was $1.5 million for the three months ended March 31, 2014, which was primarily comprised of $35.0 million of cash distributions received from equity method investments primarily offset by $34.9 million of cash contributions to equity method investments. Additional adjustments to reconcile cash provided by investing activities were $1.5 million of purchases of fixed assets. Cash contributions to equity method investments were primarily related to Fund VII, Fund VIII, COF III, EPF II, AESI and AION. Cash distributions from equity method investments were primarily related to Fund VII, Fund VIII, AESI, COF II, COF III, Vantium C, EPF I and EPF II.
Net cash provided by investing activities was $0.5 million for the three months ended March 31, 2013 , which was primarily comprised of $41.2 million of cash distributions received from equity method investments primarily offset by $39.3 million of cash contributions to equity method investments. Additional adjustments to reconcile cash provided by investing activities were $1.4 million of purchases of fixed assets. Cash contributions to equity method investments were primarily related to AGRE U.S. Real Estate Fund, L.P., Fund VII, EPF I and EPF II. Cash distributions from equity method investments were primarily related to Fund VII, COF I, COF II and EPF I.
Financing Activities
Net cash used in financing activities was $337.1 million for the three months ended March 31, 2014, which was primarily comprised of $1,024.0 million related to issuance of debt by consolidated VIEs and $96.2 million in contributions from Non-Controlling Interests in consolidated variable interest entities. This amount was offset by $918.7 million in repayment of debt held by consolidated VIEs, $247.3 million of distributions paid to Non-Controlling Interests in the Apollo Operating Group, $167.2 million in distributions, $14.6 million in satisfaction of contingent obligations, $90.8 million in distributions paid to consolidated VIEs and $12.5 million of distributions paid to Non-Controlling Interests in consolidated VIEs.
Net cash used in financing activities was $933.8 million for the three months ended March 31, 2013 , which was primarily comprised of $190.8 million of contributions from Non-Controlling Interests in consolidated VIEs offset by $579.5 million in repayment of debt held by consolidated VIEs, $252.0 million of distributions paid to Non-Controlling Interests in the Apollo Operating Group, $16.8 million of distributions paid to Non-Controlling Interests in consolidated VIEs, $144.3 million in distributions, $62.3 million related to the purchase of AAA units, $43.3 million in distributions paid to consolidated VIEs and $22.8 million related to employee tax withholding payments in connection with deliveries of Class A shares in settlement of RSUs.
Distributions
In addition to other distributions such as payments pursuant to the tax receivable agreement, the table below presents information regarding the quarterly distributions which were made at the sole discretion of the Company's manager during 2013 and 2014 (in millions, except per share amounts):

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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
 
 
(dollars in thousands, except per share data)
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

February 7, 2014
 
$
1.08

 
February 26, 2014
 
$
160.9

 
$
247.3

 
$
408.2

 
$
25.5

For the three months ended March 31, 2014
 
$
1.08

 
 
 
$
160.9

 
$
247.3

 
$
408.2

 
$
25.5

(1)
On April 12, 2013, the Company made a $0.23 distribution to the non-controlling interest holders in the Apollo Operating Group.
Future Cash Flows
Our ability to execute our business strategy, particularly our ability to increase our AUM, depends on our ability to establish new funds and to raise additional investor capital within such funds. Our liquidity will depend on a number of factors, such as our ability to project our financial performance, which is highly dependent on our funds and our ability to manage our projected costs, fund performance, having access to credit facilities, being in compliance with existing credit agreements, as well as industry and market trends. Also during economic downturns the funds we manage might experience cash flow issues or liquidate entirely. In these situations we might be asked to reduce or eliminate the management fee and incentive fees we charge, which could adversely impact our cash flow in the future.
For example, the investment performance of AIE I was adversely impacted due to market conditions in 2008 and early 2009, and on July 10, 2009, its shareholders subsequently approved a monetization plan. The primary objective of the monetization plan was to maximize shareholder recovery value by (i) opportunistically selling AIE I’s assets over a three-year period from July 2009 to July 2012 and (ii) reducing the overall costs of the fund. The Company waived management fees of $12.6 million for the year ended December 31, 2008 and an additional $2.0 million for the year ended December 31, 2009 to limit the adverse impact that deteriorating market conditions were having on AIE I’s performance. AIE I management fees were terminated on August 23, 2012 as the fund received a majority vote from shareholders to approve the wind down resolution to terminate the management agreement. AIE I was fully liquidated as of December 31, 2013.
An increase in the fair value of our funds’ investments, by contrast, could favorably impact our liquidity through higher management fees where the management fees are calculated based on the net asset value, gross assets and adjusted assets. Additionally, higher carried interest income not yet realized would generally result when investments appreciate over their cost basis which would not have an impact on the Company’s cash flow.
On April 20, 2010, the Company announced that it entered into a strategic relationship agreement with CalPERS. The strategic relationship agreement provides that Apollo will reduce fees charged to CalPERS on funds it manages, or in the future will manage, solely for CalPERS by $125 million over a five-year period or as close a period as required to provide CalPERS with that benefit. The agreement further provides that Apollo will not use a placement agent in connection with securing any future capital commitments from CalPERS. As of March 31, 2014 , the Company had reduced fees charged to CalPERS on the funds it manages by approximately $89.0 million.
The Company granted approximately 1.3 million RS Us during the three months ended March 31, 2014 . The average estimated fair value per share on the grant date was $26.34 , per RSU with a total fair value of the grants of $32.7 million at March 31, 2014 . This will impact the Company’s compensation expense as these grants are amortized over their vesting term of three to six years. The Company expects to incur annual compensation expenses on all grants, net of forfeitures, of approximately $40.6 million, $38.3 million, $26.2 million, $9.9 million, $8.1 million and $5.4 million during the years ended December 31, 2014, 2015, 2016, 2017, 2018, 2019 and thereafter, respectively.
Although we expect to pay distributions according to our distribution policy, we may not pay distributions according to our policy, or at all, if, among other things, we do not have the cash necessary to pay the intended distributions. To the extent we do not have cash on hand sufficient to pay distributions, we may have to borrow funds to pay distributions, or we may determine

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not to pay distributions. The declaration, payment and determination of the amount of our quarterly distributions are at the sole discretion of our manager.
Carried interest income from our funds can be distributed to us on a current basis, but is subject to repayment by the subsidiaries of the Apollo Operating Group that act as general partner of such funds in the event that certain specified return thresholds are not ultimately achieved. The Managing Partners, Contributing Partners and certain other investment professionals have personally guaranteed, to the extent of their ownership interest, subject to certain limitations, the obligations of these subsidiaries in respect of this general partner obligation. Such guarantees are several and not joint and are limited to a particular Managing Partner’s or Contributing Partner’s distributions. Pursuant to the Shareholders Agreement dated July 13, 2007 (the "Shareholders Agreement”), we agreed to indemnify each of our Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of Fund IV, Fund V and Fund VI (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that our Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group.
Accordingly, in the event that our Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation to return previously distributed carried interest income with respect to Fund IV, Fund V and Fund VI, we will be obligated to reimburse our Managing Partners and certain Contributing Partners for the indemnifiable percentage of amounts that they are required to pay even though we did not receive the distribution to which that general partner obligation related.
On April 8, 2014, the Company issued 150,000 Class A shares in settlement of vested RSUs. This issuance did not cause a material change to the Company's ownership interest in the Apollo Operating Group.

On May 8, 2014, the Company declared a cash distribution of $0.84 per Class A share, which will be paid on May 30, 2014 to holders of record on May 20, 2014.

Athene
Athene Holding is the ultimate parent of various insurance company operating subsidiaries. Through its subsidiaries, Athene Holding provides insurance products focused primarily on the retirement market and its business centers primarily on issuing or reinsuring fixed and equity-indexed annuities.
AAA Investments owned through its subsidiaries the majority of the economic equity of Athene Holding. See the discussion of the AAA Transaction in note 3 to our condensed consolidated financial statements.
Apollo, through its consolidated subsidiary, Athene Asset Management, provides asset management services to Athene, including asset allocation and portfolio management strategies, and receives fees from Athene for providing such services. As of March 31, 2014 , all of Athene’s assets were managed by Athene Asset Management. Athene Asset Management had $59.2 billion of total AUM as of March 31, 2014 in accounts owned by or related to Athene (the “Athene Accounts”), of which approximately $9.8 billion, or approximately 16.6%, was either sub-advised by Apollo or invested in Apollo funds and investment vehicles. The vast majority of such assets are in sub-advisory managed accounts that manage high grade credit asset classes, such as CLO debt, commercial mortgage backed securities and insurance-linked securities. We expect this percentage to increase over time provided that it continues to perform successfully in providing asset management services to Athene.
Athene Asset Management receives a gross management fee equal to 0.40% per annum on all assets under management in the Athene Accounts, with certain limited exceptions. In addition, the Company receives sub-advisory management fees and carried interest income with respect to a portion of the assets in the Athene Accounts. Athene Asset Management and other Apollo subsidiaries incur all expenses associated with their provision of services to Athene, including but not limited to, asset allocation services, direct asset management services, risk management, asset and liability matching management, mergers and acquisitions asset diligence, hedging and other services.
In connection with the AAA Transaction, a subsidiary of AAA Investments contributed three investment partnerships to Athene (the "Contributed Partnerships"). The Contributed Partnerships pay a quarterly management fee and carried interest to Apollo with respect to the assets contributed in the AAA Transaction. The quarterly management fee is calculated and paid by the Contributed Partnerships in arrears in an aggregate amount equal to one-fourth of (i) all Adjusted Assets up to and including $3 billion multiplied by 1.25% plus (ii) all Adjusted Assets in excess of $3 billion multiplied by 1.0%. “Adjusted Assets” means an amount equal to (i) the value of the gross assets of such Contributed Partnership minus (ii) the sum of (a) the amount of any undistributed carried interest payable by such Contributed Partnerships, (b) an amount equal to the value of the Temporary

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Investments (as defined in the relevant services agreement) held by such Contributed Partnerships, (c) an amount equal to the Capital Invested in Apollo Funds (as defined in the relevant services agreement) by such Contributed Partnerships and (d) an amount equal to the liquidity discount applied by the Company in respect of its investments in such Contributed Partnerships (provided such liquidity discount may not exceed 22.5% of the value of the assets contributed by AAA). With respect to capital invested in an Apollo fund, Apollo receives management fees directly from the relevant funds under the investment management agreements with such funds and not pursuant to the services agreement with the Contributed Partnerships. In addition, carried interest is payable by the Contributed Partnerships with respect to each investment or group of investments (as specified in the particular partnership agreement), at a rate of 20% of the profit of such investment or group of investments, subject to applicable hurdle rates. Each investment or group of investments is treated separately for the purposes of calculating carried interest. The contributed assets also included certain investments in funds managed by Apollo, carried interest on which is assessed at the fund level.
Under a transaction advisory services agreement with Athene (the "Athene Services Agreement"), effective February 5, 2013, Apollo earns a quarterly monitoring fee of 0.50% of Athene’s capital and surplus as of the end of the applicable quarter multiplied by 2.5, excluding the shares of Athene Holding Ltd. that were newly acquired (and not in satisfaction of prior commitments to buy such shares) by AAA Investments in the AAA Transaction (the “Excluded Athene Shares”), at the end of each quarter through December 31, 2014, the termination date. This quarterly monitoring fee is not applicable to the amount of invested capital attributable to the Excluded Athene Shares. As of March 31, 2014, all such monitoring fees were accrued pursuant to a derivative contract between Athene and Apollo (the "Athene Services Derivative"). Each quarter, monitoring fees earned are translated into an accrued notional number of shares of Athene Holding, and the accrued notional shares of Athene Holding are fair valued. At Athene’s option, all notional shares accrued pursuant to the terms of the derivative contract are payable either in shares of Athene Holding or cash equal to the fair value of such shares of Athene Holding at the time of settlement. Settlement of Athene Services Derivative occurs on the earlier of a change in control of Athene or October 31, 2017. For the three months ended March 31, 2014 and 2013 , Apollo earned $58.7 million and $19.5 million , respectively, related to this monitoring fee, which is recorded in advisory and transaction fees from affiliates, net, in the condensed consolidated statements of operations. As of March 31, 2014 and December 31, 2013 , Apollo had a $187.6 million and a $116.4 million receivable, which is accounted for as a derivative, recorded in due from affiliates on the condensed consolidated statements of financial condition.
In accordance with the services agreement among AAA, AAA Investments and the other service recipients party thereto and Apollo (the "AAA Services Agreement"), Apollo receives a management fee for managing the assets of AAA Investments. In connection with the consummation of the AAA Transaction, on October 31, 2012, the AAA Services Agreement was amended. Pursuant to the amended AAA Services Agreement, the parties agreed that there will be no management fees payable by AAA Investments with respect to the Excluded Athene Shares. AAA Investments will continue to pay Apollo the same management fee on its investment in Athene (other than with respect to the Excluded Athene Shares), except that Apollo agreed that the obligation to pay the existing management fee shall terminate on December 31, 2014 (although services will continue through December 31, 2020). Pursuant to the amended AAA Services Agreement as in effect on March 31, 2014, In the event that AAA makes a tender offer for all or substantially all of its units where the consideration is to be paid in shares of Athene Holding (or if AAA accomplishes a similar transaction using an alternative structure that is no less favorable in all material respects to the AAA unitholders as a whole), the management fee will be unwound and a lump sum payment will be made to Apollo equal to the remaining management fee that would have been due until the expiration date (December 31, 2020), using an 8% discount rate and assuming a 14% growth rate to then existing management fees, compounded annually, until the expiration date (the "AAA Unwind Fee"), subject to a cap of $25.0 million if the tender offer or similar transaction commences in 2014, $20.0 million if the tender offer or similar transaction commences in 2015 and zero if the tender offer or similar transaction commences in 2016 or thereafter. As of March 31, 2014, all such management fees were accrued pursuant to a derivative contract between AAA Investments and Apollo (the "AAA Services Derivative"). Each quarter, management fees earned are translated into an accrued notional number of shares of Athene Holding Ltd., and the accrued notional shares of Athene Holding are fair valued. At the option of AAA Investments, all notional shares accrued pursuant to the terms of the AAA Services Derivative contract are payable either in shares of Athene Holding or cash equal to the fair value of such shares of Athene Holding at the time of settlement. Settlement of the AAA Services Derivative occurs on the earlier of a change of control of Athene or October 31, 2017. As of March 31, 2014 and December 31, 2013 , Apollo had a receivable of $18.9 million and $14.3 million , respectively, related to the AAA Services Agreement, which is recorded in due from affiliates on the condensed consolidated statements of financial condition. The total management fees earned by Apollo related to the AAA Services Agreement and the Contributed Partnerships for the three months ended March 31, 2014 and 2013 were $2.9 million (of which $0.4 million related to the AAA Services Derivative, as described above) and $3.1 million (of which $0.6 million related to the AAA Services Derivative, as described above), respectively, which is recorded in management fees from affiliates in the condensed consolidated statements of operations.
In addition, Apollo, as general partner of AAA Investments, is generally entitled to a carried interest that allocates to it 20% of the realized returns (net of related expenses, including borrowing costs) on the investments of AAA Investments, except that Apollo will not be entitled to receive any carried interest in respect of the Excluded Athene Shares. Carried interest receivable

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from AAA Investments will be paid 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, or paid in cash if AAA sells the shares of Athene Holding. For the three months ended March 31, 2014 and 2013 , the Company recorded carried interest income less the related profit sharing expense of $14.6 million and $1.4 million , respectively, from AAA Investments, which is recorded in the condensed consolidated statements of operations. As of March 31, 2014 and 2013 , the Company had a $121.3 million and a $100.9 million carried interest receivable, respectively, related to AAA Investments. As of March 31, 2014 and December 31, 2013 , the Company had a related profit sharing payable of $34.7 million and $28.8 million , respectively, recorded in profit sharing payable in the condensed consolidated statements of financial condition.
For the three months ended March 31, 2014 and 2013 , Apollo earned revenues in the aggregate totaling $154.6 million and $63.1 million , respectively, consisting of management fees, sub-advisory and monitoring fees and carried interest income from Athene after considering the related profit sharing expense and changes in the market value of the Athene Services Derivative and the AAA Services Derivative discussed above, which is recorded in the condensed consolidated statement of operations.
The Athene Services Agreement and the AAA Services Agreement together with the Athene Services Derivative and the AAA Services Derivative, meet the definition of a derivative under U.S. GAAP. The Company has classified these derivatives as Level III assets in the fair value hierarchy, as the pricing inputs into the determination of fair value require significant judgment and estimation. See note 5 to our condensed consolidated financial statements for further discussion regarding fair value measurements.
The change in unrealized market value of these derivatives is reflected in other income, net in the condensed consolidated statements of operations. For the three months ended March 31, 2014 and 2013 , there were $14.0 million and $0.0 million of changes in market value recognized related to these derivatives, respectively.
Subsequent to March 31, 2014, Athene Holding completed a private placement offering of common equity in which it raised $1.048 billion of primary commitments from third-party institutional and certain existing investors (the “Athene Private Placement”). In connection with the Athene Private Placement, various amendments were made to the Athene Services Agreement and the AAA Services Agreement pertaining to the calculation and timing of payment of fees under such agreements. In addition, both the Athene Services Derivative and the AAA Services Derivative were settled by delivery to Apollo of shares of Athene Holding, and as a result, such derivatives were terminated. See note 17 to the condensed consolidated financial statements for additional information regarding the Athene Private Placement.
Distributions to Managing Partners and Contributing Partners
The three Managing Partners who became employees of Apollo on July 13, 2007 are each entitled to a $100,000 base salary. Additionally, our Managing Partners can receive other forms of compensation. Any additional consideration will be paid to them in their proportional ownership interest in Holdings. Additionally, 85% of any tax savings APO Corp. recognizes as a result of the tax receivable agreement will be paid to the Managing Partners.
Subsequent to the 2007 Reorganization, the Contributing Partners retained ownership interests in subsidiaries of the Apollo Operating Group. Therefore, any distributions that flow up to management or general partner entities in which the Contributing Partners retained ownership interests are shared pro rata with the Contributing Partners who have a direct interest in such entities prior to flowing up to the Apollo Operating Group. These distributions are considered compensation expense after the 2007 Reorganization.
The Contributing Partners are entitled to receive the following:
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.
Potential Future Costs
We may make grants of RSUs or other equity-based awards to employees and independent directors that we appoint in the future.


