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8-K - 8-K - Apollo Global Management, Inc.a8-kforq214earningsrelease.htm

Exhibit 99.1    
 
Apollo Global Management, LLC Reports Second Quarter 2014 Results
  
U.S. GAAP net income attributable to Apollo Global Management, LLC of $72 million for the second quarter ended June 30, 2014, compared to $59 million for the comparable period in 2013
Apollo declares a distribution of $0.46 per Class A share for the second quarter of 2014
Total economic net income (“ENI”) after taxes of $208 million for the second quarter ended June 30, 2014, compared to $220 million for the comparable period in 2013
ENI after taxes per share of $0.52 for the second quarter ended June 30, 2014, compared to $0.56 per share for the comparable period in 2013
Total distributable earnings (“DE”) after taxes and related payables of $227 million for the second quarter ended June 30, 2014, compared to $604 million for the comparable period in 2013
Total assets under management (“AUM”) of $168 billion as of June 30, 2014, compared to $113 billion as of June 30, 2013

New York, August 6, 2014 - Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) today reported results for the second quarter ended June 30, 2014.
U.S. GAAP results for the second quarter ended June 30, 2014 included net income attributable to Apollo Global Management, LLC of $71.7 million, or $0.33 per Class A share, compared to $58.7 million, or $0.32 per Class A share, for the same period in 2013.
Apollo reported ENI after taxes of $207.5 million for the second quarter ended June 30, 2014, compared to $220.1 million for the same period in 2013. The $12.6 million decrease in ENI after taxes was driven by a higher tax provision and increased profit sharing expense, partially offset by higher Management Business ENI.
Apollo reported DE after taxes and related payables of $227.1 million for the second quarter ended June 30, 2014, compared to $603.9 million for the same period in 2013. The $376.8 million decrease in DE was driven by lower net realized carried interest income from Apollo's private equity segment compared to the same period in 2013.
Apollo’s total AUM was $167.5 billion as of June 30, 2014, an increase of $54.4 billion, or 48%, compared to $113.1 billion as of June 30, 2013. Fee-generating AUM was $130.3 billion as of June 30, 2014, an increase of $51.0 billion, or 64%, compared to $79.3 billion as of June 30, 2013. The increase in total AUM and fee-generating AUM was driven by growth in Apollo's credit and private equity segments.


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"In the current market environment, just as we have done throughout all market cycles since Apollo’s founding in 1990, we remain disciplined and patient as we seek attractive opportunities by utilizing the firm’s integrated global platform and value-oriented investment approach.  During the first half of 2014, the funds we manage have already invested or committed more than $7 billion in aggregate across Apollo’s businesses,” said Leon Black, Chairman and Chief Executive Officer. “We also continue to opportunistically monetize the portfolio of investment funds we manage, and during the first half of 2014 these funds have returned more than $6 billion to Apollo's fund investors.”

Combined Segments
Total revenue for Apollo's combined segments was $579.1 million for the second quarter ended June 30, 2014, an increase of $69.0 million, or 14%, compared to the same period in 2013, due to a $55.2 million increase in Management Business revenues and a $13.8 million increase in Incentive Business revenues. Total expenses for Apollo’s combined segments were $330.0 million for the second quarter ended June 30, 2014, an increase of $45.4 million, or 16%, compared to the same period in 2013, primarily driven by an increase in profit sharing expense.
Total revenue for Apollo's Management Business was $299.7 million for the second quarter ended June 30, 2014, an increase of $55.2 million, or 23%, from the same period in 2013. This includes management fee revenues of $228.9 million for the second quarter ended June 30, 2014, an increase of $59.6 million, or 35%, from the same period in 2013 primarily due to an increase in fee-generating AUM. In addition, there was $60.8 million of advisory and transaction fees for the second quarter ended June 30, 2014, a decrease of $4.3 million, or 7%, from the same period in 2013.
Total expenses for Apollo's Management Business were $169.4 million for the second quarter ended June 30, 2014, an increase of $12.0 million, or 8%, from the same period in 2013. Total compensation expenses, including salary and benefits and equity-based compensation, were $103.6 million for the second quarter of 2014, an increase of $17.5 million, or 20%, from the same period in 2013. This increase was driven by increased headcount to support growth in fee generating AUM. Non-compensation expenses for Apollo's Management Business were $65.8 million during the second quarter ended June 30, 2014, a decrease of $5.5 million from the same period in 2013 primarily due to lower interest expense.
Apollo's Incentive Business reported $279.4 million of total carried interest income for the second quarter ended June 30, 2014, an increase of $13.8 million from the same period in 2013. Apollo reported total profit sharing expense of $160.6 million for the second quarter ended June 30, 2014, an increase of $33.4 million from the same period in 2013. Total profit sharing expense increased more than total carried interest income primarily due to the mix of funds that generated carried interest income during the period. During the second quarter ended June 30, 2014, the Incentive Business generated $241.7 million of realized gains, which was largely attributable to dispositions relating to a number of investments held by funds managed by Apollo, including Sprouts Farmers Market, Inc., Rexnord Corporation, Berry Plastics Group Inc., and Brit PLC.

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Private Equity Segment
Apollo's private equity segment generated ENI of $119.1 million for the second quarter ended June 30, 2014, compared to $175.7 million for the same period in 2013. The year-over-year decrease in ENI was largely driven by lower carried interest income of $187.6 million for the second quarter of 2014, compared to $228.5 million for the second quarter of 2013.
Apollo's traditional private equity funds continued to perform well as measured by internal rate of return (“IRR”) and the funds appreciated by approximately 5% during the second quarter ended June 30, 2014. From its inception in 2008 through June 30, 2014, Apollo Investment Fund VII, L.P. ("Fund VII") generated an annual gross and net IRR of 39% and 30%, respectively. Apollo Investment Fund VI, L.P. ("Fund VI"), which began investing in 2006, generated an annual gross and net IRR of 14% and 11%, respectively, since its inception through June 30, 2014. The combined fair value of Apollo's private equity funds, including AP Alternative Assets, L.P. (“AAA”), was 58% above cost as of June 30, 2014.
Management fees from Apollo's private equity segment were $82.1 million for the second quarter ended June 30, 2014, which increased by $16.4 million compared to the same period in 2013 due to the commencement of Apollo Investment Fund VIII, L.P.’s ("Fund VIII") investment period, partially offset by significant realizations in Funds VI and VII as well as a change in the fee basis with respect to Fund VII. Advisory and transaction fees were $5.2 million for the second quarter ended June 30, 2014, which decreased by $36.6 million compared to the same period in 2013 due to the absence of a one-time termination fee in connection with the initial public offering of Taminco Corporation and other portfolio company transaction fees that did not recur in the current period. Total Management Business expenses within the private equity segment were $54.3 million for the second quarter of 2014, which decreased by $5.7 million compared to the same period in 2013.
Uncalled commitments within Apollo's private equity segment were $23.5 billion as of June 30, 2014, and $0.4 billion of capital was deployed by these funds during the second quarter ended June 30, 2014. As of June 30, 2014, Apollo's private equity segment AUM was $51.6 billion, compared to $40.2 billion at June 30, 2013.
Credit Segment
Apollo's credit segment generated ENI of $144.3 million for the second quarter ended June 30, 2014, compared to ENI of $67.4 million for the second quarter of 2013. The year-over-year increase in ENI resulted from an increase in ENI in the Management Business, which generated ENI of $99.3 million for the second quarter of 2014, compared to $41.6 million for the same period in 2013 as a result of higher management fees and advisory and transaction fees.
Management fees from Apollo's credit segment were $134.6 million for the second quarter ended June 30, 2014, which increased by $44.2 million, or 49%, compared to the same period in 2013 primarily due to higher fee-generating AUM from Athene Holding Ltd. and its subsidiaries ("Athene"). Total Management Business expenses within the credit segment were $101 million for the second quarter of 2014, which increased by $19.3 million compared to the same period in 2013, primarily due to costs associated with managing a greater amount of fee-generating AUM.
Uncalled commitments within our credit segment were $7.4 billion as of June 30, 2014, and $1.0 billion of capital was deployed by Apollo's credit funds and strategic investment accounts ("SIAs") with a defined maturity date during the second quarter ended June 30, 2014. As of June 30, 2014, Apollo's credit segment AUM was $105.7 billion, compared to $62.2 billion at June 30, 2013.
Real Estate Segment
Apollo's real estate segment had an economic net income of $3.6 million for the second quarter of 2014, compared to an economic net loss of $1.4 million for the same period in 2013. Total revenues for the real estate segment during the second quarter of 2014 were $17.1 million, an increase of $8.8 million, compared

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to the same period in 2013. Total expenses for the real estate segment during the second quarter of 2014 were $16.9 million, an increase of $6.1 million compared to the same period in 2013. Income from equity method investments for the real estate segment during the second quarter of 2014 was $3.2 million, an increase of $2.4 million compared to the same period in 2013.
Uncalled commitments within Apollo's real estate segment were $875 million as of June 30, 2014, and $882 million of capital was deployed by Apollo's real estate funds and SIAs with a defined maturity date and funds and SIAs in Apollo's real estate debt strategy during the second quarter ended June 30, 2014. As of June 30, 2014, Apollo's real estate segment AUM was $9.1 billion, compared to $9.5 billion at June 30, 2013.
Capital and Liquidity
As of June 30, 2014, Apollo had $1,094 million of cash and cash equivalents and $999 million of debt (which does not include a $500 million undrawn revolving credit facility). These amounts exclude cash and debt associated with Apollo's consolidated funds and consolidated variable interest entities (“VIEs”).
On May 30, 2014, Apollo Management Holdings, L.P., a subsidiary of Apollo Global Management, LLC, issued $500 million of 4.000% senior notes due 2024. The senior notes are rated A and A- by Standard and Poor’s and Fitch, respectively.
As of June 30, 2014, Apollo had a $2,050 million carried interest receivable on an unconsolidated basis and corresponding profit sharing payable of $964 million, as well as total investments on an unconsolidated basis in its private equity, credit and real estate funds of $797 million.
Distribution
Apollo Global Management, LLC has declared a second quarter 2014 cash distribution of $ 0.46 per Class A share, which comprises a regular quarterly distribution of $0.15 per Class A share and a distribution of $0.31 per Class A share attributable to additional carried interest earned by Apollo's funds through realizations and Management Business earnings. This distribution will be paid on August 29, 2014 to holders of record at the close of business on August 22, 2014. Apollo intends to distribute to its shareholders on a quarterly basis substantially all of its distributable earnings after taxes and related payables in excess of amounts determined by its manager to be necessary or appropriate to provide for the conduct of its business. However, Apollo cannot assure its shareholders that they will receive any distributions.
Conference Call
Apollo will host a conference call on Wednesday, August 6, 2014 at 11:00 a.m. Eastern Time. During the call, members of Apollo’s senior management team will review Apollo's financial results for the second quarter ended June 30, 2014. The conference call may be accessed by dialing (888) 868-4188 (U.S. domestic) or +1 (615) 800-6914 (international), and providing conference call ID 71623183 when prompted by the operator. The number should be dialed at least ten minutes prior to the start of the call. A simultaneous webcast of the conference call will be available to the public on a listen-only basis and can be accessed through the Investor Relations section of Apollo's website at www.agm.com.
Following the call, a replay of the event may be accessed either telephonically or via audio webcast. A telephonic replay of the live broadcast will be available approximately two hours after the live broadcast by dialing (800) 585-8367 (U.S. callers) or +1 (404) 537-3406 (non-U.S. callers), pass code 71623183. To access the audio webcast, please visit Events in the Investor Relations section of Apollo's website at www.agm.com.
About Apollo
Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Toronto, London, Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong. Apollo had assets under management of approximately $168 billion as of June 30, 2014 in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. For more information about Apollo, please visit www.agm.com.

