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☒
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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APO
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New York Stock Exchange
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6.375% Series A Preferred Stock
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APO.PR A
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New York Stock Exchange
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6.375% Series B Preferred Stock
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APO.PR B
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New York Stock Exchange
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TABLE OF CONTENTS
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Page
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PART I
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ITEM 1.
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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 net asset value, or “NAV,” plus used or available leverage and/or capital commitments, or gross assets plus capital commitments, of the credit funds, partnerships and accounts for which we provide investment management or advisory services, other than certain collateralized loan obligations (“CLOs”), collateralized debt obligations (“CDOs”), and certain permanent capital vehicles, which have a fee-generating basis other than the mark-to-market value of the underlying assets;
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(ii)
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the fair value of the investments of the private equity and real assets 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, plus portfolio level financings; for certain permanent capital vehicles in real assets, gross asset value plus available financing capacity;
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(iii)
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the gross asset value associated with the reinsurance investments of the portfolio company assets we manage or advise; and
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(iv)
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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, advisory, or certain other investment-related services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification or other conditions before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above.
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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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(i)
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“Performance Fee-Generating AUM”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently above its hurdle rate or preferred return, and profit of such funds, partnerships and accounts is being allocated to, or earned by, the general partner in accordance with the applicable limited partnership agreements or other governing agreements;
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(ii)
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“AUM Not Currently Generating Performance Fees”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently below its hurdle rate or preferred return; and
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(iii)
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“Uninvested Performance Fee-Eligible AUM”, which refers to capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is available for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements, which capital is not currently part of the NAV or fair value of investments that may eventually produce performance fees allocable to, or earned by, the general partner.
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As of
June 30, 2020 |
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As of
December 31, 2019 |
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Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
939,824
|
|
|
$
|
1,556,202
|
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Restricted cash
|
81,378
|
|
|
19,779
|
|
||
U.S. Treasury securities, at fair value
|
764,923
|
|
|
554,387
|
|
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Investments (includes performance allocations of $691,022 and $1,507,571 as of June 30, 2020 and December 31, 2019, respectively)
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3,346,435
|
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3,609,859
|
|
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Assets of consolidated variable interest entities:
|
|
|
|
||||
Cash and cash equivalents
|
671,761
|
|
|
45,329
|
|
||
Investments, at fair value
|
10,038,800
|
|
|
1,213,169
|
|
||
Other assets
|
181,259
|
|
|
41,688
|
|
||
Incentive fees receivable
|
864
|
|
|
2,414
|
|
||
Due from related parties
|
485,374
|
|
|
415,069
|
|
||
Deferred tax assets, net
|
744,733
|
|
|
473,165
|
|
||
Other assets
|
277,934
|
|
|
326,449
|
|
||
Lease assets
|
308,165
|
|
|
190,696
|
|
||
Goodwill
|
116,958
|
|
|
93,911
|
|
||
Total Assets
|
$
|
17,958,408
|
|
|
$
|
8,542,117
|
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Liabilities and Stockholders’ Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
119,934
|
|
|
$
|
94,364
|
|
Accrued compensation and benefits
|
139,750
|
|
|
64,393
|
|
||
Deferred revenue
|
63,156
|
|
|
84,639
|
|
||
Due to related parties
|
711,705
|
|
|
501,387
|
|
||
Profit sharing payable
|
486,936
|
|
|
758,669
|
|
||
Debt
|
3,147,276
|
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|
2,650,600
|
|
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Liabilities of consolidated variable interest entities:
|
|
|
|
||||
Debt, at fair value
|
5,679,493
|
|
|
850,147
|
|
||
Notes payable
|
1,952,619
|
|
|
—
|
|
||
Other liabilities
|
918,330
|
|
|
79,572
|
|
||
Other liabilities
|
158,300
|
|
|
210,740
|
|
||
Lease liabilities
|
338,972
|
|
|
209,479
|
|
||
Total Liabilities
|
13,716,471
|
|
|
5,503,990
|
|
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Commitments and Contingencies (see note 16)
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|
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Stockholders’ Equity:
|
|
|
|
||||
Apollo Global Management, Inc. stockholders’ equity:
|
|
|
|
||||
Series A Preferred Stock, 11,000,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019
|
264,398
|
|
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264,398
|
|
||
Series B Preferred Stock, 12,000,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019
|
289,815
|
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289,815
|
|
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Class A Common Stock, $0.00001 par value, 90,000,000,000 shares authorized, 229,189,715 and 222,994,407 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
—
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—
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Class B Common Stock, $0.00001 par value, 999,999,999 shares authorized, 1 share issued and outstanding as of June 30, 2020 and December 31, 2019
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—
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—
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|
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Class C Common Stock, $0.00001 par value, 1 share authorized, 1 share issued and outstanding as of June 30, 2020 and December 31, 2019
|
—
|
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—
|
|
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Additional paid in capital
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1,032,442
|
|
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1,302,587
|
|
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Accumulated deficit
|
(653,745
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(3,879
|
)
|
|
(4,578
|
)
|
||
Total Apollo Global Management, Inc. Stockholders’ equity
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929,031
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1,852,222
|
|
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Non-Controlling Interests in consolidated entities
|
2,107,870
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|
281,904
|
|
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Non-Controlling Interests in Apollo Operating Group
|
1,205,036
|
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|
904,001
|
|
||
Total Stockholders’ Equity
|
4,241,937
|
|
|
3,038,127
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
17,958,408
|
|
|
$
|
8,542,117
|
|
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For the Three Months Ended
June 30, |
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For the Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Management fees
|
$
|
409,953
|
|
|
$
|
388,215
|
|
|
$
|
806,557
|
|
|
$
|
768,241
|
|
Advisory and transaction fees, net
|
61,957
|
|
|
31,124
|
|
|
98,920
|
|
|
50,693
|
|
||||
Investment income (loss):
|
|
|
|
|
|
|
|
||||||||
Performance allocations
|
924,599
|
|
|
176,862
|
|
|
(809,724
|
)
|
|
428,359
|
|
||||
Principal investment income (loss)
|
111,621
|
|
|
39,602
|
|
|
(76,228
|
)
|
|
65,627
|
|
||||
Total investment income (loss)
|
1,036,220
|
|
|
216,464
|
|
|
(885,952
|
)
|
|
493,986
|
|
||||
Incentive fees
|
205
|
|
|
776
|
|
|
19,724
|
|
|
1,436
|
|
||||
Total Revenues
|
1,508,335
|
|
|
636,579
|
|
|
39,249
|
|
|
1,314,356
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
||||||||
Salary, bonus and benefits
|
151,019
|
|
|
123,669
|
|
|
290,288
|
|
|
242,832
|
|
||||
Equity-based compensation
|
59,420
|
|
|
44,662
|
|
|
111,542
|
|
|
89,739
|
|
||||
Profit sharing expense
|
375,959
|
|
|
68,278
|
|
|
(260,039
|
)
|
|
191,725
|
|
||||
Total compensation and benefits
|
586,398
|
|
|
236,609
|
|
|
141,791
|
|
|
524,296
|
|
||||
Interest expense
|
32,291
|
|
|
23,302
|
|
|
63,533
|
|
|
42,410
|
|
||||
General, administrative and other
|
83,729
|
|
|
81,839
|
|
|
168,251
|
|
|
153,501
|
|
||||
Placement fees
|
359
|
|
|
775
|
|
|
768
|
|
|
335
|
|
||||
Total Expenses
|
702,777
|
|
|
342,525
|
|
|
374,343
|
|
|
720,542
|
|
||||
Other Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Net gains (losses) from investment activities
|
268,667
|
|
|
45,060
|
|
|
(995,884
|
)
|
|
63,889
|
|
||||
Net gains (losses) from investment activities of consolidated variable interest entities
|
57,862
|
|
|
4,631
|
|
|
(108,058
|
)
|
|
14,097
|
|
||||
Interest income
|
3,994
|
|
|
8,710
|
|
|
11,928
|
|
|
15,786
|
|
||||
Other income (loss), net
|
3,327
|
|
|
6,603
|
|
|
(13,180
|
)
|
|
6,693
|
|
||||
Total Other Income (Loss)
|
333,850
|
|
|
65,004
|
|
|
(1,105,194
|
)
|
|
100,465
|
|
||||
Income (loss) before income tax (provision) benefit
|
1,139,408
|
|
|
359,058
|
|
|
(1,440,288
|
)
|
|
694,279
|
|
||||
Income tax (provision) benefit
|
(140,323
|
)
|
|
(16,897
|
)
|
|
155,530
|
|
|
(36,551
|
)
|
||||
Net Income (Loss)
|
999,085
|
|
|
342,161
|
|
|
(1,284,758
|
)
|
|
657,728
|
|
||||
Net (income) loss attributable to Non-Controlling Interests
|
(552,756
|
)
|
|
(177,338
|
)
|
|
734,869
|
|
|
(343,848
|
)
|
||||
Net Income (Loss) Attributable to Apollo Global Management, Inc.
|
446,329
|
|
|
164,823
|
|
|
(549,889
|
)
|
|
313,880
|
|
||||
Series A Preferred Stock Dividends
|
(4,383
|
)
|
|
(4,383
|
)
|
|
(8,766
|
)
|
|
(8,766
|
)
|
||||
Series B Preferred Stock Dividends
|
(4,782
|
)
|
|
(4,781
|
)
|
|
(9,563
|
)
|
|
(9,562
|
)
|
||||
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders
|
$
|
437,164
|
|
|
$
|
155,659
|
|
|
$
|
(568,218
|
)
|
|
$
|
295,552
|
|
Net Income (Loss) Per Share of Class A Common Stock:
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) Available to Class A Common Stock – Basic
|
$
|
1.84
|
|
|
$
|
0.75
|
|
|
$
|
(2.55
|
)
|
|
$
|
1.41
|
|
Net Income (Loss) Available to Class A Common Stock – Diluted
|
$
|
1.84
|
|
|
$
|
0.75
|
|
|
$
|
(2.55
|
)
|
|
$
|
1.41
|
|
Weighted Average Number of Shares of Class A Common Stock Outstanding – Basic
|
227,653,988
|
|
|
199,578,950
|
|
|
227,205,866
|
|
|
200,202,174
|
|
||||
Weighted Average Number of Shares of Class A Common Stock Outstanding – Diluted
|
227,653,988
|
|
|
199,578,950
|
|
|
227,205,866
|
|
|
200,202,174
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net Income (Loss)
|
$
|
999,085
|
|
|
$
|
342,161
|
|
|
$
|
(1,284,758
|
)
|
|
$
|
657,728
|
|
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments, net of tax
|
6,943
|
|
|
4,596
|
|
|
1,128
|
|
|
(2,405
|
)
|
||||
Net gain (loss) from change in fair value of cash flow hedge instruments
|
50
|
|
|
(1,938
|
)
|
|
101
|
|
|
(1,912
|
)
|
||||
Net gain (loss) on available-for-sale securities
|
3,552
|
|
|
312
|
|
|
(1,348
|
)
|
|
230
|
|
||||
Total Other Comprehensive Income (Loss), net of tax
|
10,545
|
|
|
2,970
|
|
|
(119
|
)
|
|
(4,087
|
)
|
||||
Comprehensive Income (Loss)
|
1,009,630
|
|
|
345,131
|
|
|
(1,284,877
|
)
|
|
653,641
|
|
||||
Comprehensive (Income) Loss attributable to Non-Controlling Interests
|
(558,979
|
)
|
|
(180,690
|
)
|
|
735,687
|
|
|
(340,794
|
)
|
||||
Comprehensive Income (Loss) Attributable to Apollo Global Management, Inc.
|
$
|
450,651
|
|
|
$
|
164,441
|
|
|
$
|
(549,190
|
)
|
|
$
|
312,847
|
|
|
Apollo Global Management, LLC Shareholders
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Class A Shares
|
|
Class B Shares
|
|
Series A Preferred Shares
|
|
Series B Preferred Shares
|
|
Additional
Paid in Capital |
|
Accumulated Deficit
|
|
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 April 1, 2019
|
201,375,418
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
289,815
|
|
|
$
|
1,144,664
|
|
|
$
|
(372,576
|
)
|
|
$
|
(4,810
|
)
|
|
$
|
1,321,491
|
|
|
$
|
273,145
|
|
|
$
|
847,604
|
|
|
$
|
2,442,240
|
|
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,298
|
|
|
—
|
|
|
—
|
|
|
34,298
|
|
|
—
|
|
|
—
|
|
|
34,298
|
|
|||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
526
|
|
|
—
|
|
|
526
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
(4,383
|
)
|
|
(4,781
|
)
|
|
(96,316
|
)
|
|
—
|
|
|
—
|
|
|
(105,480
|
)
|
|
(1,786
|
)
|
|
(138,462
|
)
|
|
(245,728
|
)
|
|||||||||
Payments related to issuances of Class A shares for equity-based awards
|
308,901
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,438
|
|
|
(5,090
|
)
|
|
—
|
|
|
(1,652
|
)
|
|
—
|
|
|
—
|
|
|
(1,652
|
)
|
|||||||||
Repurchase of Class A shares
|
(1,248,732
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,800
|
)
|
|
—
|
|
|
—
|
|
|
(33,800
|
)
|
|
—
|
|
|
—
|
|
|
(33,800
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
4,383
|
|
|
4,781
|
|
|
—
|
|
|
155,659
|
|
|
—
|
|
|
164,823
|
|
|
5,143
|
|
|
172,195
|
|
|
342,161
|
|
|||||||||
Currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|
428
|
|
|
3,634
|
|
|
534
|
|
|
4,596
|
|
|||||||||
Net gain from change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(965
|
)
|
|
(965
|
)
|
|
—
|
|
|
(973
|
)
|
|
(1,938
|
)
|
|||||||||
Net loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
155
|
|
|
—
|
|
|
157
|
|
|
312
|
|
|||||||||
Balance at June 30, 2019
|
200,435,587
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
289,815
|
|
|
$
|
1,052,259
|
|
|
$
|
(222,007
|
)
|
|
$
|
(5,192
|
)
|
|
$
|
1,379,273
|
|
|
$
|
280,662
|
|
|
$
|
881,055
|
|
|
$
|
2,540,990
|
|
Balance at January 1, 2019
|
201,400,500
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
289,815
|
|
|
$
|
1,299,418
|
|
|
$
|
(473,276
|
)
|
|
$
|
(4,159
|
)
|
|
$
|
1,376,196
|
|
|
$
|
271,522
|
|
|
$
|
804,122
|
|
|
$
|
2,451,840
|
|
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,322
|
|
|
—
|
|
|
—
|
|
|
68,322
|
|
|
—
|
|
|
—
|
|
|
68,322
|
|
|||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
526
|
|
|
—
|
|
|
526
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
(8,766
|
)
|
|
(9,562
|
)
|
|
(214,620
|
)
|
|
—
|
|
|
—
|
|
|
(232,948
|
)
|
|
(3,159
|
)
|
|
(251,720
|
)
|
|
(487,827
|
)
|
|||||||||
Payments related to issuances of Class A shares for equity-based awards
|
2,511,101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,830
|
|
|
(44,283
|
)
|
|
—
|
|
|
(39,453
|
)
|
|
—
|
|
|
—
|
|
|
(39,453
|
)
|
|||||||||
Repurchase of Class A shares
|
(3,576,014
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106,116
|
)
|
|
—
|
|
|
—
|
|
|
(106,116
|
)
|
|
—
|
|
|
—
|
|
|
(106,116
|
)
|
|||||||||
Exchange of AOG Units for Class A shares
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|
—
|
|
|
(368
|
)
|
|
82
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
8,766
|
|
|
9,562
|
|
|
—
|
|
|
295,552
|
|
|
—
|
|
|
313,880
|
|
|
13,805
|
|
|
330,043
|
|
|
657,728
|
|
|||||||||
Currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|
(195
|
)
|
|
(2,032
|
)
|
|
(178
|
)
|
|
(2,405
|
)
|
|||||||||
Net loss from change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(952
|
)
|
|
(952
|
)
|
|
—
|
|
|
(960
|
)
|
|
(1,912
|
)
|
|||||||||
Net gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
114
|
|
|
—
|
|
|
116
|
|
|
230
|
|
|||||||||
Balance at June 30, 2019
|
200,435,587
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
289,815
|
|
|
$
|
1,052,259
|
|
|
$
|
(222,007
|
)
|
|
$
|
(5,192
|
)
|
|
$
|
1,379,273
|
|
|
$
|
280,662
|
|
|
$
|
881,055
|
|
|
$
|
2,540,990
|
|
|
Apollo Global Management, Inc. Stockholders
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Series A Preferred Stock
|
|
Series B Preferred Stock
|
|
Additional
Paid in
Capital
|
|
Accumulated
Deficit |
|
Accumulated
Other
Comprehensive Loss
|
|
Total Apollo
Global
Management,
Inc.
Stockholders’
Equity
|
|
Non-
Controlling
Interests in
Consolidated
Entities
|
|
Non-
Controlling
Interests in
Apollo
Operating
Group
|
|
Total
Stockholders’
Equity
|
|||||||||||||||||||||
Balance at April 1, 2020
|
228,834,099
|
|
|
1
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
289,815
|
|
|
$
|
1,085,949
|
|
|
$
|
(1,075,323
|
)
|
|
$
|
(8,201
|
)
|
|
$
|
556,638
|
|
|
$
|
2,122,281
|
|
|
$
|
820,115
|
|
|
$
|
3,499,034
|
|
Dilution impact of issuance of Class A Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,539
|
|
|
—
|
|
|
—
|
|
|
47,539
|
|
|
—
|
|
|
—
|
|
|
47,539
|
|
|||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,826
|
|
|
—
|
|
|
38,826
|
|
|||||||||
Dividends/ Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,383
|
)
|
|
(4,782
|
)
|
|
(99,789
|
)
|
|
—
|
|
|
—
|
|
|
(108,954
|
)
|
|
(98,633
|
)
|
|
(128,662
|
)
|
|
(336,249
|
)
|
|||||||||
Payments related to issuances of Class A Common Stock for equity-based awards
|
355,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,383
|
)
|
|
(15,586
|
)
|
|
—
|
|
|
(16,969
|
)
|
|
—
|
|
|
—
|
|
|
(16,969
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,383
|
|
|
4,782
|
|
|
—
|
|
|
437,164
|
|
|
—
|
|
|
446,329
|
|
|
41,068
|
|
|
511,688
|
|
|
999,085
|
|
|||||||||
Currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,178
|
|
|
2,178
|
|
|
4,328
|
|
|
437
|
|
|
6,943
|
|
|||||||||
Net gain from change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
|
—
|
|
|
24
|
|
|
50
|
|
|||||||||
Net loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,118
|
|
|
2,118
|
|
|
—
|
|
|
1,434
|
|
|
3,552
|
|
|||||||||
Balance at June 30, 2020
|
229,189,715
|
|
|
1
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
289,815
|
|
|
$
|
1,032,442
|
|
|
$
|
(653,745
|
)
|
|
$
|
(3,879
|
)
|
|
$
|
929,031
|
|
|
$
|
2,107,870
|
|
|
$
|
1,205,036
|
|
|
$
|
4,241,937
|
|
Balance at January 1, 2020
|
222,994,407
|
|
|
1
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
289,815
|
|
|
$
|
1,302,587
|
|
|
$
|
—
|
|
|
$
|
(4,578
|
)
|
|
$
|
1,852,222
|
|
|
$
|
281,904
|
|
|
$
|
904,001
|
|
|
$
|
3,038,127
|
|
Equity transaction with Athene Holding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,868
|
)
|
|
—
|
|
|
—
|
|
|
(54,868
|
)
|
|
—
|
|
|
1,214,577
|
|
|
1,159,709
|
|
|||||||||
Consolidation of VIEs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,895,095
|
|
|
—
|
|
|
1,895,095
|
|
|||||||||
Dilution impact of issuance of Class A Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,329
|
|
|
—
|
|
|
—
|
|
|
8,329
|
|
|
—
|
|
|
—
|
|
|
8,329
|
|
|||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,230
|
|
|
—
|
|
|
—
|
|
|
93,230
|
|
|
—
|
|
|
—
|
|
|
93,230
|
|
|||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181,853
|
|
|
—
|
|
|
181,853
|
|
|||||||||
Dividends/ Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,766
|
)
|
|
(9,563
|
)
|
|
(312,638
|
)
|
|
—
|
|
|
—
|
|
|
(330,967
|
)
|
|
(127,570
|
)
|
|
(284,300
|
)
|
|
(742,837
|
)
|
|||||||||
Payments related to issuances of Class A Common Stock for equity-based awards
|
3,151,903
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,991
|
|
|
(85,527
|
)
|
|
—
|
|
|
(56,536
|
)
|
|
—
|
|
|
—
|
|
|
(56,536
|
)
|
|||||||||
Repurchase of Class A Common Stock
|
(2,194,095
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,205
|
)
|
|
—
|
|
|
—
|
|
|
(64,205
|
)
|
|
—
|
|
|
—
|
|
|
(64,205
|
)
|
|||||||||
Exchange of AOG Units for Class A Common Stock
|
5,237,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,016
|
|
|
—
|
|
|
—
|
|
|
31,016
|
|
|
—
|
|
|
(16,967
|
)
|
|
14,049
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,766
|
|
|
9,563
|
|
|
—
|
|
|
(568,218
|
)
|
|
—
|
|
|
(549,889
|
)
|
|
(123,341
|
)
|
|
(611,528
|
)
|
|
(1,284,758
|
)
|
|||||||||
Currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,381
|
|
|
1,381
|
|
|
(71
|
)
|
|
(182
|
)
|
|
1,128
|
|
|||||||||
Net gain from change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
54
|
|
|
—
|
|
|
47
|
|
|
101
|
|
|||||||||
Net loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(736
|
)
|
|
(736
|
)
|
|
—
|
|
|
(612
|
)
|
|
(1,348
|
)
|
|||||||||
Balance at June 30, 2020
|
229,189,715
|
|
|
1
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
289,815
|
|
|
$
|
1,032,442
|
|
|
$
|
(653,745
|
)
|
|
$
|
(3,879
|
)
|
|
$
|
929,031
|
|
|
$
|
2,107,870
|
|
|
$
|
1,205,036
|
|
|
$
|
4,241,937
|
|
|
For the Six Months Ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(1,284,758
|
)
|
|
$
|
657,728
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Equity-based compensation
|
111,542
|
|
|
89,739
|
|
||
Depreciation and amortization
|
8,549
|
|
|
7,392
|
|
||
Unrealized (gains) losses from investment activities
|
994,434
|
|
|
(63,088
|
)
|
||
Principal investment (income) loss
|
76,228
|
|
|
(65,627
|
)
|
||
Performance allocations
|
809,724
|
|
|
(428,359
|
)
|
||
Change in fair value of contingent obligations
|
(547
|
)
|
|
20,051
|
|
||
Deferred taxes, net
|
(180,016
|
)
|
|
29,651
|
|
||
Net loss related to cash flow hedge instruments
|
—
|
|
|
(1,974
|
)
|
||
Non-cash lease expense
|
26,288
|
|
|
10,733
|
|
||
Other non-cash amounts included in net income (loss), net
|
7,180
|
|
|
(18,413
|
)
|
||
Cash flows due to changes in operating assets and liabilities:
|
|
|
|
||||
Incentive fees receivable
|
1,550
|
|
|
6,792
|
|
||
Due from related parties
|
(73,671
|
)
|
|
(73,164
|
)
|
||
Accounts payable and accrued expenses
|
25,570
|
|
|
18,898
|
|
||
Accrued compensation and benefits
|
74,430
|
|
|
39,209
|
|
||
Deferred revenue
|
(19,798
|
)
|
|
(11,330
|
)
|
||
Due to related parties
|
(911
|
)
|
|
474
|
|
||
Profit sharing payable
|
(258,316
|
)
|
|
125,076
|
|
||
Lease liability
|
(14,265
|
)
|
|
(11,075
|
)
|
||
Other assets and other liabilities, net
|
(27,588
|
)
|
|
(32,560
|
)
|
||
Cash distributions of earnings from principal investments
|
12,276
|
|
|
20,864
|
|
||
Cash distributions of earnings from performance allocations
|
200,846
|
|
|
123,142
|
|
||
Satisfaction of contingent obligations
|
(12,870
|
)
|
|
(1,315
|
)
|
||
Apollo Fund and VIE related:
|
|
|
|
||||
Net realized and unrealized (gains) losses from investing activities and debt
|
319,347
|
|
|
(13,000
|
)
|
||
Cash transferred from consolidated VIEs
|
502,153
|
|
|
—
|
|
||
Purchases of investments
|
(1,349,102
|
)
|
|
(179,744
|
)
|
||
Proceeds from sale of investments
|
1,158,433
|
|
|
186,778
|
|
||
Changes in other assets and other liabilities, net
|
(169,334
|
)
|
|
13,732
|
|
||
Net Cash Provided by Operating Activities
|
$
|
937,374
|
|
|
$
|
450,610
|
|
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchases of fixed assets
|
$
|
(37,619
|
)
|
|
$
|
(9,624
|
)
|
Acquisitions
|
48,518
|
|
|
—
|
|
||
Proceeds from sale of investments
|
21,855
|
|
|
1,878
|
|
||
Purchase of investments
|
(522,432
|
)
|
|
(15,048
|
)
|
||
Purchase of U.S. Treasury securities
|
(1,056,827
|
)
|
|
(541,530
|
)
|
||
Proceeds from maturities of U.S. Treasury securities
|
840,020
|
|
|
229,322
|
|
||
Cash contributions to equity method investments
|
(159,781
|
)
|
|
(95,141
|
)
|
||
Cash distributions from equity method investments
|
91,892
|
|
|
33,434
|
|
||
Issuance of related party loans
|
(315
|
)
|
|
(1,525
|
)
|
||
Other investing activities
|
(241
|
)
|
|
(13
|
)
|
||
Net Cash Used in Investing Activities
|
$
|
(774,930
|
)
|
|
$
|
(398,247
|
)
|
Cash Flows from Financing Activities:
|
|
|
|
||||
Principal repayments of debt
|
$
|
(16,990
|
)
|
|
$
|
(29
|
)
|
Dividends to Preferred Stockholders
|
(18,329
|
)
|
|
(18,328
|
)
|
||
Issuance of debt
|
518,756
|
|
|
1,005,964
|
|
||
Satisfaction of tax receivable agreement
|
(48,195
|
)
|
|
(37,234
|
)
|
||
Repurchase of Class A Common Stock
|
(64,205
|
)
|
|
(106,116
|
)
|
||
Payments related to deliveries of Class A Common Stock for RSUs
|
(85,527
|
)
|
|
(44,283
|
)
|
||
Dividends paid
|
(312,638
|
)
|
|
(214,620
|
)
|
||
Distributions paid to Non-Controlling Interests in Apollo Operating Group
|
(284,300
|
)
|
|
(251,720
|
)
|
||
Issuance of related party loans
|
(28,280
|
)
|
|
—
|
|
||
Repayment of related party loans
|
28,280
|
|
|
—
|
|
||
Other financing activities
|
(8,690
|
)
|
|
(17,509
|
)
|
||
Apollo Fund and VIE related:
|
|
|
|
||||
Issuance of debt
|
821,573
|
|
|
—
|
|
||
Principal repayment of debt
|
(716,184
|
)
|
|
—
|
|
||
Issuances of debt within other liabilities of consolidated VIEs
|
67,459
|
|
|
—
|
|
||
Distributions paid to Non-Controlling Interests in consolidated entities
|
(125,208
|
)
|
|
(1,207
|
)
|
||
Contributions from Non-Controlling Interests in consolidated entities
|
181,687
|
|
|
305
|
|
||
Net Cash Provided by (Used in) Financing Activities
|
$
|
(90,791
|
)
|
|
$
|
315,223
|
|
Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities
|
71,653
|
|
|
367,586
|
|
||
Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, Beginning of Period
|
1,621,310
|
|
|
662,875
|
|
||
Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, End of Period
|
$
|
1,692,963
|
|
|
$
|
1,030,461
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
60,837
|
|
|
$
|
29,440
|
|
Interest paid by consolidated variable interest entities
|
116,365
|
|
|
7,104
|
|
||
Income taxes paid
|
16,399
|
|
|
18,771
|
|
||
Supplemental Disclosure of Non-Cash Investing Activities:
|
|
|
|
||||
Non-cash distributions from principal investments
|
$
|
(4,642
|
)
|
|
$
|
(1,019
|
)
|
Non-cash purchases of other investments, at fair value
|
1,153,316
|
|
|
—
|
|
||
Non-cash loss on Athene equity swap
|
(61,261
|
)
|
|
—
|
|
||
Acquisition of goodwill
|
663
|
|
|
—
|
|
||
Contingent consideration
|
(6,208
|
)
|
|
—
|
|
||
Supplemental Disclosure of Non-Cash Financing Activities:
|
|
|
|
||||
Capital increases related to equity-based compensation
|
$
|
93,230
|
|
|
$
|
68,322
|
|
Issuance of restricted shares
|
28,991
|
|
|
4,830
|
|
||
Non-cash issuance of AOG units to Athene
|
1,214,577
|
|
|
—
|
|
||
Other non-cash financing activities
|
8,329
|
|
|
(25
|
)
|
||
Net Assets Transferred from Consolidated Variable Interest Entity:
|
|
|
|
||||
Investments, at fair value
|
$
|
9,061,907
|
|
|
$
|
—
|
|
Other assets
|
130,907
|
|
|
—
|
|
||
Debt, at fair value
|
(6,829,326
|
)
|
|
—
|
|
||
Other liabilities
|
(967,575
|
)
|
|
—
|
|
||
Non-Controlling interest in consolidated entities related to acquisition
|
(1,898,067
|
)
|
|
—
|
|
||
Adjustments related to exchange of Apollo Operating Group units:
|
|
|
|
||||
Deferred tax assets
|
$
|
76,580
|
|
|
$
|
546
|
|
Due to related parties
|
(62,531
|
)
|
|
(464
|
)
|
||
Additional paid in capital
|
(14,049
|
)
|
|
(82
|
)
|
||
Non-Controlling Interest in Apollo Operating Group
|
16,967
|
|
|
368
|
|
||
|
|
|
|
||||
Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Consolidated Statements of Financial Condition:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
939,824
|
|
|
$
|
945,725
|
|
Restricted cash
|
81,378
|
|
|
17,651
|
|
||
Cash and cash equivalents held at consolidated variable interest entities
|
671,761
|
|
|
67,085
|
|
||
Total Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities
|
$
|
1,692,963
|
|
|
$
|
1,030,461
|
|
•
|
Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed investments across the capital structure;
|
•
|
Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments; and
|
•
|
Real assets—primarily invests in (i) real estate equity and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies, (ii) real estate and infrastructure debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities and (iii) European performing and non-performing loans, and unsecured consumer loans.
