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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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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 or advise 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 or advisory 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 or advise, 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 or advise; and
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(v)
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the fair value of any other assets that we manage or advise for the funds, partnerships and accounts to which we provide investment management or advisory 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.
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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 interests;
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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 invested capital of the funds, partnerships and accounts we manage or advise 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 capital of the funds, partnerships and accounts we manage or advise that is available for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements, which capital is not currently part of the NAV or fair value of investments that may eventually produce carried interest income allocable to the general partner.
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March 31,
2016 |
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December 31,
2015 |
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
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$
|
542,483
|
|
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$
|
612,505
|
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Cash and cash equivalents held at consolidated funds
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6,920
|
|
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4,817
|
|
||
Restricted cash
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5,356
|
|
|
5,700
|
|
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Investments
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1,133,559
|
|
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1,154,749
|
|
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Assets of consolidated variable interest entities:
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|
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||||
Cash and cash equivalents
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33,133
|
|
|
56,793
|
|
||
Investments, at fair value
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963,793
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910,566
|
|
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Other assets
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59,582
|
|
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63,413
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Carried interest receivable
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490,403
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643,907
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|
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Due from affiliates
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261,903
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|
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247,835
|
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Deferred tax assets
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650,175
|
|
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646,207
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Other assets
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96,476
|
|
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95,844
|
|
||
Goodwill
|
88,852
|
|
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88,852
|
|
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Intangible assets, net
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28,132
|
|
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28,620
|
|
||
Total Assets
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$
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4,360,767
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$
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4,559,808
|
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Liabilities and Shareholders’ Equity
|
|
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|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
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98,661
|
|
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$
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92,012
|
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Accrued compensation and benefits
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50,131
|
|
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54,836
|
|
||
Deferred revenue
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175,536
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|
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177,875
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|
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Due to affiliates
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594,254
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594,536
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Profit sharing payable
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257,504
|
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295,674
|
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Debt
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1,046,012
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1,025,255
|
|
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Liabilities of consolidated variable interest entities:
|
|
|
|
||||
Debt, at fair value
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834,618
|
|
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801,270
|
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Other liabilities
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74,032
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85,982
|
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Other liabilities
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43,025
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|
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43,387
|
|
||
Total Liabilities
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3,173,773
|
|
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3,170,827
|
|
||
Commitments and Contingencies (see note 13)
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Shareholders’ Equity:
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||||
Apollo Global Management, LLC shareholders’ equity:
|
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|
||||
Class A shares, no par value, unlimited shares authorized, 183,401,191 and 181,078,937 shares issued and outstanding at March 31, 2016 and December 31, 2015, 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, 2016 and December 31, 2015
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—
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|
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—
|
|
||
Additional paid in capital
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1,957,692
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2,005,509
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Accumulated deficit
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(1,403,254
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)
|
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(1,348,384
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)
|
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Accumulated other comprehensive loss
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(5,078
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)
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(7,620
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)
|
||
Total Apollo Global Management, LLC shareholders’ equity
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549,360
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|
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649,505
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Non-Controlling Interests in consolidated entities
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89,000
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86,561
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Non-Controlling Interests in Apollo Operating Group
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548,634
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652,915
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Total Shareholders’ Equity
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1,186,994
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1,388,981
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Total Liabilities and Shareholders’ Equity
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$
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4,360,767
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$
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4,559,808
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For the Three Months Ended March 31,
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||||||
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2016
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|
2015
|
||||
Revenues:
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||||
Advisory and transaction fees from affiliates, net
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$
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7,999
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$
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9,543
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Management fees from affiliates
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233,795
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224,889
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|
||
Carried interest income (loss) from affiliates
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(120,968
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)
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68,592
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Total Revenues
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120,826
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303,024
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|
||
Expenses:
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|
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|
||||
Compensation and benefits:
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|
||||
Salary, bonus and benefits
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97,234
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87,633
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|
||
Equity-based compensation
|
14,002
|
|
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20,103
|
|
||
Profit sharing expense
|
(37,605
|
)
|
|
48,629
|
|
||
Total Compensation and Benefits
|
73,631
|
|
|
156,365
|
|
||
Interest expense
|
7,873
|
|
|
7,440
|
|
||
General, administrative and other
|
27,744
|
|
|
22,771
|
|
||
Professional fees
|
16,434
|
|
|
14,964
|
|
||
Occupancy
|
9,822
|
|
|
9,958
|
|
||
Placement fees
|
1,764
|
|
|
1,520
|
|
||
Depreciation and amortization
|
4,631
|
|
|
10,978
|
|
||
Total Expenses
|
141,899
|
|
|
223,996
|
|
||
Other Income (Loss):
|
|
|
|
||||
Net gains (losses) from investment activities
|
(56,469
|
)
|
|
2,118
|
|
||
Net gains from investment activities of consolidated variable interest entities
|
1,319
|
|
|
1,328
|
|
||
Loss from equity method investments
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(3,817
|
)
|
|
(1,061
|
)
|
||
Interest income
|
585
|
|
|
725
|
|
||
Other income (loss), net
|
(253
|
)
|
|
4,874
|
|
||
Total Other Income (Loss)
|
(58,635
|
)
|
|
7,984
|
|
||
Income (Loss) before income tax (provision) benefit
|
(79,708
|
)
|
|
87,012
|
|
||
Income tax (provision) benefit
|
5,147
|
|
|
(5,514
|
)
|
||
Net Income (Loss)
|
(74,561
|
)
|
|
81,498
|
|
||
Net (income) loss attributable to Non-Controlling Interests
|
41,733
|
|
|
(50,571
|
)
|
||
Net Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
(32,828
|
)
|
|
$
|
30,927
|
|
Distributions Declared per Class A Share
|
0.28
|
|
|
0.86
|
|
||
Net Income (Loss) Per Class A Share:
|
|
|
|
||||
Net Income (Loss) Available to Class A Share – Basic
|
$
|
(0.19
|
)
|
|
$
|
0.09
|
|
Net Income (Loss) Available to Class A Share – Diluted
|
$
|
(0.19
|
)
|
|
$
|
0.09
|
|
Weighted Average Number of Class A Shares Outstanding – Basic
|
182,665,330
|
|
|
165,968,620
|
|
||
Weighted Average Number of Class A Shares Outstanding – Diluted
|
182,665,330
|
|
|
165,968,620
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net Income (Loss)
|
$
|
(74,561
|
)
|
|
$
|
81,498
|
|
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
||||
Allocation of currency translation adjustment of consolidated CLOs and funds (net of taxes of $0.6 million for Apollo Global Management, LLC for the three months ended March 31, 2016 and $0.0 million for Non-Controlling Interests in Apollo Operating Group for the three months ended March 31, 2016)
|
6,101
|
|
|
(10,207
|
)
|
||
Net gain from change in fair value of cash flow hedge instruments
|
26
|
|
|
26
|
|
||
Net loss on available-for-sale securities
|
(951
|
)
|
|
(33
|
)
|
||
Total Other Comprehensive Income (Loss), net of tax
|
5,176
|
|
|
(10,214
|
)
|
||
Comprehensive Income (Loss)
|
(69,385
|
)
|
|
71,284
|
|
||
Comprehensive (Income) Loss attributable to Non-Controlling Interests
|
39,099
|
|
|
(45,395
|
)
|
||
Comprehensive Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
(30,286
|
)
|
|
$
|
25,889
|
|
|
Apollo Global Management, LLC Shareholders
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Shares
|
|
Class B
Shares
|
|
Additional
Paid in
Capital
|
|
Accumulated
Deficit
|
|
Appropriated
Partners’
Capital
|
|
Accumulated
Other
Comprehensive 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, 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
|
|
Cumulative effect adjustment from adoption of accounting guidance
|
—
|
|
|
—
|
|
|
1,771
|
|
|
(3,350
|
)
|
|
(933,166
|
)
|
|
—
|
|
|
(934,745
|
)
|
|
(3,134,518
|
)
|
|
—
|
|
|
(4,069,263
|
)
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,037
|
|
|
—
|
|
|
5,037
|
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
(159,658
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(159,658
|
)
|
|
(2,811
|
)
|
|
(191,311
|
)
|
|
(353,780
|
)
|
||||||||
Payments related to deliveries of Class A shares for RSUs
|
4,640,825
|
|
|
—
|
|
|
2,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,451
|
|
|
—
|
|
|
—
|
|
|
2,451
|
|
||||||||
Exchange of AOG Units for Class A shares
|
225,000
|
|
|
—
|
|
|
964
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
964
|
|
|
—
|
|
|
(964
|
)
|
|
—
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
30,927
|
|
|
(2,406
|
)
|
|
—
|
|
|
28,521
|
|
|
4,965
|
|
|
48,012
|
|
|
81,498
|
|
||||||||
Allocation of currency translation adjustment of consolidated CLO entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,610
|
)
|
|
(2,610
|
)
|
|
(7,597
|
)
|
|
—
|
|
|
(10,207
|
)
|
||||||||
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
|
|
|
$
|
2,118,159
|
|
|
$
|
(1,373,084
|
)
|
|
$
|
(2,406
|
)
|
|
$
|
(2,938
|
)
|
|
$
|
739,731
|
|
|
$
|
87,271
|
|
|
$
|
790,536
|
|
|
$
|
1,617,538
|
|
Balance at January 1, 2016
|
181,078,937
|
|
|
1
|
|
|
$
|
2,005,509
|
|
|
$
|
(1,348,384
|
)
|
|
$
|
—
|
|
|
$
|
(7,620
|
)
|
|
$
|
649,505
|
|
|
$
|
86,561
|
|
|
$
|
652,915
|
|
|
$
|
1,388,981
|
|
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
18,467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,467
|
|
|
—
|
|
|
—
|
|
|
18,467
|
|
||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||||||
Distributions
|
—
|
|
|
—
|
|
|
(53,555
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,555
|
)
|
|
(2,249
|
)
|
|
(60,527
|
)
|
|
(116,331
|
)
|
||||||||
Payments related to deliveries of Class A shares for RSUs and restricted shares
|
3,276,701
|
|
|
—
|
|
|
—
|
|
|
(22,042
|
)
|
|
—
|
|
|
—
|
|
|
(22,042
|
)
|
|
—
|
|
|
—
|
|
|
(22,042
|
)
|
||||||||
Repurchase of Class A shares
|
(954,447
|
)
|
|
—
|
|
|
(12,919
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,919
|
)
|
|
—
|
|
|
—
|
|
|
(12,919
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,828
|
)
|
|
—
|
|
|
—
|
|
|
(32,828
|
)
|
|
2,035
|
|
|
(43,768
|
)
|
|
(74,561
|
)
|
||||||||
Allocation of currency translation adjustment of consolidated CLOs and fund entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,481
|
|
|
3,481
|
|
|
2,620
|
|
|
—
|
|
|
6,101
|
|
||||||||
Change in cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
14
|
|
|
26
|
|
||||||||
Net loss on available-for-sale securities (from equity method investment)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(951
|
)
|
|
(951
|
)
|
|
—
|
|
|
—
|
|
|
(951
|
)
|
||||||||
Balance at March 31, 2016
|
183,401,191
|
|
|
1
|
|
|
$
|
1,957,692
|
|
|
$
|
(1,403,254
|
)
|
|
$
|
—
|
|
|
$
|
(5,078
|
)
|
|
$
|
549,360
|
|
|
$
|
89,000
|
|
|
$
|
548,634
|
|
|
$
|
1,186,994
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(74,561
|
)
|
|
$
|
81,498
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Equity-based compensation
|
14,002
|
|
|
20,103
|
|
||
Depreciation and amortization
|
4,631
|
|
|
10,978
|
|
||
Unrealized (gains) losses from investment activities
|
55,702
|
|
|
(1,761
|
)
|
||
Cash distributions of earnings from equity method investments
|
4,641
|
|
|
2,421
|
|
||
Loss from equity method investments
|
3,817
|
|
|
1,061
|
|
||
Deferred taxes, net
|
(4,296
|
)
|
|
17,260
|
|
||
Other non-cash amounts included in net income (loss), net
|
2,573
|
|
|
(17,402
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Carried interest receivable
|
153,504
|
|
|
1,081
|
|
||
Due from affiliates
|
(12,243
|
)
|
|
(10,578
|
)
|
||
Accounts payable and accrued expenses
|
6,649
|
|
|
7,215
|
|
||
Accrued compensation and benefits
|
(6,750
|
)
|
|
(6,952
|
)
|
||
Deferred revenue
|
(1,497
|
)
|
|
21,051
|
|
||
Due to affiliates
|
(282
|
)
|
|
(22,376
|
)
|
||
Profit sharing payable
|
(32,650
|
)
|
|
25,690
|
|
||
Changes in other assets and other liabilities, net
|
(2,011
|
)
|
|
(18,594
|
)
|
||
Apollo Funds related:
|
|
|
|
||||
Net realized and unrealized gains from investing activities and debt
|
(2,341
|
)
|
|
(3,222
|
)
|
||
Change in cash held at consolidated variable interest entities
|
23,569
|
|
|
184,560
|
|
||
Purchases of investments
|
(118,974
|
)
|
|
(168,140
|
)
|
||
Proceeds from sale of investments and liquidating distributions
|
117,664
|
|
|
78,842
|
|
||
Changes in other assets and other liabilities, net
|
(6,953
|
)
|
|
(100,732
|
)
|
||
Net Cash Provided by Operating Activities
|
$
|
124,194
|
|
|
$
|
102,003
|
|
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchases of fixed assets
|
$
|
(2,309
|
)
|
|
$
|
(2,803
|
)
|
Purchase of investments
|
(24,597
|
)
|
|
—
|
|
||
Cash contributions to equity method investments
|
(42,649
|
)
|
|
(36,419
|
)
|
||
Cash distributions from equity method investments
|
10,447
|
|
|
7,287
|
|
||
Other investing activities
|
2,109
|
|
|
(9,918
|
)
|
||
Net Cash Used in Investing Activities
|
$
|
(56,999
|
)
|
|
$
|
(41,853
|
)
|
Cash Flows from Financing Activities:
|
|
|
|
||||
Issuance of debt
|
18,446
|
|
|
—
|
|
||
Purchase of Class A shares
|
(12,919
|
)
|
|
—
|
|
||
Payments related to deliveries of Class A shares for RSUs
|
(22,042
|
)
|
|
—
|
|
||
Distributions paid
|
(53,555
|
)
|
|
(144,394
|
)
|
||
Distributions paid to Non-Controlling Interests in Apollo Operating Group
|
(60,527
|
)
|
|
(191,311
|
)
|
||
Other financing activities
|
(4,528
|
)
|
|
(5,289
|
)
|
||
Apollo Funds related:
|
|
|
|
||||
Contributions from Non-Controlling Interests in consolidated variable interest entities
|
11
|
|
|
5,037
|
|
||
Net Cash Used in Financing Activities
|
$
|
(135,114
|
)
|
|
$
|
(335,957
|
)
|
Net Decrease in Cash and Cash Equivalents
|
(67,919
|
)
|
|
(275,807
|
)
|
||
Cash and Cash Equivalents, Beginning of Period
|
617,322
|
|
|
1,205,663
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
549,403
|
|
|
$
|
929,856
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
3,645
|
|
|
$
|
2,639
|
|
Interest paid by consolidated variable interest entities
|
6,168
|
|
|
5,775
|
|
||
Income taxes paid
|
1,327
|
|
|
1,860
|
|
||
Supplemental Disclosure of Non-Cash Investing Activities:
|
|
|
|
||||
Non-cash contributions to equity method investments
|
$
|
—
|
|
|
$
|
31,347
|
|
Non-cash distributions from equity method investments
|
(1,114
|
)
|
|
(2,704
|
)
|
||
Supplemental Disclosure of Non-Cash Financing Activities:
|
|
|
|
||||
Declared and unpaid distributions
|
$
|
—
|
|
|
$
|
(15,264
|
)
|
Capital increases related to equity-based compensation
|
18,467
|
|
|
17,383
|
|
||
Other non-cash financing activities
|
223
|
|
|
932
|
|
||
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 including performing, stressed and distressed investments across the capital structure; 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, 2016 |
|
As of
December 31, 2015 |
||||
Investments, at fair value
|
$
|
503,480
|
|
|
$
|
539,080
|
|
Equity method investments
|
630,079
|
|
|
615,669
|
|
||
Total Investments
|
$
|
1,133,559
|
|
|
$
|
1,154,749
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Realized gains (losses) on sales of investments
|
$
|
(288
|
)
|
|
$
|
16
|
|
Net change in unrealized gains (losses) due to changes in fair value
(1)
|
(56,181
|
)
|
|
2,102
|
|
||
Net gains (losses) from investment activities
|
$
|
(56,469
|
)
|
|
$
|
2,118
|
|
(1)
|
Primarily relates to the Company’s investment in Athene Holding. See note
5
for further information regarding the Company’s investment in Athene Holding.
|
|
Equity Held as of
|
|
||||||||||||
|
March 31, 2016
|
|
% of
Ownership
|
|
December 31, 2015
|
|
% of
Ownership
|
|
||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
|
||||||
AP Alternative Assets, L.P. (“AAA”)
|
$
|
52,958
|
|
|
2.247
|
%
|
|
$
|
65,961
|
|
|
2.370
|
%
|
|
AAA Investments, L.P. (“AAA Investments”)
|
1,498
|
|
|
0.057
|
|
|
1,676
|
|
|
0.057
|
|
|
||
Apollo Investment Fund IV, L.P. (“Fund IV”)
|
9
|
|
|
0.022
|
|
|
9
|
|
|
0.024
|
|
|
||
Apollo Investment Fund V, L.P. (“Fund V”)
|
58
|
|
|
0.045
|
|
|
57
|
|
|
0.048
|
|
|
||
Apollo Investment Fund VI, L.P. (“Fund VI”)
|
2,290
|
|
|
0.124
|
|
|
2,369
|
|
|
0.119
|
|
|
||
Apollo Investment Fund VII, L.P. (“Fund VII”)
|
54,930
|
|
|
1.247
|
|
|
58,334
|
|
|
1.245
|
|
|
||
Apollo Investment Fund VIII, L.P. (“Fund VIII”)
|
131,495
|
|
|
2.209
|
|
|
116,443
|
|
|
2.223
|
|
|
||
Apollo Natural Resources Partners, L.P. (“ANRP I”)
|
6,578
|
|
|
0.841
|
|
|
6,246
|
|
|
0.836
|
|
|
||
Apollo Natural Resources Partners II, L.P. (“ANRP II”)
|
8,395
|
|
|
2.415
|
|
|
5,194
|
|
|
2.447
|
|
|
||
AION Capital Partners Limited (“AION”)
|
15,447
|
|
|
5.912
|
|
|
16,497
|
|
|
5.938
|
|
|
||
VC Holdings, L.P. Series A (“Vantium A/B”)
|
13
|
|
|
6.450
|
|
|
15
|
|
|
6.450
|
|
|
||
VC Holdings, L.P. Series C (“Vantium C”)
|
48
|
|
|
2.071
|
|
|
63
|
|
|
2.071
|
|
|
||
VC Holdings, L.P. Series D (“Vantium D”)
|
168
|
|
|
6.345
|
|
|
169
|
|
|
6.345
|
|
|
||
Other
|
41
|
|
|
NM
|
|
|
41
|
|
|
NM
|
|
|
||
Total Private Equity Funds
(5)
|
273,928
|
|
|
|
|
273,074
|
|
|
|
|
||||
Credit Funds:
|
|
|
|
|
|
|
|
|
||||||
Apollo Special Opportunities Managed Account, L.P. (“SOMA”)
|
4,661
|
|
|
0.807
|
|
|
5,992
|
|
|
0.816
|
|
|
||
Apollo Value Strategic Fund, L.P. (“VIF”)
|
23
|
|
|
0.086
|
|
|
39
|
|
|
0.084
|
|
|
||
Apollo Strategic Value Fund, L.P. (“SVF”)
|
4
|
|
|
0.023
|
|
|
7
|
|
|
0.030
|
|
|
||
Apollo Credit Liquidity Fund, L.P. (“ACLF”)
|
2,264
|
|
|
4.149
|
|
|
2,253
|
|
|
4.106
|
|
|
||
Apollo Credit Opportunity Fund I, L.P. (“COF I”)
|
1,450
|
|
|
1.948
|
|
|
1,463
|
|
|
1.954
|
|
|
||
Apollo Credit Opportunity Fund II, L.P. (“COF II”)
|
1,334
|
|
|
1.523
|
|
|
1,281
|
|
|
1.523
|
|
|
||
Apollo Credit Opportunity Fund III, L.P. (“COF III”)
|
22,691
|
|
|
1.033
|
|
|
19,612
|
|
|
1.052
|
|
|
||
Apollo European Principal Finance Fund, L.P. (“EPF I”)
|
3,288
|
|
|
1.375
|
|
|
5,195
|
|
|
1.372
|
|
|
||
Apollo European Principal Finance Fund II, L.P. (“EPF II”)
|
50,473
|
|
|
1.760
|
|
|
47,867
|
|
|
1.760
|
|
|
||
Apollo Investment Europe II, L.P. (“AIE II”)
|
2,164
|
|
|
4.330
|
|
|
2,193
|
|
|
3.990
|
|
|
||
Apollo Investment Europe III, L.P. (“AIE III”)
|
4,413
|
|
|
2.920
|
|
|
3,917
|
|
|
2.920
|
|
|
||
Apollo Palmetto Strategic Partnership, L.P. (“Palmetto”)
|
14,802
|
|
|
1.186
|
|
|
15,158
|
|
|
1.186
|
|
|
||
Apollo Asia Private Credit Fund, L.P. (“APC”)
|
66
|
|
|
0.044
|
|
|
49
|
|
|
0.045
|
|
|
||
Apollo Senior Floating Rate Fund Inc. (“AFT”)
|
79
|
|
|
0.030
|
|
|
78
|
|
|
0.030
|
|
|
||
Apollo Residential Mortgage, Inc. (“AMTG”)
(3)
|
3,893
|
|
(1)
|
1.053
|
|
(1)
|
3,997
|
|
(2)
|
0.707
|
|
(2)
|
||
Apollo European Credit, L.P. (“AEC”)
|
2,299
|
|
|
1.081
|
|
|
2,303
|
|
|
1.081
|
|
|
||
Apollo European Strategic Investments, L.P. (“AESI”)
|
2,150
|
|
|
0.990
|
|
|
2,323
|
|
|
0.990
|
|
|
||
Apollo European Strategic Investments II, L.P. (AESI II”)
|
1,434
|
|
|
0.990
|
|
|
1,224
|
|
|
0.990
|
|
|
||
Apollo Centre Street Partnership, L.P. (“ACSP”)
|
13,144
|
|
|
2.488
|
|
|
11,870
|
|
|
2.488
|
|
|
||
Apollo Investment Corporation (“AINV”)
(4)
|
62,523
|
|
(1)
|
3.512
|
|
(1)
|
61,944
|
|
(2)
|
3.434
|
|
(2)
|
||
Apollo SK Strategic Investments, L.P. (“SK”)
|
1,043
|
|
|
1.026
|
|
|
1,152
|
|
|
0.990
|
|
|
||
Apollo SPN Investments I, L.P.