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Critical Accounting Policies
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in note 2 to our condensed consolidated financial statements. The following is a summary of our accounting policies that are affected most by judgments, estimates and assumptions.
Consolidation
The types of entities with which Apollo is involved generally include subsidiaries (i.e., general partners and management companies related to the funds we manage), entities that have all the attributes of an investment company (e.g., funds) and securitization vehicles (e.g., collateralized loan obligations). Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.
Pursuant to our consolidation policy, we first consider the appropriate consolidation guidance to apply including consideration of whether the entity qualifies for certain scope exceptions and whether the entity should be evaluated under either the previous rules on consolidation of variable interest entities (“VIEs”) or the amended consolidation rules depending on whether or not the entity qualifies for the deferral as further described below. We then perform an assessment to determine whether that entity qualifies as a VIE. An entity in which Apollo holds a variable interest is a VIE if any one of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk (as a group) lack either the direct or indirect ability through voting rights or similar rights to make decisions about a legal entity’s activities that have a significant effect on the success of the legal entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some investors are disproportionate to their obligation to absorb the expected losses of the legal entity, their rights to receive the expected residual returns of the legal entity, or both and substantially all of the legal entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities (“VOEs”) under the voting interest model.
Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest or through other means, including those VOEs in which the general partner is presumed to have control. Apollo does not consolidate those VOEs in which the presumption of control by the general partner has been overcome through either the granting of substantive rights to the unaffiliated investors to either dissolve the fund or remove the general partner (“kick-out rights”) or the granting of substantive participating rights.
As previously indicated, the consolidation assessment, including the determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of our funds may qualify as VIEs whereas others may qualify as VOEs. The granting of substantive kick-out rights is a key consideration in determining whether an entity is a VIE and whether or not that entity should be consolidated. For example, when the unaffiliated holders of equity investment at risk of a fund with sufficient equity to permit the fund to finance its activities without additional subordinated financial support are not granted substantive kick-out rights and the Company is not part of the group of holders of equity investment at risk, the fund is generally determined to be a VIE, as the holders of equity investment at risk as a group lack the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the legal entity. Alternatively, when the unaffiliated holders of equity investment at risk are granted substantive kick-out rights, the fund is generally determined to be a VOE. However, in certain cases where the Company holds a substantive equity investment at risk in the fund, the fund may be determined to be a VOE even though substantive kick-out rights were not granted to the unaffiliated holders of equity investment at risk. In these cases, the Company is part of the group of holders of equity investment at risk and therefore the holders of equity investment at risk as a group do not lack the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the legal entity.
  If the entity is determined to be a VIE under the conditions above, we then assess whether the entity should be consolidated by applying either the previous consolidation rules or the amended consolidation rules depending on whether the entity qualifies for the deferral of the amended consolidation rules as further described below.
VIEs that qualify for the deferral of the amended consolidation rules because certain conditions are met, including if the entities have all the attributes of an investment company and are not securitization or asset-backed financing entities, will continue to apply the previous consolidation rules. VIEs that are securitization or asset-backed financing entities will apply the

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amended consolidation rules. Under both sets of rules, VIEs for which Apollo is determined to be the primary beneficiary are consolidated.
With respect to VIEs such as our funds that qualify for the deferral of the amended consolidation rules and therefore apply the previous consolidation rules, Apollo is determined to be the primary beneficiary if its involvement, through holding interests directly or indirectly in the VIE or contractually through other variable interests (e.g., carried interest and management fees), would be expected to absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. In cases where two or more Apollo related parties hold a variable interest in a VIE, and the aggregate variable interest held by those parties would, if held by a single party, identify that party as the primary beneficiary, then the Company is determined to be the primary beneficiary to the extent it is the party within the related party group that is most closely associated with the VIE.
For VIEs such as our CLOs that apply the amended consolidation rules, Apollo is determined to be the primary beneficiary if it holds a controlling financial interest defined as possessing both (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. CLOs are generally determined to be VIEs if they are formed solely to issue collateralized notes in the legal form of debt and therefore do not have sufficient total equity investment at risk to permit the entity to finance its activities without additional subordinated financial support. With respect to such CLOs, we generally possess a controlling financial interest in, and therefore consolidate, such CLOs in accordance with the amended consolidation rules when our role as collateral manager provides us with the power to direct the activities that most significantly impact the CLO’s economic performance and we have the right to receive certain benefits from the CLO (e.g., incentive fees) that could potentially be significant to the CLO.
Under the previous and the amended consolidation rules, Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, affiliates of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.
The assessment of whether an entity is a VIE and the determination of whether Apollo should consolidate such VIE requires judgments. Under both sets of rules, those judgments include, but are not limited to: (i) determining whether the total equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (ii) evaluating whether the holders of equity investment at risk, as a group, can make decisions that have a significant effect on the success of the entity, (iii) determining whether two or more parties’ equity interests should be aggregated, (iv) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive the expected residual returns of an entity, (v) and evaluating the nature of the relationship and activities of the parties involved in determining which party within a related-party group is most closely associated with the VIE. Where the VIEs have qualified for the deferral, judgments are also made in estimating cash flows to evaluate which member within the equity group absorbs a majority of the expected losses or residual returns of the VIE. Where the VIEs have not qualified for the deferral, judgments are also made in determining whether a member in the equity group has a controlling financial interest including power to direct activities that most significantly impact the VIE’s economic performance and rights to receive benefits or obligations to absorb losses that could be potentially significant to the VIE.
Certain of the consolidated VIEs were formed to issue collateralized notes in the legal form of debt backed by financial assets. The difference between the fair value of the assets and liabilities of these VIEs is presented within appropriated partners’ capital in the condensed consolidated statements of financial condition as these VIEs are funded solely with debt. Changes in the fair value of the assets and liabilities of these VIEs and the related interest and other income is presented within net gains from investment activities of consolidated variable interest entities and net (income) loss attributable to Non-Controlling Interests in the condensed consolidated statements of operations. Such amounts are recorded within appropriated partners’ capital as, in each case, the VIE’s note holders, not Apollo, will ultimately receive the benefits or absorb the losses associated with the VIE’s assets and liabilities.
Assets and liability amounts of the consolidated VIEs are shown in separate sections within the condensed consolidated statements of financial condition as of March 31, 2014 and December 31, 2013 .
Revenue Recognition
Carried Interest Income from Affiliates. We earn carried interest income from our funds as a result of such funds achieving specified performance criteria. Such carried interest income generally is earned based upon a fixed percentage of realized and unrealized gains of various funds after meeting any applicable hurdle rate or threshold minimum. Carried interest income from certain of the funds that we manage is subject to contingent repayment and is generally paid to us as particular investments

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made by the funds are realized. If, however, upon liquidation of a fund, the aggregate amount paid to us as carried interest exceeds the amount actually due to us based upon the aggregate performance of the fund, the excess (in certain cases net of taxes) is required to be returned by us to that fund. For a majority of our credit funds, once the annual carried interest income has been determined, there generally is no look-back to prior periods for a potential contingent repayment, however, carried interest income on certain other credit funds can be subject to contingent repayment at the end of the life of the fund. We have elected to adopt Method 2 from U.S. GAAP guidance applicable to accounting for management fees based on a formula, and under this method, we accrue carried interest income quarterly based on fair value of the underlying investments and separately assess if contingent repayment is necessary. The determination of carried interest income and contingent repayment considers both the terms of the respective partnership agreements and the current fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used. See “Investments, at Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments in our private equity, credit and real estate funds.
Management Fees from Affiliates. The management fees related to our private equity funds are generally based on a fixed percentage of the committed capital or invested capital. The corresponding fee calculations that consider committed capital or invested capital are both objective in nature and therefore do not require the use of significant estimates or assumptions. Management fees related to our credit funds, by contrast, can be based on net asset value, gross assets, adjusted cost of all unrealized portfolio investments, capital commitments, adjusted assets, capital contributions, or stockholders' equity all as defined in the respective partnership agreements. The credit management fee calculations that consider net asset value, gross assets, adjusted cost of all unrealized portfolio investments and adjusted assets, are normally based on the terms of the respective partnership agreements and the current fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used. The management fees related to our real estate funds are generally based on a specific percentage of the funds’ stockholders’ equity or committed or net invested capital or the capital accounts of the limited partners. See “Investments, at Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments in our private equity, credit and real estate funds.
Investments, at Fair Value
The Company follows U.S. GAAP attributable to fair value measurements, which among other things, requires enhanced disclosures about investments that are measured and reported at fair value. Investments at fair value represent investments of the consolidated funds, investments of the consolidated VIEs and certain financial instruments for which the fair value option was elected. The unrealized gains and losses resulting from changes in the fair value are reflected as net gains (losses) from investment activities and net gains (losses) from investment activities of the consolidated variable interest entities, respectively, in the condensed consolidated statements of operations. In accordance with U.S. GAAP, investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level I —Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I include listed equities and listed derivatives. As required by U.S. GAAP, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.
Level II —Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These investments exhibit higher levels of liquid market observability as compared to Level III investments. The Company subjects broker quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II investment. These criteria include, but are not limited to, the number and quality of broker quotes, the standard deviation of obtained broker quotes, and the percentage deviation from independent pricing services.
Level III —Pricing inputs are unobservable for the investment and includes situations where there is little observable market activity for the investment. The inputs into the determination of fair value may require significant management judgment or estimation. Investments that are included in this category generally include general and limited partner interests in corporate private equity and real estate funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs. When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as

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a Level II or Level III investment. Some of the factors we consider include the number of broker quotes we obtain, the quality of the broker quotes, the standard deviations of the observed broker quotes and the corroboration of the broker quotes to independent pricing services.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment where the fair value is based on unobservable inputs.
In cases where an investment or financial instrument measured and reported at fair value is transferred into or out of Level III of the fair value hierarchy, the Company accounts for the transfer as of the end of the reporting period.
Equity Method Investments . For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. Income (loss) from equity method investments is recognized as part of other income (loss) in the condensed consolidated statements of operations and income (loss) on available-for-sale securities (from equity method investments) is recognized as part of other comprehensive income (loss), net of tax in the condensed consolidated statements of comprehensive income (loss). The carrying amounts of equity method investments are reflected in investments in the condensed consolidated statements of financial condition. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.
Private Equity Investments. The majority of the illiquid investments within our private equity funds are valued using the market approach, which provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry.
Market Approach. The market approach is driven by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to any of the following factors: (1) the subject company’s historical and projected financial data; (2) valuations given to comparable companies; (3) the size and scope of the subject company’s operations; (4) the subject company’s individual strengths and weaknesses; (5) expectations relating to the market’s receptivity to an offering of the subject company’s securities; (6) applicable restrictions on transfer; (7) industry and market information; (8) general economic and market conditions; and (9) other factors deemed relevant. Market approach valuation models typically employ a multiple that is based on one or more of the factors described above. Sources for gaining additional knowledge related to comparable companies include public filings, annual reports, analyst research reports, and press releases. Once a comparable company set is determined, we review certain aspects of the subject company’s performance and determine how its performance compares to the group and to certain individuals in the group. We compare certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios, and growth opportunities. In addition, we compare our entry multiple and its relation to the comparable set at the time of acquisition to understand its relation to the comparable set on each measurement date.
Income Approach. For investments where the market approach does not provide adequate fair value information, we rely on the income approach. The income approach is also used to value investments or validate the market approach within our private equity funds. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology for the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are significant assumptions related to the subject company’s expected results and a calculated discount rate, which is normally based on the subject company’s weighted average cost of capital, or “WACC.” The WACC represents the required rate of return on total capitalization, which is comprised of a required rate of return on equity, plus the current tax-effected rate of return on debt, weighted by the relative percentages of equity and debt that are typical in the industry. The most critical step in determining the appropriate WACC for each subject company is to select companies that are comparable in nature to the subject company and the credit quality of the subject company. Sources for gaining additional knowledge about the comparable companies include public filings, annual reports, analyst research reports, and press releases. The general formula then used for calculating the WACC considers the after-tax rate of return on debt capital and the rate of return on common equity capital, which further considers the risk-free rate of return, market beta, market risk premium and small stock premium, if applicable. The variables used in the WACC formula are inferred from the comparable market data obtained. The Company evaluates the comparable companies selected and concludes on WACC inputs based on the most comparable company or analyzes the range of data for the investment.
The value of liquid investments, where the primary market is an exchange (whether foreign or domestic) is determined using period end market prices. Such prices are generally based on the close price on the date of determination.

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On a quarterly basis, Apollo utilizes a valuation committee consisting of members from senior management, to review and approve the valuation results related to our funds' private equity investments. Management also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analysis. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.
Credit Investments. The majority of investments in Apollo’s credit funds are valued based on quoted market prices and valuation models. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing recognized pricing services, market participants or other sources. When market quotations are not available, a model based approach is used to determine fair value. The credit funds also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap and credit default swap contracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price.
Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers. When determining fair value pricing when no observable market value exists, the value attributed to an investment is based on the enterprise value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.
On a quarterly basis, Apollo also utilizes a valuation committee, consisting of members from senior management, to review and approve the valuation results related to our credit investments. For certain publicly traded vehicles, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analysis.
Real Estate Investments. For the CMBS portfolio of Apollo’s funds, the estimated fair value of the CMBS portfolio is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs. The Company evaluates its loans for possible impairment on a quarterly basis. For Apollo’s opportunistic and value added real estate funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers, and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.
On a quarterly basis, Apollo also utilizes a valuation committee, consisting of members from senior management, to review and approve the valuation results related to our real estate investments. For certain publicly traded vehicles, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analysis.
The fair values of the investments in our private equity, credit and real estate funds can be impacted by changes to the assumptions used in the underlying valuation models. For further discussion on the impact of changes to valuation assumptions see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Sensitivity” in our Annual Report on Form 10-K for

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the year ended December 31, 2013 filed with the SEC on March 3, 2014. There have been no material changes to the underlying valuation models during the periods that our financial results are presented.
Fair Value of Financial Instruments
U.S. GAAP guidance requires the disclosure of the estimated fair value of financial instruments. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Except for the Company’s debt obligation related to the 2013 AMH Credit Facilities (as defined in note 10 to our condensed consolidated financial statements), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying value approximates fair value. See “—Investments, at Fair Value” above. While Apollo’s valuations of portfolio investments are based on assumptions that Apollo believes are reasonable under the circumstances, the actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based. Other financial instruments’ carrying values generally approximate fair value because of the short-term nature of those instruments or variable interest rates related to the borrowings. As disclosed in note 10 to our condensed consolidated financial statements, the Company’s long term debt obligation related to the 2013 AMH Credit Facilities is believed to have an estimated fair value of approximately $751.9 million based on obtained broker quotes as of March 31, 2014 . However, the carrying value that is recorded on the condensed consolidated statements of financial condition is the amount for which we expect to settle the long term debt obligation. The Company has determined that the long term debt obligation related to the 2013 AMH Credit Facilities would be categorized as a Level III liability in the fair-value hierarchy based on the Company's number of broker quotes obtained, the quality of the broker quotes, the standard deviations of the observed broker quotes and the corroboration of the broker quotes to independent pricing services.
Valuation of Financial Instruments Held by Consolidated VIEs
The consolidated VIEs hold investments that are traded over-the-counter. Investments in securities that are traded on a securities exchange or comparable over-the-counter quotation systems are valued based on the last reported sale price at that date. If no sales of such investments are reported on such date, and in the case of over-the-counter securities or other investments for which the last sale date is not available, valuations are based on independent market quotations obtained from market participants, recognized pricing services or other sources deemed relevant, and the prices are based on the average of the “bid” and “ask” prices, or at ascertainable prices at the close of business on such day. Market quotations are generally based on valuation pricing models or market transactions for similar securities adjusted for security-specific factors such as relative capital structure priority and interest and yield risks, among other factors. When market quotations are not available, a model based approach is used to determine fair value.
The consolidated VIEs also have debt obligations that are recorded at fair value. The primary valuation methodology used to determine fair value for debt obligation is market quotation. Prices are based on the average of the “bid” and “ask” prices. In the event that market quotations are not available, a model based approach is used. The valuation approach used to estimate the fair values of debt obligations for which market quotations are not available is the discounted cash flow method, which includes consideration of the cash flows of the debt obligation based on projected quarterly interest payments and quarterly amortization. Debt obligations are discounted based on the appropriate yield curve given the loan’s respective maturity and credit rating. Management uses its discretion and judgment in considering and appraising relevant factors for determining the valuations of its debt obligations.
Fair Value Option. Apollo elected the fair value option for the assets and liabilities of the consolidated VIEs. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. Apollo applied the fair value option for certain corporate loans, other investments and debt obligations held by these entities that otherwise would not have been carried at fair value. For the convertible note issued by HFA, Apollo elected to separately present interest income from other changes in the fair value of the convertible note within the condensed consolidated statement of operations. See notes 3 and 4 to our condensed consolidated financial statements for further disclosure on the investment in HFA and financial instruments of the consolidated VIEs for which the fair value option has been elected.
Goodwill and Intangible Assets Goodwill and indefinite-life intangible assets must be reviewed annually for impairment or more frequently if circumstances indicate impairment may have occurred. Identifiable finite-life intangible assets, by contrast, are amortized over their estimated useful lives, which are periodically re-evaluated for impairment or when circumstances indicate an impairment may have occurred. Apollo amortizes its identifiable finite-life intangible assets using a method of amortization reflecting the pattern in which the economic benefits of the finite-life intangible asset are consumed or otherwise used up. If that pattern cannot be reliably determined, Apollo uses the straight-line method of amortization. At June 30,

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2013, the Company performed its annual impairment testing and determined there was no impairment of goodwill or indefinite life intangible assets at such time.
Compensation and Benefits
Compensation and benefits include salaries, bonuses and benefits, profit sharing expense and equity-based compensation.
Salaries, Bonus and Benefits. Salaries, bonus and benefits include base salaries, discretionary and non-discretionary bonuses, severance and employee benefits. Bonuses are accrued over the related service period.
Also included within salaries, bonus and benefits is the expense related to profits interests issued to certain employees whereby they are entitled to a share in earnings of and any appreciation of the value in a subsidiary of the Company during their term of employment. The expense related to these profits interests is recognized ratably over the requisite service period and thereafter will be recognized at the time the distributions are determined.
The Company sponsors a 401(k) Savings Plan whereby U.S.-based employees are entitled to participate in the plan based upon satisfying certain eligibility requirements. The Company may provide discretionary contributions from time to time. No contributions relating to this plan were made by the Company for the three months ended March 31, 2014 and 2013 .
Profit Sharing Expense. Profit sharing expense is primarily a result of agreements with our Contributing Partners and employees to compensate them based on the ownership interest they have in the general partners of the Apollo funds. Therefore, changes in the fair value of the underlying investments in the funds we manage and advise affect profit sharing expense. As of March 31, 2014 , our total private equity investments were approximately $21.8 billion . The Contributing Partners and employees are allocated approximately 30% to 50% of the total carried interest income which is driven primarily by changes in fair value of the underlying fund’s investments and is treated as compensation expense. Additionally, profit sharing expenses paid may be subject to clawback from employees, former employees and Contributing Partners to the extent not indemnified.
Changes in the fair value of the contingent obligations that were recognized in connection with certain Apollo acquisitions are reflected in the Company’s condensed consolidated statements of operations as profit sharing expense.
In June 2011, the Company adopted a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement, which we refer to herein as the Incentive Pool, enables certain partners and employees to earn discretionary compensation based on carried interest realizations earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements. The Company adopted the Incentive Pool to attract and retain, and provide incentive to, partners and employees of the Company and to more closely align the overall compensation of partners and employees with the overall realized performance of the Company. Allocations to the Incentive Pool and to its participants contain both a fixed and a discretionary component and may vary year-to-year depending on the overall realized performance of the Company and the contributions and performance of each participant. There is no assurance that the Company will continue to compensate individuals through performance-based incentive arrangements in the future and there may be periods when the Executive Committee of the Company’s manager determines that allocations of realized carried interest income are not sufficient to compensate individuals, which may result in an increase in salary, bonus and benefits.
Equity-Based Compensation. Equity-based compensation is accounted for in accordance with U.S. GAAP, which requires that the cost of employee services received in exchange for an award is generally measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are recognized over the relevant service period. Further, as required under U.S. GAAP, the Company estimates forfeitures using industry comparables or historical trends for equity-based awards that are not expected to vest. Apollo’s equity-based awards consist of, or provide rights with respect to AOG Units, RSUs, share options, AAA RDUs, ARI restricted stock awards, ARI RSUs and AMTG RSUs. For more information regarding Apollo’s equity-based compensation awards, see note 12 to our condensed consolidated financial statements. The Company’s assumptions made to determine the fair value on grant date and the estimated forfeiture rate are embodied in the calculations of compensation expense.
Additionally, the value of the AOG Units have been reduced to reflect the transfer restrictions imposed on units issued to the Managing Partners and Contributing Partners as well as the lack of rights to participate in future Apollo Global Management, LLC equity offerings. These awards have the following characteristics:
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

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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).
As noted above, the AOG Units issued to the Managing Partners and Contributing Partners have different restrictions which affect the liquidity of and the discounts applied to each grant.
We utilized the Finnerty Model to calculate a discount on the AOG Units granted to the Contributing Partners. The Finnerty Model provides for a valuation discount reflecting the holding period restriction embedded in a restricted security preventing its sale over a certain period of time. Along with the Finnerty Model we applied adjustments to account for the existence of liquidity clauses specific to the AOG Units granted to the Contributing Partners and a minority interest consideration as compared to the units sold in the Strategic Investors Transaction in 2007. The combination of these adjustments yielded a fair value estimate of the AOG Units granted to the Contributing Partners.
The Finnerty Model proposes to estimate a discount for lack of marketability such as transfer restrictions by using an option pricing theory. This model has gained recognition through its ability to address the magnitude of the discount by considering the volatility of a company’s stock price and the length of restriction. The concept underpinning the Finnerty Model is that a restricted security cannot be sold over a certain period of time. Further simplified, a restricted share of equity in a company can be viewed as having forfeited a put on the average price of the marketable equity over the restriction period (also known as an “Asian Put Option”). If we price an Asian Put Option and compare this value to that of the assumed fully marketable underlying security, we can effectively estimate the marketability discount.
The assumptions utilized in the model were (i) length of holding period, (ii) volatility, (iii) dividend yield and (iv) risk free rate. Our assumptions were as follows:
(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 Contributing Partners’ grants, the Finnerty Model calculation, as detailed above, yielded a marketability discount of 25%. This marketability discount, along with adjustments to account for the existence of liquidity clauses and consideration of non-controlling interests as compared to units sold in the Strategic Investors Transaction in 2007, resulted in an overall discount for these grants of 29%.
We determined a 14% discount for the grants to the Managing Partners based on the equity value per share of $24. We determined that the value of the grants to the Managing Partners was supported by the 2007 sale of an identical security to Credit Suisse Management, LLC at $24 per share. Based on an equity value per share of $24, the implied discount for the grants to the Managing Partners was 14%. The Contributing Partners yielded a larger overall discount of 29%, as they are unable to cause a change in control of Apollo. This results in a lower fair value estimate, as their units have fewer beneficial features than those of the Managing Partners.
Another significant part of our compensation expense is derived from amortization of RSUs. The fair value of all RSU grants after March 29, 2011 is based on the grant date fair value, which considers the public share price of the Company. RSUs are comprised of Plan Grants, which generally do not pay distributions until vested and, for grants made after 2011, the underlying shares are generally issued by March 15 th after the year in which they vest, and Bonus Grants, which pay distributions on both vested and unvested grants and are generally issued after vesting on an approximate two-month lag. For Plan Grants, the grant date fair value is based on the public share price of the Company, and is discounted for transfer restrictions and lack of distributions until vested. For Bonus Grants, the grant date fair value is based on the public share price of the Company, and is discounted for transfer restrictions.
We utilized the present value of a growing annuity formula to calculate a discount for the lack of pre-vesting distributions on Plan Grant RSUs. The weighted average for the inputs utilized for the shares granted during the three months ended March 31, 2014 and 2013 are presented in the table below for Plan Grants:

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For the Three Months Ended March 31,
 
2014
 
2013
Distribution Yield (1)
12.3%
 
6.1%
Distribution Growth Rate (2)
—%
 
3.0%
Cost of Equity Capital Rate (3)
13.0%
 
18.0%
(1)
Calculated based on the last twelve months historical distributions paid and the price of the Company's Class A shares as of the measurement date.
(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 Plan Grants that are not eligible for distributions on unvested shares, the discount for the lack of distributions until vested based on the present value of a growing annuity calculation had a weighted average of 35.2% and 15.3% for the three months ended March 31, 2014 and 2013 , respectively.
We utilized the Finnerty Model, as previously described above, to calculate a marketability discount on the Plan Grant and Bonus Grant RSUs to account for the lag between vesting and issuance. The Finnerty Model provides for a valuation discount reflecting the holding period restriction embedded in a restricted security preventing its sale over a certain period of time.
The inputs utilized in the Finnerty Model were (i) length of holding period, (ii) volatility, (iii) risk-free rate and (iv) dividend yield. The weighted average for the inputs utilized for the shares granted during the three months ended March 31, 2014 and 2013 are presented in the table below for Plan Grants and Bonus Grants:
 
For the Three Months Ended March 31,
 
2014
 
2013
Plan Grants
 
 
 
Holding Period Restriction (in years)
0.6
 
0.6
Volatility (1)
31.9%
 
30.0%
Distribution Yield (2)
12.3%
 
6.1%
Bonus Grants
 
 
 
Holding Period Restriction (in years)
0.2
 
0.2
Volatility (1)
27.2%
 
30.0%
Distribution Yield (2)
11.2%
 
6.1%
(1)
Annualized based on industry peers.
(2)
Calculated based on the last twelve months historical distributions paid and the price of the Company's Class A shares as of the measurement date.
For the Plan Grants, the marketability discount for transfer restrictions based on the Finnerty Model calculation, after considering the discount for lack of pre-vesting distributions, had a weighted average of 5.0% and 5.0% for the three months ended March 31, 2014 and 2013 , respectively. For the Bonus Grants, the marketability discount for transfer restrictions based on the Finnerty Model calculation had a weighted average of 3.0% and 5.0% for the three months ended March 31, 2014 and 2013 , respectively.
After the grant date fair value is determined we apply an estimated forfeiture rate. The estimated fair value was determined and recognized over the vesting period on a straight-line basis. We have estimated a 6% forfeiture rate for RSUs, based on the Company’s historical attrition rate as well as industry comparable rates. If employees are no longer associated with Apollo or if there is no turnover, we will revise our estimated compensation expense to the actual amount of expense based on the units vested at the reporting date in accordance with U.S. GAAP.

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  Income Taxes
The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. Federal income tax purposes. As a result, except as described below, the Apollo Operating Group has not been subject to U.S. income taxes. However, these entities in some cases are subject to NYC UBT and non-U.S. entities, in some cases, are subject to non-U.S. corporate income taxes. In addition, APO Corp., a wholly-owned subsidiary of the Company, is subject to U.S. Federal, state and local corporate income tax, and the Company’s provision for income taxes is accounted for in accordance with U.S. GAAP.
As significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties, we recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits of the position are recognized. The Company’s tax positions are reviewed and evaluated quarterly to determine whether or not we have uncertain tax positions that require financial statement recognition.
Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amount of assets and liabilities and their respective tax basis using currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Fair Value Measurements
The following tables summarize the valuation of the Company’s financial assets and liabilities by the fair value hierarchy as of March 31, 2014 and December 31, 2013 , respectively:

 
As of March 31, 2014
 
Level I (5)
 
Level II (5)
 
Level III
 
Total
 
(in thousands)
Assets
 
 
 
 
 
 
 
Investment in AAA Investments (1)
$

 
$

 
$
2,147,415

 
$
2,147,415

Investments held by Apollo Senior Loan Fund (1)

 
29,909

 

 
29,909

Investments in HFA and Other (1)

 

 
59,324

 
59,324

Athene and AAA Services Derivatives (2)

 

 
206,476

 
206,476

Investments of VIEs, at fair value (4)
4,378

 
12,412,705

 
1,837,451

 
14,254,534

Total Assets
$
4,378

 
$
12,442,614

 
$
4,250,666

 
$
16,697,658

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Debt of VIEs, at fair value (4)
$

 
$
2,105,935

 
$
10,422,320

 
$
12,528,255

Contingent Consideration Obligations (3)

 

 
126,473

 
126,473

Total Liabilities
$

 
$
2,105,935

 
$
10,548,793

 
$
12,654,728


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As of December 31, 2013
 
Level I (5)
 
Level II (5)
 
Level III
 
Total
 
(in thousands)
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 Services 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

(1)
See note 3 of the condensed 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 13 of the condensed consolidated financial statements for further disclosure regarding the Athene Services Derivative and the AAA Services Derivatives.
(3)
See note 14 of the condensed consolidated financial statements for further disclosure regarding Contingent Consideration Obligations.
(4)
See note 4 of the condensed consolidated financial statements for further disclosure regarding VIEs.
(5)
All level I and II investments and liabilities were valued using third party pricing.
There were no transfers of financial assets into or out of Level I for the three months ended March 31, 2014 and 2013 . The following table summarizes the fair value transfers of financial assets between Level II and Level III for positions that existed as of March 31, 2014 and 2013 , respectively:
 
For the Three Months Ended March 31,
 
2014
 
2013
 
(in thousands)
Transfers from Level III into Level II (1)
$309,942
 
$338,294
Transfers from Level II into Level III (1)
141,353
 
272,593
(1)
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 three months ended March 31, 2014 , transfers of financial liabilities from Level III to Level II and from Level II to Level III relating to liabilities held by the consolidated VIEs totaled $70.3 million and $316.3 million , respectively. There were transfers of debt held by the consolidated VIEs that are valued using broker quotes between Level II and Level III as a result of subjecting broker quotes on these liabilities 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. There were no transfers of financial liabilities into or out of Level I for the three months ended March 31, 2014 . For the three months ended March 31, 2013 , there were no transfers of financial liabilities between Level I, Level II or Level III.

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The following tables summarize the changes in fair value in financial assets, which are measured at fair value and characterized as Level III investments, for the three months ended March 31, 2014 and 2013 :
 
For the Three Months Ended March 31, 2014
 
Investment in AAA Investments
 
Investments held by Apollo Senior Loan Fund
 
Investments in HFA and Other
 
Athene and AAA Services Derivatives
 
Investments of Consolidated VIEs
 
Total
 
(in thousands)
Balance, Beginning of Period
$
1,942,051

 
$
892

 
$
40,373

 
$
130,709

 
$
1,919,537

 
$
4,033,562

Elimination of investments attributable to consolidation of VIEs

 

 

 

 
(14,620
)
 
(14,620
)
Fees

 

 

 
61,728

 

 
61,728

Purchases

 

 
871

 

 
265,063

 
265,934

Sale of investments/Distributions

 
(6
)
 
(78
)
 

 
(181,435
)
 
(181,519
)
Net realized losses

 

 

 

 
(954
)
 
(954
)
Changes in net unrealized gains
205,364

 
28

 
18,158

 
14,039

 
17,535

 
255,124

Transfer into Level III

 

 

 

 
141,353

 
141,353

Transfer out of Level III

 
(914
)
 

 

 
(309,028
)
 
(309,942
)
Balance, End of Period
$
2,147,415

 
$

 
$
59,324

 
$
206,476

 
$
1,837,451

 
$
4,250,666

Change in net unrealized gains included in Net Gains from Investment Activities related to investments still held at reporting date
$
205,364

 
$
28

 
$
18,158

 
$

 
$

 
$
223,550

Change in net unrealized gains included in Net Gains from Investment Activities of Consolidated VIEs related to investments still held at reporting date

 

 

 

 
14,491

 
14,491

Change in net unrealized gains included in Other Income, net related to assets still held at reporting date

 

 

 
14,039

 

 
14,039

 
For the Three Months Ended March 31, 2013
 
Investment in AAA Investments
 
Investments held by Apollo Senior Loan Fund
 
Investments in HFA and Other
 
Athene and AAA Services Derivatives
 
Investments of Consolidated VIEs
 
Total
 
(in thousands)
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

 

 

 

 
(3,902
)
 
(3,902
)
Fees

 

 

 
22,001

 

 
22,001

Purchases

 
22

 
1,435

 

 
384,161

 
385,618

Sale of investments/Distributions
(62,189
)
 

 
(902
)
 

 
(186,861
)
 
(249,952
)
Net realized losses

 

 

 

 
(4,442
)
 
(4,442
)
Changes in net unrealized gains (losses)
47,770

 
9

 
4,563

 

 
(1,353
)
 
50,989

Transfer into Level III

 

 

 

 
272,593

 
272,593

Transfer out of Level III

 
(621
)
 

 

 
(337,673
)
 
(338,294
)
Balance, End of Period
$
1,652,029

 
$

 
$
55,407

 
$
24,127

 
$
1,765,988

 
$
3,497,551

Change in net unrealized gains included in Net Gains from Investment Activities related to investments still held at reporting date
$
47,770

 
$
9

 
$
4,563

 
$

 
$

 
$
52,342

Change in net unrealized losses included in Net Gains from Investment Activities of Consolidated VIEs related to investments still held at reporting date

 

 

 

 
(8,655
)
 
(8,655
)


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The following table summarizes the changes in fair value in financial liabilities, which are measured at fair value and characterized as Level III liabilities:
 
For the Three Months Ended March 31,
 
2014
 
2013
 
Debt of Consolidated VIEs
 
Contingent Consideration Obligations
 
Total
 
Debt of Consolidated VIEs
 
Contingent Consideration Obligations
 
Total
 
(in thousands)
Balance, Beginning of Period
$
9,994,147

 
$
135,511

 
$
10,129,658

 
$
11,834,955

 
$
142,219

 
$
11,977,174

Elimination of debt attributable to consolidation of VIEs
(15,394
)
 

 
(15,394
)
 
(3,937
)
 

 
(3,937
)
Additions
750,966

 

 
750,966

 
332,250

 

 
332,250

Payments
(558,608
)
 
(14,558
)
 
(573,166
)
 
(911,775
)
 
(24,419
)
 
(936,194
)
Net realized (gains) losses
(357
)
 

 
(357
)
 
7,603

 

 
7,603

Changes in net unrealized losses / fair value
5,633

 
5,520

(1)  
11,153

 
88,236

 
13,431

(1)  
101,667

Transfers into Level III
316,252

 

 
316,252

 

 

 

Transfers out of Level III
(70,319
)
 

 
(70,319
)
 

 

 

Balance, End of Period
$
10,422,320

 
$
126,473

 
$
10,548,793

 
$
11,347,332

 
$
131,231

 
$
11,478,563

Change in net unrealized losses included in Net Gains from Investment Activities of consolidated VIEs related to liabilities still held at reporting date
$
4,996

 
$

 
$
4,996

 
$
87,186

 
$

 
$
87,186

(1)
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.



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The following tables summarize the quantitative inputs and assumptions used for financial assets and liabilities categorized in Level III of the fair value hierarchy as of March 31, 2014 and December 31, 2013 :
 
As of March 31, 2014
 
Fair Value
 
Valuation Techniques
 
Unobservable Inputs
 
Ranges
 
Weighted Average
 
(dollars in thousands, except per share data)
Financial Assets
 
 
 
 
 
 
 
 
 
Investments of Consolidated Apollo Funds:
 
 
 
 
 
 
 
 
 
AAA Investments (1)
$
2,147,415

 
Net Asset Value
 
N/A
 
N/A
 
N/A
Investments in HFA and Other
59,324

 
Third Party Pricing (2)
 
N/A
 
N/A
 
N/A
Athene and AAA Services Derivatives
206,476

 
Transaction
 
Private Placement Price
 
$26.00
 
$26.00
Investments of Consolidated VIEs:
 
 
 
 
 
 
 
 
 
Bank Debt Term Loans
60,760

 
Other
 
N/A
 
N/A
 
N/A
Bank Debt Term Loans
22,270

 
Market Comparable Companies
 
Comparable Multiples
 
5.0x
 
5.0x
Stocks
6,103

 
Market Comparable Companies
 
Comparable Multiples
 
6.5x - 11.2x
 
8.0x
Corporate loans/ bonds
1,748,318

 
Third Party Pricing (2)
 
N/A
 
N/A
 
N/A
Total Investments of Consolidated VIEs
1,837,451

 
 
 
 
 
 
 
 
Total Financial Assets
$
4,250,666

 
 
 
 
 
 
 
 
Financial Liabilities
 
 
 
 
 
 
 
 
 
Liabilities of Consolidated VIEs:
 
 
 
 
 
 
 
 
 
Subordinated Notes
$
835,484

 
Discounted Cash Flow
 
Discount Rate
 
10.0% - 12.0%
 
11.1%
 
Default Rate
 
1.0% - 1.5%
 
1.3%
 
Recovery Rate
 
75.0%
 
75.0%
Senior Secured Notes
2,148,989

 
Discounted Cash Flow
 
Discount Rate
 
1.7% - 2.0%
 
1.8%
 
Default Rate
 
2.0%
 
2.0%
 
Recovery Rate
 
20.0% - 70.0%
 
65.0%
Senior Secured and Subordinated Notes
7,437,847

 
Third Party Pricing (2)
 
N/A
 
N/A
 
N/A
Total Liabilities of Consolidated VIEs
10,422,320

 
 
 
 
 
 
 
 
Contingent Consideration Obligation
126,473

 
Discounted Cash Flow
 
Discount Rate
 
10.5% - 18.5%
 
15.4%
Total Financial Liabilities
$
10,548,793

 
 
 
 
 

 

(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:
 
As of March 31, 2014
 
 
 
% of
Investment
of AAA
Investments
 
(in thousands)
 
 
Approximate values based on net asset value of the underlying funds, which are based on the funds underlying investments that are valued using the following:
 
 
 
Transaction
$
2,168,531

(3)  
100
%
Total Investments
2,168,531

 
100
%
Other net liabilities (4)
(21,116
)
 


Total Net Assets
$
2,147,415

 


(2)
These securities are valued primarily using broker quotes.
(3)
Represents the investment by AAA Investments in Athene, which is valued using the price at which the Athene Holding shares were offered in the Athene Private Placement. The unobservable inputs and respective ranges used are the same as noted for the Athene and AAA Services Derivatives in the table above. See note 17 in our condensed consolidated financial statements for discussion of the Athene Private Placement.
(4)
Balances include other assets, liabilities and general partner interests of AAA Investments. Balance at March 31, 2014 is primarily comprised of net assets allocated to the general partner of $122.6 million less $99.0 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 the price at which the Athene Holding shares were offered in the Athene Private Placement. The unobservable inputs and respective ranges used are the same as noted for the Athene and AAA Services Derivatives in the table above.

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As of December 31, 2013
 
Fair Value
 
Valuation Techniques
 
Unobservable Inputs
 
Ranges
 
Weighted Average
 
(dollars in thousands)
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 Services 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:
 
As of December 31, 2013
 
 
 
% of
Investment
of AAA
Investments
 
(in thousands)
 
 
Approximate values based on net asset value of the underlying funds, which are based on the funds underlying investments that are valued using the following:
 
 
 
Discounted Cash Flow
$
1,950,010

(3)  
100
%
Total Investments
1,950,010

 
100
%
Other net liabilities (4)
(7,959
)
 
 
Total Net Assets
$
1,942,051

 
 

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Table of Contents

(2)
These securities are valued primarily 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 Services Derivatives in the table above.
Athene and AAA Services Derivatives
As of March 31, 2014, the significant unobservable input used in the fair value measurement of the Athene Services Derivative and the AAA Services Derivative (each as defined in note 13 to our condensed consolidated financial statements) is the price at which the Athene Holding shares were offered in the Athene Private Placement which closed on April 4, 2014. The shares of Athene Holding were offered in the Athene Private Placement at $26 per share. Given the proximity to the March 31, 2014 financial statement date, the $26 per share price was considered to be the best measure of fair value and was therefore utilized for valuing the Athene investment at March 31, 2014.
Consolidated VIEs
Investments
The significant unobservable inputs used in the fair value measurement of the bank debt term loans and stocks include the discount rate applied and the multiples applied in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment; conversely decreases in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks. When a comparable multiple model is used to determine fair value, the comparable multiples are generally multiplied by the underlying companies earnings before interest, taxes, depreciation and amortization ("EBITDA") to establish the total enterprise value of the company. The comparable multiple is determined based on the implied trading multiple of public industry peers.
Liabilities
The significant unobservable inputs used in the fair value measurement of the subordinated and senior secured notes include the discount rate applied in the valuation models, default and recovery rates applied in the valuation models. These inputs in isolation can cause significant increases or decreases in fair value. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of subordinated and senior secured notes; conversely a decrease in the discount rate can significantly increase the fair value of subordinated and senior secured notes. The discount rate is determined based on the market rates an investor would expect for similar subordinated and senior secured notes with similar risks.
Contingent Consideration Obligations
The significant unobservable input used in the fair value measurement of the contingent consideration obligations is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of the contingent consideration obligations; conversely a decrease in the discount rate can significantly increase the fair value of the contingent consideration obligations. The discount rate was based on the weighted average cost of capital for the Company. See note 14 for further discussion of the contingent consideration obligations.

Recent Accounting Pronouncements
A list of recent accounting pronouncements that are relevant to Apollo and its industry is included in note 2 to our condensed consolidated financial statements.

Off-Balance Sheet Arrangements
In the normal course of business, we engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications and potential contingent repayment obligations. See note 14 to our condensed consolidated financial statements for a discussion of guarantees and contingent obligations.