|
|
As of
June 30, 2020 |
|
As of
December 31, 2019 |
||||
Investments, at fair value
|
$
|
1,714,125
|
|
|
$
|
1,053,556
|
|
Equity method investments
|
941,288
|
|
|
1,048,732
|
|
||
Performance allocations
|
691,022
|
|
|
1,507,571
|
|
||
Total Investments
|
$
|
3,346,435
|
|
|
$
|
3,609,859
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(in millions)
|
|
|
||||||||||||
Statements of Operations
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
4,398
|
|
|
$
|
3,423
|
|
|
$
|
2,849
|
|
|
8,418
|
|
|
Expenses
|
3,317
|
|
|
2,673
|
|
|
3,150
|
|
|
6,928
|
|
||||
Income (loss) before income tax provision
|
1,081
|
|
|
750
|
|
|
(301
|
)
|
|
1,490
|
|
||||
Income tax provision (benefit)
|
150
|
|
|
30
|
|
|
(16
|
)
|
|
$
|
62
|
|
|||
Net income (loss)
|
931
|
|
|
$
|
720
|
|
|
(285
|
)
|
|
1,428
|
|
|||
Net loss attributable to Non-Controlling Interests
|
88
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
||||
Net income (loss) available to Athene shareholders
|
$
|
843
|
|
|
720
|
|
|
$
|
(204
|
)
|
|
1,428
|
|
||
Preferred stock dividends
|
19
|
|
|
—
|
|
|
37
|
|
|
—
|
|
||||
Net income (loss) available to Athene common shareholders
|
$
|
824
|
|
|
720
|
|
|
$
|
(241
|
)
|
|
$
|
1,428
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Realized gains on sales of investments, net
|
$
|
70
|
|
|
$
|
182
|
|
|
$
|
1,877
|
|
|
$
|
45
|
|
Net change in unrealized gains (losses) due to changes in fair value
|
268,597
|
|
|
44,878
|
|
|
(997,761
|
)
|
|
63,844
|
|
||||
Net gains (losses) from investment activities
|
$
|
268,667
|
|
|
$
|
45,060
|
|
|
$
|
(995,884
|
)
|
|
$
|
63,889
|
|
|
Equity Held as of
|
|||||||
|
June 30, 2020
|
(4)
|
December 31, 2019
|
(4)
|
||||
Credit(1)
|
$
|
264,797
|
|
|
$
|
318,054
|
|
|
Private Equity(2)
|
601,870
|
|
|
632,540
|
|
|
||
Real Assets
|
74,621
|
|
|
98,138
|
|
|
||
Total equity method investments(3)
|
$
|
941,288
|
|
|
$
|
1,048,732
|
|
|
(1)
|
The equity method investment in AINV was $41.2 million and $51.0 million as of June 30, 2020 and December 31, 2019, respectively. The value of the Company’s investment in AINV was $27.8 million and $51.3 million based on the quoted market price of AINV as of June 30, 2020 and December 31, 2019, respectively.
|
(2)
|
The equity method investment in Fund VIII was $309.5 million and $370.7 million as of June 30, 2020 and December 31, 2019, respectively, representing an ownership percentage of 2.2% and 2.2% as of June 30, 2020 and December 31, 2019, respectively.
|
(3)
|
Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds’ investments.
|
(4)
|
Some amounts included are a quarter in arrears.
|
|
As of June 30, 2020
|
|
As of December 31, 2019
|
||||
Credit
|
$
|
309,880
|
|
|
$
|
418,517
|
|
Private Equity
|
257,713
|
|
|
822,531
|
|
||
Real Assets
|
123,429
|
|
|
266,523
|
|
||
Total performance allocations
|
$
|
691,022
|
|
|
$
|
1,507,571
|
|
|
As of June 30, 2020
|
|
As of December 31, 2019
|
||||
Credit
|
$
|
283,859
|
|
|
$
|
314,125
|
|
Private Equity
|
117,706
|
|
|
329,817
|
|
||
Real Assets
|
85,371
|
|
|
114,727
|
|
||
Total profit sharing payable
|
$
|
486,936
|
|
|
$
|
758,669
|
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||
Profit sharing payable, January 1, 2020
|
$
|
314,125
|
|
|
$
|
329,817
|
|
|
$
|
114,727
|
|
|
$
|
758,669
|
|
Profit sharing expense
|
43,898
|
|
|
(205,165
|
)
|
|
(14,323
|
)
|
|
(175,590
|
)
|
||||
Payments/other
|
(74,164
|
)
|
|
(6,946
|
)
|
|
(15,033
|
)
|
|
(96,143
|
)
|
||||
Profit sharing payable, June 30, 2020
|
$
|
283,859
|
|
|
$
|
117,706
|
|
|
$
|
85,371
|
|
|
$
|
486,936
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
|
||||||||||||
|
2020
|
(1)
|
2019
|
(1)
|
2020
|
(1)
|
2019
|
(1)
|
||||||||
Net gains (losses) from investment activities
|
$
|
478,480
|
|
|
$
|
5,805
|
|
|
$
|
(500,744
|
)
|
|
$
|
23,787
|
|
|
Net gains (losses) from debt
|
(353,182
|
)
|
|
(2,134
|
)
|
|
181,269
|
|
|
(11,070
|
)
|
|
||||
Interest and other income
|
84,609
|
|
|
8,454
|
|
|
236,051
|
|
|
13,415
|
|
|
||||
Interest and other expenses
|
(152,045
|
)
|
|
(7,494
|
)
|
|
(24,634
|
)
|
|
(12,035
|
)
|
|
||||
Net gains (losses) from investment activities of consolidated variable interest entities
|
$
|
57,862
|
|
|
$
|
4,631
|
|
|
$
|
(108,058
|
)
|
|
$
|
14,097
|
|
|
(1)
|
Amounts reflect consolidation eliminations.
|
|
As of June 30, 2020
|
|
As of December 31, 2019
|
||||||||||||||
|
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)
|
$
|
5,154,883
|
|
|
3.04
|
%
|
|
5.9
|
|
$
|
757,628
|
|
|
1.56
|
%
|
|
10.2
|
Subordinated Notes(2)
|
600,846
|
|
|
N/A
|
|
(1)
|
21.1
|
|
93,572
|
|
|
N/A
|
|
(1)
|
20.4
|
||
Secured Borrowings(2)(3)
|
313,985
|
|
|
2.70
|
%
|
|
0.4
|
|
18,976
|
|
|
3.69
|
%
|
|
7.8
|
||
Total
|
$
|
6,069,714
|
|
|
|
|
|
|
$
|
870,176
|
|
|
|
|
|
(1)
|
The subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.
|
(2)
|
The notes and borrowings of the consolidated VIEs are collateralized by assets held by each respective vehicle and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. As of June 30, 2020 and December 31, 2019, the fair value of these consolidated VIEs’ assets were $6.3 billion and $1.3 billion, respectively.
|
(3)
|
As of June 30, 2020 and December 31, 2019, secured borrowings consist of consolidated VIEs’ obligations through a repurchase agreement redeemable at maturity with third party lenders. The fair value of the secured borrowings as of June 30, 2020 approximates principal outstanding due to the short term nature of the borrowings. These secured borrowings are classified as a Level III liability within the fair value hierarchy. The fair value of the secured borrowing as of December 31, 2019 was $19.0 million. This secured borrowing was repaid during the six months ended June 30, 2020.
|
|
As of
June 30, 2020 |
|
As of
December 31, 2019 |
||||
Assets:
|
|
|
|
||||
Cash
|
$
|
469,164
|
|
|
$
|
222,481
|
|
Investments
|
4,261,295
|
|
|
5,418,295
|
|
||
Receivables
|
76,121
|
|
|
137,165
|
|
||
Total Assets
|
$
|
4,806,580
|
|
|
$
|
5,777,941
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Debt and other payables
|
$
|
1,297,938
|
|
|
$
|
3,449,227
|
|
Total Liabilities
|
$
|
1,297,938
|
|
|
$
|
3,449,227
|
|
|
|
|
|
||||
Apollo Exposure(1)
|
$
|
154,687
|
|
|
$
|
250,521
|
|
(1)
|
Represents Apollo’s direct investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative performance allocations are subject to reversal in the event of future losses, as discussed in note 16.
|
|
As of June 30, 2020
|
||||||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Cost
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities, at fair value
|
$
|
764,923
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
764,923
|
|
|
$
|
735,804
|
|
Investments, at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in Athene Holding
|
—
|
|
|
1,403,481
|
|
|
—
|
|
|
1,403,481
|
|
|
2,093,426
|
|
|||||
Other investments
|
—
|
|
|
43,291
|
|
|
267,353
|
|
(1)
|
310,644
|
|
|
290,390
|
|
|||||
Total investments, at fair value
|
—
|
|
|
1,446,772
|
|
|
267,353
|
|
|
1,714,125
|
|
|
2,383,816
|
|
|||||
Investments of VIEs, at fair value
|
—
|
|
|
1,970,920
|
|
|
8,015,580
|
|
|
9,986,500
|
|
|
|
||||||
Investments of VIEs, valued using NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
52,300
|
|
|
|
||||||
Total investments of VIEs, at fair value
|
—
|
|
|
1,970,920
|
|
|
8,015,580
|
|
|
10,038,800
|
|
|
|
||||||
Derivative assets(2)
|
—
|
|
|
410
|
|
|
—
|
|
|
410
|
|
|
|
||||||
Total Assets
|
$
|
764,923
|
|
|
$
|
3,418,102
|
|
|
$
|
8,282,933
|
|
|
$
|
12,518,258
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt of VIEs, at fair value
|
$
|
—
|
|
|
$
|
1,437,435
|
|
|
$
|
4,242,058
|
|
|
$
|
5,679,493
|
|
|
|
||
Other liabilities of VIEs, at fair value
|
—
|
|
|
—
|
|
|
16,689
|
|
|
16,689
|
|
|
|
||||||
Contingent consideration obligations(3)
|
—
|
|
|
—
|
|
|
99,097
|
|
|
99,097
|
|
|
|
||||||
Derivative liabilities(2)
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
|
||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
1,437,490
|
|
|
$
|
4,357,844
|
|
|
$
|
5,795,334
|
|
|
|
|
As of December 31, 2019
|
||||||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Cost
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities, at fair value
|
$
|
664,249
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
664,249
|
|
|
$
|
642,176
|
|
Investments, at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in Athene Holding
|
897,052
|
|
|
—
|
|
|
—
|
|
|
897,052
|
|
|
590,110
|
|
|||||
Other investments
|
—
|
|
|
43,094
|
|
|
113,410
|
|
(1)
|
156,504
|
|
|
135,686
|
|
|||||
Total investments, at fair value
|
897,052
|
|
|
43,094
|
|
|
113,410
|
|
|
1,053,556
|
|
|
725,796
|
|
|||||
Investments of VIEs, at fair value
|
—
|
|
|
891,256
|
|
|
321,069
|
|
|
1,212,325
|
|
|
|
||||||
Investments of VIEs, valued using NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
844
|
|
|
|
||||||
Total investments of VIEs, at fair value
|
—
|
|
|
891,256
|
|
|
321,069
|
|
|
1,213,169
|
|
|
|
||||||
Derivative assets(2)
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
|
|
||||||
Total Assets
|
$
|
1,561,301
|
|
|
$
|
934,599
|
|
|
$
|
434,479
|
|
|
$
|
2,931,223
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities of VIEs, at fair value
|
$
|
—
|
|
|
$
|
850,147
|
|
|
$
|
—
|
|
|
$
|
850,147
|
|
|
|
||
Contingent consideration obligations(3)
|
—
|
|
|
—
|
|
|
112,514
|
|
|
112,514
|
|
|
|
||||||
Derivative liabilities(2)
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
|
|
||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
850,240
|
|
|
$
|
112,514
|
|
|
$
|
962,754
|
|
|
|
(1)
|
Other investments as of December 31, 2019 excludes $25.8 million of performance allocations classified as Level III related to certain investments for which the Company has elected the fair value option. The Company’s policy is to account for performance allocations as investments.
|
(2)
|
Derivative assets and derivative liabilities are presented as a component of Other assets and Other liabilities, respectively, in the condensed consolidated statements of financial condition.
|
(3)
|
Profit sharing payable includes contingent obligations classified as Level III.
|
|
For the Three Months Ended June 30, 2020
|
||||||||||
|
Other Investments
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||
Balance, Beginning of Period
|
$
|
118,112
|
|
|
$
|
7,640,903
|
|
|
$
|
7,759,015
|
|
Purchases
|
128,551
|
|
|
530,348
|
|
|
658,899
|
|
|||
Sales of investments/distributions
|
(966
|
)
|
|
(154,724
|
)
|
|
(155,690
|
)
|
|||
Settlements
|
—
|
|
|
(252,776
|
)
|
|
(252,776
|
)
|
|||
Net realized gains
|
966
|
|
|
1,355
|
|
|
2,321
|
|
|||
Changes in net unrealized gains
|
16,443
|
|
|
308,146
|
|
|
324,589
|
|
|||
Cumulative translation adjustment
|
4,521
|
|
|
7,637
|
|
|
12,158
|
|
|||
Transfer into Level III(1)
|
—
|
|
|
1,706
|
|
|
1,706
|
|
|||
Transfer out of Level III(1)
|
(274
|
)
|
|
(67,015
|
)
|
|
(67,289
|
)
|
|||
Balance, End of Period
|
$
|
267,353
|
|
|
$
|
8,015,580
|
|
|
$
|
8,282,933
|
|
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date
|
$
|
16,442
|
|
|
$
|
—
|
|
|
$
|
16,442
|
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
70,639
|
|
|
70,639
|
|
|
For the Three Months Ended June 30, 2019
|
||||||||||
|
Other Investments
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||
Balance, Beginning of Period
|
$
|
109,351
|
|
|
$
|
293,448
|
|
|
$
|
402,799
|
|
Sale of investments/distributions
|
(819
|
)
|
|
—
|
|
|
(819
|
)
|
|||
Changes in net unrealized gains
|
4,755
|
|
|
3,252
|
|
|
8,007
|
|
|||
Cumulative translation adjustment
|
1,299
|
|
|
4,366
|
|
|
5,665
|
|
|||
Transfer out of Level III(1)
|
(147
|
)
|
|
—
|
|
|
(147
|
)
|
|||
Balance, End of Period
|
$
|
114,439
|
|
|
$
|
301,066
|
|
|
$
|
415,505
|
|
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date
|
$
|
4,755
|
|
|
$
|
—
|
|
|
$
|
4,755
|
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
3,253
|
|
|
3,253
|
|
|
For the Six Months Ended June 30, 2020
|
||||||||||
|
Other Investments
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||
Balance, Beginning of Period
|
$
|
113,410
|
|
|
$
|
321,069
|
|
|
$
|
434,479
|
|
Transfer in due to consolidation
|
—
|
|
|
7,794,128
|
|
|
7,794,128
|
|
|||
Purchases
|
159,955
|
|
|
859,580
|
|
|
1,019,535
|
|
|||
Sale of investments/distributions
|
(9,378
|
)
|
|
(183,877
|
)
|
|
(193,255
|
)
|
|||
Settlements
|
—
|
|
|
(437,948
|
)
|
|
(437,948
|
)
|
|||
Net realized gains (losses)
|
1,751
|
|
|
121
|
|
|
1,872
|
|
|||
Changes in net unrealized gains
|
(1,181
|
)
|
|
(334,556
|
)
|
|
(335,737
|
)
|
|||
Cumulative translation adjustment
|
3,070
|
|
|
(3,784
|
)
|
|
(714
|
)
|
|||
Transfer into Level III(1)
|
—
|
|
|
70,636
|
|
|
70,636
|
|
|||
Transfer out of Level III(1)
|
(274
|
)
|
|
(69,789
|
)
|
|
(70,063
|
)
|
|||
Balance, End of Period
|
$
|
267,353
|
|
|
$
|
8,015,580
|
|
|
$
|
8,282,933
|
|
Change in net unrealized gains included in principal investment income related to investments still held at reporting date
|
$
|
(1,181
|
)
|
|
$
|
—
|
|
|
$
|
(1,181
|
)
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
(47,303
|
)
|
|
(47,303
|
)
|
|
For the Six Months Ended June 30, 2019
|
||||||||||
|
Other Investments
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||
Balance, Beginning of Period
|
$
|
96,370
|
|
|
$
|
295,987
|
|
|
$
|
392,357
|
|
Purchases
|
15,048
|
|
|
—
|
|
|
15,048
|
|
|||
Sale of investments/distributions
|
(1,878
|
)
|
|
—
|
|
|
(1,878
|
)
|
|||
Changes in net unrealized gains
|
6,573
|
|
|
11,172
|
|
|
17,745
|
|
|||
Cumulative translation adjustment
|
(745
|
)
|
|
(1,977
|
)
|
|
(2,722
|
)
|
|||
Transfer out of Level III(1)
|
(929
|
)
|
|
(4,116
|
)
|
|
(5,045
|
)
|
|||
Balance, End of Period
|
$
|
114,439
|
|
|
$
|
301,066
|
|
|
$
|
415,505
|
|
Change in net unrealized gains included in principal investment income related to investments still held at reporting date
|
$
|
6,573
|
|
|
$
|
—
|
|
|
$
|
6,573
|
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
11,173
|
|
|
11,173
|
|
(1)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from external pricing services.
|
|
For the Three Months Ended June 30,
|
||||||||||||||
|
2020
|
|
2019
|
||||||||||||
|
Contingent Consideration Obligations
|
|
Debt and Other Liabilities of Consolidated VIEs
|
|
Total
|
|
Contingent Consideration Obligations
|
||||||||
Balance, Beginning of Period
|
$
|
76,700
|
|
|
$
|
3,795,866
|
|
|
$
|
3,872,566
|
|
|
$
|
76,500
|
|
Transfer in due to consolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Issuances
|
—
|
|
|
213,828
|
|
|
213,828
|
|
|
—
|
|
||||
Repayments
|
(219
|
)
|
|
(18,750
|
)
|
|
(18,969
|
)
|
|
—
|
|
||||
Net realized gains
|
—
|
|
|
3,459
|
|
|
3,459
|
|
|
—
|
|
||||
Changes in net unrealized (gains) losses(1)
|
22,616
|
|
|
255,950
|
|
|
278,566
|
|
|
16,723
|
|
||||
Cumulative translation adjustment
|
—
|
|
|
8,394
|
|
|
8,394
|
|
|
—
|
|
||||
Balance, End of Period
|
$
|
99,097
|
|
|
$
|
4,258,747
|
|
|
$
|
4,357,844
|
|
|
$
|
93,223
|
|
|
For the Six Months Ended June 30,
|
||||||||||||||
|
2020
|
|
2019
|
||||||||||||
|
Contingent Consideration Obligations
|
|
Liabilities of Consolidated VIEs & Apollo Funds
|
|
Total
|
|
Contingent Consideration Obligations
|
||||||||
Balance, Beginning of Period
|
$
|
112,514
|
|
|
$
|
—
|
|
|
$
|
112,514
|
|
|
$
|
74,487
|
|
Transfer in due to consolidation
|
—
|
|
|
4,291,286
|
|
|
4,291,286
|
|
|
—
|
|
||||
Issuances
|
—
|
|
|
302,928
|
|
|
302,928
|
|
|
—
|
|
||||
Repayments
|
(12,870
|
)
|
|
(198,750
|
)
|
|
(211,620
|
)
|
|
(1,315
|
)
|
||||
Net realized gains
|
—
|
|
|
3,459
|
|
|
3,459
|
|
|
|
|||||
Changes in net unrealized (gains) losses(1)
|
(547
|
)
|
|
(142,043
|
)
|
|
(142,590
|
)
|
|
20,051
|
|
||||
Cumulative translation adjustment
|
—
|
|
|
1,867
|
|
|
1,867
|
|
|
—
|
|
||||
Balance, End of Period
|
$
|
99,097
|
|
|
$
|
4,258,747
|
|
|
$
|
4,357,844
|
|
|
$
|
93,223
|
|
(1)
|
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.
|
|
As of June 30, 2020
|
|||||||||
|
Fair Value
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average (1)
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
||
Investment in Athora Holding
|
$
|
192,575
|
|
Transactional value
|
|
N/A
|
|
N/A
|
|
N/A
|
Investment in Redding Ridge
|
67,524
|
|
Discounted cash flow
|
|
Discount rate
|
|
18.0%
|
|
18.0%
|
|
Other investments
|
7,254
|
|
Third party pricing
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Investments of consolidated VIEs:
|
|
|
|
|
|
|
|
|
||
Bank loans
|
3,726,635
|
|
Discounted cash flow
|
|
Discount rate
|
|
2.8% - 18.2%
|
|
4.9%
|
|
|
|
Guideline public company
|
|
TEV / EBITDA
|
|
2.0x - 14.1x
|
|
9.1x
|
||
|
|
Third party pricing
|
|
N/A
|
|
N/A
|
|
N/A
|
||
|
|
Transactional value
|
|
Cost
|
|
N/A
|
|
N/A
|
||
Bonds
|
49,793
|
|
Discounted cash flow
|
|
Discount rate
|
|
5.5% - 17.5%
|
|
7.1%
|
|
Equity Securities
|
852,290
|
|
Discounted cash flow
|
|
Discount rate
|
|
7.5% - 23.0%
|
|
8.9%
|
|
|
|
Option model
|
|
Volatility
|
|
60% - 75%
|
|
75.0%
|
||
|
|
Dividend discount model
|
|
Discount rate
|
|
9.1% - 13.0%
|
|
10.6%
|
||
|
|
Market comparable companies
|
|
Comparable company multiple
|
|
1.2x
|
|
1.2x
|
||
|
|
Market comparable company
|
|
TBV
|
|
0.4
|
|
0.4
|
||
|
|
Adjusted transaction value
|
|
Purchase multiple
|
|
1.35x
|
|
1.35x
|
||
|
|
Transactional value
|
|
Cost
|
|
N/A
|
|
N/A
|
||
Other Equity Investments
|
536,517
|
|
Discounted cash flow
|
|
Discount rate
|
|
4.4% - 8.0%
|
|
6.4%
|
|
Real Estate
|
360,003
|
|
Discounted cash flow
|
|
Discount rate
|
|
6.3% - 13.5%
|
|
7.9%
|
|
|
|
Discounted cash flow
|
|
Capitalization rate
|
|
5.8% - 8.3%
|
|
6.9%
|
||
|
|
Direct capitalization
|
|
Capitalization rate
|
|
5.3% - 8.5%
|
|
6.8%
|
||
Profit participating notes
|
2,447,245
|
|
Discount cash flow
|
|
Discount rate
|
|
7.5% - 15.0%
|
|
14.7%
|
|
Warrants
|
1,836
|
|
Option model
|
|
Volatility
|
|
50.0% - 59.3%
|
|
52.9%
|
|
CLO notes
|
41,261
|
|
Third party pricing
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total Investments of Consolidated VIEs
|
8,015,580
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
8,282,933
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
||
Liabilities of Consolidated VIEs:
|
|
|
|
|
|
|
|
|
||
Secured loans
|
$
|
3,931,840
|
|
Discounted cash flow
|
|
Discount rate
|
|
2.8% - 11.2%
|
|
3.4%
|
Subordinated notes
|
99,260
|
|
Discounted cash flow
|
|
Discount rate
|
|
17.0%
|
|
17.0%
|
|
Preferred equity
|
210,958
|
|
Discounted cash flow
|
|
Discount rate
|
|
15.0%
|
|
15.0%
|
|
Other liabilities
|
16,689
|
|
Discounted cash flow
|
|
Discount rate
|
|
4.8% - 7.5%
|
|
6.4%
|
|
|
|
Transactional value
|
|
Cost
|
|
N/A
|
|
N/A
|
||
|
|
Third party pricing
|
|
N/A
|
|
N/A
|
|
N/A
|
||
Total liabilities of Consolidated VIEs:
|
4,258,747
|
|
|
|
|
|
|
|
|
|
Contingent Consideration Obligation
|
$
|
99,097
|
|
Discounted cash flow
|
|
Discount rate
|
|
17.0%
|
|
17.0%
|
Total Financial Liabilities
|
$
|
4,357,844
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average (1)
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Other investments
|
$
|
5,350
|
|
|
Third Party Pricing
|
|
N/A
|
|
N/A
|
|
N/A
|
108,060
|
|
|
Discounted cash flow
|
|
Discount Rate
|
|
15.0% - 16.0%
|
|
15.6%
|
||
Investments of consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Equity securities
|
321,069
|
|
|
Book value multiple
|
|
Book value multiple
|
|
0.61x
|
|
0.61x
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
13.1%
|
|
13.1%
|
||||
Total Financial Assets
|
$
|
434,479
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||
Contingent consideration obligation
|
$
|
112,514
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
17.3%
|
|
17.3%
|
Total Financial Liabilities
|
$
|
112,514
|
|
|
|
|
|
|
|
|
|
(1)
|
Unobservable inputs were weighted based on the fair value of the investments included in the range.
