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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-8880053
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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T
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Accelerated filer
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¨
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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TABLE OF CONTENTS
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Page
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PART I
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FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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Unaudited Condensed Consolidated Financial Statements
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Condensed Consolidated Statements of Financial Condition (Unaudited) as of March 31, 2015 and December 31, 2014
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Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2015 and 2014
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2015 and 2014
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Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the Three Months Ended March 31, 2015 and 2014
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2015 and 2014
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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(i)
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the fair value of the investments of the private equity funds, partnerships and accounts we manage plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments;
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(ii)
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the net asset value, or “NAV,” of the credit funds, partnerships and accounts for which we provide investment management services, other than certain collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”), which have a fee-generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments;
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(iii)
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the gross asset value or net asset value of the real estate funds, partnerships and accounts we manage, and the structured portfolio company investments of the funds, partnerships and accounts we manage, which includes the leverage used by such structured portfolio company investments;
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(iv)
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the incremental value associated with the reinsurance investments of the portfolio company assets we manage; and
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(v)
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the fair value of any other assets that we manage for the funds, partnerships and accounts to which we provide investment management services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments
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(i)
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fair value above invested capital for those funds that earn management fees based on invested capital;
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(ii)
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net asset values related to general partner and co-investment ownership;
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(iii)
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unused credit facilities;
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(iv)
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available commitments on those funds that generate management fees on invested capital;
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(v)
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structured portfolio company investments that do not generate monitoring fees; and
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(vi)
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the difference between gross asset and net asset value for those funds that earn management fees based on net asset value.
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(ii)
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"AUM Not Currently Generating Carry," which refers to funds' invested capital that is currently below its hurdle rate or preferred return; and
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(iii)
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"Uninvested Carry-Eligible AUM," which refers to available capital for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements that are not currently part of the NAV or fair value of investments that may eventually produce carried interest income, which would be allocated to the general partner.
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March 31,
2015 |
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December 31, 2014
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
929,016
|
|
|
$
|
1,204,052
|
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Cash and cash equivalents held at consolidated funds
|
840
|
|
|
1,611
|
|
||
Restricted cash
|
6,247
|
|
|
6,353
|
|
||
Investments
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2,952,215
|
|
|
2,880,006
|
|
||
Assets of consolidated variable interest entities:
|
|
|
|
||||
Cash and cash equivalents
|
671,067
|
|
|
1,088,952
|
|
||
Investments, at fair value
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16,360,341
|
|
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15,658,653
|
|
||
Other assets
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714,732
|
|
|
323,240
|
|
||
Carried interest receivable
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896,181
|
|
|
911,666
|
|
||
Due from affiliates
|
277,941
|
|
|
268,015
|
|
||
Fixed assets, net
|
36,074
|
|
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35,906
|
|
||
Deferred tax assets
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590,239
|
|
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606,717
|
|
||
Other assets
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111,993
|
|
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84,384
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|
||
Goodwill
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49,243
|
|
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49,243
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|
||
Intangible assets, net
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51,672
|
|
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60,039
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|
||
Total Assets
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$
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23,647,801
|
|
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$
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23,178,837
|
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Liabilities and Shareholders’ Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
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$
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49,030
|
|
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$
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44,246
|
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Accrued compensation and benefits
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53,923
|
|
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59,278
|
|
||
Deferred revenue
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220,665
|
|
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199,614
|
|
||
Due to affiliates
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559,733
|
|
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565,153
|
|
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Profit sharing payable
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463,410
|
|
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434,852
|
|
||
Debt
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1,030,093
|
|
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1,034,014
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|
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Liabilities of consolidated variable interest entities:
|
|
|
|
||||
Debt, at fair value
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14,683,535
|
|
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14,123,100
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Other liabilities
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744,713
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728,718
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|
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Other liabilities
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43,926
|
|
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46,401
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|
||
Total Liabilities
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17,849,028
|
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17,235,376
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|
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Commitments and Contingencies (see note 13)
|
|
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|
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Shareholders’ Equity:
|
|
|
|
||||
Apollo Global Management, LLC shareholders’ equity:
|
|
|
|
||||
Class A shares, no par value, unlimited shares authorized, 167,912,379 and 163,046,554 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively
|
—
|
|
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—
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|
||
Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at March 31, 2015 and December 31, 2014
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—
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—
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||
Additional paid in capital
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2,114,747
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2,254,283
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Accumulated deficit
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(1,369,734
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)
|
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(1,400,661
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)
|
||
Appropriated partners’ capital
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914,872
|
|
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933,166
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|
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Accumulated other comprehensive loss
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(2,938
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)
|
|
(306
|
)
|
||
Total Apollo Global Management, LLC shareholders’ equity
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1,656,947
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1,786,482
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Non-Controlling Interests in consolidated entities
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3,351,290
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3,222,195
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Non-Controlling Interests in Apollo Operating Group
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790,536
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934,784
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|
||
Total Shareholders’ Equity
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5,798,773
|
|
|
5,943,461
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|
||
Total Liabilities and Shareholders’ Equity
|
$
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23,647,801
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|
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$
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23,178,837
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APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2015 AND 2014
(dollars in thousands, except share data)
|
|||||||
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Three Months Ended
March 31, |
||||||
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2015
|
|
2014
|
||||
Revenues:
|
|
|
|
||||
Advisory and transaction fees from affiliates, net
|
$
|
8,543
|
|
|
$
|
116,065
|
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Management fees from affiliates
|
209,207
|
|
|
209,791
|
|
||
Carried interest income from affiliates
|
59,068
|
|
|
165,544
|
|
||
Total Revenues
|
276,818
|
|
|
491,400
|
|
||
Expenses:
|
|
|
|
||||
Compensation and benefits:
|
|
|
|
||||
Salary, bonus and benefits
|
87,633
|
|
|
80,530
|
|
||
Equity-based compensation
|
20,103
|
|
|
58,978
|
|
||
Profit sharing expense
|
48,629
|
|
|
103,959
|
|
||
Total Compensation and Benefits
|
156,365
|
|
|
243,467
|
|
||
Interest expense
|
7,440
|
|
|
3,114
|
|
||
General, administrative and other
|
22,919
|
|
|
24,678
|
|
||
Professional fees
|
15,233
|
|
|
19,452
|
|
||
Occupancy
|
9,958
|
|
|
9,903
|
|
||
Placement fees
|
1,520
|
|
|
1,786
|
|
||
Depreciation and amortization
|
10,978
|
|
|
11,719
|
|
||
Total Expenses
|
224,413
|
|
|
314,119
|
|
||
Other Income:
|
|
|
|
||||
Net gains from investment activities
|
12,686
|
|
|
223,408
|
|
||
Net gains from investment activities of consolidated variable interest entities
|
134,703
|
|
|
47,735
|
|
||
Income (loss) from equity method investments
|
(1,314
|
)
|
|
22,910
|
|
||
Interest income
|
725
|
|
|
3,328
|
|
||
Other income, net
|
4,874
|
|
|
17,531
|
|
||
Total Other Income
|
151,674
|
|
|
314,912
|
|
||
Income before income tax provision
|
204,079
|
|
|
492,193
|
|
||
Income tax provision
|
(5,514
|
)
|
|
(32,549
|
)
|
||
Net Income
|
198,565
|
|
|
459,644
|
|
||
Net income attributable to Non-controlling Interests
|
(167,638
|
)
|
|
(387,475
|
)
|
||
Net Income Attributable to Apollo Global Management, LLC
|
$
|
30,927
|
|
|
$
|
72,169
|
|
Distributions Declared per Class A Share
|
$
|
0.86
|
|
|
$
|
1.08
|
|
Net Income Per Class A Share:
|
|
|
|
||||
Net Income Available to Class A Share – Basic
|
$
|
0.09
|
|
|
$
|
0.32
|
|
Net Income Available to Class A Share –Diluted
|
$
|
0.09
|
|
|
$
|
0.32
|
|
Weighted Average Number of Class A Shares Outstanding – Basic
|
165,968,620
|
|
|
147,776,519
|
|
||
Weighted Average Number of Class A Shares Outstanding – Diluted
|
165,968,620
|
|
|
147,776,519
|
|
APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2015 and 2014
(dollars in thousands, except share data)
|
|||||||
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Net Income
|
$
|
198,565
|
|
|
$
|
459,644
|
|
Other Comprehensive Loss, net of tax:
|
|
|
|
||||
Allocation of currency translation adjustment of consolidated CLOs and fund entities
|
(9,066
|
)
|
|
—
|
|
||
Net gain from change in fair value of cash flow hedge instruments
|
26
|
|
|
—
|
|
||
Net loss on available-for-sale securities (from equity method investment)
|
(33
|
)
|
|
(4
|
)
|
||
Total Other Comprehensive Loss, net of tax
|
(9,073
|
)
|
|
(4
|
)
|
||
Comprehensive Income
|
189,492
|
|
|
459,640
|
|
||
Comprehensive Income attributable to Non-Controlling Interests
|
(67,892
|
)
|
|
(362,652
|
)
|
||
Comprehensive Income Attributable to Apollo Global Management, LLC
|
$
|
121,600
|
|
|
$
|
96,988
|
|
|
Apollo Global Management, LLC Shareholders
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Shares
|
|
Class B
Shares
|
|
Additional
Paid in
Capital
|
|
Accumulated
Deficit
|
|
Appropriated
Partners’
Capital
|
|
Accumulated
Other
Comprehensive Income (Loss)
|
|
Total Apollo
Global
Management,
LLC
Shareholders’
Equity
|
|
Non-
Controlling
Interests in
Consolidated
Entities
|
|
Non-
Controlling
Interests in
Apollo
Operating
Group
|
|
Total
Shareholders’
Equity
|
||||||||||||||||||
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
|
|
Balance at January 1, 2015
|
163,046,554
|
|
|
1
|
|
|
$
|
2,254,283
|
|
|
$
|
(1,400,661
|
)
|
|
$
|
933,166
|
|
|
$
|
(306
|
)
|
|
$
|
1,786,482
|
|
|
$
|
3,222,195
|
|
|
$
|
934,784
|
|
|
$
|
5,943,461
|
|
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
965
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
965
|
|
|
—
|
|
|
—
|
|
|
965
|
|
||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
17,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,383
|
|
|
—
|
|
|
—
|
|
|
17,383
|
|
||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159,777
|
|
|
—
|
|
|
159,777
|
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
(159,658
|
)
|
|
—
|
|
|
(111,599
|
)
|
|
—
|
|
|
(271,257
|
)
|
|
(53,263
|
)
|
|
(191,311
|
)
|
|
(515,831
|
)
|
||||||||
Distributions related to deliveries of Class A shares for RSUs
|
4,640,825
|
|
|
—
|
|
|
2,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,451
|
|
|
—
|
|
|
—
|
|
|
2,451
|
|
||||||||
Net transfers of AAA ownership interest to (from) Non-Controlling Interests in consolidated entities
|
—
|
|
|
—
|
|
|
(2,716
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,716
|
)
|
|
2,716
|
|
|
—
|
|
|
—
|
|
||||||||
Satisfaction of liability related to AAA RDUs
|
—
|
|
|
—
|
|
|
1,075
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
||||||||
Exchange of AOG Units for Class A shares
|
225,000
|
|
|
—
|
|
|
964
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
964
|
|
|
—
|
|
|
(964
|
)
|
|
—
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
30,927
|
|
|
92,164
|
|
|
—
|
|
|
123,091
|
|
|
27,462
|
|
|
48,012
|
|
|
198,565
|
|
||||||||
Allocation of currency translation adjustment of consolidated CLOs and fund entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,141
|
|
|
(2,610
|
)
|
|
(1,469
|
)
|
|
(7,597
|
)
|
|
—
|
|
|
(9,066
|
)
|
||||||||
Change in cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
15
|
|
|
26
|
|
||||||||
Net loss on available-for-sale securities (from equity method investment)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||||
Balance at March 31, 2015
|
167,912,379
|
|
|
1
|
|
|
$
|
2,114,747
|
|
|
$
|
(1,369,734
|
)
|
|
$
|
914,872
|
|
|
$
|
(2,938
|
)
|
|
$
|
1,656,947
|
|
|
$
|
3,351,290
|
|
|
$
|
790,536
|
|
|
$
|
5,798,773
|
|
|
2015
|
|
2014
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
198,565
|
|
|
$
|
459,644
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Equity-based compensation
|
20,103
|
|
|
58,978
|
|
||
Depreciation and amortization
|
10,978
|
|
|
11,719
|
|
||
Cash distributions of earnings from equity method investments
|
2,421
|
|
|
23,261
|
|
||
(Income) Loss from equity method investments
|
1,314
|
|
|
(22,910
|
)
|
||
Excess tax benefits from share-based payment arrangements
|
(2,451
|
)
|
|
—
|
|
||
Deferred taxes, net
|
17,260
|
|
|
(7,426
|
)
|
||
Other non-cash amounts included in net income, net
|
(15,593
|
)
|
|
(27,127
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Carried interest receivable
|
3,842
|
|
|
363,377
|
|
||
Due from affiliates
|
(12,725
|
)
|
|
(55,709
|
)
|
||
Other assets
|
(13,394
|
)
|
|
(11,397
|
)
|
||
Accounts payable and accrued expenses
|
7,235
|
|
|
34,262
|
|
||
Accrued compensation and benefits
|
(5,877
|
)
|
|
9,512
|
|
||
Deferred revenue
|
21,051
|
|
|
57,641
|
|
||
Due to affiliates
|
(22,131
|
)
|
|
(67,448
|
)
|
||
Profit sharing payable
|
25,690
|
|
|
(89,120
|
)
|
||
Other liabilities
|
(5,046
|
)
|
|
5,179
|
|
||
Apollo Funds related:
|
|
|
|
||||
Net realized gains from investment activities
|
(11,408
|
)
|
|
(17,129
|
)
|
||
Net unrealized gains from investment activities
|
(156,596
|
)
|
|
(204,372
|
)
|
||
Net realized gains on debt
|
—
|
|
|
(357
|
)
|
||
Net unrealized losses on debt
|
68,218
|
|
|
14,119
|
|
||
Change in cash held at consolidated variable interest entities
|
389,530
|
|
|
41,212
|
|
||
Purchases of investments
|
(2,198,905
|
)
|
|
(2,717,322
|
)
|
||
Proceeds from sale of investments and liquidating distributions
|
1,571,701
|
|
|
2,580,260
|
|
||
Change in other assets
|
(407,166
|
)
|
|
(370,788
|
)
|
||
Change in other liabilities
|
44,358
|
|
|
344,380
|
|
||
Net Cash (Used in) Provided by Operating Activities
|
$
|
(469,026
|
)
|
|
$
|
412,439
|
|
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchases of fixed assets
|
(2,803
|
)
|
|
(1,520
|
)
|
||
Proceeds from disposals of fixed assets
|
2
|
|
|
11
|
|
||
Cash contributions to equity method investments
|
(36,419
|
)
|
|
(34,916
|
)
|
||
Cash distributions from equity method investments
|
7,287
|
|
|
11,689
|
|
||
Change in restricted cash
|
106
|
|
|
(45
|
)
|
||
Cash distributions for loans
|
(10,026
|
)
|
|
—
|
|
||
Net Cash Used in Investing Activities
|
$
|
(41,853
|
)
|
|
$
|
(24,781
|
)
|
Cash Flows from Financing Activities:
|
|
|
|
||||
Satisfaction of contingent obligations
|
(4,929
|
)
|
|
(14,558
|
)
|
||
Distributions related to deliveries of Class A shares for RSUs
|
—
|
|
|
(631
|
)
|
||
Distributions paid to Non-Controlling Interests in consolidated entities
|
(2,811
|
)
|
|
(5,231
|
)
|
||
Distributions paid
|
(144,394
|
)
|
|
(167,209
|
)
|
||
Distributions paid to Non-Controlling Interests in Apollo Operating Group
|
(191,311
|
)
|
|
(247,271
|
)
|
||
Excess tax benefits from share-based payment arrangements
|
2,451
|
|
|
—
|
|
||
Apollo Funds related:
|
|
|
|
||||
Issuance of debt
|
909,905
|
|
|
1,023,967
|
|
||
Principal repayment of debt
|
(331,565
|
)
|
|
(918,736
|
)
|
||
Purchase of AAA units
|
—
|
|
|
(312
|
)
|
||
Distributions paid
|
(111,599
|
)
|
|
(90,755
|
)
|
||
Distributions paid to Non-Controlling Interests in consolidated variable interest entities
|
(50,452
|
)
|
|
(12,471
|
)
|
||
Contributions from Non-Controlling Interests in consolidated variable interest entities
|
159,777
|
|
|
96,153
|
|
||
Net Cash Provided by (Used in) Financing Activities
|
$
|
235,072
|
|
|
$
|
(337,054
|
)
|
Net Increase (Decrease) in Cash and Cash Equivalents
|
(275,807
|
)
|
|
50,604
|
|
||
Cash and Cash Equivalents, Beginning of Period
|
1,205,663
|
|
|
1,079,537
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
929,856
|
|
|
$
|
1,130,141
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
2,639
|
|
|
$
|
3,494
|
|
Interest paid by consolidated variable interest entities
|
61,501
|
|
|
39,328
|
|
||
Income taxes paid
|
1,860
|
|
|
1,644
|
|
||
Supplemental Disclosure of Non-Cash Investing Activities:
|
|
|
|
||||
Non-cash contributions to equity method investments
|
$
|
31,347
|
|
|
$
|
—
|
|
Non-cash distributions from equity method investments
|
(1,630
|
)
|
|
(702
|
)
|
||
Supplemental Disclosure of Non-Cash Financing Activities:
|
|
|
|
||||
Declared and unpaid distributions
|
$
|
(15,264
|
)
|
|
$
|
(19,135
|
)
|
Capital increases related to equity-based compensation
|
17,383
|
|
|
58,682
|
|
||
Other non-cash financing
|
2,007
|
|
|
1,837
|
|
||
Adjustments related to exchange of Apollo Operating Group units:
|
|
|
|
||||
Non-Controlling Interest in Apollo Operating Group
|
$
|
964
|
|
|
$
|
—
|
|
•
|
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.
|
|
As of
March 31, 2015 |
|
As of
December 31, 2014 |
||||
Investments, at fair value
|
$
|
2,516,255
|
|
|
$
|
2,499,128
|
|
Equity method investments
|
435,960
|
|
|
380,878
|
|
||
Total Investments
|
$
|
2,952,215
|
|
|
$
|
2,880,006
|
|
|
As of March 31, 2015
|
|
As of December 31, 2014
|
||||||||||||||||||||||||||||||||||
|
Fair Value
|
|
|
|
|
|
Fair Value
|
|
|
|
|
||||||||||||||||||||||||||
Investments, at
Fair Value –
Affiliates
|
Private
Equity
|
|
Credit
|
|
Total
|
|
Cost
|
|
% of Net
Assets of
Consolidated
Funds
|
|
Private Equity
|
|
Credit
|
|
Total
|
|
Cost
|
|
% of Net
Assets of
Consolidated
Funds
|
||||||||||||||||||
AAA
|
$
|
2,154,663
|
|
|
$
|
—
|
|
|
$
|
2,154,663
|
|
|
$
|
1,494,358
|
|
|
98.6
|
%
|
|
$
|
2,144,118
|
|
|
$
|
—
|
|
|
$
|
2,144,118
|
|
|
$
|
1,494,358
|
|
|
98.6
|
%
|
Athene Holding
|
28,349
|
|
|
301,138
|
|
|
329,487
|
|
|
327,372
|
|
|
N/A
|
|
|
25,104
|
|
|
299,410
|
|
|
324,514
|
|
|
324,293
|
|
|
N/A
|
|
||||||||
Apollo Senior Loan Fund
|
—
|
|
|
31,598
|
|
|
31,598
|
|
|
30,100
|
|
|
1.4
|
|
|
—
|
|
|
29,896
|
|
|
29,896
|
|
|
30,100
|
|
|
1.4
|
|
||||||||
Other Investments
|
360
|
|
|
147
|
|
|
507
|
|
|
620
|
|
|
N/A
|
|
|
486
|
|
|
114
|
|
|
600
|
|
|
3,318
|
|
|
N/A
|
|
||||||||
Total
|
$
|
2,183,372
|
|
|
$
|
332,883
|
|
|
$
|
2,516,255
|
|
|
$
|
1,852,450
|
|
|
100.0
|
%
|
|
$
|
2,169,708
|
|
|
$
|
329,420
|
|
|
$
|
2,499,128
|
|
|
$
|
1,852,069
|
|
|
100.0
|
%
|
|
As of March 31, 2015
|
|
As of December 31, 2014
|
||||||||||||||||||||||
|
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
|
|
$
|
2,254,033
|
|
|
$
|
1,361,120
|
|
|
103.2
|
%
|
|
Equity
|
|
$
|
2,244,192
|
|
|
$
|
1,363,532
|
|
|
103.2
|
%
|
|
For the Three Months Ended
March 31, 2015 |
||||||||||
|
Private Equity
|
|
Credit
|
|
Total
|
||||||
Realized gains on sales of investments
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Change in net unrealized gains due to changes in fair values
|
10,570
|
|
|
2,100
|
|
|
12,670
|
|
|||
Net Gains from Investment Activities
|
$
|
10,570
|
|
|
$
|
2,116
|
|
|
$
|
12,686
|
|
|
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
|
|
|
Equity Held as of
|
|
||||||||||||
|
March 31, 2015
|
|
% of
Ownership
|
|
December 31, 2014
|
|
% of
Ownership
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
|
||||||
AAA Investments
|
$
|
1,300
|
|
|
0.057
|
%
|
|
$
|
1,293
|
|
|
0.057
|
%
|
|
Apollo Investment Fund IV, L.P. ("Fund IV")
|
8
|
|
|
0.036
|
|
|
8
|
|
|
0.022
|
|
|
||
Apollo Investment Fund V, L.P. ("Fund V")
|
63
|
|
|
0.036
|
|
|
68
|
|
|
0.031
|
|
|
||
Apollo Investment Fund VI, L.P. ("Fund VI")
|
6,220
|
|
|
0.115
|
|
|
6,173
|
|
|
0.114
|
|
|
||
Apollo Investment Fund VII, L.P. ("Fund VII")
|
82,475
|
|
|
1.231
|
|
|
78,286
|
|
|
1.223
|
|
|
||
Apollo Investment Fund VIII, L.P. ("Fund VIII")
|
49,934
|
|
|
2.186
|
|
|
33,099
|
|
|
2.241
|
|
|
||
Apollo Natural Resources Partners, L.P. ("ANRP")
|
5,974
|
|
|
0.818
|
|
|
5,608
|
|
|
0.807
|
|
|
||
AION Capital Partners Limited ("AION")
|
16,777
|
|
|
6.029
|
|
|
14,707
|
|
|
6.113
|
|
|
||
Apollo Asia Private Credit Fund, L.P. ("APC")
|
53
|
|
|
0.044
|
|
|
47
|
|
|
0.044
|
|
|
||
VC Holdings, L.P. Series A ("Vantium A/B")
|
15
|
|
|
6.450
|
|
|
12
|
|
|
6.450
|
|
|
||
VC Holdings, L.P. Series C ("Vantium C")
|
64
|
|
|
2.071
|
|
|
48
|
|
|
2.071
|
|
|
||
VC Holdings, L.P. Series D ("Vantium D")
|
178
|
|
|
6.345
|
|
|
180
|
|
|
6.345
|
|
|
||
Total Private Equity Funds
(5)
|
163,061
|
|
|
|
|
139,529
|
|
|
|
|
||||
Credit Funds:
|
|
|
|
|
|
|
|
|
||||||
Apollo Special Opportunities Managed Account, L.P. ("SOMA")
|
6,733
|
|
|
0.812
|
|
|
6,997
|
|
|
0.841
|
|
|
||
Apollo Value Strategic Fund, L.P. ("VIF")
|
141
|
|
|
0.076
|
|
|
146
|
|
|
0.067
|
|
|
||
Apollo Strategic Value Fund, L.P. ("SVF")
|
9
|
|
|
0.034
|
|
|
10
|
|
|
0.033
|
|
|
||
Apollo Credit Liquidity Fund, L.P. ("ACLF")
|
2,621
|
|
|
2.770
|
|
|
4,128
|
|
|
2.771
|
|
|
||
Apollo Credit Opportunity Fund I, L.P. ("COF I")
|
2,255
|
|
|
1.873
|
|
|
2,298
|
|
|
1.870
|
|
|
||
Apollo Credit Opportunity Fund II, L.P. ("COF II")
|
2,263
|
|
|
1.488
|
|
|
2,249
|
|
|
1.497
|
|
|
||
Apollo Credit Opportunity Fund III, L.P. ("COF III")
|
13,349
|
|
|
1.059
|
|
|
13,102
|
|
|
1.061
|
|
|
||
Apollo European Principal Finance Fund, L.P. ("EPF I")
|
6,470
|
|
|
1.467
|
|
|
7,647
|
|
|
1.449
|
|
|
||
Apollo European Principal Finance Fund II, L.P. ("EPF II")
|
44,911
|
|
|
1.760
|
|
|
44,523
|
|
|
1.760
|
|
|
||
Apollo Investment Europe II, L.P. ("AIE II")
|
3,110
|
|
|
3.080
|
|
|
3,203
|
|
|
1.937
|
|
|
||
Apollo Europe Co-Investors III (D), LLC ("AIE III")
|
2,066
|
|
|
2.922
|
|
|
1,540
|
|
|
2.914
|
|
|
||
Apollo Palmetto Strategic Partnership, L.P. ("Palmetto")
|
14,179
|
|
|
1.186
|
|
|
14,049
|
|
|
1.186
|
|
|
||
Apollo Senior Floating Rate Fund Inc. ("AFT")
|
92
|
|
|
0.034
|
|
|
86
|
|
|
0.031
|
|
|
||
Apollo Residential Mortgage, Inc. ("AMTG")
(3)
|
4,156
|
|
(1)
|
0.592
|
|
(1)
|
4,263
|
|
(2)
|
0.593
|
|
(2)
|
||
Apollo European Credit, L.P. ("AEC")
|
2,414
|
|
|
1.115
|
|
|
2,443
|
|
|
1.081
|
|
|
||
Apollo European Strategic Investments, L.P. ("AESI")
|
3,268
|
|
|
0.990
|
|
|
3,834
|
|
|
0.990
|
|
|
||
Apollo European Strategic Investments II, L.P. (AESI II")
|
420
|
|
|
0.990
|
|
|
123
|
|
|
0.990
|
|
|
||
Apollo Centre Street Partnership, L.P. ("ACSP")
|
11,274
|
|
|
2.481
|
|
|
11,474
|
|
|
2.439
|
|
|
||
Apollo Investment Corporation ("AINV")
(4)
|
58,910
|
|
(1)
|
3.129
|
|
(1)
|
64,382
|
|
(2)
|
3.057
|
|
(2)
|
||
Apollo SK Strategic Investments, L.P. ("SK")
|
1,712
|
|
|
0.990
|
|
|
1,693
|
|
|
0.990
|
|
|
||
Apollo SPN Investments I, L.P.
|
5,153
|
|
|
0.639
|
|
|
5,500
|
|
|
0.720
|
|
|
||
CION Investment Corporation ("CION")
|
1,000
|
|
|
0.172
|
|
|
1,000
|
|
|
0.206
|
|
|
||
Apollo Tactical Income Fund Inc. ("AIF")
|
85
|
|
|
0.032
|
|
|
84
|
|
|
0.032
|
|
|
||
Apollo Franklin Partnership, L.P. ("Franklin Fund")
|
9,240
|
|
|
9.091
|
|
|
9,647
|
|
|
9.091
|
|
|
||
Apollo Zeus Strategic Investments, L.P. ("Zeus")
|
6,666
|
|
|
3.394
|
|
|
6,404
|
|
|
3.392
|
|
|
||
Apollo Lincoln Fixed Income Fund, L.P.
|
1,637
|
|
|
0.993
|
|
|
1,398
|
|
|
0.993
|
|
|
||
Apollo Lincoln Private Credit Fund, L.P.
|
314
|
|
|
0.990
|
|
|
194
|
|
|
0.990
|
|
|
||
Apollo Structured Credit Recovery Master Fund III, L.P.
|
429
|
|
|
0.124
|
|
|
315
|
|
|
0.126
|
|
|
||
Apollo Total Return Fund L.P.
|
165
|
|
|
0.039
|
|
|
163
|
|
|
0.046
|
|
|
||
Apollo Credit Short Opportunities Fund L.P.
|
19
|
|
|
0.016
|
|
|
19
|
|
|
0.027
|
|
|
||
MidCap FinCo Limited ("MidCap")
|
37,874
|
|
|
5.580
|
|
|
—
|
|
|
—
|
|
|
||
Total Credit Funds
(5)
|
242,935
|
|
|
|
|
|
212,914
|
|
|
|
|
|
||
Real Estate:
|
|
|
|
|
|
|
|
|
||||||
ARI
(3)
|
13,998
|
|
(1)
|
1.494
|
|
(1)
|
13,989
|
|
(2)
|
1.495
|
|
(2)
|
||
AGRE U.S. Real Estate Fund, L.P.
|
11,750
|
|
|
1.845
|
|
|
10,519
|
|
|
1.845
|
|
|
||
CPI Capital Partners North America, L.P.
|
124
|
|
|
0.410
|
|
|
137
|
|
|
0.408
|
|
|
||
CPI Capital Partners Europe, L.P.
|
5
|
|
|
0.001
|
|
|
5
|
|
|
0.001
|
|
|
||
CPI Capital Partners Asia Pacific, L.P.
|
96
|
|
|
0.039
|
|
|
96
|
|
|
0.039
|
|
|
||
Apollo GSS Holding (Cayman), L.P.
|
3,558
|
|
|
4.750
|
|
|
3,564
|
|
|
4.750
|
|
|
BEA/AGRE China Real Estate Fund, L.P.
|
90
|
|
|
1.031
|
|
|
87
|
|
|
1.031
|
|
|
||
Other
|
343
|
|
|
NM
|
|
|
38
|
|
|
NM
|
|
|
||
Total Real Estate Funds
(5)
|
29,964
|
|
|
|
|
|
28,435
|
|
|
|
|
|
||
Total
|
$
|
435,960
|
|
|
|
|
|
$
|
380,878
|
|
|
|
|
|
(1)
|
Amounts are as of December 31, 2014.
|
(2)
|
Amounts are as of September 30, 2014.
|
(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
$56,895
and
$53,693
based on the quoted market price as of
March 31, 2015
and
December 31, 2014
, respectively.
|
(5)
|
Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds' investments.