Contractual Obligations, Commitments and Contingencies
As of March 31, 2014 , the Company’s material contractual obligations consisted of lease obligations, contractual commitments as part of the ongoing operations of the funds and debt obligations. Fixed and determinable payments due in connection with these obligations are as follows:
 
 
Remaining 2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
 
(in thousands)
Operating lease obligations (1)
$
29,125

 
$
38,234

 
$
36,924

 
$
34,976

 
$
31,528

 
$
53,215

 
$
224,002

Other long-term obligations (2)
4,667

 
1,008

 

 

 

 

 
5,675

2013 AMH Credit Facilities - Term Facility (3)
7,649

 
10,199

 
10,199

 
10,199

 
10,199

 
750,510

 
798,955

2013 AMH Credit Facilities - Revolver Facility (4)
469

 
625

 
625

 
625

 
625

 
31

 
3,000

Obligations as of March 31, 2014
$
41,910

 
$
50,066

 
$
47,748

 
$
45,800

 
$
42,352

 
$
803,756

 
$
1,031,632

 
(1)
The Company has entered into sublease agreements and is expected to contractually receive approximately $9.8 million over the remaining periods of 2014 and thereafter.
(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 1.36% . See note 10 of the condensed consolidated financial statements for further discussion of the 2013 AMH Credit Facilities.
(4)
The commitment fee as of March 31, 2014 on the $500 million undrawn Revolver Facility was 0.125% . See note 10 of the condensed consolidated financial statements for further discussion of the 2013 AMH Credit Facilities.
Note:
Due to the fact that the timing of certain amounts to be paid cannot be determined or for other reasons discussed below, the following contractual commitments have not been presented in the table above.
(i)
As noted previously, we have entered into a tax receivable agreement with our Managing Partners and Contributing Partners which requires us to pay to our Managing Partners and Contributing Partners 85% of any tax savings received by APO Corp. from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.
(ii)
Debt amounts related to the consolidated VIEs are not presented in the table above as the Company is not a guarantor of these non-recourse liabilities.
Commitments
Certain of our management companies and general partners are committed to contribute to the funds and affiliates. While a small percentage of these amounts are funded by us, the majority of these amounts have historically been funded by our affiliates, including certain of our employees and certain Apollo funds. The table below presents the commitment and remaining commitment amounts of Apollo and its affiliates, the percentage of total fund commitments of Apollo and its affiliates, the commitment and remaining commitment amounts of Apollo only (excluding affiliates), and the percentage of total fund commitments of Apollo only (excluding affiliates) for each private equity, credit and real estate fund as of March 31, 2014 as follows ($ in millions):
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)  
8.40

 
$
612.5

 
3.33

 
$
1,494.0

(1)(2)  
$
595.9

 
Fund VII
467.2

(1)  
3.18

 
177.8

 
1.21

 
109.1

(1)  
40.1

 
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

 

 

 

 

 
ANRP
426.1

(1)(2)  
32.21

 
10.1

 
0.76

 
282.1

(1)(2)  
6.9

 
AION
150.0

(2)  
21.43

 
50.0

 
7.14

 
126.7

(2)  
42.0

 
APC
158.4

 
70.56

 
0.1

 
0.04

 
108.1

 
0.1

 
Apollo Rose, L.P.
215.7

(2)(4)  
100

 

 

 
88.3

(2)(4)  

 
A.A Mortgage Opportunities, L.P.
200

(5)  
98.43

 

 

 
150.5

(5)  

 
Credit:
 
 
 
 
 
 
 
 
 
 
 
 
EPF I (6)
369.9

(1)(7)  
20.74

 
24.4

 
1.37

 
64.8

(1)(8)  
5.8

 
EPF II (6)
391.6

(1)(2)  
9.04

 
66.6

 
1.82

 
203.3

(1)(2)  
36.5

 
COF I
451.1

(9)  
30.38

 
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
300.4

(2)  
28.88

 
25.4

 
2.44

 
171.5

(2)  
14.5

 
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 (6)
8.9

 
3.15

 
5.5

 
1.94

 
0.9

 
0.5

 
ESDF
50.0

 
100.00

 

 

 

 

 
FCI
193.5

 
34.62

 

 

 
93.7

 

 
FCI II
254.6

 
16.51

 

 

 
138.1

 

 
Franklin Fund
9.9

 
9.09

 
9.9

 
9.09

 

 

 
Apollo Lincoln Fixed Income Fund
2.5

 
0.99

 
2.5

 
0.99

 
2.5

 
2.5

 
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 (6)
4.8

 
0.99

 
4.8

 
0.99

 
1.7

 
1.7

 
AEC
7.3

 
2.50

 
3.2

 
1.08

 
2.5

 
1.1

 
ACSP
15.0

 
2.44

 
15.0

 
2.44

 
7.9

 
7.9

 
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

 

 

 

 

 
Apollo Structured Credit Recovery Master Fund III, Ltd.
4.2

 
2.44

 
4.2

 
2.44

 
3.8

 
3.8

 
Stone Tower Credit Solutions Master Fund, Ltd.

 

 

 

 

 

 
Stone Tower Credit Strategies Master Fund, Ltd.
10.9

 
12.81

 

 

 

 

 
Apollo Zeus Strategic Investments, L.P.
14

 
3.38

 
14

 
3.38

 
11.3

 
11.3

 
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
AGRE U.S. Real Estate Fund, L.P.
632.2

(1)(2)  
72.91

 
16.5

 
1.90

 
353.2

(1)(2)  
5.7

 
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)
25.3

 
7.80

 
0.8

 
0.23

 
7.9

 
0.2

 
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.
25.4

 
0.84

 
25.4

 
0.84

 
21.4

 
21.4

 
Total
$
7,989.3

 
 
 
$
1,175.6

 
 
 
$
3,852.0

 
$
830.9

 
 
(1)
As of March 31, 2014 , Apollo Palmetto Strategic Partnership, L.P. ("Palmetto") had commitments and remaining commitment amounts in Fund VII of $110.0 million and $24.9 million, respectively, ANRP of $150.0 million and $99.1 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 $220.0 million, respectively, EPF I of $145.9 million and $24.2 million, respectively, EPF II of $75.0 million and $38.8 million, respectively, and Fund VIII of $81.0 million and $78.0 million, respectively. Figures for AGRE U.S. Real Estate Fund, L.P. include Base, Additional, and Co-Invest commitments. A

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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 $1.67 as of March 31, 2014 .
(2)
As of March 31, 2014 , 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 $62.7 million, respectively, AGRE Asia Co-Invest I Limited of $50.0 million and $35.9 million, respectively, AION of $100.0 million and $84.7 million, respectively, ANRP of $200.0 million and $132.3 million, respectively, Apollo Rose, L.P. of $129.4 million and $53.0 million, respectively, COF III of $150.0 million and $85.7 million, respectively, Fund VIII of $850.0 million and $820.2 million respectively, and EPF II of $200.0 million and $102.2 million, respectively. Figures include base, additional, and co-invest commitments, as it relates to AGRE U.S. Real Estate Fund, L.P.
(3)
As of March 31, 2014 , 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, L.P., SOMA had $23.5 million and $9.6 million, respectively, and AESI had $23.5 million and $9.6 million respectively.
(5)
As of March 31, 2014 , COF III had commitments and remaining commitment amounts in A-A Mortgage Opportunities, L.P. of $50.0 million and $37.6 million, respectively.
(6)
Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.38 as of March 31, 2014 .
(7)
Of the total remaining commitment amount in EPF I, AAA Investments (Other), L.P. and SOMA have approximately €9.0 million and €12.5 million, respectively.
(8)
Of the total commitment amount in EPF I, AAA Investments (Other), L.P. and SOMA have approximately €54.5 million and €75.0 million, respectively.
(9)
As of March 31, 2014 , SOMA had commitments and remaining commitment amounts in COF I of $250.0 million and $202.0 million, respectively.
(10)
As of March 31, 2014 , the general partner of ACLF Co-Investment Fund, L.P. ("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 March 31, 2014 , commitments in Palmetto also included commitments related to Apollo Palmetto Athene Partnership, L.P.
(12)
As of March 31, 2014 , EPF I had commitments and remaining commitment amounts in CAI Strategic European Real Estate Limited 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 $1.67 as of March 31, 2014 .

As a limited partner, the general partner and manager of the Apollo private equity, credit and real estate funds, Apollo has unfunded capital commitments at March 31, 2014 and December 31, 2013 of $830.9 million and $843.7 million, respectively.
Apollo has an ongoing obligation to acquire additional common units of AAA in an amount equal to 25% of the aggregate after-tax cash distributions, if any, that are made by AAA to Apollo's affiliates pursuant to the carried interest distribution rights that are applicable to investments made through AAA Investments.
In September 2013, an indirect subsidiary of Apollo Global Management, LLC agreed to invest up to approximately €18.2 million ( $25.1 million ) in a limited partnership (the "KBCD Partnership"), a wholly-owned subsidiary of which has agreed to acquire a minority stake in KBC Bank Deutschland AG, the German subsidiary of Belgian KBC Group NV (and certain third party purchasers agreed to acquire, in aggregate, all of the other shares in KBC Bank Deutschland AG). The aforementioned indirect subsidiary of Apollo Global Management, LLC is the general partner of the KBCD Partnership. The limited partners in the KBCD Partnership are managed by subsidiaries of Apollo Global Management, LLC. The acquisition is subject to antitrust and regulatory approval, which is expected to conclude during the second half of 2014. Consequently, there is no assurance that the acquisition date will close.
On October 2, 2013, Athene Holding Ltd. completed the acquisition of Aviva USA, which markets and sells a variety of fixed annuity and life insurance products in the U.S. through its wholly owned subsidiaries Aviva Life and Annuity Company, an Iowa-domiciled stock life insurance company. Athene also announced that it had completed the sale of Aviva USA's life insurance operations to PLIC USA.

The 2013 AMH Credit Facilities, which provide for a variable-rate term loan, will have future impacts on our cash uses. On December 18, 2013, AMH and its consolidated subsidiaries and certain other subsidiaries of the Company (collectively, the "Borrowers") entered into new credit facilities (the "2013 AMH Credit Facilities") with JPMorgan Chase Bank, N.A. The 2013 AMH Credit Facilities provide for (i) a term loan facility to AMH (the “Term Facility”) that includes $750 million of term loan from third-party lenders and $27l.7 million of term loan held by a subsidiary of the Company and (ii) a $500 million revolving credit facility (the “Revolver Facility”), in each case, with a final maturity date of January 18, 2019.
Interest on the borrowings is based on an adjusted LIBOR rate or alternate base rate, in each case plus an applicable margin, and undrawn revolving commitments bear a commitment fee. Under the terms of the 2013 AMH Credit Facilities, the applicable margin ranges from 1.125% to 1.75% for LIBOR loans and 0.125% to 0.75% for alternate base rate loans, and the undrawn revolving commitment fee ranges from 0.125% to 0.25% , in each case depending on the Company’s corporate rating assigned by Standard & Poor’s Ratings

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Group, Inc. The 2013 AMH Credit Facilities do not require any scheduled amortization payments or other mandatory prepayments (except with respect to overadvances on the Revolver Facility) prior to the final maturity date, and the Borrowers may prepay the loans and/or terminate or reduce the revolving commitments under the 2013 AMH Credit Facilities at any time without penalty. The interest rate on the $750 million Term Facility as of March 31, 2014 was 1.36% and the commitment fee as of March 31, 2014 on the $500 million undrawn Revolver Facility was 0.125% . Interest expense incurred by the Company related to the 2013 AMH Credit Facilities was $2.7 million for the three months ended March 31, 2014 .
As of March 31, 2014 and December 31, 2013 , $750 million of the Term Facility was outstanding with third-party lenders and there is approximately $271.7 million of the Term Facility that is held by a subsidiary of the Company. As of March 31, 2014 and December 31, 2013 the Revolver Facility was undrawn. The estimated fair value of the Company’s long-term debt obligation related to the 2013 AMH Credit Facilities is believed to be approximately $751.9 million based on obtained broker quotes as of March 31, 2014 . The $750 million carrying value of debt that is recorded on the condensed consolidated statement of financial condition at March 31, 2014 is the amount for which the Company expects to settle the 2013 AMH Credit Facilities.
In accordance with U.S. GAAP, the Company determined that the refinancing of the outstanding loans under the 2007 AMH Credit Agreement resulted in a debt extinguishment. The Company capitalized debt issuance costs of $6.6 million incurred in relation to the 2013 AMH Credit Facilities which was recorded in other assets in the condensed consolidated statement of financial condition as of December 31, 2013 to be amortized over the life of the term loan and line of credit. Amortization expense related to the 2013 AMH Credit Facilities was $0.3 million for the three months ended March 31, 2014 .
The 2013 AMH Credit Facilities are guaranteed and collateralized by AMH and its consolidated subsidiaries, Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., AAA Holdings, L.P., 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., ST Holdings GP, LLC and ST Management Holdings, LLC. The 2013 AMH Credit Facilities contain affirmative and negative covenants which limit the ability of the Borrowers, the guarantors and certain of their subsidiaries to, among other things, incur indebtedness and create liens. Additionally, the 2013 AMH Credit Facilities contain financial covenants which require the Borrowers and their subsidiaries to maintain (1) at least $40 billion of fee-generating Assets Under Management and (2) a maximum total net leverage ratio of not more than 4.00 to 1.00 (subject to customary equity cure rights). The 2013 AMH Credit Facilities also contain customary events of default, including events of default arising from non-payment, material misrepresentations, breaches of covenants, cross default to material indebtedness, bankruptcy and changes in control of the Company. As of March 31, 2014 , the Company was not aware of any instances of non-compliance with the financial covenants contained in the 2013 AMH Credit Facilities.
Borrowings under the Revolver Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. In addition, the Borrowers may incur incremental facilities in respect of the Revolver Facility and the Term Facility in an aggregate amount not to exceed $500 million plus additional amounts so long as the Borrowers are in compliance with a net leverage ratio not to exceed 3.75 to 1.00.
In accordance with the Shareholders Agreement, we have indemnified the Managing Partners and certain Contributing Partners (at varying percentages) for any carried interest income distributed from Fund IV, Fund V and Fund VI that is subject to contingent repayment by the general partner. As of March 31, 2014 and December 31, 2013 , the Company had not recorded an obligation for any previously made distributions.

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Contingent Obligations —Carried interest income in private equity and certain credit and real estate funds is subject to reversal in the event of future losses to the extent of the cumulative carried interest recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that has been recognized by Apollo through March 31, 2014 and that would be reversed approximates $4.9 billion . Management views the possibility of all of the investments becoming worthless as remote. Carried interest income is affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable. The table below indicates the potential future reversal of carried interest income:
 
As of 
 March 31, 2014
 
(in thousands)
Private Equity Funds:
 
Fund VII
$
2,332,818

Fund VI
1,394,342

Fund V
90,440

Fund IV
5,287

AAA/Other
219,781

Total Private Equity Funds
4,042,668

Credit Funds:
 
U.S. Performing Credit
438,316

Structured Credit
69,989

European Credit Funds
79,361

Non-Performing Loans
198,830

Opportunistic Credit
59,505

Total Credit Funds
846,001

Real Estate Funds:
 
CPI Funds
3,947

AGRE U.S. Real Estate Fund, L.P.
6,845

Other
4,080

Total Real Estate Funds
14,872

Total
$
4,903,541

Additionally, at the end of the life of certain funds that the Company manages, there could be a payment due to a fund by the Company if the Company as general partner has received more carried interest income than was ultimately earned. This general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund.
Certain funds may not generate carried interest income as a result of unrealized and realized losses that are recognized in the current and prior reporting period. In certain cases, carried interest income will not be generated until additional unrealized and realized gains occur. Any appreciation would first cover the deductions for invested capital, unreturned organizational expenses, operating expenses, management fees and priority returns based on the terms of the respective fund agreements.
AGS, one of the Company’s subsidiaries, provides underwriting commitments in connection with security offerings to the portfolio companies of the funds we manage. As of March 31, 2014 , there were no underwriting commitments outstanding related to such offerings.
Contingent Consideration
In connection with the acquisition of Stone Tower in April 2012, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future carried interest income earned from certain of the Stone Tower funds, CLOs, and strategic investment accounts. This contingent consideration liability had an acquisition date fair value of $117.7 million , which was determined based on the present value of estimated future carried interest payments, and is recorded in profit sharing payable in the condensed consolidated statements of financial condition. The fair value of the contingent obligation was $112.9 million and $121.4 million as of March 31, 2014 and December 31, 2013 , respectively.

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In connection with the Gulf Stream acquisition, the Company agreed to make payments to the former owners of Gulf Stream under a contingent consideration obligation which required the Company to transfer cash to the former owners of Gulf Stream based on a specified percentage of carried interest income. The contingent liability had a fair value of $13.6 million as of March 31, 2014 and December 31, 2013 , which was recorded in profit sharing payable in the condensed consolidated statements of financial condition.
The contingent consideration obligations will be remeasured to fair value at each reporting period until the obligations are satisfied. The changes in the fair value of the contingent consideration obligations will be reflected in profit sharing expense in the condensed consolidated statements of operations.
The Company has determined that the contingent consideration obligations are categorized as a Level III liability in the fair value hierarchy as the pricing inputs used to determine fair value require significant management judgment and estimation. See note 5 of the condensed consolidated financial statements for further disclosure regarding fair value of the contingent consideration obligation.

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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our predominant exposure to market risk is related to our role as investment manager and general partner for our funds and the sensitivity to movements in the fair value of their investments and resulting impact on carried interest income and management fee revenues. Our direct investments in the funds also expose us to market risk whereby movements in the fair values of the underlying investments will increase or decrease both net gains (losses) from investment activities and income (loss) from equity method investments. For a discussion of the impact of market risk factors on our financial instruments see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Investments, at Fair Value.”
The fair value of our financial assets and liabilities of our funds may fluctuate in response to changes in the value of investments, foreign exchange, commodities and interest rates. The net effect of these fair value changes impacts the gains and losses from investments in our condensed consolidated statements of operations. However, the majority of these fair value changes are absorbed by the Non-Controlling Interests.
The Company is subject to a concentration risk related to the investors in its funds. Although there are more than approximately 1,000 limited partner investors in Apollo’s active private equity, credit and real estate funds, no individual investor accounts for more than 10% of the total committed capital to Apollo’s active funds.
Risks are analyzed across funds from the “bottom up” and from the “top down” with a particular focus on asymmetric risk. We gather and analyze data, monitor investments and markets in detail, and constantly strive to better quantify, qualify and circumscribe relevant risks.
Each risk management process is subject to our overall risk tolerance and philosophy and our enterprise-wide risk management framework. This framework includes identifying, measuring and managing market, credit and operational risks at each segment, as well as at the fund and Company level.
Each segment runs its own investment and risk management process subject to our overall risk tolerance and philosophy:
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.
At the direction of the Company’s manager, the Company has established a risk committee comprised of various members of senior management including the Company's Chief Financial Officer, Chief Legal Officer, and the Company's global head of risk. The risk committee is tasked with assisting the Company’s manager in monitoring and managing enterprise-wide risk. The risk committee generally meets on a bi-weekly basis and reports to the executive committee of the Company’s manager at such times as the committee deems appropriate and at least on an annual basis.
On at least a monthly basis, the Company’s risk department provides a summary analysis of fund level market and credit risk to the portfolio managers of the Company’s funds and the heads of the various business segments. On a periodic basis, the Company’s risk department presents a consolidated summary analysis of fund level market and credit risk to the Company’s risk committee. In addition, the Company’s global head of risk reviews specific investments from the perspective of risk mitigation and discusses such analysis with the Company’s risk committee and/or the executive committee of the Company’s manager at such times as the Company’s global head of risk determines such discussions are warranted. On an annual basis, the Company’s global head of risk provides the executive committee of the Company’s manager with a comprehensive overview of risk management along with an update on current and future risk initiatives.
Impact on Management Fees —Our management fees are based on one of the following:
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.

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Management fees could be impacted by changes in market risk factors and management could consider an investment permanently impaired as a result of (i) such market risk factors causing changes in invested capital or in market values to below cost, in the case of our private equity funds and certain credit funds, or (ii) such market risk factors causing changes in gross or net asset value, for the credit funds. The proportion of our management fees that are based on NAV is dependent on the number and types of our funds in existence and the current stage of each fund’s life cycle.
Impact on Advisory and Transaction Fees —We earn transaction fees relating to the negotiation of private equity, credit and real estate transactions and may obtain reimbursement for certain out-of-pocket expenses incurred. Subsequently, on a quarterly or annual basis, ongoing advisory fees, and additional transaction fees in connection with additional purchases, dispositions, or follow-on transactions, may be earned. Management Fee Offsets and any broken deal costs are reflected as a reduction to advisory and transaction fees from affiliates, net. Advisory and transaction fees will be impacted by changes in market risk factors to the extent that they limit our opportunities to engage in private equity, credit and real estate transactions or impair our ability to consummate such transactions. The impact of changes in market risk factors on advisory and transaction fees is not readily predicted or estimated.
Impact on Carried Interest Income —We earn carried interest income from our funds as a result of such funds achieving specified performance criteria. Our carried interest income will be impacted by changes in market risk factors. However, several major factors will influence the degree of impact:
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.
As a result, the impact of changes in market risk factors on carried interest income will vary widely from fund to fund. The impact is heavily dependent on the prior and future performance of each fund, and therefore is not readily predicted or estimated.
Market Risk —We are directly and indirectly affected by changes in market conditions. Market risk generally represents the risk that values of assets and liabilities or revenues and expenses will be adversely affected by changes in market conditions. Market risk is inherent in each of our investments and activities, including equity investments, loans, short-term borrowings, long-term debt, hedging instruments, credit default swaps, and derivatives. Just a few of the market conditions that may shift from time to time, thereby exposing us to market risk, include fluctuations in interest and currency exchange rates, equity prices, changes in the implied volatility of interest rates and price deterioration. For example, subsequent to the second quarter of 2007, debt capital markets around the world began to experience significant dislocation, severely limiting the availability of new credit to facilitate new traditional buyouts, and the markets remain volatile. Volatility in debt and equity markets can impact our pace of capital deployment, the timing of receipt of transaction fee revenues, and the timing of realizations. These market conditions could have an impact on the value of investments and our rates of return. Accordingly, depending on the instruments or activities impacted, market risks can have wide ranging, complex adverse effects on our results from operations and our overall financial condition. We monitor our market risk using certain strategies and methodologies which management evaluates periodically for appropriateness. We intend to continue to monitor this risk going forward and continue to monitor our exposure to all market factors.
Interest Rate Risk— Interest rate risk represents exposure we have to instruments whose values vary with the change in interest rates. These instruments include, but are not limited to, loans, borrowings and derivative instruments. We may seek to mitigate risks associated with the exposures by taking offsetting positions in derivative contracts. Hedging instruments allow us to seek to mitigate risks by reducing the effect of movements in the level of interest rates, changes in the shape of the yield curve, as well as, changes in interest rate volatility. Hedging instruments used to mitigate these risks may include related derivatives such as options, futures and swaps.
Credit Risk— Certain of our funds are subject to certain inherent risks through their investments.
Certain of our entities invest substantially all of their excess cash in open-end money market funds and money market demand accounts, which are included in cash and cash equivalents. The money market funds invest primarily in government securities and other short-term, highly liquid instruments with a low risk of loss. We continually monitor the funds’ performance in order to manage any risk associated with these investments.