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Contact Information
For inquiries regarding Apollo, please contact:
Gary M. Stein
Head of Corporate Communications
Apollo Global Management, LLC
212-822-0467
gstein@apollolp.com

Noah Gunn
Investor Relations Manager
Apollo Global Management, LLC
212-822-0540
ngunn@apollolp.com

For media inquiries regarding Apollo, please contact:

Charles Zehren
Rubenstein Associates, Inc. for Apollo Global Management, LLC
212-843-8590
czehren@rubenstein.com

Forward-Looking Statements
In this press release, references to “Apollo,” “we,” “us,” “our” and the “Company” refer collectively to Apollo Global Management, LLC, together with its consolidated subsidiaries. This press release may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, discussions related to Apollo's expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. When used in this press release, the words “believe,” “anticipate,” “estimate,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to our dependence on certain key personnel, our ability to raise new private equity, credit or real estate funds, market conditions, generally, our ability to manage our growth, fund performance, changes in our regulatory environment and tax status, the variability of our revenues, net income and cash flow, our use of leverage to finance our businesses and investments by our funds and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in Apollo's Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 3, 2014, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. This press release does not constitute an offer of any Apollo fund.


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APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(dollars in thousands, except share data)
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
60,786

 
$
65,085

 
$
176,851

 
$
112,504

Management fees from affiliates
226,420

 
155,070

 
436,211

 
305,517

Carried interest income from affiliates
284,946

 
277,106

 
450,490

 
1,388,313

Total Revenues
572,152

 
497,261

 
1,063,552

 
1,806,334

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Equity-based compensation
28,711

 
43,501

 
87,689

 
88,787

Salary, bonus and benefits
89,832

 
69,282

 
170,362

 
142,678

Profit sharing expense
160,778

 
127,244

 
264,737

 
550,864

Total Compensation and Benefits
279,321

 
240,027

 
522,788

 
782,329

Interest expense
4,524

 
7,594

 
7,638

 
15,112

Professional fees
20,211

 
21,665

 
39,663

 
37,725

General, administrative and other
25,291

 
26,037

 
49,969

 
48,978

Placement fees
3,489

 
3,120

 
5,275

 
12,478

Occupancy
10,418

 
10,149

 
20,321

 
19,954

Depreciation and amortization
11,115

 
14,195

 
22,834

 
28,813

Total Expenses
354,369

 
322,787

 
668,488

 
945,389

Other Income (Loss):
 
 
 
 
 
 
 
Net (losses) gains from investment activities
(9,534
)
 
1,116

 
213,874

 
53,249

Net gains (losses) from investment activities of consolidated variable interest entities
43,425

 
(35,198
)
 
91,160

 
12,663

Income from equity method investments
30,701

 
20,090

 
53,611

 
47,880

Interest income
2,726

 
3,049

 
6,054

 
6,140

Other income, net
2,238

 
2,778

 
19,769

 
4,076

Total Other Income (Loss)
69,556

 
(8,165
)
 
384,468

 
124,008

Income before income tax provision
287,339

 
166,309

 
779,532

 
984,953

Income tax provision
(35,037
)
 
(18,139
)
 
(67,586
)
 
(36,718
)
Net Income
252,302

 
148,170

 
711,946

 
948,235

Net income attributable to Non-controlling Interests
(180,634
)
 
(89,433
)
 
(568,109
)
 
(640,520
)
Net Income Attributable to Apollo Global Management, LLC
$
71,668

 
$
58,737

 
$
143,837

 
$
307,715

Net Income Per Class A Share:
 
 
 
 
 
 
 
Net Income Available to Class A Share – Basic
$
0.33

 
$
0.32

 
$
0.64

 
$
1.94

Net Income Available to Class A Share – Diluted
$
0.33

 
$
0.32

 
$
0.64

 
$
1.93

Weighted Average Number of Class A Shares – Basic
152,852,427

 
137,289,147

 
150,328,495

 
134,285,776

Weighted Average Number of Class A Shares – Diluted
152,852,427

 
137,289,147

 
150,328,495

 
138,104,463



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APOLLO GLOBAL MANAGEMENT, LLC
SEGMENT RESULTS (UNAUDITED)
(dollars in millions, except share data)
Summary of Combined Segment Results for Management Business and Incentive Business:
 
Three Months Ended
 
Six Months Ended
 
March 31, 2013
 
June 30,
2013
 
September 30, 2013
 
December 31, 2013
 
March 31, 2014
 
June 30,  
 2014
 
June 30,  
 2013
 
June 30,  
 2014
Management Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
47.4

 
$
65.1

 
$
28.9

 
$
55.2

 
$
116.1

 
$
60.8

 
$
112.5

 
$
176.9

Management fees from affiliates
164.3

 
169.3

 
165.2

 
231.8

 
223.8

 
228.9

 
333.6

 
452.7

Carried interest income from affiliates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized gains
9.0

 
10.1

 
9.1

 
8.7

 
8.5

 
10.0

 
19.1

 
18.5

Total management business revenues
220.7

 
244.5

 
203.2

 
295.7

 
348.4

 
299.7

 
465.2

 
648.1

Equity-based compensation(1)
17.4

 
16.8

 
16.5

 
15.6

 
58.1

 
13.7

 
34.2

 
71.8

Salary, bonus and benefits
73.4

 
69.3

 
81.3

 
70.8

 
80.5

 
89.9

 
142.7

 
170.4

Interest expense
7.5

 
7.6

 
7.2

 
7.0

 
3.1

 
4.5

 
15.1

 
7.6

Professional fees
15.4

 
21.6

 
18.4

 
27.0

 
19.0

 
19.9

 
37.0

 
38.9

General, administrative and other
22.6

 
25.9

 
21.3

 
27.3

 
24.4

 
25.0

 
48.5

 
49.4

Placement fees
9.4

 
3.1

 
3.2

 
26.7

 
1.8

 
3.5

 
12.5

 
5.3

Occupancy
9.8

 
10.2

 
9.8

 
10.1

 
9.9

 
10.4

 
20.0

 
20.3

Depreciation and amortization(2)
2.9

 
2.9

 
2.6

 
2.6

 
2.6

 
2.5

 
5.8

 
5.1

Total non-compensation expenses
67.6

 
71.3

 
62.5

 
100.7

 
60.8

 
65.8

 
138.9

 
126.6

Total management business expenses
158.4

 
157.4

 
160.3

 
187.1

 
199.4

 
169.4

 
315.8

 
368.8

Other income
7.2

 
5.2

 
22.8

 
8.7

 
6.4

 
4.3

 
12.4

 
10.7

Non-controlling interest(3)
(3.5
)
 
(3.2
)
 
(2.8
)
 
(4.5
)
 
(3.3
)
 
(3.1
)
 
(6.7
)
 
(6.4
)
Management Business Economic Net Income
66.0

 
89.1

 
62.9

 
112.8

 
152.1

 
131.5

 
155.1

 
283.6

Incentive Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carried interest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains (losses)
771.4

 
(574.9
)
 
311.3

 
(105.0
)
 
(301.8
)
 
37.7

 
196.5

 
(264.1
)
Realized gains
345.2

 
840.5

 
638.9

 
631.8

 
462.7

 
241.7

 
1,185.7

 
704.4

Total carried interest income
1,116.6

 
265.6

 
950.2

 
526.8

 
160.9

 
279.4

 
1,382.2

 
440.3

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Unrealized profit sharing expense
272.8

 
(219.6
)
 
165.3

 
(23.2
)
 
(99.1
)
 
65.9

 
53.2

 
(33.2
)
Realized profit sharing expense
150.8

 
346.8

 
259.3

 
221.0

 
203.1

 
94.7

 
497.6

 
297.8

Total profit sharing expense
423.6

 
127.2

 
424.6

 
197.8

 
104.0

 
160.6

 
550.8

 
264.6

Other income, net

 
0.3

 
2.9

 
7.0

 
14.0

 

 
0.3

 
14.0

Net gains (losses) from investment activities
4.0

 
(5.7
)
 
(7.1
)
 
(3.8
)
 
18.0

 
(9.3
)
 
(1.7
)
 
8.7

Income from equity method investments
29.4

 
19.2

 
30.7

 
34.0

 
28.3

 
26.0

 
48.6

 
54.3

Other income
33.4

 
13.8

 
26.5

 
37.2

 
60.3

 
16.7

 
47.2

 
77.0

Incentive Business Economic Net Income
726.4

 
152.2

 
552.1

 
366.2

 
117.2

 
135.5

 
878.6

 
252.7

Total Economic Net Income
792.4

 
241.3

 
615.0

 
479.0

 
269.3

 
267.0

 
1,033.7

 
536.3

Income Tax Provision on Economic Net Income(4)
(28.8
)
 
(21.2
)
 
(64.1
)
 
(35.0
)
 
(50.7
)
 
(59.5
)
 
(50.0
)
 
(110.2
)
Total Economic Net Income After Taxes
$
763.6

 
$
220.1

 
$
550.9

 
$
444.0

 
$
218.6

 
$
207.5

 
$
983.7

 
$
426.1

Non-GAAP Weighted Average Diluted Shares Outstanding (in millions)
392.1

 
393.8

 
394.8

 
395.3

 
398.1

 
399.7

 
392.9

 
398.9

Total ENI After Taxes per Share
$
1.95

 
$
0.56

 
$
1.40

 
$
1.12

 
$
0.55

 
$
0.52

 
$
2.50

 
$
1.07

(1)
The combined amounts relate to restricted share units (“RSUs”) (excluding RSUs granted in connection with the 2007 private placement) and share options. Excludes equity-based compensation expense comprising amortization of Apollo Operating Group (“AOG”) units.
(2)
Includes amortization of leasehold improvements.
(3)
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of the credit management companies.
(4)
During the first quarter of 2014, the calculation of the income tax provision on economic net income was revised to include the benefit of tax deductions in excess of GAAP deductions from share-based arrangements, as further discussed in the definition of ENI After Taxes in the non-GAAP financial information and definitions section of this press release. The prior period financial data was recast to conform to the revised definition of income tax provision on economic net income. The difference in the ENI tax provision under the revised definition as compared to the previous methodology is $22.3 million or $0.06 per Class A share for each quarter presented in 2013.