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Net unrealized gains (losses) from investment activities
|
$
|
143,960
|
|
|
$
|
(911
|
)
|
Net realized gains from investment activities
|
11,395
|
|
|
17,014
|
|
||
Net gains from investment activities
|
155,355
|
|
|
16,103
|
|
||
Net unrealized losses from debt
|
(68,218
|
)
|
|
(14,119
|
)
|
||
Net realized gains from debt
|
—
|
|
|
357
|
|
||
Net losses from debt
|
(68,218
|
)
|
|
(13,762
|
)
|
||
Interest and other income
|
179,297
|
|
|
170,994
|
|
||
Interest and other expenses
|
(131,731
|
)
|
|
(125,600
|
)
|
||
Net Gains from Investment Activities of Consolidated Variable Interest Entities
|
$
|
134,703
|
|
|
$
|
47,735
|
|
|
As of
March 31, 2015 |
|
As of
December 31, 2014 |
||||||||||||||
|
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)
|
$
|
13,756,082
|
|
|
1.65
|
%
|
|
7.8
|
|
$
|
13,459,387
|
|
|
1.60
|
%
|
|
7.8
|
Subordinated Notes
(2)(3)
|
1,253,175
|
|
|
N/A
|
|
(1)
|
8.9
|
|
1,183,834
|
|
|
N/A
|
|
(1)
|
9.0
|
||
Total
|
$
|
15,009,257
|
|
|
|
|
|
|
$
|
14,643,221
|
|
|
|
|
|
(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, 2015
and
December 31, 2014
was
$14,683.5 million
a
nd
$14,123.1 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, 2015
and
December 31, 2014
, the fair value of the consolidated VIE assets was
$17,746.1 million
and
$17,070.8 million
, respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.
|
|
As of
March 31, 2015 |
|
||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Apollo Exposure
|
|
||||||
Total
|
$
|
12,941,226
|
|
(1)
|
$
|
1,492,327
|
|
(2)
|
$
|
67,585
|
|
(3)
|
(1)
|
Consists of
$893.6 million
in cash,
$11,728.5 million
in investments and
$319.2 million
in receivables.
|
(2)
|
Represents
$318.7 million
in debt and other payables,
$1,170.6 million
in securities sold, not purchased, and
$3.0 million
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
$2,879.8 million
as of
March 31, 2015
as discussed in note
13
.
|
|
As of
December 31, 2014 |
|
||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Apollo Exposure
|
|
||||||
Total
|
$
|
11,676,038
|
|
(1)
|
$
|
729,515
|
|
(2)
|
$
|
30,752
|
|
(3)
|
(1)
|
Consists of
$794.5 million
in cash,
$10,456.0 million
in investments and
$425.6 million
in receivables.
|
(2)
|
Represents
$362.0 million
in debt and other payables,
$359.4 million
in securities sold, not purchased, and
$8.2 million
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
$2,892.8 million
as of
December 31, 2014
.
|
|
As of March 31, 2015
|
||||||||||||||
|
Level I
(6)
|
|
Level II
(6)
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment in AAA Investments
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,154,663
|
|
|
$
|
2,154,663
|
|
Investments held by Apollo Senior Loan Fund
(1)
|
—
|
|
|
28,010
|
|
|
3,588
|
|
|
31,598
|
|
||||
Other Investments
(1)
|
—
|
|
|
—
|
|
|
507
|
|
|
507
|
|
||||
Investment in Athene Holding
(2)
|
—
|
|
|
—
|
|
|
329,487
|
|
|
329,487
|
|
||||
AAA/Athene Receivable
(2)
|
—
|
|
|
—
|
|
|
60,155
|
|
|
60,155
|
|
||||
Investments of VIEs, at fair value
(4)
|
199
|
|
|
14,168,449
|
|
|
2,191,693
|
|
|
16,360,341
|
|
||||
Total Assets
|
$
|
199
|
|
|
$
|
14,196,459
|
|
|
$
|
4,740,093
|
|
|
$
|
18,936,751
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liabilities of VIEs, at fair value
(4)(5)
|
$
|
—
|
|
|
$
|
1,666,255
|
|
|
$
|
13,030,554
|
|
|
$
|
14,696,809
|
|
Contingent Consideration Obligations
(3)
|
—
|
|
|
—
|
|
|
98,994
|
|
|
98,994
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
1,666,255
|
|
|
$
|
13,129,548
|
|
|
$
|
14,795,803
|
|
|
As of December 31, 2014
|
||||||||||||||
|
Level I
(6)
|
|
Level II
(6)
|
|
Level III
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment in AAA Investments
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,144,118
|
|
|
$
|
2,144,118
|
|
Investments held by Apollo Senior Loan Fund
(1)
|
—
|
|
|
25,537
|
|
|
4,359
|
|
|
29,896
|
|
||||
Other Investments
(1)
|
—
|
|
|
—
|
|
|
600
|
|
|
600
|
|
||||
Investment in Athene Holding
(2)
|
—
|
|
|
—
|
|
|
324,514
|
|
|
324,514
|
|
||||
AAA/Athene Receivable
(2)
|
—
|
|
|
—
|
|
|
61,292
|
|
|
61,292
|
|
||||
Investments of VIEs, at fair value
(4)
|
176
|
|
|
13,135,564
|
|
|
2,522,913
|
|
|
15,658,653
|
|
||||
Total Assets
|
$
|
176
|
|
|
$
|
13,161,101
|
|
|
$
|
5,057,796
|
|
|
$
|
18,219,073
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liabilities of VIEs, at fair value
(4)(5)
|
$
|
—
|
|
|
$
|
1,793,353
|
|
|
$
|
12,343,021
|
|
|
$
|
14,136,374
|
|
Contingent Consideration Obligations
(3)
|
—
|
|
|
—
|
|
|
96,126
|
|
|
96,126
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
1,793,353
|
|
|
$
|
12,439,147
|
|
|
$
|
14,232,500
|
|
(1)
|
See note
3
for further disclosure regarding the investment in AAA Investments, investments held by Apollo Senior Loan Fund, and other investments.
|
(2)
|
See note
12
for further disclosure regarding the investment in Athene Holding and the AAA/Athene Receivable.
|
(3)
|
See note
13
for further disclosure regarding contingent consideration obligations.
|
(4)
|
See note
4
for further disclosure regarding VIEs.
|
(5)
|
As of
March 31, 2015
, liabilities of VIEs, at fair value includes debt and other liabilities of
$14,683.5 million
and
$13.3 million
, respectively. As of
December 31, 2014
, liabilities of VIEs, at fair value includes debt and other liabilities of
$14,123.1 million
and
$13.3 million
, respectively. Other liabilities include contingent obligations classified as Level III.
|
(6)
|
All Level I and Level II investments and liabilities were valued using third party pricing.
|
|
For the Three Months Ended March 31, 2015
|
||||||||||||||||||||||||||
|
Investment in AAA Investments
|
|
Investments held by Apollo Senior Loan Fund
|
|
Other Investments
|
|
Investment in Athene Holding
|
|
AAA/Athene Receivable
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||||||
Balance, Beginning of Period
|
$
|
2,144,118
|
|
|
$
|
4,359
|
|
|
$
|
600
|
|
|
$
|
324,514
|
|
|
$
|
61,292
|
|
|
$
|
2,522,913
|
|
|
$
|
5,057,796
|
|
Elimination of investments attributable to consolidation of VIEs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,653
|
|
|
21,653
|
|
|||||||
Fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,942
|
|
|
—
|
|
|
1,942
|
|
|||||||
Purchases
|
—
|
|
|
1,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,168
|
|
|
149,660
|
|
|||||||
Sale of investments/Distributions
|
—
|
|
|
(648
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,911
|
)
|
|
(29,559
|
)
|
|||||||
Net realized gains
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,929
|
|
|
21,933
|
|
|||||||
Changes in net unrealized gains (losses)
|
10,545
|
|
|
(38
|
)
|
|
(93
|
)
|
|
1,894
|
|
|
—
|
|
|
(21,060
|
)
|
|
(8,752
|
)
|
|||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,109
|
)
|
|
(13,109
|
)
|
|||||||
Transfer into Level III
(2)
|
—
|
|
|
935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
261,144
|
|
|
262,079
|
|
|||||||
Transfer out of Level III
(2)
|
—
|
|
|
(2,516
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(721,034
|
)
|
|
(723,550
|
)
|
|||||||
Settlement of derivatives/receivable
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,079
|
|
|
(3,079
|
)
|
|
—
|
|
|
—
|
|
|||||||
Balance, End of Period
|
$
|
2,154,663
|
|
|
$
|
3,588
|
|
|
$
|
507
|
|
|
$
|
329,487
|
|
|
$
|
60,155
|
|
|
$
|
2,191,693
|
|
|
$
|
4,740,093
|
|
Change in net unrealized gains (losses) included in Net Gains (Losses) from Investment Activities related to investments still held at reporting date
|
$
|
10,545
|
|
|
$
|
(38
|
)
|
|
$
|
(93
|
)
|
|
$
|
1,894
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,308
|
|
Change in net unrealized losses included in Net Gains (Losses) from Investment Activities of Consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,730
|
)
|
|
(2,730
|
)
|
(1)
|
See note
12
for further disclosure regarding the settlement of the Athene Services Derivative, the AAA Services Derivative and the investment in Athene Holding.
|
(2)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets 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
|
||||||||||||||||||||||
|
Investment in AAA Investments
|
|
Investments held by Apollo Senior Loan Fund
|
|
Other Investments
|
|
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
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141,353
|
|
|
141,353
|
|
||||||
Transfer out of Level III
(1)
|
—
|
|
|
(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
|
|
(1)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets 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,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Liabilities of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
|
Debt of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
||||||||||||
Balance, Beginning of Period
|
$
|
12,343,021
|
|
|
$
|
96,126
|
|
|
$
|
12,439,147
|
|
|
$
|
9,994,147
|
|
|
$
|
135,511
|
|
|
$
|
10,129,658
|
|
Elimination of debt attributable to consolidation of VIEs
|
16,885
|
|
|
—
|
|
|
16,885
|
|
|
(15,394
|
)
|
|
—
|
|
|
(15,394
|
)
|
||||||
Additions
|
909,905
|
|
|
—
|
|
|
909,905
|
|
|
750,966
|
|
|
—
|
|
|
750,966
|
|
||||||
Payments
|
(209,717
|
)
|
|
(4,929
|
)
|
|
(214,646
|
)
|
|
(558,608
|
)
|
|
(14,558
|
)
|
|
(573,166
|
)
|
||||||
Net realized gains
|
—
|
|
|
—
|
|
|
—
|
|
|
(357
|
)
|
|
—
|
|
|
(357
|
)
|
||||||
Changes in net unrealized losses
|
61,496
|
|
|
7,797
|
|
|
69,293
|
|
|
5,633
|
|
|
5,520
|
|
|
11,153
|
|
||||||
Cumulative translation adjustment
|
(107,778
|
)
|
|
—
|
|
|
(107,778
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Transfers into Level III
(1)
|
67,035
|
|
|
—
|
|
|
67,035
|
|
|
316,252
|
|
|
—
|
|
|
316,252
|
|
||||||
Transfers out of Level III
(1)
|
(50,293
|
)
|
|
—
|
|
|
(50,293
|
)
|
|
(70,319
|
)
|
|
—
|
|
|
(70,319
|
)
|
||||||
Balance, End of Period
|
$
|
13,030,554
|
|
|
$
|
98,994
|
|
|
$
|
13,129,548
|
|
|
$
|
10,422,320
|
|
|
$
|
126,473
|
|
|
$
|
10,548,793
|
|
Change in net unrealized (gains) included in Net (Losses) Gains from Investment Activities of consolidated VIEs related to liabilities still held at reporting date
|
$
|
61,183
|
|
|
$
|
—
|
|
|
$
|
61,183
|
|
|
$
|
4,996
|
|
|
$
|
—
|
|
|
$
|
4,996
|
|
Change in net unrealized losses included in Profit Sharing Expense related to liabilities still held at reporting date
|
—
|
|
|
7,797
|
|
|
7,797
|
|
|
—
|
|
|
5,520
|
|
|
5,520
|
|
(1)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these financial 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.
|
|
As of March 31, 2015
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of Consolidated Apollo Funds:
|
|
|
|
|
|
|
|
|
|
||
AAA Investments
(1)
|
$
|
2,154,663
|
|
|
Net Asset Value
|
|
N/A
|
|
N/A
|
|
N/A
|
Apollo Senior Loan Fund
|
3,588
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investments in Other
|
507
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investment in Athene Holding
|
329,487
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
15.0%
|
|
15.0%
|
|
AAA/Athene Receivable
|
60,155
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
15.0%
|
|
15.0%
|
|
Investments of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Bank Debt Term Loans
|
946,153
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
80,785
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
7.3% - 8.5%
|
|
8.0%
|
||
17,113
|
|
|
Market Comparable Companies
|
|
Comparable Multiples
|
|
6.8x
|
|
6.8x
|
||
6,209
|
|
|
Transaction
|
|
Purchase Price
|
|
N/A
|
|
N/A
|
||
Corporate Loans/Bonds/CLO Notes
(3)
|
1,063,222
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Equity Securities
|
2,033
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
55,211
|
|
|
Transaction
|
|
Purchase Price
|
|
N/A
|
|
N/A
|
||
20,967
|
|
|
Transaction
|
|
Implied Multiple
|
|
4.6x
|
|
4.6x
|
||
Total Investments of Consolidated VIEs
|
2,191,693
|
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
4,740,093
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||
Liabilities of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Subordinated Notes
|
$
|
901,563
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
10.0% - 14.0%
|
|
12.1%
|
|
Default Rate
|
|
1.0% - 2.0%
|
|
1.7%
|
||||||
|
Recovery Rate
|
|
75.0%
|
|
75.0%
|
||||||
Subordinated Notes
|
144,885
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured and Subordinated Notes
|
11,970,832
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Contingent Obligation
|
13,274
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Liabilities of Consolidated VIEs
|
13,030,554
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration Obligation
|
98,994
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
10.0% - 17.5%
|
|
14.9%
|
|
Total Financial Liabilities
|
$
|
13,129,548
|
|
|
|
|
|
|
|
|
|
(1)
|
The net asset value of the underlying securities held by AAA Investments represents its sole investment in Athene, offset by other net liabilities. The investment in Athene was valued at
$2,254.0 million
as of March 31, 2015 using the embedded value method based on the present value of the future expected regulatory distributable income generated by the net assets of Athene plus the excess capital (i.e., the capital in excess of what is required to be held against Athene’s liabilities). The unobservable inputs and respective ranges used are the same as noted for the Investment in Athene Holding and the AAA/Athene Receivable in the table above. See note
12
for discussion of the investment in Athene Holding.
|
(2)
|
These securities are valued primarily using broker quotes.
|
(3)
|
Balance includes investments in an affiliated fund, which primarily invests in corporate loans, bonds, and CLO notes. Balance at
March 31, 2015
included investments in an affiliated fund in the amount of
$953.2 million
, which were valued based on NAV.
|
|
As of December 31, 2014
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of Consolidated Apollo Funds:
|
|
|
|
|
|
|
|
|
|
||
AAA Investments
(1)
|
$
|
2,144,118
|
|
|
Net Asset Value
|
|
N/A
|
|
N/A
|
|
N/A
|
Apollo Senior Loan Fund
|
4,359
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Other Investments
|
600
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investment in Athene Holding
|
324,514
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
15.0%
|
|
15.0%
|
|
AAA/Athene Receivable
|
61,292
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
15.0%
|
|
15.0%
|
|
Investments of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Bank Debt Term Loans
|
1,340,296
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
87,314
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
7.1% - 14.0%
|
|
8.4%
|
||
Corporate Loans/Bonds/CLO Notes
(3)
|
1,009,873
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Equity Securities
|
930
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
4,610
|
|
|
Market Comparable Companies
|
|
Comparable Multiples
|
|
5.8x
|
|
5.8x
|
||
58,923
|
|
|
Transaction
|
|
Purchase Price
|
|
N/A
|
|
N/A
|
||
20,967
|
|
|
Transaction
|
|
Implied Multiple
|
|
5.2x
|
|
5.2x
|
||
Total Investments of Consolidated VIEs
|
2,522,913
|
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
5,057,796
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||
Liabilities of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Subordinated Notes
|
$
|
908,831
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
10.0% - 12.5%
|
|
11.5%
|
|
Default Rate
|
|
1.0% - 2.0%
|
|
1.7%
|
||||||
|
Recovery Rate
|
|
75.0%
|
|
75.0%
|
||||||
Subordinated Notes
|
106,090
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured Notes
|
9,283,534
|
|
|
Third Party Pricing
(2)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Senior Secured and Subordinated Notes
|
2,031,292
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
1.6% - 1.8%
|
|
1.7%
|
|
|
|
Default Rate
|
|
2.0%
|
|
2.0%
|
|||||
|
|
Recovery Rate
|
|
15.0% - 75.0%
|
|
69.0%
|
|||||
Contingent Obligation
|
13,274
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Liabilities of Consolidated VIEs
|
12,343,021
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration Obligation
|
96,126
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
11.0% - 18.5%
|
|
15.7%
|
|
Total Financial Liabilities
|
$
|
12,439,147
|
|
|
|
|
|
|
|
|
|
(1)
|
The net asset value of the underlying securities held by AAA Investments represents its sole investment in Athene, offset by other net liabilities. The investment in Athene was valued at
$2,244.2 million
as of December 31, 2014 using the embedded value method based on the present value of the future expected regulatory distributable income generated by the net assets of Athene plus the excess capital (i.e., the capital in excess of what is required to be held against Athene’s liabilities). The unobservable inputs and respective ranges used are the same as noted for the Investment in Athene Holding and the AAA/Athene Receivable in the table above. See note
12
for discussion of the investment in Athene Holding.
|
(2)
|
These securities are valued primarily using broker quotes.
|
(3)
|
Balance includes investments in an affiliated fund, which primarily invests in corporate loans, bonds, and CLO notes. Balance at
December 31, 2014
includes investments in an affiliated fund in the amount of
$865.9 million
, which were valued based on NAV.
|
|
As of
March 31, 2015 |
|
As of
December 31, 2014 |
||||
Private Equity
|
$
|
685,809
|
|
|
$
|
672,119
|
|
Credit
|
197,781
|
|
|
226,430
|
|
||
Real Estate
|
12,591
|
|
|
13,117
|
|
||
Total carried interest receivable
|
$
|
896,181
|
|
|
$
|
911,666
|
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
Carried interest receivable, January 1, 2015
|
$
|
672,119
|
|
|
$
|
226,430
|
|
|
$
|
13,117
|
|
|
$
|
911,666
|
|
Change in fair value of funds
(1)
|
59,132
|
|
|
31,507
|
|
|
1,505
|
|
|
92,144
|
|
||||
Fund distributions to the Company
|
(45,442
|
)
|
|
(60,156
|
)
|
|
(2,031
|
)
|
|
(107,629
|
)
|
||||
Carried interest receivable, March 31, 2015
|
$
|
685,809
|
|
|
$
|
197,781
|
|
|
$
|
12,591
|
|
|
$
|
896,181
|
|
(1)
|
Included in unrealized carried interest income (loss) from affiliates for the
three months ended March 31, 2015
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income with respect to Fund V, ACLF and certain SIAs within the credit segment of
$4.2 million
,
$4.4 million
and
$27.0 million
, respectively. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations with respect to Fund V, ACLF and certain SIAs within the credit segment was
$28.0 million
,
$10.6 million
and
$30.7 million
, respectively, as of March 31, 2015. The general partner obligation is recognized based upon a hypothetical liquidation of the fund’s net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement of the fund.
|
|
As of
March 31, 2015 |
|
As of
December 31, 2014 |
||||
Private Equity
|
$
|
263,370
|
|
|
$
|
240,595
|
|
Credit
|
191,261
|
|
|
186,307
|
|
||
Real Estate
|
8,779
|
|
|
7,950
|
|
||
Total profit sharing payable
|
$
|
463,410
|
|
|
$
|
434,852
|
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
Profit sharing payable, January 1, 2015
|
$
|
240,595
|
|
|
$
|
186,307
|
|
|
$
|
7,950
|
|
|
$
|
434,852
|
|
Profit sharing expense
(1)
|
30,722
|
|
|
19,183
|
|
|
1,816
|
|
|
51,721
|
|
||||
Payments/other
|
(7,947
|
)
|
|
(14,229
|
)
|
|
(987
|
)
|
|
(23,163
|
)
|
||||
Profit sharing payable, March 31, 2015
|
$
|
263,370
|
|
|
$
|
191,261
|
|
|
$
|
8,779
|
|
|
$
|
463,410
|
|
(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
13
) recognized in connection with certain Apollo acquisitions.
|
|
As of March 31, 2015
|
|
As of December 31, 2014
|
|
||||||||||
|
Outstanding
Balance
|
|
Annualized
Weighted
Average
Interest Rate
|
|
Outstanding
Balance
|
|
Annualized
Weighted
Average
Interest Rate
|
|
||||||
2013 AMH Credit Facilities - Term Facility
|
$
|
500,000
|
|
|
1.37
|
%
|
|
$
|
500,000
|
|
|
1.36
|
%
|
|
2024 Senior Notes
(1)
|
499,083
|
|
|
4.00
|
|
|
499,058
|
|
|
4.00
|
|
|
||
2014 AMI Term Facility I
(2)
|
14,375
|
|
|
2.24
|
|
|
16,204
|
|
|
2.34
|
|
|
||
2014 AMI Term Facility II
(3)
|
16,635
|
|
|
1.93
|
|
|
18,752
|
|
|
1.93
|
|
|
||
Total Debt
|
$
|
1,030,093
|
|
|
|
|
$
|
1,034,014
|
|
|
|
|
(1)
|
Includes impact of any amortization of note discount.
|
(2)
|
On July 3, 2014, Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into a
€13.4 million
five
year credit agreement (the “2014 AMI Term Facility I”). Proceeds from the borrowing were used to fund the Company's investment in a European CLO it manages.
|
(3)
|
On December 9, 2014, AMI entered into a
€15.5 million
five
year credit agreement (the "2014 AMI Term Facility II"). Proceeds from the borrowing were used to fund the Company's investment in a European CLO it manages.
|
|
Basic and Diluted
|
|||||||
|
For the Three Months Ended
March 31, |
|
||||||
|
2015
|
|
2014
|
|
||||
Numerator:
|
|
|
|
|
||||
Net income attributable to Apollo Global Management, LLC
|
$
|
30,927
|
|
|
$
|
72,169
|
|
|
Distributions declared on Class A shares
|
(144,394
|
)
|
(1)
|
(160,867
|
)
|
(2)
|
||
Distributions on participating securities
(5)
|
(15,264
|
)
|
|
(25,477
|
)
|
|
||
Earnings allocable to participating securities
|
—
|
|
(3)
|
—
|
|
(3)
|
||
Undistributed loss attributable to Class A shareholders: Basic and Diluted
|
(128,731
|
)
|
|
(114,175
|
)
|
|
||
Denominator:
|
|
|
|
|
||||
Weighted average number of Class A shares outstanding: Basic and Diluted
|
165,968,620
|
|
|
147,776,519
|
|
|
||
Net Income per Class A share: Basic and Diluted
|
|
|
|
|
||||
Distributed Income
|
$
|
0.87
|
|
|
$
|
1.09
|
|
|
Undistributed Loss
|
(0.78
|
)
|
|
(0.77
|
)
|
|
||
Net Income per Class A Share: Basic and Diluted
(4)
|
$
|
0.09
|
|
|
$
|
0.32
|
|
|
(1)
|
The Company declared an
$0.86
distribution on Class A shares on
February 5, 2015
.
|
(2)
|
The Company declared a
$1.08
distribution on Class A shares on
February 7, 2014
.
|
(3)
|
No allocation of undistributed 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, 2015
and 2014, the Company had an undistributed loss attributable to Class A shareholders and none of the classes of securities resulted in dilution. For the
three months ended March 31, 2015
and 2014, AOG Units, restricted share units ("RSUs"), share options and participating securities were anti-dilutive and were accordingly excluded from the diluted earnings per share calculation.
|
(5)
|
Participating securities consist of vested and unvested RSUs that have rights to distribution equivalents.
