Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 10-Q
 
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBERJUNE 30, 20182019 OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-35107
 
APOLLO GLOBAL MANAGEMENT, LLC
(Exact name of Registrant as specified in its charter)
 
Delaware 20-8880053
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
9 West 57th Street,43rd Floor
New York,New York10019
(Address of principal executive offices) (Zip Code)
(212) (212) 515-3200
(Registrant’s telephone number, including area code)
 


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x   No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes x   No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨
Non-accelerated filer o Smaller reporting company ¨
    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.  
 ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨   No x
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A shares representing limited liability company interestsAPONew York Stock Exchange
6.375% Series A Preferred sharesAPO.PR ANew York Stock Exchange
6.375% Series B Preferred sharesAPO.PR BNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
As of November 2, 2018August 5, 2019 there were 201,427,878200,788,068 Class A shares and 1 Class B share outstanding.

 TABLE OF CONTENTS 
  Page
PART I 
   
ITEM 1.
   
  
   
 
   
 
   
 
   
 
   
 
   
 
   
ITEM 1A.
   
ITEM 2.
   
ITEM 3.
   
ITEM 4.
   
PART II 
   
ITEM 1.
   
ITEM 1A.
   
ITEM 2.
   
ITEM 3.
   
ITEM 4.
   
ITEM 5.
   
ITEM 6.
  
 





Forward-Looking Statements
This quarterly report may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, discussions related to Apollo’s expectations regarding the performance of its business, 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 quarterly report, 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 credit, private equity, or real assets 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 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 12, 2018March 1, 2019 (the “2017“2018 Annual Report”); and in this report; as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our 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.
Terms Used in This Report
In this quarterly report, references to “Apollo,” “we,” “us,” “our” and the “Company” refer collectively to Apollo Global Management, LLC, a Delaware limited liability company, and its subsidiaries, including the Apollo Operating Group and all of its subsidiaries, or as the context may otherwise require;
“AMH” refers to Apollo Management Holdings, L.P., a Delaware limited partnership, that is an indirect subsidiary of Apollo Global Management, LLC;
“Apollo funds”, “our funds” and references to the “funds” we manage, refer to the funds (including the parallel funds and alternative investment vehicles of such funds), partnerships, accounts, including strategic investment accounts or “SIAs,” alternative asset companies and other entities for which subsidiaries of the Apollo Operating Group provide investment management or advisory services;
“Apollo Operating Group” refers to (i) the limited partnerships and limited liability companies through which our Managing Partners currently operate our businesses and (ii) one or more limited partnerships or limited liability companies formed for the purpose of, among other activities, holding certain of our gains or losses on our principal investments in the funds, which we refer to as our “principal investments”;
“Assets Under Management”, or “AUM”, refers to the assets of the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services, including, without limitation, capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our AUM equals the sum of:
(i)the net asset value, or “NAV,” plus used or available leverage and/or capital commitments, or gross assets plus capital commitments, of the credit funds, partnerships and accounts for which we provide investment management or advisory services, other than certain collateralized loan obligations (“CLOs”), collateralized debt obligations (“CDOs”), and certain permanent capital vehicles, which have a fee-generating basis other than the mark-to-market value of the underlying assets;
(ii)the fair value of the investments of the private equity and real assets funds, partnerships and accounts we manage or advise plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments;
(ii)the netcommitments, plus portfolio level financings; for certain permanent capital vehicles in real assets, gross asset value or “NAV,” of the credit funds, partnerships and accounts for which we provide investment management or advisory services, other than certain collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”), which have a fee-generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments;financing capacity;
(iii)the gross asset value or net asset value of the real assets funds, partnerships and accounts we manage, and the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, which includes the leverage used by such structured portfolio company investments;
(iv)the incremental value associated with the reinsurance investments of the portfolio company assets we manage or advise; and

(v)(iv)the fair value of any other assets that we manage or advise for the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification or other conditions before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above.

investment-related services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification or other conditions before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above.
Our AUM measure includes Assets Under Management for which we charge either nominal or zero fees. Our AUM measure also includes assets for which we do not have investment discretion, including certain assets for which we earn only investment-related service fees, rather than management or advisory 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. Our calculation also differs from the manner in which our affiliates registered with the SEC report “Regulatory Assets Under Management” on Form ADV and Form PF in various ways;
“Fee-Generating AUM” consists of assets of the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services and on which we earn management fees, monitoring fees or other investment-related fees pursuant to management or other fee agreements on a basis that varies among the Apollo funds, partnerships and accounts. Management fees are normally based on “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted cost of all unrealized portfolio investments,” “capital commitments,” “adjusted assets,” “stockholders’ equity,” “invested capital” or “capital contributions,” each as defined in the applicable management agreement. Monitoring fees, also referred to as advisory fees, with respect to the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, are generally based on the total value of such structured portfolio company investments, which normally includes leverage, less any portion of such total value that is already considered in Fee-Generating AUM;
“Non-Fee-Generating AUM” refers to AUM that does not produce management fees or monitoring fees. This measure generally includes 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 interests;
(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.
“Performance Fee-Eligible AUM” refers to the AUM that may eventually produce performance fees. All funds for which we are entitled to receive a performance fee allocation or incentive fee are included in Performance Fee-Eligible AUM, which consists of the following:
(i)“Performance Fee-Generating AUM”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently above its hurdle rate or preferred return, and profit of such funds, partnerships and accounts is being allocated to, or earned by, the general partner in accordance with the applicable limited partnership agreements or other governing agreements;
(ii)“AUM Not Currently Generating Performance Fees”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently below its hurdle rate or preferred return; and

(iii)“Uninvested Performance Fee-Eligible AUM”, which refers to capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is available for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements, which capital is not currently part of the NAV or fair value of investments that may eventually produce performance fees allocable to, or earned by, the general partner.
“AUM with Future Management Fee Potential”refers to the committed uninvested capital portion of total AUM not
currently earning management fees. The amount depends on the specific terms and conditions of each fund;
We use AUM as a performance measure of our funds’ 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 performance fees;
“Advisory” refers to certain assets advised by Apollo Asset Management Europe PC LLP, a wholly-owned subsidiary of Apollo Asset Management Europe LLP (collectively, “AAME”). The AAME entities are subsidiaries of Apollo;
Athene Holding” refers to Athene Holding Ltd. (together with its subsidiaries, “Athene”), a leading retirement services company that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs, and to which Apollo, through its consolidated subsidiary Athene Asset Management LLC (“Athene Asset Management” or “AAM’), provides asset management and advisory services;
“Athora” refers to a strategic platform established to acquire or reinsure blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora Accounts”). The Company, through its consolidated subsidiary, AAME, provides investment advisory services to Athora. Athora Non-Sub-Advised Assets includes the Athora assets which are managed by Apollo but not sub-advised by Apollo nor invested in Apollo funds or investment vehicles. Athora Sub-Advised includes assets which the Company explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages;
capital deployed” or “deployment” is the aggregate amount of capital that has been invested during a given period (which may, in certain cases, include leverage) by (i) our drawdowncommitment based funds and (ii) SIAs that have a defined maturity date and (iii) funds and SIAs in our real estate debt strategy;date;
“Contributing Partners” refer to those of our partners and their related parties (other than our Managing Partners) who indirectly beneficially own (through Holdings) Apollo Operating Group units;
drawdown” refers to commitment-based funds and certain SIAs in which investors make a commitment to provide capital at the formation of such funds and SIAs and deliver capital when called as investment opportunities become available. It includes assets of Athene Holding Ltd. (“Athene Holding”) and its subsidiaries (collectively “Athene”) managed by Athene Asset Management LLC (“Athene Asset Management” or “AAM”) that are invested in commitment-based funds;
gross IRR” of a credit fund and the principal finance funds within the real assets segment represents the annualized return of a fund based on the actual timing of all cumulative fund cash flows before management fees, performance fees allocated to the general partner and certain other expenses. Calculations may include certain investors that do not pay fees. The terminal value is the net asset value as of the reporting date. Non-U.S. dollar denominated (“USD”) fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor;
“gross IRR” of a private equity fund represents the cumulative investment-related cash flows (i) for a given investment for the fund or funds which made such investment, and (ii) for a given fund, in the relevant fund itself (and not any one investor in the fund), in each case, on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on SeptemberJune 30, 20182019 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, performance fees and certain other 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. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor;
“gross IRR” of a real assets fund excluding the principal finance funds represents the cumulative investment-related cash flows in the fund itself (and not any one investor in the fund), on the basis of the actual timing of cash inflows and outflows (for unrealized investments assuming disposition on SeptemberJune 30, 20182019 or other date specified) starting on the date that each investment closes, and the return is annualized and compounded before management fees, performance fees, and certain other 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. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor;

“gross return” of a credit or real assets fund is the monthly or quarterly time-weighted return that is equal to the percentage change in the value of a fund’s portfolio, adjusted for all contributions and withdrawals (cash flows) before the effects of management fees, incentive fees allocated to the general partner, or other fees and expenses. Returns for credit funds are calculated for all funds and accounts in the respective strategies excluding assets for Athene, Athora and certain other entities where we manage or may manage a significant portion of Athene sub-advised portfolios andthe total company assets. Returns of CLOs represent the gross returns on invested assets, which exclude cash.assets. Returns over multiple periods are calculated by geometrically linking each period’s return over time;

“Holdings” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership through which our Managing Partners and Contributing Partners indirectly beneficially own their interests in the Apollo Operating Group units;
“inflows” represents (i) at the individual segment level, subscriptions, commitments, and other increases in available capital, such as acquisitions or leverage, net of inter-segment transfers, and (ii) on an aggregate basis, the sum of inflows across the credit, private equity and real assets segments;
liquid/performing” includes CLOs and other performing credit vehicles, hedge fund style credit funds, structured credit funds and SIAs, as well as sub-advised managed accounts owned by or related to Athene. Certain commitment-based SIAs are included as the underlying assets are liquid;
Managing Partners” refer to Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and, when used in reference to holdings of interests in Apollo or Holdings, includes certain related parties of such individuals;
“net IRR” of a credit fund and the principal finance funds within the real assets segment represents the annualized return of a fund after management fees, performance fees allocated to the general partner and certain other expenses, calculated on investors that pay such fees. The terminal value is the net asset value as of the reporting date. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor;
“net IRR” of a private equity fund means the gross IRR applicable to a fund, including returns for related parties which may not pay fees or performance fees, net of management fees, certain expenses (including interest incurred or earned by the fund itself) and realized performance fees all offset to the extent of interest income, and measures returns at the fund level on amounts that, if distributed, would be paid to investors of the fund. The timing of cash flows applicable to investments, management fees and certain expenses, may be adjusted for the usage of a fund’s subscription facility. To the extent that a fund exceeds all requirements detailed within the applicable fund agreement, 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 of such fund, thereby reducing the balance attributable to fund investors. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor;
“net IRR” of a real assets fund excluding the principal finance funds represents the cumulative cash flows in the fund (and not any one investor in the fund), on the basis of the actual timing of cash inflows received from and outflows paid to investors of the fund (assuming the ending net asset value as of SeptemberJune 30, 20182019 or other date specified is paid to investors), excluding certain non-fee and non-performance fee bearing parties, and the return is annualized and compounded after management fees, performance fees, and certain other expenses (including interest incurred by the fund itself) and measures the returns to investors of the fund as a whole.  Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor;
“net return” of a credit or real assets fund represents the gross return after management fees, incentiveperformance fees allocated to the general partner, or other fees and expenses. Returns of Athene sub-advised portfolios and CLOs represent the gross or net returns on invested assets, which exclude cash. Returns over multiple periods are calculated by geometrically linking each period’s return over time;
“our manager” means AGM Management, LLC, a Delaware limited liability company that is controlled by our Managing Partners;
“performance allocations”, “performance fees”, “performance revenues”, “incentive fees” and “incentive fees”income” refer to interests granted to Apollo by an Apollo fund that entitle Apollo to receive allocations, distributions or fees which are based on the performance of such fund or its underlying investments;
“permanent capital vehicles” refers to (a) assets that are owned by or related to Athene or Athora Holding Ltd. (“Athora Holding” and together with its subsidiaries, “Athora”), (b) assets that are owned by or related to MidCap FinCo Designated Activity Company (“MidCap”) and managed by Apollo, (c) assets of publicly traded vehicles managed by Apollo such as Apollo Investment Corporation (“AINV”), Apollo Commercial Real Estate Finance, Inc. (“ARI”), Apollo Tactical Income Fund Inc. (“AIF”), and Apollo Senior Floating Rate Fund Inc. (“AFT”), in each case that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law and (d) a non-traded business development company from which Apollo earns certain investment-related service fees. The investment management agreements of AINV, AIF and AFT have one year terms, are reviewed annually and remain in effect only if approved by the boards

of directors of such companies or by the affirmative vote of the holders of a majority of the outstanding voting shares of such companies, including in either case, approval by a majority of the directors who are not “interested persons” as defined in the Investment Company Act of 1940. In addition, the investment management agreements of AINV, AIF and AFT may be terminated

in certain circumstances upon 60 days’ written notice. The investment management agreement of ARI has a one year term and is reviewed annually by ARI’s board of directors and may be terminated under certain circumstances by an affirmative vote of at least two-thirds of ARI’s independent directors. The investment management or advisory arrangements between each of MidCap and Apollo, as well as between Athene and Apollo, and Athora and Apollo, may also be terminated under certain circumstances. The agreement pursuant to which Apollo earns certain investment-related service fees from a non-traded business development company may be terminated under certain limited circumstances;
“private equity fund appreciation (depreciation)” refers to gain (loss) and income for the traditional private equity funds (as defined below), Apollo Natural Resources Partners, L.P. (“ANRP I”), Apollo Natural Resources Partners II, L.P. (“ANRP II”), Apollo Natural Resources Partners III, L.P. (“ANRP III”), Apollo Special Situations Fund, L.P. and, AION Capital Partners Limited (“AION”) and Apollo Hybrid Value Fund, L.P. (together with its parallel funds and alternative investment vehicles, “Hybrid Value Fund”) for the periods presented on a total return basis before giving effect to fees and expenses. The performance percentage is determined by dividing (a) the change in the fair value of investments over the period presented, minus the change in invested capital over the period presented, plus the realized value for the period presented, by (b) the beginning unrealized value for the period presented plus the change in invested capital for the period presented. Returns over multiple periods are calculated by geometrically linking each period’s return over time;
“private equity investments” refer to (i) direct or indirect investments in existing and future private equity funds managed or sponsored by Apollo, (ii) direct or indirect co-investments with existing and future private equity funds managed or sponsored by Apollo, (iii) direct or indirect investments in securities which are not immediately capable of resale in a public market that Apollo identifies but does not pursue through its private equity funds, and (iv) investments of the type described in (i) through (iii) above made by Apollo funds;
“Realized Value” refers to all cash investment proceeds received by the relevant Apollo fund, including interest and dividends, but does not give effect to management fees, expenses, incentive compensation or performance fees to be paid by such Apollo fund;
“Redding Ridge” refers to Redding Ridge Asset Management, LLC and its subsidiaries, which is a standalone, self-managed asset management business established in connection with risk retention rules that manages CLOs and retains the required risk retention interests;
“Remaining Cost” represents the initial investment of the fund in a portfolio investment, reduced for any return of capital distributed to date on such portfolio investment;
“Strategic Investor” refers to the California Public Employees’ Retirement System, or “CalPERS”;
“Total Invested Capital” refers to the aggregate cash invested by the relevant Apollo fund and includes capitalized costs relating to investment activities, if any, but does not give effect to cash pending investment or available for reserves;
“Total Value” represents the sum of the total Realized Value and Unrealized Value of investments;
“traditional private equity funds” refers to Apollo Investment Fund I, L.P. (“Fund I”), AIF II, L.P. (“Fund II”), a mirrored investment account established to mirror Fund I and Fund II for investments in debt securities (“MIA”), Apollo Investment Fund III, L.P. (together with its parallel funds, “Fund III”), Apollo Investment Fund IV, L.P. (together with its parallel fund, “Fund IV”), Apollo Investment Fund V, L.P. (together with its parallel funds and alternative investment vehicles, “Fund V”), Apollo Investment Fund VI, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VI”), Apollo Investment Fund VII, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VII”), Apollo Investment Fund VIII, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VIII”) and Apollo Investment Fund IX, L.P. (together with its parallel funds and alternative investment vehicles, “Fund IX”);
“Unrealized Value” refers to the fair value consistent with valuations determined in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), for investments not yet realized and may include paypayments in kind, accrued interest and dividends receivable, if any, and before the effect of certain taxes.  In addition, amounts include committed and funded amounts for certain investments; and
“Vintage Year” refers to the year in which a fund’s final capital raise occurred, or, for certain funds, the year in which a fund’s investment period commences pursuant toas per its governing agreements.

PART I—FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS
APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
AS OF SEPTEMBERJUNE 30, 20182019 AND DECEMBER 31, 20172018
(dollars in thousands, except share data)
As of
September 30, 2018
 As of
December 31, 2017
As of
June 30, 2019
 As of
December 31, 2018
Assets:      
Cash and cash equivalents$854,574
 $751,273
$945,725
 $609,747
Restricted cash3,460
 3,875
17,651
 3,457
U.S. Treasury securities, at fair value390,448
 364,649
713,061
 392,932
Investments (includes performance allocations of $1,435,233 and $1,828,930 as of September 30, 2018 and December 31, 2017, respectively)3,415,165
 3,559,834
Investments (includes performance allocations of $1,229,894 and $912,182 as of June 30, 2019 and December 31, 2018, respectively)3,219,950
 2,722,612
Assets of consolidated variable interest entities:      
Cash and cash equivalents53,295
 92,912
67,085
 49,671
Investments, at fair value1,202,185
 1,196,190
1,183,487
 1,175,677
Other assets45,749
 39,484
59,131
 65,543
Incentive fees receivable7,710
 43,176

 6,792
Due from related parties335,778
 262,588
449,167
 378,108
Deferred tax assets, net348,588
 337,638
277,037
 306,094
Other assets207,477
 231,757
228,321
 192,169
Lease assets98,777
 
Goodwill88,852
 88,852
88,852
 88,852
Intangible assets, net18,877
 18,842
Total Assets$6,972,158
 $6,991,070
$7,348,244
 $5,991,654
Liabilities and Shareholders’ Equity      
Liabilities:      
Accounts payable and accrued expenses$82,008
 $68,873
$89,776
 $70,878
Accrued compensation and benefits159,516
 62,474
112,792
 73,583
Deferred revenue182,045
 128,146
92,274
 111,097
Due to related parties412,862
 428,013
401,631
 425,435
Profit sharing payable684,594
 752,276
595,954
 452,141
Debt1,361,024
 1,362,402
2,350,915
 1,360,448
Liabilities of consolidated variable interest entities:      
Debt, at fair value880,570
 1,002,063
859,357
 855,461
Other liabilities73,689
 115,658
86,712
 78,977
Other liabilities142,021
 173,369
112,679
 111,794
Lease liabilities105,164
 
Total Liabilities3,978,329
 4,093,274
4,807,254
 3,539,814
Commitments and Contingencies (see note 14)

 

Commitments and Contingencies (see note 15)


 


Shareholders’ Equity:      
Apollo Global Management, LLC shareholders’ equity:      
Series A Preferred shares, 11,000,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017264,398
 264,398
Series B Preferred shares, 12,000,000 and 0 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively289,815
 
Class A shares, no par value, unlimited shares authorized, 201,089,465 and 195,267,669 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively
 
Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding as of September 30, 2018 and December 31, 2017
 
Series A Preferred shares, 11,000,000 shares issued and outstanding as of June 30, 2019 and December 31, 2018264,398
 264,398
Series B Preferred shares, 12,000,000 shares issued and outstanding as of June 30, 2019 and December 31, 2018289,815
 289,815
Class A shares, no par value, unlimited shares authorized, 200,435,587 and 201,400,500 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
 
Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding as of June 30, 2019 and December 31, 2018
 
Additional paid in capital1,350,331
 1,579,797
1,052,259
 1,299,418
Accumulated deficit(273,535) (379,460)(222,007) (473,276)
Accumulated other comprehensive loss(3,600) (1,809)(5,192) (4,159)
Total Apollo Global Management, LLC shareholders’ equity1,627,409
 1,462,926
1,379,273
 1,376,196
Non-Controlling Interests in consolidated entities271,379
 140,086
280,662
 271,522
Non-Controlling Interests in Apollo Operating Group1,095,041
 1,294,784
881,055
 804,122
Total Shareholders’ Equity2,993,829
 2,897,796
2,540,990
 2,451,840
Total Liabilities and Shareholders’ Equity$6,972,158
 $6,991,070
$7,348,244
 $5,991,654
See accompanying notes to condensed consolidated financial statements.

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20182019 AND 20172018
(dollars in thousands, except share data)
For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
For the Three Months Ended
June 30,
 For the Six Months Ended
June 30,
2018 2017 2018 20172019 2018 2019 2018
Revenues:              
Management fees$358,750
 $301,443
 $987,102
 $852,291
$388,215
 $341,626
 $768,241
 $628,352
Advisory and transaction fees, net13,154
 16,209
 42,145
 54,905
31,124
 15,440
 50,693
 28,991
Investment income:              
Performance allocations124,856
 336,910
 129,776
 809,896
176,862
 129,085
 428,359
 4,920
Principal investment income16,153
 47,488
 25,334
 102,877
39,602
 22,175
 65,627
 9,181
Total investment income141,009
 384,398
 155,110
 912,773
216,464
 151,260
 493,986
 14,101
Incentive fees4,818
 9,670
 23,593
 23,563
776
 14,990
 1,436
 18,775
Total Revenues517,731
 711,720
 1,207,950
 1,843,532
636,579
 523,316
 1,314,356
 690,219
Expenses:              
Compensation and benefits:              
Salary, bonus and benefits112,722
 108,853
 343,623
 316,011
123,669
 115,075
 242,832
 230,901
Equity-based compensation50,334
 24,485
 123,643
 70,332
44,662
 37,784
 89,739
 73,309
Profit sharing expense63,059
 137,296
 121,327
 339,679
68,278
 70,545
 191,725
 58,268
Total compensation and benefits226,115
 270,634
 588,593
 726,022
236,609
 223,404
 524,296
 362,478
Interest expense15,209
 13,303
 44,168
 39,497
23,302
 15,162
 42,410
 28,959
General, administrative and other70,657
 68,149
 194,851
 189,918
81,839
 62,517
 153,501
 124,194
Placement fees746
 5,397
 1,384
 12,560
775
 311
 335
 638
Total Expenses312,727
 357,483
 828,996
 967,997
342,525
 301,394
 720,542
 516,269
Other Income:              
Net gains from investment activities155,283
 68,932
 20,645
 102,936
Net gains (losses) from investment activities45,060
 (67,505) 63,889
 (134,638)
Net gains from investment activities of consolidated variable interest entities13,001
 845
 28,746
 11,085
4,631
 9,213
 14,097
 15,745
Interest income5,411
 1,504
 13,517
 2,929
8,710
 4,547
 15,786
 8,106
Other income, net3,085
 25,387
 1,888
 44,776
Total Other Income176,780
 96,668
 64,796
 161,726
Other income (loss), net6,603
 (5,443) 6,693
 (1,197)
Total Other Income (Loss)65,004
 (59,188) 100,465
 (111,984)
Income before income tax provision381,784
 450,905
 443,750
 1,037,261
359,058
 162,734
 694,279
 61,966
Income tax provision(19,092) (16,542) (46,596) (54,926)(16,897) (18,924) (36,551) (27,504)
Net Income362,692
 434,363
 397,154
 982,335
342,161
 143,810
 657,728
 34,462
Net income attributable to Non-Controlling Interests(191,171) (231,411) (220,285) (542,507)(177,338) (80,200) (343,848) (29,114)
Net Income Attributable to Apollo Global Management, LLC171,521
 202,952
 176,869
 439,828
164,823
 63,610
 313,880
 5,348
Net income attributable to Series A Preferred Shareholders(4,383) (4,383) (13,149) (9,155)(4,383) (4,383) (8,766) (8,766)
Net income attributable to Series B Preferred Shareholders(4,781) 
 (9,350) 
(4,781) (4,569) (9,562) (4,569)
Net Income Attributable to Apollo Global Management, LLC Class A Shareholders$162,357
 $198,569
 $154,370
 $430,673
Distributions Declared per Class A Share$0.43
 $0.52
 $1.47
 $1.46
Net Income (Loss) Attributable to Apollo Global Management, LLC Class A Shareholders$155,659
 $54,658
 $295,552
 $(7,987)
Net Income Per Class A Share:              
Net Income Available to Class A Share – Basic$0.77
 $1.00
 $0.70
 $2.19
Net Income Available to Class A Share – Diluted$0.77
 $1.00
 $0.70
 $2.19
Net Income (Loss) Available to Class A Share – Basic$0.75
 $0.25
 $1.41
 $(0.09)
Net Income (Loss) Available to Class A Share – Diluted$0.75
 $0.25
 $1.41
 $(0.09)
Weighted Average Number of Class A Shares Outstanding – Basic200,347,996
 192,882,082
 199,837,707
 190,014,240
199,578,950
 200,711,475
 200,202,174
 199,578,334
Weighted Average Number of Class A Shares Outstanding – Diluted200,347,996
 192,882,082
 199,837,707
 190,014,240
199,578,950
 200,711,475
 200,202,174
 199,578,334


See accompanying notes to condensed consolidated financial statements.

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
FOR THE THREE AND NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20182019 AND 20172018
(dollars in thousands, except share data)
For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
For the Three Months Ended
June 30,
 For the Six Months Ended
June 30,
2018 2017 2018 20172019 2018 2019 2018
Net Income$362,692
 $434,363
 $397,154
 $982,335
$342,161
 $143,810
 $657,728
 $34,462
Other Comprehensive Income (Loss), net of tax:              
Currency translation adjustments, net of tax(2,318) 5,643
 (15,183) 14,583
4,596
 (17,885) (2,405) (12,865)
Net gain from change in fair value of cash flow hedge instruments27
 27
 79
 78
Net gain (loss) from change in fair value of cash flow hedge instruments(1,938) 25
 (1,912) 52
Net gain (loss) on available-for-sale securities(309) 290
 (546) 189
312
 (196) 230
 (237)
Total Other Comprehensive Income (Loss), net of tax(2,600) 5,960
 (15,650) 14,850
2,970
 (18,056) (4,087) (13,050)
Comprehensive Income360,092
 440,323
 381,504
 997,185
345,131
 125,754
 653,641
 21,412
Comprehensive Income attributable to Non-Controlling Interests(189,041) (236,410) (206,426) (550,695)(180,690) (64,459) (340,794) (17,385)
Comprehensive Income Attributable to Apollo Global Management, LLC$171,051
 $203,913
 $175,078
 $446,490
$164,441
 $61,295
 $312,847
 $4,027


See accompanying notes to condensed consolidated financial statements.

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE NINETHREE AND SIX MONTHS ENDED SEPTEMBERJUNE 30, 20182019 AND 20172018
(dollars in thousands, except share data)
Apollo Global Management, LLC Shareholders        Apollo Global Management, LLC Shareholders        
Class A
Shares
 
Class B
Shares
 Series A Preferred Shares Series B Preferred Shares 
Additional
Paid in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive Loss
 
Total Apollo
Global
Management,
LLC
Shareholders’
Equity
 
Non-
Controlling
Interests in
Consolidated
Entities
 
Non-
Controlling
Interests in
Apollo
Operating
Group
 
Total
Shareholders’
Equity
Class A
Shares
 
Class B
Shares
 Series A Preferred Shares Series B Preferred Shares 
Additional
Paid in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive Loss
 
Total Apollo
Global
Management,
LLC
Shareholders’
Equity
 
Non-
Controlling
Interests in
Consolidated
Entities
 
Non-
Controlling
Interests in
Apollo
Operating
Group
 
Total
Shareholders’
Equity
Balance at January 1, 2017185,460,294
 1
 $
 $
 $1,830,025
 $(986,186) $(8,723) $835,116
 $90,063
 $942,349
 $1,867,528
Adoption of new accounting guidance
 
 
 
 
 22,901
 
 22,901
 
 
 22,901
Dilution impact of issuance of Class A shares
 
 
 
 (295) 
 
 (295) 
 
 (295)
Equity issued in connection with Preferred shares offering
 
 264,398
 
 
 
 
 264,398
 
 
 264,398
Capital increase related to equity-based compensation
 
 
 
 52,442
 
 
 52,442
 
 
 52,442
Capital contributions
 
 
 
 
 
 
 
 43,758
 
 43,758
Distributions
 
 (9,155) 
 (288,726) 
 
 (297,881) (4,570) (329,172) (631,623)
Payments related to issuances of Class A shares for equity-based awards2,096,389
 
 
 
 
 (28,001) 
 (28,001) 
 
 (28,001)
Repurchase of Class A shares(233,248) 
 
 
 (6,903) 
 
 (6,903) 
 
 (6,903)
Exchange of AOG Units for Class A shares6,217,418
 
 
 
 41,224
 
 
 41,224
 
 (30,631) 10,593
Net income
 
 9,155
 
 
 430,673
 
 439,828
 8,967
 533,540
 982,335
Currency translation adjustments, net of tax
 
 
 
 
 
 6,436
 6,436
 11,518
 (3,371) 14,583
Net gain from change in fair value of cash flow hedge instruments
 
 
 
 
 
 37
 37
 
 41
 78
Net income on available-for-sale securities
 
 
 
 
 
 189
 189
 
 
 189
Balance at September 30, 2017193,540,853
 1
 $264,398
 $
 $1,627,767
 $(560,613) $(2,061) $1,329,491
 $149,736
 $1,112,756
 $2,591,983
Balance at January 1, 2018195,267,669
 1
 $264,398
 $
 $1,579,797
 $(379,460) $(1,809) $1,462,926
 $140,086
 $1,294,784
 $2,897,796
Adoption of new accounting guidance
 
 
 
 (34) (8,116) 
 (8,150) 
 (11,210) (19,360)
Dilution impact of issuance of Class A shares
 
 
 
 90
 
 
 90
 
 
 90
Equity issued in connection with Preferred shares offering
 
 
 289,815
 
 
 
 289,815
 
 
 289,815
Balance at April 1, 2018201,550,654
 1
 $264,398
 $289,815
 $1,483,244
 $(481,772) $(815) $1,554,870
 $290,857
 $1,061,029
 $2,906,756
Capital increase related to equity-based compensation
 
 
 
 94,238
 
 
 94,238
 
 
 94,238

 
 
 
 28,753
 
 
 28,753
 
 
 28,753
Capital contributions
 
 
 
 
 
 
 
 146,518
 
 146,518

 
 
 
 
 
 
 
 2,590
 
 2,590
Distributions
 
 (13,149) (9,350) (309,780) 
 
 (332,279) (29,028) (348,276) (709,583)
 
 (4,383) (4,569) (80,755) 
 
 (89,707) (19,523) (127,491) (236,721)
Payments related to issuances of Class A shares for equity-based awards2,202,634
 
 
 
 
 (40,329) 
 (40,329) 
 
 (40,329)106,917
 
 
 
 
 (3,221) 
 (3,221) 
 
 (3,221)
Repurchase of Class A shares(1,571,438) 
 
 
 (54,266) 
 
 (54,266) 
 
 (54,266)(72,475) 
 
 
 (2,284) 
 
 (2,284) 
 
 (2,284)
Exchange of AOG Units for Class A shares5,190,600
 
 
 
 40,286
 
 
 40,286
 
 (32,880) 7,406

 
 
 
 349
 
 
 349
 
 1
 350
Net income
 
 13,149
 9,350
 
 154,370
 
 176,869
 26,035
 194,250
 397,154

 
 4,383
 4,569
 
 54,658
 
 63,610
 8,716
 71,484
 143,810
Currency translation adjustments, net of tax
 
 
 
 
 
 (1,558) (1,558) (12,232) (1,393) (15,183)
 
 
 
 
 
 (2,230) (2,230) (13,478) (2,177) (17,885)
Net gain from change in fair value of cash flow hedge instruments
 
 
 
 
 
 39
 39
 
 40
 79

 
 
 
 
 
 13
 13
 
 12
 25
Net loss on available-for-sale securities
 
 
 
 
 
 (272) (272) 
 (274) (546)
 
 
 
 
 
 (98) (98) 
 (98) (196)
Balance at September 30, 2018201,089,465
 1
 $264,398
 $289,815
 $1,350,331
 $(273,535) $(3,600) $1,627,409
 $271,379
 $1,095,041
 $2,993,829
Balance at June 30, 2018201,585,096
 1
 $264,398
 $289,815
 $1,429,307
 $(430,335) $(3,130) $1,550,055
 $269,162
 $1,002,760
 $2,821,977
Balance at April 1, 2019201,375,418
 1
 $264,398
 $289,815
 $1,144,664
 $(372,576) $(4,810) $1,321,491
 $273,145
 $847,604
 $2,442,240
Dilution impact of issuance of Class A shares
 
 
 
 (25) 
 
 (25) 
 
 (25)
Capital increase related to equity-based compensation
 
 
 
 34,298
 
 
 34,298
 
 
 34,298
Capital contributions
 
 
 
 
 
 
 
 526
 
 526
Distributions
 
 (4,383) (4,781) (96,316) 
 
 (105,480) (1,786) (138,462) (245,728)
Payments related to issuances of Class A shares for equity-based awards308,901
 
 
 
 3,438
 (5,090) 
 (1,652) 
 
 (1,652)
Repurchase of Class A shares(1,248,732) 
 
 
 (33,800) 
 
 (33,800) 
 
 (33,800)
Exchange of AOG Units for Class A shares
 
 
 
 
 
 
 
 
 
 
Net income
 
 4,383
 4,781
 
 155,659
 
 164,823
 5,143
 172,195
 342,161
Currency translation adjustments, net of tax
 
 
 
 
 
 428
 428
 3,634
 534
 4,596
Net loss from change in fair value of cash flow hedge instruments
 
 
 
 
 
 (965) (965) 
 (973) (1,938)
Net gain on available-for-sale securities
 
 
 
 
 
 155
 155
 
 157
 312
Balance at June 30, 2019200,435,587
 1
 $264,398
 $289,815
 $1,052,259
 $(222,007) $(5,192) $1,379,273
 $280,662
 $881,055
 $2,540,990


 Apollo Global Management, LLC Shareholders        
 
Class A
Shares
 
Class B
Shares
 Series A Preferred Shares Series B Preferred Shares 
Additional
Paid in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive Loss
 
Total Apollo
Global
Management,
LLC
Shareholders’
Equity
 
Non-
Controlling
Interests in
Consolidated
Entities
 
Non-
Controlling
Interests in
Apollo
Operating
Group
 
Total
Shareholders’
Equity
Balance at January 1, 2018195,267,669
 1
 $264,398
 $
 $1,579,797
 $(379,460) $(1,809) $1,462,926
 $140,086
 $1,294,784
 $2,897,796
Adoption of new accounting guidance
 
 
 
 
 (8,149) 
 (8,149) 
 (11,210) (19,359)
Dilution impact of issuance of Class A shares
 
 
 
 104
 
 
 104
 
 
 104
Equity issued in connection with Preferred shares offering
 
 
 289,815
 
 
 
 289,815
 
 
 289,815
Capital increase related to equity-based compensation
 
 
 
 57,065
 
 
 57,065
 
 
 57,065
Capital contributions
 
 
 
 
 
 
 
 146,518
 
 146,518
Distributions
 
 (8,766) (4,569) (219,162) 
 
 (232,497) (21,634) (261,180) (515,311)
Payments related to issuances of Class A shares for equity-based awards1,986,612
 
 
 
 
 (34,739) 
 (34,739) 
 
 (34,739)
Repurchase of Class A shares(849,785) 
 
 
 (28,728) 
 
 (28,728) 
 
 (28,728)
Exchange of AOG Units for Class A shares5,180,600
 
 
 
 40,231
 
 
 40,231
 
 (32,827) 7,404
Net income (loss)
 
 8,766
 4,569
 
 (7,987) 
 5,348
 14,695
 14,419
 34,462
Currency translation adjustments, net of tax
 
 
 
 
 
 (1,229) (1,229) (10,503) (1,133) (12,865)
Net gain from change in fair value of cash flow hedge instruments
 
 
 
 
 
 26
 26
 
 26
 52
Net loss on available-for-sale securities
 
 
 
 
 
 (118) (118) 
 (119) (237)
Balance at June 30, 2018201,585,096
 1
 $264,398
 $289,815
 $1,429,307
 $(430,335) $(3,130) $1,550,055
 $269,162
 $1,002,760
 $2,821,977
Balance at January 1, 2019201,400,500
 1
 $264,398
 $289,815
 $1,299,418
 $(473,276) $(4,159) $1,376,196
 $271,522
 $804,122
 $2,451,840
Dilution impact of issuance of Class A shares
 
 
 
 (25) 
 
 (25) 
 
 (25)
Capital increase related to equity-based compensation
 
 
 
 68,322
 
 
 68,322
 
 
 68,322
Capital contributions
 
 
 
 
 
 
 
 526
 
 526
Distributions
 
 (8,766) (9,562) (214,620) 
 
 (232,948) (3,159) (251,720) (487,827)
Payments related to issuances of Class A shares for equity-based awards2,511,101
 
 
 
 4,830
 (44,283) 
 (39,453) 
 
 (39,453)
Repurchase of Class A shares(3,576,014) 
 
 
 (106,116) 
 
 (106,116) 
 
 (106,116)
Exchange of AOG Units for Class A shares100,000
 
 
 
 450
 
 
 450
 
 (368) 82
Net income
 
 8,766
 9,562
 
 295,552
 
 313,880
 13,805
 330,043
 657,728
Currency translation adjustments, net of tax
 
 
 
 
 
 (195) (195) (2,032) (178) (2,405)
Net loss from change in fair value of cash flow hedge instruments
 
 
 
 
 
 (952) (952) 
 (960) (1,912)
Net gain on available-for-sale securities
 
 
 
 
 
 114
 114
 
 116
 230
Balance at June 30, 2019200,435,587
 1
 $264,398
 $289,815
 $1,052,259
 $(222,007) $(5,192) $1,379,273
 $280,662
 $881,055
 $2,540,990

See accompanying notes to condensed consolidated financial statements.

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20182019 AND 20172018
(dollars in thousands, except share data)
For the Nine Months Ended September 30,For the Six Months Ended
June 30,
2018 20172019 2018
Cash Flows from Operating Activities:      
Net income$397,154
 $982,335
$657,728
 $34,462
Adjustments to reconcile net income to net cash provided by operating activities:      
Equity-based compensation123,643
 70,332
89,739
 73,309
Depreciation and amortization11,215
 15,241
7,392
 7,574
Unrealized gains from investment activities(14,555) (107,803)
Unrealized (gains) losses from investment activities(63,088) 140,517
Principal investment income(25,334) (102,877)(65,627) (9,181)
Performance allocations(129,776) (809,896)(428,359) (4,920)
Change in fair value of contingent obligations(7,953) 4,619
20,051
 (8,034)
Deferred taxes, net38,682
 49,817
29,651
 23,546
Net loss related to cash flow hedge instruments(1,974) 
Non-cash lease expense10,733
 
Other non-cash amounts included in net income, net(18,768) 1,310
(18,413) (12,304)
Cash flows due to changes in operating assets and liabilities:      
Incentive fees receivable(258) 8,419
6,792
 (9,029)
Due from related parties(65,697) (47,536)(73,164) (48,586)
Accounts payable and accrued expenses13,135
 21,597
18,898
 5,593
Accrued compensation and benefits97,042
 91,910
39,209
 47,837
Deferred revenue56,426
 (17,285)(11,330) (17,279)
Due to related parties(912) (7,928)474
 375
Profit sharing payable4,457
 179,703
125,076
 (24,544)
Lease liability(11,075) 
Other assets and other liabilities, net(7,075) (14,409)(32,560) (9,134)
Cash distributions of earnings from principal investments55,913
 41,335
20,864
 39,656
Cash distributions of earnings from performance allocations350,012
 470,843
123,142
 257,128
Satisfaction of contingent obligations(6,947) (23,597)(1,315) (2,564)
Apollo Fund and VIE related:      
Net realized and unrealized gains from investing activities and debt(33,341) (10,111)(13,000) (20,714)
Purchases of investments(359,847) (517,652)(179,744) (288,914)
Proceeds from sale of investments341,745
 385,035
186,778
 279,606
Changes in other assets and other liabilities, net(48,071) 6,990
13,732
 (59,325)
Net Cash Provided by Operating Activities$770,890
 $670,392
$450,610
 $395,075
Cash Flows from Investing Activities:      
Purchases of fixed assets$(10,010) $(5,929)$(9,624) $(5,108)
Proceeds from sale of investments49,239
 
1,878
 28,316
Purchase of investments(80,677) (14,774)(15,048) (57,903)
Purchase of U.S. Treasury securities(449,865) (198,868)(541,530) (59,529)
Proceeds from maturities of U.S. Treasury securities425,830
 
229,322
 425,830
Cash contributions to equity method investments(185,372) (116,233)
Cash distributions from equity method investments84,036
 80,360
Cash contributions to principal investments(95,141) (160,346)
Cash distributions from principal investments33,434
 53,770
Issuance of related party loans(2,995) (5,834)(1,525) (1,650)
Repayment of related party loans
 17,700
Other investing activities210
 (1,141)(13) 171
Net Cash Used in Investing Activities$(169,604) $(244,719)
Net Cash (Used in) Provided by Investing Activities$(398,247) $223,551
Cash Flows from Financing Activities:      
Principal repayments of debt$(300,000) $(30)$(29) $(300,000)
Issuance of Preferred shares, net of issuance costs289,815
 264,398

 289,815
Distributions to Preferred Shareholders(22,499) (9,155)(18,328) (13,335)
Issuance of debt1,005,964
 299,676
Satisfaction of tax receivable agreement(50,267) (17,895)(37,234) (50,267)
Issuance of debt303,267
 
Purchase of Class A shares(81,858) (18,463)
Repurchase of Class A shares(106,116) (52,482)
Payments related to deliveries of Class A shares for RSUs(40,329) (28,001)(44,283) (34,739)
Distributions paid(309,780) (288,726)(214,620) (219,162)
Distributions paid to Non-Controlling Interests in Apollo Operating Group(348,276) (329,172)(251,720) (261,180)
Other financing activities(8,138) (2,949)(17,509) (5,142)
Apollo Fund and VIE related:      
Issuance of debt
 534,595
Principal repayment of debt(92,153) (442,640)
 (92,153)
Distributions paid to Non-Controlling Interests in consolidated entities(24,988) (347)(1,207) (18,939)
Contributions from Non-Controlling Interests in consolidated entities147,189
 42,484
305
 147,189
Net Cash Used in Financing Activities$(538,017) $(295,901)
Net Cash Provided by (Used in) Financing Activities$315,223
 $(310,719)
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities63,269
 129,772
367,586
 307,907
Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, Beginning of Period848,060
 859,662
662,875
 848,060
Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, End of Period$911,329
 $989,434
$1,030,461
 $1,155,967
Supplemental Disclosure of Cash Flow Information:      
Interest paid$33,692
 $32,207
$29,440
 $25,706
Interest paid by consolidated variable interest entities12,979
 9,026
7,104
 9,341
Income taxes paid8,036
 8,070
18,771
 5,494
Supplemental Disclosure of Non-Cash Investing Activities:      
Non-cash distributions from equity method investments$(26,817) $(26,167)
Non-cash contributions of other investments, at fair value194,003
 25,091
Non-cash distributions of other investments, at fair value(46,623) 
Non-cash distributions from principal investments$(1,019) $(24,902)
Non-cash purchases of other investments, at fair value
 194,003
Non-cash sales of other investments, at fair value
 (46,623)
Supplemental Disclosure of Non-Cash Financing Activities:      
Capital increases related to equity-based compensation$94,238
 $52,442
$68,322
 $57,065
Issuance of restricted shares4,830
 
Other non-cash financing activities90
 (296)(25) 105
Adjustments related to exchange of Apollo Operating Group units:      
Deferred tax assets$47,011
 $46,539
$546
 $47,009
Due to related parties(39,605) (35,946)(464) (39,605)
Additional paid in capital(7,406) (10,593)(82) (7,404)
Non-Controlling Interest in Apollo Operating Group32,880
 30,631
368
 32,827
      
Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities to the Condensed Consolidated Statements of Financial Condition:      
Cash and cash equivalents$854,574
 $941,043
$945,725
 $1,093,125
Restricted cash3,460
 4,165
17,651
 3,859
Cash held at consolidated variable interest entities53,295
 44,226
67,085
 58,983
Total Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities$911,329
 $989,434
$1,030,461
 $1,155,967


See accompanying notes to condensed consolidated financial statements.


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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)




1. ORGANIZATION
Apollo Global Management, LLC (“AGM”, together with its consolidated subsidiaries, the “Company” or “Apollo”) is a global alternative investment manager whose predecessor was founded in 1990. Its primary business is to raise, invest and manage credit, private equity and real assets funds as well as strategic investment accounts, on behalf of pension, endowment and sovereign wealth funds, as well as other institutional and individual investors. For these investment management services, Apollo receives management fees generally related to the amount of assets managed, transaction and advisory fees, incentive fees and performance allocations related to the performance of the respective funds that it manages. Apollo has three primary business segments:
Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed investments across the capital structure;
Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments; and
Real assets—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed investments across the capital structure;
Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments; and
Real assets—primarily invests in (i) real estate equity and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies, (ii) real estate and infrastructure debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities and (iii) European performing and non-performing loans, and unsecured consumer loans.
Organization of the Company
The Company was formed as a Delaware limited liability company on July 3, 2007 and completed a reorganization of its predecessor businesses on July 13, 2007 (the “2007 Reorganization”). The Company is managed and operated by its manager, AGM Management, LLC, which in turn is indirectly wholly-owned and controlled by Leon Black, Joshua Harris and Marc Rowan, its Managing Partners.
As of SeptemberJune 30, 2018,2019, the Company owned, through six intermediate holding companies, 49.8% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group through its wholly-ownedwholly owned subsidiaries.
AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), is the entity through which the Managing Partners and certain of the Company’s other partners (the “Contributing Partners”) indirectly beneficially own interests in each of the partnershipsentities that comprise the Apollo Operating Group (“AOG Units”). As of SeptemberJune 30, 2018,2019, Holdings owned the remaining 50.2% of the economic interests in the Apollo Operating Group. The Company consolidates the financial results of the Apollo Operating Group and its consolidated subsidiaries. Holdings’ ownership interest in the Apollo Operating Group is reflected as a Non-Controlling Interest in the accompanying condensed consolidated financial statements.
Conversion to a C Corporation
On May 2, 2019, the Company announced plans to convert from a publicly traded partnership to a C corporation. The conversion is expected to be effective during the third quarter of 2019. The details of the conversion remain subject to the approval of the conflicts committee of Apollo Global Management, LLC’s board of directors and certain required regulatory approvals.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and instructions to the Quarterly Report on Form 10-Q. The condensed consolidated financial statements and these notes are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the annual financial statements included in the 20172018 Annual Report.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities (“VIEs”) and for which the Company is considered the primary beneficiary, and certain entities which are not considered VIEs but which the Company controls through a majority voting interest. Intercompany accounts and transactions, if any, have been eliminated upon consolidation.
Certain reclassifications, when applicable, have been made to the prior periods’ condensed consolidated financial statements and notes to conform to the current period’s presentation and are disclosed accordingly.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Consolidation
The types of entities with which Apollo is involved generally include subsidiaries (e.g., general partners and management companies related to the funds the Company manages), entities that have all the attributes of an investment company (e.g., funds) and securitization vehicles (e.g., CLOs). Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.
Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. Apollo factors in all economic interests including proportionate interests through related parties, to determine if such interests are considered a variable interest. As Apollo’s interests in many of these entities are solely through market rate fees and/or insignificant indirect interests through related parties, Apollo is not considered to have a variable interest in many of these entities and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.
The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of Apollo’s funds may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities (“VOEs”) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.
Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. When Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will be deemed the primary beneficiary if it is the party that is most closely associated with the VIE. When Apollo and its related parties not under common control in the aggregate have a controlling financial interest in the VIE, Apollo would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo.
Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, related parties of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.
Assets and liabilities of the consolidated VIEs are primarily shown in separate sections within the condensed consolidated statements of financial condition. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are presented within net gains from investment activities of consolidated variable interest entities in the condensed consolidated statements of operations. The portion attributable to Non-Controlling Interests is reported within net income attributable to Non-Controlling Interests in the condensed consolidated statements of operations. For additional disclosures regarding VIEs, see note 5.
Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest. Apollo does not consolidate those VOEs in which substantive kick-out rights have been granted to the unrelated investors to either dissolve the fund or remove the general partner.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Cash and Cash Equivalents
Apollo considers all highly liquid short-term investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include money market funds and U.S. Treasury securities with original maturities of three months or less when purchased. Interest income from cash and cash equivalents is recorded in interest income in the condensed consolidated statements of operations. The carrying values of the money market funds and U.S. Treasury securities was $340.8were $313.8 million and $404.7$231.8 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively, which approximate their fair values due to their short-term nature and are categorized as Level I within the fair value hierarchy. Substantially all of the Company’s cash on deposit is in interest bearing accounts with major financial institutions and exceed insured limits.

Restricted Cash
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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollarsthe 2039 Senior Secured Guaranteed Notes. Restricted cash also includes cash deposited at a bank, which is pledged as collateral in thousands, except share data, except where noted)

connection with leased premises.
U.S. Treasury securities, at fair value
U.S. Treasury securities, at fair value includes U.S. Treasury bills with original maturities greater than three months when purchased. These securities are recorded at fair value. Interest income on such securities is separately presented from the overall change in fair value and is recognized in interest income in the condensed consolidated statements of operations. Any remaining change in fair value of such securities, that is not recognized as interest income, is recognized in net gains (losses) from investment activities in the condensed consolidated statements of operations.
Fair Value of Financial Instruments
Apollo has elected the fair value option for the Company’s investment in Athene Holding, the assets and liabilities of certain of its consolidated VIEs (including CLOs), the Company’s U.S. Treasury securities with original maturities greater than three months when purchased, and certain of the Company’s other investments. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition.
The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.
Except for the Company’s debt obligations, financial instruments are generally recorded at fair value or at amounts whose carrying values approximate fair value. The actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based.
Fair Value Hierarchy
U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I - Quoted prices are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments included in Level I include listed equities and debt. The Company does not adjust the quoted price for these financial instruments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.
Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Financial instruments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These financial instruments exhibit higher levels of liquid market observability as compared to Level III financial instruments.
Level III - Pricing inputs are unobservable for the financial instrument and includes situations where there is little observable market activity for the financial instrument. The inputs into the determination of fair value may require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partner interests in corporate private equity and real assets funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs.
When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular financial instrument would qualify for classification as Level II or Level III. These

- 15-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from independent pricing services.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument when the fair value is based on unobservable inputs.
Equity Method Investments
For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. The Company’s share of the underlying net income or loss of such entities is recorded in principal investment income in the condensed consolidated statements of operations.
The carrying amounts of equity method investments are recorded in investments in the condensed consolidated statements of financial condition. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.
Financial Instruments held by Consolidated VIEs
The Company measures both the financial assets and financial liabilities of the consolidated CLOs in its condensed consolidated financial statements using the fair value of the financial assets of the consolidated CLOs, which are more observable than the fair value of the financial liabilities of the consolidated CLOs. As a result, the financial assets of the consolidated CLOs are measured at fair value and the financial liabilities are measured in consolidation as: (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLOs less (ii) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the measurement alternative, net income attributable to Apollo Global Management, LLC reflects the Company’s own economic interests in the consolidated CLOs including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services.
The consolidated VIEs hold investments that could be traded over-the-counter. Investments in securities that are traded on a securities exchange or comparable over-the-counter quotation systems are valued based on the last reported sale price at that date. If no sales of such investments are reported on such date, and in the case of over-the-counter securities or other investments for which the last sale date is not available, valuations are based on independent market quotations obtained from market participants, recognized pricing services or other sources deemed relevant, and the prices are based on the average of the “bid” and “ask” prices, or at ascertainable prices at the close of business on such day. Market quotations are generally based on valuation pricing models or market transactions of similar securities adjusted for security-specific factors such as relative capital structure priority and

- 16-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

interest and yield risks, among other factors. When market quotations are not available, a model based approach is used to determine fair value.
Leases
The Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in lease assets and lease liabilities in the condensed consolidated statements of financial condition. The Company does not have any finance leases.

Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease assets and lease liabilities are recognized at the date of commencement of the lease (the “commencement date”) based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its derived incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. The determination of an appropriate incremental borrowing rate requires judgment. The Company determined its incremental borrowing rate based on consideration of market conditions, the Company’s overall creditworthiness, and recent debt and preferred equity issuances. The Company adjusts its rate accordingly based on the term of the leases.
Lease assets also include any lease payments made (e.g. pre-paid rent) and are reduced by any deferred rent liabilities arising from lease escalation provisions and lease incentives within the Company’s lease agreements. Accordingly, as of June 30, 2019, the difference between lease assets and lease liabilities represents the Company’s deferred rent liabilities that are netted against the lease asset amount. Certain lease agreements contain lease escalation or lease incentive provisions based on the terms of the arrangement with the landlord. Lease escalations and lease incentives, if any, are recognized on a straight-line basis over the lease term. The Company’s lease agreements may also include options to extend or terminate the lease. Options to extend would not be included in the lease term until it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term and is recorded within general, administrative and other in the condensed consolidated statements of operations. The Company has lease agreements with non-lease components (e.g. estimated operating expenses associated with the lease), which are accounted for separately.
Other Assets
Other assets primarily includes fixed assets, net, deferred equity-based compensation and prepaid expenses. During 2019, the presentation of intangible assets, net was combined with other assets on the condensed consolidated statements of financial condition and the prior period was recast to conform to the current presentation.
Deferred Revenue
Apollo records deferred revenue, which is a type of contract liability, when consideration is received in advance of management services provided.
Apollo also earns management fees subject to the Management Fee Offset (described below). When advisory and transaction fees are earned by the management company, the Management Fee Offset reduces the management fee obligation of the fund. When the Company receives cash for advisory and transaction fees, a certain percentage of such advisory and/or transaction fees, as applicable, is allocated as a credit to reduce future management fees, otherwise payable by such fund. Such credit is recorded as deferred revenue in the condensed consolidated statements of financial condition. A portion of any excess advisory and transaction fees may be required to be returned to the limited partners of certain funds upon such fund’s liquidation. As the

- 16-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

management fees earned by the Company are presented on a gross basis, any Management Fee Offsets calculated are presented as a reduction to advisory and transaction fees in the condensed consolidated statements of operations.
Additionally, Apollo earns advisory fees pursuant to the terms of the advisory agreements with certain of the portfolio companies that are owned by the funds Apollo manages. When Apollo receives a payment from a portfolio company that exceeds the advisory fees earned at that point in time, the excess payment is recorded as deferred revenue in the condensed consolidated statements of financial condition. The advisory agreements with the portfolio companies vary in duration and the associated fees are received monthly, quarterly or annually. Deferred revenue is reversed and recognized as revenue over the period that the agreed upon services are performed. There was $120.6$55.4 million of revenue recognized during the ninesix months ended SeptemberJune 30, 20182019 that was previously deferred as of January 1, 2018.2019.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Under the terms of the funds’ partnership agreements, Apollo is normally required to bear organizational expenses over a set dollar amount and placement fees or costs in connection with the offering and sale of interests in the funds it manages to investors. The placement fees are payable to placement agents, who are independent third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering and marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors, when a limited partner either commits or funds a commitment to a fund. In certain instances the placement fees are paid over a period of time. Based on the management agreements with the funds, Apollo considers placement fees and organizational costs paid in determining if cash has been received in excess of the management fees earned. Placement fees and organizational costs are normally the obligation of Apollo but can be paid for by the funds. When these costs are paid by the fund, the resulting obligations are included within deferred revenue. The deferred revenue balance will also be reduced during future periods when management fees are earned but not paid.
Revenues
The Company’s revenues are reported in four separate categories that include (i) management fees; (ii) advisory and transaction fees, net; (iii) investment income, which is comprised of two subcomponents: (1) performance allocations and (2) principal investment income; and (iv) incentive fees.
On January 1, 2018, the Company adopted new revenue guidance issued by the FASB for recognizing revenue from contracts with customers. The new revenue guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services (i.e., the transaction price). When determining the transaction price under the new revenue guidance, an entity may recognize variable consideration only to the extent that it is probable to not be significantly reversed. The new revenue guidance also requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.
The Company has concluded that its management fees, advisory and transaction fees, and incentive fees are within the scope of the new revenue guidance. For incentive fees, the new revenue guidance delays the timing of certain revenues compared to the prior accounting treatment. These amounts were previously recognized in carried interest income in the condensed consolidated statements of operations and are now recognized separately within its owna separate line, incentive fees.
Effective January 1, 2018, the Company implemented a change in accounting principle for performance allocations to be accounted for under guidance applicable to equity method investments, and therefore not within the scope of the new revenue guidance. The accounting change does not change the timing or amount of revenue recognized related to performance allocation arrangements. These amounts were previously recognized within carried interest income in the condensed consolidated statements of operations and carried interest receivable within the condensed consolidated statements of financial condition. As a result of the change in accounting principle, the Company recognizes performance allocations within investment income along with the related principal investment income (as further described further below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition. The Company applied this change in accounting principle on a full retrospective basis.
The new revenue guidance was adopted on a modified retrospective basis. The adoption of the new revenue guidance did not have a material impact on the Company. In connection with the adoption of the new revenue guidance, the Company recorded a cumulative effect adjustment to total shareholders’ equity as of January 1, 2018 in the amount of $19.4 million net of taxes. Prior periods have not been recast to reflect the new revenue guidance. Accordingly, prior periods reflect recognition under

- 17-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

the previous guidance whereby incentive fees were recorded on an assumed liquidation basis at each reporting date. Refer to disclosures below for additional information on each of the Company’s revenue streams.
Management Fees
Management fees for funds are recognized over time during the periods in which the related services are performed in accordance with the contractual terms of the related agreement. Management fees are generally based on (1) a percentage of the capital committed during the commitment period, and thereafter based on the remaining invested capital of unrealized investments, or (2) net asset value, gross assets or as otherwise defined in the respective agreements. Included in management fees are certain expense reimbursements where the Company is considered the principal under the agreements and is required to record the expense and related reimbursement revenue on a gross basis.
Advisory and Transaction Fees, Net
Advisory fees, including monitoringmanagement consulting fees and directors’ fees, are generally recognized over time as the underlying services are provided in accordance with the contractual terms of the related agreement. The Company receives such fees in exchange for ongoing management consulting monitoring, and oversightservices provided to portfolio companies of portfolio company operations.funds it manages. Transaction fees, including structuring fees and arranging fees are generally recognized at a point in time when the underlying services rendered are complete.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The amounts due from fund portfolio companies are recorded in due from related parties, which is discussed further in note 13.14. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Advisory and transaction fees are presented net of the Management Fee Offset in the condensed consolidated statements of operations.
Underwriting fees, which are also included within advisory and transaction fees, net, include gains, losses and fees, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at a point in time when the underwriting is completed. Underwriting fees recognized but not received are recorded in other assets on the condensed consolidated statements of financial condition.
During the normal course of business, the Company incurs certain costs related to certain transactions that are not consummated (“broken deal costs”). These costs (e.g., research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken deal costs upon management’s decision to no longer pursue the transaction. In accordance with the related fund agreement, in the event the deal is deemed broken, all of the costs are reimbursed by the funds and then included as a component of the calculation of the Management Fee Offset. If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company for all costs incurred and no offset is generated. As the Company acts as an agent for the funds it manages, any transaction costs incurred and paid by the Company on behalf of the respective funds relating to successful or broken deals are recorded net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is recorded in due from related parties on the condensed consolidated statements of financial condition.
Investment Income
Investment income is comprised of two subcomponents: (1) performance allocations and (2) principal investment income.
Performance Allocations
Performance allocations are a type of performance revenue (i.e., income earned based on the extent to which an entity’s performance exceeds predetermined thresholds). Performance allocations are generally structured from a legal standpoint as an allocation of capital in which the asset manager’sCompany’s capital account receives allocations of the returns of an entity when those returns exceed predetermined thresholds. The determination of which performance revenues are considered performance allocations is primarily based on the terms of an agreement with the entity.
As noted above, as a result of a change in accounting principle, the Company recognizes performance allocations within investment income along with the related principal investment income (as described further below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition.

- 18-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Principal Investment Income
Principal investment income includes the Company’s income or loss from equity method investments and certain other investments in entities in which the Company is generally eligible to receive performance allocations. Income from equity method investments includes the Company’s share of net income or loss generated from its investments, which are not consolidated, but in which the Company exerts significant influence. Prior to the change in accounting principle noted above, income from equity method investments was included within other income (loss) in the condensed consolidated statements of operations. All prior periods have been conformed to reflect this change in presentation.
Incentive Fees
Incentive fees are a type of performance revenue. Incentive fees differ from performance allocations in that incentive fees do not represent an allocation of capital but rather a contractual fee arrangement with the entity.
Incentive fees are considered a form of variable consideration under the new revenue recognition guidance as they are subject to clawback or reversal and therefore must be deferred until the fees are probable to not be significantly reversed. Accrued but unpaid incentive fees are reported within incentive fees receivable in the Company’s condensed consolidated statements of financial condition. As noted earlier, prior to the adoption of the new revenue recognition guidance, incentive fees were recognized on an assumed liquidation basis. The Company’s incentive fees primarily relate to the credit segment and are generally received from the management of CLOs, managed accounts and AINV.

- 19-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Compensation and Benefits
Equity-Based Compensation
Equity-based awards granted to employees and non-employees as compensation are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. In addition, the Company provides for the vesting of certain restricted share units (“RSUs”) subjectgranted by the Company vest based on both continued service and the Company’s receipt of performance revenues, within prescribed periods, sufficient to continued employment and certain performance metrics being achieved.cover the associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for such awards, isif and when granted, will be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable. The Company accounts for forfeitures of equity-based awards when they occur.
Profit Sharing
Profit sharing expense and profit sharing payable primarily consist of a portion of performance allocations and incentive fees (collectively, “performance revenues”)revenues earned from certain funds that are allocated to employees, former employees and Contributing Partners. Profit sharing amounts are recognized as the related performance revenues are earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in performance revenues that were previously recognized.
Profit sharing amounts are generally not paid until the related performance revenue is distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to ourits employees be used to purchase Class A restricted shares issued under ourthe Company’s 2007 Omnibus Equity Plan.Incentive Plan, which, effective as of July 22, 2019, was amended, restated and renamed the 2019 Omnibus Equity Incentive Plan (the “Equity Plan”). Prior to distribution of the performance revenue, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. Such equity-based awards are recorded as equity-based compensation expense over the relevant service period once granted.
Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the condensed consolidated statements of financial condition, represents all amounts previously distributed to employees, former employees and Contributing Partners that would need to be returned to the general partner if the Apollo funds were to be liquidated based on the fair value of the underlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.
Profit sharing payable also includes contingent consideration obligations that were recognized in connection with certain Apollo acquisitions. Changes in the fair value of the contingent consideration obligations are reflected in the Company’s condensed consolidated statements of operations as profit sharing expense.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The Company has a performance-based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement enables certain partners and employees to earn discretionary compensation based on performance revenue earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.
401(k) Savings Plan
The Company sponsors a 401(k) savings plan (the “401(k) Plan”) whereby U.S.-based employees are entitled to participate in the 401(k) Plan based upon satisfying certain eligibility requirements. The Company matches 50% of eligible annual employee contributions up to 3% of the eligible employees’ annual compensation. Matching contributions vest after three years of service.
General, Administrative and Other
General, administrative and other primarily includes professional fees, occupancy, depreciation and amortization, travel, information technology and administration expenses.