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APOLLO GLOBAL MANAGEMENT, LLC
SEGMENT RESULTS (UNAUDITED)
(dollars in millions, except share data)
Private Equity Segment:

 
Three Months Ended
 
Six Months Ended
 
March 31,
2013
 
June 30,
2013
 
September 30,
2013
 
December 31,
2013
 
March 31,
2014
 
June 30,  
 2014
 
June 30,  
 2013
 
June 30,  
 2014
Management Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
24.5

 
$
41.8

 
$
5.6

 
$
6.5

 
$
37.7

 
$
5.2

 
$
66.3

 
$
42.9

Management fees from affiliates
66.3

 
65.7

 
64.8

 
88.0

 
79.4

 
82.1

 
132.0

 
161.5

Total management business revenues
90.8

 
107.5

 
70.4

 
94.5

 
117.1

 
87.3

 
198.3

 
204.4

Equity-based compensation
8.4

 
7.5

 
7.5

 
8.6

 
24.4

 
7.1

 
15.9

 
31.5

Salary, bonus and benefits
27.4

 
25.7

 
27.9

 
28.8

 
22.3

 
26.7

 
53.1

 
49.0

Other expenses
21.9

 
26.8

 
21.1

 
42.7

 
18.7

 
20.5

 
48.7

 
39.2

Total management business expenses
57.7

 
60.0

 
56.5

 
80.1

 
65.4

 
54.3

 
117.7

 
119.7

Other income
1.6

 
0.9

 
6.7

 
3.8

 
1.7

 
0.9

 
2.5

 
2.6

Management Business Economic Net Income
34.7

 
48.4

 
20.6

 
18.2

 
53.4

 
33.9

 
83.1

 
87.3

Incentive Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carried interest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains (losses)
697.6

 
(509.7
)
 
318.3

 
(51.5
)
 
(293.6
)
 
(10.4
)
 
187.9

 
(304.0
)
Realized gains
293.4

 
738.2

 
534.1

 
496.9

 
396.9

 
198.0

 
1,031.6

 
594.9

Total carried interest income
991.0

 
228.5

 
852.4

 
445.4

 
103.3

 
187.6

 
1,219.5

 
290.9

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized profit sharing expense
256.0

 
(199.6
)
 
129.0

 
(37.7
)
 
(115.9
)
 
33.7

 
56.4

 
(82.2
)
Realized profit sharing expense
131.9

 
312.9

 
229.1

 
208.8

 
182.0

 
82.1

 
444.8

 
264.1

Total profit sharing expense
387.9

 
113.3

 
358.1

 
171.1

 
66.1

 
115.8

 
501.2

 
181.9

Other income, net

 
0.1

 
0.4

 
1.2

 
1.6

 

 
0.1

 
1.6

Income from equity method investments
22.6

 
12.0

 
23.2

 
21.1

 
18.8

 
13.4

 
34.6

 
32.2

Total other income
22.6

 
12.1

 
23.6

 
22.3

 
20.4

 
13.4

 
34.7

 
33.8

Incentive Business Economic Net Income
625.7

 
127.3

 
517.9

 
296.6

 
57.6

 
85.2

 
753.0

 
142.8

Total Economic Net Income
$
660.4

 
$
175.7

 
$
538.5

 
$
314.8

 
$
111.0

 
$
119.1

 
$
836.1

 
$
230.1




8



APOLLO GLOBAL MANAGEMENT, LLC
SEGMENT RESULTS (UNAUDITED)
(dollars in millions, except share data)
Credit Segment:

 
Three Months Ended
 
Six Months Ended
 
March 31,
2013
 
June 30,
2013
 
September 30,
2013
 
December 31,
2013
 
March 31,
2014
 
June 30,  
 2014
 
June 30,  
 2013
 
June 30,  
 2014
Management Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
21.8

 
$
22.0

 
$
23.3

 
$
47.6

 
$
77.5

 
$
55.6

 
$
43.8

 
$
133.1

Management fees from affiliates
84.4

 
90.4

 
87.0

 
130.6

 
131.6

 
134.6

 
174.8

 
266.2

Carried interest income from affiliates:
 
 
 
 
 
 
 
 
 
 

 
 
 
 
Realized gains
9.0

 
10.1

 
9.1

 
8.7

 
8.5

 
10.0

 
19.1

 
18.5

Total management business revenues
115.2

 
122.5

 
119.4

 
186.9

 
217.6

 
200.2

 
237.7

 
417.8

Equity-based compensation
6.5

 
7.1

 
5.9

 
4.6

 
28.3

 
5.5

 
13.6

 
33.8

Salary, bonus and benefits
38.8

 
36.4

 
44.0

 
33.9

 
50.7

 
55.8

 
75.2

 
106.5

Other expenses
38.4

 
38.2

 
34.4

 
51.1

 
36.4

 
39.7

 
76.6

 
76.1

Total management business expenses
83.7

 
81.7

 
84.3

 
89.6

 
115.4

 
101.0

 
165.4

 
216.4

Other income
4.5

 
4.0

 
15.3

 
4.7

 
4.3

 
3.2

 
8.5

 
7.5

Non-controlling interest
(3.5
)
 
(3.2
)
 
(2.8
)
 
(4.5
)
 
(3.3
)
 
(3.1
)
 
(6.7
)
 
(6.4
)
Management Business Economic Net Income
32.5

 
41.6

 
47.6

 
97.5

 
103.2

 
99.3

 
74.1

 
202.5

Incentive Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carried interest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains (losses)
73.2

 
(58.8
)
 
(10.3
)
 
(60.7
)
 
(7.9
)
 
47.2

 
14.4

 
39.3

Realized gains
51.5

 
102.1

 
104.8

 
134.9

 
65.8

 
39.7

 
153.6

 
105.5

Total carried interest income
124.7

 
43.3

 
94.5

 
74.2

 
57.9

 
86.9

 
168.0

 
144.8

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized profit sharing expense
16.5

 
(15.5
)
 
34.5

 
12.4

 
17.4

 
31.0

 
1.0

 
48.4

Realized profit sharing expense
18.8

 
33.9

 
30.2

 
11.9

 
21.1

 
11.0

 
52.7

 
32.1

Total profit sharing expense
35.3

 
18.4

 
64.7

 
24.3

 
38.5

 
42.0

 
53.7

 
80.5

Other income, net

 
0.2

 
2.5

 
5.8

 
12.4

 

 
0.2

 
12.4

Net gains (losses) from investment activities
4.0

 
(5.7
)
 
(7.1
)
 
(3.8
)
 
18.0

 
(9.3
)
 
(1.7
)
 
8.7

Income from equity method investments
6.9

 
6.4

 
6.7

 
10.7

 
8.8

 
9.4

 
13.3

 
18.2

Total other income
10.9

 
0.9

 
2.1

 
12.7

 
39.2

 
0.1

 
11.8

 
39.3

Incentive Business Economic Net Income
100.3

 
25.8

 
31.9

 
62.6

 
58.6

 
45.0

 
126.1

 
103.6

Total Economic Net Income
$
132.8

 
$
67.4

 
$
79.5

 
$
160.1

 
$
161.8

 
$
144.3

 
$
200.2

 
$
306.1




9



APOLLO GLOBAL MANAGEMENT, LLC
SEGMENT RESULTS (UNAUDITED)
(dollars in millions, except share data)
Real Estate Segment:
 
 
Three Months Ended
 
Six Months Ended
 
March 31,
2013
 
June 30,
 2013
 
September 30,
2013
 
December 31,
2013
 
March 31,
2014
 
June 30,  
 2014
 
June 30,  
 2013
 
June 30,  
 2014
Management Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates, net
$
1.1

 
$
1.3

 
$

 
$
1.1

 
$
0.9

 
$

 
$
2.4

 
$
0.9

Management fees from affiliates
13.6

 
13.2

 
13.4

 
13.2

 
12.8

 
12.2

 
26.8

 
25.0

Total management business revenues
14.7

 
14.5

 
13.4

 
14.3

 
13.7

 
12.2

 
29.2

 
25.9

Equity-based compensation
2.5

 
2.2

 
3.1

 
2.4

 
5.4

 
1.1

 
4.7

 
6.5

Salary, bonus and benefits
7.2

 
7.1

 
9.4

 
8.2

 
7.5

 
7.4

 
14.3

 
14.9

Other expenses
7.3

 
6.0

 
7.1

 
7.1

 
5.7

 
5.6

 
13.3

 
11.3

Total management business expenses
17.0

 
15.3

 
19.6

 
17.7

 
18.6

 
14.1

 
32.3

 
32.7

Other income
1.1

 
0.3

 
0.8

 
0.2

 
0.4

 
0.2

 
1.4

 
0.6

Management Business Economic Net Loss
(1.2
)
 
(0.5
)
 
(5.4
)
 
(3.2
)
 
(4.5
)
 
(1.7
)
 
(1.7
)
 
(6.2
)
Incentive Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carried interest income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains (losses)
0.6

 
(6.4
)
 
3.3

 
7.2

 
(0.3
)
 
0.9

 
(5.8
)
 
0.6

Realized gains
0.3

 
0.2

 

 

 

 
4.0

 
0.5

 
4.0

Total carried interest income (loss)
0.9

 
(6.2
)
 
3.3

 
7.2

 
(0.3
)
 
4.9

 
(5.3
)
 
4.6

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized profit sharing expense
0.3

 
(4.5
)
 
1.8

 
2.1

 
(0.6
)
 
1.2

 
(4.2
)
 
0.6

Realized profit sharing expense
0.2

 

 

 
0.2

 

 
1.6

 
0.2

 
1.6

Total profit sharing expense
0.5

 
(4.5
)
 
1.8

 
2.3

 
(0.6
)
 
2.8

 
(4.0
)
 
2.2

(Loss) income from equity method investments
(0.1
)
 
0.8

 
0.8

 
2.2

 
0.7

 
3.2

 
0.7

 
3.9

Incentive Business Economic Net Income (Loss)
0.3

 
(0.9
)
 
2.3

 
7.1

 
1.0

 
5.3

 
(0.6
)
 
6.3

Total Economic Net (Loss) Income
$
(0.9
)
 
$
(1.4
)
 
$
(3.1
)
 
$
3.9

 
$
(3.5
)
 
$
3.6

 
$
(2.3
)
 
