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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
   
 
Form 10-Q  
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 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 York 10019
(Address of principal executive offices) (Zip Code)
(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
As of November 2, 2018 there were 201,427,878 Class A shares and 1 Class B share outstanding.

Table of Contents


 
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.
 
 
 


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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, 2018 (the “2017 Annual 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 through which our Managing Partners currently operate our businesses and (ii) one or more limited partnerships 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 fair value of the investments of the private equity 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 net 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;
(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

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(v)
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.
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

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(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;
“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 drawdown funds, (ii) SIAs that have a defined maturity date and (iii) funds and SIAs in our real estate debt strategy;
“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 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 September 30, 2018 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 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 September 30, 2018 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 of Athene sub-advised portfolios and CLOs represent the gross returns on invested assets, which exclude cash. Returns over multiple periods are calculated by geometrically linking each period’s return over time;

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“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 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 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 September 30, 2018 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, incentive 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” and “incentive fees” 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

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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 MidCap and Apollo, as well as between Athene 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 Special Situations Fund, L.P. and AION Capital Partners Limited (“AION”) 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;
“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 pay 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 to its governing agreements.

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PART I—FINANCIAL INFORMATION
ITEM 1 .     FINANCIAL STATEMENTS
APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
AS OF SEPTEMBER 30, 2018 AND DECEMBER 31, 2017
(dollars in thousands, except share data)
 
As of
September 30, 2018
 
As of
December 31, 2017
Assets:
 
 
 
Cash and cash equivalents
$
854,574

 
$
751,273

Restricted cash
3,460

 
3,875

U.S. Treasury securities, at fair value
390,448

 
364,649

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

Assets of consolidated variable interest entities:
 
 
 
Cash and cash equivalents
53,295

 
92,912

Investments, at fair value
1,202,185

 
1,196,190

Other assets
45,749

 
39,484

Incentive fees receivable
7,710

 
43,176

Due from related parties
335,778

 
262,588

Deferred tax assets, net
348,588

 
337,638

Other assets
207,477

 
231,757

Goodwill
88,852

 
88,852

Intangible assets, net
18,877

 
18,842

Total Assets
$
6,972,158

 
$
6,991,070

Liabilities and Shareholders’ Equity
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued expenses
$
82,008

 
$
68,873

Accrued compensation and benefits
159,516

 
62,474

Deferred revenue
182,045

 
128,146

Due to related parties
412,862

 
428,013

Profit sharing payable
684,594

 
752,276

Debt
1,361,024

 
1,362,402

Liabilities of consolidated variable interest entities:
 
 
 
Debt, at fair value
880,570

 
1,002,063

Other liabilities
73,689

 
115,658

Other liabilities
142,021

 
173,369

Total Liabilities
3,978,329

 
4,093,274

Commitments and Contingencies (see note 14)


 


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, 2017
264,398

 
264,398

Series B Preferred shares, 12,000,000 and 0 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively
289,815

 
—

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
—

 
—

Additional paid in capital
1,350,331

 
1,579,797

Accumulated deficit
(273,535
)
 
(379,460
)
Accumulated other comprehensive loss
(3,600
)
 
(1,809
)
Total Apollo Global Management, LLC shareholders’ equity
1,627,409

 
1,462,926

Non-Controlling Interests in consolidated entities
271,379

 
140,086

Non-Controlling Interests in Apollo Operating Group
1,095,041

 
1,294,784

Total Shareholders’ Equity
2,993,829

 
2,897,796

Total Liabilities and Shareholders’ Equity
$
6,972,158

 
$
6,991,070

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(dollars in thousands, except share data)
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Management fees
$
358,750

 
$
301,443

 
$
987,102

 
$
852,291

Advisory and transaction fees, net
13,154

 
16,209

 
42,145

 
54,905

Investment income:
 
 
 
 
 
 
 
Performance allocations
124,856

 
336,910

 
129,776

 
809,896

Principal investment income
16,153

 
47,488

 
25,334

 
102,877

Total investment income
141,009

 
384,398

 
155,110

 
912,773

Incentive fees
4,818

 
9,670

 
23,593

 
23,563

Total Revenues
517,731

 
711,720

 
1,207,950

 
1,843,532

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Salary, bonus and benefits
112,722

 
108,853

 
343,623

 
316,011

Equity-based compensation
50,334

 
24,485

 
123,643

 
70,332

Profit sharing expense
63,059

 
137,296

 
121,327

 
339,679

Total compensation and benefits
226,115

 
270,634

 
588,593

 
726,022

Interest expense
15,209

 
13,303

 
44,168

 
39,497

General, administrative and other
70,657

 
68,149

 
194,851

 
189,918

Placement fees
746

 
5,397

 
1,384

 
12,560

Total Expenses
312,727

 
357,483

 
828,996

 
967,997

Other Income:
 
 
 
 
 
 
 
Net gains from investment activities
155,283

 
68,932

 
20,645

 
102,936

Net gains from investment activities of consolidated variable interest entities
13,001

 
845

 
28,746

 
11,085

Interest income
5,411

 
1,504

 
13,517

 
2,929

Other income, net
3,085

 
25,387

 
1,888

 
44,776

Total Other Income
176,780

 
96,668

 
64,796

 
161,726

Income before income tax provision
381,784

 
450,905

 
443,750

 
1,037,261

Income tax provision
(19,092
)
 
(16,542
)
 
(46,596
)
 
(54,926
)
Net Income
362,692

 
434,363

 
397,154

 
982,335

Net income attributable to Non-Controlling Interests
(191,171
)
 
(231,411
)
 
(220,285
)
 
(542,507
)
Net Income Attributable to Apollo Global Management, LLC
171,521

 
202,952

 
176,869

 
439,828

Net income attributable to Series A Preferred Shareholders
(4,383
)
 
(4,383
)
 
(13,149
)
 
(9,155
)
Net income attributable to Series B Preferred Shareholders
(4,781
)
 
—

 
(9,350
)
 
—

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 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

Weighted Average Number of Class A Shares Outstanding – Basic
200,347,996

 
192,882,082

 
199,837,707

 
190,014,240

Weighted Average Number of Class A Shares Outstanding – Diluted
200,347,996

 
192,882,082

 
199,837,707

 
190,014,240


See accompanying notes to condensed consolidated financial statements.

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Table of Contents

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(dollars in thousands, except share data)
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Net Income
$
362,692

 
$
434,363

 
$
397,154

 
$
982,335

Other Comprehensive Income (Loss), net of tax:
 
 
 
 
 
 
 
Currency translation adjustments, net of tax
(2,318
)
 
5,643

 
(15,183
)
 
14,583

Net gain from change in fair value of cash flow hedge instruments
27

 
27

 
79

 
78

Net gain (loss) on available-for-sale securities
(309
)
 
290

 
(546
)
 
189

Total Other Comprehensive Income (Loss), net of tax
(2,600
)
 
5,960

 
(15,650
)
 
14,850

Comprehensive Income
360,092

 
440,323

 
381,504

 
997,185

Comprehensive Income attributable to Non-Controlling Interests
(189,041
)
 
(236,410
)
 
(206,426
)
 
(550,695
)
Comprehensive Income Attributable to Apollo Global Management, LLC
$
171,051

 
$
203,913

 
$
175,078

 
$
446,490


See accompanying notes to condensed consolidated financial statements.

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Table of Contents

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(dollars in thousands, except share data)
 
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, 2017
185,460,294

 
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 awards
2,096,389

 
—

 
—

 
—

 
—

 
(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 shares
6,217,418

 
—

 
—

 
—

 
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, 2017
193,540,853

 
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, 2018
195,267,669

 
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

Capital increase related to equity-based compensation
—

 
—

 
—

 
—

 
94,238

 
—

 
—

 
94,238

 
—

 
—

 
94,238

Capital contributions
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
146,518

 
—

 
146,518

Distributions
—

 
—

 
(13,149
)
 
(9,350
)
 
(309,780
)
 
—

 
—

 
(332,279
)
 
(29,028
)
 
(348,276
)
 
(709,583
)
Payments related to issuances of Class A shares for equity-based awards
2,202,634

 
—

 
—

 
—

 
—

 
(40,329
)
 
—

 
(40,329
)
 
—

 
—

 
(40,329
)
Repurchase of Class A shares
(1,571,438
)
 
—

 
—

 
—

 
(54,266
)
 
—

 
—

 
(54,266
)
 
—

 
—

 
(54,266
)
Exchange of AOG Units for Class A shares
5,190,600

 
—

 
—

 
—

 
40,286

 
—

 
—

 
40,286

 
—

 
(32,880
)
 
7,406

Net income
—

 
—

 
13,149

 
9,350

 
—

 
154,370

 
—

 
176,869

 
26,035

 
194,250

 
397,154

Currency translation adjustments, net of tax
—

 
—

 
—

 
—

 
—

 
—

 
(1,558
)
 
(1,558
)
 
(12,232
)
 
(1,393
)
 
(15,183
)
Net gain from change in fair value of cash flow hedge instruments
—

 
—

 
—

 
—

 
—

 
—

 
39

 
39

 
—

 
40

 
79

Net loss on available-for-sale securities
—

 
—

 
—

 
—

 
—

 
—

 
(272
)
 
(272
)
 
—

 
(274
)
 
(546
)
Balance at September 30, 2018
201,089,465

 
1

 
$
264,398

 
$
289,815

 
$
1,350,331

 
$
(273,535
)
 
$
(3,600
)
 
$
1,627,409

 
$
271,379

 
$
1,095,041

 
$
2,993,829


See accompanying notes to condensed consolidated financial statements.

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Table of Contents

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(dollars in thousands, except share data)
 
For the Nine Months Ended September 30,
 
2018
 
2017
Cash Flows from Operating Activities:
 
 
 
Net income
$
397,154

 
$
982,335

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Equity-based compensation
123,643

 
70,332

Depreciation and amortization
11,215

 
15,241

Unrealized gains from investment activities
(14,555
)
 
(107,803
)
Principal investment income
(25,334
)
 
(102,877
)
Performance allocations
(129,776
)
 
(809,896
)
Change in fair value of contingent obligations
(7,953
)
 
4,619

Deferred taxes, net
38,682

 
49,817

Other non-cash amounts included in net income, net
(18,768
)
 
1,310

Cash flows due to changes in operating assets and liabilities:
 
 
 
Incentive fees receivable
(258
)
 
8,419

Due from related parties
(65,697
)
 
(47,536
)
Accounts payable and accrued expenses
13,135

 
21,597

Accrued compensation and benefits
97,042

 
91,910

Deferred revenue
56,426

 
(17,285
)
Due to related parties
(912
)
 
(7,928
)
Profit sharing payable
4,457

 
179,703

Other assets and other liabilities, net
(7,075
)
 
(14,409
)
Cash distributions of earnings from principal investments
55,913

 
41,335

Cash distributions of earnings from performance allocations
350,012

 
470,843

Satisfaction of contingent obligations
(6,947
)
 
(23,597
)
Apollo Fund and VIE related:
 
 
 
Net realized and unrealized gains from investing activities and debt
(33,341
)
 
(10,111
)
Purchases of investments
(359,847
)
 
(517,652
)
Proceeds from sale of investments
341,745

 
385,035

Changes in other assets and other liabilities, net
(48,071
)
 
6,990

Net Cash Provided by Operating Activities
$
770,890

 
$
670,392

Cash Flows from Investing Activities:
 
 
 
Purchases of fixed assets
$
(10,010
)
 
$
(5,929
)
Proceeds from sale of investments
49,239

 
—

Purchase of investments
(80,677
)
 
(14,774
)
Purchase of U.S. Treasury securities
(449,865
)
 
(198,868
)
Proceeds from maturities of U.S. Treasury securities
425,830

 
—

Cash contributions to equity method investments
(185,372
)
 
(116,233
)
Cash distributions from equity method investments
84,036

 
80,360

Issuance of related party loans
(2,995
)
 
(5,834
)
Repayment of related party loans
—

 
17,700

Other investing activities
210

 
(1,141
)
Net Cash Used in Investing Activities
$
(169,604
)
 
$
(244,719
)
Cash Flows from Financing Activities:
 
 
 
Principal repayments of debt
$
(300,000
)
 
$
(30
)
Issuance of Preferred shares, net of issuance costs
289,815

 
264,398

Distributions to Preferred Shareholders
(22,499
)
 
(9,155
)
Satisfaction of tax receivable agreement
(50,267
)
 
(17,895
)
Issuance of debt
303,267

 
—

Purchase of Class A shares
(81,858
)
 
(18,463
)
Payments related to deliveries of Class A shares for RSUs
(40,329
)
 
(28,001
)
Distributions paid
(309,780
)
 
(288,726
)
Distributions paid to Non-Controlling Interests in Apollo Operating Group
(348,276
)
 
(329,172
)
Other financing activities
(8,138
)
 
(2,949
)
Apollo Fund and VIE related:
 
 
 
Issuance of debt
—

 
534,595

Principal repayment of debt
(92,153
)
 
(442,640
)
Distributions paid to Non-Controlling Interests in consolidated entities
(24,988
)
 
(347
)
Contributions from Non-Controlling Interests in consolidated entities
147,189

 
42,484

Net Cash Used in Financing Activities
$
(538,017
)
 
$
(295,901
)
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities
63,269

 
129,772

Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, Beginning of Period
848,060

 
859,662

Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, End of Period
$
911,329

 
$
989,434

Supplemental Disclosure of Cash Flow Information:
 
 
 
Interest paid
$
33,692

 
$
32,207

Interest paid by consolidated variable interest entities
12,979

 
9,026

Income taxes paid
8,036

 
8,070

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 value
194,003

 
25,091

Non-cash distributions 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

Other non-cash financing activities
90

 
(296
)
Adjustments related to exchange of Apollo Operating Group units:
 
 
 
Deferred tax assets
$
47,011

 
$
46,539

Due to related parties
(39,605
)
 
(35,946
)
Additional paid in capital
(7,406
)
 
(10,593
)
Non-Controlling Interest in Apollo Operating Group
32,880

 
30,631

 
 
 
 
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

Restricted cash
3,460

 
4,165

Cash held at consolidated variable interest entities
53,295

 
44,226

Total Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities
$
911,329

 
$
989,434


See accompanying notes to condensed consolidated financial statements.

- 12 -
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.
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 September 30, 2018 , 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-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 partnerships that comprise the Apollo Operating Group (“AOG Units”). As of September 30, 2018 , 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.
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 2017 Annual Report.
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.

- 13 -
Table of Contents
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.
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 $340.8 million and $404.7 million as of September 30, 2018 and December 31, 2017 , 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.

- 14 -
Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

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 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. 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

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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 interest and yield risks, among other factors. When market quotations are not available, a model based approach is used to determine fair value.
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

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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 million of revenue recognized during the nine months ended September 30, 2018 that was previously deferred as of January 1, 2018.
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 own 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 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

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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 monitoring 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 oversight of portfolio company operations. Transaction fees, including structuring fees and arranging fees are generally recognized at a point in time when the underlying services rendered are complete.
The amounts due from portfolio companies are recorded in due from related parties, which is discussed further in note 13 . 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’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.