- 20-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

UsePerformance Allocations
Performance allocations are a type of Estimatesperformance revenue (i.e., income earned based on the extent to which an entity’s performance exceeds predetermined thresholds). Performance allocations are generally structured from a legal standpoint as an allocation of capital in which the Company’s capital account receives allocations of the returns of an entity when those returns exceed predetermined thresholds. The determination of which performance revenues are considered performance allocations is primarily based on the terms of an agreement with the entity.
The preparationAs noted above, as a result of a change in accounting principle, the Company recognizes performance allocations within investment income along with the related principal investment income (as described further below) in the condensed consolidated financial statements requires management to make estimatesof operations and assumptions that affectwithin the reported amounts of assets and liabilities at the date ofinvestments line in the condensed consolidated statements of financial statements,condition.
Principal Investment Income
Principal investment income includes the disclosureCompany’s income or loss from equity method investments and certain other investments in entities in which the Company is generally eligible to receive performance allocations. Income from equity method investments includes the Company’s share of contingent assets and liabilities atnet income or loss generated from its investments, which are not consolidated, but in which the date ofCompany exerts significant influence. Prior to the change in accounting principle noted above, income from equity method investments was included within other income (loss) in the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Apollo’s most significant estimates include goodwill, intangible assets, income taxes,operations. All prior periods have been conformed to reflect this change in presentation.
Incentive Fees
Incentive fees are a type of performance revenue. Incentive fees differ from performance allocations in that incentive fees contingentdo not represent an allocation of capital but rather a contractual fee arrangement with the entity.
Incentive fees are considered a form of variable consideration obligation relatedunder the new revenue recognition guidance as they are subject to an acquisition, non-cash compensation,clawback or reversal and fair value of investments and debt. Actual results could differ materially from those estimates.
Recent Accounting Pronouncements
Recently Issued Accounting Standards Adoptedtherefore must be deferred until the fees are probable to not be significantly reversed. Accrued but unpaid incentive fees are reported within incentive fees receivable in 2018
In November 2016, the FASB issued guidance to reduce diversity in practice in the classification and presentation of changes in restricted cash on the statements of cash flows. The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Entities are also required to reconcile such total to amounts on the Company’s condensed consolidated statements of financial condition and disclosecondition. As noted earlier, prior to the natureadoption of the restrictions.new revenue recognition guidance, incentive fees were recognized on an assumed liquidation basis. The Company adopted the standard beginning January 1, 2018 using a retrospective transition method to each period presented. Upon adoption of this standard restricted cash and cash and cash equivalents held at consolidated variable interest entities are included within the beginning of period and end of period balances in the Company’s condensed consolidated statements of cash flows. Referincentive fees primarily relate to the Company’s condensed consolidated statements of cash flows for the impact of this standard.credit segment and are generally received from CLOs, managed accounts and AINV.
In January 2017, the FASB issued guidance that changes the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company adopted the standard beginning January 1, 2018. The adoption of this standard did not have an impact on the condensed consolidated financial statements of the Company.
In June 2018, the FASB issued guidance which generally aligns the measurement and classification for share-based payments to non-employees with the accounting guidance for share-based payments to employees. Among other requirements, the new guidance requires equity-classified non-employee share-based payment awards to be measured at the grate date, rather than remeasured to fair value at the end of each reporting period. The guidance is effective for public business entities on January 1, 2019, however early adoption is permitted. The Company early adopted this standard retroactive to January 1, 2018 and the impact of this guidance was not material to the condensed consolidated financial statements.
In August 2018, the FASB issued guidance which changes the fair value disclosure requirements. The guidance includes new fair value disclosure requirements and eliminates and modifies certain other fair value disclosure requirements. Among other requirements, the guidance requires the following new disclosures: (i) disclosure of changes in unrealized gains or losses included in other comprehensive income for recurring Level III fair value measurements held at the end of the reporting period and (ii) a description of how the weighted average used to develop significant unobservable inputs for Level III fair value measurements


- 20-19-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


was calculated. The guidance eliminatesCompensation and Benefits
Equity-Based Compensation
Equity-based awards granted to employees and non-employees as compensation are measured based on the following disclosure requirements: (i) disclosuregrant date fair value of the amountaward. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. In addition, certain restricted share units (“RSUs”) granted by the Company vest based on both continued service and reasonthe Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for transfers between Level Isuch awards, if and Level IIwhen granted, will be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable. The Company accounts for forfeitures of equity-based awards when they occur.
Profit Sharing
Profit sharing expense and (ii) disclosureprofit sharing payable primarily consist of a portion of performance revenues earned from certain funds that are allocated to employees, former employees and Contributing Partners. Profit sharing amounts are recognized as the related performance revenues are earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in performance revenues that were previously recognized.
Profit sharing amounts are generally not paid until the related performance revenue is distributed to the general partner upon realization of the policy for timingfund’s investments. Under certain profit sharing arrangements, the Company requires that a portion of transfers between levelscertain of the fair value hierarchy. The guidance isperformance revenues distributed to its employees be used to purchase Class A restricted shares issued under the Company’s 2007 Omnibus Equity Incentive Plan, which, effective for all entities for interimas of July 22, 2019, was amended, restated and annual periods beginning after December 15, 2019. Early adoption is permitted for any eliminated or modified disclosure requirements upon issuancerenamed the 2019 Omnibus Equity Incentive Plan (the “Equity Plan”). Prior to distribution of the guidance. Theperformance revenue, the Company early adoptedrecords the eliminated and modified disclosure requirements upon issuancevalue of the guidance during the three month period ended September 30, 2018 and will adopt the new disclosure requirements upon their effective date. Eliminated disclosures have been applied retroactivelyequity-based awards expected to all periods presented.
Recently Issued Accounting Standards Effective on January 1, 2019
In February 2016, the FASB issued guidance that amends the accounting for leases. The amended guidance requires recognition of a lease asset and a lease liability by lessees for leases classified as operating leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from existing guidance. The amended guidance is effective for interim and annual reporting periodsbe granted in fiscal years beginning after December 15, 2018. Early adoption is permitted for all entities. The Company expects its totalother assets and totalother liabilities within the condensed consolidated statements of financial condition. Such equity-based awards are recorded as equity-based compensation expense over the relevant service period once granted.
Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on itsthe condensed consolidated statements of financial condition, represents all amounts previously distributed to increase upon adoption of this guidance as a result of recording a lease assetemployees, former employees and lease liability related to its operating leases. The Company is continuing to evaluate the impactContributing Partners that this guidance will have on its condensed consolidated financial statements. However, the Company expects to elect to use the practical expedients under which the Company would not need to reassess whether an arrangement is or contains a lease, lease classification, andbe returned to the accounting for initial direct costs. The Company will adoptgeneral partner if the new leasing guidanceApollo funds were to be liquidated based on January 1, 2019.
Recently Issued Accounting Standards Effective on January 1, 2020
In January 2017, the FASB issued guidance to simplify the test for goodwill impairment. The new guidance removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment (Step 2). Under the new guidance, a goodwill impairment is calculated as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill in the reporting unit. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be performed prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The guidance is not expected to have an impact on the condensed consolidated financial statements of the Company.
3. INVESTMENTS
The following table represents Apollo’s investments:
 As of
September 30, 2018
 As of
December 31, 2017
Investments, at fair value$1,076,095
 $866,998
Equity method investments903,837
 863,906
Performance allocations1,435,233
 1,828,930
Total Investments$3,415,165
 $3,559,834
Investments, at Fair Value
Investments, at fair value, consist of investments for which the fair value option has been elected and primarily includeof the Company’s investmentunderlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.
Profit sharing payable also includes contingent consideration obligations that were recognized in Athene Holding and investments in debt of unconsolidated CLOs.connection with certain Apollo acquisitions. Changes in the fair value related to these investmentsof the contingent consideration obligations are presentedreflected in net gains from investment activities exceptthe Company’s condensed consolidated statements of operations as profit sharing expense.
The Company has a performance-based incentive arrangement for certain investments for whichApollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement enables certain partners and employees to earn discretionary compensation based on performance revenue earned by the Company isin a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.
401(k) Savings Plan
The Company sponsors a 401(k) savings plan (the “401(k) Plan”) whereby U.S.-based employees are entitled to receive performance allocations. For those investments, changesparticipate in fair value are presented in principal investment income.the 401(k) Plan based upon satisfying certain eligibility requirements. The Company matches 50% of eligible annual employee contributions up to 3% of the eligible employees’ annual compensation. Matching contributions vest after three years of service.
As of September 30, 2018General, Administrative and for the threeOther
General, administrative and nine months ended September 30, 2018, no equity method investment held by Apollo met the significance criteria as defined by the SEC. Although the following disclosure is not required by the significance criteria for the threeother primarily includes professional fees, occupancy, depreciation and nine months ended September 30, 2018, the Company chose to continue to include thisamortization, travel, information as it was disclosed in its 2017 Annual Report. The following table presents summarized financial information of Athene Holding:technology and administration expenses.


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 
2018(1)
 2017 
2018(1)
 2017
 (in millions)
Statements of Operations       
Revenues$1,797
 $1,473
 $6,680
 $4,855
Expenses1,467
 1,179
 5,525
 3,818
Income before income tax provision330
 294
 1,155
 1,037
Income tax provision66
 20
 159
 53
Net income$264
 $274
 $996
 $984
(1)The financial information for the three and nine months ended September 30, 2018 is presented a quarter in arrears and reflects the financial information for the three and nine months ended June 30, 2018, which represents the latest available financial information as of the date of this report.
Net Gains from Investment Activities
The following table presents the realized and net change in unrealized gains reported in net gains from investment activities:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Realized gains on sales of investments, net$1
 $162
 $67
 $14
Net change in unrealized gains due to changes in fair value155,282
 68,770
 20,578
 102,922
Net gains from investment activities$155,283
 $68,932
 $20,645
 $102,936
Equity Method Investments
Apollo’s equity method investments include its investments in the credit, private equity and real assets funds it manages, which are not consolidated, but in which the Company exerts significant influence. Apollo’s share of net income generated by these investments is recorded in principal investment income in the condensed consolidated statements of operations.
Equity method investments consisted of the following:
 Equity Held as of
 September 30, 2018
(4) 
December 31, 2017
(4) 
Credit(2)
$392,235
 $325,267
 
Private Equity(1)
483,665
 509,707
 
Real Assets27,937
 28,932
 
Total equity method investments(3)
$903,837
 $863,906
 
(1)The equity method investment in Fund VIII was $384.4 million and $385.7 million as of September 30, 2018 and December 31, 2017, respectively, representing an ownership percentage of 2.2% and 2.2% as of September 30, 2018 and December 31, 2017, respectively.
(2)The equity method investment in AINV was $54.1 million and $56.5 million as of September 30, 2018 and December 31, 2017, respectively. The value of the Company’s investment in AINV was $48.3 million and $50.2 million based on the quoted market price as of September 30, 2018 and December 31, 2017, respectively.
(3)Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds’ investments.
(4)Some amounts included are a quarter in arrears.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Performance Allocations
Performance allocations are a type of performance revenue (i.e., income earned based on the extent to which an entity’s performance exceeds predetermined thresholds). Performance allocations are generally structured from a legal standpoint as an allocation of capital in which the Company’s capital account receives allocations of the returns of an entity when those returns exceed predetermined thresholds. The determination of which performance revenues are considered performance allocations is primarily based on the terms of an agreement with the entity.
As noted above, as a result of a change in accounting principle, the Company recognizes performance allocations within investment income along with the related principal investment income (as described further below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition.
Principal Investment Income
Principal investment income includes the Company’s income or loss from equity method investments and certain other investments in entities in which the Company is generally eligible to receive performance allocations. Income from equity method investments includes the Company’s share of net income or loss generated from its investments, which are not consolidated, but in which the Company exerts significant influence. Prior to the change in accounting principle noted above, income from equity method investments was included within other income (loss) in the condensed consolidated statements of operations. All prior periods have been conformed to reflect this change in presentation.
Incentive Fees
Incentive fees are a type of performance revenue. Incentive fees differ from performance allocations in that incentive fees do not represent an allocation of capital but rather a contractual fee arrangement with the entity.
Incentive fees are considered a form of variable consideration under the new revenue recognition guidance as they are subject to clawback or reversal and therefore must be deferred until the fees are probable to not be significantly reversed. Accrued but unpaid incentive fees are reported within incentive fees receivable in the Company’s condensed consolidated statements of financial condition. As noted earlier, prior to the adoption of the new revenue recognition guidance, incentive fees were recognized on an assumed liquidation basis. The Company’s incentive fees primarily relate to the credit segment and are generally received from CLOs, managed accounts and AINV.

- 19-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Compensation and Benefits
Equity-Based Compensation
Equity-based awards granted to employees and non-employees as compensation are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. In addition, certain restricted share units (“RSUs”) granted by the Company vest based on both continued service and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for such awards, if and when granted, will be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable. The Company accounts for forfeitures of equity-based awards when they occur.
Profit Sharing
Profit sharing expense and profit sharing payable primarily consist of a portion of performance revenues earned from certain funds that are allocated to employees, former employees and Contributing Partners. Profit sharing amounts are recognized as the related performance revenues are earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in performance revenues that were previously recognized.
Profit sharing amounts are generally not paid until the related performance revenue is distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to its employees be used to purchase Class A restricted shares issued under the Company’s 2007 Omnibus Equity Incentive Plan, which, effective as of July 22, 2019, was amended, restated and renamed the 2019 Omnibus Equity Incentive Plan (the “Equity Plan”). Prior to distribution of the performance revenue, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. Such equity-based awards are recorded as equity-based compensation expense over the relevant service period once granted.
Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the condensed consolidated statements of financial condition, represents all amounts previously distributed to employees, former employees and Contributing Partners that would need to be returned to the general partner if the Apollo funds were to be liquidated based on the fair value of the underlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.
Profit sharing payable also includes contingent consideration obligations that were recognized in connection with certain Apollo acquisitions. Changes in the fair value of the contingent consideration obligations are reflected in the Company’s condensed consolidated statements of operations as profit sharing expense.
The Company has a performance-based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement enables certain partners and employees to earn discretionary compensation based on performance revenue earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.
401(k) Savings Plan
The Company sponsors a 401(k) savings plan (the “401(k) Plan”) whereby U.S.-based employees are entitled to participate in the 401(k) Plan based upon satisfying certain eligibility requirements. The Company matches 50% of eligible annual employee contributions up to 3% of the eligible employees’ annual compensation. Matching contributions vest after three years of service.
General, Administrative and Other
General, administrative and other primarily includes professional fees, occupancy, depreciation and amortization, travel, information technology and administration expenses.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Use of Estimates
The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Apollo’s most significant estimates include goodwill, intangible assets, income taxes, performance allocations, incentive fees, contingent consideration obligation related to an acquisition, non-cash compensation, and fair value of investments and debt. Actual results could differ materially from those estimates.
Recent Accounting Pronouncements
Recently Issued Accounting Standards Effective on January 1, 2019
In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use lease assets and lease liabilities on the statements of financial condition. The most significant among the changes in the standard is the recognition of right-of-use lease assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objectives of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.
The Company adopted the standard effective January 1, 2019 under the simplified transition method. The simplified transition method allows companies to forgo the comparative reporting requirements initially required under the modified retrospective transition approach and apply the new guidance prospectively. The Company also elected to use the practical expedients available under the standard whereby the Company would not need to reassess whether an arrangement is or contains a lease, lease classification, and the accounting for initial direct costs.
The adoption of the standard had an impact on the Company’s condensed consolidated statements of financial condition but did not have an impact on the Company’s condensed consolidated statements of operations, condensed consolidated statements of cash flows or beginning accumulated deficit. The most significant impact was the recognition of right-of-use lease assets and lease liabilities for operating leases. Refer to the condensed consolidated statements of financial condition and note 8 for further information on the impact of the adoption of the standard on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Standards Effective on January 1, 2020
In January 2017, the FASB issued guidance to simplify the test for goodwill impairment. The new guidance removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment (Step 2). Under the new guidance, a goodwill impairment is calculated as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill in the reporting unit. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be performed prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The guidance is not expected to have a material impact on the condensed consolidated financial statements of the Company.
3. INVESTMENTS
The following table presents Apollo’s investments:
 As of
June 30, 2019
 As of
December 31, 2018
Investments, at fair value$981,723
 $900,959
Equity method investments1,008,333
 909,471
Performance allocations1,229,894
 912,182
Total Investments$3,219,950
 $2,722,612

Investments, at Fair Value
Investments, at fair value, consist of investments for which the fair value option has been elected and primarily include the Company’s investment in Athene Holding and investments in debt of unconsolidated CLOs. Changes in the fair value related to these investments are presented in net gains (losses) from investment activities except for certain investments for which the

- 21-

APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Company is entitled to receive performance allocations. For those investments, changes in fair value are presented in principal investment income.
As of June 30, 2019 and for the three and six months ended June 30, 2019, no equity method investment held by Apollo met the significance criteria as defined by the SEC. Although the following disclosure is not required by the significance criteria for the six months ended June 30, 2019, the Company chose to continue to include this information as it was disclosed in its 2018 Annual Report. The following table presents summarized financial information of Athene Holding:
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 
2019(1)
 2018 
2019(1)
 2018
 (in millions)
Statements of Operations       
Revenues$4,961
 $1,802
 $6,115
 $2,813
Expenses4,221
 1,481
 5,522
 2,170
Income before income tax provision740
 321
 593
 643
Income tax provision32
 64
 (11) 109
Net income$708
 $257
 $604
 $534
(1)The financial information for the three and six months ended June 30, 2019 is presented a quarter in arrears and reflects the financial information for the three and six months ended March 31, 2019, which represents the latest available financial information as of the date of this report.
Net Gains (Losses) from Investment Activities
The following table presents the realized and net change in unrealized gains (losses) reported in net gains (losses) from investment activities:
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
Realized gains on sales of investments, net$182
 $
 $45
 $66
Net change in unrealized gains (losses) due to changes in fair value44,878
 (67,505) 63,844
 (134,704)
Net gains (losses) from investment activities$45,060
 $(67,505) $63,889
 $(134,638)

Equity Method Investments
Apollo’s equity method investments include its investments in the credit, private equity and real assets funds it manages, which are not consolidated, but in which the Company exerts significant influence. Apollo’s share of net income generated by these investments is recorded in principal investment income in the condensed consolidated statements of operations.
Equity method investments consisted of the following:
 Equity Held as of
 June 30, 2019
(4) 
December 31, 2018
(4) 
Credit(2)
$302,743
 $279,888
 
Private Equity(1)
609,141
 534,818
 
Real Assets96,449
 94,765
 
Total equity method investments(3)
$1,008,333
 $909,471
 

(1)The equity method investment in Fund VIII was $381.8 million and $356.6 million as of June 30, 2019 and December 31, 2018, respectively, representing an ownership percentage of 2.2% and 2.2% as of June 30, 2019 and December 31, 2018, respectively.
(2)The equity method investment in AINV was $52.3 million and $53.9 million as of June 30, 2019 and December 31, 2018, respectively. The value of the Company’s investment in AINV was $46.4 million and $36.7 million based on the quoted market price of AINV as of June 30, 2019 and December 31, 2018, respectively.
(3)Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds’ investments.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

(4)Some amounts included are a quarter in arrears.
Performance Allocations
Performance allocations from credit, private equity credit and real assets funds consisted of the following:
As of September 30, 2018 As of December 31, 2017As of June 30, 2019 As of December 31, 2018
Credit$332,950
 $241,896
Private Equity$1,011,770
 $1,404,777
755,804
 520,892
Credit396,316
 395,340
Real Assets27,147
 28,813
141,140
 149,394
Total performance allocations$1,435,233
 $1,828,930
$1,229,894
 $912,182
The table below provides a roll forward of the performance allocations balance:
 Credit Private Equity Real Assets Total
Performance allocations, January 1, 2019$241,896
 $520,892
 $149,394
 $912,182
Change in fair value of funds138,743
 307,454
 (5,343) 440,854
Fund distributions to the Company(47,689) (72,542) (2,911) (123,142)
Performance allocations, June 30, 2019$332,950
 $755,804
 $141,140
 $1,229,894

 Private Equity Credit Real Assets Total
Performance allocations, January 1, 2018$1,404,777
 $395,340
 $28,813
 $1,828,930
Change in fair value of funds18,313
 102,702
 5,181
 126,196
Fund distributions to the Company(411,320)
(1) 
(101,726) (6,847) (519,893)
Performance allocations, September 30, 2018$1,011,770
 $396,316
 $27,147
 $1,435,233
(1)Includes realized performance allocations of $169.9 million from AP Alternative Assets, L.P. (“AAA”), settled in the form of shares of Athene Holding.
The change in fair value of funds excludes the reversal of previously realized performance allocations due to the general partner obligation to return previously distributed performance allocations, which is recorded in due to related parties in the consolidated statements of financial condition. See note 1314 for further disclosure regarding the general partner obligation.
The timing of the payment of performance allocations due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, performance allocations with respect to the private equity funds and certain credit and real assets funds isare payable and isare distributed to the fund’s general partner upon realization of an investment if the fund’s cumulative returns are in excess of the preferred return.
4. PROFIT SHARING PAYABLE
Profit sharing payable consisted of the following:
 As of June 30, 2019 As of December 31, 2018
Credit$233,212
 $178,093
Private Equity301,085
 205,617
Real Assets61,657
 68,431
Total profit sharing payable$595,954
 $452,141
 As of September 30, 2018 As of December 31, 2017
Credit$270,077
 $265,791
Private Equity401,226
 475,556
Real Assets13,291
 10,929
Total profit sharing payable$684,594
 $752,276

The table below provides a roll forward of the profit sharing payable balance:
 Credit Private Equity Real Assets Total
Profit sharing payable, January 1, 2019$178,093
 $205,617
 $68,431
 $452,141
Profit sharing expense76,152
 124,951
 (3,350) 197,753
Payments/other(21,033) (29,483) (3,424) (53,940)
Profit sharing payable, June 30, 2019$233,212
 $301,085
 $61,657
 $595,954
 Private Equity Credit Real Assets Total
Profit sharing payable, January 1, 2018$475,556
 $265,791
 $10,929
 $752,276
Profit sharing expense57,287
 61,843
 3,570
 122,700
Payments/other(1)
(131,617)
(2) 
(57,557) (1,208) (190,382)
Profit sharing payable, September 30, 2018$401,226
 $270,077
 $13,291
 $684,594
(1)Includes $10.6 million associated with the adoption of new revenue recognition accounting guidance, as discussed in note 2.
(2)Includes $46.6 million associated with profit sharing expense related to AAA that was settled in the form of shares of Athene Holding.

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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


Profit sharing expense includes (i) changes in amounts payable to employees and former employees entitled to a share of performance revenues in Apollo’s funds and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain Apollo acquisitions. Profit sharing expense excludes the potential return of profit sharing distributions that would be due if certain funds were liquidated, which is recorded in due from related parties in the consolidated statements of financial condition. See note 1314 for further disclosure regarding the potential return of profit sharing distributions.

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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

As discussed in note 2, under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to its employees be used to purchase Class A restricted shares issued under our 2007its Equity Plan. Prior to distribution of the performance revenues, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. See note 7 for further disclosure regarding deferred equity-based compensation.
5. VARIABLE INTEREST ENTITIES
As described in note 2, the Company consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. There is no recourse to the Company for the consolidated VIEs’ liabilities.
Consolidated Variable Interest Entities
Apollo has consolidated VIEs in accordance with the policy described in note 2. Through its role as investment manager of these VIEs, the Company determined that Apollo has the power to direct the activities that most significantly impact the economic performance of these VIEs. Additionally, Apollo determined that its interests, both directly and indirectly from these VIEs, represent rights to returns that could potentially be significant to such VIEs. As a result, Apollo determined that it is the primary beneficiary and therefore should consolidate the VIEs.
Certain CLOs are consolidated by Apollo as the Company is considered to hold a controlling financial interest through direct and indirect interests in these CLOs exclusive of management and performance-based fees received. Through its role as collateral manager of these VIEs, the Company determined that Apollo has the power to direct the activities that most significantly impact the economic performance of these VIEs. These CLOs were formed for the sole purpose of issuing collateralized notes to investors. The assets of these VIEs are primarily comprised of senior secured loans and the liabilities are primarily comprised of debt.
The assets of consolidated CLOs are not available to creditors of the Company. In addition, the investors in these consolidated CLOs have no recourse against the assets of the Company. The Company measures both the financial assets and the financial liabilities of the CLOs using the fair value of the financial assets as further described in note 2. The Company has elected the fair value option for financial instruments held by its consolidated CLOs, which includes investments in loans and corporate bonds, as well as debt obligations and contingent obligations held by such consolidated CLOs. Other assets include amounts due from brokers and interest receivables. Other liabilities include payables for securities purchased, which represent open trades within the consolidated CLOs and primarily relate to corporate loans that are expected to settle within 60 days. As of June 30, 2019 and December 31, 2018, the Company held investments of $44.1 million and $44.2 million, respectively, in consolidated foreign currency denominated CLOs, which eliminate in consolidation.
Net Gains from Investment Activities of Consolidated Variable Interest Entities
The following table presents net gains from investment activities of the consolidated VIEs:
For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
 For the Three Months Ended
June 30,
 For the Six Months Ended
June 30,
 
2018
(1) 
2017
(1) 
2018
(1) 
2017
(1) 
2019
(1) 
2018
(1) 
2019
(1) 
2018
(1) 
Net gains (losses) from investment activities$17,898
 $(272) $23,211
 $9,244
 $5,805
 $(9) $23,787
 $5,313
 
Net gains (losses) from debt(6,131) 635
 2,043
 3,319
 (2,134) 6,824
 (11,070) 8,174
 
Interest and other income8,391
 9,977
 27,118
 26,420
 8,454
 9,148
 13,415
 18,727
 
Interest and other expenses(7,157) (9,495) (23,626) (27,898) (7,494) (6,750) (12,035) (16,469) 
Net gains from investment activities of consolidated variable interest entities$13,001
 $845
 $28,746
 $11,085
 $4,631
 $9,213
 $14,097
 $15,745
 
(1)Amounts reflect consolidation eliminations.


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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


Senior Secured Notes, Subordinated Notes and Secured Borrowings
Included within debt are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of the debt of the consolidated VIEs:
As of September 30, 2018 As of December 31, 2017As of June 30, 2019 As of December 31, 2018
Principal Outstanding Weighted Average Interest Rate Weighted Average Remaining Maturity in Years Principal Outstanding Weighted Average Interest Rate Weighted Average Remaining Maturity in YearsPrincipal Outstanding Weighted Average Interest Rate Weighted Average Remaining Maturity in Years Principal Outstanding Weighted Average Interest Rate Weighted Average Remaining Maturity in Years
Senior Secured Notes(2)
$778,229
 1.66% 11.4 $806,603
 1.68% 12.2$762,652
 1.67% 10.7 $768,860
 1.67% 11.2
Subordinated Notes(2)
96,852
 N/A
(1) 
21.7 100,188
 N/A
(1) 
22.494,913
 N/A
(1) 
20.9 95,686
 N/A
(1) 
21.4
Secured Borrowings(2)(3)
18,976
 3.33% 9.1 109,438
 2.70% 9.318,976
 3.92% 8.3 18,976
 3.42% 8.8
Total$894,057
   $1,016,229
   $876,541
   $883,522
   
(1)The subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.
(2)The debt of the consolidated VIEs is collateralized by assets of the consolidated VIEs and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. The fair value of the debt and collateralized assets of the Senior Secured Notes, Subordinated Notes and Secured Borrowings are presented below:
 As of June 30, 2019 As of December 31, 2018
Debt, at fair value$859,357
 $855,461
Collateralized assets$1,309,703
 $1,290,891
 As of September 30, 2018 As of December 31, 2017
Debt, at fair value$880,570
 $1,002,063
Collateralized assets$1,301,229
 $1,328,586

(3)
Secured borrowings consist of a consolidated VIE’s obligation through a repurchase agreement redeemable at maturity with a third party lender. The fair value of the secured borrowings as of SeptemberJune 30, 20182019 and December 31, 20172018 was $19.0 millionand $109.4$19.0 million, respectively.
The consolidated VIEs’ debt obligations contain various customary loan covenants. As of SeptemberJune 30, 2018,2019, the Company was not aware of any instances of non-compliance with any of these covenants.
As of June 30, 2019, the contractual maturities for debt of the consolidated VIEs is greater than 5 years.
Variable Interest Entities Which are Not Consolidated
The Company holds variable interests in certain VIEs which are not consolidated, as it has been determined that Apollo is not the primary beneficiary.


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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


The following table presents the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary. In addition, the table presents the maximum exposure to losses relating to these VIEs.
As of
September 30, 2018
 As of
December 31, 2017
As of
June 30, 2019
 As of
December 31, 2018
Assets:      
Cash$207,410
 $254,791
$216,907
 $404,660
Investments4,532,562
 6,230,397
5,578,049
 4,919,118
Receivables174,680
 36,601
82,171
 126,873
Total Assets$4,914,652
 $6,521,789
$5,877,127
 $5,450,651
      
Liabilities:      
Debt and other payables$3,579,828
 $3,285,263
$3,433,437
 $3,673,219
Total Liabilities$3,579,828
 $3,285,263
$3,433,437
 $3,673,219
      
Apollo Exposure(1)
$223,464
 $252,605
$257,538
 $244,894
(1)Represents Apollo’s direct investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative performance allocations are subject to reversal in the event of future losses, as discussed in note 14.15.
6. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
The following tables summarize the Company’s financial assets and financial liabilities recorded at fair value by fair value hierarchy level:
As of September 30, 2018As of June 30, 2019
Level I Level II Level III Total CostLevel I Level II Level III Total Cost
Assets                  
U.S. Treasury securities, at fair value$390,448
 $
 $
 $390,448
 $387,848
$713,061
 $
 $
 $713,061
 $697,589
Investments, at fair value:                  
Investment in Athene Holding209,800
 760,702
 
 970,502
 510,784
823,573
 
 
 823,573
 592,561
Other investments
 42,905
 62,688
(1) 
105,593
 100,269

 43,711
 114,439
(1) 
158,150
 137,549
Total investments, at fair value209,800
 803,607
 62,688
 1,076,095
 611,053
823,573
 43,711
 114,439
 981,723
 730,110
Investments of VIEs, at fair value
 919,705
 278,430
 1,198,135
 


 881,583
 301,066
 1,182,649
  
Investments of VIEs, valued using NAV
 
 
 4,050
  
 
 
 838
  
Total investments of VIEs, at fair value
 919,705
 278,430
 1,202,185
  
 881,583
 301,066
 1,183,487
  
Derivative assets(2)

 320
 
 320
  
 279
 
 279
  
Total Assets$600,248
 $1,723,632
 $341,118
 $2,669,048
  $1,536,634
 $925,573
 $415,505
 $2,878,550
  
                  
Liabilities                  
Liabilities of VIEs, at fair value$
 $880,570
 $
 $880,570
  $
 $859,357
 $
 $859,357
  
Contingent consideration obligations(3)

 
 77,700
 77,700
  
 
 93,223
 93,223
  
Derivative liabilities(2)

 944
 
 944
  
 286
 
 286
  
Total Liabilities$
 $881,514
 $77,700
 $959,214
  $
 $859,643
 $93,223
 $952,866
  




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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


 As of December 31, 2018
 Level I Level II Level III Total Cost
Assets         
U.S. Treasury securities, at fair value$392,932
 $
 $
 $392,932
 $390,336
Investments, at fair value:         
Investment in Athene Holding761,807
 
 
 761,807
 592,572
Other investments
 42,782
 96,370
(1) 
139,152
 124,379
Total investments, at fair value761,807
 42,782
 96,370
 900,959
 716,951
Investments of VIEs, at fair value
 877,427
 295,987
 1,173,414
  
Investments of VIEs, valued using NAV
 
 
 2,263
  
Total investments of VIEs, at fair value
 877,427
 295,987
 1,175,677
  
Derivative assets(2)

 388
 
 388
  
Total Assets$1,154,739
 $920,597
 $392,357
 $2,469,956
  
          
Liabilities         
Liabilities of VIEs, at fair value$
 $855,461
 $
 $855,461
  
Contingent consideration obligations(3)

 
 74,487
 74,487
  
Derivative liabilities(2)

 681
 
 681
  
Total Liabilities$
 $856,142
 $74,487
 $930,629
  
 As of December 31, 2017
 Level I Level II Level III Total Cost
Assets         
U.S. Treasury securities, at fair value$364,649
 $
 $
 $364,649
 $363,812
Investments, at fair value:         
Investment in Athene Holding
 802,985
 
 802,985
 387,526
Other investments205
 28,107
 35,701
 64,013
 61,179
Total investments, at fair value205
 831,092
 35,701
 866,998
 448,705
Investments of VIEs, at fair value
 1,058,999
 132,348
 1,191,347
 

Investments of VIEs, valued using NAV
 
 
 4,843
  
Total investments of VIEs, at fair value
 1,058,999
 132,348
 1,196,190
  
Derivative assets(2)

 478
 
 478
  
Total Assets$364,854
 $1,890,569
 $168,049
 $2,428,315
  
          
Liabilities         
Liabilities of VIEs, at fair value$
 $1,002,063
 $12,620
 $1,014,683
  
Contingent consideration obligations(3)

 
 92,600
 92,600
  
Derivative liabilities(2)

 1,537
 
 1,537
  
Total Liabilities$
 $1,003,600
 $105,220
 $1,108,820
  

(1)Other investments as of June 30, 2019 and December 31, 2018 excludes $5.2$24.0 million and $17.0 million, respectively, of performance allocations classified as Level III related to certain investments for which the Company has elected the fair value option. The Company’s policy is to account for performance allocations as investments.
(2)Derivative assets and derivative liabilities are presented as a component of Other assets and Other liabilities, respectively, in the condensed consolidated statements of financial condition.
(3)Profit sharing payable includes contingent obligations classified as Level III.
The following tables summarize the changes in financial assets measured at fair value for which Level III inputs have been used to determine fair value:
For the Three Months Ended September 30, 2018For the Three Months Ended June 30, 2019
Other Investments Investments of Consolidated VIEs TotalOther Investments Investments of Consolidated VIEs Total
Balance, Beginning of Period$60,871
 $268,623
 $329,494
$109,351
 $293,448
 $402,799
Purchases22,774
 7,162
 29,936
Sales of investments/distributions(20,972) 
 (20,972)(819) 
 (819)
Net realized gains1
 
 1
Changes in net unrealized gains658
 11,701
 12,359
4,755
 3,252
 8,007
Cumulative translation adjustment972
 (9,056) (8,084)1,299
 4,366
 5,665
Transfer out of Level III(1)
(1,616) 
 (1,616)(147) 
 (147)
Balance, End of Period$62,688
 $278,430
 $341,118
$114,439
 $301,066
 $415,505
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date$592
 $
 $592
$4,755
 $
 $4,755
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
 11,701
 11,701

 3,253
 3,253


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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


For the Three Months Ended September 30, 2017For the Three Months Ended June 30, 2018
Other Investments Investments of Consolidated VIEs TotalOther Investments Investments of Consolidated VIEs Total
Balance, Beginning of Period$53,722
 $170,666
 $224,388
$57,292
 $293,260
 $350,552
Purchases10,075
 21,729
 31,804

 (4,665) (4,665)
Sale of investments/distributions
 (21,119) (21,119)(1) (2,544) (2,545)
Net realized gains
 154
 154
2
 48
 50
Changes in net unrealized gains58
 1,791
 1,849
1,635
 8,210
 9,845
Cumulative translation adjustment1,535
 3,145
 4,680
(2,615) (8,030) (10,645)
Transfer into Level III(2)
4,558
 
 4,558
Transfer out of Level III(1)

 (40,789) (40,789)
 (17,656) (17,656)
Balance, End of Period$65,390
 $135,577
 $200,967
$60,871
 $268,623
 $329,494
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date$58
 $
 $58
$1,637
 $
 $1,637
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
 1,330
 1,330

 9,951
 9,951
 For the Six Months Ended June 30, 2019
 Other Investments Investments of Consolidated VIEs Total
Balance, Beginning of Period$96,370
 $295,987
 $392,357
Purchases15,048
 
 15,048
Sale of investments/distributions(1,878) 
 (1,878)
Changes in net unrealized gains6,573
 11,172
 17,745
Cumulative translation adjustment(745) (1,977) (2,722)
Transfer out of Level III(1)
(929) (4,116) (5,045)
Balance, End of Period$114,439
 $301,066
 $415,505
Change in net unrealized gains included in principal investment income related to investments still held at reporting date$6,573
 $
 $6,573
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
 11,173
 11,173
 For the Six Months Ended June 30, 2018
 Other Investments Investments of Consolidated VIEs Total
Balance, Beginning of Period 
$35,701
 $132,348
 $168,049
Purchases65,762
 137,822
 203,584
Sale of investments/distributions(28,316) (14,205) (42,521)
Net realized gains (losses)415
 (1,112) (697)
Changes in net unrealized gains1,420
 17,119
 18,539
Cumulative translation adjustment(929) (4,476) (5,405)
Transfer into Level III(1)
4,558
 18,783
 23,341
Transfer out of Level III(1)
(17,740) (17,656) (35,396)
Balance, End of Period$60,871
 $268,623
 $329,494
Change in net unrealized losses included in principal investment income related to investments still held at reporting date$1,420
 $
 $1,420
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
 15,963
 15,963
(1)Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.
 For the Nine Months Ended September 30, 2018
 Other Investments Investments of Consolidated VIEs Total
Balance, Beginning of Period$35,701
 $132,348
 $168,049
Purchases88,536
 144,984
 233,520
Sale of investments/distributions(49,288) (14,205) (63,493)
Net realized gains (losses)416
 (1,112) (696)
Changes in net unrealized gains2,078
 28,820
 30,898
Cumulative translation adjustment43
 (13,532) (13,489)
Transfer into Level III(1)
4,558
 18,783
 23,341
Transfer out of Level III(1)
(19,356) (17,656) (37,012)
Balance, End of Period$62,688
 $278,430
 $341,118
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date$2,012
 $
 $2,012
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
 27,664
 27,664
 For the Nine Months Ended September 30, 2017
 Other Investments Investments of Consolidated VIEs Total
Balance, Beginning of Period 
$45,721
 $92,474
 $138,195
Purchases14,774
 107,969
 122,743
Sale of investments/distributions(8) (53,920) (53,928)
Net realized gains (losses)(14) 340
 326
Changes in net unrealized gains (losses)(327) 9,600
 9,273
Cumulative translation adjustment5,184
 10,334
 15,518
Transfer into Level III(1)
60
 9,569
 9,629
Transfer out of Level III(1)

 (40,789) (40,789)
Balance, End of Period$65,390
 $135,577
 $200,967
Change in net unrealized losses included in net gains from investment activities related to investments still held at reporting date$(341) $
 $(341)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
 9,351
 9,351


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


(1)Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.
The following tables summarizetable summarizes the changes in fair value in financial liabilities measured at fair value for which Level III inputs have been used to determine fair value:
 For the Three Months Ended September 30,
 2018 2017
 Contingent Consideration Obligations Liabilities of Consolidated VIEs & Apollo Funds Contingent Consideration Obligations Total
Balance, Beginning of Period$82,000
 $12,007
 $86,900
 $98,907
Payments(4,383) 
 (6,776) (6,776)
Changes in net unrealized losses(1)
83
 409
 7,176
 7,585
Balance, End of Period$77,700
 $12,416
 $87,300
 $99,716
Change in net unrealized losses included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date$
 $409
 $
 $409
 For the Three Months Ended June 30,
 2019 2018
 Contingent Consideration Obligations Contingent Consideration Obligations
Balance, Beginning of Period$76,500
 $90,500
Changes in net unrealized (gains) losses(1)
16,723
 (8,500)
Balance, End of Period$93,223
 $82,000
(1)Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.
For the Nine Months Ended September 30,For the Six Months Ended June 30,
2018 20172019 2018
Liabilities of Consolidated VIEs & Apollo Funds Contingent Consideration Obligations Total Liabilities of Consolidated VIEs & Apollo Funds Contingent Consideration Obligations TotalContingent Consideration Obligations Liabilities of Consolidated VIEs & Apollo Funds Contingent Consideration Obligations Total
Balance, Beginning of Period$12,620
 $92,600
 $105,220
 $11,055
 $106,282
 $117,337
$74,487
 $12,620
 $92,600
 $105,220
Additions
 
 
 97
 
 97
Payments(12,620) (6,947) (19,567) (94) (23,597) (23,691)(1,315) (12,620) (2,564) (15,184)
Net realized gains
 
 
 (10) 
 (10)
Changes in net unrealized (gains) losses(1)

 (7,953) (7,953) 1,368
 4,615
 5,983
20,051
 
 (8,036) (8,036)
Balance, End of Period$
 $77,700
 $77,700
 $12,416
 $87,300
 $99,716
$93,223
 $
 $82,000
 $82,000
Change in net unrealized losses included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date$
 $
 $
 $1,361
 $
 $1,361
(1)Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.
The following tables summarize the quantitative inputs and assumptions used for financial assets and liabilities categorized as Level III under the fair value hierarchy:
 As of June 30, 2019
 Fair Value Valuation Techniques Unobservable Inputs Ranges Weighted Average
Financial Assets         
Other investments$5,623
 Third Party Pricing N/A N/A N/A
108,816
 Discounted cash flow Discount rate 15.0% - 16.0% 15.6%
Investments of consolidated VIEs:         
Equity securities301,066
 Book value multiple Book value multiple 0.63x 0.63x
 Discounted cash flow Discount rate 14.0% 14.0%
Total Financial Assets$415,505
        
Financial Liabilities         
Contingent consideration obligation$93,223
 Discounted cash flow Discount rate 16.5% 16.5%
Total Financial Liabilities$93,223
        

 As of September 30, 2018
 Fair Value Valuation Techniques Unobservable Inputs Ranges Weighted Average
Financial Assets         
Other investments$8,179
 Third Party Pricing N/A N/A N/A
54,509
 Discounted cash flow Discount rate 15.0% - 16.0% 15.5%
Investments of consolidated VIEs:         
Equity securities278,430
 Book value multiple Book value multiple 0.60x 0.60x
 Discounted cash flow Discount rate 12.9% 12.9%
Total Financial Assets$341,118
        
Financial Liabilities         
Contingent consideration obligation$77,700
 Discounted cash flow Discount rate 17.3% 17.3%
Total Financial Liabilities$77,700
        


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


 As of December 31, 2018
 Fair Value Valuation Techniques Unobservable Inputs Ranges Weighted Average
Financial Assets         
Other investments$6,901
 Third Party Pricing N/A N/A N/A
89,469
 Discounted cash flow Discount Rate 15.0% - 16.0% 15.5%
Investments of consolidated VIEs:         
Corporate loans/bonds/CLO notes4,116
 Third party pricing N/A N/A N/A
Equity securities291,871
 Book value multiple Book value multiple 0.65x 0.65x
 Discounted cash flow Discount rate 15.2% 15.2%
Total investments of consolidated VIEs295,987
        
Total Financial Assets$392,357
        
Financial Liabilities         
Contingent consideration obligation$74,487
 Discounted cash flow Discount rate 17.0% 17.0%
Total Financial Liabilities$74,487
        
 As of December 31, 2017
 Fair Value Valuation Techniques Unobservable Inputs Ranges Weighted Average
Financial Assets         
Other investments$20,641
 Third party pricing N/A N/A N/A
15,060
 
Cost(1)
 N/A N/A N/A
Investments of consolidated VIEs:         
Corporate loans/bonds/CLO notes6,824
 Third party pricing N/A N/A N/A
Equity securities125,524
 Book value multiple Book value multiple 0.71x 0.71x
 Discounted cash flow Discount rate 13.4% 13.4%
Total investments of consolidated VIEs132,348
        
Total Financial Assets$168,049
        
Financial Liabilities         
Liabilities of consolidated VIEs$12,620
 Other N/A N/A N/A
Contingent consideration obligation92,600
 Discounted cash flow Discount rate 17.3% 17.3%
Total Financial Liabilities$105,220
        
(1)    The valuation technique used is cost as it approximates the fair value of the investment.
Fair Value Measurement of Investment in Athene Holding
As of SeptemberJune 30, 2019 and December 31, 2018, the fair value of Apollo’s Level I investment in Athene Holding was estimatedcalculated using the closing market price of Athene Holding shares of $51.66. As of September 30, 2018$43.06 and December 31, 2017 the fair value of Apollo’s Level II investment in Athene Holding was estimated using the closing market price of Athene Holding shares of $51.66 and $51.71, respectively, less a discount due to a lack of marketability (“DLOM”) of 2.5% and 4.0%, respectively, as applicable. The DLOM was derived based on the average remaining lock up restrictions on the shares of Athene Holding held by Apollo (2.3 months and 11.3 months as of September 30, 2018 and December 31, 2017, respectively) and the estimated volatility in such shares of Athene Holding. Due to the limited trading history in Athene Holding shares, the historical share price volatility of a representative set of Athene Holding’s publicly traded insurance peers was calculated over a period equivalent to the remaining average lock up on the shares of Athene Holding held by Apollo and used as a proxy to estimate the projected volatility in Athene Holding’s shares.$39.83, respectively.
Apollo uses the closing market price of shares of Athene Holding, adjusted for a DLOM in order to reflect the post initial public offering (“IPO”) sales restriction on such shares of Athene Holding, to value the opportunistic investment in Athene Holding. The DLOM is calculated based on the remaining length of such sales restrictions and the estimated market price volatility of the associated shares.
Discounted Cash Flow Model
When a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment and the contingent consideration obligations; conversely decreases in the discount rate can significantly increase the fair value of an investment and the contingent consideration obligations.
Consolidated VIEs
Investments
As of SeptemberJune 30, 20182019 and December 31, 2017,2018, the significant unobservable inputs used in the fair value measurement of the equity securities include the discount rate applied and the book value multiples applied in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks. When a comparable multiple model is used to determine fair value, the comparable multiples are generally multiplied by the underlying companies’ earnings before interest, taxes, depreciation and amortization (“EBITDA”) to establish the total enterprise value of the company. The comparable multiple is determined based on the implied trading multiple of public industry peers.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Liabilities
As of SeptemberJune 30, 20182019 and December 31, 2017,2018, the debt obligations of the consolidated CLOs were measured on the basis of the fair value of the financial assets of the CLOs as the financial assets were determined to be more observable and, as a result, categorized as Level II in the fair value hierarchy.
Contingent Consideration Obligations
The significant unobservable input used in the fair value measurement of the contingent consideration obligations is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value. The discount rate was based on the hypothetical cost of equity in connection with the acquisition of Stone Tower Capital, LLC (together with its related management companies, “Stone Tower”).Tower. See note 1415 for further discussion of the contingent consideration obligations.
Valuation of Underlying Investments of Equity Method Investees
As discussed previously, the underlying entities that the Company manages and invests in are primarily investment companies which account for their investments at estimated fair value.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles managed by the Company, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.
Credit Investments
The majority of investments in Apollo’s credit funds are valued based on quoted market prices and valuation models. Quoted market prices are valued based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments. Apollo will designate certain brokers to use to value specific securities. In order to determine the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service. When broker quotes are not available Apollo considers the use of pricing service quotes or other sources to mark a position. When relying on a pricing service as a primary source, Apollo (i) analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population and (iii) validates the valuation levels with Apollo’s pricing team and traders.
Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.
Private Equity Investments
The fair valuemajority of liquidthe illiquid investments in Apollo’swithin our private equity funds where the primary market is an exchange (whether foreign or domestic) is determinedare valued using period end market prices. Such prices are generally based on the close price on the date of determination.
Valuation approaches used to estimate the fair value of investments in Apollo’s private equity funds that are less liquid include the market approach, and the income approach. The market approachwhich provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry.
Market Approach
The market approach is driven more by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

subject company being valued. Consideration may also be given to such factors asany of the Company’sfollowing factors: (1) the subject company’s historical and projected financial data,data; (2) valuations given to comparable companies,companies; (3) the size and scope of the Company’s operations,subject company’s operations; (4) the Company’ssubject company’s individual strengths weaknesses,and weaknesses; (5) expectations relating to the market’s receptivity to an offering of the Company’s securities,subject company’s securities; (6) applicable restrictions on transfer,transfer; (7) industry and market information and assumptions,information; (8) general economic and market conditionsconditions; and (9) other factors deemed relevant. Market approach valuation models typically employ a multiple that is based on one or more of the factors described above. Enterprise value as a multiple of EBITDA is common and relevant for most companies and industries, however, other industry specific multiples are employed where available and appropriate.Sources for gaining additional knowledge related to comparable companies include public filings, annual reports, analyst research reports, and press releases. Once a comparable company set is determined, Apollo reviews certain aspects of the subject company’s performance and determines how its performance compares to the group and to certain individuals in the group. Apollo compares certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios and growth opportunities. In addition, Apollo compares our entry multiple and its relation to the comparable set at the time of acquisition to understand its relation to the comparable set on each measurement date.
Income Approach
For investments where the market approach does not provide adequate fair value information, Apollo relies on the income approach. The income approach is also used to validate the market approach within our private equity funds. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology infor the income approach is a discounted cash flow method. Inherent in

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

the discounted cash flow method are significant assumptions ofrelated to the subject company’s expected results, the determination of a terminal value and a calculated discount rate.rate, which is normally based on the subject company’s weighted average cost of capital, or “WACC.” The WACC represents the required rate of return on total capitalization, which is comprised of a required rate of return on equity, plus the current tax-effected rate of return on debt, weighted by the relative percentages of equity and debt that are typical in the industry. The most critical step in determining the appropriate WACC for each subject company is to select companies that are comparable in nature to the subject company and the credit quality of the subject company. Sources for gaining additional knowledge about the comparable companies include public filings, annual reports, analyst research reports, and press releases. The general formula then used for calculating the WACC considers the after-tax rate of return on debt capital and the rate of return on common equity capital, which further considers the risk-free rate of return, market beta, market risk premium and small stock premium, if applicable. The variables used in the WACC formula are inferred from the comparable market data obtained. The Company evaluates the comparable companies selected and concludes on WACC inputs based on the most comparable company or analyzes the range of data for the investment.
Debt securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. Valuation approaches used to estimate the fair value of hybrid capital investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.
The value of liquid investments, where the primary market is an exchange (whether foreign or domestic), is determined using period end market prices. Such prices are generally based on the close price on the date of determination.
Real Assets Investments
The estimated fair value of commercial mortgage-backed securities (“CMBS”) in Apollo’s real assets funds is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs for certain investments. The loans in Apollo’s real assets funds are evaluated for possible impairment on a quarterly basis. For Apollo’s real assets funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.
Certain of the credit, private equity, and real assets funds may also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of the period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap and credit default swapcontracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.
7. OTHER ASSETS
Other assets consisted of the following:
 As of
September 30, 2018
 As of
December 31, 2017
Fixed assets$106,254
 $102,694
Less: Accumulated depreciation and amortization(86,957) (83,510)
Fixed assets, net19,297
 19,184
Prepaid expenses167,508
 189,542
Tax receivables8,845
 9,236
Other11,827
 13,795
Total Other Assets$207,477
 $231,757
Prepaid expenses includes $118.8 million and $135.0 million as of September 30, 2018 and December 31, 2017, respectively, of deferred equity-based compensation related to the value of the equity-based awards that have been or are expected to be granted in connection with the settlement of certain profit sharing arrangements. A corresponding amount for awards expected to be granted of $96.0 million and $124.3 million, as of September 30, 2018 and December 31, 2017, respectively, is included in other liabilities on the condensed consolidated statements of financial condition.
Depreciation expense was $2.2 million and $5.6 million for the three months ended September 30, 2018 and 2017, respectively, and $6.4 million and $10.0 million for the nine months ended September 30, 2018 and 2017, respectively, and is presented as a component of general, administrative and other expense in the condensed consolidated statements of operations.


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


7. OTHER ASSETS
Other assets consisted of the following:
 As of
June 30, 2019
 As of
December 31, 2018
Fixed assets$115,321
 $109,039
Less: Accumulated depreciation and amortization(93,523) (89,049)
Fixed assets, net21,798
 19,990
Deferred equity-based compensation(1)
97,663
 80,443
Prepaid expenses52,356
 49,648
Intangible assets, net19,323
 18,899
Tax receivables22,201
 10,464
Other14,980
 12,725
Total Other Assets$228,321
 $192,169

(1)Deferred equity-based compensation relates to the value of equity-based awards that have been or are expected to be granted in connection with the settlement of certain profit sharing arrangements. A corresponding amount for awards expected to be granted of $75.3 million and $54.5 million, as of June 30, 2019 and December 31, 2018, respectively, is included in other liabilities on the condensed consolidated statements of financial condition.
Depreciation expense was $2.3 million and $2.1 million for the three months ended June 30, 2019 and 2018, respectively, and $4.6 million and $4.2 million for the six months ended June 30, 2019 and 2018, respectively, and is presented as a component of general, administrative and other expense in the condensed consolidated statements of operations.
8. LEASES
Apollo has operating leases for office space, data centers, and certain equipment under various lease agreements.
The table below presents operating lease expenses:
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
Operating lease cost$10,295
 $9,307
 $19,288
 $18,492
The following table presents supplemental cash flow information related to operating leases:
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
Operating cash flows for operating leases$10,246
 $7,334
 $19,630
 $16,603


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

As of June 30, 2019, the Company’s total lease payments by maturity are presented in the following table:
 Operating Leases
Remaining 2019$17,604
202020,690
202116,335
202212,131
202310,594
Thereafter41,342
Total lease payments$118,696
Less imputed interest(13,532)
Present value of lease payments$105,164

The Company has undiscounted future operating lease payments of $413.4 million related to leases that have not commenced that were entered into as of and subsequent to June 30, 2019. Such lease payments are not yet included in the table above or the Company’s condensed consolidated statements of financial condition as lease assets and lease liabilities. These operating leases are anticipated to commence between fiscal years 2019 and 2021 with lease terms of approximately 15 years.
Supplemental information related to leases is as follows:
As of
June 30, 2019
Weighted average remaining lease term (in years)7.5
Weighted average discount rate3.3%

As of December 31, 2018, the approximate aggregate minimum future payments required for operating leases under U.S. GAAP applicable to that period were as follows:
 2019 2020 2021 2022 2023 Thereafter Total
Aggregate minimum future payments$39,970
 $25,923
 $33,022
 $36,243
 $35,231
 $400,889
 $571,278

9. INCOME TAXES
The Company’s income tax provision totaled $19.1$16.9 million and $16.5$18.9 million for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and $46.6$36.6 million and $54.9$27.5 million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively. The Company’s effective tax rate was approximately 5.0%4.7% and 3.7%11.6% for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and 10.5%5.3% and 5.3%44.4% for the ninesix months ended SeptemberJune 30, 2019 and 2018, and 2017, respectively.
The Tax Cuts and Jobs Act (the “TCJA”) was signed into law on December 22, 2017 and includes a broad range of tax reforms including a reduction in the corporate income tax rate to 21% from 35% effective January 1, 2018. In situations where the accounting for the income tax effects of the TCJA are incomplete by the time the company issues its financial statements (but the company can determine a reasonable estimate for those effects), the company can report provisional amounts that would be subject to adjustment during a measurement period until the accounting is complete. These amounts are subject to change as we obtain information necessary to complete the calculations. We will recognize any changes to the provisional amounts as we refine our estimates. We expect to complete our analysis of the provisional items during the second half of 2018. The effects of other provisions of the TCJA are not expected to have a material impact on our condensed consolidated financial statements.
Under U.S. GAAP, a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Based upon the Company’s review of its federal, state, local and foreign income tax returns and tax filing positions, the Company determined that no unrecognized tax benefits for uncertain tax positions were required to be recorded. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.
The Company’s primary jurisdictions in which itthe Company operates are the United States, New York State, New York City, California and the United Kingdom. There are no unremitted earnings with respect to the United Kingdom and other foreign entities due to the flow-through nature of these entities.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax authorities. With a few exceptions, as of SeptemberJune 30, 2018,2019, the Company’s U.S. federal, state, local and foreign income tax returns for the years 20142015 through 2017 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax return of certain subsidiariesa subsidiary for the 2011 tax year. The State and City of New York are examining certain subsidiaries’ tax returns for tax years 2011 to 2017.2013.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The Company has recorded a deferred tax asset for the future amortization of tax basis intangibles as a result ofresulting from the 2007 Reorganization. The Company recorded additional deferred tax assets as a result of the step-up in tax basis of intangibles from subsequent exchanges of AOG Units for Class A shares. A related tax receivable agreement liability is recorded in due to related parties in the condensed consolidated statements of financial condition for the expected payments under the tax receivable agreement entered into by and among APO Corp., the Managing Partners, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 13)14). The benefit the Company obtains from the difference in the tax asset recognized and the related liability results in an increase to additional paid in capital. The amortization period for these tax basis intangibles is 15 years and the deferred tax assets will reverse over the same period.
The table below presents the impact to the deferred tax asset, tax receivable agreement liability and additional paid in capital related to the exchange of AOG Units for Class A shares.
Exchange of AOG Units
for Class A shares
 Increase in Deferred Tax Asset Increase in Tax Receivable Agreement Liability Increase to Additional Paid In Capital
For the Six Months Ended June 30, 2019 $546
 $464
 $82
For the Six Months Ended June 30, 2018 $47,009
 $39,605
 $7,404

Exchange of AOG Units
for Class A shares
 Increase in Deferred Tax Asset Increase in Tax Receivable Agreement Liability Increase to Additional Paid In Capital
For the Nine Months Ended September 30, 2018 $47,011
 $39,605
 $7,406
For the Nine Months Ended September 30, 2017 $46,539
 $35,946
 $10,593
Conversion to a C Corporation

On May 2, 2019, the Company announced plans to convert from a publicly traded partnership to a C corporation. The conversion is expected to be effective during the third quarter of 2019. The details of the conversion remain subject to the approval of the conflicts committee of Apollo Global Management, LLC’s board of directors and certain required regulatory approvals.
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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

9.10. DEBT
Debt consisted of the following:
As of September 30, 2018 As of December 31, 2017As of June 30, 2019 As of December 31, 2018
Outstanding
Balance
 Fair Value 
Annualized
Weighted
Average
Interest Rate
 
Outstanding
Balance
 Fair Value 
Annualized
Weighted
Average
Interest Rate
Outstanding
Balance
 Fair Value 
Annualized
Weighted
Average
Interest Rate
 
Outstanding
Balance
 Fair Value 
Annualized
Weighted
Average
Interest Rate
2013 AMH Credit Facilities - Term Facility(1)
$
 $
 N/A
 $299,655
 $298,875
(3) 
2.33%
2024 Senior Notes(1)
496,348
 493,988
(4) 
4.00% 495,860
 511,096
(4) 
4.00
$496,838
 $516,334
(4) 
4.00% $496,512
 $498,736
(4) 
4.00%
2026 Senior Notes(1)
496,063
 496,108
(4) 
4.40
 495,678
 525,273
(4) 
4.40
496,448
 525,958
(4) 
4.40
 496,191
 502,107
(4) 
4.40
2029 Senior Notes(1)
674,799
 727,144
(4) 
4.87
 
 
 
2039 Senior Secured Guaranteed Notes(1)
315,628
 329,229
(5) 
4.77
 
 
 
2048 Senior Notes(1)
296,355
 292,411
(4) 
5.00
 
 
 
296,448
 316,873
(4) 
5.00
 296,386
 290,714
(4) 
5.00
2014 AMI Term Facility I(2)
15,824
 15,849
(3) 
2.00
 16,399
 16,482
(3) 
2.00
15,507
 15,507
(3) 
2.00
 15,633
 15,633
(3) 
2.00
2014 AMI Term Facility II(2)
17,872
 17,894
(3) 
1.75
 18,548
 18,605
(3) 
1.75
17,514
 17,514
(3) 
1.75
 17,657
 17,657
(3) 
1.75
2016 AMI Term Facility I(2)
19,636
 19,665
(3) 
1.33
 20,372
 20,372
(3) 
1.75
19,186
 19,186
(3) 
1.30
 19,371
 19,371
(3) 
1.32
2016 AMI Term Facility II(2)
18,926
 18,925
(3) 
1.82
 15,890
 15,931
(3) 
2.00
18,547
 18,547
(3) 
1.40
 18,698
 18,698
(3) 
1.70
Total Debt$1,361,024
 $1,354,840
   $1,362,402
 $1,406,634
  $2,350,915
 $2,486,292
   $1,360,448
 $1,362,916
  
(1)Includes amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs:
As of September 30, 2018 As of December 31, 2017As of June 30, 2019 As of December 31, 2018
2013 AMH Credit Facilities - Term Facility$
 $345
2024 Senior Notes3,084
 3,498
$2,670
 $2,946
2026 Senior Notes3,600
 3,951
3,248
 3,483
2029 Senior Notes6,165
 
2039 Senior Secured Guaranteed Notes9,372
 
2048 Senior Notes3,326
 
3,242
 3,298

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

(2)Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into several five year credit agreementsfacilities (collectively referred to as the “AMI Facilities”) to fund the Company’s investment in certain European CLOs it manages.manages:
Facility Date Loan Amount
2014 AMI Term Facility I July 3, 2014 13,636

2014 AMI Term Facility II December 9, 2014 15,400

2016 AMI Term Facility I January 18, 2016 16,94516,870

2016 AMI Term Facility II June 22, 2016 16,308

(3)Fair value is based on obtained broker quotes. These notes are classified as a Level III liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services. For instances where broker quotes are not available, a discounted cash flow method is used to obtain a fair value.
(4)Fair value is based on obtained broker quotes. These notes are classified as a Level II liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.
(5)Fair value is based on a discounted cash flow method. These notes are classified as a Level III liability within the fair value hierarchy.
2013 AMH Credit Facilities—On December 18, 2013, AMH and its subsidiaries and certain other subsidiaries of the Company (collectively, the “Borrowers”) entered into credit facilities (the “2013 AMH Credit Facilities”) with the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders. The 2013 AMH Credit Facilities provided for (i) a term loan facility to AMH (the “Term Facility”) that included $750 million of term loan from third-party lenders and $271.7 million of term loan held by a subsidiary of the Company and (ii) a $500 million revolving credit facility (the “Revolver Facility”), in each case, with an original maturity date of January 18, 2019. On March 11, 2016, the maturity date of both the Term Facility and the Revolver Facility was extended by two years to January 18, 2021. The extension was determined to be a modification of the 2013 AMH Credit Facilities in accordance with U.S. GAAP.
In connection with the issuance of the 2024 Senior Notes, the 2026 Senior Notes and the 2048 Senior Notes (as described below), $250 million, $200 million and $300 million of the proceeds, respectively, were used to repay the entire remaining

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

amount of both the term loan from third-party lenders and the term loan held by a subsidiary of the Company as of March 15, 2018. The Revolver Facility was replaced as of July 11, 2018 by the 2018 AMH Credit Facility, as described below. The 2013 AMH Credit Facilities and all related loan documents were terminated as of July 11, 2018.
2018 AMH Credit Facility—On July 11, 2018, AMH as borrower (the “Borrower”) entered into a new credit agreement (the “2018 AMH Credit Facility”) with the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent for the lenders. The 2018 AMH Credit Facility provides for a $750 million revolving credit facility to the Borrower with a final maturity date of July 11, 2023. The 2018 AMH Credit Facility is to remain available until its maturity, and any undrawn revolving commitments bear a commitment fee. The interest rate on the 2018 AMH Credit Facility is based on adjusted LIBOR and the applicable margin as of SeptemberJune 30, 20182019 was 1.00%. The commitment fee on the $750 million undrawn 2018 AMH Credit Facility as of SeptemberJune 30, 20182019 was 0.09%.
Borrowings under the 2018 AMH Credit Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. The Borrower may incur incremental facilities in respect of the 2018 AMH Credit Facility in an aggregate amount not to exceed $250 million plus additional amounts so long as the Borrower is in compliance with a net leverage ratio not to exceed 4.00 to 1.00. As of SeptemberJune 30, 2018,2019, the 2018 AMH Credit Facility was undrawn.
2024 Senior Notes—On May 30, 2014, AMH issued $500 million in aggregate principal amount of its 4.000% Senior Notes due 2024 (the “2024 Senior Notes”), at an issue price of 99.722% of par. Interest on the 2024 Senior Notes is payable semi-annually in arrears on May 30 and November 30 of each year. The 2024 Senior Notes will mature on May 30, 2024. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2024 Senior Notes. The face amount of $500 million related to the 2024 Senior Notes is the amount for which the Company is obligated to settle the 2024 Senior Notes.Notes for the face amount of $500 million.
2026 Senior Notes—On May 27, 2016, AMH issued $500 million in aggregate principal amount of its 4.400% Senior Notes due 2026 (the “2026 Senior Notes”), at an issue price of 99.912% of par. Interest on the 2026 Senior Notes is payable semi-annually in arrears on May 27 and November 27 of each year. The 2026 Senior Notes will mature on May 27, 2026. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2026 Senior Notes. The face amount of $500 million related to the 2026 Senior Notes is the amount for which the Company is obligated to settle the 2026 Senior Notes.Notes for the face amount of $500 million.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

2029 Senior Notes—On February 7, 2019, AMH issued $550 million in aggregate principal amount of its 4.872% Senior Notes due 2029 , at an issue price of 99.999% of par. On June 11, 2019, AMH issued an additional $125 million in aggregate principal amount of its 4.872% Senior Notes due 2029 (the “Additional Notes”). The Additional Notes constitute a single class of securities with the previously issued senior notes due 2029 (collectively, the “2029 Senior Notes”). Interest on the 2029 Senior Notes is payable semi-annually in arrears on February 15 and August 15 of each year. The 2029 Senior Notes will mature on February 15, 2029. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2029 Senior Notes. The Company is obligated to settle the 2029 Senior Notes for the face amount of $675 million.
2039 Senior Secured Guaranteed Notes—On June 10, 2019, APH Finance 1, LLC (the “Issuer”), a subsidiary of the Company, issued $325 million in aggregate principal amount of its 4.77% Series A Senior Secured Guaranteed Notes due 2039 (the “2039 Senior Secured Guaranteed Notes”). The 2039 Senior Secured Guaranteed Notes are secured by a lien on the Issuer’s and the guarantors’ participation interests in the rights to distributions in relation to a portfolio of equity investments owned by affiliates of the Company in certain existing and future funds managed or advised by subsidiaries of the Company. Interest on the 2039 Senior Secured Guaranteed Notes is payable on a quarterly basis. The 2039 Senior Secured Guaranteed Notes will mature in June 2039, but, unless prepaid to the extent permitted under the indenture governing the 2039 Senior Secured Guaranteed Notes, the anticipated repayment date will be in June 2029. If the Issuer has not repaid or refinanced the 2039 Senior Secured Guaranteed Notes prior to the anticipated repayment date an additional 5.0% per annum will accrue on the 2039 Senior Secured Guaranteed Notes. The issuance costs are amortized into interest expense on the condensed consolidated statements of operations over the expected term of the 2039 Senior Secured Guaranteed Notes. The Company is obligated to settle the 2039 Senior Secured Guaranteed Notes for the face amount of $325 million.
2048 Senior Notes—On March 15, 2018, AMH issued $300 million in aggregate principal amount of its 5.000% Senior Notes due 2048 (the “2048 Senior Notes”), at an issue price of 99.892% of par. Interest on the 2048 Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The 2048 Senior Notes will mature on March 15, 2048. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2048 Senior Notes. The face amount of $300 million related to the 2048 Senior Notes is the amount for which the Company is obligated to settle the 2048 Senior Notes.Notes for the face amount of $300 million.
As of SeptemberJune 30, 2018,2019, the indentures governing the 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes and the 2048 Senior Notes (the “Indentures”) include covenants that restrict the ability of AMH and, as applicable, the guarantors of the notes under the Indentures to incur indebtedness secured by liens on voting stock or profit participating equity interests of their respective subsidiaries, or merge, consolidate or sell, transfer or lease assets. The Indentures also provide for customary events of default.