$
0.1




10



APOLLO GLOBAL MANAGEMENT, LLC
DISTRIBUTABLE EARNINGS (UNAUDITED)
(dollars in millions, except share data)
Summary of Distributable Earnings and Economic Net Income
 
 Three Months Ended
 
 Six Months Ended
 
 March 31, 2013
 
 June 30,
2013
 
 September 30,
2013
 
 December 31, 2013
 
 March 31, 2014
 
 June 30,
2014
 
 June 30,
2013
 
 June 30,
2014
Management Business Economic Net Income
$
66.0

 
$
89.1

 
$
62.9

 
$
112.8

 
$
152.1

 
$
131.5

 
$
155.1

 
$
283.6

Net realized carried interest income
194.4

 
493.7

 
379.6

 
410.8

 
259.6

 
147.0

 
688.1

 
406.6

Realized investment income(1)
19.7

 
29.2

 
27.5

 
31.3

 
24.7

 
5.7

 
48.9

 
30.4

Athene capital and surplus fees(2)
(20.1
)
 
(21.8
)
 
(22.6
)
 
(45.5
)
 
(59.1
)
 
(51.9
)
 
(41.9
)
 
(111.0
)
Equity-based compensation
17.4

 
16.8

 
16.5

 
15.6

 
58.1

 
13.7

 
34.2

 
71.8

Depreciation and amortization
2.9

 
2.9

 
2.6

 
2.6

 
2.6

 
2.5

 
5.8

 
5.1

Distributable Earnings
280.3

 
609.9

 
466.5

 
527.6

 
438.0

 
248.5

 
890.2

 
686.5

Taxes and related payables(3)
(4.9
)
 
(6.0
)
 
(10.9
)
 
(19.4
)
 
(25.9
)
 
(21.4
)
 
(10.9
)
 
(47.3
)
Distributable Earnings After Taxes and Related Payables
$
275.4

 
$
603.9

 
$
455.6

 
$
508.2

 
$
412.1

 
$
227.1

 
$
879.3

 
$
639.2

Net unrealized carried interest income (loss)
498.6

 
(355.4
)
 
146.0

 
(81.7
)
 
(202.7
)
 
(28.2
)
 
143.2

 
(230.9
)
Unrealized investment and other income (loss)
13.7

 
(15.3
)
 
(1.0
)
 
5.8

 
35.6

 
11.0

 
(1.6
)
 
46.6

Add back: Athene capital and surplus fees(2)
20.1

 
21.8

 
22.6

 
45.5

 
59.1

 
51.9

 
41.9

 
111.0

Add back: Taxes and related payables(3)
4.9

 
6.0

 
10.9

 
19.4

 
25.9

 
21.4

 
10.9

 
47.3

Less: Equity-based compensation
(17.4
)
 
(16.8
)
 
(16.5
)
 
(15.6
)
 
(58.1
)
 
(13.7
)
 
(34.2
)
 
(71.8
)
Less: Depreciation and amortization
(2.9
)
 
(2.9
)
 
(2.6
)
 
(2.6
)
 
(2.6
)
 
(2.5
)
 
(5.8
)
 
(5.1
)
Total Economic Net Income
792.4

 
241.3

 
615.0

 
479.0

 
269.3

 
267.0

 
1,033.7

 
536.3

Income Tax Provision on Economic Net Income
(28.8
)
 
(21.2
)
 
(64.1
)
 
(35.0
)
 
(50.7
)
 
(59.5
)
 
(50.0
)
 
(110.2
)
Total Economic Net Income After Taxes
$
763.6

 
$
220.1

 
$
550.9

 
$
444.0

 
$
218.6

 
$
207.5

 
$
983.7

 
$
426.1


(1)
Represents realized gains from our general partner investments in our funds and other balance sheet investments.
(2)
Represents monitoring fees paid by Athene to Apollo by delivery of common shares of Athene Holding, calculated based on Athene's capital and surplus, as defined in our transaction and advisory services agreement with Athene.
(3)
Represents the estimated current corporate, local and Non-U.S. taxes as well as the payable under Apollo's tax receivable agreement.


11



APOLLO GLOBAL MANAGEMENT, LLC
DISTRIBUTABLE EARNINGS (UNAUDITED)
(dollars in millions, except share data)
Distribution to Common and Equivalents(1) 
 
 Three Months Ended
 
 Six Months Ended
 
 March 31, 2013
 
 June 30,
2013
 
 September 30, 2013
 
 December 31, 2013
 
 March 31, 2014
 
 June 30,
2014
 
 June 30,
2013
 
 June 30,
2014
Distributable Earnings After Taxes and Related Payables
$
275.4

 
$
603.9

 
$
455.6

 
$
508.2

 
$
412.1

 
$
227.1

 
$
879.3

 
$
639.2

Add back: Taxes and related payables attributable to common and equivalents
2.7

 
3.7

 
8.6

 
17.2

 
22.6

 
18.7

 
6.4

 
41.3

Distributable earnings before certain payables(2)
278.1

 
607.6

 
464.2

 
525.4

 
434.7

 
245.8

 
885.7

 
680.5

Percent to common and equivalents
40
%
 
42
%
 
42
%
 
43
%
 
43
%
 
45
%
 
42
%
 
44
%
Distributable earnings before other payables attributable to common and equivalents
111.0

 
257.8

 
195.5

 
225.4

 
186.8

 
111.1

 
368.8

 
297.9

Less: Taxes and related payables attributable to common and equivalents
(2.7
)
 
(3.7
)
 
(8.6
)
 
(17.2
)
 
(22.6
)
 
(18.7
)
 
(6.4
)
 
(41.3
)
Distributable earnings attributable to common and equivalents
108.3

 
254.1

 
186.9

 
208.2

 
164.2

 
92.4

 
362.4

 
256.6

Distributable earnings per share of common and equivalent(3)
$
0.69

 
$
1.51

 
$
1.11

 
$
1.21

 
$
0.94

 
$
0.51

 
$
2.20

 
$
1.45

Retained capital per share of common and equivalent(3)
(0.12
)
 
(0.19
)
 
(0.10
)
 
(0.13
)
 
(0.10
)
 
(0.05
)
 
(0.31
)
 
(0.15
)
Net distribution per share of common and equivalent(3)
$
0.57

 
$
1.32

 
$
1.01

 
$
1.08

 
$
0.84

 
$
0.46

 
$
1.89

 
$
1.30


(1)
Common and equivalents refers to Class A shares and RSUs that participate in distributions.
(2)
Distributable earnings before certain payables represents distributable earnings before the deduction for the estimated current corporate taxes and the payable under Apollo's tax receivable agreement.
(3)
Per share calculations are based on total Class A shares outstanding and RSUs that participate in distributions.




12



APOLLO GLOBAL MANAGEMENT, LLC
RECONCILIATION OF U.S. GAAP NET INCOME
ATTRIBUTABLE TO APOLLO GLOBAL MANAGEMENT, LLC
TO ECONOMIC NET INCOME
(UNAUDITED)
(dollars in millions)
Reconciliation of U.S. GAAP Net Income Attributable to Apollo Global Management, LLC to Economic Net Income:
 
 
Three Months Ended
 
Six Months Ended
 
March 31,
2013
 
June 30,
2013
 
September 30,
2013
 
December 31,
2013
 
March 31,
2014
 
June 30,  
 2014
 
June 30,  
 2013
 
June 30,  
 2014
Net Income Attributable to Apollo Global Management, LLC
$
249.0

 
$
58.7

 
$
192.5

 
$
159.2

 
$
72.2

 
$
71.7

 
$
307.7

 
$
143.8

Impact of non-cash charges related to equity-based compensation:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AOG units
15.0

 
15.0

 

 

 

 

 
30.0

 

RSUs - Private placement awards(1)
11.4

 
11.0

 
3.3

 
0.1

 
0.1

 
(0.2
)
 
22.4

 
(0.1
)
Other equity-based compensation awards (2)
1.3

 
0.5

 
0.6

 
0.4

 
0.1

 
(0.1
)
 
1.8

 

AAA RDUs
0.3

 
0.2

 
0.3

 
0.4

 
0.2

 
(0.1
)
 
0.5

 
0.1

Total non-cash charges related to equity-based compensation
28.0

 
26.7

 
4.2

 
0.9

 
0.4

 
(0.4
)
 
54.7

 

Income tax provision
18.6

 
18.1

 
47.2

 
23.7

 
32.5

 
35.0

 
36.7

 
67.6

Amortization of intangible assets associated with the 2007
          reorganization and acquisitions
11.6

 
11.3

 
10.3

 
10.0

 
9.1

 
8.6

 
22.9

 
17.7

Net income attributable to Non-controlling Interests in
          Apollo Operating Group
485.2

 
126.5

 
360.8

 
285.2

 
155.1

 
152.1

 
611.7

 
307.2

Economic Net Income
$
792.4

 
$
241.3

 
$
615.0

 
$
479.0

 
$
269.3

 
$
267.0

 
$
1,033.7

 
$
536.3

(1)
Represents RSU awards granted in connection with the 2007 private placement.
(2)
Includes non-cash revenue and expense related to equity awards granted by unconsolidated affiliates to employees of the Company.

13


APOLLO GLOBAL MANAGEMENT, LLC
ASSETS UNDER MANAGEMENT (UNAUDITED)


Assets Under Management—Fee-Generating and Non-Fee Generating
The table below sets forth fee-generating and non-fee generating AUM by segment as of June 30, 2014 and 2013 and December 31, 2013. Changes in market conditions and additional funds raised have had significant impact on Apollo's AUM.
 
 
As of  
 June 30,
 
As of  
 December 31,
 
 
2014
 
2013
 
2013
 
 
(in millions)    
 
Total Assets Under Management
$
167,496

(1) 
$
113,116

(1) 
$
161,177

(1) 
Fee-generating
130,329

 
79,290

 
128,368

 
Non-fee generating
37,167

(1) 
33,826

(1) 
32,809

(1) 
 
 
 
 
 
 
 
Private Equity
51,585

 
40,213

 
49,908

 
Fee-generating
33,554

 
26,014

 
34,173

 
Non-fee generating
18,031

 
14,199

 
15,735

 
 
 
 
 
 
 
 
Credit
105,725

 
62,212

 
100,886

 
Fee-generating
90,780

 
47,507

 
88,249

 
Non-fee generating
14,945

 
14,705

 
12,637

 
 
 
 
 
 
 
 
Real Estate
9,056

 
9,473

 
9,289

 
Fee-generating
5,995

 
5,769

 
5,946

 
Non-fee generating
3,061

 
3,704

 
3,343

 
 
(1)
As of June 30, 2014 and 2013 and December 31, 2013, includes $1.1 billion, $1.2 billion and $1.1 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within Apollo's three segments.

