Apollo Global Management LLC : Form 8-K

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

Date of Report (Date of earliest event reported): February 21, 2020

Apollo Global Management, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35107	20-8880053
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9 West 57th Street, 43rd Floor

New York, New York 10019

(Address of principal executive offices) (Zip Code)

[phone]

(Registrant's 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 (see General Instruction A.2. below):

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		APO		New York Stock Exchange
6.375% Series A Preferred Stock		APO.PR A		New York Stock Exchange
6.375% Series B Preferred Stock		APO.PR B		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On February 21, 2020, Apollo Global Management, Inc. (the "Company") filed its annual report on Form 10-K as of and for the fiscal year ended December 31, 2019. Pursuant to that certain indenture, dated as of May 30, 2014, as supplemented, among Apollo Management Holdings, L.P. ("AMH"), the guarantors party thereto (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.

1. Exhibits

Exhibit No.	Description
99.1	Unaudited reconciliation of financial data.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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, INC.
Date: February 21, 2020	By:	/s/ Robert MacGoey
		Robert MacGoey
		Chief Accounting Officer

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 fiscal year ended December 31, 2019. 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, Inc.'s financial statements for the relevant periods.

		As of December 31, 2019
	Total Apollo	Consolidated Funds			Total Apollo Global
	Operating Group		Other (1)	Management, Inc.
	Consolidated	& VIEs		Consolidated
Statement of Financial Data	(dollars in thousands)
Assets:

Cash and cash equivalents	$
Restricted cash
U.S. Treasury securities, at fair value
Investments (includes performance allocations of $1,507,571 as of December 31, 2019)
Assets of consolidated variable interest entities:
Cash and cash equivalents
Investments, at fair value
Other assets
Incentive fees receivable
Due from related parties
Deferred tax assets, net
Other assets
Lease assets
Goodwill
Total Assets	$
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable and accrued expenses	$
Accrued compensation and benefits
Deferred revenue
Due to related parties
Profit sharing payable
Debt
Liabilities of consolidated variable interest entities:
Debt, at fair value
Other liabilities
Due to related parties
Other liabilities
Lease liabilities
Total Liabilities
Stockholders' Equity:
Apollo Global Management, Inc. stockholders' equity:
Series A Preferred Stock, 11,000,000 shares issued and outstanding as of December 31,
2019
Series B Preferred Stock, 12,000,000 shares issued and outstanding as of December 31,
2019
Additional paid in capital
Retained earnings (accumulated deficit)
Accumulated other comprehensive loss
Total Apollo Global Management, Inc. stockholders' equity
Non-Controlling Interests in consolidated entities
Non-Controlling Interests in Apollo Operating Group
Total Stockholders' Equity
Total Liabilities and Stockholders' Equity	$

1,556,124	$	-	$	78	$	1,556,202
19,779				-			-			19,779
554,387			-			-			554,387
3,704,333				595			(95,069)			3,609,859
-				45,329			-			45,329
-			1,213,169			-			1,213,169
-				41,688			-			41,688
2,414			-			-			2,414
552,061				-			(136,992)			415,069
2,612			-			470,553			473,165
289,989				-			36,460			326,449
190,696			-			-			190,696
93,911				-			-			93,911
6,966,306	$	1,300,781	$	275,030	$	8,542,117

89,663	$	-	$	4,701	$	94,364
64,393				-			-			64,393
84,639			-			-			84,639
199,560				-			301,827			501,387
758,669			-			-			758,669
2,650,600				-			-			2,650,600
-				893,711			(43,564)			850,147
-			79,762			(190)			79,572
-				923			(923)			-
210,740			-			-			210,740
209,479				-			-			209,479
4,267,743			974,396			261,851			5,503,990

264,398		-			-			264,398
289,815			-			-			289,815
-		-			1,302,587			1,302,587
1,238,983			26,744			(1,265,727)			-
(5,410)		(3,379)			4,211			(4,578)
1,787,786			23,365			41,071			1,852,222
6,776		303,020			(27,892)			281,904
904,001			-			-			904,001
2,698,563		326,385			13,179			3,038,127
6,966,306		$	1,300,781		$	275,030		$	8,542,117

1. Includes eliminations for VIE and fund consolidation and entities not included in the Apollo Operating Group.

					For the Year Ended December 31, 2019
		Total Apollo											Total Apollo
			Consolidated Funds							Global
	Operating Group				Other(1)		Management, Inc.
		Consolidated			& VIEs					Consolidated
Statement of Operating Data						(dollars in thousands)
Revenues:
Management fees	$	1,579,598			$	-			$	(3,784)			$	1,575,814
Advisory and transaction fees, net		123,644				-			-			123,644
Investment income:
Performance allocations		1,062,684				-			(5,545)			1,057,139
Principal investment income		170,055				-				(3,528)				166,527
Total investment income		1,232,739				-			(9,073)			1,223,666
Incentive fees		8,725				-				-				8,725
Total Revenues		2,944,706				-			(12,857)			2,931,849
Expenses:
Compensation and benefits:
Salary, bonus and benefits		514,513				-			-			514,513
Equity-based compensation		189,648				-				-				189,648
Profit sharing expense		556,926				-			-			556,926
Total compensation and benefits		1,261,087				-				-				1,261,087
Interest expense		98,366				-			3				98,369
General, administrative and other		329,623				-				719				330,342
Placement fees		1,482				-			-			1,482
Total Expenses		1,690,558				-				722				1,691,280
Other Income:
Net gains from investment activities		138,117				37				-			138,154
Net gains from investment activities of consolidated variable interest entities		-				34,791				5,120				39,911
Interest income		36,858				-			(1,336)			35,522
Other income (loss), net		4,006				-				(50,313)				(46,307)
Total Other Income		178,981				34,828				(46,529)			167,280
Income before income tax (provision) benefit		1,433,129				34,828				(60,108)				1,407,849
Income tax (provision) benefit		(15,890)			-			144,884				128,994
Net Income		1,417,239				34,828				84,776				1,536,843
Net income attributable to Non-controlling Interests		(667,898)			(25,752)			-			(693,650)
Net Income Attributable to Apollo Global Management, Inc.		749,341				9,076				84,776				843,193
Series A Preferred Stock Dividends		(17,531)			-			-			(17,531)
Series B Preferred Stock Dividends		(19,125)				-				-				(19,125)
Net Income Attributable to Apollo Global Management, Inc. Class A Common	$	712,685		$	9,076		$	84,776		$	806,537
Stockholders

1. Includes eliminations for VIE and fund consolidation and entities not included in the Apollo Operating Group.