|
|
As of
June 30, 2020 |
|
As of
December 31, 2019 |
||||
Fixed assets
|
$
|
173,249
|
|
|
$
|
138,359
|
|
Less: Accumulated depreciation and amortization
|
(105,774
|
)
|
|
(96,347
|
)
|
||
Fixed assets, net
|
67,475
|
|
|
42,012
|
|
||
Deferred equity-based compensation(1)
|
57,982
|
|
|
132,422
|
|
||
Prepaid expenses
|
45,745
|
|
|
55,189
|
|
||
Intangible assets, net
|
24,222
|
|
|
20,615
|
|
||
Tax receivables
|
53,390
|
|
|
48,106
|
|
||
Other
|
29,120
|
|
|
28,105
|
|
||
Total Other Assets
|
$
|
277,934
|
|
|
$
|
326,449
|
|
(1)
|
Deferred equity-based compensation relates to the value of equity-based awards that have been or are expected to be granted in connection with the settlement of certain profit sharing arrangements. A corresponding amount for awards expected to be granted of $23.4 million and $112.4 million, as of June 30, 2020 and December 31, 2019, respectively, is included in other liabilities on the condensed consolidated statements of financial condition.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating lease cost
|
$
|
13,617
|
|
|
$
|
10,295
|
|
|
$
|
25,979
|
|
|
$
|
19,288
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating cash flows for operating leases
|
$
|
3,307
|
|
|
$
|
10,246
|
|
|
$
|
13,956
|
|
|
$
|
19,630
|
|
|
Operating Lease Payments
|
||
Remaining 2020
|
$
|
11,646
|
|
2021
|
36,568
|
|
|
2022
|
35,853
|
|
|
2023
|
33,372
|
|
|
2024
|
30,987
|
|
|
Thereafter
|
270,469
|
|
|
Total lease payments
|
$
|
418,895
|
|
Less imputed interest
|
(79,923
|
)
|
|
Present value of lease payments
|
$
|
338,972
|
|
|
As of
June 30, 2020 |
|
As of
June 30, 2019 |
||
Weighted average remaining lease term (in years)
|
13.9
|
|
|
7.5
|
|
Weighted average discount rate
|
3.1
|
%
|
|
3.3
|
%
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Aggregate minimum future payments
|
$
|
28,094
|
|
|
$
|
40,516
|
|
|
$
|
51,184
|
|
|
$
|
49,383
|
|
|
$
|
47,237
|
|
|
$
|
467,698
|
|
|
$
|
684,112
|
|
Exchange of AOG Units
for Class A Common Stock
|
|
Increase in Deferred Tax Asset
|
|
Increase in Tax Receivable Agreement Liability
|
|
Increase to Additional Paid In Capital
|
||||||
For the Six Months Ended June 30, 2020
|
|
$
|
76,580
|
|
|
$
|
62,531
|
|
|
$
|
14,049
|
|
For the Six Months Ended June 30, 2019
|
|
$
|
546
|
|
|
$
|
464
|
|
|
$
|
82
|
|
|
As of June 30, 2020
|
|
As of December 31, 2019
|
||||||||||||||||||
|
Outstanding
Balance
|
|
Fair Value
|
|
Annualized
Weighted
Average
Interest Rate
|
|
Outstanding
Balance
|
|
Fair Value
|
|
Annualized
Weighted
Average
Interest Rate
|
||||||||||
2024 Senior Notes(1)
|
$
|
497,491
|
|
|
$
|
544,194
|
|
(4)
|
4.00
|
%
|
|
$
|
497,164
|
|
|
$
|
529,333
|
|
(4)
|
4.00
|
%
|
2026 Senior Notes(1)
|
496,960
|
|
|
562,952
|
|
(4)
|
4.40
|
|
|
496,704
|
|
|
540,713
|
|
(4)
|
4.40
|
|
||||
2029 Senior Notes(1)
|
674,742
|
|
|
794,629
|
|
(4)
|
4.87
|
|
|
674,727
|
|
|
761,780
|
|
(4)
|
4.87
|
|
||||
2030 Senior Notes(1)
|
494,121
|
|
|
498,912
|
|
(4)
|
2.65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2039 Senior Secured Guaranteed Notes(1)
|
316,571
|
|
|
369,595
|
|
(5)
|
4.77
|
|
|
316,100
|
|
|
354,093
|
|
(5)
|
4.77
|
|
||||
2048 Senior Notes(1)
|
296,571
|
|
|
351,167
|
|
(4)
|
5.00
|
|
|
296,510
|
|
|
350,331
|
|
(4)
|
5.00
|
|
||||
2050 Subordinated Notes(1)
|
296,497
|
|
|
272,700
|
|
(4)
|
4.95
|
|
|
297,008
|
|
|
304,125
|
|
(4)
|
4.95
|
|
||||
Secured Borrowing I(2)
|
17,956
|
|
|
17,787
|
|
(3)
|
1.84
|
|
|
17,921
|
|
|
17,921
|
|
(3)
|
1.99
|
|
||||
Secured Borrowing II(2)
|
19,097
|
|
|
18,919
|
|
(3)
|
1.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2014 AMI Term Facility II(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
17,266
|
|
|
17,266
|
|
(3)
|
1.75
|
|
||||
2016 AMI Term Facility I(2)
|
18,951
|
|
|
18,951
|
|
(3)
|
1.30
|
|
|
18,915
|
|
|
18,915
|
|
(3)
|
1.30
|
|
||||
2016 AMI Term Facility II(2)
|
18,319
|
|
|
18,319
|
|
(3)
|
1.40
|
|
|
18,285
|
|
|
18,285
|
|
(3)
|
1.40
|
|
||||
Total Debt
|
$
|
3,147,276
|
|
|
$
|
3,468,125
|
|
|
|
|
$
|
2,650,600
|
|
|
$
|
2,912,762
|
|
|
|
(1)
|
Includes amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs:
|
|
As of June 30, 2020
|
|
As of December 31, 2019
|
||||
2024 Senior Notes
|
$
|
2,118
|
|
|
$
|
2,394
|
|
2026 Senior Notes
|
2,779
|
|
|
3,014
|
|
||
2029 Senior Notes
|
5,605
|
|
|
5,928
|
|
||
2030 Senior Notes
|
4,411
|
|
|
—
|
|
||
2039 Senior Secured Guaranteed Notes
|
8,429
|
|
|
8,900
|
|
||
2048 Senior Notes
|
3,129
|
|
|
3,185
|
|
||
2050 Subordinated Notes
|
3,503
|
|
|
2,992
|
|
||
Total
|
$
|
29,974
|
|
|
$
|
26,413
|
|
(2)
|
Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into several credit facilities (collectively referred to as the “AMI Facilities”) to fund the Company’s investment in certain European CLOs it manages:
|
Facility
|
|
Date
|
|
Loan Amount
|
||
Secured Borrowing I
|
|
December 19, 2019
|
|
€
|
15,984
|
|
Secured Borrowing II
|
|
March 5, 2020
|
|
€
|
17,000
|
|
2016 AMI Term Facility I
|
|
January 18, 2016
|
|
€
|
16,870
|
|
2016 AMI Term Facility II
|
|
June 22, 2016
|
|
€
|
16,308
|
|
(3)
|
Fair value is based on obtained broker quotes. These notes are 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 external pricing services. For instances where broker quotes are not available, a discounted cash flow method is used to obtain a fair value.
|
(4)
|
Fair value is based on obtained broker quotes. These notes are 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 external pricing services.
|
(5)
|
Fair value is based on a discounted cash flow method. These notes are classified as a Level III liability within the fair value hierarchy.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Interest Expense:(1)
|
|
|
|
|
|
|
|
||||||||
2018 AMH Credit Facility
|
$
|
314
|
|
|
$
|
315
|
|
|
$
|
628
|
|
|
$
|
627
|
|
2024 Senior Notes
|
5,163
|
|
|
5,163
|
|
|
10,326
|
|
|
10,326
|
|
||||
2026 Senior Notes
|
5,628
|
|
|
5,628
|
|
|
11,256
|
|
|
11,256
|
|
||||
2029 Senior Notes
|
8,229
|
|
|
7,187
|
|
|
16,458
|
|
|
11,102
|
|
||||
2030 Senior Notes
|
964
|
|
|
—
|
|
|
964
|
|
|
—
|
|
||||
2039 Senior Secured Guaranteed Notes
|
4,111
|
|
|
959
|
|
|
8,223
|
|
|
959
|
|
||||
2048 Senior Notes
|
3,780
|
|
|
3,781
|
|
|
7,562
|
|
|
7,562
|
|
||||
2050 Subordinated Notes
|
3,742
|
|
|
—
|
|
|
7,486
|
|
|
—
|
|
||||
AMI Term Facilities/Secured Borrowings
|
360
|
|
|
269
|
|
|
630
|
|
|
578
|
|
||||
Total Interest Expense
|
$
|
32,291
|
|
|
23,302
|
|
|
$
|
63,533
|
|
|
$
|
42,410
|
|
(1)
|
Debt issuance costs incurred are amortized into interest expense over the term of the debt arrangement, as applicable.
|
|
Basic and Diluted
|
||||||||||||||
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Apollo Global Management, Inc. Class A Common Stockholders
|
$
|
437,164
|
|
|
$
|
155,659
|
|
|
$
|
(568,218
|
)
|
|
$
|
295,552
|
|
Dividends declared on Class A Common Stock(1)
|
(96,181
|
)
|
|
(92,201
|
)
|
|
(301,783
|
)
|
|
(205,546
|
)
|
||||
Dividends on participating securities(2)
|
(3,608
|
)
|
|
(4,115
|
)
|
|
(10,855
|
)
|
|
(9,074
|
)
|
||||
Earnings allocable to participating securities
|
(13,947
|
)
|
|
(2,848
|
)
|
|
—
|
|
(3)
|
(4,030
|
)
|
||||
Undistributed income (loss) attributable to Class A Common Stockholders: Basic and Diluted
|
323,428
|
|
|
56,495
|
|
|
(880,856
|
)
|
|
76,902
|
|
||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares of Class A Common Stock outstanding: Basic and Diluted
|
227,653,988
|
|
|
199,578,950
|
|
|
227,205,866
|
|
|
200,202,174
|
|
||||
Net Income per share of Class A Common Stock: Basic and Diluted(4)
|
|
|
|
|
|
|
|
||||||||
Distributed Income
|
$
|
0.42
|
|
|
$
|
0.46
|
|
|
$
|
1.31
|
|
|
$
|
1.02
|
|
Undistributed Income (Loss)
|
1.42
|
|
|
0.29
|
|
|
(3.86
|
)
|
|
0.39
|
|
||||
Net Income (Loss) per share of Class A Common Stock: Basic and Diluted
|
$
|
1.84
|
|
|
$
|
0.75
|
|
|
$
|
(2.55
|
)
|
|
$
|
1.41
|
|
(1)
|
See note 14 for information regarding the quarterly dividends declared and paid during 2020 and 2019.
|
(2)
|
Participating securities consist of vested and unvested RSUs that have rights to dividends and unvested restricted shares.
|
(3)
|
No allocation of undistributed losses was made to the participating securities as the holders do not have a contractual obligation to share in the losses of the Company with Class A Common Stockholders.
|
(4)
|
For the three months and six months ended June 30, 2020 and 2019, all of the classes of securities were determined to be anti-dilutive.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Weighted average vested RSUs
|
254,147
|
|
|
137,573
|
|
|
834,718
|
|
|
740,021
|
|
Weighted average unvested RSUs
|
8,252,215
|
|
|
8,939,599
|
|
|
7,670,111
|
|
|
8,744,646
|
|
Weighted average unexercised options
|
—
|
|
|
204,167
|
|
|
—
|
|
|
204,167
|
|
Weighted average AOG Units outstanding(1)
|
174,873,808
|
|
|
202,245,561
|
|
|
175,737,132
|
|
|
202,266,384
|
|
Weighted average unvested restricted shares
|
1,310,805
|
|
|
984,792
|
|
|
1,245,164
|
|
|
1,007,667
|
|
(1)
|
Excludes AOG Units owned by Athene. Athene can only redeem their AOG Units by selling to Apollo or to a different buyer with Apollo’s agreement as detailed in the Liquidity Agreement (see note 15). As these AOG Units are not convertible into shares of Class A Common Stock, they are excluded when calculating diluted net income per share.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Equity-based compensation
|
$
|
28,467
|
|
|
$
|
14,548
|
|
|
$
|
57,331
|
|
|
$
|
29,131
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Forfeiture rate
|
5.8
|
%
|
|
0.7
|
%
|
|
6.4
|
%
|
|
1.2
|
%
|
||||
Equity-based compensation
|
$
|
47,282
|
|
|
$
|
34,185
|
|
|
$
|
92,800
|
|
|
$
|
67,938
|
|
|
Unvested
|
|
Weighted Average Grant Date Fair Value
|
|
Vested
|
|
Total Number of RSUs Outstanding
|
|
|||||
Balance at January 1, 2020
|
9,784,693
|
|
|
$
|
26.38
|
|
|
2,349,618
|
|
|
12,134,311
|
|
(1)
|
Granted
|
4,242,044
|
|
|
42.35
|
|
|
—
|
|
|
4,242,044
|
|
|
|
Forfeited
|
(895,296
|
)
|
|
22.31
|
|
|
(4,340
|
)
|
|
(899,636
|
)
|
|
|
Vested
|
(2,216,790
|
)
|
|
30.25
|
|
|
2,216,790
|
|
|
—
|
|
|
|
Issued
|
—
|
|
|
28.08
|
|
|
(4,366,569
|
)
|
|
(4,366,569
|
)
|
|
|
Balance at June 30, 2020
|
10,914,651
|
|
(2)
|
$
|
32.14
|
|
|
195,499
|
|
|
11,110,150
|
|
(1)
|
(1)
|
Amount excludes RSUs which have vested and have been issued in the form of Class A Common Stock.
|
(2)
|
RSUs were expected to vest over the weighted average period of 2.5 years.
|
|
For the Six Months Ended June 30, 2020
|
|||||||||||||
|
Total Amount
|
|
Non-Controlling Interest % in Apollo Operating Group
|
|
Allocated to Non-Controlling Interest in Apollo Operating Group(1)
|
|
Allocated to Apollo Global Management, Inc.
|
|||||||
RSUs, share options and restricted share awards
|
$
|
107,069
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
107,069
|
|
Other equity-based compensation awards
|
4,473
|
|
|
47.1
|
|
|
2,109
|
|
|
2,364
|
|
|||
Total equity-based compensation
|
$
|
111,542
|
|
|
|
|
2,109
|
|
|
109,433
|
|
|||
Less other equity-based compensation awards(2)
|
|
|
|
|
(2,109
|
)
|
|
(16,203
|
)
|
|||||
Capital increase related to equity-based compensation
|
|
|
|
|
$
|
—
|
|
|
$
|
93,230
|
|
|
For the Six Months Ended June 30, 2019
|
|||||||||||||
|
Total Amount
|
|
Non-Controlling Interest % in Apollo Operating Group
|
|
Allocated to Non-Controlling Interest in Apollo Operating Group(1)
|
|
Allocated to Apollo Global Management, Inc.
|
|||||||
RSUs, share options and restricted share awards
|
$
|
76,104
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
76,104
|
|
Other equity-based compensation awards
|
13,635
|
|
|
50.2
|
|
|
6,848
|
|
|
6,787
|
|
|||
Total equity-based compensation
|
$
|
89,739
|
|
|
|
|
6,848
|
|
|
82,891
|
|
|||
Less other equity-based compensation awards(2)
|
|
|
|
|
(6,848
|
)
|
|
(14,569
|
)
|
|||||
Capital increase related to equity-based compensation
|
|
|
|
|
$
|
—
|
|
|
$
|
68,322
|
|
(1)
|
Calculated based on average ownership percentage for the period considering issuances of Class A shares or Class A Common Stock, as applicable, during the period.
|
(2)
|
Includes equity-based compensation reimbursable by certain funds.
|
|
For the Six Months Ended June 30,
|
||||
|
2020
|
|
2019
|
||
Shares of Class A Common Stock issued in settlement of vested RSUs and share options exercised(1)
|
4,366,569
|
|
|
3,808,972
|
|
Reduction of shares of Class A Common Stock issued(2)
|
(1,843,305
|
)
|
|
(1,446,436
|
)
|
Shares of Class A Common Stock purchased related to share issuances and forfeitures(3)
|
628,639
|
|
|
(103,954
|
)
|
Issuance of shares of Class A Common Stock for equity-based awards
|
3,151,903
|
|
|
2,258,582
|
|
(1)
|
The gross value of shares issued was $202.2 million and $116.5 million for the six months ended June 30, 2020 and 2019, respectively, based on the closing price of a share of Class A Common Stock at the time of issuance.
|
(2)
|
Cash paid for tax liabilities associated with net share settlement was $85.5 million and $44.3 million for the six months ended June 30, 2020 and 2019, respectively.
|
(3)
|
Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted shares of Class A Common Stock of AGM Inc. that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase shares of Class A Common Stock on the open market and retire them. During the six months ended June 30, 2020 and 2019, we issued 636,314 and 136,686 of such restricted shares and 149,042 and 102,089 of such RSUs under the Equity Plan, respectively, and repurchased 0 and 238,775 shares of Class A Common Stock in open-market transactions not pursuant to a publicly-announced repurchase plan or program, respectively. In addition, there were 7,675 and 1,865 restricted shares forfeited during the six months ended June 30, 2020 and 2019, respectively.
|
Dividend Declaration Date
|
|
Dividend per share of Class A Common Stock
|
|
Payment Date
|
|
Dividend to Class A Common Stockholders
|
|
Distribution to Non-Controlling Interest Holders in the Apollo Operating Group
|
|
Total Distributions from Apollo Operating Group
|
|
Distribution Equivalents on Participating Securities
|
||||||||||
January 31, 2019
|
|
$
|
0.56
|
|
|
February 28, 2019
|
|
$
|
113.3
|
|
|
$
|
113.3
|
|
|
$
|
226.6
|
|
|
$
|
5.0
|
|
N/A
|
|
—
|
|
|
April 12, 2019
|
|
—
|
|
|
45.4
|
|
(1)
|
45.4
|
|
|
—
|
|
|||||
May 2, 2019
|
|
0.46
|
|
|
May 31, 2019
|
|
92.2
|
|
|
93.0
|
|
|
185.2
|
|
|
4.1
|
|
|||||
July 31, 2019
|
|
0.50
|
|
|
August 30, 2019
|
|
100.4
|
|
|
101.0
|
|
|
201.4
|
|
|
4.4
|
|
|||||
N/A
|
|
—
|
|
|
August 15, 2019
|
|
—
|
|
|
4.1
|
|
(1)
|
4.1
|
|
|
—
|
|
|||||
N/A
|
|
—
|
|
|
September 26, 2019
|
|
—
|
|
|
17.8
|
|
(1)
|
17.8
|
|
|
—
|
|
|||||
October 31, 2019
|
|
0.50
|
|
|
November 29,2019
|
|
111.5
|
|
|
90.1
|
|
|
201.6
|
|
|
4.4
|
|
|||||
For the Year Ended December 31, 2019
|
|
$
|
2.02
|
|
|
|
|
$
|
417.4
|
|
|
$
|
464.7
|
|
|
$
|
882.1
|
|
|
$
|
17.9
|
|
January 30, 2020
|
|
$
|
0.89
|
|
|
February 28, 2020
|
|
$
|
205.6
|
|
|
$
|
155.6
|
|
|
$
|
361.2
|
|
|
$
|
7.2
|
|
N/A
|
|
—
|
|
|
April 15, 2020
|
|
—
|
|
|
43.0
|
|
(1)
|
43.0
|
|
|
—
|
|
|||||
May 1, 2020
|
|
0.42
|
|
May 29, 2020
|
|
96.2
|
|
|
85.7
|
|
|
181.9
|
|
|
3.6
|
|
||||||
For the Six Months Ended June 30, 2020
|
|
$
|
1.31
|
|
|
|
|
$
|
301.8
|
|
|
$
|
284.3
|
|
|
$
|
586.1
|
|
|
$
|
10.8
|
|
(1)
|
On April 15, 2020 and April 12, 2019, the Company made $0.21 and $0.18 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with taxes and payments made under the tax receivable agreement. See note 15 for more information regarding the tax receivable agreement. On April 12, 2019, August 15, 2019 and September 26, 2019,
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income (loss) attributable to Non-Controlling Interests in consolidated entities:
|
|
|
|
|
|
|
|
||||||||
Interest in management companies and a co-investment vehicle(1)
|
$
|
1,031
|
|
|
$
|
865
|
|
|
$
|
1,279
|
|
|
$
|
2,026
|
|
Other consolidated entities
|
40,037
|
|
|
4,278
|
|
|
(124,620
|
)
|
|
11,779
|
|
||||
Net income (loss) attributable to Non-Controlling Interests in consolidated entities
|
$
|
41,068
|
|
|
$
|
5,143
|
|
|
$
|
(123,341
|
)
|
|
$
|
13,805
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
999,085
|
|
|
$
|
342,161
|
|
|
$
|
(1,284,758
|
)
|
|
$
|
657,728
|
|
Net income (loss) attributable to Non-Controlling Interests in consolidated entities
|
(41,068
|
)
|
|
(5,143
|
)
|
|
123,341
|
|
|
(13,805
|
)
|
||||
Net income (loss) after Non-Controlling Interests in consolidated entities
|
958,017
|
|
|
337,018
|
|
|
(1,161,417
|
)
|
|
643,923
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Income tax provision (benefit)(2)
|
140,323
|
|
|
16,897
|
|
|
(155,530
|
)
|
|
36,551
|
|
||||
NYC UBT and foreign tax (provision) benefit(3)
|
(3,181
|
)
|
|
(2,325
|
)
|
|
(10,643
|
)
|
|
(4,373
|
)
|
||||
Net income (loss) in non-Apollo Operating Group entities
|
10
|
|
|
531
|
|
|
18
|
|
|
546
|
|
||||
Series A Preferred Stock Dividends
|
(4,383
|
)
|
|
(4,383
|
)
|
|
(8,766
|
)
|
|
(8,766
|
)
|
||||
Series B Preferred Stock Dividends
|
(4,782
|
)
|
|
(4,781
|
)
|
|
(9,563
|
)
|
|
(9,562
|
)
|
||||
Total adjustments
|
127,987
|
|
|
5,939
|
|
|
(184,484
|
)
|
|
14,396
|
|
||||
Net income (loss) after adjustments
|
1,086,004
|
|
|
342,957
|
|
|
(1,345,901
|
)
|
|
658,319
|
|
||||
Weighted average ownership percentage of Apollo Operating Group
|
47.1
|
%
|
|
50.2
|
%
|
|
46.7
|
%
|
|
50.1
|
%
|
||||
Net income (loss) attributable to Non-Controlling Interests in Apollo Operating Group
|
$
|
511,688
|
|
|
$
|
172,195
|
|
|
$
|
(611,528
|
)
|
|
$
|
330,043
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (loss) attributable to Non-Controlling Interests
|
$
|
552,756
|
|
|
$
|
177,338
|
|
|
$
|
(734,869
|
)
|
|
$
|
343,848
|
|
Other comprehensive income (loss) attributable to Non-Controlling Interests
|
6,223
|
|
|
3,352
|
|
|
(818
|
)
|
|
(3,054
|
)
|
||||
Comprehensive Income (Loss) Attributable to Non-Controlling Interests
|
$
|
558,979
|
|
|
$
|
180,690
|
|
|
$
|
(735,687
|
)
|
|
$
|
340,794
|
|
(1)
|
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of the credit funds managed by Apollo.
|
(2)
|
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 AGM Inc. and its subsidiaries 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.
|
(3)
|
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.
|
|
As of
June 30, 2020 |
|
As of
December 31, 2019 |
||||
Due from Related Parties:
|
|
|
|
||||
Due from credit funds
|
$
|
175,886
|
|
|
$
|
186,495
|
|
Due from private equity funds
|
27,915
|
|
|
27,724
|
|
||
Due from real assets funds
|
32,698
|
|
|
26,626
|
|
||
Due from portfolio companies
|
40,131
|
|
|
53,394
|
|
||
Due from Contributing Partners, employees and former employees
|
208,744
|
|
|
120,830
|
|
||
Total Due from Related Parties
|
$
|
485,374
|
|
|
$
|
415,069
|
|
Due to Related Parties:
|
|
|
|
||||
Due to Managing Partners and Contributing Partners
|
$
|
316,387
|
|
|
$
|
302,050
|
|
Due to credit funds
|
8,154
|
|
|
7,213
|
|
||
Due to private equity funds
|
352,328
|
|
|
191,620
|
|
||
Due to real assets funds
|
34,836
|
|
|
504
|
|
||
Total Due to Related Parties
|
$
|
711,705
|
|
|
$
|
501,387
|
|
|
As of
June 30, 2020 |
|
As of
December 31, 2019 |
||||
Credit
|
$
|
145
|
|
|
$
|
—
|
|
Private Equity
|
351,317
|
|
|
189,252
|
|
||
Real Assets
|
34,531
|
|
|
—
|
|
||
Total general partner obligation
|
$
|
385,993
|
|
|
$
|
189,252
|
|
(i)
|
The Company, through its consolidated subsidiary Apollo Insurance Solutions Group LP, or ISG, earns a base management fee of 0.225% per year on the aggregate market value of substantially all of the assets in substantially all of the investment accounts of or relating to Athene (collectively, the “Athene Accounts”) up to $103.4 billion (the level of assets in the Athene Accounts as of January 1, 2019, excluding certain assets, the “Backbook Value”) and 0.150% per year on all assets in excess of $103.4 billion (the “Incremental Value”), respectively; plus
|
(ii)
|
with respect to each asset in an Athene Account, subject to certain exceptions, that is managed by the Company and that belongs to a specified asset class tier (“core,” “core plus,” “yield,” and “high alpha”), a sub-allocation fee as follows, which will, in the case of assets acquired after January 1, 2019, be subject to a cap of 10% of the applicable asset’s gross book yield:
|
|
As of
June 30, 2020 |
|
Sub-Allocation Fees:
|
|
|
Core Assets(1)
|
0.065
|
%
|
Core Plus Assets(2)
|
0.130
|
%
|
Yield Assets(3)
|
0.375
|
%
|
High Alpha Assets(4)
|
0.700
|
%
|
Cash, Treasuries, Equities and Alternatives(5)
|
—
|
%
|
(1)
|
Core assets include public investment grade corporate bonds, municipal securities, agency residential or commercial mortgage backed securities and obligations of any governmental agency or government sponsored entity that is not expressly backed by the U.S. government.
|
(2)
|
Core plus assets include private investment grade corporate bonds, fixed rate first lien commercial mortgage loans and obligations issued or assumed by a financial institution (such an institution, a “financial issuer”) and determined by Apollo to be “Tier 2 Capital” under the Basel III recommendations developed by the Basel Committee on Banking Supervision (or any successor to such recommendations).
|
(3)
|
Yield assets include non-agency residential mortgage-backed securities, investment grade collateralized loan obligations, certain asset-backed securities, commercial mortgage-backed securities, emerging market investments, below investment grade corporate bonds, subordinated debt obligations, hybrid securities or surplus notes issued or assumed by a financial issuer, as rated preferred equity, residential mortgage loans, bank loans, investment grade infrastructure debt and certain floating rate commercial mortgage loans.
|
(4)
|
High alpha assets include subordinated commercial mortgage loans, below investment grade collateralized loan obligations, unrated preferred equity, debt obligations originated by MidCap, below investment grade infrastructure debt, certain loans originated directly by Apollo and agency mortgage derivatives.
|
(5)
|
With respect to Equities and Alternatives, Apollo earns performance revenues of 0% to 20%.
|
•
|
(i) Athene Holding issued, on February 28, 2020 (the “Closing Date”), 35,534,942 Class A common shares of Athene Holding (the “AHL Class A Common Shares”) to certain subsidiaries of the Apollo Operating Group in exchange for (i) issuance by the Apollo Operating Group of 29,154,519 non-voting equity interests of the Apollo Operating Group to AHL and (ii) $350 million in cash (“Share Issuance”);
|
•
|
Athene Holding has granted to AGM Inc. the right to purchase additional AHL Class A Common Shares from the Closing Date until 180 days thereafter to the extent the issued and outstanding AHL Class A Common Shares beneficially owned by Apollo and certain of its related parties and employees (collectively, the “Apollo Parties”) (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy) do not equal at least 35% of the issued and outstanding AHL Class A Common Shares, on a fully diluted basis;
|
•
|
A representative of the Apollo Operating Group will have the right to purchase up to that number of AHL Class A Common Shares that would increase by up to 5% the percentage of the issued and outstanding AHL Class A Common Shares beneficially owned by the Apollo Parties (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy), calculated on a fully diluted basis;
|
•
|
Athene Holding has amended and restated its Twelfth Amended and Restated Bye-laws of Athene Holding to, among other items, eliminate Athene Holding’s multi-class share structure (“Multi-Class Share Elimination”). In connection with the Multi-Class Share Elimination, (i) all of the Class B common shares of Athene Holding would be converted into an equal number of AHL Class A Common Shares on a one-for-one basis and (ii) all of the Class M common shares of Athene Holding was converted into a combination of AHL Class A Common Shares and warrants to purchase AHL Class A Common Shares.
|
•
|
a transaction whereby AGM Inc. purchases AOG Units from Athene Holding at a price agreed upon, in good faith, by AGM Inc. and Athene Holding (a “Purchase Transaction”);
|
•
|
if Athene Holding and AGM Inc. do not agree to consummate a Purchase Transaction, AGM Inc. will use its best efforts to consummate a public offering of AGM Inc. Class A Common Stock, the proceeds (net of certain commissions, fees and expenses consistent with customary and prevailing market practices for similar offerings) of which will be used to fund the purchase of AOG Units from Athene Holding (a “Registered Sale”);
|
•
|
if AGM Inc. notifies Athene Holding that it cannot consummate a Registered Sale, upon Athene Holding’s request, AGM Inc. will use its best efforts to consummate a sale of AGM Inc. Class A Common Stock pursuant to an exemption from the registration requirements of the Securities Act, the proceeds (net of certain commissions, fees and expenses consistent with customary and prevailing market practices for similar offerings) of which will be used to fund the purchase of AOG Units from Athene Holding (a “Private Placement,” and collectively with a Purchase Transaction and a Registered Sale, a “Sale Transaction”); or
|
•
|
if AGM Inc. elects (in its sole discretion) not to consummate a Sale Transaction, Athene Holding will be permitted to sell AOG Units in one or more transactions that are exempt from the registration requirements of the Securities Act, subject to certain restrictions (an “AOG Transaction”).