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Certain of our entities hold derivative instruments that contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. We seek to minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines. We do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.
Foreign Exchange Risk— Foreign exchange risk represents exposures we have to changes in the values of current holdings and future cash flows denominated in other currencies and investments in non-U.S. companies. The types of investments exposed to this risk include investments in foreign subsidiaries, foreign currency-denominated loans, foreign currency-denominated transactions, and various foreign exchange derivative instruments whose values fluctuate with changes in currency exchange rates or foreign interest rates. Instruments used to mitigate this risk are foreign exchange options, currency swaps, futures and forwards. These instruments may be used to help insulate us against losses that may arise due to volatile movements in foreign exchange rates and/or interest rates.
Non-U.S. Operations— We conduct business throughout the world and are continuing to expand into foreign markets. We currently have offices outside the U.S. in Toronto, London, Frankfurt, Luxembourg, Mumbai, Hong Kong and Singapore, and have been strategically growing our international presence. Our fund investments and our revenues are primarily derived from our U.S. operations. With respect to our non-U.S. operations, we are subject to risk of loss from currency fluctuations, social instability, changes in governmental policies or policies of central banks, expropriation, nationalization, unfavorable political and diplomatic developments and changes in legislation relating to non-U.S. ownership. Our funds also invest in the securities of companies which are located in non-U.S. jurisdictions. As we continue to expand globally, we will continue to focus on monitoring and managing these risk factors as they relate to specific non-U.S. investments.

ITEM 4.
CONTROLS AND PROCEDURES
We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
No changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during our most recent quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
Litigation and Contingencies— Apollo is, from time to time, party to various legal actions arising in the ordinary course of business, including claims and litigation, reviews, investigations and proceedings by governmental and self regulatory agencies regarding our business
In March 2012, plaintiffs filed two putative class actions, captioned Kelm v. Chase Bank (No. 12-cv-332) and Miller v. 1-800-Flowers.com, Inc. (No. 12-cv-396), in the District of Connecticut on behalf of a class of consumers alleging online fraud. The defendants included, among others, Trilegiant Corporation, Inc. (“Trilegiant”), its parent company, Affinion Group, LLC

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(“Affinion”), and Apollo Global Management, LLC (“AGM”), which is affiliated with funds that are the beneficial owners of 68% of Affinion’s common stock. In both cases, plaintiffs allege that Trilegiant, aided by its business partners, who include e-merchants and credit card companies, developed a set of business practices intended to create consumer confusion and ultimately defraud consumers into unknowingly paying fees to clubs for unwanted services. Plaintiffs allege that AGM is a proper defendant because of its indirect stock ownership and ability to appoint the majority of Affinion’s board. The complaints assert claims under the Racketeer Influenced Corrupt Organizations Act; the Electronic Communications Privacy Act; the Connecticut Unfair Trade Practices Act; and the California Business and Professional Code, and seek, among other things, restitution or disgorgement, injunctive relief, compensatory, treble and punitive damages, and attorneys’ fees. The allegations in Kelm and Miller are substantially similar to those in Schnabel v. Trilegiant Corp. (No. 3:10-cv-957), a putative class action filed in the District of Connecticut in 2010 that names only Trilegiant and Affinion as defendants. The court has consolidated the Kelm, Miller, and Schnabel cases under the caption In re: Trilegiant Corporation, Inc. and ordered that they proceed on the same schedule. On June 18, 2012, the court appointed lead plaintiffs’ counsel, and on September 7, 2012, plaintiffs filed their consolidated amended complaint (“CAC”), which alleges the same causes of action against AGM as did the complaints in the Kelm and Miller cases. Defendants filed motions to dismiss on December 7, 2012, plaintiffs filed opposition papers on February 7, 2013, and defendants filed replies on April 5, 2013. On December 5, 2012, plaintiffs filed another putative class action, captioned Frank v. Trilegiant Corp. (No. 12-cv-1721), in the District of Connecticut, naming the same defendants and containing allegations substantially similar to those in the CAC. On January 23, 2013, plaintiffs moved to transfer and consolidate Frank into In re: Trilegiant. On June 13, 2013, the Court extended all defendants’ deadlines to respond to the Frank complaint until 21 days after a ruling on the motion to transfer and consolidate. On July 24, 2013 the Frank court transferred the case to Judge Bryant, who is presiding over In re: Trilegiant, and on March 28, 2014, Judge Bryant granted the motion to consolidate. On September 25, 2013, the Court held oral argument on Defendants’ motions to dismiss. On March 28, 2014, the Court granted in part and denied in part motions to dismiss filed by Affinion and Trilegiant on behalf of all defendants, and also granted separate motions to dismiss filed by certain defendants, including AGM. On that same day, the Court directed the Clerk to terminate AGM as a defendant in the consolidated action. On April 28, 2014, plaintiffs moved for interlocutory review of certain of the Court’s motion-to-dismiss rulings, not including its order granting AGM’s separate dismissal motion. Defendants’ response is due on May 19, 2014.
Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of Apollo have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo's funds, seeking information regarding the use of placement agents. CalPERS, one of our Strategic Investors, announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. The Report of the CalPERS Special Review was issued on March 14, 2011. That report does not allege any wrongdoing on the part of Apollo or its affiliates. Apollo is continuing to cooperate with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC ("Arvco") (a placement agent that Apollo has used) and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS's purchase of securities in various funds managed by Apollo and another asset manager. Apollo is not a party to the civil lawsuit and the lawsuit does not allege any misconduct on the part of Apollo. Likewise, on April 23, 2012, the United States Securities and Exchange Commission filed a lawsuit alleging securities fraud on the part of Arvco, as well as Messrs. Buenrostro and Villalobos, in connection with their activities concerning certain CalPERS investments in funds managed by Apollo. This lawsuit also does not allege wrongdoing on the part of Apollo, and in fact alleges that Apollo was defrauded by Arvco, Villalobos, and Buenrostro. Finally, on March 14, 2013, the United States Department of Justice unsealed an indictment against Messrs. Villalobos and Buenrostro alleging, among other crimes, fraud in connection with those same activities; again, Apollo is not accused of any wrongdoing and in fact is alleged to have been defrauded by the defendants. Additionally, on April 15, 2013, Mr. Villalobos, Arvco and related entities (the "Arvco Debtors") brought a civil action in the United States Bankruptcy Court for the District of Nevada against Apollo. This action alleges that Arvco served as a placement agent for Apollo in connection with several funds associated with Apollo, and seek to recover purported fees they claim Apollo has not paid them for a portion of Arvco's placement agent services. In addition, the Arvco Debtors allege that Apollo has interfered with the Arvco Debtors' commercial relationships with third parties, purportedly causing the Arvco Debtors to lose business and to incur fees and expenses in the defense of various investigations and litigations. The Arvco Debtors also seek compensation from Apollo for these alleged lost profits and fees and expenses. The Arvco Debtors' complaint asserts various theories of recovery under the Bankruptcy Code and the common law. Apollo denies the merit of all of the Arvco Debtors' claims and will vigorously contest them. The Bankruptcy Court has stayed the civil action until the conclusion of the criminal trial against Messrs. Buenrostro and Villalobos, which is currently scheduled for July 21, 2014. For these reasons, no estimate of possible loss, if any, can be made at this time.
On July 9, 2012, Apollo was served with a subpoena by the New York Attorney General’s Office regarding Apollo’s fee waiver program. The subpoena is part of what we understand to be an industry-wide investigation by the New York Attorney General into the tax implications of the fee waiver program implemented by numerous private equity and hedge funds. Under the fee waiver program, individual fund managers for certain Apollo-managed funds prospectively elected to waive their management

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fees. Program participants received an interest in the future profits, if any, that would be earned on the invested amounts representing waived fees. They receive such profits from time to time in the ordinary course when distributions are made generally, as provided for in the applicable fund governing documents and waiver agreements. Four Apollo funds implemented the program, but the investment period for all funds was terminated as of December 31, 2012. Apollo believes its fee waiver program complies with all applicable laws, and is cooperating with the investigation.
On May 19, 2013, Apollo was served with a subpoena by the New York State Department of Financial Services (the “DFS”) regarding its investments in any annuity or life businesses, or annuity contracts or life policies. The subpoena is part of what we understand to be an industry-wide investigation by the DFS into investments by financial institutions in annuity and life insurance companies. Apollo is cooperating with the investigation.
Although the ultimate outcome of these matters cannot be ascertained at this time, we are of the opinion, after consultation with counsel, that the resolution of any such matters to which we are a party at this time will not have a material adverse effect on our condensed consolidated financial statements. Legal actions material to us could, however, arise in the future.

ITEM 1A.     RISK FACTORS
For a discussion of our potential risks and uncertainties, see the information under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 3, 2014, which is accessible on the Securities and Exchange Commission's website at www.sec.gov. There have been no material changes to the risk factors for the three months ended March 31, 2014 .
The risks described in our Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/ or operating results.

ITEM 2.
UNREGISTERED SALE OF EQUITY SECURITIES
Unregistered Sale of Equity Securities
On January 15, 2014, February 11, 2014 and February 26, 2014, we issued 138,241, 2,531,098 and 2,530 Class A shares, net of taxes, to Apollo Management Holdings, L.P., respectively, for an aggregate purchase price of $4,924,158, $82,260,695 and $79,746, respectively. The issuances were exempt from registration under the Securities Act in accordance with Section 4(a)(2) and Rule 506(b) thereof, as transactions by the issuer not involving a public offering. We determined that the purchaser of Class A shares in the transactions, Apollo Management Holdings, L.P., was an accredited investor.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
Not applicable.

ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.
OTHER INFORMATION

None.

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ITEM 6.
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)).
 
 

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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
  
Second Amended and Restated Exchange Agreement, dated as of March 5, 2014, 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.
 
 
 
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)).

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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)).
 
 

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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
  
Amended Form of Independent Director Engagement Letter.
 
 
+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 (incorporated by reference to Exhibit 10.41 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
 
 
 
+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 (incorporated by reference to Exhibit 10.42 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
 
 
+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 (incorporated by reference to Exhibit 10.43 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
 
 
 
+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 (incorporated by reference to Exhibit 10.44 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
 
 
+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 (incorporated by reference to Exhibit 10.45 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
 
 
 
+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 (incorporated by reference to Exhibit 10.46 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
 
 
 
+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 (incorporated by reference to Exhibit 10.47 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).

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+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(incorporated by reference to Exhibit 10.48 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
 
 
 
+10.49
 
Second Amended and Restated Exempted Limited Partnership Agreement of AGM Incentive Pool, L.P., dated June 29, 2012 (incorporated by reference to Exhibit 10.49 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
 
 
 
+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 (incorporated by reference to Exhibit 10.50 to the Registrant's Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).

 
 
 
*10.51
 
Transition Agreement, dated as of March 19, 2014, by and among Marc A. Spilker, Apollo Management Holdings, L.P. and Apollo Global Management, LLC.
 
 
 
*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.
+
Management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other

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documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
 
Apollo Global Management, LLC
 
 
(Registrant)
 
 
 
Date: May 9, 2014
By:
/s/ Martin Kelly
 
 
Name:
Martin Kelly
 
 
Title:
Chief Financial Officer
(principal financial officer and
authorized signatory)


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SECOND AMENDED AND RESTATED EXCHANGE AGREEMENT

SECOND AMENDED AND RESTATED EXCHANGE AGREEMENT (the “ Agreement ”), dated as of March 5, 2014, among Apollo Global Management, LLC, a Delaware limited liability company, 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, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and the Apollo Principal Holders (as defined herein) from time to time that are party hereto.
WHEREAS, the original Exchange Agreement 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 Management Holdings, L.P., a Delaware limited partnership, and the Apollo Principal Holders dated as of July 13, 2007 (the “ Original Exchange Agreement ”) provided for the exchange of certain AOG Units for Class A Shares, on the terms and subject to the conditions set forth therein; and
WHEREAS, the parties to the Original Exchange Agreement together with 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. and AMH Holdings (Cayman), L.P. entered into that certain Amended and Restated Exchange Agreement dated as of May 6, 2013 (the “ Amended & Restated Exchange Agreement ”) and now desire to enter into this Agreement to amend and restate the Amended & Restated Exchange Agreement in its entirety as more fully set forth below;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1
DEFINITIONS.
The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.
A Exchange ” has the meaning set forth in Section 2.1(a)(i) of this Agreement.
Agreement ” has the meaning set forth in the preamble of this Agreement.





Agreement Among Principals ” means the Agreement Among Principals, dated as of July 13, 2007, 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., as may be amended, supplemented or restated from time to time.
AMH Holdings ” means AMH Holdings (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.
Amended & Restated Exchange Agreement ” has the meaning set forth in the recitals of this Agreement.
AOG Unit ” shall have the meaning given to the term “Operating Group Unit” in the Shareholders Agreement.
APO Corp. ” means APO Corp., a corporation formed under the laws of the State of Delaware, and any successor thereto.
APO FC ” means APO (FC), LLC, an Anguilla limited liability company, and any successor thereto.
APO LLC ” means APO Asset Co, LLC., a limited liability company formed under the laws of the State of Delaware, and any successor thereto.
Apollo Operating Group ” shall have the meaning given to such term in the Shareholders Agreement.
Apollo Principal I ” means Apollo Principal Holdings I, L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.
Apollo Principal II ” means Apollo Principal Holdings II, L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.
Apollo Principal III ” means Apollo Principal Holdings III, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.
Apollo Principal IV ” means Apollo Principal Holdings IV, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.
Apollo Principal V ” means Apollo Principal Holdings V, L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.
Apollo Principal VI ” means Apollo Principal Holdings VI, L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.
Apollo Principal VII ” means Apollo Principal Holdings VII, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.

2



Apollo Principal VIII ” means Apollo Principal Holdings VIII, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.
Apollo Principal IX ” means Apollo Principal Holdings IX, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.
Apollo Principal Holder ” means each Person and their Permitted Transferees (as such term is defined in the Agreement Among Principals) that is as of May 6, 2013 or thereafter becomes from time to time a limited partner of each of the Apollo Principal Partnerships pursuant to the terms of the Apollo Principal Partnership Agreements, other than (i) the Issuer and (ii) for the avoidance of doubt APO Corp., APO FC and APO LLC and their respective subsidiaries.
Apollo Principal Partnership Agreements ” means, collectively, the Third Amended and Restated Limited Partnership Agreement of Apollo Principal I dated as of April 14, 2010, the Third Amended and Restated Limited Partnership Agreement of Apollo Principal II dated as of April 14, 2010, the Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal III dated as of April 14, 2010, the Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal IV dated as of April 14, 2010, the Second Amended and Restated Limited Partnership Agreement of Apollo Principal V dated as of April 14, 2010, the Second Amended and Restated Limited Partnership Agreement of Apollo Principal VI dated as of April 14, 2010, the Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal VII dated as of April 14, 2010, the Second Amended and Restated Limited Partnership Agreement of Apollo Principal VIII dated as of April 14, 2010, the Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal IX dated as of April 14, 2010, the Amended and Restated Exempted Limited Partnership Agreement of AMH Holdings dated September 30, 2012, and the partnership agreement of any other partnership formed after May 6, 2013 that becomes an Apollo Principal Partnership, as each may be amended, supplemented or restated from time to time.
Apollo Principal Partnerships ” means, collectively, Apollo Principal I, Apollo Principal II, Apollo Principal III, Apollo Principal IV, Apollo Principal V, Apollo Principal VI, Apollo Principal VII, Apollo Principal VIII, Apollo Principal IX, AMH Holdings and any other partnership formed after May 6, 2013 that has executed and delivered a joinder agreement hereto.
AP Professional ” means AP Professional Holdings, L.P., an exempted limited partnership formed under the laws of the Cayman Islands.
AP Professional Partnership Agreement ” means the Second Amended and Restated Exempted Limited Partnership Agreement of AP Professional dated as of July 13, 2007, as may be amended, supplemented or restated from time to time.
B Exchange ” has the meaning set forth in Section 2.1(a)(ii) of this Agreement.
Business Day ” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

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Charity ” means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Section 170(c)(2)(A) of the Code) and described in Sections 2055(a) and 2522 of the Code.
Class A Shares ” means the Class A Shares of the Issuer representing Class A limited liability company interests of the Issuer and any equity securities issued or issuable in exchange for or with respect to such Class A Shares (i) by way of a dividend, split or combination of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation or other reorganization.
Code ” means the Internal Revenue Code of 1986, as amended.
Delaware Arbitration Act ” has the meaning set forth in Section 3.8(d) of this Agreement.
Exchange ” means the principal securities exchange on which Class A Shares are traded.
Exchange Rate ” means the number of Class A Shares for which an AOG Unit is entitled to be exchanged. On the date of this Agreement, the Exchange Rate shall be 1 for 1 subject to adjustments as provided in Section 2.4 .
Exchange Shelf Registration Statement ” has the meaning set forth in Section 2.3(a) of this Agreement.
Governing Body ” means the manager of the Issuer, so long as one exists, and thereafter the Board of Directors of the Issuer.
Initial Quarterly Exchange Date ” has the meaning set forth in Section 2.2(a)(ii) of this Agreement.
Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor thereto.
Issuer Operating Agreement ” means the Amended and Restated Limited Liability Company Agreement of the Issuer, dated as of July 13, 2007, as may be amended, supplemented or restated from time to time.
Insider Trading Policy ” means the Insider Trading Policy of the Issuer applicable to the directors, executive officers and employees of the Issuer or its manager or the Issuer’s subsidiaries, as such Insider Trading Policy may be amended from time to time.
Notice Date ” means, with respect to each Quarter, the date that is at least sixty (60) days prior to the Quarterly Exchange Date provided in clause (iii) of the definition of “Quarterly Exchange Date”; provided , that for purposes of determining the Notice Date in reference to Section 2.2(b)(i) or (ii) of the Agreement, such Notice Date shall be that single date that is sixty (60) days prior to the Quarterly Exchange Date provided in clause (iii) of the definition of “Quarterly Exchange Date” (without giving effect to the application of clauses (A) or (B) of the proviso thereof).
Original Exchange Agreement ” has the meaning set forth in the preamble of this Agreement.

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Person ” shall be construed broadly and includes any individual, corporation, partnership, firm, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.
Public Offering ” means a public offering of Class A Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.
Qualifying Entity ” has the meaning set forth in Section 2.7 of this Agreement.
Quarter ” means, unless the context requires otherwise, a fiscal quarter of the Issuer.
Quarterly Exchange Date ” means, for each Quarter, unless otherwise required by Section 409A of the Code: (i) with respect to any amount of Class A Shares to be issued upon exchange of AOG Units and offered in an underwritten Public Offering, the closing date of such underwritten offering (or if such underwritten Public Offering does not occur, the next Business Day following the date when it has been determined such underwritten Public Offering will not occur), (ii) with respect to any amount of Class A Shares to be issued upon exchange of AOG Units and offered pursuant to the exercise of an underwriter’s over-allotment option granted in connection with an underwritten Public Offering, the closing date of such sale of Class A Shares pursuant to the exercise of such over-allotment option (or if such over-allotment option is not exercised or is not exercised in full, the exchange as to such portion shall occur on the Business Day immediately following the lapse of the over-allotment option period) and (iii) with respect to any amount of Class A Shares to be issued upon exchange of AOG Units for sale, disposition or transfer other than pursuant to clauses (i) and (ii) of this definition, the first Business Day that directors, executive officers and employees of the Issuer or its manager or the Issuer’s subsidiaries are permitted to trade under the Insider Trading Policy; provided , however , that (A) to the extent an Apollo Principal Holder has delivered a notice of exchange for a B Exchange and has also notified the Issuer prior to the first Quarterly Exchange Date on which any AOG Units may be exchanged hereunder that a portion of the AOG Units to be exchanged under such notice will be offered in an underwritten Public Offering, then all AOG Units set forth in such notice to be exchanged by such Apollo Principal Holder shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) and (ii) hereof, as applicable; (B) to the extent an Apollo Principal Holder has delivered concurrently a notice of an A Exchange and a B Exchange with respect to any Quarter in which AOG Units may be exchanged, then all AOG Units set forth in such notices shall be exchanged on two or more separate Quarterly Exchange Dates during such Quarter (as provided in Section 2.2(a)(ii)), and (C) all references to Quarterly Exchange Date under the Shareholders Agreement, the Agreement Among Principals and the Roll-Up Agreements shall be deemed to refer only to the exchange date set forth in clause (iii) of this definition (without giving effect to the application of clauses (A) and (B) of the proviso hereof).
Roll-Up Agreements ” means the Roll-Up Agreements, dated as of July 13, 2007, among the various Contributing Partners and BRH Holdings, L.P., AP Professional Holdings, L.P., APO Asset Co., LLC, APO Corp., and Apollo Global Management, LLC, as each may be amended, supplemented or restated from time to time.