|
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, 2014
|
|
Issuance
|
|
2,672
|
|
|
39.0%
|
|
39.4%
|
|
61.0%
|
|
60.6%
|
|
Quarter Ended
June 30, 2014 |
|
Issuance/Exchange
|
|
7,344
|
|
(1)
|
39.4%
|
|
41.2%
|
|
60.6%
|
|
58.8%
|
|
Quarter Ended September 30, 2014
|
|
Issuance
|
|
3,660
|
|
|
41.2%
|
|
41.8%
|
|
58.8%
|
|
58.2%
|
|
Quarter Ended
December 31, 2014
|
|
Issuance/Exchange
|
|
3,090
|
|
(1)
|
41.8%
|
|
42.3%
|
|
58.2%
|
|
57.7%
|
|
Quarter Ended
March 31, 2015
|
|
Issuance/Exchange
|
|
4,866
|
|
(1)
|
42.3%
|
|
43.0%
|
|
57.7%
|
|
57.0%
|
|
|
Unvested
|
|
Weighted Average Grant Date Fair
Value
|
|
Vested
|
|
Total Number
of RSUs
Outstanding
|
|
|||||
Balance at January 1, 2015
|
10,717,635
|
|
|
$
|
18.11
|
|
|
17,354,242
|
|
|
28,071,877
|
|
|
Granted
|
22,078
|
|
|
16.75
|
|
|
—
|
|
|
22,078
|
|
|
|
Forfeited
|
(15,983
|
)
|
|
20.59
|
|
|
—
|
|
|
(15,983
|
)
|
|
|
Delivered
|
—
|
|
|
14.47
|
|
|
(4,640,825
|
)
|
|
(4,640,825
|
)
|
|
|
Vested
|
(1,042,072
|
)
|
|
17.87
|
|
|
1,042,072
|
|
|
—
|
|
|
|
Balance at March 31, 2015
|
9,681,658
|
|
|
$
|
18.13
|
|
|
13,755,489
|
|
|
23,437,147
|
|
(1)
|
(1)
|
Amount excludes RSUs which have vested and have been issued in the form of Class A shares.
|
|
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
|
$
|
17,035
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
17,035
|
|
AHL Awards
|
1,721
|
|
|
57.0
|
|
|
981
|
|
|
740
|
|
|||
Other equity-based compensation awards
|
1,347
|
|
|
57.0
|
|
|
767
|
|
|
580
|
|
|||
Total Equity-Based Compensation
|
$
|
20,103
|
|
|
|
|
1,748
|
|
|
18,355
|
|
|||
Less other equity-based compensation awards
(2)
|
|
|
|
|
(1,748
|
)
|
|
(972
|
)
|
|||||
Capital Increase Related to Equity-Based Compensation
|
|
|
|
|
$
|
—
|
|
|
$
|
17,383
|
|
(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.
|
|
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
|
|
Other equity-based compensation awards
|
779
|
|
|
60.6
|
|
|
473
|
|
|
306
|
|
|||
Total Equity-Based Compensation
|
$
|
58,978
|
|
|
|
|
473
|
|
|
58,505
|
|
|||
Less other equity-based compensation awards
(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.
|
|
As of
March 31, 2015 |
|
As of
December 31, 2014 |
||||
Due from Affiliates:
|
|
|
|
||||
Due from private equity funds
|
$
|
33,442
|
|
|
$
|
30,091
|
|
Due from portfolio companies
|
23,222
|
|
|
41,844
|
|
||
Due from credit funds
(1)
|
183,080
|
|
|
174,165
|
|
||
Due from Contributing Partners, employees and former employees
|
15,186
|
|
|
1,721
|
|
||
Due from real estate funds
|
22,978
|
|
|
20,162
|
|
||
Other
|
33
|
|
|
32
|
|
||
Total Due from Affiliates
|
$
|
277,941
|
|
|
$
|
268,015
|
|
Due to Affiliates:
|
|
|
|
||||
Due to Managing Partners and Contributing Partners in connection with the tax receivable agreement
|
$
|
509,149
|
|
|
$
|
509,149
|
|
Due to private equity funds
|
5,809
|
|
|
1,158
|
|
||
Due to credit funds
|
36,462
|
|
|
5,343
|
|
||
Distributions payable to employees
|
8,313
|
|
|
49,503
|
|
||
Total Due to Affiliates
|
$
|
559,733
|
|
|
$
|
565,153
|
|
(1)
|
As of March 31, 2015 and December 31, 2014, includes unsettled monitoring fee receivable and management fee receivable from AAA and Athene as discussed in "Athene" below.
|
Distribution
Declaration Date
|
|
Distribution
per
Class A
Share
Amount
|
|
Distribution
Payment Date
|
|
Distribution
to
Class A
Shareholders
|
|
Distribution to
Non-Controlling
Interest Holders
in the Apollo
Operating
Group
|
|
Total
Distributions
from
Apollo
Operating
Group
|
|
Distribution
Equivalents
on
Participating
Securities
|
||||||||||
February 7, 2014
|
|
$
|
1.08
|
|
|
February 26, 2014
|
|
$
|
160.9
|
|
|
$
|
247.3
|
|
|
$
|
408.2
|
|
|
$
|
25.5
|
|
April 3, 2014
|
|
—
|
|
|
April 3, 2014
|
|
—
|
|
|
49.5
|
|
(1)
|
49.5
|
|
|
—
|
|
|||||
May 8, 2014
|
|
0.84
|
|
|
May 30, 2014
|
|
130.0
|
|
|
188.4
|
|
|
318.4
|
|
|
20.9
|
|
|||||
June 16, 2014
|
|
—
|
|
|
June 16, 2014
|
|
—
|
|
|
28.5
|
|
(1)
|
28.5
|
|
|
—
|
|
|||||
August 6, 2014
|
|
0.46
|
|
|
August 29, 2014
|
|
73.6
|
|
|
102.5
|
|
|
176.1
|
|
|
10.2
|
|
|||||
September 11, 2014
|
|
—
|
|
|
September 11, 2014
|
|
—
|
|
|
12.4
|
|
(1)
|
12.4
|
|
|
—
|
|
|||||
October 30, 2014
|
|
0.73
|
|
|
November 21, 2014
|
|
119.0
|
|
|
162.6
|
|
|
281.6
|
|
|
15.5
|
|
|||||
December 15, 2014
|
|
—
|
|
|
December 15, 2014
|
|
—
|
|
|
25.2
|
|
(1)
|
25.2
|
|
|
—
|
|
|||||
For the year ended December 31, 2014
|
|
$
|
3.11
|
|
|
|
|
$
|
483.5
|
|
|
$
|
816.4
|
|
|
$
|
1,299.9
|
|
|
$
|
72.1
|
|
February 5, 2015
|
|
$
|
0.86
|
|
|
February 27, 2015
|
|
$
|
144.4
|
|
|
$
|
191.3
|
|
|
$
|
335.7
|
|
|
$
|
15.3
|
|
For the three months ended March 31, 2015
|
|
$
|
0.86
|
|
|
|
|
$
|
144.4
|
|
|
$
|
191.3
|
|
|
$
|
335.7
|
|
|
$
|
15.3
|
|
(1)
|
On April 3, 2014, June 16, 2014, September 11, 2014 and December 15, 2014, the Company made distributions of
$0.22
,
$0.13
,
$0.06
and
$0.11
per AOG Unit, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group.
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
AAA
(1)
|
$
|
(9,899
|
)
|
|
$
|
(199,269
|
)
|
Interest in management companies and a co-investment vehicle
(2)
|
(2,882
|
)
|
|
(3,585
|
)
|
||
Other consolidated entities
|
(14,681
|
)
|
|
(4,698
|
)
|
||
Net income attributable to Non-Controlling Interests in consolidated entities
|
(27,462
|
)
|
|
(207,552
|
)
|
||
Net income attributable to Appropriated Partners’ Capital
(3)
|
(92,164
|
)
|
|
(24,823
|
)
|
||
Net income attributable to Non-Controlling Interests in the Apollo Operating Group
|
(48,012
|
)
|
|
(155,100
|
)
|
||
Net Income attributable to Non-Controlling Interests
|
$
|
(167,638
|
)
|
|
$
|
(387,475
|
)
|
Net income attributable to Appropriated Partners’ Capital
(4)
|
92,164
|
|
|
24,823
|
|
||
Other comprehensive loss attributable to Non-Controlling Interests
|
7,582
|
|
|
—
|
|
||
Comprehensive Income Attributable to Non-Controlling Interests
|
$
|
(67,892
|
)
|
|
$
|
(362,652
|
)
|
(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
97.6%
and
97.5%
as of
March 31, 2015
and
2014
, respectively. As of
March 31, 2015
and
2014
, Apollo owned approximately
2.4%
and
2.5%
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.
|
•
|
In re: Caesars Entertainment Operating Company, Inc. bankruptcy proceedings, No. 15-10047 (Del. Bk.) (the “Delaware Bankruptcy Action”) and No. 15-01145 (N.D. Ill. Bk.) (the “Illinois Bankruptcy Action”). On January 12, 2015, three holders of CEOC second lien notes filed an involuntary bankruptcy petition against CEOC in the United States Bankruptcy Court for the District of Delaware. On January 15, 2015, CEOC and certain of its affiliates filed for Chapter 11 bankruptcy in the Northern District of Illinois. On February 2, 2015, the court in the Delaware Bankruptcy Action ordered that all CEOC bankruptcy proceedings should take place in the Illinois Bankruptcy Action. On March 11, 2015, CEOC filed an adversary complaint in the Illinois Bankruptcy Action to stay, pending resolution of the bankruptcy, the Trustee, MeehanCombs, Danner, and BOKF Actions described below. The court has scheduled an evidentiary hearing on CEOC’s stay request for June 1, 2015.
|
•
|
Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp. et al., No. 10004-CVG (Del. Ch.) (the “Trustee Action”). On August 4, 2014, Wilmington Savings Fund Society, FSB (“WSFS”), as trustee for certain CEOC second-lien notes, sued Caesars Entertainment Corporation (“Caesars Entertainment”), Caesars Entertainment’s subsidiary, CEOC, other Caesars Entertainment-affiliated entities, and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeff Benjamin (an Apollo consultant), in the Delaware Chancery Court. WSFS (i) asserts claims (against some or all of the defendants) for fraudulent conveyance, breach of fiduciary duty, breach of contract, corporate waste and aiding and abetting related to certain transactions among CEOC and other Caesars Entertainment affiliates, and (ii) requests (among other things) that the court unwind the challenged transactions and award damages. WSFS served a subpoena for documents on Apollo on September 11, 2014, but Apollo’s response was stayed during the pendency of motions to dismiss under a September 23, 2014 stipulated order. On March 18, 2015, the Court denied Defendants’ motion to dismiss. Apollo served responses and objections to the Trustee’s subpoena on March 25, 2015. Caesars Entertainment answered the complaint on April 1, 2015.
|
•
|
Caesars Entertainment Operating Co., et al. v. Appaloosa Investment Ltd. P’ship et al., No. 652392/2014 (N.Y. Sup. Ct.) (the “Caesars Action”). On August 5, 2014, Caesars Entertainment Corporation and CEOC sued certain CEOC second-lien noteholders and CEOC first-lien noteholder Elliott Management Corporation (“EMC”). On September 15, 2014, an amended complaint was filed adding WSFS as a defendant. The amended complaint asserts claims for (among other things)
|
•
|
Meehancombs Global Credit Opportunities Master Fund, L.P., et al. v. Caesars Entertainment Corp., et al., No. 14-cv-7091 (S.D.N.Y.) (the “Meehancombs Action”). On September 3, 2014, institutional investors allegedly holding approximately
$137 million
in CEOC unsecured senior notes sued CEOC and Caesars Entertainment for breach of contract and the implied covenant of good faith, Trust Indenture Act violations and a declaratory judgment challenging the August 2014 private financing transaction in which a portion of outstanding senior unsecured notes were purchased by Caesars Entertainment, and a majority of the noteholders agreed to amend the indenture to terminate Caesars Entertainment’s guarantee of the notes and modify certain restrictions on CEOC’s ability to sell assets. Caesars Entertainment and CEOC filed a motion to dismiss on November 12, 2014. On January 15, 2015, the court granted the motion with respect to a Trust Indenture Act claim by Meehancombs but otherwise denied the motion. On January 30, 2015, plaintiffs filed an amended complaint seeking relief against Caesars Entertainment only, and Caesars Entertainment answered on February 12, 2015. On October 2, 2014, a related putative class action complaint was filed on behalf of the holders of these notes captioned Danner v. Caesars Entertainment Corp., et al., No. 14-cv-7973 (S.D.N.Y.) (the “Danner Action”), against Caesars Entertainment alleging similar claims to the Meehancombs Action. On February 19, 2015, plaintiffs filed an amended complaint, and Caesars Entertainment answered on February 25, 2015.
|
•
|
UMB Bank v. Caesars Entertainment Corporation, et al., No. 10393 (Del. Ch.) (the “UMB Action.”). On November 25, 2014, UMB Bank, as trustee for certain CEOC notes, sued Caesars Entertainment, CEOC, other Caesars Entertainment-affiliated entities, and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeffrey Benjamin (an Apollo consultant), in Delaware Chancery Court. The lawsuit alleges claims for actual and constructive fraudulent conveyance and transfer, insider preferences, illegal dividends, breach of contract, intentional interference with contractual relations, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, usurpation of corporate opportunities, and unjust enrichment. The UMB Action seeks appointment of a receiver for CEOC, a constructive trust, and other relief. The UMB Action has been assigned to the same judge overseeing the Trustee Action. Upon filing the complaint, UMB Bank moved to expedite is claim seeking a receiver, on which the court held oral argument on December 17, 2014. On January 15, 2015, the court entered a stipulated order staying the UMB Action as to all parties due to CEOC’s bankruptcy filing.
|
•
|
Koskie v. Caesars Acquisition Company, et al., No. A-14-711712-C (Clark Cnty Nev. Dist. Ct.) (the “Koskie Action”). On December 30, 2014, Nicholas Koskie brought a shareholder class action on behalf of shareholders of Caesars Acquisition Company (“CAC”) against CAC, Caesars Entertainment, and members of CAC’s Board of Directors, including Marc Rowan and David Sambur (each an Apollo partner). The lawsuit challenges CAC and Caesars Entertainment’s plan to merge, alleging that the proposed transaction will not give CAC shareholders fair value. Koskie asserts claims for breach of fiduciary duty relating to the director defendants’ interrelationships with the entities involved the proposed transaction.
|
•
|
BOKF, N.A. v. Caesars Entertainment Corporation, No. 15-156 (S.D.N.Y) (the “BOKF Action”). On March 3, 2015, BOKF, N.A., as trustee for certain CEOC notes, sued Caesars Entertainment in the Southern District of New York. The lawsuit alleges claims for breach of contract, intentional interference with contractual relations and a declaratory judgment, and seeks to enforce Caesars Entertainment’s guarantee of certain CEOC notes. The BOKF Action has been
|
•
|
Apollo believes that the claims in the Trustee Action, the UMB Action, the Meehancombs Action, the Danner Action, the Koskie Action, and the BOKF Action are without merit. For this reason, and because the claims are in their early stages, and because of pending bankruptcy proceedings involving CEOC, no reasonable estimate of possible loss, if any, can be made at this time.
|
|
Remaining 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Aggregate minimum future payments
|
$
|
28,525
|
|
|
$
|
37,381
|
|
|
$
|
35,384
|
|
|
$
|
30,983
|
|
|
$
|
30,593
|
|
|
$
|
24,163
|
|
|
$
|
187,029
|
|
|
Remaining 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Other long-term obligations
|
$
|
10,075
|
|
|
$
|
5,588
|
|
|
$
|
4,783
|
|
|
$
|
4,658
|
|
|
$
|
2,329
|
|
|
$
|
—
|
|
|
$
|
27,433
|
|
•
|
Private Equity
—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments;
|
•
|
Credit
—primarily invests in non-control corporate and structured debt instruments; and
|
•
|
Real Estate
—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
|
|
Impact of Revised Definition on
Economic Income (Loss)
|
|||||||||||
|
Total EI as Previously Reported
|
|
Impact of Revised Definition
|
|
Total EI After Revised Definition
|
|||||||
For the Three Months Ended March 31, 2014
|
$
|
269,251
|
|
|
$
|
5,521
|
|
|
$
|
274,772
|
|
|
For the Year Ended December 31, 2014
|
755,546
|
|
|
(495
|
)
|
(1
|
)
|
755,051
|
|
|||
For the Year Ended December 31, 2013
|
2,127,651
|
|
|
61,449
|
|
|
2,189,100
|
|
||||
For the Year Ended December 31, 2012
|
1,634,445
|
|
|
25,787
|
|
|
1,660,232
|
|
|
Impact of Net Interest Expense Reclassification on
Management Business Economic Income (Loss)
|
||||||
|
Private Equity Segment
|
|
Credit Segment
|
|
Real Estate Segment
|
|
Total Combined Segments
|
For the Three Months Ended March 31, 2014
|
$1,124
|
|
$571
|
|
$289
|
|
$1,984
|
|
Impact of Net Interest Expense Reclassification on
Incentive Business Economic Income (Loss)
|
||||||
|
Private Equity Segment
|
|
Credit Segment
|
|
Real Estate Segment
|
|
Total Combined Segments
|
For the Three Months Ended March 31, 2014
|
$(1,124)
|
|
$(571)
|
|
$(289)
|
|
$(1,984)
|
•
|
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
|
|
As of and for the Three Months Ended
March 31, 2015 |
||||||||||||||
|
Private
Equity
Segment
|
|
Credit
Segment
|
|
Real
Estate
Segment
|
|
Total
Reportable
Segments
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Advisory and transaction fees from affiliates, net
|
$
|
3,841
|
|
|
$
|
5,352
|
|
|
$
|
350
|
|
|
$
|
9,543
|
|
Management fees from affiliates
|
74,597
|
|
|
139,452
|
|
|
10,664
|
|
|
224,713
|
|
||||
Carried interest income from affiliates
|
54,926
|
|
|
11,276
|
|
|
2,391
|
|
|
68,593
|
|
||||
Total Revenues
|
133,364
|
|
|
156,080
|
|
|
13,405
|
|
|
302,849
|
|
||||
Expenses
|
78,840
|
|
|
101,772
|
|
|
15,537
|
|
|
196,149
|
|
||||
Other income (loss)
|
4,555
|
|
|
(6,314
|
)
|
|
(26
|
)
|
|
(1,785
|
)
|
||||
Non-Controlling Interests
|
—
|
|
|
(2,846
|
)
|
|
—
|
|
|
(2,846
|
)
|
||||
Economic Income (Loss)
|
$
|
59,079
|
|
|
$
|
45,148
|
|
|
$
|
(2,158
|
)
|
|
$
|
102,069
|
|
Total Assets
|
$
|
1,680,903
|
|
|
$
|
2,071,345
|
|
|
$
|
216,067
|
|
|
$
|
3,968,315
|
|
|
As of and for the Three Months Ended
March 31, 2015 |
||||||||||
|
Total
Reportable
Segments
|
|
Consolidation
Adjustments
and Other
|
|
Consolidated
|
||||||
Revenues
|
$
|
302,849
|
|
|
$
|
(26,031
|
)
|
(1)
|
$
|
276,818
|
|
Expenses
|
196,149
|
|
|
28,264
|
|
(2)
|
224,413
|
|
|||
Other income (loss)
|
(1,785
|
)
|
|
153,459
|
|
(3)
|
151,674
|
|
|||
Non-Controlling Interests
|
(2,846
|
)
|
|
(164,792
|
)
|
|
(167,638
|
)
|
|||
Economic Income
|
$
|
102,069
|
|
(5)
|
N/A
|
|
|
N/A
|
|
||
Total Assets
|
$
|
3,968,315
|
|
|
$
|
19,679,486
|
|
(6)
|
$
|
23,647,801
|
|
(1)
|
Represents advisory fees, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated affiliates to employees of the Company.
|
(2)
|
Represents the addition of expenses of consolidated funds and the consolidated VIEs and transaction-related charges. Transaction-related charges includes equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
|
(3)
|
Results from the following:
|
|
For the Three Months Ended
March 31, 2015 |
||
Net gains from investment activities
|
$
|
10,925
|
|
Net gains from investment activities of consolidated variable interest entities
|
134,703
|
|
|
Loss from equity method investments
(4)
|
(116
|
)
|
|
Other income, net
|
7,947
|
|
|
Total Consolidation Adjustments
|
$
|
153,459
|
|
(4)
|
Includes
$40
thousand reflecting the remaining interest of certain individuals who receive an allocation of income from a private equity co-investment vehicle.
|
(5)
|
The reconciliation of Economic 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, 2015 |
||
Economic Income
|
$
|
102,069
|
|
Income tax provision
|
(5,514
|
)
|
|
Net income attributable to Non-Controlling Interests in Apollo Operating Group
|
(48,012
|
)
|
|
Transaction-related charges and equity-based compensation
(7)
|
(17,616
|
)
|
|
Net Income Attributable to Apollo Global Management, LLC
|
$
|
30,927
|
|
(6)
|
Represents the addition of assets of consolidated funds and the consolidated VIEs.
|
(7)
|
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. Equity-based compensation adjustment includes non-cash revenues and expenses related to equity awards granted by unconsolidated affiliates to employees of the Company.
|
|
For the Three Months Ended
March 31, 2015 |
||||||||||||||||||||||
|
Private Equity
|
|
Credit
|
||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
3,841
|
|
|
$
|
—
|
|
|
$
|
3,841
|
|
|
$
|
5,352
|
|
|
$
|
—
|
|
|
$
|
5,352
|
|
Management fees from affiliates
|
74,597
|
|
|
—
|
|
|
74,597
|
|
|
139,452
|
|
|
—
|
|
|
139,452
|
|
||||||
Carried interest income from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized losses
(1)
|
—
|
|
|
(21,109
|
)
|
|
(21,109
|
)
|
|
—
|
|
|
(45,770
|
)
|
|
(45,770
|
)
|
||||||
Realized gains
|
—
|
|
|
76,035
|
|
|
76,035
|
|
|
10,774
|
|
|
46,272
|
|
|
57,046
|
|
||||||
Total Revenues
|
78,438
|
|
|
54,926
|
|
|
133,364
|
|
|
155,578
|
|
|
502
|
|
|
156,080
|
|
||||||
Compensation and benefits
(2)
|
34,856
|
|
|
28,799
|
|
|
63,655
|
|
|
59,435
|
|
|
10,217
|
|
|
69,652
|
|
||||||
Other expenses
|
15,185
|
|
|
—
|
|
|
15,185
|
|
|
32,120
|
|
|
—
|
|
|
32,120
|
|
||||||
Total Expenses
|
50,041
|
|
|
28,799
|
|
|
78,840
|
|
|
91,555
|
|
|
10,217
|
|
|
101,772
|
|
||||||
Other Income (Loss)
|
1,459
|
|
|
3,096
|
|
|
4,555
|
|
|
2,804
|
|
|
(9,118
|
)
|
|
(6,314
|
)
|
||||||
Non-Controlling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,846
|
)
|
|
—
|
|
|
(2,846
|
)
|
||||||
Economic Income (Loss)
|
$
|
29,856
|
|
|
$
|
29,223
|
|
|
$
|
59,079
|
|
|
$
|
63,981
|
|
|
$
|
(18,833
|
)
|
|
$
|
45,148
|
|
(1)
|
Included in unrealized carried interest income (loss) from affiliates for the
three months ended March 31, 2015
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income with respect to Fund V, ACLF and certain SIAs within the credit segment of
$4.2 million
,
$4.4 million
and
$27.0 million
, respectively. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations with respect to Fund V, ACLF and certain SIAs within the credit segment was
$28.0 million
,
$10.6 million
and
$30.7 million
, respectively, as of March 31, 2015. The general partner obligation is recognized based upon a hypothetical liquidation of the fund’s net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement of the fund.
|
(2)
|
Compensation and benefits includes equity-based compensation expense related to the management business for RSUs (excluding transaction-related charges arising from the 2007 private placement, and any acquisitions) and share options.
|
|
For the Three Months Ended
March 31, 2015 |
||||||||||
|
Real Estate
|
||||||||||
|
Management
|
|
Incentive
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Advisory and transaction fees from affiliates, net
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
350
|
|
Management fees from affiliates
|
10,664
|
|
|
—
|
|
|
10,664
|
|
|||
Carried interest income from affiliates:
|
|
|
|
|
|
||||||
Unrealized losses
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|||
Realized gains
|
—
|
|
|
2,417
|
|
|
2,417
|
|
|||
Total Revenues
|
11,014
|
|
|
2,391
|
|
|
13,405
|
|
|||
Compensation and benefits
(1)
|
9,092
|
|
|
1,816
|
|
|
10,908
|
|
|||
Other expenses
|
4,629
|
|
|
—
|
|
|
4,629
|
|
|||
Total Expenses
|
13,721
|
|
|
1,816
|
|
|
15,537
|
|
|||
Other Income (Loss)
|
429
|
|
|
(455
|
)
|
|
(26
|
)
|
|||
Economic Income (Loss)
|
$
|
(2,278
|
)
|
|
$
|
120
|
|
|
$
|
(2,158
|
)
|
(1)
|
Compensation and benefits includes equity-based compensation expense related to the management business for RSUs (excluding transaction-related charges arising from the 2007 private placement, and any acquisitions) and share options.
|
|
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
|
130,231
|
|
|
146,794
|
|
|
17,781
|
|
|
294,806
|
|
||||
Other Income
|
20,840
|
|
|
41,977
|
|
|
863
|
|
|
63,680
|
|
||||
Non-Controlling Interests
|
—
|
|
|
(3,256
|
)
|
|
—
|
|
|
(3,256
|
)
|
||||
Economic Income (Loss)
|
$
|
110,917
|
|
|
$
|
167,388
|
|
|
$
|
(3,533
|
)
|
|
$
|
274,772
|
|
Total Assets
|
$
|
2,719,888
|
|
|
$
|
2,075,860
|
|
|
$
|
187,958
|
|
|
$
|
4,983,706
|
|
|
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
|
294,806
|
|
|
19,313
|
|
(2)
|
314,119
|
|
|||
Other income
|
63,680
|
|
|
251,232
|
|
(3)
|
314,912
|
|
|||
Non-Controlling Interests
|
(3,256
|
)
|
|
(384,219
|
)
|
|
(387,475
|
)
|
|||
Economic Income
|
$
|
274,772
|
|
(5)
|
N/A
|
|
|
N/A
|
|
||
Total Assets
|
$
|
4,983,706
|
|
|
$
|
17,928,676
|
|
(6)
|
$
|
22,912,382
|
|
(1)
|
Represents advisory fees, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated affiliates to employees of the Company.
|
(2)
|
Represents the addition of expenses of consolidated funds and the consolidated VIEs and transaction-related charges. Transaction-related charges includes equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
|
(3)
|
Results from the following:
|
|
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
|
3,488
|
|
|
Total Consolidation Adjustments
|
$
|
251,232
|
|
(4)
|
Includes
$328
reflecting the remaining interest of certain individuals who receive an allocation of income from a private equity co-investment vehicle.
|
(5)
|
The reconciliation of Economic 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 Income
|
$
|
274,772
|
|
Income tax provision
|
(32,549
|
)
|
|
Net income attributable to Non-Controlling Interests in Apollo Operating Group
|
(155,100
|
)
|
|
Transaction-related charges and equity-based compensation
(7)
|
(14,954
|
)
|
|
Net Income Attributable to Apollo Global Management, LLC
|
$
|
72,169
|
|
(6)
|
Represents the addition of assets of consolidated funds and the consolidated VIEs.
|
(7)
|
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. Equity-based compensation adjustment includes non-cash revenues and expenses related to equity awards granted by unconsolidated affiliates to employees of the Company.