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues earned in aggregate from Athene and Athora, net(1)(2)
|
$
|
463,823
|
|
|
$
|
204,159
|
|
|
$
|
(661,670
|
)
|
|
$
|
364,507
|
|
(1)
|
Consisting of management fees, sub-advisory fees, performance revenues from Athene and Athora, as applicable (net of related profit sharing expense) and changes in the market value of the Athene Holding shares owned directly by Apollo. These amounts exclude the deferred revenue recognized as management fees associated with the vesting of AHL Awards granted to employees of Apollo as further described in note 13.
|
(2)
|
Gains (losses) on the market value of the shares of Athene Holding owned directly by Apollo were $267.0 million and $43.2 million for the three months ended June 30, 2020 and 2019, respectively, and $(996.4) million and $61.8 million for the six months ended June 30, 2020 and 2019, respectively.
|
|
Remaining 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Other long-term obligations
|
$
|
13,140
|
|
|
$
|
4,613
|
|
|
$
|
1,908
|
|
|
$
|
674
|
|
|
$
|
674
|
|
|
$
|
—
|
|
|
$
|
21,009
|
|
•
|
Decisions related to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
|
•
|
Decisions related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses;
|
•
|
Decisions related to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in the funds and those of Apollo’s stockholders by providing such individuals a profit sharing interest in the performance fees earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on Apollo’s performance and growth for the year; and
|
•
|
Decisions related to the amount of earnings available for dividends to Class A Common Stockholders, holders of RSUs that participate in dividends and holders of AOG Units that participate in dividends.
|
|
As of and for the Three Months Ended June 30, 2020
|
||||||||||||||
|
Credit
Segment
|
|
Private Equity
Segment
|
|
Real Assets
Segment
|
|
Total Reportable
Segments
|
||||||||
Management fees
|
$
|
224,721
|
|
|
$
|
127,592
|
|
|
$
|
49,509
|
|
|
401,822
|
|
|
Advisory and transaction fees, net
|
13,756
|
|
|
44,802
|
|
|
3,191
|
|
|
61,749
|
|
||||
Performance fees(1)
|
3,440
|
|
|
—
|
|
|
—
|
|
|
3,440
|
|
||||
Fee Related Revenues
|
241,917
|
|
|
172,394
|
|
|
52,700
|
|
|
467,011
|
|
||||
Salary, bonus and benefits
|
(52,806
|
)
|
|
(53,202
|
)
|
|
(28,991
|
)
|
|
(134,999
|
)
|
||||
General, administrative and other
|
(37,251
|
)
|
|
(21,770
|
)
|
|
(12,782
|
)
|
|
(71,803
|
)
|
||||
Placement fees
|
(358
|
)
|
|
—
|
|
|
—
|
|
|
(358
|
)
|
||||
Fee Related Expenses
|
(90,415
|
)
|
|
(74,972
|
)
|
|
(41,773
|
)
|
|
(207,160
|
)
|
||||
Other income (loss), net of Non-Controlling Interest
|
(724
|
)
|
|
2
|
|
|
116
|
|
|
(606
|
)
|
||||
Fee Related Earnings
|
150,778
|
|
|
97,424
|
|
|
11,043
|
|
|
259,245
|
|
||||
Realized performance fees
|
4,359
|
|
|
3,549
|
|
|
2,929
|
|
|
10,837
|
|
||||
Realized profit sharing expense
|
(4,359
|
)
|
|
(3,549
|
)
|
|
(2,929
|
)
|
|
(10,837
|
)
|
||||
Net Realized Performance Fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Realized principal investment income, net(2)
|
1,810
|
|
|
3,404
|
|
|
5
|
|
|
5,219
|
|
||||
Net interest loss and other
|
(11,857
|
)
|
|
(11,686
|
)
|
|
(5,507
|
)
|
|
(29,050
|
)
|
||||
Segment Distributable Earnings(3)
|
$
|
140,731
|
|
|
$
|
89,142
|
|
|
$
|
5,541
|
|
|
$
|
235,414
|
|
Total Assets(3)
|
$
|
4,093,638
|
|
|
$
|
2,502,259
|
|
|
$
|
708,957
|
|
|
$
|
7,304,854
|
|
(1)
|
Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.
|
(2)
|
Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.
|
(3)
|
Refer below for a reconciliation of total revenues, total expenses, other loss and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
|
|
For the Three Months Ended June 30, 2019
|
||||||||||||||
|
Credit
Segment |
|
Private Equity
Segment |
|
Real Assets
Segment |
|
Total Reportable
Segments |
||||||||
Management fees
|
$
|
190,275
|
|
|
$
|
129,638
|
|
|
$
|
46,398
|
|
|
$
|
366,311
|
|
Advisory and transaction fees, net
|
5,510
|
|
|
20,257
|
|
|
5,295
|
|
|
31,062
|
|
||||
Performance fees(1)
|
9,261
|
|
|
—
|
|
|
—
|
|
|
9,261
|
|
||||
Fee Related Revenues
|
205,046
|
|
|
149,895
|
|
|
51,693
|
|
|
406,634
|
|
||||
Salary, bonus and benefits
|
(50,465
|
)
|
|
(40,267
|
)
|
|
(19,537
|
)
|
|
(110,269
|
)
|
||||
General, administrative and other
|
(31,647
|
)
|
|
(22,962
|
)
|
|
(8,547
|
)
|
|
(63,156
|
)
|
||||
Placement fees
|
(157
|
)
|
|
(618
|
)
|
|
—
|
|
|
(775
|
)
|
||||
Fee Related Expenses
|
(82,269
|
)
|
|
(63,847
|
)
|
|
(28,084
|
)
|
|
(174,200
|
)
|
||||
Other income, net of Non-Controlling Interest
|
1,968
|
|
|
3,963
|
|
|
156
|
|
|
6,087
|
|
||||
Fee Related Earnings
|
124,745
|
|
|
90,011
|
|
|
23,765
|
|
|
238,521
|
|
||||
Realized performance fees
|
18,030
|
|
|
12,231
|
|
|
3,074
|
|
|
33,335
|
|
||||
Realized profit sharing expense
|
(7,877
|
)
|
|
(4,089
|
)
|
|
(1,340
|
)
|
|
(13,306
|
)
|
||||
Net Realized Performance Fees
|
10,153
|
|
|
8,142
|
|
|
1,734
|
|
|
20,029
|
|
||||
Realized principal investment income, net(2)
|
7,909
|
|
|
1,877
|
|
|
1,495
|
|
|
11,281
|
|
||||
Net interest loss and other
|
(4,656
|
)
|
|
(7,650
|
)
|
|
(2,708
|
)
|
|
(15,014
|
)
|
||||
Segment Distributable Earnings (3)
|
$
|
138,151
|
|
|
$
|
92,380
|
|
|
$
|
24,286
|
|
|
$
|
254,817
|
|
(1)
|
Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.
|
(2)
|
Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.
|
(3)
|
Refer below for a reconciliation of total revenues, total expenses and other income (loss) for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss) and total assets.
|
|
For the Three Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Total Consolidated Revenues
|
$
|
1,508,335
|
|
|
$
|
636,579
|
|
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
|
(24,847
|
)
|
|
(23,847
|
)
|
||
Adjustments related to consolidated funds and VIEs(1)
|
16,165
|
|
|
90
|
|
||
Performance fees(2)
|
(918,493
|
)
|
|
(163,014
|
)
|
||
Principal investment income
|
(114,149
|
)
|
|
(43,174
|
)
|
||
Total Fee Related Revenues
|
467,011
|
|
|
406,634
|
|
||
Realized performance fees
|
10,837
|
|
|
33,335
|
|
||
Realized principal investment income, net and other
|
4,376
|
|
|
10,438
|
|
||
Total Segment Revenues
|
$
|
482,224
|
|
|
$
|
450,407
|
|
(1)
|
Represents advisory fees, management fees and performance fees earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements.
|
(2)
|
Excludes certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.
|
|
For the Three Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Total Consolidated Expenses
|
$
|
702,777
|
|
|
$
|
342,525
|
|
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
|
(21,662
|
)
|
|
(23,865
|
)
|
||
Reclassification of interest expenses
|
(32,291
|
)
|
|
(23,302
|
)
|
||
Transaction-related charges, net(1)
|
(32,110
|
)
|
|
(18,135
|
)
|
||
Charges associated with corporate conversion(2)
|
—
|
|
|
(10,006
|
)
|
||
Equity-based compensation
|
(17,747
|
)
|
|
(18,237
|
)
|
||
Total profit sharing expense(3)
|
(389,987
|
)
|
|
(74,780
|
)
|
||
Dividend-related compensation expense
|
(1,820
|
)
|
|
—
|
|
||
Total Fee Related Expenses
|
207,160
|
|
|
174,200
|
|
||
Realized profit sharing expense
|
10,837
|
|
|
13,306
|
|
||
Total Segment Expenses
|
$
|
217,997
|
|
|
$
|
187,506
|
|
(1)
|
Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company 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, and restructuring charges.
|
(2)
|
Represents expenses incurred in relation to the Conversion, as described in note 1.
|
(3)
|
Includes unrealized profit sharing expense, realized profit sharing expense and equity based profit sharing expense and other.
|
|
For the Three Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Total Consolidated Other Income
|
$
|
333,850
|
|
|
$
|
65,004
|
|
Adjustments related to consolidated funds and VIEs(1)
|
(56,197
|
)
|
|
(4,367
|
)
|
||
Net gains from investment activities
|
(270,112
|
)
|
|
(45,053
|
)
|
||
Interest income and other, net of Non-Controlling Interest
|
(8,147
|
)
|
|
(9,497
|
)
|
||
Other Loss, net of Non-Controlling Interest
|
(606
|
)
|
|
6,087
|
|
||
Net interest loss and other
|
(28,207
|
)
|
|
(14,171
|
)
|
||
Total Segment Other Loss
|
$
|
(28,813
|
)
|
|
$
|
(8,084
|
)
|
(1)
|
Represents the addition of other income of consolidated funds and VIEs.
|
|
For the Three Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Income before income tax provision
|
$
|
1,139,408
|
|
|
$
|
359,058
|
|
Transaction-related charges(1)
|
32,110
|
|
|
18,135
|
|
||
Charges associated with corporate conversion(2)
|
—
|
|
|
10,006
|
|
||
Net income attributable to Non-Controlling Interests in consolidated entities
|
(41,068
|
)
|
|
(5,143
|
)
|
||
Unrealized performance fees
|
(907,656
|
)
|
|
(129,679
|
)
|
||
Unrealized profit sharing expense
|
340,687
|
|
|
40,799
|
|
||
Equity-based profit sharing expense and other(3)
|
38,463
|
|
|
20,675
|
|
||
Equity-based compensation
|
17,747
|
|
|
18,237
|
|
||
Unrealized principal investment income
|
(107,110
|
)
|
|
(31,893
|
)
|
||
Unrealized net gains from investment activities and other
|
(277,167
|
)
|
|
(45,378
|
)
|
||
Segment Distributable Earnings
|
$
|
235,414
|
|
|
$
|
254,817
|
|
(1)
|
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions, and restructuring charges.
|
(2)
|
Represents expenses incurred in relation to the Conversion, as described in note 1.
|
(3)
|
Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.
|
|
As of and for the Six Months Ended June 30, 2020
|
||||||||||||||
|
Credit
Segment
|
|
Private Equity
Segment
|
|
Real Assets
Segment
|
|
Total Reportable
Segments
|
||||||||
Management fees
|
$
|
432,950
|
|
|
$
|
252,860
|
|
|
$
|
98,380
|
|
|
784,190
|
|
|
Advisory and transaction fees, net
|
29,023
|
|
|
65,145
|
|
|
4,313
|
|
|
98,481
|
|
||||
Performance fees(1)
|
5,844
|
|
|
—
|
|
|
—
|
|
|
5,844
|
|
||||
Fee Related Revenues
|
467,817
|
|
|
318,005
|
|
|
102,693
|
|
|
888,515
|
|
||||
Salary, bonus and benefits
|
(109,814
|
)
|
|
(95,682
|
)
|
|
(53,524
|
)
|
|
(259,020
|
)
|
||||
General, administrative and other
|
(72,624
|
)
|
|
(43,764
|
)
|
|
(23,768
|
)
|
|
(140,156
|
)
|
||||
Placement fees
|
(664
|
)
|
|
(107
|
)
|
|
—
|
|
|
(771
|
)
|
||||
Fee Related Expenses
|
(183,102
|
)
|
|
(139,553
|
)
|
|
(77,292
|
)
|
|
(399,947
|
)
|
||||
Other income (loss), net of Non-Controlling Interest
|
(1,387
|
)
|
|
25
|
|
|
95
|
|
|
(1,267
|
)
|
||||
Fee Related Earnings
|
283,328
|
|
|
178,477
|
|
|
25,496
|
|
|
487,301
|
|
||||
Realized performance fees
|
30,220
|
|
|
4,692
|
|
|
41,671
|
|
|
76,583
|
|
||||
Realized profit sharing expense
|
(29,916
|
)
|
|
(4,996
|
)
|
|
(41,671
|
)
|
|
(76,583
|
)
|
||||
Net Realized Performance Fees
|
304
|
|
|
(304
|
)
|
|
—
|
|
|
—
|
|
||||
Realized principal investment income, net(2)
|
3,184
|
|
|
3,946
|
|
|
3,672
|
|
|
10,802
|
|
||||
Net interest loss and other
|
(28,971
|
)
|
|
(27,360
|
)
|
|
(9,853
|
)
|
|
(66,184
|
)
|
||||
Segment Distributable Earnings(3)
|
$
|
257,845
|
|
|
$
|
154,759
|
|
|
$
|
19,315
|
|
|
$
|
431,919
|
|
Total Assets(3)
|
$
|
4,093,638
|
|
|
$
|
2,502,259
|
|
|
$
|
708,957
|
|
|
$
|
7,304,854
|
|
(1)
|
Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.
|
(2)
|
Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.
|
(3)
|
Refer below for a reconciliation of total revenues, total expenses, other loss and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
|
|
For the Six Months Ended June 30, 2019
|
||||||||||||||
|
Credit
Segment
|
|
Private Equity
Segment
|
|
Real Assets
Segment
|
|
Total Reportable
Segments
|
||||||||
Management fees
|
$
|
373,017
|
|
|
$
|
260,134
|
|
|
$
|
91,783
|
|
|
$
|
724,934
|
|
Advisory and transaction fees, net
|
8,358
|
|
|
36,393
|
|
|
5,371
|
|
|
50,122
|
|
||||
Performance fees(1)
|
9,922
|
|
|
|
|
—
|
|
|
9,922
|
|
|||||
Fee Related Revenues
|
391,297
|
|
|
296,527
|
|
|
97,154
|
|
|
784,978
|
|
||||
Salary, bonus and benefits
|
(94,769
|
)
|
|
(83,500
|
)
|
|
(37,725
|
)
|
|
(215,994
|
)
|
||||
General, administrative and other
|
(59,143
|
)
|
|
(48,824
|
)
|
|
(18,222
|
)
|
|
(126,189
|
)
|
||||
Placement fees
|
148
|
|
|
(483
|
)
|
|
—
|
|
|
(335
|
)
|
||||
Fee Related Expenses
|
(153,764
|
)
|
|
(132,807
|
)
|
|
(55,947
|
)
|
|
(342,518
|
)
|
||||
Other income, net of Non-Controlling Interest
|
1,564
|
|
|
4,159
|
|
|
94
|
|
|
5,817
|
|
||||
Fee Related Earnings
|
239,097
|
|
|
167,879
|
|
|
41,301
|
|
|
448,277
|
|
||||
Realized performance fees
|
21,357
|
|
|
72,687
|
|
|
3,080
|
|
|
97,124
|
|
||||
Realized profit sharing expense
|
(11,395
|
)
|
|
(41,816
|
)
|
|
(1,234
|
)
|
|
(54,445
|
)
|
||||
Net Realized Performance Fees
|
9,962
|
|
|
30,871
|
|
|
1,846
|
|
|
42,679
|
|
||||
Realized principal investment income, net(2)
|
10,958
|
|
|
9,965
|
|
|
1,794
|
|
|
22,717
|
|
||||
Net interest loss and other
|
(9,042
|
)
|
|
(13,783
|
)
|
|
(4,881
|
)
|
|
(27,706
|
)
|
||||
Segment Distributable Earnings(3)
|
$
|
250,975
|
|
|
$
|
194,932
|
|
|
$
|
40,060
|
|
|
$
|
485,967
|
|
(1)
|
Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.
|
(2)
|
Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.
|
(3)
|
Refer below for a reconciliation of total revenues, total expenses, other loss and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
|
|
For the Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Total Consolidated Revenues
|
$
|
39,249
|
|
|
$
|
1,314,356
|
|
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
|
(60,688
|
)
|
|
(52,976
|
)
|
||
Adjustments related to consolidated funds and VIEs(1)
|
14,714
|
|
|
1,722
|
|
||
Performance fees(2)
|
815,942
|
|
|
(411,186
|
)
|
||
Principal investment (income) loss
|
79,298
|
|
|
(66,938
|
)
|
||
Total Fee Related Revenues
|
888,515
|
|
|
784,978
|
|
||
Realized performance fees
|
76,583
|
|
|
97,124
|
|
||
Realized principal investment income, net and other
|
9,117
|
|
|
21,032
|
|
||
Total Segment Revenues
|
$
|
974,215
|
|
|
$
|
903,134
|
|
(1)
|
Represents advisory fees, management fees and performance fees earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements.
|
(2)
|
Excludes certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.
|
|
For the Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Total Consolidated Expenses
|
$
|
374,343
|
|
|
$
|
720,542
|
|
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
|
(53,873
|
)
|
|
(52,707
|
)
|
||
Reclassification of interest expenses
|
(63,533
|
)
|
|
(42,410
|
)
|
||
Transaction-related charges, net(1)
|
(10,711
|
)
|
|
(23,598
|
)
|
||
Charges associated with corporate conversion(2)
|
(1,064
|
)
|
|
(10,006
|
)
|
||
Equity-based compensation
|
(31,817
|
)
|
|
(36,660
|
)
|
||
Total profit sharing expense(3)
|
190,962
|
|
|
(212,643
|
)
|
||
Dividend-related compensation expense
|
(4,360
|
)
|
|
—
|
|
||
Total Fee Related Expenses
|
399,947
|
|
|
342,518
|
|
||
Realized profit sharing expense
|
76,583
|
|
|
54,445
|
|
||
Total Segment Expenses
|
$
|
476,530
|
|
|
$
|
396,963
|
|
(1)
|
Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company 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, and restructuring charges.
|
(2)
|
Represents expenses incurred in relation to the Conversion, as described in note 1.
|
(3)
|
Includes unrealized profit sharing expense, realized profit sharing expense and equity based profit sharing expense and other.
|
|
For the Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Total Consolidated Other Income (Loss)
|
$
|
(1,105,194
|
)
|
|
$
|
100,465
|
|
Adjustments related to consolidated funds and VIEs(1)
|
110,268
|
|
|
(13,501
|
)
|
||
Net (gains) losses from investment activities
|
994,132
|
|
|
(63,878
|
)
|
||
Interest income and other, net of Non-Controlling Interest
|
(473
|
)
|
|
(17,269
|
)
|
||
Other Income (Loss), net of Non-Controlling Interest
|
(1,267
|
)
|
|
5,817
|
|
||
Net interest loss and other
|
(64,499
|
)
|
|
(26,021
|
)
|
||
Total Segment Other Loss
|
$
|
(65,766
|
)
|
|
$
|
(20,204
|
)
|
(1)
|
Represents the addition of other income of consolidated funds and VIEs.
|
|
For the Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Income (Loss) before income tax (provision) benefit
|
$
|
(1,440,288
|
)
|
|
$
|
694,279
|
|
Transaction-related charges(1)
|
10,711
|
|
|
23,598
|
|
||
Charges associated with corporate conversion(2)
|
1,064
|
|
|
10,006
|
|
||
Net (income) loss attributable to Non-Controlling Interests in consolidated entities
|
123,341
|
|
|
(13,805
|
)
|
||
Unrealized performance fees
|
892,525
|
|
|
(314,062
|
)
|
||
Unrealized profit sharing expense
|
(340,496
|
)
|
|
116,561
|
|
||
Equity-based profit sharing expense and other(3)
|
72,951
|
|
|
41,637
|
|
||
Equity-based compensation
|
31,817
|
|
|
36,660
|
|
||
Unrealized principal investment (income) loss
|
94,460
|
|
|
(44,221
|
)
|
||
Unrealized net (gains) losses from investment activities and other
|
985,834
|
|
|
(64,686
|
)
|
||
Segment Distributable Earnings
|
$
|
431,919
|
|
|
$
|
485,967
|
|
(1)
|
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions, and restructuring charges.
|
(2)
|
Represents expenses incurred in relation to the Conversion, as described in note 1.
|
(3)
|
Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo
|
|
As of
June 30, 2020 |
|
As of
December 31, 2019 |
||||
Total reportable segment assets
|
$
|
7,304,854
|
|
|
$
|
7,337,517
|
|
Adjustments(1)
|
10,653,554
|
|
|
1,204,600
|
|
||
Total assets
|
$
|
17,958,408
|
|
|
$
|
8,542,117
|
|
(1)
|
Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.
|
|
As of June 30, 2020
|
||||||||||||||
|
Apollo Global Management, Inc. and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
939,818
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
939,824
|
|
Restricted cash
|
81,378
|
|
|
—
|
|
|
—
|
|
|
81,378
|
|
||||
U.S. Treasury securities, at fair value
|
764,923
|
|
|
—
|
|
|
—
|
|
|
764,923
|
|
||||
Investments
|
3,546,915
|
|
|
339
|
|
|
(200,819
|
)
|
|
3,346,435
|
|
||||
Assets of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
670,691
|
|
|
1,070
|
|
|
671,761
|
|
||||
Investments, at fair value
|
—
|
|
|
10,776,386
|
|
|
(737,586
|
)
|
|
10,038,800
|
|
||||
Other assets
|
—
|
|
|
189,592
|
|
|
(8,333
|
)
|
|
181,259
|
|
||||
Incentive fees receivable
|
864
|
|
|
—
|
|
|
—
|
|
|
864
|
|
||||
Due from related parties
|
522,650
|
|
|
—
|
|
|
(37,276
|
)
|
|
485,374
|
|
||||
Deferred tax assets, net
|
744,733
|
|
|
—
|
|
|
—
|
|
|
744,733
|
|
||||
Other assets
|
278,450
|
|
|
—
|
|
|
(516
|
)
|
|
277,934
|
|
||||
Lease assets
|
308,165
|
|
|
—
|
|
|
—
|
|
|
308,165
|
|
||||
Goodwill
|
116,958
|
|
|
—
|
|
|
—
|
|
|
116,958
|
|
||||
Total Assets
|
$
|
7,304,854
|
|
|
$
|
11,637,014
|
|
|
$
|
(983,460
|
)
|
|
$
|
17,958,408
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
119,934
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
119,934
|
|
Accrued compensation and benefits
|
139,750
|
|
|
—
|
|
|
—
|
|
|
139,750
|
|
||||
Deferred revenue
|
63,156
|
|
|
—
|
|
|
—
|
|
|
63,156
|
|
||||
Due to related parties
|
712,562
|
|
|
—
|
|
|
(857
|
)
|
|
711,705
|
|
||||
Profit sharing payable
|
486,936
|
|
|
—
|
|
|
—
|
|
|
486,936
|
|
||||
Debt
|
3,147,276
|
|
|
—
|
|
|
—
|
|
|
3,147,276
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
5,954,801
|
|
|
(275,308
|
)
|
|
5,679,493
|
|
||||
Notes payable
|
—
|
|
|
2,571,962
|
|
|
(619,343
|
)
|
|
1,952,619
|
|
||||
Other liabilities
|
—
|
|
|
945,648
|
|
|
(27,318
|
)
|
|
918,330
|
|
||||
Due to related parties
|
—
|
|
|
21,285
|
|
|
(21,285
|
)
|
|
—
|
|
||||
Other liabilities
|
158,300
|
|
|
—
|
|
|
—
|
|
|
158,300
|
|
||||
Lease liabilities
|
338,972
|
|
|
—
|
|
|
—
|
|
|
338,972
|
|
||||
Total Liabilities
|
5,166,886
|
|
|
9,493,696
|
|
|
(944,111
|
)
|
|
13,716,471
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Stockholders’ Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, Inc. stockholders’ equity:
|
|
|
|
|
|
|
|
||||||||
Series A Preferred Stock
|
264,398
|
|
|
—
|
|
|
—
|
|
|
264,398
|
|
||||
Series B Preferred Stock
|
289,815
|
|
|
—
|
|
|
—
|
|
|
289,815
|
|
||||
Additional paid in capital
|
1,032,442
|
|
|
—
|
|
|
—
|
|
|
1,032,442
|
|
||||
Retained earnings (accumulated deficit)
|
(653,741
|
)
|
|
60,016
|
|
|
(60,020
|
)
|
|
(653,745
|
)
|
||||
Accumulated other comprehensive loss
|
(5,841
|
)
|
|
(18,709
|
)
|
|
20,671
|
|
|
(3,879
|
)
|
||||
Total Apollo Global Management, Inc. stockholders’ equity
|
927,073
|
|
|
41,307
|
|
|
(39,349
|
)
|
|
929,031
|
|
||||
Non-Controlling Interests in consolidated entities
|
5,859
|
|
|
2,102,011
|
|
|
—
|
|
|
2,107,870
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
1,205,036
|
|
|
—
|
|
|
—
|
|
|
1,205,036
|
|
||||
Total Stockholders’ Equity
|
2,137,968
|
|
|
2,143,318
|
|
|
(39,349
|
)
|
|
4,241,937
|
|
||||
Total Liabilities and Stockholders’ Equity
|
$
|
7,304,854
|
|
|
$
|
11,637,014
|
|
|
$
|
(983,460
|
)
|
|
$
|
17,958,408
|
|
|
As of December 31, 2019
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,556,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,556,202
|
|
Restricted cash
|
19,779
|
|
|
—
|
|
|
—
|
|
|
19,779
|
|
||||
U.S. Treasury securities, at fair value
|
554,387
|
|
|
—
|
|
|
—
|
|
|
554,387
|
|
||||
Investments
|
3,704,332
|
|
|
595
|
|
|
(95,068
|
)
|
|
3,609,859
|
|
||||
Assets of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
45,329
|
|
|
—
|
|
|
45,329
|
|
||||
Investments, at fair value
|
—
|
|
|
1,213,169
|
|
|
—
|
|
|
1,213,169
|
|
||||
Other assets
|
—
|
|
|
41,688
|
|
|
—
|
|
|
41,688
|
|
||||
Incentive fees receivable
|
2,414
|
|
|
—
|
|
|
—
|
|
|
2,414
|
|
||||
Due from related parties
|
415,622
|
|
|
—
|
|
|
(553
|
)
|
|
415,069
|
|
||||
Deferred tax assets
|
473,165
|
|
|
—
|
|
|
—
|
|
|
473,165
|
|
||||
Other assets
|
327,009
|
|
|
—
|
|
|
(560
|
)
|
|
326,449
|
|
||||
Lease assets
|
190,696
|
|
|
—
|
|
|
—
|
|
|
190,696
|
|
||||
Goodwill
|
93,911
|
|
|
—
|
|
|
—
|
|
|
93,911
|
|
||||
Total Assets
|
$
|
7,337,517
|
|
|
$
|
1,300,781
|
|
|
$
|
(96,181
|
)
|
|
$
|
8,542,117
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
94,364
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94,364
|
|
Accrued compensation and benefits
|
64,393
|
|
|
—
|
|
|
—
|
|
|
64,393
|
|
||||
Deferred revenue
|
84,639
|
|
|
—
|
|
|
—
|
|
|
84,639
|
|
||||
Due to related parties
|
501,387
|
|
|
—
|
|
|
—
|
|
|
501,387
|
|
||||
Profit sharing payable
|
758,669
|
|
|
—
|
|
|
—
|
|
|
758,669
|
|
||||
Debt
|
2,650,600
|
|
|
—
|
|
|
—
|
|
|
2,650,600
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
893,711
|
|
|
(43,564
|
)
|
|
850,147
|
|
||||
Other liabilities
|
—
|
|
|
79,762
|
|
|
(190
|
)
|
|
79,572
|
|
||||
Due to related parties
|
—
|
|
|
923
|
|
|
(923
|
)
|
|
—
|
|
||||
Other liabilities
|
210,740
|
|
|
—
|
|
|
—
|
|
|
210,740
|
|
||||
Lease liabilities
|
209,479
|
|
|
—
|
|
|
—
|
|
|
209,479
|
|
||||
Total Liabilities
|
4,574,271
|
|
|
974,396
|
|
|
(44,677
|
)
|
|
5,503,990
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Stockholders’ Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, Inc. stockholders’ equity:
|
|
|
|
|
|
|
|
||||||||
Series A Preferred stock
|
264,398
|
|
|
—
|
|
|
—
|
|
|
264,398
|
|
||||
Series B Preferred stock
|
289,815
|
|
|
—
|
|
|
—
|
|
|
289,815
|
|
||||
Additional paid in capital
|
1,302,587
|
|
|
—
|
|
|
—
|
|
|
1,302,587
|
|
||||
Retained earnings (accumulated deficit)
|
—
|
|
|
26,744
|
|
|
(26,744
|
)
|
|
—
|
|
||||
Accumulated other comprehensive loss
|
(4,331
|
)
|
|
(3,379
|
)
|
|
3,132
|
|
|
(4,578
|
)
|
||||
Total Apollo Global Management, Inc. stockholders’ equity
|
1,852,469
|
|
|
23,365
|
|
|
(23,612
|
)
|
|
1,852,222
|
|
||||
Non-Controlling Interests in consolidated entities
|
6,776
|
|
|
303,020
|
|
|
(27,892
|
)
|
|
281,904
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
904,001
|
|
|
—
|
|
|
—
|
|
|
904,001
|
|
||||
Total Stockholders’ Equity
|
2,763,246
|
|
|
326,385
|
|
|
(51,504
|
)
|
|
3,038,127
|
|
||||
Total Liabilities and Stockholders’ Equity
|
$
|
7,337,517
|
|
|
$
|
1,300,781
|
|
|
$
|
(96,181
|
)
|
|
$
|
8,542,117
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(i)
|
Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed instruments across the capital structure;
|
(ii)
|
Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt instruments; and
|
(iii)
|
Real assets—primarily invests in (i) real estate equity and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies, (ii) real estate and infrastructure debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities and (iii) European performing and non-performing loans, and unsecured consumer loans.