|
4,580
|
|
|
0.372
|
|
|
5,490
|
|
|
0.392
|
|
|
||
CION Investment Corporation (“CION”)
|
1,000
|
|
|
0.106
|
|
|
1,000
|
|
|
0.107
|
|
|
||
Apollo Tactical Income Fund Inc. (“AIF”)
|
71
|
|
|
0.032
|
|
|
73
|
|
|
0.031
|
|
|
||
Apollo Franklin Partnership, L.P. (“Franklin Fund”)
|
7,942
|
|
|
9.273
|
|
|
8,147
|
|
|
9.091
|
|
|
||
Apollo Zeus Strategic Investments, L.P. (“Zeus”)
|
8,186
|
|
|
3.398
|
|
|
7,764
|
|
|
3.398
|
|
|
||
Apollo Lincoln Fixed Income Fund, L.P.
|
2,167
|
|
|
1.049
|
|
|
1,941
|
|
|
1.041
|
|
|
||
Apollo Lincoln Private Credit Fund, L.P.
|
295
|
|
|
0.990
|
|
|
211
|
|
|
0.990
|
|
|
||
Apollo Structured Credit Recovery Master Fund III, L.P.
|
2,078
|
|
|
0.293
|
|
|
1,804
|
|
|
0.293
|
|
|
||
Apollo Total Return Fund L.P.
|
163
|
|
|
0.041
|
|
|
162
|
|
|
0.032
|
|
|
||
Apollo Credit Short Opportunities Fund L.P.
|
19
|
|
|
0.014
|
|
|
20
|
|
|
0.012
|
|
|
||
MidCap FinCo Limited (“MidCap”)
|
79,822
|
|
|
4.894
|
|
|
79,326
|
|
|
4.940
|
|
|
||
Apollo Energy Opportunity Fund, L.P. (“AEOF”)
|
12,032
|
|
|
2.440
|
|
|
8,898
|
|
|
2.440
|
|
|
Apollo A-N Credit Fund, L.P.
|
5,124
|
|
|
1.975
|
|
|
4,962
|
|
|
1.970
|
|
|
||
Apollo Tactical Value SPN Investments, L.P.
|
5,035
|
|
|
1.682
|
|
|
1,168
|
|
|
1.482
|
|
|
||
Apollo Union Street Partners, L.P.
|
1,790
|
|
|
2.006
|
|
|
1,139
|
|
|
2.002
|
|
|
||
Apollo Hercules Partners L.P.
|
1,840
|
|
|
2.442
|
|
|
1,094
|
|
|
2.439
|
|
|
||
Apollo A-N Overflow Fund, L.P.
|
535
|
|
|
2.063
|
|
|
—
|
|
|
—
|
|
|
||
Apollo Total Return Fund Enhanced (Onshore), L.P.
|
101
|
|
|
0.125
|
|
|
—
|
|
|
—
|
|
|
||
Apollo Thunder Partners, L.P
|
243
|
|
|
2.439
|
|
|
—
|
|
|
—
|
|
|
||
Total Credit Funds
(5)
|
327,221
|
|
|
|
|
|
313,116
|
|
|
|
|
|
||
Real Estate:
|
|
|
|
|
|
|
|
|
||||||
ARI
(3)
|
13,914
|
|
(1)
|
1.043
|
|
(1)
|
13,845
|
|
(2)
|
1.043
|
|
(2)
|
||
U.S. RE Fund I
|
7,871
|
|
|
5.000
|
|
|
9,275
|
|
|
5.000
|
|
|
||
U.S. RE Fund II
|
2,842
|
|
|
2.287
|
|
|
2,712
|
|
|
1.886
|
|
|
||
CPI Capital Partners North America, L.P.
|
29
|
|
|
0.404
|
|
|
28
|
|
|
0.404
|
|
|
||
CPI Capital Partners Europe, L.P.
|
5
|
|
|
0.001
|
|
|
5
|
|
|
0.001
|
|
|
||
CPI Capital Partners Asia Pacific, L.P.
|
57
|
|
|
0.039
|
|
|
80
|
|
|
0.039
|
|
|
||
Apollo GSS Holding (Cayman), L.P.
|
3,765
|
|
|
4.750
|
|
|
3,082
|
|
|
4.750
|
|
|
||
BEA/AGRE China Real Estate Fund, L.P.
|
75
|
|
|
1.031
|
|
|
83
|
|
|
1.030
|
|
|
||
Apollo-IC, L.P. (Shanghai Village)
|
359
|
|
|
3.100
|
|
|
359
|
|
|
3.100
|
|
|
||
AGRE Cobb West Investor L.P.
|
13
|
|
|
0.407
|
|
|
10
|
|
|
0.407
|
|
|
||
Total Real Estate Funds
(5)
|
28,930
|
|
|
|
|
|
29,479
|
|
|
|
|
|
||
Total
|
$
|
630,079
|
|
|
|
|
|
$
|
615,669
|
|
|
|
|
|
(1)
|
Amounts are as of
December 31, 2015
.
|
(2)
|
Amounts are as of
September 30, 2015
.
|
(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
$44,477
and
$41,833
based on the quoted market price as of
March 31, 2016
and
December 31, 2015
, 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,
|
||||||
|
2016
(1)
|
|
2015
|
||||
|
in millions
|
||||||
Statements of Operations
|
|
|
|
||||
Revenues
|
$
|
1,049
|
|
|
$
|
808
|
|
Expenses
|
836
|
|
|
638
|
|
||
Income before income tax provision
|
213
|
|
|
170
|
|
||
Income tax provision (benefit)
|
(46
|
)
|
|
6
|
|
||
Net income
|
259
|
|
|
164
|
|
||
Net income attributable to Non-Controlling Interests
|
—
|
|
|
(16
|
)
|
||
Net income available to Athene common shareholders
|
$
|
259
|
|
|
$
|
148
|
|
(1)
|
The financial statement information
for the three months ended March 31, 2016
is presented a quarter in arrears and is comprised of the financial information for the three months ended
December 31, 2015
, which represents the latest available financial information as of the date of this report.
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net unrealized gains (losses) from investment activities
|
$
|
(4,640
|
)
|
|
$
|
10,589
|
|
Net realized gains from investment activities
|
518
|
|
|
527
|
|
||
Net gains (losses) from investment activities
|
(4,122
|
)
|
|
11,116
|
|
||
Net unrealized gains (losses) from debt
|
6,434
|
|
|
(8,244
|
)
|
||
Interest and other income
|
10,553
|
|
|
6,942
|
|
||
Interest and other expenses
|
(11,546
|
)
|
|
(8,486
|
)
|
||
Net gains from investment activities of consolidated variable interest entities
|
$
|
1,319
|
|
|
$
|
1,328
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||
|
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)
|
$
|
771,166
|
|
|
1.98
|
%
|
|
11.8
|
|
$
|
735,792
|
|
|
2.17
|
%
|
|
12.1
|
Subordinated Notes
(2)(3)
|
86,325
|
|
|
N/A
|
|
(1)
|
14.9
|
|
82,365
|
|
|
N/A
|
|
(1)
|
15.1
|
||
Total
|
$
|
857,491
|
|
|
|
|
|
|
$
|
818,157
|
|
|
|
|
|
(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, 2016
and
December 31, 2015
was
$834.6 million
and
$801.3 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, 2016
and
December 31, 2015
, the fair value of the consolidated VIE assets was
$1,056.5 million
and
$1,030.8 million
, respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.
|
|
As of March 31, 2016
|
|||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Apollo Exposure
|
|
||||||
Total
|
$
|
5,752,507
|
|
(1)
|
$
|
2,206,750
|
|
(2)
|
$
|
221,517
|
|
(3)
|
(1)
|
Consists of
$227.4 million
in cash,
$5,479.1 million
in investments and
$46.0 million
in receivables.
|
(2)
|
Represents
$2,206.8 million
in debt and other payables.
|
(3)
|
Represents Apollo’s direct equity method investment in those entities in which Apollo holds a significant variable interest and certain other investments. 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
$2.3 billion
as of
March 31, 2016
, as discussed in note
13
.
|
|
As of December 31, 2015
|
|||||||||||
|
Total Assets
|
|
Total Liabilities
|
|
Apollo Exposure
|
|
||||||
Total
|
$
|
5,378,456
|
|
(1)
|
$
|
1,626,743
|
|
(2)
|
$
|
202,146
|
|
(3)
|
(1)
|
Consists of
$219.8 million
in cash,
$5,149.0 million
in investments and
$9.6 million
in receivables.
|
(2)
|
Represents
$1,626.7 million
in debt and other payables.
|
(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
$2.4 billion
as of
December 31, 2015
.
|
|
As of March 31, 2016
|
||||||||||||||||||
|
Level I
(5)
|
|
Level II
(5)
|
|
Level III
|
|
Total
|
|
Cost of Investments,
at Fair Value
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments, at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments of Consolidated Apollo Funds
|
$
|
540
|
|
|
$
|
22,378
|
|
|
$
|
1,149
|
|
|
$
|
24,067
|
|
|
$
|
24,834
|
|
Other investments
|
—
|
|
|
—
|
|
|
25,793
|
|
|
25,793
|
|
|
25,428
|
|
|||||
Investment in Athene Holding
(1)
|
—
|
|
|
—
|
|
|
453,620
|
|
|
453,620
|
|
|
387,526
|
|
|||||
Total investments, at fair value
|
540
|
|
|
22,378
|
|
|
480,562
|
|
|
503,480
|
|
(6)
|
$
|
437,788
|
|
||||
Investments of VIEs, at fair value
(3)
|
—
|
|
|
855,828
|
|
|
101,969
|
|
|
957,797
|
|
|
|
|
|||||
Investments of VIEs, valued using NAV
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
5,996
|
|
|
|
||||||
Total investments of VIEs, at fair value
|
—
|
|
|
855,828
|
|
|
101,969
|
|
|
963,793
|
|
|
|
||||||
Total Assets
|
$
|
540
|
|
|
$
|
878,206
|
|
|
$
|
582,531
|
|
|
$
|
1,467,273
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities of VIEs, at fair value
(3)(4)
|
$
|
—
|
|
|
$
|
834,618
|
|
|
$
|
10,862
|
|
|
$
|
845,480
|
|
|
|
||
Contingent consideration obligations
(2)
|
—
|
|
|
—
|
|
|
74,059
|
|
|
74,059
|
|
|
|
||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
834,618
|
|
|
$
|
84,921
|
|
|
$
|
919,539
|
|
|
|
|
As of December 31, 2015
|
||||||||||||||||||
|
Level I
(5)
|
|
Level II
(5)
|
|
Level III
|
|
Total
|
|
Cost of Investments,
at Fair Value |
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments, at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments of Consolidated Apollo Funds
|
$
|
—
|
|
|
$
|
26,913
|
|
|
$
|
1,634
|
|
|
$
|
28,547
|
|
|
$
|
29,344
|
|
Other investments
|
—
|
|
|
—
|
|
|
434
|
|
|
434
|
|
|
831
|
|
|||||
Investment in Athene Holding
(1)
|
—
|
|
|
—
|
|
|
510,099
|
|
|
510,099
|
|
|
387,526
|
|
|||||
Total investments, at fair value
|
—
|
|
|
26,913
|
|
|
512,167
|
|
|
539,080
|
|
(6)
|
$
|
417,701
|
|
||||
Investments of VIEs, at fair value
(3)(7)
|
—
|
|
|
803,412
|
|
|
100,941
|
|
|
904,353
|
|
|
|
|
|||||
Investments of VIEs, valued using NAV
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
6,213
|
|
|
|
||||||
Total investments of VIEs, at fair value
|
—
|
|
|
803,412
|
|
|
100,941
|
|
|
910,566
|
|
|
|
||||||
Total Assets
|
$
|
—
|
|
|
$
|
830,325
|
|
|
$
|
613,108
|
|
|
$
|
1,449,646
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities of VIEs, at fair value
(3)(4)
|
$
|
—
|
|
|
$
|
801,270
|
|
|
$
|
11,411
|
|
|
$
|
812,681
|
|
|
|
||
Contingent consideration obligations
(2)
|
—
|
|
|
—
|
|
|
79,579
|
|
|
79,579
|
|
|
|
||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
801,270
|
|
|
$
|
90,990
|
|
|
$
|
892,260
|
|
|
|
(1)
|
See note
12
for further disclosure regarding the investment in Athene Holding and the AAA/Athene receivable.
|
(2)
|
See note
13
for further disclosure regarding contingent consideration obligations.
|
(3)
|
See note
4
for further disclosure regarding VIEs.
|
(4)
|
As of
March 31, 2016
, liabilities of VIEs, at fair value included debt and other liabilities of
$834.6 million
and
$10.9 million
, respectively. As of
December 31, 2015
, liabilities of VIEs, at fair value included debt and other liabilities of
$801.3 million
and
$11.4 million
, respectively. Other liabilities include contingent obligations classified as Level III.
|
(5)
|
All Level I and Level II assets and liabilities were valued using third party pricing.
|
(6)
|
See note
3
to our
condensed consolidated
financial statements for further detail regarding our investments at fair value and reconciliation to the
condensed consolidated
statements of financial condition.
|
(7)
|
Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy disclosure to the amounts presented in the
condensed consolidated
statement of financial condition. See note 2 for further discussion of the newly adopted accounting guidance.
|
|
For the Three Months Ended March 31, 2016
|
||||||||||||||||||
|
Investments of Consolidated Apollo Funds
|
|
Other Investments
|
|
Investment in Athene Holding
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||
Balance, Beginning of Period
(1)
|
$
|
1,634
|
|
|
$
|
434
|
|
|
$
|
510,099
|
|
|
$
|
100,941
|
|
|
$
|
613,108
|
|
Purchases
|
496
|
|
|
24,597
|
|
|
—
|
|
|
3,174
|
|
|
28,267
|
|
|||||
Sales of investments/distributions
|
(643
|
)
|
|
—
|
|
|
—
|
|
|
(10,509
|
)
|
|
(11,152
|
)
|
|||||
Net realized gains (losses)/accrued interest
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
2,029
|
|
|
1,918
|
|
|||||
Changes in net unrealized gains (losses)
|
5
|
|
|
1,119
|
|
|
(56,479
|
)
|
|
(2,130
|
)
|
|
(57,485
|
)
|
|||||
Cumulative translation adjustment
|
—
|
|
|
(357
|
)
|
|
—
|
|
|
3,551
|
|
|
3,194
|
|
|||||
Transfer into Level III
(2)
|
990
|
|
|
—
|
|
|
—
|
|
|
10,356
|
|
|
11,346
|
|
|||||
Transfer out of Level III
(2)
|
(1,222
|
)
|
|
—
|
|
|
—
|
|
|
(5,443
|
)
|
|
(6,665
|
)
|
|||||
Balance, End of Period
|
$
|
1,149
|
|
|
$
|
25,793
|
|
|
$
|
453,620
|
|
|
$
|
101,969
|
|
|
$
|
582,531
|
|
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date
|
$
|
(121
|
)
|
|
$
|
1,119
|
|
|
$
|
(56,479
|
)
|
|
$
|
—
|
|
|
$
|
(55,481
|
)
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,218
|
)
|
|
(2,218
|
)
|
(1)
|
Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.
|
(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, 2015
|
||||||||||||||||||||||
|
Investments of Consolidated Apollo Funds
|
|
Other Investments
|
|
Investment in Athene Holding
|
|
AAA/Athene Receivable
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||||||||
Balance, Beginning of Period
(1)
|
$
|
4,359
|
|
|
$
|
600
|
|
|
$
|
324,514
|
|
|
$
|
61,292
|
|
|
$
|
2,522,913
|
|
|
$
|
2,913,678
|
|
Adoption of accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,399,130
|
)
|
|
(2,399,130
|
)
|
||||||
Fees
|
—
|
|
|
—
|
|
|
—
|
|
|
1,942
|
|
|
—
|
|
|
1,942
|
|
||||||
Purchases
|
1,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,141
|
|
|
10,633
|
|
||||||
Sales of investments/distributions
|
(648
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,493
|
)
|
|
(6,141
|
)
|
||||||
Net realized gains (losses)
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
123
|
|
||||||
Changes in net unrealized gains (losses)
|
(38
|
)
|
|
(93
|
)
|
|
1,894
|
|
|
—
|
|
|
3,010
|
|
|
4,773
|
|
||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,109
|
)
|
|
(13,109
|
)
|
||||||
Transfer into Level III
(2)
|
935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,624
|
|
|
15,559
|
|
||||||
Transfer out of Level III
(2)
|
(2,516
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,271
|
)
|
|
(17,787
|
)
|
||||||
Settlement of receivable
|
—
|
|
|
—
|
|
|
3,079
|
|
|
(3,079
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance, End of Period
(1)
|
$
|
3,588
|
|
|
$
|
507
|
|
|
$
|
329,487
|
|
|
$
|
60,155
|
|
|
$
|
116,804
|
|
|
$
|
510,541
|
|
Change in net unrealized gains included in Net Gains from Investment Activities related to investments still held at reporting date
|
$
|
(38
|
)
|
|
$
|
(93
|
)
|
|
$
|
1,894
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,763
|
|
Change in net unrealized gains included in Net Gains from Investment Activities of Consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,367
|
|
|
1,367
|
|
(1)
|
Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.
|
(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,
|
|||||||||||||||||||||||
|
2016
|
|
2015
|
|||||||||||||||||||||
|
Liabilities of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
|
Liabilities of Consolidated VIEs
|
|
Contingent Consideration Obligations
|
|
Total
|
|||||||||||||
Balance, Beginning of Period
|
$
|
11,411
|
|
|
$
|
79,579
|
|
|
$
|
90,990
|
|
|
$
|
12,343,021
|
|
|
$
|
96,126
|
|
|
$
|
12,439,147
|
|
|
Adoption of accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,433,815
|
)
|
|
—
|
|
|
(11,433,815
|
)
|
|||||||
Payments/Extinguishment
|
—
|
|
|
(1,407
|
)
|
|
(1,407
|
)
|
|
—
|
|
|
(4,929
|
)
|
|
(4,929
|
)
|
|||||||
Net realized gains
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Changes in net unrealized (gains) losses
(1)
|
(549
|
)
|
|
(4,113
|
)
|
|
(4,662
|
)
|
|
(8,244
|
)
|
|
7,797
|
|
|
(447
|
)
|
|||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,730
|
)
|
|
—
|
|
|
(90,730
|
)
|
|||||||
Transfers into Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Transfers out of Level III
|
—
|
|
|
—
|
|
|
—
|
|
|
(796,958
|
)
|
(2
|
)
|
—
|
|
|
(796,958
|
)
|
||||||
Balance, End of Period
|
$
|
10,862
|
|
|
$
|
74,059
|
|
|
$
|
84,921
|
|
|
$
|
13,274
|
|
|
$
|
98,994
|
|
|
$
|
112,268
|
|
|
Change in net unrealized gains included in Net Gains from Investment Activities of consolidated VIEs related to liabilities still held at reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the
condensed consolidated
statements of operations.
|
(2)
|
Upon adoption of new accounting guidance (see note
2
), the debt obligations of consolidated CLOs are no longer categorized as Level III financial liabilities under the fair value hierarchy. Effective January 1, 2015, these financial liabilities are measured and leveled on the basis of the fair value of the financial assets of the consolidated CLOs and were categorized as Level II as of
March 31, 2016
and 2015.
|
|
As of March 31, 2016
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of Consolidated Apollo Funds
|
$
|
1,149
|
|
|
Third Party Pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
Investments in Other
|
25,793
|
|
|
Third Party Pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investment in Athene Holding
|
453,620
|
|
|
Book Value Multiple
|
|
Book Value Multiple
|
|
1.02x
|
|
1.02x
|
|
Investments of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Bank Debt Term Loans
|
12,885
|
|
|
Third Party Pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Corporate Loans/Bonds/CLO Notes
|
23,217
|
|
|
Third Party Pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Equity Securities
|
65,867
|
|
|
Market Comparable Companies
|
|
Comparable Multiples
|
|
0.65x
|
|
0.65x
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
15.1%
|
|
15.1%
|
||||
Total Investments of Consolidated VIEs
|
101,969
|
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
582,531
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||
Liabilities of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Contingent Obligation
|
$
|
10,862
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
Contingent Consideration Obligation
|
74,059
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
10.5% - 18.0%
|
|
16.6%
|
|
Total Financial Liabilities
|
$
|
84,921
|
|
|
|
|
|
|
|
|
|
(1)
|
These securities are valued primarily using unadjusted broker quotes.
|
|
As of December 31, 2015
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Investments of Consolidated Apollo Funds
|
$
|
1,634
|
|
|
Third Party Pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
Investments in Other
|
434
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investment in Athene Holding
|
510,099
|
|
|
Book Value Multiple
|
|
Book Value Multiple
|
|
1.18x
|
|
1.18x
|
|
Investments of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Bank Debt Term Loans
|
15,776
|
|
|
Third Party Pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Corporate Loans/Bonds/CLO Notes
|
22,409
|
|
|
Third Party Pricing
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Equity Securities
|
62,756
|
|
|
Market Comparable Companies
|
|
Comparable Multiples
|
|
0.60x
|
|
0.60x
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
14.6%
|
|
14.6%
|
||||
Total Investments of Consolidated VIEs
(2)
|
100,941
|
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
613,108
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||
Liabilities of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Contingent Obligation
|
$
|
11,411
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
N/A
|
Contingent Consideration Obligation
|
79,579
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
11.0% - 18.5%
|
|
17.0%
|
|
Total Financial Liabilities
|
$
|
90,990
|
|
|
|
|
|
|
|
|
|
(1)
|
These securities are valued primarily using unadjusted broker quotes.
|
(2)
|
Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||
Private Equity
|
$
|
225,944
|
|
|
$
|
373,871
|
|
Credit
|
240,386
|
|
|
240,844
|
|
||
Real Estate
|
24,073
|
|
|
29,192
|
|
||
Total carried interest receivable
|
$
|
490,403
|
|
|
$
|
643,907
|
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
Carried interest receivable, January 1, 2016
|
$
|
373,871
|
|
|
$
|
240,844
|
|
|
$
|
29,192
|
|
|
$
|
643,907
|
|
Change in fair value of funds
|
(147,927
|
)
|
|
30,314
|
|
|
1,384
|
|
|
(116,229
|
)
|
||||
Fund distributions to the Company
|
—
|
|
|
(30,772
|
)
|
|
(6,503
|
)
|
|
(37,275
|
)
|
||||
Carried interest receivable, March 31, 2016
|
$
|
225,944
|
|
|
$
|
240,386
|
|
|
$
|
24,073
|
|
|
$
|
490,403
|
|
|
As of
March 31, 2016 |
|
As of
December 31, 2015 |
||||
Private Equity
|
$
|
72,909
|
|
|
$
|
118,963
|
|
Credit
|
173,440
|
|
|
165,392
|
|
||
Real Estate
|
11,155
|
|
|
11,319
|
|
||
Total profit sharing payable
|
$
|
257,504
|
|
|
$
|
295,674
|
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
Profit sharing payable, January 1, 2016
|
$
|
118,963
|
|
|
$
|
165,392
|
|
|
$
|
11,319
|
|
|
$
|
295,674
|
|
Profit sharing expense
(1)(2)
|
(44,491
|
)
|
|
18,038
|
|
|
2,456
|
|
|
(23,997
|
)
|
||||
Payments/other
|
(1,563
|
)
|
|
(9,990
|
)
|
|
(2,620
|
)
|
|
(14,173
|
)
|
||||
Profit sharing payable, March 31, 2016
|
$
|
72,909
|
|
|
$
|
173,440
|
|
|
$
|
11,155
|
|
|
$
|
257,504
|
|
(1)
|
Includes (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 recognized in connection with certain Apollo acquisitions. See notes
5
and
13
for further disclosure regarding the contingent consideration obligations.
|
(2)
|
The Company has recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of
March 31, 2016
. See note
12
for further discussion regarding the potential return of profit sharing distributions.