As of June 30, 2019, the indenture governing the 2039 Senior Secured Guaranteed Notes includes a series of covenants and restrictions customary for transactions of this type, including covenants that (i) require the Issuer to maintain specified reserve accounts to be used to make required payments in respect of the 2039 Senior Secured Guaranteed Notes, (ii) relate to prepayments and related payments of specified amounts, including specified make-whole payments under certain circumstances and (iii) relate to recordkeeping, access to information and similar matters.
The following table presents the interest expense incurred related to the Company’s debt:
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
Interest Expense:(1)
       
2013 AMH Credit Facilities$
 $280
 $
 $2,244
2018 AMH Credit Facility315
 
 627
 
2024 Senior Notes5,163
 5,163
 10,326
 10,326
2026 Senior Notes5,628
 5,628
 11,256
 11,256
2029 Senior Notes7,187
 
 11,102
 
2039 Senior Secured Guaranteed Notes959
 
 959
 
2048 Senior Notes3,781
 3,778
 7,562
 4,445
AMI Term Facilities269
 313
 578
 688
Total Interest Expense$23,302
 $15,162
 $42,410
 $28,959

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table presents the interest expense incurred related to the Company’s debt:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Interest Expense:(1)
       
2013 AMH Credit Facilities$80
 $2,150
 $2,324
 $6,109
2018 AMH Credit Facility232
 
 232
 
2024 Senior Notes5,163
 5,163
 15,489
 15,489
2026 Senior Notes5,629
 5,628
 16,885
 16,885
2048 Senior Notes3,783
 
 8,228
 
AMI Term Facilities322
 362
 1,010
 1,014
Total Interest Expense$15,209
 $13,303
 $44,168
 $39,497

(1)Debt issuance costs incurred in connection with the 2013 AMH Credit Facilities, the 2018 AMH Credit Facility, the 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes, the 2039 Senior Secured Guaranteed Notes and the 2048 Senior Notes are amortized into interest expense over the term of the debt arrangement.
10.11. NET INCOME (LOSS) PER CLASS A SHARE
The table below presents basic and diluted net income per Class A share using the two-class method:
Basic and Diluted Basic and Diluted 
For the Three Months Ended September 30, For the Nine Months Ended September 30, For the Three Months Ended June 30, For the Six Months Ended June 30, 
2018 2017 2018 2017 2019 2018 2019 2018 
Numerator:                
Net income attributable to Apollo Global Management, LLC Class A Shareholders$162,357
  $198,569
 $154,370
 $430,673
 
Net income (loss) attributable to Apollo Global Management, LLC Class A Shareholders$155,659
  $54,658
 $295,552
 $(7,987) 
Distributions declared on Class A shares(1)
(86,468) (100,641) (296,093) (279,307) (92,201) (76,602) (205,546) (209,625) 
Distributions on participating securities(2)
(4,150) (3,265) (13,687) (9,419) (4,115) (4,153) (9,074) (9,537) 
Earnings allocable to participating securities(3,633)
(3,218) 
(3) 
(5,129) (2,848) 
(3) 
(4,030) 
(3) 
Undistributed income (loss) attributable to Class A shareholders: Basic and Diluted$68,106
  $91,445
 $(155,410) $136,818
 $56,495
  $(26,097) $76,902
 $(227,149) 
Denominator:                
Weighted average number of Class A shares outstanding: Basic and Diluted200,347,996
 192,882,082
 199,837,707
 190,014,240
 199,578,950
 200,711,475
 200,202,174
 199,578,334
 
Net Income per Class A Share: Basic and Diluted(4)
                
Distributed Income$0.43
  $0.52
 $1.47
 $1.46
 $0.46
  $0.38
 $1.02
 $1.04
 
Undistributed Income (Loss)0.34
  0.48
 (0.77) 0.73
 0.29
  (0.13) 0.39
 (1.13) 
Net Income per Class A Share: Basic and Diluted$0.77
  $1.00
 $0.70
  $2.19
 
Net Income (Loss) per Class A Share: Basic and Diluted$0.75
  $0.25
 $1.41
  $(0.09) 
(1)
See note 1213 for information regarding the quarterly distributions declared and paid during 20182019 and 2017.2018.
(2)Participating securities consist of vested and unvested RSUs that have rights to distributions and unvested restricted shares.
(3)No allocation of undistributed losses was made to the participating securities as the holders do not have a contractual obligation to share in the losses of the Company with Class A shareholders.
(4)For the three and ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, all of the classes of securities were determined to be anti-dilutive.
The Company has granted RSUs that provide the right to receive, subject to vesting during continued employment, Class A shares pursuant to the Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Equity Plan”).Plan. The Company has three types of RSU grants, which we refer to as Plan Grants, Bonus Grants and Performance Grants. “Plan Grants” vest over time (generally upone to six years) and may or may not provide the right to receive distribution equivalents on vested RSUs on an equal basis with the Class A shareholders any time a distribution is declared. “Bonus Grants” vest over time (generally three years) and generally provide the right to receive distribution equivalents on both vested and unvested RSUs on an equal basis with the Class A shareholders any time a distribution is declared. “Performance Grants” generally vest over time (three to five years), subject to the

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Table Company’s receipt of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

availability of sufficient net performance revenues, in accordance withwithin prescribed periods, sufficient to cover the applicable RSU award agreement.associated equity-based compensation expense. Performance Grants provide the right to receive distribution equivalents on vested RSUs and may also provide the right to receive distribution equivalents on unvested RSUs.
Any distribution equivalent paid to an employee will not be returned to the Company upon forfeiture of the award by the employee. Vested and unvested RSUs that are entitled to non-forfeitable distribution equivalents qualify as participating securities and are included in the Company’s basic and diluted earnings per share computations using the two-class method. The holder of an RSU participating security would have a contractual obligation to share in the losses of the entity if the holder is obligated to fund the losses of the issuing entity or if the contractual principal or mandatory redemption amount of the participating security is reduced as a result of losses incurred by the issuing entity. The RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses, therefore, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.
Holders of AOG Units are subject to the transfer restrictions set forth in the agreements with the respective holders and may, a limited number of times each year, upon notice (subject to the terms of the Exchange Agreement)an exchange agreement), exchange their AOG

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Units for Class A shares on a one-for-one basis. An AOG Unit holder must exchange one unit in each of the Apollo Operating Group partnerships to effectuate an exchange for one Class A share.
Apollo Global Management, LLC has one Class B share outstanding, which is held by BRH Holdings GP, Ltd. (“BRH”). The voting power of the Class B share is reduced on a one vote per one AOG Unit basis in the event of an exchange of AOG Units for Class A shares, as discussed above. The Class B share has no net income (loss) per share as it does not participate in Apollo’s earnings (losses) or distributions. The Class B share has no distribution or liquidation rights. The Class B share has voting rights on a pari passu basis with the Class A shares. The Class B share represented 52.5%52.2% and 54.3%52.4% of the total voting power of the Company’s shares entitled to vote as of SeptemberJune 30, 20182019 and 2017,2018, respectively.
The following table summarizes the anti-dilutive securities.
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
Weighted average vested RSUs137,573
 111,995
 740,021
 641,282
Weighted average unvested RSUs8,939,599
 8,350,200
 8,744,646
 8,085,325
Weighted average unexercised options204,167
 204,167
 204,167
 204,167
Weighted average AOG Units outstanding202,245,561
 202,559,221
 202,266,384
 203,562,398
Weighted average unvested restricted shares984,792
 871,010
 1,007,667
 770,400
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Weighted average vested RSUs155,287
 210,642
 477,503
 554,881
Weighted average unvested RSUs9,592,835
 6,196,601
 8,593,350
 6,334,220
Weighted average unexercised options204,167
 210,420
 204,167
 214,587
Weighted average AOG Units outstanding202,552,808
 209,522,593
 203,222,170
 212,224,998
Weighted average unvested restricted shares940,060
 400,606
 827,576
 240,411

11.12. EQUITY-BASED COMPENSATION
Equity-based awards granted to employees and non-employees as compensation are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. Equity-based awards that require performance metrics to be met are expensed only expensed when the performance metric is met or deemed probable.
RSUs
The Company grants RSUs under the 2007 Equity Plan. The fair value of all grants is based on the grant date fair value, which considers the public share price of the Company’s Class A shares subject to certain discounts, as applicable. The following table summarizes the weighted average discounts for Plan Grants, Bonus Grants and Performance Grants.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Plan Grants:       
Discount for the lack of distributions until vested(1)
5.4% 12.9% 12.2% 12.0%
Marketability discount for transfer restrictions(2)
5.2% 4.0% 4.8% 3.5%
Bonus Grants:       
Marketability discount for transfer restrictions(2)
2.5% 2.3% 2.3% 2.3%
Performance Grants:       
Marketability discount for transfer restrictions(2)
5.8% N/A
 5.6% N/A
(1)Based on the present value of a growing annuity calculation.
(2)Based on the Finnerty Model calculation.
The estimated total grant date fair value for Plan Grants and Bonus Grants is charged to compensation expense on a straight-line basis over the vesting period, which for Plan Grants is generally upone to six years, with the first installment vesting one year after grant and quarterly vesting thereafter, and for Bonus Grants is generally annual vesting over three years.
During the ninesix months ended SeptemberJune 30, 2018,2019, the Company awarded Performance Grants of 4.51.2 million RSUs to certain employees with a grant date fair value of $144.7$25.4 million, which vest over time (generally 3-53 to 5 years) subject to the availabilityreceipt of sufficient net performance revenues, in accordance withwithin prescribed periods, sufficient to cover the applicable RSU award agreement.associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for suchthese and other Performance Grants iswill be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable. Accordingly,The following table summarizes the equity based compensation expense recognized relating to Performance Grants.
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
Equity-based compensation14,548
 14,504
 29,131
 26,948

Additionally, the Company entered into an agreement in 2018 with several employees under which it expects to grant them RSUs beginning in 2020 if year-over-year growth in certain discretionary earnings metrics is attained prior to grant and they remain employed at the grant date. Once granted, these RSUs will vest based on both continued service and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for such awards, if and when granted, will be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed

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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

probable. No equity-based compensation expense was recognized related to these RSUs for the three and ninesix months ended SeptemberJune 30, 2018, equity-based compensation expense of $19.3 million and $46.2 million, respectively, was recognized relating to these Performance Grants.2019.
The fair value of all RSU grants made during the ninesix months ended SeptemberJune 30, 2019 and 2018 and 2017 was $227.1$97.6 million and $32.3$198.6 million, respectively.
The following table presents the actual forfeiture raterates and equity-based compensation expense recognized:
For the Three Months Ended September 30, For the Nine Months Ended September 30,For the Three Months Ended June 30, For the Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Actual forfeiture rate0.7% 2.3% 8.0% 9.3%0.7% 3.7% 1.2% 7.8%
Equity-based compensation$37,166
 $17,106
 $99,544
 $50,807
$34,185
 $31,630
 $67,938
 $62,377
The following table summarizes RSU activity:
Unvested Weighted  Average Grant Date Fair Value Vested Total Number of RSUs Outstanding Unvested Weighted Average Grant Date Fair Value Vested Total Number of RSUs Outstanding 
Balance at January 1, 20186,262,288
 $15.58
 2,802,277
 9,064,565
(1) 
Balance at January 1, 20199,839,968
 $26.52
 2,380,783
 12,220,751
(1) 
Granted6,950,110
 32.68
 
 6,950,110
 3,994,718
 24.44
 
 3,994,718
 
Forfeited(1,057,238) 17.21
 
 (1,057,238) (147,008) 26.13
 (18,524) (165,532) 
Vested(1,007,413) 19.64
 1,007,413
 
 (1,716,439) 28.28
 1,716,439
 
 
Issued
 18.54
 (3,581,681) (3,581,681) 
 23.88
 (3,808,972) (3,808,972) 
Balance at September 30, 201811,147,747
(2)$25.72
 228,009
 11,375,756
(1) 
Balance at June 30, 201911,971,239
(2)$25.58
 269,726
 12,240,965
(1) 
(1)Amount excludes RSUs which have vested and have been issued in the form of Class A shares.
(2)RSUs were expected to vest over the weighted average period of 2.93.2 years.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Restricted Share Awards
The Company has granted restricted share awards under the 2007 Equity Plan primarily in connection with certain profit sharing arrangements. The fair value of restricted share grants is the public share price of the Company’s Class A shares on the grant date. The grant date fair value of these awards is recognized as equity-based compensation expense on a straight-line basis over the vesting period.
The fair value of restricted share award grants made during the nine months ended September 30, 2018 and 2017 was $22.6 million and $11.5 million, respectively.
The following table presents the equity-based compensation expense recognized:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Equity-based compensation$4,031
 $1,326
 $9,569
 $3,662
Restricted Share Awards—Athene Holding
The Company has granted Athene Holding restricted share awards to certain employees of the Company. Separately, Athene Holding has also granted restricted share awards to certain employees of the Company. Both awards are collectively referred to as the “AHL Awards”.Awards.” Certain of the AHL Awards function similarly to options as they are exchangeable for Class A shares of Athene Holding upon payment of a conversion price and the satisfaction of certain other conditions. The awards granted are either subject to time-based vesting conditions that generally vest over three to five years or vest upon achieving certain metrics, such as attainment of certain rates of return and realized cash received by certain investors in Athene Holding upon sale of their shares.
The Company records the AHL Awards in other assets and other liabilities in the condensed consolidated statements of financial condition. The fair value of the asset is amortized through equity-based compensation over the vesting period. The fair value of the liability is remeasured each period, with any changes in fair value recorded in compensation expense in the condensed consolidated statements of operations. For AHL Awards granted by Athene Holding, compensation expense related to amortization of the asset is offset, with certain exceptions, by related management fees earned by the Company from Athene.
The grant date fair value of the AHL Awards is based on the share price of Athene Holding, less discounts for transfer restrictions.restrictions, and has been categorized as Level II within the fair value hierarchy as a result. The AHL Awards that function similarly to options were valued using a multiple-scenario model, which considers the price volatility of the underlying share price of Athene Holding, time to expiration and the risk-free rate, while the other awards were valued using the share price of Athene Holding less any discounts for transfer restrictions.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table summarizes the management fees, equity-based compensation expense and actual forfeiture rates for the AHL Awards:
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
Management fees$354
 $(1,009) $542
 $(1,887)
Equity-based compensation961
 (1,353) 1,716
 (2,273)
Actual forfeiture rate% 3.6% % 3.6%
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Management fees$1,872
 $2,393
 $(14) $4,531
Equity-based compensation3,349
 3,528
 1,075
 6,983
Actual forfeiture rate% % 3.6% %

Equity-Based Compensation Allocation
Equity-based compensation is allocated based on ownership interests. Therefore, the amortization of equity-based compensation is allocated to shareholders’ equity attributable to AGM and the Non-Controlling Interests, which results in a difference in the amounts charged to equity-based compensation expense and the amounts credited to shareholders’ equity attributable to AGM in the Company’s condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC:
For the Nine Months Ended September 30, 2018For the Six Months Ended June 30, 2019
Total Amount Non-Controlling Interest % in Apollo Operating Group 
Allocated to Non-Controlling Interest in Apollo Operating Group(1)
 Allocated to Apollo Global Management, LLCTotal Amount Non-Controlling Interest % in Apollo Operating Group 
Allocated to Non-Controlling Interest in Apollo Operating Group(1)
 Allocated to Apollo Global Management, LLC
RSUs, share options and restricted share awards$108,719
 % $
 $108,719
$76,104
 % $
 $76,104
AHL Awards1,075
 50.2
 539
 536
1,716
 50.2
 862
 854
Other equity-based compensation awards13,849
 50.2
 6,950
 6,899
11,919
 50.2
 5,986
 5,933
Total equity-based compensation$123,643
   7,489
 116,154
$89,739
   6,848
 82,891
Less other equity-based compensation awards(2)
    (7,489) (21,916)    (6,848) (14,569)
Capital increase related to equity-based compensation    $
 $94,238
    $
 $68,322
 For the Six Months Ended June 30, 2018
 Total Amount Non-Controlling Interest % in Apollo Operating Group 
Allocated to Non-Controlling Interest in Apollo Operating Group(1)
 Allocated to Apollo Global Management, LLC
RSUs, share options and restricted share awards$67,581
 % $
 $67,581
AHL Awards(2,273) 50.1
 (1,139) (1,134)
Other equity-based compensation awards8,001
 50.1
 4,010
 3,991
Total equity-based compensation$73,309
   2,871
 70,438
Less other equity-based compensation awards(2)
    (2,871) (13,373)
Capital increase related to equity-based compensation    $
 $57,065
 For the Nine Months Ended September 30, 2017
 Total Amount Non-Controlling Interest % in Apollo Operating Group 
Allocated to Non-Controlling Interest in Apollo Operating Group(1)
 Allocated to Apollo Global Management, LLC
RSUs, share options and restricted share awards$54,901
 % $
 $54,901
AHL Awards6,983
 51.9
 3,624
 3,359
Other equity-based compensation awards8,448
 51.9
 4,385
 4,063
Total equity-based compensation$70,332
   8,009
 62,323
Less other equity-based compensation awards(2)
    (8,009) (9,881)
Capital increase related to equity-based compensation    $
 $52,442

(1)Calculated based on average ownership percentage for the period considering Class A share issuances during the period.
(2)Includes equity-based compensation reimbursable by certain funds.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

13. EQUITY
Class A Shares
Class A shares represent limited liability company interests in the Company. Holders of Class A shares are entitled to participate in distributions from the Company on a pro rata basis. Class A shareholders do not elect the Company’s manager or the manager’s executive committee and have limited voting rights.
During the three and ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, the Company issued Class A shares in settlement of vested RSUs. The Company has generally allowed holders of vested RSUs and exercised share options to settle their tax liabilities by reducing the number of Class A shares issued to them, which the Company refers to as “net share settlement.” Additionally, the Company has generally allowed holders of share options to settle their exercise price by reducing the number of Class A shares issued to them at the time of exercise by an amount sufficient to cover the exercise price. The net share settlement results in a liability for the Company and a corresponding accumulated deficit adjustment.
In February 2016, Apollo announced its adoption of a program to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through net share settlement of equity-based awards granted under the 2007 Equity Plan. The Company intendsIn January 2019, Apollo increased its authorized share repurchase amount by $250 million bringing the total authorized repurchase amount to continue$500 million, which may be used to repurchase outstanding Class A shares as well as to reduce Class A shares to be issued to employees to satisfy associated tax obligations in connection withe the net share settlement programof equity-based awards granted under the the Equity Plan (or any successor equity plan thereto). Class A shares may be repurchased from time to time in excess of the $100 millionopen market transactions, in privately negotiated transactions, pursuant to the repurchasea trading plan adopted in February 2016.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

the Exchange Act, or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. Apollo is not obligated under the terms of the program to repurchase any of its Class A shares. The repurchase program has no expiration date and may be suspended or terminated by the Company at any time without prior notice. Class A shares repurchased as part of this program will be canceled by the Company.
The table below summarizes the issuance of Class A shares for equity-based awards:
For the Nine Months Ended September 30,For the Six Months Ended June 30,
2018 20172019 2018
Class A shares issued in settlement of vested RSUs and share options exercised(1)
3,587,931
 3,293,798
3,808,972
 3,192,534
Reduction of Class A shares issued(2)
(1,201,328) (1,196,549)(1,446,436) (1,042,757)
Class A shares purchased related to share issuances and forfeitures(3)
(183,969) (860)(103,954) (163,165)
Issuance of Class A shares for equity-based awards2,202,634
 2,096,389
2,258,582
 1,986,612
(1)The gross value of shares issued was $120.6$116.5 million and $76.8$106.6 million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, based on the closing price of a Class A share at the time of issuance.
(2)Cash paid for tax liabilities associated with net share settlement was $40.3$44.3 million and $28.0$34.7 million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively.
(3)
Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted Class A shares of AGM that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's 2007 Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase Class A shares on the open market and retire them. During the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, we issued 673,326136,686 and 413,850569,452 of such restricted shares and 75,636102,089 and zero69,287 of such RSUs under the 2007 Equity Plan, respectively, and repurchased 830,438238,775 and 413,850720,215 Class A shares in open-market transactions not pursuant to a publicly-announced repurchase plan or program, respectively. In addition, there were 26,8571,865 and 86012,402 restricted shares forfeited during the ninesix months ended SeptemberJune 30, 2019 and 2018, and 2017, respectively.
Additionally, during the ninesix months ended SeptemberJune 30, 2019 and 2018, 3,337,239 and 2017, 1,571,438 and 233,248849,785 Class A shares were repurchased in open market transactions as part of the publicly announced share repurchase program adopted in February 2016, respectively. Cashrespectively, and such shares were subsequently canceled by the Company. The Company paid $98.6 million and $28.7 million for these open market share repurchases and cancellations was $54.3 million and $6.9 million forduring the ninesix months ended SeptemberJune 30, 2019 and 2018, and 2017, respectively.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Preferred Share Issuance
On March 7, 2017, Apollo issued 11,000,0006.375% Series A Preferred shares (the “Series A Preferred shares”) for gross proceeds of $275.0 million, or $264.4 million net of issuance costs and on March 19, 2018, Apollo issued 12,000,000 6.375% Series B Preferred shares (the “Series B Preferred shares” and collectively with the Series A Preferred shares, the “Preferred shares”) for gross proceeds of $300.0 million, or $289.8 million net of issuance costs. When, as and if declared by the manager of Apollo, distributions on the Preferred shares will be payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2018 for the Series B Preferred shares, at a rate per annum equal to 6.375%. Distributions on the Preferred shares are discretionary and non-cumulative. During 2019, quarterly cash distributions were $0.398438 per Series A Preferred share and Series B Preferred share.
Subject to certain exceptions, unless distributions have been declared and paid or declared and set apart for payment on the Preferred shares for a quarterly distribution period, during the remainder of that distribution period Apollo may not declare or pay or set apart payment for distributions on any Class A shares or any other equity securities that the Company may issue in the future ranking as to the payment of distributions, junior to the Preferred shares (“Junior Shares”) and Apollo may not repurchase any Junior Shares. These restrictions arewere not applicable during the initial distribution period, which iswas the period from March 19, 2018 to but excluding June 15, 2018 for the Series B Preferred shares.
The Series A Preferred shares and the Series B Preferred shares may be redeemed at Apollo’s option, in whole or in part, at any time on or after March 15, 2022 and March 15, 2023, respectively, at a price of $25.00 per Preferred share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the Preferred shares will have no right to require the redemption of the Preferred shares and there is no maturity date.
If a certain change of control event or a certain tax redemption event occurs prior to March 15, 2022 and March 15, 2023 for the Series A Preferred shares and the Series B Preferred shares, respectively, the Preferred shares may be redeemed at Apollo’s option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such change of control event or such tax redemption event, as applicable, at a price of $25.25 per Preferred share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If a certain rating agency event occurs prior to March 15, 2023, the Series B Preferred shares may be redeemed at Apollo’s option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such rating agency event, at a price of $25.50 per Series B Preferred share, plus declared

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If (i) a change of control event occurs (whether before, on or after March 15, 2022 and March 15, 2023 for the Series A Preferred shares and the Series B Preferred shares, respectively) and (ii) Apollo does not give notice prior to the 31st day following the change of control event to redeem all the outstanding Preferred shares, the distribution rate per annum on the Preferred shares will increase by 5.00%, beginning on the 31st day following such change of control event.
The Preferred shares are not convertible into Class A shares and have no voting rights, except in limited circumstances as provided in the Company’s limited liability company agreement. In connection with the issuance of the Preferred shares, certain Apollo Operating Group entities issued for the benefit of Apollo a series of preferred units with economic terms that mirror those of the Preferred shares.
The table below summarizes the distributions on the Preferred shares:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Series A Preferred Shares total distribution$4,383
 $4,383
 $13,149
 $9,155
Series B Preferred Shares total distribution4,781
 
 9,350
 
Distributions
The table below presents information regarding the quarterly distributions on Class A shares which were made at the sole discretion of the manager of the Company (in millions, except per share data). Certain subsidiaries of AGM may be subject to U.S. federal, state, local and non-U.S. income taxes at the entity level and may pay taxes and/or make payments under the tax receivable agreement in a given fiscal year; therefore, the net amounts ultimately distributed by AGM to its Class A shareholders in respect of each fiscal year are generally expected to be less than the net amounts distributed to AOG Unitholders.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)
Distribution Declaration Date Distribution per Class A Share Distribution Payment Date Distribution to Class A Shareholders Distribution to Non-Controlling Interest Holders in the Apollo Operating Group Total Distributions from Apollo Operating Group Distribution Equivalents on Participating Securities
February 3, 2017 $0.45
 February 28, 2017 $84.2
 $97.0
 $181.2
 $2.9
April 13, 2017 
 April 13, 2017 
 20.5
(1) 
20.5
 
April 28, 2017 0.49
 May 31, 2017 94.5
 102.9
 197.4
 3.3
August 2, 2017 0.52
 August 31, 2017 100.6
 108.8
 209.4
 3.2
November 1, 2017 0.39
 November 30, 2017 75.6
 81.6
 157.2
 2.4
For the year ended December 31, 2017 $1.85
   $354.9
 $410.8
 $765.7
 $11.8
February 1, 2018 $0.66
 February 28, 2018 $133.0
 $133.7
 $266.7
 $5.4
April 12, 2018 
 April 12, 2018 
 50.5
(1) 
50.5
 
May 03, 2018 0.38
 May 31, 2018 76.6
 77.0
 153.6
 4.1
August 2, 2018 0.43
 August 31, 2018 86.5
 87.1
 173.6
 4.2
For the nine months ended September 30, 2018 $1.47
   $296.1
 $348.3
 $644.4
 $13.7

Distribution Declaration Date Distribution per Class A Share Distribution Payment Date Distribution to Class A Shareholders Distribution to Non-Controlling Interest Holders in the Apollo Operating Group Total Distributions from Apollo Operating Group Distribution Equivalents on Participating Securities
February 1, 2018 $0.66
 February 28, 2018 $133.0
 $133.7
 $266.7
 $5.4
April 12, 2018 
 April 12, 2018 
 50.5
(1) 
50.5
 
May 3, 2018 0.38
 May 31, 2018 76.6
 77.0
 153.6
 4.1
August 2, 2018 0.43
 August 31, 2018 86.5
 87.1
 173.6
 4.2
November 1, 2018 0.46
 November 30, 2018 92.6
 93.0
 185.6
 4.4
For the year ended December 31, 2018 $1.93
   $388.7
 $441.3
 $830.0
 $18.1
January 31, 2019 $0.56
 February 28, 2019 $113.3
 $113.3
 $226.6
 $5.0
April 12, 2019 
 April 12, 2019 
 45.4
(1) 
45.4
 
May 2, 2019 0.46
 May 31, 2019 92.2
 93.0
 185.2
 4.1
For the six months ended June 30, 2019 $1.02
   $205.5
 $251.7
 $457.2
 $9.1

(1)On April 13, 201712, 2018 and April 12, 2018,2019, the Company made a $0.10$0.25 and $0.25$0.18 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with taxes and payments made under the tax receivable agreement. See note 1314 for more information regarding the tax receivable agreement. On April 12, 2019, the Company made a $0.04 per AOG Unit pro rata distribution to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with federal corporate estimated tax payments.


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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


Non-Controlling Interests
The table below presents equity interests in Apollo’s consolidated, but not wholly-owned, subsidiaries and funds. Net income and comprehensive income attributable to Non-Controlling Interests consisted of the following:
For the Three Months Ended September 30, For the Nine Months Ended September 30,For the Three Months Ended June 30, For the Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Net income attributable to Non-Controlling Interests in consolidated entities:              
Interest in management companies and a co-investment vehicle(1)
$1,067
 $1,637
 $4,176
 $3,264
$865
 $1,714
 $2,026
 $3,109
Other consolidated entities10,273
 (589) 21,859
 5,703
4,278
 7,002
 11,779
 11,586
Net income attributable to Non-Controlling Interests in consolidated entities$11,340
 $1,048
 $26,035
 $8,967
$5,143
 $8,716
 $13,805
 $14,695
              
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:              
Net income$362,692
 $434,363
 $397,154
 $982,335
$342,161
 $143,810
 $657,728
 $34,462
Net income attributable to Non-Controlling Interests in consolidated entities(11,340) (1,048) (26,035) (8,967)(5,143) (8,716) (13,805) (14,695)
Net income after Non-Controlling Interests in consolidated entities351,352
 433,315
 371,119
 973,368
337,018
 135,094
 643,923
 19,767
Adjustments:              
Income tax provision(2)
19,092
 16,542
 46,596
 54,926
16,897
 18,924
 36,551
 27,504
NYC UBT and foreign tax benefit(3)
(2,776) (2,595) (6,963) (7,014)(2,325) (2,631) (4,373) (4,187)
Net loss in non-Apollo Operating Group entities35
 16
 310
 18
531
 189
 546
 275
Net income attributable to Series A Preferred Shareholders(4,383) (4,383) (13,149) (9,155)(4,383) (4,383) (8,766) (8,766)
Net income attributable to Series B Preferred Shareholders(4,781) 
 (9,350) 
(4,781) (4,569) (9,562) (4,569)
Total adjustments7,187
 9,580
 17,444
 38,775
5,939
 7,530
 14,396
 10,257
Net income after adjustments358,539
 442,895
 388,563
 1,012,143
342,957
 142,624
 658,319
 30,024
Weighted average ownership percentage of Apollo Operating Group50.2% 52.0% 50.3% 52.7%50.2% 50.1% 50.1% 50.4%
Net income attributable to Non-Controlling Interests in Apollo Operating Group$179,831
 $230,363
 $194,250
 $533,540
$172,195
 $71,484
 $330,043
 $14,419
              
Net Income attributable to Non-Controlling Interests$191,171
 $231,411
 $220,285
 $542,507
$177,338
 $80,200
 $343,848
 $29,114
Other comprehensive income (loss) attributable to Non-Controlling Interests(2,130) 4,999
 (13,859) 8,188
3,352
 (15,741) (3,054) (11,729)
Comprehensive Income Attributable to Non-Controlling Interests$189,041
 $236,410
 $206,426
 $550,695
$180,690
 $64,459
 $340,794
 $17,385
(1)Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of the credit funds managed by Apollo.
(2)Reflects all taxes recorded in our condensed consolidated statements of operations. Of this amount, U.S. federal, state, and local corporate income taxes attributable to APO Corp. are added back to income of the Apollo Operating Group before calculating Non-Controlling Interests as the income allocable to the Apollo Operating Group is not subject to such taxes.
(3)Reflects New York City Unincorporated Business Tax (“NYC UBT”) and foreign taxes that are attributable to the Apollo Operating Group and its subsidiaries related to its operations in the U.S. as partnerships and in non-U.S. jurisdictions as corporations. As such, these amounts are considered in the income attributable to the Apollo Operating Group.
13.14. RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES
Management fees, transaction and advisory fees and reimbursable expenses from the funds the Company manages and their portfolio companies are included in due from related parties in the condensed consolidated statements of financial condition. The Company also typically facilitates the payment of certain operating costs incurred by the funds that it manages as well as their related parties. These costs are normally reimbursed by such funds and are included in due from related parties. Other related party transactions include loans to employees and periodic sales of ownership interests in Apollo funds to employees. Due from related parties and due to related parties are comprised of the following:


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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


 As of
June 30, 2019
 As of
December 31, 2018
Due from Related Parties:   
Due from credit funds$196,748
 $153,687
Due from private equity funds22,185
 19,993
Due from real assets funds45,289
 42,471
Due from portfolio companies79,675
 67,740
Due from Contributing Partners, employees and former employees105,270
 94,217
Total Due from Related Parties$449,167
 $378,108
Due to Related Parties:   
Due to Managing Partners and Contributing Partners$248,827
 $285,598
Due to credit funds3,590
 3,444
Due to private equity funds148,361
 136,078
Due to real assets funds853
 315
Total Due to Related Parties$401,631
 $425,435
 As of
September 30, 2018
 As of
December 31, 2017
Due from Related Parties:   
Due from credit funds$172,170
 $128,198
Due from private equity funds23,082
 18,120
Due from real assets funds27,859
 20,105
Due from portfolio companies47,289
 37,366
Due from Contributing Partners, employees and former employees65,378
 58,799
Total Due from Related Parties$335,778
 $262,588
Due to Related Parties:   
Due to Managing Partners and Contributing Partners$322,718
 $333,379
Due to credit funds42,191
 63,491
Due to private equity funds47,357
 30,848
Due to real assets funds392
 283
Distributions payable to employees204
 12
Total Due to Related Parties$412,862
 $428,013

Tax Receivable Agreement and Other
Subject to certain restrictions, each of the Managing Partners and Contributing Partners has the right to exchange theirhis vested AOG Units for the Company’s Class A shares. Certain Apollo Operating Group entities have made an election under Section 754 of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which will result in an adjustment to the tax basis of the assets owned by the Apollo Operating Group at the time of the exchange. These exchanges will result in increases in tax deductions that will reduce the amount of tax that APO Corp. will otherwise be required to pay in the future.
The tax receivable agreement provides for the payment to the Managing Partners and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that APO Corp. would realize as a result of the increases in tax basis of assets that resulted from the 2007 Reorganization and exchanges of AOG Units for Class A shares. APO Corp. retains the benefit from the remaining 15% of actual cash tax savings. If the Company does not make the required annual payment on a timely basis as outlined in the tax receivable agreement, interest is accrued on the balance until the payment date. These payments are expected to occur approximately over the next 15 years.
As a result of the exchanges of AOG Units for Class A shares during the ninesix months ended SeptemberJune 30, 2019 and 2018, and 2017, a $39.6$0.5 million and $35.9$39.6 million liability was recorded, respectively, to estimate the amount of the future expected payments to be made by APO Corp. to the Managing Partners and Contributing Partners pursuant to the tax receivable agreement.
In April 2019, Apollo made a $37.2 million cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2018 tax year. Additionally, in connection with this payment, the Company made a corresponding pro rata distribution of $37.4 million ($0.18 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group. In April 2018, Apollo made a $50.3 million cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2017 tax year. Additionally, in connection with this payment, the Company made a corresponding pro rata distribution of $50.5 million ($0.25 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group. In April 2017, Apollo made a $17.9 million cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2016 tax year. Additionally, in connection with this payment, the Company made a corresponding pro rata distribution of $20.5 million ($0.10 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group.
Due from Contributing Partners, Employees and Former Employees
As of SeptemberJune 30, 20182019 and December 31, 2017,2018, due from Contributing Partners, Employees and Former Employees includes various amounts due to the Company including employee loans and return of profit sharing distributions. As of SeptemberJune 30, 20182019 and December 31, 2017,2018, the balance included interest-bearing employee loans receivable of $16.7$16.9 million and $15.3$16.8 million, respectively. The outstanding principal amount of the loans as well as all accrued and unpaid interest is required to be repaid at the earlier of the eighth anniversary of the date of the relevant loan or at the date of the relevant employee’s resignation from the Company.


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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


The Company recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of SeptemberJune 30, 20182019 and December 31, 20172018 of $36.3$72.9 million and $36.4$66.3 million, respectively.
Indemnity
Performance revenues from certain funds can be distributed to the Company on a current basis, but is subject to repayment by the subsidiaries of the Apollo Operating Group that act as general partners of the funds in the event that certain specified return thresholds are not ultimately achieved. The Managing Partners, Contributing Partners and certain other investment professionals have personally guaranteed, subject to certain limitations, the obligations of these subsidiaries in respect of this general partner obligation. Such guarantees are several and not joint and are limited to a particular Managing Partner’s or Contributing Partner’s distributions. Pursuant to an existing shareholders agreement, the Company has agreed to indemnify each of the Company’s Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of certain funds that the Company manages (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that the Company’s Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group.
Accordingly, in the event that the Company’s Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation for the return of previously made distributions with respect to Fund IV, Fund V and Fund VI, the Company will be obligated to reimburse the Company’s Managing Partners and certain Contributing Partners for the indemnifiable percentage of amounts that they are required to pay even though the Company did not receive the certain distribution to which that general partner obligation related. The Company recorded an indemnification liability of $10.1$12.7 million and $10.5$12.2 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively.
Due to Credit, Private Equity and CreditReal Assets Funds
Based upon an assumed liquidation of certain of the credit, and private equity and real assets funds the Company manages, the Company has recorded a general partner obligation to return previously distributed performance allocations, which represents amounts due to these funds. The general partner obligation is recognized based upon an assumed liquidation of a fund’s net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement or other governing document of the fund.
There was aThe following table presents the general partner obligation to return previously distributed performance allocations related to certain private equity funds of $41.7 million and $30.1 million accrued as of September 30, 2018 and December 31, 2017, respectively. There was a general partner obligation to return previously distributed performance allocations related to certain credit funds of $41.1 million and $56.1 million accrued as of September 30, 2018 and December 31, 2017, respectively.by segment:
 As of
June 30, 2019
 As of
December 31, 2018
Credit$327
 $1,370
Private Equity147,052
 135,723
Real Assets516
 
Total general partner obligation$147,895
 $137,093

Athene
Athene Holding was founded in 2009 to capitalize on favorable market conditions in the dislocated life insurance sector. Athene Holding, through its subsidiaries, is a leading retirement services company that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. The products and services offered by Athene include fixed and fixed indexed annuity products, reinsurance services offered to third-party annuity providers; and institutional products, such as funding agreements. Athene Holding became an effective registrant under the Exchange Act on December 9, 2016. Athene Holding is currently listed on the New York Stock Exchange (NYSE) under the symbol “ATH”.
The Company provides asset management and advisory services to Athene, including asset allocation services, direct asset management services, asset and liability matching management, mergers and acquisitions, asset diligence hedging and other asset management services.
On September 20, 2018, Athene and Apollo agreed to revise the existing fee arrangements (the “amended fee agreement”) between Athene and Apollo. The Company, through its consolidated subsidiary Athene Asset Management, or AAM, earns management fees of 0.40% per year on all assets that it manages in accounts owned by Athene in the U.S. and Bermuda or in accounts supporting reinsurance ceded to U.S. and Bermuda subsidiaries of Athene Holding by third-party insurers (collectively, the “Athene North American Accounts”) up to $65.846 billion (the level of assets in the Athene North American Accounts as of December 31, 2016) and 0.30% per year on all assets in excess of $65.846 billion, respectively,amended fee agreement was subject to certain discounts and exceptions.approval by Athene’s shareholders of a


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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


Athora
The Company, through its consolidated subsidiary, AAME, provides investment advisory services to certain portfolio companies of Apollo funds and Athora, a strategic platform established to acquire or reinsure blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora European Accounts”).
Athene and Athora Sub-Advised
The Company, through AAM, provides sub-advisory services with respect to a portion of the assets in the Athene North American Accounts. In addition, Apollo, through AAME, provides sub-advisory services with respect to a portion of the assets in certain portfolio companies of Apollo funds and the Athora European Accounts.
From time to time, Athene also invests in funds and investment vehicles that Apollo manages. The Company refers to such assets which are invested directly as “Athene Assets Directly Invested.”
The Company broadly refers to “Athene Sub-Advised” assets as those assets in the Athene North American Accounts which the Company explicitly sub-advises as well as Athene Assets Directly Invested. The Company broadly refers to “Athora Sub-Advised” assets as those assets in the Athora European Accounts which the Company explicitly sub-advises as well as those assets in the Athora European Accounts which are invested directly in funds and investment vehicles Apollo manages.
With limited exceptions, the sub-advisory fee arrangements between the Company, Athene, Athora and the fee arrangements with respect to Athene Assets Directly Invested are presented in the following table:
As of
September 30, 2018
Athene North American Accounts sub-advised by AAM(1):
Assets up to $10.0 billion0.40%
Assets between $10.0 billion to $12.4 billion0.35%
Assets between $12.4 billion to $16.0 billion0.40%
Assets in excess of $16.0 billion0.35%
Athora European Accounts sub-advised by AAME0.35%
Athene Assets Directly Invested(2)
0% to 1.75%
(1)The sub-advisory fees with respect to the assets in the Athene North American Accounts are in addition to the management fee earned by the Company described above.
(2)With respect to Athene Assets Directly Invested, Apollo earns performance revenues of 0% to 20% in addition to the fees presented above. The fees set forth above with respect to the Athene Assets Directly Invested, and the performance revenues that Apollo earns on such assets, are in addition to the fees described above, with certain limited exceptions.

Investment Management Agreement Proposed Amendments - Athene Asset Management

On September 20, 2018, Athene and Apollo agreed to revise the existing fee agreement between Athene and AAM (the “proposed Amended Fee Agreement”). The proposed Amended Fee Agreement remains subject to approval by Athene’s shareholders in 2019 of a bye-law amendment providing that Athene will not elect to terminate the investment management arrangement between Athene and Apollo, except for cause, for a period of four years from the date of the bye-law amendment and thereafter only on each successive two-year anniversary of the expiration of the initial four-year period. FollowingOn June 10, 2019, the approval by Athene’sAthene shareholders approved the proposed Amended Fee Agreement would havebye-law amendment and the amended fee agreement took effect retroactive effect to the month beginning January 1, 2019. The proposed Amended Fee Agreement amendsCompany began recording fees pursuant to the existing managementamended fee and sub-advisory terms described above andagreement on January 1, 2019. The amended fee agreement provides for sub-allocation fees which vary based on portfolio allocation differentiation.differentiation, as described below.
The amended fee agreement provides for a monthly fee to be payable by Athene to the Company in arrears, with retroactive effect to the month beginning on January 1, 2019, in an amount equal to the following, to the extent not otherwise payable to the Company pursuant to any one or more investment management or sub-advisory agreements or arrangements:
(i)The Company, through its consolidated subsidiary Athene Asset Management, or AAM, earns a base management fee of 0.225% per year on the aggregate market value of substantially all of the assets in substantially all of the investment accounts of or relating to Athene (collectively, the “Athene Accounts”) up to $103.443 billion (the level of assets in the Athene Accounts as of January 1, 2019, excluding certain assets, the “Backbook Value”) and 0.150% per year on all assets in excess of $103.443 billion (the “Incremental Value”), respectively; plus
(ii)with respect to each asset in an Account, subject to certain exceptions, that is managed by the Company and that belongs to a specified asset class tier (“core,” “core plus,” “yield,” and “high alpha”), a sub-allocation fee as follows, which will, in the case of assets acquired after January 1, 2019, be subject to a cap of 10% of the applicable asset’s gross book yield:
As of
June 30, 2019
Sub-Allocation Fees:
Core Assets(1)
0.065%
Core Plus Assets(2)
0.130%
Yield Assets(3)
0.375%
High Alpha Assets(4)
0.700%
Cash, Treasuries, Equities and Alternatives(5)
%
(1)Core assets include public investment grade corporate bonds, municipal securities, agency residential or commercial mortgage backed securities and obligations of any governmental agency or government sponsored entity that is not expressly backed by the U.S. government.
(2)Core plus assets include private investment grade corporate bonds, fixed rate first lien commercial mortgage loans (“CML”) and obligations issued or assumed by a financial institution (such an institution, a “financial issuer”) and determined by AAM to be “Tier 2 Capital” under the Basel III recommendations developed by the Basel Committee on Banking Supervision (or any successor to such recommendations).
(3)Yield assets include non-agency residential mortgage-backed securities, investment grade collateralized loan obligations, certain asset-backed securities, commercial mortgage-backed securities, emerging market investments, below investment grade corporate bonds, subordinated debt obligations, hybrid securities or surplus notes issued or assumed by a financial issuer, as rated preferred equity, residential mortgage loans, bank loans, investment grade infrastructure debt and certain floating rate commercial mortgage loans.
(4)High alpha assets include subordinated commercial mortgage loans, below investment grade collateralized loan obligations, unrated preferred equity, debt obligations originated by MidCap, below investment grade infrastructure debt, certain loans originated directly by Apollo and agency mortgage derivatives.
(5)With respect to Equities and Alternatives, Apollo earns performance revenues of 0% to 20%.
Athora
The Company, through its consolidated subsidiary, AAME, provides investment advisory services to certain portfolio companies of Apollo funds and Athora, a strategic platform established to acquire or reinsure blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora Accounts”).
Athora Sub-Advised
The Company, through AAME, provides sub-advisory services with respect to a portion of the assets in certain portfolio companies of Apollo funds and the Athora Accounts. The Company broadly refers to “Athora Sub-Advised” assets as those assets in the Athora Accounts which the Company explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages. With limited exceptions, the sub-advisory fee earned by the Company on the Athora Sub-Advised assets is 0.35%.

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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

AAA Investments
Apollo, as general partner of AAA Investments, is generally entitled to performance allocations equal to 20% of the realized returns (net of related expenses, including borrowing costs) on the investments of AAA Investments,Investments’ investment in Athene Holding, except that Apollo is not entitled to receive any performance allocations with respect to the shares of Athene Holding that were acquired (and not in

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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

satisfaction of prior commitments to buy such shares) by AAA Investments in the contribution of certain assets by AAA to Athene in October 2012.
The following table presents the performance allocations earned from AAA Investments:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Performance allocations from AAA Investments, net(1)
$311
 $14,529
 $(4,688) $26,951
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
Performance allocations from AAA Investments, net(1)
$94
 $(158) $133
 $(4,999)
(1)Net of related profit sharing expense.
The following table presents the revenues earned in aggregate from Athene, Athora and AAA Investments:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Revenues earned in aggregate from Athene, Athora and AAA Investments, net(1)(2)
$290,450
 $180,951
 $379,275
 $434,160
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
Revenues earned in aggregate from Athene, Athora and AAA Investments, net(1)(2)
$204,159
 $50,682
 $364,507
 $88,825
(1)Consisting of management fees, sub-advisory fees, performance revenues from Athene, Athora and AAA Investments, as applicable (net of related profit sharing expense) and changes in the market value of the Athene Holding shares owned directly by Apollo. These amounts exclude the deferred revenue recognized as management fees associated with the vesting of AHL Awards granted to employees of Apollo as further described in note 11.12.
(2)Gains (losses) on the market value of the shares of Athene Holding owned directly by Apollo were $155.5$43.2 million and $68.5$(68.1) million for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and $20.6$61.8 million and $103.0$(135.0) million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively.
During the nine months ended September 30, 2018, the Company received performance allocations of $169.9 million and settled $46.6 million of profit sharing expense in the form of Athene Holding shares. The following table presents performance allocations and profit sharing payable from AAA Investments:
 As of
June 30, 2019
 As of
December 31, 2018
Performance allocations$1,788
 $1,611
Profit sharing payable491
 442

 As of
September 30, 2018
 As of
December 31, 2017
Performance allocations$2,259
 $178,600
Profit sharing payable620
 49,038
The Company’sAs of June 30, 2019 and December 31, 2018, the Company held a 10.7% and 10.2% economic ownership interest in Athene Holding, is comprised of the following:respectively.
 As of
September 30, 2018
(1) 
As of
December 31, 2017
(1) 
Indirect interest in Athene Holding:    
Interest in AAA2.2% 2.2% 
Plus: Interest in AAA Investments0.1% 0.1% 
Total Interest in AAA and AAA Investments2.3% 2.3% 
Multiplied by: AAA Investments’ interest in Athene Holding0.3% 14.0% 
Indirect interest in Athene Holding% 0.3% 
     
Plus: Direct interest in Athene Holding10.1% 8.5% 
Total interest in Athene Holding10.1% 8.8% 
(1)Ownership interest percentages are based on approximate share count as of the reporting date.
AAA Investments Credit Agreement
On April 30, 2015, Apollo entered into a revolving credit agreement with AAA Investments (“AAA(the “AAA Investments Credit Agreement”). Under the terms of the AAA Investments Credit Agreement, the Company shall make available to AAA Investments one or more advances at the discretion of AAA Investments in the aggregate amount not to exceed a balance of $10.0 million at

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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

an applicable rate of LIBOR plus 1.5%. The Company receives an annual commitment fee of 0.125% on the unused portion of the loan. As of SeptemberJune 30, 20182019 and December 31, 2017, $6.42018, $8.2 million and $4.5$6.7 million, respectively, had been advanced by the Company and remained outstanding on the AAA Investments Credit Agreement. AAA Investments shallwas obligated to pay the aggregate borrowings plus accrued interest at the earlier of (a) the third anniversary of the closing date, or (b) the date that iswas fifteen months following the initial public offering of shares of Athene Holding Ltd. (the “Maturity Date”). On January 30, 2018,2019, the Company and AAA agreed to extend the maturity date of the AAA Investments Credit Agreement to April 30, 2019.2020.
AINV Amended and Restated Investment Advisory Management Agreement
On May 17, 2018, the board of directors of AINV approved an amended and restated investment advisory management agreement with Apollo Investment Management, L.P., the Company’s consolidated subsidiary, which reduced the base management

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FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

fee and revised the incentive fee on income to include a total return requirement. Effective April 1, 2018, the base management fee was reduced from 2.0% to 1.5% of the average value of AINV’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters; provided, however, the base management fee would be 1.0% of the average value of AINV’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) that exceeds the product of (i) 200% and (ii) the value of AINV’s net asset value at the end of the most recently completed calendar quarter. In addition, beginning January 1, 2019, the incentive fee on income calculation included a total return requirement with a rolling twelve quarter look-back starting from April 1, 2018. The incentive fee rate remained 20% and the performance threshold remained 1.75% per quarter (7% annualized).
Regulated Entities
Apollo Global Securities, LLC (“AGS”) is a registered broker dealer with the SEC and is a member of the Financial Industry Regulatory Authority, subject to the minimum net capital requirements of the SEC. AGS was in compliance with these requirements at SeptemberJune 30, 2018.2019. From time to time, this entity is involved in transactions with related parties of Apollo, including portfolio companies of the funds Apollo manages, whereby AGS earns underwriting and transaction fees for its services.
Other Transactions
The Company recognized $3.8 million of other income in the condensed consolidated statements of operations from the assignment of a CLO collateral management agreement to a related party during the nine months ended September 30, 2018.
14.15. COMMITMENTS AND CONTINGENCIES
Investment Commitments—As a limited partner, general partner and manager of the Apollo funds, Apollo had unfunded capital commitments as of SeptemberJune 30, 20182019 and December 31, 20172018 of $1.4$1.1 billion and $1.7$1.2 billion, respectively, of which $692$434 million and $823$469 million related to Fund IX as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively.
Debt Covenants—Apollo’s debt obligations contain various customary loan covenants. As of SeptemberJune 30, 2018,2019, the Company was not aware of any instances of non-compliance with the financial covenants contained in the documents governing the Company’s debt obligations.
Litigation and Contingencies—Apollo is, from time to time, party to various legal actions arising in the ordinary course of business including claims and lawsuits, reviews, investigations or proceedings by governmental and self-regulatory agencies regarding its business.
Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of Apollo have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo’s funds, seeking information regarding the use of placement agents. CalPERS announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. The report of the CalPERS’ Special Review was issued on March 14, 2011. That report does not allege any wrongdoing on the part of Apollo or its affiliates. Apollo is continuing to cooperate with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC (“Arvco”) (a placement agent that Apollo has used) and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS’s purchase of securities in various funds managed by Apollo and another asset manager. Apollo is not a party to the civil lawsuit and the lawsuit does not allege any misconduct on the part of Apollo. Likewise, on April 23, 2012, the SEC filed a lawsuit alleging securities fraud on the part of Arvco, as well as Messrs. Buenrostro and Villalobos, in connection with their activities concerning certain CalPERS investments in funds managed by Apollo. This lawsuit also does not allege wrongdoing on the part of Apollo, and alleges that Apollo was defrauded by Arvco, Villalobos, and Buenrostro. On March 14, 2013, the United States Department of Justice unsealed an indictment against Messrs. Villalobos and Buenrostro alleging, among other crimes, fraud in connection with those same activities; again, Apollo is not accused of any wrongdoing and in fact is alleged to have been defrauded by the defendants. The criminal action was set for trial in a San Francisco federal court in July 2014, but was put on hold after Mr. Buenrostro pleaded guilty on July 11, 2014. As part of Mr. Buenrostro’s plea agreement, he admitted to taking cash and other bribes from Mr. Villalobos in exchange for several improprieties, including attempting to influence CalPERS’ investing decisions and improperly preparing disclosure letters to satisfy Apollo’s requirements. There is no suggestion that Apollo was aware that Mr. Buenrostro had signed the letters with a corrupt motive. The government has indicated that they will file new charges against Mr. Villalobos incorporating Mr. Buenrostro’s admissions. On August 7, 2014, the government filed a superseding indictment against Mr. Villalobos asserting additional charges. Trial had been scheduled for February 23, 2015, but Mr. Villalobos passed away on January 13, 2015. Additionally, on April 15, 2013, Mr. Villalobos, Arvco and related entities (the

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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

“Arvco Debtors”) brought a civil action in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”) against Apollo. The action is related to the ongoing bankruptcy proceedings of the Arvco Debtors. This action alleges that Arvco served as a placement agent for Apollo in connection with several funds associated with Apollo, and seeks to recover purported fees the Arvco Debtors claim Apollo has not paid them for a portion of Arvco’s placement agent services. In addition, the Arvco Debtors allege that Apollo has interfered with the Arvco Debtors’ commercial relationships with third parties, purportedly causing the Arvco Debtors to lose business and to incur fees and expenses in the defense of various investigations and litigations. The Arvco Debtors also seek compensation from Apollo for these alleged lost profits and fees and expenses. The Arvco Debtors’ complaint asserts various theories of recovery under the Bankruptcy Code and common law. Apollo denies the merit of all of the Arvco Debtors’ claims and will vigorously contest them. The Bankruptcy Court had stayed this action pending the result in the criminal case against Mr. Villalobos but lifted the stay on May 1, 2015; in light of Mr. Villalobos’s death, the criminal case was dismissed. On August 25, 2016, Christina Lovato, in her capacity as the Chapter 7 Trustee for the Arvco Debtors, filed an amended complaint. On March 20, 2017, the court granted Apollo’s motion to dismiss the equitable claims asserted in the amended complaint, leaving just two breach of contract claims remaining. On October 20, 2017, Apollo moved for summary judgment as to the trustee’s remaining claims and a counterclaim by Apollo that seeks indemnification for attorneys’ fees and expenses. The court granted summary judgment in favor of Apollo in part, and ordered supplemental briefing on the remaining claims, on May 23, 2018. On August 2, 2018, the court granted summary judgment on the balance of the plaintiff’s claims. No estimate of possible loss, if any, can be made at this time.
On June 18, 2014, BOKF N.A. (the “First Lien Trustee”), the successor indenture trustee under the indenture governing the First Lien Notes issued by Momentive Performance Materials, Inc. (“Momentive”), commenced a lawsuit in the Supreme Court for the State of New York, New York County against AGM and members of an ad hoc group of Second Lien Noteholders (including, but not limited to, Euro VI (BC) S.a.r.l.). The First Lien Trustee amended its complaint on July 2, 2014 (the “First Lien Intercreditor Action”). In the First Lien Intercreditor Action, the First Lien Trustee seeks, among other things, a declaration that the defendants violated an intercreditor agreement entered into between holders of the First Lien Notes and holders of the second lien notes. On July 16, 2014, the successor indenture trustee under the indenture governing the 1.5 Lien Notes (the “1.5 Lien Trustee,” and, together with the First Lien Trustee, the “Indenture Trustees”) filed an action in the Supreme Court of the State of New York, New York County that is substantially similar to the First Lien Intercreditor Action (the “1.5 Lien Intercreditor Action,” and, together with the First Lien Intercreditor Action, the “Intercreditor Actions”). AGM subsequently removed the Intercreditor Actions to federal district court, and the Intercreditor Actions were automatically referred to the Bankruptcy Court adjudicating the Momentive chapter 11 bankruptcy cases. The Indenture Trustees then filed motions with the Bankruptcy Court to remand the Intercreditor Actions back to the state court (the “Remand Motions”). On September 9, 2014, the Bankruptcy Court denied the Remand Motions. On August 15, 2014, the defendants in the Intercreditor Actions (including AGM) filed a motion to dismiss the 1.5 Lien Intercreditor Action and a motion for judgment on the pleadings in the First Lien Intercreditor Action (the “Dismissal Motions”). On September 30, 2014, the Bankruptcy Court granted the Dismissal Motions. In its order granting the Dismissal Motions, the Bankruptcy Court gave the Indenture Trustees until mid-November 2014 to move to amend some, but not all, of the claims alleged in their respective complaints. On November 14, 2014, the Indenture Trustees moved to amend their respective complaints pursuant to the Bankruptcy Court’s order (the “Motions to Amend”). On January 9, 2015, the defendants filed their oppositions to the Motions to Amend. On January 16, 2015, the Bankruptcy Court denied the Motions to Amend (the “Dismissal Order”), but gave the Indenture Trustees until March 2, 2015 to seek to amend their respective complaints. On March 2, 2015, the First Lien Trustee filed a motion seeking to amend its complaint. On April 10, 2015, the defendants, including AGM and Euro VI (BC) S.a.r.l., filed an opposition to the First Lien Trustee’s motion to amend. Instead of moving again to amend its complaint, the 1.5 Lien Trustee chose to appeal the Dismissal Order (the “1.5 Lien Appeal”). On March 30, 2015, the 1.5 Lien Trustee filed its Statement of Issues and Designation of Record on Appeal. On March 31, 2015, because the legal issues presented in the 1.5 Lien Appeal are substantially similar to those presented in the First Lien Intercreditor Action, the parties in the 1.5 Lien Appeal submitted a joint stipulation and proposed order to the District Court staying the briefing schedule on the 1.5 Lien Appeal pending the outcome of the First Lien Trustee’s most recent motion to amend. On April 13, 2015, the Defendants filed their Counter-Designation of the Record on Appeal in the 1.5 Lien Appeal. On May 8, 2015, the Bankruptcy Court denied the motion to amend filed on March 2, 2015 by the First Lien Trustee. On May 27, 2015, the First Lien Trustee filed a notice of appeal from the orders of the Bankruptcy Court dismissing the First Lien Intercreditor Action and denying the First Lien Trustee’s motions to amend (the “First Lien Appeal”). On June 2, 2015, the First Lien Trustee filed its Statement of Issues and Designation of Record on Appeal. On June 24, 2015, the defendants filed their Counter-Designation of the Record on Appeal in the First Lien Appeal. On July 31, 2015, the 1.5 Lien Trustee sent a letter to the federal district court hearing the 1.5 Lien Appeal asking the court to consolidate the 1.5 Lien Appeal with the First Lien Appeal which had been assigned to a different judge (the “Consolidation Request”). On April 8, 2016, the court granted the Consolidation Request. On May 20, 2016, the Indenture Trustees filed their opening appellate brief. The Appellees filed their response brief on July 14, 2016, and the Indenture Trustees filed their reply brief on August 5, 2016. On October 2, 2017, the court stayed the Intercreditor Actions pending a decision by the U.S. Court of Appeals for the Second Circuit

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in an appeal concerning the Momentive chapter 11 bankruptcy cases. On October 20, 2017, the Second Circuit issued its ruling in the appeal concerning the Momentive chapter 11 bankruptcy cases. As a result, the court has lifted the stay on the Intercreditor Actions, but no further proceedings have been held in the Intercreditor Actions. Apollo is unable at this time to assess a potential risk of loss. In addition, Apollo does not believe that AGM is a proper defendant in these actions.
On March 4, 2016, the Public Employees Retirement System of Mississippi filed a putative securities class action against Sprouts Farmers Market, Inc. (“SFM”), several SFM directors (including Andrew Jhawar, an Apollo partner), AP Sprouts Holdings, LLC and AP Sprouts Holdings (Overseas), L.P. (the “AP Entities”), which are controlled by entities managed by Apollo affiliates, and two underwriters of a March 2015 secondary offering of SFM common stock. The AP Entities sold SFM common stock in the March 2015 secondary offering. The complaint, filed in Arizona Superior Court and captioned Public Employees Retirement System of Mississippi v. Sprouts Farmers Market, Inc. (CV2016-050480), alleges that SFM filed a materially misleading registration statement for the secondary offering that incorporated alleged misrepresentations in SFM’s 2014 annual report regarding SFM’s business prospects, and failed to disclose alleged accelerating produce deflation. PlaintiffsPlaintiff alleged causes of action against the AP Entities for violations of Sections 11 and 15 of the Securities Act of 1933, seeking compensatory damages for alleged losses sustained from a decline in SFM’s stock price. Defendants moved to dismiss the action, and the court dismissed the Section 11 claim against the AP Entities but not the Section 15 claim. On September 4,December 27, 2018, Sprouts filed (i) a notice that the parties have reached anexecuted a settlement agreement, in principle to settle the matter; and (ii) a joint motion to stay the case deadlines. On September 13,on December 28, 2018, the court stayedparties filed a motion for preliminary approval of the case until November 6, 2018, pendingsettlement. On May 31, 2019, the filing of plaintiff’s motion to approveCourt approved the settlement.settlement and dismissed the action with prejudice.

On June 20, 2016 Banca Carige S.p.A. (“Carige”) commenced a lawsuit in the Court of Genoa (Italy) (No. 8965/2016), against its former Chairman, its former Chief Executive Officer, AGM and certain entities (the “Apollo Entities”) organized and owned by investment funds managed by affiliates of AGM. The complaint allegesalleged that AGM and the Apollo Entities (i) aided and abetted breaches of fiduciary duty to Carige allegedly committed by Carige’s former Chairman and former CEO in connection with the sale to the Apollo Entities of Carige subsidiaries engaged in the insurance business; and (ii) took wrongful actions aimed at weakening Banca Carige’s financial condition supposedly to facilitate an eventual acquisition of Carige. The causes of action arewere based in tort under Italian law. Carige purportedly seeks damages of €450 million in connection with the sale of the insurance businesses and €800 million for other losses. Hearings wereWith judgment no. 3118/2018 published on December 6, 2018, the Court of Genoa fully rejected all the claims raised by Carige against AGM and the Apollo Entities, also awarding attorneys' fees in their favor for an amount of €428,996.10. Carige filed an appeal on January 3, 2019. The Apollo Entities appeared in the proceedings requesting the Court to reject Banca Carige’s appeal. The first hearing was held on May 17, 2017,8, 2019. The Court has reserved its decision on June 14, 2017, on November 7, 2017certain fact-finding and on January 18, 2018. After the Court’s decision dated December 6, 2017, that the case can be decided without further evidence, the parties filed their final two briefs on March 19, 2018 and April 9, 2018, respectively. Based on the allegationsjoinder requests made by the plaintiff duringand the proceedings, Apollo believes that there is no merit to Carige’s claims. Additionally, althoughformer directors. Although the case appears to be in its final stages, no reasonable estimate of possible loss, if any, can be made at this time.


