Form 8-K Apollo Global Management For: Nov 07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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November 7, 2014
Date of Report (Date of earliest event reported)
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Apollo Global Management, LLC
(Exact name of registrant as specified in its charter)
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Delaware
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001-35107
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20-8880053
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer
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Identification Number)
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9 West 57th Street, 43rd Floor
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New York, New York 10019
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(Address of principal executive offices) (Zip Code)
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(212) 515-3200
(Registrants telephone number, including area code)
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N/A
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01
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Regulation FD Disclosure.
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On November 7, 2014, Apollo Global Management, LLC (the Company) filed its quarterly report on Form 10-Q for the three month period ended September 30, 2014.��Pursuant to that certain indenture, dated as of May 30, 2014, as supplemented, among Apollo Management Holdings, L.P. (AMH), the guarantors named therein (collectively with AMH, the Credit Parties) and Wells Fargo Bank, National Association, as trustee, attached as Exhibit 99.1 is a copy of the unaudited reconciliation indicating the differences between the financial information of the Company and the financial information of the Credit Parties and their subsidiaries on a combined and consolidated basis, taken as a whole.
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The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 7.01, Regulation FD Disclosure and Item 9.01 Financial Statements and Exhibits of Form 8-K.��As such, the information (including the exhibit) herein shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01�
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Financial Statements and Exhibits.
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(d)�������Exhibits
Exhibit No.
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Description
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99.1
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Unaudited reconciliation of financial data.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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APOLLO GLOBAL MANAGEMENT, LLC
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Date:� November 7, 2014
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By:
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/s/ Martin Kelly | � |
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Martin Kelly
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Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT 99.1
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UNAUDITED RECONCILIATION OF FINANCIAL DATA
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The following tables present the historical unaudited financial information for the Apollo Operating Group as of and for the three and nine month periods ended September�30, 2014. The Apollo Operating Group does not report audited or unaudited financial information on a stand-alone basis. Accordingly, the financial data presented herein for the Apollo Operating Group has been reconciled to Apollo Global Management, LLCs financial statements for the relevant periods.
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For The Three Months Ended September�30, 2014
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Total�Apollo
Operating�Group
Consolidated
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VIE and
Consolidated
Funds
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Other(1)
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Total Apollo
Global
Management,
LLC
Consolidated
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(dollars in thousands)
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Statement of Operations
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� | � | � | � | � | � | � | � | � | � | � | � | ||||
Revenues:
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� | � | � | � | � | � | � | � | � | � | � | � | ||||
Advisory and transaction fees from affiliates, net
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� | $ | 71,321 | � | � | $ | � | � | $ | (250 | ) | � | $ | 71,071 | � | |
Management fees from affiliates
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� | � | 224,306 | � | � | � | (31 | ) | � | � | (16,978 | ) | � | � | 207,297 | � |
Carried interest income from affiliates
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� | � | (57,973 | ) | � | � | � | � | � | 740 | � | � | � | (57,233 | ) | |
Total Revenues
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� | � | 237,654 | � | � | � | (31 | ) | � | � | (16,488 | ) | � | � | 221,135 | � |