|
|
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
|
|
|
32,945
|
|
|
111,940
|
|
||||||
Other expenses
|
17,418
|
|
|
—
|
|
|
17,418
|
|
|
34,854
|
|
|
—
|
|
|
34,854
|
|
||||||
Total Expenses
|
64,136
|
|
|
66,095
|
|
|
130,231
|
|
|
113,849
|
|
|
32,945
|
|
|
146,794
|
|
||||||
Other Income
|
1,565
|
|
|
19,275
|
|
|
20,840
|
|
|
3,345
|
|
|
38,632
|
|
|
41,977
|
|
||||||
Non-Controlling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,256
|
)
|
|
—
|
|
|
(3,256
|
)
|
||||||
Economic Income
|
$
|
54,486
|
|
|
$
|
56,431
|
|
|
$
|
110,917
|
|
|
$
|
103,813
|
|
|
$
|
63,575
|
|
|
$
|
167,388
|
|
(1)
|
Compensation and benefits includes equity-based compensation expense related to the management business for RSUs (excluding transaction-related charges arising from the 2007 private placement, and any acquisitions) and share options.
|
|
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 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
|
5,428
|
|
|
—
|
|
|
5,428
|
|
|||
Total Expenses
|
18,383
|
|
|
(602
|
)
|
|
17,781
|
|
|||
Other Income
|
405
|
|
|
458
|
|
|
863
|
|
|||
Economic Income (Loss)
|
$
|
(4,249
|
)
|
|
$
|
716
|
|
|
$
|
(3,533
|
)
|
(1)
|
Compensation and benefits includes equity-based compensation expense related to the management business for RSUs (excluding transaction-related charges arising from the 2007 private placement, and any acquisitions) and share options.
|
|
March 31, 2015
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
929,016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
929,016
|
|
Cash and cash equivalents held at consolidated funds
|
—
|
|
|
840
|
|
|
—
|
|
|
840
|
|
||||
Restricted cash
|
6,247
|
|
|
—
|
|
|
—
|
|
|
6,247
|
|
||||
Investments
|
925,514
|
|
|
2,186,262
|
|
|
(159,561
|
)
|
|
2,952,215
|
|
||||
Assets of consolidated variable interest entities
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
671,067
|
|
|
—
|
|
|
671,067
|
|
||||
Investments, at fair value
|
—
|
|
|
16,360,629
|
|
|
(288
|
)
|
|
16,360,341
|
|
||||
Other assets
|
—
|
|
|
715,424
|
|
|
(692
|
)
|
|
714,732
|
|
||||
Carried interest receivable
|
946,122
|
|
|
—
|
|
|
(49,941
|
)
|
|
896,181
|
|
||||
Due from affiliates
|
287,196
|
|
|
—
|
|
|
(9,255
|
)
|
|
277,941
|
|
||||
Fixed assets, net
|
36,074
|
|
|
—
|
|
|
—
|
|
|
36,074
|
|
||||
Deferred tax assets
|
590,239
|
|
|
—
|
|
|
—
|
|
|
590,239
|
|
||||
Other assets
|
107,383
|
|
|
4,796
|
|
|
(186
|
)
|
|
111,993
|
|
||||
Goodwill
|
88,852
|
|
|
—
|
|
|
(39,609
|
)
|
|
49,243
|
|
||||
Intangible assets, net
|
51,672
|
|
|
—
|
|
|
—
|
|
|
51,672
|
|
||||
Total Assets
|
$
|
3,968,315
|
|
|
$
|
19,939,018
|
|
|
$
|
(259,532
|
)
|
|
$
|
23,647,801
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
48,536
|
|
|
$
|
494
|
|
|
$
|
—
|
|
|
$
|
49,030
|
|
Accrued compensation and benefits
|
53,923
|
|
|
—
|
|
|
—
|
|
|
53,923
|
|
||||
Deferred revenue
|
220,665
|
|
|
—
|
|
|
—
|
|
|
220,665
|
|
||||
Due to affiliates
|
559,134
|
|
|
599
|
|
|
—
|
|
|
559,733
|
|
||||
Profit sharing payable
|
463,410
|
|
|
—
|
|
|
—
|
|
|
463,410
|
|
||||
Debt
|
1,030,093
|
|
|
—
|
|
|
—
|
|
|
1,030,093
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
14,730,952
|
|
|
(47,417
|
)
|
|
14,683,535
|
|
||||
Other liabilities
|
—
|
|
|
744,899
|
|
|
(186
|
)
|
|
744,713
|
|
||||
Due to affiliates
|
—
|
|
|
59,888
|
|
|
(59,888
|
)
|
|
—
|
|
||||
Other liabilities
|
38,059
|
|
|
5,867
|
|
|
—
|
|
|
43,926
|
|
||||
Total Liabilities
|
2,413,820
|
|
|
15,542,699
|
|
|
(107,491
|
)
|
|
17,849,028
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shareholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, LLC shareholders' equity:
|
|
|
|
|
|
|
|
||||||||
Additional paid in capital
|
2,118,160
|
|
|
—
|
|
|
(3,413
|
)
|
|
2,114,747
|
|
||||
Accumulated deficit
|
(1,403,142
|
)
|
|
2,186,153
|
|
|
(2,152,745
|
)
|
|
(1,369,734
|
)
|
||||
Appropriated partners' capital
|
—
|
|
|
954,480
|
|
|
(39,608
|
)
|
|
914,872
|
|
||||
Accumulated other comprehensive income (loss)
|
39,642
|
|
|
(2,660
|
)
|
|
(39,920
|
)
|
|
(2,938
|
)
|
||||
Total Apollo Global Management, LLC shareholders' equity
|
754,660
|
|
|
3,137,973
|
|
|
(2,235,686
|
)
|
|
1,656,947
|
|
||||
Non-Controlling Interests in consolidated entities
|
9,299
|
|
|
1,258,346
|
|
|
2,083,645
|
|
|
3,351,290
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
790,536
|
|
|
—
|
|
|
—
|
|
|
790,536
|
|
||||
Total Shareholders' Equity
|
1,554,495
|
|
|
4,396,319
|
|
|
(152,041
|
)
|
|
5,798,773
|
|
||||
Total Liabilities and Shareholders' Equity
|
$
|
3,968,315
|
|
|
$
|
19,939,018
|
|
|
$
|
(259,532
|
)
|
|
$
|
23,647,801
|
|
|
December 31, 2014
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,204,052
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,204,052
|
|
Cash and cash equivalents held at consolidated funds
|
—
|
|
|
1,611
|
|
|
—
|
|
|
1,611
|
|
||||
Restricted cash
|
6,353
|
|
|
—
|
|
|
—
|
|
|
6,353
|
|
||||
Investments
|
857,391
|
|
|
2,173,989
|
|
|
(151,374
|
)
|
|
2,880,006
|
|
||||
Assets of consolidated variable interest entities
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
1,088,952
|
|
|
—
|
|
|
1,088,952
|
|
||||
Investments, at fair value
|
—
|
|
|
15,658,948
|
|
|
(295
|
)
|
|
15,658,653
|
|
||||
Other assets
|
—
|
|
|
323,932
|
|
|
(692
|
)
|
|
323,240
|
|
||||
Carried interest receivable
|
958,846
|
|
|
—
|
|
|
(47,180
|
)
|
|
911,666
|
|
||||
Due from affiliates
|
278,632
|
|
|
—
|
|
|
(10,617
|
)
|
|
268,015
|
|
||||
Fixed assets, net
|
35,906
|
|
|
—
|
|
|
—
|
|
|
35,906
|
|
||||
Deferred tax assets
|
606,717
|
|
|
—
|
|
|
—
|
|
|
606,717
|
|
||||
Other assets
|
81,083
|
|
|
3,578
|
|
|
(277
|
)
|
|
84,384
|
|
||||
Goodwill
|
88,852
|
|
|
—
|
|
|
(39,609
|
)
|
|
49,243
|
|
||||
Intangible assets, net
|
60,039
|
|
|
—
|
|
|
—
|
|
|
60,039
|
|
||||
Total Assets
|
$
|
4,177,871
|
|
|
$
|
19,251,010
|
|
|
$
|
(250,044
|
)
|
|
$
|
23,178,837
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
43,772
|
|
|
$
|
474
|
|
|
$
|
—
|
|
|
$
|
44,246
|
|
Accrued compensation and benefits
|
59,278
|
|
|
—
|
|
|
—
|
|
|
59,278
|
|
||||
Deferred revenue
|
199,614
|
|
|
—
|
|
|
—
|
|
|
199,614
|
|
||||
Due to affiliates
|
564,799
|
|
|
354
|
|
|
—
|
|
|
565,153
|
|
||||
Profit sharing payable
|
434,852
|
|
|
—
|
|
|
—
|
|
|
434,852
|
|
||||
Debt
|
1,034,014
|
|
|
—
|
|
|
—
|
|
|
1,034,014
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
14,170,474
|
|
|
(47,374
|
)
|
|
14,123,100
|
|
||||
Other liabilities
|
—
|
|
|
728,957
|
|
|
(239
|
)
|
|
728,718
|
|
||||
Due to affiliates
|
—
|
|
|
58,526
|
|
|
(58,526
|
)
|
|
—
|
|
||||
Other liabilities
|
42,183
|
|
|
4,218
|
|
|
—
|
|
|
46,401
|
|
||||
Total Liabilities
|
2,378,512
|
|
|
14,963,003
|
|
|
(106,139
|
)
|
|
17,235,376
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shareholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, LLC shareholders' equity:
|
|
|
|
|
|
|
|
||||||||
Additional paid in capital
|
2,256,054
|
|
|
—
|
|
|
(1,771
|
)
|
|
2,254,283
|
|
||||
Accumulated deficit
|
(1,433,759
|
)
|
|
2,175,406
|
|
|
(2,142,308
|
)
|
|
(1,400,661
|
)
|
||||
Appropriated partners' capital
|
—
|
|
|
972,774
|
|
|
(39,608
|
)
|
|
933,166
|
|
||||
Accumulated other comprehensive income (loss)
|
33,052
|
|
|
—
|
|
|
(33,358
|
)
|
|
(306
|
)
|
||||
Total Apollo Global Management, LLC shareholders' equity
|
855,347
|
|
|
3,148,180
|
|
|
(2,217,045
|
)
|
|
1,786,482
|
|
||||
Non-Controlling Interests in consolidated entities
|
9,228
|
|
|
1,139,827
|
|
|
2,073,140
|
|
|
3,222,195
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
934,784
|
|
|
—
|
|
|
—
|
|
|
934,784
|
|
||||
Total Shareholders' Equity
|
1,799,359
|
|
|
4,288,007
|
|
|
(143,905
|
)
|
|
5,943,461
|
|
||||
Total Liabilities and Shareholders' Equity
|
$
|
4,177,871
|
|
|
$
|
19,251,010
|
|
|
$
|
(250,044
|
)
|
|
$
|
23,178,837
|
|
(i)
|
Private equity
—primarily invests in control equity and related debt instruments, convertible securities and distressed debt instruments;
|
(ii)
|
Credit
—primarily invests in non-control corporate and structured debt instruments; and
|
(iii)
|
Real estate
—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
|
(1)
|
The Strategic Investors hold 26.41% of the Class A shares outstanding and 11.51% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investors represent 36.23% of the total voting power of our shares entitled to vote and 32.07% 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 63.77% of the total voting power of our shares entitled to vote but no economic interest in Apollo Global Management, LLC. Our Managing Partners’ economic interests are instead represented by their indirect beneficial ownership, through AP Professional Holdings L.P. ("Holdings"), of 50.32% 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 56.43% 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 50.32% of the AOG Units. Our Contributing Partners, through their ownership interests in Holdings, beneficially own 6.11% 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 43.58% of the limited partner interests in each Apollo Operating Group entity, held through intermediate holding companies. Apollo Global Management, LLC, also indirectly owns 100% of the general partner interests in each Apollo Operating Group entity.
|
•
|
We are a holding company that is qualified as a partnership for U.S. federal income tax purposes. Our intermediate holding companies enable us to maintain our partnership status and to meet the qualifying income exception.
|
•
|
We have historically used multiple management companies to segregate operations for business, financial and other reasons. Going forward, we may increase or decrease the number of our management companies or partnerships within the Apollo Operating Group based on our views regarding the appropriate balance between (a) administrative convenience and (b) continued business, financial, tax and other optimization.
|
|
—
|
|
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 related to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to our employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in the funds and those of Apollo's 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 Apollo's performance and growth for the year.
|
|
Impact of Revised Definition on Economic Income (Loss)
|
|||||
|
Total EI as Previously Reported
|
|
Impact of Revised Definition
|
|
Total EI After Revised Definition
|
|
For the Three Months Ended March 31, 2014
|
$269,251
|
|
$5,521
|
|
$274,772
|
|
For the Year Ended December 31, 2014
|
755,546
|
|
(495)
|
(1)
|
755,051
|
|
For the Year Ended December 31, 2013
|
2,127,651
|
|
61,449
|
|
2,189,100
|
|
For the Year Ended December 31, 2012
|
1,634,445
|
|
25,787
|
|
1,660,232
|
|
|
Impact of Interest Expense Reclassification on Management Business Economic Income (Loss)
|
||||
|
Private Equity Segment
|
|
Credit Segment
|
|
Real Estate Segment
|
For the Three Months Ended March 31, 2014
|
$1,124
|
|
$571
|
|
$289
|
|
Impact of Interest Expense Reclassification on Incentive Business Economic Income (Loss)
|
||||
|
Private Equity Segment
|
|
Credit Segment
|
|
Real Estate Segment
|
For the Three Months Ended March 31, 2014
|
$(1,124)
|
|
$(571)
|
|
$(289)
|
(i)
|
the fair value of the investments of the private equity funds, partnerships and accounts we manage plus the capital which such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments;
|
(ii)
|
the net asset value ("NAV") of the credit funds, partnerships and accounts for which we provide investment management services, 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 which such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments;
|
(iii)
|
the gross asset value or net asset value of the real estate funds, partnerships and accounts we manage, and the structured portfolio company investments of the funds, partnerships and accounts we manage, which includes the leverage used by such structured portfolio company investments;
|
(iv)
|
the incremental value associated with the reinsurance investments of the portfolio company assets we manage; and
|
(v)
|
the fair value of any other assets that we manage for the funds, partnerships and accounts to which we provide investment management services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above.
|
(i)
|
Carry-Generating AUM,which refers to funds' invested capital that is currently above its hurdle rate or preferred return, and the funds' profit is allocated to the general partner in accordance with the applicable limited partnership agreements or other governing agreements;
|
(ii)
|
AUM Not Currently Generating Carry, which refers to funds' invested capital that is currently below its hurdle rate or preferred return; and
|
(iii)
|
Uninvested Carry-Eligible AUM, which refers to available capital for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements that are not currently part of the NAV or fair value of investments that may eventually produce carried interest income, which would be allocated to the general partner.
|
|
As of
March 31, |
|
As of
December 31, |
|
||||||||
|
2015
|
|
2014
|
|
2014
|
|
||||||
|
(in millions)
|
|
||||||||||
Total Assets Under Management
|
$
|
162,948
|
|
|
$
|
159,326
|
|
|
$
|
159,797
|
|
|
Fee-Generating
|
131,252
|
|
|
128,537
|
|
|
128,714
|
|
|
|||
Non-Fee-Generating
|
31,696
|
|
|
30,789
|
|
|
31,083
|
|
|
|||
|
|
|
|
|
|
|
||||||
Private Equity
(1)
|
40,533
|
|
|
48,336
|
|
|
41,299
|
|
|
|||
Fee-Generating
|
30,199
|
|
|
34,207
|
|
|
30,285
|
|
|
|||
Non-Fee-Generating
|
10,334
|
|
|
14,129
|
|
|
11,014
|
|
|
|||
|
|
|
|
|
|
|
||||||
Credit
(1)
|
112,919
|
|
|
101,941
|
|
|
108,960
|
|
|
|||
Fee-Generating
|
94,858
|
|
|
88,404
|
|
|
92,192
|
|
|
|||
Non-Fee-Generating
|
18,061
|
|
|
13,537
|
|
|
16,768
|
|
|
|||
|
|
|
|
|
|
|
||||||
Real Estate
(1)
|
9,496
|
|
|
9,049
|
|
|
9,538
|
|
|
|||
Fee-Generating
|
6,195
|
|
|
5,926
|
|
|
6,237
|
|
|
|||
Non-Fee-Generating
|
3,301
|
|
|
3,123
|
|
|
3,301
|
|
|
(1)
|
Prior period amounts were recast for individual segments to conform to the current presentation.
|
|
As of
March 31, |
|
As of
December 31, |
|
||||||||
|
2015
|
|
2014
|
|
2014
|
|
||||||
|
(in millions)
|
|
||||||||||
Private Equity
(1)
|
$
|
1,889
|
|
|
$
|
2,337
|
|
|
$
|
2,265
|
|
|
Credit
(1)
|
6,506
|
|
|
2,655
|
|
|
5,118
|
|
|
|||
Real Estate
(1)
|
670
|
|
|
756
|
|
|
729
|
|
|
|||
Total AUM with Future Management Fee Potential
|
$
|
9,065
|
|
|
$
|
5,748
|
|
|
$
|
8,112
|
|
|
(1)
|
Prior period amounts were recast for individual segments to conform to the current presentation.
|
|
Carry-Eligible AUM
(2)
|
|
Carry-Generating AUM
(2)
|
||||||||||||||||||||
|
As of
March 31, |
|
As of
December 31, |
|
As of
March 31, |
|
As of
December 31, |
||||||||||||||||
|
2015
|
|
2014
|
|
2014
|
|
2015
|
|
2014
|
|
2014
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Private equity
(3)
|
$
|
35,302
|
|
|
$
|
43,943
|
|
|
$
|
36,376
|
|
|
$
|
13,507
|
|
|
$
|
22,857
|
|
|
$
|
14,463
|
|
Credit
(3)
|
42,207
|
|
|
37,026
|
|
|
39,013
|
|
|
20,594
|
|
|
25,758
|
|
|
16,218
|
|
||||||
Real estate
(3)
|
2,030
|
|
|
3,286
|
|
|
2,614
|
|
|
672
|
|
|
1,004
|
|
|
828
|
|
||||||
Total
(1)(2)
|
$
|
79,539
|
|
|
$
|
84,255
|
|
|
$
|
78,003
|
|
|
$
|
34,773
|
|
|
$
|
49,619
|
|
|
$
|
31,509
|
|
(1)
|
As of
March 31, 2015
and
2014
and
December 31, 2014
, Carry-Eligible AUM included
$28.8 billion
,
$28.1 billion
and
$28.8 billion
of Uninvested Carry-Eligible AUM, respectively, and
$16.0 billion
,
$6.5 billion
and
$17.7 billion
of AUM Not Currently Generating Carry, respectively.
|
(2)
|
For the three months ended March 31, 2015, total Uninvested Carry-Eligible AUM of $28.8 billion consisted of $18.7 billion, $9.6 billion and $0.5 billion for the private equity, credit and real estate segments, respectively. Total AUM Not Currently Generating Carry of $16.0 billion consisted of $3.1 billion, $12.1 billion and $0.8 billion for the private equity, credit and real estate segments, respectively.
|
(3)
|
Prior period amounts were recast for individual segments to conform to the current presentation.
|
Category / Fund
|
|
AUM Not Currently Generating Carry
|
|
Investment Period Active 24 Months
(1)
|
|
Appreciation Required to Achieve Carry
(2)
|
||||
Private Equity:
|
|
(in millions)
|
|
|
||||||
Fund VIII
|
|
$
|
2,186
|
|
|
$
|
—
|
|
|
NM
|
Other PE
|
|
914
|
|
|
—
|
|
|
NM
|
||
Total Private Equity
|
|
3,100
|
|
|
—
|
|
|
NM
|
||
Credit:
|
|
|
|
|
|
|
||||
Drawdown
|
|
2,860
|
|
|
1,544
|
|
|
4%
|
||
Liquid / Performing
|
|
7,024
|
|
|
233
|
|
|
<250bps
|
||
1,165
|
|
250-500bps
|
||||||||
1,469
|
|
>500bps
|
||||||||
Permanent Capital Vehicles ex AAM
|
|
2,167
|
|
|
—
|
|
|
NM
|
||
Total Credit
|
|
12,051
|
|
|
4,411
|
|
|
6%
|
||
Real Estate
|
|
|
|
|
|
|
||||
Total Real Estate
|
|
808
|
|
|
716
|
|
|
>500bps
|
||
Total
|
|
$
|
15,959
|
|
|
$
|
5,127
|
|
|
|
|
As of
March 31, 2015 |
||||||||||||||
|
Private
Equity
|
|
Credit
|
|
Real
Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
20,071
|
|
|
$
|
6,059
|
|
|
$
|
7
|
|
|
$
|
26,137
|
|
Fee-Generating AUM based on invested capital
|
9,367
|
|
|
2,639
|
|
|
4,024
|
|
|
16,030
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
451
|
|
|
76,103
|
|
|
2,046
|
|
|
78,600
|
|
||||
Fee-Generating AUM based on leverage
|
310
|
|
|
1,689
|
|
|
—
|
|
|
1,999
|
|
||||
Fee-Generating AUM based on NAV
|
—
|
|
|
8,368
|
|
|
118
|
|
|
8,486
|
|
||||
Total Fee-Generating AUM
|
$
|
30,199
|
|
(1)
|
$
|
94,858
|
|
|
$
|
6,195
|
|
|
$
|
131,252
|
|
(1)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
March 31, 2015
|
|
As of
March 31, 2014 |
||||||||||||||
|
Private
Equity
(1)
|
|
Credit
(1)
|
|
Real
Estate
(1)
|
|
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
|
|
(2)
|
$
|
88,404
|
|
|
$
|
5,926
|
|
|
$
|
128,537
|
|
|
As of
December 31, 2014 |
||||||||||||||
|
Private
Equity
(1)
|
|
Credit
(1)
|
|
Real
Estate
(1)
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
20,080
|
|
|
$
|
6,191
|
|
|
$
|
173
|
|
|
$
|
26,444
|
|
Fee-Generating AUM based on invested capital
|
9,368
|
|
|
3,100
|
|
|
3,968
|
|
|
16,436
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
513
|
|
|
75,370
|
|
|
1,961
|
|
|
77,844
|
|
||||
Fee-Generating AUM based on leverage
|
324
|
|
|
215
|
|
|
—
|
|
|
539
|
|
||||
Fee-Generating AUM based on NAV
|
—
|
|
|
7,316
|
|
|
135
|
|
|
7,451
|
|
||||
Total Fee-Generating AUM
|
$
|
30,285
|
|
(2)
|
$
|
92,192
|
|
|
$
|
6,237
|
|
|
$
|
128,714
|
|
(1)
|
Prior period amounts were recast for individual segments to conform to the current presentation.
|
(2)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
December 31, 2014
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
March 31, |
|
As of
December 31, |
|
As of
March 31, |
|
As of
December 31, |
||||||||||||||||
|
2015
|
|
2014
|
|
2014
|
|
2015
|
|
2014
|
|
2014
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Traditional Private Equity Funds
(2)
|
$
|
34,998
|
|
|
$
|
43,803
|
|
|
$
|
35,310
|
|
|
$
|
27,168
|
|
|
$
|
30,857
|
|
|
$
|
27,181
|
|
Natural Resources
|
1,346
|
|
|
1,354
|
|
|
1,348
|
|
|
1,295
|
|
|
1,295
|
|
|
1,295
|
|
||||||
Other
(3)
|
4,189
|
|
|
3,179
|
|
|
4,641
|
|
|
1,736
|
|
|
2,055
|
|
|
1,809
|
|
||||||
Total
|
$
|
40,533
|
|
|
$
|
48,336
|
|
|
$
|
41,299
|
|
|
$
|
30,199
|
|
|
$
|
34,207
|
|
|
$
|
30,285
|
|
(1)
|
Prior period amounts were recast for individual segments to conform to the current presentation.
|
(2)
|
Refers to Fund I, Fund II, MIA, Fund III, Fund IV, Fund V, Fund VI, Fund VII and Fund VIII.
|
(3)
|
Includes co-investments contributed to Athene by AAA, through its investment in AAA Investments as discussed in note
12
of the
condensed consolidated
financial statements.
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
March 31, |
|
As of
December 31, |
|
As of
March 31, |
|
As of
December 31, |
||||||||||||||||
|
2015
|
|
2014
|
|
2014
|
|
2015
|
|
2014
|
|
2014
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Liquid/Performing
|
35,094
|
|
|
26,654
|
|
|
33,396
|
|
|
30,006
|
|
|
22,932
|
|
|
28,803
|
|
||||||
Drawdown
|
18,395
|
|
|
17,150
|
|
|
18,480
|
|
|
10,317
|
|
|
11,049
|
|
|
10,504
|
|
||||||
Permanent Capital Vehicles ex AAM
|
12,117
|
|
|
8,766
|
|
|
9,371
|
|
|
7,222
|
|
|
5,052
|
|
|
5,172
|
|
||||||
Athene Asset Management, L.P. (AAM)
(2)
|
47,313
|
|
|
49,371
|
|
|
47,713
|
|
|
47,313
|
|
|
49,371
|
|
|
47,713
|
|
||||||
Total
|
$
|
112,919
|
|
|
$
|
101,941
|
|
|
$
|
108,960
|
|
|
$
|
94,858
|
|
|
$
|
88,404
|
|
|
$
|
92,192
|
|
(1)
|
Prior period amounts were recast for individual segments to conform to the current presentation.
|
(2)
|
Excludes AUM that is either sub-advised by Apollo or invested in Apollo funds and investment vehicles across its private equity, credit and real estate segments and includes AUM managed by entities related to Athene.