|
|
Gross Returns
|
|
Net Returns
|
||||
Category
|
For the Three Months Ended June 30, 2020
|
|
For the Six Months Ended June 30, 2020
|
|
For the Three Months Ended June 30, 2019
|
|
For the Six Months Ended June 30, 2020
|
Corporate Credit
|
7.7%
|
|
(1.1)%
|
|
7.2%
|
|
(1.7)%
|
Structured Credit
|
8.9%
|
|
(7.3)%
|
|
8.7%
|
|
(7.3)%
|
Direct Origination
|
2.7%
|
|
(2.0)%
|
|
1.4%
|
|
(3.5)%
|
(1)
|
As of August 5, 2020, the Class A shares represented 9.2% of the total voting power of the Class A shares, the Class B share and the Class C share, voting together as a single class, with respect to General Stockholder Matters. As of August 5, 2020, the Class A shares represented 52.8% of the total voting power of the Class A shares and the Class B share with respect to certain matters upon which they are entitled to vote pursuant to the certificate of incorporation of AGM Inc. (“COI”).
|
(2)
|
Our Managing Partners own BRH Holdings GP, Ltd., which in turn holds our only outstanding Class B share. As of May 7, 2020, the Class B share represented 8.2% of the total voting power of the Class A shares, the Class B share and the Class C share, voting together as a single class, with respect to General Stockholder Matters, and a de minimus economic interest in AGM Inc. As of August 5, 2020, the Class B share represented 47.2% of the total voting power of the Class A shares and the Class B share with respect to certain matters upon which they are entitled to vote as a single class.
|
(3)
|
Through BRH Holdings, L.P., our Managing Partners indirectly beneficially own through estate planning vehicles, limited partner interests in Holdings. Our Managing Partners’ economic interests are represented by their indirect beneficial ownership, through Holdings, of 36.5% of the limited partner interests in the Apollo Operating Group.
|
(4)
|
Holdings owns 40.4% of the limited partner or limited liability company 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 36.5% of the AOG Units. Our Contributing Partners, through their interests in Holdings, beneficially own 3.8% of the AOG Units.
|
(5)
|
BRH Holdings GP, Ltd. is the sole member of AGM Management, LLC, which in turns holds our only outstanding Class C share. The Class C share bestows to its holder certain management rights over AGM Inc. As of August 5, 2020, the Class C share represented 82.6% of the total voting power of the Class A shares, the Class B share and the Class C share, voting together as a single class, with respect to General Stockholder Matters, and a de minimus economic interest in AGM Inc.
|
(6)
|
Represents 52.9% of the limited partner or limited liability company interests in each Apollo Operating Group entity, held through the intermediate holding companies. AGM Inc. also indirectly owns 100% of the general partner or managing member interests in each Apollo Operating Group entity.
|
(7)
|
Represents 6.7% of the limited partner or limited liability company interests in each Apollo Operating Group entity held by Athene Holding Ltd. and/or its affiliates. AOG Units held by Athene are non-voting equity interests of the Apollo Operating Group and are not exchangeable for Class A shares.
|
•
|
Historically, we were a holding company that was qualified as a partnership for U.S. federal income tax purposes. Our intermediate holding companies enabled us to maintain our partnership status and to meet the qualifying income exception. Effective September 5, 2019, Apollo Global Management, LLC converted from a Delaware limited liability company to a Delaware corporation named Apollo Global Management, Inc.
|
•
|
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, partnerships or other entities 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 June 30, 2020
|
||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating
|
$
|
254,332
|
|
|
$
|
43,840
|
|
|
$
|
31,606
|
|
|
$
|
329,778
|
|
Non-Fee-Generating
|
46,122
|
|
|
29,461
|
|
|
8,245
|
|
|
83,828
|
|
||||
Total Assets Under Management
|
$
|
300,454
|
|
|
$
|
73,301
|
|
|
$
|
39,851
|
|
|
$
|
413,606
|
|
|
As of June 30, 2019
|
||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating
|
$
|
163,089
|
|
|
$
|
47,082
|
|
|
$
|
25,965
|
|
|
$
|
236,136
|
|
Non-Fee-Generating
|
38,127
|
|
|
30,066
|
|
|
7,533
|
|
|
75,726
|
|
||||
Total Assets Under Management
|
$
|
201,216
|
|
|
$
|
77,148
|
|
|
$
|
33,498
|
|
|
$
|
311,862
|
|
|
As of December 31, 2019
|
||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating
|
$
|
172,893
|
|
|
$
|
43,826
|
|
|
$
|
29,727
|
|
|
$
|
246,446
|
|
Non-Fee-Generating
|
42,637
|
|
|
32,962
|
|
|
9,060
|
|
|
84,659
|
|
||||
Total Assets Under Management
|
$
|
215,530
|
|
|
$
|
76,788
|
|
|
$
|
38,787
|
|
|
$
|
331,105
|
|
|
As of
June 30, 2020 |
|
As of
June 30, 2019 |
|
As of
December 31, 2019 |
||||||
|
(in millions)
|
||||||||||
Credit
|
$
|
8,404
|
|
|
$
|
7,860
|
|
|
$
|
10,898
|
|
Private Equity
|
7,858
|
|
|
9,570
|
|
|
9,441
|
|
|||
Real Assets
|
2,051
|
|
|
2,159
|
|
|
2,208
|
|
|||
Total AUM with Future Management Fee Potential
|
$
|
18,313
|
|
|
$
|
19,589
|
|
|
$
|
22,547
|
|
|
As of June 30, 2020
|
||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Performance Fee-Generating AUM(1)
|
$
|
18,186
|
|
|
$
|
18,015
|
|
|
$
|
3,768
|
|
|
$
|
39,969
|
|
AUM Not Currently Generating Performance Fees
|
31,861
|
|
|
12,158
|
|
|
1,342
|
|
|
45,361
|
|
||||
Uninvested Performance Fee-Eligible AUM
|
8,571
|
|
|
26,160
|
|
|
4,734
|
|
|
39,465
|
|
||||
Total Performance Fee-Eligible AUM(2)
|
$
|
58,618
|
|
|
$
|
56,333
|
|
|
$
|
9,844
|
|
|
$
|
124,795
|
|
|
As of June 30, 2019
|
||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Performance Fee-Generating AUM(1)
|
$
|
35,601
|
|
|
$
|
23,827
|
|
|
$
|
2,792
|
|
|
$
|
62,220
|
|
AUM Not Currently Generating Performance Fees
|
7,487
|
|
|
6,263
|
|
|
2,624
|
|
|
16,374
|
|
||||
Uninvested Performance Fee-Eligible AUM
|
7,581
|
|
|
32,257
|
|
|
4,309
|
|
|
44,147
|
|
||||
Total Performance Fee-Eligible AUM(2)
|
$
|
50,669
|
|
|
$
|
62,347
|
|
|
$
|
9,725
|
|
|
$
|
122,741
|
|
|
As of December 31, 2019
|
||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Performance Fee-Generating AUM(1)
|
$
|
38,560
|
|
|
$
|
22,907
|
|
|
$
|
5,179
|
|
|
$
|
66,646
|
|
AUM Not Currently Generating Performance Fees
|
6,889
|
|
|
8,112
|
|
|
589
|
|
|
15,590
|
|
||||
Uninvested Performance Fee-Eligible AUM
|
9,922
|
|
|
30,084
|
|
|
4,676
|
|
|
44,682
|
|
||||
Total Performance Fee-Eligible AUM(2)
|
$
|
55,371
|
|
|
$
|
61,103
|
|
|
$
|
10,444
|
|
|
$
|
126,918
|
|
(1)
|
Performance Fee-Generating AUM of $0.1 billion, $2.2 billion and $3.2 billion as of June 30, 2020, June 30, 2019 and December 31, 2019, respectively, are above the hurdle rates or preferred returns and has been deferred to future periods when the fees are probable to not be significantly reversed.
|
(2)
|
Effective as of June 30, 2020, performance fee-eligible AUM for Athora includes only capital commitments. Prior period performance fee-eligible AUM has been conformed to reflect this change in presentation.
|
Strategy / Fund
|
|
Invested AUM Not Currently Generating Performance Fees
|
|
Investment Period Active > 24 Months
|
|
Appreciation Required to Achieve Performance Fees(1)
|
||||
|
|
(in millions)
|
|
|
||||||
Credit:
|
|
|
|
|
|
|
||||
Corporate Credit
|
|
$
|
22,008
|
|
|
$
|
19,850
|
|
|
5%
|
Structured Credit
|
|
3,494
|
|
|
3,494
|
|
|
22%
|
||
Direct Origination
|
|
4,043
|
|
|
3,935
|
|
|
4%
|
||
Advisory and Other
|
|
2,316
|
|
|
2,442
|
|
|
1%
|
||
Total Credit
|
|
31,861
|
|
|
29,721
|
|
|
7%
|
||
Private Equity:
|
|
|
|
|
|
|
||||
Fund VIII
|
|
5,264
|
|
|
5,264
|
|
|
10%
|
||
ANRP II
|
|
1,379
|
|
|
1,379
|
|
|
30%
|
||
Hybrid Capital
|
|
2,035
|
|
|
2,035
|
|
|
93%
|
||
Other PE
|
|
3,480
|
|
|
2,466
|
|
|
39%
|
||
Total Private Equity
|
|
12,158
|
|
|
11,144
|
|
|
34%
|
||
Real Assets:
|
|
|
|
|
|
|
||||
Total Real Assets
|
|
1,342
|
|
|
650
|
|
|
> 250bps
|
||
Total
|
|
$
|
45,361
|
|
|
$
|
41,515
|
|
|
|
(1)
|
All investors in a given fund are considered in aggregate when calculating the appreciation required to achieve performance fees presented above. Appreciation required to achieve performance fees may vary by individual investor. Funds with an investment period less than 24 months are “N/A”.
|
|
As of June 30, 2020
|
||||||||||||||
|
Credit
|
|
Private
Equity
|
|
Real
Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
2,559
|
|
|
$
|
26,849
|
|
|
$
|
5,063
|
|
|
$
|
34,471
|
|
Fee-Generating AUM based on invested capital
|
2,135
|
|
|
15,528
|
|
|
2,299
|
|
|
19,962
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
223,902
|
|
|
992
|
|
|
23,059
|
|
|
247,953
|
|
||||
Fee-Generating AUM based on NAV
|
25,736
|
|
|
471
|
|
|
1,185
|
|
|
27,392
|
|
||||
Total Fee-Generating AUM
|
$
|
254,332
|
|
|
$
|
43,840
|
|
(1)
|
$
|
31,606
|
|
|
$
|
329,778
|
|
(1)
|
The weighted average remaining life of the traditional private equity funds as of June 30, 2020 was 71 months.
|
|
As of June 30, 2019
|
||||||||||||||
|
Credit
|
|
Private
Equity
|
|
Real
Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
3,284
|
|
|
$
|
26,849
|
|
|
$
|
5,405
|
|
|
$
|
35,538
|
|
Fee-Generating AUM based on invested capital
|
1,249
|
|
|
19,101
|
|
|
1,837
|
|
|
22,187
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
136,378
|
|
|
700
|
|
|
17,832
|
|
|
154,910
|
|
||||
Fee-Generating AUM based on NAV
|
22,178
|
|
|
432
|
|
|
891
|
|
|
23,501
|
|
||||
Total Fee-Generating AUM
|
$
|
163,089
|
|
|
$
|
47,082
|
|
(1)
|
$
|
25,965
|
|
|
$
|
236,136
|
|
(1)
|
The weighted average remaining life of the private equity funds as at June 30, 2019 was 83 months.
|
|
As of December 31, 2019
|
||||||||||||||
|
Credit
|
|
Private
Equity
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
3,921
|
|
|
$
|
26,849
|
|
|
$
|
4,932
|
|
|
$
|
35,702
|
|
Fee-Generating AUM based on invested capital
|
1,372
|
|
|
15,743
|
|
|
2,273
|
|
|
19,388
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
144,028
|
|
|
814
|
|
|
21,403
|
|
|
166,245
|
|
||||
Fee-Generating AUM based on NAV
|
23,572
|
|
|
420
|
|
|
1,119
|
|
|
25,111
|
|
||||
Total Fee-Generating AUM
|
$
|
172,893
|
|
|
$
|
43,826
|
|
(1)
|
$
|
29,727
|
|
|
$
|
246,446
|
|
(1)
|
The weighted average remaining life of the traditional private equity funds as of December 31, 2019 was 80 months.
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
June 30, |
|
As of
December 31, |
|
As of
June 30, |
|
As of
December 31, |
||||||||||||||||
|
2020
|
|
2019
|
|
2019
|
|
2020
|
|
2019
|
|
2019
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Corporate Credit
|
$
|
146,955
|
|
|
$
|
105,513
|
|
|
$
|
110,659
|
|
|
$
|
115,655
|
|
|
$
|
88,927
|
|
|
$
|
92,601
|
|
Structured Credit
|
54,793
|
|
|
49,662
|
|
|
52,735
|
|
|
47,969
|
|
|
43,651
|
|
|
45,453
|
|
||||||
Direct Origination
|
24,407
|
|
|
18,190
|
|
|
24,234
|
|
|
21,868
|
|
|
16,277
|
|
|
22,031
|
|
||||||
Advisory and Other
|
74,299
|
|
|
27,851
|
|
|
27,902
|
|
|
68,840
|
|
|
14,234
|
|
|
12,808
|
|
||||||
Total
|
$
|
300,454
|
|
|
$
|
201,216
|
|
|
$
|
215,530
|
|
|
$
|
254,332
|
|
|
$
|
163,089
|
|
|
$
|
172,893
|
|
|
As of
June 30, |
|
As of December 31,
|
||||||||
|
2020
|
|
2019
|
|
2019
|
||||||
|
(in millions)
|
||||||||||
Core Assets
|
$
|
45,350
|
|
|
$
|
31,052
|
|
|
$
|
32,346
|
|
Core Plus Assets
|
36,181
|
|
|
30,102
|
|
|
30,132
|
|
|||
Yield Assets
|
55,529
|
|
|
44,457
|
|
|
48,552
|
|
|||
High Alpha
|
5,799
|
|
|
4,238
|
|
|
5,051
|
|
|||
Cash, Treasuries, Equity and Alternatives
|
22,250
|
|
|
9,181
|
|
|
14,220
|
|
|||
Total (1)
|
$
|
165,109
|
|
|
$
|
119,030
|
|
|
$
|
130,301
|
|
(1)
|
Includes $39.5 billion, $8.2 billion and $10.0 billion of gross assets related to Athene Co-Invest Reinsurance Affiliate 1A Ltd. and $2.4 billion, $0.9 billion and $2.6 billion of unfunded commitments related to Apollo/Athene Dedicated Investment Program (“ADIP”) as of June 30, 2020, June 30, 2019 and December 31, 2019, respectively.
|
|
As of
June 30, |
|
As of
December 31,
|
||||||||
|
2020
|
|
2019
|
|
2019
|
||||||
|
(in millions)
|
||||||||||
Sub-Advised AUM
|
$
|
4,514
|
|
|
$
|
3,596
|
|
|
$
|
3,877
|
|
Non-Sub-Advised AUM
|
55,640
|
|
|
10,080
|
|
|
10,019
|
|
|||
Total AUM
|
$
|
60,154
|
|
|
$
|
13,676
|
|
|
$
|
13,896
|
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
June 30, |
|
As of
December 31,
|
|
As of
June 30, |
|
As of
December 31,
|
||||||||||||||||
|
2020
|
|
2019
|
|
2019
|
|
2020
|
|
2019
|
|
2019
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Private Equity Funds
|
$
|
59,685
|
|
|
$
|
61,771
|
|
|
$
|
62,139
|
|
|
$
|
35,910
|
|
|
$
|
39,578
|
|
|
$
|
36,947
|
|
Hybrid Capital
|
9,089
|
|
|
9,217
|
|
|
9,113
|
|
|
4,020
|
|
|
3,405
|
|
|
2,961
|
|
||||||
Natural Resources
|
4,527
|
|
|
6,160
|
|
|
5,536
|
|
|
3,910
|
|
|
4,099
|
|
|
3,918
|
|
||||||
Total
|
$
|
73,301
|
|
|
$
|
77,148
|
|
|
$
|
76,788
|
|
|
$
|
43,840
|
|
|
$
|
47,082
|
|
|
$
|
43,826
|
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||||||||||
|
As of
June 30, |
|
As of
December 31,
|
|
As of
June 30, |
|
As of
December 31,
|
||||||||||||||||
|
2020
|
|
2019
|
|
2019
|
|
2020
|
|
2019
|
|
2019
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Real Estate
|
$
|
30,890
|
|
|
$
|
24,441
|
|
|
$
|
29,401
|
|
|
$
|
24,837
|
|
|
$
|
19,035
|
|
|
$
|
22,890
|
|
Principal Finance
|
6,732
|
|
|
6,996
|
|
|
7,181
|
|
|
5,018
|
|
|
5,207
|
|
|
5,102
|
|
||||||
Infrastructure
|
2,229
|
|
|
2,061
|
|
|
2,205
|
|
|
1,751
|
|
|
1,723
|
|
|
1,735
|
|
||||||
Total
|
$
|
39,851
|
|
|
$
|
33,498
|
|
|
$
|
38,787
|
|
|
$
|
31,606
|
|
|
$
|
25,965
|
|
|
$
|
29,727
|
|
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
|
||||||||||||||||||||||||||||||
Change in Total AUM(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning of Period
|
$
|
209,745
|
|
|
$
|
67,669
|
|
|
$
|
38,097
|
|
|
$
|
315,511
|
|
|
$
|
193,669
|
|
|
$
|
77,325
|
|
|
$
|
32,000
|
|
|
$
|
302,994
|
|
Inflows(2)
|
85,347
|
|
|
1,768
|
|
|
2,122
|
|
|
89,237
|
|
|
5,905
|
|
|
751
|
|
|
1,790
|
|
|
8,446
|
|
||||||||
Outflows(3)
|
(5,788
|
)
|
|
(51
|
)
|
|
(283
|
)
|
|
(6,122
|
)
|
|
(2,917
|
)
|
|
(101
|
)
|
|
(173
|
)
|
|
(3,191
|
)
|
||||||||
Net Flows
|
79,559
|
|
|
1,717
|
|
|
1,839
|
|
|
83,115
|
|
|
2,988
|
|
|
650
|
|
|
1,617
|
|
|
5,255
|
|
||||||||
Realizations
|
(653
|
)
|
|
(536
|
)
|
|
(224
|
)
|
|
(1,413
|
)
|
|
(486
|
)
|
|
(1,381
|
)
|
|
(333
|
)
|
|
(2,200
|
)
|
||||||||
Market Activity(2)(4)
|
11,803
|
|
|
4,451
|
|
|
139
|
|
|
16,393
|
|
|
5,045
|
|
|
554
|
|
|
214
|
|
|
5,813
|
|
||||||||
End of Period
|
$
|
300,454
|
|
|
$
|
73,301
|
|
|
$
|
39,851
|
|
|
$
|
413,606
|
|
|
$
|
201,216
|
|
|
$
|
77,148
|
|
|
$
|
33,498
|
|
|
$
|
311,862
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions, and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
For the three months ended June 30, 2020, market activity includes mark-to-market changes and investment income of Athene, which had previously been reported as inflows. Prior period numbers have been recast to conform to the current presentation.
|
(3)
|
Outflows for Total AUM include redemptions of $0.7 billion and $1.6 billion during the three months ended June 30, 2020 and 2019, respectively.
|
(4)
|
Includes foreign exchange impacts of $522.7 million, $42.8 million and $52.4 million for credit, private equity and real assets, respectively, during the three months ended June 30, 2020, and foreign exchange impacts of $321.4 million, $15.4 million and $62.9 million for credit, private equity and real assets, respectively, during the three months ended June 30, 2019.
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Total AUM(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning of Period
|
$
|
215,530
|
|
|
$
|
76,788
|
|
|
$
|
38,787
|
|
|
$
|
331,105
|
|
|
$
|
174,378
|
|
|
$
|
75,086
|
|
|
$
|
30,795
|
|
|
$
|
280,259
|
|
Inflows(2)
|
91,616
|
|
|
2,249
|
|
|
2,629
|
|
|
96,494
|
|
|
23,140
|
|
|
2,844
|
|
|
3,396
|
|
|
29,380
|
|
||||||||
Outflows(3)
|
(6,626
|
)
|
|
(61
|
)
|
|
(517
|
)
|
|
(7,204
|
)
|
|
(5,218
|
)
|
|
(140
|
)
|
|
(399
|
)
|
|
(5,757
|
)
|
||||||||
Net Flows
|
84,990
|
|
|
2,188
|
|
|
2,112
|
|
|
89,290
|
|
|
17,922
|
|
|
2,704
|
|
|
2,997
|
|
|
23,623
|
|
||||||||
Realizations
|
(1,165
|
)
|
|
(1,704
|
)
|
|
(590
|
)
|
|
(3,459
|
)
|
|
(720
|
)
|
|
(2,552
|
)
|
|
(668
|
)
|
|
(3,940
|
)
|
||||||||
Market Activity(2)(4)
|
1,099
|
|
|
(3,971
|
)
|
|
(458
|
)
|
|
(3,330
|
)
|
|
9,636
|
|
|
1,910
|
|
|
374
|
|
|
11,920
|
|
||||||||
End of Period
|
$
|
300,454
|
|
|
$
|
73,301
|
|
|
$
|
39,851
|
|
|
$
|
413,606
|
|
|
$
|
201,216
|
|
|
$
|
77,148
|
|
|
$
|
33,498
|
|
|
$
|
311,862
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
For the six months ended June 30, 2020, market activity includes mark-to-market changes and investment income of Athene, which had previously been reported as inflows. Prior period numbers have been recast to conform to the current presentation.
|
(3)
|
Outflows for Total AUM include redemptions of $1.2 billion and $2.0 billion during the six months ended June 30, 2020 and 2019, respectively.
|
(4)
|
Includes foreign exchange impacts of $(457.0) million, $30.6 million and $(39.2) million for credit, private equity and real assets, respectively, during the six months ended June 30, 2020, and foreign exchange impacts of $(48.8) million, $(27.8) million and $22.5 million for credit, private equity and real assets, respectively, during the six months ended June 30, 2019.
|
•
|
Net flows of $83.1 billion primarily related to:
|
•
|
a $79.6 billion increase related to funds we manage in the credit segment primarily consisting of (i) an increase in AUM in the advisory and other category, (ii) an increase in AUM as Athene closed its reinsurance transaction with Jackson National Life Insurance Company, which added $28 billion of AUM, and (iii) subscriptions across the corporate credit funds we manage of $8.9 billion, primarily due to an additional $6 billion of new commitments for Apollo Strategic Origination Partners, a new origination platform expected to provide approximately $12 billion in financings over the next three years;
|
•
|
a $1.8 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $2.1 billion offset by a $0.3 billion decrease in leverage; and
|
•
|
a $1.7 billion increase related to funds we manage in the private equity segment consisting primarily of an increase in subscriptions of $1.5 billion related to the private equity funds we manage.
|
•
|
Market activity of $16.4 billion related to (i) $11.8 billion of appreciation in the funds we manage in the credit segment, primarily related to the market activity of Athene, (ii) $4.5 billion of appreciation in the funds we manage in the private equity segment, primarily related to Fund VIII, as well as (iii) $0.1 billion of appreciation in the funds we manage in the real assets segment.
|
•
|
Realizations of $1.4 billion primarily related to:
|
•
|
$0.7 billion related to funds we manage in the credit segment primarily consisting of distributions from the corporate credit funds; and
|
•
|
$0.5 billion related to funds we manage in the private equity segment primarily consisting of distributions from Fund VIII, Fund VII and Fund IX.
|
•
|
Net flows of $89.3 billion primarily related to:
|
•
|
an $85.0 billion increase related to funds we manage in the credit segment primarily consisting of (i) an increase in AUM in the advisory and other category, (ii) an increase in AUM as Athene closed its reinsurance transaction with Jackson National Life Insurance Company, which added $28 billion of AUM, and (iii) subscriptions across the corporate credit funds we manage of $10.5 billion, primarily due to an additional $6 billion of new commitments for Apollo Strategic Origination Partners, a new origination platform expected to provide approximately $12 billion in financings over the next three years;
|
•
|
a $2.2 billion increase related to funds we manage in the private equity segment primarily consisting of (i) subscriptions across the traditional private equity funds we manage of $1.5 billion, and (ii) an increase in leverage of $0.7 billion; and
|
•
|
a $2.1 billion increase related to funds we manage in the real assets segment primarily consisting of (i) net segment transfers of $1.9 billion, and (ii) subscriptions of $0.2 billion.
|
•
|
Market activity of $(3.3) billion related to (i) $(4.0) billion of depreciation in the funds we manage in the private equity segment, primarily related to Fund VIII, as well as (ii) $(0.4) billion of depreciation in the funds we manage in the real assets segment, offset by (iii) $1.1 billion of appreciation in the funds we manage in the credit segment, primarily related to the market activity of Athene.
|
•
|
Realizations of $(3.5) billion primarily related to:
|
•
|
$(1.7) billion related to funds we manage in the private equity segment primarily consisting of distributions of $0.9 billion, $0.3 billion and $0.2 billion from Fund VIII, Fund VII and certain hybrid capital funds, respectively;
|
•
|
$(1.2) billion related to funds we manage in the credit segment primarily consisting of distributions from the corporate credit and direct origination funds; and
|
•
|
$(0.6) billion related to funds we manage in the real assets segment primarily consisting of distributions from the real estate and principal finance funds.
|
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
|
||||||||||||||||||||||||||||||
Change in Fee-Generating AUM(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Beginning of Period
|
$
|
168,262
|
|
|
$
|
43,976
|
|
|
$
|
29,412
|
|
|
$
|
241,650
|
|
|
$
|
156,860
|
|
|
$
|
46,372
|
|
|
$
|
25,033
|
|
|
$
|
228,265
|
|
Inflows (2)
|
80,745
|
|
|
829
|
|
|
2,535
|
|
|
84,109
|
|
|
4,549
|
|
|
1,190
|
|
|
1,467
|
|
|
7,206
|
|
||||||||
Outflows(3)
|
(5,664
|
)
|
|
(977
|
)
|
|
(278
|
)
|
|
(6,919
|
)
|
|
(2,672
|
)
|
|
(206
|
)
|
|
(473
|
)
|
|
(3,351
|
)
|
||||||||
Net Flows
|
75,081
|
|
|
(148
|
)
|
|
2,257
|
|
|
77,190
|
|
|
1,877
|
|
|
984
|
|
|
994
|
|
|
3,855
|
|
||||||||
Realizations
|
(75
|
)
|
|
(203
|
)
|
|
(134
|
)
|
|
(412
|
)
|
|
(177
|
)
|
|
(317
|
)
|
|
(164
|
)
|
|
(658
|
)
|
||||||||
Market Activity(4)
|
11,064
|
|
|
215
|
|
|
71
|
|
|
11,350
|
|
|
4,530
|
|
|
43
|
|
|
102
|
|
|
4,675
|
|
||||||||
End of Period
|
$
|
254,332
|
|
|
$
|
43,840
|
|
|
$
|
31,606
|
|
|
$
|
329,778
|
|
|
$
|
163,089
|
|
|
$
|
47,082
|
|
|
$
|
25,965
|
|
|
$
|
236,136
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
For the three months ended June 30, 2020, market activity includes mark-to-market changes and investment income of Athene, which had previously been reported as inflows. Prior period numbers have been recast to conform to the current presentation.
|
(3)
|
Outflows for Fee-Generating AUM include redemptions of $0.7 billion and $1.5 billion during the three months ended June 30, 2020 and 2019, respectively.
|
(4)
|
Includes foreign exchange impacts of $268.4 million, $2.4 million and $45.2 million for credit, private equity and real assets, respectively, during the three months ended June 30, 2020, and foreign exchange impacts of $96.8 million, $(2.4) million and $27.4 million for credit, private equity and real assets, respectively, during the three months ended June 30, 2019.