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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 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 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.
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”) subject to continued employment and certain performance metrics being achieved. In accordance with U.S. GAAP, equity-based compensation expense for such awards is recognized on an accelerated recognition method over the requisite service period to the extent the performance 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”) 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 our employees be used to purchase Class A restricted shares issued under our 2007 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.
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 Adopted 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 disclose the nature of the restrictions. 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. Refer to the Company’s condensed consolidated statements of cash flows for the impact of this standard.
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

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

was calculated. The guidance eliminates the following disclosure requirements: (i) disclosure of the amount and reason for transfers between Level I and Level II and (ii) disclosure of the policy for timing of transfers between levels of the fair value hierarchy. The guidance is effective for all entities for interim and annual periods beginning after December 15, 2019. Early adoption is permitted for any eliminated or modified disclosure requirements upon issuance of the guidance. The Company early adopted the eliminated and modified disclosure requirements upon issuance 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 retroactively 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 periods in fiscal years beginning after December 15, 2018. Early adoption is permitted for all entities. The Company expects its total assets and total liabilities on its condensed consolidated statements of financial condition to increase upon adoption of this guidance as a result of recording a lease asset and lease liability related to its operating leases. The Company is continuing to evaluate the impact 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, and the accounting for initial direct costs. The Company will adopt the new leasing guidance 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 investments
903,837

 
863,906

Performance allocations
1,435,233

 
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 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 from investment activities except for certain investments for which the Company is entitled to receive performance allocations. For those investments, changes in fair value are presented in principal investment income.
As of  September 30, 2018  and for the  three 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  three and nine months ended   September 30, 2018 , the Company chose to continue to include this information as it was disclosed in its 2017 Annual Report. The following table presents summarized financial information of Athene Holding:

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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

Expenses
1,467

 
1,179

 
5,525

 
3,818

Income before income tax provision
330

 
294

 
1,155

 
1,037

Income tax provision
66

 
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 value
155,282

 
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 Assets
27,937

 
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 from private equity, credit and real assets funds consisted of the following:  
 
As of September 30, 2018
 
As of December 31, 2017
Private Equity
$
1,011,770

 
$
1,404,777

Credit
396,316

 
395,340

Real Assets
27,147

 
28,813

Total performance allocations
$
1,435,233

 
$
1,828,930

The table below provides a roll forward of the performance allocations balance:
 
 
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 funds
18,313

 
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 13 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 is payable and is 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 September 30, 2018
 
As of December 31, 2017
Credit
$
270,077

 
$
265,791

Private Equity
401,226

 
475,556

Real Assets
13,291

 
10,929

Total profit sharing payable
$
684,594

 
$
752,276

The table below provides a roll forward of the profit sharing payable balance:
 
Private Equity
 
Credit
 
Real Assets
 
Total
Profit sharing payable, January 1, 2018
$
475,556

 
$
265,791

 
$
10,929

 
$
752,276

Profit sharing expense
57,287

 
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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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 13 for further disclosure regarding the potential return of profit sharing distributions.
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 2007 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 .
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,
 
 
2018
(1)  
2017
(1)  
2018
(1)  
2017
(1)  
Net gains (losses) from investment activities
$
17,898

 
$
(272
)
 
$
23,211

 
$
9,244

 
Net gains (losses) from debt
(6,131
)
 
635

 
2,043

 
3,319

 
Interest and other income
8,391

 
9,977

 
27,118

 
26,420

 
Interest and other expenses
(7,157
)
 
(9,495
)
 
(23,626
)
 
(27,898
)
 
Net gains from investment activities of consolidated variable interest entities
$
13,001

 
$
845

 
$
28,746

 
$
11,085

 
(1)
Amounts reflect consolidation eliminations.

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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, 2017
 
Principal 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
Subordinated Notes (2)
96,852

 
N/A

(1)  
21.7
 
100,188

 
N/A

(1)  
22.4
Secured Borrowings (2)(3)
18,976

 
3.33
%
 
9.1
 
109,438

 
2.70
%
 
9.3
Total
$
894,057

 
 
 
 
 
$
1,016,229

 
 
 
 
(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 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 September 30, 2018 and December 31, 2017 was $19.0 million and $109.4 million , respectively.
The consolidated VIEs’ debt obligations contain various customary loan covenants. As of September 30, 2018 , the Company was not aware of any instances of non-compliance with any of these covenants.
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
Assets:
 
 
 
Cash
$
207,410

 
$
254,791

Investments
4,532,562

 
6,230,397

Receivables
174,680

 
36,601

Total Assets
$
4,914,652

 
$
6,521,789

 
 
 
 
Liabilities:
 
 
 
Debt and other payables
$
3,579,828

 
$
3,285,263

Total Liabilities
$
3,579,828

 
$
3,285,263

 
 
 
 
Apollo Exposure (1)
$
223,464

 
$
252,605

(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 .
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, 2018
 
Level I
 
Level II
 
Level III
 
Total
 
Cost
Assets
 
 
 
 
 
 
 
 
 
U.S. Treasury securities, at fair value
$
390,448

 
$
—

 
$
—

 
$
390,448

 
$
387,848

Investments, at fair value:
 
 
 
 
 
 
 
 
 
Investment in Athene Holding
209,800

 
760,702

 
—

 
970,502

 
510,784

Other investments
—

 
42,905

 
62,688

(1)  
105,593

 
100,269

Total investments, at fair value
209,800

 
803,607

 
62,688

 
1,076,095

 
611,053

Investments of VIEs, at fair value
—

 
919,705

 
278,430

 
1,198,135

 


Investments of VIEs, valued using NAV
—

 
—

 
—

 
4,050

 
 
Total investments of VIEs, at fair value
—

 
919,705

 
278,430

 
1,202,185

 
 
Derivative assets (2)
—

 
320

 
—

 
320

 
 
Total Assets
$
600,248

 
$
1,723,632

 
$
341,118

 
$
2,669,048

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Liabilities of VIEs, at fair value
$
—

 
$
880,570

 
$
—

 
$
880,570

 
 
Contingent consideration obligations (3)
—

 
—

 
77,700

 
77,700

 
 
Derivative liabilities (2)
—

 
944

 
—

 
944

 
 
Total Liabilities
$
—

 
$
881,514

 
$
77,700

 
$
959,214

 
 


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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, 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 investments
205

 
28,107

 
35,701

 
64,013

 
61,179

Total investments, at fair value
205

 
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 excludes $5.2 million 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, 2018
 
Other Investments
 
Investments of Consolidated VIEs
 
Total
Balance, Beginning of Period
$
60,871

 
$
268,623

 
$
329,494

Purchases
22,774

 
7,162

 
29,936

Sales of investments/distributions
(20,972
)
 
—

 
(20,972
)
Net realized gains
1

 
—

 
1

Changes in net unrealized gains
658

 
11,701

 
12,359

Cumulative translation adjustment
972

 
(9,056
)
 
(8,084
)
Transfer out of Level III (1)
(1,616
)
 
—

 
(1,616
)
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
$
592

 
$
—

 
$
592

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


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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, 2017
 
Other Investments
 
Investments of Consolidated VIEs
 
Total
Balance, Beginning of Period
$
53,722

 
$
170,666

 
$
224,388

Purchases
10,075

 
21,729

 
31,804

Sale of investments/distributions
—

 
(21,119
)
 
(21,119
)
Net realized gains
—

 
154

 
154

Changes in net unrealized gains
58

 
1,791

 
1,849

Cumulative translation adjustment
1,535

 
3,145

 
4,680

Transfer out of Level III (1)
—

 
(40,789
)
 
(40,789
)
Balance, End of Period
$
65,390

 
$
135,577

 
$
200,967

Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date
$
58

 
$
—

 
$
58

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

(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

Purchases
88,536

 
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 gains
2,078

 
28,820

 
30,898

Cumulative translation adjustment
43

 
(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

Purchases
14,774

 
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 adjustment
5,184

 
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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Table of Contents
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 summarize 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

(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,
 
2018
 
2017
 
Liabilities of Consolidated VIEs & Apollo Funds
 
Contingent Consideration Obligations
 
Total
 
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

Additions
—

 
—

 
—

 
97

 
—

 
97

Payments
(12,620
)
 
(6,947
)
 
(19,567
)
 
(94
)
 
(23,597
)
 
(23,691
)
Net realized gains
—

 
—

 
—

 
(10
)
 
—

 
(10
)
Changes in net unrealized (gains) losses (1)
—

 
(7,953
)
 
(7,953
)
 
1,368

 
4,615

 
5,983

Balance, End of Period
$
—

 
$
77,700

 
$
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
$
—

 
$
—

 
$
—

 
$
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 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 securities
278,430

 
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

 
 
 
 
 
 
 
 

- 29 -
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, 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 notes
6,824

 
Third party pricing
 
N/A
 
N/A
 
N/A
Equity securities
125,524

 
Book value multiple
 
Book value multiple
 
0.71x
 
0.71x
 
Discounted cash flow
 
Discount rate
 
13.4%
 
13.4%
Total investments of consolidated VIEs
132,348

 
 
 
 
 
 
 
 
Total Financial Assets
$
168,049

 
 
 
 
 
 
 
 
Financial Liabilities
 
 
 
 
 
 
 
 
 
Liabilities of consolidated VIEs
$
12,620

 
Other
 
N/A
 
N/A
 
N/A
Contingent consideration obligation
92,600

 
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 September 30, 2018 the fair value of Apollo’s Level I investment in Athene Holding was estimated using the closing market price of Athene Holding shares of $51.66 . As of September 30, 2018 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.
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 September 30, 2018 and December 31, 2017 , 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.

- 30 -
Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Liabilities
As of September 30, 2018 and December 31, 2017 , 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”). See note 14 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.
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 value of liquid investments in Apollo’s private equity funds, 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.
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 approach provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry. 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 as the Company’s historical and projected financial data, valuations given to comparable companies, the size and scope of the Company’s operations, the Company’s strengths, weaknesses, expectations relating to the market’s receptivity to an offering of the Company’s securities, applicable restrictions on transfer, industry and market information and assumptions, general economic and market conditions and other factors deemed relevant. 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 in the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are assumptions of expected results, the determination of a terminal value and a calculated discount rate.
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 swap contracts 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, net
19,297

 
19,184

Prepaid expenses
167,508

 
189,542

Tax receivables
8,845

 
9,236

Other
11,827

 
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)

8 . INCOME TAXES
The Company’s income tax provision totaled $19.1 million and $16.5 million for the three months ended September 30, 2018 and 2017 , respectively, and $46.6 million and $54.9 million for the nine months ended September 30, 2018 and 2017 , respectively. The Company’s effective tax rate was approximately 5.0% and 3.7% for the three months ended September 30, 2018 and 2017 , respectively, and 10.5% and 5.3% for the nine months ended September 30, 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 it 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 September 30, 2018 , the Company’s U.S. federal, state, local and foreign income tax returns for the years 2014 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 subsidiaries for the 2011 tax year. The State and City of New York are examining certain subsidiaries’ tax returns for tax years 2011 to 2017.
The Company has recorded a deferred tax asset for the future amortization of tax basis intangibles as a result of 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 ). 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 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


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

9 . DEBT
Debt consisted of the following:
 
As of September 30, 2018
 
As of December 31, 2017
 
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

2026 Senior Notes (1)
496,063

 
496,108

(4)  
4.40

 
495,678

 
525,273

(4)  
4.40

2048 Senior Notes (1)
296,355

 
292,411

(4)  
5.00

 
—

 
—

 
—

2014 AMI Term Facility I (2)
15,824

 
15,849

(3)  
2.00

 
16,399

 
16,482

(3)  
2.00

2014 AMI Term Facility II (2)
17,872

 
17,894

(3)  
1.75

 
18,548

 
18,605

(3)  
1.75

2016 AMI Term Facility I (2)
19,636

 
19,665

(3)  
1.33

 
20,372

 
20,372

(3)  
1.75

2016 AMI Term Facility II (2)
18,926

 
18,925

(3)  
1.82

 
15,890

 
15,931

(3)  
2.00

Total Debt
$
1,361,024

 
$
1,354,840

 
 
 
$
1,362,402

 
$
1,406,634

 
 
 
(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, 2017
2013 AMH Credit Facilities - Term Facility
$
—

 
$
345

2024 Senior Notes
3,084

 
3,498

2026 Senior Notes
3,600

 
3,951

2048 Senior Notes
3,326

 
—

(2)
Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into five year credit agreements (collectively referred to as the “AMI Facilities”) to fund the Company’s investment in certain European CLOs it 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
 
€
16,945

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.
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 September 30, 2018 was 1.00% . The commitment fee on the $750 million undrawn 2018 AMH Credit Facility as of September 30, 2018 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 September 30, 2018 , 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.
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.
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.
As of September 30, 2018 , the indentures governing the 2024 Senior Notes, the 2026 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.

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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 Facility
232

 
—

 
232

 
—

2024 Senior Notes
5,163

 
5,163

 
15,489

 
15,489

2026 Senior Notes
5,629

 
5,628

 
16,885

 
16,885

2048 Senior Notes
3,783

 
—

 
8,228

 
—

AMI Term Facilities
322

 
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 and the 2048 Senior Notes are amortized into interest expense over the term of the debt arrangement.
10 . NET INCOME 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
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
 
Numerator:
 
 
 
 
 
 
 
 
Net income attributable to Apollo Global Management, LLC Class A Shareholders
$
162,357

  
$
198,569

 
$
154,370

 
$
430,673

 
Distributions declared on Class A shares (1)
(86,468
)
 
(100,641
)
 
(296,093
)
 
(279,307
)
 
Distributions on participating securities (2)
(4,150
)
 
(3,265
)
 
(13,687
)
 
(9,419
)
 
Earnings allocable to participating securities
(3,633
)

(3,218
)
 
—

(3)  
(5,129
)
 
Undistributed income (loss) attributable to Class A shareholders: Basic and Diluted
$
68,106

  
$
91,445

 
$
(155,410
)
 
$
136,818

 
Denominator:
 
 
 
 
 
 
 
 
Weighted average number of Class A shares outstanding: Basic and Diluted
200,347,996

 
192,882,082

 
199,837,707

 
190,014,240

 
Net Income per Class A Share: Basic and Diluted (4)
 
 
 
 
 
 
 
 
Distributed Income
$
0.43

  
$
0.52

 
$
1.47

 
$
1.46

 
Undistributed Income (Loss)
0.34

  
0.48

 
(0.77
)
 
0.73

 
Net Income per Class A Share: Basic and Diluted
$
0.77

  
$
1.00

 
$
0.70

  
$
2.19

 
(1)
See note 12 for information regarding the quarterly distributions declared and paid during 2018 and 2017 .
(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 nine months ended September 30, 2018 and 2017 , 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”). 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 up 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” vest over time ( three to five years ), subject 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)

availability of sufficient net performance revenues in accordance with the applicable RSU award agreement. 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), exchange their AOG 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% and 54.3% of the total voting power of the Company’s shares entitled to vote as of September 30, 2018 and 2017 , respectively.
The following table summarizes the anti-dilutive securities.
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Weighted average vested RSUs
155,287