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
March 31, |
|
As of
December 31, |
|
As of
March 31, |
|
As of
December 31, |
||||||||||||||||
|
2015
|
|
2014
|
|
2014
|
|
2015
|
|
2014
|
|
2014
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Debt
|
$
|
6,965
|
|
|
$
|
5,229
|
|
|
$
|
6,420
|
|
|
$
|
5,026
|
|
|
$
|
3,885
|
|
|
$
|
4,785
|
|
Equity
|
2,531
|
|
|
3,820
|
|
|
3,118
|
|
|
1,169
|
|
|
2,041
|
|
|
1,452
|
|
||||||
Total
|
$
|
9,496
|
|
|
$
|
9,049
|
|
|
$
|
9,538
|
|
|
$
|
6,195
|
|
|
$
|
5,926
|
|
|
$
|
6,237
|
|
(1)
|
Prior period amounts were recast for individual segments to conform to the current presentation.
|
|
For the
Three Months Ended March 31, |
|
||||||
|
2015
|
|
2014
|
(1)
|
||||
|
(in millions)
|
|||||||
Change in Total AUM:
|
|
|
|
|
||||
Beginning of Period
|
$
|
159,797
|
|
|
$
|
161,177
|
|
|
Inflows
|
4,900
|
|
|
2,257
|
|
|
||
Outflows
(3)
|
(518
|
)
|
|
(1,553
|
)
|
|
||
Net Flows
|
4,382
|
|
|
704
|
|
|
||
Realizations
|
(1,379
|
)
|
|
(4,370
|
)
|
|
||
Market Activity
|
148
|
|
|
1,815
|
|
|
||
End of Period
|
$
|
162,948
|
|
|
$
|
159,326
|
|
|
Change in Private Equity AUM
(2)
:
|
|
|
|
|
||||
Beginning of Period
|
$
|
41,299
|
|
|
$
|
50,158
|
|
|
Inflows
|
53
|
|
|
812
|
|
|
||
Outflows
|
(470
|
)
|
|
—
|
|
|
||
Net Flows
|
(417
|
)
|
|
812
|
|
|
||
Realizations
|
(611
|
)
|
|
(3,023
|
)
|
|
||
Market Activity
|
262
|
|
|
389
|
|
|
||
End of Period
|
$
|
40,533
|
|
|
$
|
48,336
|
|
|
Change in Credit AUM
(2)
:
|
|
|
|
|
||||
Beginning of Period
|
$
|
108,960
|
|
|
$
|
101,580
|
|
|
Inflows
|
4,386
|
|
|
992
|
|
|
||
Outflows
|
(27
|
)
|
|
(1,030
|
)
|
|
||
Net Flows
|
4,359
|
|
|
(38
|
)
|
|
||
Realizations
|
(342
|
)
|
|
(942
|
)
|
|
||
Market Activity
|
(58
|
)
|
|
1,341
|
|
|
||
End of Period
|
$
|
112,919
|
|
|
$
|
101,941
|
|
|
Change in Real Estate AUM
(2)
:
|
|
|
|
|
||||
Beginning of Period
|
$
|
9,538
|
|
|
$
|
9,439
|
|
|
Inflows
|
461
|
|
|
453
|
|
|
||
Outflows
|
(21
|
)
|
|
(523
|
)
|
|
||
Net Flows
|
440
|
|
|
(70
|
)
|
|
||
Realizations
|
(426
|
)
|
|
(405
|
)
|
|
||
Market Activity
|
(56
|
)
|
|
85
|
|
|
||
End of Period
|
$
|
9,496
|
|
|
$
|
9,049
|
|
|
(1)
|
Reclassified to conform to current period's presentation.
|
(2)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases and acquisitions. Outflows represent redemptions and other decreases in available capital. Realizations represent fund distributions of realized proceeds. Market activity represents gains(losses), the impact of foreign exchange rate fluctuations and other income.
|
(3)
|
Included in outflows during the three months ended March 31, 2015 and 2014 for Total AUM are redemptions of
$47 million
and
$173 million
, respectively.
|
•
|
$4.4 billion in our credit segment primarily from MidCap which added $2.7 billion during the quarter inclusive of $0.7 billion in transfers in from other segments. In addition there were $0.6 billion of inflows from SIAs and subscriptions of $0.4 billion related to AEOF; and
|
•
|
$0.4 billion in our real estate segment attributable to a capital raise and increased leverage in ARI.
|
•
|
$0.6 billion in our private equity segment primarily related to distributions of $0.5 billion and $0.1 billion attributable to Fund VI, driven by the disposition of Sprouts Farmers Markets, and Fund VII, respectively;
|
•
|
$0.4 billion in our real estate segment related to distributions; and
|
•
|
$0.3 billion in our credit segment related to distributions primarily attributable to EPF I, CLOs and permanent capital vehicles.
|
•
|
$0.5 billion in our private equity segment related transfers out to other Apollo segments.
|
•
|
$3.0 billion in our private equity segment related to distributions of $1.9 billion and $1.0 billion in Fund VII and Fund VI, respectively;
|
•
|
$0.9 billion in our credit segment related to distributions of $0.3 billion from EPF I and $0.1 billion from COF II, and the majority of the remaining portion related to CLOs; and
|
•
|
$0.4 billion in our real estate segment related to distributions from real estate debt funds.
|
•
|
$1.0 billion in our credit segment primarily related to a decrease in leverage of $0.6 billion; and
|
•
|
$0.5 billion in our real estate segment related to a decrease in leverage of $0.5 billion, including $0.7 billion from a real estate debt fund which was partially offset by an increase in leverage of $0.2 billion in ARI.
|
•
|
$1.0 billion in our credit segment related to subscriptions of $1.0 billion, including $0.5 billion in FCI II and $0.2 billion in Apollo Structured Credit Recovery Master Fund III, L.P. ("SCRF III");
|
•
|
$0.8 billion in our private equity segment related to a change in leverage of $0.5 billion; and
|
•
|
Inflows of $0.5 billion in our real estate segment related to 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.
|
•
|
$1.3 billion of appreciation in our credit segment; and
|
•
|
$0.4 billion of appreciation in our private equity segment
|
|
For the
Three Months Ended March 31, |
|
||||||
|
2015
|
|
2014
|
(1)
|
||||
|
(in millions)
|
|
||||||
Change in Total Fee-Generating AUM:
|
|
|
|
|
||||
Beginning of Period
|
$
|
128,714
|
|
|
$
|
128,368
|
|
|
Inflows
|
3,622
|
|
|
1,668
|
|
|
||
Outflows
(3)
|
(440
|
)
|
|
(932
|
)
|
|
||
Net Flows
|
3,182
|
|
|
736
|
|
|
||
Realizations
|
(589
|
)
|
|
(1,463
|
)
|
|
||
Market Activity
|
(55
|
)
|
|
896
|
|
|
||
End of Period
|
$
|
131,252
|
|
|
$
|
128,537
|
|
|
Change in Private Equity Fee-Generating AUM
(2)
:
|
|
|
|
|
||||
Beginning of Period
|
$
|
30,285
|
|
|
$
|
34,173
|
|
|
Inflows
|
—
|
|
|
368
|
|
|
||
Outflows
|
(23
|
)
|
|
(27
|
)
|
|
||
Net Flows
|
(23
|
)
|
|
341
|
|
|
||
Realizations
|
(62
|
)
|
|
(304
|
)
|
|
||
Market Activity
|
(1
|
)
|
|
(3
|
)
|
|
||
End of Period
|
$
|
30,199
|
|
|
$
|
34,207
|
|
|
Change in Credit Fee-Generating AUM
(2)
:
|
|
|
|
|
||||
Beginning of Period
|
$
|
92,192
|
|
|
$
|
88,249
|
|
|
Inflows
|
3,300
|
|
|
919
|
|
|
||
Outflows
|
(306
|
)
|
|
(905
|
)
|
|
||
Net Flows
|
2,994
|
|
|
14
|
|
|
||
Realizations
|
(305
|
)
|
|
(744
|
)
|
|
||
Market Activity
|
(23
|
)
|
|
885
|
|
|
||
End of Period
|
$
|
94,858
|
|
|
$
|
88,404
|
|
|
Change in Real Estate Fee-Generating AUM
(2)
:
|
|
|
|
|
||||
Beginning of Period
|
$
|
6,237
|
|
|
$
|
5,946
|
|
|
Inflows
|
322
|
|
|
381
|
|
|
||
Outflows
|
(111
|
)
|
|
—
|
|
|
||
Net Flows
|
211
|
|
|
381
|
|
|
||
Realizations
|
(222
|
)
|
|
(415
|
)
|
|
||
Market Activity
|
(31
|
)
|
|
14
|
|
|
||
End of Period
|
$
|
6,195
|
|
|
$
|
5,926
|
|
|
(1)
|
Reclassified to conform to current period's presentation.
|
(2)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases and acquisitions. Outflows represent redemptions and other decreases in available capital. Realizations represent fund distributions of realized proceeds. Market activity represents gains(losses), the impact of foreign exchange rate fluctuations and other income.
|
(3)
|
Included in outflows during the three months ended March 31, 2015 and 2014 for Fee-Generating AUM are redemptions of
$27 million
and
$154 million
, respectively.
|
•
|
$3.3 billion in our credit segment related to MidCap which added $2.1 billion during the quarter inclusive of $0.5 billion in transfers in from other segments. In addition there were $0.3 million of inflows from managed accounts; and
|
•
|
$0.3 billion in our real estate segment related to transfers in to real estate debt funds.
|
•
|
$0.3 billion in our credit segment related to distributions primarily attributable to EPF I, CLOs and permanent capital vehicles; and
|
•
|
$0.3 billion in our real estate segment related to distributions.
|
•
|
$0.3 billion related to net transfers of $0.3 billion out of our credit segment and into our real estate segment; and
|
•
|
$0.1 billion in our real estate segment related to transfers out of Fee-Generating AUM of $0.1 billion.
|
•
|
$0.9 billion in our credit segment related to subscriptions of $0.5 billion, $0.2 billion and $0.1 billion attributable to FCI II, COF III and permanent capital vehicles, respectively;
|
•
|
$0.4 billion in our real estate segment related to net segment transfers of $0.2 billion and subscriptions of $0.2 billion in real estate debt funds; and
|
•
|
$0.4 billion in our private equity segment related to subscriptions of $0.3 billion attributable to AION Capital Partners limited ("AION").
|
•
|
$0.9 billion appreciation in our credit segment
|
•
|
$0.7 billion in our credit segment related to distributions of $0.2 billion from EPF I and $0.1 billion from COF II, and the majority of the remaining portion related to CLOs;
|
•
|
$0.4 billion in our real estate segment related to distributions; and
|
•
|
$0.3 billion in our private equity segment related to distributions of $0.2 billion and $0.1 billion attributable to Fund VI, and AAA Investments (Co-Invest VI), L.P. and AAA Investments (Co-Invest VII), L.P., respectively.
|
•
|
$0.9 billion in our credit segment related to decreased leverage and transfers out related to Athene.
|
|
For the
Three Months Ended March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Private equity
|
$
|
1,016
|
|
|
$
|
557
|
|
Credit
|
760
|
|
|
1,729
|
|
||
Real Estate
(1)
|
465
|
|
|
494
|
|
||
Total capital deployed
|
$
|
2,241
|
|
|
$
|
2,780
|
|
(1)
|
Included in capital deployed is
$418.0 million
and
$384.6 million
for the
three months ended March 31, 2015
and
2014
, respectively, related to funds in Apollo's real estate debt strategy.
|
|
As of
March 31, 2015 |
|
As of
December 31, 2014 |
||||
|
(in millions)
|
||||||
Private equity
|
$
|
21,587
|
|
|
$
|
22,633
|
|
Credit
|
9,811
|
|
|
9,212
|
|
||
Real Estate
|
722
|
|
|
997
|
|
||
Total Uncalled Commitments
(1)
|
$
|
32,120
|
|
|
$
|
32,842
|
|
(1)
|
As of
March 31, 2015
and
December 31, 2014
,
$28.5 billion
and
$29.3 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 of the funds, partnerships and accounts we manage.
|
•
|
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 private equity funds’ rates of return, which are calculated on the basis of net asset value of the funds’ investments, reflect unrealized gains, which may never be realized;
|
•
|
our funds’ returns have benefited from investment opportunities and general market conditions that may not repeat themselves, including the availability of debt capital on attractive terms and the availability of distressed debt opportunities, and we may not be able to achieve the same returns or profitable investment opportunities or deploy capital as quickly;
|
•
|
the historical returns that we present are derived largely from the performance of our earlier private equity funds, whereas future fund returns will depend increasingly on the performance of our newer funds, which may have little or no realized investment track record;
|
•
|
Fund VIII, Fund VII and Fund VI are several times larger than our previous private equity funds, and this additional capital may not be deployed as profitably as our prior funds;
|
•
|
the attractive returns of certain of our funds have been driven by the rapid return of invested capital, which has not occurred with respect to all of our funds and we believe is less likely to occur in the future;
|
•
|
our track record with respect to our credit and real estate funds is relatively short as compared to our private equity funds;
|
•
|
in recent years, there has been increased competition for private equity investment opportunities resulting from the increased amount of capital invested in private equity funds and periods of high liquidity in debt markets, which may result in lower returns for the funds; and
|
•
|
our newly established funds may generate lower returns during the period that they take to deploy their capital; consequently, we do not provide return information for any funds which have not been actively investing capital for at least 24 months prior to the valuation date as we believe this information is not meaningful.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
March 31, 2015 |
|
||||||||||||||
|
|
Vintage
Year |
|
Committed
Capital |
|
Total Invested
Capital |
|
Realized Value
|
|
Unrealized Value
|
|
Total Value
|
|
Gross
IRR |
|
Net
IRR |
|
||||||||||||
|
|
|
|
(in millions)
|
|
|
|
|
|
||||||||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fund VIII
|
|
2013
|
|
$
|
18,377
|
|
|
$
|
2,090
|
|
|
—
|
|
|
$
|
2,300
|
|
|
$
|
2,300
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
|
Fund VII
|
|
2008
|
|
14,677
|
|
|
15,243
|
|
|
$
|
26,085
|
|
|
6,536
|
|
|
32,621
|
|
|
37
|
%
|
|
28
|
%
|
|
||||
Fund VI
|
|
2006
|
|
10,136
|
|
|
12,457
|
|
|
16,826
|
|
|
4,624
|
|
|
21,450
|
|
|
13
|
|
|
10
|
|
|
|||||
Fund V
|
|
2001
|
|
3,742
|
|
|
5,192
|
|
|
12,666
|
|
|
172
|
|
|
12,838
|
|
|
61
|
|
|
44
|
|
|
|||||
Fund IV
|
|
1998
|
|
3,600
|
|
|
3,481
|
|
|
6,779
|
|
|
13
|
|
|
6,792
|
|
|
12
|
|
|
9
|
|
|
|||||
Fund III
|
|
1995
|
|
1,500
|
|
|
1,499
|
|
|
2,695
|
|
|
—
|
|
|
2,695
|
|
|
18
|
|
|
11
|
|
|
|||||
Fund I, II & MIA
(2)
|
|
1990/1992
|
|
2,220
|
|
|
3,773
|
|
|
7,924
|
|
|
—
|
|
|
7,924
|
|
|
47
|
|
|
37
|
|
|
|||||
Traditional Private Equity Funds
|
|
|
|
$
|
54,252
|
|
|
$
|
43,735
|
|
|
$
|
72,975
|
|
|
$
|
13,645
|
|
|
$
|
86,620
|
|
|
39
|
%
|
(3)
|
25
|
%
|
(3)
|
AION
|
|
2013
|
|
825
|
|
|
134
|
|
|
9
|
|
|
162
|
|
|
171
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
|||||
ANRP
|
|
2012
|
|
1,323
|
|
|
755
|
|
|
196
|
|
|
738
|
|
|
934
|
|
|
16
|
%
|
|
8
|
%
|
|
|||||
Total Private Equity
|
|
|
|
$
|
56,400
|
|
|
$
|
44,624
|
|
|
$
|
73,180
|
|
|
$
|
14,545
|
|
|
$
|
87,725
|
|
|
|
|
|
|
||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
AEOF
(4)
|
|
—
|
|
$
|
425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
||||
SCRF III
(4)
|
|
—
|
|
497
|
|
|
$
|
307
|
|
|
$
|
69
|
|
|
$
|
320
|
|
|
$
|
389
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
|
COF III
|
|
2014
|
|
3,426
|
|
|
1,759
|
|
|
380
|
|
|
1,187
|
|
|
1,567
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
|||||
FCI II
|
|
2013
|
|
1,555
|
|
|
943
|
|
|
143
|
|
|
945
|
|
|
1,088
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
|||||
EPF II
(5)
|
|
2012
|
|
3,397
|
|
|
2,475
|
|
|
655
|
|
|
2,355
|
|
|
3,010
|
|
|
23
|
%
|
|
11
|
%
|
|
|||||
FCI
|
|
2012
|
|
559
|
|
|
981
|
|
|
489
|
|
|
750
|
|
|
1,239
|
|
|
15
|
|
|
10
|
|
|
|||||
AEC
|
|
2012
|
|
292
|
|
|
693
|
|
|
562
|
|
|
171
|
|
|
733
|
|
|
11
|
|
|
6
|
|
|
|||||
COF I
|
|
2008
|
|
1,485
|
|
|
1,611
|
|
|
4,287
|
|
|
120
|
|
|
4,407
|
|
|
30
|
|
|
27
|
|
|
|||||
COF II
|
|
2008
|
|
1,583
|
|
|
2,176
|
|
|
2,994
|
|
|
148
|
|
|
3,142
|
|
|
14
|
|
|
11
|
|
|
|||||
EPF I
(5)
|
|
2007
|
|
1,390
|
|
|
1,826
|
|
|
2,625
|
|
|
427
|
|
|
3,052
|
|
|
23
|
|
|
17
|
|
|
|||||
ACLF
|
|
2007
|
|
984
|
|
|
1,449
|
|
|
2,451
|
|
|
128
|
|
|
2,579
|
|
|
12
|
|
|
11
|
|
|
|||||
SIAs
(6)
|
|
2008-2015
|
|
3,586
|
|
|
2,599
|
|
|
2,328
|
|
|
733
|
|
|
3,061
|
|
|
10
|
|
|
7
|
|
|
|||||
Total Credit
|
|
|
|
$
|
19,179
|
|
|
$
|
16,819
|
|
|
$
|
16,983
|
|
|
$
|
7,284
|
|
|
$
|
24,267
|
|
|
|
|
|
|
||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Apollo U.S. Real Estate Fund II, L.P.
(4)
|
|
—
|
|
$
|
158
|
|
|
$
|
73
|
|
|
—
|
|
|
$
|
73
|
|
|
$
|
73
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
|
AGRE U.S. Real Estate Fund, L.P
(7)
|
|
2012
|
|
640
|
|
|
612
|
|
|
$
|
321
|
|
|
484
|
|
|
805
|
|
|
18
|
%
|
|
14
|
%
|
|
||||
AGRE Debt Fund I, LP
|
|
2011
|
|
1,190
|
|
|
1,185
|
|
|
314
|
|
|
994
|
|
|
1,308
|
|
|
7
|
|
|
6
|
|
|
|||||
CPI Capital Partners North America
(8)
|
|
2006
|
|
600
|
|
|
453
|
|
|
350
|
|
|
25
|
|
|
375
|
|
|
15
|
|
|
10
|
|
|
|||||
CPI Capital Partners Asia Pacific
(8)
|
|
2006
|
|
1,292
|
|
|
1,193
|
|
|
1,470
|
|
|
226
|
|
|
1,696
|
|
|
33
|
|
|
28
|
|
|
|||||
CPI Capital Partners Europe
(5)(8)
|
|
2006
|
|
1,247
|
|
|
823
|
|
|
472
|
|
|
169
|
|
|
641
|
|
|
6
|
|
|
4
|
|
|
|||||
CPI Other
(9)
|
|
Various
|
|
1,841
|
|
|
N/A
|
|
(9)
|
N/A
|
|
(9)
|
N/A
|
|
(9)
|
N/A
|
|
(9)
|
NM
|
|
(1)
|
NM
|
|
(1)
|
|||||
Total Real Estate
|
|
|
|
$
|
6,968
|
|
|
$
|
4,339
|
|
|
$
|
2,927
|
|
|
$
|
1,971
|
|
|
$
|
4,898
|
|
|
|
|
|
|
(1)
|
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.
|
(2)
|
Fund I and Fund II were structured such that investments were made from either fund depending on which fund had available capital. Apollo does 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 did not receive the economics associated with these entities. The investment performance of these funds is presented to illustrate fund performance associated with Apollo's Managing Partners and other investment professionals.
|
(3)
|
Total IRR is calculated based on total cash flows for all funds presented.
|
(4)
|
AEOF, SCRF III and Apollo U.S. Real Estate Fund II, L.P. were launched prior to
March 31, 2015
and have not established their vintage years.
|
(5)
|
Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to
$1.07
as of
March 31, 2015
.
|
(6)
|
Amounts presented have been aggregated for significant SIAs with AUM greater than $200 million that did not predominantly invest in other Apollo funds or SIAs. Certain SIAs' historical figures are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.07 as of March 31, 2015. Additionally, certain SIAs' amounts for Total Invested Capital, Realized Value, Unrealized Value and Total Value were not included in the table as they were deemed not meaningful.
|
(7)
|
AGRE U.S. Real Estate Fund, L.P., a closed-end private investment fund, has
$146 million
of co-investment commitments raised, which are included in the figures in the table. A co-invest entity within AGRE U.S. Real Estate Fund, L.P. is denominated in GBP and translated into U.S. dollars at an exchange rate of £1.00 to
$1.48
as of
March 31, 2015
.
|
(8)
|
As part of the acquisition of Citi Property Investors ("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, 2015
were
(7)%
,
7%
and
(7)%
fo
r 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.
|
(9)
|
CPI Other consists of funds or individual investments of which Apollo is not the general partner or manager and only receives 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 Apollo performs primarily an administrative role.
|
|
Total Invested
Capital |
|
Total Value
|
|
Gross IRR
(1)
|
|||||
|
(in millions)
|
|
|
|||||||
Distressed for Control
|
$
|
6,308
|
|
|
$
|
17,622
|
|
|
29
|
%
|
Non-Control Distressed
|
5,777
|
|
|
8,507
|
|
|
71
|
|
||
Total
|
12,085
|
|
|
26,129
|
|
|
49
|
|
||
Buyout Equity, Portfolio Company Debt and Other Credit
(2)
|
31,650
|
|
|
60,491
|
|
|
22
|
|
||
Total
|
$
|
43,735
|
|
|
$
|
86,620
|
|
|
39
|
%
|
(1)
|
IRR information is presented gross and does not give effect to management fees, incentive compensation, certain other expenses and taxes.
|
(2)
|
Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.
|
|
Total Invested
Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Buyout Equity and Portfolio Company Debt
|
$
|
2,090
|
|
|
$
|
2,300
|
|
Total
|
$
|
2,090
|
|
|
$
|
2,300
|
|
|
Total Invested
Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Buyout Equity and Portfolio Company Debt
|
$
|
10,865
|
|
|
$
|
25,491
|
|
Other Credit and Classic Distressed
(2)
|
4,378
|
|
|
7,130
|
|
||
Total
|
$
|
15,243
|
|
|
$
|
32,621
|
|
|
Total Invested
Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Buyout Equity and Portfolio Company Debt
|
$
|
10,312
|
|
|
$
|
17,734
|
|
Other Credit and Classic Distressed
(2)
|
2,145
|
|
|
3,716
|
|
||
Total
|
$
|
12,457
|
|
|
$
|
21,450
|
|
|
Total Invested
Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Buyout Equity
|
$
|
4,412
|
|
|
$
|
11,864
|
|
Classic Distressed
(2)
|
780
|
|
|
974
|
|
||
Total
|
$
|
5,192
|
|
|
$
|
12,838
|
|
(1)
|
Committed capital less unfunded capital commitments for Fund VIII and Fund VII was
$2.5 billion
and
$13.1 billion
, respectively, which represents capital commitments from limited partners to invest in such funds less capital that is available for investment or reinvestment subject to the provisions of the applicable 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.
|
|
|
AUM as of 3/31/2015
|
|
Gross Returns
|
|
Net Returns
|
|
||||||||||
Category
|
|
AUM
|
|
Fee-Generating AUM
|
|
Carry-Eligible AUM
|
|
Carry-Generating AUM
|
|
1Q '15 Gross Return
(1)
|
|
LTM Gross Return
(1)
|
|
1Q '15 Net Return
(1)
|
|
LTM Net Return
(1)
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
Liquid / Performing
|
|
$35,094
|
|
$30,006
|
|
19,922
|
|
11,862
|
|
2.3%
|
|
4.1%
|
|
2.2%
|
|
3.8%
|
|
Drawdown
(2)
|
|
18,395
|
|
10,317
|
|
15,688
|
|
5,676
|
|
1.3%
|
|
7.0%
|
|
0.7%
|
|
4.8%
|
|
Permanent Capital Vehicles ex AAM
(3)
|
|
12,117
|
|
7,222
|
|
6,597
|
|
3,056
|
|
1.7%
|
|
10.5%
|
|
0.6%
|
|
5.1%
|
|
Athene Asset Management
(4)
|
|
47,313
|
|
47,313
|
|
—
|
|
—
|
|
(1)
|
|
(1)
|
|
(1)
|
|
(1)
|
|
Total Credit
|
|
$112,919
|
|
$94,858
|
|
$42,207
|
|
$20,594
|
|
2.0%
|
|
5.4%
|
|
1.7%
|
|
4.2%
|
|
(1)
|
The 1Q’15 and LTM gross and net returns for total credit exclude assets managed by AAM that are not directly invested in Apollo funds and investment vehicles or sub-advised by Apollo.
|
(2)
|
As of March 31, 2015, significant drawdown funds and SIAs had inception-to-date (“ITD”) gross and net IRRs of 18.0% and 14.2%, respectively. Significant drawdown funds and SIAs include funds and SIAs with AUM greater than $200 million that did not predominantly invest in other Apollo funds or SIAs.
|
(3)
|
Excludes assets managed by Athene Asset Management.
|
(4)
|
AUM amounts presented for AAM exclude $13.5 billion of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo
.
|
|
|
|
|
|
|
Net Return
(1)
|
|
||||||||||||||
|
|
Vintage
Year |
|
Net Asset Value as of March 31, 2015
|
|
Since Inception to March 31, 2015
|
(1)
|
For the Three Months Ended March 31, 2015
|
|
For the Three Months Ended March 31, 2014
|
|
Since Inception to December 31, 2014
|
(1)
|
For the Year Ended December 31, 2014
|
|
||||||
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TRF
(2)
|
|
2014
|
|
$
|
426
|
|
|
NM
|
|
(2)
|
NM
|
|
(2)
|
NM
|
(2)
|
NM
|
|
(2)
|
NM
|
|
(2)
|
ACSF
(3)
|
|
2011
|
|
589
|
|
|
6
|
%
|
(3)
|
0
|
%
|
(3)
|
NM
|
(3)
|
7
|
%
|
(3)
|
1
|
%
|
(3)
|
|
ACF
(3)
|
|
2005
|
|
2,035
|
|
|
10
|
|
(3)
|
3
|
|
(3)
|
NM
|
(3)
|
9
|
|
(3)
|
5
|
|
(3)
|
|
VIF
|
|
2003
|
|
172
|
|
|
5
|
|
|
(4
|
)
|
|
2
|
|
6
|
|
|
(5
|
)
|
|
|
Totals
|
|
|
|
$
|
3,222
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net Returns since inception presented are on an annualized basis.
|
(2)
|
Apollo Total Return Fund (“TRF”) 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”) and Apollo Credit Master Fund Ltd. ("ACF"). The net returns are presented in the investment record table above since acquisition on April 2, 2012. As of
March 31, 2015
, the net returns from inception for ACSF and ACF were
7%
and
(2)%
, respectively. These returns were primarily achieved during a period in which Apollo did not make the initial investment decisions. Apollo became the manager of these funds upon completing the acquisition on April 2, 2012.
|
|
|
|
|
|
|
|
|
Total Returns
(1)
|
|
||||||||||||||||||||
|
|
IPO Year
(2)
|
|
Raised Capital
(3)
|
|
Gross Assets
|
|
Since Inception to March 31, 2015
|
(1)
|
For the Three Months Ended March 31, 2015
|
|
For the Three Months Ended March 31, 2014
|
|
Since Inception to December 31, 2014
|
(1)
|
For the Year Ended December 31, 2014
|
|
||||||||||||
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
AAA
(4)
|
|
2006
|
|
$
|
1,823
|
|
|
$
|
2,155
|
|
|
10
|
%
|
|
25
|
%
|
|
16
|
%
|
|
6
|
%
|
|
4
|
%
|
|
|||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
MidCap
(5)
|
|
N/A
|
|
1,293
|
|
|
2,167
|
|
|
NM
|
|
(6
|
)
|
NM
|
|
(6
|
)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|||
AIF
(7)
|
|
2013
|
|
276
|
|
|
404
|
|
|
(2
|
)%
|
|
4
|
%
|
|
NM
|
|
(6
|
)
|
NM
|
|
(6)
|
NM
|
|
(6)
|
||||
AFT
(7)
|
|
2011
|
|
295
|
|
|
437
|
|
|
4
|
|
|
9
|
|
|
2
|
%
|
|
2
|
%
|
|
(1
|
)%
|
|
|||||
AMTG
|
|
2011
|
|
791
|
|
|
4,173
|
|
|
6
|
|
|
4
|
|
|
13
|
|
|
5
|
|
|
19
|
|
|
|||||
AINV
(8)
|
|
2004
|
|
3,080
|
|
|
3,701
|
|
|
5
|
|
|
6
|
|
|
0
|
|
|
4
|
|
|
(3
|
)
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ARI
|
|
2009
|
|
1,081
|
|
|
2,022
|
|
|
7
|
%
|
|
8
|
%
|
|
5
|
%
|
|
6
|
%
|
|
11
|
%
|
|
|||||
Totals
|
|
|
|
$
|
8,639
|
|
|
$
|
15,059
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commissions. Inception to date total returns are presented on an annualized basis.