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||
|
Outstanding
Balance
|
|
Fair Value
|
|
Annualized
Weighted
Average
Interest Rate
|
|
Outstanding
Balance
|
|
Fair Value
|
|
Annualized
Weighted
Average
Interest Rate
|
||||||||||
2013 AMH Credit Facilities - Term Facility
(1)
|
$
|
499,099
|
|
|
$
|
501,300
|
|
(6)
|
1.67
|
%
|
|
$
|
499,327
|
|
|
$
|
501,300
|
|
(6)
|
1.44
|
%
|
2024 Senior Notes
(2)
|
494,717
|
|
|
508,200
|
|
(7)
|
4.00
|
|
|
494,555
|
|
|
495,300
|
|
(7)
|
4.00
|
|
||||
2014 AMI Term Facility I
(3)
|
15,243
|
|
|
15,250
|
|
(6)
|
2.02
|
|
|
14,543
|
|
|
14,549
|
|
(6)
|
2.15
|
|
||||
2014 AMI Term Facility II
(4)
|
17,640
|
|
|
17,640
|
|
(6)
|
1.75
|
|
|
16,830
|
|
|
16,830
|
|
(6)
|
1.85
|
|
||||
2016 AMI Term Facility
(5)
|
19,313
|
|
|
19,313
|
|
(6)
|
1.75
|
|
|
—
|
|
|
—
|
|
(6)
|
—
|
|
||||
Total Debt
|
$
|
1,046,012
|
|
|
$
|
1,061,703
|
|
|
|
|
$
|
1,025,255
|
|
|
$
|
1,027,979
|
|
|
|
(1)
|
Outstanding balance is presented net of unamortized debt issuance costs of
$0.9 million
and
$0.7 million
as of
March 31, 2016
and
December 31, 2015
, respectively.
|
(2)
|
Includes impact of any amortization of note discount. Outstanding balance is presented net of unamortized debt issuance costs of
$4.5 million
and
$4.6 million
as of
March 31, 2016
and
December 31, 2015
, respectively.
|
(3)
|
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.
|
(4)
|
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.
|
(5)
|
On January 18, 2016, AMI entered into a
€17.0 million
five
year credit agreement (the “2016 AMI Term Facility”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.
|
(6)
|
Fair value is based on obtained broker quotes and these notes would be classified as a Level III liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.
|
(7)
|
Fair value is based on obtained broker quotes and these notes would be classified as a Level II liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.
|
|
Basic and Diluted
|
|
||||||
|
For the Three Months Ended March 31,
|
|
||||||
|
2016
|
|
2015
|
|
||||
Numerator:
|
|
|
|
|
||||
Net income (loss) attributable to Apollo Global Management, LLC
|
$
|
(32,828
|
)
|
|
$
|
30,927
|
|
|
Distributions declared on Class A shares
|
(51,432
|
)
|
(1)
|
(144,394
|
)
|
(1)
|
||
Distributions on participating securities
(3)
|
(2,123
|
)
|
|
(15,264
|
)
|
|
||
Undistributed loss attributable to Class A shareholders: Basic and Diluted
|
$
|
(86,383
|
)
|
|
$
|
(128,731
|
)
|
|
Denominator:
|
|
|
|
|
||||
Weighted average number of Class A shares outstanding: Basic and Diluted
|
182,665,330
|
|
|
165,968,620
|
|
|
||
Net Income (Loss) per Class A Share: Basic and Diluted
(2)
|
|
|
|
|
||||
Distributed Income
|
$
|
0.28
|
|
|
$
|
0.87
|
|
|
Undistributed Loss
|
(0.47
|
)
|
|
(0.78
|
)
|
|
||
Net Income (Loss) per Class A Share: Basic and Diluted
|
$
|
(0.19
|
)
|
|
$
|
0.09
|
|
|
(1)
|
See note
12
for information regarding the quarterly distributions declared and paid during
2016
and
2015
.
|
(2)
|
For the
three months ended March 31, 2016
and
2015
, the Company had an undistributed loss attributable to Class A shareholders and all of the classes of securities were anti-dilutive.
|
(3)
|
Participating securities consist of vested and unvested RSUs that have rights to distributions and unvested restricted shares.
|
|
For the Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Weighted average vested RSUs
|
3,142,789
|
|
|
14,672,264
|
|
Weighted average unvested RSUs
|
6,211,882
|
|
|
4,895,843
|
|
Weighted average unexercised options
|
222,920
|
|
|
231,253
|
|
Weighted average AOG Units outstanding
|
216,169,856
|
|
|
222,545,477
|
|
Weighted average unvested restricted shares
|
99,135
|
|
|
50,316
|
|
|
Unvested
|
|
Weighted Average Grant Date Fair
Value |
|
Vested
|
|
Total Number
of RSUs Outstanding |
|
|||||
Balance at January 1, 2016
|
11,040,143
|
|
|
$
|
16.40
|
|
|
6,294,053
|
|
|
17,334,196
|
|
(1)
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Forfeited
|
(97,976
|
)
|
|
17.16
|
|
|
—
|
|
|
(97,976
|
)
|
|
|
Delivered
|
—
|
|
|
16.64
|
|
|
(4,923,438
|
)
|
|
(4,923,438
|
)
|
|
|
Vested
|
(436,297
|
)
|
|
16.53
|
|
|
436,297
|
|
|
—
|
|
|
|
Balance at March 31, 2016
|
10,505,870
|
|
|
$
|
16.39
|
|
|
1,806,912
|
|
|
12,312,782
|
|
(1)
|
(1)
|
Amount excludes RSUs which have vested and have been issued in the form of Class A shares.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Class A shares delivered or issued
|
|
3,276,701
|
|
|
4,640,825
|
|
||
Gross value of shares
(1)
|
|
$
|
66,259
|
|
|
$
|
110,712
|
|
(1)
|
Based on the closing price of a Class A share at the time of delivery.
|
|
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
|
$
|
18,992
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
18,992
|
|
AHL Awards
|
(7,034
|
)
|
|
54.1
|
|
|
(3,805
|
)
|
|
(3,229
|
)
|
|||
Other equity-based compensation awards
|
2,044
|
|
|
54.1
|
|
|
1,106
|
|
|
938
|
|
|||
Total equity-based compensation
|
$
|
14,002
|
|
|
|
|
(2,699
|
)
|
|
16,701
|
|
|||
Less other equity-based compensation awards
(2)
|
|
|
|
|
2,699
|
|
|
1,766
|
|
|||||
Capital increase related to equity-based compensation
|
|
|
|
|
$
|
—
|
|
|
$
|
18,467
|
|
(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
|
$
|
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.
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Due from Affiliates:
|
|
|
|
||||
Due from private equity funds
|
$
|
20,564
|
|
|
$
|
21,532
|
|
Due from portfolio companies
|
36,726
|
|
|
36,424
|
|
||
Due from credit funds
|
125,513
|
|
|
124,660
|
|
||
Due from Contributing Partners, employees and former employees
|
56,892
|
|
|
42,491
|
|
||
Due from real estate funds
|
22,208
|
|
|
22,728
|
|
||
Total Due from Affiliates
|
$
|
261,903
|
|
|
$
|
247,835
|
|
Due to Affiliates:
|
|
|
|
||||
Due to Managing Partners and Contributing Partners in connection with the tax receivable agreement
|
$
|
506,162
|
|
|
$
|
506,162
|
|
Due to private equity funds
|
19,084
|
|
|
16,293
|
|
||
Due to credit funds
|
66,898
|
|
|
57,981
|
|
||
Due to real estate funds
|
147
|
|
|
580
|
|
||
Distributions payable to employees
|
1,963
|
|
|
13,520
|
|
||
Total Due to Affiliates
|
$
|
594,254
|
|
|
$
|
594,536
|
|
Distribution
Declaration Date
|
|
Distribution
per
Class A
Share
|
|
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 5, 2015
|
|
$
|
0.86
|
|
|
February 27, 2015
|
|
$
|
144.4
|
|
|
$
|
191.3
|
|
|
$
|
335.7
|
|
|
$
|
15.3
|
|
April 11, 2015
|
|
—
|
|
|
April 11, 2015
|
|
—
|
|
|
22.4
|
|
(1)
|
22.4
|
|
|
—
|
|
|||||
May 7, 2015
|
|
0.33
|
|
|
May 29, 2015
|
|
56.8
|
|
|
72.8
|
|
|
129.6
|
|
|
4.9
|
|
|||||
July 29, 2015
|
|
0.42
|
|
|
August 31, 2015
|
|
74.8
|
|
|
91.2
|
|
|
166.0
|
|
|
5.1
|
|
|||||
October 28, 2015
|
|
0.35
|
|
|
November 30, 2015
|
|
63.4
|
|
|
75.7
|
|
|
139.1
|
|
|
3.1
|
|
|||||
For the year ended December 31, 2015
|
|
$
|
1.96
|
|
|
|
|
$
|
339.4
|
|
|
$
|
453.4
|
|
|
$
|
792.8
|
|
|
$
|
28.4
|
|
February 3, 2016
|
|
$
|
0.28
|
|
|
February 29, 2016
|
|
$
|
51.4
|
|
|
$
|
60.5
|
|
|
$
|
111.9
|
|
|
$
|
2.1
|
|
For the three months ended March 31, 2016
|
|
$
|
0.28
|
|
|
|
|
$
|
51.4
|
|
|
$
|
60.5
|
|
|
$
|
111.9
|
|
|
$
|
2.1
|
|
(1)
|
On April 11, 2015, the Company made a
$0.10
distribution per AOG Unit to the Non-Controlling Interest holders in the Apollo Operating Group.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Interest in management companies and a co-investment vehicle
(1)
|
|
$
|
(2,082
|
)
|
|
$
|
(2,882
|
)
|
Other consolidated entities
|
|
47
|
|
|
(2,083
|
)
|
||
Net (income) attributable to Non-Controlling Interests in consolidated entities
|
|
(2,035
|
)
|
|
(4,965
|
)
|
||
Net income attributable to Appropriated Partners’ Capital
(2)
|
|
—
|
|
|
2,406
|
|
||
Net (income) loss attributable to Non-Controlling Interests in the Apollo Operating Group
|
|
43,768
|
|
|
(48,012
|
)
|
||
Net (Income) Loss attributable to Non-Controlling Interests
|
|
$
|
41,733
|
|
|
$
|
(50,571
|
)
|
Net income attributable to Appropriated Partners’ Capital
(3)
|
|
—
|
|
|
(2,406
|
)
|
||
Other comprehensive (income) loss attributable to Non-Controlling Interests
|
|
(2,634
|
)
|
|
7,582
|
|
||
Comprehensive (Income) Loss Attributable to Non-Controlling Interests
|
|
$
|
39,099
|
|
|
$
|
(45,395
|
)
|
(1)
|
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our credit funds.
|
(2)
|
Reflects net income of the consolidated CLOs classified as VIEs.
|
(3)
|
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. Bankr.) (the “Delaware Bankruptcy Action”) and No. 15-01145 (N.D. Ill. Bankr.) (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 (collectively the “Debtors”) 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 bankruptcy proceedings relating to the Debtors should take place in the Illinois Bankruptcy Action. On March 11, 2015, the Debtors 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. On June 3-4, 2015, the court held an evidentiary hearing on the Debtors’ stay request. On July 22, 2015, the court denied the Debtors’ stay request (the “Stay Denial”). On October 8, 2015, the United States District Court for the Northern District of Illinois (No. 15-06504 (N.D. Ill.)) affirmed the Stay Denial, and the Debtors filed an appeal to the United States Court of Appeals for the Seventh Circuit (No. 15-3259 (7th Cir.)). On December 23, 2015, the Seventh Circuit vacated the lower court opinions denying the injunction and remanded the dispute to the Bankruptcy Court for further proceedings. On January 11, 2016, the CEOC noteholders submitted a petition for rehearing before the Seventh Circuit en banc. The Seventh Circuit denied the petition, and on February 26, 2016, the Bankruptcy Court granted the stay request as to the BOKF Action through May 9, 2016. The Debtors did not request an extension of the May 9, 2016 expiration, but left open the possibility of seeking further relief with respect to the injunction if ongoing mediation efforts are unsuccessful. Separately, the Bankruptcy Court held an evidentiary hearing to determine whether the Debtors’ petition date was January 12, 2015 or January 15, 2015. The Bankruptcy Court has indicated that it will decide that issue on July 20, 2016. Certain of the Debtors’ creditors have indicated in filings with the Illinois bankruptcy court that an investigation into certain acts and transactions that predated the Debtors’ bankruptcy filing could lead to claims against a number of parties, including Apollo. To date, no such claims have been brought against Apollo.
|
•
|
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”), 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 (a consultant to Apollo), in Delaware’s Court of Chancery. 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.
|
•
|
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 (“TIA”) 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 TIA 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 claims similar to those in the MeehanCombs Action. On February 19, 2015, plaintiffs filed an amended complaint, and Caesars Entertainment answered the amended complaint on February 25, 2015. In March 2015, each of MeehanCombs and Danner served subpoenas for documents on Apollo. Apollo produced responsive, non-privileged documents in response to those subpoenas. In July 2015, MeehanCombs and Danner served subpoenas for depositions on Apollo and those depositions were completed on September 22, 2015. On October 23, 2015, MeehanCombs and Danner filed motions for partial summary judgment, related to TIA and breach of contract claims. On December 29, 2015, the court denied the motions for partial summary judgment. The parties are currently engaged in expert discovery. On March 23, 2016, the judge presiding over the MeehanCombs and Danner Actions announced that she was retiring from the bench effective April 28. A new judge was assigned to preside over the MeehanCombs and Danner Actions (in addition to the BOKF, UMB SDNY, and Wilmington Trust Actions, defined below). On April 6, 2016, the parties agreed to a renewed summary judgment schedule for the MeehanCombs, Danner, BOKF, UMB SDNY (as defined below) and Wilmington Trust Actions. The moving parties submitted their briefs on May 10, 2016. Opposition briefs are due on or before May 31, 2016. Reply briefs are due on or before June 14, 2016. The court scheduled oral argument on the summary judgment motions for June 24, 2016. The court indicated that it anticipates issuing a decision on the summary judgment motions by July 22, 2016 and that a global trial, if necessary, will begin on August 22, 2016.
|
•
|
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
|
•
|
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. The deadline for CAC to respond to this lawsuit has been adjourned indefinitely by agreement of the parties.
|
•
|
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. On May 19, 2015, BOKF sent the court a letter requesting permission to file a partial summary judgment motion on Counts II and V of its complaint, related to the validity and enforceability of Caesars Entertainment’s guarantee of certain notes issued by CEOC and alleged violations of the Trust Indenture Act, 15 U.S.C. §§ 76aaa, et seq. The MeehanCombs and Danner plaintiffs did not join BOKF’s request to file for partial summary judgment. On May 28, 2015, the court granted BOKF permission to move for partial summary judgment. On June 15, 2015, another related complaint captioned UMB Bank, N.A. v. Caesars Entertainment Corp., et al., No. 15-cv-4634 (S.D.N.Y.) (the “UMB SDNY Action”) was filed by UMB Bank, N.A., solely in its capacity as Indenture Trustee of certain first lien notes (“UMB”), against Caesars Entertainment alleging claims similar to those alleged in the BOKF, MeehanCombs and Danner Actions. On June 16, 2015, UMB sent a letter to the court requesting permission to file a partial summary judgment motion on the same schedule with BOKF. On June 26, 2015, BOKF and UMB filed partial summary judgment motions (the “Partial Summary Judgment Motions”). On July 24, 2015, Caesars Entertainment filed its opposition to the Partial Summary Judgment Motions, and on August 7, 2015, BOKF and UMB filed reply briefs in further support of the Partial Summary Judgment Motions. On August 27, 2015, the Court denied the Partial Summary Judgment Motions and certified its opinion for an interlocutory appeal to the United States Court of Appeals for the Second Circuit. On December 22, 2015, the Second Circuit declined to hear the interlocutory appeal. Separately, on November 20, 2015, BOKF and UMB filed a second set of motions for partial summary judgment, on the issue of the disputed contract interpretation related to indenture release provisions. On January 5, 2016 the District Court denied these motions. At a hearing on February 22, 2016, the Court bifurcated the trial in the BOKF and UMB SDNY Actions and scheduled the trial on the breach of contract and TIA claims to begin on March 14, 2016. The Court ordered a separate trial on the claims for breach of the covenant of good faith and fair dealing and tortious interference with contract to begin at a later date to be determined. On February 26, 2016, the Bankruptcy Court granted the stay request as to the BOKF Action until May 9, 2016, resulting in a stay of the trial on the breach of contract and TIA claims in the BOKF and UMB SDNY Actions. On February 24, 2016, Caesars Entertainment filed a motion
|
•
|
Wilmington Trust, National Association v. Caesars Entertainment Corporation, No. 15-cv-08280 (S.D.N.Y.) (the “Wilmington Trust Action”). On October 20, 2015, Wilmington Trust, N.A., solely in its capacity as Indenture Trustee for the
10.75%
Notes due 2016 (“Wilmington Trust”), sued Caesars Entertainment in the Southern District of New York alleging claims similar to those alleged in the BOKF, UMB, MeehanCombs, and Danner Actions. The Wilmington Trust Action has been referred to the same judge as the other related cases pending in the Southern District of New York. Should any party to the Wilmington Trust Action wish to seek summary judgment on any issue, that motion for summary judgment will proceed on the same schedule as the MeehanCombs, Danner, BOKF, and UMB SDNY Actions.
|
|
Remaining 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Aggregate minimum future payments
|
$
|
28,476
|
|
|
$
|
35,834
|
|
|
$
|
31,371
|
|
|
$
|
30,635
|
|
|
$
|
14,087
|
|
|
$
|
10,713
|
|
|
$
|
151,116
|
|
|
Remaining 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Other long-term obligations
|
$
|
16,329
|
|
|
$
|
5,493
|
|
|
$
|
5,040
|
|
|
$
|
2,461
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
29,455
|
|
•
|
Decisions related
to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
|
•
|
Decisions
related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; and
|
•
|
Decisions relating to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in such funds and those of the Company’s shareholders by providing such individuals a profit sharing interest in the carried interest income earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’s performance and growth for the year.
|
|
Impact on Economic Income (Loss)
|
||||||||||||||
|
For the Three Months Ended March 31, 2015
|
||||||||||||||
|
Private Equity
Segment
|
|
Credit
Segment
|
|
Real Estate
Segment
|
|
Total
Reportable Segments |
||||||||
Total Economic Income (Loss), as previously presented
|
$
|
59,079
|
|
|
$
|
45,148
|
|
|
$
|
(2,158
|
)
|
|
$
|
102,069
|
|
Impact of reclassification
|
(5,483
|
)
|
|
4,423
|
|
|
1,060
|
|
|
—
|
|
||||
Total Economic Income (Loss), as currently presented
|
$
|
53,596
|
|
|
$
|
49,571
|
|
|
$
|
(1,098
|
)
|
|
$
|
102,069
|
|
|
As of and for the Three Months Ended March 31, 2016
|
||||||||||||||
|
Private
Equity
Segment
|
|
Credit
Segment
|
|
Real
Estate
Segment
|
|
Total
Reportable
Segments
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Advisory and transaction fees from affiliates, net
|
$
|
2,713
|
|
|
$
|
4,410
|
|
|
$
|
876
|
|
|
$
|
7,999
|
|
Management fees from affiliates
|
74,918
|
|
|
142,511
|
|
|
13,504
|
|
|
230,933
|
|
||||
Carried interest income (loss) from affiliates:
|
|
|
|
|
|
|
|
||||||||
Unrealized losses
(1)
|
(146,335
|
)
|
|
(21,179
|
)
|
|
(3,377
|
)
|
|
(170,891
|
)
|
||||
Realized gains
|
—
|
|
|
45,152
|
|
|
4,771
|
|
|
49,923
|
|
||||
Total Revenues
|
(68,704
|
)
|
|
170,894
|
|
|
15,774
|
|
|
117,964
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
||||||||
Salary, bonus and benefits
|
32,074
|
|
|
51,612
|
|
|
8,684
|
|
|
92,370
|
|
||||
Equity-based compensation
|
7,385
|
|
|
8,560
|
|
|
775
|
|
|
16,720
|
|
||||
Profit sharing expense
|
(57,374
|
)
|
|
21,424
|
|
|
2,457
|
|
|
(33,493
|
)
|
||||
Total compensation and benefits
|
(17,915
|
)
|
|
81,596
|
|
|
11,916
|
|
|
75,597
|
|
||||
Other expenses
|
16,725
|
|
|
31,193
|
|
|
6,144
|
|
|
54,062
|
|
||||
Total Expenses
|
(1,190
|
)
|
|
112,789
|
|
|
18,060
|
|
|
129,659
|
|
||||
Other Loss:
|
|
|
|
|
|
|
|
||||||||
Net interest expense
|
(2,428
|
)
|
|
(3,655
|
)
|
|
(808
|
)
|
|
(6,891
|
)
|
||||
Net losses from investment activities
|
(4,106
|
)
|
|
(52,393
|
)
|
|
—
|
|
|
(56,499
|
)
|
||||
Income (loss) from equity method investments
|
(5,483
|
)
|
|
848
|
|
|
776
|
|
|
(3,859
|
)
|
||||
Other income, net
|
(124
|
)
|
|
(408
|
)
|
|
(29
|
)
|
|
(561
|
)
|
||||
Total Other Loss
|
(12,141
|
)
|
|
(55,608
|
)
|
|
(61
|
)
|
|
(67,810
|
)
|
||||
Non-Controlling Interests
|
—
|
|
|
(2,385
|
)
|
|
—
|
|
|
(2,385
|
)
|
||||
Economic Income (Loss)
|
$
|
(79,655
|
)
|
|
$
|
112
|
|
|
$
|
(2,347
|
)
|
|
$
|
(81,890
|
)
|
Total Assets
|
$
|
1,083,793
|
|
|
$
|
2,106,226
|
|
|
$
|
175,333
|
|
|
$
|
3,365,352
|
|
(1)
|
Included in unrealized carried interest losses from affiliates for the
three months ended March 31, 2016
was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
12
for further details regarding the general partner obligation.