 
210,642

 
477,503

 
554,881

Weighted average unvested RSUs
9,592,835

 
6,196,601

 
8,593,350

 
6,334,220

Weighted average unexercised options
204,167

 
210,420

 
204,167

 
214,587

Weighted average AOG Units outstanding
202,552,808

 
209,522,593

 
203,222,170

 
212,224,998

Weighted average unvested restricted shares
940,060

 
400,606

 
827,576

 
240,411

11 . 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 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 up 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 nine months ended September 30, 2018 , the Company awarded Performance Grants of 4.5 million RSUs to certain employees with a grant date fair value of $144.7 million , which vest over time (generally 3 - 5 years) subject to the availability of sufficient net performance revenues in accordance with the applicable RSU award agreement. In accordance with U.S. GAAP, equity-based compensation expense for such Performance Grants is recognized on an accelerated recognition method over the requisite service period to the extent the performance metrics are met or deemed probable. Accordingly, for the three and nine months ended September 30, 2018 , equity-based compensation expense of $19.3 million and $46.2 million , respectively, was recognized relating to these Performance Grants.
The fair value of all RSU grants made during the nine months ended September 30, 2018 and 2017 was $227.1 million and $32.3 million , respectively.
The following table presents the forfeiture rate and equity-based compensation expense recognized:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Actual forfeiture rate
0.7
%
 
2.3
%
 
8.0
%
 
9.3
%
Equity-based compensation
$
37,166

 
$
17,106

 
$
99,544

 
$
50,807

The following table summarizes RSU activity:
 
Unvested
 
Weighted  Average Grant Date Fair Value
 
Vested
 
Total Number of RSUs Outstanding
 
Balance at January 1, 2018
6,262,288

 
$
15.58

 
2,802,277

 
9,064,565

(1)  
Granted
6,950,110

 
32.68

 
—

 
6,950,110

 
Forfeited
(1,057,238
)
 
17.21

 
—

 
(1,057,238
)
 
Vested
(1,007,413
)
 
19.64

 
1,007,413

 
—

 
Issued
—

 
18.54

 
(3,581,681
)
 
(3,581,681
)
 
Balance at September 30, 2018
11,147,747

(2)
$
25.72

 
228,009

 
11,375,756

(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 2.9 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”. 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. 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.
The following table summarizes the management fees, equity-based compensation expense and actual forfeiture rates for the AHL Awards:
 
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 compensation
3,349

 
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, 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
$
108,719

 
—
%
 
$
—

 
$
108,719

AHL Awards
1,075

 
50.2

 
539

 
536

Other equity-based compensation awards
13,849

 
50.2

 
6,950

 
6,899

Total equity-based compensation
$
123,643

 
 
 
7,489

 
116,154

Less other equity-based compensation awards (2)
 
 
 
 
(7,489
)
 
(21,916
)
Capital increase related to equity-based compensation
 
 
 
 
$
—

 
$
94,238

 
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 Awards
6,983

 
51.9

 
3,624

 
3,359

Other equity-based compensation awards
8,448

 
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.
12 . 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 nine months ended September 30, 2018 and 2017 , 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 intends to continue the net share settlement program in excess of the $100 million pursuant to the repurchase 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 table below summarizes the issuance of Class A shares for equity-based awards:
 
For the Nine Months Ended September 30,
 
2018
 
2017
Class A shares issued in settlement of vested RSUs and share options exercised (1)
3,587,931

 
3,293,798

Reduction of Class A shares issued (2)
(1,201,328
)
 
(1,196,549
)
Class A shares purchased related to share issuances and forfeitures (3)
(183,969
)
 
(860
)
Issuance of Class A shares for equity-based awards
2,202,634

 
2,096,389

(1)
The gross value of shares issued was $120.6 million and $76.8 million for the nine months ended September 30, 2018 and 2017 , 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 million and $28.0 million for the nine months ended September 30, 2018 and 2017 , 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 nine months ended September 30, 2018 and 2017 , we issued 673,326 and 413,850 of such restricted shares and 75,636 and zero of such RSUs under the 2007 Equity Plan, respectively, and repurchased 830,438 and 413,850 Class A shares in open-market transactions not pursuant to a publicly-announced repurchase plan or program, respectively. In addition, there were 26,857 and 860 restricted shares forfeited during the nine months ended September 30, 2018 and 2017 , respectively.
Additionally, during the nine months ended September 30, 2018 and 2017 , 1,571,438 and 233,248 Class A shares were repurchased as part of the publicly announced share repurchase program adopted in February 2016, respectively. Cash paid for these open market share repurchases and cancellations was $54.3 million and $6.9 million for the nine months ended September 30, 2018 and 2017 , respectively.
Preferred Share Issuance
On March 7, 2017, Apollo issued 11,000,000 6.375% 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.
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 are not applicable during the initial distribution period, which is 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 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 distribution
4,781

 
—

 
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.
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

(1)
On April 13, 2017 and April 12, 2018, the Company made a $0.10 and $0.25 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 13 for more information regarding the tax receivable agreement.

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APOLLO GLOBAL MANAGEMENT, LLC
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,
 
2018
 
2017
 
2018
 
2017
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

Other consolidated entities
10,273

 
(589
)
 
21,859

 
5,703

Net income attributable to Non-Controlling Interests in consolidated entities
$
11,340

 
$
1,048

 
$
26,035

 
$
8,967

 
 
 
 
 
 
 
 
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
 
 
 
 
 
 
 
Net income
$
362,692

 
$
434,363

 
$
397,154

 
$
982,335

Net income attributable to Non-Controlling Interests in consolidated entities
(11,340
)
 
(1,048
)
 
(26,035
)
 
(8,967
)
Net income after Non-Controlling Interests in consolidated entities
351,352

 
433,315

 
371,119

 
973,368

Adjustments:
 
 
 
 
 
 
 
Income tax provision (2)
19,092

 
16,542

 
46,596

 
54,926

NYC UBT and foreign tax benefit (3)
(2,776
)
 
(2,595
)
 
(6,963
)
 
(7,014
)
Net loss in non-Apollo Operating Group entities
35

 
16

 
310

 
18

Net income attributable to Series A Preferred Shareholders
(4,383
)
 
(4,383
)
 
(13,149
)
 
(9,155
)
Net income attributable to Series B Preferred Shareholders
(4,781
)
 
—

 
(9,350
)
 
—

Total adjustments
7,187

 
9,580

 
17,444

 
38,775

Net income after adjustments
358,539

 
442,895

 
388,563

 
1,012,143

Weighted average ownership percentage of Apollo Operating Group
50.2
%
 
52.0
%
 
50.3
%
 
52.7
%
Net income attributable to Non-Controlling Interests in Apollo Operating Group
$
179,831

 
$
230,363

 
$
194,250

 
$
533,540

 
 
 
 
 
 
 
 
Net Income attributable to Non-Controlling Interests
$
191,171

 
$
231,411

 
$
220,285

 
$
542,507

Other comprehensive income (loss) attributable to Non-Controlling Interests
(2,130
)
 
4,999

 
(13,859
)
 
8,188

Comprehensive Income Attributable to Non-Controlling Interests
$
189,041

 
$
236,410

 
$
206,426

 
$
550,695

(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 . 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. Due from related parties and due to related parties are comprised of the following:

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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
September 30, 2018
 
As of
December 31, 2017
Due from Related Parties:
 
 
 
Due from credit funds
$
172,170

 
$
128,198

Due from private equity funds
23,082

 
18,120

Due from real assets funds
27,859

 
20,105

Due from portfolio companies
47,289

 
37,366

Due from Contributing Partners, employees and former employees
65,378

 
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 funds
42,191

 
63,491

Due to private equity funds
47,357

 
30,848

Due to real assets funds
392

 
283

Distributions payable to employees
204

 
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 their 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 nine months ended September 30, 2018 and 2017 , a $39.6 million and $35.9 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 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 September 30, 2018 and December 31, 2017 , 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 September 30, 2018 and December 31, 2017 , the balance included interest-bearing employee loans receivable of $16.7 million and $15.3 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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APOLLO GLOBAL MANAGEMENT, LLC
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 September 30, 2018 and December 31, 2017 of $36.3 million and $36.4 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 million and $10.5 million as of September 30, 2018 and December 31, 2017 , respectively.
Due to Private Equity and Credit Funds
Based upon an assumed liquidation of certain of the credit and private equity 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 a 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.
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.
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, subject to certain discounts and exceptions.

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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 billion
0.40
%
Assets between $10.0 billion to $12.4 billion
0.35
%
Assets between $12.4 billion to $16.0 billion
0.40
%
Assets in excess of $16.0 billion
0.35
%
 
 
Athora European Accounts sub-advised by AAME
0.35
%
 
 
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. Following the approval by Athene’s shareholders, the proposed Amended Fee Agreement would have retroactive effect to the month beginning January 1, 2019. The proposed Amended Fee Agreement amends the existing management fee and sub-advisory terms described above and provides for sub-allocation fees which vary based on portfolio allocation differentiation.
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, 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

(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

(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 .
(2)
Gains (losses) on the market value of the shares of Athene Holding owned directly by Apollo were $155.5 million and $68.5 million for the three months ended September 30, 2018 and 2017 , respectively, and $20.6 million and $103.0 million for the nine months ended September 30, 2018 and 2017 , 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
September 30, 2018
 
As of
December 31, 2017
Performance allocations
$
2,259

 
$
178,600

Profit sharing payable
620

 
49,038

The Company’s economic ownership interest in Athene Holding is comprised of the following:
 
As of
September 30, 2018
(1)  
As of
December 31, 2017
(1)  
Indirect interest in Athene Holding:
 
 
 
 
Interest in AAA
2.2
%
 
2.2
%
 
Plus: Interest in AAA Investments
0.1
%
 
0.1
%
 
Total Interest in AAA and AAA Investments
2.3
%
 
2.3
%
 
Multiplied by: AAA Investments’ interest in Athene Holding
0.3
%
 
14.0
%
 
Indirect interest in Athene Holding
—
%
 
0.3
%
 
 
 
 
 
 
Plus: Direct interest in Athene Holding
10.1
%
 
8.5
%
 
Total interest in Athene Holding
10.1
%
 
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 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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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 September 30, 2018 and December 31, 2017 , $6.4 million and $4.5 million , respectively, had been advanced by the Company and remained outstanding on the AAA Investments Credit Agreement. AAA Investments shall pay the aggregate borrowings plus accrued interest at the earlier of (a) the third anniversary of the closing date, or (b) the date that is fifteen months following the initial public offering of shares of Athene Holding Ltd. (the “Maturity Date”). On January 30, 2018, the Company and AAA agreed to extend the maturity date of the AAA Investments Credit Agreement to April 30, 2019.
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 September 30, 2018 . 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 . COMMITMENTS AND CONTINGENCIES
Investment Commitments— As a limited partner, general partner and manager of the Apollo funds, Apollo had unfunded capital commitments as of September 30, 2018 and December 31, 2017 of $1.4 billion and $1.7 billion , respectively, of which $692 million and $823 million related to Fund IX as of September 30, 2018 and December 31, 2017 , respectively.
Debt Covenants— Apollo’s debt obligations contain various customary loan covenants. As of September 30, 2018 , 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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FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

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. Plaintiffs 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, 2018, Sprouts filed (i) a notice that the parties have reached an agreement in principle to settle the matter; and (ii) a joint motion to stay the case deadlines. On September 13, 2018 the court stayed the case until November 6, 2018, pending the filing of plaintiff’s motion to approve the settlement.
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 alleges 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 are 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 were held on May 17, 2017, on June 14, 2017, on November 7, 2017 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 allegations made by the plaintiff during the proceedings, Apollo believes that there is no merit to Carige’s claims. Additionally, although the case appears to be in its final stages, no reasonable estimate of possible loss, if any, can be made at this time.

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, which was removed to the United States District Court for the Central District of California 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 complaint 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) other AGM subsidiaries, (iv) the funds managed by Apollo that were the 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) Twenty-First Century Fox, Inc. (“Fox”) and certain Fox affiliates, (vii) Endemol USA Holding, Inc. (“Endemol”) and certain Endemol-affiliated entities, and (viii) the joint venture through which the CORE Funds and Fox beneficially owned CORE Media and Endemol Shine.  The Trust’s complaint asserts against 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 First 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 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 asserts 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.  The Trust seeks $240 million in compensatory, unspecified punitive damages, pre-judgment interests, and costs and expenses.  On January 16, 2018, defendants filed motions to dismiss the complaint.  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 of 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 law 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.
On August 3, 2017, a putative class action was commenced in the United States District Court for the Middle District of Florida against AGM, Gareth Turner (an Apollo Partner) and Mark Beith (a former Apollo Principal) by Michael McEvoy on behalf of a 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 alleges 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 in 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 basis that the relevant claims 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.  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 Beith but adds Apollo Management VI, L.P. and CEVA Group 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 Advisors Act of 1940, breach of fiduciary duties, and breach of contract. On July 26, 2018, CEVA Group, AGM, and Apollo Management VI, L.P. 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 proposed amended complaint in the Florida 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, Apollo 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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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

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. On 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.  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 the hearing on the motion to reopen, to be rescheduled to a new date and time following the expiration of the state-court stay.  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.

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 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. 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 to the other plaintiffs, Defendants filed motions to compel those plaintiffs to arbitrate their claims; to strike their class action claim and to pursue their arbitration claim individually, rather than jointly; and to dismiss the complaint or, in the alternative, stay it pending arbitration. 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.

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, 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 the motions will be fully briefed on January 22, 2019.  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 of 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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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

naming the same defendants and making similar allegations as Velasco.  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.

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. 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.
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 September 30, 2018 , fixed and determinable payments due in connection with these obligations were as follows:
 
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 September 30, 2018 and that would be reversed approximates $3.7 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 13 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 September 30, 2018 , there were no underwriting commitments outstanding related to such offerings.
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 million and $92.6 million as of September 30, 2018 and December 31, 2017 , 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 is reflected in profit sharing expense in the condensed consolidated statements of operations. See note 6 for further information regarding fair value measurements.
15 . 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.
Economic Income (Loss)
Economic Income (Loss), or “EI”, is a 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, such as the amount of management fees, advisory and transaction fees and performance fees, are indicative of the Company’s performance. Management uses EI in making key operating decisions such as the following:
•
Decisions related to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
•
Decisions related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; and
•
Decisions related to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in such funds and those of the Company’s shareholders by providing such individuals a profit sharing interest in the performance fees earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’s performance and growth for the year.
EI is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. EI represents segment income (loss) before income tax provision excluding 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, 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, as well as the assets, liabilities and operating results of the funds and VIEs 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. EI 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 impacts related to the TCJA.
Management believes that excluding the remeasurement of 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.

