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Form 8-K Apollo Global Management For: Nov 07

November 7, 2014 5:00 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 7, 2014
Date of Report (Date of earliest event reported)
Apollo Global Management, LLC
(Exact name of registrant as specified in its charter)
Delaware
001-35107
20-8880053
(State of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
9 West 57th Street, 43rd Floor
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 515-3200
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 7.01
Regulation FD Disclosure.

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.
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.
Item 9.01�
Financial Statements and Exhibits.

(d)�������Exhibits

Exhibit No.
Description
99.1
Unaudited reconciliation of financial data.





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.
APOLLO GLOBAL MANAGEMENT, LLC
Date:� November 7, 2014
By:
/s/ Martin Kelly
Martin Kelly
Chief Financial Officer




EXHIBIT INDEX

Exhibit No.
Description


EXHIBIT 99.1
UNAUDITED RECONCILIATION OF FINANCIAL DATA
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.
For The Three Months Ended September�30, 2014
Total�Apollo
Operating�Group
Consolidated
VIE and
Consolidated
Funds
Other(1)
Total Apollo
Global
Management,
LLC
Consolidated
(dollars in thousands)
Statement of Operations
Revenues:
Advisory and transaction fees from affiliates, net
$ 71,321 $  $ (250 ) $ 71,071
Management fees from affiliates
224,306 (31 ) (16,978 ) 207,297
Carried interest income from affiliates
(57,973 )  740 (57,233 )
Total Revenues
237,654 (31 ) (16,488 ) 221,135
Expenses:
Compensation and benefits:
Equity-based compensation
13,987   13,987
Salary, bonus and benefits
90,402   90,402
Profit sharing expense
(5,804 )   (5,804 )
Total Compensation and Benefits
98,585   98,585
Interest expense
7,389   7,389
Professional fees
17,578 358  17,936
General, administrative and other
23,372 280  23,652
Placement fees
8,760   8,760
Occupancy
9,916   9,916
Depreciation and amortization
10,894  256 11,150
Total Expenses
176,494 638 256 177,388
Other Income:
Net gains from investment activities
115 (103 )  12
Net gains from investment activities of consolidated
�����variable interest entities
 (115,337 ) 16,489 (98,848 )
Income (loss) from equity method investments
4,426  19 4,445
Interest income
1,880 363  2,243
Other income, net
10,012  1 10,013
Total Other Income
16,433 (115,077 ) 16,509 (82,135 )
Income before income tax provision
77,593 (115,746 ) (235 ) (38,388 )
Income tax provision
(1,285 )  (28,091 ) (29,376 )
Net Income
76,308 (115,746 ) (28,326 ) (67,764 )
Net income attributable to Non-controlling Interests
(45,752 ) 115,726  69,974
Net Income Attributable to Apollo Global
���� Management, LLC
$ 30,556 $ (20 ) $ (28,326 ) $ 2,210
(1)
Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group.

For The Nine Months Ended September�30, 2014
Total�Apollo
Operating�Group
Consolidated
VIE and
Consolidated
Funds
Other(1)
Total Apollo
Global
Management,
LLC
Consolidated
(dollars in thousands)
Statement of Operations
Revenues:
Advisory and transaction fees from affiliates, net
$ 248,172 $  $ (250 ) $ 247,922
Management fees from affiliates
689,575 (91 ) (45,976 ) 643,508
Carried interest income (loss) from affiliates
400,890  (7,633 ) 393,257
Total Revenues
1,338,637 (91 ) (53,859 ) 1,284,687
Expenses:
Compensation and benefits:
Equity-based compensation
101,676   101,676
Salary, bonus and benefits
260,764   260,764
Profit sharing expense
258,933   258,933
Total Compensation and Benefits
621,373   621,373
Interest expense
15,027   15,027
Professional fees
56,502 1,097  57,599
General, administrative and other
72,779 842  73,621
Placement fees
14,035   14,035
Occupancy
30,237   30,237
Depreciation and amortization
33,192  792 33,984
Total Expenses
843,145 1,939 792 845,876
Other Income (Loss):
Net income (loss) from investment activities
8,948 204,938  213,886
Net gains (losses) from investment activities of
���� consolidated variable interest entities
 (61,135 ) 53,447 (7,688 )
Income (loss) from equity method investments
64,047  (5,991 ) 58,056
Interest income (loss)
7,263 1,033 1 8,297
Other income (loss), net
27,229  2,553 29,782
Total Other Income (Loss)
107,487 144,836 50,010 302,333
Income (Loss) Before Income Tax Benefit (Provision)
602,979 142,806 (4,641 ) 741,144
Income tax benefit (provision)
(8,079 )  (88,883 ) (96,962 )
Net Income (Loss)
594,900 142,806 (93,524 ) 644,182
Net income (loss) attributable to Non-controlling
�� � Interests
(361,341 ) (136,815 ) 21 (498,135 )
Net Income (Loss) Attributable to Apollo
���� Global Management, LLC
$ 233,559 $ 5,991 $ (93,503 ) $ 146,047
(1)
Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group.

As of September�30, 2014
Total Apollo
Operating�Group
Consolidated
VIE and
Consolidated
Funds
Other(1)
Total Apollo
Global
Management,
LLC
Consolidated
(dollars in thousands)
Statement of Financial Data
Assets:
Cash and cash equivalents
$ 1,412,121 $  $ 177 $ 1,412,298
Cash and cash equivalents held at Consolidated Funds
 685  685
Restricted cash
7,520   7,520
Investments
822,342 2,177,282 (131,300 ) 2,868,324
Assets of consolidated variable interest entities
Cash and cash equivalents
 901,910  901,910
Investments, at fair value
 15,758,591 (1,548 ) 15,757,043
Other assets
 569,012 (692 ) 568,320
Carried interest receivable
1,481,897  (49,623 ) 1,432,274
Due from Affiliates
321,016  (74,985 ) 246,031
Fixed assets, net
36,085  688 36,773
Deferred tax assets
16,260  642,612 658,872
Other assets
74,178 6,312 9,194 89,684
Goodwill
88,852  (39,609 ) 49,243
Intangible assets, net
68,628   68,628
Total Assets
$ 4,328,899 $ 19,413,792 $ 354,914 $ 24,097,605
Liabilities and Shareholders Equity
Liabilities:
Accounts payable and accrued expenses
$ 49,519 $ 523 $ 26,038 $ 76,080
Accrued compensation and benefits
119,349   119,349
Deferred revenue
316,177   316,177
Due to affiliates
41,646 2,500 539,171 583,317
Profit sharing payable
755,322   755,322
Debt
1,015,952   1,015,952
Liabilities of consolidated variable interest entities:
Debt, at fair value
 14,110,993 (25,266 ) 14,085,727
Other liabilities
 938,644 38 938,682
Due to affiliates
 59,918 (59,918 ) 
Other liabilities
31,922 6,167  38,089
Total Liabilities
2,329,887 15,118,745 480,063 17,928,695
Shareholders Equity:
Apollo Global Management, LLC shareholders Equity
Additional paid in capital
26,507  2,329,120 2,355,627
Accumulated deficit
852,854 2,175,756 (4,451,484 ) (1,422,874 )
Appropriated partners capital
 1,102,495 (39,716 ) 1,062,779
Accumulated other comprehensive income
���� (loss)
36,835  (37,153 ) (318 )
Total Apollo Global Management, LLC shareholders
equity
916,196 3,278,251 (2,199,233 ) 1,995,214
Non-Controlling Interests in consolidated entities
14,575 1,016,796 2,074,084 3,105,455
Non-Controlling Interests in Apollo Operating Group
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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