EX-99.1 2 agmearningsrelease3q13.htm EX-99.1 AGM Earnings Release 3Q'13

Exhibit 99.1
 
Apollo Global Management, LLC Reports Third Quarter 2013 Results

Apollo declares a distribution of $1.01 per Class A share for the third quarter of 2013
Total economic net income (“ENI”) of $529 million for the third quarter ended September 30, 2013 compared to $379 million for the same period in 2012
ENI after taxes per share of $1.34 for the third quarter ended September 30, 2013, compared to $0.98 per share for the same period in 2012
Total realized gains from carried interest income of $639 million for the third quarter ended September 30, 2013, compared to $230 million for the same period in 2012
Total assets under management (“AUM”) of $112.7 billion as of September 30, 2013, compared to $109.7 billion as of September 30, 2012, which includes new capital raised of $4.0 billion and $1.5 billion for the third quarter ended September 30, 2013 and 2012, respectively
U.S. GAAP net income attributable to Apollo Global Management, LLC of $193 million for the third quarter ended September 30, 2013, compared to $83 million for the same period in 2012
Subsequent to the end of the third quarter of 2013, Athene Holding Ltd. closed its acquisition of Aviva USA. As a result of the transaction, pro-forma AUM for Apollo at September 30, 2013 was approximately $157 billion.
New York, November 7, 2013 - Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) today reported results for the third quarter ended September 30, 2013.
Apollo reported ENI after taxes of $528.6 million for the third quarter ended September 30, 2013, compared to $379.0 million for the same period in 2012. The $149.6 million increase in ENI was driven by favorable performance in Apollo's Incentive Business, which reported ENI of $552.1 million for the third quarter ended September 30, 2013, compared to $380.4 million for the same period in 2012. The $171.7 million year-over-year increase in ENI for the Incentive Business was largely the result of higher carried interest income from Apollo's private equity segment during the third quarter of 2013 compared to the same period in 2012.
Apollo's total AUM was $112.7 billion as of September 30, 2013, an increase of $3.0 billion compared to $109.7 billion as of September 30, 2012. Fee-generating AUM was $79.3 billion as of September 30, 2013, an increase of $1.6 billion compared to $77.7 billion as of September 30, 2012. Subsequent to the end of the third quarter of 2013, Athene Holding Ltd. (together with its subsidiaries, “Athene”), for which Apollo currently provides a full suite of investment management services, closed its

1


acquisition of the U.S. annuity operations of Aviva plc (“Aviva USA”). As a result of that transaction, pro-forma AUM for Apollo at September 30, 2013 was approximately $157 billion.
U.S. GAAP results for the third quarter ended September 30, 2013 included net income attributable to Apollo Global Management, LLC of $192.5 million, or $1.13 per Class A share, compared to $82.8 million, or $0.55 per Class A share, for the third quarter ended September 30, 2012.
“Apollo delivered strong results in the third quarter of 2013 driven by solid gains across our investment portfolio,” said Leon Black, Chairman and Chief Executive Officer. “Our value-oriented, opportunistic and flexible approach to investing has produced a steady stream of realizations and yielded $3.95 of cash per share for our shareholders during the past four quarters. In addition, we have raised nearly $14 billion of new capital across the firm in the past four quarters, positioning us to capitalize on attractive investment opportunities as they present themselves."
Combined Segments
Total revenue for Apollo's combined segments was $1,153.4 million for the third quarter ended September 30, 2013, an increase of $394.3 million, or 52%, compared to the same period in 2012, driven primarily by a $376.2 million increase in total carried interest income. Total expenses for Apollo’s combined segments were $584.9 million for the third quarter ended September 30, 2013, an increase of $206.7 million, or 55%, compared to the same period in 2012, driven primarily by an increase in profit sharing expense.
Total revenue for Apollo's Management Business was $203.2 million for the third quarter ended September 30, 2013, an increase of $18.1 million, or 10%, from the same period in 2012. This includes management fee revenues of $165.2 million for the third quarter ended September 30, 2013, an increase of $5.0 million, or 3%, from the same period in 2012. There was also $28.9 million of advisory and transaction fees for the third quarter ended September 30, 2013, an increase of $13.7 million from the same period in 2012, primarily due to increased monitoring fees related to Athene in the third quarter of 2013.
Total expenses for Apollo's Management Business were $160.3 million for the third quarter ended September 30, 2013, an increase of $19.9 million from the same period in 2012. Total compensation expenses, including salary and benefits and equity-based compensation, were $97.8 million for the third quarter of 2013, an increase of $16.5 million from the same period in 2012. The year-over-year increase in compensation expenses was primarily driven by increased headcount across Apollo’s platform in connection with the company's continued growth. Non-compensation expenses for Apollo's Management Business were $62.5 million during the third quarter of 2013, an increase of $3.4 million from the same period in 2012.
Apollo's Incentive Business reported $950.2 million of total carried interest income for the third quarter ended September 30, 2013, an increase of $376.2 million from the same period in 2012. As a result of the increase in carried interest income, Apollo reported total profit sharing expense of $424.6 million for the third quarter ended September 30, 2013, an increase of $186.8 million from the same period in 2012. The increase in total carried interest income during the third quarter of 2013 was driven by increased valuations of a number of investments held by funds managed within Apollo's private equity segment, including Sprouts Farmers Market, Inc. and Athlon Energy, both of which completed initial public offerings during the quarter. During the third quarter ended September 30, 2013 the Incentive Business generated $638.9 million of realized gains, which was largely attributable to dispositions relating to a number of investments held by funds managed by

2


Apollo, including LyondellBasell, Realogy, Evertec, Berry Plastics, Norwegian Cruise Lines, and Countrywide.
Private Equity Segment
Apollo's Private Equity segment generated ENI of $538.8 million for the third quarter ended September 30, 2013, compared to $236.5 million for the third quarter ended September 30, 2012. The year-over-year increase was largely driven by higher carried interest income of $852.4 million for the third quarter of 2013, compared to $340.6 million for the third quarter of 2012.
Apollo's private equity funds continued to perform well as measured by internal rate of return (“IRR”) and appreciated by 18% during the third quarter ended September 30, 2013. From its inception in 2008 through September 30, 2013, Fund VII generated an annual gross and net IRR of 38% and 29%, respectively. Fund VI, which began investing in 2006, generated an annual gross and net IRR of 15% and 12%, respectively, since its inception through September 30, 2013. The combined fair value of Apollo's private equity funds, including AP Alternative Assets, L.P. (“AAA”), was 65% above cost as of September 30, 2013. Uncalled private equity commitments were $16.1 billion as of September 30, 2013 and $0.1 billion of private equity capital was deployed during the third quarter ended September 30, 2013.
During the third quarter, Apollo raised approximately $3.3 billion for its newest flagship private equity fund, Apollo Investment Fund VIII, L.P. ("Fund VIII"), bringing total committed capital for the fund to $10.0 billion through September 30, 2013. As of today, Apollo has received total fund commitments of approximately $12 billion for Fund VIII.
Management fees from Apollo's private equity segment were $64.8 million for the third quarter ended September 30, 2013, which decreased by $3.7 million compared to the same period in 2012 due to a change in the contribution from funds generating management fees and their respective fee basis. Total Management Business expenses within the private equity segment were $61.3 million for the third quarter of 2013, which increased by $11.1 million compared to the same period in 2012. As of September 30, 2013, Apollo's private equity segment AUM was $42.8 billion, compared to $39.0 billion at September 30, 2012.
Credit Segment
Apollo's credit segment generated ENI of $79.2 million for the third quarter ended September 30, 2013, compared to ENI of $198.7 million for the third quarter of 2012. The year-over-year decrease in ENI resulted from a decrease in carried interest income, which was $94.5 million for the third quarter of 2013, compared to $228.6 million for the third quarter of 2012.
Management fees from Apollo's credit segment were $87.0 million for the third quarter ended September 30, 2013, which increased by $6.2 million, or 8%, compared to the same period in 2012. Total Management Business expenses within the credit segment were $80.0 million for the third quarter of 2013, which increased by $4.0 million compared to the same period in 2012. As of September 30, 2013, Apollo's credit segment AUM was $59.4 billion, compared to $60.1 billion at September 30, 2012.
Real Estate Segment
Apollo's Real Estate segment had an economic net loss of $3.1 million for the third quarter of 2013, compared to a loss of $1.7 million for the third quarter of 2012. Total revenues for the real estate segment during the third quarter of 2013 were $16.7 million, an increase of $1.0 million, or 6%,