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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, net
2,310

 
5,925

 
4,737

 
12,972

Performance fees (1) :
 
 
 
 
 
 
 
Unrealized (2)
(4,896
)
 
29,005

 
2,338

 
26,447

Realized
22,790

 
76,746

 
559

 
100,095

Total performance fees
17,894

 
105,751

 
2,897

 
126,542

Principal investment income
6,803

 
10,328

 
607

 
17,738

Total Revenues (3)
223,514

 
245,308

 
28,335

 
497,157

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Salary, bonus and benefits
57,694

 
33,673

 
10,166

 
101,533

Equity-based compensation
11,525

 
7,905

 
521

 
19,951

Profit sharing expense:
 
 
 
 
 
 
 
Unrealized
(1,409
)
 
8,537

 
1,775

 
8,903

Realized
12,079

 
41,553

 
548

 
54,180

Equity-based (4)
3,150

 
20,267

 
385

 
23,802

Total profit sharing expense
13,820

 
70,357

 
2,708

 
86,885

Total compensation and benefits
83,039

 
111,935

 
13,395

 
208,369

Non-compensation expenses:
 
 
 
 
 
 
 
General, administrative and other
38,071

 
19,740

 
6,186

 
63,997

Placement fees
695

 
51

 
—

 
746

Total non-compensation expenses
38,766

 
19,791

 
6,186

 
64,743

Total Expenses (3)
121,805

 
131,726

 
19,581

 
273,112

Other Income:
 
 
 
 
 
 
 
Net gains from investment activities
113,188

 
42,074

 
—

 
155,262

Net interest loss
(4,858
)
 
(3,680
)
 
(983
)
 
(9,521
)
Other income, net
1,155

 
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

(1)
Performance fees includes performance allocations and incentive fees.
(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 and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income 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, net
4,219

 
10,572

 
1,418

 
16,209

Performance fees (1) :
 
 
 
 
 
 
 
Unrealized (2)
4,179

 
286,589

 
(5,169
)
 
285,599

Realized
32,131

 
21,859

 
6,985

 
60,975

Total performance fees
36,310

 
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 benefits
59,027

 
31,467

 
10,513

 
101,007

Equity-based compensation
9,925

 
6,335

 
798

 
17,058

Profit sharing expense:
 
 
 
 
 
 
 
Unrealized
2,266

 
96,992

 
(4,812
)
 
94,446

Realized
14,643

 
17,394

 
3,636

 
35,673

Equity-based (4)
518

 
808

 
—

 
1,326

Total profit sharing expense
17,427

 
115,194

 
(1,176
)
 
131,445

Total compensation and benefits
86,379

 
152,996

 
10,135

 
249,510

Non-compensation expenses:
 
 
 
 
 
 
 
General, administrative and other
35,709

 
19,699

 
5,520

 
60,928

Placement fees
3,140

 
2,257

 
—

 
5,397

Total non-compensation expenses
38,849

 
21,956

 
5,520

 
66,325

Total Expenses (3)
125,228

 
174,952

 
15,655

 
315,835

Other Income:
   

 
 
 
 
 
 
Net gains from investment activities
60,570

 
7,959

 
—

 
68,529

Net interest loss
(5,972
)
 
(4,374
)
 
(1,163
)
 
(11,509
)
Other income, net
16,318

 
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

(1)
Performance fees includes performance allocations and incentive fees.
(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 for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income.
(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.
 
For the Three Months Ended September 30,
 
2018
 
2017
Total Consolidated Revenues
$
517,731

 
$
711,720

Equity awards granted by unconsolidated related parties and reimbursable expenses (1)
(23,019
)
 
(19,832
)
Adjustments related to consolidated funds and VIEs (1)
2,445

 
1,343

Total Reportable Segments Revenues
$
497,157

 
$
693,231

(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.
The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments
 
For the Three Months Ended September 30,
 
2018
 
2017
Total Consolidated Expenses
$
312,727

 
$
357,483

Equity awards granted by unconsolidated related parties and reimbursable expenses (1)
(23,153
)
 
(19,832
)
Transaction-related compensation charges, net (1)
(206
)
 
(7,543
)
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

(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.
The following table reconciles total consolidated other income to total other income for Apollo’s reportable 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

(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 before income tax provision reported in the condensed consolidated statements of operations to Economic Income.
 
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

 
(1)
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.


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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, net
6,942

 
29,817

 
4,787

 
41,546

Performance fees (1) :
 
 
 
 
 
 
 
Unrealized (2)
30,464

 
(403,235
)
 
(585
)
 
(373,356
)
Realized
102,644

 
408,662

 
6,487

 
517,793

Total performance fees
133,108

 
5,427

 
5,902

 
144,437

Principal investment income
23,100

 
3,902

 
924

 
27,926

Total Revenues (3)
727,314

 
356,422

 
68,145

 
1,151,881

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Salary, bonus and benefits
176,662

 
105,203

 
30,700

 
312,565

Equity-based compensation
29,563

 
21,552

 
2,227

 
53,342

Profit sharing expense:
 
 
 
 
 
 
 
Unrealized
17,356

 
(122,716
)
 
377

 
(104,983
)
Realized
55,787

 
175,279

 
3,194

 
234,260

Equity-based (4)
7,013

 
48,351

 
924

 
56,288

Total profit sharing expense
80,156

 
100,914

 
4,495

 
185,565

Total compensation and benefits
286,381

 
227,669

 
37,422

 
551,472

Non-compensation expenses:
 
 
 
 
 
 
 
General, administrative and other
104,832

 
50,578

 
18,638

 
174,048

Placement fees
1,250

 
134

 
—

 
1,384

Total non-compensation expenses
106,082

 
50,712

 
18,638

 
175,432

Total Expenses (3)
392,463

 
278,381

 
56,060

 
726,904

Other Loss:
 
 
 
 
 
 
 
Net gains from investment activities
10,489

 
10,060

 
11

 
20,560

Net interest loss
(15,211
)
 
(11,464
)
 
(3,123
)
 
(29,798
)
Other income (loss), net
2,782

 
(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 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, net
10,484

 
41,646

 
2,775

 
54,905

Performance fees (1) :
 
 
 
 
 
 
 
Unrealized (2)
37,422

 
351,836

 
(1,639
)
 
387,619

Realized
120,186

 
313,817

 
12,224

 
446,227

Total performance fees
157,608

 
665,653

 
10,585

 
833,846

Principal investment income
20,561

 
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 benefits
173,153

 
93,230

 
27,905

 
294,288

Equity-based compensation
28,255

 
21,134

 
1,980

 
51,369

Profit sharing expense:
 
 
 
 
 
 
 
Unrealized
17,408

 
117,025

 
(2,848
)
 
131,585

Realized
51,168

 
145,783

 
6,528

 
203,479

Equity-based
1,387

 
1,270

 
—

 
2,657

Total profit sharing expense
69,963

 
264,078

 
3,680

 
337,721

Total compensation and benefits
271,371

 
378,442

 
33,565

 
683,378

Non-compensation expenses:
 
 
 
 
 
 
 
General, administrative and other
99,559

 
53,676

 
15,299

 
168,534

Placement fees
8,828

 
3,732

 
—

 
12,560

Total non-compensation expenses
108,387

 
57,408

 
15,299

 
181,094

Total Expenses (3)
379,758

 
435,850

 
48,864

 
864,472

Other Income (Loss):
   

 
 
 
 
 
 
Net gains from investment activities
91,365

 
11,255

 
—

 
102,620

Net interest loss
(18,978
)
 
(12,952
)
 
(3,634
)
 
(35,564
)
Other income, net
16,888

 
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

(1)
Performance fees includes performance allocations and incentive fees.
(2)
Included in unrealized performance fees for the nine 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.


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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,
 
2018
 
2017
Total Consolidated Revenues
$
1,207,950

 
$
1,843,532

Equity awards granted by unconsolidated related parties, reimbursable expenses and other (1)
(62,132
)
 
(53,234
)
Adjustments related to consolidated funds and VIEs (1)
6,063

 
4,295

Total Reportable Segments Revenues
$
1,151,881

 
$
1,794,593

(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.
The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments:
 
For the Nine Months Ended September 30,
 
2018
 
2017
Total Consolidated Expenses
$
828,996

 
$
967,997

Equity awards granted by unconsolidated related parties, reimbursable expenses and other (1)
(61,724
)
 
(53,234
)
Transaction-related compensation charges, net (1)
6,756

 
(6,409
)
Reclassification of interest expenses
(44,168
)
 
(39,496
)
Amortization of transaction-related intangibles (1)
(2,956
)
 
(4,386
)
Total Reportable Segments Expenses
$
726,904

 
$
864,472

(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.
The following table reconciles total consolidated other income to total other income (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

(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 before income tax provision reported in the condensed consolidated statements of operations to Economic Income:
 
For the Nine Months Ended September 30,
 
2018
 
2017
Income before income tax provision
$
443,750

 
$
1,037,261

Adjustments:
 
 
 
Transaction-related charges (1)
(3,800
)
 
10,789

Net income attributable to Non-Controlling Interests in consolidated entities and appropriated partners’ capital
(26,035
)
 
(8,967
)
Total consolidation adjustments and other
(29,835
)
 
1,822

Economic Income
$
413,915

 
$
1,039,083

 
(1)
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
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
Total reportable segment assets
$
5,753,934

 
$
5,740,943

Adjustments (1)
1,218,224

 
1,250,127

Total assets
$
6,972,158

 
$
6,991,070

(1)
Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.
16 . SUBSEQUENT EVENTS
On October 31, 2018 , the Company declared a cash distribution of $0.46 per Class A share, which will be paid on November 30, 2018 to holders of record on November 20, 2018 .
On October 31, 2018 , 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, 2018 to holders of record on November 30, 2018 .


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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, 2018
 
Apollo Global Management, LLC and Consolidated Subsidiaries
 
Consolidated Funds and VIEs
 
Eliminations
 
Consolidated
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
854,570

 
$
4

 
$
—

 
$
854,574

Restricted cash
3,460

 
—

 
—

 
3,460

U.S. Treasury securities, at fair value
390,448

 
—

 
—

 
390,448

Investments
3,487,760

 
665

 
(73,260
)
 
3,415,165

Assets of consolidated variable interest entities:
 
 
 
 
 
 
 
Cash and cash equivalents
—

 
53,295

 
—

 
53,295

Investments, at fair value
—

 
1,202,497

 
(312
)
 
1,202,185

Other assets
—

 
45,749

 
—

 
45,749

Incentive fees receivable
7,710

 
—

 
—

 
7,710

Due from related parties
345,552

 
—

 
(9,774
)
 
335,778

Deferred tax assets, net
348,588

 
—

 
—

 
348,588

Other assets
208,117

 
—

 
(640
)
 
207,477

Goodwill
88,852

 
—

 
—

 
88,852

Intangible assets, net
18,877

 
—

 
—

 
18,877

Total Assets
$
5,753,934

 
$
1,302,210

 
$
(83,986
)
 
$
6,972,158

Liabilities and Shareholders’ Equity
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
82,008

 
$
—

 
$
—

 
$
82,008

Accrued compensation and benefits
159,516

 
—

 
—

 
159,516

Deferred revenue
182,045

 
—

 
—

 
182,045

Due to related parties
412,862

 
—

 
—

 
412,862

Profit sharing payable
684,594

 
—

 
—

 
684,594

Debt
1,361,024

 
—

 
—

 
1,361,024

Liabilities of consolidated variable interest entities:
 
 
 
 
 
 
 
Debt, at fair value
—

 
925,543

 
(44,973
)
 
880,570

Other liabilities
—

 
73,959

 
(270
)
 
73,689

Due to related parties
—

 
1,789

 
(1,789
)
 
—

Other liabilities
142,021

 
—

 
—

 
142,021

Total Liabilities
3,024,070

 
1,001,291

 
(47,032
)
 
3,978,329

 
 
 
 
 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
Apollo Global Management, LLC shareholders’ equity:
 
 
 
 
 
 
 
Series A Preferred shares
264,398

 
—

 
—

 
264,398

Series B Preferred shares
289,815

 
—

 
—

 
289,815

Additional paid in capital
1,350,331

 
—

 
—

 
1,350,331

Accumulated deficit
(273,535
)
 
8,313

 
(8,313
)
 
(273,535
)
Accumulated other comprehensive loss
(3,402
)
 
(2,092
)
 
1,894

 
(3,600
)
Total Apollo Global Management, LLC shareholders’ equity
1,627,607

 
6,221

 
(6,419
)
 
1,627,409

Non-Controlling Interests in consolidated entities
7,216

 
294,698

 
(30,535
)
 
271,379

Non-Controlling Interests in Apollo Operating Group
1,095,041

 
—

 
—

 
1,095,041

Total Shareholders’ Equity
2,729,864

 
300,919

 
(36,954
)
 
2,993,829

Total Liabilities and Shareholders’ Equity
$
5,753,934

 
$
1,302,210

 
$
(83,986
)
 
$
6,972,158


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APOLLO GLOBAL MANAGEMENT, LLC
CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(dollars in thousands, except share data)
 
As of December 31, 2017
 
Apollo Global Management, LLC and Consolidated Subsidiaries
 
Consolidated Funds and VIEs
 
Eliminations
 
Consolidated
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
751,252

 
$
21

 
$
—

 
$
751,273

Restricted cash
3,875

 
—

 
—

 
3,875

U.S. Treasury securities, at fair value
364,649

 
—

 
—

 
364,649

Investments
3,637,042

 
854

 
(78,062
)
 
3,559,834

Assets of consolidated variable interest entities:
 
 
 
 
 
 
 
Cash and cash equivalents
—

 
92,912

 
—

 
92,912

Investments, at fair value
—

 
1,196,512

 
(322
)
 
1,196,190

Other assets
—

 
39,484

 
—

 
39,484

Incentive fees receivable
43,176

 
—

 
—

 
43,176

Due from related parties
263,572

 
—

 
(984
)
 
262,588

Deferred tax assets
337,638

 
—

 
—

 
337,638

Other assets
232,045

 
5

 
(293
)
 
231,757

Goodwill
88,852

 
—

 
—

 
88,852

Intangible assets, net
18,842

 
—

 
—

 
18,842

Total Assets
$
5,740,943

 
$
1,329,788

 
$
(79,661
)
 
$
6,991,070

Liabilities and Shareholders’ Equity
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
68,873

 
$
—

 
$
—

 
$
68,873

Accrued compensation and benefits
62,474

 
—

 
—

 
62,474

Deferred revenue
128,146

 
—

 
—

 
128,146

Due to related parties
428,013

 
—

 
—

 
428,013

Profit sharing payable
752,276

 
—

 
—

 
752,276

Debt
1,362,402

 
—

 
—

 
1,362,402

Liabilities of consolidated variable interest entities:
 
 
 
 
 
 
 
Debt, at fair value
—

 
1,049,235

 
(47,172
)
 
1,002,063

Other liabilities
—

 
115,951

 
(293
)
 
115,658

Due to related parties
—

 
2,719

 
(2,719
)
 
—

Other liabilities
173,369

 
—

 
—

 
173,369

Total Liabilities
2,975,553

 
1,167,905

 
(50,184
)
 
4,093,274

 
 
 
 
 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
Apollo Global Management, LLC shareholders’ equity:
 
 
 
 
 
 
 
Series A Preferred shares
264,398

 
—

 
—

 
264,398

Additional paid in capital
1,579,797

 
—

 
—

 
1,579,797

Accumulated deficit
(379,461
)
 
9,037

 
(9,036
)
 
(379,460
)
Accumulated other comprehensive loss
(1,878
)
 
(381
)
 
450

 
(1,809
)
Total Apollo Global Management, LLC shareholders’ equity
1,462,856

 
8,656

 
(8,586
)
 
1,462,926

Non-Controlling Interests in consolidated entities
7,750

 
153,227

 
(20,891
)
 
140,086

Non-Controlling Interests in Apollo Operating Group
1,294,784

 
—

 
—

 
1,294,784

Total Shareholders’ Equity
2,765,390

 
161,883

 
(29,477
)
 
2,897,796

Total Liabilities and Shareholders’ Equity
$
5,740,943

 
$
1,329,788

 
$
(79,661
)
 
$
6,991,070


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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”). 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 32 years and lead a team of 1,118 employees, including 408 investment professionals, as of September 30, 2018 .
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 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.
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 constitutes 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 September 30, 2018 , we had total AUM of $270.2 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% 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

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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 September 30, 2018 , Fund VIII had $4.1 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 30, 2018 , Fund VII had $2.1 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 September 30, 2018 . Apollo’s private equity fund appreciation (depreciation) was 2.3% and 1.2% for the three and nine months ended September 30, 2018 , respectively.
For our real assets segment, total combined gross and net returns for AGRE U.S. Real Estate Fund, L.P. (“U.S. RE Fund I”) and Apollo U.S. RE Fund II, L.P. (“U.S. RE Fund II”) including co-investment capital were 4.6% 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 .
For further detail related to fund performance metrics across all of our businesses, see “—The Historical Investment Performance of Our Funds.”
Holding Company Structure
The diagram below depicts our current organizational structure:
A3Q18STRUCTURECHART.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 .
(1)
The Strategic Investor holds 8.7% of the Class A shares outstanding and 4.3% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investor represent 47.6% of the total voting power of our shares entitled to vote and 45.6% 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% 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% 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.