The following table presents Carry Eligible AUM and Carry Generating AUM for each of Apollo's three segments as of June 30, 2014, June 30, 2013 and December 31, 2013:
 
Carry Eligible AUM
 
Carry Generating AUM
 
As of  
June 30,
 
As of  
 December 31,
 
As of  
 June 30,
 
As of  
 December 31,
 
2014
 
2013
 
2013
 
2014
 
2013
 
2013
 
(in millions)    
Private equity
$
44,543

 
$
32,131

 
$
45,050

 
$
24,381

 
$
25,332

 
$
24,791

Credit
38,234

 
33,979

 
34,580

 
28,036

 
24,164

 
23,539

Real estate
2,525

 
3,166

 
3,041

 
821

 
573

 
941

Total(1)(2)
$
86,412

 
$
70,498

 
$
83,729

 
$
53,238

 
$
50,069

 
$
49,271


(1)
As of June 30, 2014 and 2013 and December 31, 2013, includes $1.1 billion, $1.2 billion and $1.1 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within Apollo's three segments.
(2)
As of June 30, 2014 and 2013 and December 31, 2013, includes $27.7 billion, $12.6 billion and $28.7 billion of Uninvested Carry Eligible
AUM, respectively, and $5.4 billion, $7.8 billion and $5.8 billion of AUM Not Currently Generating Carry, respectively.


14


APOLLO GLOBAL MANAGEMENT, LLC
ASSETS UNDER MANAGEMENT (UNAUDITED)


The following tables summarize changes in total AUM for each of Apollo's three segments for the three and six months ended June 30, 2014 and 2013:
 
 
For the 
 Three Months Ended 
 June 30,
 
For the 
 Six Months Ended 
 June 30,
 
 
 
2014
 
2013
 
2014
 
2013
 
 
 
(in millions)
Change in Total AUM:
 
 
 
 
 
 
 
 
 
Beginning of Period
 
$
159,326

(1) 
$
114,269

(1) 
$
161,177

(1) 
$
113,379

(1) 
Income
 
1,580

 
2,277

 
3,395

 
6,334

 
Subscriptions/Capital raised
 
4,517

(2) 
6,926

 
6,060

(2) 
8,126

 
Distributions
 
(1,722
)
(3) 
(7,186
)
 
(6,091
)
(3) 
(10,582
)
 
Redemptions 
 
(147
)
 
(665
)
 
(320
)
 
(1,018
)
 
Leverage/Other(4)
 
3,942

 
(2,505
)
 
3,275

 
(3,123
)
 
End of Period
 
$
167,496

(1) 
$
113,116

(1) 
$
167,496

(1) 
$
113,116

(1) 
Change in Private Equity AUM:
 
 
 
 
 
 
 
 
 
Beginning of Period
 
$
48,086

 
$
39,205

 
$
49,908

 
$
37,832

 
Income
 
1,200

 
1,233

 
1,588

 
4,515

 
Subscriptions/Capital raised
 
2,496

(2) 
5,834

 
2,820

(2) 
5,838

 
Distributions
 
(735
)
(3) 
(5,669
)
 
(3,757
)
(3) 
(7,571
)
 
Redemptions
 

 
(19
)
 

 
(19
)
 
Net segment transfers
 
(11
)
 
850

 
(11
)
 
1,062

 
Leverage
 
549

 
(1,221
)
 
1,037

 
(1,444
)
 
End of Period
 
$
51,585

 
$
40,213

 
$
51,585

 
$
40,213

 
Change in Credit AUM:
 
 
 
 
 
 
 
 
 
Beginning of Period
 
$
101,228

 
$
63,535

 
$
100,886

 
$
64,406

 
Income
 
162

 
1,165

 
1,484

 
1,896

 
Subscriptions/Capital raised
 
1,807

(2) 
627

 
2,799

(2) 
1,300

 
Distributions
 
(516
)
 
(1,285
)
 
(1,458
)
 
(2,641
)
 
Redemptions
 
(13
)
 
(356
)
 
(186
)
 
(709
)
 
Net segment transfers
 
(272
)
 
(256
)
 
(498
)
 
(495
)
 
Leverage/Other(4)
 
3,329

 
(1,218
)
 
2,698

 
(1,545
)
 
End of Period
 
$
105,725

 
$
62,212

 
$
105,725

 
$
62,212

 
Change in Real Estate AUM:
 
 
 
 
 
 
 
 
 
Beginning of Period
 
$
8,899

 
$
9,412

 
$
9,289

 
$
8,800

 
Income (loss)
 
202

 
(125
)
 
288

 
(81
)
 
Subscriptions/Capital raised
 
214

 
465

 
441

 
988

 
Distributions
 
(471
)
 
(232
)
 
(876
)
 
(370
)
 
Redemptions (5)
 
(134
)
 
(290
)
 
(134
)
 
(290
)
 
Net segment transfers
 
283

 
309

 
509

 
560

 
Leverage
 
63

 
(66
)
 
(461
)
 
(134
)
 
End of Period
 
$
9,056

 
$
9,473

 
$
9,056

 
$
9,473

 

(1)
As of June 30, 2014 and 2013, March 31, 2014 and 2013, and December 31, 2013 and 2012 includes $1.1 billion, $1.2 billion, $1.1 billion, $2.1 billion, $1.1 billion and $2.3 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within Apollo's three segments.
(2)
For the three and six months ended June 30, 2014, includes $2.5 billion of AUM from co-investment vehicles that was raised in prior periods.
(3)
During the three months ended June 30, 2014, an additional $0.5 billion of cash was received and distributed in connection with two dispositions of fund related investments. This cash was included within distributions for the first quarter of 2014.
(4)
Represents changes in used and available leverage, and includes the changes in NAV on AUM managed by Athene Asset Management that is not sub-advised by Apollo.
(5)
Represents release of unfunded commitments primarily related to two legacy Citi Property Investors ("CPI") real estate funds that were past their investment periods.



15


APOLLO GLOBAL MANAGEMENT, LLC
ASSETS UNDER MANAGEMENT (UNAUDITED)


The following tables summarize changes in total fee-generating AUM and fee-generating AUM for each of Apollo's three segments for the three and six months ended June 30, 2014 and 2013:
 
 
For the 
 Three Months Ended 
 June 30,
 
For the 
 Six Months Ended 
 June 30,
 
 
2014
 
2013
 
2014
 
2013
 
 
(in millions)
Change in Total Fee-Generating AUM:
 
 
 
 
 
 
 
 
Beginning of Period
 
$
128,537

 
$
81,633

 
$
128,368

 
$
81,934

(Loss) Income
 
(111
)
 
2,917

 
786

 
3,090

Subscriptions/Capital raised
 
889

 
1,084

 
2,183

 
2,163

Distributions
 
(1,110
)
 
(4,298
)
 
(2,573
)
 
(5,209
)
Redemptions
 
(9
)
 
(340
)
 
(163
)
 
(710
)
Net movements between Fee-Generating and Non-Fee Generating
 
(629
)
 
256

 
(481
)
 
421

Leverage/Other(1)
 
2,762

 
(1,962
)
 
2,209

 
(2,399
)
End of Period
 
$
130,329

 
$
79,290

 
$
130,329

 
$
79,290

Change in Private Equity Fee-Generating AUM:
 
 
 
 
 
 
 
 
Beginning of Period
 
$
34,207

 
$
27,868

 
$
34,173

 
$
27,932

(Loss) Income
 
(44
)
 
2,070

 
(46
)
 
2,131

Subscriptions/Capital raised
 
131

 
39

 
455

 
43

Distributions
 
(176
)
 
(3,201
)
 
(480
)
 
(3,295
)
Redemptions
 

 
(19
)
 

 
(19
)
Net segment transfers
 
(11
)
 

 
(11
)
 
196

Net movements between Fee-Generating and Non-Fee Generating
 
(508
)
 
(193
)
 
(465
)
 
(190
)
Leverage
 
(45
)
 
(550
)
 
(72
)
 
(784
)
End of Period
 
$
33,554

 
$
26,014

 
$
33,554

 
$
26,014

Change in Credit Fee-Generating AUM:
 
 
 
 
 
 
 
 
Beginning of Period
 
$
88,404

 
$
48,488

 
$
88,249

 
$
49,518

(Loss) Income
 
(139
)
 
923

 
746

 
985

Subscriptions/Capital raised
 
575

 
572

 
1,392

 
1,204

Distributions
 
(484
)
 
(879
)
 
(1,228
)
 
(1,629
)
Redemptions
 
(9
)
 
(321
)
 
(163
)
 
(691
)
Net segment transfers
 
(272
)
 
(259
)
 
(498
)
 
(706
)
Net movements between Fee-Generating and Non-Fee Generating
 
(102
)
 
395

 
1

 
441

Leverage/Other(1)
 
2,807

 
(1,412
)
 
2,281

 
(1,615
)
End of Period
 
$
90,780

 
$
47,507

 
$
90,780

 
$
47,507

Change in Real Estate Fee-Generating AUM:
 
 
 
 
 
 
 
 
Beginning of Period
 
$
5,926

 
$
5,277

 
$
5,946

 
$
4,484

Income (Loss)
 
72

 
(76
)
 
86

 
(26
)
Subscriptions/Capital raised
 
183

 
473

 
336

 
916

Distributions
 
(450
)
 
(218
)
 
(865
)
 
(285
)
Net segment transfers
 
283

 
259

 
509

 
510

Net movements between Fee-Generating and Non-Fee Generating
 
(19
)
 
54

 
(17
)
 
170

End of Period
 
$
5,995

 
$
5,769

 
$
5,995

 
$
5,769


(1)
Represents changes in used and available leverage, and includes the changes in NAV on AUM managed by Athene Asset Management that is not sub-advised by Apollo.