3


compared to the same period in 2012. As of September 30, 2013, Apollo's real estate segment AUM was $9.3 billion, compared to $8.1 billion at September 30, 2012.
Capital and Liquidity
As of September 30, 2013, Apollo had $1,137 million of cash and cash equivalents and $728 million of debt. These amounts exclude cash and debt associated with Apollo's consolidated funds and consolidated variable interest entities (“VIEs”). As of September 30, 2013, Apollo had a $2,332 million carried interest receivable and corresponding profit sharing payable of $1,078 million, as well as total investments in its private equity, credit and real estate funds of $425 million, excluding investments held by consolidated VIEs and consolidated funds.
Distribution
Apollo Global Management, LLC has declared a third quarter 2013 cash distribution of $1.01 per Class A share, which comprises a regular quarterly distribution of $0.07 per Class A share and a distribution of $0.94 per Class A share primarily attributable to fund realizations. This distribution will be paid on November 29, 2013 to holders of record at the close of business on November 22, 2013. Apollo intends to distribute to its shareholders on a quarterly basis substantially all of its net after tax cash flow 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 Thursday, November 7, 2013 at 10:00 a.m. ET. During the call, Marc Spilker, President, Martin Kelly, Chief Financial Officer, and Gary Stein, Head of Corporate Communications, will review Apollo's financial results for the third quarter ended September 30, 2013. 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 73061311 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 73061311. 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, London, Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong. Apollo had assets under management of approximately $113 billion as of September 30, 2013, 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
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 the Company's Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2013, and 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 NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(dollars in thousands, except share data)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates
$
28,961

 
$
15,149

 
$
141,465

 
$
112,162

Management fees from affiliates
151,127

 
147,611

 
456,644

 
418,115

Carried interest income from affiliates
952,001

 
549,613

 
2,340,314

 
1,170,467

Total Revenues
1,132,089

 
712,373

 
2,938,423

 
1,700,744

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Equity-based compensation
20,832

 
144,407

 
109,619

 
435,387

Salary, bonus and benefits
81,266

 
64,647

 
223,944

 
204,666

Profit sharing expense
424,542

 
237,797

 
975,406

 
506,680

Total Compensation and Benefits
526,640

 
446,851

 
1,308,969

 
1,146,733

Interest expense
7,179

 
7,136

 
22,291

 
29,083

Professional fees
18,752

 
11,490

 
56,477

 
39,849

General, administrative and other
21,720

 
24,028

 
70,698

 
66,810

Placement fees
3,185

 
4,292

 
15,663

 
13,344

Occupancy
9,849

 
9,644

 
29,803

 
27,360

Depreciation and amortization
12,790

 
16,567

 
41,603

 
37,021

Total Expenses
600,115

 
520,008

 
1,545,504

 
1,360,200

Other Income:
 
 
 
 
 
 
 
Net gains from investment activities
74,045

 
20,463

 
127,294

 
149,957

Net gains (losses) from investment activities of consolidated variable interest entities
78,601

 
(45,475
)
 
91,264

 
(29,913
)
Income from equity method investments
32,236

 
40,779

 
80,116

 
83,191

Interest income
3,304

 
3,277

 
9,444

 
7,093

Other income, net
22,634

 
8,304

 
26,710

 
1,959,669

Total Other Income
210,820

 
27,348

 
334,828

 
2,169,997

Income before income tax provision
742,794

 
219,713

 
1,727,747

 
2,510,541

Income tax provision
(47,204
)
 
(21,917
)
 
(83,922
)
 
(47,127
)
Net Income
695,590

 
197,796

 
1,643,825

 
2,463,414

Net income attributable to Non-controlling Interests
(503,074
)
 
(115,005
)
 
(1,143,594
)
 
(2,323,966
)
Net Income Attributable to Apollo Global Management, LLC
$
192,516

 
$
82,791

 
$
500,231

 
$
139,448

Distributions Declared per Class A Share
$
1.32

 
$
0.24

 
$
2.94

 
$
0.95

Net Income Per Class A Share:
 
 
 
 
 
 
 
Net Income Available to Class A Share – Basic
$
1.13

 
$
0.55

 
$
3.11

 
$
0.93

Net Income Available to Class A Share –Diluted
$
1.13

 
$
0.55

 
$
3.08

 
$
0.93

Weighted Average Number of Class A Shares – Basic
142,829,913

 
128,980,438

 
137,165,119

 
126,909,962

Weighted Average Number of Class A Shares – Diluted
146,212,984

 
131,635,202

 
140,423,929

 
129,309,716



6



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
 
Nine Months Ended
 
March 31, 2012
 
June 30,
2012
 
September 30,
2012
 
December 31, 2012
 
March 31, 2013
 
June 30,
2013
 
September 30,
2013
 
September 30,
2012
 
September 30,
2013
Management Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates
$
27.3

 
$
70.0

 
$
15.2

 
$
37.5

 
$
47.4

 
$
65.1

 
$
28.9

 
$
112.5

 
$
141.4

Management fees from affiliates
130.0

 
156.4

 
160.2

 
176.4

 
164.3

 
169.3

 
165.2

 
446.6

 
498.8

Carried interest income from affiliates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized gains
9.6

 
9.2

 
9.7

 
9.3

 
9.0

 
10.1

 
9.1

 
28.5

 
28.2

Total management business revenues
166.9

 
235.6

 
185.1

 
223.2

 
220.7

 
244.5

 
203.2

 
587.6

 
668.4

Equity-based compensation(1)
18.9

 
14.1

 
16.7

 
19.2

 
17.4

 
16.8

 
16.5

 
49.7

 
50.7

Salary, bonus and benefits
65.1

 
74.9

 
64.6

 
70.0

 
73.4

 
69.3

 
81.3

 
204.6

 
224.0

Interest expense
11.4

 
10.2

 
7.5

 
8.0

 
7.5

 
7.6

 
7.2

 
29.1

 
22.3

Professional fees
11.3

 
16.5

 
10.9

 
24.6

 
15.4

 
21.6

 
18.4

 
38.7

 
55.4

General, administrative and other
18.7

 
23.1

 
23.9

 
20.9

 
22.6

 
25.9

 
21.3

 
65.7

 
69.8

Placement fees
0.9

 
8.1

 
4.3

 
9.0

 
9.4

 
3.1

 
3.2

 
13.3

 
15.7

Occupancy
8.7

 
9.0

 
9.7

 
9.8

 
9.8

 
10.2

 
9.8

 
27.4

 
29.8

Depreciation and amortization(2)
2.4

 
2.4

 
2.8

 
2.6

 
2.9

 
2.9

 
2.6

 
7.6

 
8.4

Total non-compensation expenses
53.4

 
69.3

 
59.1

 
74.9

 
67.6

 
71.3

 
62.5

 
181.8

 
201.4

Total management business expenses
137.4

 
158.3

 
140.4

 
164.1

 
158.4

 
157.4

 
160.3

 
436.1

 
476.1

Other income (loss)
7.0

 
(4.5
)
 
11.1

 
7.4

 
7.2

 
5.2

 
22.8

 
13.6

 
35.2

Non-controlling interest(3)
(1.4
)
 
(2.4
)
 
(2.7
)
 
(2.2
)
 
(3.5
)
 
(3.2
)
 
(2.8
)
 
(6.5
)
 
(9.5
)
Management Business Economic Net Income
35.1

 
70.4

 
53.1

 
64.3

 
66.0

 
89.1

 
62.9

 
158.6

 
218.0

Incentive Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carried interest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains (losses)
474.3

 
(52.8
)
 
344.2

 
400.7

 
771.4

 
(574.9
)
 
311.3

 
765.7

 
507.8

Realized gains
149.8

 
56.0

 
229.8

 
561.6

 
345.2

 
840.5

 
638.9

 
435.6

 
1,824.6

Total carried interest income
624.1

 
3.2

 
574.0

 
962.3

 
1,116.6

 
265.6

 
950.2

 
1,201.3

 
2,332.4

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized profit sharing expense
178.4

 
(10.8
)
 
124.7

 
133.8

 
272.8

 
(219.6
)
 
165.3

 
292.3

 
218.5

Realized profit sharing expense
70.7

 
30.7

 
113.1

 
231.6

 
150.8

 
346.8

 
259.3

 
214.5

 
756.9

Total profit sharing expense
249.1

 
19.9

 
237.8

 
365.4

 
423.6

 
127.2

 
424.6

 
506.8

 
975.4

Other income, net

 

 

 

 

 
0.2

 
2.5

 

 
2.7

Net gains (losses) from investment activities
3.4

 
(13.1
)
 
2.1

 
6.5

 
4.0

 
(5.7
)
 
(7.1
)
 
(7.6
)
 