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(4)
Holdings owns 50.1% 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% 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% 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 partnerships 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 or partnerships 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.
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' 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% in the second quarter of 2018. Outside the U.S., global equity markets appreciated during the third quarter of 2018. The MSCI All Country World ex USA Index increased 1.0% following a decrease of 0.6% in the second quarter of 2018.
Conditions in the credit markets also have a significant impact on our business. Credit markets were positive in the third quarter of 2018, with the BofAML HY Master II Index increasing 2.4% while the S&P/LSTA Leveraged Loan Index increased 1.8%. 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 rose slightly to finish the quarter at 3.1%.
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% in the second quarter of 2018, while the British pound depreciated by 1.3% in the third quarter of 2018, after depreciating by 5.8% in the second quarter of 2018. Commodities generally depreciated in the third quarter of 2018, with gold, copper, wheat, and sugar decreasing, while natural gas appreciated. The price of crude oil decreased 1.2% during the third quarter, following four consecutive quarters of appreciation.
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 experienced in the second quarter of 2018. As of October 2018, The International Monetary Fund estimated that the U.S. economy will expand by 2.9% in 2018 and 2.5% in 2019. Additionally, the U.S. unemployment rate stood at 3.7% as of September 30, 2018, a nearly 50-year low.
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 billion and $15.9 billion of capital through the funds it manages during the three and twelve months ended September 30, 2018 , respectively. We believe Apollo’s expertise in credit and its focus on nine core industry sectors, combined with more than 28 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.

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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 billion and $45.9 billion of capital inflows during the three and twelve months ended September 30, 2018 , respectively. While Apollo continues to attract capital inflows, it also continues to generate realizations for fund investors. Apollo returned $1.7 billion and $13.4 billion of capital and realized gains to the investors in the funds it manages during the three and twelve months ended September 30, 2018 , respectively.
Managing Business Performance
We believe that the presentation of Economic Income, or “EI”, supplements a reader’s understanding of the economic operating performance of each of our segments.
Economic Income (Loss)
EI has certain limitations in that it does not take into account certain items included under U.S. GAAP. EI represents segment income before income tax provision excluding transaction-related charges arising from the 2007 private placement, 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, as well as the assets, liabilities and operating results 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 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. 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. ENI 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. 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. ENI is net of preferred distributions, if any, to Series A and Series B Preferred shareholders.
We believe that EI 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 15 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 Earnings
Fee Related Earnings (“FRE”) is derived from our segment reported results and refers to a component of EI 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

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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 EBITDA
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-related EBITDA plus realized performance fees less realized profit sharing.
We use 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.
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, 2018
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Fee-Generating
$
148,326

 
$
44,007

 
$
11,276

 
$
203,609

Non-Fee-Generating
34,314

 
28,150

 
4,107

 
66,571

Total Assets Under Management
$
182,640

 
$
72,157

 
$
15,383

 
$
270,180

 
As of September 30, 2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Fee-Generating
$
126,907

 
$
30,067

 
$
9,284

 
$
166,258

Non-Fee-Generating
31,018

 
40,402

 
3,887

 
75,307

Total Assets Under Management
$
157,925

 
$
70,469

 
$
13,171

 
$
241,565


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As of December 31, 2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Fee-Generating
$
130,150

 
$
29,792

 
$
9,023

 
$
168,965

Non-Fee-Generating
33,963

 
42,640

 
3,360

 
79,963

Total Assets Under Management
$
164,113

 
$
72,432

 
$
12,383

 
$
248,928

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
 
(in millions)    
Credit
$
10,974

 
$
8,565

 
$
10,057

Private Equity
8,344

 
25,796

 
25,912

Real Assets
929

 
874

 
464

Total AUM with Future Management Fee Potential
$
20,247

 
$
35,235

 
$
36,433

The following tables present the components of Performance Fee-Eligible AUM for each of Apollo’s three segments:
 
As of September 30, 2018
 
Credit (1)
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Performance Fee-Generating AUM
$
35,350

 
$
25,518

 
$
658

 
$
61,526

AUM Not Currently Generating Performance Fees
9,805

 
1,721

 
644

 
12,170

Uninvested Performance Fee-Eligible AUM
12,974

 
33,598

 
1,439

 
48,011

Total Performance Fee-Eligible AUM
$
58,129

 
$
60,837

 
$
2,741

 
$
121,707

 
As of September 30, 2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Performance Fee-Generating AUM
$
26,634

 
$
25,213

 
$
803

 
$
52,650

AUM Not Currently Generating Performance Fees
15,722

 
492

 
395

 
16,609

Uninvested Performance Fee-Eligible AUM
11,927

 
34,290

 
1,281

 
47,498

Total Performance Fee-Eligible AUM
$
54,283

 
$
59,995

 
$
2,479

 
$
116,757

 
As of December 31, 2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Performance Fee-Generating AUM
$
25,814

 
$
26,775

 
$
694

 
$
53,283

AUM Not Currently Generating Performance Fees
17,901

 
494

 
437

 
18,832

Uninvested Performance Fee-Eligible AUM
11,607

 
33,412

 
923

 
45,942

Total Performance Fee-Eligible AUM
$
55,322

 
$
60,681

 
$
2,054

 
$
118,057

(1)
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.

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The following table presents AUM Not Currently Generating Performance Fees for funds that have commenced investing capital for more than 24 months as of September 30, 2018 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)
 
 
(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
Total Credit
 
9,805

 
6,546

 
22%
Private Equity:
 
 
 
 
 
 
ANRP I
 
533

 
533

 
13%
Other PE
 
1,188

 
904

 
11%
Total Private Equity
 
1,721

 
1,437

 
12%
Real Assets:
 
 
 
 
 
 
Total Real Assets
 
644

 
482

 
> 250bps
Total
 
$
12,170

 
$
8,465

 
 
(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.
The components of Fee-Generating AUM by segment are presented below:
 
As of September 30, 2018
 
Credit
 
Private
Equity
 
Real
Assets
 
Total
 
(in millions)
Fee-Generating AUM based on capital commitments
$
8,058

 
$
26,983

 
$
784

 
$
35,825

Fee-Generating AUM based on invested capital
4,686

 
16,078

 
5,443

 
26,207

Fee-Generating AUM based on gross/adjusted assets
114,882

 
903

 
4,998

 
120,783

Fee-Generating AUM based on NAV
20,700

 
43

 
51

 
20,794

Total Fee-Generating AUM
$
148,326

 
$
44,007

(1)  
$
11,276

 
$
203,609

(1)
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at September 30, 2018 was 82 months.
 
As of September 30, 2017
 
Credit
 
Private
Equity
 
Real
Assets
 
Total
 
(in millions)
Fee-Generating AUM based on capital commitments
$
8,749

 
$
21,803

 
$
784

 
$
31,336

Fee-Generating AUM based on invested capital
6,696

 
7,443

 
4,882

 
19,021

Fee-Generating AUM based on gross/adjusted assets
94,159

 
821

 
3,563

 
98,543

Fee-Generating AUM based on NAV
17,303

 
—

 
55

 
17,358

Total Fee-Generating AUM
$
126,907

 
$
30,067

(1)  
$
9,284

 
$
166,258

(1)
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at September 30, 2017 was 59 months.

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As of December 31, 2017
 
Credit
 
Private
Equity
 
Real Assets
 
Total
 
(in millions)
 
 
 
 
 
 
Fee-Generating AUM based on capital commitments
$
8,771

 
$
21,803

 
$
784

 
$
31,358

Fee-Generating AUM based on invested capital
6,186

 
7,197

 
4,535

 
17,918

Fee-Generating AUM based on gross/adjusted assets
97,514

 
792

 
3,658

 
101,964

Fee-Generating AUM based on NAV
17,679

 
—

 
46

 
17,725

Total Fee-Generating AUM
$
130,150

 
$
29,792

(1)  
$
9,023

 
$
168,965

(1)
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at December 31, 2017 was 57 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

Drawdown
27,000

 
27,223

 
28,468

 
14,881

 
17,253

 
16,778

MidCap, AINV, AFT, AIF
13,737

 
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

Advisory
7,535

 
12,183

 
12,522

 
—

 
—

 
—

Total
$
182,640

 
$
157,925

 
$
164,113

 
$
148,326

 
$
126,907

 
$
130,150

(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 Agreements - 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, the Company, through AAM, provides sub-advisory services with respect to a portion of the assets in the Athene North American Accounts. See note 13 to the condensed consolidated financial statements for more details regarding the fee rates of the investment management, sub-advisory and other fee arrangements with respect to the assets in the Athene North American Accounts.
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 and the Athora European Accounts and sub-advises certain 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 the assets in the Athora European Accounts.

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The following table presents the Athene and Athora assets that were either sub-advised by Apollo or invested 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

Drawdown
1,249

 
1,287

 
1,327

Total Credit
14,765

 
11,946

 
12,313

Private Equity
1,072

 
1,190

 
1,121

Real Assets
 
 
 
 
 
Real Estate Debt
5,664

 
4,553

 
4,509

Real Estate Equity
1,118

 
407

 
488

Total Real Assets
6,782

 
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. The Company refers to the portion of the Athora AUM that is not Athora Sub-Advised AUM as “Athora Non-Sub-Advised” AUM.
The following table presents the AUM for Athene and Athora:
 
As of September 30, 2018
 
Sub-Advised AUM (1)
 
Non-Sub-Advised AUM
 
Total AUM
 
(in millions)
Athene
$
20,657

 
$
78,351

 
$
99,008

Athora
1,962

 
6,040

 
8,002

Total
$
22,619

 
$
84,391

 
$
107,010

(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 Resources
4,224

 
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.

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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

Equity
3,688

 
3,336

 
2,418

 
2,338

 
1,848

 
1,572

Total
$
15,383

 
$
13,171

 
$
12,383

 
$
11,276

 
$
9,284

 
$
9,023

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

Inflows
4,290

 
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,
 
2018
 
2017
 
Credit
 
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

Inflows
30,864

 
3,874

 
3,582

 
38,320

 
21,314

 
24,648

 
2,935

 
48,897

Outflows (2)
(8,615
)
 
(180
)
 
—

 
(8,795
)
 
(3,302
)
 
(74
)
 
(388
)
 
(3,764
)
Net Flows
22,249

 
3,694

 
3,582

 
29,525

 
18,012

 
24,574

 
2,547

 
45,133

Realizations
(4,644
)
 
(3,145
)
 
(922
)
 
(8,711
)
 
(2,125
)
 
(2,794
)
 
(1,114
)
 
(6,033
)
Market Activity (3)
922

 
(824
)
 
340

 
438

 
5,431

 
5,061

 
285

 
10,777

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.

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(2)
Outflows for Total AUM include redemptions of $1.6 billion and $693.6 million during the nine months ended September 30, 2018 and 2017 , respectively.
(3)
Includes foreign exchange impacts of $(1.1) billion , $(47.8) million and $(10.7) million for credit, private equity and real assets, respectively, during the nine months ended September 30, 2018 , and foreign exchange impacts of $2.8 billion , $209.6 million and $133.3 million for credit, private equity and real assets, respectively, during the nine months ended September 30, 2017 .
Total AUM was $270.2 billion at September 30, 2018 , an increase of $0.7 billion , or 0.3% , compared to $269.5 billion at June 30, 2018 . The net increase was primarily due to:
Net flows of $1.2 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 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 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 billion primarily related to Apollo Hybrid Value Fund, L.P. (“Hybrid Value Fund”) and co-investments for Fund VIII transactions of $2.4 billion and $0.4 billion, respectively, and net segment transfers of $0.3 billion; and
•
a $3.6 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.8 billion, subscriptions of $0.9 billion and an increase in net leverage of $0.7 billion.
Market activity of $0.4 billion primarily related to:
•
a $0.9 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 result of depreciation in Fund VIII and co-investment vehicles.
Offsetting these increases were:
Realizations of $8.7 billion primarily related to:
•
$4.6 billion related to funds we manage in the credit segment primarily consisting of distributions of $1.3 billion, $0.9 billion, $1.1 billion and $1.1 billion from Apollo Credit Opportunity Fund III, L.P. (“COF III”), Apollo European Principal Finance Fund II, L.P. (“EPF II”), other drawdown funds and liquid/performing funds, respectively;
•
$3.1 billion related to funds we manage in the private equity segment primarily consisting of distributions of $1.7 billion, $0.5 billion and $0.5 billion from Fund VIII, Fund VI and Natural Resources funds, respectively; and

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•
$0.9 billion related to funds we manage in the real assets segment primarily consisting of distributions of $0.7 billion from our real estate debt funds.
The following tables summarize changes in Fee-Generating 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 Fee-Generating AUM (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of Period
$
147,511

 
$
44,449

 
$
10,275

 
$
202,235

 
$
121,271

 
$
30,011

 
$
9,672

 
$
160,954

Inflows
3,766

 
277

 
1,175

 
5,218

 
6,699

 
71

 
252

 
7,022

Outflows (2)
(3,192
)
 
(528
)
 
(52
)
 
(3,772
)
 
(1,418
)
 
(32
)
 
(349
)
 
(1,799
)
Net Flows
574

 
(251
)
 
1,123

 
1,446

 
5,281

 
39

 
(97
)
 
5,223

Realizations
(307
)
 
(233
)
 
(189
)
 
(729
)
 
(533
)
 
—

 
(300
)
 
(833
)
Market Activity (3)
548

 
42

 
67

 
657

 
888

 
17

 
9

 
914

End of Period
$
148,326

 
$
44,007

 
$
11,276

 
$
203,609

 
$
126,907

 
$
30,067

 
$
9,284

 
$
166,258

(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 billion and $191.3 million during the three months ended September 30, 2018 and 2017 , respectively.
(3)
Includes foreign exchange impacts of $(245.9) million , $(0.8) million and $(20.8) million for credit, private equity and real assets, respectively, during the three months ended September 30, 2018 , and foreign exchange impacts of $443.0 million and $25.6 million for credit and real assets, respectively, during the three months ended September 30, 2017 .
 