Expenses:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Compensation and benefits:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Equity-based compensation
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� | � | 13,987 | � | � | � | � | � | � | � | � | � | 13,987 | � | ||
Salary, bonus and benefits
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� | � | 90,402 | � | � | � | � | � | � | � | � | � | 90,402 | � | ||
Profit sharing expense
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� | � | (5,804 | ) | � | � | � | � | � | � | � | � | (5,804 | ) | ||
Total Compensation and Benefits
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� | � | 98,585 | � | � | � | � | � | � | � | � | � | 98,585 | � | ||
Interest expense
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� | � | 7,389 | � | � | � | � | � | � | � | � | � | 7,389 | � | ||
Professional fees
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� | � | 17,578 | � | � | � | 358 | � | � | � | � | � | � | 17,936 | � | |
General, administrative and other
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� | � | 23,372 | � | � | � | 280 | � | � | � | � | � | � | 23,652 | � | |
Placement fees
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� | � | 8,760 | � | � | � | � | � | � | � | � | � | 8,760 | � | ||
Occupancy
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� | � | 9,916 | � | � | � | � | � | � | � | � | � | 9,916 | � | ||
Depreciation and amortization
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� | � | 10,894 | � | � | � | � | � | � | 256 | � | � | � | 11,150 | � | |
Total Expenses
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� | � | 176,494 | � | � | � | 638 | � | � | � | 256 | � | � | � | 177,388 | � |
Other Income:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Net gains from investment activities
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� | � | 115 | � | � | � | (103 | ) | � | � | � | � | � | 12 | � | |
Net gains from investment activities of consolidated
�����variable interest entities
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� | � | � | � | � | (115,337 | ) | � | � | 16,489 | � | � | � | (98,848 | ) | |
Income (loss) from equity method investments
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� | � | 4,426 | � | � | � | � | � | � | 19 | � | � | � | 4,445 | � | |
Interest income
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� | � | 1,880 | � | � | � | 363 | � | � | � | � | � | � | 2,243 | � | |
Other income, net
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� | � | 10,012 | � | � | � | � | � | � | 1 | � | � | � | 10,013 | � | |
Total Other Income
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� | � | 16,433 | � | � | � | (115,077 | ) | � | � | 16,509 | � | � | � | (82,135 | ) |
Income before income tax provision
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� | � | 77,593 | � | � | � | (115,746 | ) | � | � | (235 | ) | � | � | (38,388 | ) |
Income tax provision
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� | � | (1,285 | ) | � | � | � | � | � | (28,091 | ) | � | � | (29,376 | ) | |
Net Income
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� | � | 76,308 | � | � | � | (115,746 | ) | � | � | (28,326 | ) | � | � | (67,764 | ) |
Net income attributable to Non-controlling Interests
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� | � | (45,752 | ) | � | � | 115,726 | � | � | � | � | � | � | 69,974 | � | |
Net Income Attributable to Apollo Global
���� Management, LLC
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� | $ | 30,556 | � | � | $ | (20 | ) | � | $ | (28,326 | ) | � | $ | 2,210 | � |
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Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group.
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For The Nine Months Ended September�30, 2014
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Total�Apollo
Operating�Group
Consolidated
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VIE and
Consolidated
Funds
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Other(1)
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Total Apollo
Global
Management,
LLC
Consolidated
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(dollars in thousands)
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Statement of Operations
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Revenues:
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� | � | � | � | � | � | � | � | � | � | � | � | ||||
Advisory and transaction fees from affiliates, net
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� | $ | 248,172 | � | � | $ | � | � | $ | (250 | ) | � | $ | 247,922 | � | |
Management fees from affiliates
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� | � | 689,575 | � | � | � | (91 | ) | � | � | (45,976 | ) | � | � | 643,508 | � |
Carried interest income (loss) from affiliates
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� | � | 400,890 | � | � | � | � | � | � | (7,633 | ) | � | � | 393,257 | � | |
Total Revenues
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� | � | 1,338,637 | � | � | � | (91 | ) | � | � | (53,859 | ) | � | � | 1,284,687 | � |
Expenses:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Compensation and benefits:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Equity-based compensation