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On December 12, 2016, the CORE Litigation Trust (the “Trust”), which was created under the Chapter 11 reorganization plan for CORE Media and other affiliated entities, including CORE Entertainment, Inc. (“CORE”), approved by the Southern District of New York Bankruptcy Court on September 22, 2016, commenced an action in California Superior Court for Los Angeles County, captioned Core Litigation Trust v. Apollo Global Management, LLC, et al., Case No. BC 643732, whichthat was removed to the United States District Court for the Central District of Californiastayed on February 3, 2017.  On April 5, 2017, the C.D. Cal. District Court granted Defendants’ motion to transfer the case to the Southern District of New York (“SDNY”) and denied the Trust’s motion to remand the action to California state court, without prejudice to the Trust refiling its remand motion in the SDNY.  On April 20, 2017, the SDNY District Court referred the case to the SDNY Bankruptcy Court.  On July 17, 2017, the SDNY Bankruptcy Court granted the Trust’s motion for mandatory abstention and remanded the case to Los Angeles County Superior Court.  On October 3, 2017, the Los Angeles County Superior Court granted defendants’ motion to stay all proceedings in the California state court action on forum non conveniens grounds in favor of litigating the case in New York state court. On November 9, 2017, the Trust filed a complaintcommenced an action in the Supreme Court of the State of New York, for New York County, commencing an action captioned Core Litigation Trust v. Apollo Global Management, LLC, et al., Index No. 656856/2017. The complaint names as defendants: (i) AGM (ii) Apollo Global Securities, LLC, (iii) otherand certain AGM subsidiaries, (iv)affiliates including the Apollo-managed funds managed by Apollo that were theCORE’s beneficial owners of CORE Media (the “CORE Funds”), (v) certain affiliated-entities through which the CORE Funds owned their beneficial interest in CORE Media, (vi)(ii) Twenty-First Century Fox, Inc. (“Fox”) and certain Fox affiliates, (vii)(iii) Endemol USA Holding, Inc. (“Endemol”) and certain Endemol-affiliated entities, and (viii)(iv) the joint venture through which the CORE Funds and Fox beneficially owned CORE Media and Endemol Shine.Shine (the “JV”). The Trust’s complaintTrust asserts claims against (i) all defendants claims for inducing the breach of and tortiously interfering with $360 million in loans under the 2011 loan agreements entered into between CORE and certain FirstLenders, and Second Lien Lenders (the “Lenders”), who assigned their loan-agreement claims to the Trust as part of CORE’s Chapter 11 plan of reorganization.  The Trust alleges that defendants’ participation in(ii) certain transactions related to CORE, including the December 12, 2014 formation of the joint venture through which the CORE Funds and Fox beneficially owned CORE Media and Endemol Shine, induced CORE to breach the loan agreements and tortiously interfered with CORE’s performance of its obligations under the loan agreements.  The Trust also assertsdefendants for alter-ego and de-facto-merger claims seeking to hold certain defendants liable

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for the guarantee provided by CORE Entertainment Holdings, Inc. (CORE’s parent holding company) of CORE's repayment obligations under the loans’ repayment.de-facto merger. The Trust seeks $240 million in compensatory, unspecified punitive damages, pre-judgment interests, and costs and expenses. On January 16, 2018, defendants filedThe Court has scheduled further oral argument on Defendants’ motions to dismiss the complaint.complaint for September 6, 2019. On July 5, 2019, the parties reached an agreement in principle to settle and release all of the Trust’s claims against Defendants. The Trust opposed the motions to dismiss on February 16, 2018.  Defendants filed their replies on March 12, 2018.  The court heard oral argument on defendants’ motions on May 17, 2018.  On April 27, 2018, the Trust filed an adversary complaint in the Southern District of New York Bankruptcy Court captioned Core Litigation Trust v. Apollo Global Management, LLC, et al., Case No. 16-11090.  The complaint names as defendants (i) AGM, (ii) certain affiliated-entities through which the CORE Funds owned their beneficial interest in CORE Media, (iii) certain former CORE directors who are current or former employees ofindemnifying AGM subsidiaries (the “Directors”), (iv) CORE Entertainment Holdings (CORE’s direct parent), and (v) the joint venture through which the CORE Funds and Fox beneficially owned CORE Media and Endemol Shine.  The Trust asserts a breach of fiduciary duty claim against the Directors and an aiding-and-abetting claim against AGM for allegedly preventing CORE Media from investing in the joint venture, and a fiduciary-duty breach claim against the Directors and Apollo CORE Holdings, and an aiding-and-abetting claim against all defendants (except the joint venture) for allegedly causing CORE Media to pay $93 million to a former shareholder to satisfy a legal judgment in March 2015.  The Trust further asserts fraudulent-conveyance claims against AGM under bankruptcy and New York lawany losses in connection with payment of that judgment.  The Trust seeks unspecified compensatory damages, to avoid and recover the $93 million judgment payment, pre-judgment interest, and costs and fees.  On June 29, 2018, Defendants moved to abstain or, in the alternative, to dismiss the claims with prejudice.  On August 24, 2018, the Trust dismissed the joint venture from the case and opposed the motion to abstain or dismiss.  Defendants filed their reply on September 27, 2018. A hearing to consider the motion is scheduled for November 27, 2018. Apollo believes the claims in each action are without merit.  Because the actions are in their early stages, no reasonable estimate of possible loss, if any, can be made at this time.Trust’s claims.

On August 3, 2017, a putative class actioncomplaint was commencedfiled in the United States District Court for the Middle District of Florida against AGM, Gareth Turner (ana senior partner of Apollo Partner) and Mark Beith (aa former principal of Apollo Principal) by Michael McEvoy on behalf of a purported class of current and former employees of subsidiaries of CEVA Group, LLC (“CEVA Group”) who purchased restricted Class A shares in CEVA Investment Limited (“CIL”), the former parent company of CEVA Group. The complaint allegesalleged that the defendants breached fiduciary duties to and defrauded the plaintiffs by inducing them to purchase shares in CIL and subsequently participating in a debt restructuring of CEVA Group in which shareholders of CIL did not receive a recovery. The complaint purports to seek damages in excess of €14 million.  On October 18, 2017, the bankruptcy trustee for CIL filed a motion inFebruary 9, 2018, the Bankruptcy Court for the Southern District of New York to prevent McEvoy and his counsel from continuing to prosecute the Florida action on the basisheld that the relevant claims asserted in the complaint were assets of CIL, which is a chapter 7 debtor, and that the complaint was null and void as a violation of the automatic stay. McEvoy subsequently revised his complaint to attempt to assert claims that do not belong to the CIL bankruptcy estate.  On November 21, 2017, the Florida court granted the parties’ joint motion to stay the case pending resolution of the CIL bankruptcy trustee’s motion to enforce the automatic stay, staying the case until further Order.  On February 9, 2018, the bankruptcy court granted the CIL trustee’s motion to enforce the automatic stay and enjoined further prosecution of the McEvoy Action (the “February 9 Order”).  On February 23, 2018, Mr. McEvoy filed a motion for leave to appeal the February 9 Order.  On May 4, 2018, the District Court for the Southern District of New York denied McEvoy’s appeal of the February 9 Order, but permitted McEvoy to file a motion in the bankruptcy court to clarify the scope of the injunction or to modify the order to permit him to amend the complaint.  On May 24, 2018, McEvoy filed a motion with the bankruptcy court seeking clarification or modification of the February 9 Order, which the CIL Trustee and Mr. Turner opposed.  On June 1, 2018, the Florida court entered an order continuing the stay in the case pending the bankruptcy court’s ruling on McEvoy’s motion for clarification.CIL. The bankruptcy court held a hearing on McEvoy’s motion for clarification on June 28, 2018, at which it directed McEvoy to file a reply and proposed amended complaint.  The reply and proposed amended complaint were filed on July 10, 2018.  The proposed amended complaint no longer asserts claims against Messrs. Turner and Beithnames any individual defendants, but adds Apollo Management VI, L.P. and CEVA Group have been added as proposed defendants. The proposed amended complaint purports to seek damages of approximately €30 million and asserts, among other things, claims for violations of the Investment AdvisorsAdvisers Act of 1940, breach of fiduciary duties, and breach of contract. On July 26,December 7, 2018, CEVA Group, AGM, and Apollo Management VI, L.P.after receiving permission from the Bankruptcy Court, McEvoy filed a reservation of rights with respect to the proposed amended complaint. On October 16, 2018, the bankruptcy court granted McEvoy’s motion for clarification, permitting him to file the proposedhis amended complaint in the FloridaDistrict Court in Florida. Apollo is currently seeking dismissal of this action to the extent he asserts direct claims against the proposed defendants.  To date, McEvoy has not filed the proposed amended complaint.  The parties have until November 6, 2018 to file a joint status report with the Florida court.  Based on the allegations in the complaint, Apolloand believes that there is no merit to the claims. Additionally, as the case is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.


On December 21, 2017, Harbinger Capital Partners II, LP, Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Harbinger Capital Partners Special Situations GP, LLC, Harbinger Capital Partners Offshore Manager, L.L.C., Global Opportunities Breakaway Ltd. (in voluntary liquidation), and Credit Distressed Blue Line Master Fund, Ltd. (collectively, “Harbinger”) commenced an action in New York Supreme Court captioned Harbinger Capital Partners II LP et al. v. Apollo Global Management LLC, et al. (No. 657515/2017). The complaint names as defendants (i) AGM, (ii) the

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funds managed by Apollo that invested in SkyTerra Communications, Inc. (“SkyTerra”) equity before selling their interests to Harbinger under an April 2008 agreement that closed in 2010, and (iii) six former SkyTerra directors, five of whom are current or former Apollo employees.  The complaint alleges that during the period of Harbinger’s various equity and debt investments in SkyTerra, from 2004 to 2010, Defendants concealed from Harbinger material defects in SkyTerra technology that was to be used to create a new mobile wi-fi network.  The complaint alleges that Harbinger would not have made investments in SkyTerra totaling approximately $1.9 billion had it known of the defects, and that the public disclosure of these defects ultimately led to SkyTerra filing for bankruptcy in 2012 (after it had been renamed LightSquared). The complaint asserts claims against (i) all defendants for fraud, civil conspiracy, and negligent misrepresentation, (ii) AGM and the Apollo-managed funds only for breach of fiduciary duty, breach of contract, and unjust enrichment, and (iii) the SkyTerra director defendants only for aiding and abetting breach of fiduciary duty.  The complaint seeks $1.9 billion in damages, as well as punitive damages, interest, costs, and fees. OnThis action was stayed from February 14, 2018, the parties filed a stipulation in the state court to stay the state court action until December 31, 2018.  The Court entered the stay on February 21, 2018.through June 12, 2019. On February 14, 2018, Defendants moved the United States Bankruptcy Court for the Southern District of New York to reopen the LightSquared bankruptcy proceeding for the limited purpose of enforcing Harbinger’s assignment and release in that bankruptcy of the claims that it asserts in the New York state court action. On February 23, 2018, Apollo filed a Notice of Adjournment on behalf of all parties that adjourned without date theBriefing and hearing on this motion were adjourned while the state court stay was pending. On June 12, 2019, Harbinger voluntarily discontinued the state action without prejudice subject to a tolling agreement. On June 12, 2019, Apollo voluntarily withdrew its bankruptcy court motion subject to a right to refile the motion if Harbinger were to reopen, to be rescheduled to a new date and time followingrefile the expiration of the state-court stay.state court action. Apollo believes these claims are without merit.  Because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.


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On February 9, 2018, plaintiffs Joseph M. Dropp, Mary E. Dropp, Robert Levine, Susan Levine, and Kaarina Pakka filed a complaint in the United States District Court for the District of Nevada (the “Nevada Court”) against Apollo Management VIII, L.P. (“Management VIII”), AGM and Diamond Resorts International, Inc. (“Diamond”) and several of its affiliates and executives. Plaintiffs, who allege that they bought vacation interest points from Diamond, allege that the points are securities and that defendants violated federal securities laws by selling the points without registering them as securities. Plaintiffs also assert a “control person” claim against Management VIII and AGM. Plaintiffs assert their claims on their own behalf and on behalf of a purported class of Diamond customers who bought vacation interest points over the last three years.a certain period of time. They seek injunctive relief prohibiting defendants from continuing to market and sell unregistered securities, the right to rescind their purchases, and unspecified compensatory damages. On April 11, 2018, Defendants filed motions to sever Ms. Pakka's claims from the claims of the other plaintiffs and to transfer those claims to the United States District Court for the District of Hawaii. In regard toOn January 25, 2019, the other plaintiffs, Defendants filed motionsNevada Court entered an order granting defendants’ motion to compel those plaintiffsthe Dropps and Levines to arbitrate their claims; to strikeclaims individually and dismissing their class action claim andclaims without prejudice to pursue their arbitration claim individually, rather than jointly;them in arbitration.  The Nevada Court also severed Ms. Pakka’s claims and to dismisstransferred the complaint or, inas to Ms. Pakka only to the alternative, stay it pending arbitration. Apollo believesUnited States District Court for the District of Hawaii (the “Hawaii Court”).  On January 28, 2019, the Hawaii Court entered an order directing Ms. Pakka to file an amended complaint to reflect only the claims in this action arethat were transferred to that Court, after she obtains Hawaii counsel.  On May 29, 2019, Ms. Pakka voluntarily dismissed her complaint without merit.  Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.prejudice.


Five shareholders filed substantially similar putative class action lawsuits in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida in March, April, and May 2018, alleging violations of the Securities Act of 1933 (the “1933 Act”) in connection with the January 19, 2018 IPO of ADT Inc. common stock. The actions were consolidated on July 10, 2018, and the case was re-captioned In re ADT Inc. Shareholder Litigation. On August 24, 2018, the state-court plaintiffs filed a consolidated complaint naming as defendants ADT Inc., several ADT officers and directors, the IPO underwriters (including Apollo Global Securities, LLC), AGM and certain other Apollo affiliates. Plaintiffs generally allege that the registration statement and prospectus for the IPO contained false and misleading statements and failed to disclose material information about certain litigation in which ADT was involved, ADT’s efforts to protect its intellectual property, and competitive pressures ADT faced. Defendants filed motions to dismiss the consolidated complaint on October 23, 2018, and thethose motions will beare fully briefed on January 22, 2019.briefed. On May 21, 2018, a similar shareholder class action lawsuit was filed in the United States District Court for the Southern District of Florida, naming as defendants ADT, several officers and directors, and AGM. The federal action, captioned Perdomo v. ADT Inc., generally alleges that the registration statement was materially misleading because it failed to disclose ongoing deterioration in ADT’s financial results, along with certain customer and business metrics. On July 20, 2018, several alleged ADT shareholders filed competing motions to be named lead plaintiff in the federal action. All but one ofOn November 20, 2018, the court appointed a lead plaintiff, and on January 15, 2019, the lead plaintiff filed an amended complaint.  The amended complaint names the same Apollo-affiliated defendants as the state-court action, along with three new Apollo entities.  Defendants filed motions to dismiss on March 25, 2019, and those motions has since been withdrawn, and that one now-uncontested motion remains pending.  On September 12, 2018, a shareholder derivative action, captioned Velasco v. Whall, was filed in the United States District Court for the Southern District of Florida, naming as defendants several ADT officers and directors, along with the same Apollo defendants in the state-court action.  The derivative complaint generally alleges that the individual defendants and Apollo defendants committed securities fraud and breached their fiduciary duties by failing to make necessary disclosures, failing to correct materially misleading statements in the IPO registration statement, and causing ADT to fail to maintain internal controls.  Similar shareholder derivative actions, captioned Myung v. Whall, Scheel v. Whall, and Bradel v. Whall, were filed in the Southern District of Florida on September 20, 2018, October 11, 2018, and October 12, 2018, respectively,

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naming the same defendants and making similar allegations as Velasco.are fully briefed.  Based on the allegations in the complaints, Apollo believes that there is no merit to any of the claims against AGM or the other Apollo defendants. Thus, no reasonable estimate of possible loss, if any, can be made at this time.


On May 3, 2018, Caldera Holdings Ltd, Caldera Life Reinsurance Company, and Caldera Shareholder, L.P. (collectively, “Caldera”) filed a summons with notice in the Supreme Court of the State of New York, New York County, naming as defendants AGM, Apollo Management, L.P., Apollo Advisors VIII, L.P., Apollo Capital Management VIII, LLC, Athene Asset Management, L.P., Athene Holding, Ltd., and Leon Black (collectively, “Defendants” and all but Athene Holding, Ltd., the “Apollo Defendants”). On July 12, 2018, Caldera filed a complaint, Index No. 652175/2018 (the “Complaint”), alleging three causes of action: (1) tortious interference with prospective business relations/prospective economic advantage; (2) defamation/trade disparagement/injurious falsehood; and (3) unfair competition. The Complaint seeks damages of no less than $1.5 billion, as well as exemplary and punitive damages, attorneys’ fees, interest, and an injunction. Defendants moved to dismiss the Complaint on September 21, 2018.2018 and Caldera filed an amended complaint on January 21, 2019 (the “Amended Complaint”).  Defendants have moved to dismiss the Amended Complaint, and the Apollo Defendants have submitted to the Court a Final Arbitration Award issued on April 26, 2019 in a JAMS arbitration, finding Caldera, Imran Siddiqui, and Ming Dang liable for various causes of action, including breaches of fiduciary duty and/or aiding and abetting thereof.  Oral argument on the motions to dismiss was held on May 31, 2019.   The Apollo Defendants believe that the claims contained in the Complaint lack merit and intend to defend the case vigorously. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On March 7, 2019, plaintiff Elizabeth Morrison filed an amended complaint in an action captioned Morrison v. Ray Berry, et. al., Case No. 12808-VCG, pending in the Chancery Court for the State of Delaware, adding as defendants AGM and certain AGM affiliates. The original complaint had only named as defendants certain officers and directors (the “TFM defendants”)

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of The Fresh Market, Inc. (“TFM”), claiming that those defendants breached their fiduciary duties to the TFM shareholders in connection with their consideration and approval of a merger agreement between TFM and certain entities affiliated with Apollo, including by engaging in a sale process that improperly favored AGM, and/or Apollo Management VIII, L.P., by agreeing to an inadequate price and by filing materially deficient disclosures regarding the transaction. In addition to AGM, the amended complaint added as defendants Apollo Overseas Partners (Delaware 892) VIII, L.P., Apollo Overseas Partners (Delaware) VIII, L.P., Apollo Overseas Partners VIII, L.P., Apollo Management VIII, L.P., AIF VIII Management, LLC, Apollo Management, L.P., Apollo Management GP, LLC, Apollo Management Holdings, L.P., Apollo Management Holdings GP, LLC, APO Corp., AP Professional Holdings, L.P., Apollo Advisors VIII, L.P., Apollo Investment Fund VIII, L.P., and Pomegranate Holdings, Inc., and other defendants. The amended complaint alleges that the Apollo defendants aided and abetted the breaches of fiduciary duties by the TFM defendants. After the defendants moved to dismiss the complaint on May 1, 2019, Plaintiff filed a second amended complaint on June 3, 2019, maintaining the same claim against the same Apollo defendants as the prior complaint. Defendants moved to dismiss the second amended complaint on July 12, 2019, and those motions will be fully briefed by September 13, 2019. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Commitments and Contingencies—Apollo leases office space and certain office equipment under various lease and sublease arrangements, which expire on various dates through 2036. As these leases expire, it can be expected that in the normal course of business, they will be renewed or replaced. Certain lease agreements contain renewal options, rent escalation provisions based on certain costs incurred by the landlord or other inducements provided by the landlord. Rent expense is accrued to recognize lease escalation provisions and inducements provided by the landlord, if any, on a straight-line basis over the lease term and renewal periods where applicable. Apollo has entered into various operating lease service agreements in respect of certain assets.
As of September 30, 2018, the approximate aggregate minimum future payments required for operating leases were as follows:
 Remaining 2018 2019 2020 2021 2022 Thereafter Total
Aggregate minimum future payments$9,850
 $37,790
 $24,298
 $31,378
 $35,103
 $435,466
 $573,885
Expenses related to non-cancellable contractual obligations for premises, equipment, auto and other assets were $10.0 million and $8.5 million for the three months ended September 30, 2018 and 2017, respectively, and $30.0 million and $28.3 million for the nine months ended September 30, 2018 and 2017, respectively, and are included in general, administrative and other on the condensed consolidated statements of operations.
Other long-term obligations relate to payments with respect to certain consulting agreements entered into by Apollo Investment Consulting LLC, a subsidiary of Apollo, as well as long-term service contracts. A significant portion of these costs are reimbursable by funds or portfolio companies. As of SeptemberJune 30, 2018,2019, fixed and determinable payments due in connection with these obligations were as follows:
 Remaining 2019 2020 2021 2022 2023 Thereafter Total
Other long-term obligations$14,356
 $5,786
 $1,501
 $919
 $682
 $682
 $23,926

 Remaining 2018 2019 2020 2021 2022 Thereafter Total
Other long-term obligations$8,008
 $8,388
 $2,320
 $2,070
 $1,482
 $1,240
 $23,508
Contingent Obligations—Performance allocations with respect to certain funds are subject to reversal in the event of future losses to the extent of the cumulative revenues recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that have been recognized by Apollo through SeptemberJune 30, 20182019 and that would be reversed approximates $3.7$2.1 billion. Management views the possibility of all of the investments becoming worthless as remote. Performance allocations are affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable.
Additionally, at the end of the life of certain funds that the Company manages, there could be a payment due to a fund by the Company if the Company, as general partner, has received more performance allocations than was ultimately earned. The general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund or

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

as otherwise set forth in the respective limited partnership agreement of the fund. See note 1314 to our condensed consolidated financial statements for further details regarding the general partner obligation.
Certain funds may not generate performance allocations as a result of unrealized and realized losses that are recognized in the current and prior reporting period. In certain cases, performance allocations will not be generated until additional unrealized and realized gains occur. Any appreciation would first cover the deductions for invested capital, unreturned organizational expenses, operating expenses, management fees and priority returns based on the terms of the respective fund agreements.
One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings to the portfolio companies of the funds Apollo manages. As of SeptemberJune 30, 2018,2019, there were no underwriting commitments outstanding related to such offerings.commitments.
Contingent Consideration—In connection with the acquisition of Stone Tower in April 2012, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future performance revenues earned from certain of the Stone Tower funds, CLOs, and strategic investment accounts. This contingent consideration liability was determined based on the present value of estimated future performance revenue payments, and is recorded in profit sharing payable in the condensed consolidated statements of financial condition. The fair value of the remaining contingent obligation was $77.7$93.2 million and $92.6$74.5 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively.
The contingent consideration obligations will be remeasured to fair value at each reporting period until the obligations are satisfied and are characterized as Level III liabilities. The changes in the fair value of the contingent consideration obligations

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

is reflected in profit sharing expense in the condensed consolidated statements of operations. See note 6 for further information regarding fair value measurements.
15.16. SEGMENT REPORTING
Apollo conducts its business primarily in the United States and substantially all of its revenues are generated domestically. Apollo’s business is conducted through three reportable segments: credit, private equity and real assets. Segment information is utilized by our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made and the level of control over the investment.
The performance is measured by the Company’s chief operating decision maker on an unconsolidated basis because management makes operating decisions and assesses the performance of each of Apollo’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the affiliated funds.
Segment Reporting Changes
During the first quarter of 2019, Apollo’s chief operating decision makers determined that Segment Distributable Earnings, together with its main components including Fee Related Earnings, is the key performance measure used by management in evaluating the performance of Apollo’s credit, private equity and real assets segments. Accordingly, Apollo will no longer report Economic Income (Loss)Income. Apollo believes these changes better reflect the manner in which it makes key operating decisions pertaining to resource allocation, capital deployment, budgeting and forecasting, and are consistent with what shareholders consider to be most important in evaluating its performance.
Economic Income (Loss),Apollo determined to change the business segment in which it reports certain funds and accounts to align its segment reporting with the manner in which such funds and accounts were managed. Effective January 1, 2019, the European Principal Finance Fund series, which has been historically reported in the credit segment, moved to the real assets segment. Several funds and accounts that generally invest in illiquid opportunistic investments and the latest fund in the Credit Opportunity Fund series, which have been historically reported in the credit segment, moved to the private equity segment. Certain commercial real estate mortgage loan assets, previously reported in the credit segment, moved to the real assets segment. These changes affected the composition, but not the determination, of Apollo’s reporting segments.
Apollo changed its definition of “Distributable Earnings” to include depreciation and amortization expenses and renamed it “Segment Distributable Earnings.” Historically, depreciation and amortization expenses were not reflected in Apollo’s calculation of Segment Distributable Earnings. Apollo also renamed “Distributable Earnings after Taxes and Related Payables” to “Distributable Earnings.”
In connection with these changes, all prior periods have been recast to conform to the new presentation. Consequently, this information will be different from the historical segment financial results previously reported by Apollo in its reports filed with the SEC.
Segment Distributable Earnings
Segment Distributable Earnings, or “EI”“Segment DE”, is athe key performance measure used by management in evaluating the performance of Apollo’s credit, private equity and real assets segments. Management believes the components of EI,Segment DE, such as the amount of management fees, advisory and transaction fees and realized performance fees, are indicative of the Company’s performance. Management uses EISegment DE in making key operating decisions such as the following:
Decisions relatedto the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
Decisionsrelated to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; and
Decisions relatedto the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
Decisionsrelated to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses;
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 suchthe funds and those of the Company’sApollo’s shareholders by providing such individuals a profit sharing interest in

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

the performance fees earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’sApollo’s performance and growth for the year.year; and
EIDecisions related to the amount of earnings available for distribution to Class A shareholders, holders of RSUs that participate in distributions and holders of AOG Units.
Segment DE is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. EISegment DE represents segment income (loss) before income tax provisionthe amount of Apollo’s net realized earnings, excluding the effects of the consolidation of any of the related funds, Taxes and Related Payables, transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges includes equity-based compensation charges,

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. In addition, EISegment DE excludes non-cash revenue and expense related to equity awards granted by unconsolidated related parties to employees of the Company, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and VIEsvariable interest entities that are included in the condensed consolidated financial statements. We believe the exclusion of the non-cash charges related to the 2007 Reorganization for equity-based compensation provides investors with a meaningful indication of our performance because these charges relate to the equity portion of our capital structure and not our core operating performance. EISegment DE also excludes impacts of the remeasurement of the tax receivable agreement recorded in other income, which arises from changes in the associated deferred tax balance, including the impactsbalance.
Segment DE may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. We use Segment DE as a measure of operating performance, not as a measure of liquidity. Segment DE should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of Segment DE without consideration of related U.S. GAAP measures is not adequate due to the TCJA.adjustments described above. Management compensates for these limitations by using Segment DE as a supplemental measure to U.S. GAAP results, to provide a more complete understanding of our performance as management measures it. A reconciliation of Segment DE to its most directly comparable U.S. GAAP measure of income (loss) before income tax provision can be found in this footnote.
Management believesFee Related Earnings
Fee Related Earnings (“FRE”) is derived from our segment reported results and refers to a component of Segment DE that is used as a supplemental performance measure to assess whether revenues that we believe are generally more stable and predictable in nature, primarily consisting of management fees, are sufficient to cover associated operating expenses and generate profits. FRE is the sum across all segments of (i) management fees, (ii) advisory and transaction fees, (iii) performance fees earned from business development companies and Redding Ridge Holdings (as defined below) and (iv) other income, net, less (x) salary, bonus and benefits, excluding equity-based compensation, (y) other associated operating expenses and (z) non-controlling interests in the remeasurementmanagement companies of certain funds the tax receivable agreement from EI is meaningful as it increases comparability between periods. Remeasurement of the tax receivable agreement is an estimate, and may change due to changes in interpretations and assumptions based on additional guidance that may be issued pertaining to the TCJA.Company manages.


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


The following tables present financial data for Apollo’s reportable segments.
 As of and for the Three Months Ended September 30, 2018
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Revenues:       
Management fees$196,507
 $123,304
 $20,094
 $339,905
Advisory and transaction fees, net2,310
 5,925
 4,737
 12,972
Performance fees(1):
       
Unrealized(2)
(4,896) 29,005
 2,338
 26,447
Realized22,790
 76,746
 559
 100,095
Total performance fees17,894
 105,751
 2,897
 126,542
Principal investment income6,803
 10,328
 607
 17,738
Total Revenues(3)
223,514
 245,308
 28,335
 497,157
Expenses:       
Compensation and benefits:       
Salary, bonus and benefits57,694
 33,673
 10,166
 101,533
Equity-based compensation11,525
 7,905
 521
 19,951
Profit sharing expense:       
Unrealized(1,409) 8,537
 1,775
 8,903
Realized12,079
 41,553
 548
 54,180
Equity-based(4)
3,150
 20,267
 385
 23,802
Total profit sharing expense13,820
 70,357
 2,708
 86,885
Total compensation and benefits83,039
 111,935
 13,395
 208,369
Non-compensation expenses:       
General, administrative and other38,071
 19,740
 6,186
 63,997
Placement fees695
 51
 
 746
Total non-compensation expenses38,766
 19,791
 6,186
 64,743
Total Expenses(3)
121,805
 131,726
 19,581
 273,112
Other Income:       
Net gains from investment activities113,188
 42,074
 
 155,262
Net interest loss(4,858) (3,680) (983) (9,521)
Other income, net1,155
 666
 1,277
 3,098
Total Other Income(3)
109,485
 39,060
 294
 148,839
Non-Controlling Interests(1,187) 
 
 (1,187)
Economic Income(3)
$210,007
 $152,642
 $9,048
 $371,697
Total Assets(3)
$2,828,917
 $2,691,289
 $233,728
 $5,753,934
 As of and for the Three Months Ended June 30, 2019
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Management fees$190,275
 $129,638
 $46,398
 $366,311
Advisory and transaction fees, net5,510
 20,257
 5,295
 31,062
Performance fees(1)
9,261
 
 
 9,261
Fee Related Revenues205,046
 149,895
 51,693
 406,634
Salary, bonus and benefits(50,465) (40,267) (19,537) (110,269)
General, administrative and other(31,647) (22,962) (8,547) (63,156)
Placement fees(157) (618) 
 (775)
Fee Related Expenses(82,269) (63,847) (28,084) (174,200)
Other income, net of Non-Controlling Interest1,968
 3,963
 156
 6,087
Fee Related Earnings124,745
 90,011
 23,765
 238,521
Realized performance fees18,030
 12,231
 3,074
 33,335
Realized profit sharing expense(7,877) (4,089) (1,340) (13,306)
Net Realized Performance Fees10,153
 8,142
 1,734
 20,029
Realized principal investment income7,909
 1,877
 1,495
 11,281
Net interest loss and other(4,656) (7,650) (2,708) (15,014)
Segment Distributable Earnings(2)
$138,151
 $92,380
 $24,286
 $254,817
Total Assets(2)
$2,865,509
 $2,741,435
 $520,817
 $6,127,761
(1)PerformanceRepresents certain performance fees includes performance allocationsfrom business development companies and incentive fees.Redding Ridge Holdings LP (“Redding Ridge Holdings”), an affiliate of Redding Ridge.
(2)Included in unrealized performance fees for the three months ended September 30, 2018 was a reversal of previously realized performance fees due to the general partner obligation to return previously distributed performance fees.
(3)Refer below for a reconciliation of total revenues, total expenses, other income (loss) and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
(4)Relates to amortization of restricted share awards granted under certain profit sharing arrangements.



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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


 For the Three Months Ended September 30, 2017
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Revenues:       
Management fees$187,885
 $76,079
 $18,470
 $282,434
Advisory and transaction fees, net4,219
 10,572
 1,418
 16,209
Performance fees(1):
       
Unrealized(2)
4,179
 286,589
 (5,169) 285,599
Realized32,131
 21,859
 6,985
 60,975
Total performance fees36,310
 308,448
 1,816
 346,574
Principal investment income (loss)8,222
 39,875
 (83) 48,014
Total Revenues(3)
236,636
 434,974
 21,621
 693,231
Expenses:       
Compensation and benefits:       
Salary, bonus and benefits59,027
 31,467
 10,513
 101,007
Equity-based compensation9,925
 6,335
 798
 17,058
Profit sharing expense:       
Unrealized2,266
 96,992
 (4,812) 94,446
Realized14,643
 17,394
 3,636
 35,673
Equity-based(4)
518
 808
 
 1,326
Total profit sharing expense17,427
 115,194
 (1,176) 131,445
Total compensation and benefits86,379
 152,996
 10,135
 249,510
Non-compensation expenses:       
General, administrative and other35,709
 19,699
 5,520
 60,928
Placement fees3,140
 2,257
 
 5,397
Total non-compensation expenses38,849
 21,956
 5,520
 66,325
Total Expenses(3)
125,228
 174,952
 15,655
 315,835
Other Income:   
      
Net gains from investment activities60,570
 7,959
 
 68,529
Net interest loss(5,972) (4,374) (1,163) (11,509)
Other income, net16,318
 7,344
 2,044
 25,706
Total Other Income(3)
70,916
 10,929
 881
 82,726
Non-Controlling Interests(1,751) 
 
 (1,751)
Economic Income(3)
$180,573
 $270,951
 $6,847
 $458,371
 For the Three Months Ended June 30, 2018
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Management fees$153,177
 $132,417
 $40,270
 $325,864
Advisory and transaction fees, net2,100
 13,319
 161
 15,580
Performance fees(1)
5,766
 
 
 5,766
Fee Related Revenues161,043
 145,736
 40,431
 347,210
Salary, bonus and benefits(42,729) (41,879) (19,893) (104,501)
General, administrative and other(27,843) (18,333) (9,500) (55,676)
Placement fees(279) (32) 
 (311)
Fee Related Expenses(70,851) (60,244) (29,393) (160,488)
Other income (loss), net of Non-Controlling Interest(1,188) 82
 55
 (1,051)
Fee Related Earnings89,004
 85,574
 11,093
 185,671
Realized performance fees14,635
 54,640
 45,199
 114,474
Realized profit sharing expense(11,493) (31,512) (26,805) (69,810)
Net Realized Performance Fees3,142
 23,128
 18,394
 44,664
Realized principal investment income5,931
 9,079
 4,363
 19,373
Net interest loss and other(3,952) (5,259) (1,968) (11,179)
Segment Distributable Earnings(2)
$94,125
 $112,522
 $31,882
 $238,529
(1)PerformanceRepresents certain performance fees includes performance allocationsfrom business development companies and incentive fees.Redding Ridge Holdings.
(2)Included in unrealized performance fees for the three months ended September 30, 2017 was a reversal of previously realized performance fees due to the general partner obligation to return previously distributed performance fees.
(3)Refer below for a reconciliation of total revenues, total expenses and other income (loss) for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income.income (loss).
(4)Relates to amortization of equity-based awards granted under certain profit sharing arrangements.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments.segments:
For the Three Months Ended September 30,For the Three Months Ended June 30,
2018 20172019 2018
Total Consolidated Revenues$517,731
 $711,720
$636,579
 $523,316
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)
(23,019) (19,832)
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
(23,847) (20,200)
Adjustments related to consolidated funds and VIEs(1)
2,445
 1,343
90
 1,979
Total Reportable Segments Revenues$497,157
 $693,231
Performance fees(2)
(163,014) (135,093)
Principal investment income(43,174) (22,792)
Total Fee Related Revenues406,634
 347,210
Realized performance fees33,335
 114,474
Realized principal investment income and other10,438
 18,530
Total Segment Revenues$450,407
 $480,214
(1)Represents advisory fees, management fees and performance fees earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements.
(2)Excludes certain performance fees from business development companies and Redding Ridge Holdings.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segmentssegments:
For the Three Months Ended September 30,For the Three Months Ended June 30,
2018 20172019 2018
Total Consolidated Expenses$312,727
 $357,483
$342,525
 $301,394
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)
(23,153) (19,832)
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
(23,865) (19,836)
Reclassification of interest expenses(23,302) (15,162)
Transaction-related compensation charges, net(1)
(206) (7,543)(18,135) 6,905
Reclassification of interest expenses(15,209) (13,302)
Amortization of transaction-related intangibles(1)
(1,047) (971)
Total Reportable Segments Expenses$273,112
 $315,835
Charges associated with corporate conversion(2)
(10,006) 
Equity-based compensation(18,237) (16,028)
Total profit sharing expense(3)
(74,780) (96,785)
Total Fee Related Expenses174,200
 160,488
Realized profit sharing expense13,306
 69,810
Total Segment Expenses$187,506
 $230,298
(1)Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
(2)Represents expenses incurred in relation to the previously announced plans to convert from a publicly traded partnership to a C corporation, as described in note 1.
(3)Includes unrealized profit sharing expense, realized profit sharing expense and equity based profit sharing expense and other.
The following table reconciles total consolidated other income (loss) to total other incomeloss for Apollo’s reportable segments.segments:
 For the Three Months Ended September 30,
 2018 2017
Total Consolidated Other Income$176,780
 $96,668
Reclassification of interest expense(15,209) (13,302)
Adjustments related to consolidated funds and VIEs(1)
(12,732) (640)
Total Reportable Segments Other Income$148,839
 $82,726
 For the Three Months Ended June 30,
 2019 2018
Total Consolidated Other Income (Loss)$65,004
 $(59,188)
Adjustments related to consolidated funds and VIEs(1)
(4,367) (8,967)
Net (gains) losses from investment activities(45,053) 67,565
Interest income and other, net of Non-Controlling Interest(9,497) (461)
Other Income (Loss), net of Non-Controlling Interest6,087
 (1,051)
Net interest loss and other(14,171) (10,336)
Total Segment Other Loss$(8,084) $(11,387)
(1)Represents the addition of other income of consolidated funds and VIEs.


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


The following table presents the reconciliation of income (loss) before income tax provision reported in the condensed consolidated statements of operations to Economic Income.Segment Distributable Earnings:
 For the Three Months Ended September 30,
 2018 2017
Income before income tax provision$381,784
 $450,905
Adjustments:   
Net income attributable to Non-Controlling Interests in consolidated entities(11,340) (1,048)
Transaction-related charges, net(1)
1,253
 8,514
Total consolidation adjustments and other(10,087) 7,466
Economic Income$371,697
 $458,371
 For the Three Months Ended June 30,
 2019 2018
Income before income tax provision$359,058
 $162,734
Transaction-related charges(1)
18,135
 (6,905)
Charges associated with corporate conversion(2)
10,006
 
Net income attributable to Non-Controlling Interests in consolidated entities and appropriated partners’ capital(5,143) (8,716)
Unrealized performance fees(129,679) (20,619)
Unrealized profit sharing expense40,799
 9,125
Equity-based profit sharing expense and other(3)
20,675
 17,850
Equity-based compensation18,237
 16,028
Unrealized principal investment income(31,893) (3,419)
Unrealized net (gains) losses from investment activities and other(45,378) 72,451
Segment Distributable Earnings$254,817
 $238,529
(1)Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
(2)Represents expenses incurred in relation to the previously announced plans to convert from a publicly traded partnership to a C corporation, as described in note 1.
(3)Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.

The following tables present financial data for Apollo’s reportable segments.

 As of and for the Six Months Ended June 30, 2019
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Management fees$373,017
 $260,134
 $91,783
 $724,934
Advisory and transaction fees, net8,358
 36,393
 5,371
 50,122
Performance fees(1)
9,922
 
 
 9,922
Fee Related Revenues391,297
 296,527
 97,154
 784,978
Salary, bonus and benefits(94,769) (83,500) (37,725) (215,994)
General, administrative and other(59,143) (48,824) (18,222) (126,189)
Placement fees148
 (483) 
 (335)
Fee Related Expenses(153,764) (132,807) (55,947) (342,518)
Other income, net of Non-Controlling Interest1,564
 4,159
 94
 5,817
Fee Related Earnings239,097
 167,879
 41,301
 448,277
Realized performance fees21,357
 72,687
 3,080
 97,124
Realized profit sharing expense(11,395) (41,816) (1,234) (54,445)
Net Realized Performance Fees9,962
 30,871
 1,846
 42,679
Realized principal investment income10,958
 9,965
 1,794
 22,717
Net interest loss and other(9,042) (13,783) (4,881) (27,706)
Segment Distributable Earnings(2)
$250,975
 $194,932
 $40,060
 $485,967
Total Assets(2)
$2,865,509
 $2,741,435
 $520,817
 $6,127,761
(1)Represents certain performance fees from business development companies and Redding Ridge Holdings.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following tables present financial data for Apollo’s reportable segments.
 As of and for the Nine Months Ended September 30, 2018
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Revenues:       
Management fees$564,164
 $317,276
 $56,532
 $937,972
Advisory and transaction fees, net6,942
 29,817
 4,787
 41,546
Performance fees(1):
       
Unrealized(2)
30,464
 (403,235) (585) (373,356)
Realized102,644
 408,662
 6,487
 517,793
Total performance fees133,108
 5,427
 5,902
 144,437
Principal investment income23,100
 3,902
 924
 27,926
Total Revenues(3)
727,314
 356,422
 68,145
 1,151,881
Expenses:       
Compensation and benefits:       
Salary, bonus and benefits176,662
 105,203
 30,700
 312,565
Equity-based compensation29,563
 21,552
 2,227
 53,342
Profit sharing expense:       
Unrealized17,356
 (122,716) 377
 (104,983)
Realized55,787
 175,279
 3,194
 234,260
Equity-based(4)
7,013
 48,351
 924
 56,288
Total profit sharing expense80,156
 100,914
 4,495
 185,565
Total compensation and benefits286,381
 227,669
 37,422
 551,472
Non-compensation expenses:       
General, administrative and other104,832
 50,578
 18,638
 174,048
Placement fees1,250
 134
 
 1,384
Total non-compensation expenses106,082
 50,712
 18,638
 175,432
Total Expenses(3)
392,463
 278,381
 56,060
 726,904
Other Loss:       
Net gains from investment activities10,489
 10,060
 11
 20,560
Net interest loss(15,211) (11,464) (3,123) (29,798)
Other income (loss), net2,782
 (1,481) 641
 1,942
Total Other Loss(3)
(1,940) (2,885) (2,471) (7,296)
Non-Controlling Interests(3,766) 
 
 (3,766)
Economic Income(3)
$329,145
 $75,156
 $9,614
 $413,915
Total Assets(3)
$2,828,917
 $2,691,289
 $233,728
 $5,753,934

(1)Performance fees includes performance allocations and incentive fees.
(2)Included in unrealized performance fees for the nine months ended September 30, 2018 was a reversal of previously realized performance fees due to the general partner obligation to return previously distributed performance fees.
(3)Refer below for a reconciliation of total revenues, total expenses, other loss and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
(4)Relates to amortization of equity-based awards granted under certain profit sharing arrangements.


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

 For the Nine Months Ended September 30, 2017
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Revenues:       
Management fees$516,083
 $230,752
 $54,560
 $801,395
Advisory and transaction fees, net10,484
 41,646
 2,775
 54,905
Performance fees(1):
       
Unrealized(2)
37,422
 351,836
 (1,639) 387,619
Realized120,186
 313,817
 12,224
 446,227
Total performance fees157,608
 665,653
 10,585
 833,846
Principal investment income20,561
 81,951
 1,935
 104,447
Total Revenues(3)
704,736
 1,020,002
 69,855
 1,794,593
Expenses:       
Compensation and benefits:       
Salary, bonus and benefits173,153
 93,230
 27,905
 294,288
Equity-based compensation28,255
 21,134
 1,980
 51,369
Profit sharing expense:       
Unrealized17,408
 117,025
 (2,848) 131,585
Realized51,168
 145,783
 6,528
 203,479
Equity-based1,387
 1,270
 
 2,657
Total profit sharing expense69,963
 264,078
 3,680
 337,721
Total compensation and benefits271,371
 378,442
 33,565
 683,378
Non-compensation expenses:       
General, administrative and other99,559
 53,676
 15,299
 168,534
Placement fees8,828
 3,732
 
 12,560
Total non-compensation expenses108,387
 57,408
 15,299
 181,094
Total Expenses(3)
379,758
 435,850
 48,864
 864,472
Other Income (Loss):   
      
Net gains from investment activities91,365
 11,255
 
 102,620
Net interest loss(18,978) (12,952) (3,634) (35,564)
Other income, net16,888
 25,915
 2,347
 45,150
Total Other Income (Loss)(3)
89,275
 24,218
 (1,287) 112,206
Non-Controlling Interests(3,244) 
 
 (3,244)
Economic Income(3)
$411,009
 $608,370
 $19,704
 $1,039,083
 For the Six Months Ended June 30, 2018
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Management fees$302,892
 $214,697
 $80,478
 $598,067
Advisory and transaction fees, net4,295
 23,974
 305
 28,574
Performance fees(1)
11,041
 
 
 11,041
Fee Related Revenues318,228
 238,671
 80,783
 637,682
Salary, bonus and benefits(89,550) (82,604) (38,878) (211,032)
General, administrative and other(54,211) (36,316) (19,524) (110,051)
Placement fees(555) (83) 
 (638)
Fee Related Expenses(144,316) (119,003) (58,402) (321,721)
Other income, net of Non-Controlling Interest1,995
 391
 223
 2,609
Fee Related Earnings175,907
 120,059
 22,604
 318,570
Realized performance fees(2)
17,749
 167,412
 51,615
 236,776
Realized profit sharing expense(2)
(14,327) (89,260) (29,870) (133,457)
Net Realized Performance Fees3,422
 78,152
 21,745
 103,319
Realized principal investment income10,211
 27,409
 5,146
 42,766
Net interest loss and other(7,470) (10,615) (3,877) (21,962)
Segment Distributable Earnings(3)
$182,070
 $215,005
 $45,618
 $442,693
(1)PerformanceRepresents certain performance fees includes performance allocationsfrom business development companies and incentive fees.Redding Ridge Holdings.
(2)Included in unrealized performance fees for the nine months ended September 30, 2017 was a reversal of previouslyExcludes realized performance fees due toand realized profit sharing expense settled in the general partner obligation to return previously distributed performance fees.form of shares of Athene Holding during the six months ended June 30, 2018.
(3)Refer below for a reconciliation of total revenues, total expenses and other income (loss) for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income.income (loss).


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments:
For the Nine Months Ended September 30,For the Six Months Ended June 30,
2018 20172019 2018
Total Consolidated Revenues$1,207,950
 $1,843,532
$1,314,356
 $690,219
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
(62,132) (53,234)(52,976) (39,113)
Adjustments related to consolidated funds and VIEs(1)
6,063
 4,295
1,722
 3,618
Total Reportable Segments Revenues$1,151,881
 $1,794,593
Performance fees(2)
(411,186) (6,854)
Principal investment income(66,938) (10,188)
Total Fee Related Revenues784,978
 637,682
Realized performance fees(3)
97,124
 236,776
Realized principal investment income and other21,032
 41,081
Total Segment Revenues$903,134
 $915,539
(1)Represents advisory fees, management fees and performance fees earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements.
(2)Excludes certain performance fees from business development companies and Redding Ridge Holdings.
(3)Excludes realized performance fees settled in the form of shares of Athene Holding during the six months ended June 30, 2018.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments:
For the Nine Months Ended September 30,For the Six Months Ended June 30,
2018 20172019 2018
Total Consolidated Expenses$828,996
 $967,997
$720,542
 $516,269
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
(61,724) (53,234)(52,707) (38,571)
Transaction-related compensation charges, net(1)
6,756
 (6,409)
Reclassification of interest expenses(44,168) (39,496)(42,410) (28,959)
Amortization of transaction-related intangibles(1)
(2,956) (4,386)
Total Reportable Segments Expenses$726,904
 $864,472
Transaction-related charges, net(1)
(23,598) 5,053
Charges associated with corporate conversion(2)
(10,006) 
Equity-based compensation(36,660) (33,463)
Total profit sharing expense(3)
(212,643) (98,608)
Total Fee Related Expenses342,518
 321,721
Realized profit sharing expense(4)
54,445
 133,457
Total Segment Expenses$396,963
 $455,178
(1)Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
(2)Represents expenses incurred in relation to the previously announced plans to convert from a publicly traded partnership to a C corporation, as described in note 1.
(3)Includes unrealized profit sharing expense, realized profit sharing expense and equity based profit sharing expense and other.
(4)Excludes realized profit sharing expense settled in the form of shares of Athene Holding during the six months ended June 30, 2018.
The following table reconciles total consolidated other income (loss) to total other income (loss)loss for Apollo’s reportable segments:
 For the Nine Months Ended September 30,
 2018 2017
Total Consolidated Other Income$64,796
 $161,726
Reclassification of interest expense(44,168) (39,496)
Adjustments related to consolidated funds and VIEs(1)
(27,924) (10,024)
Total Reportable Segments Other Income (Loss)$(7,296) $112,206
 For the Six Months Ended June 30,
 2019 2018
Total Consolidated Other Income (Loss)$100,465
 $(111,984)
Adjustments related to consolidated funds and VIEs(1)
(13,501) (15,192)
Net (gains) losses from investment activities(63,878) 134,702
Interest income and other, net of Non-Controlling Interest(17,269) (4,917)
Other Income, net of Non-Controlling Interest5,817
 2,609
Net interest loss and other(26,021) (20,277)
Total Segment Other Loss$(20,204) $(17,668)
(1)Represents the addition of other income of consolidated funds and VIEs.


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


The following table presents the reconciliation of income (loss) before income tax provision reported in the condensed consolidated statements of operations to Economic Income:Segment Distributable Earnings:
For the Nine Months Ended September 30,For the Six Months Ended June 30,
2018 20172019 2018
Income before income tax provision$443,750
 $1,037,261
$694,279
 $61,966
Adjustments:   
Transaction-related charges(1)
(3,800) 10,789
23,598
 (5,053)
Charges associated with corporate conversion(2)
10,006
 
Net income attributable to Non-Controlling Interests in consolidated entities and appropriated partners’ capital(26,035) (8,967)(13,805) (14,695)
Total consolidation adjustments and other(29,835) 1,822
Economic Income$413,915
 $1,039,083
Unrealized performance fees(3)
(314,062) 229,922
Unrealized profit sharing expense(3)
116,561
 (67,263)
Equity-based profit sharing expense and other(4)
41,637
 32,414
Equity-based compensation36,660
 33,463
Unrealized principal investment (income) loss(44,221) 32,578
Unrealized net (gains) losses from investment activities and other(64,686) 139,361
Segment Distributable Earnings$485,967
 $442,693
(1)Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
(2)Represents expenses incurred in relation to the previously announced plans to convert from a publicly traded partnership to a C corporation, as described in note 1.
(3)Includes realized performance fees and realized profit sharing expense settled in the form of shares of Athene Holding during the six months ended June 30, 2018.
(4)Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.
The following table presents the reconciliation of Apollo’s total reportable segment assets to total assets:
As of
September 30, 2018
 As of
December 31, 2017
As of
June 30, 2019
 As of
December 31, 2018
Total reportable segment assets$5,753,934
 $5,740,943
$6,127,761
 $4,791,646
Adjustments(1)
1,218,224
 1,250,127
1,220,483
 1,200,008
Total assets$6,972,158
 $6,991,070
$7,348,244
 $5,991,654
(1)Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.
16.17. SUBSEQUENT EVENTS
On OctoberJuly 31, 2018,2019, the Company declared a cash distribution of $0.46$0.50 per Class A share, which will be paid on NovemberAugust 30, 20182019 to holders of record at the close of business on November 20, 2018.August 16, 2019.
On OctoberJuly 31, 2018,2019, the Company declared a cash distribution of $0.398438 per Series A Preferred share and Series B Preferred share, which will be paid on December 17, 2018September 16, 2019 to holders of record at the close of business on NovemberAugust 30, 2018.

2019.

ITEM 1A.     UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS
OF FINANCIAL CONDITION
APOLLO GLOBAL MANAGEMENT, LLC
CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(dollars in thousands, except share data)
As of September 30, 2018As of June 30, 2019
Apollo Global Management, LLC and Consolidated Subsidiaries Consolidated Funds and VIEs Eliminations ConsolidatedApollo Global Management, LLC and Consolidated Subsidiaries Consolidated Funds and VIEs Eliminations Consolidated
Assets:              
Cash and cash equivalents$854,570
 $4
 $
 $854,574
$945,721
 $4
 $
 $945,725
Restricted cash3,460
 
 
 3,460
17,651
 
 
 17,651
U.S. Treasury securities, at fair value390,448
 
 
 390,448
713,061
 
 
 713,061
Investments3,487,760
 665
 (73,260) 3,415,165
3,307,560
 569
 (88,179) 3,219,950
Assets of consolidated variable interest entities:              
Cash and cash equivalents
 53,295
 
 53,295

 67,085
 
 67,085
Investments, at fair value
 1,202,497
 (312) 1,202,185

 1,183,487
 
 1,183,487
Other assets
 45,749
 
 45,749

 59,131
 
 59,131
Incentive fees receivable7,710
 
 
 7,710

 
 
 
Due from related parties345,552
 
 (9,774) 335,778
450,100
 
 (933) 449,167
Deferred tax assets, net348,588
 
 
 348,588
277,037
 
 
 277,037
Other assets208,117
 
 (640) 207,477
229,001
 
 (680) 228,321
Lease assets98,777
 
 
 98,777
Goodwill88,852
 
 
 88,852
88,852
 
 
 88,852
Intangible assets, net18,877
 
 
 18,877
Total Assets$5,753,934
 $1,302,210
 $(83,986) $6,972,158
$6,127,760
 $1,310,276
 $(89,792) $7,348,244
Liabilities and Shareholders’ Equity              
Liabilities:              
Accounts payable and accrued expenses$82,008
 $
 $
 $82,008
$89,776
 $
 $
 $89,776
Accrued compensation and benefits159,516
 
 
 159,516
112,792
 
 
 112,792
Deferred revenue182,045
 
 
 182,045
92,274
 
 
 92,274
Due to related parties412,862
 
 
 412,862
401,631
 
 
 401,631
Profit sharing payable684,594
 
 
 684,594
595,954
 
 
 595,954
Debt1,361,024
 
 
 1,361,024
2,350,915
 
 
 2,350,915
Liabilities of consolidated variable interest entities:              
Debt, at fair value
 925,543
 (44,973) 880,570

 903,420
 (44,063) 859,357
Other liabilities
 73,959
 (270) 73,689

 87,023
 (311) 86,712
Due to related parties
 1,789
 (1,789) 

 1,303
 (1,303) 
Other liabilities142,021
 
 
 142,021
112,679
 
 
 112,679
Lease liabilities105,164
 
 
 105,164
Total Liabilities3,024,070
 1,001,291
 (47,032) 3,978,329
3,861,185
 991,746
 (45,677) 4,807,254
              
Shareholders’ Equity:              
Apollo Global Management, LLC shareholders’ equity:              
Series A Preferred shares264,398
 
 
 264,398
264,398
 
 
 264,398
Series B Preferred shares289,815
 
 
 289,815
289,815
 
 
 289,815
Additional paid in capital1,350,331
 
 
 1,350,331
1,052,259
 
 
 1,052,259
Accumulated deficit(273,535) 8,313
 (8,313) (273,535)(222,007) 17,514
 (17,514) (222,007)
Accumulated other comprehensive loss(3,402) (2,092) 1,894
 (3,600)(4,956) (2,839) 2,603
 (5,192)
Total Apollo Global Management, LLC shareholders’ equity1,627,607
 6,221
 (6,419) 1,627,409
1,379,509
 14,675
 (14,911) 1,379,273
Non-Controlling Interests in consolidated entities7,216
 294,698
 (30,535) 271,379
6,011
 303,855
 (29,204) 280,662
Non-Controlling Interests in Apollo Operating Group1,095,041
 
 
 1,095,041
881,055
 
 
 881,055
Total Shareholders’ Equity2,729,864
 300,919
 (36,954) 2,993,829
2,266,575
 318,530
 (44,115) 2,540,990
Total Liabilities and Shareholders’ Equity$5,753,934
 $1,302,210
 $(83,986) $6,972,158
$6,127,760
 $1,310,276
 $(89,792) $7,348,244

APOLLO GLOBAL MANAGEMENT, LLC
CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(dollars in thousands, except share data)
As of December 31, 2017As of December 31, 2018
Apollo Global Management, LLC and Consolidated Subsidiaries Consolidated Funds and VIEs Eliminations ConsolidatedApollo Global Management, LLC and Consolidated Subsidiaries Consolidated Funds and VIEs Eliminations Consolidated
Assets:              
Cash and cash equivalents$751,252
 $21
 $
 $751,273
$609,743
 $4
 $
 $609,747
Restricted cash3,875
 
 
 3,875
3,457
 
 
 3,457
U.S. Treasury securities, at fair value364,649
 
 
 364,649
392,932
 
 
 392,932
Investments3,637,042
 854
 (78,062) 3,559,834
2,811,445
 558
 (89,391) 2,722,612
Assets of consolidated variable interest entities:              
Cash and cash equivalents
 92,912
 
 92,912

 49,671
 
 49,671
Investments, at fair value
 1,196,512
 (322) 1,196,190

 1,175,985
 (308) 1,175,677
Other assets
 39,484
 
 39,484

 65,543
 
 65,543
Incentive fees receivable43,176
 
 
 43,176
6,792
 
 
 6,792
Due from related parties263,572
 
 (984) 262,588
379,525
 
 (1,417) 378,108
Deferred tax assets337,638
 
 
 337,638
306,094
 
 
 306,094
Other assets232,045
 5
 (293) 231,757
192,806
 
 (637) 192,169
Goodwill88,852
 
 
 88,852
88,852
 
 
 88,852
Intangible assets, net18,842
 
 
 18,842
Total Assets$5,740,943
 $1,329,788
 $(79,661) $6,991,070
$4,791,646
 $1,291,761
 $(91,753) $5,991,654
Liabilities and Shareholders’ Equity              
Liabilities:              
Accounts payable and accrued expenses$68,873
 $
 $
 $68,873
$70,878
 $
 $
 $70,878
Accrued compensation and benefits62,474
 
 
 62,474
73,583
 
 
 73,583
Deferred revenue128,146
 
 
 128,146
111,097
 
 
 111,097
Due to related parties428,013
 
 
 428,013
425,435
 
 
 425,435
Profit sharing payable752,276
 
 
 752,276
452,141
 
 
 452,141
Debt1,362,402
 
 
 1,362,402
1,360,448
 
 
 1,360,448
Liabilities of consolidated variable interest entities:              
Debt, at fair value
 1,049,235
 (47,172) 1,002,063

 899,651
 (44,190) 855,461
Other liabilities
 115,951
 (293) 115,658

 79,244
 (267) 78,977
Due to related parties
 2,719
 (2,719) 

 1,787
 (1,787) 
Other liabilities173,369
 
 
 173,369
111,794
 
 
 111,794
Total Liabilities2,975,553
 1,167,905
 (50,184) 4,093,274
2,605,376
 980,682
 (46,244) 3,539,814
              
Shareholders’ Equity:              
Apollo Global Management, LLC shareholders’ equity:              
Series A Preferred shares264,398
 
 
 264,398
264,398
 
 
 264,398
Series B Preferred shares289,815
 
 
 289,815
Additional paid in capital1,579,797
 
 
 1,579,797
1,299,418
 
 
 1,299,418
Accumulated deficit(379,461) 9,037
 (9,036) (379,460)(473,275) 17,673
 (17,674) (473,276)
Accumulated other comprehensive loss(1,878) (381) 450
 (1,809)(3,925) (2,479) 2,245
 (4,159)
Total Apollo Global Management, LLC shareholders’ equity1,462,856
 8,656
 (8,586) 1,462,926
1,376,431
 15,194
 (15,429) 1,376,196
Non-Controlling Interests in consolidated entities7,750
 153,227
 (20,891) 140,086
5,717
 295,885
 (30,080) 271,522
Non-Controlling Interests in Apollo Operating Group1,294,784
 
 
 1,294,784
804,122
 
 
 804,122
Total Shareholders’ Equity2,765,390
 161,883
 (29,477) 2,897,796
2,186,270
 311,079
 (45,509) 2,451,840
Total Liabilities and Shareholders’ Equity$5,740,943
 $1,329,788
 $(79,661) $6,991,070
$4,791,646
 $1,291,761
 $(91,753) $5,991,654

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with Apollo Global Management, LLC’s condensed consolidated financial statements and the related notes included within this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2017 filed with the SEC on February 12, 2018 (the “2017 Annual Report”).Report. The highlights listed below have had significant effects on many items within our condensed consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods.
General
Our Businesses
Founded in 1990, Apollo is a leading global alternative investment manager. We are a contrarian, value-oriented investment manager in credit, private equity and real assets with significant distressed expertise and a flexible mandate in the majority of our funds which enables our funds to invest opportunistically across a company’s capital structure. We raise, invest and manage funds on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds as well as other institutional and individual investors. Apollo is led by our Managing Partners, Leon Black, Joshua Harris and Marc Rowan, who have worked together for more than 3233 years and lead a team of 1,1181,268 employees, including 408423 investment professionals, as of SeptemberJune 30, 2018.2019.
Apollo conducts its business primarily in the United States and substantially all of its revenues are generated domestically. These businesses are conducted through the following three reportable segments:
(i)
Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed instruments across the capital structure;
(ii)
Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt instruments; and
(iii)
Real assets—primarily invests in (i) real estate equity and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies, and(ii) real estate and infrastructure debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.securities and (iii) European performing and non-performing loans, and unsecured consumer loans.
These business segments are differentiated based on the varying investment strategies. The performance is measured by management on an unconsolidated basis because management makes operating decisions and assesses the performance of each of Apollo’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the managed funds.
Our financial results vary since performance fees, which generally constitutesconstitute a large portion of the income we receive from the funds that we manage, as well as the transaction and advisory fees that we receive, can vary significantly from quarter to quarter and year to year. As a result, we emphasize long-term financial growth and profitability to manage our business.
In addition, the growth in our Fee-Generating AUM during the last year has primarily been in our credit segment. The average management fee rate for these new credit products is at market rates for such products and in certain cases is below our historical rates. Also, due to the complexity of these new product offerings, the Company has incurred and will continue to incur additional costs associated with managing these products. To date, these additional costs have been offset by realized economies of scale and ongoing cost management.
As of SeptemberJune 30, 2018,2019, we had total AUM of $270.2$311.9 billion across all of our businesses. More than 90% of our total AUM was in funds with a contractual life at inception of seven years or more, and 47%49% of such AUM was in permanent capital vehicles. For our credit segment, total gross and net returns, excluding Athene and Athora assets that are managed or advised by Apollo but not directly invested in Apollo funds and investment vehicles or sub-advised by Apollo, were 1.7% and 1.4%, respectively, for the three months ended September 30, 2018 and 4.3% and 3.5%, respectively, for the nine months ended September 30, 2018.
As of December 31, 2017, Fund IX held its final closing, raising a total of $23.5 billion in third-party capital and approximately $1.2 billion of additional capital from Apollo and affiliated investors for total commitments of $24.7 billion. On

December 31, 2013, Fund VIII held a final closing raising a total of $17.5 billion in third-party capital and approximately $880 million of additional capital from Apollo and affiliated investors, and as of SeptemberJune 30, 2018,2019, Fund VIII had $4.1$3.1 billion of uncalled commitments remaining. Additionally, Fund VII held a final closing in December 2008, raising a total of $14.7 billion, and as of September

June 30, 2018,2019, Fund VII had $2.1$1.8 billion of uncalled commitments remaining. We have consistently produced attractive long-term investment returns in our traditional private equity funds, generating a 39% gross IRR and a 25% net IRR on a compound annual basis from inception through SeptemberJune 30, 2018.2019. Apollo’s private equity fund appreciation (depreciation) was 2.3%2.5% and 1.2%7.2% for the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively.
For our real assets segment, total combined gross return was 0.3% and net returns4.4% for AGREthe three and six months ended June 30, 2019, respectively. The gross return represents gross return for U.S. Real Estate Fund L.P. (“I and U.S. RE Fund I”) and Apollo U.S. REReal Estate Fund II L.P. (“U.S. RE Fund II”) including co-investment capital, were 4.6%Asia Real Estate Fund including co-investment capital, the European Principal Finance funds, and 3.9%, respectively, for the three months ended September 30, 2018 and 10.5% and 8.9%, respectively, for the nine months ended September 30, 2018.infrastructure equity funds.
For further detail related to fund performance metrics across all of our businesses, see “—The Historical Investment Performance of Our Funds.”
Subsequent to December 31, 2018, the Company determined to change the business segment in which it reports certain funds and accounts to align its segment reporting with the manner in which such funds and accounts were managed. Effective January 1, 2019, the European Principal Finance Fund series, which has been historically reported in the credit segment, moved to the real assets segment. Several funds and accounts that generally invest in illiquid opportunistic investments and the latest fund in the Credit Opportunity Fund series, which have been historically reported in the credit segment, moved to the private equity segment. Certain commercial real estate mortgage loan assets, previously reported in the credit segment, moved to the real assets segment. These changes affected the composition, but not the determination, of Apollo’s reporting segments. 
Holding Company Structure
The diagram below depicts our current organizational structure:
a3q18structurechart.jpgstructurechart8119.jpg
Note: The organizational structure chart above depicts a simplified version of the Apollo structure. It does not include all legal entities in the structure. Ownership percentages are as of November 2, 2018.August 1, 2019.
(1)TheBased on a Form 13F for the quarter ended March 31, 2019 filed with the SEC on May 3, 2019 by the Strategic Investor, the Strategic Investor holds 8.7%7.7% of the Class A shares outstanding and 4.3%3.9% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investor represent 47.6%47.8% of the total voting power of our shares entitled to vote and 45.6%45.9% of the economic interests in the Apollo Operating Group. Class A shares held by the Strategic Investor do not have voting rights. However, such Class A shares will become entitled to vote upon transfers by the Strategic Investor in accordance with the agreements entered into in connection with the investments made by the Strategic Investor.

(2)Our Managing Partners own BRH Holdings GP, Ltd., which in turn holds our only outstanding Class B share. The Class B share represents 52.4%52.2% of the total voting power of our shares entitled to vote but no economic interest in Apollo Global Management, LLC. Our Managing Partners’ economic interests are instead represented by their indirect beneficial ownership, through Holdings, of 45.5%45.6% of the limited partner interests in the Apollo Operating Group.
(3)Through BRH Holdings, L.P., our Managing Partners indirectly beneficially own through estate planning vehicles, limited partner interests in Holdings.