|
|
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:
|
|
|
|
|
|
|
|
|
|||||||
Unrealized (losses)
(1)
|
(21,109
|
)
|
|
(45,770
|
)
|
|
(26
|
)
|
|
(66,905
|
)
|
||||
Realized gains
|
76,035
|
|
|
57,046
|
|
|
2,417
|
|
|
135,498
|
|
||||
Total Revenues
|
133,364
|
|
|
156,080
|
|
|
13,405
|
|
|
302,849
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|||||||
Salary, bonus and benefits
|
31,283
|
|
|
49,256
|
|
|
7,013
|
|
|
87,552
|
|
||||
Equity-based compensation
|
9,056
|
|
|
5,756
|
|
|
1,019
|
|
|
15,831
|
|
||||
Profit sharing expense
|
28,799
|
|
|
10,217
|
|
|
1,816
|
|
|
40,832
|
|
||||
Total compensation and benefits
|
69,138
|
|
|
65,229
|
|
|
9,848
|
|
|
144,215
|
|
||||
Other expenses
|
15,185
|
|
|
32,120
|
|
|
4,629
|
|
|
51,934
|
|
||||
Total Expenses
|
84,323
|
|
|
97,349
|
|
|
14,477
|
|
|
196,149
|
|
||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
||||||
Net interest expense
|
(2,549
|
)
|
|
(3,462
|
)
|
|
(681
|
)
|
|
(6,692
|
)
|
||||
Net gains from investment activities
|
—
|
|
|
1,761
|
|
|
—
|
|
|
1,761
|
|
||||
Income (loss) from equity method investments
|
5,483
|
|
|
(6,907
|
)
|
|
226
|
|
|
(1,198
|
)
|
||||
Other income, net
|
1,621
|
|
|
2,294
|
|
|
429
|
|
|
4,344
|
|
||||
Total Other Income (Loss)
|
4,555
|
|
|
(6,314
|
)
|
|
(26
|
)
|
|
(1,785
|
)
|
||||
Non-Controlling Interests
|
—
|
|
|
(2,846
|
)
|
|
—
|
|
|
(2,846
|
)
|
||||
Economic Income (Loss)
|
$
|
53,596
|
|
|
$
|
49,571
|
|
|
$
|
(1,098
|
)
|
|
$
|
102,069
|
|
(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. See note
12
for further detail regarding the general partner obligation.
|
|
As of and for the Three Months Ended March 31, 2016
|
||||||||||
|
Total
Reportable Segments |
|
Consolidation
Adjustments and Other |
|
Consolidated
|
||||||
Revenues
|
$
|
117,964
|
|
|
$
|
2,862
|
|
(1)
|
$
|
120,826
|
|
Expenses
|
129,659
|
|
|
12,240
|
|
(2)
|
141,899
|
|
|||
Other income, net
|
(67,810
|
)
|
|
9,175
|
|
(3)
|
(58,635
|
)
|
|||
Non-Controlling Interests
|
(2,385
|
)
|
|
2,385
|
|
|
—
|
|
|||
Economic (Loss) / (Loss) before income tax benefit
|
$
|
(81,890
|
)
|
(4)
|
$
|
2,182
|
|
|
$
|
(79,708
|
)
|
Total Assets
|
$
|
3,365,352
|
|
|
$
|
995,415
|
|
(5)
|
$
|
4,360,767
|
|
|
For the Three Months Ended March 31, 2015
|
||||||||||
|
Total
Reportable Segments |
|
Consolidation
Adjustments and Other |
|
Consolidated
|
||||||
Revenues
|
$
|
302,849
|
|
|
$
|
175
|
|
(1)
|
$
|
303,024
|
|
Expenses
|
196,149
|
|
|
27,847
|
|
(2)
|
223,996
|
|
|||
Other income, net
|
(1,785
|
)
|
|
9,769
|
|
(3)
|
7,984
|
|
|||
Non-Controlling Interests
|
(2,846
|
)
|
|
2,846
|
|
|
—
|
|
|||
Economic Income / Income before income tax provision
|
$
|
102,069
|
|
(4)
|
$
|
(15,057
|
)
|
|
$
|
87,012
|
|
(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 and certain compensation and administrative related expense reimbursements.
|
(2)
|
Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net gains from investment activities
|
$
|
30
|
|
|
$
|
354
|
|
Net gains from investment activities of consolidated variable interest entities
|
1,319
|
|
|
1,328
|
|
||
Income from equity method investments
|
42
|
|
|
137
|
|
||
Other income, net
|
7,784
|
|
|
7,950
|
|
||
Total consolidation adjustments
|
$
|
9,175
|
|
|
$
|
9,769
|
|
(4)
|
The reconciliation of Economic Income to income before income tax (provision) benefit reported in the
condensed consolidated
statements of operations consists of the following:
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Economic Income (Loss)
|
$
|
(81,890
|
)
|
|
$
|
102,069
|
|
Adjustments:
|
|
|
|
||||
Net income attributable to Non-Controlling Interests in consolidated entities and appropriated partners’ capital
|
2,035
|
|
|
2,560
|
|
||
Transaction-related charges
(6)
|
147
|
|
|
(17,617
|
)
|
||
Total consolidation adjustments and other
|
2,182
|
|
|
(15,057
|
)
|
||
Income (loss) before income tax (provision) benefit
|
$
|
(79,708
|
)
|
|
$
|
87,012
|
|
(5)
|
Represents the addition of assets of consolidated funds and VIEs. Upon adoption of new accounting guidance (see note
2
), debt issuance costs previously recorded in other assets in the
condensed consolidated
statements of financial condition were reclassified as a direct deduction of the carrying amount of the related debt arrangement.
|
(6)
|
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.
|
|
March 31, 2016
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
542,483
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
542,483
|
|
Cash and cash equivalents held at consolidated funds
|
—
|
|
|
6,920
|
|
|
—
|
|
|
6,920
|
|
||||
Restricted cash
|
5,356
|
|
|
—
|
|
|
—
|
|
|
5,356
|
|
||||
Investments
|
1,208,361
|
|
|
24,066
|
|
|
(98,868
|
)
|
|
1,133,559
|
|
||||
Assets of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
33,133
|
|
|
—
|
|
|
33,133
|
|
||||
Investments, at fair value
|
—
|
|
|
964,099
|
|
|
(306
|
)
|
|
963,793
|
|
||||
Other assets
|
—
|
|
|
59,582
|
|
|
—
|
|
|
59,582
|
|
||||
Carried interest receivable
|
490,403
|
|
|
—
|
|
|
—
|
|
|
490,403
|
|
||||
Due from affiliates
|
262,638
|
|
|
—
|
|
|
(735
|
)
|
|
261,903
|
|
||||
Deferred tax assets
|
650,175
|
|
|
—
|
|
|
—
|
|
|
650,175
|
|
||||
Other assets
|
88,952
|
|
|
7,664
|
|
|
(140
|
)
|
|
96,476
|
|
||||
Goodwill
|
88,852
|
|
|
—
|
|
|
—
|
|
|
88,852
|
|
||||
Intangible assets, net
|
28,132
|
|
|
—
|
|
|
—
|
|
|
28,132
|
|
||||
Total Assets
|
$
|
3,365,352
|
|
|
$
|
1,095,464
|
|
|
$
|
(100,049
|
)
|
|
$
|
4,360,767
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
98,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
98,661
|
|
Accrued compensation and benefits
|
50,131
|
|
|
—
|
|
|
—
|
|
|
50,131
|
|
||||
Deferred revenue
|
175,536
|
|
|
—
|
|
|
—
|
|
|
175,536
|
|
||||
Due to affiliates
|
594,254
|
|
|
—
|
|
|
—
|
|
|
594,254
|
|
||||
Profit sharing payable
|
257,504
|
|
|
—
|
|
|
—
|
|
|
257,504
|
|
||||
Debt
|
1,046,012
|
|
|
—
|
|
|
—
|
|
|
1,046,012
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
878,306
|
|
|
(43,688
|
)
|
|
834,618
|
|
||||
Other liabilities
|
—
|
|
|
74,172
|
|
|
(140
|
)
|
|
74,032
|
|
||||
Due to affiliates
|
—
|
|
|
735
|
|
|
(735
|
)
|
|
—
|
|
||||
Other liabilities
|
36,042
|
|
|
6,983
|
|
|
—
|
|
|
43,025
|
|
||||
Total Liabilities
|
2,258,140
|
|
|
960,196
|
|
|
(44,563
|
)
|
|
3,173,773
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, LLC shareholders’ equity:
|
|
|
|
|
|
|
|
||||||||
Additional paid in capital
|
1,957,692
|
|
|
—
|
|
|
—
|
|
|
1,957,692
|
|
||||
Accumulated deficit
|
(1,403,256
|
)
|
|
34,758
|
|
|
(34,756
|
)
|
|
(1,403,254
|
)
|
||||
Accumulated other comprehensive income (loss)
|
(3,531
|
)
|
|
(1,581
|
)
|
|
34
|
|
|
(5,078
|
)
|
||||
Total Apollo Global Management, LLC shareholders’ equity
|
550,905
|
|
|
33,177
|
|
|
(34,722
|
)
|
|
549,360
|
|
||||
Non-Controlling Interests in consolidated entities
|
7,673
|
|
|
102,091
|
|
|
(20,764
|
)
|
|
89,000
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
548,634
|
|
|
—
|
|
|
—
|
|
|
548,634
|
|
||||
Total Shareholders’ Equity
|
1,107,212
|
|
|
135,268
|
|
|
(55,486
|
)
|
|
1,186,994
|
|
||||
Total Liabilities and Shareholders’ Equity
|
$
|
3,365,352
|
|
|
$
|
1,095,464
|
|
|
$
|
(100,049
|
)
|
|
$
|
4,360,767
|
|
|
December 31, 2015
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
612,505
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
612,505
|
|
Cash and cash equivalents held at consolidated funds
|
—
|
|
|
4,817
|
|
|
—
|
|
|
4,817
|
|
||||
Restricted cash
|
5,700
|
|
|
—
|
|
|
—
|
|
|
5,700
|
|
||||
Investments
|
1,223,407
|
|
|
28,547
|
|
|
(97,205
|
)
|
|
1,154,749
|
|
||||
Assets of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
56,793
|
|
|
—
|
|
|
56,793
|
|
||||
Investments, at fair value
|
—
|
|
|
910,858
|
|
|
(292
|
)
|
|
910,566
|
|
||||
Other assets
|
—
|
|
|
63,413
|
|
|
—
|
|
|
63,413
|
|
||||
Carried interest receivable
|
643,907
|
|
|
—
|
|
|
—
|
|
|
643,907
|
|
||||
Due from affiliates
|
248,972
|
|
|
—
|
|
|
(1,137
|
)
|
|
247,835
|
|
||||
Deferred tax assets
|
646,207
|
|
|
—
|
|
|
—
|
|
|
646,207
|
|
||||
Other assets
|
93,452
|
|
|
2,636
|
|
|
(244
|
)
|
|
95,844
|
|
||||
Goodwill
|
88,852
|
|
|
—
|
|
|
—
|
|
|
88,852
|
|
||||
Intangible assets, net
|
28,620
|
|
|
—
|
|
|
—
|
|
|
28,620
|
|
||||
Total Assets
|
$
|
3,591,622
|
|
|
$
|
1,067,064
|
|
|
$
|
(98,878
|
)
|
|
$
|
4,559,808
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
92,012
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,012
|
|
Accrued compensation and benefits
|
54,836
|
|
|
—
|
|
|
—
|
|
|
54,836
|
|
||||
Deferred revenue
|
177,875
|
|
|
—
|
|
|
—
|
|
|
177,875
|
|
||||
Due to affiliates
|
594,536
|
|
|
—
|
|
|
—
|
|
|
594,536
|
|
||||
Profit sharing payable
|
295,674
|
|
|
—
|
|
|
—
|
|
|
295,674
|
|
||||
Debt
|
1,025,255
|
|
|
—
|
|
|
—
|
|
|
1,025,255
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
843,584
|
|
|
(42,314
|
)
|
|
801,270
|
|
||||
Other liabilities
|
—
|
|
|
86,226
|
|
|
(244
|
)
|
|
85,982
|
|
||||
Due to affiliates
|
—
|
|
|
1,137
|
|
|
(1,137
|
)
|
|
—
|
|
||||
Other liabilities
|
38,750
|
|
|
4,637
|
|
|
—
|
|
|
43,387
|
|
||||
Total Liabilities
|
2,278,938
|
|
|
935,584
|
|
|
(43,695
|
)
|
|
3,170,827
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, LLC shareholders’ equity:
|
|
|
|
|
|
|
|
||||||||
Additional paid in capital
|
2,005,509
|
|
|
—
|
|
|
—
|
|
|
2,005,509
|
|
||||
Accumulated deficit
|
(1,348,386
|
)
|
|
34,468
|
|
|
(34,466
|
)
|
|
(1,348,384
|
)
|
||||
Accumulated other comprehensive income (loss)
|
(5,171
|
)
|
|
(2,496
|
)
|
|
47
|
|
|
(7,620
|
)
|
||||
Total Apollo Global Management, LLC shareholders’ equity
|
651,952
|
|
|
31,972
|
|
|
(34,419
|
)
|
|
649,505
|
|
||||
Non-Controlling Interests in consolidated entities
|
7,817
|
|
|
99,508
|
|
|
(20,764
|
)
|
|
86,561
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
652,915
|
|
|
—
|
|
|
—
|
|
|
652,915
|
|
||||
Total Shareholders’ Equity
|
1,312,684
|
|
|
131,480
|
|
|
(55,183
|
)
|
|
1,388,981
|
|
||||
Total Liabilities and Shareholders’ Equity
|
$
|
3,591,622
|
|
|
$
|
1,067,064
|
|
|
$
|
(98,878
|
)
|
|
$
|
4,559,808
|
|
(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 including performing, stressed and distressed instruments across the capital structure; 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 24.45% of the Class A shares outstanding and 11.25% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investors represent 39.16% of the total voting power of our shares entitled to vote and 34.76% 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 60.84% of the total voting power of our shares entitled to vote but no economic interest in Apollo Global Management, LLC. Our Managing Partners’ economic interests are instead represented by their indirect beneficial ownership, through Holdings, of 48.09% 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 53.99% of the limited partner interests in each Apollo Operating Group entity. The AOG Units held by Holdings are exchangeable for Class A shares. Our Managing Partners, through their interests in BRH and Holdings, beneficially own 48.09%
|
(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 46.01% of the limited partner interests in each Apollo Operating Group entity, held through the 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.
|
|
As of
March 31, 2016 |
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating
|
$
|
29,325
|
|
|
$
|
104,904
|
|
|
$
|
6,844
|
|
|
$
|
141,073
|
|
Non-Fee-Generating
|
8,377
|
|
|
18,950
|
|
|
4,113
|
|
|
31,440
|
|
||||
Total Assets Under Management
|
$
|
37,702
|
|
|
$
|
123,854
|
|
|
$
|
10,957
|
|
|
$
|
172,513
|
|
|
As of
March 31, 2015 |
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating
|
$
|
30,199
|
|
|
$
|
94,858
|
|
|
$
|
6,195
|
|
|
$
|
131,252
|
|
Non-Fee-Generating
|
10,334
|
|
|
18,061
|
|
|
3,301
|
|
|
31,696
|
|
||||
Total Assets Under Management
|
$
|
40,533
|
|
|
$
|
112,919
|
|
|
$
|
9,496
|
|
|
$
|
162,948
|
|
|
As of
December 31, 2015 |
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating
|
$
|
29,258
|
|
|
$
|
101,522
|
|
|
$
|
7,317
|
|
|
$
|
138,097
|
|
Non-Fee-Generating
|
8,244
|
|
|
19,839
|
|
|
3,943
|
|
|
32,026
|
|
||||
Total Assets Under Management
|
$
|
37,502
|
|
|
$
|
121,361
|
|
|
$
|
11,260
|
|
|
$
|
170,123
|
|
|
As of
March 31, 2016 |
|
As of
March 31, 2015 |
|
As of
December 31, 2015 |
||||||
|
(in millions)
|
||||||||||
Private Equity
|
$
|
2,052
|
|
|
$
|
1,889
|
|
|
$
|
2,093
|
|
Credit
|
6,098
|
|
|
6,506
|
|
|
5,763
|
|
|||
Real Estate
|
975
|
|
|
670
|
|
|
986
|
|
|||
Total AUM with Future Management Fee Potential
|
$
|
9,125
|
|
|
$
|
9,065
|
|
|
$
|
8,842
|
|
|
As of
March 31, 2016 |
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Carry-Generating AUM
|
$
|
9,008
|
|
|
$
|
22,985
|
|
|
$
|
510
|
|
|
$
|
32,503
|
|
AUM Not Currently Generating Carry
|
7,276
|
|
|
16,038
|
|
|
756
|
|
|
24,070
|
|
||||
Uninvested Carry-Eligible AUM
|
16,467
|
|
|
9,193
|
|
|
1,007
|
|
|
26,667
|
|
||||
Total Carry-Eligible AUM
|
$
|
32,751
|
|
|
$
|
48,216
|
|
|
$
|
2,273
|
|
|
$
|
83,240
|
|
|
As of
March 31, 2015 |
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Carry-Generating AUM
|
$
|
13,507
|
|
|
$
|
20,594
|
|
|
$
|
672
|
|
|
$
|
34,773
|
|
AUM Not Currently Generating Carry
|
3,100
|
|
|
12,051
|
|
|
808
|
|
|
15,959
|
|
||||
Uninvested Carry-Eligible AUM
|
18,695
|
|
|
9,562
|
|
|
550
|
|
|
28,807
|
|
||||
Total Carry-Eligible AUM
|
$
|
35,302
|
|
|
$
|
42,207
|
|
|
$
|
2,030
|
|
|
$
|
79,539
|
|
|
As of
December 31, 2015 |
||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Carry-Generating AUM
|
$
|
9,461
|
|
|
$
|
16,923
|
|
|
$
|
516
|
|
|
$
|
26,900
|
|
AUM Not Currently Generating Carry
|
6,793
|
|
|
21,583
|
|
|
865
|
|
|
29,241
|
|
||||
Uninvested Carry-Eligible AUM
|
16,528
|
|
|
8,701
|
|
|
1,059
|
|
|
26,288
|
|
||||
Total Carry-Eligible AUM
|
$
|
32,782
|
|
|
$
|
47,207
|
|
|
$
|
2,440
|
|
|
$
|
82,429
|
|
Category / Fund
|
|
Invested AUM Not Currently Generating Carry
|
|
Investment Period Active > 24 Months
|
|
Appreciation Required to Achieve Carry
(1)
|
||||
|
|
(in millions)
|
|
|
||||||
Private Equity:
|
|
|
|
|
|
|
||||
Fund VIII
|
|
$
|
5,434
|
|
|
$
|
5,434
|
|
|
5%
|
Other PE
|
|
1,842
|
|
|
1,283
|
|
|
24%
|
||
Total Private Equity
|
|
7,276
|
|
|
6,717
|
|
|
8%
|
||
Credit:
|
|
|
|
|
|
|
||||
Drawdown
|
|
5,277
|
|
|
4,507
|
|
|
26%
|
||
Liquid/Performing
|
|
10,761
|
|
|
551
|
|
|
< 250bps
|
||
1,034
|
|
|
250-500bps
|
|||||||
1,933
|
|
|
> 500bps
|
|||||||
Permanent capital vehicles ex Athene Non-Sub-Advised
|
|
—
|
|
|
—
|
|
|
NM
|
||
Total Credit
|
|
16,038
|
|
|
8,025
|
|
|
19%
|
||
Real Estate:
|
|
|
|
|
|
|
||||
Total Real Estate
|
|
756
|
|
|
395
|
|
|
> 500bps
|
||
Total
|
|
$
|
24,070
|
|
|
$
|
15,137
|
|
|
|
(1)
|
All investors in a given fund are considered in aggregate when calculating the appreciation required to achieve carry presented above. Appreciation required to achieve carry may vary by individual investor.
|
|
As of March 31, 2016
|
||||||||||||||
|
Private
Equity
|
|
Credit
|
|
Real
Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
20,319
|
|
|
$
|
6,042
|
|
|
$
|
376
|
|
|
$
|
26,737
|
|
Fee-Generating AUM based on invested capital
|
8,209
|
|
|
4,279
|
|
|
3,799
|
|
|
16,287
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
378
|
|
|
86,161
|
|
|
2,580
|
|
|
89,119
|
|
||||
Fee-Generating AUM based on NAV
|
419
|
|
|
8,422
|
|
|
89
|
|
|
8,930
|
|
||||
Total Fee-Generating AUM
|
$
|
29,325
|
|
(1)
|
$
|
104,904
|
|
|
$
|
6,844
|
|
|
$
|
141,073
|
|
(1)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
March 31, 2016
|
|
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
|
9,677
|
|
|
4,328
|
|
|
4,024
|
|
|
18,029
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
451
|
|
|
78,270
|
|
|
2,046
|
|
|
80,767
|
|
||||
Fee-Generating AUM based on NAV
|
—
|
|
|
6,201
|
|
|
118
|
|
|
6,319
|
|
||||
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 December 31, 2015
|
||||||||||||||
|
Private
Equity
|
|
Credit
|
|
Real
Estate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
20,315
|
|
|
$
|
5,787
|
|
|
$
|
376
|
|
|
$
|
26,478
|
|
Fee-Generating AUM based on invested capital
|
8,094
|
|
|
3,860
|
|
|
4,180
|
|
|
16,134
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
506
|
|
|
83,728
|
|
|
2,671
|
|
|
86,905
|
|
||||
Fee-Generating AUM based on NAV
|
343
|
|
|
8,147
|
|
|
90
|
|
|
8,580
|
|
||||
Total Fee-Generating AUM
|
$
|
29,258
|
|
(1)
|
$
|
101,522
|
|
|
$
|
7,317
|
|
|
$
|
138,097
|
|
(1)
|
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at
December 31, 2015
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
March 31, |
|
As of December 31
|
|
As of
March 31, |
|
As of December 31
|
||||||||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2016
|
|
2015
|
|
2015
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Traditional Private Equity Funds
(1)
|
$
|
30,647
|
|
|
$
|
34,998
|
|
|
$
|
30,665
|
|
|
$
|
24,826
|
|
|
$
|
27,168
|
|
|
$
|
24,826
|
|
Natural Resources
|
3,120
|
|
|
1,346
|
|
|
2,909
|
|
|
2,654
|
|
|
1,295
|
|
|
2,436
|
|
||||||
Other
(2)
|
3,935
|
|
|
4,189
|
|
|
3,928
|
|
|
1,845
|
|
|
1,736
|
|
|
1,996
|
|
||||||
Total
|
$
|
37,702
|
|
|
$
|
40,533
|
|
|
$
|
37,502
|
|
|
$
|
29,325
|
|
|
$
|
30,199
|
|
|
$
|
29,258
|
|
(1)
|
Refers to Apollo Investment Fund I, L.P. (“Fund I”), AIF II, L.P. (“Fund II”), MIA, Apollo Investment Fund III, L.P. (together with its parallel funds, “Fund III”), Fund IV, Fund V, Fund VI, Fund VII and Fund VIII.
|
(2)
|
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
|
||||||||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2016
|
|
2015
|
|
2015
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Liquid/Performing
|
$
|
36,789
|
|
|
$
|
35,094
|
|
|
$
|
37,242
|
|
|
$
|
30,903
|
|
|
$
|
30,006
|
|
|
$
|
30,603
|
|
Drawdown
|
20,088
|
|
|
18,395
|
|
|
19,112
|
|
|
11,743
|
|
|
10,317
|
|
|
11,130
|
|
||||||
Permanent capital vehicles ex Athene Non-Sub-Advised
(1)
|
14,993
|
|
|
12,117
|
|
|
15,058
|
|
|
10,274
|
|
|
7,222
|
|
|
9,840
|
|
||||||
Athene Non-Sub-Advised
(1)
|
51,984
|
|
|
47,313
|
|
|
49,949
|
|
|
51,984
|
|
|
47,313
|
|
|
49,949
|
|
||||||
Total
|
$
|
123,854
|
|
|
$
|
112,919
|
|
|
$
|
121,361
|
|
|
$
|
104,904
|
|
|
$
|
94,858
|
|
|
$
|
101,522
|
|
(1)
|
As of March 31, 2016, Athene Non-Sub-Advised includes $46.6 billion of Athene Asset Management AUM and $5.4 billion of AUM related to Athene Germany (for which a different Apollo subsidiary provides investment advisory services), respectively, but excludes
$13.9 billion
of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo.