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Fee-Generating AUM(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Beginning of Period
|
$
|
172,893
|
|
|
$
|
43,826
|
|
|
$
|
29,727
|
|
|
$
|
246,446
|
|
|
$
|
144,071
|
|
|
$
|
46,633
|
|
|
$
|
23,663
|
|
|
$
|
214,367
|
|
Inflows(2)
|
88,256
|
|
|
1,445
|
|
|
2,726
|
|
|
92,427
|
|
|
14,377
|
|
|
1,323
|
|
|
2,947
|
|
|
18,647
|
|
||||||||
Outflows(3)
|
(7,006
|
)
|
|
(1,022
|
)
|
|
(677
|
)
|
|
(8,705
|
)
|
|
(4,300
|
)
|
|
(433
|
)
|
|
(483
|
)
|
|
(5,216
|
)
|
||||||||
Net Flows
|
81,250
|
|
|
423
|
|
|
2,049
|
|
|
83,722
|
|
|
10,077
|
|
|
890
|
|
|
2,464
|
|
|
13,431
|
|
||||||||
Realizations
|
(470
|
)
|
|
(546
|
)
|
|
(202
|
)
|
|
(1,218
|
)
|
|
(279
|
)
|
|
(511
|
)
|
|
(285
|
)
|
|
(1,075
|
)
|
||||||||
Market Activity(4)
|
659
|
|
|
137
|
|
|
32
|
|
|
828
|
|
|
9,219
|
|
|
70
|
|
|
123
|
|
|
9,412
|
|
||||||||
End of Period
|
$
|
254,332
|
|
|
$
|
43,840
|
|
|
$
|
31,606
|
|
|
$
|
329,778
|
|
|
$
|
163,089
|
|
|
$
|
47,082
|
|
|
$
|
25,965
|
|
|
$
|
236,136
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
For the six months ended June 30, 2020, market activity includes mark-to-market changes and investment income of Athene, which had previously been reported as inflows. Prior period numbers have been recast to conform to the current presentation.
|
(3)
|
Outflows for Fee-Generating AUM include redemptions of $1.1 billion and $2.0 billion during the six months ended June 30, 2020 and 2019, respectively.
|
(4)
|
Includes foreign exchange impacts of $(378.5) million, $(12.9) million and $(29.6) million for credit, private equity and real assets, respectively, during the six months ended June 30, 2020, and foreign exchange impacts of $(46.1) million, $(2.4) million and $(5.2) million for credit, private equity and real assets, respectively, during the six months ended June 30, 2019.
|
•
|
Net flows of $77.2 billion primarily related to:
|
•
|
a $75.1 billion increase related to funds we manage in the credit segment primarily consisting of (i) an increase in AUM in the advisory and other category, (ii) an increase in AUM as Athene closed its reinsurance transaction with Jackson National Life Insurance Company, which added $28 billion of AUM, and (iii) subscriptions across the corporate credit funds we manage of $1.1 billion;
|
•
|
a $2.3 billion increase related to funds we manage in the real assets segment primarily consisting of (i) net segment transfers of $2.0 billion, and (ii) $0.5 billion of fee-generating capital deployment, primarily related to the commencement of U.S. Real Estate Fund III’s investment period; these increases were offset by $0.3 billion of fee-generating capital reduction, primarily related to certain real estate funds we manage.
|
•
|
Market activity of $11.4 billion primarily related to a $11.1 billion increase related to funds we manage in the credit segment, primarily as a result of the market activity of Athene.
|
•
|
an $81.3 billion increase related to funds we manage in the credit segment primarily consisting of (i) an increase in AUM in the advisory and other category, (ii) an increase in AUM as Athene closed its reinsurance transaction with Jackson National Life Insurance Company, which added $28 billion of AUM, and (iii) subscriptions across the corporate credit funds we manage of $2.4 billion; and
|
•
|
a $2.0 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.7 billion and fee-generating capital deployment, primarily related to the commencement of U.S. Real Estate Fund III’s investment period.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
(in millions)
|
||||||||||
Credit(1)
|
$
|
2,900
|
|
|
$
|
2,087
|
|
|
$
|
6,287
|
|
|
$
|
3,343
|
|
Private Equity
|
3,935
|
|
|
$
|
2,540
|
|
|
5,608
|
|
|
5,655
|
|
|||
Real Assets
|
413
|
|
|
821
|
|
|
554
|
|
|
1,076
|
|
||||
Total capital deployed
|
$
|
7,248
|
|
|
$
|
5,448
|
|
|
$
|
12,449
|
|
|
$
|
10,074
|
|
(1)
|
Prior period numbers were recast to include Apollo Accord Master Fund, L.P. (“Accord”) and other defined maturity date funds.
|
|
As of
June 30, 2020 |
|
As of
December 31, 2019 |
||||
|
(in millions)
|
||||||
Credit
|
$
|
22,492
|
|
|
$
|
11,591
|
|
Private Equity
|
32,262
|
|
|
36,346
|
|
||
Real Assets
|
5,891
|
|
|
5,736
|
|
||
Total uncalled commitments(1)
|
$
|
60,645
|
|
|
$
|
53,673
|
|
(1)
|
As of June 30, 2020 and December 31, 2019, $47.4 billion and $46.4 billion, respectively, represented the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of the funds, partnerships and accounts we manage. These amounts exclude uncalled commitments which can only be called for fund fees and expenses.
|
($ in millions)
|
Vintage
Year |
|
Total AUM
|
|
Committed
Capital |
|
Total Invested Capital
|
|
Realized Value
|
|
Remaining Cost
|
|
Unrealized Value
|
|
Total Value
|
|
Gross
IRR |
|
Net
IRR |
|
||||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fund IX
|
2018
|
|
$
|
24,343
|
|
|
$
|
24,729
|
|
|
$
|
5,571
|
|
|
$
|
621
|
|
|
$
|
5,175
|
|
|
$
|
5,542
|
|
|
$
|
6,163
|
|
|
16
|
%
|
|
(8
|
)%
|
|
Fund VIII
|
2013
|
|
17,586
|
|
|
18,377
|
|
|
16,017
|
|
|
9,587
|
|
|
10,224
|
|
|
13,596
|
|
|
23,183
|
|
|
13
|
|
|
9
|
|
|
|||||||
Fund VII
|
2008
|
|
2,939
|
|
|
14,677
|
|
|
16,461
|
|
|
31,539
|
|
|
2,459
|
|
|
967
|
|
|
32,506
|
|
|
33
|
|
|
24
|
|
|
|||||||
Fund VI
|
2006
|
|
647
|
|
|
10,136
|
|
|
12,457
|
|
|
21,132
|
|
|
405
|
|
|
3
|
|
|
21,135
|
|
|
12
|
|
|
9
|
|
|
|||||||
Fund V
|
2001
|
|
260
|
|
|
3,742
|
|
|
5,192
|
|
|
12,721
|
|
|
120
|
|
|
2
|
|
|
12,723
|
|
|
61
|
|
|
44
|
|
|
|||||||
Fund I, II, III, IV & MIA(2)
|
Various
|
|
13
|
|
|
7,320
|
|
|
8,753
|
|
|
17,400
|
|
|
—
|
|
|
—
|
|
|
17,400
|
|
|
39
|
|
|
26
|
|
|
|||||||
Traditional Private Equity Funds(3)
|
|
|
$
|
45,788
|
|
|
$
|
78,981
|
|
|
$
|
64,451
|
|
|
$
|
93,000
|
|
|
$
|
18,383
|
|
|
$
|
20,110
|
|
|
$
|
113,110
|
|
|
39
|
%
|
|
24
|
|
|
ANRP II
|
2016
|
|
2,291
|
|
|
3,454
|
|
|
2,647
|
|
|
1,384
|
|
|
1,984
|
|
|
1,477
|
|
|
2,861
|
|
|
6
|
|
|
(2
|
)
|
|
|||||||
ANRP I
|
2012
|
|
349
|
|
|
1,323
|
|
|
1,149
|
|
|
1,011
|
|
|
618
|
|
|
139
|
|
|
1,150
|
|
|
—
|
|
|
(4
|
)
|
|
|||||||
AION
|
2013
|
|
609
|
|
|
826
|
|
|
689
|
|
|
327
|
|
|
442
|
|
|
503
|
|
|
830
|
|
|
9
|
|
|
2
|
|
|
|||||||
Hybrid Value Fund
|
2019
|
|
3,396
|
|
|
3,238
|
|
|
1,897
|
|
|
130
|
|
|
1,833
|
|
|
1,970
|
|
|
2,100
|
|
|
NM1
|
|
|
NM1
|
|
|
|||||||
Total Private Equity
|
|
|
$
|
52,433
|
|
|
$
|
87,822
|
|
|
$
|
70,833
|
|
|
$
|
95,852
|
|
|
$
|
23,260
|
|
|
$
|
24,199
|
|
|
$
|
120,051
|
|
|
|
|
|
|
||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
FCI III
|
2017
|
|
$
|
2,734
|
|
|
$
|
1,906
|
|
|
$
|
2,544
|
|
|
$
|
1,267
|
|
|
$
|
1,890
|
|
|
$
|
1,973
|
|
|
$
|
3,240
|
|
|
23
|
%
|
|
17
|
%
|
|
FCI II
|
2013
|
|
2,260
|
|
|
1,555
|
|
|
2,894
|
|
|
1,940
|
|
|
1,689
|
|
|
1,588
|
|
|
3,528
|
|
|
8
|
|
|
5
|
|
|
|||||||
FCI I
|
2012
|
|
—
|
|
|
559
|
|
|
1,516
|
|
|
1,975
|
|
|
—
|
|
|
—
|
|
|
1,975
|
|
|
11
|
|
|
8
|
|
|
|||||||
SCRF IV (6)
|
2017
|
|
2,048
|
|
|
2,502
|
|
|
4,534
|
|
|
2,417
|
|
|
2,151
|
|
|
1,891
|
|
|
4,308
|
|
|
(6
|
)
|
|
(7
|
)
|
|
|||||||
SCRF III
|
2015
|
|
—
|
|
|
1,238
|
|
|
2,110
|
|
|
2,428
|
|
|
—
|
|
|
—
|
|
|
2,428
|
|
|
18
|
|
|
14
|
|
|
|||||||
SCRF II
|
2012
|
|
—
|
|
|
104
|
|
|
467
|
|
|
528
|
|
|
—
|
|
|
—
|
|
|
528
|
|
|
15
|
|
|
12
|
|
|
|||||||
SCRF I
|
2008
|
|
—
|
|
|
118
|
|
|
240
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|
357
|
|
|
33
|
|
|
26
|
|
|
|||||||
Accord IIIB
|
2020
|
|
1,768
|
|
|
1,761
|
|
|
408
|
|
|
85
|
|
|
352
|
|
|
331
|
|
|
416
|
|
|
NM1
|
|
|
NM1
|
|
|
|||||||
Accord III
|
2019
|
|
961
|
|
|
886
|
|
|
2,184
|
|
|
1,850
|
|
|
586
|
|
|
567
|
|
|
2,417
|
|
|
NM1
|
|
|
NM1
|
|
|
|||||||
Accord II(7)
|
2018
|
|
—
|
|
|
781
|
|
|
801
|
|
|
821
|
|
|
—
|
|
|
—
|
|
|
821
|
|
|
16
|
|
|
12
|
|
|
|||||||
Accord I(7)
|
2017
|
|
—
|
|
|
308
|
|
|
111
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
10
|
|
|
5
|
|
|
|||||||
Total Credit
|
|
|
$
|
9,771
|
|
|
$
|
11,718
|
|
|
$
|
17,809
|
|
|
$
|
13,781
|
|
|
$
|
6,668
|
|
|
$
|
6,350
|
|
|
$
|
20,131
|
|
|
|
|
|
|
||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
European Principal Finance Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
EPF III(4)
|
2017
|
|
$
|
4,737
|
|
|
$
|
4,513
|
|
|
$
|
2,802
|
|
|
$
|
1,068
|
|
|
$
|
1,993
|
|
|
$
|
2,419
|
|
|
$
|
3,487
|
|
|
21
|
%
|
|
10
|
%
|
|
EPF II(4)
|
2012
|
|
1,349
|
|
|
3,442
|
|
|
3,408
|
|
|
4,319
|
|
|
658
|
|
|
583
|
|
|
4,902
|
|
|
14
|
|
|
9
|
|
|
|||||||
EPF I(4)
|
2007
|
|
234
|
|
|
1,455
|
|
|
1,912
|
|
|
3,217
|
|
|
—
|
|
|
8
|
|
|
3,225
|
|
|
23
|
|
|
17
|
|
|
|||||||
U.S. RE Fund III
|
2020
|
|
442
|
|
|
442
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
31
|
|
|
31
|
|
|
NM1
|
|
|
NM1
|
|
|
|||||||
U.S. RE Fund II(5)
|
2016
|
|
1,127
|
|
|
1,243
|
|
|
878
|
|
|
480
|
|
|
629
|
|
|
700
|
|
|
1,180
|
|
|
14
|
|
|
11
|
|
|
|||||||
U.S. RE Fund I(5)
|
2012
|
|
230
|
|
|
649
|
|
|
632
|
|
|
791
|
|
|
147
|
|
|
143
|
|
|
934
|
|
|
13
|
|
|
10
|
|
|
|||||||
Asia RE Fund(5)
|
2017
|
|
678
|
|
|
719
|
|
|
434
|
|
|
206
|
|
|
281
|
|
|
368
|
|
|
574
|
|
|
18
|
|
|
13
|
|
|
|||||||
Infrastructure Equity Fund
|
2018
|
|
1,107
|
|
|
897
|
|
|
801
|
|
|
218
|
|
|
658
|
|
|
824
|
|
|
1,042
|
|
|
NM1
|
|
|
NM1
|
|
|
|||||||
Total Real Assets
|
|
|
$
|
9,904
|
|
|
$
|
13,360
|
|
|
$
|
10,898
|
|
|
$
|
10,299
|
|
|
$
|
4,397
|
|
|
$
|
5,076
|
|
|
$
|
15,375
|
|
|
|
|
|
|
(1)
|
Data has not been presented as the fund’s effective date is less than 24 months prior to the period indicated and such information was deemed not meaningful.
|
(2)
|
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.
|
(3)
|
Total IRR is calculated based on total cash flows for all funds presented.
|
(4)
|
Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.12 as of June 30, 2020.
|
(5)
|
U.S. RE Fund I, U.S. RE Fund II and Asia RE Fund had $152 million, $771 million and $375 million of co-investment commitments as of June 30, 2020, respectively, which are included in the figures in the table. A co-invest entity 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 $1.24 as of June 30, 2020.
|
(6)
|
Remaining cost for certain of our credit funds may include physical cash called, invested or reserved for certain levered investments.
|
(7)
|
Gross and Net IRR have been presented for these funds as they have a defined maturity date of less than 24 months and have substantially liquidated.
|
|
Gross Returns
|
|
Net Returns
|
||||||||
Category
|
For the Three Months Ended June 30, 2020
|
|
For the Six Months Ended June 30, 2020
|
|
For the Three Months Ended June 30, 2020
|
|
For the Six Months Ended June 30, 2020
|
||||
Corporate Credit
|
7.7
|
%
|
|
(1.1
|
)%
|
|
7.2
|
%
|
|
(1.7
|
)%
|
Structured Credit
|
8.9
|
|
|
(7.3
|
)
|
|
8.7
|
|
|
(7.3
|
)
|
Direct Origination
|
2.7
|
|
|
(2.0
|
)
|
|
1.4
|
|
|
(3.5
|
)
|
|
Total Invested Capital
|
|
Total Value
|
|
Gross IRR
|
|||||
|
(in millions)
|
|
|
|||||||
Distressed for Control
|
$
|
7,795
|
|
|
$
|
18,685
|
|
|
29
|
%
|
Non-Control Distressed
|
5,558
|
|
|
8,693
|
|
|
71
|
|
||
Total
|
13,353
|
|
|
27,378
|
|
|
49
|
|
||
Corporate Carve-outs, Opportunistic Buyouts and Other Credit(1)
|
51,098
|
|
|
85,732
|
|
|
21
|
|
||
Total
|
$
|
64,451
|
|
|
$
|
113,110
|
|
|
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
|
$
|
2,706
|
|
|
$
|
5,919
|
|
Opportunistic Buyouts
|
12,744
|
|
|
16,495
|
|
||
Distressed(2)
|
567
|
|
|
769
|
|
||
Total
|
$
|
16,017
|
|
|
$
|
23,183
|
|
|
Total Invested Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Corporate Carve-outs
|
$
|
2,539
|
|
|
$
|
3,505
|
|
Opportunistic Buyouts
|
4,339
|
|
|
10,593
|
|
||
Distressed/Other Credit(2)
|
9,583
|
|
|
18,408
|
|
||
Total
|
$
|
16,461
|
|
|
$
|
32,506
|
|
(1)
|
Committed capital less unfunded capital commitments for Fund VIII and Fund VII were $16.0 billion and $14.4 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.
|
|
|
|
|
|
Total Returns(1)
|
||||||||||||
|
IPO Year(2)
|
|
Total AUM
|
|
For the Three Months Ended June 30, 2020
|
|
For the Six Months Ended June 30, 2020
|
|
For the Three Months Ended June 30, 2019
|
|
For the Six Months Ended June 30, 2019
|
||||||
Credit:
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||
MidCap(3)
|
N/A
|
|
$
|
8,552
|
|
|
4
|
%
|
|
—
|
%
|
|
5
|
%
|
|
8
|
%
|
AIF
|
2013
|
|
320
|
|
|
12
|
|
|
(14
|
)
|
|
3
|
%
|
|
12
|
%
|
|
AFT
|
2011
|
|
350
|
|
|
9
|
|
|
(15
|
)
|
|
3
|
%
|
|
8
|
%
|
|
AINV/Other(4)
|
2004
|
|
4,551
|
|
|
49
|
|
|
(39
|
)
|
|
7
|
%
|
|
35
|
%
|
|
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ARI
|
2009
|
|
6,978
|
|
|
37
|
%
|
|
(41
|
)%
|
|
4
|
%
|
|
16
|
%
|
|
Total
|
|
|
$
|
20,751
|
|
|
|
|
|
|
|
|
|
(1)
|
Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commission.
|
(2)
|
An initial public offering (“IPO”) year represents the year in which the vehicle commenced trading on a national securities exchange.
|
(3)
|
MidCap is not a publicly traded vehicle and therefore IPO year is not applicable. The returns presented are a gross return based on NAV. The net returns based on NAV were 1% and 3% for the three months ended June 30, 2020 and June 30, 2019, respectively, and (2)% and 6% for the six months ended June 30, 2020 and June 30, 2019, respectively.
|
(4)
|
Total AUM is as of March 31, 2020. Refer to www.apolloic.com for the most recent financial information on AINV. Included within Total AUM of AINV/Other is $1.7 billion of AUM related to a non-traded business development company from which Apollo earns investment-related service fees, but for which Apollo does not provide management or advisory services. Total returns exclude performance related to this AUM.
|
•
|
65%-100% for certain credit funds, gross advisory, transaction and other special fees;
|
•
|
65%-100% for private equity funds, gross advisory, transaction and other special fees; and
|
•
|
65%-100% for certain real assets funds, gross advisory, transaction and other special fees.
|
|
As of
June 30, 2020 |
|
For the Three Months Ended June 30, 2020
|
|
For the Six Months Ended June 30, 2020
|
||||||||||||||||||||||
|
Performance Fees Receivable on an Unconsolidated Basis
|
|
Unrealized Performance Fees
|
|
Realized Performance Fees
|
|
Total Performance Fees
|
|
Unrealized Performance Fees
|
|
Realized Performance Fees
|
|
Total Performance Fees
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Corporate Credit (1)
|
$
|
114,427
|
|
|
$
|
85,541
|
|
|
$
|
4,359
|
|
|
$
|
89,900
|
|
|
$
|
96,527
|
|
|
$
|
16,341
|
|
|
$
|
112,868
|
|
Structured Credit
|
130,427
|
|
|
14,022
|
|
|
—
|
|
|
14,022
|
|
|
(60,215
|
)
|
|
13,846
|
|
|
(46,369
|
)
|
|||||||
Direct Origination
|
47,108
|
|
|
4,797
|
|
|
3,440
|
|
|
8,237
|
|
|
(16,969
|
)
|
|
5,877
|
|
|
(11,092
|
)
|
|||||||
Total Credit
|
291,962
|
|
|
104,360
|
|
|
7,799
|
|
|
112,159
|
|
|
19,343
|
|
|
36,064
|
|
|
55,407
|
|
|||||||
Total Credit, net of profit sharing payable/expense
|
23,938
|
|
|
57,059
|
|
|
3,440
|
|
|
60,499
|
|
|
9,597
|
|
|
6,148
|
|
|
15,745
|
|
|||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fund VIII (2)
|
203,530
|
|
|
745,109
|
|
|
—
|
|
|
745,109
|
|
|
(512,001
|
)
|
|
—
|
|
|
(512,001
|
)
|
|||||||
Fund VII(1)(2)
|
17
|
|
|
43,535
|
|
|
61
|
|
|
43,596
|
|
|
(114,233
|
)
|
|
471
|
|
|
(113,762
|
)
|
|||||||
Fund VI(2)
|
17,649
|
|
|
(12
|
)
|
|
77
|
|
|
65
|
|
|
(90
|
)
|
|
609
|
|
|
519
|
|
|||||||
Fund IV and V (1)
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
|
(161
|
)
|
|
—
|
|
|
(161
|
)
|
|||||||
ANRP I and II(1)(2)
|
203
|
|
|
184
|
|
|
33
|
|
|
217
|
|
|
(21,418
|
)
|
|
260
|
|
|
(21,158
|
)
|
|||||||
Hybrid Value Fund(2)
|
29,189
|
|
|
29,189
|
|
|
—
|
|
|
29,189
|
|
|
29,189
|
|
|
—
|
|
|
29,189
|
|
|||||||
Other(1)(3)
|
7,125
|
|
|
(314
|
)
|
|
3,378
|
|
|
3,064
|
|
|
(114,789
|
)
|
|
3,352
|
|
|
(111,437
|
)
|
|||||||
Total Private Equity
|
257,713
|
|
|
817,634
|
|
|
3,549
|
|
|
821,183
|
|
|
(733,503
|
)
|
|
4,692
|
|
|
(728,811
|
)
|
|||||||
Total Private Equity, net of profit sharing payable/expense
|
140,007
|
|
|
517,910
|
|
|
—
|
|
|
517,910
|
|
|
(458,551
|
)
|
|
(304
|
)
|
|
(458,855
|
)
|
|||||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal Finance(1)
|
88,602
|
|
|
(10,878
|
)
|
|
907
|
|
|
(9,971
|
)
|
|
(126,233
|
)
|
|
35,025
|
|
|
(91,208
|
)
|
|||||||
U.S. RE Fund I and II(1)
|
12,288
|
|
|
(7,532
|
)
|
|
—
|
|
|
(7,532
|
)
|
|
(21,525
|
)
|
|
4,624
|
|
|
(16,901
|
)
|
|||||||
Infrastructure Equity Fund
|
19,237
|
|
|
(514
|
)
|
|
2,022
|
|
|
1,508
|
|
|
1,048
|
|
|
2,022
|
|
|
3,070
|
|
|||||||
Other(1)(3)
|
6,473
|
|
|
4,371
|
|
|
—
|
|
|
4,371
|
|
|
(28,315
|
)
|
|
—
|
|
|
(28,315
|
)
|
|||||||
Total Real Assets
|
126,600
|
|
|
(14,553
|
)
|
|
2,929
|
|
|
(11,624
|
)
|
|
(175,025
|
)
|
|
41,671
|
|
|
(133,354
|
)
|
|||||||
Total Real Assets, net of profit sharing payable/expense
|
41,292
|
|
|
(8,001
|
)
|
|
—
|
|
|
(8,001
|
)
|
|
(103,076
|
)
|
|
—
|
|
|
(103,076
|
)
|
|||||||
Total
|
$
|
676,275
|
|
|
$
|
907,441
|
|
|
$
|
14,277
|
|
|
$
|
921,718
|
|
|
$
|
(889,185
|
)
|
|
$
|
82,427
|
|
|
$
|
(806,758
|
)
|
Total, net of profit sharing payable(4)/expense
|
$
|
205,237
|
|
|
$
|
566,968
|
|
|
$
|
3,440
|
|
|
$
|
570,408
|
|
|
$
|
(552,030
|
)
|
|
$
|
5,844
|
|
|
$
|
(546,186
|
)
|
(1)
|
As of June 30, 2020, certain credit funds, certain private equity funds, and certain real asset funds had $1.0 million, $351.3 million, and $34.5 million, respectively, in general partner obligations to return previously distributed performance fees. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations for certain credit funds, certain private equity funds and certain real assets funds was $9.2 million, $2,953.7 million and $110.5 million, respectively, as of June 30, 2020.
|
(2)
|
As of June 30, 2020, the remaining investments and escrow cash of Fund VIII, Hybrid Value Fund, Fund VII, Fund VI, ANRP I and ANRP II were valued at 113%, 109%, 40%, 34%, 25% and 69% 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 performance fee distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation. As of June 30, 2020, Fund VII had $128.5 million of gross performance fees, or $73.2 million net of profit sharing, in escrow. As of June 30, 2020, Fund VI had $167.6 million of gross performance fees, or $112.4 million net of profit sharing, in escrow. As of June 30, 2020, ANRP I had $40.2 million of gross performance fees, or $26.0 million net of profit sharing, in escrow. As of June 30, 2020, ANRP II had $31.2 million of gross performance fees, or $18.7 million net of profit sharing, in escrow. Realized performance fees currently distributed to the general partner are limited to potential tax distributions and interest on escrow balances per these funds’ partnership agreements. Performance fees receivable as of June 30, 2020 and realized performance fees for the three and six months ended June 30, 2020 include interest earned on escrow balances that is not subject to contingent repayment.
|
(3)
|
Other includes certain SIAs.
|
(4)
|
There was a corresponding profit sharing payable of $471.0 million as of June 30, 2020, including profit sharing payable related to amounts in escrow and contingent consideration obligations of $99.1 million.
|
|
Performance Fees 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(3)
|
|
Maximum Performance Fees Subject to Potential Reversal(4)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate Credit
|
$
|
114.5
|
|
|
$
|
1,187.8
|
|
|
$
|
1,302.3
|
|
|
$
|
1.0
|
|
|
$
|
128.5
|
|
Structured Credit
|
130.4
|
|
|
170.5
|
|
|
300.9
|
|
|
—
|
|
|
130.4
|
|
|||||
Direct Origination
|
47.1
|
|
|
45.4
|
|
|
92.5
|
|
|
—
|
|
|
45.5
|
|
|||||
Total Credit
|
292.0
|
|
|
1,403.7
|
|
|
1,695.7
|
|
|
1.0
|
|
|
304.4
|
|
|||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund VIII
|
203.5
|
|
|
818.6
|
|
|
1,022.1
|
|
|
—
|
|
|
743.9
|
|
|||||
Fund VII
|
—
|
|
|
3,132.0
|
|
|
3,132.0
|
|
|
211.9
|
|
|
188.7
|
|
|||||
Fund VI
|
17.7
|
|
|
1,663.9
|
|
|
1,681.6
|
|
|
—
|
|
|
0.7
|
|
|||||
Fund IV and V
|
—
|
|
|
2,053.1
|
|
|
2,053.1
|
|
|
30.7
|
|
|
0.3
|
|
|||||
ANRP I and II
|
0.2
|
|
|
104.6
|
|
|
104.8
|
|
|
32.0
|
|
|
—
|
|
|||||
Hybrid Value Fund
|
29.2
|
|
|
—
|
|
|
29.2
|
|
|
—
|
|
|
29.2
|
|
|||||
Other
|
7.1
|
|
|
730.6
|
|
|
737.7
|
|
|
76.7
|
|
|
45.4
|
|
|||||
Total Private Equity
|
257.7
|
|
|
8,502.8
|
|
|
8,760.5
|
|
|
351.3
|
|
|
1,008.2
|
|
|||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal Finance
|
88.6
|
|
|
407.3
|
|
|
495.9
|
|
|
15.8
|
|
|
248.2
|
|
|||||
U.S. RE Fund I and II
|
12.3
|
|
|
32.4
|
|
|
44.7
|
|
|
11.1
|
|
|
27.0
|
|
|||||
Infrastructure Equity Fund
|
19.2
|
|
|
2.1
|
|
|
21.3
|
|
|
—
|
|
|
20.2
|
|
|||||
Other(5)
|
6.5
|
|
|
36.6
|
|
|
43.1
|
|
|
7.6
|
|
|
14.7
|
|
|||||
Total Real Assets
|
126.6
|
|
|
478.4
|
|
|
605.0
|
|
|
34.5
|
|
|
310.1
|
|
|||||
Total
|
$
|
676.3
|
|
|
$
|
10,384.9
|
|
|
$
|
11,061.2
|
|
|
$
|
386.8
|
|
|
$
|
1,622.7
|
|
(1)
|
Certain funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.12 as of June 30, 2020. Certain funds are denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.24 as of June 30, 2020.
|
(2)
|
Amounts in “Distributed by Fund and Recognized” for the Citi Property Investors (“CPI”), Gulf Stream Asset Management, LLC (“Gulf Stream”), Stone Tower Capital LLC and its related companies (“Stone Tower”) funds and SIAs are presented for activity subsequent to the respective acquisition dates. Amounts exclude certain performance fees from business development companies and Redding Ridge Holdings LP (“Redding Ridge Holdings”), an affiliate of Redding Ridge.
|
(3)
|
Amounts were computed based on the fair value of fund investments on June 30, 2020. Performance fees have been allocated to and recognized by the general partner. Based on the amount allocated, a portion is subject to potential reversal or, to the extent applicable, has been reduced by the general partner obligation to return previously distributed performance fees at June 30, 2020. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund.