|
(2)
|
An initial public offering ("IPO") year represents the year in which the vehicle commenced trading on a national securities exchange. Apollo Tactical Income Fund Inc. ("AIF"), Apollo Senior Floating Rate Fund Inc. ("AFT"), Apollo Residential Mortgage, Inc. ("AMTG") and ARI are publicly traded vehicles traded on the New York Stock Exchange ("NYSE"). Apollo Investment Corporation ("AINV") is a public company traded on the National Association of Securities Dealers Automated Quotation. AAA is a publicly traded vehicle traded on Euronext Amsterdam.
|
(3)
|
Amounts represent raised capital net of offering and issuance costs.
|
(4)
|
AAA is the sole limited partner in AAA Investments, L.P. (“AAA Investments”). Athene was AAA Investments’ only investment as of
March 31, 2015
. During the second quarter of
2014
, Athene Holding Ltd. raised
$1.218 billion
of net equity commitments primarily from third-party institutional investors, certain existing investors in Athene, and employees of Athene and its affiliates (the “Athene Private Placement”). For the period December 31, 2014 through March 31, 2015, AAA Investments' ownership stake in Athene was reduced primarily as a result of the final closing of the Athene Private Placement, resulting in an approximate 47.0% economic ownership stake as of March 31, 2015 (calculated as if the commitments on the Athene Private Placement closed through March 31, 2015 were fully drawn down but without giving effect to (i) restricted common
|
(5)
|
MidCap is not a publicly traded vehicle and therefore IPO year is not applicable. Raised Capital represents total committed capital and Gross Assets represent total average quarterly levered assets.
|
(6)
|
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.
|
(7)
|
Gross Assets presented for AFT and AIF represents total managed assets of these closed-end funds.
|
(8)
|
Refer to www.apolloic.com for the most recent financial information on AINV. The information contained on AINV’s website is not part of this Quarterly Report on Form 10-Q. All amounts are as of December 31, 2014 except for total returns.
|
•
|
65%-100% for private equity funds, gross advisory, transaction and other special fees;
|
•
|
65%-100% for certain credit funds, gross advisory, transaction and other special fees; and
|
•
|
100% for certain real estate funds, gross advisory, transaction and other special fees.
|
|
As of
March 31, 2015 |
|
For the Three Months Ended
March 31, 2015 |
||||||||||||
|
Carried Interest Receivable on an Unconsolidated Basis
|
|
Unrealized
Carried Interest
Income (Loss)
|
|
Realized
Carried Interest
Income
|
|
Total
Carried Interest
Income (Loss)
|
||||||||
|
(in thousands)
|
||||||||||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
||||||||
Fund VII
|
$
|
338,711
|
|
|
$
|
50,529
|
|
|
$
|
14,902
|
|
|
$
|
65,431
|
|
Fund VI
(1)
|
183,545
|
|
|
(30,470
|
)
|
|
30,593
|
|
|
123
|
|
||||
Fund V
|
—
|
|
(4)
|
(7,373
|
)
|
|
—
|
|
|
(7,373
|
)
|
||||
Fund IV
|
2,668
|
|
|
(2,968
|
)
|
|
640
|
|
|
(2,328
|
)
|
||||
AAA/Other
(2)(3)
|
160,885
|
|
|
(30,827
|
)
|
|
29,900
|
|
|
(927
|
)
|
||||
Total Private Equity Funds
|
685,809
|
|
|
(21,109
|
)
|
|
76,035
|
|
|
54,926
|
|
||||
Total Private Equity Funds, net of profit share
|
422,418
|
|
|
(25,576
|
)
|
|
51,703
|
|
|
26,127
|
|
||||
Credit Category:
|
|
|
|
|
|
|
|
||||||||
Drawdown
|
148,601
|
|
(4)
|
(58,275
|
)
|
|
39,577
|
|
|
(18,698
|
)
|
||||
Liquid / Performing
|
81,798
|
|
|
12,504
|
|
|
6,696
|
|
|
19,200
|
|
||||
Permanent Capital Vehicles ex AAM
|
9,402
|
|
|
—
|
|
|
10,774
|
|
|
10,774
|
|
||||
Total Credit Funds
|
239,801
|
|
|
(45,771
|
)
|
|
57,047
|
|
|
11,276
|
|
||||
Total Credit Funds, net of profit share
|
48,561
|
|
|
(32,538
|
)
|
|
33,597
|
|
|
1,059
|
|
||||
Real Estate Funds:
|
|
|
|
|
|
|
|
||||||||
CPI Funds
|
1,194
|
|
|
(479
|
)
|
|
2,082
|
|
|
1,603
|
|
||||
AGRE U.S. Real Estate Fund, L.P.
|
11,537
|
|
|
(115
|
)
|
|
203
|
|
|
88
|
|
||||
Other
|
7,781
|
|
|
568
|
|
|
132
|
|
|
700
|
|
||||
Total Real Estate Funds
|
20,512
|
|
|
(26
|
)
|
|
2,417
|
|
|
2,391
|
|
||||
Total Real Estate Funds, net of profit share
|
11,733
|
|
|
(35
|
)
|
|
610
|
|
|
575
|
|
||||
Total
|
$
|
946,122
|
|
|
$
|
(66,906
|
)
|
|
$
|
135,499
|
|
|
$
|
68,593
|
|
Total, net of profit share
|
482,712
|
|
(5)
|
(58,149
|
)
|
|
85,910
|
|
|
27,761
|
|
(1)
|
Fund VI's remaining investments and escrow cash were valued at 104% of the fund's unreturned capital, which was below a specified return ratio of 115%. As a result, Fund VI is required to place in escrow current and future carried interest income distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation of Fund VI. As of
March 31, 2015
, Fund VI carried interest receivable included $166.3 million of carried interest income in escrow. Realized carried interest was in connection with a tax distribution in accordance with Fund VI’s limited partnership agreement.
|
(2)
|
Includes certain SIAs.
|
(3)
|
Includes
$122.6 million
of carried interest receivable from AAA Investments, L.P. ("AAA Investments") which will be paid in common shares of Athene Holding (valued at the then fair market value) if there is a distribution in kind of shares of Athene Holding (unless such payment in shares would violate Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended), or paid in cash if AAA sells the shares of Athene Holding.
|
(4)
|
As of
March 31, 2015
, Fund V, ACLF and certain SIAs within the credit segment had
$4.2 million
,
$4.4 million
and
$27.0 million
, respectively, in general partner obligations to return previously distributed carried interest income. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations in Fund V, ACLF and certain SIAs within the credit segment was
$28.0 million
,
$10.6 million
and
$30.7 million
, respectively, as of March 31, 2015.
|
(5)
|
There was a corresponding profit sharing payable of
$463.4 million
as of
March 31, 2015
, including profit sharing payable related to amounts in escrow and contingent consideration obligations of
$99.0 million
.
|
|
Carried Interest Income Since Inception
(1)
|
||||||||||||||||||
|
Undistributed
by Fund and
Recognized
|
|
Distributed by
Fund and
Recognized (2) |
|
Total
Undistributed
and
Distributed by
Fund and
Recognized
(3)
|
|
General Partner Obligation as of
March 31,
2015
(3)
|
|
Maximum Carried
Interest Income
Subject to
Potential Reversal
(4)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund VII
|
$
|
338.7
|
|
|
$
|
2,877.0
|
|
|
$
|
3,215.7
|
|
|
$
|
—
|
|
|
$
|
975.4
|
|
Fund VI
|
183.5
|
|
|
1,580.1
|
|
|
1,763.6
|
|
|
—
|
|
|
1,246.1
|
|
|||||
Fund V
|
—
|
|
|
1,455.0
|
|
|
1,455.0
|
|
|
4.2
|
|
|
25.7
|
|
|||||
Fund IV
|
2.7
|
|
|
597.8
|
|
|
600.5
|
|
|
—
|
|
|
2.7
|
|
|||||
AAA/Other
|
160.9
|
|
|
175.4
|
|
|
336.3
|
|
|
—
|
|
|
180.7
|
|
|||||
Total Private Equity Funds
|
685.8
|
|
|
6,685.3
|
|
|
7,371.1
|
|
|
4.2
|
|
|
2,430.6
|
|
|||||
Credit Category
(5)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Drawdown
|
148.6
|
|
|
814.7
|
|
|
963.3
|
|
|
4.7
|
|
|
317.6
|
|
|||||
Liquid/Performing
|
81.8
|
|
|
425.3
|
|
|
507.1
|
|
|
26.7
|
|
|
110.1
|
|
|||||
Total Credit Funds
|
230.4
|
|
|
1,240.0
|
|
|
1,470.4
|
|
|
31.4
|
|
|
427.7
|
|
|||||
Real Estate Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
CPI Funds
|
1.2
|
|
|
7.8
|
|
|
9.0
|
|
|
—
|
|
|
1.8
|
|
|||||
AGRE U.S. Real Estate Fund
|
11.6
|
|
|
2.7
|
|
|
14.3
|
|
|
—
|
|
|
11.3
|
|
|||||
Other
|
7.7
|
|
|
0.6
|
|
|
8.3
|
|
|
—
|
|
|
8.4
|
|
|||||
Total Real Estate Funds
|
20.5
|
|
|
11.1
|
|
|
31.6
|
|
|
—
|
|
|
21.5
|
|
|||||
Total
|
$
|
936.7
|
|
|
$
|
7,936.4
|
|
|
$
|
8,873.1
|
|
|
$
|
35.6
|
|
|
$
|
2,879.8
|
|
(1)
|
Certain funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.07 as of
March 31, 2015
.
|
(2)
|
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.
|
(3)
|
Amounts were computed based on the fair value of fund investments on
March 31, 2015
. 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, 2015
. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund.
|
(4)
|
Represents the amount of carried interest income that would be reversed if remaining fund investments became worthless on
March 31, 2015
. 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.
|
(5)
|
Amounts exclude AINV, as carried interest income from this entity is not subject to contingent repayment.
|
|
|
For the Three Months Ended March 31,
|
|
Amount
Change |
|
Percentage
Change |
|||||||||
|
|
2015
|
|
2014
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Advisory and transaction fees from affiliates, net
|
|
$
|
8,543
|
|
|
$
|
116,065
|
|
|
$
|
(107,522
|
)
|
|
(92.6
|
)%
|
Management fees from affiliates
|
|
209,207
|
|
|
209,791
|
|
|
(584
|
)
|
|
(0.3
|
)
|
|||
Carried interest income from affiliates
|
|
59,068
|
|
|
165,544
|
|
|
(106,476
|
)
|
|
(64.3
|
)
|
|||
Total Revenues
|
|
276,818
|
|
|
491,400
|
|
|
(214,582
|
)
|
|
(43.7
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|||||||
Salary, bonus and benefits
|
|
87,633
|
|
|
80,530
|
|
|
7,103
|
|
|
8.8
|
|
|||
Equity-based compensation
|
|
20,103
|
|
|
58,978
|
|
|
(38,875
|
)
|
|
(65.9
|
)
|
|||
Profit sharing expense
|
|
48,629
|
|
|
103,959
|
|
|
(55,330
|
)
|
|
(53.2
|
)
|
|||
Total Compensation and Benefits
|
|
156,365
|
|
|
243,467
|
|
|
(87,102
|
)
|
|
(35.8
|
)
|
|||
Interest expense
|
|
7,440
|
|
|
3,114
|
|
|
4,326
|
|
|
138.9
|
|
|||
General, administrative and other
|
|
22,919
|
|
|
24,678
|
|
|
(1,759
|
)
|
|
(7.1
|
)
|
|||
Professional fees
|
|
15,233
|
|
|
19,452
|
|
|
(4,219
|
)
|
|
(21.7
|
)
|
|||
Occupancy
|
|
9,958
|
|
|
9,903
|
|
|
55
|
|
|
0.6
|
|
|||
Placement fees
|
|
1,520
|
|
|
1,786
|
|
|
(266
|
)
|
|
(14.9
|
)
|
|||
Depreciation and amortization
|
|
10,978
|
|
|
11,719
|
|
|
(741
|
)
|
|
(6.3
|
)
|
|||
Total Expenses
|
|
224,413
|
|
|
314,119
|
|
|
(89,706
|
)
|
|
(28.6
|
)
|
|||
Other Income:
|
|
|
|
|
|
|
|
|
|||||||
Net gains from investment activities
|
|
12,686
|
|
|
223,408
|
|
|
(210,722
|
)
|
|
(94.3
|
)
|
|||
Net gains from investment activities of consolidated variable interest entities
|
|
134,703
|
|
|
47,735
|
|
|
86,968
|
|
|
182.2
|
|
|||
Income (loss) from equity method investments
|
|
(1,314
|
)
|
|
22,910
|
|
|
(24,224
|
)
|
|
NM
|
|
|||
Interest income
|
|
725
|
|
|
3,328
|
|
|
(2,603
|
)
|
|
(78.2
|
)
|
|||
Other income, net
|
|
4,874
|
|
|
17,531
|
|
|
(12,657
|
)
|
|
(72.2
|
)
|
|||
Total Other Income
|
|
151,674
|
|
|
314,912
|
|
|
(163,238
|
)
|
|
(51.8
|
)
|
|||
Income before income tax provision
|
|
204,079
|
|
|
492,193
|
|
|
(288,114
|
)
|
|
(58.5
|
)
|
|||
Income tax provision
|
|
(5,514
|
)
|
|
(32,549
|
)
|
|
27,035
|
|
|
(83.1
|
)
|
|||
Net Income
|
|
198,565
|
|
|
459,644
|
|
|
(261,079
|
)
|
|
(56.8
|
)
|
|||
Net income attributable to Non-controlling Interests
|
|
(167,638
|
)
|
|
(387,475
|
)
|
|
219,837
|
|
|
(56.7
|
)
|
|||
Net Income Attributable to Apollo Global Management, LLC
|
|
$
|
30,927
|
|
|
$
|
72,169
|
|
|
$
|
(41,242
|
)
|
|
(57.1
|
)%
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
AAA
(1)
|
$
|
(9,899
|
)
|
|
$
|
(199,269
|
)
|
Interest in management companies and a co-investment vehicle
(2)
|
(2,882
|
)
|
|
(3,585
|
)
|
||
Other consolidated entities
|
(14,681
|
)
|
|
(4,698
|
)
|
||
Net income attributable to Non-Controlling Interests in consolidated entities
|
(27,462
|
)
|
|
(207,552
|
)
|
||
Net income attributable to Appropriated Partners’ Capital
(3)
|
(92,164
|
)
|
|
(24,823
|
)
|
||
Net income attributable to Non-Controlling Interests in the Apollo Operating Group
|
(48,012
|
)
|
|
(155,100
|
)
|
||
Net Income attributable to Non-Controlling Interests
|
$
|
(167,638
|
)
|
|
$
|
(387,475
|
)
|
Net income attributable to Appropriated Partners’ Capital
(4)
|
92,164
|
|
|
24,823
|
|
||
Other Comprehensive loss attributable to Non-Controlling Interests
|
7,582
|
|
|
—
|
|
||
Comprehensive Income Attributable to Non-Controlling Interests
|
$
|
(67,892
|
)
|
|
$
|
(362,652
|
)
|
(1)
|
Reflects the Non-Controlling Interests in the net income of AAA and is calculated based on the Non-Controlling Interests' ownership percentage in AAA, which was approximately
97.6%
and
97.5%
as of
March 31, 2015
and
2014
, respectively. As of
March 31, 2015
and
2014
, Apollo owned approximately
2.4%
and
2.5%
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) loss 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.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Net income
|
|
$
|
198,565
|
|
|
$
|
459,644
|
|
Net income attributable to Non-Controlling Interests in consolidated entities
|
|
(119,626
|
)
|
|
(232,375
|
)
|
||
Net income after Non-Controlling Interests in consolidated entities
|
|
78,939
|
|
|
227,269
|
|
||
Adjustments:
|
|
|
|
|
||||
Income tax provision
(1)
|
|
5,514
|
|
|
32,549
|
|
||
NYC UBT and foreign tax provision
(2)
|
|
(875
|
)
|
|
(2,742
|
)
|
||
Net (income) loss in non-Apollo Operating Group entities
|
|
237
|
|
|
(1,891
|
)
|
||
Total adjustments
|
|
4,876
|
|
|
27,916
|
|
||
Net income after adjustments
|
|
83,815
|
|
|
255,185
|
|
||
Approximate weighted average ownership percentage of Apollo Operating Group
|
|
57.3
|
%
|
|
60.8
|
%
|
||
Net income attributable to Non-Controlling Interests in Apollo Operating Group
|
|
$
|
48,012
|
|
|
$
|
155,100
|
|
(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.
|
|
For the Three Months Ended
March 31, 2015 |
|
For the Three Months Ended
March 31, 2014 |
||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Private Equity
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
3,841
|
|
|
$
|
—
|
|
|
$
|
3,841
|
|
|
$
|
37,636
|
|
|
$
|
—
|
|
|
$
|
37,636
|
|
Management fees from affiliates
|
74,597
|
|
|
—
|
|
|
74,597
|
|
|
79,421
|
|
|
—
|
|
|
79,421
|
|
||||||
Carried interest income (loss) gains from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized losses
(2)
|
—
|
|
|
(21,109
|
)
|
|
(21,109
|
)
|
|
—
|
|
|
(293,589
|
)
|
|
(293,589
|
)
|
||||||
Realized gains
|
—
|
|
|
76,035
|
|
|
76,035
|
|
|
—
|
|
|
396,840
|
|
|
396,840
|
|
||||||
Total Revenues
|
78,438
|
|
|
54,926
|
|
|
133,364
|
|
|
117,057
|
|
|
103,251
|
|
|
220,308
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salary, bonus and benefits
|
25,800
|
|
|
—
|
|
|
25,800
|
|
|
22,269
|
|
|
—
|
|
|
22,269
|
|
||||||
Equity-based compensation
|
9,056
|
|
|
—
|
|
|
9,056
|
|
|
24,449
|
|
|
—
|
|
|
24,449
|
|
||||||
Profit sharing expense
|
—
|
|
|
28,799
|
|
|
28,799
|
|
|
—
|
|
|
66,095
|
|
|
66,095
|
|
||||||
Total compensation and benefits
|
34,856
|
|
|
28,799
|
|
|
63,655
|
|
|
46,718
|
|
|
66,095
|
|
|
112,813
|
|
||||||
Other expenses
|
15,185
|
|
|
—
|
|
|
15,185
|
|
|
17,418
|
|
|
—
|
|
|
17,418
|
|
||||||
Total Expenses
|
50,041
|
|
|
28,799
|
|
|
78,840
|
|
|
64,136
|
|
|
66,095
|
|
|
130,231
|
|
||||||
Other Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest expense
|
—
|
|
|
(2,549
|
)
|
|
(2,549
|
)
|
|
—
|
|
|
(1,124
|
)
|
|
(1,124
|
)
|
||||||
Income from equity method investments
|
—
|
|
|
5,483
|
|
|
5,483
|
|
|
—
|
|
|
18,800
|
|
|
18,800
|
|
||||||
Other income, net
|
1,459
|
|
|
162
|
|
|
1,621
|
|
|
1,565
|
|
|
1,599
|
|
|
3,164
|
|
||||||
Total Other Income
|
1,459
|
|
|
3,096
|
|
|
4,555
|
|
|
1,565
|
|
|
19,275
|
|
|
20,840
|
|
||||||
Economic Income
|
$
|
29,856
|
|
|
$
|
29,223
|
|
|
$
|
59,079
|
|
|
$
|
54,486
|
|
|
$
|
56,431
|
|
|
$
|
110,917
|
|
(1)
|
Reclassified to conform to the current presentation. See note
15
to our
condensed consolidated
financial statements for more detail on the reclassifications within our three segments.
|
(2)
|
Included in unrealized carried interest losses from affiliates for the
three months ended March 31, 2015
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $4.2 million in aggregate with respect to Fund V. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations in Fund V was
$28.0 million
as of March 31, 2015. 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 or as otherwise set forth in the respective limited partnership agreement or other governing document of the fund.
|
|
|
For the Three Months Ended
March 31, |
|||||||||||||
|
|
2015
|
|
2014
|
|
Amount
Change |
|
Percentage
Change |
|||||||
|
|
(dollars in thousands)
|
|
|
|||||||||||
Private Equity
(1)
:
|
|
|
|
|
|
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Advisory and transaction fees from affiliates, net
|
|
$
|
3,841
|
|
|
$
|
37,636
|
|
|
$
|
(33,795
|
)
|
|
(89.8
|
)%
|
Management fees from affiliates
|
|
74,597
|
|
|
79,421
|
|
|
(4,824
|
)
|
|
(6.1
|
)
|
|||
Carried interest income (loss) from affiliates:
|
|
|
|
|
|
|
|
|
|||||||
Unrealized losses
(2)
|
|
(21,109
|
)
|
|
(293,589
|
)
|
|
272,480
|
|
|
(92.8
|
)
|
|||
Realized gains
|
|
76,035
|
|
|
396,840
|
|
|
(320,805
|
)
|
|
(80.8
|
)
|
|||
Total carried interest income from affiliates
|
|
54,926
|
|
|
103,251
|
|
|
(48,325
|
)
|
|
(46.8
|
)
|
|||
Total Revenues
|
|
133,364
|
|
|
220,308
|
|
|
(86,944
|
)
|
|
(39.5
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|||||||
Salary, bonus and benefits
|
|
25,800
|
|
|
22,269
|
|
|
3,531
|
|
|
15.9
|
|
|||
Equity-based compensation
|
|
9,056
|
|
|
24,449
|
|
|
(15,393
|
)
|
|
(63.0
|
)
|
|||
Profit sharing expense
|
|
28,799
|
|
|
66,095
|
|
|
(37,296
|
)
|
|
(56.4
|
)
|
|||
Total compensation and benefits expense
|
|
63,655
|
|
|
112,813
|
|
|
(49,158
|
)
|
|
(43.6
|
)
|
|||
Other expenses
|
|
15,185
|
|
|
17,418
|
|
|
(2,233
|
)
|
|
(12.8
|
)
|
|||
Total Expenses
|
|
78,840
|
|
|
130,231
|
|
|
(51,391
|
)
|
|
(39.5
|
)
|
|||
Other Income:
|
|
|
|
|
|
|
|
|
|||||||
Net interest expense
|
|
(2,549
|
)
|
|
(1,124
|
)
|
|
(1,425
|
)
|
|
126.8
|
|
|||
Income from equity method investments
|
|
5,483
|
|
|
18,800
|
|
|
(13,317
|
)
|
|
(70.8
|
)
|
|||
Other income (loss), net
|
|
1,621
|
|
|
3,164
|
|
|
(1,543
|
)
|
|
(48.8
|
)
|
|||
Total Other Income
|
|
4,555
|
|
|
20,840
|
|
|
(16,285
|
)
|
|
(78.1
|
)
|
|||
Economic Income
|
|
$
|
59,079
|
|
|
$
|
110,917
|
|
|
$
|
(51,838
|
)
|
|
(46.7
|
)%
|
(1)
|
Reclassified to conform to the current presentation. See note
15
to our
condensed consolidated
financial statements for more detail on the reclassifications within our three segments.
|
(2)
|
Included in unrealized carried interest losses from affiliates for the
three months ended March 31, 2015
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $4.2 million with respect to Fund V. The fair value gain on investments and income at the fund level needed to reverse the general partner obligation in Fund V was
$28.0 million
as of March 31, 2015. 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 or as otherwise set forth in the respective limited partnership agreement or other governing document of the fund.
|
|
For the Three Months Ended
March 31, 2015 |
|
For the Three Months Ended
March 31, 2014 |
||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Credit:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
5,352
|
|
|
$
|
—
|
|
|
$
|
5,352
|
|
|
$
|
77,480
|
|
|
$
|
—
|
|
|
$
|
77,480
|
|
Management fees from affiliates
|
139,452
|
|
|
—
|
|
|
139,452
|
|
|
131,629
|
|
|
—
|
|
|
131,629
|
|
||||||
Carried interest income from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized losses
(2)
|
—
|
|
|
(45,770
|
)
|
|
(45,770
|
)
|
|
—
|
|
|
(7,898
|
)
|
|
(7,898
|
)
|
||||||
Realized gains
|
10,774
|
|
|
46,272
|
|
|
57,046
|
|
|
8,464
|
|
|
65,786
|
|
|
74,250
|
|
||||||
Total Revenues
|
155,578
|
|
|
502
|
|
|
156,080
|
|
|
217,573
|
|
|
57,888
|
|
|
275,461
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salary, bonus and benefits
|
53,679
|
|
|
—
|
|
|
53,679
|
|
|
50,744
|
|
|
—
|
|
|
50,744
|
|
||||||
Equity-based compensation
|
5,756
|
|
|
—
|
|
|
5,756
|
|
|
28,251
|
|
|
—
|
|
|
28,251
|
|
||||||
Profit sharing expense
|
—
|
|
|
10,217
|
|
|
10,217
|
|
|
—
|
|
|
32,945
|
|
|
32,945
|
|
||||||
Total compensation and benefits
|
59,435
|
|
|
10,217
|
|
|
69,652
|
|
|
78,995
|
|
|
32,945
|
|
|
111,940
|
|
||||||
Other expenses
|
32,120
|
|
|
—
|
|
|
32,120
|
|
|
34,854
|
|
|
—
|
|
|
34,854
|
|
||||||
Total Expenses
|
91,555
|
|
|
10,217
|
|
|
101,772
|
|
|
113,849
|
|
|
32,945
|
|
|
146,794
|
|
||||||
Other Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest expense
|
—
|
|
|
(3,462
|
)
|
|
(3,462
|
)
|
|
—
|
|
|
(570
|
)
|
|
(570
|
)
|
||||||
Net gains from investment activities
|
—
|
|
|
1,761
|
|
|
1,761
|
|
|
—
|
|
|
18,013
|
|
|
18,013
|
|
||||||
Income (loss) from equity method investments
|
—
|
|
|
(6,907
|
)
|
|
(6,907
|
)
|
|
—
|
|
|
8,748
|
|
|
8,748
|
|
||||||
Other income (loss), net
|
2,804
|
|
|
(510
|
)
|
|
2,294
|
|
|
3,345
|
|
|
12,441
|
|
|
15,786
|
|
||||||
Total Other Income (Loss)
|
2,804
|
|
|
(9,118
|
)
|
|
(6,314
|
)
|
|
3,345
|
|
|
38,632
|
|
|
41,977
|
|
||||||
Non-Controlling Interests
|
(2,846
|
)
|
|
—
|
|
|
(2,846
|
)
|
|
(3,256
|
)
|
|
—
|
|
|
(3,256
|
)
|
||||||
Economic Income (Loss)
|
$
|
63,981
|
|
|
$
|
(18,833
|
)
|
|
$
|
45,148
|
|
|
$
|
103,813
|
|
|
$
|
63,575
|
|
|
$
|
167,388
|
|
(1)
|
Reclassified to conform to the current presentation. See note
15
to our
condensed consolidated
financial statements for more detail on the reclassifications within our three segments.
|
(2)
|
Included in unrealized carried interest losses from affiliates for the
three months ended March 31, 2015
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income from ACLF and certain SIAs within the Credit segment of $4.4 million and $27.0 million, respectively. The fair value gain on investments and income at the fund level needed to reverse the general partner obligation in ACLF and certain SIAs within the credit segment was
$10.6 million
and
$30.7 million
, respectively, as of March 31, 2015. 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 or as otherwise set forth in the respective limited partnership agreement or other governing document of the fund.