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
March 31, |
|
As of December 31
|
|
As of
March 31, |
|
As of December 31
|
||||||||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2016
|
|
2015
|
|
2015
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Debt
|
$
|
7,768
|
|
|
$
|
6,965
|
|
|
$
|
7,737
|
|
|
$
|
5,335
|
|
|
$
|
5,026
|
|
|
$
|
5,477
|
|
Equity
|
3,189
|
|
|
2,531
|
|
|
3,523
|
|
|
1,509
|
|
|
1,169
|
|
|
1,840
|
|
||||||
Total
|
$
|
10,957
|
|
|
$
|
9,496
|
|
|
$
|
11,260
|
|
|
$
|
6,844
|
|
|
$
|
6,195
|
|
|
$
|
7,317
|
|
|
For the Three Months Ended March 31,
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Total AUM
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning of Period
|
$
|
37,502
|
|
|
$
|
121,361
|
|
|
$
|
11,260
|
|
|
$
|
170,123
|
|
|
$
|
41,299
|
|
|
$
|
108,960
|
|
|
$
|
9,538
|
|
|
$
|
159,797
|
|
Inflows
|
482
|
|
|
3,663
|
|
|
432
|
|
|
4,577
|
|
|
53
|
|
|
4,386
|
|
|
461
|
|
|
4,900
|
|
||||||||
Outflows
(2)
|
(306
|
)
|
|
(1,374
|
)
|
|
—
|
|
|
(1,680
|
)
|
|
(470
|
)
|
|
(27
|
)
|
|
(21
|
)
|
|
(518
|
)
|
||||||||
Net Flows
|
176
|
|
|
2,289
|
|
|
432
|
|
|
2,897
|
|
|
(417
|
)
|
|
4,359
|
|
|
440
|
|
|
4,382
|
|
||||||||
Realizations
|
(21
|
)
|
|
(320
|
)
|
|
(798
|
)
|
|
(1,139
|
)
|
|
(611
|
)
|
|
(342
|
)
|
|
(426
|
)
|
|
(1,379
|
)
|
||||||||
Market Activity
(3)(4)
|
45
|
|
|
524
|
|
|
63
|
|
|
632
|
|
|
262
|
|
|
(58
|
)
|
|
(56
|
)
|
|
148
|
|
||||||||
End of Period
|
$
|
37,702
|
|
|
$
|
123,854
|
|
|
$
|
10,957
|
|
|
$
|
172,513
|
|
|
$
|
40,533
|
|
|
$
|
112,919
|
|
|
$
|
9,496
|
|
|
$
|
162,948
|
|
(1)
|
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.
|
(2)
|
Outflows for Total AUM include redemptions of
$347.3 million
and
$47.3 million
during the years ended
March 31, 2016
and
2015
, respectively.
|
(3)
|
Includes foreign exchange impacts of
$59.8 million
, $425.5 million and
$9.6 million
for private equity, credit and real estate, respectively, during the three months ended
March 31, 2016
.
|
(4)
|
Includes foreign exchange impacts of
$(172.0) million
, $(445.3) million and
$(159.6) million
for private equity, credit and real estate, respectively, during the three months ended
March 31, 2015
.
|
•
|
a
$2.3 billion
increase related to funds we manage in the credit segment primarily consisting of subscriptions of $1.4 billion, an increase in Assets Under Management relating to Athene Holding of $1.3 billion, $0.6 billion in acquisitions by MidCap, and net segment transfers of $0.2 billion, offset by a decrease in leverage of $1.0 billion primarily attributable to certain credit hedge funds and redemptions of $0.3 billion;
|
•
|
a
$0.2 billion
increase related to funds we manage in the private equity segment consisting of subscriptions attributable to Apollo Special Situations Fund, L.P. of $0.3 billion and ANRP II of $0.2 billion, offset by net segment transfers of $0.3 billion; and
|
•
|
a
$0.4 billion
increase related to funds we manage in the real estate segment primarily consisting of subscriptions of $0.2 billion, net segment transfers of $0.1 billion and a change in leverage of $0.1 billion.
|
•
|
$0.8 billion
related to funds we manage in the real estate segment primarily consisting of distributions of $0.4 billion from our real estate debt funds and $0.4 billion from our real estate equity funds; and
|
•
|
$0.3 billion
related to funds we manage in the credit segment primarily consisting of distributions of $0.1 billion and $0.1 billion in drawdown funds and liquid/performing funds, respectively.
|
|
For the Three Months Ended March 31,
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
|
Private Equity
|
|
Credit
|
|
Real Estate
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Fee-Generating AUM
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Beginning of Period
|
$
|
29,258
|
|
|
$
|
101,522
|
|
|
$
|
7,317
|
|
|
$
|
138,097
|
|
|
$
|
30,285
|
|
|
$
|
92,192
|
|
|
$
|
6,237
|
|
|
$
|
128,714
|
|
Inflows
|
281
|
|
|
3,891
|
|
|
117
|
|
|
4,289
|
|
|
—
|
|
|
3,300
|
|
|
322
|
|
|
3,622
|
|
||||||||
Outflows
(2)
|
(214
|
)
|
|
(608
|
)
|
|
(46
|
)
|
|
(868
|
)
|
|
(23
|
)
|
|
(306
|
)
|
|
(111
|
)
|
|
(440
|
)
|
||||||||
Net Flows
|
67
|
|
|
3,283
|
|
|
71
|
|
|
3,421
|
|
|
(23
|
)
|
|
2,994
|
|
|
211
|
|
|
3,182
|
|
||||||||
Realizations
(3)
|
—
|
|
|
(179
|
)
|
|
(547
|
)
|
|
(726
|
)
|
|
(62
|
)
|
|
(305
|
)
|
|
(222
|
)
|
|
(589
|
)
|
||||||||
Market Activity
(4)
|
—
|
|
|
278
|
|
|
3
|
|
|
281
|
|
|
(1
|
)
|
|
(23
|
)
|
|
(31
|
)
|
|
(55
|
)
|
||||||||
End of Period
|
$
|
29,325
|
|
|
$
|
104,904
|
|
|
$
|
6,844
|
|
|
$
|
141,073
|
|
|
$
|
30,199
|
|
|
$
|
94,858
|
|
|
$
|
6,195
|
|
|
$
|
131,252
|
|
(1)
|
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.
|
(2)
|
Outflows for Fee-Generating AUM include redemptions of
$290.0 million
and
$26.7 million
during the three months ended
March 31, 2016
and
2015
, respectively.
|
(3)
|
Includes foreign exchange impacts of
$386.6 million
and
$15.5 million
for credit and real estate, respectively, during the three months ended
March 31, 2016
.
|
(4)
|
Includes foreign exchange impacts of
$(351.0) million
and
$(87.7) million
for
credit and real estate, respectively, during the three months ended March 31, 2015.
|
•
|
a
$3.3 billion
increase related to funds we manage in the credit segment primarily consisting of a $1.3 billion increase in Assets Under Management relating to Athene Holding, fee-generating capital deployment of $1.0 billion, subscriptions of $0.7 billion, $0.6 billion in acquisitions by MidCap, an increase in leverage of $0.2 billion and $0.1 billion of net segment transfers. This was partially offset by $0.3 billion of redemptions and $0.3 billion of funds no longer generating fees.
|
•
|
$0.5 billion
related to funds we manage in the real estate segment primarily driven by distributions of $0.3 billion from our real estate debt funds and $0.3 billion from our real estate equity funds; and
|
•
|
$0.2 billion
related to funds we manage in the credit segment primarily driven by certain of our liquid/performing funds, including returns to CLO investors, and distributions of $0.1 billion from permanent capital vehicles.
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Private Equity
|
$
|
501
|
|
|
$
|
1,016
|
|
Credit
|
1,337
|
|
|
760
|
|
||
Real Estate
(1)
|
334
|
|
|
465
|
|
||
Total capital deployed
|
$
|
2,172
|
|
|
$
|
2,241
|
|
(1)
|
Included in capital deployed is
$302.0 million
and
$418.0 million
for the
three months ended March 31, 2016
and
2015
, respectively, related to funds in Apollo’s real estate debt strategy.
|
|
As of
March 31, 2016 |
|
As of
December 31, 2015 |
||||
|
(in millions)
|
||||||
Private Equity
|
$
|
19,278
|
|
|
$
|
19,487
|
|
Credit
|
8,085
|
|
|
8,557
|
|
||
Real Estate
|
1,296
|
|
|
984
|
|
||
Total uncalled commitments
(1)
|
$
|
28,659
|
|
|
$
|
29,028
|
|
(1)
|
As of
March 31, 2016
and
December 31, 2015
,
$25.6 billion
and
$26.1 billion
, respectively, represented the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of our funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
March 31, 2016 |
|
||||||||||||||||||
($ in millions)
|
|
Vintage
Year |
|
Total AUM
|
|
Committed
Capital |
|
Total Invested Capital
(1)
|
|
Realized Value
(1)
|
|
Remaining Cost
(1)
|
|
Unrealized Value
(1)
|
|
Total Value
(1)
|
|
Gross
IRR (1) |
|
Net
IRR (1) |
|
||||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fund VIII
|
|
2013
|
|
$
|
18,807
|
|
|
$
|
18,377
|
|
|
$
|
5,035
|
|
|
$
|
170
|
|
|
$
|
4,889
|
|
|
$
|
5,661
|
|
|
$
|
5,831
|
|
|
19
|
%
|
|
4
|
%
|
|
Fund VII
|
|
2008
|
|
7,481
|
|
|
14,677
|
|
|
15,881
|
|
|
28,498
|
|
|
3,975
|
|
|
4,299
|
|
|
32,797
|
|
|
35
|
|
|
27
|
|
|
|||||||
Fund VI
|
|
2006
|
|
3,923
|
|
|
10,136
|
|
|
12,457
|
|
|
17,948
|
|
|
3,560
|
|
|
3,181
|
|
|
21,129
|
|
|
12
|
|
|
10
|
|
|
|||||||
Fund V
|
|
2001
|
|
384
|
|
|
3,742
|
|
|
5,192
|
|
|
12,681
|
|
|
154
|
|
|
125
|
|
|
12,806
|
|
|
61
|
|
|
44
|
|
|
|||||||
Fund I, II, III, IV & MIA
(3)
|
|
Various
|
|
52
|
|
|
7,320
|
|
|
8,753
|
|
|
17,398
|
|
|
—
|
|
|
37
|
|
|
17,435
|
|
|
39
|
|
|
26
|
|
|
|||||||
Traditional Private Equity Funds
(4)
|
|
|
|
$
|
30,647
|
|
|
$
|
54,252
|
|
|
$
|
47,318
|
|
|
$
|
76,695
|
|
|
$
|
12,578
|
|
|
$
|
13,303
|
|
|
$
|
89,998
|
|
|
39
|
%
|
|
25
|
%
|
|
AION
|
|
2013
|
|
742
|
|
|
826
|
|
|
277
|
|
|
89
|
|
|
167
|
|
|
166
|
|
|
255
|
|
|
10
|
%
|
|
(6
|
)%
|
|
|||||||
ANRP I
|
|
2012
|
|
1,183
|
|
|
1,323
|
|
|
951
|
|
|
213
|
|
|
807
|
|
|
767
|
|
|
980
|
|
|
2
|
|
|
(4
|
)
|
|
|||||||
ANRP II
(5)
|
|
—
|
|
1,937
|
|
|
1,954
|
|
|
387
|
|
|
36
|
|
|
357
|
|
|
348
|
|
|
384
|
|
|
NM
|
|
(2)
|
NM
|
|
(2)
|
|||||||
Total Private Equity
(10)
|
|
|
|
$
|
34,509
|
|
|
$
|
58,355
|
|
|
$
|
48,933
|
|
|
$
|
77,033
|
|
|
$
|
13,909
|
|
|
$
|
14,584
|
|
|
$
|
91,617
|
|
|
|
|
|
|
||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Credit Opportunity Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
COF III
|
|
2014
|
|
$
|
2,968
|
|
|
$
|
3,426
|
|
|
$
|
3,521
|
|
|
$
|
868
|
|
|
$
|
2,526
|
|
|
$
|
2,036
|
|
|
$
|
2,904
|
|
|
(14
|
)%
|
|
(15
|
)%
|
|
COF I & II
|
|
2008
|
|
443
|
|
|
3,068
|
|
|
3,787
|
|
|
7,353
|
|
|
150
|
|
|
154
|
|
|
7,507
|
|
|
23
|
|
|
20
|
|
|
|||||||
European Principal Finance Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
EPF II
(6)
|
|
2012
|
|
3,810
|
|
|
3,455
|
|
|
3,553
|
|
|
1,219
|
|
|
2,335
|
|
|
3,101
|
|
|
4,320
|
|
|
17
|
|
|
8
|
|
|
|||||||
EPF I
(6)
|
|
2007
|
|
431
|
|
|
1,474
|
|
|
1,937
|
|
|
3,058
|
|
|
19
|
|
|
192
|
|
|
3,250
|
|
|
23
|
|
|
17
|
|
|
|||||||
Structured Credit Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
FCI II
|
|
2013
|
|
2,322
|
|
|
1,555
|
|
|
1,710
|
|
|
382
|
|
|
1,544
|
|
|
1,924
|
|
|
2,306
|
|
|
24
|
|
|
18
|
|
|
|||||||
FCI
|
|
2012
|
|
1,011
|
|
|
559
|
|
|
1,124
|
|
|
702
|
|
|
762
|
|
|
808
|
|
|
1,510
|
|
|
16
|
|
|
13
|
|
|
|||||||
SCRF III
(13)
|
|
2015
|
|
963
|
|
|
1,238
|
|
|
1,104
|
|
|
252
|
|
|
742
|
|
|
917
|
|
|
1,169
|
|
|
3
|
|
|
2
|
|
|
|||||||
SCRF I & II
(13)
|
|
Various
|
|
11
|
|
|
222
|
|
|
706
|
|
|
871
|
|
|
8
|
|
|
11
|
|
|
882
|
|
|
27
|
|
|
21
|
|
|
|||||||
Other Drawdown Funds & SIAs
(7)
|
|
Various
|
|
6,107
|
|
|
7,943
|
|
|
6,594
|
|
|
6,422
|
|
|
2,070
|
|
|
1,706
|
|
|
8,128
|
|
|
9
|
|
|
6
|
|
|
|||||||
Total Credit
(11)
|
|
|
|
$
|
18,066
|
|
|
$
|
22,940
|
|
|
$
|
24,036
|
|
|
$
|
21,127
|
|
|
$
|
10,156
|
|
|
$
|
10,849
|
|
|
$
|
31,976
|
|
|
|
|
|
|
||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. RE Fund II
(5)
|
|
—
|
|
$
|
404
|
|
|
$
|
395
|
|
|
$
|
259
|
|
|
$
|
12
|
|
|
$
|
255
|
|
|
$
|
266
|
|
|
$
|
278
|
|
|
NM
|
|
(2)
|
NM
|
|
(2)
|
U.S. RE Fund I
(8)
|
|
2012
|
|
563
|
|
|
659
|
|
|
634
|
|
|
518
|
|
|
300
|
|
|
382
|
|
|
900
|
|
|
18
|
%
|
|
14
|
%
|
|
|||||||
AGRE Debt Fund I
|
|
2011
|
|
914
|
|
|
1,583
|
|
|
1,287
|
|
|
896
|
|
|
602
|
|
|
576
|
|
|
1,472
|
|
|
8
|
|
|
6
|
|
|
|||||||
CPI Funds
(9)
|
|
Various
|
|
1,030
|
|
|
5,024
|
|
|
2,535
|
|
|
2,547
|
|
|
391
|
|
|
144
|
|
|
2,691
|
|
|
16
|
|
|
12
|
|
|
|||||||
Total Real Estate
(12)
|
|
|
|
$
|
2,911
|
|
|
$
|
7,661
|
|
|
$
|
4,715
|
|
|
$
|
3,973
|
|
|
$
|
1,548
|
|
|
$
|
1,368
|
|
|
$
|
5,341
|
|
|
|
|
|
|
(1)
|
Refer to the definitions of Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value, Total Value, Gross IRR and Net IRR described elsewhere in this report.
|
(2)
|
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
|
(3)
|
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, combined with Fund IV, is presented to illustrate fund performance associated with Apollo’s Managing Partners and other investment professionals.
|
(4)
|
Total IRR is calculated based on total cash flows for all funds presented.
|
(5)
|
ANRP II and U.S. RE Fund II were launched prior to
March 31, 2016
and have not established their vintage year.
|
(6)
|
Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to
$1.14
as of
March 31, 2016
.
|
(7)
|
Amounts presented have been aggregated for (i) drawdown funds with AUM greater than $500 million that do not form part of a flagship series of funds and (ii) SIAs with AUM greater than $200 million that do 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
$1.14
as of
March 31, 2016
. Additionally, certain SIAs totaling $1.6 billion of AUM have been excluded from Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value and Total Value. These SIAs have an
|
(8)
|
U.S. RE Fund I, a closed-end private investment fund, has
$150 million
of co-investment commitments raised, which are included in the figures in the table. A co-invest entity within U.S. RE Fund I is denominated in GBP and translated into U.S. dollars at an exchange rate of £1.00 to
$1.44
as of
March 31, 2016
.
|
(9)
|
As part of the acquisition of Citi Property Investors (“CPI”), Apollo acquired general partner interests in fully invested funds. CPI Funds refers to CPI Capital Partners North America, CPI Capital Partners Asia Pacific, CPI Capital Partners Europe and other CPI 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. For CPI Capital Partners North America, CPI Capital Partners Asia Pacific and CPI Capital Partners Europe, the gross and net IRRs are presented in the investment record table since acquisition on November 12, 2010. The aggregate net IRR for these funds from their inception to
March 31, 2016
was (1)%. This net IRR was 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.
|
(10)
|
Certain private equity co-investment vehicles and funds with AUM less than $500 million have been excluded. These co-investment vehicles and funds had
$3.2 billion
of aggregate AUM as of
March 31, 2016
.
|
(11)
|
Certain credit funds and SIAs with AUM less than $500 million and $200 million, respectively, have been excluded. These funds and SIAs had
$2.0 billion
of aggregate AUM as of
March 31, 2016
.
|
(12)
|
Certain accounts owned by or related to Athene, certain co-investment vehicles and certain funds with AUM less than $500 million have been excluded. These accounts, co-investment vehicles and funds had
$5.1 billion
of aggregate AUM as of
March 31, 2016
.
|
(13)
|
Remaining cost for certain of our credit funds may include physical cash called, invested or reserved for certain levered investments.
|
|
Total Invested
Capital |
|
Total Value
|
|
Gross IRR
|
|||||
|
(in millions)
|
|
|
|||||||
Distressed for Control
|
$
|
6,898
|
|
|
$
|
18,055
|
|
|
29
|
%
|
Non-Control Distressed
|
6,250
|
|
|
8,601
|
|
|
71
|
|
||
Total
|
13,148
|
|
|
26,656
|
|
|
49
|
|
||
Corporate Carve-outs, Opportunistic Buyouts and Other Credit
(1)
|
34,170
|
|
|
63,342
|
|
|
22
|
|
||
Total
|
$
|
47,318
|
|
|
$
|
89,998
|
|
|
39
|
%
|
(1)
|
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)
|
||||||
Corporate Carve-outs
|
$
|
2,222
|
|
|
$
|
2,421
|
|
Opportunistic Buyouts
|
2,341
|
|
|
2,909
|
|
||
Distressed
|
472
|
|
|
501
|
|
||
Total
|
$
|
5,035
|
|
|
$
|
5,831
|
|
|
Total Invested
Capital |
|
Total Value
|
||||
|
(in millions)
|
||||||
Corporate Carve-outs
|
$
|
2,298
|
|
|
$
|
5,432
|
|
Opportunistic Buyouts
|
4,111
|
|
|
9,223
|
|
||
Distressed/Other Credit
(2)
|
9,472
|
|
|
18,142
|
|
||
Total
|
$
|
15,881
|
|
|
$
|
32,797
|
|
|
Total Invested
Capital |
|
Total Value
|
||||
|
(in millions)
|
||||||
Corporate Carve-outs
|
$
|
3,216
|
|
|
$
|
3,926
|
|
Opportunistic Buyouts
|
6,555
|
|
|
12,257
|
|
||
Distressed/Other Credit
(2)
|
2,686
|
|
|
4,946
|
|
||
Total
|
$
|
12,457
|
|
|
$
|
21,129
|
|
|
Total Invested
Capital |
|
Total Value
|
||||
|
(in millions)
|
||||||
Corporate Carve-outs
|
$
|
1,605
|
|
|
$
|
4,977
|
|
Opportunistic Buyouts
|
2,165
|
|
|
5,332
|
|
||
Distressed
|
1,422
|
|
|
2,497
|
|
||
Total
|
$
|
5,192
|
|
|
$
|
12,806
|
|
(1)
|
Committed capital less unfunded capital commitments for Fund VIII and Fund VII was $5.7 billion and $13.8 billion, respectively, which represents capital commitments from limited partners to invest in such funds less capital that is available for investment or reinvestment subject to the provisions of the applicable limited partnership agreement or other governing agreements.