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Shareholders Agreement ” means the Shareholders Agreement, dated as of July 13, 2007, among the Issuer, AP Professional and the other parties thereto, as may be amended, supplemented or restated from time to time.
Subsequent Quarterly Exchange Date ” has the meaning set forth in Section 2.2(a)(ii) of this Agreement.
Suspension Period ” has the meaning set forth in Section 2.3(a)(i) of this Agreement.
Tax Receivable Agreement ” means the Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013, among APO Corp., Apollo Principal II, Apollo Principal IV, Apollo Principal VI, Apollo Principal VIII, AMH Holdings and the other parties thereto, as may be amended, supplemented or restated from time to time.
Transfer Agent ” means such bank, trust company or other Person as shall be appointed from time to time by the Issuer pursuant to the Issuer Operating Agreement to act as registrar and transfer agent for the Class A Shares.
ARTICLE II
EXCHANGE OF AOG UNITS
SECTION 2.1
EXCHANGE OF AOG UNITS.
(a)    Subject to adjustment as provided in this Article II, the provisions of the Apollo Principal Partnership Agreements and the Issuer Operating Agreement, each Apollo Principal Holder shall be entitled to exchange AOG Units held by such Apollo Principal Holder on any Quarterly Exchange Date as follows:
(i)    For the purpose of making a gratuitous transfer to any Charity, an Apollo Principal Holder may surrender AOG Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, an “ A Exchange ”); or
(ii)    An Apollo Principal Holder may transfer AOG Units, at the sole discretion of APO Corp. and APO FC, to APO Corp. and/or APO FC, in exchange for the delivery by APO Corp. and/or APO FC, as the case may be, of a number of Class A Shares equal to the product of such number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, a “ B Exchange ”);
(b)    On the Quarterly Exchange Date that AOG Units are surrendered for exchange, all rights of the exchanging Apollo Principal Holder as holder of such AOG Units shall cease, and such exchanging Apollo Principal Holder shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of such Class A Shares and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with the Issuer Operating Agreement.

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(c)    For the avoidance of doubt, any exchange of AOG Units shall be subject to the provisions of the Apollo Principal Partnership Agreements; provided, that, to the extent consent of any Person shall be required pursuant to the provisions of the Apollo Principal Partnership Agreements, the Issuer, APO Corp. and/or APO FC, as applicable, shall use commercially reasonable efforts to cause such consent to be obtained (if not already obtained).
(d)    Notwithstanding anything in this Agreement to the contrary, no Apollo Principal Holder may exchange any AOG Units held by it pursuant to this Agreement except at the same time and to the same extent that it, or the Person on whose behalf it is requesting such exchange, would be entitled to effect transfers of his Pecuniary Interests (as defined in the Shareholders Agreement) under Section 2.2 of the Shareholders Agreement.
SECTION 2.2
EXCHANGE PROCEDURES; NOTICES AND REVOCATIONS.
(a)    (i)    An Apollo Principal Holder may exercise the right to exchange AOG Units set forth in Section 2.1(a) above by providing a written notice of exchange no later than the applicable Notice Date to:
(A)    in the case of an A Exchange, the Issuer substantially in the form of Exhibit A hereto, and
(B)    in the case of a B Exchange, APO Corp. and APO FC substantially in the form of Exhibit B hereto, in each case, executed by such holder or such holder's duly authorized attorney in respect of the AOG Units to be exchanged, and delivered during normal business hours at the principal executive offices of the Issuer or APO Corp. and APO FC, as applicable.
(ii)    If an Apollo Principal Holder provides written notices of exchange for both an A Exchange and a B Exchange to occur in the same Quarter, such Apollo Principal Holder shall cause the A Exchange and the B Exchange to occur on two or more separate exchange dates during the Quarter for which such notices of exchange relate. Except as provided below with respect to an underwritten Public Offering, (a) the B Exchange identified by the Apollo Principal Holder in the applicable notice of exchange shall occur on the date provided in clause (iii) of the definition of “Quarterly Exchange Date” (such date being, the “ Initial Quarterly Exchange Date ”) and the A Exchange identified by the Apollo Principal Holder in the applicable notice of exchange shall occur on the first Business Day that is at least 11 days following the Initial Quarterly Exchange Date (such date being referred to herein as a “ Subsequent Quarterly Exchange Date ”); provided that to the extent that an Apollo Principal Holder has delivered a notice of exchange for both an A Exchange and a B Exchange to occur in the same Quarter and has also notified the Issuer prior to the first Quarterly Exchange Date during the applicable Quarter on which any AOG Units may be exchanged hereunder that a portion of the AOG Units to be exchanged in a B Exchange under such notices of exchange will be offered in an underwritten Public Offering, then all AOG Units set forth in the notice of exchange for the B Exchange shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) and (ii) of the definition of Quarterly Exchange Date, as applicable (the last of such dates being deemed the Initial Quarterly Exchange Date for purposes of this Section 2(a)(ii) ), and the AOG Units set forth in the notice of exchange for the A Exchange shall be exchanged

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on the Subsequent Quarterly Exchange Date. For purposes of this Agreement, each of the Initial Quarterly Exchange Date and the Subsequent Quarterly Exchange Date shall be treated as a Quarterly Exchange Date.
(b)    (i)    With respect to any notice of exchange, an Apollo Principal Holder may irrevocably revoke any such notice in whole, but not in part, with respect to such AOG Units to be exchanged (which, for the avoidance of doubt, shall apply to all AOG Units subject to such notice) in writing on or before the Business Day immediately preceding the first Quarterly Exchange Date on which any AOG Units may be exchanged following the Notice Date with respect to which such notice was given, but only in the event that the closing trading price per share of the Class A Shares on the Exchange on the Business Day immediately preceding date of revocation is at least 10% lower than the closing trading price per share of the Class A Shares on the Exchange on the Notice Date with respect to which such notice was given.
(ii)    In addition to and not in limitation of Section 2.2(b)(i) , with respect to any notice of exchange for which Class A Shares issued upon exchange will be offered in an underwritten Public Offering, an Apollo Principal Holder may irrevocably revoke any such notice in whole, but not in part, with respect to all AOG Units to be exchanged (which, for the avoidance of doubt, shall apply to all AOG Units subject to such notice) in writing immediately before the pricing of the underwritten Public Offering, but only in the event that the gross price per Class A share offered to the public is at least 10% lower than the closing trading price per share of the Class A Shares on the Exchange on the Notice Date with respect to which such notice was given.
(iii)    Notwithstanding anything to the contrary herein, with respect to any notice of exchange (A) if no revocation shall have been made pursuant to Section 2.2(b)(i) above prior to the Business Day immediately preceding the first Quarterly Exchange Date on which any AOG Units may be exchanged following the Notice Date with respect to which such notice was given, then the ability of an Apollo Principal Holder to revoke any exchange pursuant to Section 2.2(b)(i) shall lapse and (B) no Apollo Principal Holder that makes any revocation with respect to a Quarterly Exchange Date as provided in Section 2.2(b)(i) or (ii) above may exercise the right to exchange AOG Units set forth in Section 2.1(a) in respect of any Quarterly Exchange Date in the next upcoming Quarter.
(c)    As promptly as practicable following the surrender for exchange of AOG Units in the manner provided in this Article II , the Issuer, in the case of an A Exchange, or APO Corp. and/or APO FC, as applicable, in the case of a B Exchange, shall deliver or cause to be delivered at the principal executive offices of the Issuer or at the office of the Transfer Agent the number of Class A Shares issuable upon such exchange, issued in the name of such exchanging Apollo Principal Holder.
(d)    The Issuer, in the case of an A Exchange, or APO Corp. and APO FC in the case of a B Exchange, may adopt reasonable procedures for the implementation of the exchange provisions set forth in this Article II, including, without limitation, procedures for the giving of notice of an election for exchange. Further, APO Corp. and APO FC will coordinate with the Issuer to guarantee that APO Corp. and APO FC will have sufficient Class A Shares to meet APO Corp’s

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or APO FC’s obligation to deliver Class A Shares in exchange of AOG Units on each Quarterly Exchange Date. This will be accomplished so as to result in APO Corp. and APO FC, if relevant, purchasing such Class A Shares, such that the acquisition of Class A Shares is a taxable event pursuant to Section 1001 of the Code.
SECTION 2.3
REGISTRATION, BLACKOUT PERIODS, CUTBACKS AND OWNERSHIP RESTRICTIONS.
(a)    In respect of each Quarterly Exchange Date:
(i)    The Issuer shall use commercially reasonable efforts to file and cause to become effective a registration statement on Form S-3 relating to the exchange of AOG Units for Class A Shares (the “ Exchange Shelf Registration Statement ”) and shall use commercially reasonable efforts to keep the Exchange Shelf Registration Statement continuously effective. Notwithstanding the foregoing, the Issuer shall be entitled to suspend the use of the prospectus included in the Exchange Shelf Registration Statement for a reasonable period of time not to exceed 90 days in succession or 180 days in the aggregate in any 12-month period (a “ Suspension Period ”) if the Company shall determine in its reasonable judgment that (A) it is not feasible for the Shareholder to use the prospectus for the exchange of Class A Shares because of the unavailability of audited or other required financial statements, provided that the Issuer shall use its reasonable efforts to obtain such financial statements as promptly as practicable, or (B) the filing or effectiveness of the prospectus relating to the Exchange Shelf Registration Statement would cause the disclosure of material, non-public information that the Issuer has a bona fide business purpose for preserving as confidential; provided , however , that any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from an Apollo Principal Holder, the Issuer shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Exchange Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered in connection with an exchange of Class A Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(ii)    If an underwritten Public Offering of any Class A Shares to be issued upon any exchanges in respect of a Quarterly Exchange Date is to occur and (A) such underwritten Public Offering does not occur, the Issuer, APO Corp. and APO FC will cancel all exchanges of the amount of AOG Units attributable to the Class A Shares to be offered in such underwritten Public Offering in respect of such Quarterly Exchange Date unless such Apollo Principal Holder shall have elected in Item 2.A of the notice of exchange to have any AOG Units attributable to such underwritten Public Offering exchanged notwithstanding the non-occurrence of such underwritten Public Offering, (B) the Issuer is advised that the underwriter or underwriters or agent of the Public Offering, as the case may be, intends to reduce or cut back the amount of Class A Shares to be offered in the Public Offering in the manner, and to the extent, contemplated by Article V of the Shareholders Agreement, the Issuer, APO Corp. and APO FC will reduce or cut back the amount of AOG Units to be exchanged in a B Exchange by an Apollo Principal Holder on the applicable

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Quarterly Exchange Date unless such Apollo Principal Holder shall have elected in Item 2.B or 2.C of the notice of exchange to have any AOG Units attributable to such cut backs exchanged nonetheless or (C) such underwritten Public Offering includes an over-allotment option, which option shall lapse un-exercised in whole or in part, the Issuer, APO Corp. and APO FC will reduce the amount of AOG Units to be exchanged by an Apollo Principal Holder in a B Exchange on the applicable Quarterly Exchange Date by the amount of AOG Units attributable to such un-exercised portion of the over-allotment amount unless such Apollo Principal Holder shall have elected in Item 2.D of the notice of exchange to have the AOG Units attributable to such un-exercised portion of the over-allotment exchanged nonetheless.
(b)    Notwithstanding anything to the contrary herein, an Apollo Principal Holder shall not be entitled to exchange AOG Units, and the Issuer, APO Corp. and APO FC shall have the right to refuse to honor any request for exchange of AOG Units, (i) at any time upon such request, if the Issuer, APO Corp. or APO FC shall reasonably determine that there may be material non-public information that the Issuer has a bona fide business purposes for preserving as confidential, provided , however , that this shall not restrict (a) any Apollo Principal Holder from exchanging AOG Units if it is anticipated that the material non-public information will become public prior to the date such Apollo Principal Holder sells the Class A Shares; or (b) any exchange of AOG Units where the sale of Class A Shares issued upon exchange will be made pursuant to a Rule 10b5-1 plan that was put in place by an Apollo Principal Holder (or a Qualifying Entity on behalf of such Apollo Principal Holder) when such Person was not in possession of material non-public information about the Issuer and its subsidiaries or (ii) if such exchange would be prohibited under applicable law or regulation.
SECTION 2.4
SPLITS, DISTRIBUTIONS AND RECLASSIFICATIONS.
If there is: (1) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the AOG Units it shall be accompanied by an identical subdivision or combination of the Class A Shares; or (2) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the Class A Shares it shall be accompanied by an identical subdivision or combination of the AOG Units. In the event of a reclassification or other similar transaction as a result of which the Class A Shares are converted into another security, then an Apollo Principal Holder shall be entitled to receive upon exchange the amount of such security that such Apollo Principal Holder would have received if such exchange had occurred immediately prior to the effective date of such reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any AOG Unit.
SECTION 2.5
CLASS A SHARES TO BE ISSUED.
The Issuer covenants that if any Class A Shares require registration with or approval of any governmental authority under any foreign, U.S. federal or state law before such Class A Shares may be issued upon exchange pursuant to this Article II, the Issuer shall use commercially reasonable efforts to cause such Class A Shares to be duly registered or approved, as the case may be. The Issuer shall use commercially reasonable efforts to list the Class A Shares required to be delivered

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upon exchange prior to such delivery upon each national securities exchange or inter—dealer quotation system upon which the outstanding Class A Shares may be listed or traded at the time of such delivery. Nothing contained herein shall be construed to preclude the Issuer, APO Corp. or APO FC from satisfying their obligations in respect of the exchange of the AOG Units by delivery of Class A Shares which are held in the treasury of the Issuer, APO Corp., APO FC or any of their subsidiaries.
SECTION 2.6
TAXES.
The delivery of Class A Shares upon exchange of AOG Units shall be made without charge to the Apollo Principal Holder for any stamp or other similar tax in respect of such issuance.
SECTION 2.7
DISPOSITION OF CLASS A SHARES ISSUED.
(a)    Each Apollo Principal Holder receiving Class A Shares as a result of a an A Exchange or a B Exchange hereunder, covenants to use reasonable best efforts (i) to effect a gratuitous transfer of such Class A Shares to any Charity, in the case of an A Exchange or (ii) to sell or otherwise dispose of such Class A Shares, in the case of a B Exchange, as promptly as practicable after the receipt thereof taking into account the circumstances surrounding such proposed transfer, sale or other disposition. Any Apollo Principal Holder that is unable to transfer, sell or otherwise dispose of such Class A Shares in a prompt manner as set forth in the preceding sentence (but in any event, within ten (10) days) shall cause all such Class A Shares to be transferred immediately to a partnership, trust or other entity (other than a “grantor trust” or an entity otherwise disregarded as an entity separate from its parent for United States federal income tax purposes) (each, a “ Qualifying Entity ”). The Governing Body acknowledges that one or more events, such as an underwriter cutback, the unavailability of a registration, the possession of material non-public information, or general market dislocation may affect the timing of a proposed sale or disposition following an exchange. An Apollo Principal Holder who promptly transfers Class A Shares received as a result of an exchange to a Qualifying Entity, if such Qualifying Entity participates in a Rule 10b5-1 plan under which it has agreed to sell such Class A Shares through such Qualifying Entity pursuant to such 10b5‑1 plan in accordance with its terms, shall be deemed to be in compliance with this Section 2.7(a) , Section 3.3 of the Roll-Up Agreements and Section 2.4(a) of the Agreement Among Principals.
(b)    Any Apollo Principal Holder that exercises the right to exchange AOG Units as set forth in Section 2.1(a) shall provide certification to APO Corp. before giving effect to such exchange and in a form reasonably satisfactory to APO Corp., that to the best knowledge of such Apollo Principal Holder, such Apollo Principal Holder (i) does not own, (ii) will not own, immediately prior to the exchange pursuant to which such Apollo Principal Holder will receive such Class A Shares and (iii) will not be treated as owning immediately before or following such exchange, for U.S. federal income tax purposes, any other Class A Shares directly, indirectly, by attribution, or otherwise; provided that such Apollo Principal Holder may own Class A Shares through Qualifying Entities so long as all such Qualifying Entities do not own in the aggregate, and do not directly or indirectly cause the Apollo Principal Holder to be treated as owning for U.S. federal income tax purposes, Class A Shares that represent more than 19% of all outstanding Class A Shares, by value. Notwithstanding the foregoing, any Apollo Principal Holder who holds Class A

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Shares pursuant to the Issuer’s 2007 Omnibus Equity Incentive Plan will, with the consent of the Governing Body, be permitted to exclude such Class A Shares from this certification.
(c)    To the extent permitted by applicable law, the Issuer shall take all reasonable and necessary action to cooperate with any Apollo Principal Holder who shall have notified the Issuer of its intention to implement a 10b5-1 plan for a Qualifying Entity to implement such 10b5-1 plan, including: (i) cooperating directly with the broker or brokers who will administer such 10b5-1 plan, (ii) promptly advising any broker or brokers identified in advance to the Issuer as administering such 10b5-1 plan of any Suspension Period (as defined in the Shareholders Agreement) applicable to any re-sale shelf registration statement under which sales of Class A Shares are then being made by such broker or brokers on behalf of a Qualifying Entity pursuant to such 10b5-1 plan and (iii) to the extent the Chief Compliance or Legal Officer of the Issuer (or any designee thereof) is entitled under any applicable policy of the Issuer to review and pre-approve the 10b5-1 plan, such review consists of determining that the 10b5-1 plan conforms to all requirements of Section 240.10b5-1(c)(1)(i) of the Code of Federal Regulations as then in effect and conforms to any other applicable legal requirements deemed appropriate by the Issuer. For the avoidance of doubt, nothing in this Section 2.7(c) shall override any rights or obligations of the parties to the Shareholders Agreement.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.1
AMENDMENT.
(a)    The provisions of this Agreement may be amended by the affirmative vote or written consent of each of the Apollo Principal Partnerships and, by the affirmative vote or written consent of the holders of at least a majority of the interests of the AOG Units (excluding AOG Units held by the Issuer, APO LLC, APO FC and APO Corp. or any of their respective subsidiaries); provided that any matter relating solely to A Exchanges shall also require the consent of the Issuer; provided , further , that no amendment to this Agreement that by its terms disproportionately adversely affects any particular Apollo Principal Holder may be made without the consent of such Apollo Principal Holder.
(b)    Each Apollo Principal Holder hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or written consent of less than all of the Apollo Principal Holders, such action may be so taken upon the concurrence of less than all of the Apollo Principal Holders and each Apollo Principal Holder shall be bound by the results of such action.
SECTION 3.2
ADDRESSES AND NOTICES.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.2 ):

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(a)    If to the Issuer, to:
Apollo Global Management, LLC
9 West 57
th Street, 43 rd Floor
New York, New York 10019
Attention: John J. Suydam, Esq.
Electronic Mail: jsuydam@apollolp.com
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Gregory A. Ezring, Esq. and Monica K. Thurmond, Esq.
Electronic mail: gezring@paulweiss.com and mthurmond@paulweiss.com
(b)    If to any Apollo Principal Partnership:
c/o Apollo Global Management, LLC
9 West 57
th Street, 43 rd Floor
New York, New York 10019
Attention: John J. Suydam, Esq.
Electronic Mail: jsuydam@apollolp.com
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Gregory A. Ezring, Esq. and Monica K. Thurmond, Esq.
Electronic mail: gezring@paulweiss.com and mthurmond@paulweiss.com
(c)    If to any Apollo Principal Holder, to the address set forth on Schedule I .
SECTION 3.3
FURTHER ACTION.
The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.
SECTION 3.4
BINDING EFFECT.
(a)    This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

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(b)    No Apollo Principal Holder shall transfer AOG Units to any Person, who is not a party to this Agreement without first obtaining an agreement from such Person to be a party to this Agreement as an Apollo Principal Holder; provided that the foregoing condition shall not apply to transfers of AOG Units to the Issuer, APO Corp., APO FC, APO LLC or any of their respective subsidiaries or to any Apollo Principal Partnerships.
(c)    The Issuer shall cause any Person who hereafter becomes a member of the Apollo Operating Group to execute an agreement to be a party to this Agreement as an Apollo Principal Partnership.
SECTION 3.5
SEVERABILITY.
If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
SECTION 3.6
INTERACTION.
This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
SECTION 3.7
WAIVER.
No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.
SECTION 3.8
SUBMISSION TO JURISDICTION: WAIVER OF JURY TRIAL.
(a)    Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

14



(b)    Notwithstanding the provisions of paragraph (a) in the case of matters relating to an A Exchange, the Issuer may bring, and in the case of matters relating to a B Exchange, APO Corp. and APO FC may cause any Apollo Principal Partnership to bring, on behalf of the Issuer, APO Corp., APO FC or such Apollo Principal Partnership or on behalf of one or more Apollo Principal Holders, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Apollo Principal Holder (i) expressly consents to the application of paragraph (c) of this Section 3.8 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Issuer, in the case of matters relating to an A Exchange and APO Corp., in the case of matters relating to a B Exchange, as such Apollo Principal Holder’s agents for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Apollo Principal Holders of any such service of process, shall be deemed in every respect effective service of process upon the Apollo Principal Holders in any such action or proceeding.
(c)    (i)    EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3.8 , OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.
(ii)    The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 3.8 and such parties agree not to plead or claim the same.
(d)    Notwithstanding any provision of this Agreement to the contrary, this Section 3.8 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “ Delaware Arbitration Act ”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 3.8 , including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 3.8 . In that case, this Section 3.8 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 3.8 shall be construed to omit such invalid or unenforceable provision.