(8.8
)
Income from equity method investments
48.5

 
1.4

 
42.1

 
29.2

 
29.4

 
19.3

 
31.1

 
92.0

 
79.8

Other income (loss)
51.9

 
(11.7
)
 
44.2

 
35.7

 
33.4

 
13.8

 
26.5

 
84.4

 
73.7

Incentive Business Economic Net Income (Loss)
426.9

 
(28.4
)
 
380.4

 
632.6

 
726.4

 
152.2

 
552.1

 
778.9

 
1,430.7

Total Economic Net Income
462.0

 
42.0

 
433.5

 
696.9

 
792.4

 
241.3

 
615.0

 
937.5

 
1,648.7

Income Tax Provision on Economic Net Income(4)
(39.7
)
 
(23.3
)
 
(54.5
)
 
(41.1
)
 
(51.1
)
 
(43.5
)
 
(86.4
)
 
(117.5
)
 
(181.0
)
Total Economic Net Income After Taxes
$
422.3

 
$
18.7

 
$
379.0

 
$
655.8

 
$
741.3

 
$
197.8

 
$
528.6

 
$
820.0

 
$
1,467.7

Non-GAAP Weighted Average Diluted Shares Outstanding (in millions)
383.6

 
386.0

 
386.9

 
388.3

 
392.1

 
393.8

 
394.8

 
385.5

 
393.7

Total ENI After Taxes per Share
$
1.10

 
$
0.05

 
$
0.98

 
$
1.69

 
$
1.89

 
$
0.50

 
$
1.34

 
$
2.13

 
$
3.73

(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)
See the definition of ENI After Taxes in the non-GAAP financial information and definitions section of this press release.

7



APOLLO GLOBAL MANAGEMENT, LLC
SEGMENT RESULTS (UNAUDITED)
(dollars in millions, except share data)
Private Equity Segment:
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
2012
 
June 30,
2012
 
September 30,
2012
 
December 31,
2012
 
March 31,
2013
 
June 30, 2013
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
Management Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates
$
23.2

 
$
61.5

 
$
9.6

 
$
27.4

 
$
24.5

 
$
41.8

 
$
5.6

 
$
94.3

 
$
71.9

Management fees from affiliates
67.0

 
69.2

 
68.5

 
72.3

 
66.3

 
65.7

 
64.8

 
204.7

 
196.8

Total management business revenues
90.2

 
130.7

 
78.1

 
99.7

 
90.8

 
107.5

 
70.4

 
299.0

 
268.7

Equity-based compensation
7.8

 
7.4

 
7.2

 
8.8

 
8.4

 
7.5

 
7.5

 
22.4

 
23.4

Salary, bonus and benefits
30.8

 
37.8

 
25.7

 
34.2

 
32.4

 
30.6

 
32.7

 
94.3

 
95.7

Other expenses
20.8

 
23.9

 
17.3

 
21.3

 
21.9

 
26.8

 
21.1

 
62.0

 
69.8

Total management business expenses
59.4

 
69.1

 
50.2

 
64.3

 
62.7

 
64.9

 
61.3

 
178.7

 
188.9

Other income (loss)
3.3

 
(3.2
)
 
2.9

 
1.7

 
1.6

 
0.9

 
6.7

 
3.0

 
9.2

Management Business Economic Net Income
34.1

 
58.4

 
30.8

 
37.1

 
29.7

 
43.5

 
15.8

 
123.3

 
89.0

Incentive Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carried interest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains (losses)
326.0

 
(37.7
)
 
152.4

 
414.2

 
697.6

 
(509.7
)
 
318.3

 
440.7

 
506.2

Realized gains
122.1

 
43.4

 
188.2

 
458.9

 
293.4

 
738.2

 
534.1

 
353.7

 
1,565.7

Total carried interest income
448.1

 
5.7

 
340.6

 
873.1

 
991.0

 
228.5

 
852.4

 
794.4

 
2,071.9

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized profit sharing expense
153.7

 
(9.1
)
 
70.2

 
129.2

 
256.0

 
(199.6
)
 
129.0

 
214.8

 
185.4

Realized profit sharing expense
50.6

 
22.9

 
89.6

 
195.4

 
128.3

 
306.9

 
224.0

 
163.1

 
659.2

Total profit sharing expenses
204.3

 
13.8

 
159.8

 
324.6

 
384.3

 
107.3

 
353.0

 
377.9

 
844.6

Income from equity method investments
30.6

 
1.9

 
24.9

 
16.6

 
22.6

 
12.1

 
23.6

 
57.4

 
58.3

Total other income
30.6

 
1.9

 
24.9

 
16.6

 
22.6

 
12.1

 
23.6

 
57.4

 
58.3

Incentive Business Economic Net Income (Loss)
274.4

 
(6.2
)
 
205.7

 
565.1

 
629.3

 
133.3

 
523.0

 
473.9

 
1,285.6

Total Economic Net Income
$
308.5

 
$
52.2

 
$
236.5

 
$
602.2

 
$
659.0

 
$
176.8

 
$
538.8

 
$
597.2

 
$
1,374.6


8



APOLLO GLOBAL MANAGEMENT, LLC
SEGMENT RESULTS (UNAUDITED)
(dollars in millions, except share data)
Credit Segment:
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
2012
 
June 30,
2012
 
September 30,
2012
 
December 31,
2012
 
March 31,
2013
 
June 30,
2013
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
Management Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates
$
4.1

 
$
7.9

 
$
5.6

 
$
10.0

 
$
21.8

 
$
22.0

 
$
23.3

 
$
17.6

 
$
67.1

Management fees from affiliates
52.6

 
74.3

 
80.8

 
92.0

 
84.4

 
90.4

 
87.0

 
207.7

 
261.8

Carried interest income from affiliates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized gains
9.6

 
9.2

 
9.7

 
9.3

 
9.0

 
10.1

 
9.1

 
28.5

 
28.2

Total management business revenues
66.3

 
91.4

 
96.1

 
111.3

 
115.2

 
122.5

 
119.4

 
253.8

 
357.1

Equity-based compensation
8.1

 
4.3

 
6.9

 
7.7

 
6.5

 
7.1

 
5.9

 
19.3

 
19.5

Salary, bonus and benefits
27.6

 
31.2

 
31.7

 
32.3

 
34.3

 
32.0

 
39.7

 
90.5

 
106.0

Other expenses
25.9

 
39.2

 
37.4

 
46.6

 
38.4

 
38.2

 
34.4

 
102.5

 
111.0

Total management business expenses
61.6

 
74.7

 
76.0

 
86.6

 
79.2

 
77.3

 
80.0

 
212.3

 
236.5

Other income (loss)
2.9

 
(0.7
)
 
7.5

 
5.3

 
4.5

 
4.0

 
15.3

 
9.7

 
23.8

Non-controlling interest
(1.4
)
 
(2.4
)
 
(2.7
)
 
(2.2
)
 
(3.5
)
 
(3.2
)
 
(2.8
)
 
(6.5
)
 
(9.5
)
Management Business Economic Net Income
6.2

 
13.6

 
24.9

 
27.8

 
37.0

 
46.0

 
51.9

 
44.7

 
134.9

Incentive Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carried interest income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains (losses)
148.3

 
(16.7
)
 
187.0

 
(17.5
)
 
73.2

 
(58.8
)
 
(10.3
)
 
318.6

 
4.1

Realized gains
26.0

 
10.0

 
41.6

 
102.3

 
51.5

 
102.1

 
104.8

 
77.6

 
258.4

Total carried interest income (loss)
174.3

 
(6.7
)
 
228.6

 
84.8

 
124.7

 
43.3

 
94.5

 
396.2

 
262.5

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized profit sharing expense
24.7

 
(2.9
)
 
51.1

 
2.5

 
16.5

 
(15.5
)
 
34.5

 
72.9

 
35.5

Realized profit sharing expense
18.6

 
6.8

 
22.7

 
32.0

 
22.0

 
39.3

 
34.8

 
48.1

 
96.1

Total profit sharing expense
43.3

 
3.9

 
73.8

 
34.5

 
38.5

 
23.8

 
69.3

 
121.0

 
131.6

Other income, net

 

 

 

 

 
0.2

 
2.5

 

 
2.7

Net gains (losses) from investment activities
3.4

 
(13.1
)
 
2.1

 
6.5

 
4.0

 
(5.7
)
 
(7.1
)
 
(7.6
)
 
(8.8
)
Income (loss) from equity method investments
17.7

 
(0.7
)
 
16.9

 
12.2

 
6.9

 
6.4

 
6.7

 
33.9

 
20.0

Total other income (loss)
21.1

 
(13.8
)
 