|
(2)
|
The Distressed investment strategy includes distressed for control, non-control distressed and other credit.
|
|
As of March 31, 2016
|
|
Gross Returns
|
|
Net Returns
|
||||||||||||||
Category
|
AUM
|
|
Fee-Generating AUM
|
|
Carry-Eligible AUM
|
|
Carry-Generating AUM
|
|
For the Three Months Ended March 31, 2016
(1)
|
||||||||||
|
(in millions)
|
|
|
|
|
||||||||||||||
Liquid/Performing
|
$
|
36,789
|
|
|
$
|
30,903
|
|
|
$
|
21,218
|
|
|
$
|
8,529
|
|
|
1.1%
|
|
1.0%
|
Drawdown
(2)
|
20,088
|
|
|
11,743
|
|
|
17,936
|
|
|
5,973
|
|
|
1.6
|
|
1.2
|
||||
Permanent capital vehicles ex Athene Non-Sub-Advised
(3)
|
14,993
|
|
|
10,274
|
|
|
9,062
|
|
|
8,483
|
|
|
0.5
|
|
(0.2)
|
||||
Athene Non-Sub-Advised
(3)
|
51,984
|
|
|
51,984
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
||||
Total Credit
|
$
|
123,854
|
|
|
$
|
104,904
|
|
|
$
|
48,216
|
|
|
$
|
22,985
|
|
|
1.1%
|
|
0.9%
|
(1)
|
The gross and net returns for the three months ended
March 31, 2016
for total credit excludes 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, 2016
, significant drawdown funds and SIAs had inception-to-date gross and net IRRs of
16.1% and 12.3%
, respectively. Significant drawdown funds and SIAs include funds and SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs.
|
(3)
|
As of March 31, 2016, Athene Non-Sub-Advised includes $46.6 billion and $5.4 billion of AUM of Athene Asset Management and Athene Germany (for which a different Apollo subsidiary provides investment advisory services), respectively, but excludes
$13.9 billion
of AUM that was either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo.
|
|
|
|
|
|
|
Net Returns
|
||||||
|
|
Vintage
Year |
|
Total AUM
|
|
For the Three Months Ended March 31, 2016
|
|
For the Three Months Ended March 31, 2015
|
||||
Credit:
|
|
|
|
(in millions)
|
|
|
|
|
||||
Hedge Funds
(1)
|
|
Various
|
|
$
|
6,353
|
|
|
2
|
%
|
|
2
|
%
|
CLOs
(2)
|
|
Various
|
|
13,783
|
|
|
2
|
|
|
2
|
|
|
SIAs / Other
(3)
|
|
Various
|
|
15,503
|
|
|
—
|
|
|
2
|
|
|
Total
|
|
|
|
$
|
35,639
|
|
|
|
|
|
(1)
|
Hedge funds includes Apollo Credit Strategies Master Fund Ltd., Apollo Credit Master Fund Ltd., Apollo Credit Short Opportunities Fund and Apollo Value Strategic Fund, L.P.
|
(2)
|
CLO returns are calculated based on gross return on invested assets, which excludes cash.
|
(3)
|
SIAs / Other excludes $1.2 billion of AUM related to advisory assets under management.
|
|
|
|
|
|
|
Total Returns
(1)
|
|
||||||
|
|
IPO Year
(2)
|
|
Total AUM
|
|
For the Three Months Ended March 31, 2016
|
|
For the Three Months Ended March 31, 2015
|
|
||||
Credit:
|
|
|
|
(in millions)
|
|
|
|
|
|
||||
MidCap
(3)
|
|
N/A
|
|
$
|
5,843
|
|
|
NM
|
|
(4)
|
NM
|
|
(4)
|
AIF
|
|
2013
|
|
363
|
|
|
1
|
%
|
|
4
|
%
|
|
|
AFT
|
|
2011
|
|
414
|
|
|
2
|
|
|
9
|
|
|
|
AMTG
(5)
|
|
2011
|
|
3,662
|
|
|
16
|
|
|
4
|
|
|
|
AINV
(6)
|
|
2004
|
|
5,382
|
|
|
10
|
|
|
6
|
|
|
|
Real Estate:
|
|
|
|
|
|
|
|
|
|
||||
ARI
|
|
2009
|
|
2,920
|
|
|
(3
|
)%
|
|
8
|
%
|
|
|
Total
|
|
|
|
$
|
18,584
|
|
|
|
|
|
|
(1)
|
Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commission.
|
(2)
|
IPO year represents the year in which the vehicle commenced trading on a national securities exchange.
|
(3)
|
MidCap is not a publicly traded vehicle and therefore IPO year is not applicable.
|
(4)
|
Returns have not been presented as the Permanent Capital Vehicle commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
|
(5)
|
All amounts are as of
December 31, 2015
, except for total returns. Refer to www.apolloresidentialmortgage.com for the most recent financial information on AMTG. The information contained on AMTG’s website is not part of this report.
|
(6)
|
All amounts are as of
December 31, 2015
, except for total returns. 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 report. Includes $1.4 billion of AUM related to a non-traded business development company sub-advised by Apollo. Total returns exclude performance of the non-traded business development company.
|
•
|
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, 2016 |
|
For the Three Months Ended March 31, 2016
|
||||||||||||
|
Carried Interest Receivable on an Unconsolidated Basis
|
|
Unrealized
Carried Interest
Income (Loss)
|
|
Realized
Carried Interest
Income (Loss)
|
|
Total
Carried Interest
Income (Loss)
|
||||||||
|
(in thousands)
|
||||||||||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
||||||||
Fund VII
(1)
|
$
|
18,681
|
|
|
$
|
(50,051
|
)
|
|
$
|
—
|
|
|
$
|
(50,051
|
)
|
Fund VI
(1)
|
19,044
|
|
|
(33,516
|
)
|
|
—
|
|
|
(33,516
|
)
|
||||
Fund V
|
—
|
|
(3)
|
1,584
|
|
|
—
|
|
|
1,584
|
|
||||
Fund IV
|
7,312
|
|
|
1,116
|
|
|
—
|
|
|
1,116
|
|
||||
AAA/Other
(2)
|
180,907
|
|
(3)
|
(65,467
|
)
|
|
—
|
|
|
(65,467
|
)
|
||||
Total Private Equity Funds
|
225,944
|
|
|
(146,334
|
)
|
|
—
|
|
|
(146,334
|
)
|
||||
Total Private Equity Funds, net of profit share
|
153,035
|
|
|
(88,960
|
)
|
|
—
|
|
|
(88,960
|
)
|
||||
Credit Category:
|
|
|
|
|
|
|
|
||||||||
Drawdown
|
148,977
|
|
(3)
|
(18,976
|
)
|
|
19,999
|
|
|
1,023
|
|
||||
Liquid/Performing
|
58,532
|
|
|
(5,013
|
)
|
|
16,236
|
|
|
11,223
|
|
||||
Permanent capital vehicles ex AAM
|
32,877
|
|
|
2,809
|
|
|
8,917
|
|
|
11,726
|
|
||||
Total Credit Funds
|
240,386
|
|
|
(21,180
|
)
|
|
45,152
|
|
|
23,972
|
|
||||
Total Credit Funds, net of profit share
|
66,946
|
|
|
(12,043
|
)
|
|
14,590
|
|
|
2,547
|
|
||||
Real Estate Funds:
|
|
|
|
|
|
|
|
||||||||
CPI Funds
|
1,936
|
|
|
588
|
|
|
—
|
|
|
588
|
|
||||
U.S. RE Fund I
|
15,976
|
|
|
(3,021
|
)
|
|
3,541
|
|
|
520
|
|
||||
U.S. RE Fund II
|
583
|
|
|
583
|
|
|
—
|
|
|
583
|
|
||||
Other
|
5,578
|
|
|
(1,527
|
)
|
|
1,230
|
|
|
(297
|
)
|
||||
Total Real Estate Funds
|
24,073
|
|
|
(3,377
|
)
|
|
4,771
|
|
|
1,394
|
|
||||
Total Real Estate Funds, net of profit share
|
12,918
|
|
|
(2,206
|
)
|
|
1,143
|
|
|
(1,063
|
)
|
||||
Total
|
$
|
490,403
|
|
|
$
|
(170,891
|
)
|
|
$
|
49,923
|
|
|
$
|
(120,968
|
)
|
Total, net of profit share
|
$
|
232,899
|
|
(4)
|
$
|
(103,209
|
)
|
|
$
|
15,733
|
|
|
$
|
(87,476
|
)
|
(1)
|
As of
March 31, 2016
, the remaining investments and escrow cash of Fund VII and Fund VI were valued at
102%
and
89%
of the fund’s unreturned capital, respectively, which were below the required escrow ratio of 115%. As a result, these funds are 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. As of
March 31, 2016
, Fund VI had
$167.6 million
of gross carried interest income, or
$110.7 million
net of profit sharing, in escrow. Of these amounts, assuming a hypothetical liquidation on
March 31, 2016
,
$19.0 million
of gross carried interest, or
$12.6 million
net of profit sharing, would be paid to the general partner. As of
March 31, 2016
, Fund VII had no carried interest held in escrow. With respect to Fund VII and Fund VI, realized carried interest income currently distributed to the general partner is limited to tax distributions per the fund’s partnership agreement.
|
(2)
|
As of
March 31, 2016
, AAA includes
$155.9 million
of carried interest receivable, or $
103.5 million
net of profit sharing, from 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. In addition, Other includes certain SIAs.
|
(3)
|
As of
March 31, 2016
, Fund V, APC, ANRP I, ACLF, and certain SIAs within the credit segment had
$9.2 million
,
$2.1 million
,
$3.4 million
,
$26.4 million
and
$33.0 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, APC, ANRP I, ACLF, and certain SIAs within the credit segment was
$61.2 million
,
$15.0 million
,
$244.8 million
,
$66.4 million
, and
$239.6 million
, respectively, as of
March 31, 2016
.
|
(4)
|
As of
March 31, 2016
there was a corresponding profit sharing payable of
$257.5 million
, including profit sharing payable related to amounts in escrow and contingent consideration obligations of
$74.1 million
, respectively.
|
|
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,
2016
(3)
|
|
Maximum Carried
Interest Income
Subject to
Potential Reversal
(4)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Private Equity Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund VII
|
$
|
18.7
|
|
|
$
|
3,091.8
|
|
|
$
|
3,110.5
|
|
|
$
|
—
|
|
|
$
|
568.2
|
|
Fund VI
|
19.0
|
|
|
1,658.9
|
|
|
1,677.9
|
|
|
—
|
|
|
1,131.7
|
|
|||||
Fund V
|
—
|
|
|
1,455.0
|
|
|
1,455.0
|
|
|
9.2
|
|
|
18.7
|
|
|||||
Fund IV
|
7.3
|
|
|
597.8
|
|
|
605.1
|
|
|
—
|
|
|
7.4
|
|
|||||
AAA/Other
|
180.9
|
|
|
168.7
|
|
|
349.6
|
|
|
3.4
|
|
|
180.9
|
|
|||||
Total Private Equity Funds
|
225.9
|
|
|
6,972.2
|
|
|
7,198.1
|
|
|
12.6
|
|
|
1,906.9
|
|
|||||
Credit Category
(5)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Drawdown
|
149.0
|
|
|
929.2
|
|
|
1,078.2
|
|
|
61.5
|
|
|
254.0
|
|
|||||
Liquid/Performing
|
58.5
|
|
|
401.1
|
|
|
459.6
|
|
|
—
|
|
|
68.1
|
|
|||||
Permanent capital vehicles ex AAM
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|||||
Total Credit Funds
|
220.7
|
|
|
1,330.3
|
|
|
1,551.0
|
|
|
61.5
|
|
|
335.3
|
|
|||||
Real Estate Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
CPI Funds
|
1.9
|
|
|
8.3
|
|
|
10.2
|
|
|
—
|
|
|
1.9
|
|
|||||
U.S. RE Fund I
|
16.0
|
|
|
8.2
|
|
|
24.2
|
|
|
—
|
|
|
21.2
|
|
|||||
U.S. RE Fund II
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||||
Other
|
5.6
|
|
|
3.0
|
|
|
8.6
|
|
|
—
|
|
|
5.6
|
|
|||||
Total Real Estate Funds
|
24.1
|
|
|
19.5
|
|
|
43.6
|
|
|
—
|
|
|
29.3
|
|
|||||
Total
|
$
|
470.7
|
|
|
$
|
8,322.0
|
|
|
$
|
8,792.7
|
|
|
$
|
74.1
|
|
|
$
|
2,271.5
|
|
(1)
|
Certain funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.14 as of
March 31, 2016
.
|
(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, 2016
. 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, 2016
. 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, 2016
. 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 |
|||||||||
|
2016
|
|
2015
(1)
|
|
||||||||||
Revenues:
|
(in thousands)
|
|
|
|||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
7,999
|
|
|
$
|
9,543
|
|
|
$
|
(1,544
|
)
|
|
(16.2
|
)%
|
Management fees from affiliates
|
233,795
|
|
|
224,889
|
|
|
8,906
|
|
|
4.0
|
%
|
|||
Carried interest income (loss) from affiliates
|
(120,968
|
)
|
|
68,592
|
|
|
(189,560
|
)
|
|
NM
|
|
|||
Total Revenues
|
120,826
|
|
|
303,024
|
|
|
(182,198
|
)
|
|
(60.1
|
)%
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|||||||
Salary, bonus and benefits
|
97,234
|
|
|
87,633
|
|
|
9,601
|
|
|
11.0
|
%
|
|||
Equity-based compensation
|
14,002
|
|
|
20,103
|
|
|
(6,101
|
)
|
|
(30.3
|
)%
|
|||
Profit sharing expense
|
(37,605
|
)
|
|
48,629
|
|
|
(86,234
|
)
|
|
NM
|
|
|||
Total compensation and benefits
|
73,631
|
|
|
156,365
|
|
|
(82,734
|
)
|
|
(52.9
|
)%
|
|||
Interest expense
|
7,873
|
|
|
7,440
|
|
|
433
|
|
|
5.8
|
%
|
|||
General, administrative and other
|
27,744
|
|
|
22,771
|
|
|
4,973
|
|
|
21.8
|
%
|
|||
Professional fees
|
16,434
|
|
|
14,964
|
|
|
1,470
|
|
|
9.8
|
%
|
|||
Occupancy
|
9,822
|
|
|
9,958
|
|
|
(136
|
)
|
|
(1.4
|
)%
|
|||
Placement fees
|
1,764
|
|
|
1,520
|
|
|
244
|
|
|
16.1
|
%
|
|||
Depreciation and amortization
|
4,631
|
|
|
10,978
|
|
|
(6,347
|
)
|
|
(57.8
|
)%
|
|||
Total Expenses
|
141,899
|
|
|
223,996
|
|
|
(82,097
|
)
|
|
(36.7
|
)%
|
|||
Other Income (Loss):
|
|
|
|
|
|
|
|
|||||||
Net gains (losses) from investment activities
|
(56,469
|
)
|
|
2,118
|
|
|
(58,587
|
)
|
|
NM
|
|
|||
Net gains from investment activities of consolidated variable interest entities
|
1,319
|
|
|
1,328
|
|
|
(9
|
)
|
|
(0.7
|
)%
|
|||
Loss from equity method investments
|
(3,817
|
)
|
|
(1,061
|
)
|
|
(2,756
|
)
|
|
259.8
|
%
|
|||
Interest income
|
585
|
|
|
725
|
|
|
(140
|
)
|
|
(19.3
|
)%
|
|||
Other income (loss), net
|
(253
|
)
|
|
4,874
|
|
|
(5,127
|
)
|
|
NM
|
|
|||
Total Other Income (Loss)
|
(58,635
|
)
|
|
7,984
|
|
|
(66,619
|
)
|
|
NM
|
|
|||
Income before income tax (provision) benefit
|
(79,708
|
)
|
|
87,012
|
|
|
(166,720
|
)
|
|
NM
|
|
|||
Income tax (provision) benefit
|
5,147
|
|
|
(5,514
|
)
|
|
10,661
|
|
|
NM
|
|
|||
Net Income (Loss)
|
(74,561
|
)
|
|
81,498
|
|
|
(156,059
|
)
|
|
NM
|
|
|||
Net (income) loss attributable to Non-Controlling Interests
|
41,733
|
|
|
(50,571
|
)
|
|
92,304
|
|
|
NM
|
|
|||
Net Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
(32,828
|
)
|
|
$
|
30,927
|
|
|
$
|
(63,755
|
)
|
|
NM
|
|
(1)
|
Apollo adopted new U.S. GAAP consolidation and CFE guidance during the second quarter of 2015 and applied the guidance on a modified retrospective basis, which resulted in the deconsolidation of certain funds as of January 1, 2015 and a measurement alternative of the financial assets and liabilities of the remaining consolidated CLOs. As such, prior periods have been adjusted from those previously disclosed to reflect adoption of the new accounting guidance. See note
2
to the
condensed consolidated
financial statements for details regarding the Company’s adoption of the new consolidation and CFE guidance.
|
(2)
|
Note: “NM” denotes not meaningful. Changes from negative to positive amounts and positive to negative amounts are not considered meaningful. Increases or decreases from zero and changes greater than 500% are also not considered meaningful.
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net income (loss)
|
$
|
(74,561
|
)
|
|
$
|
81,498
|
|
Net income (loss) attributable to Non-Controlling Interests in consolidated entities
|
(2,035
|
)
|
|
(2,559
|
)
|
||
Net income (loss) after Non-Controlling Interests in consolidated entities
|
(76,596
|
)
|
|
78,939
|
|
||
Adjustments:
|
|
|
|
||||
Income tax provision (benefit)
(1)
|
(5,147
|
)
|
|
5,514
|
|
||
NYC UBT and foreign tax provision (benefit)
(2)
|
951
|
|
|
(875
|
)
|
||
Net loss in non-Apollo Operating Group entities
|
20
|
|
|
237
|
|
||
Total adjustments
|
(4,176
|
)
|
|
4,876
|
|
||
Net income (loss) after adjustments
|
(80,772
|
)
|
|
83,815
|
|
||
Approximate weighted average ownership percentage of Apollo Operating Group
|
54.2
|
%
|
|
57.3
|
%
|
||
Net income (loss) attributable to Non-Controlling Interests in Apollo Operating Group
|
$
|
(43,768
|
)
|
|
$
|
48,012
|
|
(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, 2016
|
|
For the Three Months Ended March 31, 2015
|
|
|
|||||||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
|
Total Change
|
|
Percentage Change
|
|||||||||||||||
|
(in thousands)
|
|
|
|||||||||||||||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
2,713
|
|
|
$
|
—
|
|
|
$
|
2,713
|
|
|
$
|
3,841
|
|
|
$
|
—
|
|
|
$
|
3,841
|
|
|
$
|
(1,128
|
)
|
|
(29.4
|
)%
|
Management fees from affiliates
|
74,918
|
|
|
—
|
|
|
74,918
|
|
|
74,597
|
|
|
—
|
|
|
74,597
|
|
|
321
|
|
|
0.4
|
|
|||||||
Carried interest income (loss) from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized losses
(1)
|
—
|
|
|
(146,335
|
)
|
|
(146,335
|
)
|
|
—
|
|
|
(21,109
|
)
|
|
(21,109
|
)
|
|
(125,226
|
)
|
|
NM
|
|
|||||||
Realized gains
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,035
|
|
|
76,035
|
|
|
(76,035
|
)
|
|
(100.0
|
)
|
|||||||
Total carried interest income (loss) from affiliates
|
—
|
|
|
(146,335
|
)
|
|
(146,335
|
)
|
|
—
|
|
|
54,926
|
|
|
54,926
|
|
|
(201,261
|
)
|
|
NM
|
|
|||||||
Total Revenues
|
77,631
|
|
|
(146,335
|
)
|
|
(68,704
|
)
|
|
78,438
|
|
|
54,926
|
|
|
133,364
|
|
|
(202,068
|
)
|
|
NM
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Salary, bonus and benefits
|
32,074
|
|
|
—
|
|
|
32,074
|
|
|
31,283
|
|
|
—
|
|
|
31,283
|
|
|
791
|
|
|
2.5
|
|
|||||||
Equity-based compensation
|
7,385
|
|
|
—
|
|
|
7,385
|
|
|
9,056
|
|
|
—
|
|
|
9,056
|
|
|
(1,671
|
)
|
|
(18.5
|
)
|
|||||||
Profit sharing expense
|
—
|
|
|
(57,374
|
)
|
|
(57,374
|
)
|
|
—
|
|
|
28,799
|
|
|
28,799
|
|
|
(86,173
|
)
|
|
NM
|
|
|||||||
Total compensation and benefits
|
39,459
|
|
|
(57,374
|
)
|
|
(17,915
|
)
|
|
40,339
|
|
|
28,799
|
|
|
69,138
|
|
|
(87,053
|
)
|
|
NM
|
|
|||||||
Other expenses
|
16,725
|
|
|
—
|
|
|
16,725
|
|
|
15,185
|
|
|
—
|
|
|
15,185
|
|
|
1,540
|
|
|
10.1
|
|
|||||||
Total Expenses
|
56,184
|
|
|
(57,374
|
)
|
|
(1,190
|
)
|
|
55,524
|
|
|
28,799
|
|
|
84,323
|
|
|
(85,513
|
)
|
|
NM
|
|
|||||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest expense
|
—
|
|
|
(2,428
|
)
|
|
(2,428
|
)
|
|
—
|
|
|
(2,549
|
)
|
|
(2,549
|
)
|
|
121
|
|
|
(4.7
|
)%
|
|||||||
Net losses from investment activities
|
—
|
|
|
(4,106
|
)
|
|
(4,106
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,106
|
)
|
|
NM
|
|
|||||||
Income (loss) from equity method investments
|
—
|
|
|
(5,483
|
)
|
|
(5,483
|
)
|
|
—
|
|
|
5,483
|
|
|
5,483
|
|
|
(10,966
|
)
|
|
NM
|
|
|||||||
Other income (loss), net
|
(124
|
)
|
|
—
|
|
|
(124
|
)
|
|
1,459
|
|
|
162
|
|
|
1,621
|
|
|
(1,745
|
)
|
|
NM
|
|
|||||||
Total Other Income (Loss)
|
(124
|
)
|
|
(12,017
|
)
|
|
(12,141
|
)
|
|
1,459
|
|
|
3,096
|
|
|
4,555
|
|
|
(16,696
|
)
|
|
NM
|
|
|||||||
Economic Income (Loss)
|
$
|
21,323
|
|
|
$
|
(100,978
|
)
|
|
$
|
(79,655
|
)
|
|
$
|
24,373
|
|
|
$
|
29,223
|
|
|
$
|
53,596
|
|
|
$
|
(133,251
|
)
|
|
NM
|
|
(1)
|
Included in unrealized carried interest losses from affiliates for the
three months ended March 31, 2016
and 2015 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
12
to our
condensed consolidated
financial statements for further detail regarding the general partner obligation.