16


APOLLO GLOBAL MANAGEMENT, LLC
FUND PERFORMANCE (UNAUDITED)


Investment Record

The following table summarizes the investment record by segment for Apollo's multi-year drawdown, commitment-based funds and strategic investment accounts (“SIAs”) that have a defined maturity date in which investors make commitments to provide capital at the formation of such funds and deliver capital when called as investment opportunities become available. All amounts are as of June 30, 2014, unless otherwise noted:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of 
 June 30, 2014
 
As of 
 December 31, 2013
 
 
Strategy
 
Vintage
Year
 
Committed
Capital
 
Total Invested
Capital
 
Realized
 
Unrealized(1)
 
Total Value
 
Gross
IRR
 
Net
IRR
 
Gross
IRR
 
Net
IRR
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
Private Equity:(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund VIII
Traditional Private Equity Funds
 
2013
 
$
18,377

 
$
688

 
$

 
$
688

 
$
688

 
NM

(3) 
NM

(3) 
NM

(3) 
NM

(3) 
Fund VII
Traditional Private Equity Funds
 
2008
 
14,677

 
15,102

 
21,580

 
11,034

 
32,614

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

 
12,457

 
14,045

 
7,495

 
21,540

 
14

 
11

 
15

 
12

 
Fund V
Traditional Private Equity Funds
 
2001
 
3,742

 
5,192

 
12,537

 
430

 
12,967

 
61

 
44

 
61

 
44

 
Fund IV
Traditional Private Equity Funds
 
1998
 
3,600

 
3,481

 
6,776

 
26

 
6,802

 
12

 
9

 
12

 
9

 
Fund III
Traditional Private Equity Funds
 
1995
 
1,500

 
1,499

 
2,695

 

 
2,695

 
18

 
11

 
18

 
11

 
Fund I, II & MIA(4)
Traditional Private Equity Funds
 
1990/
1992
 
2,220

 
3,773

 
7,924

 

 
7,924

 
47

 
37

 
47

 
37

 
Subtotal
 
 
 
 
$
54,252

 
$
42,192

 
$
65,557

 
$
19,673

 
$
85,230

 
39
%
(5) 
26
%
(5) 
39
%
(5) 
26
%
(5) 
AION
Other
 
2013
 
825

 
134

 

 
167

 
167

 
NM

(3) 
NM

(3) 
NM

(3) 
NM

(3) 
ANRP
Natural Resources
 
2012
 
1,323

 
475

 
25

 
589

 
614

 
20
%
 
9
%
 
18
%
 
7
%
 
Total Private Equity
 
 
 
 
$
56,400

 
$
42,801

 
$
65,582

 
$
20,429

 
$
86,011

 
 
 
 
 
 
 
 
 
Credit:(6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACRF III (7)
Structured Credit
 
 
$
205

 
$
64

 
$

 
$
106

 
$
106

 
NM

(3) 
NM

(3) 
NM

(3) 
NM

(3) 
COF III (7)
Opportunistic Credit
 
 
1,421

 
651

 
79

 
701

 
780

 
NM

(3) 
NM

(3) 
NM

(3) 
NM

(3) 
FCI II
Structured Credit
 
2013
 
1,555

 
653

 
5

 
678

 
683

 
NM

(3) 
NM

(3) 
NM

(3) 
NM

(3) 
EPF II(8)
Non-Performing Loans
 
2012
 
3,659

 
1,811

 
143

 
2,007

 
2,150

 
28
%
 
10
%
 
NM

(3) 
NM

(3) 
FCI
Structured Credit
 
2012
 
559

 
443

 
170

 
450

 
620

 
14

 
11

 
NM

(3) 
NM

(3) 
AEC
European Credit
 
2012
 
292

 
539

 
389

 
193

 
582

 
17

 
11

 
19
%
 
12
%
 
AIE II(8)
European Credit
 
2008
 
283

 
911

 
1,336

 
107

 
1,443

 
20

 
17

 
20

 
17

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

 
1,611

 
3,871

 
567

 
4,438

 
30

 
27

 
30

 
27

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

 
2,176

 
2,905

 
238

 
3,143

 
14

 
11

 
14

 
11

 
EPF I(8)
Non-Performing Loans
 
2007
 
1,773

 
2,330

 
2,466

 
1,169

 
3,635

 
22

 
17

 
21

 
16

 
ACLF
U.S. Performing Credit
 
2007
 
984

 
1,449

 
2,429

 
187

 
2,616

 
13

 
12

 
13

 
11

 
Total Credit
 
 
 
 
$
13,799

 
$
12,638

 
$
13,793

 
$
6,403

 
$
20,196

 
 
 
 
 
 
 
 
 
Real Estate:(6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AGRE U.S. Real Estate Fund, L.P(9)
Equity
 
2012
 
869

 
530

 
283

 
397

 
680

 
17
%
 
13
%
 
17
%
 
14
%
 
AGRE Debt Fund I, LP
Debt
 
2011
 
957

 
954

 
259

 
838

 
1,097

 
13

 
12

 
13

 
11

 
CPI Capital Partners North America(10)
Equity
 
2006
 
600

 
453

 
350

 
30

 
380

 
16

 
11

 
17

 
13

 
CPI Capital Partners Asia Pacific(10)
Equity
 
2006
 
1,292

 
1,176

 
1,461

 
223

 
1,684

 
35

 
30

 
37

 
33

 
CPI Capital Partners Europe(8)(10)
Equity
 
2006
 
1,591

 
1,050

 
277

 
512

 
789

 
5

 
4

 
2

 
1

 
CPI Other(11)
Equity
 
Various
 
2,399

 
N/A

 
N/A

(11) 
N/A

(11) 
N/A

(11) 
NM

(11) 
NM

(11) 
NM

(11) 
NM

(11) 
Total Real Estate
 
 
 
 
$
7,708

 
$
4,163

 
$
2,630

 
$
2,000

 
$
4,630

 
 
 
 
 
 
 
 
 
  
(1)
Figures include the market values, estimated fair value of certain unrealized investments and capital committed to investments.
(2)
Amounts presented are computed based on actual timing of the funds' cash inflows and outflows.
(3)
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
(4)
Fund I and Fund II were structured such that investments were made from either fund depending on which fund had available capital. Apollo does not differentiate between Fund I and Fund II investments for purposes of performance figures because they are not meaningful on a separate basis and do not demonstrate the progression of returns over time. The general partners and managers of Funds I, II and MIA, as well as the general partner of Fund III were excluded assets in connection with the 2007 reorganization. As a result, Apollo Global Management, LLC did not receive the economics associated with these entities. The investment performance of these funds is presented to illustrate fund performance associated with Apollo's managing partners and other investment professionals.
(5)
Total IRR is calculated based on total cash flows for all funds presented.

17


APOLLO GLOBAL MANAGEMENT, LLC
FUND PERFORMANCE (UNAUDITED)


(6)
The investment record table for the credit and real estate funds and SIAs presented is computed based on the actual dates of capital contributions, distributions and ending limited partners’ capital as of the specified dates.
(7)
Apollo Credit Opportunity Fund III, L.P. ("COF III") and Apollo Structured Recovery Fund III, L.P. ("ACRF III") were launched during 2013 and 2014, respectively, and have not established their vintage year.
(8)
Funds are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.36 as of June 30, 2014.
(9)
AGRE U.S. Real Estate Fund, L.P., a closed-end private investment fund has $154 million of co-invest commitments raised, which are included in the figures in the table above. The co-invest entity within AGRE U.S. Real Estate Fund is denominated in GBP and translated into U.S. dollars at an exchange rate of £1.00 to $1.71 as of June 30, 2014.
(10)
As part of the CPI acquisition, Apollo acquired general partner interests in fully invested funds. The gross and net IRRs are presented in the investment record table above since acquisition on November 12, 2010. The net IRRs from the inception of the respective fund to June 30, 2014 were (7)%, 7% and (7)% for the CPI Capital Partners North America, Asia Pacific and Europe funds, respectively. These net IRRs were primarily achieved during a period in which Apollo did not make the initial investment decisions and Apollo only became the general partner or manager of these funds upon completing the acquisition on November 12, 2010.
(11)
CPI Other consists of funds or individual investments of which Apollo is not the general partner or manager and only receives fees pursuant to either a sub-advisory agreement or an investment management and administrative agreement. CPI Other fund performance is a result of invested capital prior to Apollo’s management of these funds. Return and certain other performance data are therefore not considered meaningful as Apollo performs primarily an administrative role.


Credit

The following table summarizes the investment record for certain funds and SIAs within Apollo's credit segment with no maturity date. All amounts are as of June 30, 2014, unless otherwise noted:
 
 
 
 
 
 
 
Net Return
 
 
Strategy
 
Vintage  Year
 
Net Asset Value as of June 30, 2014
 
Since Inception to June 30, 2014
 
For the Six Months Ended June 30, 2014
 
For the Six Months Ended June 30, 2013
 
Since Inception
to
December 31, 2013
 
For the Year Ended December 31, 2013
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
 
 
ACSF(1)
Opportunistic Credit
 
2011
 
379

 
27
%
(1) 
5
%
(1) 
NM

(1) 
NM

(1) 
NM

(1) 
SOMA(2)
Opportunistic Credit
 
2007
 
745

 
68

 
6

 
3
%
 
58
%
 
9
%
 
ACF(1)
U.S. Performing Credit
 
2005
 
2,299

 
33

(1) 
5

(1) 
NM

(1) 
NM

(1) 
NM

(1) 
Value Funds(3)
Opportunistic Credit
 
2003/2006
 
252

 
74

 

 
6

 
74

 
5

 
Totals
 
 
 
 
$
3,675

 

 
 
 
 
 
 
 
 
 

(1)
As part of the Stone Tower acquisition, Apollo acquired the manager of Apollo Credit Strategies Master Fund Ltd. (“ACSF”) and Apollo Credit Master Fund Ltd. (“ACF”). The net returns are presented in the investment record table above since acquisition on April 2, 2012. As of June 30, 2014, the net returns from inception for ACSF and ACF were 44% and 8% respectively. These returns were primarily achieved during a period in which Apollo did not make the initial investment decisions. Apollo became the manager of these funds upon completing the acquisition on April 2, 2012.
(2)
Net asset value and returns are for the primary mandate and excludes Apollo Special Opportunities Managed Account, L.P.’s (“SOMA”) investments in other Apollo funds.
(3)
Value Funds consist of Apollo Strategic Value Master Fund, L.P., together with its feeder funds, and Apollo Value Investment Master Fund, L.P., together with its feeder funds.