15



SECTION 3.9
COUNTERPARTS.
This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 3.9 .
SECTION 3.10
TAX TREATMENT.
To the extent this Agreement imposes obligations upon a particular Apollo Principal Partnership or APO LLC, this Agreement shall be treated as part of the relevant Apollo Principal Partnership Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations. The parties shall report any A Exchange consummated hereunder, as a tax-free contribution of AOG Units pursuant to Section 721 of the Code. The parties shall report (a) any B Exchange consummated hereunder as a taxable sale to APO Corp. and APO FC, as applicable, of AOG Units by an Apollo Principal Holder. No party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority unless otherwise required by applicable law.
SECTION 3.11
TAX OFFSET
Each Apollo Principal Holder that effects a B Exchange pursuant to Section 2.1(a)(ii) shall promptly pay to APO Corp., upon the request of APO Corp., an amount equal to the sum of its pro rata share, based on the percentage of AOG Units exchanged by such Apollo Principal Holder of the total AOG Units exchanged by all Apollo Principal Holders in such B Exchange, of (a) any increase in the U.S. federal, state and local income tax payable, or the fair value, as determined by APO Corp., of any increase in the amount of any tax attributes, including net operating losses, utilized, in any taxable period by APO Corp., as a result of income allocated to APO Corp. from any Apollo Principal Partnerships of which APO Corp. holds AOG Units immediately after the relevant B Exchange, but in which APO LLC or APO FC ( or any other subsidiary of AGM) also owns AOG Units and (b) any increase in the U.S. federal, state and local income tax payable, or the fair value, as determined by APO Corp., of any increase in the amount of tax attributes, including net operating losses, utilized, in any taxable period by APO Corp. as a result of any payments received by APO Corp. pursuant to clause (a) of this Section 3.11 . Each Apollo Principal Holder may offset any payment due under this Section 3.11 by any amounts owed to such Apollo Principal Holder by APO Corp. At the request of an Apollo Principal Holder, APO Corp. will promptly provide to the requesting Apollo Principal Holder a copy of the calculation of the amount determined to be due from the Apollo Principal Holder pursuant this Section 3.11 , and to respond to reasonable questions from the requesting Apollo Principal Holder (or its advisor) regarding the calculation. Any dispute regarding such calculation shall be resolved pursuant to Section 3.8 .

16



SECTION 3.12
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).
[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF , the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

APOLLO GLOBAL MANAGEMENT, LLC

By:    AGM Management, LLC,
its Manager

By: BRH Holdings GP, Ltd.,
its Sole Member


By: /s/ John J. Suydam    
John J. Suydam
Vice President


APOLLO PRINCIPAL HOLDINGS I L.P.
By:    Apollo Principal Holdings I GP, LLC,
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


APOLLO PRINCIPAL HOLDINGS II L.P.

By:     Apollo Principal Holdings II GP, LLC,
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


APOLLO PRINCIPAL HOLDINGS III L.P.

By:    Apollo Principal Holdings III GP, Ltd.,
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


APOLLO PRINCIPAL HOLDINGS IV L.P.

By:    Apollo Principal Holdings IV GP, Ltd.,
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


APOLLO PRINCIPAL HOLDINGS V L.P.

By:    Apollo Principal Holdings V GP, LLC,
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


APOLLO PRINCIPAL HOLDINGS VI L.P.

By:    Apollo Principal Holdings VI GP, LLC,
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


APOLLO PRINCIPAL HOLDINGS VII L.P.

By:    Apollo Principal Holdings VII GP, Ltd.
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


APOLLO PRINCIPAL HOLDINGS VIII L.P.

By:    Apollo Principal Holdings VIII GP, LLC,
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


APOLLO PRINCIPAL HOLDINGS IX L.P.

By:    Apollo Principal Holdings IX GP, Ltd.,
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


AMH HOLDINGS (CAYMAN), LP

By:    AMH Holdings GP, Ltd.,
    its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President and Secretary


AP PROFESSIONAL HOLDINGS, L.P.
By:    BRH Holdings GP, Ltd.,
its General Partner


By: /s/ John J. Suydam    
John J. Suydam
Vice President



17

 

SCHEDULE I

Notices


AP Professional Holdings, L.P.
c/o Apollo Global Management, LLC
9 West 57 th Street, 43 rd Floor
New York, New York 10019
Attention: John J. Suydam, Esq.
Electronic Mail: jsuydam@apollolp.com


with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Gregory A. Ezring, Esq. and Monica K. Thurmond, Esq.
Electronic mail: gezring@paulweiss.com and mthurmond@paulweiss.com



EXHIBIT A

FORM OF
NOTICE OF EXCHANGE (A Exchange)


Apollo Global Management, LLC
9 West 57th Street
New York, NY 10019
Attention: John J. Suydam
Fax: (212) 515-3251
Electronic Mail: jsuydam@apollolp.com

Reference is hereby made to the Second Amended and Restated Exchange Agreement, dated as of March 5, 2014 (the “ Exchange Agreement ”), 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 from time to time party thereto, as amended from time to time. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.
A separate Notice of Exchange should be completed for each individual or legal entity that is an Apollo Principal Holder or will become an Apollo Principal Holder following the exchange.
The undersigned Apollo Principal Holder (or individual or legal entity who will become an Apollo Principal Holder following the exchange) desires to exchange the number of AOG Units set forth below to be issued in its name as set forth below:

Legal Name of Apollo Principal Holder:
[ ]
Address:
[ ]
Number of AOG Units to be exchanged:

Indicate if the Apollo Principal Holder is submitting a Notice of Exchange (B Exchange) concurrently with this notice.

[ ]



Yes □ No □


 

The undersigned acknowledges that the number of AOG Units to be exchanged pursuant to this notice shall be equal to the lesser of (x) the number of AOG Units set forth above, and (y) the number of AOG Units that the undersigned is permitted to exchange taking into account any subsequent revocation permitted by Section 2.2(b) of the Exchange Agreement, any concurrent notice to effect a B Exchange permitted by Section 2.2(a)(ii) of the Exchange Agreement, and any limitations imposed pursuant to Section 2.3 of the Exchange Agreement. The undersigned acknowledges that AOG Units to be exchanged in connection with an underwritten Public Offering and the AOG Units to be exchanged other than in connection with an underwritten Public Offering may be exchanged on different dates as provided in the Exchange Agreement.
The undersigned (1) hereby represents that the AOG Units set forth above are beneficially owned by the undersigned, (2) hereby exchanges such AOG Units for Class A Shares as set forth in the Exchange Agreement, and (3) hereby irrevocably constitutes and appoints any officer of the Apollo Principal Partnerships, APO LLC, APO FC, APO Corp., or the Issuer as its attorney, with full power of substitution, to exchange said AOG Units on the books of the Apollo Principal Partnerships for Class A Shares on the books of the Issuer, with full power of substitution in the premises.
IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.


Name:     


Dated:     


EXHIBIT B

FORM OF
NOTICE OF EXCHANGE (B Exchange)

APO Corp.
APO (FC), LLC
c/o     Apollo Global Management, LLC
9 West 57 th Street
New York, NY 10019
Attention: John J. Suydam
Fax: (212) 515-3251
Electronic Mail: jsuydam@apollolp.com
Reference is hereby made to the Second Amended and Restated Exchange Agreement, dated as of March 5, 2014 (the “ Exchange Agreement ”), 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 from time to time party thereto, as amended from time to time. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.
A separate Notice of Exchange should be completed for each individual or legal entity that is an Apollo Principal Holder or will become an Apollo Principal Holder following the exchange.
The undersigned Apollo Principal Holder (or individual or legal entity who will become an Apollo Principal Holder following the exchange) desires to exchange the number of AOG Units set forth below to be issued in its name as set forth below:

Legal Name of Apollo Principal Holder:
[ ]
Address:
[ ]


1. TOTAL Number of AOG Units to be Exchanged

1.A Indicate if the Apollo Principal Holder is submitting a Notice of Exchange (A Exchange) concurrently with this notice.

[ ]



Yes □ No □



2. With respect to any  amount of Class A Shares issuable upon exchange of AOG Units which are to be offered in an underwritten Public Offering, please make the following elections :

2.A Election if Underwritten Offering Does Not Occur

As to the amount of AOG Units described in 2. above with respect to which exchanged Class A Shares will be offered in an underwritten Public Offering, and which offering does not occur as contemplated by Section 2.3(ii)(A)  of the Exchange Agreement, the Apollo Principal Holder hereby elects  that all  of such Apollo Principal Holder’s AOG Units that would have been offered in such offering are to be exchanged nonetheless

Yes □ No □
2.B Election for Cutback Scenario A (0-25% Cutback and Partial Exchange) :

As to the amount of AOG Units described in 2. above with respect to which exchanged Class A Shares will be offered in an underwritten Public Offering, the Apollo Principal Holder hereby elects  that, if an underwriter/agent cutback of between 0-25%  of the offered amount is imposed in connection with the offering as contemplated by Section 2.3(ii)(B)  of the Exchange Agreement, all  of such Apollo Principal Holder’s AOG Units attributable to such 0-25% cutback are to be exchanged nonetheless

Yes       No   
2.C Election for Cutback Scenario B (26-100% Cutback and Partial Exchange):

As to the amount of AOG Units described in 2. above with respect to which exchanged Class A Shares will be offered in an underwritten Public Offering, the Apollo Principal Holder hereby elects   that, if an underwriter/agent cutback of between 26-100%  of the offered amount is imposed in connection with the offering as contemplated by Section 2.3(ii)(B)  of the Exchange Agreement, all  of such Apollo Principal Holder’s AOG Units attributable to such 26-100% cutback are to be exchanged nonetheless

Yes       No   
2.D Election for any Un-Exercised Portion of Over-Allotment Option (Greenshoe):

As to the amount of AOG Units set forth under 2. above that will be subject to a customary over-allotment option, the Apollo Principal Holder hereby elects  that, if the over-allotment option shall lapse un-exercised in whole or in part as contemplated by Section 2.3(ii)(C)  of the Exchange Agreement, all  of such Apollo Principal Holder’s AOG Units attributable to the un-exercised portion of the over-allotment option are to be exchanged nonetheless, as follows:
as follows:

         (I) in an underwritten Public Offering not subject to any underwriter/agent cutback:

        (II) in an underwritten Public Offering subject to Cutback Scenario A above:

        (III) in an underwritten Public Offering subject to Cutback Scenario B above:














(I) Yes □ No □


(II) Yes □ No □


(III) Yes □ No □
2.E Election Regarding Class A Shares to be Used in an Over-Allotment Option (Greenshoe)

To the extent an underwritten Public Offering involves a customary over-allotment option (typically 15% of the shares offered in the base offering), the Apollo Principal Holder hereby elects  that any Class A Shares offered by such Apollo Principal Holder in any over-allotment option would be allocated from the following sources (please check each box that applies)


 □ to come from a portion of the amount of total AOG Units to be exchanged set forth under 1. above
(amount, if known: ________)

 □ to come from RSU shares or other Class A Shares
(amount, if known: ________)


THIS NOTICE OF EXCHANGE AND THE ELECTIONS SET FORTH HEREIN ARE IRREVOCABLE EXCEPT TO THE EXTENT REVOCATION OF EXCHANGES IS PERMITTED UNDER THE EXCHANGE AGREEMENT. PLEASE NOTE THAT A LIMIT ORDER AS TO PRICE OR QUANTITY OF CLASS A SHARES TO BE SOLD UPON EXCHANGE OF AOG UNITS, OR ANY OTHER DIRECTION OR INSTRUCTION TO A BROKER, CUSTODIAN, UNDERWRITER OR AGENT, INCLUDING BY WAY OF POWER OF ATTORNEY, AS TO AMOUNTS OF CLASS A SHARES SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UPON EXCHANGE, WILL NOT GOVERN THE AMOUNT OF AOG UNITS EXCHANGED HEREUNDER.
The undersigned acknowledges that the number of AOG Units to be exchanged pursuant to this notice shall be equal to the lesser of (x) the number of AOG Units set forth above, and (y) the number of AOG Units that the undersigned is permitted to exchange taking into account the elections set forth above any subsequent revocation permitted by Section 2.2(b) of the Exchange Agreement, any concurrent notice to effect an A Exchange permitted by Section 2.2(a)(ii) of the Exchange Agreement, and any limitations imposed pursuant to Section 2.3 of the Exchange Agreement.
The undersigned acknowledges that AOG Units to be exchanged in connection with an underwritten Public Offering and the AOG Units to be exchanged other than in connection with an underwritten Public Offering may be exchanged on different dates as provided in the Exchange Agreement.
The undersigned (1) hereby represents that the AOG Units set forth above are beneficially owned by the undersigned, (2) hereby exchanges such AOG Units for Class A Shares as set forth in the Exchange Agreement, and (3) hereby irrevocably constitutes and appoints any officer of the Apollo Principal Partnerships, APO LLC, APO FC, APO Corp., or the Issuer as its attorney, with full power of substitution, to exchange said AOG Units on the books of the Apollo Principal Partnerships for Class A Shares on the books of the Issuer, with full power of substitution in the premises.
IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.


Name: ______________________________________


Dated: ______________________________________







[APOLLO GLOBAL MANAGEMENT LETTERHEAD]
[Name]
[Address]
Dear [            ],
As previously discussed, attached hereto as Annex A is a summary of the terms (the “ Term Sheet ”) in connection with your service as a director of Apollo Global Management, LLC. This letter memorializes our agreement that this letter and the Term Sheet constitute a binding commitment on both parties. If you are in agreement with the foregoing, please so indicate by signing this letter where indicated below.
Very truly yours,
APOLLO GLOBAL MANAGEMENT, LLC
By: ______________________________

Name:
Title:
Agreed to and accepted:

[            ]
Dated                    , 20    




Doc#: US1:9224006v1



Annex A
Summary of Terms for Director of Apollo Global Management, LLC
Parties:
Company : Apollo Global Management, LLC, a Delaware limited liability company (the “ Company ”); and
 
Director : [            ] (the “ Director ”).
Term:
The Director shall hold office until such time that such Director’s successor is duly elected and qualified, or until such Director’s death or removal from office.
 
For so long as the Apollo Group (as such term is defined in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of July 13, 2007, the “ Operating Agreement ”) beneficially owns 10% or more of the voting power of the Company, the Director may be removed, with or without cause, by AGM Management, LLC, a Delaware limited liability company and sole manager of the Company (the “ Manager ”). In the event that the Apollo Group beneficially owns less than 10% of the outstanding voting power of the Company, the Director may be removed, with or without cause, at any time, by the affirmative vote of holders of 50% of the voting power of the Company, given at an annual meeting or at a special meeting of members of the Company called for that purpose.
 
The Director will be automatically removed from the board of directors (the “ Board ”) if such Director:
 
(i) resigns his office by writing delivered to the Board or the Manager;
 
(ii) is absent from meetings of the Board (such absence not being absence with leave or by arrangement with the Board or the Manager) for six months in succession and the Manager shall have resolved that his office shall be vacated; or
 
(iii) becomes prohibited by law from acting as a director.
Fees and Expenses:
$125,000 per year.
 
[$25,000 per year for serving as a member of the Audit Committee.]
 
[An additional $25,000 per year for serving as the Chairman of the Audit Committee.] 1
 
[$10,000 per year for serving as a member of the Conflicts Committee.] 1
 
[An additional $15,000 per year for serving as the Chairman of the Conflicts Committee.] 1

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The Company shall reimburse to the Director all travel expenses reasonably incurred by such Director in the proper performance of his obligations under this letter, provided that he supplies receipts or other evidence of such expenditures.
 
The Director’s expenses may include legal fees if it is necessary in the furtherance of his duties for him to seek independent legal advice (provided that allegations of gross negligence or willful misconduct have not been finally determined against him), subject to him having first notified the Board. Any such payment by the Company is subject to any applicable restriction under Delaware law.
Equity Grant:
$[            ] in Restricted Share Units (“ RSUs ”) of the Company, subject to 3-year vesting in equal annual installments, to be granted on the first date following the Director’s appointment to the Board when the Company normally makes equity-based grants to employees..
All shares issued by the Company to the Director as compensation for services as a Director, including the [ ] grant described above and any shares issued in respect of subsequent RSU grants made as compensation for services as a Director, shall be subject to a 50% retention requirement. The Director shall no longer be subject to such retention requirement effective upon termination of his service as a Director.
Duties, Time and Commitment:
Shall use reasonable best efforts to attend all convened meetings of the Board and, if requested by the Board or the Manager, meetings of the shareholders of the Company.
 
Duties of committee members will be as set forth in the committee charters and will include attendance of committee meetings.
 
During the continuance of the Director’s appointment, the Director will be expected to:
 
(i) faithfully, efficiently, competently and diligently perform his duties and exercise such powers as are appropriate to his role as a non-executive director;
 
(ii) in so far as reasonably possible, attend all meetings of the Board and of any committees of the Board of which he is a member;
 
(iii) promptly declare, so far as he is aware, the nature of any interest, whether direct or indirect, in any contract or proposed contract entered into by any member of the Company;

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(iv) comply with all reasonable requests, instructions and regulations made or given by the Manager or the Board (or by any duly authorized committee thereof) and give to the Manager or the Board such explanations, information and assistance as the Manager or the Board may reasonably require;
 
(v) act in the best interests of the Company; and
 
(vi) use commercially reasonable efforts to promote and extend the interests and reputation of the Company, including assisting the Board in relation to public and corporate affairs and bringing to bear for the benefit of the Board the Director’s particular knowledge and experience.
 
Since the Director is to be classified as an independent director at the time of his appointment, the Director shall promptly inform the Board of any circumstances that would likely affect such independent status.
 
The Director shall inform the Board within 10 business days of the Director’s appointment of any held (indirect and indirect) personal interests which may conflict with the Company and its business.
Fiduciary Obligations:
The Company is governed by Delaware law.
 
The structure, practices and committees of the Board, including matters relating to the size, independence and composition of the Board, the election and removal of directors, requirements relating to Board action, the powers delegated to Board committees and the appointment of executive officers, are governed by the Company’s certificate of formation and Operating Agreement.
Confidential Information:
The Director agrees that both during and after his time as a director of the Company, the Director will not use for the Director’s own, or for another’s benefit, or disclose or permit the disclosure of any confidential information relating to the Company, including without limitation any information about the deliberations of the Board.
 
The restriction shall cease to apply to any confidential information which may (other than by reason of the Director’s breach of these terms) become available to the public generally.

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The Director also agrees during his appointment that he will not, other than for the benefit of the Company and in connection with his service as a director, make any notes, memoranda, electronic records, tape records, films, photographs, plans, drawings or any form of record relating to any matter within the scope of the business or concerning the dealings or affairs of the Company and will return any such items at any time at the request of the Board or the Manager.
 
The Director confirms that he has notified the Board in writing of all other directorships, appointments and interests, including any directorship, appointment or interest in a company, business or undertaking which competes or is likely to compete with the Company or which could otherwise potentially give rise to a conflict with his duties with the Company (a “ Competing Interest ”).
 
The Director undertakes that during the term of the Director’s appointment, he will promptly disclose to the Board in writing any new directorship, appointment or interest.
Indemnification:
Under the Operating Agreement, the Company is required and shall indemnify, to the fullest extent permitted by law, the Director against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses, which shall be advanced by the Company to the fullest extent permitted by law prior to a final and non-appealable determination that the Director is not entitled to be indemnified), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which the Director may be involved, or is threatened to be involved, as a party or otherwise, by reason of his status or former status as a director whether arising from acts or omissions, except to the extent such indemnification claim is finally determined by a court of competent jurisdiction to arise out of the Director’s bad faith, fraud or willful misconduct. The Operating Agreement states that the provisions regarding indemnification of directors and officers are for the benefit of such directors and officers and their respective heirs, successors, assigns, executors and administrators.