(4)Holdings owns 50.1%50.2% of the limited partner interests in each Apollo Operating Group entity. The AOG Units held by Holdings are exchangeable for Class A shares. Our Managing Partners, through their interests in BRH and Holdings, beneficially own 45.5%45.6% of the AOG Units. Our Contributing Partners, through their ownership interests in Holdings, beneficially own 4.6% of the AOG Units.
(5)BRH Holdings GP, Ltd. is the sole member of AGM Management, LLC, our manager. The management of Apollo Global Management, LLC is vested in our manager as provided in our operating agreement.
(6)Represents 49.9%49.8% of the limited partner interests in each Apollo Operating Group entity, held through the intermediate holding companies. Apollo Global Management, LLC, also indirectly owns 100% of the general partner interests in each Apollo Operating Group entity.
Each of the Apollo Operating Group partnershipsentities holds interests in different businesses or entities organized in different jurisdictions.
Our structure is designed to accomplish a number of objectives, the most important of which are as follows:
We are a holding company that is qualified as a partnership for U.S. federal income tax purposes. Our intermediate holding companies enable us to maintain our partnership status and to meet the qualifying income exception.
We have historically used multiple management companies to segregate operations for business, financial and other reasons. Going forward, we may increase or decrease the number of our management companies, partnerships or partnershipsother entities within the Apollo Operating Group based on our views regarding the appropriate balance between (a) administrative convenience and (b) continued business, financial, tax and other optimization.
Conversion to a C Corporation
On May 2, 2019, the Company announced plans to convert from a publicly traded partnership to a C corporation. The conversion is expected to be effective during the third quarter of 2019. The details of the conversion remain subject to the approval of the conflicts committee of Apollo Global Management, LLC’s board of directors and certain required regulatory approvals.
Business Environment
As a global investment manager, we are affected by numerous factors, including the condition of financial markets and the economy. Price fluctuations within equity, credit, commodity, foreign exchange markets, as well as interest rates, which may be volatile and mixed across geographies, can significantly impact the valuation of our funds'funds’ portfolio companies and related income we may recognize.
In the U.S., the S&P 500 Index increased by 7.2% in the third quarter of 2018, following an increase of 2.9%3.8% in the second quarter of 2018.2019, following an increase of 13.1% in the first quarter of 2019. Outside the U.S., global equity markets appreciated during the third quarter, of 2018. Thewith the MSCI All Country World ex USA Index increased 1.0%increasing 4.1% following a decreasean increase of 0.6%10.6% in the secondfirst quarter of 2018.2019.
Conditions in the credit markets also have a significant impact on our business. Credit markets were positive in the thirdsecond quarter of 2018,2019, with the BofAML HY Master II Index increasing 2.4%2.6%, while the S&P/LSTA Leveraged Loan Index increased 1.8%1.7%. Benchmark interest rates finished the quarter higher from where they were at the end of the second quarter of 2018, as the Federal Reserve raised the target rate 0.25% in the quarter, the eighth rate hike since December 2015, and indicated that one more increase is likely in December 2018. The U.S. 10-year Treasury yield rosefell slightly to finishin the quarter at 3.1%to 2.0%. On July 31, 2019, The Federal Reserve reduced the benchmark interest rate, lowering it by a quarter point to a target range of 2.00% to 2.25%.
Foreign exchange rates can materially impact the valuations of our investments and those of our funds that are denominated in currencies other than the U.S. dollar. Relative to the U.S. dollar, the Euro depreciated 0.7% in the third quarter of 2018, after depreciating by 5.2%appreciated 1.4% in the second quarter of 2018,2019, after depreciating by 2.2% in the first quarter of 2019, while the British pound depreciated by 1.3% in the third quarter of 2018, after depreciating by 5.8%2.6% in the second quarter of 2018.2019, after appreciating 2.2% in the first quarter of 2019. Commodities generally depreciateddecreased in the thirdsecond quarter of 2018,2019, with gold, copper, wheat,natural gas, and sugar decreasing,depreciating, while natural gasgold appreciated. The price of crude oil decreased 1.2%depreciated by 2.8% during the third quarter following four consecutive quarters of appreciation.ended June 30, 2019.
In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported real GDP increased at an annual rate of 3.5% in the third quarter of 2018, slightly lower than the 4.1% growth experienced2.1% in the second quarter of 2018.2019, following an increase of 3.1% in the first quarter of 2019. As of October 2018,July 2019, The International Monetary Fund estimated that the U.S. economy will expand by 2.9%2.6% in 20182019 and 2.5%1.9% in 2019.2020. Additionally, the U.S. unemployment rate stood at 3.7% as of SeptemberJune 30, 2018, a nearly 50-year low.2019, slightly lower than in the previous quarter.

Regardless of the market or economic environment at any given time, Apollo relies on its contrarian, value-oriented approach to consistently invest capital on behalf of its fund investors by focusing on opportunities that management believes are often overlooked by other investors. As such, Apollo’s global integrated investment platform deployed $2.2$5.2 billion and $15.9$9.5 billion of capital through the funds it manages during the three and twelvesix months ended SeptemberJune 30, 2018,2019, respectively. We believe Apollo’s expertise in credit and its focus on nine core industry sectors, combined with more than 2829 years of investment experience, has allowed Apollo to respond quickly to changing environments. Apollo’s core industry sectors include chemicals, manufacturing and industrial, natural resources, consumer and retail, consumer services, business services, financial services, leisure, and media/telecom/technology. Apollo believes that these attributes have contributed to the success of its private equity funds investing in buyouts and credit opportunities during both expansionary and recessionary economic periods.

In general, institutional investors continue to allocate capital towards alternative investment managers for more attractive risk-adjusted returns in a low interest rate environment, and we believe the business environment remains generally accommodative to raise larger successor funds, launch new products, and pursue attractive strategic growth opportunities, such as continuing to grow the assets of our permanent capital vehicles. As such, Apollo had $6.0$12.2 billion and $45.9$37.1 billion of capital inflows during the three and twelvesix months ended SeptemberJune 30, 2018,2019, respectively. While Apollo continues to attract capital inflows, it also continues to generate realizations for fund investors. Apollo returned $1.7$2.2 billion and $13.4$3.9 billion of capital and realized gains to the investors in the funds it manages during the three and twelvesix months ended SeptemberJune 30, 2018,2019, respectively.
Managing Business Performance
We believe that the presentation of Economic Income,Segment Distributable Earnings, or “EI”“Segment DE”, supplements a reader’s understanding of the economic operating performance of each of our segments.
Economic Income (Loss)Segment Distributable Earnings and Distributable Earnings
EI has certain limitationsSegment Distributable Earnings is the key performance measure used by management in that it does not take into account certain items included under U.S. GAAP. EIevaluating the performance of Apollo’s credit, private equity and real assets segments. See note 16 to the condensed consolidated financial statements for more details regarding the components of Segment DE. Distributable Earnings (“DE”) represents segment income before income tax provision excluding transaction-related charges arising from the 2007 private placement,Segment DE less estimated current corporate, local and any acquisitions. Transaction-related charges includes equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. In addition, EI excludes non-cash revenue and expense related to equity awards granted by unconsolidated related parties to employees of the Company, compensation and administrative related expense reimbursements,non-U.S. taxes as well as the assets, liabilities and operating resultscurrent payable under Apollo’s tax receivable agreement. DE is net of the funds and variable interest entities (“VIEs”) that are included in the condensed consolidated financial statements. We believe the exclusion of the non-cash charges relatedpreferred distributions, if any, to the 2007 Reorganization for equity-based compensation provides investors with a meaningful indication of our performance because these charges relate to the equity portion of our capital structureSeries A and not our core operating performance. EI also excludes impacts of the remeasurement of the tax receivable agreement which arises from changes in the associated deferred tax balance, including the impacts related to the Tax Cuts and Jobs Act (the “TCJA”).
Economic Net Income (“ENI”) represents EI adjusted to reflect income tax provision on EI 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. ENISeries B Preferred shareholders. DE excludes the impacts of the remeasurement of deferred tax assets and liabilities which arises from changes in estimated future tax rates, including impacts related to the TCJA.rates. The economic assumptions and methodologies that impact the implied income tax provision are similar to those methodologies and certain assumptions used in calculating the income tax provision for Apollo’s condensed consolidated statements of operations under U.S. GAAP. ENIManagement believes that excluding the remeasurement of the tax receivable agreement and deferred taxes from Segment DE and DE, respectively, is netmeaningful as it increases comparability between periods. Remeasurement of preferred distributions, if any,the tax receivable agreement and deferred taxes are estimates that may change due to Series A and Series B Preferred shareholders.changes in the interpretation of tax law.
We believe that EISegment DE is helpful for an understanding of our business and that investors should review the same supplemental financial measure that management uses to analyze our segment performance. This measure supplements and should be considered in addition to and not in lieu of the results of operations discussed below in “—Overview of Results of Operations” that have been prepared in accordance with U.S. GAAP. See note 1516 to the condensed consolidated financial statements for more details regarding management’s consideration of EI.
EI may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. We use EI as a measure of operating performance, not as a measure of liquidity. EI should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of EI without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using EI as a supplemental measure to U.S. GAAP results, to provide a more complete understanding of our performance as management measures it. A reconciliation of EI to its most directly comparable U.S. GAAP measure of income before income tax provision can be found in the notes to our condensed consolidated financial statements.
Management believes that excluding the remeasurement of the tax receivable agreement and deferred taxes from EI and ENI, respectively, is meaningful as it increases comparability between periods. Remeasurement of the tax receivable agreement and deferred taxes are estimates, and may change due to changes in interpretations and assumptions based on additional guidance that may be issued pertaining to the TCJA.
Fee Related EarningsSegment DE.
Fee Related Earnings (“FRE”)and Fee Related EBITDA
Fee Related Earnings is derived from our segment reported results and refers to a component of EISegment DE that is used as a supplemental performance measuremeasure. See note 16 to assess whether revenues that we believe are generallythe condensed consolidated financial statements for more stable and predictable in nature, primarily consistingdetails regarding the components of management fees, are sufficient to cover associated operating expenses and generate profits. FRE

is the sum across all segments of (i) management fees, (ii) advisory and transaction fees, (iii) performance fees earned from business development companies and (iv) other income, net, less (x) salary, bonus and benefits, excluding equity-based compensation, (y) other associated operating expenses and (z) non-controlling interests in the management companies of certain funds the Company manages.
Distributable Earnings
Distributable Earnings (“DE”), as well as DE After Taxes and Related Payables are derived from our segment reported results, and are supplemental non-U.S. GAAP measures to assess performance and the amount of earnings available for distribution to Class A shareholders, holders of RSUs that participate in distributions and holders of AOG Units. DE represents the amount of net realized earnings without the effects of the consolidation of any of the related funds. DE, which is a component of EI, is the sum across all segments of (i) total management fees and advisory and transaction fees, (ii) other income (loss), (iii) realized performance fees, excluding realizations received in the form of shares and (iv) realized investment income, less (x) compensation expense, excluding the expense related to equity-based awards, (y) realized profit sharing expense, and (z) non-compensation expenses, excluding depreciation and amortization expense. DE After Taxes and Related Payables represents DE less estimated current corporate, local and non-U.S. taxes as well as the payable under Apollo’s tax receivable agreement. DE After Taxes and Related Payables is net of preferred distributions, if any, to Series A and Series B Preferred shareholders. A reconciliation of DE and EI to their most directly comparable U.S. GAAP measure of income before income tax provision can be found in “—Summary of Non-U.S. GAAP Measures”.
Fee Related EBITDAFRE.
Fee related EBITDA is a non-U.S. GAAP measure derived from our segment reported results and is used to assess the performance of our operations as well as our ability to service current and future borrowings. Fee related EBITDA represents FRE plus amounts for depreciation and amortization. “Fee related EBITDA +100% of net realized performance fees” represents fee-relatedFee related EBITDA plus realized performance fees less realized profit sharing.sharing expense.
We use Segment DE, DE, FRE DE and Fee related EBITDA as measures of operating performance, not as measures of liquidity. These measures should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of these measures without consideration of their related U.S. GAAP measures is not adequate due to the adjustments described above.

Segment Strategies
Apollo determined to change the business segment in which it reports certain funds and accounts to align its segment reporting with the manner in which such funds and accounts were managed. Effective January 1, 2019, the European Principal Finance Fund series, which has been historically reported in the credit segment, moved to the real assets segment. Several funds and accounts that generally invest in illiquid opportunistic investments and the latest fund in the Credit Opportunity Fund series, which have been historically reported in the credit segment, moved to the private equity segment. Certain commercial real estate mortgage loan assets, previously reported in the credit segment, moved to the real assets segment. These changes affected the composition, but not the determination, of Apollo’s reporting segments.
In order to better reflect the grouping of synergistic credit strategies across the funds, accounts and permanent capital vehicles managed within our credit segment, Apollo has re-aligned its credit segment around four main strategies: corporate credit, structured credit, direct origination and advisory and other. The underlying assets managed within, and strategies employed by, Apollo’s credit segment have not changed as a result of this re-alignment.
Apollo has re-aligned its private equity segment around three strategies: traditional private equity, hybrid capital and natural resources. Hybrid capital includes our recently launched hybrid value strategy, other funds and accounts that generally invest in illiquid opportunistic investments and the latest fund in the Credit Opportunity Fund series.
Apollo has re-aligned its real assets segment around three strategies: real estate, principal finance and infrastructure. Real estate includes the commercial real estate mortgage loan assets discussed above, among other types of real estate assets. Principal finance includes our European Principal Finance Fund series.
Operating Metrics
We monitor certain operating metrics that are common to the alternative investment management industry. These operating metrics include Assets Under Management, capital deployed and uncalled commitments.
Assets Under Management
The tables below present Fee-Generating and Non-Fee-Generating AUM by segment:
As of September 30, 2018As of June 30, 2019
Credit Private Equity Real Assets TotalCredit Private Equity Real Assets Total
(in millions)(in millions)
Fee-Generating$148,326
 $44,007
 $11,276
 $203,609
$163,089
 $47,082
 $25,965
 $236,136
Non-Fee-Generating34,314
 28,150
 4,107
 66,571
38,127
 30,066
 7,533
 75,726
Total Assets Under Management$182,640
 $72,157
 $15,383
 $270,180
$201,216
 $77,148
 $33,498
 $311,862
As of September 30, 2017As of June 30, 2018
Credit Private Equity Real Assets TotalCredit Private Equity Real Assets Total
(in millions)(in millions)
Fee-Generating$126,907
 $30,067
 $9,284
 $166,258
$132,602
 $47,835
 $21,798
 $202,235
Non-Fee-Generating31,018
 40,402
 3,887
 75,307
30,620
 31,032
 5,565
 67,217
Total Assets Under Management$157,925
 $70,469
 $13,171
 $241,565
$163,222
 $78,867
 $27,363
 $269,452
As of December 31, 2017As of December 31, 2018
Credit Private Equity Real Assets TotalCredit Private Equity Real Assets Total
(in millions)(in millions)
Fee-Generating$130,150
 $29,792
 $9,023
 $168,965
$144,071
 $46,633
 $23,663
 $214,367
Non-Fee-Generating33,963
 42,640
 3,360
 79,963
30,307
 28,453
 7,132
 65,892
Total Assets Under Management$164,113
 $72,432
 $12,383
 $248,928
$174,378
 $75,086
 $30,795
 $280,259

The table below presents AUM with Future Management Fee Potential, which is a component of Non-Fee-Generating AUM, for each of Apollo’s three segments.
As of
September 30, 2018
 As of
September 30, 2017
 As of
December 31, 2017
As of
June 30, 2019
 As of
June 30, 2018
 As of
December 31, 2018
(in millions)    (in millions)    
Credit$10,974
 $8,565
 $10,057
$7,860
 $7,398
 $8,725
Private Equity8,344
 25,796
 25,912
9,570
 10,036
 10,555
Real Assets929
 874
 464
2,159
 1,309
 2,097
Total AUM with Future Management Fee Potential$20,247
 $35,235
 $36,433
$19,589
 $18,743
 $21,377
The following tables present the components of Performance Fee-Eligible AUM for each of Apollo’s three segments:
As of September 30, 2018As of June 30, 2019
Credit(1)
 Private Equity Real Assets TotalCredit Private Equity Real Assets Total
(in millions)(in millions)
Performance Fee-Generating AUM(1)$35,350
 $25,518
 $658
 $61,526
$35,601
 $23,827
 $2,792
 $62,220
AUM Not Currently Generating Performance Fees9,805
 1,721
 644
 12,170
13,418
 6,263
 2,624
 22,305
Uninvested Performance Fee-Eligible AUM12,974
 33,598
 1,439
 48,011
7,581
 32,257
 4,309
 44,147
Total Performance Fee-Eligible AUM$58,129
 $60,837
 $2,741
 $121,707
$56,600
 $62,347
 $9,725
 $128,672
As of September 30, 2017As of June 30, 2018
Credit Private Equity Real Assets TotalCredit Private Equity Real Assets Total
(in millions)(in millions)
Performance Fee-Generating AUM(1)$26,634
 $25,213
 $803
 $52,650
$27,254
 $26,510
 $2,218
 $55,982
AUM Not Currently Generating Performance Fees15,722
 492
 395
 16,609
12,463
 3,745
 1,043
 17,251
Uninvested Performance Fee-Eligible AUM11,927
 34,290
 1,281
 47,498
6,774
 34,914
 5,402
 47,090
Total Performance Fee-Eligible AUM$54,283
 $59,995
 $2,479
 $116,757
$46,491
 $65,169
 $8,663
 $120,323
As of December 31, 2017As of December 31, 2018
Credit Private Equity Real Assets TotalCredit Private Equity Real Assets Total
(in millions)(in millions)
Performance Fee-Generating AUM(1)$25,814
 $26,775
 $694
 $53,283
$23,574
 $22,974
 $2,019
 $48,567
AUM Not Currently Generating Performance Fees17,901
 494
 437
 18,832
17,857
 3,850
 2,662
 24,369
Uninvested Performance Fee-Eligible AUM11,607
 33,412
 923
 45,942
8,483
 35,749
 4,659
 48,891
Total Performance Fee-Eligible AUM$55,322
 $60,681
 $2,054
 $118,057
$49,914
 $62,573
 $9,340
 $121,827
(1)AsPerformance Fee-Generating AUM of September$2.2 billion, $2.5 billion and $0.2 billion as of June 30, 2019, June 30, 2018 $4.7 billion ofand December 31, 2018, respectively, are above the performance-fee generating AUM is currently above itsapplicable hurdle raterates or preferred return,returns, but in accordance with the adoption of the revenue recognition standard effective January 1, 2018, recognition of performance fees associated with such performance-fee generatingPerformance Fee-Generating AUM hashave been deferred to future periods when the fees are probable to not be significantly reversed.

The following table presents AUM Not Currently Generating Performance Fees for funds that have commenced investinginvested capital for more than 24 months as of SeptemberJune 30, 20182019 and the corresponding appreciation required to reach the preferred return or high watermark in order to generate performance fees:
Category / Fund Invested AUM Not Currently Generating Performance Fees Investment Period Active > 24 Months 
Appreciation Required to Achieve Performance Fees(1)
Strategy / Fund Invested AUM Not Currently Generating Performance Fees Investment Period Active > 24 Months 
Appreciation Required to Achieve Performance Fees(1)
 (in millions)  (in millions) 
Credit:          
Drawdown $3,643
 $2,676
 48%
Liquid/Performing 5,828
 3,510
 < 250bps

 250-500bps
360
 > 500bps
Athora Non-Sub-Advised 334
 
 < 250bps
Corporate Credit $5,538
 $5,538
 3%
Structured Credit 1,236
 808
 12%
Direct Origination 136
 
 N/A
Advisory and Other 6,508
 
 N/A
Total Credit 9,805
 6,546
 22% 13,418
 6,346
 4%
Private Equity:          
ANRP I 533
 533
 13% 381
 381
 67%
Hybrid Capital 2,328
 1,950
 81%
Other PE 1,188
 904
 11% 3,554
 146
 118%
Total Private Equity 1,721
 1,437
 12% 6,263
 2,477
 81%
Real Assets:          
Total Real Assets 644
 482
 > 250bps 2,624
 434
 > 250bps
Total $12,170
 $8,465
  $22,305
 $9,257
 
(1)All investors in a given fund are considered in aggregate when calculating the appreciation required to achieve performance fees presented above. Appreciation required to achieve performance fees may vary by individual investor. Funds with an investment period less than 24 months are “N/A”.
The components of Fee-Generating AUM by segment are presented below:
As of September 30, 2018As of June 30, 2019
Credit 
Private
Equity
 
Real
Assets
 TotalCredit 
Private
Equity
 
Real
Assets
 Total
(in millions)(in millions)
Fee-Generating AUM based on capital commitments$8,058
 $26,983
 $784
 $35,825
$3,284
 $26,849
 $5,405
 $35,538
Fee-Generating AUM based on invested capital4,686
 16,078
 5,443
 26,207
1,249
 19,101
 1,837
 22,187
Fee-Generating AUM based on gross/adjusted assets114,882
 903
 4,998
 120,783
136,378
 700
 17,832
 154,910
Fee-Generating AUM based on NAV20,700
 43
 51
 20,794
22,178
 432
 891
 23,501
Total Fee-Generating AUM$148,326
 $44,007
(1) 
$11,276
 $203,609
$163,089
 $47,082
(1) 
$25,965
 $236,136
(1)The weighted average remaining life of the traditional private equity funds excluding permanent capital vehicles at Septemberas of June 30, 20182019 was 8283 months.
As of September 30, 2017As of June 30, 2018
Credit 
Private
Equity
 
Real
Assets
 TotalCredit 
Private
Equity
 
Real
Assets
 Total
(in millions)(in millions)
Fee-Generating AUM based on capital commitments$8,749
 $21,803
 $784
 $31,336
$3,403
 $27,805
 $5,451
 $36,659
Fee-Generating AUM based on invested capital6,696
 7,443
 4,882
 19,021
1,106
 18,677
 5,946
 25,729
Fee-Generating AUM based on gross/adjusted assets94,159
 821
 3,563
 98,543
109,695
 807
 10,336
 120,838
Fee-Generating AUM based on NAV17,303
 
 55
 17,358
18,398
 546
 65
 19,009
Total Fee-Generating AUM$126,907
 $30,067
(1) 
$9,284
 $166,258
$132,602
 $47,835
(1) 
$21,798
 $202,235
(1)The weighted average remaining life of the traditional private equity funds excluding permanent capital vehicles at Septemberas of June 30, 20172018 was 5992 months.

As of December 31, 2017As of December 31, 2018
Credit 
Private
Equity
 Real Assets TotalCredit 
Private
Equity
 Real Assets Total
(in millions)      (in millions)
Fee-Generating AUM based on capital commitments$8,771
 $21,803
 $784
 $31,358
$3,403
 $26,849
 $5,419
 $35,671
Fee-Generating AUM based on invested capital6,186
 7,197
 4,535
 17,918
1,020
 18,601
 6,659
 26,280
Fee-Generating AUM based on gross/adjusted assets97,514
 792
 3,658
 101,964
119,525
 776
 11,435
 131,736
Fee-Generating AUM based on NAV17,679
 
 46
 17,725
20,123
 407
 150
 20,680
Total Fee-Generating AUM$130,150
 $29,792
(1) 
$9,023
 $168,965
$144,071
 $46,633
(1) 
$23,663
 $214,367
(1)The weighted average remaining life of the traditional private equity funds excluding permanent capital vehicles atas of December 31, 20172018 was 5789 months.
The following table presents total AUM and Fee-Generating AUM amounts for our credit segment by category type:
 Total AUM Fee-Generating AUM
 As of
September 30,
 As of December 31, As of
September 30,
 As of December 31,
 2018 2017 2017 2018 2017 2017
 (in millions)
Liquid/Performing$49,977
 $41,765
 $43,306
 $38,155
 $36,176
 $36,863
Drawdown27,000
 27,223
 28,468
 14,881
 17,253
 16,778
MidCap, AINV, AFT, AIF13,737
 12,978
 13,428
 13,191
 12,165
 12,623
Athene Non-Sub-Advised(1)
78,351
 57,029
 59,670
 78,351
 57,029
 59,670
Athora Non-Sub-Advised(1)
6,040
 6,747
 6,719
 3,748
 4,284
 4,216
Advisory7,535
 12,183
 12,522
 
 
 
Total$182,640
 $157,925
 $164,113
 $148,326
 $126,907
 $130,150
 Total AUM Fee-Generating AUM
 As of
June 30,
 
As of
December 31,
 As of
June 30,
 
As of
December 31,
 2019 2018 2018 2019 2018 2018
 (in millions)
Corporate Credit$105,513
 $89,533
 $98,188
 $88,927
 $77,702
 $82,812
Structured Credit49,662
 39,358
 42,693
 43,651
 34,417
 37,932
Direct Origination18,190
 14,636
 16,715
 16,277
 13,460
 14,395
Advisory and Other27,851
 19,695
 16,782
 14,234
 7,023
 8,932
Total$201,216
 $163,222
 $174,378
 $163,089
 $132,602
 $144,071
(1)The Company refers to the portion of the AUM related to Athora that is not sub-advised by Apollo or invested in funds and or investment vehicles managed by Apollo as “Athora Non-Sub-Advised” AUM. Athene Non-Sub-Advised AUM and Athora Non-Sub-Advised AUM reflects total combined AUM of $107.0 billion less $22.6 billion of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo included within other asset categories.
Investment Management and Sub-Advisory AgreementsAgreement - AAM
Apollo, through its consolidated subsidiary, AAM, provides asset management services to Athene with respect to assets in the Athene North American Accounts, including asset allocation services, direct asset management services, asset and liability matching management, mergers and acquisitions, asset diligence, hedging and other asset management services and receives management fees for providing these services. In addition, theThe Company, through AAM, also provides sub-advisorysub-allocation services with respect to a portion of the assets in the Athene North American Accounts. See note 1314 to the condensed consolidated financial statements for more details regarding the fee rates of the investment management sub-advisory and othersub-allocation fee arrangements with respect to the assets in the Athene North American Accounts.
The following table presents the aggregate Athene Sub-Allocated Total AUM by asset class:
 As of June 30, 2019
 (in millions)
Core Assets$31,052
Core Plus Assets30,102
Yield Assets44,457
High Alpha4,238
Cash, Treasuries, Equity and Alternatives9,181
Total$119,030
Investment Advisory and Sub-Advisory Agreements - AAME
Apollo, through AAME, provides investment advisory services with respect to certain assets in certain portfolio companies of Apollo funds andsub-advises the Athora European Accounts and sub-advises certainbroadly refers to “Athora Sub-Advised” assets in certain portfolio companies of Apollo funds and the Athora European Accounts. See note 13 to the condensed consolidated financial statements for more details regarding the fee rates of the investment advisory, sub-advisory and other fee arrangements with respect to theas those assets in the Athora European Accounts.

The following table presentsAccounts which the Athene andCompany explicitly sub-advises as well as those assets in the Athora assets that were either sub-advised by Apollo orAccounts which are invested directly in funds and investment vehicles managed by Apollo:
 Total AUM
 As of
September 30,
 
As of
December 31,
 2018 2017 2017
 (in millions)
Credit     
Liquid/Performing$13,516
 $10,659
 $10,986
Drawdown1,249
 1,287
 1,327
Total Credit14,765
 11,946
 12,313
Private Equity1,072
 1,190
 1,121
Real Assets     
Real Estate Debt5,664
 4,553
 4,509
Real Estate Equity1,118
 407
 488
Total Real Assets6,782
 4,960
 4,997
Total$22,619
 $18,096
 $18,431
Athene and Athora Non-Sub-Advised AUM
The Company refers to the portion of the AUM in the Athene North American Accounts that is not Athene Sub-Advised AUM as “Athene Non-Sub-Advised” AUM.Apollo manages. The Company refers to the portion of the Athora AUM that is not Athora Sub-Advised AUM as “Athora Non-Sub-Advised”Non-Sub Advised” AUM. See note 14 to the condensed consolidated financial statements for more details regarding the fee arrangements with respect to the assets in the Athora Accounts.

The following table presents the AUM for AtheneAthora Sub-Advised and Athora:Athora Non-Sub-Advised AUM:
 As of September 30, 2018
 
Sub-Advised AUM(1)
 Non-Sub-Advised AUM Total AUM
 (in millions)
Athene$20,657
 $78,351
 $99,008
Athora1,962
 6,040
 8,002
Total$22,619
 $84,391
 $107,010
 As of
June 30,
 
As of
December 31,
 2019 2018 2018
 (in millions)
Sub-Advised AUM$3,596
 $1,818
 $3,032
Non-Sub-Advised AUM10,080
 6,340
 4,952
Total AUM$13,676
 $8,158
 $7,984
(1)Of the total $22.6 billion Athene Sub-Advised AUM and Athora Sub-Advised AUM as of September 30, 2018, $3.5 billion was Athene Assets Directly Invested.
The following table presents total AUM and Fee-Generating AUM amounts for our private equity segment:
 Total AUM Fee-Generating AUM
 As of
September 30,
 As of December 31, As of
September 30,
 As of December 31,
 2018 2017 2017 2018 2017 2017
 (in millions)
Traditional Private Equity Funds$54,863
 $56,823
 $57,250
 $38,154
 $23,842
 $23,580
Natural Resources4,224
 4,702
 4,709
 3,987
 4,042
 4,058
Other(1)
13,070
 8,944
 10,473
 1,866
 2,183
 2,154
Total$72,157
 $70,469
 $72,432
 $44,007
 $30,067
 $29,792
(1)Includes co-investments contributed to Athene by AAA through its investment in AAA Investments as discussed in note 13 of the condensed consolidated financial statements.

 Total AUM Fee-Generating AUM
 As of
June 30,
 
As of
December 31,
 As of
June 30,
 
As of
December 31,
 2019 2018 2018 2019 2018 2018
 (in millions)
Private Equity Funds$61,771
 $64,970
 $60,680
 $39,578
 $40,117
 $39,519
Hybrid Capital9,217
 9,083
 8,886
 3,405
 3,622
 3,025
Natural Resources6,160
 4,814
 5,520
 4,099
 4,096
 4,089
Total$77,148
 $78,867
 $75,086
 $47,082
 $47,835
 $46,633
The following table presents total AUM and Fee-Generating AUM amounts for our real assets segment:
 Total AUM Fee-Generating AUM
 As of
September 30,
 As of December 31, As of
September 30,
 As of December 31,
 2018 2017 2017 2018 2017 2017
 (in millions)
Debt$11,695
 $9,835
 $9,965
 $8,938
 $7,436
 $7,451
Equity3,688
 3,336
 2,418
 2,338
 1,848
 1,572
Total$15,383
 $13,171
 $12,383
 $11,276
 $9,284
 $9,023
 Total AUM Fee-Generating AUM
 As of
June 30,
 
As of
December 31,
 As of
June 30,
 
As of
December 31,
 2019 2018 2018 2019 2018 2018
 (in millions)
Real Estate$24,441
 $19,394
 $21,971
 $19,035
 $15,375
 $16,873
Principal Finance6,996
 7,398
 7,050
 5,207
 5,852
 5,468
Infrastructure2,061
 571
 1,774
 1,723
 571
 1,322
Total$33,498
 $27,363
 $30,795
 $25,965
 $21,798
 $23,663
The following tables summarize changes in total AUM for each of Apollo’s three segments:
 For the Three Months Ended September 30,
 2018 2017
 Credit Private Equity Real Assets Total Credit Private Equity Real Assets Total
  
Change in Total AUM(1):
               
Beginning of Period$183,426
 $71,731
 $14,295
 $269,452
 $151,033
 $67,798
 $13,009
 $231,840
Inflows4,290
 510
 1,163
 5,963
 6,640
 581
 655
 7,876
Outflows(2)
(4,733) 
 
 (4,733) (515) 
 (86) (601)
Net Flows(443) 510
 1,163
 1,230
 6,125
 581
 569
 7,275
Realizations(787) (749) (213) (1,749) (981) (384) (335) (1,700)
Market Activity(3)(4)
444
 665
 138
 1,247
 1,748
 2,474
 (72) 4,150
End of Period$182,640
 $72,157
 $15,383
 $270,180
 $157,925
 $70,469
 $13,171
 $241,565
(1)At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions, and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
(2)Outflows for Total AUM include redemptions of $1.3 billion and $273.9 million during the three months ended September 30, 2018 and 2017, respectively.
(3)Includes foreign exchange impacts of $(0.3) billion, $(14.3) million and $(3.8) million for credit, private equity and real assets, respectively, during the three months ended September 30, 2018.
(4)Includes foreign exchange impacts of $1.0 billion, $88.0 million and $43.3 million for credit, private equity and real assets, respectively, during the three months ended September 30, 2017.
For the Nine Months Ended September 30,For the Three Months Ended June 30,
2018 20172019 2018
Credit Private Equity Real Assets Total Credit Private Equity Real Assets TotalCredit Private Equity Real Assets Total Credit Private Equity Real Assets Total
(in millions) 
Change in Total AUM(1):
                              
Beginning of Period$164,113
 $72,432
 $12,383
 $248,928
 $136,607
 $43,628
 $11,453
 $191,688
$193,669
 $77,325
 $32,000
 $302,994
 $146,636
 $76,852
 $23,928
 $247,416
Inflows30,864
 3,874
 3,582
 38,320
 21,314
 24,648
 2,935
 48,897
9,664
 751
 1,790
 12,205
 23,278
 2,774
 4,324
 30,376
Outflows(2)
(8,615) (180) 
 (8,795) (3,302) (74) (388) (3,764)(2,917) (101) (173) (3,191) (5,189) (16) 
 (5,205)
Net Flows22,249
 3,694
 3,582
 29,525
 18,012
 24,574
 2,547
 45,133
6,747
 650
 1,617
 9,014
 18,089
 2,758
 4,324
 25,171
Realizations(4,644) (3,145) (922) (8,711) (2,125) (2,794) (1,114) (6,033)(486) (1,381) (333) (2,200) (468) (1,578) (848) (2,894)
Market Activity(3)
922
 (824) 340
 438
 5,431
 5,061
 285
 10,777
1,286
 554
 214
 2,054
 (1,035) 835
 (41) (241)
End of Period$182,640
 $72,157
 $15,383
 $270,180
 $157,925
 $70,469
 $13,171
 $241,565
$201,216
 $77,148
 $33,498
 $311,862
 $163,222
 $78,867
 $27,363
 $269,452
(1)At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions, and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.

(2)Outflows for Total AUM include redemptions of $1.6 billion and $693.6$148.6 million during the ninethree months ended SeptemberJune 30, 20182019 and 2017,2018, respectively.
(3)Includes foreign exchange impacts of $(1.1) billion, $(47.8)$321.4 million, $15.4 million and $(10.7)$62.9 million for credit, private equity and real assets, respectively, during the ninethree months ended SeptemberJune 30, 2018,2019, and foreign exchange impacts of $2.8$(1.5) billion, $209.6$(108.0) million and $133.3$(130.5) million for credit, private equity and real assets, respectively, during the ninethree months ended SeptemberJune 30, 2017.2018.
 For the Six Months Ended June 30,
 2019 2018
 Credit Private Equity Real Assets Total Credit Private Equity Real Assets Total
 (in millions)
Change in Total AUM(1):
               
Beginning of Period$174,378
 $75,086
 $30,795
 $280,259
 $144,807
 $80,694
 $23,427
 $248,928
Inflows30,901
 2,844
 3,396
 37,141
 26,567
 3,269
 5,203
 35,039
Outflows(2)
(5,279) (140) (399) (5,818) (6,585) (159) 
 (6,744)
Net Flows25,622
 2,704
 2,997
 31,323
 19,982
 3,110
 5,203
 28,295
Realizations(720) (2,552) (668) (3,940) (1,887) (3,607) (1,469) (6,963)
Market Activity(3)
1,936
 1,910
 374
 4,220
 320
 (1,330) 202
 (808)
End of Period$201,216
 $77,148
 $33,498
 $311,862
 $163,222
 $78,867
 $27,363
 $269,452
(1)At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
(2)Outflows for Total AUM include redemptions of $2.0 billion and $332.8 million during the six months ended June 30, 2019 and 2018, respectively.
(3)Includes foreign exchange impacts of $(48.8) million, $(27.8) million and $22.5 million for credit, private equity and real assets, respectively, during the six months ended June 30, 2019, and foreign exchange impacts of $(750.8) million, $(46.9) million and $(42.1) million for credit, private equity and real assets, respectively, during the six months ended June 30, 2018.
Total AUM was $270.2 billion at September 30, 2018, an increase of $0.7 billion, or 0.3%, compared to $269.5$311.9 billion at June 30, 2018.2019, an increase of $8.9 billion, or 2.9%, compared to $303.0 billion at March 31, 2019. The net increase was primarily due to:
Net flows of $1.2$9.0 billion primarily related to:
a $1.2 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $0.7 billion and the acquisition of management contracts for India-based funds of $0.3 billion;
a $0.5 billion increase related to funds we manage in the private equity segment primarily consisting of net segment transfers of $0.3 billion and subscriptions of $0.2 billion; and
a $0.4 billion decrease related to funds we manage in the credit segment primarily consisting of a decrease in AUM relating to Advisory assets of $2.2 billion, redemptions of $1.3 billion and net segment transfers of $1.0 billion, partially offset by subscriptions of $2.3 billion and an increase in AUM relating to Athene of $1.5 billion.
Market activity of $1.2 billion primarily related to $0.7 billion and $0.4 billion of appreciation in the funds we manage in the private equity and credit segments, respectively.
Offsetting these increases were:
Realizations of $1.7 billion primarily related to:
$0.8 billion related to funds we manage in the credit segment primarily consisting of distributions from our drawdown funds of $0.6 billion;
$0.7 billion related to funds we manage in the private equity segment primarily consisting of distributions from Fund VIII of $0.6 billion; and
$0.2 billion related to funds we manage in the real assets segment primarily consisting of distributions from our real estate debt funds of $0.2 billion.
Total AUM was $270.2 billion at September 30, 2018, an increase of $21.3 billion, or 8.6%, compared to $248.9 billion at December 31, 2017. The net increase was primarily due to:
Net flows of $29.5 billion primarily related to:
a $22.2$6.7 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $22.7 billion as a result of its completion of the reinsurance transaction of the fixed annuity business of Voya Financial and subscriptions of $5.8 billion, offset by a decrease in AUM relating to Advisory assets of $3.7$5.5 billion driven by portfolio company activity and net segment transfers of $3.0 billion;
a $3.7 billion increase related to funds we manage in the private equity segment consisting of subscriptions of $3.2$2.8 billion primarily related to Apollo Hybrid Value Fund, L.P. (“Hybrid Value Fund”) and co-investments for Fund VIII transactionsacross our corporate credit funds; these increases were partially offset by redemptions of $2.4$1.3 billion and $0.4 billion, respectively, and net segment transfers of $0.3$1.1 billion; and
a $3.6$1.6 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.8$1.1 billion and subscriptions of $0.9 billion$0.3 billion; and an increase in net leverage of $0.7 billion.
Market activity of $0.4 billion primarily related to:
a $0.9$0.7 billion and $0.3 billion increase related to funds we manage in the credit and real assets segments, respectively, as a result of favorable market conditions;
offset by a $0.8 billion decrease related to funds we manage in the private equity segment as a resultprimarily consisting of depreciationsubscriptions of $0.6 billion primarily relating to certain hybrid capital funds.
Market activity of $2.1 billion primarily related to $1.3 billion and $0.6 billion of appreciation in Fund VIIIthe funds we manage in the credit and co-investment vehicles.private equity segments, respectively.
Offsetting these increases were:
Realizations of $8.7$2.2 billion primarily related to:
$4.61.4 billion related to funds we manage in the private equity segment primarily consisting of distributions from Fund VI and other traditional private equity funds of $0.7 billion and $0.3 billion, respectively;
$0.5 billion related to funds we manage in the credit segment primarily consisting of distributions throughout the platform; and
$0.3 billion related to funds we manage in the real assets segment.
Total AUM was $311.9 billion at June 30, 2019, an increase of $1.3$31.6 billion, $0.9or 11.3%, compared to $280.3 billion $1.1at December 31, 2018. The net increase was primarily due to:

Net flows of $31.3 billion primarily related to:
a $25.6 billion increase related to funds we manage in the credit segment primarily consisting of (i) an increase in AUM relating to Athene of $9.5 billion as a result of portfolio company activity, (ii) an increase in AUM in the advisory and other category as a result of the acquisition of Aspen Insurance Holdings Limited and Athora’s acquisition of Generali Belgium, which added approximately $7.5 billion and $1.1$6.5 billion from Apollo Credit Opportunity Fund III, L.P. (“COF III”), Apollo European Principal Finance Fund II, L.P. (“EPF II”), other drawdownof AUM, respectively, and (iii) subscriptions of $4.0 billion across our corporate credit funds; these increases were offset by net segment transfers of $2.6 billion;
a $3.0 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $2.6 billion; and
a $2.7 billion increase related to funds we manage in the private equity segment consisting of subscriptions of $2.6 billion primarily related to certain traditional private equity fund co-investments and liquid/performingcertain hybrid capital funds respectively;of $1.4 billion and $0.8 billion, respectively.
Market activity of $4.2 billion primarily related to $1.9 billion and $1.9 billion of appreciation in the funds we manage in the credit and private equity segments, respectively.
Offsetting these increases were:
Realizations of $3.9 billion primarily related to:
$3.12.6 billion related to funds we manage in the private equity segment primarily consisting of distributions of $1.7$1.1 billion, $0.5$0.6 billion and $0.5$0.4 billion from Fund VI, Fund VIII Fund VI and Natural Resourcescertain hybrid capital funds, respectively;
$0.7 billion related to funds we manage in the credit segment primarily consisting of distributions from our direct origination funds; and

$0.90.7 billion related to funds we manage in the real assets segment primarily consisting of distributions of $0.7 billion from our real estate debtprincipal finance funds.
The following tables summarize changes in Fee-Generating AUM for each of Apollo’s three segments:
For the Three Months Ended September 30,For the Three Months Ended June 30,
2018 20172019 2018
Credit Private Equity Real Assets Total Credit Private Equity Real Assets TotalCredit Private Equity Real Assets Total Credit Private Equity Real Assets Total
  
Change in Fee-Generating AUM(1):
Change in Fee-Generating AUM(1):
              
Change in Fee-Generating AUM(1):
              
Beginning of Period$147,511
 $44,449
 $10,275
 $202,235
 $121,271
 $30,011
 $9,672
 $160,954
$156,860
 $46,372
 $25,033
 $228,265
 $116,722
 $47,519
 $18,226
 $182,467
Inflows3,766
 277
 1,175
 5,218
 6,699
 71
 252
 7,022
9,184
 1,190
 1,467
 11,841
 21,721
 1,118
 4,242
 27,081
Outflows(2)
(3,192) (528) (52) (3,772) (1,418) (32) (349) (1,799)(3,548) (206) (473) (4,227) (5,203) (362) 
 (5,565)
Net Flows574
 (251) 1,123
 1,446
 5,281
 39
 (97) 5,223
5,636
 984
 994
 7,614
 16,518
 756
 4,242
 21,516
Realizations(307) (233) (189) (729) (533) 
 (300) (833)(177) (317) (164) (658) (242) (438) (586) (1,266)
Market Activity(3)
548
 42
 67
 657
 888
 17
 9
 914
770
 43
 102
 915
 (396) (2) (84) (482)
End of Period$148,326
 $44,007
 $11,276
 $203,609
 $126,907
 $30,067
 $9,284
 $166,258
$163,089
 $47,082
 $25,965
 $236,136
 $132,602
 $47,835
 $21,798
 $202,235
(1)At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
(2)Outflows for Fee-Generating AUM include redemptions of $1.3$1.5 billion and $191.3$135.2 million during the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively.
(3)Includes foreign exchange impacts of $(245.9)$96.8 million, $(0.8)$(2.4) million and $(20.8)$27.4 million for credit, private equity and real assets, respectively, during the three months ended SeptemberJune 30, 2018,2019, and foreign exchange impacts of $443.0$(730.4) million, $(19.6) million and $25.6$(138.3) million for credit, private equity and real assets, respectively, during the three months ended SeptemberJune 30, 2017.2018.

For the Nine Months Ended September 30,For the Six Months Ended June 30,
2018 20172019 2018
Credit Private Equity Real Assets Total Credit Private Equity Real Assets TotalCredit Private Equity Real Assets Total Credit Private Equity Real Assets Total
(in millions)(in millions)
Change in Fee-Generating AUM(1):
Change in Fee-Generating AUM(1):
              
Change in Fee-Generating AUM(1):
              
Beginning of Period$130,150
 $29,792
 $9,023
 $168,965
 $111,781
 $30,722
 $8,295
 $150,798
$144,071
 $46,633
 $23,663
 $214,367
 $116,352
 $34,063
 $18,550
 $168,965
Inflows28,558
 24,869
 2,634
 56,061
 18,194
 303
 2,082
 20,579
23,529
 1,323
 2,947
 27,799
 24,738
 24,647
 4,243
 53,628
Outflows(2)
(8,835) (10,088) (52) (18,975) (4,601) (557) (364) (5,522)(5,752) (433) (483) (6,668) (7,545) (10,443) 
 (17,988)
Net Flows19,723
 14,781
 2,582
 37,086
 13,593
 (254) 1,718
 15,057
17,777
 890
 2,464
 21,131
 17,193
 14,204
 4,243
 35,640
Realizations(2,225) (631) (490) (3,346) (1,180) (503) (889) (2,572)(279) (511) (285) (1,075) (1,130) (455) (1,031) (2,616)
Market Activity(3)
678
 65
 161
 904
 2,713
 102
 160
 2,975
1,520
 70
 123
 1,713
 187
 23
 36
 246
End of Period$148,326
 $44,007
 $11,276
 $203,609
 $126,907
 $30,067
 $9,284
 $166,258
$163,089
 $47,082
 $25,965
 $236,136
 $132,602
 $47,835
 $21,798
 $202,235
(1)At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
(2)Outflows for Fee-Generating AUM include redemptions of $1.6$2.0 billion and $570.3$307.3 million during the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively.
(3)Includes foreign exchange impacts of $(686.0)$(46.1) million, $(1.1)$(2.4) million and $(15.3)$(5.2) million for credit, private equity and real assets, respectively, during the ninesix months ended SeptemberJune 30, 2018,2019, and foreign exchange impacts of $1.3 billion$(374.1) million, $(8.2) million and $64.7$(52.5) million for credit, private equity and real assets, respectively, during the ninesix months ended SeptemberJune 30, 2017.2018.
Total Fee-Generating AUM was $203.6 billion at September 30, 2018, an increase of $1.4 billion or 0.7%, compared to $202.2$236.1 billion at June 30, 2018.2019, an increase of $7.9 billion or 3.5%, compared to $228.3 billion at March 31, 2019. The net increase was primarily due to:
Net flows of $1.4$7.6 billion primarily related to:
a $1.1 billion increase related to funds we manage in the real assets segment primarily consisting of $0.6 billion of net segment transfers and the acquisition of management contracts for India-based funds of $0.3 million;

a $0.6$5.6 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $5.5 billion driven by portfolio company activity and an increase relating to fee-generating capital deployment of $1.5 billion and subscriptions of $1.3 billion related to our liquid/performing funds,billion; these increases were partially offset by redemptionsnet segment transfers of $1.3$0.9 billion and fee-generating capital reduction of $0.9 billion;
a $1.0 billion increase related to funds we manage in the real assets segment primarily consisting of $1.0 billion of net segment transfers; and
a $0.3$1.0 billion decreaseincrease related to funds we manage in the private equity segment primarily consisting of fee-generating capital reductiondeployment of $0.5$1.2 billion.
Market activity of $0.7$0.9 billion primarily related to $0.5$0.8 billion of appreciation in the funds we manage in the credit segment.
Offsetting these increases were:
Realizations of $0.7 billion primarily related to:
$0.3 billion related to funds we manage in the credit segment primarily driven by distributions of $0.2 billion related to EPF II; and
$0.2 billion related to funds we manage in the private equity segment primarily driven by distributions from our traditional private equity funds.
Total Fee-Generating AUM was $203.6$236.1 billion at SeptemberJune 30, 2018,2019, an increase of $34.6$21.8 billion or 20.5%10.2%, compared to $169.0$214.4 billion at December 31, 2017.2018. The net increase was primarily due to:
Net flows of $37.1$21.1 billion primarily related to:
a $19.7$17.8 billion increase related to funds we manage in the credit segment primarily consisting of (i) an increase in AUM relating to Athene of $22.7$9.5 billion as a result of its completionportfolio company activity, (ii) an increase in AUM in advisory and other as a result of the reinsurance transactionAthora’s acquisition of the fixed annuity businessGenerali Belgium, which added approximately $6.5 billion of Voya FinancialAUM and subscriptions(iii) an increase relating to fee-generating capital deployment of $2.5 billion related to our liquid/performing funds,$2.6 billion; these increases were partially offset by fee-generating capital reduction of $3.2$1.5 billion;
a $14.8 billion increase related to funds we manage in the private equity segment primarily consisting of an increase of $23.5 billion relating to the commencement of Fund IX’s investment period, offset by a fee basis adjustment of $5.7 billion in Fund VIII related to the commencement of Fund IX’s investment period and a decrease of $2.8 billion relating to the termination of the management fee with respect to Fund VI; and
a $2.6$2.5 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.2$2.1 billion $0.6and $0.5 billion of capital raised for real estate equity funds and the acquisition of management contracts for India-based funds of $0.3 billion.
Market activity of $0.9 billionfee-generating deployment primarily related to $0.7 billion of appreciation in the funds we manage in the credit segment.certain infrastructure funds; and
Offsetting these increases were:
Realizations of $3.3 billion primarily related to:
$2.2 billion related to funds we manage in the credit segment primarily driven by distributions from EPF II and a strategic investment account of $0.9 billion and $0.8 billion, respectively; and
$0.6 billionincrease related to funds we manage in the private equity segment drivenprimarily consisting of fee-generating capital deployment of $1.3 billion, offset by distributions from Fund VIII and Fund VIIfee-generating capital reduction of $0.4$0.3 billion.
Market activity of $1.7 billion and $0.1primarily related to:
a $1.5 billion respectively.increase related to funds we manage in the credit segment as a result of appreciation across our corporate credit funds.

Capital Deployed and Uncalled Commitments
Capital deployed is the aggregate amount of capital that has been invested during a given period by our drawdowncommitment-based funds, SIAs that have a defined maturity date and funds and SIAs in our real estate debt strategy. Uncalled commitments, by contrast, represents unfunded capital commitments that certain of Apollo’s funds and SIAs have received from fund investors to fund future or current fund investments and expenses.
Capital deployed and uncalled commitments are indicative of the pace and magnitude of fund capital that is deployed or will be deployed, and which therefore could result in future revenues that include management fees, transaction fees and incentive incomeperformance fees to the extent they are fee-generating. Capital deployed and uncalled commitments can also give rise to future costs that are related to the hiring of additional resources to manage and account for the additional capital that is deployed or will be deployed. Management uses capital deployed and uncalled commitments as key operating metrics since we believe the results measure our fund’s investment activities.

Capital Deployed
The following table summarizes by segment the capital deployed for funds and SIAs with a defined maturity date and certain funds and SIAs in Apollo’s real estate debt strategy:by segment:
For the Three Months Ended September 30, For the Nine Months Ended September 30,For the Three Months Ended June 30, For the Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
(in millions) (in millions)(in millions) (in millions)
Credit$814
 $1,430
 $2,938
 $3,577
$1,837
 $897
 $2,746
 $1,501
Private Equity399
 1,129
 3,254
 3,417
2,540
 1,746
 5,655
 3,168
Real Assets(1)
1,034
 712
 4,193
 2,324
821
 783
 1,076
 973
Total capital deployed$2,247
 $3,271
 $10,385
 $9,318
$5,198
 $3,426
 $9,477
 $5,642
(1)Included in capital deployed is $1.0 billion and $3.5 billion for the three and nine months ended September 30, 2018, respectively, and $690 million and $2.2 billion for the three and nine months ended September 30, 2017, respectively, related to real estate debt funds managed by Apollo.
Uncalled Commitments
The following table summarizes the uncalled commitments by segment:
As of
September 30, 2018
 As of
December 31, 2017
As of
June 30, 2019
 As of
December 31, 2018
(in millions)(in millions)
Credit$16,335
 $15,225
$8,317
 $8,066
Private Equity37,105
 36,810
38,798
 41,585
Real Assets1,527
 1,074
5,388
 5,980
Total uncalled commitments(1)
$54,967
 $53,109
$52,503
 $55,631
(1)As of SeptemberJune 30, 20182019 and December 31, 2017, $48.22018, $44.4 billion and $47.6$48.5 billion, respectively, represented the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of the funds, partnerships and accounts we manage. These amounts exclude uncalled commitments which can only be called for fund fees and expenses.
The Historical Investment Performance of Our Funds
Below we present information relating to the historical performance of our funds, including certain legacy Apollo funds that do not have a meaningful amount of unrealized investments, and in respect of which the general partner interest has not been contributed to us.
When considering the data presented below, you should note that the historical results of our funds are not indicative of the future results that you should expect from such funds, from any future funds we may raise or from your investment in our Class A shares.
An investment in our Class A shares is not an investment in any of the Apollo funds, and the assets and revenues of our funds are not directly available to us. The historical and potential future returns of the funds we manage are not directly linked to returns on our Class A shares. Therefore, you should not conclude that continued positive performance of the funds we manage will necessarily result in positive returns on an investment in our Class A shares. However, poor performance of the funds that we manage would cause a decline in our revenue from such funds, and would therefore have a negative effect on our performance and in all likelihood the value of our Class A shares.

Moreover, the historical returns of our funds should not be considered indicative of the future results you should expect from such funds or from any future funds we may raise. There can be no assurance that any Apollo fund will continue to achieve the same results in the future.
Finally, our private equity IRRs have historically varied greatly from fund to fund. For example, Fund IV generated a 12% gross IRR and a 9% net IRR since its inception through SeptemberJune 30, 2018,2019, while Fund V generated a 61% gross IRR and a 44% net IRR since its inception through SeptemberJune 30, 2018.2019. Accordingly, the IRR going forward for any current or future fund may vary considerably from the historical IRR generated by any particular fund, or for our private equity funds as a whole. Future

returns will also be affected by the applicable risks, including risks of the industries and businesses in which a particular fund invests. See “Item 1A. Risk Factors—Risks Related to Our Businesses—The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our Class A shares and our Preferred shares” in the 20172018 Annual Report.
Investment Record
The following table summarizes the investment record by segment of Apollo’s significant drawdowncommitment-based funds and SIAs that have a defined maturity date in which investors make a commitment to provide capital at the formation of such funds and deliver capital when called as investment opportunities become available. The funds included in the investment record table below have greater than $500 million of AUM and/or form part of a flagship series of funds. The SIAs included in the investment record table below have greater than $200 million of AUM and did not predominantly invest in other Apollo funds or SIAs.
All amounts are as of SeptemberJune 30, 20182019, unless otherwise noted:
($ in millions)
Vintage
Year
(1)
 Total AUM Committed
Capital
 
Total Invested Capital(1)
 
Realized Value(1)
 
Remaining Cost(1)
 
Unrealized Value(1)
 
Total Value(1)
 
Gross
IRR
(1)
 
Net
IRR
(1)
 Vintage
Year
 Total AUM Committed
Capital
 Total Invested Capital Realized Value Remaining Cost Unrealized Value Total Value Gross
IRR
 Net
IRR
 
Private Equity:                                      
Fund IX2018 $24,927
 $24,729
 NM
(2) 
NM
(2) 
NM
(2) 
NM
(2) 
NM
(2) 
NM
(2) 
NM
(2) 
2018 $24,522
 $24,729
 $2,081
 $
 $2,081
 $2,182
 $2,182
 NM
(1) 
NM
(1) 
Fund VIII2013 21,434
 18,377
 $14,716
 $5,179
 $12,034
 $17,136
 $22,315
 23% 16% 2013 20,499
 18,377
 15,760
 5,859
 12,827
 17,025
 22,884
 17% 12% 
Fund VII2008 5,452
 14,677
 16,198
 30,482
 3,254
 3,170
 33,652
 34
 25
 2008 4,162
 14,677
 16,461
 31,087
 2,912
 2,162
 33,249
 33
 25
 
Fund VI2006 2,739
 10,136
 12,457
 19,118
 2,389
 2,124
 21,242
 12
 9
 2006 640
 10,136
 12,457
 21,102
 405
 28
 21,130
 12
 9
 
Fund V2001 297
 3,742
 5,192
 12,711
 124
 41
 12,752
 61
 44
 2001 261
 3,742
 5,192
 12,715
 120
 6
 12,721
 61
 44
 
Fund I, II, III, IV & MIA(3)(2)
Various 14
 7,320
 8,753
 17,400
 
 
 17,400
 39
 26
 Various 13
 7,320
 8,753
 17,400
 
 
 17,400
 39
 26
 
Traditional Private Equity Funds(4)(3)
 $54,863
 $78,981
 $57,316
 $84,890
 $17,801
 $22,471
 $107,361
 39% 25%  $50,097
 $78,981
 $60,704
 $88,163
 $18,345
 $21,403
 $109,566
 39% 25% 
ANRP II2016 3,379
 3,454
 1,828
 799
 1,480
 1,718
 2,517
 37
 21
 2016 3,450
 3,454
 2,128
 849
 1,754
 2,113
 2,962
 29
 16
 
ANRP I2012 845
 1,323
 1,114
 935
 648
 584
 1,519
 10
 7
 2012 637
 1,323
 1,144
 968
 655
 411
 1,379
 6
 2
 
AION2013 695
 826
 480
 258
 298
 365
 623
 15
 5
 2013 779
 826
 668
 288
 471
 638
 926
 19
 9
 
Hybrid Value Fund2018 2,370
 2,373
 114
 
 114
 115
 115
 NM
(2) 
NM
(2) 
2019 3,230
 3,238
 530
 7
 530
 534
 541
 NM
(1) 
NM
(1) 
Total Private Equity(9)
 $62,152
 $86,957
 $60,852
 $86,882
 $20,341
 $25,253
 $112,135
      $58,193
 $87,822
 $65,174
 $90,275
 $21,755
 $25,099
 $115,374
     
Credit:                                      
Credit Opportunity Funds                   
COF III2014 $1,884
 $3,426
 $5,045
 $4,004
 $1,324
 $1,210
 $5,214
 2% 1% 
COF II2008 57
 1,583
 2,176
 3,136
 39
 47
 3,183
 14
 11
 
COF I2008 334
 1,485
 1,611
 4,336
 38
 64
 4,400
 30
 27
 
European Principal Finance Funds                   
EPF III(5)
2017 4,461
 4,561
 964
 4
 959
 979
 983
 NM
(2) 
NM
(2) 
EPF II(5)
2012 2,222
 3,474
 3,521
 3,800
 1,117
 1,414
 5,214
 17
 11
 
EPF I(5)
2007 253
 1,503
 1,975
 3,307
 
 12
 3,319
 23
 17
 
Structured Credit Funds                                      
FCI III2017 2,782
 1,906
 1,702
 550
 1,432
 1,657
 2,207
 NM
(2) 
NM
(2) 
2017 $2,628
 $1,906
 $2,265
 $781
 $1,888
 $2,031
 $2,812
 NM
(1) 
NM
(1) 
FCI II2013 2,437
 1,555
 2,446
 1,223
 1,809
 1,812
 3,035
 11
 8
 2013 2,248
 1,555
 2,643
 1,572
 1,718
 1,640
 3,212
 9% 5% 
FCI I2012 808
 559
 1,475
 1,352
 698
 657
 2,009
 14
 11
 2012 403
 559
 1,516
 1,968
 
 
 1,968
 11
 9
 
SCRF IV (12)
2017 2,155
 2,230
 1,390
 363
 1,145
 1,449
 1,812
 NM
(2) 
NM
(2) 
SCRF IV (6)
2017 2,928
 2,502
 2,795
 1,087
 1,955
 2,021
 3,108
 NM
(1) 
NM
(1) 
SCRF III2015 
 1,238
 2,110
 2,428
 
 
 2,428
 18
 14
 2015 
 1,238
 2,110
 2,428
 
 
 2,428
 18
 14
 
SCRF II2012 
 104
 467
 528
 
 
 528
 15
 12
 2012 
 104
 467
 528
 
 
 528
 15
 12
 
SCRF I2008 
 118
 240
 357
 
 
 357
 33
 26
 2008 
 118
 240
 357
 
 
 357
 33
 26
 
Other Drawdown Funds & SIAs(6)
Various 7,138
 10,094
 10,103
 10,041
 2,265
 2,191
 12,232
 9
 7
 
Total Credit(10)
 $24,531
 $33,836

$35,225
 $35,429
 $10,826
 $11,492
 $46,921
     
Total Credit $8,207
 $7,982

$12,036
 $8,721
 $5,561
 $5,692
 $14,413
     
Real Assets:                                      
U.S. RE Fund II(7)
2016 $1,065
 $975
 $562
 $345
 $413
 $462
 $807
 20% 17% 
U.S. RE Fund I(7)
2012 452
 652
 635
 662
 240
 297
 959
 15
 12
 
AGRE Debt Fund I(13)
2011 808
 2,178
 2,181
 1,593
 845
 799
 2,392
 9
 7
 
CPI Funds(8)
Various 381
 4,973
 2,570
 2,648
 259
 53
 2,701
 14
 11
 
Asia RE Fund(7)
2017 620
 708
 299
 204
 151
 158
 362
 15
 12
 
Total Real Assets(11)
 $3,326
 $9,486
 $6,247
 $5,452
 $1,908
 $1,769
 $7,221
     
European Principal Finance Funds                   
EPF III(4)
2017 $4,575
 $4,531
 $2,040
 $22
 $2,018
 $2,171
 $2,193
 NM
(1) 
NM
(1) 
EPF II(4)
2012 1,822
 3,454
 3,486
 4,070
 870
 978
 5,048
 16% 9% 
EPF I(4)
2007 240
 1,473
 1,936
 3,251
 
 10
 3,261
 23
 17
 
U.S. RE Fund II(5)
2016 1,206
 1,233
 806
 371
 588
 706
 1,077
 17
 14
 
U.S. RE Fund I(5)
2012 348
 650
 633
 693
 232
 256
 949
 14
 11
 
Asia RE Fund(5)
2017 642
 709
 338
 200
 184
 236
 436
 20
 14
 
Infrastructure Equity Fund2018 944
 897
 768
 80
 713
 750
 830
 NM
(1) 
NM
(1) 
Total Real Assets $9,777
 $12,947
 $10,007
 $8,687
 $4,605
 $5,107
 $13,794
     
(1)Refer to the definitions of Vintage Year, Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value, Total Value, Gross IRR and Net IRR described elsewhere in this report.
(2)Data has not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such information was deemed not meaningful.

(3)(2)The general partners and managers of Funds I, II and MIA, as well as the general partner of Fund III, were excluded assets in connection with the 2007 Reorganization. As a result, Apollo did not receive the economics associated with these entities. The investment performance of these funds, combined with Fund IV, is presented to illustrate fund performance associated with Apollo’s Managing Partners and other investment professionals.
(4)(3)Total IRR is calculated based on total cash flows for all funds presented.
(5)(4)Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.16$1.14 as of SeptemberJune 30, 2018.2019.
(6)Amounts presented have been aggregated for (i) drawdown funds with AUM greater than $500 million that do not form part of a flagship series of funds and (ii) SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs. Certain SIAs’ historical figures are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.16 as of September 30, 2018. Additionally, certain SIAs totaling $1.7 billion of AUM have been excluded from Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value and Total Value. These SIAs have an open ended life and a significant turnover in their portfolio assets due to the ability to recycle capital. These SIAs had $10.6 billion of Total Invested Capital through September 30, 2018.
(7)(5)
U.S. RE Fund I, U.S. RE Fund II and Asia RE Fund had $156$154 million, $390761 million and $365$366 million of co-investment commitments raised as of SeptemberJune 30, 2018,2019, respectively, which are included in the figures in the table. A co-invest entity within U.S. RE Fund I is denominated in GBPpound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.30$1.27 as of SeptemberJune 30, 2018.2019.
(8)As part of the acquisition of Citi Property Investors (“CPI”), Apollo acquired general partner interests in fully invested funds. CPI Funds refers to CPI Capital Partners North America, CPI Capital Partners Asia Pacific, CPI Capital Partners Europe and other CPI funds or individual investments of which Apollo is not the general partner or manager and only receives fees pursuant to either a sub-advisory agreement or an investment management and administrative agreement. For CPI Capital Partners North America, CPI Capital Partners Asia Pacific and CPI Capital Partners Europe, the gross and net IRRs are presented in the investment record table since acquisition on November 12, 2010. The aggregate net IRR for these funds from their inception to September 30, 2018 was (2)%. This net IRR was 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.
(9)Private equity co-investment vehicles, and funds with AUM less than $500 million have been excluded. These co-investment vehicles and funds had $10.0 billion of aggregate AUM as of September 30, 2018.
(10)Certain credit funds and SIAs with AUM less than $500 million and $200 million, respectively, have been excluded. These funds and SIAs had $2.5 billion of aggregate AUM as of September 30, 2018.
(11)Certain accounts owned by or related to Athene, certain co-investment vehicles and certain funds with AUM less than $500 million have been excluded. These accounts, co-investment vehicles and funds had $6.8 billion of aggregate AUM as of September 30, 2018.
(12)(6)Remaining cost for certain of our credit funds may include physical cash called, invested or reserved for certain levered investments.
(13)The investor in this U.S. Dollar denominated fund has chosen to make contributions and receive distributions in the local currency of each underlying investment. As a result, Apollo has not entered into foreign currency hedges for this fund and the returns presented include the impact of foreign currency gains or losses. The investor’s gross and net IRR, before the impact of foreign currency gains or losses, from the fund’s inception to September 30, 2018 was 10% and 9%, respectively.
Private Equity
The following table summarizes the investment record for distressed investments made in our traditional private equity fund portfolios, since the Company’s inception. All amounts are as of SeptemberJune 30, 2018:2019:
Total Invested
Capital
 Total Value Gross IRRTotal Invested Capital Total Value Gross IRR
(in millions)  (in millions)  
Distressed for Control$7,890
 $19,150
 29%$7,915
 $19,109
 29%
Non-Control Distressed5,416
 8,424
 71
5,416
 8,460
 71
Total13,306
 27,574
 49
13,331
 27,569
 49
Corporate Carve-outs, Opportunistic Buyouts and Other Credit(1)
44,010
 79,787
 22
47,373
 81,997
 21
Total$57,316
 $107,361
 39%$60,704
 $109,566
 39%
(1)Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.