18


APOLLO GLOBAL MANAGEMENT, LLC
FUND PERFORMANCE (UNAUDITED)


The following table summarizes the investment record for publicly traded vehicles that Apollo manages by segment as of June 30, 2014:
 
 
 
 
 
 
 
 
 
 
 
Total Returns(1)
 
 
Strategy
 
IPO 
Year(2)      
 
Raised 
Capital(3)      
 
Gross 
Assets    
 
Current 
Net Asset 
Value    
 
Since Inception to
June 30,
2014
 
For the Six Months Ended June 30, 2014
 
For the Six Months Ended June 30, 2013
 
Since Inception to December 31,
2013
 
For the Year Ended December 31,
2013
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
 
 
Private Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AAA(4)
Other
 
2006
 
$
1,823

 
$
2,148

 
$
2,145

 
60
%
 
13
%
 
42
 %
 
41
%
 
91
%
 
Credit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AIF(5)
U.S. Performing Credit
 
2013
 
276

 
426

 
288

 
NM

(6) 
NM

(6) 
NM

(6) 
NM

(6) 
NM

(6) 
AFT(5)
U.S. Performing Credit
 
2011
 
295

 
448

 
299

 
13

 
3

 
8

 
10

 
3

 
AMTG
Structured Credit
 
2011
 
791

 
3,895

 
797

 
29

 
19


(12
)

8


(17
)

AINV (7)
Opportunistic Credit
 
2004
 
3,080

 
3,642

 
2,050

 
65

 
6

 
(3
)
 
55

 
12

 
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ARI
Debt
 
2009
 
879

 
1,466

 
850

 
28

 
6

 
3

 
20

 
10


Totals
 
 
 
 
$
7,144

 
$
12,025

 
$
6,429

 
 
 
 
 
 
 
 
 
 
 

(1)
Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commissions.
(2)
An initial public offering ("IPO") year represents the year in which the vehicle commenced trading on a national securities exchange. Apollo Tactical Income Fund Inc. (“AIF”), Apollo Senior Floating Rate Fund Inc. ("AFT"), Apollo Residential Mortgage, Inc. ("AMTG") and Apollo Commercial Real Estate Finance, Inc. ("ARI") are publicly traded vehicles traded on the New York Stock Exchange ("NYSE"). Apollo Investment Corporation ("AINV") is a public company traded on the National Association of Securities Dealers Automated Quotation. AAA is a publicly traded vehicle traded on Euronext Amsterdam.
(3)
Amounts represent raised capital net of offering and issuance costs.
(4)
AAA is the sole limited partner in AAA Investments, L.P. (“AAA Investments”). Athene was AAA Investments’ only investment as of June 30, 2014. During the second quarter of 2014, Athene Holding Ltd. raised $1.218 billion of net equity commitments (the “Athene Private Placement”) primarily from third-party institutional investors, certain existing investors in Athene, and employees of Athene and its affiliates (the “Athene Private Placement”). As of June 30, 2014, AAA Investments' ownership stake in Athene was reduced as a result of the Athene Private Placement and the issuance of 3.7 million unrestricted common shares of Athene Holding Ltd. under Athene’s management equity plan resulting in an approximate 47.8% economic ownership stake (calculated as if the commitments in the Athene Private Placement closed through June 30, 2014 were fully drawn down but without giving effect to (i) restricted common shares issued under Athene’s management equity plan, (ii) the conversion to common shares of AAA Investments’ note receivable from Athene, or (iii) common shares to be issued under the amended AAA services agreement or the amended Athene services agreement) and effectively 45% of the voting power of Athene.
(5)
Gross Assets presented for AFT and AIF represents total managed assets of these closed-end funds.
(6)
Returns have not been presented as the publicly traded vehicle commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
(7)
Refer to www.apolloic.com for the most recent financial information on AINV. The information contained on AINV’s website is not part of this press release. All amounts are as of March 31, 2014 except for total returns.

Athene and SIAs
As of June 30, 2014, Athene Asset Management, L.P. had $61.0 billion of total AUM in accounts owned by or related to Athene, of which approximately $10.4 billion, was either sub-advised by Apollo or invested in Apollo funds and investment vehicles. Of the approximately $10.4 billion of assets, the vast majority were in sub-advisory managed accounts that manage high grade credit asset classes, such as collateralized loan obligation ("CLO") debt, commercial mortgage backed securities, and insurance-linked securities.
Apollo also manages CLOs within Apollo's credit segment, with such CLOs representing a total AUM of approximately $10.6 billion as of June 30, 2014. Such CLO performance information is not included in the above investment record tables.
As of June 30, 2014, Apollo managed approximately $15 billion of total AUM in SIAs, which include certain SIAs in the investment record tables above and capital deployed from certain SIAs across Apollo's private equity, credit and real estate funds. The above investment record tables exclude certain funds with an aggregate AUM of approximately $6.2 billion as of June 30, 2014 because management deemed them to be immaterial.

19


APOLLO GLOBAL MANAGEMENT, LLC
SUPPLEMENTAL SEGMENT INFORMATION (UNAUDITED)


Supplemental Segment Information
Dollars Invested
The following table summarizes by segment the dollars invested for funds and SIAs with a defined maturity date and certain funds and SIAs in Apollo's real estate debt strategy during the specified reporting periods:

 
For the 
 Three Months Ended 
 June 30,
 
For the 
 Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Private Equity
$
413

 
$
177

 
$
969

 
$
1,368

Credit
1,010

 
474

 
2,739

 
1,609

Real Estate (1)
882

 
828

 
1,376

 
1,676

Total dollars invested
$
2,305

 
$
1,479

 
$
5,084

 
$
4,653

(1)
Included in dollars invested is $793 million and $1,177 million for the three and six months ended June 30, 2014, respectively, and $713 million and $1,347 million for the three and six months ended June 30, 2013, respectively, for funds in Apollo's real estate debt strategy.
Uncalled Commitments
The following table summarizes the uncalled commitments by segment during the specified reporting periods:
 
 
As of  
 June 30, 
 2014
 
As of  
 June 30, 
 2013
 
As of December 31,
 2013
 
(in millions)
Private Equity
$
23,538

 
$
13,026

 
$
23,689

Credit
7,447

 
5,829

 
7,113

Real Estate
875

 
1,020

 
971

Total Uncalled Commitments(1)(2)
$
32,941

 
$
21,092

 
$
32,852

(1)
As of June 30, 2014 and 2013 and December 31, 2013, includes $1.1 billion, $1.2 billion and $1.1 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within Apollo's three segments.
(2)
As of June 30, 2014 and 2013 and December 31, 2013, $29.2 billion, $19.4 billion, and $29.5 billion, respectively, represents the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements.
Cost and Fair Value of Apollo's Funds’ Investments by Segment
The following table provides a summary of the cost and fair value of Apollo's funds’ investments by segment for the funds and SIAs listed in the investment record tables:
 
As of  
 June 30, 
 2014
 
As of
June 30, 
 2013
 
As of December 31,
2013
 
 
(in millions)
 
Private Equity:
 
 
 
 
 
 
Cost
$
14,300

 
$
15,807

 
$
14,213

 
Fair Value
22,575

 
24,019

 
23,432

 
Credit:
 
 
 
 
 
 
Cost
$
17,304

(1) 
$
14,651

(2) 
$
15,262

(2) 
Fair Value
17,672

(1) 
15,264

(2) 
16,177

(2) 
Real Estate:
 
 
 
 
 
 
Cost
$
3,456

 
$
3,100

(2) 
$
3,073

(2) 
Fair Value
3,351

 
2,915

(2) 
2,966

(2) 
(1)
AINV cost and fair value amounts are as of March 31, 2014.
(2)
Prior periods have been restated to conform to current presentation.
As of June 30, 2014, approximately 70% of the value of Apollo's funds' investments on a gross basis were determined using market-based valuation methods (i.e., reliance on broker or listed exchange quotes) and the remaining 30% were determined primarily by comparable company and industry multiples or discounted cash flow models. For Apollo's private equity, credit and real estate segments, the percentages determined using market-based valuation methods as of June 30, 2014 were 50%, 82% and 51%, respectively.

20


APOLLO GLOBAL MANAGEMENT, LLC
CARRIED INTEREST RECEIVABLE AND CARRIED INTEREST INCOME
(LOSS) SUMMARY (UNAUDITED)


The table below presents an analysis of Apollo's (i) carried interest receivable on an unconsolidated basis and (ii) realized and unrealized carried interest income (loss) for Apollo's combined segments’ Incentive Business as of and for the three and six months ended June 30, 2014:
 
As of 
 June 30, 2014
 
For the Three Months Ended 
 June 30, 2014
 
For the Six Months Ended
June 30, 2014
 
Carried Interest Receivable on an Unconsolidated Basis
 
Unrealized
Carried
Interest
Income
(Loss)
 
Realized
Carried
Interest
Income
 
Total
Carried
Interest
Income 
(Loss)
 
Unrealized
Carried
Interest
Income
(Loss)
 
Realized
Carried
Interest
Income
 
Total
Carried
Interest
Income 
(Loss)
 
(in millions)
Private Equity Funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund VII
$
999.0

 
$
216.2

 
$
30.5

 
$
246.7

 
$
98.9

 
$
289.6

 
$
388.5

Fund VI
342.2

 
(184.2
)
 
136.1

 
(48.1
)
 
(359.8
)
 
247.8

 
(112.0
)
Fund V
41.4

 
(12.9
)
 
13.3

 
0.4

 
(1.7
)
 
23.8

 
22.1

Fund IV
5.3

 
(0.2
)
 

 
(0.2
)
 
(2.5
)
 

 
(2.5
)
AAA/Other (1)(2)
189.7

 
(29.3
)
 
18.1

 
(11.2
)
 
(38.9
)
 
33.7

 
(5.2
)
Total Private Equity Funds
1,577.6

 
(10.4
)
 
198.0

 
187.6

 
(304.0
)
 
594.9

 
290.9

Credit Funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Performing Credit
149.0

 
(9.6
)
 
25.0

 
15.4

 
(8.5
)
 
42.5

 
34.0

Opportunistic Credit
53.9

 
5.7

 
3.6

 
9.3

 
20.8

 
4.6

 
25.4

Structured Credit
58.5

 
(3.3
)
 
4.0

 
0.7

 
3.7

 
4.0

 
7.7

European Credit
14.4

 
(3.7
)
 
5.4

 
1.7

 
(0.5
)
 
8.7

 
8.2

Non-Performing Loans
177.9

 
58.1

 
1.7

 
59.8

 
23.8

 
45.7

 
69.5

Total Credit Funds
453.7

 
47.2

 
39.7

 
86.9

 
39.3

 
105.5

 
144.8

Real Estate Funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
CPI Funds
6.6

 
2.6

 
0.6

 
3.2

 
1.3

 
0.6

 
1.9

AGRE U.S. Real Estate Fund, L.P.
8.7

 
(0.9
)
 
2.7

 
1.8

 
0.3

 
2.7

 
3.0

Other
3.2

 
(0.8
)
 
0.7

 
(0.1
)
 
(1.0
)
 
0.7

 
(0.3
)
Total Real Estate Funds
18.5

 
0.9

 
4.0

 
4.9

 
0.6

 
4.0

 
4.6

Total
$
2,049.8

(3) 
$
37.7

 
$
241.7

 
$
279.4

 
$
(264.1
)
 
$
704.4

 
$
440.3

(1)
Includes certain strategic investment accounts.
(2)
Includes $121.3 million of carried interest receivable from AAA Investments which will be paid in common shares of Athene Holding Ltd. (valued at the then fair market value) if there is a distribution in kind of shares of Athene Holding Ltd. (unless such payment in shares would violate Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended), or paid in cash if AAA sells the shares of Athene Holding Ltd.
(3)
There was a corresponding profit sharing payable of $963.9 million as of June 30, 2014 that resulted in a net carried interest receivable on an unconsolidated basis of $1,085.9 million as of June 30, 2014. Included within profit sharing payable are contingent consideration obligations of $115.2 million.