For the Nine Months Ended September 30,
 
2018
 
2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
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

Inflows
28,558

 
24,869

 
2,634

 
56,061

 
18,194

 
303

 
2,082

 
20,579

Outflows (2)
(8,835
)
 
(10,088
)
 
(52
)
 
(18,975
)
 
(4,601
)
 
(557
)
 
(364
)
 
(5,522
)
Net Flows
19,723

 
14,781

 
2,582

 
37,086

 
13,593

 
(254
)
 
1,718

 
15,057

Realizations
(2,225
)
 
(631
)
 
(490
)
 
(3,346
)
 
(1,180
)
 
(503
)
 
(889
)
 
(2,572
)
Market Activity (3)
678

 
65

 
161

 
904

 
2,713

 
102

 
160

 
2,975

End of Period
$
148,326

 
$
44,007

 
$
11,276

 
$
203,609

 
$
126,907

 
$
30,067

 
$
9,284

 
$
166,258

(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 billion and $570.3 million during the nine months ended September 30, 2018 and 2017 , respectively.
(3)
Includes foreign exchange impacts of $(686.0) million , $(1.1) million and $(15.3) million for credit, private equity and real assets, respectively, during the nine months ended September 30, 2018 , and foreign exchange impacts of $1.3 billion and $64.7 million for credit and real assets, respectively, during the nine months ended September 30, 2017 .
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 billion at June 30, 2018 . The net increase was primarily due to:
Net flows of $1.4 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;

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•
a $0.6 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $1.5 billion and subscriptions of $1.3 billion related to our liquid/performing funds, offset by redemptions of $1.3 billion and fee-generating capital reduction of $0.9 billion; and
•
a $0.3 billion decrease related to funds we manage in the private equity segment primarily consisting of fee-generating capital reduction of $0.5 billion.
Market activity of $0.7 billion primarily related to $0.5 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 billion at September 30, 2018 , an increase of $34.6 billion or 20.5% , compared to $169.0 billion at December 31, 2017 . The net increase was primarily due to:
Net flows of $37.1 billion primarily related to:
•
a $19.7 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 $2.5 billion related to our liquid/performing funds, offset by fee-generating capital reduction of $3.2 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 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.2 billion, $0.6 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 billion primarily related to $0.7 billion of appreciation in the funds we manage in the credit segment.
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 billion related to funds we manage in the private equity segment driven by distributions from Fund VIII and Fund VII of $0.4 billion and $0.1 billion, respectively.
Capital Deployed and Uncalled Commitments
Capital deployed is the aggregate amount of capital that has been invested during a given period by our drawdown 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 income 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.

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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:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
 
(in millions)
Credit
$
814

 
$
1,430

 
$
2,938

 
$
3,577

Private Equity
399

 
1,129

 
3,254

 
3,417

Real Assets (1)
1,034

 
712

 
4,193

 
2,324

Total capital deployed
$
2,247

 
$
3,271

 
$
10,385

 
$
9,318

(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
 
(in millions)
Credit
$
16,335

 
$
15,225

Private Equity
37,105

 
36,810

Real Assets
1,527

 
1,074

Total uncalled commitments (1)
$
54,967

 
$
53,109

(1)
As of September 30, 2018 and December 31, 2017 , $48.2 billion and $47.6 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 September 30, 2018 , while Fund V generated a 61% gross IRR and a 44% net IRR since its inception through September 30, 2018 . 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

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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 2017 Annual Report.
Investment Record
The following table summarizes the investment record by segment of Apollo’s significant drawdown 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 $200 million of AUM and did not predominantly invest in other Apollo funds or SIAs.
All amounts are as of September 30, 2018 , unless otherwise noted:
($ 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)
 
Private Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund IX
2018
 
$
24,927

 
$
24,729

 
NM

(2)  
NM

(2)  
NM

(2)  
NM

(2)  
NM

(2)  
NM

(2)  
NM

(2)  
Fund VIII
2013
 
21,434

 
18,377

 
$
14,716

 
$
5,179

 
$
12,034

 
$
17,136

 
$
22,315

 
23
%
 
16
%
 
Fund VII
2008
 
5,452

 
14,677

 
16,198

 
30,482

 
3,254

 
3,170

 
33,652

 
34

 
25

 
Fund VI
2006
 
2,739

 
10,136

 
12,457

 
19,118

 
2,389

 
2,124

 
21,242

 
12

 
9

 
Fund V
2001
 
297

 
3,742

 
5,192

 
12,711

 
124

 
41

 
12,752

 
61

 
44

 
Fund I, II, III, IV & MIA (3)
Various
 
14

 
7,320

 
8,753

 
17,400

 
—

 
—

 
17,400

 
39

 
26

 
Traditional Private Equity Funds (4)
 
 
$
54,863

 
$
78,981

 
$
57,316

 
$
84,890

 
$
17,801

 
$
22,471

 
$
107,361

 
39
%
 
25
%
 
ANRP II
2016
 
3,379

 
3,454

 
1,828

 
799

 
1,480

 
1,718

 
2,517

 
37

 
21

 
ANRP I
2012
 
845

 
1,323

 
1,114

 
935

 
648

 
584

 
1,519

 
10

 
7

 
AION
2013
 
695

 
826

 
480

 
258

 
298

 
365

 
623

 
15

 
5

 
Hybrid Value Fund
2018
 
2,370

 
2,373

 
114

 
—

 
114

 
115

 
115

 
NM

(2)  
NM

(2)  
Total Private Equity (9)
 
 
$
62,152

 
$
86,957

 
$
60,852

 
$
86,882

 
$
20,341

 
$
25,253

 
$
112,135

 
 
 
 
 
Credit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Opportunity Funds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COF III
2014
 
$
1,884

 
$
3,426

 
$
5,045

 
$
4,004

 
$
1,324

 
$
1,210

 
$
5,214

 
2
%
 
1
%
 
COF II
2008
 
57

 
1,583

 
2,176

 
3,136

 
39

 
47

 
3,183

 
14

 
11

 
COF I
2008
 
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 III
2017
 
2,782

 
1,906

 
1,702

 
550

 
1,432

 
1,657

 
2,207

 
NM

(2)  
NM

(2)  
FCI II
2013
 
2,437

 
1,555

 
2,446

 
1,223

 
1,809

 
1,812

 
3,035

 
11

 
8

 
FCI I
2012
 
808

 
559

 
1,475

 
1,352

 
698

 
657

 
2,009

 
14

 
11

 
SCRF IV  (12)
2017
 
2,155

 
2,230

 
1,390

 
363

 
1,145

 
1,449

 
1,812

 
NM

(2)  
NM

(2)  
SCRF III
2015
 
—

 
1,238

 
2,110

 
2,428

 
—

 
—

 
2,428

 
18

 
14

 
SCRF II
2012
 
—

 
104

 
467

 
528

 
—

 
—

 
528

 
15

 
12

 
SCRF I
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

 
 
 
 
 
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

 
 
 
 
 
(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.

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(3)
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)
Total IRR is calculated based on total cash flows for all funds presented.
(5)
Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.16 as of September 30, 2018 .
(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)
U.S. RE Fund I, U.S. RE Fund II and Asia RE Fund had $156 million , $390 million and $365 million of co-investment commitments raised as of September 30, 2018 , respectively, which are included in the figures in the table. A co-invest entity within U.S. RE Fund I is denominated in GBP and translated into U.S. dollars at an exchange rate of £1.00 to $1.30 as of September 30, 2018 .
(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)
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 September 30, 2018 :
 
Total Invested
Capital
 
Total Value
 
Gross IRR
 
(in millions)
 
 
Distressed for Control
$
7,890

 
$
19,150

 
29
%
Non-Control Distressed
5,416

 
8,424

 
71

Total
13,306

 
27,574

 
49

Corporate Carve-outs, Opportunistic Buyouts and Other Credit (1)
44,010

 
79,787

 
22

Total
$
57,316

 
$
107,361

 
39
%
 
(1)
Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.

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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 and V 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. All amounts are as of September 30, 2018 :
Fund VIII (1)  
 
Total Invested
Capital
 
Total Value
 
(in millions)
Corporate Carve-outs
$
2,402


$
4,379

Opportunistic Buyouts
11,794


17,089

Distressed
520


847

Total
$
14,716

 
$
22,315

Fund VII (1)  
 
Total Invested
Capital
 
Total Value
 
(in millions)
Corporate Carve-outs
$
2,277


$
4,247

Opportunistic Buyouts
4,338


10,617

Distressed/Other Credit (2)
9,583


18,788

Total
$
16,198

 
$
33,652

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


$
5,842

Opportunistic Buyouts
6,374


10,422

Distressed/Other Credit (2)
2,686


4,978

Total
$
12,457

 
$
21,242

(1)
Committed capital less unfunded capital commitments for Fund VIII and Fund VII was $14.3 billion and $14.1 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 September 30, 2018 ), our private equity funds have invested $49.0 billion , of which $19.0 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 September 30, 2018 . 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.

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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)
Category
AUM
 
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, AIF
13,737

 
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
Advisory
7,535

 
—

 
—

 
—

 
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 / Other
Various
 
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.

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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)
 
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
Credit:
 
 
(in millions)
 
 
 
 
 
 
 
 
MidCap (3)
N/A
 
$
8,423

 
6
 %
 
15
%
 
3
 %
 
9
%
AIF
2013
 
385

 
2
 
 
5

 
2
 
 
11

AFT
2011
 
426

 
—

 
4

 
1
 
 
1

AINV/Other (4)
2004
 
4,503

 
—

 
4

 
(2
)
 
12

Real Assets:
 
 
 
 
 
 
 
 
 
 
 
ARI
2009
 
5,224

 
6
  %
 
10
%
 
—

 
17
%
Total
 
 
$
18,961

 
 
 
 
 
 
 
 
(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% and 2% for the three months ended September 30, 2018 and 2017 , respectively, and 11% and 6% for the nine months ended September 30, 2018 and September 30, 2017 , respectively.
(4)
Included within Total AUM of AINV is $2.0 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 September 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 , Apollo managed approximately $23 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
Advisory and Transaction, 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% for certain real assets funds, gross advisory, transaction and other special fees.

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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 is 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 not accounted as an equity method investment, categorized as incentive fees, are deferred until fees are probable to not be significantly reversed. The majority of performance fees are comprised of performance allocations.
As of September 30, 2018 , approximately 56% 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% 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 September 30, 2018 was 69% , 32% and 39% , 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 2017 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.

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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 Equity
1,011,764

 
29,005

 
76,746

 
105,751

 
(403,235
)
 
408,662

 
5,427

Total Private Equity, net of profit sharing expense
610,538

 
20,468

 
35,193

 
55,661

 
(280,519
)
 
233,383

 
(47,136
)
Credit:
 
 
 
 
 
 
 
 
 
 
 
 
 
Drawdown
278,551

(3)  
(28,127
)
 
15,493

 
(12,634
)
 
(25,869
)
 
73,774

 
47,905

Liquid/Performing
18,489

 
5,747

 
233

 
5,980

 
17,995

 
10,766

 
28,761

Permanent capital vehicles
98,613

 
17,484

 
7,064

 
24,548

 
38,338

 
18,104

 
56,442

Total Credit
395,653

 
(4,896
)
 
22,790

 
17,894

 
30,464

 
102,644

 
133,108

Total Credit, net of profit sharing expense
125,576

 
(3,487
)
 
10,711

 
7,224

 
13,108

 
46,857

 
59,965

Real Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. RE Fund I and II
20,066

 
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 Assets
27,147

 
2,338

 
559

 
2,897

 
(585
)
 
6,487

 
5,902

Total Real Assets, net of profit sharing expense
13,856

 
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

(1)
As of September 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 , certain credit funds and private equity funds had $41.1 million and $41.7 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 was $297.4 million and $247.7 million , respectively, as of September 30, 2018 .
(4)
There was a corresponding profit sharing payable of $684.6 million as of September 30, 2018 , including profit sharing payable related to amounts in escrow and a contingent consideration obligation of $77.7 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.

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The following table summarizes our performance fees since inception for our combined segments through September 30, 2018 :
 
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)
 
(in millions)
Private Equity:
 
 
 
 
 
 
 
 
 
Fund VIII
$
793.9

 
$
422.3

 
$
1,216.2

 
$
—

 
$
1,057.3

Fund VII
71.7

 
3,126.7

 
3,198.4

 
—

 
618.2

Fund VI
39.7

 
1,658.9

 
1,698.6

 
—

 
1,149.9

Fund IV and V
—

 
2,053.1

 
2,053.1

 
24.1

 
8.2

ANRP I and II
38.5

 
86.5

 
125.0

 
17.6

 
67.5

AAA/Other
67.9

 
585.0

 
652.9

 
—

 
135.5

Total Private Equity
1,011.7

 
7,932.5

 
8,944.2

 
41.7

 
3,036.6

Credit (5) :
 
 
 
 
 
 
 
 
 
Drawdown
278.6

 
1,166.9

 
1,445.5

 
41.1

 
465.0

Liquid/Performing
18.5

 
536.4

 
554.9

 
—

 
19.0

MidCap, AINV, AFT, AIF
90.9

 
—

 
90.9

 
—

 
86.2

Total Credit
388.0

 
1,703.3

 
2,091.3

 
41.1

 
570.2

Real Assets:
 
 
 
 
 
 
 
 
 
U.S. RE Fund I and II
20.1

 
26.2

 
46.3

 
—

 
39.4

Other (6)
7.1

 
26.4

 
33.5

 
—

 
18.9

Total Real Assets
27.2

 
52.6

 
79.8

 
—

 
58.3

Total
$
1,426.9

 
$
9,688.4

 
$
11,115.3

 
$
82.8

 
$
3,665.1

(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 as of September 30, 2018 .
(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 September 30, 2018 . 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 September 30, 2018 . 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 September 30, 2018 . 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, our compensation costs 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

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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 13 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 11 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, the 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. See note 11 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 and the 2048 Senior Notes as discussed in note 9 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.

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Table of Contents

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% ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings as of September 30, 2018 and 2017 , 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.