The following tables provide additional detail on the composition of the Fund VIII, Fund VII and Fund VI private equity portfolios based on investment strategy. Amounts for Fund I, II, III, IV, V and VIX are included in the table above but not presented below as their remaining value is less than $100 million, or the fund has been liquidated.liquidated or the fund commenced investing capital less than 24 months prior to June 30, 2019 and such information was deemed not meaningful. All amounts are as of SeptemberJune 30, 2018:2019:
Fund VIII(1) 
Total Invested
Capital
 Total ValueTotal Invested Capital Total Value
(in millions)(in millions)
Corporate Carve-outs$2,402

$4,379
$2,673

$5,225
Opportunistic Buyouts11,794

17,089
12,543

16,810
Distressed520

847
544

849
Total$14,716
 $22,315
$15,760
 $22,884
Fund VII(1) 
Total Invested
Capital
 Total ValueTotal Invested Capital Total Value
(in millions)(in millions)
Corporate Carve-outs$2,277

$4,247
$2,540

$3,906
Opportunistic Buyouts4,338

10,617
4,338

10,642
Distressed/Other Credit(2)
9,583

18,788
9,583

18,701
Total$16,198
 $33,652
$16,461
 $33,249

Fund VI
Total Invested
Capital
 Total ValueTotal Invested Capital Total Value
(in millions)(in millions)
Corporate Carve-outs$3,397

$5,842
$3,397

$5,900
Opportunistic Buyouts6,374

10,422
6,374

10,254
Distressed/Other Credit(2)
2,686

4,978
2,686

4,976
Total$12,457
 $21,242
$12,457
 $21,130
(1)Committed capital less unfunded capital commitments for Fund VIII and Fund VII was $14.3$15.5 billion and $14.1$14.4 billion, respectively, which represents capital commitments from limited partners to invest in such funds less capital that is available for investment or reinvestment subject to the provisions of the applicable limited partnership agreement or other governing agreements.
(2)The distressed investment strategy includes distressed for control, non-control distressed and other credit.
During the recovery and expansionary periods of 1994 through 2000 and late 2003 through the first half of 2007, our private equity funds invested or committed to invest approximately $13.7 billion primarily in traditional and corporate partner buyouts. During the recessionary periods of 1990 through 1993, 2001 through late 2003 and the recessionary and post recessionary periods (beginning the second half of 2007 through SeptemberJune 30, 2018)2019), our private equity funds have invested $49.0$53.4 billion, of which $19.0$19.7 billion was in distressed buyouts and debt investments when the debt securities of quality companies traded at deep discounts to par value. Our average entry multiple for Fund VIII, VII and VI was 5.7x, 6.1x and 7.7x, respectively, as of SeptemberJune 30, 2018.2019. Our average entry multiple for a private equity fund is the average of the total enterprise value over an applicable adjusted earnings before interest, taxes, depreciation and amortization which may incorporate certain adjustments based on the investment team’s estimate and we believe captures the true economics of our funds’ investments in portfolio companies. The average entry multiple of actively investing funds may include committed investments not yet closed.

Credit
The following table presents the AUM and gross and net returns information for Apollo’s credit segment by category type:
 As of September 30, 2018 
Gross Returns(1)
 
Net Returns(1)
CategoryAUM Fee-Generating AUM Performance Fee-Eligible AUM 
Performance Fee-Generating AUM(2)
 For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018
 (in millions)        
Liquid/Performing(3)
$49,977
 $38,155
 $24,207
 $16,783
     1.7%     3.2%     1.6%     2.8%
Drawdown(4)
27,000
 14,881
 21,032
 7,998
 1.0 5.8 0.4 4.2
MidCap, AINV, AFT, AIF13,737
 13,191
 10,960
 10,569
 4.4 11.2 3.2 7.7
Athene Non-Sub-Advised(5)
78,351
 78,351
 
 
 N/A N/A N/A N/A
Athora Non-Sub-
Advised
(5)
6,040
 3,748
 1,930
 
 N/A N/A N/A N/A
Advisory7,535
 
 
 
 N/A N/A N/A N/A
Total Credit$182,640
 $148,326
 $58,129
 $35,350
   1.7%   4.3%   1.4%   3.5%
(1)The gross and net returns for the three and nine months ended September 30, 2018 for total credit excludes assets managed by AAM that are not directly invested in Apollo funds and investment vehicles or sub-advised by Apollo.
(2)As of September 30, 2018, $4.7 billion of the performance-fee generating AUM is currently above its hurdle rate or preferred return, but in accordance with the adoption of the revenue recognition standard effective January 1, 2018, recognition of performance fees associated with such performance-fee generating AUM has been deferred to future periods when the fees are probable to not be significantly reversed.
(3)Liquid/Performing AUM includes $13.2 billion of CLOs, $8.8 billion of which Apollo earns fees based on gross assets and $4.4 billion of which Apollo earns fees based on net equity.
(4)As of September 30, 2018, significant drawdown funds and SIAs had inception-to-date gross and net IRRs of 15.6% and 11.8%, respectively. Significant drawdown funds and SIAs include funds and SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs.
(5)Athene Non-Sub-Advised and Athora Non-Sub Advised reflects total combined AUM of $107.0 billion less $22.6 billion of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo included within other asset categories.
Liquid/Performing
The following table summarizes the investment record for funds in the liquid/performing category within Apollo’s credit segment. The significant funds included in the investment record table below have greater than $200 million of AUM and do not predominantly invest in other Apollo funds or SIAs.
     Net Returns
 Vintage
Year
 Total AUM For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017
Credit:  (in millions)        
Hedge Funds(1)
Various $7,036
 2% 4% 1% 4%
CLOs(2)
Various 13,221
 2
 4
 1
 3
SIAs / OtherVarious 29,720
 1
 2
 2
 6
Total  $49,977
        
(1)Hedge Funds primarily includes Apollo Credit Strategies Master Fund Ltd. and Apollo Credit Master Fund Ltd.
(2)CLO returns are calculated based on gross return on invested assets, which excludes cash. Included within Total AUM of CLOs is $4.4 billion of AUM related to a standalone, self-managed asset management business established in connection with risk-retention rules, from which Apollo earns investment-related service fees, but for which Apollo does not provide management or advisory services. CLO returns exclude performance related to this AUM.

 Gross Returns Net Returns
CategoryFor the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019 For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019
Corporate Credit    2.3%     6.4%     2.1%     5.8%
Structured Credit4.0
 8.4
 3.3
 6.9
Direct Origination3.3
 6.3
 2.6
 4.8
Permanent Capital
The following table summarizes the investment record for our permanent capital vehicles by segment, excluding Athene-related and Athora-related assets managed or advised by Athene Asset Management and AAME:
   
Total Returns(1)
   
Total Returns(1)
IPO Year(2)
 Total AUM For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017
IPO Year(2)
 Total AUM For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019 For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018
Credit: (in millions)         (in millions)        
MidCap(3)
N/A $8,423
 6 % 15% 3 % 9%N/A $9,064
 5% 8% 5 % 9%
AIF2013 385
 2  5
 2  11
2013 376
 3  12
 1  3
AFT2011 426
 
 4
 1  1
2011 404
 3  8
 (1) 4
AINV/Other(4)
2004 4,503
 
 4
 (2) 12
2004 5,304
 7  35
 10  4
Real Assets:                    
ARI2009 5,224
 6  % 10% 
 17%2009 5,662
 4 % 16% 4  % 4%
Total $18,961
         $20,810
        
(1)Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commission.
(2)An IPO year represents the year in which the vehicle commenced trading on a national securities exchange.

(3)
MidCap is not a publicly traded vehicle and therefore IPO year is not applicable. The returns presented are a gross return based on NAV. The net returns based on NAV were 4%3% and 2%3% for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, and 11%6% and 6% for the ninesix months ended SeptemberJune 30, 2019 and June 30, 2018, and September 30, 2017, respectively.
(4)
Included within Total AUM of AINVAINV/Other is $2.0$1.9 billion of AUM related to a non-traded business development company from which Apollo earns investment-related service fees, but for which Apollo does not provide management or advisory services. Net returns exclude performance related to this AUM.
Athene, Athora and SIAs
As of SeptemberJune 30, 2018, Apollo managed or advised $107.0 billion of total AUM in accounts owned by or related to Athene and Athora, of which approximately $22.6 billion was either sub-advised by Apollo or invested in Apollo funds and investment vehicles managed by Apollo. Of the approximately $22.6 billion of AUM, 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.
As of September 30, 2018,2019, Apollo managed approximately $23$26 billion of total AUM in SIAs, which include certain SIAs in the investment record tables above and capital deployed from certain SIAs across Apollo’s credit, private equity and real assets funds.
Overview of Results of Operations
Revenues
Advisoryand Transaction Fees, Net. As a result of providing advisory services with respect to actual and potential credit, private equity, and real assets investments, we are entitled to receive fees for transactions related to the acquisition and, in certain instances, disposition of portfolio companies as well as fees for ongoing monitoring of portfolio company operations and directors’ fees. We also receive advisory fees for advisory services provided to certain credit funds. In addition, monitoring fees are generated on certain structured portfolio company investments. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Such amounts are presented as a reduction to advisory and transaction fees, net, in the condensed consolidated statements of operations (see note 2 to our condensed consolidated financial statements for more detail on advisory and transaction fees, net).
The Management Fee Offsets are calculated for each fund as follows:
65%-100% for certain credit funds, gross advisory, transaction and other special fees;
65%-100% for private equity funds, gross advisory, transaction and other special fees; and
100%65%-100% for certain real assets funds, gross advisory, transaction and other special fees.

Management Fees. The significant growth of the assets we manage has had a positive effect on our revenues. Management fees are typically calculated based upon any of “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted costs of all unrealized portfolio investments,” “capital commitments,” “invested capital,” “adjusted assets,” “capital contributions,” or “stockholders’ equity,” each as defined in the applicable limited partnership agreement and/or management agreement of the unconsolidated funds.
Performance Fees. The general partners of our funds are entitled to an incentive return of normally up to 20% of the total returns of a fund’s capital, depending upon performance of the underlying funds and subject to preferred returns and high water marks, as applicable. Performance fees, categorized as performance allocations, are accounted for as an equity method investment, and effectively, the performance fees for any period isare based upon an assumed liquidation of the funds’ assets at the reporting date, and distribution of the net proceeds in accordance with the funds’ allocation provisions. Performance fees categorized as incentive fees, which are not accounted as an equity method investment, categorized as incentive fees, are deferred until fees are probable to not be significantly reversed. Prior to the adoption of the new revenue recognition guidance, incentive fees were recognized on an assumed liquidation basis. The majority of performance fees are comprised of performance allocations.
As of SeptemberJune 30, 2018,2019, approximately 56%53% of the value of our funds’ investments on a gross basis was determined using market-based valuation methods (i.e., reliance on broker or listed exchange quotes) and the remaining 44%47% was determined primarily by comparable company and industry multiples or discounted cash flow models. For our credit, private equity and real assets segments, the percentage determined using market-based valuation methods as of SeptemberJune 30, 20182019 was 69%75%, 32%19% and 39%17%, respectively. See “Item 1A. Risk Factors—Risks Related to Our Businesses—Our funds’ performance, and our performance, may be adversely affected by the financial performance of our funds’ portfolio companies and the industries in which our funds invest” in the 20172018 Annual Report for a discussion regarding certain industry-specific risks that could affect the fair value of our private equity funds’ portfolio company investments.
In our private equity funds, the Company does not earn performance fees until the investors in the fund have achieved cumulative investment returns on invested capital (including management fees and expenses) in excess of an 8% hurdle rate. Additionally, certain of our credit and real assets funds have various performance fee rates and hurdle rates. Certain of our credit and real assets funds allocate performance fees to the general partner in a similar manner as the private equity funds. In our private

equity, certain credit and real assets funds, so long as the investors achieve their priority returns, there is a catch-up formula whereby the Company earns a priority return for a portion of the return until the Company’s performance fees equate to its incentive fee rate for that fund; thereafter, the Company participates in returns from the fund at the performance fee rate. Performance fees, categorized as performance allocations, are subject to reversal to the extent that the performance fees distributed exceed the amount due to the general partner based on a fund’s cumulative investment returns. The Company recognizes potential repayment of previously received performance fees as a general partner obligation representing all amounts previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner obligation, however, would not become payable or realized until the end of a fund’s life or as otherwise set forth in the respective limited partnership agreement of the fund.

The table below presents an analysis of Apollo’s (i) performance fees receivable on an unconsolidated basis and (ii) realized and unrealized performance fees for Apollo’s combined segments:
 As of
September 30, 2018
 For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018
 Performance Fees Receivable on an Unconsolidated Basis Unrealized Performance Fees Realized Performance Fees Total Performance Fees Unrealized Performance Fees Realized Performance Fees Total Performance Fees
 (in thousands)
Private Equity:             
Fund VIII$793,898
 $17,836
 $71,328
 $89,164
 $(223,101) $205,212
 $(17,889)
Fund VII(1)
71,726
 (37,060) 588
 (36,472) 1,195
 6,679
 7,874
Fund VI(1)
39,675
 27,084
 784
 27,868
 (1,524) 2,441
 917
Fund IV and V
(3) 
(263) 
 (263) 688
 
 688
ANRP I and II(1)
38,532
(3) 
15,690
 312
 16,002
 (4,621) 8,113
 3,492
AAA/Other(2)
67,933
 5,718
 3,734
 9,452
 (175,872) 186,217
 10,345
Total Private Equity1,011,764
 29,005
 76,746
 105,751
 (403,235) 408,662
 5,427
Total Private Equity, net of profit sharing expense610,538
 20,468
 35,193
 55,661
 (280,519) 233,383
 (47,136)
Credit:             
Drawdown278,551
(3) 
(28,127) 15,493
 (12,634) (25,869) 73,774
 47,905
Liquid/Performing18,489
 5,747
 233
 5,980
 17,995
 10,766
 28,761
Permanent capital vehicles98,613
 17,484
 7,064
 24,548
 38,338
 18,104
 56,442
Total Credit395,653
 (4,896) 22,790
 17,894
 30,464
 102,644
 133,108
Total Credit, net of profit sharing expense125,576
 (3,487) 10,711
 7,224
 13,108
 46,857
 59,965
Real Assets:             
U.S. RE Fund I and II20,066
 2,581
 185
 2,766
 2,771
 1,448
 4,219
Other(2)
7,081
 (243) 374
 131
 (3,356) 5,039
 1,683
Total Real Assets27,147
 2,338
 559
 2,897
 (585) 6,487
 5,902
Total Real Assets, net of profit sharing expense13,856
 563
 11
 574
 (962) 3,293
 2,331
Total$1,434,564
 $26,447
 $100,095
 $126,542
 $(373,356) $517,793
 $144,437
Total, net of profit sharing expense$749,970
(4) 
$17,544
 $45,915
 $63,459
 $(268,373) $283,533
 $15,160
 As of
June 30, 2019
 For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019
 Performance Fees Receivable on an Unconsolidated Basis Unrealized Performance Fees Realized Performance Fees Total Performance Fees Unrealized Performance Fees Realized Performance Fees Total Performance Fees
 (in thousands)
Credit:             
Corporate Credit(1)
$57,797
 $20,823
 $4,139
 $24,962
 $51,079
 $7,466
 $58,545
Structured Credit175,512
 13,974
 16,882
 30,856
 36,516
 16,536
 53,052
Direct Origination96,093
 6,578
 6,270
 12,848
 13,459
 7,277
 20,736
Total Credit$329,402
 $41,375
 $27,291
 $68,666
 $101,054
 $31,279
 $132,333
Total Credit, net of profit sharing expense96,189
 23,476
 19,414
 42,890
 56,479
 19,884
 76,363
Private Equity:             
Fund VIII(2)
$622,949
 $113,408
 $10,054
 $123,462
 $181,754
 $67,533
 $249,287
Fund VII(1)(2)
224
 (43,653) 743
 (42,910) (23,237) 1,477
 (21,760)
Fund VI(2)
14,695
 7,408
 965
 8,373
 27,473
 1,919
 29,392
Fund IV and V(1)

 (655) 
 (655) (1,253) 
 (1,253)
ANRP I and II(1)(2)
53,876
 12,885
 330
 13,215
 19,703
 655
 20,358
Other(1)(3)
70,497
 4,124
 139
 4,263
 17,626
 1,103
 18,729
Total Private Equity$762,241
 $93,517
 $12,231
 $105,748
 $222,066
 $72,687
 $294,753
Total Private Equity, net of profit sharing expense461,157
 68,159
 8,142
 76,301
 145,351
 30,871
 176,222
Real Assets:             
Principal Finance$106,963
 $(9,101) $1,742
 $(7,359) $(15,217) $1,760
 $(13,457)
U.S. RE Fund I & II13,383
 (1,679) 1,446
 (233) (3,291) 1,645
 (1,646)
Infrastructure Equity Fund5,077
 2,393
 
 2,393
 5,077
 
 5,077
Other(3)
15,717
 3,174
 (114) 3,060
 4,373
 (325) 4,048
Total Real Assets$141,140
 $(5,213) $3,074
 $(2,139) $(9,058) $3,080
 $(5,978)
Total Real Assets, net of profit sharing expense79,483
 (2,755) 1,734
 (1,021) (4,329) 1,846
 (2,483)
Total$1,232,783
 $129,679
 $42,596
 $172,275
 $314,062
 $107,046
 $421,108
Total, net of profit sharing expense(4)
$636,829
 $88,880
 $29,290
 $118,170
 $197,501
 $52,601
 $250,102
(1)
As of SeptemberJune 30, 2018, the remaining investments and escrow cash of Fund VII, Fund VI and ANRP II were valued at 93%, 90% and 108% of the fund’s unreturned capital, respectively, which were below the required escrow ratio of 115%. As a result, these funds are required to place in escrow current and future performance fees distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation. As of September 30, 2018, Fund VII had $128.5 million of gross performance fees, or $73.1 million net of profit sharing, in escrow. As of September 30, 2018, Fund VI had $167.6 million of gross performance fees, or $112.4 million net of profit sharing, in escrow. As of September 30, 2018, ANRP II had $18.4 million of gross performance fees, or $11.2 million net of profit sharing, in escrow. With respect to Fund VII, Fund VI and ANRP II, realized performance fees currently distributed to the general partner is limited to potential tax distributions and interest on escrow balances per the funds’ partnership agreements.
(2)The nine months ended September 30, 2018 includes realized performance fees of $169.9 million, or $123.3 million net of profit sharing expense from AAA, settled in the form of Athene Holding shares. Other includes certain SIAs.
(3)As of September 30, 2018,2019, certain credit funds, and private equity funds and real assets funds had $41.1$0.3 million, $147.1 million and $41.7$0.5 million, respectively, in general partner obligations to return previously distributed performance fees. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations for certain credit funds, and certain private equity funds and real assets funds was $297.4$1.6 million, $1,182.1 million and $247.7$2.0 million respectively, as of SeptemberJune 30, 2018.2019.
(2)As of June 30, 2019, the remaining investments and escrow cash of Fund VIII were valued at 125% of the fund’s unreturned capital, which was above the required escrow ratio of 115%. As of June 30, 2019, the remaining investments and escrow cash of Fund VII, Fund VI, ANRP I and ANRP II were valued at 73%, 37%, 62% and 112% of the fund’s unreturned capital, respectively, which were below the required escrow ratio of 115%. As a result, these funds are required to place in escrow current and future performance fee distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation. As of June 30, 2019, Fund VII had $128.5 million of gross performance fees, or $73.1 million net of profit sharing, in escrow. As of June 30, 2019, Fund VI had $167.6 million of gross performance fees, or $112.4 million net of profit sharing, in escrow. As of June 30, 2019, ANRP I had $40.2 million of gross performance fees, or $25.2 million net of profit sharing, in escrow. As of June 30, 2019, ANRP II had $18.4 million of gross performance fees, or $12.5 million net of profit sharing, in escrow. With respect to Fund VII, Fund VI, ANRP II and ANRP I, realized performance fees currently distributed to the general partner are limited to potential tax distributions and interest on escrow balances per the funds’ partnership agreements. Performance fees receivable as of June 30, 2019 and realized performance fees include interest earned on escrow balances that is not subject to contingent repayment.
(3)Other includes certain SIAs.
(4)There was a corresponding profit sharing payable of $684.6$596.0 million as of SeptemberJune 30, 2018,2019, including profit sharing payable related to amounts in escrow and a contingent consideration obligationobligations of $77.7$93.2 million.

The general partners of certain of our credit funds accrue performance fees, categorized as performance allocations, when the fair value of investments exceeds the cost basis of the individual investors’ investments in the fund, including any allocable share of expenses incurred in connection with such investments, which we refer to as “high water marks.” These high water marks are applied on an individual investor basis. Certain of our credit funds have investors with various high water marks, the achievement of which is subject to market conditions and investment performance.
Performance fees from our private equity funds and certain credit and real assets funds are subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative performance fees distributed from inception to date exceeds the amount computed as due to the general partner at the final distribution. These general partner obligations, if applicable, are included in due to related parties on the condensed consolidated statements of financial condition.

The following table summarizes our performance fees since inception for our combined segments through SeptemberJune 30, 2018:2019:
Performance Fees Since Inception(1)
Performance Fees Since Inception(1)
Undistributed by Fund and Recognized 
Distributed by Fund and Recognized(2)
 
Total Undistributed and Distributed by Fund and Recognized(3)
 
General Partner Obligation as of September 30, 2018(3)
 
Maximum Performance Fees Subject to Potential Reversal(4)
Undistributed by Fund and Recognized 
Distributed by Fund and Recognized(2)
 
Total Undistributed and Distributed by Fund and Recognized(3)
 
General Partner Obligation(3)
 
Maximum Performance Fees Subject to Potential Reversal(4)
(in millions)(in millions)
Credit:         
Corporate Credit$57.8
 $1,079.6
 $1,137.4
 $0.3
 $77.3
Structured Credit175.5
 143.5
 319.0
 
 141.7
Direct Origination96.1
 10.0
 106.1
 
 88.1
Total Credit329.4
 1,233.1
 1,562.5
 0.3
 307.1
Private Equity:                  
Fund VIII$793.9
 $422.3
 $1,216.2
 $
 $1,057.3
622.9
 498.1
 1,121.0
 
 918.9
Fund VII71.7
 3,126.7
 3,198.4
 
 618.2
0.2
 3,130.2
 3,130.4
 61.8
 421.6
Fund VI39.7
 1,658.9
 1,698.6
 
 1,149.9
14.7
 1,663.9
 1,678.6
 
 5.6
Fund IV and V
 2,053.1
 2,053.1
 24.1
 8.2

 2,053.1
 2,053.1
 30.5
 1.3
ANRP I and II38.5
 86.5
 125.0
 17.6
 67.5
53.9
 91.0
 144.9
 12.0
 71.8
AAA/Other67.9
 585.0
 652.9
 
 135.5
Other70.5
 707.4
 777.9
 42.8
 100.8
Total Private Equity1,011.7
 7,932.5
 8,944.2
 41.7
 3,036.6
762.2
 8,143.7
 8,905.9
 147.1
 1,520.0
Credit(5):
         
Drawdown278.6
 1,166.9
 1,445.5
 41.1
 465.0
Liquid/Performing18.5
 536.4
 554.9
 
 19.0
MidCap, AINV, AFT, AIF90.9
 
 90.9
 
 86.2
Total Credit388.0
 1,703.3
 2,091.3
 41.1
 570.2
Real Assets:                  
Principal Finance107.0
 375.5
 482.5
 
 236.9
U.S. RE Fund I and II20.1
 26.2
 46.3
 
 39.4
13.4
 27.8
 41.2
 0.5
 35.1
Other(6)
7.1
 26.4
 33.5
 
 18.9
Infrastructure Equity Fund5.1
 
 5.1
 
 5.1
Other(5)
15.7
 30.7
 46.4
 
 24.5
Total Real Assets27.2
 52.6
 79.8
 
 58.3
141.2
 434.0
 575.2
 0.5
 301.6
Total$1,426.9
 $9,688.4
 $11,115.3
 $82.8
 $3,665.1
$1,232.8
 $9,810.8
 $11,043.6
 $147.9
 $2,128.7
(1)Certain funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.16$1.14 as of SeptemberJune 30, 2018.2019. Certain funds are denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.27 as of June 30, 2019.
(2)Amounts in “Distributed by Fund and Recognized” for the CPI, Gulf Stream Asset Management, LLC (“Gulf Stream”) and Stone Tower funds and SIAs are presented for activity subsequent to the respective acquisition dates.
(3)Amounts were computed based on the fair value of fund investments on SeptemberJune 30, 2018.2019. Performance fees have been allocated to and recognized by the general partner. Based on the amount allocated, a portion is subject to potential reversal or, to the extent applicable, has been reduced by the general partner obligation to return previously distributed performance fees at SeptemberJune 30, 2018.2019. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund.
(4)Represents the amount of performance fees that would be reversed if remaining fund investments became worthless on SeptemberJune 30, 2018.2019. Amounts subject to potential reversal of performance fees include amounts undistributed by a fund (i.e., the performance fees receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes not subject to a general partner obligation to return previously distributed performance fees, except for those funds that are gross of taxes as defined in the respective funds’ governing documents.
(5)Amounts exclude AINV, as performance fees from this entity are not subject to contingent repayment.
(6)Other includes certain SIAs.

Expenses
Compensation and Benefits. Our most significant expense is compensation and benefits expense. This consists of fixed salary, discretionary and non-discretionary bonuses, profit sharing expense associated with the performance fees earned from credit, private equity, and real assets funds and compensation expense associated with the vesting of non-cash equity-based awards.
Our compensation arrangements with certain partners and employees contain a significant performance-based incentive component. Therefore, as our net revenues increase, our compensation costs also rise or can be lower when net revenues decrease. In addition, ourrise. Our compensation costs also reflect the increased investment in people as we expand geographically and create new funds.
In addition, certain professionals and selected other individuals have a profit sharing interest in the performance fees earned in relation to our private equity, certain credit and real assets funds in order to better align their interests with our own and

with those of the investors in these funds. Profit sharing expense is part of our compensation and benefits expense and is generally based upon a fixed percentage of credit, private equity and real assets performance fees. Profit sharing expense can reverse during periods when there is a decline in performance fees that were previously recognized. Profit sharing amounts are normally distributed to employees after the corresponding investment gains have been realized and generally before preferred returns are achieved for the investors. Therefore, changes in our unrealized performance fees have the same effect on our profit sharing expense. Profit sharing expense increases when unrealized performance fees increases. Realizations only impact profit sharing expense to the extent that the effects on investments have not been recognized previously. If losses on other investments within a fund are subsequently realized, the profit sharing amounts previously distributed are normally subject to a general partner obligation to return performance fees previously distributed back to the funds. This general partner obligation due to the funds would be realized only when the fund is liquidated, which generally occurs at the end of the fund’s term. However, indemnification obligations also exist for realized gains with respect to Fund IV, Fund V and Fund VI, which, although our Managing Partners and Contributing Partners would remain personally liable, may indemnify our Managing Partners and Contributing Partners for 17.5% to 100% of the previously distributed profits regardless of the fund’s future performance. See note 1314 to our condensed consolidated financial statements for further information regarding the Company’s indemnification liability.
Each Managing Partner receives $100,000 per year in base salary for services rendered to us. Additionally, our Managing Partners can receive other forms of compensation. In addition, AHL Awards (as defined in note 1112 to our condensed consolidated financial statements) and other equity-based compensation awards have been granted to the Company and certain employees, which amortize over the respective vesting periods. In addition, theThe Company grants equity awards to certain employees, including RSUs, restricted Class A shares and options, that generally vest and become exercisable in quarterly installments or annual installments depending on the contract terms over a period of three to six years. In some instances, vesting of an RSU is also subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense. See note 1112 to our condensed consolidated financial statements for further discussion of equity-based compensation.
Other Expenses. The balance of our other expenses includes interest, placement fees, and general, administrative and other operating expenses. Interest expense consists primarily of interest related to the 2013 AMH Credit Facilities, the 2018 AMH Credit Facility, the 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes, the 2039 Senior Secured Guaranteed Notes and the 2048 Senior Notes as discussed in note 910 to our condensed consolidated financial statements. Placement fees are incurred in connection with our capital raising activities. General, administrative and other expenses includes occupancy expense, depreciation and amortization, professional fees and costs related to travel, information technology and administration. Occupancy expense represents charges related to office leases and associated expenses, such as utilities and maintenance fees. Depreciation and amortization of fixed assets is normally calculated using the straight-line method over their estimated useful lives, ranging from two to sixteen years, taking into consideration any residual value. Leasehold improvements are amortized over the shorter of the useful life of the asset or the expected term of the lease. Intangible assets are amortized based on the future cash flows over the expected useful lives of the assets.
Other Income (Loss)
Net Gains (Losses) from Investment Activities. Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in our investment portfolio between the opening reporting date and the closing reporting date. Net unrealized gains (losses) are a result of changes in the fair value of unrealized investments and reversal of unrealized gains (losses) due to dispositions of investments during the reporting period. Significant judgment and estimation goes into the assumptions that drive these models and the actual values realized with respect to investments could be materially different from values obtained based on the use of those models. The valuation methodologies applied impact the reported value of investment company holdings and their underlying portfolios in our condensed consolidated financial statements.

Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses subsequent to consolidation are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations.
Other Income (Losses), Net. Other income (losses), net includes gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities, remeasurement of the tax receivable agreement liability related to the TCJA and other miscellaneous non-operating income and expenses.
Income Taxes. The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. federal income tax purposes. As a result, except as described below, the Apollo Operating Group has not been subject to U.S. income taxes. However, the U.S. entities, in some cases, are subject to New York City unincorporated business tax (“NYC UBT”), and non-U.S. entities, in some cases, are subject to non-U.S. corporate income taxes. In addition, certain consolidated entities are, or are treated as, corporations for U.S. and non-U.S. tax purposes and therefore subject to federal, state, local and foreign corporate income tax. The Company's provision for income taxes is accounted for in accordance with U.S. GAAP.

Significant judgment is required in determining the provision for income taxes and in evaluating income tax positions, including evaluating uncertainties. We recognize the income tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolutions of any related appeals or litigation, based on the technical merits of the positions. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits of the position are recognized. The Company’s income tax positions are reviewed and evaluated quarterly to determine whether or not we have uncertain tax positions that require financial statement recognition or de-recognition.
Deferred tax assets and liabilities are recognized for the expected future tax consequences, using currently enacted tax rates, of differences between the carrying amount of assets and liabilities and their respective tax basis. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Non-Controlling Interests
For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. The Non-Controlling Interests relating to Apollo Global Management, LLC primarily include the 50.2% and 51.9%50.1% ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings as of SeptemberJune 30, 20182019 and 2017,2018, respectively. Non-Controlling Interests also include limited partner interests in certain consolidated funds and VIEs.
The authoritative guidance for Non-Controlling Interests in the condensed consolidated financial statements requires reporting entities to present Non-Controlling Interest as equity and provides guidance on the accounting for transactions between an entity and Non-Controlling Interests. According to the guidance, (1) Non-Controlling Interests are presented as a separate component of shareholders’ equity on the Company’s condensed consolidated statements of financial condition, (2) net income (loss) includes the net income (loss) attributable to the Non-Controlling Interest holders on the Company’s condensed consolidated statements of operations, (3) the primary components of Non-Controlling Interest are separately presented in the Company’s condensed consolidated statements of changes in shareholders’ equity to clearly distinguish the interests in the Apollo Operating Group and other ownership interests in the consolidated entities and (4) profits and losses are allocated to Non-Controlling Interests in proportion to their ownership interests regardless of their basis.

Results of Operations
Below is a discussion of our condensed consolidated results of operations for the three and ninesix months ended SeptemberJune 30, 20182019 and 2017.2018. For additional analysis of the factors that affected our results at the segment level, see “—Segment Analysis” below:
For the Three Months Ended
September 30,
 Amount
Change
 Percentage
Change
 For the Nine Months Ended September 30, Amount
Change
 Percentage
Change
For the Three Months Ended
June 30,
 Amount
Change
 Percentage
Change
 For the Six Months Ended June 30, Amount
Change
 Percentage
Change
2018 2017 2018 2017 2019 2018 2019 2018 
Revenues:(in thousands)   (in thousands)  (in thousands)   (in thousands)  
Management fees$358,750
 $301,443
 $57,307
 19.0 % $987,102
 $852,291
 $134,811
 15.8 %$388,215
 $341,626
 $46,589
 13.6 % $768,241
 $628,352
 $139,889
 22.3 %
Advisory and transaction fees, net13,154
 16,209
 (3,055) (18.8) 42,145
 54,905
 (12,760) (23.2)31,124
 15,440
 15,684
 101.6
 50,693
 28,991
 21,702
 74.9
Investment income:                              
Performance allocations124,856
 336,910
 (212,054) (62.9) 129,776
 809,896
 (680,120) (84.0)176,862
 129,085
 47,777
 37.0
 428,359
 4,920
 423,439
 NM
Principal investment income16,153
 47,488
 (31,335) (66.0) 25,334
 102,877
 (77,543) (75.4)39,602
 22,175
 17,427
 78.6
 65,627
 9,181
 56,446
 NM
Total investment income141,009
 384,398
 (243,389) (63.3) 155,110
 912,773
 (757,663) (83.0)216,464
 151,260
 65,204
 43.1
 493,986
 14,101
 479,885
 NM
Incentive fees4,818
 9,670
 (4,852) (50.2) 23,593
 23,563
 30
 0.1
776
 14,990
 (14,214) (94.8) 1,436
 18,775
 (17,339) (92.4)
Total Revenues517,731
 711,720
 (193,989) (27.3) 1,207,950
 1,843,532
 (635,582) (34.5)636,579
 523,316
 113,263
 21.6
 1,314,356
 690,219
 624,137
 90.4
Expenses:                              
Compensation and benefits:                              
Salary, bonus and benefits112,722
 108,853
 3,869
 3.6
 343,623
 316,011
 27,612
 8.7
123,669
 115,075
 8,594
 7.5
 242,832
 230,901
 11,931
 5.2
Equity-based compensation50,334
 24,485
 25,849
 105.6
 123,643
 70,332
 53,311
 75.8
44,662
 37,784
 6,878
 18.2
 89,739
 73,309
 16,430
 22.4
Profit sharing expense63,059
 137,296
 (74,237) (54.1) 121,327
 339,679
 (218,352) (64.3)68,278
 70,545
 (2,267) (3.2) 191,725
 58,268
 133,457
 229.0
Total compensation and benefits226,115
 270,634
 (44,519) (16.4) 588,593
 726,022
 (137,429) (18.9)236,609
 223,404
 13,205
 5.9
 524,296
 362,478
 161,818
 44.6
Interest expense15,209
 13,303
 1,906
 14.3
 44,168
 39,497
 4,671
 11.8
23,302
 15,162
 8,140
 53.7
 42,410
 28,959
 13,451
 46.4
General, administrative and other70,657
 68,149
 2,508
 3.7
 194,851
 189,918
 4,933
 2.6
81,839
 62,517
 19,322
 30.9
 153,501
 124,194
 29,307
 23.6
Placement fees746
 5,397
 (4,651) (86.2) 1,384
 12,560
 (11,176) (89.0)775
 311
 464
 149.2
 335
 638
 (303) (47.5)
Total Expenses312,727
 357,483
 (44,756) (12.5) 828,996
 967,997
 (139,001) (14.4)342,525
 301,394
 41,131
 13.6
 720,542
 516,269
 204,273
 39.6
Other Income:                              
Net gains from investment activities155,283
 68,932
 86,351
 125.3
 20,645
 102,936
 (82,291) (79.9)
Net gains (losses) from investment activities45,060
 (67,505) 112,565
 NM
 63,889
 (134,638) 198,527
 NM
Net gains from investment activities of consolidated variable interest entities13,001
 845
 12,156
 NM
 28,746
 11,085
 17,661
 159.3
4,631
 9,213
 (4,582) (49.7) 14,097
 15,745
 (1,648) (10.5)
Interest income5,411
 1,504
 3,907
 259.8
 13,517
 2,929
 10,588
 361.5
8,710
 4,547
 4,163
 91.6
 15,786
 8,106
 7,680
 94.7
Other income, net3,085
 25,387
 (22,302) (87.8) 1,888
 44,776
 (42,888) (95.8)
Total Other Income176,780
 96,668
 80,112
 82.9
 64,796
 161,726
 (96,930) (59.9)
Other income (loss), net6,603
 (5,443) 12,046
 NM
 6,693
 (1,197) 7,890
 NM
Total Other Income (Loss)65,004
 (59,188) 124,192
 NM
 100,465
 (111,984) 212,449
 NM
Income before income tax provision381,784
 450,905
 (69,121) (15.3) 443,750
 1,037,261
 (593,511) (57.2)359,058
 162,734
 196,324
 120.6
 694,279
 61,966
 632,313
 NM
Income tax provision(19,092) (16,542) (2,550) 15.4
 (46,596) (54,926) 8,330
 (15.2)(16,897) (18,924) 2,027
 (10.7) (36,551) (27,504) (9,047) 32.9
Net Income362,692
 434,363
 (71,671) (16.5) 397,154
 982,335
 (585,181) (59.6)342,161
 143,810
 198,351
 137.9
 657,728
 34,462
 623,266
 NM
Net income attributable to Non-Controlling Interests(191,171) (231,411) 40,240
 (17.4) (220,285) (542,507) 322,222
 (59.4)(177,338) (80,200) (97,138) 121.1
 (343,848) (29,114) (314,734) NM
Net Income Attributable to Apollo Global Management, LLC171,521
 202,952
 (31,431) (15.5) 176,869
 439,828
 (262,959) (59.8)164,823
 63,610
 101,213
 159.1
 313,880
 5,348
 308,532
 NM
Net income attributable to Series A Preferred Shareholders(4,383) (4,383) 
 
 (13,149) (9,155) (3,994) 43.6
(4,383) (4,383) 
 
 (8,766) (8,766) 
 
Net income attributable to Series B Preferred Shareholders(4,781) 
 (4,781) NM
 (9,350) 
 (9,350) NM
(4,781) (4,569) (212) 4.6
 (9,562) (4,569) (4,993) 109.3
Net Income Attributable to AGM Class A Shareholders$162,357
 $198,569
 $(36,212) (18.2)% $154,370
 $430,673
 $(276,303) (64.2)%
Net Income (Loss) Attributable to AGM Class A Shareholders$155,659
 $54,658
 $101,001
 184.8 % $295,552
 $(7,987) $303,539
 NM
Note:“NM” denotes not meaningful. Changes from negative to positive amounts and positive to negative amounts are not considered meaningful. Increases or decreases from zero and changes greater than 500% are also not considered meaningful.
Revenues
Our revenues and other income include fixed components that result from measures of capital and asset valuations and variable components that result from realized and unrealized investment performance, as well as the value of successfully completed transactions.
Three Months Ended SeptemberJune 30, 20182019 Compared to Three Months Ended SeptemberJune 30, 20172018
Management fees increased by $57.3$46.6 million for the three months ended SeptemberJune 30, 20182019 as compared to the three months ended SeptemberJune 30, 2017.2018. This change was primarily attributable to the commencement of Fund IX’s investment period in April 2018, resulting in $79.9 million in management fees during the three months ended September 30, 2018, as well as an

increase in management fees earned from Athene, Fund VIII and Apollo Structured Credit Recovery Master Fund IV, L.P. (“SCRF IV”) of $19.9$32.6 million, primarily due$2.2 million and $2.1 million,

respectively, during the three months ended June 30, 2019 as compared to its completion of the reinsurancesame period in 2018. For additional details regarding changes in management fees in each segment, see ���—Segment Analysis” below.
Advisory and transaction offees, net, increased by $15.7 million for the fixed annuity business of Voya Financial duringthree months ended June 30, 2019 as compared to the three months ended June 30, 2018. This change was primarily attributable to a increase was partially offset by a decrease in managementnet advisory and transaction fees earned with respect to Fund VIII, Fund VIHybrid Value Fund’s portfolio companies and Apollo European Principal Finance Fund III, L.P. (“EPF III”) of $26.0 million, $5.5$11.1 million and $5.5$3.8 million respectively, during the three months ended SeptemberJune 30, 20182019 as compared to the same period in 2017. For additional details regarding changes in management fees in each segment, see “—Segment Analysis” below.2018.
Advisory and transaction fees, net, decreasedPerformance allocations increased by $3.1$47.8 million for the three months ended SeptemberJune 30, 20182019 as compared to the three months ended SeptemberJune 30, 2017. This change2018. The increase in performance allocations was primarily attributable to increased performance allocations earned from Fund VIII, Fund VI and ANRP II of $61.9 million, $31.4 million and $13.1 million, respectively, partially offset by a decrease in net advisory and transaction feesperformance allocations earned with respect tofrom Fund VIII’sVII of $63.5 million.
The increase in performance allocations from Fund VIII was primarily driven by lower depreciation of the fund’s public portfolio companies primarily in the business services sector, and greater appreciation of $3.5 millionthe fund’s portfolio companies primarily in the leisure, consumer services and natural resources sectors, during the three months ended SeptemberJune 30, 20182019 as compared to the same period during 2018. The increase in 2017.performance fees from Fund VI was primarily driven by appreciation of the fund’s public portfolio companies primarily in the leisure sector, as well as appreciation of the fund’s private portfolio companies primarily in the business services and chemicals sectors, during the three months ended June 30, 2019 as compared to the same period during 2018. The increase in performance allocations from ANRP II was primarily driven by appreciation of the fund’s private portfolio companies in the natural resources sector during the three months ended June 30, 2019 as compared to the same period during 2018. The decrease in performance allocations from Fund VII was primarily attributable to decreased appreciation of the fund’s public portfolio companies primarily in the natural resources sector during the three months ended June 30, 2019 as compared to the same period during 2018.
Performance allocations decreasedPrincipal investment income increased by $212.1$17.4 million for the three months ended SeptemberJune 30, 20182019, as compared to the three months ended SeptemberJune 30, 2017. This change was primarily attributable to decreased performance allocations earned from our private equity funds and credit funds of $202.7 million and $18.4 million, respectively, during the three months ended September 30, 2018 as compared to the same period in 2017. For additional details regarding changes in performance allocations in each segment, see “—Segment Analysis” below.
Principal investment income decreased by $31.3 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017.2018. This change was primarily driven by decreasesincreases in the value of investments held by certain Apollo funds and other entities in which the Company has a direct interest, mainly with respect to VA Capital Company, L.P. (“VA Capital”) and Fund VIII AAA, and AION of $23.8 million, $4.1$10.0 million and $3.5$7.7 million, respectively, during the three months ended SeptemberJune 30, 20182019 as compared to the same period in 2017.2018.
Incentive fees decreased by $4.9$14.2 million for the three months ended SeptemberJune 30, 20182019 as compared to the three months ended SeptemberJune 30, 2017.2018. This change was primarily attributable to a decrease in incentive fees recognizedearned from a strategic investment account and AINV of $2.4$8.8 million and $1.6$5.8 million, respectively, during the three months ended SeptemberJune 30, 2018 as compared to the three months ended SeptemberJune 30, 2017.2018. The decrease in incentive fees from a strategic investment account were driven by incentive fees that crystallized during the three months ended June 30, 2018, which did not recur during the three months ended June 30, 2019. The decrease in incentive fees earned from AINV was a result of the adoption of the revenue recognition standard effective January 1, 2018. Seeamended and restated investment management agreement with AINV, as described in note 214 to theour condensed consolidated financial statements for further information regarding adoptionstatements. The fee arrangement with AINV was revised to be on a total return measure and the total return hurdle rate was not achieved as of the revenue recognition standard.June 30, 2019.
NineSix Months Ended SeptemberJune 30, 20182019 Compared to NineSix Months Ended SeptemberJune 30, 20172018
Management fees increased by $134.8$139.9 million for the ninesix months ended SeptemberJune 30, 20182019 as compared to the ninesix months ended SeptemberJune 30, 2017.2018. This change was primarily attributable to the commencement of Fund IX’s investment period in April 2018, resulting in $160.3an increase of $79.5 million in management fees during the ninesix months ended SeptemberJune 30, 2019, compared to the same period during 2018, and an increase in management fees earned from Athene of $41.4 million primarily due to its completion of the reinsurance transaction of the fixed annuity business of Voya Financial during 2018. This$66.2 million. The increase in management fees was partially offset by decreased management fees earned from Fund VIII of $53.4$23.0 million during the ninesix months ended SeptemberJune 30, 20182019, as compared to the ninesix months ended SeptemberJune 30, 2017. The decrease2018. For additional details regarding changes in management fees earned from Fund VIII was the result of a change in the basis upon which management fees are earned from capital commitments to invested capital.each segment, see “—Segment Analysis” below.
Advisory and transaction fees, net, decreasedincreased by $12.8$21.7 million for the ninesix months ended SeptemberJune 30, 20182019 as compared to the ninesix months ended SeptemberJune 30, 2017.2018. This change was primarily attributable to a decreasean increase in net advisory and transaction fees earned with respect to Fund VIII’sIX’s portfolio companies and Hybrid Value Fund’s portfolio companies of $13.4$12.1 million and $11.1 million, respectively, during the ninesix months ended SeptemberJune 30, 20182019, as compared to the same period during 2017.2018.
Performance allocations decreasedincreased by $680.1$423.4 million for the ninesix months ended SeptemberJune 30, 20182019 as compared to the ninesix months ended SeptemberJune 30, 2017. This change2018. The increase in performance allocations was primarily attributable to decreasedincreased performance allocations earned from ourFund VIII, Fund VI and ANRP II of $356.3 million, $56.3 million and $20.2 million, respectively, partially offset by a decrease in performance allocations earned from Fund VII of $66.1 million.

The increase in performance allocations from Fund VIII was primarily driven by greater appreciation of the fund’s public portfolio companies primarily in the financial services and consumer services sectors, and greater appreciation of the fund’s private equity funds of $660.2 million,portfolio companies in the manufacturing and industrial, consumer services, leisure and natural resources sectors, during the ninesix months ended SeptemberJune 30, 20182019 as compared to the same period during 2018. The increase in 2017. For additional details regarding changesperformance fees from Fund VI was primarily driven by appreciation of the fund’s public portfolio companies primarily in the leisure sector, during the six months ended June 30, 2019 as compared to the same period during 2018. The increase in performance allocations from ANRP II was primarily driven by appreciation from private investments in each segment, see “—Segment Analysis” below.the natural resources sector during the six months ended June 30, 2019 as compared to the same period during 2018. The decrease in performance allocations from Fund VII was primarily attributable to decreased appreciation of the fund’s public portfolio companies primarily in the natural resources sector during the six months ended June 30, 2019 as compared to the same period during 2018.
Principal investment income decreasedincreased by $77.5$56.4 million for the ninesix months ended SeptemberJune 30, 20182019, as compared to the ninesix months ended SeptemberJune 30, 2017.2018. This change was primarily driven by a decreaseincreases in the value of investments held by certain Apollo funds and other entities in which the Company has a direct interest, mainly with respect to Fund VIII and AAAVA Capital of $66.7$42.3 million and $10.6$5.3 million, respectively, during the ninesix months ended SeptemberJune 30, 20182019 as compared to the same period in 2017.2018.

Incentive fees decreased by $17.3 million for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. This change was primarily attributable to a decrease in incentive fees earned from AINV and a strategic investment account of $9.5 million and $8.8 million, respectively, during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. The decrease in incentive fees earned from AINV was a result of the amended and restated investment management agreement with AINV, as described in note 14 to our condensed consolidated financial statements. The fee arrangement with AINV was revised to be on a total return measure and the total return hurdle rate was not achieved as of June 30, 2019. The decrease in incentive fees from a strategic investment account was driven by incentive fees that crystallized during the six months ended June 30, 2018, which did not recur during the six months ended June 30, 2019.
Expenses
Three Months Ended SeptemberJune 30, 20182019 Compared to Three Months Ended SeptemberJune 30, 20172018
Compensation and benefits decreasedincreased by $44.5$13.2 million for the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 2017.2018. This changeincrease was primarily driven by a decreasean increase in profit sharing expensesalary, bonus and benefits of $74.2$8.6 million due to decreased performance allocations duringand an increase in equity-based compensation of $6.9 million for the three months ended SeptemberJune 30, 2018,2019, as compared to the same period in 2017. In any period2018. The increase in salary, bonus and benefits was primarily due to increased headcount and the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance allocations in the period. This decrease was partially offset by an increase in equity-based compensation of $25.8 million for the three months ended September 30, 2018, as compared to the same period in 2017,was primarily attributabledue to increased amortization expense relating to grants of RSUs to certain executivesemployees under the 2007 Equity Plan during 2018 (see note 11 to the condensed consolidated financial statements).Plan.
Included in profit sharing expense is $16.3 million and $13.7$18.9 million for the three months ended SeptemberJune 30, 2018 and 2017, respectively, related to a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company (referred to herein as the “Incentive Pool”). There was no profit sharing expense related to the Incentive Pool for the three months ended June 30, 2019. Allocations to participants in the Incentive Pool contain both a fixed component and a discretionary component, each of which may vary year to year. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period. See “—Profit Sharing Expense” in the Critical Accounting Policies section for an overview of the Incentive Pool.
Interest expense increased by $1.9$8.1 million for the three months ended SeptemberJune 30, 20182019, as compared to the three months ended SeptemberJune 30, 2017 as a result of additional interest expense incurred due to the issuance of the 2048 Senior Notes in March 2018, partially offset by a decrease in interest expense as a result of the repaymentissuance of the entire remaining amount of the Term Facility,2029 Senior Notes, as described in note 910 to our condensed consolidated financial statements.
General, administrative and other expenses increased by $2.5$19.3 million for the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 20172018, primarily due to an increase in professional fees and fund organizational expenses during the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 2017.2018.
Placement fees decreasedSix Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018
Compensation and benefits increased by $4.7$161.8 million for the threesix months ended SeptemberJune 30, 2018,2019, as compared to the threesix months ended SeptemberJune 30, 2017 primarily as a result of placement fees incurred in connection with capital raising activities relating to EPF III and Fund IX of $2.6 million and $2.3 million, respectively, during the three months ended September 30, 2017. Placement fees are normally payable to placement agents, who are third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Compensation and benefits decreased by $137.4 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017.2018. This change was primarily attributable to a decreasean increase in profit sharing expense of $218.4$133.5 million due to decreaseda corresponding increase in performance allocations during the ninesix months ended SeptemberJune 30, 2018,2019, as compared to the same period in 2017.2018. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance allocations in the period. This decrease was partially offset by an increase inIn addition, equity-based compensation of $53.3increased by $16.4 million primarily attributable to increased amortization expense relating to grants of RSUs to certain executivesemployees under the 2007 Equity Plan during 2018. In addition, salary, bonus and benefits increased $27.6 million during the nine months ended September 30, 2018, as compared to the same period in 2017 primarily due to increased headcount.Plan.

Included in profit sharing expense is $50.7$17.0 million and $54.0$34.4 million for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, related to the Incentive Pool. See “—Profit Sharing Expense” in the Critical Accounting Policies section for an overview of the Incentive Pool.
Interest expense increased by $4.7$13.5 million for the ninesix months ended SeptemberJune 30, 2018,2019, as compared to the ninesix months ended SeptemberJune 30, 20172018, primarily due to additional interest expense incurred during the six months ended June 30, 2019 as a result of additional interest expense incurred due to the issuance of the 20482029 Senior Notes, in March 2018, partially offset by a decrease in interest expense as a result of the repayment of the entire remaining amount of the Term Facility,2013 AMH Credit Facilities, as described in note 910 to our condensed consolidated financial statements.

General, administrative and other expenses increased by $4.9$29.3 million for the ninesix months ended SeptemberJune 30, 2018,2019, as compared to the ninesix months ended SeptemberJune 30, 2017.2018. This change was primarily driven by an increase in professional fees and fund organizational expenses during the ninesix months ended SeptemberJune 30, 20182019 as compared to the same period in 2017.
Placement fees decreased by $11.2 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily driven by placement fees incurred in connection with capital raising activities relating to EPF III and Fund IX of $7.5 million and $3.5 million, respectively, during the nine months ended September 30, 2017.2018.
Other Income (Loss)
Three Months Ended SeptemberJune 30, 20182019 Compared to Three Months Ended SeptemberJune 30, 20172018
Net gains from investment activities increased by $86.4were $45.1 million for the three months ended SeptemberJune 30, 2018,2019, as compared to net losses from investment activities of $67.5 million for the three months ended SeptemberJune 30, 2017.2018. This change was primarily attributable to an increase in the fair value ofa gain on the Company’s investment in Athene Holding during the three months ended SeptemberJune 30, 2018,2019 as compared to a loss on the same periodCompany’s investment in 2017.Athene Holding during the three months ended June 30, 2018. See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Net gains from investment activities of consolidated VIEs increaseddecreased by $12.2$4.6 million for the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 2017.2018, primarily driven by a decrease in net gains from Champ, L.P. during the three months ended June 30, 2019, as compared to the same period in 2018. See note 5 to the condensed consolidated financial statements for details regarding net gains from investment activities of consolidated VIEs.
Interest income increased by $3.9$4.2 million for the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 20172018, primarily due to additionalincreased interest income earned from money market funds and U.S. Treasury securities held after Septemberduring the three months ended June 30, 2017.2019, as compared to the same period in 2018.
Other income, net decreased by $22.3was $6.6 million during the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended September 30, 2017, primarily attributable to $19.0other loss, net of $5.4 million in proceeds received in connection with the Company’s early termination of a lease during the three months ended SeptemberJune 30, 2017.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Net gains from investment activities decreased by $82.3 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017.2018. This change was primarily attributable to lower appreciationthe reversal of a liability relating to a favorable judgment in the fair value of the Company’s investment in Athene Holdinga legal proceeding during the ninethree months ended SeptemberJune 30, 2019, which did not occur during the same period in 2018. The increase was also driven by a decrease in foreign exchange losses during the three months ended June 30, 2018, as compared to the same period in 2017.2018.
Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018
Net gains from investment activities were $63.9 million for the six months ended June 30, 2019, as compared to net losses from investment activities of $134.6 million for the six months ended June 30, 2018. This change was primarily attributable to a gain on the Company’s investment in Athene Holding during the six months ended June 30, 2019 as compared to a loss on the Company’s investment in Athene Holding during the six months ended June 30, 2018. See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Net gains from investment activities of consolidated VIEs increaseddecreased by $17.7$1.6 million for the ninesix months ended SeptemberJune 30, 2018,2019, as compared to the ninesix months ended SeptemberJune 30, 2017.2018, primarily driven by a decrease in net gains from Champ, L.P. during the six months ended June 30, 2019, as compared to the same period in 2018. See note 5 to the condensed consolidated financial statements for details regarding net gains from investment activities of consolidated VIEs.
Interest income increased by $10.6$7.7 million for the ninesix months ended SeptemberJune 30, 2019, as compared to the six months ended June 30, 2018, primarily due to increased interest income earned from U.S. Treasury securities held during the six months ended June 30, 2018, as compared to the nine months ended September 30, 2017 primarily due to additional interest income earned from money market funds and U.S. Treasury securities held after September 30, 2017.same period in 2018.
Other income, net decreased by $42.9was $6.7 million during the ninesix months ended SeptemberJune 30, 2018,2019, as compared to other loss, net of $1.2 million during the ninesix months ended SeptemberJune 30, 2017.2018. This change was primarily attributable to $19.0 million in proceeds received in connection with the Company’s early terminationreversal of a lease during the nine months ended September 30, 2017, as well as $17.5 million in insurance proceeds received during the nine months ended September 30, 2017 in connection with fees and expenses incurredliability relating to a favorable judgment in a legal proceeding during the six months ended June 30, 2019, which did not recuroccur during the same period in 2018. The increase was also driven by a decrease in foreign exchange losses during the six months ended June 30, 2019, as compared to the same period in 2018. For additional details regarding changes in other income, net in each segment, see “—Segment Analysis” below.

Net Income Attributable to Non-Controlling Interests and Series A and Series B Preferred Shareholders
For information related to net income attributable to Non-Controlling Interests and net income attributable to Series A and Series B Preferred shareholders, see note 1213 to the condensed consolidated financial statements.

Income Tax Provision
The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. federal income tax purposes. As a result, only a portion of the income we earn is subject to corporate-level tax in the United States and foreign jurisdictions. The provision for income taxes includes federal, state and local income taxes in the United States and foreign income taxes.
Three Months Ended SeptemberJune 30, 20182019 Compared to Three Months Ended SeptemberJune 30, 20172018
The income tax provision increaseddecreased by $2.6$2.0 million for three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 2017.2018. The increasedecrease in the income tax provision was primarily due to an overall change in the mix of earnings when comparing the amount of earnings that are subject to corporate-level tax to those earnings that are not subject to corporate-level tax as thesesuch earnings are passed through to Non-Controlling Interests and Class A shareholders. The provision for income taxes includes federal, state, local and foreign income taxes resulting in an effective income tax rate of 5.0%4.7% and 3.7%11.6% for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively. The most significant reconciling items between our U.S. federal statutory income tax rate and our effective income tax rate were due to the following: (i) income passed through to Non-Controlling Interests; (ii) income passed through to Class A shareholders; and (iii) state and local income taxes including NYC UBT (see note 89 to the condensed consolidated financial statements for further details regarding the Company’s income tax provision).
NineSix Months Ended SeptemberJune 30, 20182019 Compared to NineSix Months Ended SeptemberJune 30, 20172018
The income tax provision decreasedincreased by $8.3$9.0 million for the ninesix months ended SeptemberJune 30, 2018,2019, as compared to the ninesix months ended SeptemberJune 30, 2017.2018. The decreaseincrease was due to the following: i) reduction in the federal corporate income tax rate from 35% to 21% as a result of legislative reforms in the TCJA enacted on December 22, 2017, ii) a decreasean increase in pre-tax GAAP net income during the ninesix months ended SeptemberJune 30, 20182019 as compared to the ninesix months ended SeptemberJune 30, 20172018 and iii) an overall change in the mix of earnings when comparing the amount of earnings that are subject to corporate-level tax to those earnings that are not subject to corporate-level tax as thesesuch earnings are passed through to Non-Controlling Interests and Class A shareholders. The provision for income taxes includes federal, state, local and foreign income taxes resulting in an effective income tax rate of 10.5%5.3% and 5.3%44.4% for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively. The most significant reconciling items between our U.S. federal statutory income tax rate and our effective income tax rate were due to the following: (i) income passed through to Non-Controlling Interests; (ii) income passed through to Class A shareholders;shareholders and (iii) state and local income taxes including NYC UBT (see note 89 to the condensed consolidated financial statements for further details regarding the Company’s income tax provision).
Segment Analysis
Discussed below are our results of operations for each of our reportable segments. They represent the segment information available and utilized by our executive management, which consists of our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. Management divides its operations into three reportable segments: credit, private equity and real assets. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made and the level of control over the investment. Segment results represent segment income (loss) before income tax provision excluding transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets and contingent consideration and certain other charges associated with acquisitions. In addition, segment results exclude non-cash revenue and expense relatedSee note 16 to equity awards granted by unconsolidated related parties to employees of the Company, as well as the assets, liabilities and operating results of the funds and VIEs that are included in theour condensed consolidated financial statements.statements for more information regarding our segment reporting.
Our financial results vary, since performance fees, which generally constitute a large portion of the income from the funds that we manage, as well as the transaction and advisory fees that we receive, can vary significantly from quarter to quarter and year to year. As a result, we emphasize long-term financial growth and profitability to manage our business.