|
(4)
|
Represents the amount of performance fees that would be reversed if remaining fund investments became worthless on June 30, 2020. Amounts subject to potential reversal of performance fees include amounts undistributed by a fund (i.e., the performance fees receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes and not subject to a general partner obligation to return previously distributed performance fees, except for those funds that are gross of taxes as defined in the respective funds’ governing documents.
|
(5)
|
Other includes certain SIAs.
|
|
For the Three Months Ended
June 30, |
|
Amount
Change |
|
Percentage
Change |
|
For the Six Months Ended June 30,
|
|
Amount
Change |
|
Percentage
Change |
||||||||||||||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
||||||||||||||||||||
Revenues:
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Management fees
|
$
|
409,953
|
|
|
$
|
388,215
|
|
|
$
|
21,738
|
|
|
5.6
|
%
|
|
$
|
806,557
|
|
|
$
|
768,241
|
|
|
$
|
38,316
|
|
|
5.0
|
%
|
Advisory and transaction fees, net
|
61,957
|
|
|
31,124
|
|
|
30,833
|
|
|
99.1
|
|
|
98,920
|
|
|
50,693
|
|
|
48,227
|
|
|
95.1
|
|
||||||
Investment income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Performance allocations
|
924,599
|
|
|
176,862
|
|
|
747,737
|
|
|
422.8
|
|
|
(809,724
|
)
|
|
428,359
|
|
|
(1,238,083
|
)
|
|
NM
|
|
||||||
Principal investment income (loss)
|
111,621
|
|
|
39,602
|
|
|
72,019
|
|
|
181.9
|
|
|
(76,228
|
)
|
|
65,627
|
|
|
(141,855
|
)
|
|
NM
|
|
||||||
Total investment income (loss)
|
1,036,220
|
|
|
216,464
|
|
|
819,756
|
|
|
378.7
|
|
|
(885,952
|
)
|
|
493,986
|
|
|
(1,379,938
|
)
|
|
NM
|
|
||||||
Incentive fees
|
205
|
|
|
776
|
|
|
(571
|
)
|
|
(73.6
|
)
|
|
19,724
|
|
|
1,436
|
|
|
18,288
|
|
|
NM
|
|
||||||
Total Revenues
|
1,508,335
|
|
|
636,579
|
|
|
871,756
|
|
|
136.9
|
|
|
39,249
|
|
|
1,314,356
|
|
|
(1,275,107
|
)
|
|
(97.0
|
)
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Salary, bonus and benefits
|
151,019
|
|
|
123,669
|
|
|
27,350
|
|
|
22.1
|
|
|
290,288
|
|
|
242,832
|
|
|
47,456
|
|
|
19.5
|
|
||||||
Equity-based compensation
|
59,420
|
|
|
44,662
|
|
|
14,758
|
|
|
33.0
|
|
|
111,542
|
|
|
89,739
|
|
|
21,803
|
|
|
24.3
|
|
||||||
Profit sharing expense
|
375,959
|
|
|
68,278
|
|
|
307,681
|
|
|
450.6
|
|
|
(260,039
|
)
|
|
191,725
|
|
|
(451,764
|
)
|
|
NM
|
|
||||||
Total compensation and benefits
|
586,398
|
|
|
236,609
|
|
|
349,789
|
|
|
147.8
|
|
|
141,791
|
|
|
524,296
|
|
|
(382,505
|
)
|
|
(73.0
|
)
|
||||||
Interest expense
|
32,291
|
|
|
23,302
|
|
|
8,989
|
|
|
38.6
|
|
|
63,533
|
|
|
42,410
|
|
|
21,123
|
|
|
49.8
|
|
||||||
General, administrative and other
|
83,729
|
|
|
81,839
|
|
|
1,890
|
|
|
2.3
|
|
|
168,251
|
|
|
153,501
|
|
|
14,750
|
|
|
9.6
|
|
||||||
Placement fees
|
359
|
|
|
775
|
|
|
(416
|
)
|
|
(53.7
|
)
|
|
768
|
|
|
335
|
|
|
433
|
|
|
129.3
|
|
||||||
Total Expenses
|
702,777
|
|
|
342,525
|
|
|
360,252
|
|
|
105.2
|
|
|
374,343
|
|
|
720,542
|
|
|
(346,199
|
)
|
|
(48.0
|
)
|
||||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net gains (losses) from investment activities
|
268,667
|
|
|
45,060
|
|
|
223,607
|
|
|
496.2
|
|
|
(995,884
|
)
|
|
63,889
|
|
|
(1,059,773
|
)
|
|
NM
|
|
||||||
Net gains (losses) from investment activities of consolidated variable interest entities
|
57,862
|
|
|
4,631
|
|
|
53,231
|
|
|
NM
|
|
|
(108,058
|
)
|
|
14,097
|
|
|
(122,155
|
)
|
|
NM
|
|
||||||
Interest income
|
3,994
|
|
|
8,710
|
|
|
(4,716
|
)
|
|
(54.1
|
)
|
|
11,928
|
|
|
15,786
|
|
|
(3,858
|
)
|
|
(24.4
|
)
|
||||||
Other income (loss), net
|
3,327
|
|
|
6,603
|
|
|
(3,276
|
)
|
|
(49.6
|
)
|
|
(13,180
|
)
|
|
6,693
|
|
|
(19,873
|
)
|
|
NM
|
|
||||||
Total Other Income (Loss)
|
333,850
|
|
|
65,004
|
|
|
268,846
|
|
|
413.6
|
|
|
(1,105,194
|
)
|
|
100,465
|
|
|
(1,205,659
|
)
|
|
NM
|
|
||||||
Income (Loss) before income tax (provision) benefit
|
1,139,408
|
|
|
359,058
|
|
|
780,350
|
|
|
217.3
|
|
|
(1,440,288
|
)
|
|
694,279
|
|
|
(2,134,567
|
)
|
|
NM
|
|
||||||
Income tax (provision) benefit
|
(140,323
|
)
|
|
(16,897
|
)
|
|
(123,426
|
)
|
|
NM
|
|
|
155,530
|
|
|
(36,551
|
)
|
|
192,081
|
|
|
NM
|
|
||||||
Net Income (Loss)
|
999,085
|
|
|
342,161
|
|
|
656,924
|
|
|
192.0
|
|
|
(1,284,758
|
)
|
|
657,728
|
|
|
(1,942,486
|
)
|
|
NM
|
|
||||||
Net income (loss) attributable to Non-Controlling Interests
|
(552,756
|
)
|
|
(177,338
|
)
|
|
(375,418
|
)
|
|
211.7
|
|
|
734,869
|
|
|
(343,848
|
)
|
|
1,078,717
|
|
|
NM
|
|
||||||
Net Income (Loss) Attributable to Apollo Global Management, Inc.
|
446,329
|
|
|
164,823
|
|
|
281,506
|
|
|
170.8
|
|
|
(549,889
|
)
|
|
313,880
|
|
|
(863,769
|
)
|
|
NM
|
|
||||||
Series A Preferred Stock Dividends
|
(4,383
|
)
|
|
(4,383
|
)
|
|
—
|
|
|
—
|
|
|
(8,766
|
)
|
|
(8,766
|
)
|
|
—
|
|
|
—
|
|
||||||
Series B Preferred Stock Dividends
|
(4,782
|
)
|
|
(4,781
|
)
|
|
(1
|
)
|
|
—
|
|
|
(9,563
|
)
|
|
(9,562
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
Net Income (Loss) Attributable to AGM Class A Shareholders
|
$
|
437,164
|
|
|
$
|
155,659
|
|
|
$
|
281,505
|
|
|
180.8
|
%
|
|
$
|
(568,218
|
)
|
|
$
|
295,552
|
|
|
$
|
(863,770
|
)
|
|
NM
|
|
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 June 30,
|
|
Total Change
|
|
Percentage Change
|
|
For the Six Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
||||||||||||||||||
|
2020
|
|
2019
|
|
|
|
2020
|
|
2019
|
|
|
||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees
|
$
|
224,721
|
|
|
$
|
190,275
|
|
|
$
|
34,446
|
|
|
18.1
|
%
|
|
$
|
432,950
|
|
|
$
|
373,017
|
|
|
$
|
59,933
|
|
|
16.1
|
%
|
Advisory and transaction fees, net
|
13,756
|
|
|
5,510
|
|
|
8,246
|
|
|
149.7
|
|
|
29,023
|
|
|
8,358
|
|
|
20,665
|
|
|
247.2
|
|
||||||
Performance fees(1)
|
3,440
|
|
|
9,261
|
|
|
(5,821
|
)
|
|
(62.9
|
)
|
|
5,844
|
|
|
9,922
|
|
|
(4,078
|
)
|
|
(41.1
|
)
|
||||||
Fee Related Revenues
|
241,917
|
|
|
205,046
|
|
|
36,871
|
|
|
18.0
|
|
|
467,817
|
|
|
391,297
|
|
|
76,520
|
|
|
19.6
|
|
||||||
Salary, bonus and benefits
|
(52,806
|
)
|
|
(50,465
|
)
|
|
(2,341
|
)
|
|
4.6
|
|
|
(109,814
|
)
|
|
(94,769
|
)
|
|
(15,045
|
)
|
|
15.9
|
|
||||||
General, administrative and other
|
(37,251
|
)
|
|
(31,647
|
)
|
|
(5,604
|
)
|
|
17.7
|
|
|
(72,624
|
)
|
|
(59,143
|
)
|
|
(13,481
|
)
|
|
22.8
|
|
||||||
Placement fees
|
(358
|
)
|
|
(157
|
)
|
|
(201
|
)
|
|
128.0
|
|
|
(664
|
)
|
|
148
|
|
|
(812
|
)
|
|
NM
|
|
||||||
Fee Related Expenses
|
(90,415
|
)
|
|
(82,269
|
)
|
|
(8,146
|
)
|
|
9.9
|
|
|
(183,102
|
)
|
|
(153,764
|
)
|
|
(29,338
|
)
|
|
19.1
|
|
||||||
Other income (loss), net of Non-Controlling Interest
|
(724
|
)
|
|
1,968
|
|
|
(2,692
|
)
|
|
NM
|
|
|
(1,387
|
)
|
|
1,564
|
|
|
(2,951
|
)
|
|
NM
|
|
||||||
Fee Related Earnings
|
150,778
|
|
|
124,745
|
|
|
26,033
|
|
|
20.9
|
|
|
283,328
|
|
|
239,097
|
|
|
44,231
|
|
|
18.5
|
|
||||||
Realized performance fees
|
4,359
|
|
|
18,030
|
|
|
(13,671
|
)
|
|
(75.8
|
)
|
|
30,220
|
|
|
21,357
|
|
|
8,863
|
|
|
41.5
|
|
||||||
Realized profit sharing expense
|
(4,359
|
)
|
|
(7,877
|
)
|
|
3,518
|
|
|
(44.7
|
)
|
|
(29,916
|
)
|
|
(11,395
|
)
|
|
(18,521
|
)
|
|
162.5
|
|
||||||
Net Realized Performance Fees
|
—
|
|
|
10,153
|
|
|
(10,153
|
)
|
|
(100.0
|
)
|
|
304
|
|
|
9,962
|
|
|
(9,658
|
)
|
|
(96.9
|
)
|
||||||
Realized principal investment income, net (2)
|
1,810
|
|
|
7,909
|
|
|
(6,099
|
)
|
|
(77.1
|
)
|
|
3,184
|
|
|
10,958
|
|
|
(7,774
|
)
|
|
(70.9
|
)
|
||||||
Net interest loss and other
|
(11,857
|
)
|
|
(4,656
|
)
|
|
(7,201
|
)
|
|
154.7
|
|
|
(28,971
|
)
|
|
(9,042
|
)
|
|
(19,929
|
)
|
|
220.4
|
|
||||||
Segment Distributable Earnings
|
$
|
140,731
|
|
|
$
|
138,151
|
|
|
$
|
2,580
|
|
|
1.9
|
%
|
|
$
|
257,845
|
|
|
$
|
250,975
|
|
|
$
|
6,870
|
|
|
2.7
|
%
|
(1)
|
Represents certain performance fees related to business development companies and Redding Ridge Holdings, and MidCap.
|
(2)
|
Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.
|
|
For the Three Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
|
For the Six Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
||||||||||||||||||
|
2020
|
|
2019
|
|
|
|
2020
|
|
2019
|
|
|
||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees
|
$
|
127,592
|
|
|
$
|
129,638
|
|
|
$
|
(2,046
|
)
|
|
(1.6
|
)%
|
|
$
|
252,860
|
|
|
$
|
260,134
|
|
|
$
|
(7,274
|
)
|
|
(2.8
|
)%
|
Advisory and transaction fees, net
|
44,802
|
|
|
20,257
|
|
|
24,545
|
|
|
121.2
|
|
|
65,145
|
|
|
36,393
|
|
|
28,752
|
|
|
79.0
|
|
||||||
Fee Related Revenues
|
172,394
|
|
|
149,895
|
|
|
22,499
|
|
|
15.0
|
|
|
318,005
|
|
|
296,527
|
|
|
21,478
|
|
|
7.2
|
|
||||||
Salary, bonus and benefits
|
(53,202
|
)
|
|
(40,267
|
)
|
|
(12,935
|
)
|
|
32.1
|
|
|
(95,682
|
)
|
|
(83,500
|
)
|
|
(12,182
|
)
|
|
14.6
|
|
||||||
General, administrative and other
|
(21,770
|
)
|
|
(22,962
|
)
|
|
1,192
|
|
|
(5.2
|
)
|
|
(43,764
|
)
|
|
(48,824
|
)
|
|
5,060
|
|
|
(10.4
|
)
|
||||||
Placement fees
|
—
|
|
|
(618
|
)
|
|
618
|
|
|
(100.0
|
)
|
|
(107
|
)
|
|
(483
|
)
|
|
376
|
|
|
(77.8
|
)
|
||||||
Fee Related Expenses
|
(74,972
|
)
|
|
(63,847
|
)
|
|
(11,125
|
)
|
|
17.4
|
|
|
(139,553
|
)
|
|
(132,807
|
)
|
|
(6,746
|
)
|
|
5.1
|
|
||||||
Other income, net
|
2
|
|
|
3,963
|
|
|
(3,961
|
)
|
|
(99.9
|
)
|
|
25
|
|
|
4,159
|
|
|
(4,134
|
)
|
|
(99.4
|
)
|
||||||
Fee Related Earnings
|
97,424
|
|
|
90,011
|
|
|
7,413
|
|
|
8.2
|
|
|
178,477
|
|
|
167,879
|
|
|
10,598
|
|
|
6.3
|
|
||||||
Realized performance fees
|
3,549
|
|
|
12,231
|
|
|
(8,682
|
)
|
|
(71.0
|
)
|
|
4,692
|
|
|
72,687
|
|
|
(67,995
|
)
|
|
(93.5
|
)
|
||||||
Realized profit sharing expense
|
(3,549
|
)
|
|
(4,089
|
)
|
|
540
|
|
|
(13.2
|
)
|
|
(4,996
|
)
|
|
(41,816
|
)
|
|
36,820
|
|
|
(88.1
|
)
|
||||||
Net Realized Performance Fees
|
—
|
|
|
8,142
|
|
|
(8,142
|
)
|
|
(100.0
|
)
|
|
(304
|
)
|
|
30,871
|
|
|
(31,175
|
)
|
|
NM
|
|
||||||
Realized principal investment income
|
3,404
|
|
|
1,877
|
|
|
1,527
|
|
|
81.4
|
|
|
3,946
|
|
|
9,965
|
|
|
(6,019
|
)
|
|
(60.4
|
)
|
||||||
Net interest loss and other
|
(11,686
|
)
|
|
(7,650
|
)
|
|
(4,036
|
)
|
|
52.8
|
|
|
(27,360
|
)
|
|
(13,783
|
)
|
|
(13,577
|
)
|
|
98.5
|
|
||||||
Segment Distributable Earnings
|
$
|
89,142
|
|
|
$
|
92,380
|
|
|
$
|
(3,238
|
)
|
|
(3.5
|
)%
|
|
$
|
154,759
|
|
|
$
|
194,932
|
|
|
$
|
(40,173
|
)
|
|
(20.6
|
)%
|
|
For the Three Months Ended June 30,
|
|
Total Change
|
|
Percentage Change
|
|
For the Six Months Ended June 30,
|
Total Change
|
|
Percentage Change
|
|||||||||||||||||||
|
2020
|
|
2019
|
|
|
|
2020
|
|
2019
|
|
|
||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees
|
$
|
49,509
|
|
|
$
|
46,398
|
|
|
$
|
3,111
|
|
|
6.7
|
%
|
|
$
|
98,380
|
|
|
$
|
91,783
|
|
|
$
|
6,597
|
|
|
7.2
|
%
|
Advisory and transaction fees, net
|
3,191
|
|
|
5,295
|
|
|
(2,104
|
)
|
|
(39.7
|
)%
|
|
4,313
|
|
|
5,371
|
|
|
(1,058
|
)
|
|
(19.7
|
)
|
||||||
Fee Related Revenues
|
52,700
|
|
|
51,693
|
|
|
1,007
|
|
|
1.9
|
%
|
|
102,693
|
|
|
97,154
|
|
|
5,539
|
|
|
5.7
|
|
||||||
Salary, bonus and benefits
|
(28,991
|
)
|
|
(19,537
|
)
|
|
(9,454
|
)
|
|
48.4
|
%
|
|
(53,524
|
)
|
|
(37,725
|
)
|
|
(15,799
|
)
|
|
41.9
|
|
||||||
General, administrative and other
|
(12,782
|
)
|
|
(8,547
|
)
|
|
(4,235
|
)
|
|
49.5
|
%
|
|
(23,768
|
)
|
|
(18,222
|
)
|
|
(5,546
|
)
|
|
30.4
|
|
||||||
Placement fees
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
||||||
Fee Related Expenses
|
(41,773
|
)
|
|
(28,084
|
)
|
|
(13,689
|
)
|
|
48.7
|
%
|
|
(77,292
|
)
|
|
(55,947
|
)
|
|
(21,345
|
)
|
|
38.2
|
|
||||||
Other income, net of Non-Controlling Interest
|
116
|
|
|
156
|
|
|
(40
|
)
|
|
(25.6
|
)%
|
|
95
|
|
|
94
|
|
|
1
|
|
|
1.1
|
|
||||||
Fee Related Earnings
|
11,043
|
|
|
23,765
|
|
|
(12,722
|
)
|
|
(53.5
|
)%
|
|
25,496
|
|
|
41,301
|
|
|
(15,805
|
)
|
|
(38.3
|
)
|
||||||
Realized performance fees
|
2,929
|
|
|
3,074
|
|
|
(145
|
)
|
|
(4.7
|
)%
|
|
41,671
|
|
|
3,080
|
|
|
38,591
|
|
|
NM
|
|
||||||
Realized profit sharing expense
|
(2,929
|
)
|
|
(1,340
|
)
|
|
(1,589
|
)
|
|
118.6
|
%
|
|
(41,671
|
)
|
|
(1,234
|
)
|
|
(40,437
|
)
|
|
NM
|
|
||||||
Net Realized Performance Fees
|
—
|
|
|
1,734
|
|
|
(1,734
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
1,846
|
|
|
(1,846
|
)
|
|
(100.0
|
)
|
||||||
Realized principal investment income
|
5
|
|
|
1,495
|
|
|
(1,490
|
)
|
|
(99.7
|
)%
|
|
3,672
|
|
|
1,794
|
|
|
1,878
|
|
|
104.7
|
|
||||||
Net interest loss and other
|
(5,507
|
)
|
|
(2,708
|
)
|
|
(2,799
|
)
|
|
103.4
|
%
|
|
(9,853
|
)
|
|
(4,881
|
)
|
|
(4,972
|
)
|
|
101.9
|
|
||||||
Segment Distributable Earnings
|
$
|
5,541
|
|
|
$
|
24,286
|
|
|
$
|
(18,745
|
)
|
|
(77.2
|
)%
|
|
$
|
19,315
|
|
|
$
|
40,060
|
|
|
$
|
(20,745
|
)
|
|
(51.8
|
)%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Segment Distributable Earnings
|
$
|
235,414
|
|
|
$
|
254,817
|
|
|
$
|
431,919
|
|
|
$
|
485,967
|
|
Taxes and related payables
|
(21,040
|
)
|
|
(14,878
|
)
|
|
(43,233
|
)
|
|
(29,514
|
)
|
||||
Preferred dividends
|
(9,165
|
)
|
|
(9,164
|
)
|
|
(18,329
|
)
|
|
(18,328
|
)
|
||||
Distributable Earnings
|
205,209
|
|
|
230,775
|
|
|
370,357
|
|
|
438,125
|
|
||||
Add back: Tax and related payables attributable to common and equivalents
|
17,776
|
|
|
12,777
|
|
|
37,020
|
|
|
25,252
|
|
||||
Distributable Earnings before certain payables(1)
|
222,985
|
|
|
243,552
|
|
|
407,377
|
|
|
463,377
|
|
||||
Percent to common and equivalents
|
54
|
%
|
|
51
|
%
|
|
54
|
%
|
|
51
|
%
|
||||
Distributable Earnings before other payables attributable to common and equivalents
|
120,412
|
|
|
124,212
|
|
|
219,984
|
|
|
236,322
|
|
||||
Less: Taxes and related payables attributable to common and equivalents
|
(17,776
|
)
|
|
(12,777
|
)
|
|
(37,020
|
)
|
|
(25,252
|
)
|
||||
Distributable Earnings attributable to common and equivalents(2)
|
$
|
102,636
|
|
|
$
|
111,435
|
|
|
$
|
182,964
|
|
|
$
|
211,070
|
|
Distributable Earnings per share(3)
|
$
|
0.46
|
|
|
$
|
0.56
|
|
|
$
|
0.83
|
|
|
$
|
1.06
|
|
(Retained) contributed capital per share(3)
|
0.03
|
|
|
(0.06
|
)
|
|
0.08
|
|
|
(0.10
|
)
|
||||
Net dividend per share(3)
|
$
|
0.49
|
|
|
$
|
0.50
|
|
|
$
|
0.91
|
|
|
$
|
0.96
|
|
(1)
|
Distributable Earnings before certain payables represents Distributable Earnings before the deduction for the estimated current corporate taxes and the amounts payable under Apollo’s tax receivable agreement.
|
(2)
|
“Common and equivalents” consists of total shares of Class A Common Stock outstanding and RSUs that participate in dividends.
|
(3)
|
Per share calculations are based on end of period Distributable Earnings Shares Outstanding, which consists of total shares of Class A Common Stock outstanding, AOG Units that participate in dividends and RSUs that participate in dividends.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(in thousands)
|
||||||||||||||
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders
|
$
|
437,164
|
|
|
$
|
155,659
|
|
|
$
|
(568,218
|
)
|
|
$
|
295,552
|
|
Preferred dividends
|
9,165
|
|
|
9,164
|
|
|
18,329
|
|
|
18,328
|
|
||||
Net income (loss) attributable to Non-Controlling Interests in consolidated entities
|
41,068
|
|
|
5,143
|
|
|
(123,341
|
)
|
|
13,805
|
|
||||
Net income (loss) attributable to Non-Controlling Interests in the Apollo Operating Group
|
511,688
|
|
|
172,195
|
|
|
(611,528
|
)
|
|
330,043
|
|
||||
Net Income (Loss)
|
$
|
999,085
|
|
|
$
|
342,161
|
|
|
$
|
(1,284,758
|
)
|
|
$
|
657,728
|
|
Income tax provision (benefit)
|
140,323
|
|
|
16,897
|
|
|
(155,530
|
)
|
|
36,551
|
|
||||
Income Before Income Tax Provision (Benefit)
|
$
|
1,139,408
|
|
|
$
|
359,058
|
|
|
$
|
(1,440,288
|
)
|
|
$
|
694,279
|
|
Transaction-related charges(1)
|
32,110
|
|
|
18,135
|
|
|
10,711
|
|
|
23,598
|
|
||||
Charges associated with corporate conversion(2)
|
—
|
|
|
10,006
|
|
|
1,064
|
|
|
10,006
|
|
||||
Net income (loss) attributable to Non-Controlling Interests in consolidated entities
|
(41,068
|
)
|
|
(5,143
|
)
|
|
123,341
|
|
|
(13,805
|
)
|
||||
Unrealized performance fees
|
(907,656
|
)
|
|
(129,679
|
)
|
|
892,525
|
|
|
(314,062
|
)
|
||||
Unrealized profit sharing expense
|
340,687
|
|
|
40,799
|
|
|
(340,496
|
)
|
|
116,561
|
|
||||
Equity-based profit sharing expense and other(3)
|
38,463
|
|
|
20,675
|
|
|
72,951
|
|
|
41,637
|
|
||||
Equity-based compensation
|
17,747
|
|
|
18,237
|
|
|
31,817
|
|
|
36,660
|
|
||||
Unrealized principal investment (income) loss
|
(107,110
|
)
|
|
(31,893
|
)
|
|
94,460
|
|
|
(44,221
|
)
|
||||
Unrealized net (gains) losses from investment activities and other
|
(277,167
|
)
|
|
(45,378
|
)
|
|
985,834
|
|
|
(64,686
|
)
|
||||
Segment Distributable Earnings(4)
|
$
|
235,414
|
|
|
$
|
254,817
|
|
|
$
|
431,919
|
|
|
$
|
485,967
|
|
Taxes and related payables
|
(21,040
|
)
|
|
(14,878
|
)
|
|
(43,233
|
)
|
|
(29,514
|
)
|
||||
Preferred dividends
|
(9,165
|
)
|
|
(9,164
|
)
|
|
(18,329
|
)
|
|
(18,328
|
)
|
||||
Distributable Earnings
|
$
|
205,209
|
|
|
$
|
230,775
|
|
|
$
|
370,357
|
|
|
$
|
438,125
|
|
Preferred dividends
|
9,165
|
|
|
9,164
|
|
|
18,329
|
|
|
18,328
|
|
||||
Taxes and related payables
|
21,040
|
|
|
14,878
|
|
|
43,233
|
|
|
29,514
|
|
||||
Realized performance fees
|
(10,837
|
)
|
|
(33,335
|
)
|
|
(76,583
|
)
|
|
(97,124
|
)
|
||||
Realized profit sharing expense
|
10,837
|
|
|
13,306
|
|
|
76,583
|
|
|
54,445
|
|
||||
Realized principal investment income, net
|
(5,219
|
)
|
|
(11,281
|
)
|
|
(10,802
|
)
|
|
(22,717
|
)
|
||||
Net interest loss and other
|
29,050
|
|
|
15,014
|
|
|
66,184
|
|
|
27,706
|
|
||||
Fee Related Earnings
|
$
|
259,245
|
|
|
$
|
238,521
|
|
|
$
|
487,301
|
|
|
$
|
448,277
|
|
Depreciation, amortization and other, net
|
2,712
|
|
|
2,733
|
|
|
5,823
|
|
|
5,312
|
|
||||
Fee Related EBITDA
|
$
|
261,957
|
|
|
$
|
241,254
|
|
|
$
|
493,124
|
|
|
$
|
453,589
|
|
Realized performance fees
|
10,837
|
|
|
33,335
|
|
|
76,583
|
|
|
97,124
|
|
||||
Realized profit sharing expense
|
(10,837
|
)
|
|
(13,306
|
)
|
|
(76,583
|
)
|
|
(54,445
|
)
|
||||
Fee Related EBITDA + 100% of Net Realized Performance Fees
|
$
|
261,957
|
|
|
$
|
261,283
|
|
|
$
|
493,124
|
|
|
$
|
496,268
|
|
(1)
|
Transaction-related charges include contingent consideration, equity-based compensation charges and the amortization of intangible assets and certain other charges associated with acquisitions, and restructuring charges.
|
(2)
|
Represents expenses incurred in relation to the Conversion, as described in note 1 to the condensed consolidated financial statements.
|
(3)
|
Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards in unconsolidated related parties granted to employees of Apollo.
|
(4)
|
See note 17 to the condensed consolidated financial statements for more details regarding Segment Distributable Earnings for the combined segments.
|
|
As of
June 30, 2020 |
|
As of
June 30, 2019 |
|
As of
December 31, 2019 |
|||
Total Class A Common Stock Outstanding
|
229,189,715
|
|
|
200,435,587
|
|
|
222,994,407
|
|
Non-GAAP Adjustments:
|
|
|
|
|
|
|||
Participating Apollo Operating Group Units
|
204,028,327
|
|
|
202,245,561
|
|
|
180,111,308
|
|
Vested RSUs
|
195,499
|
|
|
269,726
|
|
|
2,349,618
|
|
Unvested RSUs Eligible for Dividend Equivalents
|
8,128,861
|
|
|
8,832,203
|
|
|
6,610,369
|
|
Distributable Earnings Shares Outstanding
|
441,542,402
|
|
|
411,783,077
|
|
|
412,065,702
|
|
|
For the Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
(in thousands)
|
||||||
Operating Activities
|
$
|
937,374
|
|
|
$
|
450,610
|
|
Investing Activities
|
(774,930
|
)
|
|
(398,247
|
)
|
||
Financing Activities
|
(90,791
|
)
|
|
315,223
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities
|
$
|
71,653
|
|
|
$
|
367,586
|
|
•
|
During the six months ended June 30, 2020 and 2019, cash provided by operating activities primarily includes cash inflows from the receipt of management fees, advisory and transaction fees, realized performance revenues, and realized principal investment income, offset by cash outflows for compensation, general, administrative,
|
•
|
During the six months ended June 30, 2020 and 2019, cash used by investing activities primarily reflects purchases of U.S. Treasury securities and other investments and net contributions to equity method investments, offset partially by proceeds from maturities of U.S. Treasury securities.