19.0

 
18.7

 
10.9

 
0.9

 
2.1

 
26.3

 
13.9

Incentive Business Economic Net Income (Loss)
152.1

 
(24.4
)
 
173.8

 
69.0

 
97.1

 
20.4

 
27.3

 
301.5

 
144.8

Total Economic Net Income (Loss)
$
158.3

 
$
(10.8
)
 
$
198.7

 
$
96.8

 
$
134.1

 
$
66.4

 
$
79.2

 
$
346.2

 
$
279.7



9



APOLLO GLOBAL MANAGEMENT, LLC
SEGMENT RESULTS (UNAUDITED)
(dollars in millions, except share data)
Real Estate Segment:
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
2012
 
June 30,
2012
 
September 30,
2012
 
December 31,
2012
 
March 31,
2013
 
June 30, 2013
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
Management Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory and transaction fees from affiliates
$

 
$
0.6

 
$

 
$
0.1

 
$
1.1

 
$
1.3

 
$

 
$
0.6

 
$
2.4

Management fees from affiliates
10.4

 
12.9

 
10.9

 
12.1

 
13.6

 
13.2

 
13.4

 
34.2

 
40.2

Total management business revenues
10.4

 
13.5

 
10.9

 
12.2

 
14.7

 
14.5

 
13.4

 
34.8

 
42.6

Equity-based compensation
3.0

 
2.4

 
2.6

 
2.7

 
2.5

 
2.2

 
3.1

 
8.0

 
7.8

Salary, bonus and benefits
6.7

 
5.9

 
7.2

 
3.5

 
6.7

 
6.7

 
8.9

 
19.8

 
22.3

Other expenses
6.7

 
6.2

 
4.4

 
6.9

 
7.3

 
6.0

 
7.1

 
17.3

 
20.4

Total management business expenses
16.4

 
14.5

 
14.2

 
13.1

 
16.5

 
14.9

 
19.1

 
45.1

 
50.5

Other income (loss)
0.8

 
(0.6
)
 
0.7

 
0.4

 
1.1

 
0.3

 
0.8

 
0.9

 
2.2

Management Business Economic Net Loss
(5.2
)
 
(1.6
)
 
(2.6
)
 
(0.5
)
 
(0.7
)
 
(0.1
)
 
(4.9
)
 
(9.4
)
 
(5.7
)
Incentive Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carried interest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains (losses)

 
1.6

 
4.8

 
4.0

 
0.6

 
(6.4
)
 
3.3

 
6.4

 
(2.5
)
Realized gains
1.7

 
2.6

 

 
0.4

 
0.3

 
0.2

 

 
4.3

 
0.5

Total carried interest income
1.7

 
4.2

 
4.8

 
4.4

 
0.9

 
(6.2
)
 
3.3

 
10.7

 
(2.0
)
Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized profit sharing expense

 
1.2

 
3.4

 
2.1

 
0.3

 
(4.5
)
 
1.8

 
4.6

 
(2.4
)
Realized profit sharing expense
1.5

 
1.0

 
0.8

 
4.2

 
0.5

 
0.6

 
0.5

 
3.3

 
1.6

Total profit sharing expense
1.5

 
2.2

 
4.2

 
6.3

 
0.8

 
(3.9
)
 
2.3

 
7.9

 
(0.8
)
Income (Loss) from equity method investments
0.2

 
0.2

 
0.3

 
0.3

 
(0.1
)
 
0.8

 
0.8

 
0.7

 
1.5

Incentive Business Economic Net Income (Loss)
0.4

 
2.2

 
0.9

 
(1.6
)
 

 
(1.5
)
 
1.8

 
3.5

 
0.3

Total Economic Net (Loss) Income
$
(4.8
)
 
$
0.6

 
$
(1.7
)
 
$
(2.1
)
 
$
(0.7
)
 
$
(1.6
)
 
$
(3.1
)
 
$
(5.9
)
 
$
(5.4
)

10



APOLLO GLOBAL MANAGEMENT, LLC
RECONCILIATION OF U.S. GAAP NET INCOME (LOSS) ATTRIBUTABLE TO APOLLO GLOBAL MANAGEMENT TO ECONOMIC NET INCOME
(UNAUDITED)
(dollars in millions)
Reconciliation of U.S. GAAP Net Income (Loss) Attributable to Apollo Global Management, LLC to Economic Net Income:
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
2012
 
June 30,
2012
 
September 30,
2012
 
December 31,
2012
 
March 31,
2013
 
June 30, 2013
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
Net Income (Loss) Attributable to Apollo Global Management, LLC
$
98.0

 
$
(41.3
)
 
$
82.7

 
$
171.6

 
$
249.0

 
$
58.7

 
$
192.5

 
$
139.4

 
$
500.2

Impact of non-cash charges related to equity-based compensation:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AOG units
116.2

 
116.1

 
116.2

 
132.4

 
15.0

 
15.0

 

 
348.5

 
30.0

RSUs - Private placement awards(1)
13.3

 
11.0

 
10.9

 
10.9

 
11.4

 
11.0

 
3.3

 
35.2

 
25.7

ARI restricted stock awards, ARI RSUs and AMTG RSUs
0.4

 
0.4

 
0.5

 
0.4

 
1.3

 
0.5

 
0.6

 
1.3

 
2.4

AAA RDUs
0.1

 
0.3

 
0.3

 
0.3

 
0.3

 
0.2

 
0.3

 
0.7

 
0.8

Total non-cash charges related to equity-based compensation
130.0

 
127.8

 
127.9

 
144.0

 
28.0

 
26.7

 
4.2

 
385.7

 
58.9

Income tax provision
14.6

 
10.6

 
21.9

 
18.3

 
18.6

 
18.1

 
47.2

 
47.1

 
83.9

Amortization of intangible assets associated with the 2007 reorganization and acquisitions
6.1

 
9.6

 
13.7

 
13.6

 
11.6

 
11.3

 
10.3

 
29.4

 
33.2

Net income (loss) attributable to Non-controlling Interests in Apollo Operating Group
213.3

 
(64.7
)
 
187.3

 
349.4

 
485.2

 
126.5

 
360.8

 
335.9

 
972.5

Economic Net Income
$
462.0

 
$
42.0

 
$
433.5

 
$
696.9

 
$
792.4

 
$
241.3

 
$
615.0

 
$
937.5

 
$
1,648.7

(1)
Represents RSU awards granted in connection with the 2007 private placement.

11



APOLLO GLOBAL MANAGEMEN, 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 September 30, 2013 and 2012 and December 31, 2012. Changes in market conditions, the additional funds raised and strategic acquisitions have had significant impacts to our AUM:
 
 
 
As of  
 September 30,
 
As of  
 December 31,
 
 
 
2013
 
2012
 
2012
 
 
 
(in millions)    
 
Total Assets Under Management
 
$
112,687

(1) 
$
109,702

(1) 
$
113,379

(1) 
Fee-generating
 
79,343

 
77,676

 
81,934

 
Non-fee generating
 
33,344

(1) 
32,026

(1) 
31,445

(1) 
 
 
 
 
 
 
 
 
Private Equity
 
42,767

 
38,983

 
37,832

 
Fee-generating
 
27,059

 
28,146

 
27,932

 
Non-fee generating
 
15,708

 
10,837

 
9,900

 
 
 
 
 
 
 
 
 
Credit
 
59,359

 
60,107

 
64,406

(2) 
Fee-generating
 
46,625

 
45,302

 
49,518

(2) 
Non-fee generating
 
12,734

 
14,805

 
14,888

(2) 
 
 
 
 
 
 
 
 
Real Estate
 
9,339

 
8,129

 
8,800

(2) 
Fee-generating
 
5,659

 
4,228

 
4,484

(2) 
Non-fee generating
 
3,680

 
3,901

 
4,316

(2) 
 
(1)
As of September 30, 2013 and 2012 and December 31, 2012, includes $1.2 billion, $2.5 billion, and $2.3 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within our three segments.
(2)
Includes fee-generating and non-fee generating AUM as of September 30, 2012 for certain publicly traded vehicles managed by Apollo.