Credit
The following table sets forth our segment statement of operations information and EIour supplemental performance measure, Segment Distributable Earnings, within our credit segment.
 For the Three Months Ended September 30, Total Change Percentage Change For the Nine Months Ended September 30, Total Change Percentage Change
 2018 2017   2018 2017  
 (in thousands)   (in thousands)  
Credit:               
Revenues:               
Management fees$196,507
 $187,885
 $8,622
 4.6 % $564,164
 $516,083
 $48,081
 9.3 %
Advisory and transaction fees, net2,310
 4,219
 (1,909) (45.2) 6,942
 10,484
 (3,542) (33.8)
Performance fees(1):
               
Unrealized(4,896) 4,179
 (9,075) NM
 30,464
 37,422
 (6,958) (18.6)
Realized22,790
 32,131
 (9,341) (29.1) 102,644
 120,186
 (17,542) (14.6)
Total performance fees17,894
 36,310
 (18,416) (50.7) 133,108
 157,608
 (24,500) (15.5)
Principal investment income6,803
 8,222
 (1,419) (17.3) 23,100
 20,561
 2,539
 12.3
Total Revenues223,514
 236,636
 (13,122) (5.5) 727,314
 704,736
 22,578
 3.2
Expenses:                 
Compensation and benefits:               
Salary, bonus and benefits57,694
 59,027
 (1,333) (2.3) 176,662
 173,153
 3,509
 2.0
Equity-based compensation11,525
 9,925
 1,600
 16.1
 29,563
 28,255
 1,308
 4.6
Profit sharing expense:               
Unrealized(1,409) 2,266
 (3,675) NM
 17,356
 17,408
 (52) (0.3)
Realized12,079
 14,643
 (2,564) (17.5) 55,787
 51,168
 4,619
 9.0
Equity-based3,150
 518
 2,632
 NM
 7,013
 1,387
 5,626
 405.6
Total profit sharing expense13,820
 17,427
 (3,607) (20.7) 80,156
 69,963
 10,193
 14.6
Total compensation and benefits83,039
 86,379
 (3,340) (3.9) 286,381
 271,371
 15,010
 5.5
Non-compensation expenses               
General, administrative and other38,071
 35,709
 2,362
 6.6
 104,832
 99,559
 5,273
 5.3
Placement fees695
 3,140
 (2,445) (77.9) 1,250
 8,828
 (7,578) (85.8)
Total non-compensation expenses38,766
 38,849
 (83) (0.2) 106,082
 108,387
 (2,305) (2.1)
Total Expenses121,805
 125,228
 (3,423) (2.7) 392,463
 379,758
 12,705
 3.3
Other Income (Loss):               
Net gains from investment activities113,188
 60,570
 52,618
 86.9
 10,489
 91,365
 (80,876) (88.5)
Net interest loss(4,858) (5,972) 1,114
 (18.7) (15,211) (18,978) 3,767
 (19.8)
Other income, net1,155
 16,318
 (15,163) (92.9) 2,782
 16,888
 (14,106) (83.5)
Total Other Income (Loss)109,485
 70,916
 38,569
 54.4
 (1,940) 89,275
 (91,215) NM
Non-Controlling Interest(1,187) (1,751) 564
 (32.2) (3,766) (3,244) (522) 16.1
Economic Income$210,007
 $180,573
 $29,434
 16.3 % $329,145
 $411,009
 $(81,864) (19.9)%
 For the Three Months Ended June 30, Total Change Percentage Change For the Six Months Ended June 30, Total Change Percentage Change
 2019 2018   2019 2018  
 (in thousands)          
Credit:               
Management fees$190,275
 $153,177
 $37,098
 24.2 % $373,017
 $302,892
 $70,125
 23.2 %
Advisory and transaction fees, net5,510
 2,100
 3,410
 162.4
 8,358
 4,295
 4,063
 94.6
Performance fees(1)
9,261
 5,766
 3,495
 60.6
 9,922
 11,041
 (1,119) (10.1)
Fee Related Revenues205,046
 161,043
 44,003
 27.3
 391,297
 318,228
 73,069
 23.0
Salary, bonus and benefits(50,465) (42,729) (7,736) 18.1
 (94,769) (89,550) (5,219) 5.8
General, administrative and other(31,647) (27,843) (3,804) 13.7
 (59,143) (54,211) (4,932) 9.1
Placement fees(157) (279) 122
 (43.7) 148
 (555) 703
 NM
Fee Related Expenses(82,269) (70,851) (11,418) 16.1
 (153,764) (144,316) (9,448) 6.5
Other income (loss), net of Non-Controlling Interest1,968
 (1,188) 3,156
 NM
 1,564
 1,995
 (431) (21.6)
Fee Related Earnings124,745
 89,004
 35,741
 40.2
 239,097
 175,907
 63,190
 35.9
Realized performance fees18,030
 14,635
 3,395
 23.2
 21,357
 17,749
 3,608
 20.3
Realized profit sharing expense(7,877) (11,493) 3,616
 (31.5) (11,395) (14,327) 2,932
 (20.5)
Net Realized Performance Fees10,153
 3,142
 7,011
 223.1
 9,962
 3,422
 6,540
 191.1
Realized principal investment income7,909
 5,931
 1,978
 33.4
 10,958
 10,211
 747
 7.3
Net interest loss and other(4,656) (3,952) (704) 17.8
 (9,042) (7,470) (1,572) 21.0
Segment Distributable Earnings$138,151
 $94,125
 $44,026
 46.8 % $250,975
 $182,070
 $68,905
 37.8 %
(1)PerformanceRepresents certain performance fees includes performance allocationsfrom business development companies and incentive fees.Redding Ridge Holdings.
Revenues
Three Months Ended SeptemberJune 30, 20182019 Compared to Three Months Ended SeptemberJune 30, 20172018
Management fees increased by $8.6$37.1 million for the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 2017.2018. This change was primarily attributable to an increase in management fees earned from Athene, SCRF IV and Apollo Total Return Fund, L.P. of $19.9$27.1 million, $2.1 million and $1.9 million, respectively, during the three months ended June 30, 2019, as a result of its completion ofcompared to the reinsurancesame period during 2018.
Advisory and transaction offees, net increased by $3.4 million for the fixed annuity business of Voya Financial inthree months ended June 30, 2019, as compared to the three months ended June 30, 2018. TheThis change was primarily attributable to an increase in managementnet transaction and advisory fees earned from Athene was partially offset by decreases in management fees earned from EPF III and Financial Credit Investment III, L.P. (“FCI III”) of $5.5$2.8 million during the three months ended June 30, 2019, as compared to the same period during 2018.
Performance fees increased by $3.5 million for the three months ended June 30, 2019, as compared to the three months ended June 30, 2018. This change was primarily attributable to an increase in performance fees earned from Redding Ridge Holdings and a business development company of $4.9 million and $4.4 million during the three months ended June 30, 2019, as compared to the same period during 2018. The performance fees from Redding Ridge Holdings and the business development company were primarily driven by the vehicles achieving their annualized hurdle rate during the three months ended June 30, 2019, which did not occur during the same period during 2018. This increase in performance fees was partially offset by decreased performance fees from AINV of $5.8 million during the three months ended June 30, 2019, as compared to the same period during 2018, as a result of the amended and restated investment management agreement with AINV, as described in note 14 to our condensed consolidated financial statements. The fee arrangement with AINV was revised to be on a total return measure and the total return hurdle rate was not achieved as of June 30, 2019.
Salary, bonus and benefits expense increased by $7.7 million for the three months ended June 30, 2019, as compared to the three months ended June 30, 2018 primarily due to an increase in headcount and changes in bonus accrual estimates.
General, administrative and other increased by $3.8 million during the three months ended June 30, 2019, as compared to the three months ended June 30, 2018. The change was primarily driven by an increase in professional fees and technology expenses during the three months ended June 30, 2019, as compared to the same period in 2018.
Other income, net of Non-Controlling Interest was $2.0 million for the three months ended June 30, 2019, as compared to other loss, net of Non-Controlling Interest of $1.2 million the three months ended June 30, 2018. This change was primarily

attributable to the reversal of a liability relating to a favorable judgment in a legal proceeding during the three months ended June 30, 2019.
Realized performance fees increased by $3.4 million during the three months ended June 30, 2019, as compared to the same period in 2018. This change was primarily attributable to increases in realized performance fees generated from Financial Credit Investment I, L.P. (“FCI I”) of $12.0 million, offset by a decrease in realized performance fees generated from a strategic investment account of $8.8 million during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. The increase in realized performance fees generated from FCI I was primarily driven by realizations of the fund’s investments in various life settlement policies during the three months ended June 30, 2019, while the fund had no realized performance fees during the three months ended June 30, 2018. The decrease in realized performance fees generated from the strategic investment account was driven by incentive fees that crystallized during the three months ended June 30, 2018, while the strategic investment account had no realizations during the three months ended June 30, 2019.
Realized profit sharing expense decreased by $3.6 million during the three months ended June 30, 2019, as compared to the same period in 2018. This change was primarily attributable to a decrease in profit sharing expense related to the Incentive Pool. Included in realized profit sharing expense is $1.3 million related to the Incentive Pool for the three months ended June 30, 2018. There was no realized profit sharing expense related to the Incentive Pool for the three months ended June 30, 2019. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
Realized principal investment income increased by $2.0 million for the three months ended June 30, 2019, as compared to the three months ended June 30, 2018. This change was primarily attributable to an increase in realizations from Apollo’s equity ownership interest in MidCap of $2.3 million during the three months ended June 30, 2019, as compared to the same period in 2018.
Net interest loss and other increased by $0.7 million for the three months ended June 30, 2019, as compared to the three months ended June 30, 2018, primarily due to additional interest expense incurred during the three months ended June 30, 2019 as a result of the issuance of the 2029 Senior Notes, as described in note 10 to our condensed consolidated financial statements.
Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018
Management fees increased by $70.1 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. This change was primarily attributable to an increase in management fees earned from Athene, Apollo Total Return Fund, L.P. and SCRF IV of $54.7 million, $3.9 million and $3.8 million, respectively, during the six months ended June 30, 2019, as compared to the same period during 2018. This increase in management fees was partially offset by decreased management fees earned from Apollo Credit Master Fund Ltd. (“Credit Fund”) of $3.6 million during the six months ended June 30, 2019, as compared to the same period during 2018.
Performance fees decreased by $1.1 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. This change was primarily attributable to a decrease in performance fees earned from AINV of $9.5 million during the six months ended June 30, 2019, as compared to the same period during 2018, as a result of the amended and restated investment management agreement with AINV, as described in note 14 to our condensed consolidated financial statements. The fee arrangement with AINV was revised to be on a total return measure and the total return hurdle rate was not achieved as of June 30, 2019. This decrease in performance fees was partially offset by increased performance fees from Redding Ridge Holdings and a business development company of $4.5 million and $3.9 million during the six months ended June 30, 2019, as compared to the same period during 2018. The performance fees from Redding Ridge Holdings and the business development company was primarily driven by the vehicles achieving their annualized hurdle rates during the during the six months ended June 30, 2019, which did not occur during the same period during 2018.
Salary, bonus and benefits expense increased by $5.2 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018 primarily due to an increase in headcount.
General, administrative and other increased by $4.9 million during the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. The change was primarily driven by an increase in technology and other expenses during the six months ended June 30, 2019, as compared to the same period in 2018.
Realized performance fees increased by $3.6 million during the six months ended June 30, 2019, as compared to the same period in 2018. This change was primarily attributable to an increase in realized performance fees generated from FCI I of $12.0 million, offset by a decrease in realized performance fees generated from a strategic investment account of $8.8 million during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. The increase in realized performance

fees generated from FCI I was primarily driven by realizations of the fund’s investments in various life settlement policies during the six months ended June 30, 2019, while the fund had no realized performance fees during the six months ended June 30, 2018. The decrease in realized performance fees generated from the strategic investment account was driven by incentive fees that crystallized during the six months ended June 30, 2018, while the strategic investment account had no realizations during the six months ended June 30, 2019.
Realized profit sharing expense decreased by $2.9 million during the six months ended June 30, 2019, as compared to the same period in 2018. This change was primarily attributable to a decrease in profit sharing expense related to the Incentive Pool. Included in realized profit sharing expense is $0.1 million and $1.4 million related to the Incentive Pool for the six months ended June 30, 2019 and 2018, respectively. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
Net interest loss and other increased by $1.6 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018, primarily due to additional interest expense incurred during the six months ended June 30, 2019 as a result of the issuance of the 2029 Senior Notes, as described in note 10 to our condensed consolidated financial statements.
Private Equity
The following table sets forth our segment statement of operations information and our supplemental performance measure, Segment Distributable Earnings, within our private equity segment.
 For the Three Months Ended June 30, Total Change Percentage Change For the Six Months Ended June 30, Total Change Percentage Change
 2019 2018   2019 2018  
 (in thousands)          
Private Equity:               
Management fees$129,638
 $132,417
 $(2,779) (2.1)% $260,134
 $214,697
 $45,437
 21.2 %
Advisory and transaction fees, net20,257
 13,319
 6,938
 52.1
 36,393
 23,974
 12,419
 51.8
Fee Related Revenues149,895
 145,736
 4,159
 2.9
 296,527
 238,671
 57,856
 24.2
Salary, bonus and benefits(40,267) (41,879) 1,612
 (3.8) (83,500) (82,604) (896) 1.1
General, administrative and other(22,962) (18,333) (4,629) 25.2
 (48,824) (36,316) (12,508) 34.4
Placement fees(618) (32) (586) NM
 (483) (83) (400) 481.9
Fee Related Expenses(63,847) (60,244) (3,603) 6.0
 (132,807) (119,003) (13,804) 11.6
Other income, net3,963
 82
 3,881
 NM
 4,159
 391
 3,768
 NM
Fee Related Earnings90,011
 85,574
 4,437
 5.2
 167,879
 120,059
 47,820
 39.8
Realized performance fees12,231
 54,640
 (42,409) (77.6) 72,687
 167,412
 (94,725) (56.6)
Realized profit sharing expense(4,089) (31,512) 27,423
 (87.0) (41,816) (89,260) 47,444
 (53.2)
Net Realized Performance Fees8,142
 23,128
 (14,986) (64.8) 30,871
 78,152
 (47,281) (60.5)
Realized principal investment income1,877
 9,079
 (7,202) (79.3) 9,965
 27,409
 (17,444) (63.6)
Net interest loss and other(7,650) (5,259) (2,391) 45.5
 (13,783) (10,615) (3,168) 29.8
Segment Distributable Earnings$92,380
 $112,522
 $(20,142) (17.9)% $194,932
 $215,005
 $(20,073) (9.3)%
Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018
Management fees decreased by $2.8 million for the three months ended June 30, 2019, as compared to the three months ended June 30, 2018. This change was primarily attributable to a decrease in management fees earned from Credit Opportunity Fund III, L.P. (“COF III”) and Fund VII of $1.8 million and $1.0 million, respectively, during the three months ended SeptemberJune 30, 2018, as compared to the same period during 2017.2019.
Advisory and transaction fees, net decreasedincreased by $1.9$6.9 million duringfor the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 2017.2018. This change was primarily drivenattributable to an increase in net advisory and transaction fees earned with respect to Hybrid Value Fund’s portfolio companies of $11.1 million, partially offset by a decrease in net advisory and transaction fees earned with respect to FCI IIIFund VIII’s portfolio companies of $2.0$5.8 million during the three months ended SeptemberJune 30, 2018,2019, as compared to the same period during 2017.2018.
Performance fees
Salary, bonus and benefits expense decreased by $18.4$1.6 million for the three months ended SeptemberJune 30, 2018,2019 as compared to the three months ended SeptemberJune 30, 2017.2018 primarily due to changes in bonus accrual estimates.
General, administrative and other increased by $4.6 million during the three months ended June 30, 2019, as compared to the three months ended June 30, 2018. The change was primarily driven by increased professional fees and fund organizational expenses related to Apollo Natural Resources Partners III, L.P. during the three months ended June 30, 2019, as compared to the same period in 2018.
Other income, net increased by $3.9 million for the three months ended June 30, 2019, as compared to the three months ended June 30, 2018. The change was primarily driven by the reversal of a liability relating to a favorable judgment in a legal proceeding during the three months ended June 30, 2019.
Realized performance fees decreased by $42.4 million for the three months ended June 30, 2019, as compared to the three months ended June 30, 2018. This change was primarily attributable to decreases in realized performance fees earnedgenerated from

EPF Fund VIII and ANRP II and a strategic investment account of $29.0$24.6 million and $4.0$7.5 million, respectively, as well as modest decreases across other credit funds and investment vehicles. The decrease was partially offset by increases in performance fees earned from MidCap and Apollo Structured Credit Recovery Master Fund IV, L.P. (“SCRF IV”) of $10.0 million and $6.1 million, respectively.
The decrease in performance fees from EPF II was primarily attributable to a loss in connection with the partial sale of a Spanish financial services investment during the three months ended SeptemberJune 30, 2018,2019 as well as lower appreciation of UK commercial real estate investments held by the fund forcompared to the three months ended SeptemberJune 30, 2018. The decrease in realized performance fees from Fund VIII was primarily driven by a decrease in profits realized from investment sales and income from the fund’s investments. The realized performance fees from Fund VIII during the three months ended June 30, 2019 were the result of sales and income generated from investments primarily in the natural resources and financial services sectors. The realized performance fees during the three months ended June 30, 2018 were the result of sales and income generated from investments primarily in the natural resources, leisure and consumer services sectors. The decrease in realized performance fees from ANRP II was primarily driven by a decrease in profits realized from investment sales. The realized performance fees from ANRP II during the three months ended June 30, 2019 were the result of income earned on an escrow account balance and the realized performance fees during the same period in 2018 were from the result of sales generated from investments in the natural resources sector.
Realized profit sharing expense decreased by $27.4 million during the three months ended June 30, 2019, as compared to the same period in 2017. The decrease in performance fees from the strategic investment account was primarily attributable to depreciation in investments in the retail sector during the three months ended September 30, 2018, as compared to appreciation in the strategic investment account’s investments in the energy and industrial sectors during the three months ended September 30, 2017. The increase in performance fees from MidCap was a result of stronger loan portfolio returns and fee income during the three months ended September 30, 2018, as compared to the same period in 2017. The increase in performance fees from SCRF IV was primarily due to the appreciation of derivatives in the fund’s portfolio during the three months ended September 30, 2018.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Management fees increased by $48.1 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily attributable to increases in management fees earned from Athene and Apollo Total Return Fund L.P. of $41.4 million and $7.9 million, respectively, during the nine months ended September 30, 2018, as compared to the same period during 2017. The increase in management fees earned from Athene was primarily attributable to its completion of the reinsurance transaction of the fixed annuity business of Voya Financial in 2018.
Advisory and transaction fees, net decreased by $3.5 million during the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This decrease was primarily driven by decreases in net advisory and transaction fees earned with respect to FCI III and COF III of $2.0 and $1.3 million, respectively, during the nine months ended September 30, 2018, as compared to the same period during 2017.
Performance fees decreased by $24.5 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily attributable to decreases in performance fees earned from EPF II and Apollo Structured Credit Recovery Master Fund III, L.P. (“SCRF III”) of $73.0 million and $11.9 million, respectively, during the nine months ended September 30, 2018, as compared to the same period during 2017. The decrease was partially offset by (i) a reversal of the general partner obligation to return previously distributed performance fees for a drawdown fund of $26.2 million during the nine months ended September 30, 2018 and (ii) increases in performance fees earned from MidCap and SCRF IV of $15.1 million and $13.7 million, respectively.
The decrease in performance fees from EPF II was primarily attributable to a loss in connection with the partial sale of a Spanish financial services investment during the three months ended September 30, 2018, as well as lower appreciation of German and UK commercial real estate investments held by the fund for the nine months ended September 30, 2018 as compared to the same period in 2017. The decrease in performance fees earned from SCRF III was attributable to performance fees being generated at a slower rate compared to the same period in 2017 as the fund has unwound its portfolio. The increase in performance fees earned from MidCap was a result of stronger loan portfolio returns and fee income during the nine months ended September 30, 2018, as compared to the same period in 2017. The increase in performance fees from SCRF IV was primarily due to the performance in the fund’s CLO equity portfolio, as well as appreciation of derivatives in the fund’s portfolio during the nine months ended September 30, 2018.
Principal investment income increased by $2.5 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily driven by increases in income from Apollo’s equity ownership interest in a standalone, self-managed asset management business (collectively with its subsidiaries, “Redding Ridge”), MidCap and SCRF IV of $3.8 million, $2.7 million and $2.2 million, respectively, during the nine months ended September 30, 2018, as compared to the same period in 2017. This increase in principal investment income was partially offset by a decrease in income from Apollo’s equity owernership interest in EPF II of $5.9 million during the nine months ended September 30, 2018, as compared to the same period in 2017.
Expenses
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Compensation and benefits expense decreased by $3.3 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily due to a decrease in profit sharing expense of $3.6 million as a result of a corresponding decrease in realized performance fees as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. The

decreaseIncluded in profit sharing expense was partially offset by an increase in equity-based profit sharing expense as a result of increased amortization expense relating to grants of RSUs to certain executives under the 2007 Equity Plan during the three months ended September 30, 2018 (see note 11 to the condensed consolidated financial statements).
Included inrealized profit sharing expense is $2.0 million and $3.9$9.8 million related to the Incentive Pool for the three months ended SeptemberJune 30, 2018. There was no realized profit sharing expense related to the Incentive Pool for the three months ended June 30, 2019. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
Realized principal investment income decreased by $7.2 million for the three months ended June 30, 2019, as compared to the same period in 2018. This change was primarily attributable to a decrease in realizations from Apollo’s equity ownership interest in Fund VIII and Fund VII of $4.6 million and $1.1 million, respectively, during the three months ended June 30, 2019, as compared to the same period in 2018.
Net interest loss and other increased by $2.4 million for the three months ended June 30, 2019, as compared to the three months ended June 30, 2018, primarily due to additional interest expense incurred during the three months ended June 30, 2019 as a result of the issuance of the 2029 Senior Notes, as described in note 10 to our condensed consolidated financial statements.
Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018
Management fees increased by $45.4 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. This change was primarily attributable to the commencement of Fund IX’s investment period in April 2018, resulting in an increase of $79.5 million in management fees during the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. The increase in management fees was partially offset by decreased management fees earned from Fund VIII and 2017,COF III of $23.0 million and $4.6 million, respectively, during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018.
Advisory and transaction fees, net increased by $12.4 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. This change was primarily attributable to an increase in net advisory and transaction fees earned with respect to Fund IX’s portfolio companies and Hybrid Value Fund’s portfolio companies of $12.1 million and $11.1 million, respectively, during the six months ended June 30, 2019, as compared to the same period during 2018. The increase in net advisory and transaction fees was partially offset by decreased net advisory and transaction fees earned from Fund VIII’s portfolio companies of $8.5 million during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018.
General, administrative and other increased by $12.5 million during the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. The change was primarily driven by increased professional fees and fund organizational

expenses related to Apollo Natural Resources Partners III, L.P. during the six months ended June 30, 2019, as compared to the same period in 2018.
Other income, net increased by $3.8 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. The change was primarily driven by the reversal of a liability relating to a favorable judgment in a legal proceeding during the six months ended June 30, 2019.
Realized performance fees decreased by $94.7 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. This change was primarily attributable to decreases in realized performance fees generated from Fund VIII and ANRP II of $66.3 million and $7.4 million, respectively, during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. The decrease in realized performance fees from Fund VIII was primarily driven by a decrease in profits realized from investments sales. The realized performance fees from Fund VIII during the six months ended June 30, 2019 were the result of sales and income generated from investments primarily in the business services, manufacturing and industrial, financial services and leisure sectors. The realized performance fees during the six months ended June 30, 2018 were the result of sales and income generated from investments primarily in the chemicals, natural resources, consumer services and leisure sectors. The decrease in realized performance fees from ANRP II was primarily driven by a decrease in profits realized from investment sales. The realized performance fees from ANRP II during the six months ended June 30, 2019 were the result of income earned on an escrow account balance and the realized performance fees during the same period in 2018 were the result of sales generated from investments in the natural resources sector.
Realized profit sharing expense decreased by $47.4 million during the six months ended June 30, 2019, as compared to the same period in 2018, as a result of a corresponding decrease in realized performance fees as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. Included in realized profit sharing expense is $16.9 million and $24.6 million related to the Incentive Pool for the six months ended June 30, 2019 and 2018, respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
General, administrative and other increasedRealized principal investment income decreased by $2.4$17.4 million duringfor the threesix months ended SeptemberJune 30, 2018, as compared to the three months ended September 30, 2017. The change was primarily driven by an increase in professional fees, partially offset by a decrease in new fund organizational expenses related to EPF III during the three months ended September 30, 2018,2019, as compared to the same period in 2017.
Placement fees decreased by $2.4 million during the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily driven by placement fees incurred in connection with capital raising activity relating to EPF III of $2.6 million during the three months ended September 30, 2017.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Compensation and benefits expense increased by $15.0 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017.2018. This change was primarily attributable to an increasea decrease in profit sharing expenserealizations from Apollo’s equity ownership interest in Fund VIII, Fund VII, COF III and ANRP 1 of $10.2$9.7 million, $2.1 million, $2.0 million, and $1.5 million, respectively, during the ninesix months ended SeptemberJune 30, 2018,2019, as compared to the same period in 2017. Profit sharing expense2018.
Net interest loss and other increased as a result of increased amortization expense relating to grants of RSUs to certain executives underby $3.2 million for the 2007 Equity Plan during 2018 (see note 11 to the condensed consolidated financial statements). In addition, the change was attributable to an increase in salary, bonus and benefits of $3.5 million during the ninesix months ended SeptemberJune 30, 2018,2019, as compared to the same period in 2017,six months ended June 30, 2018, primarily due to increased headcount.
Included in profit sharing expense is $10.6 million and $12.5 million related to the Incentive Pool for the nine months ended September 30, 2018 and 2017, respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
General, administrative and other increased by $5.3 million during the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. The change was primarily driven by an increase in professional fees, partially offset by a decrease in fund organizational expenses related to EPF III during the nine months ended September 30, 2018, as compared to the same period in 2017.
Placement fees decreased by $7.6 million during the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily driven by placement fees incurred in connection with capital raising activity relating to EPF III of $7.5 million during the nine months ended September 30, 2017.
Other Income (Loss)
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Net gains from investment activities increased by $52.6 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily attributable to higher appreciation in the fair value of the Company’s investment in Athene Holding during the three months ended September 30, 2018 as compared to the same period in 2017. See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Net interest loss decreased by $1.1 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to additional interest income earned from money market funds and U.S. Treasury securities held after September 30, 2017. Interest income was partially offset by additional interest expense incurred during the threesix months ended SeptemberJune 30, 20182019 as a result of the issuance of the 20482029 Senior Notes, in March 2018, as described in note 910 to our condensed consolidated financial statements.
Other income, net decreased by $15.2 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily attributable to proceeds received in connection with the Company’s early termination of a lease and the Company’s recognition of $6.2 million of other income from the assignment of a CLO collateral management agreement during the three months ended September 30, 2017.

Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Net gains from investment activities decreased by $80.9 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily attributable to lower appreciation in the fair value of the Company’s investment in Athene Holding during the nine months ended September 30, 2018 as compared to the same period in 2017. See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Net interest loss decreased by $3.8 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to additional interest income earned from money market funds and U.S. Treasury securities held after September 30, 2017. Interest income was partially offset by additional interest expense incurred during the nine months ended September 30, 2018 as a result of the issuance of the 2048 Senior Notes in March 2018, as described in note 9 to our condensed consolidated financial statements.
Other income, net decreased by $14.1 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily attributable to proceeds received in connection with the Company’s early termination of a lease and the Company’s recognition of $6.2 million of other income from the assignment of a CLO collateral management agreement during the nine months ended September 30, 2017.
Non-Controlling Interests
For information related to Non-Controlling Interests, see note 12 to the condensed consolidated financial statements.

Private EquityReal Assets
The following table sets forth our segment statement of operations information and our supplemental performance measure, EI,Segment Distributable Earnings, within our private equityreal assets segment.
 For the Three Months Ended September 30, Total Change Percentage Change For the Nine Months Ended September 30, Total Change Percentage Change
 2018 2017  2018 2017  
 (in thousands)   (in thousands)  
Private Equity:               
Revenues:               
Management fees$123,304
 $76,079
 $47,225
 62.1 % $317,276
 $230,752
 $86,524
 37.5 %
Advisory and transaction fees, net5,925
 10,572
 (4,647) (44.0) 29,817
 41,646
 (11,829) (28.4)
Performance fees(1):
               
Unrealized29,005
 286,589
 (257,584) (89.9) (403,235) 351,836
 (755,071) NM
Realized76,746
 21,859
 54,887
 251.1
 408,662
 313,817
 94,845
 30.2
Total performance fees105,751
 308,448
 (202,697) (65.7) 5,427
 665,653
 (660,226) (99.2)
Principal investment income10,328
 39,875
 (29,547) (74.1) 3,902
 81,951
 (78,049) (95.2)
Total Revenues245,308
 434,974
 (189,666) (43.6) 356,422
 1,020,002
 (663,580) (65.1)
Expenses:               
Compensation and benefits:               
Salary, bonus and benefits33,673
 31,467
 2,206
 7.0
 105,203
 93,230
 11,973
 12.8
Equity-based compensation7,905
 6,335
 1,570
 24.8
 21,552
 21,134
 418
 2.0
Profit sharing expense:               
Unrealized8,537
 96,992
 (88,455) (91.2) (122,716) 117,025
 (239,741) NM
Realized41,553
 17,394
 24,159
 138.9
 175,279
 145,783
 29,496
 20.2
Equity-based20,267
 808
 19,459
 NM
 48,351
 1,270
 47,081
 NM
Total profit sharing expense70,357
 115,194
 (44,837) (38.9) 100,914
 264,078
 (163,164) (61.8)
Total compensation and benefits111,935
 152,996
 (41,061) (26.8) 227,669
 378,442
 (150,773) (39.8)
Non-compensation expenses:               
General, administrative and other19,740
 19,699
 41
 0.2
 50,578
 53,676
 (3,098) (5.8)
Placement fees51
 2,257
 (2,206) (97.7) 134
 3,732
 (3,598) (96.4)
Total non-compensation expenses19,791
 21,956
 (2,165) (9.9) 50,712
 57,408
 (6,696) (11.7)
Total Expenses131,726
 174,952
 (43,226) (24.7) 278,381
 435,850
 (157,469) (36.1)
Other Income (Loss):               
Net gains from investment activities42,074
 7,959
 34,115
 428.6
 10,060
 11,255
 (1,195) (10.6)
Net interest loss(3,680) (4,374) 694
 (15.9) (11,464) (12,952) 1,488
 (11.5)
Other income (loss), net666
 7,344
 (6,678) (90.9) (1,481) 25,915
 (27,396) NM
Total Other Income (Loss)39,060
 10,929
 28,131
 257.4
 (2,885) 24,218
 (27,103) NM
Economic Income$152,642
 $270,951
 $(118,309) (43.7)% $75,156
 $608,370
 $(533,214) (87.6)%
(1)Performance fees includes performance allocations and incentive fees.
Revenues
 For the Six Months Ended June 30, Total Change Percentage Change For the Six Months Ended June 30,Total Change Percentage Change
 2019 2018   2019 2018  
 (in thousands)          
Real Assets:               
Management fees$46,398
 $40,270
 $6,128
 15.2 % $91,783
 $80,478
 $11,305
 14.0 %
Advisory and transaction fees, net5,295
 161
 5,134
 NM
 5,371
 305
 5,066
 NM
Fee Related Revenues51,693
 40,431
 11,262
 27.9
 97,154
 80,783
 16,371
 20.3
Salary, bonus and benefits(19,537) (19,893) 356
 (1.8) (37,725) (38,878) 1,153
 (3.0)
General, administrative and other(8,547) (9,500) 953
 (10.0) (18,222) (19,524) 1,302
 (6.7)
Fee Related Expenses(28,084) (29,393) 1,309
 (4.5) (55,947) (58,402) 2,455
 (4.2)
Other income, net of Non-Controlling Interest156
 55
 101
 183.6
 94
 223
 (129) (57.8)
Fee Related Earnings23,765
 11,093
 12,672
 114.2
 41,301
 22,604
 18,697
 82.7
Realized performance fees3,074
 45,199
 (42,125) (93.2) 3,080
 51,615
 (48,535) (94.0)
Realized profit sharing expense(1,340) (26,805) 25,465
 (95.0) (1,234) (29,870) 28,636
 (95.9)
Net Realized Performance Fees1,734
 18,394
 (16,660) (90.6) 1,846
 21,745
 (19,899) (91.5)
Realized principal investment income1,495
 4,363
 (2,868) (65.7) 1,794
 5,146
 (3,352) (65.1)
Net interest loss and other(2,708) (1,968) (740) 37.6
 (4,881) (3,877) (1,004) 25.9
Segment Distributable Earnings$24,286
 $31,882
 $(7,596) (23.8)% $40,060
 $45,618
 $(5,558) (12.2)%
Three Months Ended SeptemberJune 30, 20182019 Compared to Three Months Ended SeptemberJune 30, 20172018
Management fees increased by $47.2$6.1 million for the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 2017.2018. This change was primarily attributable to the commencement of Fund IX’s investment period in April 2018, resulting in $79.9 millionan increase in management fees earned from Athene, ARI and Apollo Infrastructure Equity Fund (“Infrastructure Fund”) of $4.2 million, $1.3 million and $0.7 million, respectively, along with modest increases in management fees earned across most of our real assets funds during the three months ended SeptemberJune 30, 2019, as compared to the same period during 2018. The increase in management fees was partially offset by decreased management fees earned from Apollo European Principal Finance Fund VIII and Fund VIII, L.P. (“EPF II”) of $26.0$2.4 million and $5.5 million, respectively, during the three months ended SeptemberJune 30, 20182019, as compared to the same period during 2018.
Advisory and transaction fees, net increased by $5.1 million for the three months ended June 30, 2019, as compared to the three months ended SeptemberJune 30, 2017. The decrease in management fees earned from Fund VIII was the result of a change in the basis upon which management fees are earned from capital commitments to invested capital. The decrease in management fees earned from Fund VI resulted from the termination of the fund’s management fee.
Advisory and transaction fees, net decreased by $4.6 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017.2018. This change was primarily attributable to decreases in net advisory and transaction fees earned with respect to portfolio companies of Fund VIII and Fund VII of $3.5 million and $0.8 million, respectively, during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017.

Performance fees decreased by $202.7 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily attributable to decreases in performance fees earned from Fund VIII and Fund VII of $193.7 million and $35.9 million, respectively, partially offset by increases in performance fees earned from ANRP II and ANRP I of $16.7 million and $13.2 million, respectively, for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. The decrease in performance fees from Fund VIII was driven by lower appreciation of the fund’s public and private portfolio companies primarily in the manufacturing and industrial and consumer services sectors during the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. The decrease in performance fees from Fund VII was driven by depreciation of the fund’s private portfolio companies, primarily in the media, telecom, technology and consumer services sectors during the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. The increase in performance fees earned from ANRP II and ANRP I was primarily driven by appreciation of the funds’ private portfolio companies in the energy sector.
Principal investment income decreased by $29.5 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily attributable to decreases in income from Apollo’s equity ownership interest in Fund VIII, AAA and AION of $23.8 million, $4.1 million and $3.5 million, respectively, during the three months ended September 30, 2018, as compared to the same period in 2017.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Management fees increased by $86.5 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily attributable to the commencement of Fund IX’s investment period in April 2018, resulting in $160.3 million in management fees during the nine months ended September 30, 2018. The increase in management fees was partially offset by decreased management fees earned from Fund VIII and Fund VI of $53.4 million and $17.5 million, respectively, during the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017. The decrease in management fees earned from Fund VIII was the result of a change in the basis upon which management fees are earned from capital commitments to invested capital. The decrease in management fees earned from Fund VI resulted from the termination of the fund’s management fee.
Advisory and transaction fees, net decreased by $11.8 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies of $13.4 million, partially offset by an increase in net advisory and transaction fees earned with respect to ANRP II’s portfolio companiesEPF III of $1.5$3.8 million during the ninethree months ended SeptemberJune 30, 2018,2019, as compared to the same period during 2017.2018.
PerformanceRealized performance fees decreased by $660.2$42.1 million for the ninethree months ended SeptemberJune 30, 2018,2019, as compared to the ninethree months ended SeptemberJune 30, 2017. This change2018. The decrease in realized performance fees was primarily attributable to decreases in realized performance fees earnedgenerated from Fund VIIIEPF II and Fund VIstrategic investment accounts of $552.0$37.2 million and $89.2$3.5 million, respectively, during the ninethree months ended SeptemberJune 30, 20182019, as compared to the ninethree months ended SeptemberJune 30, 2017.2018. The decrease in realized performance fees from EPF II is primarily due to the realizations of UK hotel assets held by the fund during the three months ended June 30, 2018, while the fund had no realizations during the three months ended June 30, 2019. Realized performance fees generated from certain funds, including U.S. RE Fund VIII was primarily driven by lower appreciationI, U.S. RE Fund II, Apollo Asia Real Estate Fund, L.P. (“Asia RE Fund”) and EPF II, includes an allocation of the fund’s public and private portfolio companies primarily in the consumer services, business services and manufacturing and industrial sectors. The decrease inrealized performance fees from Fund VI was primarily driven by lower appreciationstrategic investment accounts that invest in the fund’s public portfolio companies in the leisure sector.
Principalfunds. Realized performance fees from strategic investment incomeaccounts decreased by $78.0 millionprimarily due to lower allocations of realizations relating to underlying fund investments for the ninethree months ended SeptemberJune 30, 2018,2019, as compared to the ninesame period during 2018.
Realized profit sharing expense decreased by $25.5 million during the three months ended SeptemberJune 30, 2017. This change was primarily attributable to decreases in income from Apollo’s equity ownership interest in Fund VIII and AAA of $66.7 million and $10.6 million, respectively, during the nine months ended September 30, 2018,2019, as compared to the same period in 2017.
Expenses
Three Months Ended September 30, 2018, Compared to Three Months Ended September 30, 2017
Compensation and benefits expense decreased by $41.1 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily attributable to a decrease in profit sharing expense of $44.8 million as a result of a corresponding decrease in realized performance fees as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds that are generating performance fees in the period.
Included in realized profit sharing expense is $13.9 million and $9.3$7.8 million related to the Incentive Pool for the three months ended SeptemberJune 30, 2018 and 2017, respectively.2018. There was no realized profit sharing expense related to the Incentive Pool for the three months ended June 30, 2019. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.

Placement feesRealized principal investment income decreased by $2.2$2.9 million duringfor the three months ended SeptemberJune 30, 2018,2019, as compared to the three months ended SeptemberJune 30, 2017. This change was primarily driven by placement fees incurred in connection with capital raising activity relating to Fund IX of $2.3 million during the three months ended September 30, 2017.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Compensation and benefits expense decreased by $150.8 million for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017.2018. This change was primarily attributable to a decrease in profit sharing expenserealizations from Apollo’s equity ownership interest in EPF II of $163.2$3.3 million during the ninethree months ended SeptemberJune 30, 2018,2019, as compared to the same period in 2017,2018.
Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018
Management fees increased by $11.3 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. This change was primarily attributable to an increase in management fees earned from Athene, ARI and Apollo Infrastructure Equity Fund of $9.1 million, $2.4 million and $1.4 million, respectively, along with modest increases in management fees earned across most of our real assets funds during the six months ended June 30, 2019, as compared to the same period during 2018. The increase in management fees was partially offset by decreased management fees earned from EPF II of $5.2 million during the six months ended June 30, 2019, as compared to the same period during 2018.
Advisory and transaction fees, net increased by $5.1 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. This change was primarily attributable to an increase in net advisory and transaction fees earned with respect to EPF III and AGRE Debt Fund I of $3.8 million and $1.1 million, respectively, during the six months ended June 30, 2019, as compared to the same period during 2018.
Realized performance fees decreased by $48.5 million for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. The decrease in realized performance fees was primarily attributable to decreases in realized performance fees generated from EPF II and strategic investment accounts of $39.0 million and $7.2 million, respectively, during the six months ended June 30, 2019, as compared to the six months ended June 30, 2018. Realized performance fees from EPF II decreased primarily due to the realization of UK hotel assets held by the fund during the six months ended June 30, 2018, while the fund had no realizations during the six months ended June 30, 2019. Realized performance fees generated from certain funds, including U.S. RE Fund I, U.S. RE Fund II, Asia RE Fund and EPF II, includes an allocation of realized performance fees from strategic investment accounts that invest in the funds. The decrease in realized performance fees from strategic investment accounts was primarily due to lower allocations of realizations relating to underlying investments for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018.
Realized profit sharing expense decreased by $28.6 million during the six months ended June 30, 2019, as compared to the same period in 2018, as a result of a corresponding decrease in realized performance fees as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period.
Included in realized profit sharing expense is $38.9 million and $40.5$8.4 million related to the Incentive Pool for the ninesix months ended SeptemberJune 30, 2018 and 2017, respectively.2018. There was no realized profit sharing expense related to the Incentive Pool for the six months ended June 30, 2019. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
General, administrative and otherRealized principal investment income decreased by $3.1$3.4 million duringfor the ninesix months ended SeptemberJune 30, 2018,2019, as compared to the ninesix months ended SeptemberJune 30, 2017. The change was primarily driven by a decrease in fund organizational expenses related to the launch of Fund IX during the nine months ended September 30, 2017, partially offset by increased professional fees and other miscellaneous expenses during the nine months ended September 30, 2018, as compared to the same period in 2017.
Placement fees decreased by $3.6 million during the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily driven by placement fees incurred in connection with capital raising activity relating to Fund IX of $3.5 million during the nine months ended September 30, 2017.
Other Income (Loss)
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Net gains from investment activities increased by $34.1 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017.2018. This change was primarily attributable to an increasea decrease in the fair valuerealizations from Apollo’s equity ownership interest in EPF II of the Company’s investment in Athene Holding$4.0 million during the threesix months ended SeptemberJune 30, 20182019.
Net interest loss and other increased by $1.0 million for the six months ended June 30, 2019, as compared to the same period in 2017. See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Other income, net decreased by $6.7 million for the threesix months ended SeptemberJune 30, 2018, as compared to the three months ended September 30, 2017, primarily attributable to proceeds received in connection with the Company’s early termination of a lease during the three months ended September 30, 2017.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Net gains from investment activities decreased by $1.2 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily attributable to lower appreciation in the fair value of the Company’s investment in Athene Holding during the nine months ended September 30, 2018 as compared to the same period in 2017. See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Net interest loss decreased by $1.5 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to additional interest income earned from money market funds and U.S. Treasury securities held after September 30, 2017. Interest income was partially offset by additional interest expense incurred during the ninesix months ended SeptemberJune 30, 20182019 as a result of the issuance of the 20482029 Senior Notes, in March 2018, as described in note 910 to our condensed consolidated financial statements.
Other loss, net was $1.5 million for the nine months ended September 30, 2018, as compared to other income, net of $25.9 million for the nine months ended September 30, 2017. This change was primarily attributable to proceeds received in connection with the Company’s early termination of a lease during the nine months ended September 30, 2017, in addition to insurance proceeds of $17.5 million received during the nine months ended September 30, 2017 in connection with fees and expenses relating to a legal proceeding.

Real Assets
The following table sets forth our segment statement of operations information and EI within our real assets segment.
 For the Three Months Ended September 30, Total Change Percentage Change For the Nine Months Ended September 30, Total Change Percentage Change
 2018 2017   2018 2017  
 (in thousands)   (in thousands)  
Real Assets:               
Revenues:               
Management fees$20,094
 $18,470
 $1,624
 8.8 % $56,532
 $54,560
 $1,972
 3.6 %
Advisory and transaction fees, net4,737
 1,418
 3,319
 234.1
 4,787
 2,775
 2,012
 72.5
Performance fees(1):
               
Unrealized2,338
 (5,169) 7,507
 NM
 (585) (1,639) 1,054
 (64.3)
Realized559
 6,985
 (6,426) (92.0) 6,487
 12,224
 (5,737) (46.9)
Total performance fees2,897
 1,816
 1,081
 59.5
 5,902
 10,585
 (4,683) (44.2)
Principal investment income (loss)607
 (83) 690
 NM
 924
 1,935
 (1,011) (52.2)
Total Revenues28,335
 21,621
 6,714
 31.1
 68,145
 69,855
 (1,710) (2.4)
Expenses:               
Compensation and benefits:               
Salary, bonus and benefits10,166
 10,513
 (347) (3.3) 30,700
 27,905
 2,795
 10.0
Equity-based compensation521
 798
 (277) (34.7) 2,227
 1,980
 247
 12.5
Profit sharing expense:               
Unrealized1,775
 (4,812) 6,587
 NM
 377
 (2,848) 3,225
 NM
Realized548
 3,636
 (3,088) (84.9) 3,194
 6,528
 (3,334) (51.1)
Equity-based385
 
 385
 NM
 924
 
 924
 NM
Total profit sharing expense2,708
 (1,176) 3,884
 NM
 4,495
 3,680
 815
 22.1
Total compensation and benefits13,395
 10,135
 3,260
 32.2
 37,422
 33,565
 3,857
 11.5
Non-compensation expenses:               
General, administrative and other6,186
 5,520
 666
 12.1
 18,638
 15,299
 3,339
 21.8
Total non-compensation expenses6,186
 5,520
 666
 12.1
 18,638
 15,299
 3,339
 21.8
Total Expenses19,581
 15,655
 3,926
 25.1
 56,060
 48,864
 7,196
 14.7
Other Income (Loss):               
Net gains from investment activities
 
 
 NM
 11
 
 11
 NM
Net interest loss(983) (1,163) 180
 (15.5) (3,123) (3,634) 511
 (14.1)
Other income, net1,277
 2,044
 (767) (37.5) 641
 2,347
 (1,706) (72.7)
Total Other Income (Loss)294
 881
 (587) (66.6) (2,471) (1,287) (1,184) 92.0
Economic Income$9,048
 $6,847
 $2,201
 32.1 % $9,614
 $19,704
 $(10,090) (51.2)%
(1)Performance fees includes performance allocations and incentive fees.
Revenues
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Management fees increased by $1.6 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily attributable to increases in management fees earned from ARI and Athene of $1.0 million and $1.0 million, respectively, during the three months ended September 30, 2018, as compared to the same period during 2017. The increase in management fees was partially offset by a decrease in management fees earned from Trophy Property Development Fund, L.P. of $0.7 million during the three months ended September 30, 2018, as compared to the same period during 2017.
Advisory and transaction fees, net, increased by $3.3 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily attributable to an increase in net advisory and transaction fees earned with respect to the acquisition of management contracts for India-based funds of $3.5 million during the three months ended September 30, 2018.
Performance fees increased by $1.1 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily attributable to an increase in performance fees earned from U.S. RE Fund I of $1.8 million. The increase in performance fees earned from U.S. RE Fund I is primarily the result of higher appreciation of several of the fund’s real estate investments during the three months ended September 30, 2018 as compared to the three months

ended September 30, 2017. This increase was partially offset by a decrease in performance fees earned from Asia RE Fund of $0.7 million. The decrease in performance fees earned from Asia RE Fund is primarily due to lower appreciation in the fund’s investments during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Advisory and transaction fees, net, increased by $2.0 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily attributable to an increase in net advisory and transaction fees earned with respect to the acquisition of management contracts for India-based funds of $3.5 million during the nine months ended September 30, 2018. This increase was partially offset by a decrease in net advisory and transaction fees earned with respect to AGRE Debt Fund I of $1.4 million during the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017.
Performance fees decreased by $4.7 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. Performance fees earned from certain funds, including U.S. RE Fund II, includes an allocation of performance fees from a strategic investment account that invests in the funds. This change was primarily attributable to decreases in performance fees earned from strategic investment accounts and U.S. RE Fund II of $3.7 million and $2.5 million, respectively, during the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. The decrease in performance fees earned from strategic investment accounts is primarily due to the reversal of cumulative unrealized performance fees for one of our strategic investment accounts that invests in Asia. Performance fees earned from U.S. RE Fund II decreased primarily due to lower appreciation of several of the fund’s real estate investments during the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017. This decrease was partially offset by an increase in performance fees earned from London Prime Apartments of $1.2 million primarily due to losses on sales of real estate investments during the nine months ended September 30, 2017.
Expenses
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Compensation and benefits increased by $3.3 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017. This change was primarily attributable to an increase in profit sharing expense of $3.9 million during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 as a result of a corresponding increase in performance fees as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period.
Included in profit sharing expense is $0.4 million and $0.5 million related to the Incentive Pool for the three months ended September 30, 2018 and 2017, respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular quarter.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Compensation and benefits increased by $3.9 million for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. Salary, bonus and benefits increased by $2.8 million during the nine months ended September 30, 2018, as compared to the same period during 2017 primarily due to increased headcount. In addition, profit sharing expense increased $0.8 million during the nine months ended September 30, 2018, as compared to the same period in 2017, as a result of grants of RSUs under the 2007 Equity Plan during the nine months ended September 30, 2018 (see note 11 to the condensed consolidated financial statements).
Included in profit sharing expense is $1.2 million and $0.9 million related to the Incentive Pool for the nine months ended September 30, 2018 and 2017, respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
General, administrative and other increased by $3.3 million during the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. This change was primarily attributable to increases in professional fees and other miscellaneous expenses during the nine months ended September 30, 2018 as compared to the same period in 2017.

Other Income (Loss)
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Other income, net decreased by $0.8 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily attributable to proceeds received in connection with the Company’s early termination of a lease during the three months ended September 30, 2017.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Other income, net decreased by $1.7 million for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily attributable to proceeds received in connection with the Company’s early termination of a lease during the nine months ended September 30, 2017.
Summary of Fee Related Earnings
The following table is a summary of Fee Related Earnings.
 For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
 2018 2017 2018 2017
 (in thousands)
Management Fees$339,905
 $282,434
 $937,972
 $801,395
Advisory and Transaction Fees, net12,972
 16,209
 41,546
 54,905
Performance fees(1)
7,064
 6,173
 18,105
 12,636
Salary, Bonus and Benefits(101,533) (101,007) (312,565) (294,288)
Non-compensation Expenses(64,743) (66,325) (175,432) (181,094)
Other Income attributable to Fee Related Earnings(2)
4,580
 26,456
 9,768
 46,818
Non-Controlling Interest(1,187) (1,751) (3,766) (3,244)
Fee Related Earnings$197,058
 $162,189
 $515,628
 $437,128
(1)Represents performance fees earned from business development companies.
(2)Includes $19.0 million in proceeds received in connection with the Company’s early termination of a lease during the three and nine months ended September 30, 2017. Includes $17.5 million in insurance proceeds recognized in connection with fees and expenses relating to a legal proceeding during the nine months ended September 30, 2017.

Summary of Distributable Earnings
The following table is a reconciliation of Distributable Earnings per share of common and equivalentsequivalent to net distribution per share of common and equivalent.
For the Three Months Ended September 30, For the Nine Months Ended September 30,For the Three Months Ended June 30, For the Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
(in thousands, except per share data)(in thousands, except per share data)
Distributable Earnings$244,902
 $185,131
 $692,677
 $682,442
Segment Distributable Earnings$254,817
 $238,529
 $485,967
 $442,693
Taxes and related payables(1)
(9,734) (7,272) (34,770) (20,344)(14,878) (13,838) (29,514) (25,036)
Preferred distributions(9,164) (4,383) (22,499) (9,155)(9,164) (8,952) (18,328) (13,335)
Distributable Earnings After Taxes and Related Payables226,004
 173,476
 635,408
 652,943
Distributable Earnings230,775
 215,739
 438,125
 404,322
Add back: Tax and related payables attributable to common and equivalents7,702
 4,706
 28,677
 14,091
12,777
 11,808
 25,252
 20,975
Distributable Earnings before certain payables(2)(1)
233,706
 178,182
 664,085
 667,034
243,552
 227,547
 463,377
 425,297
Percent to common and equivalents51% 49% 51% 49%51% 51% 51% 51%
Distributable Earnings before other payables attributable to common and equivalents119,231
 87,078
 338,800
 325,981
124,212
 116,049
 236,322
 216,901
Less: Taxes and related payables attributable to common and equivalents(7,702) (4,706) (28,677) (14,091)(12,777) (11,808) (25,252) (20,975)
Distributable Earnings attributable to common and equivalents(2)$111,529
 $82,372
 $310,123
 $311,890
$111,435
 $104,241
 $211,070
 $195,926
Distributable Earnings per share of common and equivalent(3)
$0.55
 $0.42
 $1.54
 $1.59
Retained capital per share of common and equivalent(3)(4)
(0.09) (0.03) (0.27) (0.19)
Net distribution per share of common and equivalent(3)
$0.46
 $0.39
 $1.27
 $1.40
Distributable Earnings per share(3)
$0.56
 $0.52
 $1.06
 $0.98
Retained capital per share(3)
(0.06) (0.09) (0.10) (0.17)
Net distribution per share(3)
$0.50
 $0.43
 $0.96
 $0.81
(1)Represents the estimated current corporate, local and non-U.S. taxes as well as the payable under Apollo’s tax receivable agreement. DE After Taxes and Related Payables is calculated after current taxes and the impact of the tax receivable agreement (“TRA”). The TRA component of taxes used in calculating DE After Taxes was previously estimated based on the tax asset used to reduce the prior year’s tax liability. In 2018, the DE effective tax rate, using this estimation methodology, results in an increase in the tax rate despite the significantly reduced federal tax rate under tax reform. We believe it is more meaningful to estimate the current year impact of the TRA component of taxes when calculating DE After Taxes. The impact of this change is not significant to DE After Taxes and Related Payables as previously reported; DE After Taxes and Related Payables would have been $165.3 million and $629.0 million for the three and nine months ended September 30, 2017, respectively.
(2)Distributable earningsEarnings before certain payables represents Distributable Earnings before the deduction for the estimated current corporate taxes and the amounts payable under Apollo’s TRA.tax receivable agreement.
(2)“Common and equivalents” consists of total Class A shares outstanding and RSUs that participate in distributions.
(3)Per share calculations are based on end of period Distributable Earnings Shares Outstanding, which consists of total Class A shares outstanding, AOG Units and RSUs that participate in distributions (collectively referred to as “common and equivalents”).
(4)Retained capital is withheld pro-rata from common and equivalent holders.distributions.

Summary of Non-U.S. GAAP Measures
The table below sets forth a reconciliation of net income attributable Apollo Global Management, LLC Class A Shareholders to our non-U.S. GAAP performance measures:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
 (in thousands)
Net Income Attributable to Apollo Global Management, LLC Class A Shareholders$162,357
 $198,569
 $154,370
 $430,673
Preferred distributions9,164
 4,383
 22,499
 9,155
Net income attributable to Non-Controlling Interests in consolidated entities11,340
 1,048
 26,035
 8,967
Net income attributable to Non-Controlling Interests in the Apollo Operating Group179,831
 230,363
 194,250
 533,540
Net Income$362,692
 $434,363
 $397,154
 $982,335
Income tax provision19,092
 16,542
 46,596
 54,926
Income Before Income Tax Provision$381,784
 $450,905
 $443,750
 $1,037,261
Transaction-related charges and equity-based compensation1,253
 8,514
 (3,800) 10,789
Net income attributable to Non-Controlling Interests in consolidated entities(11,340) (1,048) (26,035) (8,967)
Economic Income(1)
$371,697
 $458,371
 $413,915
 $1,039,083
Income tax provision on Economic Income(28,451) (22,356) (69,877) (83,125)
Preferred distributions(9,164) (4,383) (22,499) (9,155)
Economic Net Income$334,082
 $431,632
 $321,539
 $946,803
Preferred distributions9,164
 4,383
 22,499
 9,155
Income tax provision on Economic Income28,451
 22,356
 69,877
 83,125
Performance fees(2)
(119,478) (340,401) (126,332) (821,210)
Profit sharing expense86,885
 131,445
 185,565
 337,721
Equity-based compensation(3)
19,951
 17,058
 53,342
 51,369
Principal investment income(17,738) (48,014) (27,926) (104,447)
Net gains from investment activities(155,262) (68,529) (20,560) (102,620)
Net interest loss9,521
 11,509
 29,798
 35,564
Other1,482
 750
 7,826
 1,668
Fee Related Earnings$197,058
 $162,189
 $515,628
 $437,128
Depreciation, amortization and other, net1,569
 5,825
 6,651
 10,860
Fee Related EBITDA$198,627
 $168,014
 $522,279
 $447,988
Realized performance fees(4)
93,031
 54,802
 329,807
 433,591
Realized profit sharing expense(4)
(54,180) (35,673) (187,637) (203,479)
Fee Related EBITDA + 100% of Net Realized Performance Fees$237,478
 $187,143
 $664,449
 $678,100
Non-cash revenues(842) (842) (2,527) (2,527)
Realized principal investment income17,787
 10,339
 60,553
 42,433
Net interest loss(9,521) (11,509) (29,798) (35,564)
Distributable Earnings$244,902
 $185,131
 $692,677
 $682,442
Taxes and related payables(9,734) (7,272) (34,770) (20,344)
Preferred distributions(9,164) (4,383) (22,499) (9,155)
Distributable Earnings After Taxes and Related Payables$226,004
 $173,476
 $635,408
 $652,943
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2019 2018 2019 2018
 (in thousands)    
Net Income (Loss) Attributable to Apollo Global Management, LLC Class A Shareholders$155,659
 $54,658
 $295,552
 $(7,987)
Preferred distributions9,164
 8,952
 18,328
 13,335
Net income attributable to Non-Controlling Interests in consolidated entities5,143
 8,716
 13,805
 14,695
Net income attributable to Non-Controlling Interests in the Apollo Operating Group172,195
 71,484
 330,043
 14,419
Net Income$342,161
 $143,810
 $657,728
 $34,462
Income tax provision16,897
 18,924
 36,551
 27,504
Income Before Income Tax Provision$359,058
 $162,734
 $694,279
 $61,966
Transaction-related charges(1)
18,135
 (6,905) 23,598
 (5,053)
Charges associated with corporate conversion(2)
10,006
 
 10,006
 
Net income attributable to Non-Controlling Interests in consolidated entities(5,143) (8,716) (13,805) (14,695)
Unrealized performance fees(3)
(129,679) (20,619) (314,062) 229,922
Unrealized profit sharing expense(3)
40,799
 9,125
 116,561
 (67,263)
Equity-based profit sharing expense and other(4)
20,675
 17,850
 41,637
 32,414
Equity-based compensation18,237
 16,028
 36,660
 33,463
Unrealized principal investment (income) loss(31,893) (3,419) (44,221) 32,578
Unrealized net (gains) losses from investment activities and other(45,378) 72,451
 (64,686) 139,361
Segment Distributable Earnings(5)
$254,817
 $238,529
 $485,967
 $442,693
Taxes and related payables(14,878) (13,838) (29,514) (25,036)
Preferred distributions(9,164) (8,952) (18,328) (13,335)
Distributable Earnings$230,775
 $215,739
 $438,125
 $404,322
Preferred distributions9,164
 8,952
 18,328
 13,335
Taxes and related payables14,878
 13,838
 29,514
 25,036
Realized performance fees(33,335) (114,474) (97,124) (236,776)
Realized profit sharing expense13,306
 69,810
 54,445
 133,457
Realized principal investment income(11,281) (19,373) (22,717) (42,766)
Net interest loss and other15,014
 11,179
 27,706
 21,962
Fee Related Earnings$238,521
 $185,671
 $448,277
 $318,570
Depreciation, amortization and other, net2,733
 2,494
 5,312
 2,494
Fee Related EBITDA$241,254
 $188,165
 $453,589
 $321,064
Realized performance fees(6)
33,335
 114,474
 97,124
 236,776
Realized profit sharing expense(6)
(13,306) (69,810) (54,445) (133,457)
Fee Related EBITDA + 100% of Net Realized Performance Fees$261,283
 $232,829
 $496,268
 $424,383
(1)Transaction-related charges include contingent consideration, equity-based compensation charges and the amortization of intangible assets and certain other charges associated with acquisitions.
(2)Represents expenses incurred in relation to the previously announced plans to convert from a publicly traded partnership to a C corporation, as described in note 1 to the condensed consolidated financial statements.
(3)Includes realized performance fees and realized profit sharing expense settled in the form of shares of Athene Holding during the six months ended June 30, 2018.
(4)Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit

sharing expense and other also includes non-cash expenses related to equity awards in unconsolidated related parties granted to employees of Apollo.
(5)See note 1516 to the condensed consolidated financial statements for more details regarding Economic IncomeSegment Distributable Earnings for the combined segments.
(2)Excludes performance fees from business development companies.
(3)Includes equity-based compensation related to RSUs (excluding RSUs granted in connection with the 2007 private placement), share options and restricted share awards.
(4)(6)Excludes realized performance fees and realized profit sharing expense settled in the form of shares of Athene shares.Holding during the six months ended June 30, 2018.

Liquidity and Capital Resources
Overview
Apollo’s business model primarily derives revenues and cash flows from the assets it manages. Apollo targets operating expense levels such that fee income exceeds total operating expenses each period. The company intends to distribute to its shareholders on a quarterly basis substantially all of its distributable earnings after taxes and related payables in excess of amounts determined to be necessary or appropriate to provide for the conduct of the business. As a result, the Company requires limited capital resources to support the working capital or operating needs of the business. While primarily met by cash flows generated through fee income received, liquidity needs are also met (to a limited extent) through proceeds from borrowings and equity issuances as described in note 9notes 10 and note 1213 to the condensed consolidated financial statements, respectively. The Company had cash and cash equivalents of $0.9 billion$945.7 million at SeptemberJune 30, 2018.2019.
Primary Sources &and Uses of Cash
The Company has multiple sources of short-term liquidity to meet its capital needs, including cash on hand, annual cash flows from its activities, and available funds from the Company’s $750 million revolving credit facility as of SeptemberJune 30, 2018.2019. The Company believes these sources will be sufficient to fund our capital needs for at least the next twelve months. If the Company determines that market conditions are favorable after taking into account our liquidity requirements, we may seek to issue additional senior notes, preferred equity, or other financing instruments.
The section below discusses in more detail the Company’s primary sources and uses of cash and the primary drivers of cash flows within the Company’s condensed consolidated statements of cash flows:
For the Nine Months Ended September 30,For the Six Months Ended June 30,
2018 20172019 2018
(in thousands)(in thousands)
Operating Activities$770,890
 $670,392
$450,610
 $395,075
Investing Activities(169,604) (244,719)(398,247) 223,551
Financing Activities(538,017) (295,901)315,223
 (310,719)
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities$63,269
 $129,772
$367,586
 $307,907
Operating Activities
The Company’s operating activities support its assetinvestment management activities. The primary sources of cash within the operating activities section include: (a) management fees, (b) advisory and transaction fees, (c) realized performance revenues, and (d) realized principal investment income. The primary uses of cash within the operating activities section include: (a) compensation and non-compensation related expenses, (b) placement fees, and (c) interest and taxes.
During the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, cash provided by operating activities primarily includes cash inflows from the receipt of management fees, advisory and transaction fees, realized performance revenues, and realized principal investment income, offset by cash outflows for compensation, general, administrative, and other expenses. Net cash provided by operating activities also reflects the operating activity of our consolidated funds and VIEs, which primarily include cash inflows from the sale of investments offset by cash outflows for purchases of investments.
Investing Activities
The Company’s investing activities support growth of its business. The primary sources of cash within the investing activities section include distributions from investments. The primary uses of cash within the investing activities section include: (a) capital expenditures, (b) investment purchases, including purchases of U.S. Treasury securities, and (c) equity method investments in the funds we manage.

During the ninesix months ended SeptemberJune 30, 2019 and 2018, cash used by investing activities primarily reflects purchases of U.S. Treasury securities and other investments and net contributions to equity method investments, offset by proceeds from maturities of U.S. Treasury securities.
During the nine months ended September 30, 2017, cash used by investing activities primarily reflects purchases of U.S. Treasury securities and net contributions to equity method investments, offset by repayment of related party loans.

Financing Activities
The Company’s financing activities reflect its capital market transactions and transactions with owners. The primary sources of cash within the financing activities section includes proceeds from debt and preferred equity issuances. The primary uses of cash within the financing activities section include: (a) distributions, (b) payments under the tax receivable agreement, payments, (c) share repurchases, (d) cash paid to settle tax withholding obligations in connection with net share settlements of equity-based awards, and (e) repayments of debt.
During the ninesix months ended SeptemberJune 30, 2019, cash provided by financing activities primarily reflects proceeds from the issuance of the 2029 Senior Notes and 2039 Senior Secured Guaranteed Notes, partially offset by distributions to Class A shareholders and Non-Controlling interest holders.
During the six months ended June 30, 2018, cash used by financing activities primarily reflectsreflected repayments on the Term Facilityterm loan facility to AMH and distributions to Class A shareholders and Non-Controlling interest holders, partially offset by proceeds from the issuance of the Series B Preferred shares and the 2048 Senior Notes.
During the nine months ended September 30, 2017, cash used by financing activities primarily reflects distributions to Class A shareholders and Non-Controlling interest holders, offset by proceeds from the issuance of Series A Preferred shares. Net cash provided by financing activities also reflects the financing activity of our consolidated funds and VIEs, which primarily include cash inflows from the issuance of debt offset by cash outflows for the principal repayment of debt.
Future Debt Obligations
The Company had long-term debt of $1.4$2.4 billion at SeptemberJune 30, 2018,2019, which includes $1.3$2.3 billion of Senior Notessenior notes with maturities in 2024, 2026, 2029, 2039 and 2048. See note 910 to the condensed consolidated financial statements for further information regarding the Company’s debt arrangements.
Contractual Obligations, Commitments and Contingencies
The Company had unfunded general partner commitments of $1.4$1.1 billion at SeptemberJune 30, 2018,2019, of which $692$434 million related to Fund IX. For a summary and a description of the nature of the Company’s commitments, contingencies and contractual obligations, see note 1415 to the condensed consolidated financial statements and “—Contractual Obligations, Commitments and Contingencies”. The Company’s commitments are primarily fulfilled through cash flows from operations and (to a limited extent) through borrowings and equity issuances as described in note 9notes 10 and note 1213 to the condensed consolidated financial statements, respectively.
Consolidated Funds and VIEs
The Company manages its liquidity needs by evaluating unconsolidated cash flows; however, the Company’s financial statements reflect the financial position of Apollo as well as Apollo’s consolidated funds and VIEs. The primary sources and uses of cash at Apollo’s consolidated funds and VIEs include: (a) raising capital from their investors, which have been reflected historically as Non-Controlling Interests of the consolidated subsidiaries in our financial statements, (b) using capital to make investments, (c) generating cash flows from operations through distributions, interest and the realization of investments, (d) distributing cash flow to investors, and (e) issuing debt to finance investments (CLOs).
Other Liquidity and Capital Resource Considerations
Future Cash Flows
Our ability to execute our business strategy, particularly our ability to increase our AUM, depends on our ability to establish new funds and to raise additional investor capital within such funds. Our liquidity will depend on a number of factors, such as our ability to project our financial performance, which is highly dependent on our funds and our ability to manage our projected costs, fund performance, access to credit facilities, compliance with existing credit agreements, as well as industry and market trends. Also during economic downturns the funds we manage might experience cash flow issues or liquidate entirely. In these situations we might be asked to reduce or eliminate the management fee and incentiveperformance fees we charge, which could adversely impact our cash flow in the future.
An increase in the fair value of our funds’ investments, by contrast, could favorably impact our liquidity through higher management fees where the management fees are calculated based on the net asset value, gross assets or adjusted assets. Additionally, higher performance fees not yet realized would generally result when investments appreciate over their cost basis which would not have an impact on the Company’s cash flow until realized.

Consideration of Financing Arrangements
As noted above, in limited circumstances, the Company may issue debt or preferred sharesequity to supplement its liquidity. The decision to enter into a particular financing arrangement is made after careful consideration of various factors including the

Company’s cash flows from operations, future cash needs, current sources of liquidity, demand for the Company’s debt or equity, and prevailing interest rates.
Revolver Facility
As further described in note 9 to the condensed consolidated financial statements, the 2013 AMH Credit Facilities and all related loan documents were terminated as of July 11, 2018. Under the Company’s 2018 AMH Credit Facility, the Company may borrow in an aggregate amount not to exceed $750 million and may incur incremental facilities in an aggregate amount not to exceed $250 million plus additional amounts so long as the Borrower is in compliance with a net leverage ratio not to exceed 4.00 to 1.00. Borrowings under the 2018 AMH Credit Facility may be used for working capital and general corporate purposes, including without limitation, permitted acquisitions. As of SeptemberJune 30, 2018,2019, the 2018 AMH Credit Facility was undrawn.
Distributions
For information regarding the quarterly distributions which were made at the sole discretion of the Company’s manager during 20182019 and 20172018 to Class A shareholders, Non-Controlling Interest holders in the Apollo Operating Group and participating securities, see note 1213 to the condensed consolidated financial statements.
Although the Company expects to pay distributions according to our distribution policy, we may not pay distributions according to our policy, or at all, if, among other things, we do not have the cash necessary to pay the intended distributions. To the extent we do not have cash on hand sufficient to pay distributions, we may have to borrow funds to pay distributions, or we may determine not to pay distributions. The declaration, payment and determination of the amount of our quarterly distributions are at the sole discretion of our manager.
On OctoberJuly 31, 2018,2019, the Company declared a cash distribution of $0.46$0.50 per Class A share, which will be paid on NovemberAugust 30, 20182019 to holders of record at the close of business on November 20, 2018.August 16, 2019. Also, the Company declared a cash distribution of $0.398438 per Series A Preferred share and Series B Preferred share which will be paid on December 17, 2018September 16, 2019 to holders of record at the close of business on NovemberAugust 30, 2018.2019.
Tax Receivable Agreement
The tax receivable agreement provides for the payment to the Managing Partners and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that APO Corp. realizes subject to the agreement. For more information regarding the tax receivable agreement, see note 14 to the condensed consolidated financial statements.
AGM Share Repurchases
For information regarding the Company’s share repurchase program, see note 13 to the condensed consolidated financial statements.
APO Share Repurchases
In February 2016, Apollo announced its adoption of a program to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through a reduction of Class A shares to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan, which we refer to as net share settlement.  Under the share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors.
AINV Share Purchases
On March 11, 2016, it was announced that Apollo intended to embark on a program to purchase $50 million of AINV’s common stock, subject to certain regulatory approvals. Under the program, shares may be purchased from time to time in open market transactions and in accordance with applicable law. As of SeptemberJune 30, 2018,2019, Apollo had purchased approximately 871 thousand shares, or approximately $4.9 million of AINV’s common stock.
Athora
On April 14, 2017, Apollo made an unfunded commitment of €125 million to purchase new Class B-1 equity interests in Athora, a strategic platform established to acquire traditional closed life insurance policies and provide capital and reinsurance solutions to insurers in Europe. In January 2018, Apollo purchased Class C-1 equity interests in Athora that represent a profits interest in Athora which, upon meeting certain vesting triggers, will be convertible by Apollo into additional Class B-1 equity interests in Athora. Apollo and Athene are minority investors in Athora and long term strategic partners with aggregate voting

power of 35% and 10%, respectively. For more information regarding unfunded general partner commitments, see “—Contractual Obligations, Commitments and Contingencies”.