|
|
For the Three Months Ended March 31, 2016
|
|
For the Three Months Ended March 31, 2015
|
|
|
|||||||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
|
Total Change
|
|
Percentage Change
|
|||||||||||||||
|
(in thousands)
|
|
|
|||||||||||||||||||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
4,410
|
|
|
$
|
—
|
|
|
$
|
4,410
|
|
|
$
|
5,352
|
|
|
$
|
—
|
|
|
$
|
5,352
|
|
|
$
|
(942
|
)
|
|
(17.6
|
)%
|
Management fees from affiliates
|
142,511
|
|
|
—
|
|
|
142,511
|
|
|
139,452
|
|
|
—
|
|
|
139,452
|
|
|
3,059
|
|
|
2.2
|
|
|||||||
Carried interest income from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized losses
(1)
|
—
|
|
|
(21,179
|
)
|
|
(21,179
|
)
|
|
—
|
|
|
(45,770
|
)
|
|
(45,770
|
)
|
|
24,591
|
|
|
(53.7
|
)
|
|||||||
Realized gains
|
8,917
|
|
|
36,235
|
|
|
45,152
|
|
|
10,774
|
|
|
46,272
|
|
|
57,046
|
|
|
(11,894
|
)
|
|
(20.8
|
)
|
|||||||
Total carried interest income from affiliates
|
8,917
|
|
|
15,056
|
|
|
23,973
|
|
|
10,774
|
|
|
502
|
|
|
11,276
|
|
|
12,697
|
|
|
112.6
|
|
|||||||
Total Revenues
|
155,838
|
|
|
15,056
|
|
|
170,894
|
|
|
155,578
|
|
|
502
|
|
|
156,080
|
|
|
14,814
|
|
|
9.5
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Salary, bonus and benefits
|
51,612
|
|
|
—
|
|
|
51,612
|
|
|
49,256
|
|
|
—
|
|
|
49,256
|
|
|
2,356
|
|
|
4.8
|
|
|||||||
Equity-based compensation
|
8,560
|
|
|
—
|
|
|
8,560
|
|
|
5,756
|
|
|
—
|
|
|
5,756
|
|
|
2,804
|
|
|
48.7
|
|
|||||||
Profit sharing expense
|
—
|
|
|
21,424
|
|
|
21,424
|
|
|
—
|
|
|
10,217
|
|
|
10,217
|
|
|
11,207
|
|
|
109.7
|
|
|||||||
Total compensation and benefits
|
60,172
|
|
|
21,424
|
|
|
81,596
|
|
|
55,012
|
|
|
10,217
|
|
|
65,229
|
|
|
16,367
|
|
|
25.1
|
|
|||||||
Other expenses
|
31,193
|
|
|
—
|
|
|
31,193
|
|
|
32,120
|
|
|
—
|
|
|
32,120
|
|
|
(927
|
)
|
|
(2.9
|
)
|
|||||||
Total Expenses
|
91,365
|
|
|
21,424
|
|
|
112,789
|
|
|
87,132
|
|
|
10,217
|
|
|
97,349
|
|
|
15,440
|
|
|
15.9
|
|
|||||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest expense
|
—
|
|
|
(3,655
|
)
|
|
(3,655
|
)
|
|
—
|
|
|
(3,462
|
)
|
|
(3,462
|
)
|
|
(193
|
)
|
|
5.6
|
|
|||||||
Net gains (losses) from investment activities
|
—
|
|
|
(52,393
|
)
|
|
(52,393
|
)
|
|
—
|
|
|
1,761
|
|
|
1,761
|
|
|
(54,154
|
)
|
|
NM
|
|
|||||||
Income (loss) from equity method investments
|
—
|
|
|
848
|
|
|
848
|
|
|
—
|
|
|
(6,907
|
)
|
|
(6,907
|
)
|
|
7,755
|
|
|
NM
|
|
|||||||
Other income (loss), net
|
(75
|
)
|
|
(333
|
)
|
|
(408
|
)
|
|
2,804
|
|
|
(510
|
)
|
|
2,294
|
|
|
(2,702
|
)
|
|
NM
|
|
|||||||
Total Other Income (Loss)
|
(75
|
)
|
|
(55,533
|
)
|
|
(55,608
|
)
|
|
2,804
|
|
|
(9,118
|
)
|
|
(6,314
|
)
|
|
(49,294
|
)
|
|
NM
|
|
|||||||
Non-Controlling Interests
|
(2,385
|
)
|
|
—
|
|
|
(2,385
|
)
|
|
(2,846
|
)
|
|
—
|
|
|
(2,846
|
)
|
|
461
|
|
|
(16.2
|
)
|
|||||||
Economic Income (Loss)
|
$
|
62,013
|
|
|
$
|
(61,901
|
)
|
|
$
|
112
|
|
|
$
|
68,404
|
|
|
$
|
(18,833
|
)
|
|
$
|
49,571
|
|
|
$
|
(49,459
|
)
|
|
(99.8
|
)%
|
(1)
|
Included in unrealized carried interest losses from affiliates for the
three months ended March 31, 2016
and 2015 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
12
to our
condensed consolidated
financial statements for further detail regarding the general partner obligation.
|
|
For the Three Months Ended March 31, 2016
|
|
For the Three Months Ended March 31, 2015
|
|
|
|||||||||||||||||||||||||
|
Management
|
|
Incentive
|
|
Total
|
|
Management
|
|
Incentive
|
|
Total
|
|
Total Change
|
|
Percentage Change
|
|||||||||||||||
|
(in thousands)
|
|
|
|||||||||||||||||||||||||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Advisory and transaction fees from affiliates, net
|
$
|
876
|
|
|
$
|
—
|
|
|
$
|
876
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
526
|
|
|
150.3
|
%
|
Management fees from affiliates
|
13,504
|
|
|
—
|
|
|
13,504
|
|
|
10,664
|
|
|
—
|
|
|
10,664
|
|
|
2,840
|
|
|
26.6
|
|
|||||||
Carried interest income from affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized losses
|
—
|
|
|
(3,377
|
)
|
|
(3,377
|
)
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|
(3,351
|
)
|
|
NM
|
|
|||||||
Realized gains
|
—
|
|
|
4,771
|
|
|
4,771
|
|
|
—
|
|
|
2,417
|
|
|
2,417
|
|
|
2,354
|
|
|
97.4
|
|
|||||||
Total carried interest income from affiliates
|
—
|
|
|
1,394
|
|
|
1,394
|
|
|
—
|
|
|
2,391
|
|
|
2,391
|
|
|
(997
|
)
|
|
(41.7
|
)
|
|||||||
Total Revenues
|
14,380
|
|
|
1,394
|
|
|
15,774
|
|
|
11,014
|
|
|
2,391
|
|
|
13,405
|
|
|
2,369
|
|
|
17.7
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Salary, bonus and benefits
|
8,684
|
|
|
—
|
|
|
8,684
|
|
|
7,013
|
|
|
—
|
|
|
7,013
|
|
|
1,671
|
|
|
23.8
|
|
|||||||
Equity-based compensation
|
775
|
|
|
—
|
|
|
775
|
|
|
1,019
|
|
|
—
|
|
|
1,019
|
|
|
(244
|
)
|
|
(23.9
|
)
|
|||||||
Profit sharing expense
|
—
|
|
|
2,457
|
|
|
2,457
|
|
|
—
|
|
|
1,816
|
|
|
1,816
|
|
|
641
|
|
|
35.3
|
|
|||||||
Total compensation and benefits
|
9,459
|
|
|
2,457
|
|
|
11,916
|
|
|
8,032
|
|
|
1,816
|
|
|
9,848
|
|
|
2,068
|
|
|
21.0
|
|
|||||||
Other expenses
|
6,144
|
|
|
—
|
|
|
6,144
|
|
|
4,629
|
|
|
—
|
|
|
4,629
|
|
|
1,515
|
|
|
32.7
|
|
|||||||
Total Expenses
|
15,603
|
|
|
2,457
|
|
|
18,060
|
|
|
12,661
|
|
|
1,816
|
|
|
14,477
|
|
|
3,583
|
|
|
24.7
|
|
|||||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest expense
|
—
|
|
|
(808
|
)
|
|
(808
|
)
|
|
—
|
|
|
(681
|
)
|
|
(681
|
)
|
|
(127
|
)
|
|
18.6
|
|
|||||||
Income from equity method investments
|
—
|
|
|
776
|
|
|
776
|
|
|
—
|
|
|
226
|
|
|
226
|
|
|
550
|
|
|
243.4
|
|
|||||||
Other income (loss), net
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|
429
|
|
|
—
|
|
|
429
|
|
|
(458
|
)
|
|
NM
|
|
|||||||
Total Other Income (Loss)
|
(29
|
)
|
|
(32
|
)
|
|
(61
|
)
|
|
429
|
|
|
(455
|
)
|
|
(26
|
)
|
|
(35
|
)
|
|
134.6
|
|
|||||||
Economic Income (Loss)
|
$
|
(1,252
|
)
|
|
$
|
(1,095
|
)
|
|
$
|
(2,347
|
)
|
|
$
|
(1,218
|
)
|
|
$
|
120
|
|
|
$
|
(1,098
|
)
|
|
$
|
(1,249
|
)
|
|
113.8
|
%
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Management Business:
|
|
|
|
|
||||
Advisory and transaction fees from affiliates, net
|
|
$
|
7,999
|
|
|
$
|
9,543
|
|
Management fees from affiliates
|
|
230,933
|
|
|
224,713
|
|
||
Carried interest income from affiliates
|
|
8,917
|
|
|
10,774
|
|
||
Total Management Business Revenues
|
|
247,849
|
|
|
245,030
|
|
||
Salary, bonus and benefits
|
|
92,370
|
|
|
87,552
|
|
||
Equity-based compensation
|
|
16,720
|
|
|
15,831
|
|
||
Other expenses
|
|
54,062
|
|
|
51,934
|
|
||
Total Management Business Expenses
|
|
163,152
|
|
|
155,317
|
|
||
Other income (loss), net
|
|
(228
|
)
|
|
4,692
|
|
||
Non-Controlling Interests
|
|
(2,385
|
)
|
|
(2,846
|
)
|
||
Management Business Economic Income
|
|
$
|
82,084
|
|
|
$
|
91,559
|
|
Incentive Business:
|
|
|
|
|
||||
Carried interest income (loss) from affiliates:
|
|
|
|
|
||||
Unrealized losses
(1)
|
|
$
|
(170,891
|
)
|
|
$
|
(66,905
|
)
|
Realized gains
|
|
41,006
|
|
|
124,724
|
|
||
Total Carried Interest Income (Loss)
|
|
(129,885
|
)
|
|
57,819
|
|
||
Profit sharing expense:
|
|
|
|
|
||||
Unrealized profit sharing expense
|
|
(67,682
|
)
|
|
(8,757
|
)
|
||
Realized profit sharing expense
|
|
34,189
|
|
|
49,589
|
|
||
Total Profit Sharing Expense
|
|
(33,493
|
)
|
|
40,832
|
|
||
Other Loss:
|
|
|
|
|
||||
Net interest expense
|
|
(6,891
|
)
|
|
(6,692
|
)
|
||
Other loss, net
|
|
(333
|
)
|
|
(348
|
)
|
||
Net gains (losses) from investment activities
|
|
(56,499
|
)
|
|
1,761
|
|
||
Loss from equity method investments
|
|
(3,859
|
)
|
|
(1,198
|
)
|
||
Total Other Loss
|
|
(67,582
|
)
|
|
(6,477
|
)
|
||
Incentive Business Economic Income (Loss)
|
|
$
|
(163,974
|
)
|
|
$
|
10,510
|
|
Economic Income (Loss)
|
|
(81,890
|
)
|
|
102,069
|
|
||
Income tax (provision) benefit on Economic Income
|
|
8,926
|
|
|
(8,520
|
)
|
||
Economic Net Income (Loss)
|
|
$
|
(72,964
|
)
|
|
$
|
93,549
|
|
(1)
|
Included in unrealized carried interest losses from affiliates for the
three months ended March 31, 2016
and 2015 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note
12
to our
condensed consolidated
financial statements for further detail regarding the general partner obligation.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Management Business Economic Income
|
|
$
|
82,084
|
|
|
$
|
91,559
|
|
Less: Non-cash revenues
(1)
|
|
(842
|
)
|
|
(2,784
|
)
|
||
Add back: Equity-based compensation
|
|
16,720
|
|
|
15,831
|
|
||
Add back: Depreciation, amortization and other
|
|
2,581
|
|
|
2,610
|
|
||
Management Business Distributable Earnings
|
|
$
|
100,543
|
|
|
$
|
107,216
|
|
|
|
|
|
|
||||
Incentive Business Economic Income (Loss)
|
|
$
|
(163,974
|
)
|
|
$
|
10,510
|
|
Less: Non-cash carried interest income
(2)
|
|
—
|
|
|
(29,900
|
)
|
||
Add back: Net unrealized carried interest loss
|
|
103,209
|
|
|
58,148
|
|
||
Less: Unrealized investment and other (income) loss
(3)
|
|
64,977
|
|
|
45
|
|
||
Incentive Business Distributable Earnings
|
|
$
|
4,212
|
|
|
$
|
38,803
|
|
|
|
|
|
|
||||
Distributable Earnings
|
|
$
|
104,755
|
|
|
$
|
146,019
|
|
Taxes and related payables
(4)
|
|
(2,273
|
)
|
|
(2,110
|
)
|
||
Distributable Earnings After Taxes and Related Payables
|
|
$
|
102,482
|
|
|
$
|
143,909
|
|
(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 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 investments.
|
(4)
|
Represents the estimated current corporate, local and non-U.S. taxes as well as the payable under Apollo’s tax receivable agreement.
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands, except per share data)
|
||||||
Distributable Earnings After Taxes and Related Payables
|
$
|
102,482
|
|
|
$
|
143,909
|
|
Add back: Tax and related payables attributable to common and equivalents
|
2
|
|
|
60
|
|
||
Distributable Earnings before certain payables
(2)
|
102,484
|
|
|
143,969
|
|
||
Percent to common and equivalents
|
47
|
%
|
|
45
|
%
|
||
Distributable Earnings before other payables attributable to common and equivalents
|
48,085
|
|
|
65,282
|
|
||
Less: Tax and related payables attributable to common and equivalents
|
(2
|
)
|
|
(60
|
)
|
||
Distributable Earnings attributable to common and equivalents
|
$
|
48,083
|
|
|
$
|
65,222
|
|
Distributable Earnings per share of common and equivalent
(3)
|
$
|
0.25
|
|
|
$
|
0.35
|
|
Retained capital per share of common and equivalent
(3)(4)
|
—
|
|
|
(0.02
|
)
|
||
Net distribution per share of common and equivalent
(3)
|
$
|
0.25
|
|
|
$
|
0.33
|
|
(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,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net Income (Loss) Attributable to Apollo Global Management, LLC
|
$
|
(32,828
|
)
|
|
$
|
30,927
|
|
Net income attributable to Non-Controlling Interests in consolidated entities and Appropriated Partners’ Capital
|
2,035
|
|
|
2,559
|
|
||
Net income (loss) attributable to Non-Controlling Interests in the Apollo Operating Group
|
(43,768
|
)
|
|
48,012
|
|
||
Net Income (Loss)
|
$
|
(74,561
|
)
|
|
$
|
81,498
|
|
Income tax provision (benefit)
|
(5,147
|
)
|
|
5,514
|
|
||
Income (Loss) Before Income Tax Provision (Benefit)
|
$
|
(79,708
|
)
|
|
$
|
87,012
|
|
Transaction-related charges and equity-based compensation
|
(147
|
)
|
|
17,616
|
|
||
Net income attributable to Non-Controlling Interests in consolidated entities
|
(2,035
|
)
|
|
(2,559
|
)
|
||
Economic Income (Loss)
|
$
|
(81,890
|
)
|
|
$
|
102,069
|
|
Income tax (provision) benefit on Economic Income (Loss)
|
8,926
|
|
|
(8,520
|
)
|
||
Economic Net Income (Loss)
|
$
|
(72,964
|
)
|
|
$
|
93,549
|
|
Income tax provision (benefit) on Economic Income (Loss)
|
(8,926
|
)
|
|
8,520
|
|
||
Carried interest (income) loss from affiliates
|
129,885
|
|
|
(57,819
|
)
|
||
Profit sharing expense
|
(33,493
|
)
|
|
40,832
|
|
||
Other loss
|
67,582
|
|
|
6,477
|
|
||
Equity-based compensation
(1)
|
16,720
|
|
|
15,831
|
|
||
Depreciation and amortization
(2)
|
2,581
|
|
|
2,610
|
|
||
Fee-Related EBITDA
|
$
|
101,385
|
|
|
$
|
110,000
|
|
Net realized carried interest income
|
6,817
|
|
|
75,135
|
|
||
Fee-Related EBITDA + 100% of Net Realized Carried Interest
|
$
|
108,202
|
|
|
$
|
185,135
|
|
Realized investment and other income
|
(2,605
|
)
|
|
(6,432
|
)
|
||
Non-cash revenues
|
(842
|
)
|
|
(32,684
|
)
|
||
Distributable Earnings
|
$
|
104,755
|
|
|
$
|
146,019
|
|
Taxes and related payables
|
(2,273
|
)
|
|
(2,110
|
)
|
||
Distributable Earnings After Taxes and Related Payables
|
$
|
102,482
|
|
|
$
|
143,909
|
|
(1)
|
Includes RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options.
|
(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).
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Operating Activities
|
$
|
124,194
|
|
|
$
|
102,003
|
|
Investing Activities
|
(56,999
|
)
|
|
(41,853
|
)
|
||
Financing Activities
|
(135,114
|
)
|
|
(335,957
|
)
|
||
Net Decrease in Cash and Cash Equivalents
|
$
|
(67,919
|
)
|
|
$
|
(275,807
|
)
|
•
|
net income (loss) of ($74.6) million and $81.5 million during the
three months ended March 31, 2016
and
2015
, respectively, as well as non-cash adjustments of $81.1 million and $32.7 million, respectively;
|
•
|
a net decrease in our carried interest receivable of $153.5 million and $1.1 million during the
three months ended March 31, 2016
and
2015
, respectively, due to a change in the fair value of our funds that generate carried interest of ($116.2)
|
•
|
purchases of investments held by consolidated VIEs in the amount of $119.0 million and $168.1 million, offset by proceeds from sales of investments held by consolidated VIEs in the amount of $117.7 million and $78.8 million during the
three months ended March 31, 2016
and
2015
, respectively; and
|
•
|
a net increase (decrease) in our profit sharing payable of ($32.7) million and $25.7 million during the
three months ended March 31, 2016
and
2015
, respectively, due to profit sharing expense (inclusive of the return of profit sharing distributions from employees, former employees and Contributing Partners that would be due if certain funds were liquidated) of ($24.0) million and $51.7 million during the
three months ended March 31, 2016
and
2015
, respectively, offset by payments of $14.2 million and $23.2 million during the
three months ended March 31, 2016
and
2015
, respectively.
|
•
|
net cash contributions from our equity method investments of $32.2 million and $29.1 million during the
three months ended March 31, 2016
and
2015
, respectively; and
|
•
|
purchases of investments in the amount of $24.6 million during the
three months ended March 31, 2016
.
|
•
|
cash distributions paid to our Class A shareholders of $53.6 million and $144.4 million during the
three months ended March 31, 2016
and
2015
, respectively;
|
•
|
cash distributions paid to the Non-Controlling Interest holders in the Apollo Operating Group of $60.5 million and $191.3 million during the
three months ended March 31, 2016
and
2015
, respectively;
|
•
|
purchases of Class A shares of $12.9 million during the three months ended March 31, 2016;
|
•
|
net distributions related to deliveries of Class A shares for RSUs of $22.0 million during the
three months ended March 31, 2016
; and
|
•
|
issuance of debt of $18.4 million during the three months ended March 31, 2016.
|
•
|
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
|
•
|
As a result of the tax receivable agreement, 85% of any tax savings APO Corp. recognizes will be paid to the Contributing Partners.
|
|
Remaining 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating lease obligations
(1)
|
$
|
28,476
|
|
|
$
|
35,834
|
|
|
$
|
31,371
|
|
|
$
|
30,635
|
|
|
$
|
14,087
|
|
|
$
|
10,713
|
|
|
$
|
151,116
|
|
Other long-term obligations
(2)
|
16,329
|
|
|
5,493
|
|
|
5,040
|
|
|
2,461
|
|
|
132
|
|
|
—
|
|
|
29,455
|
|
|||||||
2013 AMH Credit Facilities - Term Facility
(3)
|
6,615
|
|
|
8,820
|
|
|
8,820
|
|
|
8,820
|
|
|
8,820
|
|
|
500,441
|
|
|
542,336
|
|
|||||||
2013 AMH Credit Facilities - Revolver Facility
(4)
|
469
|
|
|
625
|
|
|
625
|
|
|
625
|
|
|
625
|
|
|
8
|
|
|
2,977
|
|
|||||||
2024 Senior Notes
(5)
|
15,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
568,333
|
|
|
663,333
|
|
|||||||
2014 AMI Term Facility I
|
229
|
|
|
305
|
|
|
305
|
|
|
15,396
|
|
|
—
|
|
|
—
|
|
|
16,235
|
|
|||||||
2014 AMI Term Facility II
|
232
|
|
|
309
|
|
|
309
|
|
|
17,931
|
|
|
—
|
|
|
—
|
|
|
18,781
|
|
|||||||
2016 AMI Term Facility
|
253
|
|
|
338
|
|
|
338
|
|
|
338
|
|
|
338
|
|
|
19,326
|
|
|
20,931
|
|
|||||||
Obligations as of March 31, 2016
|
$
|
67,603
|
|
|
$
|
71,724
|
|
|
$
|
66,808
|
|
|
$
|
96,206
|
|
|
$
|
44,002
|
|
|
$
|
1,098,821
|
|
|
$
|
1,445,164
|
|
(1)
|
The Company has entered into sublease agreements and is expected to contractually receive approximately
$2.8 million
over the life of the agreements.
|
(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 2021. The interest rate on the
$500 million
Term Facility as of
March 31, 2016
was
1.76%
. 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, 2016
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, 2016
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.
|
(iii)
|
In connection with the Stone Tower and Gulf Stream acquisitions, the Company agreed to pay the former owners of Stone Tower and Gulf Stream a specified percentage of any future carried interest income earned from certain of the Stone Tower and Gulf Stream funds, CLOs and strategic investment accounts. This contingent consideration liability is remeasured to fair value at each reporting period until the obligations are satisfied. See note
13
to the condensed consolidated financial statements for further information regarding the contingent consideration liability.