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� | � | 101,676 | � | � | � | � | � | � | � | � | � | 101,676 | � | ||
Salary, bonus and benefits
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� | � | 260,764 | � | � | � | � | � | � | � | � | � | 260,764 | � | ||
Profit sharing expense
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� | � | 258,933 | � | � | � | � | � | � | � | � | � | 258,933 | � | ||
Total Compensation and Benefits
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� | � | 621,373 | � | � | � | � | � | � | � | � | � | 621,373 | � | ||
Interest expense
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� | � | 15,027 | � | � | � | � | � | � | � | � | � | 15,027 | � | ||
Professional fees
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� | � | 56,502 | � | � | � | 1,097 | � | � | � | � | � | � | 57,599 | � | |
General, administrative and other
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� | � | 72,779 | � | � | � | 842 | � | � | � | � | � | � | 73,621 | � | |
Placement fees
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� | � | 14,035 | � | � | � | � | � | � | � | � | � | 14,035 | � | ||
Occupancy
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� | � | 30,237 | � | � | � | � | � | � | � | � | � | 30,237 | � | ||
Depreciation and amortization
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� | � | 33,192 | � | � | � | � | � | � | 792 | � | � | � | 33,984 | � | |
Total Expenses
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� | � | 843,145 | � | � | � | 1,939 | � | � | � | 792 | � | � | � | 845,876 | � |
Other Income (Loss):
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Net income (loss) from investment activities
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� | � | 8,948 | � | � | � | 204,938 | � | � | � | � | � | � | 213,886 | � | |
Net gains (losses) from investment activities of
���� consolidated variable interest entities
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� | � | � | � | � | (61,135 | ) | � | � | 53,447 | � | � | � | (7,688 | ) | |
Income (loss) from equity method investments
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� | � | 64,047 | � | � | � | � | � | � | (5,991 | ) | � | � | 58,056 | � | |
Interest income (loss)
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� | � | 7,263 | � | � | � | 1,033 | � | � | � | 1 | � | � | � | 8,297 | � |
Other income (loss), net
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� | � | 27,229 | � | � | � | � | � | � | 2,553 | � | � | � | 29,782 | � | |
Total Other Income (Loss)
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� | � | 107,487 | � | � | � | 144,836 | � | � | � | 50,010 | � | � | � | 302,333 | � |
Income (Loss) Before Income Tax Benefit (Provision)
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� | � | 602,979 | � | � | � | 142,806 | � | � | � | (4,641 | ) | � | � | 741,144 | � |
Income tax benefit (provision)
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� | � | (8,079 | ) | � | � | � | � | � | (88,883 | ) | � | � | (96,962 | ) | |
Net Income (Loss)
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� | � | 594,900 | � | � | � | 142,806 | � | � | � | (93,524 | ) | � | � | 644,182 | � |
Net income (loss) attributable to Non-controlling
�� � Interests
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� | � | (361,341 | ) | � | � | (136,815 | ) | � | � | 21 | � | � | � | (498,135 | ) |
Net Income (Loss) Attributable to Apollo
���� Global Management, LLC
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� | $ | 233,559 | � | � | $ | 5,991 | � | � | $ | (93,503 | ) | � | $ | 146,047 | � |
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Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group.
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As of September�30, 2014
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Total Apollo
Operating�Group
Consolidated
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VIE and
Consolidated
Funds
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Other(1)
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Total Apollo
Global
Management,
LLC
Consolidated
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(dollars in thousands)
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Statement of Financial Data
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Assets:
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� | � | � | � | � | � | � | � | � | � | � | � | ||||
Cash and cash equivalents
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� | $ | 1,412,121 | � | � | $ | � | � | $ | 177 | � | � | $ | 1,412,298 | � | |
Cash and cash equivalents held at Consolidated Funds
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� | � | � | � | � | 685 | � | � | � | � | � | � | 685 | � | ||
Restricted cash
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� | � | 7,520 | � | � | � | � | � | � | � | � | � | 7,520 | � | ||
Investments
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� | � | 822,342 | � | � | � | 2,177,282 | � | � | � | (131,300 | ) | � | � | 2,868,324 | � |
Assets of consolidated variable interest entities
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Cash and cash equivalents