12



APOLLO GLOBAL MANAGEMENT, LLC
ASSETS UNDER MANAGEMENT
(UNAUDITED)
The following tables summarize changes in total AUM and total AUM for each of our segments for the three and nine months ended September 30, 2013 and 2012:
 
 
For the Three Months 
 Ended 
 September 30,
 
For the Nine Months 
 Ended 
 September 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
(in millions)
 
Change in Total AUM:
 
 
 
 
 
 
 
 
Beginning of Period
$
113,116

(1) 
$
104,893

(1) 
$
113,379

(1) 
$
75,222

 
Income
5,327

 
3,616

 
11,661

 
8,453

 
Subscriptions/Capital raised
4,022

 
1,538

 
12,148

 
8,130

 
Other inflows/Acquisitions

 

 

 
19,928

 
Distributions
(6,259
)
 
(2,367
)
 
(16,841
)
 
(5,950
)
 
Redemptions
(104
)
 
(283
)
 
(1,122
)
 
(1,036
)
 
Leverage
(3,415
)
 
2,305

 
(6,538
)
 
4,955

 
End of Period
$
112,687

(1) 
$
109,702

(1) 
$
112,687

(1) 
$
109,702

(1) 
Change in Private Equity AUM:
 
 
 
 
 
 
 
 
Beginning of Period
$
40,213

 
$
38,228

 
$
37,832

 
$
35,384

 
Income
4,131

 
2,017

 
8,646

 
5,765

 
Subscriptions/Capital raised
3,332

 
247

 
9,170

 
275

 
Distributions
(4,210
)
 
(1,438
)
 
(11,781
)
 
(3,016
)
 
Redemptions

 

 
(19
)
 

 
Net segment transfers
56

 
110

 
1,118

 
267

 
Leverage
(755
)
 
(181
)
 
(2,199
)
 
308

 
End of Period
$
42,767

 
$
38,983

 
$
42,767

 
$
38,983

 
Change in Credit AUM:
 
 
 
 
 
 
 
 
Beginning of Period
$
62,212

 
$
56,108

 
$
64,406

 
$
31,867

 
Income
991

 
1,346

 
2,887

 
2,281

 
Subscriptions/Capital raised
690

 
1,207

 
1,990

 
4,335

 
Other inflows/Acquisitions

 

 

 
19,928

 
Distributions
(1,568
)
 
(633
)
 
(4,209
)
 
(1,878
)
 
Redemptions
(104
)
 
(283
)
 
(813
)
 
(763
)
 
Net segment transfers
(184
)
 
(99
)
 
(679
)
 
(738
)
 
Leverage
(2,678
)
 
2,461

 
(4,223
)
 
5,075

 
End of Period
$
59,359

 
$
60,107

 
$
59,359

 
$
60,107

 
Change in Real Estate AUM:
 
 
 
 
 
 
 
 
Beginning of Period
$
9,473

 
$
7,861

 
$
8,800

 
$
7,971

 
 Income
197

 
253

 
116

 
407

 
Subscriptions/Capital raised

 
84

 
988

 
473

 
Distributions
(477
)
 
(296
)
 
(847
)
 
(1,056
)
 
Redemptions (2)

 

 
(290
)
 
(273
)
 
Net segment transfers
128

 
202

 
688

 
1,035

 
Leverage
18

 
25

 
(116
)
 
(428
)
 
End of Period
$
9,339

 
$
8,129

 
$
9,339

 
$
8,129

 
(1)
As of September 30, 2013 and 2012, June 30, 2013 and 2012, and December 31, 2012 includes $1.2 billion, $2.5 billion, $1.2 billion, $2.7 billion, and $2.3 billion of commitments, respectively, that have yet to be deployed to an Apollo fund within our three segments.
(2)
Represents release of unfunded commitments primarily related to two legacy Citi Property Investors ("CPI") real estate funds that were past their investment periods.


13



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 our segments for the three and nine months ended September 30, 2013 and 2012:
 
For the 
 Three Months Ended 
 September 30,
 
For the 
 Nine Months Ended 
 September 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
(in millions)
 
(in millions)
 
Change in Total Fee-Generating AUM:
 
 
 
 
 
 
 
 
Beginning of Period
$
79,290

 
$
77,449

 
$
81,934

 
$
58,121

 
Income
956

 
352

 
1,989

 
641

 
Subscriptions/Capital raised
10,240

 
1,328

 
12,403

 
4,351

 
Other inflows/Acquisitions

 

 

 
17,576

 
Distributions
(1,865
)
 
(966
)
 
(5,017
)
 
(2,420
)
 
Redemptions
(27
)
 
(278
)
 
(737
)
 
(738
)
 
Net movements between Fee-Generating and Non-Fee Generating
(7,229
)
 
72

 
(6,808
)
 
(546
)
 
Leverage
(2,022
)
 
(281
)
 
(4,421
)
 
691

 
End of Period
$
79,343

 
$
77,676

 
$
79,343

 
$
77,676

 
Change in Private Equity Fee-Generating AUM:
 
 
 
 
 
 
 
 
Beginning of Period
$
26,014

 
$
27,754

 
$
27,932

 
$
28,031

 
Income
274

 
(2
)
 
348

 
132

 
Subscriptions/Capital raised
9,586

 
240

 
9,629

 
268

 
Distributions
(788
)
 
(365
)
 
(2,026
)
 
(716
)
 
Redemptions

 

 
(19
)
 

 
Net segment transfers
50

 

 
246

 

 
Net movements between Fee-Generating and Non-Fee Generating
(7,333
)
 
121

 
(7,523
)
 
360

 
Leverage
(744
)
 
398

 
(1,528
)
 
71

 
End of Period
$
27,059

 
$
28,146

 
$
27,059

 
$
28,146

 
Change in Credit Fee-Generating AUM:
 
 
 
 
 
 
 
 
Beginning of Period
$
47,507

 
$
45,509

 
$
49,518

 
$
26,553

 
Income
618

 
320

 
1,603

 
449

 
Subscriptions/Capital raised
654

 
1,028

 
1,858

 
3,809

 
Other inflows/Acquisitions

 

 

 
17,576

 
Distributions
(749
)
 
(418
)
 
(2,378
)
 
(1,322
)
 
Redemptions
(27
)
 
(278
)
 
(718
)
 
(738
)
 
Net segment transfers
(178
)
 
(129
)
 
(884
)
 
(718
)
 
Net movements between Fee-Generating and Non-Fee Generating
78

 
(51
)
 
519

 
(927
)
 
Leverage
(1,278
)
 
(679
)
 
(2,893
)
 
620

 
End of Period
$
46,625

 
$
45,302

 
$
46,625

 
$
45,302

 
Change in Real Estate Fee-Generating AUM:
 
 
 
 
 
 
 
 
Beginning of Period
$
5,769

 
$
4,186

 
$
4,484

 
$
3,537

 
Income
64

 
34

 
38

 
60

 
Subscriptions/Capital raised

 
60

 
916

 
274

 
Distributions
(328
)
 
(183
)
 
(613
)
 
(382
)
 
Net segment transfers
128

 
129

 
638

 
718

 
Net movements between Fee-Generating and Non-Fee Generating
26

 
2

 
196

 
21

 
End of Period
$
5,659

 
$
4,228

 
$
5,659

 
$
4,228

 




14



APOLLO GLOBAL MANAGEMENT, LLC
FUND PERFORMANCE (UNAUDITED)
Investment Record
Private Equity
The following table summarizes the investment record of our private equity funds. All amounts are as of September 30, 2013, unless otherwise noted:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of 
 September 30, 2013
 
As of 
 December 31, 2012
 
 
Vintage
Year
 
Committed
Capital
 
Total Invested
Capital
 
Realized
 
Unrealized(1)
 
Total Value
 
Gross
IRR
 
Net
IRR
 
Gross
IRR
 
Net
IRR
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
Fund VIII(2)(3)
-
 
$
9,968

 
$

 
$

 
$

 
$

 
NM

(3) 
NM

(3) 
NM

(3) 
NM

(3) 
AION(2)(3)
-
 
277

 
17

 

 
17

 
17

 
NM

(3) 
NM

(3) 
NM

(3) 
NM

(3) 
ANRP(3)
2012
 
1,323

 
348

 
18

 
381

 
399

 
NM

(3) 
NM

(3) 
NM

(3) 
NM

(3) 
Fund VII
2008
 
14,676

 
14,750

 
17,038

 
11,806

 
28,844

 
38
%
 
29
%
 
35
%
 
26
%
 
Fund VI
2006
 
10,136

 
11,819

 
11,390

 
9,548

 
20,938

 
15

 
12

 
11

 
9

 
Fund V
2001
 
3,742

 
5,192

 
12,339

 
475

 
12,814

 
61

 
44

 
61

 
44

 
Fund IV
1998
 
3,600

 
3,481

 
6,767

 
39

 
6,806

 
12

 
9

 
12

 
9

 
Fund III
1995
 
1,500

 
1,499

 
2,692

 