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Table of Contents

Results of Operations
Below is a discussion of our condensed consolidated results of operations for the three and nine months ended September 30, 2018 and 2017 . 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
 
2018
 
2017
 
 
2018
 
2017
 
Revenues:
(in thousands)
 
 
 
(in thousands)
 
 
Management fees
$
358,750

 
$
301,443

 
$
57,307

 
19.0
 %
 
$
987,102

 
$
852,291

 
$
134,811

 
15.8
 %
Advisory and transaction fees, net
13,154

 
16,209

 
(3,055
)
 
(18.8
)
 
42,145

 
54,905

 
(12,760
)
 
(23.2
)
Investment income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance allocations
124,856

 
336,910

 
(212,054
)
 
(62.9
)
 
129,776

 
809,896

 
(680,120
)
 
(84.0
)
Principal investment income
16,153

 
47,488

 
(31,335
)
 
(66.0
)
 
25,334

 
102,877

 
(77,543
)
 
(75.4
)
Total investment income
141,009

 
384,398

 
(243,389
)
 
(63.3
)
 
155,110

 
912,773

 
(757,663
)
 
(83.0
)
Incentive fees
4,818

 
9,670

 
(4,852
)
 
(50.2
)
 
23,593

 
23,563

 
30

 
0.1

Total Revenues
517,731

 
711,720

 
(193,989
)
 
(27.3
)
 
1,207,950

 
1,843,532

 
(635,582
)
 
(34.5
)
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary, bonus and benefits
112,722

 
108,853

 
3,869

 
3.6

 
343,623

 
316,011

 
27,612

 
8.7

Equity-based compensation
50,334

 
24,485

 
25,849

 
105.6

 
123,643

 
70,332

 
53,311

 
75.8

Profit sharing expense
63,059

 
137,296

 
(74,237
)
 
(54.1
)
 
121,327

 
339,679

 
(218,352
)
 
(64.3
)
Total compensation and benefits
226,115

 
270,634

 
(44,519
)
 
(16.4
)
 
588,593

 
726,022

 
(137,429
)
 
(18.9
)
Interest expense
15,209

 
13,303

 
1,906

 
14.3

 
44,168

 
39,497

 
4,671

 
11.8

General, administrative and other
70,657

 
68,149

 
2,508

 
3.7

 
194,851

 
189,918

 
4,933

 
2.6

Placement fees
746

 
5,397

 
(4,651
)
 
(86.2
)
 
1,384

 
12,560

 
(11,176
)
 
(89.0
)
Total Expenses
312,727

 
357,483

 
(44,756
)
 
(12.5
)
 
828,996

 
967,997

 
(139,001
)
 
(14.4
)
Other Income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gains from investment activities
155,283

 
68,932

 
86,351

 
125.3

 
20,645

 
102,936

 
(82,291
)
 
(79.9
)
Net gains from investment activities of consolidated variable interest entities
13,001

 
845

 
12,156

 
NM

 
28,746

 
11,085

 
17,661

 
159.3

Interest income
5,411

 
1,504

 
3,907

 
259.8

 
13,517

 
2,929

 
10,588

 
361.5

Other income, net
3,085

 
25,387

 
(22,302
)
 
(87.8
)
 
1,888

 
44,776

 
(42,888
)
 
(95.8
)
Total Other Income
176,780

 
96,668

 
80,112

 
82.9

 
64,796

 
161,726

 
(96,930
)
 
(59.9
)
Income before income tax provision
381,784

 
450,905

 
(69,121
)
 
(15.3
)
 
443,750

 
1,037,261

 
(593,511
)
 
(57.2
)
Income tax provision
(19,092
)
 
(16,542
)
 
(2,550
)
 
15.4

 
(46,596
)
 
(54,926
)
 
8,330

 
(15.2
)
Net Income
362,692

 
434,363

 
(71,671
)
 
(16.5
)
 
397,154

 
982,335

 
(585,181
)
 
(59.6
)
Net income attributable to Non-Controlling Interests
(191,171
)
 
(231,411
)
 
40,240

 
(17.4
)
 
(220,285
)
 
(542,507
)
 
322,222

 
(59.4
)
Net Income Attributable to Apollo Global Management, LLC
171,521

 
202,952

 
(31,431
)
 
(15.5
)
 
176,869

 
439,828

 
(262,959
)
 
(59.8
)
Net income attributable to Series A Preferred Shareholders
(4,383
)
 
(4,383
)
 
—

 
—

 
(13,149
)
 
(9,155
)
 
(3,994
)
 
43.6

Net income attributable to Series B Preferred Shareholders
(4,781
)
 
—

 
(4,781
)
 
NM

 
(9,350
)
 
—

 
(9,350
)
 
NM

Net Income Attributable to AGM Class A Shareholders
$
162,357

 
$
198,569

 
$
(36,212
)
 
(18.2
)%
 
$
154,370

 
$
430,673

 
$
(276,303
)
 
(64.2
)%
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 September 30, 2018 Compared to Three Months Ended September 30, 2017
Management fees increase d by $57.3 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 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

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increase in management fees earned from Athene of $19.9 million primarily due to its completion of the reinsurance transaction of the fixed annuity business of Voya Financial during 2018. This increase was partially offset by a decrease in management fees earned with respect to Fund VIII, Fund VI and Apollo European Principal Finance Fund III, L.P. (“EPF III”) of $26.0 million, $5.5 million and $5.5 million, respectively, during the three months ended September 30, 2018 as compared to the same period in 2017 . For additional details regarding changes in management fees in each segment, see “—Segment Analysis” below.
Advisory and transaction fees, net, decrease d by $3.1 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 net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies of $3.5 million during the three months ended September 30, 2018 as compared to the same period in 2017 .
Performance allocations decrease d by $212.1 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 decrease d 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 decrease d by $31.3 million for the three months ended September 30, 2018 , as compared to the three months ended September 30, 2017 . This change was primarily driven by decrease s 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, 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 .
Incentive fees decrease d by $4.9 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 incentive fees recognized from a strategic investment account and AINV of $2.4 million and $1.6 million, respectively, during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 . The decrease in incentive fees from a strategic investment account was a result of the adoption of the revenue recognition standard effective January 1, 2018. See note 2 to the condensed consolidated financial statements for further information regarding adoption of the revenue recognition standard.
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Management fees increase d by $134.8 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 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 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 increase in management fees was partially offset by decreased management fees earned from Fund VIII of $53.4 million 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.
Advisory and transaction fees, net, decrease d by $12.8 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 during the nine months ended September 30, 2018 as compared to the same period during 2017 .
Performance allocations decrease d by $680.1 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 decrease d performance allocations earned from our private equity funds of $660.2 million , during the nine 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 decrease d by $77.5 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 a decrease 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 AAA of $66.7 million and $10.6 million, respectively, during the nine months ended September 30, 2018 as compared to the same period in 2017 .

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Expenses
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Compensation and benefits decrease d by $44.5 million for the three months ended September 30, 2018 , as compared to the three months ended September 30, 2017 . This change was driven by a decrease in profit sharing expense of $74.2 million due to decrease d performance allocations during the three months ended September 30, 2018 , as compared to the same period in 2017 . 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 in equity-based compensation of $25.8 million for the three months ended September 30, 2018 , as compared to the same period in 2017 , primarily attributable to increased amortization expense relating to grants of RSUs to certain executives under the 2007 Equity Plan during 2018 (see note 11 to the condensed consolidated financial statements).
Included in profit sharing expense is $16.3 million and $13.7 million for the three months ended September 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”). 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 increase d by $1.9 million for the three months ended September 30, 2018 as compared to the three months ended September 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 repayment of the entire remaining amount of the Term Facility, as described in note 9 to our condensed consolidated financial statements.
General, administrative and other expenses increase d by $2.5 million for the three months ended September 30, 2018 , as compared to the three months ended September 30, 2017 primarily due to an increase in professional fees during the three months ended September 30, 2018 , as compared to the three months ended September 30, 2017 .
Placement fees decrease d by $4.7 million for the three months ended September 30, 2018 , as compared to the three months ended September 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 decrease d by $137.4 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 profit sharing expense of $218.4 million due to decrease d performance allocations during the nine months ended September 30, 2018 , as compared to the same period in 2017 . 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 in equity-based compensation of $53.3 million , primarily attributable to increased amortization expense relating to grants of RSUs to certain executives 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.
Included in profit sharing expense is $50.7 million and $54.0 million for the nine months ended September 30, 2018 and 2017 , 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 increase d by $4.7 million for the nine months ended September 30, 2018 , as compared to the nine months ended September 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 repayment of the entire remaining amount of the Term Facility, as described in note 9 to our condensed consolidated financial statements.

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General, administrative and other expenses increase d by $4.9 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 an increase in professional fees during the nine months ended September 30, 2018 as compared to the same period in 2017 .
Placement fees decrease d 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 .
Other Income (Loss)
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Net gains from investment activities increase d by $86.4 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 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 gains from investment activities of consolidated VIEs increase d by $12.2 million for the three months ended September 30, 2018 , as compared to the three months ended September 30, 2017 . See note 5 to the condensed consolidated financial statements for details regarding net gains from investment activities of consolidated VIEs.
Interest income increase d by $3.9 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 .
Other income, net decrease d by $22.3 million during the three months ended September 30, 2018 , as compared to the three months ended September 30, 2017 , primarily attributable to $19.0 million in 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 decrease d by $82.3 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 gains from investment activities of consolidated VIEs increase d by $17.7 million for the nine months ended September 30, 2018 , as compared to the nine months ended September 30, 2017 . See note 5 to the condensed consolidated financial statements for details regarding net gains from investment activities of consolidated VIEs.
Interest income increase d by $10.6 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 .
Other income, net decrease d by $42.9 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 $19.0 million in proceeds received in connection with the Company’s early termination 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 incurred relating to a legal proceeding which did not recur in 2018.
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 12 to the condensed consolidated financial statements.

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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 September 30, 2018 Compared to Three Months Ended September 30, 2017
The income tax provision increase d by $2.6 million for three months ended September 30, 2018 , as compared to the three months ended September 30, 2017 . The increase 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 these 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% and 3.7% for the three months ended September 30, 2018 and 2017 , 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 8 to the condensed consolidated financial statements for further details regarding the Company’s income tax provision).
Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
The income tax provision decrease d by $8.3 million for the nine months ended September 30, 2018 , as compared to the nine months ended September 30, 2017 . The decrease 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 decrease in pre-tax GAAP net income during the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017 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 these 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% and 5.3% for the nine months ended September 30, 2018 and 2017 , 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 8 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 related 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 the condensed consolidated financial statements.
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.

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Credit
The following table sets forth our segment statement of operations information and EI 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, net
2,310

 
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
)
Realized
22,790

 
32,131

 
(9,341
)
 
(29.1
)
 
102,644

 
120,186

 
(17,542
)
 
(14.6
)
Total performance fees
17,894

 
36,310

 
(18,416
)
 
(50.7
)
 
133,108

 
157,608

 
(24,500
)
 
(15.5
)
Principal investment income
6,803

 
8,222

 
(1,419
)
 
(17.3
)
 
23,100

 
20,561

 
2,539

 
12.3

Total Revenues
223,514

 
236,636

 
(13,122
)
 
(5.5
)
 
727,314

 
704,736

 
22,578

 
3.2

Expenses:
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary, bonus and benefits
57,694

 
59,027

 
(1,333
)
 
(2.3
)
 
176,662

 
173,153

 
3,509

 
2.0

Equity-based compensation
11,525

 
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
)
Realized
12,079

 
14,643

 
(2,564
)
 
(17.5
)
 
55,787

 
51,168

 
4,619

 
9.0

Equity-based
3,150

 
518

 
2,632

 
NM

 
7,013

 
1,387

 
5,626

 
405.6

Total profit sharing expense
13,820

 
17,427

 
(3,607
)
 
(20.7
)
 
80,156

 
69,963

 
10,193

 
14.6

Total compensation and benefits
83,039

 
86,379

 
(3,340
)
 
(3.9
)
 
286,381

 
271,371

 
15,010

 
5.5

Non-compensation expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General, administrative and other
38,071

 
35,709

 
2,362

 
6.6

 
104,832

 
99,559

 
5,273

 
5.3

Placement fees
695

 
3,140

 
(2,445
)
 
(77.9
)
 
1,250

 
8,828

 
(7,578
)
 
(85.8
)
Total non-compensation expenses
38,766

 
38,849

 
(83
)
 
(0.2
)
 
106,082

 
108,387

 
(2,305
)
 
(2.1
)
Total Expenses
121,805

 
125,228

 
(3,423
)
 
(2.7
)
 
392,463

 
379,758

 
12,705

 
3.3

Other Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gains from investment activities
113,188

 
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, net
1,155

 
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
)%
(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 increase d by $8.6 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 an increase in management fees earned from Athene of $19.9 million as a result of its completion of the reinsurance transaction of the fixed annuity business of Voya Financial in 2018. The increase in management 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 million and $4.9 million, respectively, during the three months ended September 30, 2018 , as compared to the same period during 2017 .
Advisory and transaction fees, net, decrease d by $1.9 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 a decrease in net advisory and transaction fees earned with respect to FCI III of $2.0 million during the three months ended September 30, 2018 , as compared to the same period during 2017 .
Performance fees decrease d by $18.4 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 decrease s in performance fees earned from

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EPF II and a strategic investment account of $29.0 million and $4.0 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 September 30, 2018, as well as lower appreciation of UK commercial real estate investments held by the fund for the three months ended September 30, 2018 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 increase d 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 increase s 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 decrease d 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 decrease s 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 decrease d 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 decrease s 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 increase d 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 increase s 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 decrease d 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 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

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decrease 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 in profit sharing expense is $2.0 million and $3.9 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 period.
General, administrative and other increase d by $2.4 million during the three months ended September 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 , as compared to the same period in 2017 .
Placement fees decrease d 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 increase d by $15.0 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 profit sharing expense of $10.2 million during the nine months ended September 30, 2018 , as compared to the same period in 2017 . Profit sharing expense increase d as a result of increased amortization expense relating to grants of RSUs to certain executives under 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 nine months ended September 30, 2018 , as compared to the same period in 2017 , 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 increase d 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 decrease d 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 decrease d 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 three 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 $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 .

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Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
Net gains from investment activities decrease d 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 decrease d 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 decrease d 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.

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Private Equity
The following table sets forth our segment statement of operations information and our supplemental performance measure, EI, within our private equity 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, net
5,925

 
10,572

 
(4,647
)
 
(44.0
)
 
29,817

 
41,646

 
(11,829
)
 
(28.4
)
Performance fees (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
29,005

 
286,589

 
(257,584
)
 
(89.9
)
 
(403,235
)
 
351,836

 
(755,071
)
 
NM

Realized
76,746

 
21,859

 
54,887

 
251.1

 
408,662

 
313,817

 
94,845

 
30.2

Total performance fees
105,751

 
308,448

 
(202,697
)
 
(65.7
)
 
5,427

 
665,653

 
(660,226
)
 
(99.2
)
Principal investment income
10,328

 
39,875

 
(29,547
)
 
(74.1
)
 
3,902

 
81,951

 
(78,049
)
 
(95.2
)
Total Revenues
245,308

 
434,974

 
(189,666
)
 
(43.6
)
 
356,422

 
1,020,002

 
(663,580
)
 
(65.1
)
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary, bonus and benefits
33,673

 
31,467

 
2,206

 
7.0

 
105,203

 
93,230

 
11,973

 
12.8

Equity-based compensation
7,905

 
6,335

 
1,570

 
24.8

 
21,552

 
21,134

 
418

 
2.0

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
8,537

 
96,992

 
(88,455
)
 
(91.2
)
 
(122,716
)
 
117,025

 
(239,741
)
 
NM

Realized
41,553

 
17,394

 
24,159

 
138.9

 
175,279

 
145,783

 
29,496

 
20.2

Equity-based
20,267

 
808

 
19,459

 
NM

 
48,351

 
1,270

 
47,081

 
NM

Total profit sharing expense
70,357

 
115,194

 
(44,837
)
 
(38.9
)
 
100,914

 
264,078

 
(163,164
)
 
(61.8
)
Total compensation and benefits
111,935

 
152,996

 
(41,061
)
 
(26.8
)
 
227,669

 
378,442

 
(150,773
)
 
(39.8
)
Non-compensation expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General, administrative and other
19,740

 
19,699

 
41

 
0.2

 
50,578

 
53,676

 
(3,098
)
 
(5.8
)
Placement fees
51

 
2,257

 
(2,206
)
 
(97.7
)
 
134

 
3,732

 
(3,598
)
 
(96.4
)
Total non-compensation expenses
19,791

 
21,956

 
(2,165
)
 
(9.9
)
 
50,712

 
57,408

 
(6,696
)
 
(11.7
)
Total Expenses
131,726

 
174,952

 
(43,226
)
 
(24.7
)
 
278,381

 
435,850

 
(157,469
)
 
(36.1
)
Other Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gains from investment activities
42,074

 
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), net
666

 
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
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Management fees increase d by $47.2 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 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 . The increase in management fees was partially offset by decreased management fees earned from Fund VIII and Fund VI of $26.0 million and $5.5 million, respectively, during the three months ended September 30, 2018 as compared to the three 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 decrease d by $4.6 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 decrease s 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 .