|
|
|
For the Three Months Ended March 31,
|
|||||||||||||
|
|
2015
|
|
2014
|
|
Amount
Change |
|
Percentage
Change |
|||||||
|
|
(dollars in thousands)
|
|
|
|||||||||||
Credit
(1)
:
|
|
|
|
|
|
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Advisory and transaction fees from affiliates, net
|
|
$
|
5,352
|
|
|
$
|
77,480
|
|
|
$
|
(72,128
|
)
|
|
(93.1
|
)%
|
Management fees from affiliates
|
|
139,452
|
|
|
131,629
|
|
|
7,823
|
|
|
5.9
|
|
|||
Carried interest income from affiliates:
|
|
|
|
|
|
|
|
|
|||||||
Unrealized losses
(2)
|
|
(45,770
|
)
|
|
(7,898
|
)
|
|
(37,872
|
)
|
|
479.5
|
|
|||
Realized gains
|
|
57,046
|
|
|
74,250
|
|
|
(17,204
|
)
|
|
(23.2
|
)
|
|||
Total carried interest income from affiliates
|
|
11,276
|
|
|
66,352
|
|
|
(55,076
|
)
|
|
(83.0
|
)
|
|||
Total Revenues
|
|
156,080
|
|
|
275,461
|
|
|
(119,381
|
)
|
|
(43.3
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|||||||
Salary, bonus and benefits
|
|
53,679
|
|
|
50,744
|
|
|
2,935
|
|
|
5.8
|
|
|||
Equity-based compensation
|
|
5,756
|
|
|
28,251
|
|
|
(22,495
|
)
|
|
(79.6
|
)
|
|||
Profit sharing expense
|
|
10,217
|
|
|
32,945
|
|
|
(22,728
|
)
|
|
(69.0
|
)
|
|||
Total compensation and benefits
|
|
69,652
|
|
|
111,940
|
|
|
(42,288
|
)
|
|
(37.8
|
)
|
|||
Other expenses
|
|
32,120
|
|
|
34,854
|
|
|
(2,734
|
)
|
|
(7.8
|
)
|
|||
Total Expenses
|
|
101,772
|
|
|
146,794
|
|
|
(45,022
|
)
|
|
(30.7
|
)
|
|||
Other Income:
|
|
|
|
|
|
|
|
|
|||||||
Net interest expense
|
|
(3,462
|
)
|
|
(570
|
)
|
|
(2,892
|
)
|
|
NM
|
|
|||
Net gains from investment activities
|
|
1,761
|
|
|
18,013
|
|
|
(16,252
|
)
|
|
(90.2
|
)
|
|||
Income (loss) from equity method investments
|
|
(6,907
|
)
|
|
8,748
|
|
|
(15,655
|
)
|
|
NM
|
|
|||
Other income, net
|
|
2,294
|
|
|
15,786
|
|
|
(13,492
|
)
|
|
(85.5
|
)
|
|||
Total Other Income (Loss)
|
|
(6,314
|
)
|
|
41,977
|
|
|
(48,291
|
)
|
|
NM
|
|
|||
Non-Controlling Interests
|
|
(2,846
|
)
|
|
(3,256
|
)
|
|
410
|
|
|
(12.6
|
)
|
|||
Economic Income
|
|
$
|
45,148
|
|
|
$
|
167,388
|
|
|
$
|
(122,240
|
)
|
|
(73.0
|
)%
|
(1)
|
Reclassified to conform to the current presentation. See note
15
to our
condensed consolidated
financial statements for more detail on the reclassifications within our three segments.
|
(2)
|
Included in unrealized carried interest losses from affiliates for the
three months ended March 31, 2015
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income from ACLF and certain SIAs within the credit segment of $4.4 million and $27.0 million, respectively. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations in ACLF and certain SIAs within the credit segment was
$10.6 million
and
$30.7 million
, respectively, as of March 31, 2015. 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 or as otherwise set forth in the respective limited partnership agreement or other governing document of the fund.
|
|
For the Three Months Ended
March 31, 2015 |
|
For the Three Months Ended
March 31, 2014 |
||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Real Estate:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
949
|
|
|
$
|
—
|
|
|
$
|
949
|
|
Management fees from affiliates
|
10,664
|
|
|
—
|
|
|
10,664
|
|
|
12,780
|
|
|
—
|
|
|
12,780
|
|
||||||
Carried interest income (loss) from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized losses
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|
—
|
|
|
(344
|
)
|
|
(344
|
)
|
||||||
Realized gains
|
—
|
|
|
2,417
|
|
|
2,417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Revenues
|
11,014
|
|
|
2,391
|
|
|
13,405
|
|
|
13,729
|
|
|
(344
|
)
|
|
13,385
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salary, bonus and benefits
|
8,073
|
|
|
—
|
|
|
8,073
|
|
|
7,518
|
|
|
—
|
|
|
7,518
|
|
||||||
Equity-based compensation
|
1,019
|
|
|
—
|
|
|
1,019
|
|
|
5,437
|
|
|
—
|
|
|
5,437
|
|
||||||
Profit sharing expense
|
—
|
|
|
1,816
|
|
|
1,816
|
|
|
—
|
|
|
(602
|
)
|
|
(602
|
)
|
||||||
Total compensation and benefits
|
9,092
|
|
|
1,816
|
|
|
10,908
|
|
|
12,955
|
|
|
(602
|
)
|
|
12,353
|
|
||||||
Other expenses
|
4,629
|
|
|
—
|
|
|
4,629
|
|
|
5,428
|
|
|
—
|
|
|
5,428
|
|
||||||
Total Expenses
|
13,721
|
|
|
1,816
|
|
|
15,537
|
|
|
18,383
|
|
|
(602
|
)
|
|
17,781
|
|
||||||
Other Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest expense
|
—
|
|
|
(681
|
)
|
|
(681
|
)
|
|
—
|
|
|
(289
|
)
|
|
(289
|
)
|
||||||
Income from equity method investments
|
—
|
|
|
226
|
|
|
226
|
|
|
—
|
|
|
747
|
|
|
747
|
|
||||||
Other income, net
|
429
|
|
|
—
|
|
|
429
|
|
|
405
|
|
|
—
|
|
|
405
|
|
||||||
Total Other Income (Loss)
|
429
|
|
|
(455
|
)
|
|
(26
|
)
|
|
405
|
|
|
458
|
|
|
863
|
|
||||||
Economic Income (Loss)
|
$
|
(2,278
|
)
|
|
$
|
120
|
|
|
$
|
(2,158
|
)
|
|
$
|
(4,249
|
)
|
|
$
|
716
|
|
|
$
|
(3,533
|
)
|
(1)
|
Reclassified to conform to the current presentation. See note
15
to our
condensed consolidated
financial statements for more detail on the reclassifications within our three segments.
|
|
|
For the Three Months Ended March 31,
|
|||||||||||||
|
|
2015
|
|
2014
|
|
Amount
Change |
|
Percentage
Change |
|||||||
|
|
(dollars in thousands)
|
|
|
|||||||||||
Real Estate:
(1)
|
|
|
|
|
|
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Advisory and transaction fees from affiliates, net
|
|
$
|
350
|
|
|
$
|
949
|
|
|
$
|
(599
|
)
|
|
(63.1
|
)%
|
Management fees from affiliates
|
|
10,664
|
|
|
12,780
|
|
|
(2,116
|
)
|
|
(16.6
|
)
|
|||
Carried interest income (loss) from affiliates:
|
|
|
|
|
|
|
|
|
|||||||
Unrealized losses
|
|
(26
|
)
|
|
(344
|
)
|
|
318
|
|
|
(92.4
|
)
|
|||
Realized gains
|
|
2,417
|
|
|
—
|
|
|
2,417
|
|
|
NM
|
|
|||
Total carried interest income (loss) from affiliates
|
|
2,391
|
|
|
(344
|
)
|
|
2,735
|
|
|
NM
|
|
|||
Total Revenues
|
|
13,405
|
|
|
13,385
|
|
|
20
|
|
|
0.1
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|||||||
Salary, bonus and benefits
|
|
8,073
|
|
|
7,518
|
|
|
555
|
|
|
7.4
|
|
|||
Equity-based compensation
|
|
1,019
|
|
|
5,437
|
|
|
(4,418
|
)
|
|
(81.3
|
)
|
|||
Profit sharing expense
|
|
1,816
|
|
|
(602
|
)
|
|
2,418
|
|
|
NM
|
|
|||
Total compensation and benefits
|
|
10,908
|
|
|
12,353
|
|
|
(1,445
|
)
|
|
(11.7
|
)
|
|||
Other expenses
|
|
4,629
|
|
|
5,428
|
|
|
(799
|
)
|
|
(14.7
|
)
|
|||
Total Expenses
|
|
15,537
|
|
|
17,781
|
|
|
(2,244
|
)
|
|
(12.6
|
)
|
|||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|||||||
Net interest expense
|
|
(681
|
)
|
|
(289
|
)
|
|
(392
|
)
|
|
135.6
|
|
|||
Income from equity method investments
|
|
226
|
|
|
747
|
|
|
(521
|
)
|
|
(69.7
|
)
|
|||
Other income (loss), net
|
|
429
|
|
|
405
|
|
|
24
|
|
|
5.9
|
|
|||
Total Other Income (Loss)
|
|
(26
|
)
|
|
863
|
|
|
(889
|
)
|
|
NM
|
|
|||
Economic Loss
|
|
$
|
(2,158
|
)
|
|
$
|
(3,533
|
)
|
|
$
|
1,375
|
|
|
(38.9
|
)%
|
(1)
|
Reclassified to conform to the current presentation. See note
15
to our
condensed consolidated
financial statements for more detail on the reclassifications within our three segments.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Management Business
(3)
|
|
|
|
|
||||
Revenues:
|
|
|
|
|
||||
Advisory and transaction fees from affiliates, net
|
|
$
|
9,543
|
|
|
$
|
116,065
|
|
Management fees from affiliates
|
|
224,713
|
|
|
223,830
|
|
||
Carried interest income from affiliates
|
|
10,774
|
|
|
8,464
|
|
||
Total Revenues
|
|
245,030
|
|
|
348,359
|
|
||
Expenses:
|
|
|
|
|
||||
Salary, bonus and benefits
|
|
87,552
|
|
|
80,531
|
|
||
Equity-based compensation
|
|
15,831
|
|
|
58,137
|
|
||
General, administrative and other
(2)
|
|
22,805
|
|
|
24,361
|
|
||
Professional fees
(1)
|
|
15,229
|
|
|
19,042
|
|
||
Occupancy
|
|
10,026
|
|
|
9,902
|
|
||
Placement fees
|
|
1,264
|
|
|
1,786
|
|
||
Depreciation and amortization
|
|
2,610
|
|
|
2,609
|
|
||
Total Expenses
|
|
155,317
|
|
|
196,368
|
|
||
Other income, net
|
|
4,692
|
|
|
5,315
|
|
||
Non-Controlling Interests
|
|
(2,846
|
)
|
|
(3,256
|
)
|
||
Economic Income
|
|
$
|
91,559
|
|
|
$
|
154,050
|
|
(1)
|
Excludes professional fees related to the consolidated funds.
|
(2)
|
Excludes general and administrative expenses and interest income related to the consolidated funds.
|
(3)
|
Reclassified to conform to the current presentation. See note
15
to our
condensed consolidated
financial statements for more detail on the reclassifications within our three segments.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Incentive Business
(3)
|
|
|
|
|
||||
Revenues:
|
|
|
|
|
||||
Carried interest income (loss) from affiliates:
|
|
|
|
|
||||
Unrealized losses
(1)
|
|
$
|
(66,905
|
)
|
|
$
|
(301,831
|
)
|
Realized gains
|
|
124,724
|
|
|
462,626
|
|
||
Total Revenues
|
|
57,819
|
|
|
160,795
|
|
||
Expenses:
|
|
|
|
|
||||
Compensation and Benefits:
|
|
|
|
|
||||
Profit sharing expense:
|
|
|
|
|
||||
Unrealized profit sharing expense
|
|
(8,757
|
)
|
|
(104,650
|
)
|
||
Realized profit sharing expense
|
|
49,589
|
|
|
203,088
|
|
||
Total Profit Sharing Expense
|
|
40,832
|
|
|
98,438
|
|
||
Other Income:
|
|
|
|
|
||||
Net interest expense
|
|
(6,692
|
)
|
|
(1,983
|
)
|
||
Other income (loss), net
|
|
(348
|
)
|
|
14,040
|
|
||
Net gains from investment activities
(2)
|
|
1,761
|
|
|
18,013
|
|
||
Income (loss) from equity method investments
|
|
(1,198
|
)
|
|
28,295
|
|
||
Total Other Income (Loss)
|
|
(6,477
|
)
|
|
58,365
|
|
||
Economic Income
|
|
$
|
10,510
|
|
|
$
|
120,722
|
|
(1)
|
Included in unrealized carried interest losses from affiliates for the
three months ended March 31, 2015
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income with respect to Fund V, ACLF and certain SIAs within the credit segment of $4.2 million, $4.4 million and $27.0 million, respectively. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations in Fund V, ACLF and certain SIAs within the credit segment was
$28.0 million
,
$10.6 million
and
$30.7 million
, respectively, as of March 31, 2015. The general partner obligation is recognized based upon a hypothetical liquidation of the fund’s net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement of the fund.
|
(2)
|
Excludes investment income and net gains from investment activities related to consolidated funds and the consolidated VIEs.
|
(3)
|
Reclassified to conform to the current presentation. See note
15
to our
condensed consolidated
financial statements for more detail on the reclassifications within our three segments.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Revenues
|
|
$
|
302,849
|
|
|
$
|
509,154
|
|
Expenses
|
|
196,149
|
|
|
294,806
|
|
||
Other income (loss)
|
|
(1,785
|
)
|
|
63,680
|
|
||
Non-Controlling Interests
|
|
(2,846
|
)
|
|
(3,256
|
)
|
||
Economic Income
|
|
102,069
|
|
|
274,772
|
|
||
Income tax provision
|
|
(5,514
|
)
|
|
(32,549
|
)
|
||
Net income attributable to Non-Controlling Interests in Apollo Operating Group
|
|
(48,012
|
)
|
|
(155,100
|
)
|
||
Transaction-related charges and equity-based compensation
(1)
|
|
(17,616
|
)
|
|
(14,954
|
)
|
||
Net Income Attributable to Apollo Global Management, LLC
|
|
$
|
30,927
|
|
|
$
|
72,169
|
|
(1)
|
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. Equity-based compensation adjustment includes non-cash revenues and expenses related to equity awards granted by unconsolidated affiliates to employees of the Company.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Management Business Economic Income
|
|
$
|
91,559
|
|
|
$
|
154,050
|
|
Less: Non-cash revenues
(1)
|
|
(2,784
|
)
|
|
(59,093
|
)
|
||
Add back: Equity-based compensation
|
|
15,831
|
|
|
58,137
|
|
||
Add back: Depreciation and amortization
|
|
2,610
|
|
|
2,609
|
|
||
Management Business Distributable Earnings
|
|
$
|
107,216
|
|
|
$
|
155,703
|
|
|
|
|
|
|
||||
Incentive Business Economic Income
|
|
$
|
10,510
|
|
|
$
|
120,722
|
|
Less: Non-cash carried interest income
(2)
|
|
(29,900
|
)
|
|
—
|
|
||
Less: Net unrealized carried interest loss
|
|
58,148
|
|
|
197,181
|
|
||
Less: Unrealized investment and other (income) loss
(3)
|
|
45
|
|
|
(35,563
|
)
|
||
Incentive Business Distributable Earnings
|
|
$
|
38,803
|
|
|
$
|
282,340
|
|
|
|
|
|
|
||||
Distributable Earnings
|
|
$
|
146,019
|
|
|
$
|
438,043
|
|
Taxes and related payables
(4)
|
|
(2,110
|
)
|
|
(25,900
|
)
|
||
Distributable Earnings After Taxes and Related Payables
|
|
$
|
143,909
|
|
|
$
|
412,143
|
|
(1)
|
Includes monitoring fees paid by Athene to Apollo by delivery of common shares of Athene Holding and gains resulting from reductions of the tax receivable agreement liability due to changes in projected income estimates and in estimated tax rates.
|
(2)
|
Represents realized carried interest income settled by receipt of securities.
|
(3)
|
Represents unrealized gains from our general partner investments in our funds and other balance sheet investments.
|
(4)
|
Represents the estimated current corporate, local and Non-U.S. taxes as well as the payable under Apollo's tax receivable agreement.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands, except per share data)
|
||||||
Distributable Earnings After Taxes and Related Payables
|
|
$
|
143,909
|
|
|
$
|
412,143
|
|
Add back: Tax related payables attributable to common and equivalents
|
|
60
|
|
|
22,578
|
|
||
Distributable Earnings before certain payables
(2)
|
|
143,969
|
|
|
434,721
|
|
||
Percent to common and equivalents
|
|
45
|
%
|
|
43
|
%
|
||
Distributable Earnings before other payables attributable to common and equivalents
|
|
65,282
|
|
|
186,820
|
|
||
Less: Tax related payables attributable to common and equivalents
|
|
(60
|
)
|
|
(22,578
|
)
|
||
Distributable Earnings attributable to common and equivalents
|
|
65,222
|
|
|
164,242
|
|
||
Distributable Earnings per share of common and equivalent
(3)
|
|
$
|
0.35
|
|
|
$
|
0.94
|
|
Retained capital per share of common and equivalent
(3)(4)
|
|
(0.02
|
)
|
|
(0.10
|
)
|
||
Net distribution per share of common and equivalent
(3)
|
|
$
|
0.33
|
|
|
$
|
0.84
|
|
(1)
|
Common and equivalents refers to Class A shares outstanding and RSUs that participate in distributions.
|
(2)
|
Distributable earnings before certain payables represents distributable earnings before the deduction for the estimated current corporate taxes and the payable under Apollo's tax receivable agreement.
|
(3)
|
Per share calculations are based on end of period total Class A shares outstanding and RSUs that participate in distributions.
|
(4)
|
Retained capital is withheld pro-rata from common and equivalent holders and AOG unitholders.
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Management Business Economic Income
|
$
|
91,559
|
|
|
$
|
154,050
|
|
Equity-based compensation
(1)
|
15,831
|
|
|
58,137
|
|
||
Depreciation and amortization
(2)
|
2,610
|
|
|
2,609
|
|
||
Fee-Related EBITDA
|
110,000
|
|
|
214,796
|
|
||
Total realized carried interest
|
124,724
|
|
|
462,626
|
|
||
Total realized profit sharing expense
|
(49,589
|
)
|
|
(203,088
|
)
|
||
Net realized carried interest
|
75,135
|
|
|
259,538
|
|
||
Fee-Related EBITDA + 100% of Net Realized Carried Interest
|
185,135
|
|
|
474,334
|
|
||
Net unrealized carried interest (loss) income
|
(58,148
|
)
|
|
(197,181
|
)
|
||
Other income (loss)
|
(6,477
|
)
|
|
58,365
|
|
||
Depreciation and amortization
(2)
|
(2,610
|
)
|
|
(2,609
|
)
|
||
Equity-based compensation
(1)
|
(15,831
|
)
|
|
(58,137
|
)
|
||
Economic Income
|
$
|
102,069
|
|
|
$
|
274,772
|
|
(1)
|
Includes RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options. Excludes equity-based compensation expense comprising amortization of AOG Units.
|
(2)
|
Includes amortization of leasehold improvements.
|
•
|
Generating cash flow from operations;
|
•
|
Making investments in Apollo funds;
|
•
|
Meeting financing needs through credit agreements; and
|
•
|
Distributing cash flow to equity holders and Non-Controlling Interests.
|
•
|
Raising capital from their investors, which have been reflected historically as Non-Controlling Interests of the consolidated subsidiaries in our financial statements;
|
•
|
Using capital to make investments;
|
•
|
Generating cash flow from operations through distributions, interest and the realization of investments;
|
•
|
Distributing cash flow to investors; and
|
•
|
Issuing debt to finance investments (CLOs)
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Operating Activities
|
$
|
(469,026
|
)
|
|
$
|
412,439
|
|
Investing Activities
|
(41,853
|
)
|
|
(24,781
|
)
|
||
Financing Activities
|
235,072
|
|
|
(337,054
|
)
|
||
Net Increase (decrease) in Cash and Cash Equivalents
|
$
|
(275,807
|
)
|
|
$
|
50,604
|
|
•
|
$198.6 million in net income, to which $20.1 million of equity-based compensation and $17.3 million of deferred taxes, net were added to reconcile net income to net cash used in operating activities during the three months ended March 31, 2015.
|
•
|
a $21.1 million increase in deferred revenue;
|
•
|
a $25.7 million increase in profit sharing payable;
|
•
|
Apollo Funds and VIEs activity:
|
▪
|
$1,571.7 million in proceeds from sales of investments and liquidating distributions;
|
▪
|
a $389.5 million decrease in cash;
|
▪
|
$68.2 million in net unrealized losses on debt; and
|
▪
|
a $44.4 million increase in other liabilities.
|
•
|
a $12.7 million increase in due from affiliates;
|
•
|
a $13.4 million increase in other assets;
|
•
|
a $22.1 million decrease in due to affiliates;
|
•
|
Apollo Funds and VIEs activity:
|
▪
|
$2,198.9 million of purchases of investments;
|
▪
|
$156.6 million in net unrealized gains from investments; and
|
▪
|
a $407.2 million increase in other assets.
|
•
|
$459.6 million in net income, to which $59.0 million of equity-based compensation and $23.3 million of cash distributions of earnings from equity method investments were added to reconcile net income to net cash provided by operating activities during the three months ended March 31, 2014.
|
•
|
a $363.4 million decrease in carried interest receivable;
|
•
|
a $57.6 million increase in deferred revenue;
|
•
|
a $34.3 million increase in accounts payable and accrued expenses;
|
•
|
Apollo Funds and VIEs activity:
|
▪
|
$2,580.3 million in proceeds from sales of investments and liquidating distributions;
|
▪
|
a $41.2 million decrease in cash; and
|
▪
|
a $344.4 million increase in other liabilities.
|
•
|
an $89.1 million decrease in profit sharing payable;
|
•
|
a $55.7 million increase in due from affiliates;
|
•
|
$22.9 million of income from equity method investments;
|
•
|
Apollo Funds and VIEs activity:
|
▪
|
$2,717.3 million of purchases of investments;
|
▪
|
a $370.8 million increase in other assets; and
|
▪
|
$204.4 million in net unrealized gains from investments.
|
•
|
$36.4 million of cash contributions to equity method investments primarily related to Fund VIII, MidCap, COF III, AION and AGRE U.S. Real Estate Fund, L.P.; and
|
•
|
$2.8 million of purchases of fixed assets.
|
•
|
$7.3 million of cash distributions received from equity method investments primarily related to COF III, EPF I, Apollo SPN Investments I, L.P., AESI and EPF II.
|
•
|
$34.9 million of cash contributions to equity method investments, primarily related to Fund VII, Fund VIII, COF III, EPF II, AESI and AION; and
|
•
|
$1.5 million of purchases of fixed assets.
|
•
|
$11.7 million of cash distributions received from equity method investments, primarily related to Fund VII, Fund VIII, AESI, COF II, COF III, Vantium C, EPF I and EPF II.
|
▪
|
Apollo Funds and VIEs activity:
|
▪
|
$909.9 million related to issuance of debt; and
|
▪
|
$159.8 million in contributions from Non-Controlling Interests.
|
▪
|
$191.3 million of distributions paid to Non-Controlling Interests in the Apollo Operating Group;
|
▪
|
$144.4 million in distributions;
|
▪
|
Apollo Funds and VIEs activity:
|
▪
|
$331.6 million in principal repayment of debt;
|
▪
|
$111.6 million in distributions paid; and
|
▪
|
$50.5 million of distributions paid to Non-Controlling Interests.
|
▪
|
$247.3 million of distributions paid to Non-Controlling Interests in the Apollo Operating Group;
|
▪
|
$167.2 million in distributions paid;
|
▪
|
$14.6 million in satisfaction of contingent obligations;
|
▪
|
Apollo Funds and VIEs activity:
|
▪
|
$918.7 million in principal repayment of debt;
|
▪
|
$90.8 million in distributions paid; and
|
▪
|
$12.5 million of distributions paid to Non-Controlling Interests.
|
▪
|
Apollo funds and VIEs activity:
|
▪
|
$1,024.0 million related to issuance of debt; and
|
▪
|
$96.2 million in contributions from Non-Controlling Interests.
|
•
|
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
|
•
|
85% of any tax savings APO Corp. recognizes as a result of the tax receivable agreement will be paid to the Contributing Partners.
|
|
For the Three Months Ended March 31,
|
||
|
2015
|
|
2014
|
Distribution Yield
(1)
|
11.7%
|
|
12.3%
|
Cost of Equity Capital Rate
(2)
|
9.8%
|
|
13.0%
|
(1)
|
Calculated based on the historical distributions paid during the last twelve months and the Company's share price as of the measurement date of the grant on a weighted average basis.
|
(2)
|
Assumes discount rate that 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 Three Months Ended March 31,
|
|
||
|
2015
|
|
2014
|
|
Plan Grants
|
|
|
|
|
Holding Period Restriction (in years)
|
0.5
|
|
0.6
|
|
Volatility
(1)
|
30.9%
|
|
31.9%
|
|
Distribution Yield
(2)
|
11.7%
|
|
12.3%
|
|
Bonus Grants
|
|
|
|
|
Holding Period Restriction (in years)
|
0.2
|
|
0.2
|
|
Volatility
(1)
|
32.7%
|
|
27.2%
|
|
Distribution Yield
(2)
|
11.7%
|
|
11.2%
|
|
(1)
|
The Company determined the expected volatility based on the volatility of the Company’s share price as of the grant date with consideration to comparable companies.
|
(2)
|
Calculated based on the historical distributions paid during the last twelve months and the Company's share price as of the measurement date of the grant on a weighted average basis.
|
|
Remaining 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating lease obligations
(1)
|
$
|
28,525
|
|
|
$
|
37,381
|
|
|
$
|
35,384
|
|
|
$
|
30,983
|
|
|
$
|
30,593
|
|
|
$
|
24,163
|
|
|
$
|
187,029
|
|
Other long-term obligations
(2)
|
10,075
|
|
|
5,588
|
|
|
4,783
|
|
|
4,658
|
|
|
2,329
|
|
|
—
|
|
|
27,433
|
|
|||||||
2013 AMH Credit Facilities - Term Facility
(3)
|
5,232
|
|
|
6,976
|
|
|
6,976
|
|
|
6,976
|
|
|
500,349
|
|
|
—
|
|
|
526,509
|
|
|||||||
2013 AMH Credit Facilities - Revolver Facility
(4)
|
469
|
|
|
625
|
|
|
625
|
|
|
625
|
|
|
8
|
|
|
—
|
|
|
2,352
|
|
|||||||
2024 Senior Notes
(5)
|
15,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
588,333
|
|
|
683,333
|
|
|||||||
2014 AMI Term Facility I
|
229
|
|
|
306
|
|
|
306
|
|
|
306
|
|
|
14,528
|
|
|
—
|
|
|
15,675
|
|
|||||||
2014 AMI Term Facility II
|
241
|
|
|
321
|
|
|
321
|
|
|
321
|
|
|
16,938
|
|
|
—
|
|
|
18,142
|
|
|||||||
Obligations as of March 31, 2015
|
$
|
59,771
|
|
|
$
|
71,197
|
|
|
$
|
68,395
|
|
|
$
|
63,869
|
|
|
$
|
584,745
|
|
|
$
|
612,496
|
|
|
$
|
1,460,473
|
|
(1)
|
The Company has entered into sublease agreements and is expected to contractually receive approximately
$5.5 million
over the remaining periods of
2015
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)
|
$500 million of the outstanding Term Facility matures in January 2019. The interest rate on the
$500 million
Term Facility as of
March 31, 2015
was
1.37%
. See note
9
of the
condensed consolidated
financial statements for further discussion of the 2013 AMH Credit Facilities.