 
2,692

 
18

 
11

 
18

 
11

 
Fund I, II & MIA(4)
1990/92
 
2,220

 
3,773

 
7,924

 

 
7,924

 
47

 
37

 
47

 
37

 
Totals
 
 
$
47,442

 
$
40,879

 
$
58,168

 
$
22,266

 
$
80,434

 
39%

(5) 
26%

(5) 
39%

(5) 
25%

(5) 
 
 
 
 
Current Net Asset Value as of September 30, 2013
 
Total Return
 
Vintage Year
 
For the Three Months Ended 
 September 30, 2013
 
For the Nine Months Ended 
 September 30, 2013
 
For the Year Ended December 31, 2012
 
 
 
(in millions)
 
 
 
 
 
 
AAA(6)
2006
 
$1,734.7
 
19
%
 
11
%
 
20
%
 
(1)
Figures include the market values, estimated fair value of certain unrealized investments and capital committed to investments.
(2)
Fund VIII and AION Capital Partners Limited ("AION") were launched during 2013 and 2012, respectively, and a vintage year has not yet been established for these funds.
(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. We do 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 of Apollo Global Management, LLC. 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 our managing partners and other investment professionals.
(5)
Total IRR is calculated based on total cash flows for all funds presented.
(6)
AAA completed its initial public offering in June 2006 and is the sole limited partner in AAA Investments, L.P. (“AAA Investments”). AAA was originally designed to give investors in its common units exposure as a limited partner to certain of the strategies that we employ and allowed us to manage the asset allocations to those strategies by investing alongside our private equity funds and directly in our credit funds and certain other opportunistic investments that we sponsor and manage. On October 31, 2012, AAA and AAA Investments consummated a transaction whereby a wholly-owned subsidiary of AAA Investments contributed substantially all of its investments to Athene in exchange for common shares of Athene Holding, Ltd., cash and a short term promissory note (the “AAA Transaction”). After the AAA Transaction, Athene was AAA’s only material investment and as of September 30, 2013, AAA, through its investment in AAA Investments, was the largest shareholder of Athene Holding Ltd. with an approximate 72.5% ownership stake (without giving effect to restricted common shares issued under Athene’s management equity plan). Additional information related to AAA can be found on its website www.apolloalternativeassets.com. The information contained in AAA’s website is not part of this press release.


15



APOLLO GLOBAL MANAGEMENT, LLC
FUND PERFORMANCE (UNAUDITED)
Credit
The following table summarizes the investment record for certain funds and strategic investment accounts (“SIAs”) with a defined maturity date and internal rate of return since inception, which is computed for the purposes of this table based on the actual dates of capital contributions, distributions and ending limited partners’ capital as of the specified date. Apollo also manages collateralized loan obligations (“CLOs”) within our credit segment, which had total AUM of approximately $9.8 billion as of September 30, 2013. Such CLO performance information is not included in the following credit investment record tables. All amounts are as of September 30, 2013, unless otherwise noted:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of September 30, 2013
 
As of December 31, 2012
 
 
Strategy
 
Vintage
Year
 
Committed
Capital
 
Total
Invested
Capital
 
Realized
 
Unrealized(1)
 
Total  Value
 
Gross
IRR
 
Net
IRR
 
Gross
IRR
 
Net
IRR
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
ACRF II(2)
Structured Credit
 
2012
 
$
104.4

 
$
160.6

 
$
2.6

 
$
118.6

 
$
121.2

 
NM

(4) 
NM

(4) 
NM

(4) 
NM

(4) 
EPF II(3)(5)
Non-Performing Loans
 
2012
 
3,644.6

 
566.5

 
96.8

 
566.1

 
662.9

 
NM

(4) 
NM

(4) 
NM

(4) 
NM

(4) 
FCI(3)
Structured Credit
 
2012
 
558.8

 
443.2

 
15.0

 
592.0

 
607.0

 
NM

(4) 
NM

(4) 
NM

(4) 
NM

(4) 
AESI(3)(5)
European Credit
 
2011
 
480.9

 
701.3

 
436.7

 
340.9

 
777.6

 
NM

(4) 
NM

(4) 
NM

(4) 
NM

(4) 
AEC(3)
European Credit
 
2012
 
292.5

 
432.8

 
246.7

 
195.4

 
442.1

 
NM

(4) 
NM

(4) 
NM

(4) 
NM

(4) 
AIE II(5)
European Credit
 
2008
 
279.3

 
881.9

 
1,171.3

 
188.8

 
1,360.1

 
19.1
%
 
15.6
%
 
19.4
%
 
15.6
%
 
COF I
U.S. Performing Credit
 
2008
 
1,484.9

 
1,611.3

 
3,317.5

 
1,020.7

 
4,338.2

 
30.4

 
27.4

 
30.7

 
27.6

 
COF II
U.S. Performing Credit
 
2008
 
1,583.0

 
2,176.4

 
2,575.0

 
537.9

 
3,112.9

 
13.8

 
11.2

 
14.3

 
11.7

 
EPF I(5)
Non-Performing Loans
 
2007
 
1,751.7

 
2,225.6

 
1,993.9

 
1,253.4

 
3,247.3

 
20.6

 
14.2

 
18.6

 
11.6

 
ACLF
U.S. Performing Credit
 
2007
 
984.0

 
1,448.5

 
2,262.5

 
119.3

 
2,381.8

 
13.0

 
11.2

 
13.0

 
11.2

 
Artus
U.S. Performing Credit
 
2007
 
106.6

 
190.1

 
225.9

 

 
225.9

 
7.0

 
6.8

 
7.0

 
6.8

 
Totals
 
 
 
 
$
11,270.7

 
$
10,838.2

 
$
12,343.9

 
$
4,933.1

 
$
17,277.0

 
 
 
 
 
 
 
 
 
    
(1)
Figures include the market values, estimated fair value of certain unrealized investments and capital committed to investments.
(2)
As part of the acquisition of Stone Tower Capital, LLC (“Stone Tower”), Apollo acquired the manager of Apollo Structured Credit Recovery Master Fund II, Ltd. (“ACRF II”). Apollo became the manager of this fund upon completing the acquisition on April 2, 2012.
(3)
Apollo European Strategic Investment, L.P. (“AESI”) was launched during 2011 and established its vintage year in the fourth quarter of 2011. Apollo European Principal Finance Fund II, L.P. (“EPF II”), Apollo European Credit Master Fund, L.P, ("AEC"), and Financial Credit Investment I, L.P. (“FCI”) deployed capital prior to their vintage year and had their final capital raises in 2012, establishing their vintage year.
(4)
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.
(5)
Funds are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.35 as of September 30, 2013.


16




APOLLO GLOBAL MANAGEMENT, LLC
FUND PERFORMANCE (UNAUDITED)
The following table summarizes the investment record for certain funds and SIAs with no maturity date. All amounts are as of September 30, 2013, unless otherwise noted:
 
 
 
 
 
 
 
 
Net Return
 
 
Strategy
 
Vintage  Year
 
Net Asset Value as of September 30, 2013
 
Since Inception to September 30, 2013
 
For the Nine Months Ended 
 September 30, 2013
 
For the Nine Months Ended 
 September 30, 2012
 
Since Inception to December 31, 2012
 
For the Year Ended December 31, 2012
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
 
 
ACSP(1)
Opportunistic Credit
 
2012
 
$
232.9

 
NM
(2) 
NM
(2) 
NM

(2) 
NM

(2) 
NM

(2) 
ACSF(3)
Opportunistic Credit
 
2011
 
210.1

 
NM
(3) 
NM
(3) 
NM

(3) 
NM

(3) 
NM

(3) 
STCS(3)
Opportunistic Credit
 
2010
 
36.1

 
NM
(3) 
NM
(3) 
NM

(3) 
NM

(3) 
NM

(3) 
SOMA(4)
Opportunistic Credit
 
2007
 
642.3

 
55.2
 
7.1
 
14.1
%
 
44.9
%
 
15.1
%
 
ACF(3)
U.S. Performing Credit
 
2005
 
2,206.6

 
NM
(3) 
NM
(3) 
NM

(3) 
NM

(3) 
NM

(3) 
Value Funds(5)
Opportunistic Credit
 
2003/2006
 
353.1

 
75.0
 
5.3
 
10.1

 
66.2

 
10.8

 
Totals
 
 
 
 
$
3,681.1

 
 
 
 
 
 
 
 
 
 