|
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 IV
|
$
|
100.0
|
|
|
2.78
|
%
|
|
$
|
0.2
|
|
|
0.01
|
%
|
|
$
|
0.5
|
|
|
$
|
—
|
|
Fund V
|
100.0
|
|
|
2.67
|
|
|
0.5
|
|
|
0.01
|
|
|
6.3
|
|
|
—
|
|
||||
Fund VI
|
246.3
|
|
|
2.43
|
|
|
6.1
|
|
|
0.06
|
|
|
9.7
|
|
|
0.2
|
|
||||
Fund VII
|
467.2
|
|
|
3.18
|
|
|
178.0
|
|
|
1.21
|
|
|
80.9
|
|
|
29.6
|
|
||||
Fund VIII
|
1,543.5
|
|
|
8.40
|
|
|
399.0
|
|
|
2.17
|
|
|
1,075.5
|
|
|
282.3
|
|
||||
ANRP I
|
426.1
|
|
|
32.21
|
|
|
10.0
|
|
|
0.75
|
|
|
118.7
|
|
|
2.9
|
|
||||
ANRP II
|
297.4
|
|
|
15.22
|
|
|
44.4
|
|
|
2.27
|
|
|
235.1
|
|
|
35.8
|
|
||||
AION
|
151.5
|
|
|
18.34
|
|
|
50.0
|
|
|
6.05
|
|
|
106.9
|
|
|
35.0
|
|
||||
Apollo Rose, L.P.
|
215.7
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
46.8
|
|
|
—
|
|
||||
A.A Mortgage Opportunities, L.P.
|
440.0
|
|
|
87.44
|
|
|
—
|
|
|
—
|
|
|
106.4
|
|
|
—
|
|
||||
Champ, L.P.
|
77.7
|
|
|
100.00
|
|
|
19.8
|
|
|
25.56
|
|
|
12.0
|
|
|
3.1
|
|
||||
Apollo Royalties Management, LLC
|
100.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
||||
Apollo Special Situations Fund, L.P.
|
7.5
|
|
|
2.91
|
|
|
7.5
|
|
|
2.91
|
|
|
7.5
|
|
|
7.5
|
|
||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ACLF
|
23.9
|
|
|
2.43
|
|
|
23.9
|
|
|
2.43
|
|
|
1.2
|
|
|
1.2
|
|
||||
COF I
|
449.2
|
|
|
30.26
|
|
|
29.7
|
|
|
2.00
|
|
|
237.1
|
|
|
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
|
|
|
73.3
|
|
|
17.3
|
|
||||
EPF I
(2)
|
305.7
|
|
|
20.74
|
|
|
20.1
|
|
|
1.37
|
|
|
50.3
|
|
|
4.7
|
|
||||
EPF II
(2)
|
411.3
|
|
|
12.25
|
|
|
63.1
|
|
|
1.88
|
|
|
128.1
|
|
|
22.1
|
|
||||
AIE II
(2)
|
7.4
|
|
|
3.15
|
|
|
4.6
|
|
|
1.94
|
|
|
—
|
|
|
—
|
|
||||
AIE III
(2)
|
10.2
|
|
|
2.91
|
|
|
10.2
|
|
|
2.91
|
|
|
5.9
|
|
|
5.9
|
|
||||
Palmetto
|
18.0
|
|
|
1.19
|
|
|
18.0
|
|
|
1.19
|
|
|
10.9
|
|
|
10.9
|
|
||||
AEC
|
7.3
|
|
|
2.50
|
|
|
3.2
|
|
|
1.08
|
|
|
2.5
|
|
|
1.1
|
|
||||
AESI
(2)
|
3.3
|
|
|
0.99
|
|
|
3.3
|
|
|
0.99
|
|
|
0.2
|
|
|
0.2
|
|
||||
AESI II
|
2.8
|
|
|
0.99
|
|
|
2.8
|
|
|
0.99
|
|
|
1.2
|
|
|
1.2
|
|
||||
ACSP
|
18.8
|
|
|
2.44
|
|
|
18.8
|
|
|
2.44
|
|
|
5.6
|
|
|
5.6
|
|
||||
Apollo SK Strategic Investments, L.P.
|
2.0
|
|
|
0.99
|
|
|
2.0
|
|
|
0.99
|
|
|
0.4
|
|
|
0.4
|
|
||||
Apollo Tactical Value SPN Investments, L.P.
|
20.0
|
|
|
1.96
|
|
|
20.0
|
|
|
1.96
|
|
|
15.4
|
|
|
15.4
|
|
||||
Apollo Zeus Strategic Investments, L.P.
|
14.0
|
|
|
3.38
|
|
|
14.0
|
|
|
3.38
|
|
|
3.6
|
|
|
3.6
|
|
||||
Apollo Lincoln Fixed Income Fund
|
2.5
|
|
|
0.99
|
|
|
2.5
|
|
|
0.99
|
|
|
0.4
|
|
|
0.4
|
|
||||
Apollo Lincoln Private Credit Fund, L.P.
|
2.5
|
|
|
0.99
|
|
|
2.5
|
|
|
0.99
|
|
|
2.0
|
|
|
2.0
|
|
||||
Stone Tower Structured Credit Recovery Master Fund II, Ltd.
|
7.8
|
|
|
7.47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Apollo Structured Credit Recovery Master Fund III, Ltd.
|
230.2
|
|
|
18.59
|
|
|
3.6
|
|
|
0.29
|
|
|
91.8
|
|
|
1.5
|
|
||||
MidCap
|
1,223.6
|
|
|
74.94
|
|
|
79.9
|
|
|
4.89
|
|
|
—
|
|
|
—
|
|
||||
AEOF
|
125.5
|
|
|
12.01
|
|
|
25.5
|
|
|
2.44
|
|
|
57.0
|
|
|
11.6
|
|
||||
Apollo A-N Credit Fund, L.P.
|
5.0
|
|
|
1.96
|
|
|
5.0
|
|
|
1.96
|
|
|
—
|
|
|
—
|
|
||||
Union Street Partners
|
4.3
|
|
|
1.96
|
|
|
4.3
|
|
|
1.96
|
|
|
2.6
|
|
|
2.6
|
|
||||
FCI
|
95.3
|
|
|
17.05
|
|
|
—
|
|
|
—
|
|
|
56.2
|
|
|
—
|
|
||||
FCI II
|
244.6
|
|
|
15.72
|
|
|
—
|
|
|
—
|
|
|
55.1
|
|
|
—
|
|
||||
Apollo/Palmetto Loan Portfolio, L.P.
|
—
|
|
|
100.00
|
|
|
—
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
||||
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.
|
300.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Apollo Hercules Partners, L.P.
|
7.5
|
|
|
2.44
|
|
|
7.5
|
|
|
2.44
|
|
|
5.8
|
|
|
5.8
|
|
||||
Apollo Thunder Partners, L.P.
|
6.3
|
|
|
2.44
|
|
|
6.3
|
|
|
2.44
|
|
|
6.0
|
|
|
6.0
|
|
||||
Apollo A-N Overflow Fund, L.P.
|
2.0
|
|
|
1.96
|
|
|
2.0
|
|
|
1.96
|
|
|
1.5
|
|
|
1.5
|
|
||||
Apollo Moultrie Credit Fund, L.P.
|
400.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
350.0
|
|
|
—
|
|
||||
APC
|
158.5
|
|
|
69.06
|
|
|
0.1
|
|
|
0.04
|
|
|
50.2
|
|
|
—
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. RE Fund I
|
435.9
|
|
(1)
|
68.08
|
|
|
16.9
|
|
|
2.48
|
|
|
132.1
|
|
(1)
|
3.3
|
|
||||
U.S. RE Fund II
|
323.8
|
|
|
82.04
|
|
|
7.4
|
|
|
1.89
|
|
|
210.9
|
|
|
4.9
|
|
||||
CPI Capital Partners North America
|
7.6
|
|
|
1.27
|
|
|
2.1
|
|
|
0.35
|
|
|
0.6
|
|
|
0.2
|
|
||||
CPI Capital Partners Europe
(2)
|
6.2
|
|
|
0.47
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
CPI Capital Partners Asia Pacific
|
6.9
|
|
|
0.53
|
|
|
0.5
|
|
|
0.04
|
|
|
0.1
|
|
|
—
|
|
||||
BEA/AGRE China Real Estate Fund, L.P.
|
0.1
|
|
|
1.03
|
|
|
0.1
|
|
|
1.03
|
|
|
—
|
|
|
—
|
|
||||
Apollo-IC, L.P. (Shanghai Village)
|
0.8
|
|
|
100.00
|
|
|
0.8
|
|
|
100.00
|
|
|
0.4
|
|
|
0.4
|
|
||||
AGRE Cobb West Investor, L.P.
|
22.1
|
|
|
86.41
|
|
|
0.1
|
|
|
0.39
|
|
|
2.0
|
|
|
—
|
|
||||
AGRE Asia Co-Invest I Limited
|
15.6
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||
CAI Strategic European Real Estate Ltd.
(2)
|
16.5
|
|
|
92.13
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
||||
London Prime Apartments Guernsey Holdings Limited (London Prime Apartments)
(3)
|
25.4
|
|
|
7.80
|
|
|
0.8
|
|
|
0.23
|
|
|
6.2
|
|
|
0.2
|
|
||||
2012 CMBS I Fund, L.P.
|
91.8
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2012 CMBS II Fund, L.P.
|
96.6
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Apollo USREF II (Williams Square Co-Invest) L.P.
|
25.0
|
|
|
28.90
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apollo SPN Investments I, L.P.
|
37.0
|
|
|
0.92
|
|
|
37.0
|
|
|
0.92
|
|
|
32.8
|
|
|
32.8
|
|
||||
Total
|
$
|
9,782.3
|
|
|
|
|
$
|
1,260.6
|
|
|
|
|
$
|
3,418.7
|
|
|
$
|
564.0
|
|
(1)
|
Figures for U.S. RE Fund I include base, additional, and co-investment commitments. A co-investment vehicle within U.S. RE Fund I is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to
$1.44
as of
March 31, 2016
.
|
(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
$1.14
as of
March 31, 2016
.
|
(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
$1.44
as of
March 31, 2016
.
|
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 distributions are subject to contingent repayment.
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 2.
|
UNREGISTERED SALE OF EQUITY SECURITIES
|
Period
|
|
Total Number of Class A Shares Purchased
(1)
|
|
Average Price
Paid per Share |
|
Total Class A Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Approximate Dollar Value of Class A Shares that May be Purchased Under the Plan or Programs
|
||||||
January 1, 2016 through January 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
February 1, 2016 through February 29, 2016
|
|
902,428
|
|
|
13.46
|
|
|
901,049
|
|
|
137,851,051
|
|
||
March 1, 2016 through March 31, 2016
|
|
53,398
|
|
|
14.77
|
|
|
53,398
|
|
|
137,062,230
|
|
||
Total
|
|
955,826
|
|
|
|
|
954,447
|
|
|
|
(1)
|
During the fiscal quarter ended
March 31, 2016
, we repurchased 1,379 Class A shares at an average price paid per share of $13.22 in open-market transactions not pursuant to a publicly-announced repurchase plan or program. Such number of Class A shares was equal to the number of Class A restricted shares issued under the 2007 Equity Plan during the quarter.
|
(2)
|
In February 2016, the Company announced its adoption of a program to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through a reduction of Class A shares to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan, which we refer to as net share settlement. Under the share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. The Company expects that the share repurchase program, which has no expiration date, will be in effect until the maximum approved dollar amount has been used to repurchase Class A shares. The share repurchase program does not require the Company to repurchase any specific number of Class A shares, and the share repurchase program may be suspended, extended, modified or discontinued at any time. Reductions of Class A shares issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan are not included in the table.
|
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)).
|
|
|
|
*4.6
|
|
Third Supplemental Indenture dated as of February 1, 2016, among Apollo Management Holdings, L.P., the Guarantors party thereto, Apollo Principal Holdings XI, LLC and Wells Fargo Bank, National Association, as trustee.
|
|
|
|
4.7
|
|
Registration Rights Agreement, dated as of August 19, 2015, by and among RCS Capital Corporation and Apollo Principal Holdings I, L.P. (incorporated by reference to Exhibit 4.6 to the Registrant’s Form 10-Q for the period ended September 30, 2015 (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)).
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
|
|
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
|
|
Fourth Amended and Restated Exchange Agreement, dated as of May 5, 2016, 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., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, AMH Holdings (Cayman), L.P. and the Apollo Principal Holders (as defined therein) from time to time party thereto.
|
|
|
|
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)).
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
|
|
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 (incorporated by reference to Exhibit 10.19 to the Registrant’s Form 10-Q for the period ended March 31, 2015 (File No. 001-35107)).
|
|
|
|
*10.20
|
|
Amended and Restated Limited Liability Company Agreement of Apollo Principal Holdings XI, LLC dated as of April 11, 2016.
|
|
|
|
10.21
|
|
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 period ended March 31, 2013 (File No. 001-35107)).
|
|
|
|
10.22
|
|
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)).
|
|
|
|
10.23
|
|
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)).
|
|
|
|
*10.24
|
|
Joinder, dated as of May 5, 2016, to the Shareholders Agreement, dated as of July 13, 2007, as amended by the First Amendment and Joinder dated as of August 18, 2009, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, MJH Partners, L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, APO (FC), 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. and Apollo Management Holdings, L.P.
|
|
|
|
10.25
|
|
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)).
|
|
|
|
+10.26
|
|
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)).
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
+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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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
|
|
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)).
|
|
|
|
10.34
|
|
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)).
|
|
|
|
+10.35
|
|
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)).
|
|
|
|
10.36
|
|
Second Amended and Restated Exempted Limited Partnership Agreement of AMH Holdings (Cayman), L.P., dated November 30, 2012 (incorporated by reference to Exhibit 10.38 to the Registrant’s Form 10-Q for the period ended June 30, 2015 (File No. 001-35107)).
|
|
|
|
+10.37
|
|
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)).
|
|
|
|
+10.38
|
|
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)).
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
+10.39
|
|
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)).
|
|
|
|
+10.40
|
|
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)).
|
|
|
|
+10.41
|
|
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)).
|
|
|
|
+10.42
|
|
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)).
|
|
|
|
+10.43
|
|
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)).
|
|
|
|
+10.44
|
|
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)).
|
|
|
|
+10.45
|
|
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)).
|
|
|
|
10.46
|
|
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)).
|
|
|
|
10.47
|
|
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 (incorporated by reference to Exhibit 10.49 to the Registrant’s Form 10-Q for the period ended March 31, 2015 (File No. 001-35107)).
|
|
|
|
*10.48
|
|
Guarantor Joinder Agreement, dated as of February 1, 2016, by Apollo Principal Holdings XI, LLC 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.
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
+10.49
|
|
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 Registrant’s Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
|
|
|
|
+10.50
|
|
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 Registrant’s Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
|
|
|
|
+10.51
|
|
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)).
|
|
|
|
+10.52
|
|
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)).
|
|
|
|
+10.53
|
|
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)).
|
|
|
|
+10.54
|
|
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)).
|
|
|
|
+10.55
|
|
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)).
|
|
|
|
+10.56
|
|
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
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
*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 10, 2016
|
By:
|
/s/ Martin Kelly
|
|
|
|
Name:
|
Martin Kelly
|
|
|
Title:
|
Chief Financial Officer
(principal financial officer and
authorized signatory)
|
By:
|
Apollo Management Holdings GP, LLC, its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings I GP, LLC, its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings II GP, LLC, its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings III GP, Ltd., its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings IV GP, Ltd., its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings V GP, LLC, its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings VI GP, LLC, its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings VII GP, Ltd., its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings VIII GP, Ltd., its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings IX GP, Ltd., its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
Apollo Principal Holdings X GP, Ltd., its general partner
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
AMH Holdings GP, Ltd., its general partner
|
By:
|
Apollo Management Holdings GP, LLC, its sole director
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Vice President |
By:
|
APO UK (FC), LLC, its sole member
|
By:
|
Apollo Global Management, LLC, its sole member
|
By:
|
AGM Management, LLC, its manager
|
By:
|
/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Assistant Secretary |
By:
|
/s/ Raymond Delli Colli
Name: Raymond Delli Colli Title: Vice President |
SECTION 1.1
|
DEFINITIONS.
|
SECTION 2.1
|
EXCHANGE OF AOG UNITS.
|
SECTION 2.2
|
EXCHANGE PROCEDURES; NOTICES AND REVOCATIONS.
|
SECTION 2.3
|
REGISTRATION, BLACKOUT PERIODS, CUTBACKS AND OWNERSHIP RESTRICTIONS.
|
SECTION 2.4
|
SPLITS, DISTRIBUTIONS AND RECLASSIFICATIONS.
|
SECTION 2.5
|
CLASS A SHARES TO BE ISSUED.
|
SECTION 2.6
|
TAXES.
|
SECTION 2.7
|
DISPOSITION OF CLASS A SHARES ISSUED.
|
SECTION 3.1
|
AMENDMENT.
|
SECTION 3.2
|
ADDRESSES AND NOTICES.
|
Attention:
|
Gregory A. Ezring, Esq., Monica K. Thurmond, Esq. and Catherine Goodall, Esq.
|
Electronic mail:
|
gezring@paulweiss.com, mthurmond@paulweiss.com and cgoodall@paulweiss.com
|
Attention:
|
Gregory A. Ezring, Esq., Monica K. Thurmond, Esq. and Catherine Goodall, Esq.
|
Electronic mail:
|
gezring@paulweiss.com, mthurmond@paulweiss.com and cgoodall@paulweiss.com
|
SECTION 3.3
|
FURTHER ACTION.
|
SECTION 3.4
|
BINDING EFFECT.
|
SECTION 3.5
|
SEVERABILITY.
|
SECTION 3.6
|
INTERACTION.
|
SECTION 3.7
|
WAIVER.
|
SECTION 3.8
|
SUBMISSION TO JURISDICTION: WAIVER OF JURY TRIAL.
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SECTION 3.9
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COUNTERPARTS.
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SECTION 3.10
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TAX TREATMENT.
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SECTION 3.11
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TAX OFFSET
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SECTION 3.12
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APPLICABLE LAW.
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Attention:
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Gregory A. Ezring, Esq., Monica K. Thurmond, Esq. and Catherine Goodall, Esq.
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Electronic mail:
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gezring@paulweiss.com, mthurmond@paulweiss.com and cgoodall@paulweiss.com
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Legal Name of Apollo Principal Holder:
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[ ]
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Address:
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[ ]
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Number of AOG Units to be exchanged:
Indicate if the Apollo Principal Holder is submitting a Notice of Exchange (B Exchange) concurrently with this notice.
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[ ]
Yes □ No □
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Definitions
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1
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Formation
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8
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Name
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8
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Term
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8
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Offices
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8
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2.05. Agent for Service of Process
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8
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Business Purpose
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8
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Powers of the Board
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8
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Members; Admission of New Members
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9
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Withdrawal of Withdrawing Member
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9
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Withdrawal
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9
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Voting Rights of Members
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9
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Authority of the Board
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10
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Board Membership.
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10
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Board Meetings and Procedures.
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11
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Compensation
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12
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Expenses
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12
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Authority of the Members
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12
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Action by Written Consent or Ratification of the Members
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13
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Officers.
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13
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Distributions
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14
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Liquidation Distribution
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15
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Limitations on Distribution
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15
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TAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS
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15
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Initial Capital Contributions
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15
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No Additional Capital Contributions
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15
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Capital Accounts
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15
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Allocations of Profits and Losses
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16
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Special Allocations
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16
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Tax Allocations
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17
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Tax Advances
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17
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ction 5.08. Tax Matters
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18
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Other Allocation Provisions
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18
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Books and Records
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19
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Units
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19
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Certificates
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20
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Register
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20
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Registered Members
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20
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Member Transfers
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20
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. Encumbrances
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21
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Further Restrictions
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21
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Rights of Assignees
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22
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Admissions, Withdrawals and Removals
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22
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Admission of Assignees as Substitute Members
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22
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Withdrawal and Removal of Members
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23
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No Dissolution
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23
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Events Causing Winding Up
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23
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Distribution upon Winding Up
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23
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Time for Liquidation
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24
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Termination
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24
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Claims of the Members
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24
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Survival of Certain Provisions
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24
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Liability of Members.
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24
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Indemnification.
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25
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Severability
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27
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11.02. Notices
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27
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Cumulative Remedies
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27
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Binding Effect
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28
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Interpretation
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28
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Counterparts
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28
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Further Assurances
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28
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Entire Agreement
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28
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Governing Law
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28
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Expenses
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28
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Amendments and Waivers
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29
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No Third Party Beneficiaries
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30
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Headings
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30
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ion 11.14. Construction
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30
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Power of Attorney
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30
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Letter Agreements; Schedules
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31
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1.1
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Defined Terms
.
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1.2
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Joinder to the Agreement
.
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1.3
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No Other Amendments or Waivers; Integration
.
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1.4
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Governing Law
.
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1.5
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Counterparts and Facsimile Execution
.
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Agreed and acknowledged solely in connection with
Article VII
of the Agreement:
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APOLLO PRINCIPAL HOLDINGS X, L.P.
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By:
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Apollo Principal Holdings X GP, Ltd.,
its General Partner |
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By:
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/s/ John J. Suydam
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John J. Suydam
Vice President
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AMH HOLDINGS (CAYMAN), L.P.
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By:
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AMH Holdings GP, Ltd.,
its General Partner |
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By:
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/s/ John J. Suydam
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John J. Suydam
Vice President and Secretary
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APO (FC II), LLC
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By:
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/s/ John J. Suydam
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John J. Suydam
Vice President and Secretary
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APO UK (FC), LIMITED
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By:
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/s/ William Kuesel
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William Kuesel
Director
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APOLLO PRINCIPAL HOLDINGS XI, LLC
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By:
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/s/ Dominic Fry
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Dominic Fry
Manager
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APOLLO GLOBAL MANAGEMENT, LLC
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By:
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AGM Management, LLC,
its Manager |
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By:
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BRH Holdings GP, Ltd.,
its Sole Member
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By:
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/s/ John J. Suydam
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John J. Suydam
Vice President
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A.
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Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
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B.
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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.
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C.
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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.
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By:
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Apollo Global Management, LLC, its sole member
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By:
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AGM Management, LLC, its manager
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By:
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/s/ Jessica L. Lomm
Name: Jessica L. Lomm Title: Assistant Secretary |
1.
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I have reviewed this
Quarterly
Report on Form
10-Q
for the quarter ended
March 31, 2016
of Apollo Global Management, LLC;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a)
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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/ Leon Black
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Leon Black
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Chief Executive Officer
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1.
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I have reviewed this
Quarterly
Report on Form
10-Q
for the quarter ended
March 31, 2016
of Apollo Global Management, LLC
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a.
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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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