|
•
|
During the six months ended June 30, 2020, cash used in financing activities primarily reflects dividends to Class A Common Stockholders, distributions to Non-Controlling interest holders, and repurchases of Class A Common Stock, partially offset by proceeds from the issuance of the 2030 Senior Notes. Net cash used in financing activities also reflects the financing activity of our consolidated funds and VIEs, which primarily include cash inflows from the issuance of debt offset by cash outflows for the principal repayment of debt.
|
•
|
During the six months ended June 30, 2019, cash provided by financing activities primarily reflects proceeds from the issuance of the 2029 Senior Notes and 2039 Senior Secured Guaranteed Notes, partially offset by distributions to Class A shareholders and Non-Controlling interest holders.
|
•
|
relative liquidity and change in liquidity profile of an asset class compared to underlying assets in an observable benchmark;
|
•
|
specific contractual terms such as LIBOR floor, covenants or extension features;
|
•
|
portfolio company specific business strength or weakness as it relates to COVID-19;
|
•
|
portfolio company’s liquidity profile;
|
•
|
expected maturity of debt instruments, which could be different than the contractual maturity;
|
•
|
requested or granted amendments or deferrals;
|
•
|
and expected recovery and timing of recovery for distressed debt instruments.
|
•
|
relative liquidity and change in liquidity profile of the portfolio company;
|
•
|
portfolio company-specific business strength or weakness as it relates to COVID-19.
|
•
|
property type specific considerations of potential disruption e.g., higher impact on hospitality or retail than residential;
|
•
|
individual property specific considerations: region and sub-market, tenant profile and liquidity profile;
|
•
|
requested or granted amendments or deferrals;
|
•
|
expected maturity of debt instruments; for example, debt maturing in near term are priced utilizing extensions assuming borrowers may not re-finance in the current market environment; and
|
•
|
loans evaluated for possible impairment.
|
|
Remaining 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating lease obligations(1)
|
$
|
11,671
|
|
|
$
|
40,653
|
|
|
$
|
47,767
|
|
|
$
|
49,405
|
|
|
$
|
47,020
|
|
|
$
|
466,914
|
|
|
$
|
663,430
|
|
Other long-term obligations(2)
|
13,140
|
|
|
4,613
|
|
|
1,908
|
|
|
674
|
|
|
674
|
|
|
—
|
|
|
21,009
|
|
|||||||
2018 AMH Credit Facility(3)
|
338
|
|
|
675
|
|
|
675
|
|
|
358
|
|
|
—
|
|
|
—
|
|
|
2,046
|
|
|||||||
2024 Senior Notes(3)
|
10,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
508,333
|
|
|
—
|
|
|
578,333
|
|
|||||||
2026 Senior Notes(3)
|
11,000
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
530,983
|
|
|
629,983
|
|
|||||||
2029 Senior Notes(3)
|
16,443
|
|
|
32,886
|
|
|
32,886
|
|
|
32,886
|
|
|
32,886
|
|
|
810,818
|
|
|
958,805
|
|
|||||||
2030 Senior Notes(3)
|
6,625
|
|
|
13,250
|
|
|
13,250
|
|
|
13,250
|
|
|
13,250
|
|
|
571,912
|
|
|
631,537
|
|
|||||||
2039 Senior Secured Guaranteed Notes(3)(4)
|
7,751
|
|
|
15,503
|
|
|
15,503
|
|
|
15,503
|
|
|
15,503
|
|
|
395,063
|
|
|
464,826
|
|
|||||||
2048 Senior Notes(3)
|
7,500
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
648,750
|
|
|
716,250
|
|
|||||||
2050 Subordinated Notes(3)
|
7,425
|
|
|
14,850
|
|
|
14,850
|
|
|
14,850
|
|
|
14,850
|
|
|
671,844
|
|
|
738,669
|
|
|||||||
Secured Borrowing I
|
165
|
|
|
330
|
|
|
330
|
|
|
330
|
|
|
330
|
|
|
19,951
|
|
|
21,436
|
|
|||||||
Secured Borrowing II
|
162
|
|
|
325
|
|
|
325
|
|
|
325
|
|
|
325
|
|
|
21,463
|
|
|
22,925
|
|
|||||||
2016 AMI Term Facility I
|
123
|
|
|
246
|
|
|
246
|
|
|
246
|
|
|
246
|
|
|
18,960
|
|
|
20,067
|
|
|||||||
2016 AMI Term Facility II
|
128
|
|
|
256
|
|
|
256
|
|
|
18,463
|
|
|
—
|
|
|
—
|
|
|
19,103
|
|
|||||||
Obligations
|
$
|
92,471
|
|
|
$
|
180,587
|
|
|
$
|
184,996
|
|
|
$
|
203,290
|
|
|
$
|
670,417
|
|
|
$
|
4,156,658
|
|
|
$
|
5,488,419
|
|
(1)
|
Operating lease obligations excludes $134.1 million of other operating expenses associated with operating leases.
|
(2)
|
Includes (i) payments on management service agreements related to certain assets and (ii) payments with respect to certain consulting agreements entered into by the Company. Note that a significant portion of these costs are reimbursable by funds.
|
(3)
|
See note 11 of the condensed consolidated financial statements for further discussion of these debt obligations.
|
(4)
|
Payments based on anticipated repayment date of July 2029.
|
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 AGM Inc. and its subsidiaries from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.
|
(ii)
|
Debt amounts related to the consolidated VIEs are not presented in the table above as the Company is not a guarantor of these non-recourse liabilities.
|
(iii)
|
In connection with the Stone Tower acquisition, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future performance fees earned from certain of the Stone Tower funds, CLOs and strategic investment accounts. This contingent consideration liability is remeasured to fair value at each reporting period until the obligations are satisfied. See note 16 to the condensed consolidated financial statements for further information regarding the contingent consideration liability.
|
(iv)
|
Commitments from certain of our subsidiaries to contribute to the funds we manage and certain related parties.
|
Fund
|
Apollo and Related Party Commitments
|
|
% of Total Fund Commitments
|
|
Apollo Only (Excluding Related Party) Commitments
|
|
Apollo Only (Excluding Related Party) % of Total Fund Commitments
|
|
Apollo and Related Party Remaining Commitments
|
|
Apollo Only (Excluding Related Party) Remaining Commitments
|
||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apollo Credit Opportunity Fund II, L.P. (“COF II”)
|
$
|
30.5
|
|
|
1.93
|
%
|
|
$
|
23.4
|
|
|
1.48
|
%
|
|
$
|
0.8
|
|
|
$
|
0.6
|
|
Apollo Credit Opportunity Fund I, L.P. (“COF I”)
|
449.2
|
|
|
30.26
|
|
|
29.7
|
|
|
2.00
|
|
|
—
|
|
|
—
|
|
||||
Financial Credit Investment IV, L.P. (“FCI IV”)
|
177.3
|
|
|
23.07
|
|
|
14.3
|
|
|
1.86
|
|
|
177.3
|
|
|
14.3
|
|
||||
Financial Credit Investment III, L.P. (“FCI III”)
|
224.3
|
|
|
11.76
|
|
|
0.1
|
|
|
0.01
|
|
|
108.3
|
|
|
—
|
|
||||
Financial Credit Investment II, L.P. (“FCI II”)
|
244.6
|
|
|
15.72
|
|
|
—
|
|
|
—
|
|
|
114.9
|
|
|
—
|
|
||||
Financial Credit Investment I, L.P. (“FCI I”)
|
151.3
|
|
|
27.07
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
SCRF IV
|
416.1
|
|
|
16.63
|
|
|
33.1
|
|
|
1.32
|
|
|
—
|
|
|
—
|
|
||||
MidCap
|
1,859.7
|
|
|
77.32
|
|
|
126.9
|
|
|
5.27
|
|
|
74.7
|
|
|
6.4
|
|
||||
Apollo Moultrie Credit Fund, L.P.
|
400.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
160.0
|
|
|
—
|
|
||||
Apollo Accord Master Fund II, L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Apollo Accord Master Fund III, L.P.
|
225.1
|
|
|
25.40
|
|
|
0.1
|
|
|
0.01
|
|
|
76.2
|
|
|
—
|
|
||||
Apollo Revolver Fund, L.P.
|
322.1
|
|
|
61.31
|
|
|
10.2
|
|
|
1.94
|
|
|
322.1
|
|
|
10.2
|
|
||||
Apollo Strategic Origination Partners
|
6,121.2
|
|
|
50.50
|
|
|
121.2
|
|
|
1.00
|
|
|
6,121.2
|
|
|
121.2
|
|
||||
Athora(1)(4)
|
1,263.6
|
|
|
32.51
|
|
|
205.2
|
|
|
5.28
|
|
|
129.2
|
|
|
32.0
|
|
||||
Other Credit
|
4,193.1
|
|
|
Various
|
|
|
233.3
|
|
|
Various
|
|
|
1,648.0
|
|
|
105.8
|
|
||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund IX
|
1,917.5
|
|
|
7.75
|
|
|
455.2
|
|
|
1.84
|
|
|
1,464.3
|
|
|
350.3
|
|
||||
Fund VIII
|
1,543.5
|
|
|
8.40
|
|
|
396.8
|
|
|
2.16
|
|
|
221.1
|
|
|
58.3
|
|
||||
Fund VII
|
467.2
|
|
|
3.18
|
|
|
178.1
|
|
|
1.21
|
|
|
60.0
|
|
|
23.1
|
|
||||
Fund VI
|
246.3
|
|
|
2.43
|
|
|
6.1
|
|
|
0.06
|
|
|
9.7
|
|
|
0.2
|
|
||||
Fund V
|
100.0
|
|
|
2.67
|
|
|
0.5
|
|
|
0.01
|
|
|
6.2
|
|
|
—
|
|
||||
Fund IV
|
100.0
|
|
|
2.78
|
|
|
0.2
|
|
|
0.01
|
|
|
0.5
|
|
|
—
|
|
||||
AION
|
151.0
|
|
|
18.28
|
|
|
50.0
|
|
|
6.05
|
|
|
19.1
|
|
|
6.1
|
|
||||
ANRP I
|
426.1
|
|
|
32.21
|
|
|
10.1
|
|
|
0.76
|
|
|
54.4
|
|
|
1.0
|
|
||||
ANRP II
|
490.1
|
|
|
14.19
|
|
|
25.9
|
|
|
0.75
|
|
|
110.7
|
|
|
5.8
|
|
||||
ANRP III
|
650.1
|
|
|
46.44
|
|
|
27.0
|
|
|
1.93
|
|
|
640.8
|
|
|
26.6
|
|
||||
A.A. Mortgage Opportunities, L.P.
|
625.0
|
|
|
80.31
|
|
|
—
|
|
|
—
|
|
|
261.6
|
|
|
—
|
|
||||
Apollo Rose II, L.P.
|
887.1
|
|
|
51.01
|
|
|
33.0
|
|
|
1.9
|
|
|
325.8
|
|
|
12.4
|
|
||||
Champ, L.P.
|
189.2
|
|
|
78.25
|
|
|
26.1
|
|
|
10.8
|
|
|
15.8
|
|
|
2.4
|
|
||||
Apollo Royalties Management, LLC
|
108.6
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Apollo Hybrid Value Fund, L.P.
|
847.3
|
|
|
26.17
|
|
|
63.8
|
|
|
1.97
|
|
|
327.8
|
|
|
24.6
|
|
||||
COF III
|
358.1
|
|
|
10.45
|
|
|
36.4
|
|
|
1.06
|
|
|
73.3
|
|
|
8.0
|
|
||||
Apollo Asia Private Credit Fund, L.P.
|
126.5
|
|
|
55.12
|
|
|
0.1
|
|
|
0.04
|
|
|
31.9
|
|
|
—
|
|
||||
AEOF
|
125.5
|
|
|
12.01
|
|
|
25.5
|
|
|
2.44
|
|
|
92.5
|
|
|
18.8
|
|
||||
Other Private Equity
|
826.3
|
|
|
Various
|
|
|
104.7
|
|
|
Various
|
|
|
140.9
|
|
|
41.7
|
|
||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. RE Fund III
|
317.1
|
|
|
71.68
|
|
|
7.1
|
|
|
1.60
|
|
|
317.1
|
|
|
7.1
|
|
||||
U.S. RE Fund II(2)
|
676.1
|
|
|
54.38
|
|
|
4.9
|
|
|
0.39
|
|
|
275.8
|
|
|
1.9
|
|
||||
U.S. RE Fund I(2)
|
434.1
|
|
|
66.93
|
|
|
16.4
|
|
|
2.53
|
|
|
79.8
|
|
|
2.7
|
|
||||
Asia RE Fund(2)
|
386.8
|
|
|
53.77
|
|
|
8.4
|
|
|
1.16
|
|
|
189.4
|
|
|
3.7
|
|
||||
Infrastructure Equity Fund(3)
|
246.1
|
|
|
27.43
|
|
|
9.0
|
|
|
1.00
|
|
|
49.1
|
|
|
2.0
|
|
||||
EPF III(1)
|
609.4
|
|
|
13.50
|
|
|
74.6
|
|
|
1.65
|
|
|
366.9
|
|
|
45.6
|
|
||||
EPF II(1)
|
362.9
|
|
|
10.54
|
|
|
2.0
|
|
|
0.06
|
|
|
82.9
|
|
|
0.4
|
|
||||
Apollo European Principal Finance Fund, L.P. (“EPF I”)(1)
|
301.8
|
|
|
20.74
|
|
|
19.9
|
|
|
1.37
|
|
|
48.7
|
|
|
4.5
|
|
||||
Other Real Assets
|
397.5
|
|
|
Various
|
|
|
1.3
|
|
|
Various
|
|
|
50.4
|
|
|
—
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apollo SPN Investments I, L.P.
|
17.3
|
|
|
0.37
|
|
|
17.3
|
|
|
0.37
|
|
|
11.9
|
|
|
11.9
|
|
||||
Total
|
$
|
30,012.6
|
|
|
|
|
$
|
2,397.9
|
|
|
|
|
$
|
14,261.1
|
|
|
$
|
949.6
|
|
(1)
|
Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.12 as of June 30, 2020.
|
(2)
|
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 $1.24 as of June 30, 2020. Figures for U.S. RE Fund II and Asia RE Fund include co-investment commitments.
|
(3)
|
Figures for Apollo Infrastructure Equity Fund include Apollo Infra Equity US Fund, L.P. and Apollo Infra Equity International Fund, L.P. commitments.
|
(4)
|
Apollo only (excluding related party) remaining commitments excludes a €250 million unfunded commitment that is subject to satisfaction of certain conditions.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
Our credit and real assets 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.
|
•
|
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.
|
•
|
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’ performance fee 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 Common Stock purchased(1)
|
|
Average price paid per share
|
|
Total number of Class A Common Stock purchased as part of publicly announced plans or programs(2)
|
|
Approximate dollar value of Class A Common Stock that may yet be purchased under the plans or programs (3)
|
||||||
April 1, 2020 through April 30, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
435,794,563
|
|
May 1, 2020 through May 31, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
428,455,838
|
|
June 1, 2020 through June 30, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
420,274,885
|
|
Total
|
|
—
|
|
|
|
|
|
|
|
(1)
|
Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted Class A Common Stock of AGM Inc. that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase Class A Common Stock on the open market and retire them. See note 14 to the condensed consolidated financial statements for further information on Class A Common Stock.
|
(2)
|
Pursuant to a share repurchase program that was publicly announced on March 12, 2020, the Company is authorized to repurchase up to $500 million in the aggregate of its Class A Common Stock, including through the repurchase of outstanding Class A Common Stock and through a reduction of Class A Common Stock to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2019 Equity Plan (or any successor equity plan thereto). This new authorization increased the Company’s capacity to repurchase shares from $80 million of unused capacity under the Company’s previously approved share repurchase plan. Class A Common Stock may be repurchased from time to time in open market transactions, in privately negotiated transactions, pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. The Company is not obligated under the terms of the program to repurchase any of its Class A Common Stock. The repurchase program has no expiration date
|
(3)
|
Amounts have been adjusted to account for reductions of Class A Common Stock to satisfy associated tax obligations in connection with the settlement of equity-based awards granted to employees under the Equity Plan.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
4.20
|
|
|
|
|
|
4.21
|
|
|
|
|
|
10.1
|
|
|
|
|
|
*10.2
|
|
|
|
|
|
*10.3
|
|
|
|
|
|
*10.4
|
|
|
|
|
|
*10.5
|
|
|
|
|
|
*10.6
|
|
|
|
|
|
*10.7
|
|
|
|
|
|
*31.1
|
|
|
|
|
|
*31.2
|
|
|
|
|
|
*32.1
|
|
|
|
|
|
*32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
*
|
Filed herewith.
|
|
|
|
|
|
|
Apollo Global Management, Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: August 7, 2020
|
By:
|
/s/ Martin Kelly
|
|
|
|
Name:
|
Martin Kelly
|
|
|
Title:
|
Chief Financial Officer and Co-Chief Operating Officer
(principal financial officer and authorized signatory)
|
1.
|
Amendment to Section 1.1 of the Agreement
|
a)
|
The definition of “Exchange” is hereby amended and restated in its entirety as follows:
|
b)
|
The following definition is hereby added in the proper alphabetical order:
|
c)
|
The definition of “In-Kind Exchange Distribution” is hereby amended and restated in its entirety as follows:
|
d)
|
The definition of “Quarterly Exchange Date” is hereby deleted in its entirety.
|
2.
|
All references in the Agreement to “Quarterly Exchange Date” shall refer to “Exchange Date”.
|
3.
|
Effective Time. This Amendment shall be effective, and the provisions hereof shall become operative, at 12:01 a.m. on July 29, 2020 (the “Effective Time”) and no party shall be required to commence performance hereunder until the Effective Time.
|
4.
|
Miscellaneous. Sections 8.1 through 8.9 of the Agreement shall apply to this Amendment, mutatis mutandis. No amendment of the Agreement shall be required to the extent any entity becomes a successor of any of the parties thereto.
|
By:
|
BRH Holdings GP, Ltd.,
its General Partner |
By:
|
/s/ John J. Suydam a
John J. Suydam Vice President |
By:
|
BRH Holdings GP, Ltd.,
its General Partner |
By:
|
Black Family GP, LLC,
its General Partner |
By: /s/ Marc J. Rowan
|
Marc J. Rowan Manager |
By:
|
MJH Family LLC,
its General Partner |
By: /s/ Joshua J. Harris
|
Joshua J. Harris Sole Member |
1.
|
Amendment to Section 1.1 of the Agreement
|
a)
|
The following definitions are hereby amended and restated in their entirety as follows:
|
b)
|
The following definitions are hereby inserted in Section 1.1 in the proper alphabetical order:
|
c)
|
The definition of “Quarterly Exchange Date” is hereby deleted in its entirety.
|
2.
|
Amendment to Section 2.4 of the Agreement -- Transfers; Registration Rights
|
a.
|
Sections 2.4(a) and (b) are hereby amended and restated in their entirety as follows:
|
“
|
(a) Subject to the limitations set forth in this Section 2.4 and the Exchange Agreement, each Principal (and upon the death or Disability of such Principal, his duly appointed personal representative) individually shall have the right to cause Holdings to effect, at any time and from time to time, on one or more occasions, an Exchange with respect to all or a portion of such Principal Group’s Pecuniary Interest in AOG Units. The proceeds from any such Exchange (including any payments received by Holdings pursuant to the Tax Receivable Agreement), net of all selling expenses (other than selling expenses borne by Apollo pursuant to the Shareholders Agreement), shall be distributed by Holdings to the applicable members of such selling Principal’s Group in proportion to each such applicable member’s interest in such Principal Group’s Pecuniary Interest in AOG Units subject to such Exchange. Upon the direction by a Principal (and upon the death or Disability of such Principal, his duly appointed personal representative) to effect an Exchange in compliance with this Agreement, Holdings shall be required to cause Intermediate Holdings to undertake an exchange, on a one-for-one basis (subject to adjustment in accordance with Section 2.4 of the Exchange Agreement), of an AOG Unit for a Class A Share and shall use commercially reasonable efforts to promptly consummate such Exchange; provided, however, that each Principal acknowledges that one or more events, such as an underwriter cutback, the unavailability of a registration, the possession of material non-public information, or general market dislocation may affect the timing of a proposed sale or disposition of Class A Shares following an exchange, and accordingly, any Person that receives Class A Shares shall sell or dispose of such shares as promptly as practicable upon receipt thereof, taking into account the circumstances surrounding such proposed sale or disposition. Anything herein to the contrary notwithstanding, (x) at the option of the Executive Committee, in the event of a Pro Rata Exchange in connection with a transaction that constitutes an Extraordinary Transaction pursuant to clauses (i) of the definition thereof or a recapitalization, restructuring, roll-up or other similar transformative transaction as a result of which the entities (other than Apollo) holding AOG Units, directly or indirectly, are dissolved or merged with or into Apollo, an Underwritten Offering (as defined in the Shareholders Agreement) of Class A Shares, or an Exchange pursuant to clause (i), (ii) or (iii) of the definition
|
b.
|
Section 2.4(c) is hereby deleted in its entirety and replaced with the following:
|
c.
|
Section 2.4(f) is hereby deleted in its entirety and replaced with the following:
|
3.
|
Amendment to Section 2.8(b) of the Agreement – Distributions
|
a.
|
The parenthetical at the end of Section 2.8(b) is hereby amended and restated in its entirety as follows:
|
4.
|
Amendment to Section 6.1 of the Agreement – Notices
|
a.
|
Section 6.1 is hereby amended and restated in their entirety as follows:
|
5.
|
Amendment to Section 6.4 of the Agreement -- Counterparts.
|
a.
|
Section 6.4 of the Agreement is hereby amended and restated in its entirety as follows:
|
6.
|
Amendment to Schedule IV (Permitted Transferees) and Schedule V (Notices) of the Agreement
|
a.
|
Schedule IV of the Agreement is hereby amended and restated in its entirety as set forth on Exhibit A hereto.
|
b.
|
Schedule V of the Agreement is hereby amended and restated in its entirety as set forth on Exhibit B hereto.
|
7.
|
Exhibit A (Joinder). Exhibit A to the Agreement is hereby amended by inserting the phrase “as amended by that certain Amendment, dated as of July 29, 2020,” to the end of the first sentence of the preamble thereof.
|
8.
|
Joinder. MJHP hereby agrees that upon execution by MJHP of this Amendment, MJHP shall become a party to the Agreement as amended by this Amendment and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as amended by this Amendment as though an original party thereto and as a member of the JH Group.
|
9.
|
Effective Time. This Amendment shall be effective, and the provisions hereof shall become operative, at 12:01 a.m. on July 29, 2020 (the “Effective Time”) and no party shall be required to commence performance hereunder until the Effective Time.
|
10.
|
Miscellaneous. Sections 6.1 through 6.11 of the Agreement (as amended by this Amendment) shall apply to this Amendment, mutatis mutandis. No amendment of the Agreement shall be required to the extent any entity becomes a successor of any of the parties thereto.
|
By:
|
Black Family GP, LLC,
its General Partner |
By:
|
/s/ Leon D. Black
Leon D. Black Manager |
By:
|
/s/ Marc J. Rowan
Marc J. Rowan Manager |
By:
|
MJH Family LLC,
its General Partner |
By:
|
/s/ Joshua J. Harris
Joshua J. Harris Sole Member |
By:
|
BRH Holdings GP, Ltd.,
its General Partner |
By:
|
/s/ John J. Suydam
John J. Suydam Vice President |
By:
|
BRH Holdings GP, Ltd.,
its General Partner |
By:
|
/s/ John J. Suydam
John J. Suydam Vice President |
1.
|
Black Family Partners, L.P.
|
1.
|
MJR Foundation LLC
|
2.
|
MJR Foundation Holdings LLC
|
3.
|
RWN Management, LLC
|
4.
|
RWNM AOG Holdings LLC
|
1.
|
MJH Partners, L.P.”
|
If to Holdings:
|
Any notice to Holdings shall be deemed given when notice is provided to LB, MR and JH.
|
If to Intermediate Holdings:
|
Any notice to Intermediate Holdings shall be deemed given when notice is provided to LB, MR and JH.
|
This exempted limited partnership is a limited partner of certain entities that earn "carried interest" on profits from various funds, accounts or investments managed or advised by AGM.
|
Dated June 29, 2020
|
|
|
|
Page
|
|
|
|
|
1
|
|||
|
Definitions; Interpretation
|
1
|
|
|
|
|
|
9
|
|||
|
Continuation
|
9
|
|
|
Name
|
10
|
|
|
Organizational Certificates and Other Filings
|
10
|
|
|
Offices
|
10
|
|
|
Term of Partnership
|
10
|
|
|
Purpose of the Partnership; Classes
|
11
|
|
|
Actions by the General Partner
|
12
|
|
|
Admission of Limited Partners
|
12
|
|
|
Withdrawal of Initial Limited Partner
|
13
|
|
|
Effective Date
|
13
|
|
|
Register
|
13
|
|
|
|
|
|
13
|
|||
|
Contributions to Capital
|
13
|
|
|
Rights of Partners in Capital
|
14
|
|
|
Capital Accounts
|
14
|
|
|
Allocation of Profit and Loss
|
16
|
|
|
Tax Allocations
|
17
|
|
|
Tax Treatment of Interests in the Partnership
|
17
|
|
|
AEOI
|
18
|
|
|
Reserves; Adjustments for Certain Future Events
|
19
|
|
|
Finality and Binding Effect of General Partner’s Determinations
|
20
|
|
|
|
|
|
20
|
|||
|
Distributions
|
20
|
|
|
Withholding of Certain Amounts
|
22
|
|
|
Limitation on Distributions
|
23
|
|
|
Distributions in Excess of Basis
|
23
|
|
|
|
|
|
23
|
|||
|
Rights and Powers of the General Partner
|
23
|
|
|
Delegation of Duties
|
24
|
|
|
Transactions with Affiliates
|
25
|
|
|
Expenses
|
25
|
|
|
Rights of Limited Partners
|
25
|
|
|
Other Activities of General Partner
|
26
|
|
|
Duty of Care; Indemnification
|
26
|
|
|
Discretion; Good Faith
|
28
|
28
|
|||
|
Admission of Additional Limited Partners; Effect on Points
|
28
|
|
|
Admission of Additional General Partner
|
28
|
|
|
Transfer of Interests of Limited Partners
|
29
|
|
|
Withdrawal of Partners
|
30
|
|
|
Pledges or Charges
|
30
|
|
|
|
|
|
30
|
|||
|
Allocation of Points
|
30
|
|
|
Retirement of Partner
|
32
|
|
|
Effect of Retirement on Points
|
32
|
|
|
|
|
|
32
|
|||
|
Winding Up and Dissolution of Partnership
|
32
|
|
|
|
|
|
33
|
|||
|
Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreements
|
33
|
|
|
Special Power-of-Attorney
|
34
|
|
|
Notices
|
35
|
|
|
Agreement Binding Upon Successors and Assigns
|
36
|
|
|
Merger, Consolidation, etc.
|
36
|
|
|
Governing Law; Dispute Resolution
|
37
|
|
|
Termination of Right of Action
|
38
|
|
|
Not for Benefit of Third Parties
|
38
|
|
|
Reports
|
38
|
|
|
Filings
|
39
|
|
|
Counterparts
|
39
|
(1)
|
with respect to all Partners who were previously allocated a share of the Book-Tax Difference as of the prior determination date, to reduce their respective shares of such prior Book-Tax Difference by substituting the Book-Tax Difference as of the current determination date in place of the prior Book-Tax Difference, and to make corresponding reductions to the Catch Up Amounts previously applicable to any Newly-Admitted Limited Partners based on the Book-Tax Difference as of the prior determination date; or
|
(2)
|
for purposes of calculating and allocating the Book-Tax Difference as of the current determination date and the corresponding Catch Up Amounts applicable with respect to any Newly-Admitted Limited Partner being admitted as of the current determination date, to adopt the Book-Tax Difference as of the prior determination date rather than applying the Book-Tax Difference as of the current determination date (unless the adjustment contemplated by the preceding clause is being adopted with respect to all Partners).
|
Section 3.9
|
Finality and Binding Effect of General Partner’s Determinations
|
Section 9.1
|
Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreements
|
By:
|
Apollo Global Carry Pool GP, LLC, with respect to Series A
|
C.
|
Clawbacks and Reserves
|
D.
|
Recoupment Policy
|
E.
|
Miscellaneous
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 of Apollo Global Management, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Leon Black
|
Leon Black
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 of Apollo Global Management, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Martin Kelly
|
Martin Kelly
|
Chief Financial Officer and Co-Chief Operating Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Leon Black
|
Leon Black
|
Chief Executive Officer
|
*
|
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Martin Kelly
|
Martin Kelly
|
Chief Financial Officer and Co-Chief Operating Officer
|
*
|
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
|