 
(1)
Apollo Centre Street Partnership, L.P. (“ACSP”) is a strategic investment account with $615.0 million of committed capital. Net asset value is presented for the primary mandate and excludes investments in other Apollo funds.
(2)
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
(3)
As part of the Stone Tower acquisition, Apollo acquired the manager of Apollo Credit Strategies Master Fund Ltd. (“ACSF”), Stone Tower Credit Solutions Master Fund Ltd. (“STCS”), and Apollo Credit Master Fund Ltd. (“ACF”). As of September 30, 2013, the net returns from inception for ACSF, ACF and STCS were 34.1%, 0.8%, and 40.6% 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.
(4)
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.
(5)
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.
The following table summarizes the investment record for our publicly traded vehicles in our credit segment as of September 30, 2013:
 
 
 
 
 
 
 
 
 
 
 
Net Returns
 
 
Strategy
 
IPO Year(1)      
 
Raised Capital(2)      
 
Gross Assets    
 
Current Net Asset Value    
 
Since Inception to September 30, 2013
 
For the Nine Months Ended 
 September 30, 2013
 
 
 
 
(in millions)
 
 
 
 
 
AIF(3)
U.S. Performing Credit
 
2013
 
$
275.7

 
$
414.9

 
$
276.9

 
NM

(4) 
NM

(4) 
AFT(3)
U.S. Performing Credit
 
2011
 
294.6
 
448.2
 
294.8
 
18.4
%
 
6.2
%
 
AMTG(5)
Structured Credit
 
2011
 
790.7
 
3,771.1
 
765.0
 
NM

(4) 
NM

(4) 
AINV(6)
Opportunistic Credit
 
2004
 
2,977.7
 
3,153.7
 
1,833.2
 
54.7

 
5.3

 
 
 
 
 
 
$
4,338.7

 
$
7,787.9

 
$
3,169.9

 
 
 
 
 

(1)
An initial public offering ("IPO") year represents the year in which the vehicle commenced trading on a national securities exchange. AIF, AFT, and AMTG are publicly traded vehicles traded on the New York Stock Exchange ("NYSE"). AINV is a public investment company traded on the National Association of Securities Dealers Automated Quotation ("NASDAQ").
(2)
Amounts represent raised capital net of offering and issuance costs.
(3)
The Apollo Senior Floating Rate Fund Inc. (“AFT”) and Apollo Tactical Income Fund Inc. (“AIF”) completed their initial public offerings during the first quarter of 2011 and 2013, respectively. Gross Assets represents total managed assets of these closed-end funds. Refer to www.agmfunds.com for the most recent financial information on AFT and AIF. The information contained in AFT’s and AIF’s websites is not part of this press release.
(4)
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.
(5)
Refer to www.apolloresidentialmortgage.com for the most recent financial information on AMTG. The information contained in AMTG’s website is not part of this press release.
(6)
Net return for AINV represents net asset value return including reinvested dividends. Refer to www.apolloic.com for the most recent public financial information on AINV. The information contained in AINV’s website is not part of this press release. All amounts are as of June 30, 2013.


17



APOLLO GLOBAL MANAGEMENT, LLC
FUND PERFORMANCE (UNAUDITED)
Real Estate
The following table summarizes the investment record for certain funds and SIAs with a defined maturity date and internal rate of return since inception, which for the purposes of this table is computed based on the actual dates of capital contributions, distributions and ending limited partners’ capital as of the specified date. All amounts are as of September 30, 2013, unless otherwise noted:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of 
September 30, 2013
 
As of 
 December 31, 2012
 
 
Vintage
Year
Committed
Capital
 
Current
Net Asset
Value
 
Total
Invested
Capital
 
Realized
 
Unrealized(1)
 
Total Value
 
Gross
IRR
 
Net
IRR
 
Gross
IRR
 
Net
IRR
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
AGRE U.S. Real Estate Fund, L.P(3)
2012
$
793.4

 
$
429.7

 
$
393.9

 
$
3.9

 
$
422.8

 
$
426.7

 
NM

(2) 
NM

(2) 
NM

(2) 
NM

(2) 
AGRE Debt Fund I, LP
2011
716.1

 
733.7

 
712.2

 
54.9

 
728.8

 
783.7

 
13.0
%
 
10.8
%
 
NM

(2) 
NM

(2) 
2011 A4 Fund, L.P.
2011
234.7

 
214.5

 
930.8

 

 
928.5

 
928.5

 
14.6

 
12.7
 
NM

(2) 
NM

(2) 
AGRE CMBS Fund, L.P.
2009
418.8

 
87.6

 
1,572.9

 

 
399.6

 
399.6

 
13.6

 
11.4

 
14.1
%
 
11.8
%
 
CPI Capital Partners North America
2006
600.0

 
64.9

 
452.5

 
315.9

 
58.8

 
374.7

 
16.8

(4) 
11.9

(4) 
NM

(4) 
NM

(4) 
CPI Capital Partners Asia Pacific
2006
1,291.6

 
448.5

 
1,156.4

 
1,108.8

 
463.9

 
1,572.7

 
32.9

(4) 
29.3

(4) 
NM

(4) 
NM

(4) 
CPI Capital Partners Europe(5)
2006
1,571.8

 
582.2

 
1,037.2

 
171.7

 
554.0

 
725.7

 
3.0

(4) 
1.2

(4) 
NM

(4) 
NM

(4) 
CPI Other(6)
Various
2,383.5

 
867.6

 
N/A

(6) 
N/A

(6) 
N/A

(6) 
N/A

(6) 
NM

(6) 
NM

(6) 
NM

(6) 
NM

(6) 
Totals
 
$
8,009.9

 
$
3,428.7

 
$
6,255.9

 
$
1,655.2

 
$
3,556.4

 
$
5,211.6

 
 
 
 
 
 
 
 
 
(1)
Figures include estimated fair value of unrealized investments.
(2)
Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.
(3)
AGRE U.S. Real Estate Fund, L.P., a closed-end private investment fund that intends to make real estate-related investments principally located in the United States, held closings in January 2011, June 2011 and April 2012 for a total of $263.2 million in base capital commitments and $450 million in additional capital commitments. Additionally, there was $80.2 million of co-invest commitments raised, which is included in the figures in the table above.
(4)
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 September 30, 2013 were (7.4)%, 6.4% and (10.0)% 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.
(5)
CPI Capital Partners Europe is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.35 as of September 30, 2013.
(6)
CPI Other consists of funds or individual investments of which we are not the general partner or manager and only receive 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 we perform primarily an administrative role.
The following table summarizes the investment record for Apollo Commercial Real Estate Finance, Inc. (“ARI”) as of September 30, 2013:
 
 
IPO Year
 
Raised Capital      
 
Gross Assets    
 
Current Net Asset Value    
 
(in millions)
ARI(1)
2009
 
$714.6
 
$952.8
 
$682.9
(1)
ARI is a public company traded on the NYSE. Refer to www.apolloreit.com for the most recent financial information on ARI. The information contained in ARI’s website is not part of this press release.


18



APOLLO GLOBAL MANAGEMENT, LLC
SUPPLEMENTAL SEGMENT INFORMATION (UNAUDITED)
Athene and SIAs

As of September 30, 2013, Athene Asset Management LLC had $16.4 billion of total AUM in accounts owned by or related to Athene, of which approximately $7.1 billion, was either sub-advised by Apollo or invested in Apollo funds and investment vehicles. Of the approximately $7.1 billion of assets, the vast majority were in sub-advisory managed accounts that manage high grade credit asset classes, such as CLO debt, commercial mortgage backed securities, and insurance-linked securities.
In addition to certain funds and SIAs included in the investment record tables and capital deployed from certain SIAs across our private equity, credit and real estate funds, we also managed an additional approximate $6.7 billion of total AUM in SIAs as of September 30, 2013. The above investment record tables exclude certain funds and SIAs with an aggregate AUM of approximately $5.0 billion as of September 30, 2013, which were excluded because management deemed them to be immaterial.
Supplemental Segment Information
Private Equity Dollars Invested and Uncalled Commitments
The following table summarizes the private equity dollars invested during the specified reporting periods:
 
 
For the Three Months 
 Ended 
 September 30,
 
For the Nine Months 
 Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
Private equity dollars invested
$
120

 
$
78

 
$
1,488

 
$
2,719

The following table summarizes the uncalled private equity commitments as of September 30, 2013 and 2012, and December 31, 2012:
 
 
As of September 30, 
 2013
 
As of 
 December 31, 2012
 
As of September 30, 
 2012
 
(in millions)
Uncalled private equity commitments
$
16,125

 
$
7,464

 
$
7,105

Cost and Fair Value of our Funds’ Investments by Segment
The following table provides a summary of the cost and fair value of our funds’ investments by segment:
 
 
As of 
 September 30, 2013
(1) 
As of 
 September 30, 2012

As of 
 December 31, 2012
(1) 
 
(in millions)
 
Private Equity:
 
 
 
 
 
 
Cost
$
14,548

 
$
16,386

 
$
16,927

 
Fair Value
24,002

 
25,353

 
25,867

 
Credit:
 
 
 
 
 
 
Cost
$
15,416

(3) 
$
15,978

 
$
15,097

(2) 
Fair Value
15,865

(3) 
17,460

 
16,287

(2) 
Real Estate:
 
 
 
 
 
 
Cost
$
4,515

 
$
3,883

 
$
3,848

(2) 
Fair Value
4,402

 
3,550

 
3,680

(2) 
(1)
Cost and fair value amounts are presented for investments of the funds that are listed in the investment record tables.
(2)
AMTG and ARI amounts are as of September 30, 2012.
(3)
AINV amounts are as of June 30, 2013.
As of September 30, 2013, approximately 73% of the value of our fund investments on a gross basis was determined using market-based valuation methods (i.e., reliance on broker or listed exchange quotes) and the remaining 27% was determined primarily by comparable company and industry multiples or discounted cash flow models. For our private equity, credit and real estate segments, the percentage determined using market-based valuation methods as of September 30, 2013 was 62%, 86% and 50%, respectively.