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Insurance:
The Company has an insurance policy under which the directors and officers of the Company are insured, subject to the limits of the policy, against certain losses arising from claims made against such directors and officers by reason of any acts or omissions covered under the policy in their respective capacities as directors or officers of the Company, including certain liabilities under securities laws.
Investment in Apollo Funds:

Miscellaneous:
The Director’s service as a member of the Board will not prohibit the Director from investing in funds or other investments managed by the Company and its subsidiaries, as may be offered from time to time by the Company.
This letter does not create the relationship of employee and employer between the Director and the Company.
Governing Law and Jurisdiction:
This appointment and the terms hereunder are governed under the laws of Delaware. The Delaware courts have non-exclusive jurisdiction to settle any dispute and the parties submit to the non-exclusive jurisdiction of the Delaware courts.
Notices:
Any notice to be given under the terms of this letter shall, in the case of notice to the Company, be deemed to be given if left at or sent by first class post or facsimile transmission (in each case, addressed to the Chairman) to 9 West 57 th  Street, 43 rd  Floor, New York, NY, 10019, or in the case of notice to the Director, if handed to him personally or left at or sent by first class post or facsimile transmission to his last-known address. Any such notice shall be deemed to be given at the time of its delivery or dispatch by facsimile transmission or on the next following weekday (not being a public holiday) after it was posted.


v
Doc#: US1:9224006v1



                            
Apollo Management Holdings, L.P.
9 West 57th Street
New York, NY 10019

March 19, 2014
Personal and Confidential
Marc A. Spilker
[Address on file with the Company]

Re: Transition Agreement

Dear Marc:

This letter will confirm the following mutually agreed terms in connection with your separation of employment from Apollo Management Holdings, L.P. (the “ Company ”). The Company and you agree that this letter (this “ Agreement ”) represents the full and complete agreement concerning your transition of duties and termination of employment with the Company and its affiliates. Capitalized terms used but not defined herein shall have the meanings ascribed to them in your employment letter agreement with the Company dated November 24, 2010 (the “ Letter Agreement ”).
1.
Termination and Transition Period . Your service as President and as a non-voting member of the Executive Committee shall cease on March 19, 2014 (the “ Transition Date ”) and your employment with the Company shall cease as of the close of business on May 19, 2014 (the “ Employment Termination Date ”). During the period beginning on the Transition Date and ending on the Employment Termination Date, you shall have the title of Senior Advisor and shall cooperate with the Company to transition your duties and provide advice and perform such other duties consistent with a Senior Advisor position as the Company may from time to time reasonably request. From the day after the Employment Termination Date until December 31, 2014 (the “ Service End Date ”), you shall continue to be a Senior Advisor and shall continue to cooperate with the Company to transition your duties and, to the extent mutually agreed with the Company, you shall provide advice and perform such other duties as the Company may from time to time request. During the period from the Transition Date until December 31, 2014 (the “ Transition Period ”), you shall be provided with an office at the Company’s midtown Manhattan offices, and your current administrative assistant shall continue to be assigned to you. Your Base Salary shall be at the rate of $166,667.67 per month (paid pursuant to regular company payroll practices and to proration for any partial month) until the Employment Termination Date. Your rights to Base Salary shall terminate on the Employment Termination Date. Sixty days after the Employment Termination Date (the “ Final Payment Date ”), provided that as of such date you have complied with your obligations under Section 4 regarding solicitation, competition and confidentiality and with your obligations under Sections 6 and 7, and that you have made the FICA Payment (as defined below), you shall be paid, in a lump sum, a one-time payment of $950,000.00 (the “ Final Payment ”). The Company may terminate your employment or your advisory services for Cause or by reason of your death or Disability (as such terms are defined in the Letter Agreement) during the Transition Period, provided that such termination shall not affect your rights to receive the Base Salary until the Employment Termination Date and the Lump Sum Payment, or otherwise adversely affect your rights to the Option and the RSUs described in Section 2 (which shall vest as of March 19, 2014, upon the expiration, without your having revoked this Agreement, of the seven-day revocation period). This Agreement shall not prevent you from providing services to any other entity so long as you abide by your obligations hereunder and you are not otherwise violating Section 4. You agree that if you resign for any reason prior to the Employment Termination Date, you shall cease to be entitled to the continuing payment of the Base Salary and to payment of the Final Payment. If you provide services for another person or entity in violation of Section 4 prior to the Final Payment Date, the Final Payment (and, if prior to the Employment Termination Date, the Base Salary, to the extent not yet paid), shall not be payable, and you shall no longer be entitled to an office and secretarial support. You will not be entitled to employee benefits following the Employment Termination Date and you will not earn any vacation time following the





Transition Date. You acknowledge and agree that other than for payment of base salary earned during the payroll period that includes the Transition Date (which payment shall be made in the ordinary course), you have not accrued any right to compensation for unpaid salary, bonus, severance, incentive or performance pay or accrued or unused vacation time or vacation pay. You further acknowledge and agree that other than for payments of Base Salary to be earned after the date hereof, the Final Payment, and the vesting of Option Shares and RSU Shares pursuant to Section 2 (subject, in each case, to the terms and conditions applicable to such payments and additional vesting), you shall have no right to any compensation for unpaid salary, bonus, severance, incentive or performance pay or accrued or unused vacation time or vacation pay. Amounts payable hereunder shall be subject to applicable tax withholding. You hereby waive any rights you would have had after the Employment Termination Date to participate in employee benefit plans or programs of the Company and its affiliates thereafter had you remained an employee of the Company after the Employment Termination Date. Your existing rights with respect to director and officer liability insurance shall continue in effect until the Employment Termination Date (other than continuing “tail” coverage that may be provided under such policies, if any), subject to any changes to such insurance policies that apply to covered persons under those policies generally from time to time, and your rights to indemnification shall continue in effect with respect to your actions or inactions as Senior Advisor until the Service End Date.

2.
Incentive Awards . Pursuant to the terms of the Restricted Share Unit Award Agreement dated as of December 2, 2010 (the “ RSU Award Agreement ”), 625,000 of your unvested RSUs shall be forfeited as of the Transition Date and the remaining 625,000 RSUs (as defined in the RSU Award Agreement) that are outstanding under the RSU Award Agreement will vest as of the Transition Date, with such vesting subject to your execution and non-revocation (during the seven-day revocation period) of this Agreement. Any RSUs that vest as of, or vested prior to, the Transition Date shall subsist in accordance with the terms of the RSU Award Agreement and the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (the “ Plan ”). For purposes of clarity, upon such vesting of RSUs as of the Transition Date (subject to and conditioned upon your execution and non-revocation (during the seven-day revocation period) of this Agreement), the schedule of Issuance Dates on Exhibit B to the RSU Award Agreement shall be interpreted, in accordance with its terms, as if the September 30, 2016 and December 31, 2016 Issuance Dates were omitted and only 125,000 RSU Shares were issuable on June 30, 2016, consistent with our email correspondence of even date herewith. Within three business days after the effective date of this Agreement in accordance with clause (ix) of Section 18, you shall present a check to the Company for immediately available funds in the amount of the aggregate FICA tax due from you in respect of RSUs that vest as of the Transition Date, based on the closing price of a Class A share on the date on which this Agreement becomes effective in accordance with clause (ix) of Section 18, which amount due shall be communicated to you by the Company (the “ FICA Payment ”) prior to such payment date. Pursuant to the terms of your Non-Qualified Stock Option Agreement pursuant to the Plan dated as of December 2, 2010 (the “ Option Agreement ”), 1,250,000 of the unvested Option Shares subject to the Option (as such terms are defined in the Option Agreement) shall be forfeited as of the Transition Date and the remaining 1,250,000 Option Shares that are outstanding under the Option Award Agreement will vest as of the Transition Date, with such vesting subject to the effectiveness of this Agreement. Any Option Shares that vest as of, or vested prior to, the Transition Date shall subsist in accordance with the terms of the Option Agreement and the Plan. You agree at all times prior to August 19, 2014 (or until such later date that you possess material non-public information concerning Apollo Global Management, LLC (“ AGM ”) or any of its affiliates), not to sell or otherwise dispose of any Option Shares or RSU Shares outside a window period during which AGM personnel are generally permitted to sell AGM Class A shares other than (i) pursuant to net share settlement to cover payment of Option exercise price, or (ii) if permitted by Apollo after the date hereof in accordance with the Option Agreement or RSU Award Agreement, as applicable, share withholding to cover applicable taxes. The Share Ownership Policy dated effective May 5, 2013 shall continue to apply to you until 90 days after the Employment Termination Date in accordance with its terms, based on your employment status from time to time as set forth in this Agreement, and the Company acknowledges that your status commencing March 20, 2014 will be that of “Other Employee,” which shall require you to retain 35% of Net Shares (as such term is used in the Share Ownership Policy) during the application of the Share Ownership Policy as described above.
3.
Compliance . Payment of the Base Salary from the Transition Date until the Employment Termination Date, payment of the Final Payment, and vesting of the Option Shares and RSU Shares that vest as of the Transition





Date pursuant to Section 2, are all contingent upon your execution and non-revocation (during the seven-day revocation period) of this Agreement. You acknowledge that you were given 21 days to consider your rights and obligations under this Agreement and to consult with an attorney about both, and that you elected to waive such rights. You agree to continue to comply, until the Employment Termination Date, with Apollo’s Code of Ethics, Code of Business Conduct and Ethics, Supervisory Procedures Manual, Employee Handbook, AGM Insider Trading Policy and other compliance policies, in each case in all material respects and to the extent applicable to you in accordance with their terms of general applicability as in effect from time to time based on your employment status as a Senior Advisor during such period as set forth in this Agreement (it being acknowledged that any modifications to the codes, manuals, handbooks and policies in effect on the date of this Agreement shall apply to you only to the extent such modified versions have been made available to you). For periods from the day after the Employment Termination Date, the applicability of the above-mentioned policies will be established and agreed to by you and the Company’s Chief Legal Officer.

4.
Ongoing Restrictions . You acknowledge and agree that you will continue to abide by and comply with the covenants set forth in the paragraphs of the Letter Agreement titled “No Solicitation or Competition,” “Subsequent Engagement,” “Remedies/Severability” (with the last sentence of such paragraph interpreted to include the obligations referenced in Section 17 of this Agreement) and, to the extent applicable, “Confidentiality,” and those set forth in Exhibit B to the RSU Award Agreement and Exhibit B to the Option Agreement, all of which remain in full force and effect as if reprinted herein. Any time periods with respect to restrictive covenants contained in the Letter Agreement that commence on the Notice Date (as such term is used in the Letter Agreement) shall commence on the Transition Date or, if later, the date of execution of this Agreement. You acknowledge that your confidentiality obligations require you not to disclose or use at any time, either prior to the Service End Date or thereafter, any Confidential Information (as defined in the Letter Agreement), which includes, among other things, business and personnel information of the Company and its affiliates; provided, that such confidentiality provisions shall not prevent you from disclosing or using information (i) which is now known or hereafter becomes available to the general public through non-confidential sources, (ii) if such disclosure or use is directly related to and required by the good faith performance of your duties hereunder, (iii) if such disclosure or use is required to be made by law or by any court, arbitrator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the person to disclose or make accessible such information) or (iv) which is reasonably necessary in connection with any litigation, arbitration or mediation involving the Letter Agreement or this Agreement; provided , in each case, that you shall provide ten (10) days’ prior written notice, if practicable, to the Company of such disclosure so that the Company may seek a protective order or similar remedy; and provided, further, that, in either case set forth above, you inform the recipients that such information or communication is confidential in nature. Notwithstanding the foregoing, you are not prohibited from soliciting and hiring your current administrative assistant at any time following the Transition Date.

5.
Employee Benefits .
(i)
Your employee benefits will terminate on the Employment Termination Date.

(ii)
Following the termination of your employee benefits, you will be eligible to continue your health care coverage pursuant to the provisions of the Consolidated Omnibus Reconciliation Act of 1985 (“ COBRA ”), as amended, and the requirements and limitations thereof. If you elect continued coverage under COBRA, you will be required to pay 102% of the monthly premium. You will receive information about continuing your health coverage under COBRA in a later mailing, including a form by which you may elect continued coverage.

6.
Release . In consideration for the payments, benefits and other promises and covenants set forth herein, you voluntarily, knowingly and willingly release and forever discharge the Company, its subsidiaries, affiliates and parents, together with each of those entities’ respective officers, directors, shareholders, employees, agents, fiduciaries and administrators, each in their capacities as such (collectively, the “ Releasees ”), from any and all claims and rights of any nature whatsoever which you now have or in the future may have against them, whether known or unknown, suspected or unsuspected, based on events occurring on or prior to the date of





execution of this Agreement. This release includes, but is not limited to, any rights or claims relating in any way to your employment relationship with the Company or any of the other Releasees or the termination thereof, any contract claims (express or implied, written or oral), or any rights or claims under any statute, including, without limitation, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of 1973 (including Section 504 thereof), Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the New York State Human Rights Law, the New York City Human Rights Law, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Lilly Ledbetter Fair Pay Act, and the Genetic Information Non-Discrimination Act, all as amended, and any other federal, state or local law. This release specifically includes, but is not limited to, any claims based upon the right to the payment of wages, bonuses, equity awards, carried interest, incentive and performance compensation, vacation, pension benefits, 401(k) Plan benefits, equity-based benefits or any other employee benefits, or any other rights arising under federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law. Notwithstanding the foregoing, this release shall not include (i) your right to enforce the terms of this Agreement, (ii) any rights that you have accrued or vested after taking into account the terms of this Agreement, including the additional vesting of the Option and the RSUs under Section 2, (iii) any rights that you have to indemnification by the Company or coverage under director and officer liability insurance policies, or (iv) your rights as a shareholder or holder of any other interests in the Company or any of its affiliates.

7.
No Claims Filed . As a condition of the Company entering into this Agreement, you further represent that you have not filed against the Company or any of the other Releasees, any complaints, claims or lawsuits with any court, administrative agency or arbitral tribunal prior to the date hereof, and that you have not transferred to any other person any such complaints, claims or lawsuits. You understand that by signing this Agreement, you waive your right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and you waive your right to file a claim seeking monetary damages in any court, administrative agency or arbitral tribunal. This Agreement does not: (i) prohibit or restrict you from communicating, providing relevant information to or otherwise cooperating with the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Agreement or its underlying facts, or (ii) require you to notify the Company of such communications or inquiry.

8.
No Admission of Wrongdoing . By entering into this Agreement, neither you nor the Company nor any of the Company’s officers, agents or employees, admit any wrongdoing or violation of any law.

9.
Confidentiality . You and the Company agree that, except to the extent publicly disclosed as part of the Company’s reporting obligations or as described in a mutually agreed press release, the terms of this Agreement and all discussions, drafts and correspondence related to the modification of your employment status and the negotiations of this Agreement constitute Confidential Information and shall not be used or disclosed by either party except to the extent permitted under Section 4.

10.
Return of Company Property . As of the Employment Termination Date and again as of December 19, 2014, and as may otherwise be requested by the Company in writing from time to time, you shall return to the Company all property, documents and confidential information of the Company and its affiliates in your possession or under your control, that is in electronic, written or other tangible form (together with all duplicates thereof) and you agree not to retain any such Company property, documents or confidential information or any copies thereof. You shall abide by the requirements of Section 4.6 of the Supervisory Procedures Manual. Nothing herein shall prohibit you from retaining your personal rolodex (or similar list of personal contacts), other personal items, and data or documents related to your compensation or necessary for





tax preparation purposes, and you shall be permitted to retrieve your past and prospective calendar entries from your calendar.

11.
No Negative Statements . You agree that you will not, whether during your employment or thereafter, directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages the business reputation of the Company or of its affiliates or any of its or their directors, officers, partners and successors, past and present, and each of them. The Company similarly agrees that none of its senior officers, Executive Committee members or directors will, whether during your employment or thereafter, directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages your business reputation. The Company will direct its partners not to make or ratify any statement, directly or indirectly, public or private, oral or written, to any person that disparages your business reputation, whether during your employment or thereafter. Nothing contained herein shall prevent either party from making truthful statements if so required by law or subpoena. You agree to refer all requests for references or other information regarding your employment to Lisa Barse Bernstein, Global Head of Human Resources.

12.
No Construction Against Drafter . This Agreement shall not be construed against the party preparing it, but shall be construed as if the parties jointly prepared this Agreement, and any uncertainty or ambiguity shall not on that ground be interpreted against any one party.

13.
Changes to the Agreement . This Agreement may not be changed unless the changes are in writing and signed by you and an authorized representative of the Company.

14.
Governing Law; Arbitration . This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to any conflicts of laws principles thereof that would give effect to the laws of another jurisdiction), and any dispute or controversy arising out of or relating to this Agreement or your employment, other than injunctive relief, will be settled exclusively by arbitration, conducted before a single arbitrator in New York, New York (applying New York law) in accordance with, and pursuant to, the Rules for the Resolution of Employment Disputes of the American Arbitration Association (“ AAA ”). The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the Federal Arbitration Act or the New York Arbitration Act. The Company and you will share the AAA administrative fees and the arbitrator’s fee and expenses, and each party will pay its own attorneys’ fees. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU AND THE COMPANY HEREBY WAIVE AND COVENANT THAT YOU AND THE COMPANY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE COMPANY OR ANY OF ITS AFFILIATES OR YOU MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE COMPANY AND ITS AFFILIATES, ON THE ONE HAND, AND YOU, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR EMPLOYMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.


15.
Notices . All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand, or if mailed, three days after mailing (one





business day in the case of overnight courier service) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to the Company:      John J. Suydam
Chief Legal Officer
Apollo Global Management, LLC
9 West 57 th Street
New York, New York 10019
            
with a copy to:          Lisa Barse Bernstein
Global Head of Human Resources
Apollo Global Management, LLC
9 West 57 th Street
New York, New York 10019
            
If to you:          Marc Spilker
(at your address on file with the Company)

with a copy to:          Michael S. Katzke, Esq.
Katzke & Morgenbesser LLP
1345 Avenue of the Americas
New York, New York 10105
16.
Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signature transmitted by facsimile or scanned e-mail shall be valid and binding as an original.

17.
Entire Agreement . This Agreement (together with the RSU Award Agreement and Option Agreement as modified herein) constitutes the entire agreement between you and the Company and supersedes all other agreements between you and the Company, including the Letter Agreement, except that this Agreement shall not relieve you of any contractual or common law obligations you have to the Company or any of its affiliates that by their nature are intended to survive the termination of your employment with the Company, including, without limitation, those covenants and obligations set out in the Letter Agreement and those referenced in Section 4. You confirm that in signing this Agreement you have not relied on any warranty, representation, assurance, or promise of any kind whatsoever other than as expressly set out in this Agreement. Notwithstanding the foregoing, the “No Mitigation” provision in your Letter Agreement and the “Section 409A Compliance” provision shall apply to the payments hereunder.

18.
Waiver . By signing this Agreement, you acknowledge that:
(i) You have carefully read and understand this Agreement;
(ii) The Company advised you to consult with an attorney and/or any other advisors of your choice before signing this Agreement;
(iii) You have been given 21 days to consider your rights and obligations under this Agreement and to consult with an attorney about both;
(iv) You understand that this Agreement is legally binding and by signing it you give up certain rights;
(v) You have voluntarily chosen to enter into this Agreement and have not been forced or pressured in any way to sign it;
(vi) The payments of Base Salary until the Employment Termination Date, the Final Payment, and the additional vesting, as of the Transition Date, of Option Shares and RSU Shares under Section 2 of this





Agreement, are each contingent on your execution of this Agreement, which releases all of your claims against the Company and the Releasees except as provided at the end of Section 6, and, except as otherwise expressly provided in Section 6, you knowingly and voluntarily agree to release the Company and the Releasees from any and all claims you may have, known or unknown, in exchange for the benefits you have obtained by signing, and that these benefits are in addition to any benefit you would have otherwise received if you did not sign this Agreement and agree to be bound by it;
(vii) You have seven (7) days after you sign this Agreement to revoke it by notifying the Company in writing, and this Agreement will not become effective or enforceable until the seven (7) day revocation period has expired;
(viii) This Agreement includes a waiver of all rights and claims you may have under the Age Discrimination in Employment Act of 1967 (29 U.S.C. §621 et seq. ); and
(ix) This Agreement does not waive any rights or claims that may arise after this Agreement becomes effective, which is seven (7) days after you sign it, provided that you do not exercise your right to revoke this Agreement.9






Sincerely,
APOLLO MANAGEMENT HOLDINGS, L.P.     
APOLLO GLOBAL MANAGEMENT, LLC



/s/ John J. Suydam
Chief Legal Officer


Read, Accepted and Agreed to:

/s/ MARC A. SPILKER



________________________________










Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Leon Black, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 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 fiscal 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.



Date: May 9, 2014
 
/s/ Leon Black
Leon Black
Chief Executive Officer




Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Martin Kelly, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 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 fiscal 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.
Date: May 9, 2014
 
/s/ Martin Kelly
Martin Kelly
Chief Financial Officer




Exhibit 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
In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leon Black, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(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.
Date: May 9, 2014
 
/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.




Exhibit 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
In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin Kelly, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(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.
Date: May 9, 2014
 
/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.