21


APOLLO GLOBAL MANAGEMENT, LLC
SUPPLEMENTAL SHARE INFORMATION (UNAUDITED)


The table below presents Non-GAAP weighted average diluted shares outstanding for the three and six months ended June 30, 2014 and 2013:
 
For the 
 Three Months Ended 
 June 30,
 
For the 
 Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
Total GAAP Weighted Average Outstanding Class A Shares:
 
 
 
 
 
 
 
Basic
152,852,427

 
137,289,147

 
150,328,495

 
134,285,776

Non-GAAP Adjustments:
 
 
 
 
 
 
 
AOG units
225,725,411

 
235,470,768

 
227,331,084

 
237,722,872

Vested RSUs(1)
21,142,309

 
20,948,076

 
21,263,534

 
20,894,686

Non-GAAP Weighted Average Diluted Shares Outstanding
399,720,147

 
393,707,991

 
398,923,113

 
392,903,334

(1)
Vested RSUs presented have not yet been issued in the form of Class A shares. As a result, the amount of vested RSUs indicated has been excluded from the outstanding Class A share basic and diluted amounts.

The table below presents Non-GAAP diluted shares outstanding as of June 30, 2014 and 2013:
 
As of  
 June 30,
 
2014
 
2013
Total GAAP Outstanding Class A Shares:
 
 
 
Basic
156,296,748

 
141,722,471

Non-GAAP Adjustments:
 
 
 
AOG units
222,736,477

 
231,230,636

Vested RSUs(1)
21,573,419

 
22,518,436

Non-GAAP Diluted Shares Outstanding
400,606,644

 
395,471,543

(1)
Vested RSUs presented have not yet been issued in the form of Class A shares. As a result, the amount of vested RSUs indicated has been excluded from the outstanding Class A share basic and diluted amounts.

Note: In addition to fully diluted shares outstanding above, there were approximately 4.3 million and 4.2 million unvested RSUs that participate in distributions as of June 30, 2014 and 2013, respectively.


22


APOLLO GLOBAL MANAGEMENT, LLC
NON-GAAP FINANCIAL INFORMATION AND DEFINITIONS (UNAUDITED)


Non-GAAP Financial Information
Apollo discloses the following financial measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America (“Non-GAAP”):
 
Economic Net Income, or ENI, as well as ENI After Taxes are key performance measures used by management in evaluating the performance of Apollo’s private equity, credit and real estate segments. Management also believes the components of ENI such as the amount of management fees, advisory and transaction fees and carried interest income are indicative of Apollo’s performance. Management uses these performance measures in making key operating decisions such as the following:
 
 
Decisions related to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
 
 
Decisions related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; and
 
 
Decisions 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 shareholders by providing such individuals a profit sharing interest in the carried interest income earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on Apollo's performance and growth for the year.
These measures of profitability have certain limitations in that they do not take into account certain items included under U.S. GAAP. ENI represents segment income (loss) attributable to Apollo Global Management, LLC, which excludes the impact of (i) non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of AOG units, (ii) income tax expense, (iii) amortization of intangibles associated with the 2007 reorganization as well as acquisitions, (iv) Non-Controlling Interests excluding the remaining interest held by certain individuals who receive an allocation of income from certain of our credit management companies and (v) non-cash revenue and expense related to equity awards granted by unconsolidated affiliates to employees of the Company. In addition, segment data excludes the assets, liabilities and operating results of the funds and VIEs that are included in the consolidated financial statements.
 
ENI After Taxes represents ENI adjusted to reflect income tax provision on ENI that has been calculated assuming that all income is allocated to Apollo Global Management, LLC, which would occur following an exchange of all AOG units for Class A shares of Apollo Global Management, LLC. The assumptions and methodology impact the implied income tax provision which is consistent with those methodologies and assumptions used in calculating the income tax provision for Apollo’s consolidated statements of operations under U.S. GAAP, with the exception of including the benefit of tax deductions in excess of GAAP deductions from share-based arrangements. We believe this measure is more consistent with how we assess the performance of our segments which is described above in our definition of ENI.

Non-GAAP Weighted Average Diluted Shares Outstanding is calculated using the GAAP Weighted Average Outstanding Class A Shares plus Non-GAAP adjustments assuming (i) the exchange of all of the AOG units for 225,725,411 Class A shares and (ii) the settlement of the weighted average vested RSUs in the form of Class A shares during the period. Management uses this measure in determining ENI After Taxes per share.

Non-GAAP Diluted Shares Outstanding is calculated using the GAAP Outstanding Class A Shares plus Non-GAAP adjustments assuming (i) the exchange of all of the AOG units for 222,736,477 Class A shares and (ii) the settlement of the vested RSUs in the form of Class A shares during the period. Management uses this measure, taking into account the unvested RSUs that participate in distributions, in determining our Class A shares eligible for cash distributions.
 
Distributable Earnings, or DE, as well as DE After Taxes and Related Payables are derived from our segment reported results, and are supplemental measures to assess performance and amounts available for distribution to Class A shareholders, holders of RSUs that participate in distributions and holders of AOG units. DE represents the amount of net realized earnings without the effects of the consolidation of any of the affiliated funds. DE, which is a component of ENI, is the sum across all segments of (i) total management fees and advisory and transaction fees,

23


APOLLO GLOBAL MANAGEMENT, LLC
NON-GAAP FINANCIAL INFORMATION AND DEFINITIONS (UNAUDITED)


excluding monitoring fees received from Athene based on its capital and surplus (as defined in Apollo's transaction advisory services agreement with Athene), (ii) realized carried interest income, and (iii) realized investment income, less (i) compensation expense, excluding the expense related to equity-based awards, (ii) realized profit sharing expense, and (iii) non-compensation expenses, excluding depreciation and amortization expense. DE after taxes and related payables represents DE less estimated current corporate, local and non-U.S. taxes as well as the payable under Apollo's tax receivable agreement.

Assets Under Management, or AUM, refers to the assets we manage for the funds, partnerships and accounts to which we provide investment management services, including, without limitation, capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our AUM equals the sum of:

(i)
the fair value of the investments of the private equity funds, partnerships and accounts we manage plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments;
(ii)
the net asset value, or “NAV,” of the credit funds, partnerships and accounts for which we provide investment management services, other than certain collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”), which have a fee generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments;
(iii)
the gross asset value or net asset value of the real estate funds, partnerships and accounts we manage, and the structured portfolio company investments of the funds, partnerships and accounts we manage, which includes the leverage used by such structured portfolio company investments;
(iv)
the incremental value associated with the reinsurance investments of the portfolio company assets we manage; and
(v)
the fair value of any other assets that we manage for the funds, partnerships and accounts to which we provide investment management services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above.
Our AUM measure includes Assets Under Management for which we charge either no or nominal fees. Our definition of AUM is not based on any definition of Assets Under Management contained in our operating agreement or in any of our Apollo fund management agreements. We consider multiple factors for determining what should be included in our definition of AUM. Such factors include but are not limited to (1) our ability to influence the investment decisions for existing and available assets; (2) our ability to generate income from the underlying assets in our funds; and (3) the AUM measures that we use internally or believe are used by other investment managers. Given the differences in the investment strategies and structures among other alternative investment managers, our calculation of AUM may differ from the calculations employed by other investment managers and, as a result, this measure may not be directly comparable to similar measures presented by other investment managers.
We use AUM as a performance measurement of our investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs.
 
Fee-generating AUM consists of assets we manage for the funds, partnerships and accounts to which we provide investment management services and on which we earn management fees, monitoring fees pursuant to management or other fee agreements on a basis that varies among the Apollo funds, partnerships and accounts we manage. Management fees are normally based on “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted cost of all unrealized portfolio investments,” “capital commitments,” “adjusted assets,” “stockholders’ equity,” “invested capital” or “capital contributions,” each as defined in the applicable management agreement. Monitoring fees, also referred to as advisory fees, with respect to the structured portfolio company investments of the funds, partnerships and accounts we manage, are generally based on the total value of such structured portfolio company investments, which normally includes leverage, less any portion of such total value that is already considered in fee-generating AUM.



24


APOLLO GLOBAL MANAGEMENT, LLC
NON-GAAP FINANCIAL INFORMATION AND DEFINITIONS (UNAUDITED)


Non-fee generating AUM consists of assets that do not produce management fees or monitoring fees. These assets generally consist of the following:

(i)
fair value above invested capital for those funds that earn management fees based on invested capital;
(ii)
net asset values related to general partner and co-investment ownership;
(iii)
unused credit facilities;
(iv)
available commitments on those funds that generate management fees on invested capital;
(v)
structured portfolio company investments that do not generate monitoring fees; and
(vi)
the difference between gross asset and net asset value for those funds that earn management fees based on net asset value. 

Carry Eligible AUM refers to the AUM that may eventually produce carried interest income. All funds for which we are entitled to receive a carried interest income allocation are included in Carry Eligible AUM, which consists of the following:

Carry Generating AUM refers to funds' invested capital that is currently above its hurdle rate or preferred return, and the funds' profit is allocated to the general partner in accordance with the applicable limited partnership agreements or other governing agreements.

AUM Not Currently Generating Carry refers to funds' invested capital that is currently below its hurdle rate or preferred return.

Uninvested Carry Eligible AUM refers to available capital for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements that are not currently part of the NAV or fair value of investments that may eventually produce carried interest income, which would be allocated to the general partner.
We use non-fee generating AUM combined with fee-generating AUM as a performance measurement of our investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs. Non-fee generating AUM includes assets on which we could earn carried interest income.
 
Dollars invested is the aggregate amount of capital, including capital commitments from the limited partner investors in our funds, that have been invested by our multi-year drawdown, commitment-based funds and SIAs that have a defined maturity date and for funds and SIAs in our real estate debt strategy during a given period, which we believe is a useful supplemental measure because it provides shareholders with information about the capital deployed for investment opportunities in a given period.

Uncalled commitments represents unfunded capital commitments that certain of Apollo’s funds and SIAs have received from limited partners to fund future or current investments and expenses, which we believe is a useful supplemental measure because it provides shareholders with information about the unfunded capital commitments available to be deployed for future or current investments and expenses for our private equity funds.

“Gross IRR” of a private equity fund represents the cumulative investment-related cash flows for all of the investors in the fund on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on June 30, 2014 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, carried interest and certain other fund expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors.

“Net IRR” of a private equity fund means the gross IRR applicable to all investors, including related parties which may not pay fees, net of management fees, organizational expenses, transaction costs, and certain other fund expenses (including interest incurred by the fund itself). The realized and the estimated unrealized value is adjusted such that a percentage of up to 20.0% of the unrealized gain is allocated to the general partner, thereby reducing the balance attributable to fund investors carried interest all offset to the extent of interest income, and measures returns based on amounts that, if distributed, would be paid to investors of the fund to the extent that a private equity fund exceeds all requirements detailed within the applicable fund agreement.

25