19



APOLLO GLOBAL MANAGEMENT, LLC
CARRIED INTEREST RECEIVABLE AND CARRIED INTEREST INCOME
(LOSS) SUMMARY (UNAUDITED)
The table below presents an analysis of our (i) carried interest receivable and (ii) realized and unrealized carried interest income (loss) for our combined segments’ Incentive Business as of and for the three and nine months ended September 30, 2013:
 
As of 
 September 30, 2013
 
For the Three Months Ended 
 September 30, 2013
 
For the Nine Months Ended 
 September 30, 2013
 
Carried
Interest
Receivable
 
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
$
905.4

 
$
51.0

 
$
286.6

 
$
337.6

 
$
1.2

 
$
871.8

 
$
873.0

Fund VI
758.0

 
197.4

 
231.1

 
428.5

 
487.7

 
598.0

 
1,085.7

Fund V
39.3

 
(28.2
)
 
16.4

 
(11.8
)
 
(95.0
)
 
95.9

 
0.9

Fund IV
8.0

 
(2.5
)
 

 
(2.5
)
 
(2.9
)
 

 
(2.9
)
AAA/Other (1)(2)
208.9

 
100.6

 

 
100.6

 
115.2

 

 
115.2

Total Private Equity Funds
1,919.6

 
318.3

 
534.1

 
852.4

 
506.2

 
1,565.7

 
2,071.9

Credit Funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Performing Credit
146.1

 
(65.3
)
 
95.9

 
30.6

 
(101.6
)
 
200.8

 
99.2

Opportunistic Credit
53.1

 
5.0

 

 
5.0

 
40.8

 
8.8

 
49.6

Structured Credit
51.1

 
7.3

 
7.1

 
14.4

 
26.0

 
8.2

 
34.2

European Credit
22.3

 
5.1

 
1.8

 
6.9

 
9.0

 
7.6

 
16.6

Non-Performing Loans
131.8

 
37.6

 

 
37.6

 
29.9

 
33.0

 
62.9

Total Credit Funds
404.4

 
(10.3
)
 
104.8

 
94.5

 
4.1

 
258.4

 
262.5

Real Estate Funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
CPI Funds
6.6

 
1.9

 

 
1.9

 
(3.9
)
 
0.5

 
(3.4
)
AGRE U.S. Real Estate Fund, L.P.
1.4

 
1.4

 

 
1.4

 
1.4

 

 
1.4

Total Real Estate Funds
8.0

 
3.3

 

 
3.3

 
(2.5
)
 
0.5

 
(2.0
)
Total
$
2,332.0

(3) 
$
311.3

 
$
638.9

 
$
950.2

 
$
507.8

 
$
1,824.6

 
$
2,332.4

(1)
Includes certain strategic investment accounts.
(2)
Includes $80.3 million of carried interest receivable from AAA Investments' investment in Athene Holding Ltd., which may be settled in 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. to the AAA unitholders; in the event there is not a distribution of shares, the receivable will be settled in cash. During the three and the nine months ended September 30, 2013, the Company earned $7.6 million and $11.3 million, respectively from AAA Investments' investment in Athene Holding Ltd.
(3)
There was a corresponding profit sharing payable of $1,078.0 million million as of September 30, 2013 that resulted in a net carried interest receivable amount of $1,254.0 million as of September 30, 2013. Included within profit sharing payable are contingent consideration obligations of $128.5 million.



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APOLLO GLOBAL MANAGEMENT, LLC
SUPPLEMENTAL SHARE INFORMATION (UNAUDITED)
The table below presents Non-GAAP weighted average diluted shares outstanding for the three and nine months ended September 30, 2013 and 2012:
 
 
For the Three Months Ended 
 September 30,
 
For the Nine Months Ended 
 September 30,
 
2013
 
2012
 
2013
 
2012
Total GAAP Weighted Average Outstanding Class A Shares:
 
 
 
 
 
 
 
Basic
142,829,913

 
128,980,438

 
137,165,119

 
126,909,962

Non-GAAP Adjustments:
 
 
 
 
 
 
 
AOG units
231,230,636

 
240,000,000

 
235,535,012

 
240,000,000

Vested RSUs(1)
20,728,513

 
17,966,334

 
20,838,687

 
18,623,887

Non-GAAP Weighted Average Diluted Shares Outstanding
394,789,062

 
386,946,772

 
393,538,818

 
385,533,849

(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 September 30, 2013 and 2012:
 
 
As of  
 September 30,
 
2013
 
2012
Total GAAP Outstanding Class A Shares:
 
 
 
Basic
143,700,234

 
129,874,286

Non-GAAP Adjustments:
 
 
 
AOG units
231,230,636

 
240,000,000

Vested RSUs(1)
20,290,037

 
18,354,474

Non-GAAP Diluted Shares Outstanding
395,220,907

 
388,228,760

(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 4.0 million and 5.3 million unvested RSUs that participate in distributions as of September 30, 2013 and 2012, respectively.


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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 such funds and those of the company’s shareholders by providing such individuals a profit sharing interest in the carried interest income earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the company’s performance and growth for the year.
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 non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of AOG units, income tax expense, amortization of intangibles associated with the 2007 reorganization as well as acquisitions and Non-controlling Interests excluding the remaining interest held by certain individuals who receive an allocation of income from certain of our credit management companies. 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. 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.

ENI After Taxes per Share represents ENI After Taxes which is divided by Non-GAAP Weighted Average Diluted Shares Outstanding. We believe ENI After Taxes per Share provides useful information to shareholders because management uses ENI After Taxes per Share as the basis to derive our earnings available for the determination of distributions to Class A shareholders.




22



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

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 231,230,636 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 described above.

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 231,230,636 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.
Definitions
 
Assets Under Management, or AUM, refers to the investments we manage or with respect to which we have control, including capital we have the right to call from our investors pursuant to their capital commitments to various funds. Our AUM equals the sum of:

(i)
the fair value of our private equity investments plus the capital that we are entitled to call from our investors pursuant to the terms of their capital commitments to the extent a fund is within the commitment period in which management fees are calculated based on total commitments to the fund;
(ii)
the net asset value of our credit funds, other than certain CLOs, which we measure by using the mark-to-market value of the aggregate principal amount of the underlying collateralized loan obligation) or certain CLO and collateralized debt obligation credit funds that have a fee generating basis other than mark-to-market assets or liabilities, plus used or available leverage and/or capital commitments;
(iii)
the gross asset value or net asset value of our real estate entities and the structured portfolio company investments included within the funds we manage, which includes the leverage used by such structured portfolio companies;
(iv)
the incremental value associated with the reinsurance investments of the portfolio company assets that we manage; and
(v)
the fair value of any other investments that we manage plus unused credit facilities, including capital commitments for investments that may require pre-qualification before investment plus any other capital commitments 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.

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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 that we manage and on which we earn management fees or monitoring fees pursuant to management agreements on a basis that varies among the Apollo funds. 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, are generally based on the total value of certain structured portfolio company investments, which normally include leverage, less any portion of such total value that is already considered in fee-generating AUM.
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. 
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.
 
Private equity dollars invested is the aggregate amount of dollars invested by certain of Apollo’s private equity funds 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 private equity commitments represents unfunded capital commitments that certain of Apollo’s private equity funds have received from its limited partners to contribute capital 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 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 September 30, 2013 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 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 an Apollo fund exceeds all requirements detailed within the applicable fund agreement.


24