In June 2019, Athora announced its intention to acquire VIVAT N.V.s life insurance business, which is expected to close in 2020 subject to customary closing conditions including regulatory approvals. VIVAT is expected to provide Athora with a platform for future growth due to its scale in the Dutch market, strong brands and deep distribution and underwriting capabilities
Fund VIII, Fund VII, Fund VI, ANRP I and ANRP II Escrow
As of SeptemberJune 30, 2018,2019, the remaining investments and escrow cash of Fund VIII were valued at 125% of the fund’s unreturned capital, which was above the required escrow ratio of 115%. As of June 30, 2019, the remaining investments and escrow cash of Fund VII, Fund VI, ANRP I and ANRP II were valued at 93%73%, 90%37%, 62% and 108%112% of the fund’s unreturned capital, respectively, which waswere below the required escrow ratio of 115%. As a result, these funds are required to place in escrow current and future performance feesfee distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation.
Clawback
Performance fees from our private equity funds and certain credit and real assets funds isare subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative performance fees distributed from inception to date exceeds the amount computed as due to the general partner at the final distribution. See “—Overview of Results of Operations—Performance Fees” for the maximum performance fees subject to potential reversal by each fund.
Indemnification Liability
The Company recorded an indemnification liability in the event that our Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation to return previously distributed performance fees. See note 1314 to the condensed consolidated financial statements for further information regarding the Company’s indemnification liability.
Investment Management Agreements - Athene Asset Management
The Company provides asset management and advisory services to Athene as described in note 14 to the condensed consolidated financial statements. On September 20, 2018, Athene and Apollo agreed to revise the existing fee arrangements (the “amended fee agreement”) between Athene and Apollo. The amended fee agreement was subject to approval by Athene’s shareholders of a subsidiarybye-law amendment providing that Athene will not elect to terminate the investment management arrangement between Athene and Apollo, except for cause, for a period of Apollo Global Management, LLC entered into a letter agreement (the “Letter Agreement”) with Athene Holding Ltd. Infour years from the Letter Agreement, eachdate of the Company and Athene agreed that, if the shareholders of Athene approve anbye-law amendment and restatementthereafter only on each successive two-year anniversary of the bye-lawsexpiration of the initial four-year period. On June 10, 2019, the Athene (further described below), it will executeshareholders approved the bye-law amendment and restatement of the Sixth Amended and Restated Fee Agreement, dated June 7, 2018, between the Company and Athene (the “Existing Fee Agreement”) in substantially the form attached as an exhibit to the Letter Agreement (the “Proposed Amended Fee Agreement”).
The Proposed Amended Fee Agreement provides for a monthlyamended fee to be payable by Athene to the Company in arrears, withagreement took effect retroactive effect to the month beginning January 1, 2019. The Company began recording fees pursuant to the amended fee agreement on January 1, 2019, in an amount equal to the following, to the extent not otherwise payable to the Company pursuant to any one or more investment management or sub-advisory agreements or arrangements:
(1)a base management2019. The amended fee equal to the sum of (i) 0.225% per annum of the lesser of (A) the aggregate market value of substantially all of the assets in substantially all of the investment accounts of or relating to Athene (collectively, the “Accounts”)agreement provides for sub-allocation fees which vary based on December 31, 2018 (the “Backbook Value”) and (B) the aggregate market value of substantially all of the assets in the Accounts at the end of the respective month, plus (ii) 0.15% per annum of the amount, if any (the “Incremental Value”), by which the aggregate market value of substantially all of the assets in the Accounts at the end of the respective month exceeds the Backbook Value; plus
(2)with respect to each asset in an Account, subject to certain exceptions, that is managed by the Company and that belongs to a specified asset class tier (“core,” “core plus,” “yield,” and “high alpha”), a sub-allocation feeportfolio allocation differentiation, as follows, which will, in the case of assets acquired after January 1, 2019, be subject to a cap of 10% of the applicable asset’s gross book yield:
(i)0.065% of the market value of “core assets,” which include public investment grade corporate bonds, municipal securities, and agency residential mortgage backed securities (“RMBS”);
(ii)0.13% of the market value of “core plus assets,” which include private investment grade corporate bonds, first lien commercial mortgage loans (“CML”), and long-term fixed rate mortgages;
(iii)0.375% of the market value of “yield assets,” which include non-agency RMBS, investment grade collateralized loan obligations (“CLO”), commercial mortgage backed securities and other asset-backed securities (other than RMBS), emerging market investments, below investment grade corporate bonds, residential mortgage loans, triple net leases, bank loans, investment grade infrastructure debt, and lower yielding floating rate mortgages;

(iv)0.70% of the market value of “high alpha assets,” which include mezzanine CMLs, below investment grade CLOs, preferred equity, assets originated by MidCap, higher yielding mortgages and below investment grade infrastructure debt; and
(v)0.00% of the market value of cash, treasuries, equities and alternatives.described below.
The base management fee covers a range of investment services that Athene receives from the Company, including investment management, asset allocation, mergers and acquisition asset diligence and certain operational support services such as investment compliance, tax, legal and risk management support, among others. Additionally, the Proposed Amended Fee Agreementamended fee agreement provides for a possible payment by the Company to Athene, or a possible payment by Athene to the Company, equal to 0.025% of the Incremental Value as of the end of each year, beginning on December 31, 2019, depending upon the percentage of Athene’s investments that consist of core assets and core plus assets. In furtherance of yield support for Athene, if more than 60% of Athene’s invested assets which are subject to the sub-allocation fees are invested in core and core plus assets, Athene will receive a 0.025% fee reduction on the Incremental Value. As an incentive for differentiated asset management, if less than 50% of Athene’s invested assets which are subject to the sub-allocation fee are invested in core and core plus assets, thereby reflecting a higher allocation toward assets with the highest alpha-generating abilities, Athene will pay an additional fee of 0.025% on Incremental Value.
The Proposed Amended Fee Agreementamended fee agreement is intended to provide for further alignment of interests between Athene and the Company. On the Backbook Value, assuming constant portfolio allocations, the near-term impact of the Proposed Amended Fee Agreementamended fee agreement is anticipated to be immaterial. On the Incremental Value, assuming the same allocations as the Backbook Value, total fees paid by Athene to the Company are expected to be marginally lower than fees paid by Athene to the Company would behave been under the Existing Fee Agreement.prior fee arrangement. If invested asset allocations are more heavily weighted to assets with lower alphageneratingalpha-generating abilities than Athene’s current investment portfolio, the fees that Athene pays to the Company under the Proposed Amended Fee Agreement would be expected to decline relative to the Existing Fee Agreement.prior fee arrangement. Conversely, if a greater proportion of Athene’s investment portfolio is allocated to differentiated assets with higher alpha-generating abilities, Athene’s net investment earned rates would be expected to increase, and so would the fees Athene pays to the Company relative to the Existing Fee Agreement.prior fee arrangement.
To incentivize the Company to make long-term investments that enhances its ability to continue to provide Athene with differentiated asset management, Athene has proposed changes to its existing Bye-Laws (the “Existing Bye-Laws”) set forth in an amendment and restatement of the Existing Bye-Laws in substantially the form attached as an exhibit to the Letter Agreement (the “Proposed Bye-Laws”). Specifically, the Proposed Bye-Laws, if adopted as the Bye-Laws of Athene, will (1) provide for the IMA and each New IMA (each such term as defined in the Existing Bye-Laws) to have initial terms of four years, beginning on the date on which the Proposed Bye-Laws are adopted as the Bye-Laws of Athene (the “Adoption Date”), that extend automatically for successive two-year periods unless otherwise terminated (with any such termination being effective no earlier than two years after the end of the then existing term), and (2) reflect conforming amendments, including by amending the IMA Termination Election Date (as defined in the Existing Bye-Laws) to be the fourth anniversary of the Adoption Date and each two-year anniversary of the Adoption Date. The Proposed Bye-Laws, if adopted as the Bye-Laws of Athene, will continue to permit Athene to terminate the IMA, or any New IMA, for cause. In the Letter Agreement, Athene (1) confirmed that its board of directors approved, and recommended that its shareholders approve, the Proposed Bye-Laws and (2) agreed that it will seek the approval of its shareholders of the Proposed Bye-Laws at the next annual general meeting of its shareholders.
Equity-Based Profit Sharing Expense
Profit sharing amounts are generally not paid until the related performance fees are distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, a portion of the performance fees distributed to the general partner is allocated by issuance of equity-based awards, rather than cash, to employees. See note 2 to the condensed consolidated financial statements for further information regarding the accounting for the Company’s profit sharing arrangements.
Strategic Relationship Agreement with CalPERS
On April 20, 2010, the Company announced that it entered into a strategic relationship agreement with CalPERS. The strategic relationship agreement provides that Apollo will reduce fees charged to CalPERS on funds it manages, or in the future will manage, solely for CalPERS by $125 million over a five-year period or as close a period as required to provide CalPERS with that benefit. The agreement further provides that Apollo will not use a placement agent in connection with securing any future capital commitments from CalPERS. As of SeptemberJune 30, 2018,2019, the Company had reduced fees charged to CalPERS on the funds it manages by approximately $107.4$108.2 million.

Critical Accounting Policies
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in note 2 to our condensed consolidated financial statements. The following is a summary of our accounting policies that are affected most by judgments, estimates and assumptions.
Consolidation
The Company assesses all entities with which it is involved for consolidation on a case by case basis depending on the specific facts and circumstances surrounding each entity. Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity. Apollo factors in all economic interests including proportionate interests through related parties, to determine if such interests are to be considered a variable interest. As Apollo’s interest in many of these entities is solely through market rate fees and/or insignificant indirect interests through related parties, Apollo is generally not considered to have a variable interest in many of these entities under the guidance and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.
The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of Apollo’s funds may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities (“VOEs”) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.
Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest. Apollo does not consolidate those VOEs in which substantive kick-out rights have been granted to the unaffiliated investors to either dissolve the fund or remove the general partner.
 Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. If Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will still be deemed to be the primary beneficiary if it is the party within the related party group that is most closely associated with the VIE. If Apollo and its related parties not under common control in the aggregate have a controlling financial interest in a VIE, then Apollo is deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo. Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, related parties of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.

The assessment of whether an entity is a VIE and the determination of whether Apollo should consolidate such VIE requires judgment by our management. Those judgments include, but are not limited to: (i) determining whether the total equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (ii) evaluating whether the holders of equity investment at risk, as a group, can make decisions that have a significant effect on the success of the entity, (iii) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive the expected residual returns from an entity and (iv) evaluating the nature of the relationship and activities of those related parties with shared power or under common control for purposes of determining which party within the related-party group is most closely associated with the VIE. Judgments are also made in determining whether a member in the equity group has a controlling financial interest including power to direct activities that most significantly impact the VIE’s economic performance and rights to receive benefits or obligations to absorb losses that could be potentially significant to the VIE. This analysis considers all relevant economic interests including proportionate interests held through related parties.
Revenue Recognition
Performance Fees. We earn performance fees from our funds as a result of such funds achieving specified performance criteria. Such performance fees generally are earned based upon a fixed percentage of realized and unrealized gains of various funds after meeting any applicable hurdle rate or threshold minimum.

Performance allocations are performance fees that are generally structured from a legal standpoint as an allocation of capital to the asset manager.Company. Performance allocations from certain of the funds that we manage are subject to contingent repayment and isare generally paid to us as particular investments made by the funds are realized. If, however, upon liquidation of a fund, the aggregate amount paid to us as performance fees exceeds the amount actually due to us based upon the aggregate performance of the fund, the excess (in certain cases net of taxes) is required to be returned by us to that fund. We account for performance allocations as an equity method investment, and accordingly, we accrue performance allocations quarterly based on fair value of the underlying investments and separately assess if contingent repayment is necessary. The determination of performance allocations and contingent repayment considers both the terms of the respective partnership agreements and the current fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used. See “Investments, at Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments in our credit, private equity and real assets funds.
Incentive fees are performance fees structured as a contractual fee arrangement rather than a capital allocation. Incentive fees are generally received from the management of CLOs, managed accounts and AINV. For a majority of our incentive fees, once the quarterly or annual incentive fees have been determined, there is no look-back to prior periods for a potential contingent repayment, however, certain other incentive fees can be subject to contingent repayment at the end of the life of the entity. In accordance with the new revenue recognition standard, certain incentive fees are considered a form of variable consideration and therefore are deferred until fees are probable to not be significantly reversed. There is significant judgment involved in determining if the incentive fees are probable to not be significantly reversed, but generally the Company will defer the revenue until the fees are crystallized or are no longer subject to clawback or reversal. Prior to the adoption of the new revenue recognition guidance, incentive fees were recognized on an assumed liquidation basis.
Management Fees. Management fees related to our credit funds, can be based on net asset value, gross assets, adjusted cost of all unrealized portfolio investments, capital commitments, adjusted assets, capital contributions, or stockholders’ equity all as defined in the respective partnership agreements. The credit management fee calculations that consider net asset value, gross assets, adjusted cost of all unrealized portfolio investments and adjusted assets are normally based on the terms of the respective partnership agreements and the current fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used. The management fees related to our private equity funds, by contrast, are generally based on a fixed percentage of the committed capital or invested capital. The corresponding fee calculations that consider committed capital or invested capital are both objective in nature and therefore do not require the use of significant estimates or assumptions. The management fees related to our real assets funds are generally based on a specific percentage of the funds’ stockholders’ equity or committed or net invested capital or the capital accounts of the limited partners. See “Investments, at Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments in our credit, private equity and real assets funds.
Investments, at Fair Value
On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles managed by Apollo, a review is performed by an independent board of directors. The Company also retains independent valuation firms to

provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.
Credit Investments. The majority of investments in Apollo’s credit funds are valued based on quoted market prices and valuation models.
Quoted market prices are valued based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments. Apollo designates certain brokers to value specific securities.  In order to determine the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service. When broker quotes are not available, we use pricing service quotes or other sources to mark a position. When relying on a pricing service as a primary source, (i) Apollo analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population and (iii) validates the valuation levels with Apollo’s pricing team and traders.

Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.
Private Equity Investments. The majority of the illiquid investments within our private equity funds are valued using the market approach, which provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry.
Market Approach. The market approach is driven by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to any of the following factors: (1) the subject company’s historical and projected financial data; (2) valuations given to comparable companies; (3) the size and scope of the subject company’s operations; (4) the subject company’s individual strengths and weaknesses; (5) expectations relating to the market’s receptivity to an offering of the subject company’s securities; (6) applicable restrictions on transfer; (7) industry and market information; (8) general economic and market conditions; and (9) other factors deemed relevant. Market approach valuation models typically employ a multiple that is based on one or more of the factors described above. Enterprise value as a multiple of EBITDA is common and relevant for most companies and industries, however, other industry specific multiples are employed where available and appropriate.Sources for gaining additional knowledge related to comparable companies include public filings, annual reports, analyst research reports, and press releases. Once a comparable company set is determined, we review certain aspects of the subject company’s performance and determine how its performance compares to the group and to certain individuals in the group. We compare certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios and growth opportunities. In addition, we compare our entry multiple and its relation to the comparable set at the time of acquisition to understand its relation to the comparable set on each measurement date.
Income Approach. For investments where the market approach does not provide adequate fair value information, we rely on the income approach. The income approach is also used to validate the market approach within our private equity funds. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology for the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are significant assumptions related to the subject company’s expected results, the determination of a terminal value and a calculated discount rate, which is normally based on the subject company’s weighted average cost of capital, or “WACC.” The WACC represents the required rate of return on total capitalization, which is comprised of a required rate of return on equity, plus the current tax-effected rate of return on debt, weighted by the relative percentages of equity and debt that are typical in the industry. The most critical step in determining the appropriate WACC for each subject company is to select companies that are comparable in nature to the subject company and the credit quality of the subject company. Sources for gaining additional knowledge about the comparable companies include public filings, annual reports, analyst research reports, and press releases. The general formula then used for calculating the WACC considers the after-tax rate of return on debt capital and the rate of return on common equity capital, which further considers the risk-free rate of return, market beta, market risk premium and small stock premium, if applicable. The variables used in the WACC formula are inferred from the comparable market data obtained. The Company evaluates the comparable companies selected and concludes on WACC inputs based on the most comparable company or analyzes the range of data for the investment.
The value of liquid investments, where the primary market is an exchange (whether foreign or domestic), is determined using period end market prices. Such prices are generally based on the close price on the date of determination.
Real Assets Investments. For the CMBS portfolio of Apollo’s funds, the estimated fair value of the CMBS portfolio is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs. The loans in Apollo’s real assets funds are evaluated for possible impairment on a quarterly basis. For Apollo’s real assets funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers, and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.
Certain of our funds may also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income

as unrealized gains or losses. Realized gains or losses are recognized when contracts are settled. Derivative contracts such as total return swaps and credit default swaps are recorded at fair value as an asset or liability, with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.
The fair values of the investments in our funds can be impacted by changes to the assumptions used in the underlying valuation models. For further discussion on the impact of changes to valuation assumptions see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Sensitivity” in our 20172018 Annual Report. There have been no material changes to the valuation approaches utilized during the periods that our financial results are presented in this report.
Fair Value of Financial Instruments
Except for the Company’s debt obligations (each as defined in note 910 to our condensed consolidated financial statements), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying values approximate fair value. See “—Investments, at Fair Value” above. While Apollo’s valuations of portfolio investments are based on assumptions that Apollo believes are reasonable under the circumstances, the actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based. Financial instruments’ carrying values generally approximate fair value because of the short-term nature of those instruments or variable interest rates related to the borrowings.
Profit Sharing Expense. Profit sharing expense is primarily a result of agreements with our Contributing Partners and employees to compensate them based on the ownership interest they have in the general partners of the Apollo funds. Therefore, changes in the fair value of the underlying investments in the funds we manage and advise affect profit sharing expense. The Contributing Partners and employees are allocated approximately 30% to 50%, of the total performance fees which is driven primarily by changes in fair value of the underlying fund’s investments and is treated as compensation expense. Additionally, profit sharing expenses paid may be subject to clawback from employees, former employees and Contributing Partners to the extent not indemnified. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the condensed consolidated statements of financial condition, represents all amounts previously distributed to employees, former employees and Contributing Partners that would need to be returned to the general partner if the Apollo funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.
The Incentive Pool enables certain partners and employees to earn discretionary compensation based onSeveral of the Company’s employee remuneration programs are dependent upon performance fee realizations, earned byincluding the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.Incentive Pool, and dedicated performance fee rights.  The Company adopted the Incentive Poolestablished these programs to attract and retain, and provide incentive to, partners and employees of the Company and to more closely align the overall compensation of partners and employees with the overall realized performance of the Company.  AllocationsDedicated performance fee rights entitle their holders to thepayments arising from performance fee realizations.  The Incentive Pool enables certain partners and employees to itsearn discretionary compensation based on realized performance fees in a given year, which amounts are reflected in profit sharing expense in the Company’s condensed consolidated financial statements.  Amounts earned by participants contain bothas a fixed and a discretionary component and mayresult of their performance fee rights (whether dedicated or Incentive Pool) will vary year-to-year depending on the overall realized performance of the Company and(and, in the contributions and performancecase of each participant.the Incentive Pool, on their individual performance). There is no assurance that the Company will continue to compensate individuals through performance-based incentivethe same types of arrangements in the future and there may be periods when the executive committee of the Company’s manager determines that allocations of realized performance fees are not sufficient to compensate individuals, which may result in an increase in salary, bonus and benefits.benefits, the modification of existing programs or the use of new remuneration programs.  Reductions in performance fee revenues could also make it harder to retain employees and cause employees to seek other employment opportunities.
Fair Value Option. Apollo has elected the fair value option for the Company’s investment in Athene Holding, the assets and liabilities of certain of its consolidated VIEs (including CLOs), the Company’s U.S. Treasury securities with original maturities greater than three months when purchased and certain of the Company’s other investments. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. See notes 3, 5, and 6 to the condensed consolidated financial statements for further disclosure.
Equity-Based Compensation. Equity-based compensation is accounted for in accordance with U.S. GAAP, which requires that the cost of employee services received in exchange for an award is generally measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are recognized over the relevant service period. In addition, certain RSUs granted

by the Company provides for the vesting of certain RSUsvest subject to continued employment and certainthe Company’s receipt of performance metrics being achieved.fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for such awards, isif and when granted, will be recognized on an accelerated recognition method over the requisite service period to the extent the performance fee metrics are met or deemed probable. In connection withThe addition of these performance measures helps to promote the adoptioninterests of new share-based payment guidance duringour Class A shareholders and fund investors by making RSU vesting contingent on the quarter ended March 31, 2017, the Company made an accounting

policy election to no longer estimate forfeitures in determining the numberrealization and distribution of profits on our funds. Forfeitures of equity-based awards that are expected to vest. Under the Company’s new policy, which was applied prospectively as of January 1, 2017, forfeitures are accounted for when they occur. Apollo’s equity-based awards consist of, or provide rights with respect to, AOG Units, RSUs, share options, restricted shares, AHL Awards and other equity-based compensation awards. For more information regarding Apollo’s equity-based compensation awards, see note 1112 to our condensed consolidated financial statements. The Company’s assumptions made to determine the fair value on grant date are embodied in the calculations of compensation expense.
A significant part of our compensation expense is derived from amortization of RSUs. The fair value of all RSU grants after March 29, 2011 is based on the grant date fair value, which considers the public share price of the Company. The Company has three types of RSU grants, which we refer to as Plan Grants, Bonus Grants, and Performance Grants. Plan Grants may or may not provide the right to receive distribution equivalents until the RSUs vest and, for grants made after 2011, the underlying shares are generally issued by March 15th after the year in which they vest. For Plan Grants, the grant date fair value is based on the public share price of the Company, and is discounted for transfer restrictions and lack of distributions until vested if applicable. Bonus Grants provide the right to receive distribution equivalents on both vested and unvested RSUs and Performance Grants provide the right to receive distribution equivalents on vested RSUs and may also provide the right to receive distribution equivalents on unvested RSUs. Both Bonus Grants and Performance Grants are generally issued by March 15th of the year following the year in which they vest. For Bonus Grants and Performance Grants, the grant date fair value for the periods presented is based on the public share price of the Company, and is discounted for transfer restrictions.
We utilized the present value of a growing annuity formula to calculate a discount for the lack of pre-vesting distributions on certain Plan Grant and Performance Grant RSUs. The weighted average for the inputs utilized for the shares granted are presented in the table below for Plan Grants:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Distribution Yield(1)
5.4% 6.0% 5.8% 6.1%
Cost of Equity Capital Rate(2)
10.8% 10.5% 10.8% 11.0%
(1)Calculated based on the historical distributions paid during the twelve months ended September 30, 2018 and the Company’s Class A share price as of the measurement date of the grant on a weighted average basis.
(2)Assumes a discount rate that was equivalent to the opportunity cost of foregoing distributions on unvested Plan Grant RSUs as of the valuation date, based on the Capital Asset Pricing Model (“CAPM”). CAPM is a commonly used mathematical model for developing expected returns.
The following table summarizes the weighted average discounts for certain Plan Grants:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2018 2017 2018 2017
Plan Grants:       
Discount for the lack of distributions until vested(1)
5.4% 12.9% 12.2% 12.0%
(1)Based on the present value of a growing annuity calculation.
We utilize the Finnerty Model to calculate a marketability discount on the Plan Grant, Bonus Grant and Performance Grant RSUs to account for the lag between vesting and issuance. The Finnerty Model provides for a valuation discount reflecting the holding period restriction embedded in a restricted security preventing its sale over a certain period of time.
The Finnerty Model proposes to estimate a discount for lack of marketability such as transfer restrictions by using an option pricing theory. This model has gained recognition through its ability to address the magnitude of the discount by considering the volatility of a company’s stock price and the length of restriction. The concept underpinning the Finnerty Model is that a restricted security cannot be sold over a certain period of time. Further simplified, a restricted share of equity in a company can be viewed as having forfeited a put on the average price of the marketable equity over the restriction period (also known as an “Asian Put Option”). If we price an Asian Put Option and compare this value to that of the assumed fully marketable underlying security, we can effectively estimate the marketability discount.

The inputs utilized in the Finnerty Model are (i) length of holding period, (ii) volatility and (iii) distribution yield. The weighted average for the inputs utilized for the shares granted are presented in the table below for Plan Grants, Bonus Grants and Performance Grants:
 For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
 2018 2017 2018 2017
Plan Grants:       
Holding Period Restriction (in years)0.9 0.6 0.8 0.6
Volatility(1)
25.0% 23.4% 25.0% 22.1%
Distribution Yield(2)
5.4% 6.0% 5.8% 6.1%
Bonus Grants:       
Holding Period Restriction (in years)0.2 0.2 0.2 0.2
Volatility(1)
25.0% 23.0% 22.5% 22.6%
Distribution Yield(2)
5.4% 6.0% 5.3% 5.4%
Performance Grants:       
Holding Period Restriction (in years)1.2 N/A 1.2 N/A
Volatility(1)
24.5% N/A 23.5% N/A
Distribution Yield(2)
5.4% N/A 5.5% N/A
(1)The Company determined the expected volatility based on the volatility of the Company’s Class A share price as of the grant date with consideration to comparable companies.
(2)Calculated based on the historical distributions paid during the twelve months ended September 30, 2018 and the Company’s Class A share price as of the measurement date of the grant on a weighted average basis.
The following table summarizes the weighted average marketability discounts for Plan Grants, Bonus Grants and Performance Grants:
 For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
 2018 2017 2018 2017
Plan Grants:       
Marketability discount for transfer restrictions(1)
5.2% 4.0% 4.8% 3.5%
Bonus Grants:       
Marketability discount for transfer restrictions(1)
2.5% 2.3% 2.3% 2.3%
Performance Grants:       
Marketability discount for transfer restrictions(1)
5.8% N/A 5.6% N/A
(1)Based on the Finnerty Model calculation.
For awards granted prior to the adoption of the new share-based payment guidance, which was applied prospectively as of January 1, 2017, after the grant date fair value was determined, an estimated forfeiture rate was applied. The estimated fair value was determined and recognized over the vesting period on a straight-line basis and a 4.0% forfeiture rate was estimated for RSUs, based on the Company’s historical attrition rate as well as industry comparable rates. If award recipients were no longer associated with Apollo or if there were no turnover, we would revise the estimated compensation expense to the actual amount of expense based on the RSUs vested at the reporting date in accordance with U.S. GAAP.
Bonus Grants constitute a component of the discretionary annual compensation awarded to certain of our professionals. During 2016, the Company increased the default portion of annual compensation to be awarded as a discretionary Bonus Grant relative to the portion awarded in previous years. The increase in the proportion of discretionary annual compensation awarded as a Bonus Grant has generally been offset by a decrease in discretionary annual cash bonuses. These changes are intended to further align the interests of Apollo’s employees and stakeholders and strengthen the long-term commitment of our partners and employees.

Fair Value Measurements
See note 6 to our condensed consolidated financial statements for a discussion of the Company’s fair value measurements.
Recent Accounting Pronouncements
A list of recent accounting pronouncements that are relevant to Apollo and its industry is included in note 2 to our condensed consolidated financial statements.

Off-Balance Sheet Arrangements
In the normal course of business, we engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications and potential contingent repayment obligations. See note 1415 to our condensed consolidated financial statements for a discussion of guarantees and contingent obligations.
Contractual Obligations, Commitments and Contingencies
The Company’s material contractual obligations consisted of lease obligations, contractual commitments as part of the ongoing operations of the funds and debt obligations. Fixed and determinable payments due in connection with these obligations are as follows:follows as of June 30, 2019:
Remaining 2018 2019 2020 2021 2022 Thereafter TotalRemaining 2019 2020 2021 2022 2023 Thereafter Total
(in thousands)(in thousands)
Operating lease obligations(8)$9,850
 $37,790
 $24,298
 $31,378
 $35,103
 $435,466
 $573,885
$19,644
 $28,954
 $39,747
 $42,508
 $41,169
 $495,893
 $667,915
Other long-term obligations(1)
8,008
 8,388
 2,320
 2,070
 1,482
 1,240
 23,508
14,356
 5,786
 1,501
 919
 682
 682
 23,926
2018 AMH Credit Facility(2)
169
 675
 675
 675
 675
 358
 3,227
338
 675
 675
 675
 358
 
 2,721
2024 Senior Notes(3)
5,000
 20,000
 20,000
 20,000
 20,000
 528,333
 613,333
10,000
 20,000
 20,000
 20,000
 20,000
 508,333
 598,333
2026 Senior Notes(4)
5,500
 22,000
 22,000
 22,000
 22,000
 574,983
 668,483
11,000
 22,000
 22,000
 22,000
 22,000
 552,983
 651,983
2048 Senior Notes(5)
3,750
 15,000
 15,000
 15,000
 15,000
 678,750
 742,500
2029 Senior Notes(5)
16,443
 32,886
 32,886
 32,886
 32,886
 847,652
 995,639
2039 Senior Secured Guaranteed Notes(6)
7,751
 15,503
 15,503
 15,503
 15,503
 565,289
 635,052
2048 Senior Notes(7)
7,500
 15,000
 15,000
 15,000
 15,000
 663,750
 731,250
2014 AMI Term Facility I79
 316
 316
 16,079
 
 
 16,790
155
 310
 15,757
 
 
 
 16,222
2014 AMI Term Facility II78
 313
 313
 313
 17,953
 
 18,970
153
 306
 306
 17,594
 
 
 18,359
2016 AMI Term Facility I64
 256
 256
 256
 256
 20,187
 21,275
125
 249
 249
 249
 249
 19,445
 20,566
2016 AMI Term Facility II66
 265
 265
 19,190
 265
 19,075
 39,126
130
 260
 260
 260
 18,693
 
 19,603
Obligations as of September 30, 2018$32,564
 $105,003
 $85,443
 $126,961
 $112,734
 $2,258,392
 $2,721,097
Obligations$87,595
 $141,929
 $163,884
 $167,594
 $166,540
 $3,654,027
 $4,381,569
(1)Includes (i) payments on management service agreements related to certain assets and (ii) payments with respect to certain consulting agreements entered into by the Company. Note that a significant portion of these costs are reimbursable by funds.
(2)The commitment fee as of SeptemberJune 30, 20182019 on the $750 million undrawn Revolver2018 AMH Credit Facility was 0.09%. See note 910 of the condensed consolidated financial statements for further discussion of the 2018 AMH Credit Facility.
(3)$500 million of the 2024 Senior Notes matures in May 2024. The interest rate on the 2024 Senior Notes as of SeptemberJune 30, 20182019 was 4.00%. See note 910 of the condensed consolidated financial statements for further discussion of the 2024 Senior Notes.
(4)$500 million of the 2026 Senior Notes matures in May 2026. The interest rate on the 2026 Senior Notes as of SeptemberJune 30, 20182019 was 4.40%. See note 910 of the condensed consolidated financial statements for further discussion of the 2026 Senior Notes.
(5)$675 million of the 2029 Senior Notes matures in February 2029. The interest rate on the 2029 Senior Notes as of June 30, 2019 was 4.87%. See note 10 of the condensed consolidated financial statements for further discussion of the 2029 Senior Notes.
(6)$325 million of the 2039 Senior Secured Guaranteed Notes matures in June 2039. The interest rate on the 2039 Senior Secured Guaranteed Notes as of June 30, 2019 was 4.77%. See note 10 of the condensed consolidated financial statements for further discussion of the 2039 Senior Secured Guaranteed Notes.
(7)$300 million of the 2048 Senior Notes matures in March 2048. The interest rate on the 2048 Senior Notes as of SeptemberJune 30, 20182019 was 5.00%. See note 910 of the condensed consolidated financial statements for further discussion of the 20262048 Senior Notes.
(8)Operating lease obligations excludes $135.9 million of other operating expenses.
Note:Due to the fact that the timing of certain amounts to be paid cannot be determined or for other reasons discussed below, the following contractual commitments have not been presented in the table above.
(i)As noted previously, we have entered into a tax receivable agreement with our Managing Partners and Contributing Partners which requires us to pay to our Managing Partners and Contributing Partners 85% of any tax savings received by APO Corp. from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.
(ii)Debt amounts related to the consolidated VIEs are not presented in the table above as the Company is not a guarantor of these non-recourse liabilities.
(iii)In connection with the Stone Tower acquisition, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future performance fees earned from certain of the Stone Tower funds, CLOs and strategic investment accounts. This contingent consideration liability is remeasured to fair value at each reporting period until the obligations are satisfied. See note 1415 to the condensed consolidated financial statements for further information regarding the contingent consideration liability.
(iv)Commitments from certain of our subsidiaries to contribute to the funds we manage and certain related parties.

Commitments
Certain of our management companies and general partners are committed to contribute to the funds we manage and certain related parties. While a small percentage of these amounts are funded by us, the majority of these amounts have historically been funded by our related parties, including certain of our employees and certain Apollo funds. The table below presents the commitment and remaining commitment amounts of Apollo and its related parties, the percentage of total fund commitments of Apollo and its related parties, the commitment and remaining commitment amounts of Apollo only (excluding related parties), and the percentage of total fund commitments of Apollo only (excluding related parties) for each credit, private equity and real assets fund as of SeptemberJune 30, 20182019 as follows ($ in millions):

FundApollo and Related Party Commitments % of Total Fund Commitments Apollo Only (Excluding Related Party) Commitments Apollo Only (Excluding Related Party) % of Total Fund Commitments Apollo and Related Party Remaining Commitments Apollo Only (Excluding Related Party) Remaining CommitmentsApollo and Related Party Commitments % of Total Fund Commitments Apollo Only (Excluding Related Party) Commitments Apollo Only (Excluding Related Party) % of Total Fund Commitments Apollo and Related Party Remaining Commitments Apollo Only (Excluding Related Party) Remaining Commitments
Credit:                      
Apollo Credit Opportunity Fund III, L.P. (“COF III”)$358.1
 10.45% $83.1
 2.43% $83.9
 $20.5
Apollo Credit Opportunity Fund II, L.P. (“COF II”)30.5
 1.93
 23.4
 1.48
 0.8
 0.6
$30.5
 1.93% $23.4
 1.48% $0.8
 $0.6
Apollo Credit Opportunity Fund I, L.P. (“COF I”)449.2
 30.26
 29.7
 2.00
 237.1
 4.2
449.2
 30.26
 29.7
 2.00
 237.1
 4.2
Apollo European Principal Finance Fund III, L.P. (“EPF III”)(1)
609.4
 13.36
 93.2
 2.04
 484.7
 75.8
Apollo European Principal Finance Fund II, L.P. (“EPF II”)(1)
411.7
 11.85
 60.2
 1.73
 100.1
 18.9
Apollo European Principal Finance Fund, L.P. (“EPF I”)(1)
311.7
 20.74
 20.5
 1.37
 50.7
 4.7
Financial Credit Investment III, L.P. (“FCI III”)224.3
 11.76
 0.1
 0.01
 140.7
 0.1
FCI III224.3
 11.76
 0.1
 0.01
 112.6
 0.1
Financial Credit Investment II, L.P. (“FCI II”)244.6
 15.72
 
 
 116.3
 
245.3
 15.77
 
 
 116.3
 
Financial Credit Investment I, L.P. (“FCI I”)151.3
 27.07
 
 
 76.8
 
Apollo Structured Credit Recovery Master Fund IV, L.P. (“SCRF IV”)409.5
 18.36
 49.5
 2.22
 198.0
 24.0
FCI I151.3
 27.07
 
 
 
 
SCRF IV416.1
 16.63
 33.1
 1.32
 131.6
 10.5
MidCap1,672.6
 80.23
 110.9
 5.32
 169.0
 31.0
1,672.9
 80.23
 110.9
 5.32
 74.0
 31.0
Apollo Moultrie Credit Fund, L.P.400.0
 100.00
 
 
 190.0
 
400.0
 100.00
 
 
 155.0
 
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.300.0
 100.00
 
 
 
 
300.0
 100.00
 
 
 
 
Apollo Asia Private Credit Fund, L.P. (“APC”)158.5
 69.06
 0.1
 0.04
 40.2
 
Apollo Energy Opportunity Fund, L.P. (“AEOF”)125.5
 12.01
 25.5
 2.44
 92.7
 18.8
Apollo Accord Master Fund II, L.P.274.7
 35.17
 11.6
 1.49
 274.7
 11.6
116.6
 24.01
 11.6
 2.39
 20.4
 7.6
Apollo Accord Master Fund III, L.P.212.1
 32.86
 0.1
 0.02
 212.1
 0.1
Athora(1)
580.2
 22.99
 145.1
 5.75
 476.2
 119.0
673.9
 27.37
 142.2
 5.77
 467.5
 98.6
Other Credit2,580.5
 Various
 260.2
 Various
 952.2
 133.4
3,442.5
 Various
 150.9
 Various
 1,583.0
 68.2
Private Equity:                      
Fund IX(2)
1,849.5
 7.48
 692.2
 2.80
 1,849.5
 692.2
Fund IX1,849.5
 7.48
 468.7
 1.90
 1,691.9
 433.6
Fund VIII1,543.5
 8.40
 395.5
 2.15
 353.1
 91.4
1,543.5
 8.40
 396.4
 2.16
 262.6
 68.5
Fund VII467.2
 3.18
 178.1
 1.21
 69.6
 25.6
467.2
 3.18
 178.1
 1.21
 60.9
 23.2
Fund VI246.3
 2.43
 6.1
 0.06
 9.7
 0.2
246.3
 2.43
 6.1
 0.06
 9.7
 0.2
Fund V100.0
 2.67
 0.5
 0.01
 6.2
 
100.0
 2.67
 0.5
 0.01
 6.2
 
Fund IV100.0
 2.78
 0.2
 0.01
 0.5
 
100.0
 2.78
 0.2
 0.01
 0.5
 
AION151.0
 18.28
 50.0
 6.05
 54.9
 17.8
151.5
 18.34
 50.0
 6.05
 19.3
 6.2
ANRP I426.1
 32.21
 10.1
 0.76
 68.0
 1.3
426.1
 32.21
 10.1
 0.76
 59.7
 1.1
ANRP II581.2
 16.83
 25.9
 0.75
 277.5
 12.2
561.2
 16.25
 26.0
 0.75
 226.2
 9.9
ANRP III648.1
 49.71
 28.1
 2.16
 648.1
 28.1
A.A. Mortgage Opportunities, L.P.625.0
 80.31
 
 
 200.0
 
625.0
 80.31
 
 
 261.6
 
Apollo Rose, L.P.299.1
 100.00
 
 
 74.3
 
299.1
 100.00
 
 
 
 
Apollo Rose II, L.P.887.1
 51.01
 33.0
 1.9
 394.6
 14.9
Champ, L.P.195.5
 78.25
 27.0
 10.8
 7.2
 1.1
191.6
 78.25
 26.4
 10.8
 7.1
 1.1
Apollo Royalties Management, LLC108.6
 100.00
 
 
 
 
108.6
 100.00
 
 
 
 
Apollo Hybrid Value Fund, L.P.727.5
 30.66
 57.5
 2.42
 707.4
 56.0
834.2
 25.76
 89.2
 2.75
 725.1
 77.5
COF III358.1
 10.45
 83.1
 2.43
 76.9
 19.0
Apollo Asia Private Credit Fund, L.P.126.5
 55.12
 0.1
 0.04
 31.9
 
AEOF125.5
 12.01
 25.5
 2.44
 92.6
 18.8
Other Private Equity326.2
 Various
 6.2
 Various
 118.3
 1.5
684.3
 Various
 134.4
 Various
 206.1
 77.9
Real Assets:                      
U.S. RE Fund II(3)(2)
430.4
(3) 
44.14
 4.7
 0.49
 231.2
 3.0
717.6
 58.18
 4.7
 0.39
 338.7
 1.8
U.S. RE Fund I(3)(2)
434.6
(3) 
66.63
 16.5
 2.54
 120.9
 2.7
434.3
 66.79
 16.5
 2.53
 81.7
 2.7
CPI Capital Partners Europe, L.P.(1)
6.4
 0.47
 
 
 
 
6.2
 0.47
 
 
 
 
CPI Capital Partners Asia Pacific, L.P.6.9
 0.53
 0.5
 0.04
 0.1
 
6.9
 0.53
 0.5
 0.04
 0.1
 
Asia RE Fund(3)(2)
411.1
(3) 
58.09
 8.4
 1.18
 284.2
 6.6
376.9
 53.12
 8.4
 1.18
 246.9
 5.9
Infrastructure Equity Fund(3)
322.8
 35.97
 13.1
 1.46
 81.3
 2.7
EPF III(1)
609.4
 13.45
 72.6
 1.60
 332.3
 40.7
EPF II(1)
411.2
 11.91
 60.2
 1.74
 93.1
 18.1
Apollo European Principal Finance Fund, L.P. (“EPF I”)(1)
305.5
 20.74
 20.1
 1.37
 49.5
 4.6
Other Real Assets206.0
 Various
 1.7
 Various
 13.3
 0.1
577.4
 Various
 1.6
 Various
 51.8
 0.1
Other:                      
Apollo SPN Investments I, L.P.13.6
 0.32
 13.6
 0.32
 8.7
 8.7
14.6
 0.32
 14.6
 0.32
 9.2
 9.2
Total$18,548.0
   $2,407.8
   $8,138.7
 $1,383.0
$22,450.9
   $2,270.2
   $9,176.0
 $1,086.7
(1)Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.16$1.14 as of SeptemberJune 30, 2018.
(2)Apollo Only (Excluding Related Party) Remaining Commitments related to Fund IX are subject to future syndication to Apollo employees.2019.

(3)(2)Figures for U.S. RE Fund I include base, additional, and co-investment commitments. A co-investment vehicle within U.S. RE Fund I is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.30$1.27 as of SeptemberJune 30, 2018.2019. Figures for U.S. RE Fund II and Asia RE Fund include co-investment commitments.
(3)Figures for Apollo Infrastructure Equity Fund include Apollo Infra Equity US Fund, L.P. and Apollo Infra Equity International Fund, L.P. commitments.
On April 30, 2015, Apollo entered into the AAA Investments Credit Agreement (see note 1314 of our condensed consolidated financial statements for further disclosure regarding this facility). The 2018 AMH Credit Facility, 2024 Senior Notes, 2026 Senior Notes, 2029 Senior Notes, 2039 Senior Secured Guaranteed Notes and 2048 Senior Notes will have future impacts on our cash uses. See note 910 of our condensed consolidated financial statements for information regarding the Company’s debt arrangements.
Contingent Obligation—Performance fees with respect to certain credit and private equity funds and real assets funds is subject to reversal in the event of future losses to the extent of the cumulative performance fees recognized in income to date. See note 1415 of our condensed consolidated financial statements for a description of our contingent obligation.
One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings to the portfolio companies of the funds Apollo manages. As of SeptemberJune 30, 2018,2019, there were no underwriting commitments outstanding related to such offerings.commitments.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our predominant exposure to market risk is related to our role as investment manager and general partner for our funds and the sensitivity to movements in the fair value of their investments and resulting impact on performance fees and management fee revenues. Our direct investments in the funds also expose us to market risk whereby movements in the fair values of the underlying investments will increase or decrease both net gains (losses) from investment activities and income (loss) from equity method investments. For a discussion of the impact of market risk factors on our financial instruments see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Investments, at Fair Value.”
The fair value of our financial assets and liabilities of our funds may fluctuate in response to changes in the value of investments, foreign exchange, commodities and interest rates. The net effect of these fair value changes impacts the gains and losses from investments in our condensed consolidated statements of operations. However, the majority of these fair value changes are absorbed by the Non-Controlling Interests.
The Company is subject to a concentration risk related to the investors in its funds. Although there are more than 1,000 investors in Apollo’s active credit, private equity and real assets funds, no individual investor accounts for more than 10% of the total committed capital to Apollo’s active funds.
Risks are analyzed across funds from the “bottom up” and from the “top down” with a particular focus on asymmetric risk. We gather and analyze data, monitor investments and markets in detail, and constantly strive to better quantify, qualify and circumscribe relevant risks.
Each risk management process is subject to our overall risk tolerance and philosophy and our enterprise-wide risk management framework. This framework includes identifying, measuring and managing market, credit and operational risks at each segment, as well as at the fund and Company level.
Each segment runs its own investment and risk management process subject to our overall risk tolerance and philosophy:
Our credit and real assets funds continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios, as well as, fund-wide risks.
The investment process of our private equity funds involves a detailed analysis of potential acquisitions, and investment management teams assigned to monitor the strategic development, financing and capital deployment decisions of each portfolio investment.
At the direction of the Company’s manager, the Company has established a risk committee comprised of various members of senior management including the Company’s Chief Financial Officer, Chief Legal Officer, and the Company’s Chief Risk Officer. The risk committee is tasked with assisting the Company’s manager in monitoring and managing enterprise-wide risk. The risk committee generally meets on a quarterly basis and reports to senior management of the Company’s manager at such times as the committee deems appropriate and at least on an annual basis.

On at least a monthly basis, the Company’s risk department provides a summary analysis of fund level market and credit risk to the portfolio managers of the Company’s funds and the heads of the various business segments. On a periodic basis,

the Company’s risk department presents a consolidated summary analysis of fund level market and credit risk to the Company’s risk committee. In addition, the Company’s Chief Risk Officer reviews specific investments from the perspective of risk mitigation and discusses such analysis with the Company’s risk committee and/or the executive committee of the Company’s manager at such times as the Company’s Chief Risk Officer determines such discussions are warranted. On an annual basis, the Company’s Chief Risk Officer provides senior management of the Company’s manager with a comprehensive overview of risk management along with an update on current and future risk initiatives.
Impact onManagement Fees—Our management fees are based on one of the following:
capital commitments to an Apollo fund;
capital invested in an Apollo fund;
the gross, net or adjusted asset value of an Apollo fund, as defined; or
as otherwise defined in the respective agreements.
Management fees could be impacted by changes in market risk factors and management could consider an investment permanently impaired as a result of (i) such market risk factors causing changes in invested capital or in market values to below cost, in the case of certain credit funds and our private equity funds or (ii) such market risk factors causing changes in gross or net asset value, for the credit funds. The proportion of our management fees that are based on NAV is dependent on the number and types of our funds in existence and the current stage of each fund’s life cycle.
Impact on Advisory and Transaction Fees—We earn transaction fees relating to the negotiation of credit, private equity and real assets transactions and may obtain reimbursement for certain out-of-pocket expenses incurred. Subsequently, on a quarterly or annual basis, ongoing advisory fees, and additional transaction fees in connection with additional purchases, dispositions, or follow-on transactions, may be earned. Management Fee Offsets and any broken deal costs, if applicable, are reflected as a reduction to advisory and transaction fees. Advisory and transaction fees will be impacted by changes in market risk factors to the extent that they limit our opportunities to engage in credit, private equity and real assets transactions or impair our ability to consummate such transactions. The impact of changes in market risk factors on advisory and transaction fees is not readily predicted or estimated.
Impact on Performance Fees—We earn performance fees from our funds as a result of such funds achieving specified performance criteria. Our performance fees will be impacted by changes in market risk factors. However, several major factors will influence the degree of impact:
the performance criteria for each individual fund in relation to how that fund’s results of operations are impacted by changes in market risk factors;
whether such performance criteria are annual or over the life of the fund;
to the extent applicable, the previous performance of each fund in relation to its performance criteria; and
whether each funds’ performance feesfee distributions are subject to contingent repayment.
As a result, the impact of changes in market risk factors on performance fees will vary widely from fund to fund. The impact is heavily dependent on the prior and future performance of each fund, and therefore is not readily predicted or estimated.
Market Risk—We are directly and indirectly affected by changes in market conditions. Market risk generally represents the risk that values of assets and liabilities or revenues and expenses will be adversely affected by changes in market conditions. Market risk is inherent in each of our investments and activities, including equity investments, loans, short-term borrowings, long-term debt, hedging instruments, credit default swaps and derivatives. Just a few of the market conditions that may shift from time to time, thereby exposing us to market risk, include fluctuations in interest and currency exchange rates, equity prices, changes in the implied volatility of interest rates and price deterioration. Volatility in debt and equity markets can impact our pace of capital deployment, the timing of receipt of transaction fee revenues and the timing of realizations. These market conditions could have an impact on the value of fund investments and rates of return. Accordingly, depending on the instruments or activities impacted, market risks can have wide ranging, complex adverse effects on our results from operations and our overall financial condition. We monitor market risk using certain strategies and methodologies which management evaluates periodically for appropriateness. We intend to continue to monitor this risk going forward and continue to monitor our exposure to all market factors.

Interest Rate Risk—Interest rate risk represents exposure we and our funds have to instruments whose values vary with the change in interest rates. These instruments include, but are not limited to, loans, borrowings, investments in interest bearing securities and derivative instruments. We may seek to mitigate risks associated with the exposures by having our funds

take offsetting positions in derivative contracts. Hedging instruments allow us to seek to mitigate risks by reducing the effect of movements in the level of interest rates, changes in the shape of the yield curve, as well as, changes in interest rate volatility. Hedging instruments used to mitigate these risks may include related derivatives such as options, futures and swaps.
Credit Risk—Certain of our funds are subject to certain inherent risks through their investments.
Certain of our entities invest substantially all of their excess cash in open-end money market funds and money market demand accounts, which are included in cash and cash equivalents. The money market funds invest primarily in government securities and other short-term, highly liquid instruments with a low risk of loss. We continually monitor the funds’ performance in order to manage any risk associated with these investments.
Certain of our funds hold derivative instruments that contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. We seek to minimize our risk exposure by limiting the counterparties with which our funds enter into contracts to banks and investment banks who meet established credit and capital guidelines. As of SeptemberJune 30, 2018,2019, we do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.
Foreign Exchange Risk—Foreign exchange risk represents exposures our funds have to changes in the values of current fund holdings and future cash flows denominated in other currencies and investments in non-U.S. companies. The types of investments exposed to this risk include investments in foreign subsidiaries, foreign currency-denominated loans, foreign currency-denominated transactions, and various foreign exchange derivative instruments whose values fluctuate with changes in currency exchange rates or foreign interest rates. Instruments used to mitigate this risk are foreign exchange options, currency swaps, futures and forwards. These instruments may be used to help insulate our funds against losses that may arise due to volatile movements in foreign exchange rates and/or interest rates.
In our capacity as investment manager of the funds we manage, we continuously monitor a variety of markets for attractive opportunities for managing risk. For example, certain of the funds we manage may put in place foreign exchange hedges or borrowings with respect to certain foreign currency denominated investments to provide a hedge against foreign exchange exposure.
Non-U.S. Operations—We conduct business throughout the world and are continuing to expand into foreign markets. We currently have offices outside the U.S. in Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai and ShanghaiTokyo and have been strategically growing our international presence. Our fund investments and our revenues are primarily derived from our U.S. operations. With respect to our non-U.S. operations, we are subject to risk of loss from currency fluctuations, social instability, changes in governmental policies or policies of central banks, expropriation, nationalization, unfavorable political and diplomatic developments and changes in legislation relating to non-U.S. ownership. Our funds also invest in the securities of companies which are located in non-U.S. jurisdictions. As we continue to expand globally, we will continue to focus on monitoring and managing these risk factors as they relate to specific non-U.S. investments.
ITEM 4.CONTROLS AND PROCEDURES
We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose

in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated

to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
No changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) occurred during our most recent quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
See note 1415 to our condensed consolidated financial statements for a summary of the Company’s legal proceedings.
ITEM 1A.RISK FACTORS
For a discussion of our potential risks and uncertainties, see the information under the heading "Risk Factors" in our 20172018 Annual Report, which is accessible on the Securities and Exchange Commission's website at www.sec.gov. ThereOn May 2, 2019, we announced our decision to convert from a publicly traded partnership to a corporation (the “Corporation” and such conversion, the “Conversion”), which we anticipate will become effective during the third quarter of 2019 (the “Effective Time”). At the Effective Time, (i) each Class A share that is outstanding immediately prior to the Effective Time shall be converted into one issued and outstanding, fully paid and nonassessable share of Class A common stock of the Corporation (“Class A Common Stock”), (ii) each Class B share that is outstanding immediately prior to the Effective Time shall be converted into one issued and outstanding, fully paid and nonassessable share of Class B common stock of the Corporation (“Class B Common Stock”), (iii) each Series A Preferred share that is outstanding immediately prior to the Effective Time shall be converted into one issued and outstanding, fully paid and nonassessable share of Series A preferred stock of the Corporation, (iv) each Series B preferred share that is outstanding immediately prior to the Effective Time shall be converted into one issued and outstanding, fully paid and nonassessable share of Series B preferred stock of the Corporation, and (v) all of our manager’s rights in the Company pursuant to the Third Amended and Restated Limited Liability Company Agreement, dated as of March 19, 2018 shall be exchanged for one issued and outstanding, fully paid and nonassessable share of Class C common stock of the Corporation (“Class C Common Stock”). In addition to the risks identified in our 2018 Annual Report, the following risks have been no material changesidentified related to the risk factorsexpected conversion.
Following the Conversion, we expect to pay more corporate income taxes than we would have as a limited liability company taxed as a partnership for U.S. federal income tax purposes.
On May 2, 2019, we announced our decision to convert Apollo Global Management, LLC from a Delaware limited liability company to a Delaware corporation. We anticipate that the Conversion will be effective during the third quarter of 2019. Following the Conversion, all of the net income attributable to the Corporation will be subject to U.S. federal (and state and local) corporate income taxes, which we anticipate will have a dilutive impact to Distributable Earningsper share of Class A Common Stock and net income attributable to the Corporation and reduce the amount of cash available for dividends to the holders of the Corporation’s Class A Common Stock (the “Class A Common Stockholders”), although this dilution should initially be mitigated by a partial tax basis step-up related to the Conversion. As a result of the tax basis step-up, we anticipate that the dilutive impact to Distributable Earnings from the Conversion will be approximately 7% to 9% over a cycle, as realizations occur. Our estimates of the dilutive impact of the Conversion to after-tax earnings are presented for illustrative purposes only and are subject to various risks and uncertainties. Actual results could differ materially from these estimates. Among other things, these estimates are based on the currently enacted maximum U.S. federal corporate income tax rate of 21%. This rate may increase in the future, which would cause us to pay more corporate income taxes than currently anticipated.
Following the Conversion, because all of the net income attributable to the Corporation will be subject to corporate income taxes, we expect the amount of the Corporation’s cash tax savings from future exchanges of Apollo Operating Group units for shares of Class A Common Stock to increase as compared to the cash tax savings historically realized by the Company from such exchanges for Class A Common Shares. As a result, we expect the amount the Corporation will be required to pay under the tax receivable agreement (i.e., 85% of cash tax savings it realizes) will in the aggregate, over time, be higher for exchanges following the Conversion. This would similarly have the effect of increasing the amount of any early termination payment or the amounts due upon the occurrence of an acceleration event, which are determined in part by reference to amounts payable in respect of future exchanges.
Following the Conversion, the declaration, payment and determination of dividends to our Class A Common Stockholders will be at the sole discretion of the board of directors of the Corporation (the “New Board”), and our dividend policy may be

changed at any time. Because of additional taxes to be paid by us as a corporation, the net income available for dividends to the Corporation’s Class A Common Stockholders, if declared, will be lower than it would otherwise have been in prior periods as a limited liability company (based on the same level of pre-tax income). Our distribution policy as a limited liability company has been to distribute to the holders of our Class A shares substantially all of our Distributable Earnings attributable to the holders of Class A shares, in excess of amounts determined by the manager to be necessary or appropriate to provide for the three months ended September 30, 2018.
The risks describedconduct of our business, to make appropriate investments in our 2017 Annual Report arebusinesses and our funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future distributions to the holders of our Class A shares for any ensuing quarter, and we currently do not anticipate any change to our dividend policy. For U.S. federal income tax purposes, any dividends we pay following the only risks facing us. Additional risksConversion generally will be treated as qualified dividend income (generally taxable to U.S. individual stockholders at capital gain rates) paid by a domestic corporation to the extent paid out of our current or accumulated earnings and uncertaintiesprofits, as determined for U.S. federal income tax purposes. Following the Conversion, none of our income, gains, losses, deductions or credits will flow through to the Class A Common Stockholders for U.S. federal income tax purposes.
Although we believe that the Conversion will, among other things, simplify our tax reporting for stockholders, expand our stockholder base, and increase the liquidity of the Corporation’s Class A Common Stock, we may fail to realize all or some of the anticipated benefits of the Conversion, or those benefits may take longer to realize than we expected, which could contribute to a decline in the trading price of our Class A shares or, after the Conversion, the Class A Common Stock. Moreover, there can be no assurance that the anticipated benefits of the Conversion will over time offset the cost of the Conversion.
We may fail to realize the anticipated benefits of the Conversion or those benefits may take longer to realize than expected or not currently knownoffset the costs of the Conversion, which could have a material and adverse impact on the trading price of our securities.
We believe that the Conversion will, among other things, make it significantly easier for both domestic and international investors to own stock in the Corporation, expand our global investor base and drive greater value for all of our shareholders over time. However, the level of investor interest in the Class A Common Stock may not meet our expectations. For example, benchmark stock indices may change their eligibility requirements in a manner that is adverse to us or otherwise determine not to include the Class A Common Stock. Moreover, even if we succeed in having our shares included in key stock indices and simplify our tax structure and reporting, this may not result in the increased demand for our securities that we currently deemanticipate. Consequently, we may fail to realize the anticipated benefits of the Conversion or those benefits may take longer to realize than we expect. Moreover, there can be no assurance that the anticipated benefits of the Conversion will offset its costs, which could be greater than we expect, particularly if there were to be immaterialan increase in the U.S. federal corporate income tax rate. Our failure to achieve the anticipated benefits of the Conversion at all or in a timely manner, or a failure of any benefits realized to offset their costs, could have a material and adverse impact on the trading price of our securities.
Because the Class A Common Stock generally will have limited voting rights as expressly provided in the certificate of incorporation of the Corporation (the “Certification of Incorporation”) or required by the General Corporation Law of the State of Delaware (“the DGCL”) or the rules of the New York Stock Exchange (“NYSE”), we will not be required to comply with certain provisions of U.S. securities laws relating to proxy statements, shareholder proposals and other matters.
Following the Conversion, the Class A Common Stock will have limited voting rights as expressly provided in the Certificate of Incorporation or required by the DGCL or the rules of the NYSE following the Conversion. As a result, practically all matters submitted to stockholders will be decided by the vote of the holders of the Class C Common Stock (the “Class C Common Stockholder”). Our Certificate of Incorporation provides that, for so long as there is a Class C Stockholder and the Apollo Group (as such term will be defined in the Certificate of Incorporation) beneficially owns, in the aggregate, 10% or more of the voting power of the Corporation, holders of the Class A Common Stock (voting together with the holder of the Class B Common Stock as a single class) shall, unless otherwise required by the DGCL, have the right to vote only with respect to (i) certain sales of all or substantially all of our assets, (ii) a merger, consolidation or other business combination and (iii) certain amendments to our Certificate of Incorporation or the bylaws of the Corporation (the “Bylaws”). Our Certificate of Incorporation also provides that, for so long as there is a Class C Stockholder and the Apollo Group beneficially owns, in the aggregate, 10% or more of the voting power of the Corporation, the number of authorized shares of the Class A Common Stock may be increased or decreased solely with the approval of the holder of the Class C Common Stock. Our Certificate of Incorporation also provides that, for so long as there is a Class C Stockholder and the Apollo Group beneficially owns, in the aggregate, 10% or more of the Voting Power of the Corporation, the Class C Stockholder shall nominate and elect all directors serving on the New Board, set the total number of directors which shall constitute the New Board and fill any vacancies or newly created directorships on the New Board. As a result, holders of the Class A Common Stock will have a very limited ability to influence stockholder decisions.
The Bylaws will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain legal actions between us and our stockholders, which could limit our stockholders’ ability to obtain a judicial forum

viewed by the stockholders as more favorable for disputes with us or our directors, officers or employees, and the enforceability of the exclusive forum provision may be subject to uncertainty.
Article VII of the Bylaws will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf; (b) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other employees or stockholders to us or our stockholders or any current or former member or fiduciary of the Company to the Company or the Company’s members; (c) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (d) any action asserting a claim related to or involving the Corporation that is governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and/and results of operations. The exclusive forum provision also provides that it will not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Article VII will provide that any person or entity who acquires an interest in the capital stock of the Corporation will be deemed to have notice of and consented to the provisions of Article VII. Stockholders cannot waive, and will not be deemed to have waived under the exclusive forum provision, the Corporation’s compliance with the federal securities laws and the rules and regulations thereunder. Although we believe this exclusive forum provision will benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, this exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds the exclusive forum provision contained in the Bylaws to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results.results and financial condition.
ITEM 2.UNREGISTERED SALE OF EQUITY SECURITIES
On AugustMay 7, 2018 2019,and August 15, 2018,May 17, 2019, we issued 236,826202,080 and 103,874107,338 Class A shares, respectively, net of taxes to Apollo Management Holdings, L.P., a subsidiary of Apollo Global Management, LLC, in connection with issuances of shares to participants in the 2007 Equity Plan for an aggregate purchase price of $8.4$6.6 million and $3.6$3.5 million, respectively. The issuance was exempt from registration under the Securities Act in accordance with Section 4(a)(2) and Rule 506(b) thereof, as transactions by the issuer not involving a public offering. We determined that the purchaser of Class A shares in the transactions, Apollo Management Holdings, L.P., was an accredited investor.
Issuer Purchases of Equity Securities
The following table sets forth purchases of our Class A shares made by us or on our behalf during the fiscal quarter ended SeptemberJune 30, 2018.2019.
Period 
Number of Class A Shares Purchased(1)
 Average Price
Paid per Share
 
Class A Shares Purchased as Part of Publicly Announced Plans or Programs(2)
 Approximate Dollar Value of Class A Shares that May be Purchased Under the Plan or Programs
July 1, 2018 through July 31, 2018 
 $
 
 $101,488,628
August 1, 2018 through August 31, 2018 831,876
 35.31
 721,653
 76,007,061
September 1, 2018 through September 30, 2018 
 
 
 76,007,061
Total 831,876
   721,653
  
Period 
Number of Class A Shares Purchased(1)
 Average Price
Paid per Share
 
Class A Shares Purchased as Part of Publicly Announced Plans or Programs(2)
 Approximate Dollar Value of Class A Shares that May be Purchased Under the Plan or Programs
April 1, 2019 through April 30, 2019 728,342
 $28.62
 728,342
 $235,691,769
May 1, 2019 through May 31, 2019 398,601
 32.50
 254,896
 227,407,649
June 1, 2019 through June 30, 2019 
 
 
 227,407,649
Total 1,126,943
   983,238
  
(1)Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted Class A shares of AGM that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's 2007 Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase Class A shares on the open market and retire them. During the three months ended SeptemberJune 30, 2018,2019, we repurchased 110,223143,705 Class A shares at an average price paid per share of $35.31$32.50 in open-market transactions not pursuant to a publicly-announced repurchase plan or program on account of these awards. See note 12 for further information on Class A Shares.publicly-

announced repurchase plan or program on account of these awards. See note 13 to the condensed consolidated financial statements for further information on Class A shares.
(2)In February 2016,Pursuant to a publicly announced share repurchase program, the Company announced its adoption of a programis authorized to repurchase up to $250$500 million in the aggregate of its Class A shares, including up to $150 million inthrough the aggregaterepurchase of its outstanding Class A shares through a share repurchase program and up to $100 million through a reduction of Class A shares to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan which we refer to as net share settlement. Under the share repurchase program,(or any successor equity plan thereto). Class A shares may be repurchased from time to time in open market transactions, in privately negotiated transactions, pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. The Company expects thatis not obligated under the shareterms of the program to repurchase any of its Class A shares. The repurchase program which has no expiration date willand may be in effect untilsuspended or terminated by the maximum approved dollar amount has been used to repurchaseCompany at any time without prior notice. Class A shares. The share repurchaseshares repurchased as part of this program does not requireare canceled by the Company to repurchase any specific numberCompany. Reductions of Class A shares andissued to employees to satisfy associated tax obligations in connection with the share repurchase program may be suspended, extended, modified or discontinued at any time. Reductionssettlement of equity-based awards granted under the Equity Plan are not included in the table.

Class A shares issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan are not included in the table. The Company intends to continue the net share settlement program in excess of the $100 million pursuant to the repurchase program announced in February 2016.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
None.Not applicable.

ITEM 6.EXHIBITS
 
Exhibit
Number
  Exhibit Description
  
3.1  
  
3.2  
  
4.1  
   
4.2 
   
4.3 
   
4.4 
  
4.5 
   
4.6 
   
4.7 
   
4.8 
   
4.9 
   

Exhibit
Number
  Exhibit Description
  
4.10 
   
4.11 
   
4.12 
4.13
4.14
   
4.134.15 
   
10.14.16 
  
*4.17
*10.1
*10.2 
  
10.3 
10.4
10.5
+10.6
10.7
10.8

Exhibit
Number
Exhibit Description
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19

Exhibit
Number
Exhibit Description
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
+10.28
  

Exhibit
Number
Exhibit Description
 
+10.2910.4 
  
+10.3010.5 
+10.31
+10.32
+10.33
+10.34
+10.35
10.36
*10.37
+10.38
+10.39
10.40
+10.41

Exhibit
Number
  Exhibit Description
  
  
+10.4210.6 
   
+10.4310.7 
   
+10.4410.8 
+10.45
+10.46
+10.47
+10.48
+10.49
10.50
10.51

Exhibit
Number
Exhibit Description
10.52
10.53
10.54
10.55
+10.56
+10.57
+10.58
+10.59
+10.60

Exhibit
Number
Exhibit Description
+10.61
+10.62
+10.63
+10.64
+10.65
+10.66
+10.67
   
*+10.6810.9 
*+10.69
*+10.70
*+10.71
   
*31.1 
  
*31.2 
  
*32.1 

Exhibit
Number
Exhibit Description
  
*32.2 
  
*101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
  
*101.SCH XBRL Taxonomy Extension SchemeSchema Document
  
*101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
  
*101.DEF XBRL Taxonomy Extension Definition Linkbase Document
  
*101.LAB XBRL Taxonomy Extension Label Linkbase Document
  
*101.PRE XBRL Taxonomy Extension Presentation Linkbase Document


*Filed herewith.
+Management contract or compensatory plan or arrangement.


The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents

were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
    
  Apollo Global Management, LLC
  (Registrant)
   
Date: November 5, 2018August 6, 2019By:/s/ Martin Kelly
  Name:Martin Kelly
  Title:
Chief Financial Officer and Co-Chief Operating Officer
(principal financial officer and
authorized signatory)



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