|
(4)
|
The commitment fee as of
March 31, 2015
on the
$500 million
undrawn Revolver Facility was
0.125%
. See note
9
of the
condensed consolidated
financial statements for further discussion of the 2013 AMH Credit Facilities.
|
(5)
|
$500 million of the 2024 Senior Notes matures in May 2024. The interest rate on the 2024 Senior Notes as of
March 31, 2015
was 4.00%. See note
9
of the condensed consolidated financial statements for further discussion of the 2024 Senior Notes.
|
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.
|
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
|
|
|
8.40
|
|
|
$
|
403.0
|
|
|
2.19
|
|
|
$
|
1,350.9
|
|
|
$
|
356.6
|
|
|
Fund VII
|
467.2
|
|
|
3.18
|
|
|
177.9
|
|
|
1.21
|
|
|
102.6
|
|
|
37.7
|
|
|
||||
Fund VI
|
246.3
|
|
|
2.43
|
|
|
6.1
|
|
|
0.06
|
|
|
9.7
|
|
|
0.2
|
|
|
||||
Fund V
|
100.0
|
|
|
2.67
|
|
|
0.5
|
|
|
0.01
|
|
|
6.3
|
|
|
—
|
|
|
||||
Fund IV
|
100.0
|
|
|
2.78
|
|
|
0.2
|
|
|
0.01
|
|
|
0.5
|
|
|
—
|
|
|
||||
ANRP
|
426.1
|
|
|
32.21
|
|
|
10.1
|
|
|
0.76
|
|
|
202.6
|
|
|
4.7
|
|
|
||||
AION
|
150.0
|
|
|
18.19
|
|
|
50.0
|
|
|
6.06
|
|
|
113.6
|
|
|
37.6
|
|
|
||||
APC
|
158.5
|
|
|
69.06
|
|
|
0.1
|
|
|
0.04
|
|
|
81.4
|
|
|
0.1
|
|
|
||||
Apollo Rose, L.P.
|
215.7
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
85.7
|
|
|
—
|
|
|
||||
A.A Mortgage Opportunities, L.P.
|
200.0
|
|
|
98.43
|
|
|
—
|
|
|
—
|
|
|
79.9
|
|
|
—
|
|
|
||||
Champ, L.P.
|
73.2
|
|
|
100.00
|
|
|
18.7
|
|
|
25.56
|
|
|
11.3
|
|
|
2.9
|
|
|
||||
Apollo Royalties Management, LLC
|
100.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
25.8
|
|
|
—
|
|
|
||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EPF I
(2)
|
288.3
|
|
|
20.74
|
|
|
19.0
|
|
|
1.37
|
|
|
48.2
|
|
|
4.4
|
|
|
||||
EPF II
(2)
|
409.8
|
|
|
12.25
|
|
|
62.9
|
|
|
1.88
|
|
|
161.5
|
|
|
26.5
|
|
|
||||
COF I
|
450.7
|
|
|
30.35
|
|
|
29.7
|
|
|
2.00
|
|
|
237.4
|
|
|
4.2
|
|
|
||||
COF II
|
30.5
|
|
|
1.93
|
|
|
23.4
|
|
|
1.48
|
|
|
0.8
|
|
|
0.6
|
|
|
||||
COF III
|
358.1
|
|
|
10.45
|
|
|
83.1
|
|
|
2.43
|
|
|
202.4
|
|
|
47.1
|
|
|
||||
ACLF
|
23.9
|
|
|
2.43
|
|
|
23.9
|
|
|
2.43
|
|
|
19.7
|
|
|
19.7
|
|
|
||||
Palmetto
|
18.0
|
|
|
1.19
|
|
|
18.0
|
|
|
1.19
|
|
|
10.9
|
|
|
10.9
|
|
|
||||
AIE II
(2)
|
7.0
|
|
|
3.15
|
|
|
4.3
|
|
|
1.94
|
|
|
—
|
|
|
—
|
|
|
||||
ESDF
|
50.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
FCI
|
151.3
|
|
|
27.07
|
|
|
—
|
|
|
—
|
|
|
81.1
|
|
|
—
|
|
|
||||
FCI II
|
244.6
|
|
|
15.72
|
|
|
—
|
|
|
—
|
|
|
148.7
|
|
|
—
|
|
|
||||
Franklin Fund
|
9.9
|
|
|
9.09
|
|
|
9.9
|
|
|
9.09
|
|
|
—
|
|
|
—
|
|
|
||||
Apollo Lincoln Fixed Income Fund
|
2.5
|
|
|
0.99
|
|
|
2.5
|
|
|
0.99
|
|
|
0.9
|
|
|
0.9
|
|
|
||||
Apollo/Palmetto Loan Portfolio, L.P.
|
300.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
85.0
|
|
|
—
|
|
|
||||
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.
|
200.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
AESI
(2)
|
3.1
|
|
|
0.99
|
|
|
3.1
|
|
|
0.99
|
|
|
0.5
|
|
|
0.5
|
|
|
||||
AESI II
|
2.8
|
|
|
0.99
|
|
|
2.8
|
|
|
0.99
|
|
|
2.3
|
|
|
2.3
|
|
|
||||
AEC
|
7.3
|
|
|
2.50
|
|
|
3.2
|
|
|
1.08
|
|
|
2.5
|
|
|
1.1
|
|
|
||||
ACSP
|
18.8
|
|
|
2.44
|
|
|
18.8
|
|
|
2.44
|
|
|
8.7
|
|
|
8.7
|
|
|
||||
Apollo SK Strategic Investments, L.P.
|
2.0
|
|
|
0.99
|
|
|
2.0
|
|
|
0.99
|
|
|
0.4
|
|
|
0.4
|
|
|
||||
Stone Tower Structured Credit Recovery Master Fund II, Ltd.
|
7.9
|
|
|
7.61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Apollo Structured Credit Recovery Master Fund III, Ltd.
|
137.3
|
|
|
27.63
|
|
|
0.6
|
|
|
0.12
|
|
|
48.2
|
|
|
0.2
|
|
|
||||
Apollo Zeus Strategic Investments, L.P.
|
14.0
|
|
|
3.38
|
|
|
14.0
|
|
|
3.38
|
|
|
6.5
|
|
|
6.5
|
|
|
||||
Apollo Lincoln Private Credit Fund, L.P.
|
2.5
|
|
|
0.99
|
|
|
2.5
|
|
|
0.99
|
|
|
2.2
|
|
|
2.2
|
|
|
||||
MidCap
|
919.0
|
|
|
71.06
|
|
|
79.9
|
|
|
6.18
|
|
|
298.9
|
|
|
42.0
|
|
|
||||
AEOF
|
10.5
|
|
|
2.46
|
|
|
10.5
|
|
|
2.46
|
|
|
10.5
|
|
|
10.5
|
|
|
||||
AIE III
(2)
|
9.7
|
|
|
2.91
|
|
|
9.7
|
|
|
2.91
|
|
|
7.9
|
|
|
7.9
|
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
AGRE U.S. Real Estate Fund, L.P.
|
433.3
|
|
(1)
|
69.46
|
|
|
16.2
|
|
|
2.45
|
|
|
136.4
|
|
(1)
|
3.4
|
|
|
||||
Apollo U.S. Real Estate Fund II, L.P.
|
157.5
|
|
|
100.00
|
|
|
7.5
|
|
|
4.76
|
|
|
157.5
|
|
|
7.5
|
|
|
||||
BEA/AGRE China Real Estate Fund, L.P.
|
0.1
|
|
|
1.03
|
|
|
0.1
|
|
|
1.03
|
|
|
—
|
|
|
—
|
|
|
||||
AGRE Asia Co-Invest I Limited
|
50.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
35.7
|
|
|
—
|
|
|
||||
CAI Strategic European Real Estate Ltd.
|
16.8
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
||||
CPI Capital Partners North America
|
7.6
|
|
|
1.27
|
|
|
2.1
|
|
|
0.35
|
|
|
0.6
|
|
|
0.2
|
|
|
||||
CPI Capital Partners Europe
(2)
|
5.9
|
|
|
0.47
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
||||
CPI Capital Partners Asia Pacific
|
6.9
|
|
|
0.53
|
|
|
0.5
|
|
|
0.04
|
|
|
0.4
|
|
|
—
|
|
|
||||
London Prime Apartments Guernsey Holdings Limited
(3)
|
26.2
|
|
|
7.80
|
|
|
0.8
|
|
|
0.23
|
|
|
6.9
|
|
|
0.2
|
|
|
||||
2012 CMBS I Fund, L.P.
|
88.2
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
2012 CMBS II Fund, L.P.
|
93.5
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
AGRE Cobb West Investor, L.P.
|
22.1
|
|
|
86.41
|
|
|
0.1
|
|
|
0.39
|
|
|
2.1
|
|
|
—
|
|
|
||||
AGRE CMBS Fund, L.P.
|
418.8
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apollo SPN Investments I, L.P.
|
22.1
|
|
|
0.73
|
|
|
22.1
|
|
|
0.73
|
|
|
18.1
|
|
|
18.1
|
|
|
||||
Total
|
$
|
8,809.0
|
|
|
|
|
$
|
1,139.8
|
|
|
|
|
$
|
3,816.8
|
|
|
$
|
665.8
|
|
|
(1)
|
Figures for AGRE U.S. Real Estate Fund, L.P. include base, additional, and co-investment commitments. A co-investment vehicle 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
$1.48
as of
March 31, 2015
.
|
(2)
|
Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to
$1.07
as of
March 31, 2015
.
|
(3)
|
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
$1.48
as of
March 31, 2015
.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
The investment process of our private equity funds involves a detailed analysis of potential acquisitions, and investment management teams assigned to monitor the strategic development, financing and capital deployment decisions of each portfolio investment.
|
•
|
Our credit funds continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios, as well as, fund-wide risks.
|
•
|
capital commitments to an Apollo fund;
|
•
|
capital invested in an Apollo fund;
|
•
|
the gross, net or adjusted asset value of an Apollo fund, as defined; or
|
•
|
as otherwise defined in the respective agreements.
|
•
|
the performance criteria for each individual fund in relation to how that fund’s results of operations are impacted by changes in market risk factors;
|
•
|
whether such performance criteria are annual or over the life of the fund;
|
•
|
to the extent applicable, the previous performance of each fund in relation to its performance criteria; and
|
•
|
whether each funds’ carried interest income is subject to contingent repayment.
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
•
|
In re: Caesars Entertainment Operating Company, Inc. bankruptcy proceedings, No. 15-10047 (Del. Bk.) (the “Delaware Bankruptcy Action”) and No. 15-01145 (N.D. Ill. Bk.) (the “Illinois Bankruptcy Action”). On January 12, 2015, three holders of CEOC second lien notes filed an involuntary bankruptcy petition against CEOC in the United States Bankruptcy Court for the District of Delaware. On January 15, 2015, CEOC and certain of its affiliates filed for Chapter 11 bankruptcy in the Northern District of Illinois. On February 2, 2015, the court in the Delaware Bankruptcy Action ordered that all CEOC bankruptcy proceedings should take place in the Illinois Bankruptcy Action. On March 11, 2015, CEOC filed an adversary complaint in the Illinois Bankruptcy Action to stay, pending resolution of the bankruptcy, the Trustee, MeehanCombs, Danner, and BOKF Actions described below. The court has scheduled an evidentiary hearing on CEOC’s stay request for June 1, 2015.
|
•
|
Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp. et al., No. 10004-CVG (Del. Ch.) (the “Trustee Action”). On August 4, 2014, Wilmington Savings Fund Society, FSB (“WSFS”), as trustee for certain CEOC second-lien notes, sued Caesars Entertainment Corporation (“Caesars Entertainment”), Caesars Entertainment’s subsidiary, CEOC, other Caesars Entertainment-affiliated entities, and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeff Benjamin (an Apollo consultant), in the Delaware Chancery Court. WSFS (i) asserts claims (against some or all of the defendants) for fraudulent conveyance, breach of fiduciary duty, breach of contract, corporate waste and aiding and abetting related to certain transactions among CEOC and other Caesars Entertainment affiliates, and (ii) requests (among other things) that the court unwind the challenged transactions and award damages. WSFS served a subpoena for documents on Apollo on September 11, 2014, but Apollo’s response was stayed during the pendency of motions to dismiss under a September 23, 2014 stipulated order. On March 18, 2015, the Court denied Defendants’ motion to dismiss. Apollo served responses and objections to the Trustee’s subpoena on March 25, 2015. Caesars Entertainment answered the complaint on April 1, 2015.
|
•
|
Caesars Entertainment Operating Co., et al. v. Appaloosa Investment Ltd. P’ship et al., No. 652392/2014 (N.Y. Sup. Ct.) (the “Caesars Action”). On August 5, 2014, Caesars Entertainment Corporation CEOC sued certain CEOC second-lien noteholders and CEOC first-lien noteholder Elliott Management Corporation (“EMC”). On September 15, 2014, an amended complaint was filed adding WSFS as a defendant. The amended complaint asserts claims for (among other things) tortious interference with prospective economic advantage, a declaratory judgment that certain transactions related to CEOC’s restructuring are valid and appropriate and that there has not been a default under the indentures governing the notes. On October 15, 2014, defendants moved to dismiss the complaint, and the motion was fully briefed on December 1, 2014. On January 15, 2015, Caesars Entertainment and CEOC agreed to voluntarily dismiss their claims against EMC without prejudice, and EMC agreed to withdraw its motion to dismiss without prejudice. The remaining parties in the Caesars Action and the parties in the Trustee action described below have agreed to stay discovery pending decision on the respective motions to dismiss.
|
•
|
Meehancombs Global Credit Opportunities Master Fund, L.P., et al. v. Caesars Entertainment Corp., et al., No. 14-cv-7091 (S.D.N.Y.) (the “Meehancombs Action”). On September 3, 2014, institutional investors allegedly holding approximately
$137 million
in CEOC unsecured senior notes sued CEOC and Caesars Entertainment for breach of contract and the implied covenant of good faith, Trust Indenture Act violations and a declaratory judgment challenging the August 2014 private financing
|
•
|
UMB Bank v. Caesars Entertainment Corporation, et al., No. 10393 (Del. Ch.) (the “UMB Action.”). On November 25, 2014, UMB Bank, as trustee for certain CEOC notes, sued Caesars Entertainment, CEOC, other Caesars Entertainment-affiliated entities, and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeffrey Benjamin (an Apollo consultant), in Delaware Chancery Court. The lawsuit alleges claims for actual and constructive fraudulent conveyance and transfer, insider preferences, illegal dividends, breach of contract, intentional interference with contractual relations, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, usurpation of corporate opportunities, and unjust enrichment. The UMB Action seeks appointment of a receiver for CEOC, a constructive trust, and other relief. The UMB Action has been assigned to the same judge overseeing the Trustee Action. Upon filing the complaint, UMB Bank moved to expedite is claim seeking a receiver, on which the court held oral argument on December 17, 2014. On January 15, 2015, the court entered a stipulated order staying the UMB Action as to all parties due to CEOC’s bankruptcy filing.
|
•
|
Koskie v. Caesars Acquisition Company, et al., No. A-14-711712-C (Clark Cnty Nev. Dist. Ct.) (the “Koskie Action”). On December 30, 2014, Nicholas Koskie brought a shareholder class action on behalf of shareholders of Caesars Acquisition Company (“CAC”) against CAC, Caesars Entertainment, and members of CAC’s Board of Directors, including Marc Rowan and David Sambur (each an Apollo partner). The lawsuit challenges CAC and Caesars Entertainment’s plan to merge, alleging that the proposed transaction will not give CAC shareholders fair value. Koskie asserts claims for breach of fiduciary duty relating to the director defendants’ interrelationships with the entities involved the proposed transaction.
|
•
|
BOKF, N.A. v. Caesars Entertainment Corporation, No. 15-156 (S.D.N.Y) (the “BOKF Action”). On March 3, 2015, BOKF, N.A., as trustee for certain CEOC notes, sued Caesars Entertainment in the Southern District of New York. The lawsuit alleges claims for breach of contract, intentional interference with contractual relations and a declaratory judgment, and seeks to enforce Caesars Entertainment’s guarantee of certain CEOC notes. The BOKF Action has been assigned to the same judge as the Meehancombs and Danner Actions. On March 25, 2015, Caesars Entertainment filed an answer to the complaint.
|
•
|
Apollo believes that the claims in the Trustee Action, the UMB Action, the Meehancombs Action, the Danner Action, the Koskie Action, and the BOKF Action are without merit. For this reason, and because the claims are in their early stages, and because of pending bankruptcy proceedings involving CEOC, no reasonable estimate of possible loss, if any, can be made at this time.
|
ITEM 2.
|
UNREGISTERED SALE OF EQUITY SECURITIES
|
Period
|
|
Total Number of Class A Shares Purchased
|
(1)
|
Average Price
Paid per Share |
|||
January 1, 2015 through January 31, 2015
|
|
—
|
|
|
—
|
|
|
February 1, 2015 through February 28, 2015
|
|
83,860
|
|
|
$
|
24.24
|
|
March 1, 2015 through March 31, 2015
|
|
—
|
|
|
—
|
|
|
|
|
83,860
|
|
|
|
(1)
|
During the fiscal quarter ended March 31, 2015, we repurchased a number of our Class A shares equal to the number of Class A restricted shares issued under our equity incentive plan during the quarter. All such repurchases were made in open-market transactions and not pursuant to a publicly-announced repurchase plan or program.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
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)).
|
|
|
|
4.2
|
|
Indenture dated as of May 30, 2014, among Apollo Management Holdings, L.P., the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 30, 2014 (File No. 001-35107)).
|
|
|
|
4.3
|
|
First Supplemental Indenture dated as of May 30, 2014, among Apollo Management Holdings, L.P., the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 30, 2014 (File No. 001-35107)).
|
|
|
|
4.4
|
|
Form of 4.000% Senior Note due 2024 (included in Exhibit 4.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 30, 2014 (File No. 001-35107), which is incorporated by reference).
|
|
|
|
4.5
|
|
Second Supplemental Indenture dated as of January 30, 2015, among Apollo Management Holdings, L.P., the Guarantors party thereto, Apollo Principal Holdings X, L.P. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
|
|
|
|
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
|
|
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)).
|
|
|
|
10.7
|
|
Agreement Among Principals, dated as of July 13, 2007, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings, L.P. (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.8
|
|
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)).
|
|
|
|
10.9
|
|
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 (incorporated by reference to Exhibit 10.11 to the Registrant's Form 10-Q for the period ended March 31, 2014 (File No. 001-35107)).
|
|
|
|
10.10
|
|
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 10.2 to the Registrant's Form 8-K filed with the Securities and Exchange Commission on May 7, 2013 (File No. 001-35107)).
|
|
|
|
+10.11
|
|
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)).
|
|
|
|
+10.12
|
|
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)).
|
|
|
|
+10.13
|
|
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)).
|
|
|
|
10.14
|
|
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)).
|
|
|
|
10.15
|
|
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)).
|
|
|
|
10.16
|
|
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)).
|
|
|
|
10.17
|
|
Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings VIII, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
10.18
|
|
Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings IX, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
*10.19
|
|
Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings X, L.P. dated as of April 8, 2015.
|
|
|
|
10.20
|
|
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's Form 10-Q for the Registration Statement on Form S-1 (File No. 333-150141)).
|
|
|
|
10.21
|
|
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)).
|
|
|
|
10.22
|
|
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)).
|
|
|
|
10.23
|
|
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)).
|
|
|
|
+10.24
|
|
Amended and Restated Employment Agreement with James Zelter dated as of June 20, 2014 (incorporated by reference to Exhibit 10.27 to the Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
|
|
|
|
+10.25
|
|
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)).
|
|
|
|
+10.26
|
|
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)).
|
|
|
|
+10.27
|
|
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)).
|
|
|
|
+10.28
|
|
Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for new independent directors) (incorporated by reference to Exhibit 10.31 to the Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
|
|
|
|
+10.29
|
|
Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for continuing independent directors) (incorporated by reference to Exhibit 10.32 to the Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
|
|
|
|
+10.30
|
|
Form of Restricted Share Award Grant Notice and Restricted Share Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.33 to the Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
|
|
|
+10.31
|
|
Form of Share Award Grant Notice and Share Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for Retired Partners) (incorporated by reference to Exhibit 10.34 to the Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
|
|
|
|
+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
|
|
Employment Agreement with Christopher Weidler, dated June 4, 2013 (incorporated by reference to Exhibit 10.33 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
|
|
|
|
+10.35
|
|
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)).
|
|
|
|
10.36
|
|
Amended Form of Independent Director Engagement Letter (incorporated by reference to Exhibit 10.38 to the Registrant’s Form 10-Q for the period ended March 31, 2014 (File No. 001-35107)).
|
|
|
|
+10.37
|
|
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)).
|
|
|
|
10.38
|
|
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)).
|
|
|
|
+10.39
|
|
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)).
|
|
|
|
+10.40
|
|
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)).
|
|
|
|
+10.41
|
|
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)).
|
|
|
|
+10.42
|
|
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)).
|
|
|
|
+10.43
|
|
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)).
|
|
|
|
+10.44
|
|
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)).
|
|
|
|
+10.45
|
|
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)).
|
|
|
|
+10.46
|
|
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)).
|
|
|
|
+10.47
|
|
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)).
|
|
|
|
10.48
|
|
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)).
|
|
|
|
*10.49
|
|
Guarantor Joinder Agreement, dated as of January 30, 2015, by Apollo Principal Holdings X, L.P. to the 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 existing guarantors party thereto, 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.
|
|
|
|
10.50
|
|
Transition Agreement, dated as of March 19, 2014, by and among Marc A. Spilker, Apollo Management Holdings, L.P. and Apollo Global Management, LLC (incorporated by reference to Exhibit 10.51 to the Registrant's Form 10-Q for the period ended March 31, 2014 (File No. 001-35107)).
|
|
|
|
+10.51
|
|
Form of Letter Agreement under the Amended and Restated Limited Partnership Agreement of Apollo Advisors VIII, L.P. effective as of January 1, 2014 (incorporated by reference to Exhibit 10.56 to the Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
|
|
|
|
+10.52
|
|
Form of Award Letter under the Amended and Restated Limited Partnership Agreement of Apollo Advisors VIII, L.P. effective as of January 1, 2014 (incorporated by reference to Exhibit 10.57 to the Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
|
|
|
|
+10.53
|
|
Amended and Restated Limited Partnership Agreement of Apollo EPF Advisors, L.P., dated as of February 3, 2011 (incorporated by reference to Exhibit 10.52 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
.
|
|
|
|
+10.54
|
|
First Amended and Restated Exempted Limited Partnership Agreement of Apollo EPF Advisors II, L.P. dated as of April 9, 2012 (incorporated by reference to Exhibit 10.53 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
|
|
|
|
+10.55
|
|
Amended and Restated Agreement of Exempted Limited Partnership of Apollo CIP Partner Pool, L.P., dated as of December 18, 2014 (incorporated by reference to Exhibit 10.54 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
|
|
|
|
+10.56
|
|
Form of Award Letter under the Amended and Restated Agreement of Exempted Limited Partnership Agreement of Apollo CIP Partner Pool, L.P. (incorporated by reference to Exhibit 10.55 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
|
|
|
|
+10.57
|
|
Second Amended and Restated Agreement of Limited Partnership of Apollo Credit Opportunity Advisors III (APO FC), L.P., dated as of December 18, 2014 (incorporated by reference to Exhibit 10.56 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
|
|
|
|
+10.58
|
|
Form of Award Letter under Second Amended and Restated Agreement of Limited Partnership of Apollo Credit Opportunity Advisors III (APO FC), L.P. (incorporated by reference to Exhibit 10.57 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
|
|
|
|
*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.
|
|
|
|
|
|
|
Apollo Global Management, LLC
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: May 11, 2015
|
By:
|
/s/ Martin Kelly
|
|
|
|
Name:
|
Martin Kelly
|
|
|
Title:
|
Chief Financial Officer
(principal financial officer and
authorized signatory)
|
Definitions
|
1
|
Formation
|
8
|
Name
|
8
|
Term
|
8
|
Offices
|
8
|
Agent for Service of Process
|
8
|
Business Purpose
|
8
|
Powers of the General Partner
|
8
|
Partners; Admission of New Partners
|
9
|
Withdrawal
|
9
|
General Partner
|
9
|
Compensation
|
10
|
Expenses
|
10
|
Authority of Partners
|
10
|
Action by Written Consent or Ratification
|
10
|
Distributions
|
10
|
Liquidation Distribution
|
12
|
Limitations on Distribution
|
12
|
Initial Capital Contributions
|
12
|
No Additional Capital Contributions
|
12
|
Capital Accounts
|
12
|
Allocations of Profits and Losses
|
12
|
Special Allocations
|
13
|
Tax Allocations
|
14
|
Tax Advances
|
14
|
Tax Matters
|
15
|
Other Allocation Provisions
|
15
|
Books and Records
|
15
|
Units
|
16
|
Register
|
16
|
Registered Partners
|
17
|
Limited Partner Transfers
|
17
|
Encumbrances
|
17
|
Further Restrictions
|
18
|
Rights of Assignees
|
18
|
Admissions, Withdrawals and Removals
|
18
|
Admission of Assignees as Substitute Limited Partners
|
19
|
Withdrawal and Removal of Limited Partners
|
19
|
No Dissolution
|
19
|
Events Causing Winding Up
|
20
|
Distribution upon Winding Up
|
20
|
Time for Liquidation
|
20
|
Termination
|
21
|
Claims of the Partners
|
21
|
Survival of Certain Provisions
|
21
|
Liability of Partners.
|
21
|
Indemnification.
|
22
|
Severability
|
23
|
Notices
|
23
|
Cumulative Remedies
|
24
|
Binding Effect
|
24
|
Interpretation
|
24
|
Counterparts
|
24
|
Further Assurances
|
25
|
Entire Agreement
|
25
|
Governing Law
|
25
|
Expenses
|
25
|
Amendments and Waivers
|
25
|
No Third Party Beneficiaries
|
26
|
Headings
|
27
|
Construction
|
27
|
Power of Attorney
|
27
|
Letter Agreements; Schedules
|
27
|
Partnership Status
|
28
|
A.
|
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
|
B.
|
Each Existing Guarantor has entered into the Credit Agreement in order to induce the Lenders to make Loans and each Issuing Bank to issue Letters of Credit.
|
C.
|
Section 5.07 of the Credit Agreement provides that additional Material AGM Operating Group Entities must become Guarantors under the Credit Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Material AGM Operating Group Entity (the “
New Guarantor
”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Credit Agreement in order to induce the Lenders to maintain and/or make additional Loans and each Issuing Bank to maintain and/or issue additional Letters of Credit, and as consideration for Loans previously made and Letters of Credit previously issued.
|
By:
|
/s/ Jessica L. Lomm
_______
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
for the quarter ended
March 31, 2015
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.
|
/s/ Leon Black
|
Leon Black
|
Chief Executive Officer
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
for the quarter ended
March 31, 2015
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:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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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
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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/s/ Martin Kelly
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Martin Kelly
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Leon Black
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Leon Black
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Chief Executive Officer
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*
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The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Martin Kelly
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Martin Kelly
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Chief Financial Officer
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*
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The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
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