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� | � | � | � | � | 901,910 | � | � | � | � | � | � | 901,910 | � | ||
Investments, at fair value
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� | � | � | � | � | 15,758,591 | � | � | � | (1,548 | ) | � | � | 15,757,043 | � | |
Other assets
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� | � | � | � | � | 569,012 | � | � | � | (692 | ) | � | � | 568,320 | � | |
Carried interest receivable
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� | � | 1,481,897 | � | � | � | � | � | � | (49,623 | ) | � | � | 1,432,274 | � | |
Due from Affiliates
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� | � | 321,016 | � | � | � | � | � | � | (74,985 | ) | � | � | 246,031 | � | |
Fixed assets, net
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� | � | 36,085 | � | � | � | � | � | � | 688 | � | � | � | 36,773 | � | |
Deferred tax assets
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� | � | 16,260 | � | � | � | � | � | � | 642,612 | � | � | � | 658,872 | � | |
Other assets
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� | � | 74,178 | � | � | � | 6,312 | � | � | � | 9,194 | � | � | � | 89,684 | � |
Goodwill
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� | � | 88,852 | � | � | � | � | � | � | (39,609 | ) | � | � | 49,243 | � | |
Intangible assets, net
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� | � | 68,628 | � | � | � | � | � | � | � | � | � | 68,628 | � | ||
Total Assets
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� | $ | 4,328,899 | � | � | $ | 19,413,792 | � | � | $ | 354,914 | � | � | $ | 24,097,605 | � |
Liabilities and Shareholders Equity
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Liabilities:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Accounts payable and accrued expenses
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� | $ | 49,519 | � | � | $ | 523 | � | � | $ | 26,038 | � | � | $ | 76,080 | � |
Accrued compensation and benefits
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� | � | 119,349 | � | � | � | � | � | � | � | � | � | 119,349 | � | ||
Deferred revenue
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� | � | 316,177 | � | � | � | � | � | � | � | � | � | 316,177 | � | ||
Due to affiliates
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� | � | 41,646 | � | � | � | 2,500 | � | � | � | 539,171 | � | � | � | 583,317 | � |
Profit sharing payable
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� | � | 755,322 | � | � | � | � | � | � | � | � | � | 755,322 | � | ||
Debt
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� | � | 1,015,952 | � | � | � | � | � | � | � | � | � | 1,015,952 | � | ||
Liabilities of consolidated variable interest entities:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Debt, at fair value
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� | � | � | � | � | 14,110,993 | � | � | � | (25,266 | ) | � | � | 14,085,727 | � | |
Other liabilities
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� | � | � | � | � | 938,644 | � | � | � | 38 | � | � | � | 938,682 | � | |
Due to affiliates
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� | � | � | � | � | 59,918 | � | � | � | (59,918 | ) | � | � | � | ||
Other liabilities
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� | � | 31,922 | � | � | � | 6,167 | � | � | � | � | � | � | 38,089 | � | |
Total Liabilities
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� | � | 2,329,887 | � | � | � | 15,118,745 | � | � | � | 480,063 | � | � | � | 17,928,695 | � |
Shareholders Equity:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Apollo Global Management, LLC shareholders Equity
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Additional paid in capital
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� | � | 26,507 | � | � | � | � | � | � | 2,329,120 | � | � | � | 2,355,627 | � | |
Accumulated deficit
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� | � | 852,854 | � | � | � | 2,175,756 | � | � | � | (4,451,484 | ) | � | � | (1,422,874 | ) |
Appropriated partners capital
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� | � | � | � | � | 1,102,495 | � | � | � | (39,716 | ) | � | � | 1,062,779 | � | |
Accumulated other comprehensive income
���� (loss)
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� | � | 36,835 | � | � | � | � | � | � | (37,153 | ) | � | � | (318 | ) | |
Total Apollo Global Management, LLC shareholders
equity
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� | � | 916,196 | � | � | � | 3,278,251 | � | � | � | (2,199,233 | ) | � | � | 1,995,214 | � |
Non-Controlling Interests in consolidated entities
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� | � | 14,575 | � | � | � | 1,016,796 | � | � | � | 2,074,084 | � | � | � | 3,105,455 | � |
Non-Controlling Interests in Apollo Operating Group
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� | � | 1,068,241 | � | � | � | � | � | � | � | � | � | 1,068,241 | � | ||
Total Shareholders Equity
|
� | � | 1,999,012 | � | � | � | 4,295,047 | � | � | � | (125,149 | ) | � | � | 6,168,910 | � |
Total Liabilities and Shareholders Equity
|
� | $ | 4,328,899 | � | � | $ | 19,413,792 | � | � | $ | 354,914 | � | � | $ | 24,097,605 | � |
�
(1)
|
Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group.
|
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