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Performance fees decrease d 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 decrease s 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 decrease d 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 increase d 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 decrease d 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 companies of $1.5 million during the nine months ended September 30, 2018 , as compared to the same period during 2017 .
Performance fees decrease d by $660.2 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 decreases in performance fees earned from Fund VIII and Fund VI of $552.0 million and $89.2 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 from Fund VIII was primarily driven by lower appreciation of the fund’s public and private portfolio companies primarily in the consumer services, business services and manufacturing and industrial sectors. The decrease in performance fees from Fund VI was primarily driven by lower appreciation in the fund’s public portfolio companies in the leisure sector.
Principal investment income decrease d by $78.0 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 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 , 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 decrease d 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 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 profit sharing expense is $13.9 million and $9.3 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 period.

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Placement fees decrease d by $2.2 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 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 decrease d by $150.8 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 profit sharing expense of $163.2 million during the nine months ended September 30, 2018 , as compared to the same period in 2017 , as a result of a corresponding decrease 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 $38.9 million and $40.5 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 decrease d by $3.1 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 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 decrease d 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 . This change was primarily attributable to an increase 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.
Other income, net decrease d by $6.7 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 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 decrease d 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 decrease d 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 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 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.

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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, net
4,737

 
1,418

 
3,319

 
234.1

 
4,787

 
2,775

 
2,012

 
72.5

Performance fees (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
2,338

 
(5,169
)
 
7,507

 
NM

 
(585
)
 
(1,639
)
 
1,054

 
(64.3
)
Realized
559

 
6,985

 
(6,426
)
 
(92.0
)
 
6,487

 
12,224

 
(5,737
)
 
(46.9
)
Total performance fees
2,897

 
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 Revenues
28,335

 
21,621

 
6,714

 
31.1

 
68,145

 
69,855

 
(1,710
)
 
(2.4
)
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary, bonus and benefits
10,166

 
10,513

 
(347
)
 
(3.3
)
 
30,700

 
27,905

 
2,795

 
10.0

Equity-based compensation
521

 
798

 
(277
)
 
(34.7
)
 
2,227

 
1,980

 
247

 
12.5

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
1,775

 
(4,812
)
 
6,587

 
NM

 
377

 
(2,848
)
 
3,225

 
NM

Realized
548

 
3,636

 
(3,088
)
 
(84.9
)
 
3,194

 
6,528

 
(3,334
)
 
(51.1
)
Equity-based
385

 
—

 
385

 
NM

 
924

 
—

 
924

 
NM

Total profit sharing expense
2,708

 
(1,176
)
 
3,884

 
NM

 
4,495

 
3,680

 
815

 
22.1

Total compensation and benefits
13,395

 
10,135

 
3,260

 
32.2

 
37,422

 
33,565

 
3,857

 
11.5

Non-compensation expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General, administrative and other
6,186

 
5,520

 
666

 
12.1

 
18,638

 
15,299

 
3,339

 
21.8

Total non-compensation expenses
6,186

 
5,520

 
666

 
12.1

 
18,638

 
15,299

 
3,339

 
21.8

Total Expenses
19,581

 
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, net
1,277

 
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 increase d 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, increase d 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 increase d 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

- 102 -

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, increase d 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 decrease d 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 increase d 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 increase d 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 increase d $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 increase d 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 increase s in professional fees and other miscellaneous expenses during the nine months ended September 30, 2018 as compared to the same period in 2017 .

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Other Income (Loss)
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
Other income, net decrease d 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 decrease d 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, net
12,972

 
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 .

- 104 -

Summary of Distributable Earnings
The following table is a reconciliation of Distributable Earnings per share of common and equivalents to net distribution per share of common and equivalent.
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(in thousands, except per share data)
Distributable Earnings
$
244,902

 
$
185,131

 
$
692,677

 
$
682,442

Taxes and related payables (1)
(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

Add back: Tax and related payables attributable to common and equivalents
7,702

 
4,706

 
28,677

 
14,091

Distributable Earnings before certain payables (2)
233,706

 
178,182

 
664,085

 
667,034

     Percent to common and equivalents
51
%
 
49
%
 
51
%
 
49
%
Distributable Earnings before other payables attributable to common and equivalents
119,231

 
87,078

 
338,800

 
325,981

Less: Taxes and related payables attributable to common and equivalents
(7,702
)
 
(4,706
)
 
(28,677
)
 
(14,091
)
Distributable Earnings attributable to common and equivalents
$
111,529

 
$
82,372

 
$
310,123

 
$
311,890

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

(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 earnings before certain payables represents Distributable Earnings before the deduction for the estimated current corporate taxes and the payable under Apollo’s TRA.
(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.

- 105 -

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 distributions
9,164

 
4,383

 
22,499

 
9,155

Net income attributable to Non-Controlling Interests in consolidated entities
11,340

 
1,048

 
26,035

 
8,967

Net income attributable to Non-Controlling Interests in the Apollo Operating Group
179,831

 
230,363

 
194,250

 
533,540

Net Income
$
362,692

 
$
434,363

 
$
397,154

 
$
982,335

Income tax provision
19,092

 
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 compensation
1,253

 
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 distributions
9,164

 
4,383

 
22,499

 
9,155

Income tax provision on Economic Income
28,451

 
22,356

 
69,877

 
83,125

Performance fees (2)
(119,478
)
 
(340,401
)
 
(126,332
)
 
(821,210
)
Profit sharing expense
86,885

 
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 loss
9,521

 
11,509

 
29,798

 
35,564

Other
1,482

 
750

 
7,826

 
1,668

Fee Related Earnings
$
197,058

 
$
162,189

 
$
515,628

 
$
437,128

Depreciation, amortization and other, net
1,569

 
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 income
17,787

 
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

(1)
See note 15 for more details regarding Economic Income 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)
Excludes realized performance fees and realized profit sharing expense in the form of Athene shares.

- 106 -
Table of Contents

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 9 and note 12 to the condensed consolidated financial statements, respectively. The Company had cash and cash equivalents of $0.9 billion at September 30, 2018 .
Primary Sources & 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 September 30, 2018 . 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,
 
2018
 
2017
 
(in thousands)
Operating Activities
$
770,890

 
$
670,392

Investing Activities
(169,604
)
 
(244,719
)
Financing Activities
(538,017
)
 
(295,901
)
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities
$
63,269

 
$
129,772

Operating Activities
The Company’s operating activities support its asset 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 nine months ended September 30, 2018 and 2017 , 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 nine months ended September 30, 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.

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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) tax receivable agreement payments, (c) share repurchases, (d) net share settlements, and (e) repayments of debt.
•
During the nine months ended September 30, 2018 , cash used by financing activities primarily reflects repayments on the Term Facility 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 billion at September 30, 2018 , which includes $1.3 billion of Senior Notes with maturities in 2024, 2026 and 2048. See note 9 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 billion at September 30, 2018 , of which $692 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 14 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 9 and note 12 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 incentive 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 shares to supplement its liquidity. The decision to enter into a particular financing arrangement is made after careful consideration of various factors including the

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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 September 30, 2018 , 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 2018 and 2017 to Class A shareholders, Non-Controlling Interest holders in the Apollo Operating Group and participating securities, see note 12 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 October 31, 2018 , the Company declared a cash distribution of $0.46 per Class A share, which will be paid on November 30, 2018 to holders of record on November 20, 2018 . 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, 2018 to holders of record on November 30, 2018 .
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 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 September 30, 2018 , 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

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power of 35% and 10%, respectively. For more information regarding unfunded general partner commitments, see “—Contractual Obligations, Commitments and Contingencies”.
Fund VII, Fund VI and ANRP II Escrow
As of September 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 was 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.
Clawback
Performance fees from our private equity funds and certain credit and real assets funds is 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 13 to the condensed consolidated financial statements for further information regarding the Company’s indemnification liability.
Investment Management Agreements - Athene Asset Management
On September 20, 2018, a subsidiary of Apollo Global Management, LLC entered into a letter agreement (the “Letter Agreement”) with Athene Holding Ltd. In the Letter Agreement, each of the Company and Athene agreed that, if the shareholders of Athene approve an amendment and restatement of the bye-laws of Athene (further described below), it will execute the 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 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:
(1) a base management 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”) 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 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:
(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;

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(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.
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 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 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 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 be under the Existing Fee Agreement. If invested asset allocations are more heavily weighted to assets with lower alphagenerating 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. 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.
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 September 30, 2018 , the Company had reduced fees charged to CalPERS on the funds it manages by approximately $107.4 million .

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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.

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Performance allocations are performance fees that are generally structured from a legal standpoint as an allocation of capital to the asset manager. Performance allocations from certain of the funds that we manage are subject to contingent repayment and is 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.
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.

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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

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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 2017 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 9 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 on performance fee realizations earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements. The Company adopted the Incentive Pool 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. Allocations to the Incentive Pool and to its participants contain both a fixed and a discretionary component and may vary year-to-year depending on the overall realized performance of the Company and the contributions and performance of each participant. There is no assurance that the Company will continue to compensate individuals through performance-based incentive 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.
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, the Company provides for the vesting of certain RSUs subject to continued employment and certain performance metrics being achieved. In accordance with U.S. GAAP, equity-based compensation expense for such awards is recognized on an accelerated recognition method over the requisite service period to the extent the performance metrics are met or deemed probable. In connection with the adoption of new share-based payment guidance during the quarter ended March 31, 2017, the Company made an accounting

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policy election to no longer estimate forfeitures in determining the number 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 11 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 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.

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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.

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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 14 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:
 
Remaining 2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
 
(in thousands)
Operating lease obligations
$
9,850

 
$
37,790

 
$
24,298

 
$
31,378

 
$
35,103

 
$
435,466

 
$
573,885

Other long-term obligations (1)
8,008

 
8,388

 
2,320

 
2,070

 
1,482

 
1,240

 
23,508

2018 AMH Credit Facility (2)
169

 
675

 
675

 
675

 
675

 
358

 
3,227

2024 Senior Notes (3)
5,000

 
20,000

 
20,000

 
20,000

 
20,000

 
528,333

 
613,333

2026 Senior Notes (4)
5,500

 
22,000

 
22,000

 
22,000

 
22,000

 
574,983

 
668,483

2048 Senior Notes (5)
3,750

 
15,000

 
15,000

 
15,000

 
15,000

 
678,750

 
742,500

2014 AMI Term Facility I
79

 
316

 
316

 
16,079

 
—

 
—

 
16,790

2014 AMI Term Facility II
78

 
313

 
313

 
313

 
17,953

 
—

 
18,970

2016 AMI Term Facility I
64

 
256

 
256

 
256

 
256

 
20,187

 
21,275

2016 AMI Term Facility II
66

 
265

 
265

 
19,190

 
265

 
19,075

 
39,126

Obligations as of September 30, 2018
$
32,564

 
$
105,003

 
$
85,443

 
$
126,961

 
$
112,734

 
$
2,258,392

 
$
2,721,097

(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 September 30, 2018 on the $750 million undrawn Revolver Facility was 0.09% . See note 9 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 September 30, 2018 was 4.00% . See note 9 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 September 30, 2018 was 4.40% . See note 9 of the condensed consolidated financial statements for further discussion of the 2026 Senior Notes.
(5)
$300 million of the 2048 Senior Notes matures in March 2048. The interest rate on the 2048 Senior Notes as of September 30, 2018 was 5.00% . See note 9 of the condensed consolidated financial statements for further discussion of the 2026 Senior Notes.
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 14 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.

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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 September 30, 2018 as follows ($ in millions):

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Fund
Apollo 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

Apollo Credit Opportunity Fund I, L.P. (“COF I”)
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

Financial Credit Investment II, L.P. (“FCI II”)
244.6

 
15.72

 
—

 
—

 
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

MidCap
1,672.6

 
80.23

 
110.9

 
5.32

 
169.0

 
31.0

Apollo Moultrie Credit Fund, L.P.
400.0

 
100.00

 
—

 
—

 
190.0

 
—

Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.
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

Athora (1)
580.2

 
22.99

 
145.1

 
5.75

 
476.2

 
119.0

Other Credit
2,580.5

 
Various

 
260.2

 
Various

 
952.2

 
133.4

Private Equity:
 
 
 
 
 
 
 
 
 
 
 
Fund IX (2)
1,849.5

 
7.48

 
692.2

 
2.80

 
1,849.5

 
692.2

Fund VIII
1,543.5

 
8.40

 
395.5

 
2.15

 
353.1

 
91.4

Fund VII
467.2

 
3.18

 
178.1

 
1.21

 
69.6

 
25.6

Fund VI
246.3

 
2.43

 
6.1

 
0.06

 
9.7

 
0.2

Fund V
100.0

 
2.67

 
0.5

 
0.01

 
6.2

 
—

Fund IV
100.0

 
2.78

 
0.2

 
0.01

 
0.5

 
—

AION
151.0

 
18.28

 
50.0

 
6.05

 
54.9

 
17.8

ANRP I
426.1

 
32.21

 
10.1

 
0.76

 
68.0

 
1.3

ANRP II
581.2

 
16.83

 
25.9

 
0.75

 
277.5

 
12.2

A.A. Mortgage Opportunities, L.P.
625.0

 
80.31

 
—

 
—

 
200.0

 
—

Apollo Rose, L.P.
299.1

 
100.00

 
—

 
—

 
74.3

 
—

Champ, L.P.
195.5

 
78.25

 
27.0

 
10.8

 
7.2

 
1.1

Apollo Royalties Management, LLC
108.6

 
100.00

 
—

 
—

 
—

 
—

Apollo Hybrid Value Fund, L.P.
727.5

 
30.66

 
57.5

 
2.42

 
707.4

 
56.0

Other Private Equity
326.2

 
Various

 
6.2

 
Various

 
118.3

 
1.5

Real Assets:
 
 
 
 
 
 
 
 
 
 
 
U.S. RE Fund II (3)
430.4

(3)  
44.14

 
4.7

 
0.49

 
231.2

 
3.0

U.S. RE Fund I (3)
434.6

(3)  
66.63

 
16.5

 
2.54

 
120.9

 
2.7

CPI Capital Partners Europe, L.P. (1)
6.4

 
0.47

 
—

 
—

 
—

 
—

CPI Capital Partners Asia Pacific, L.P.
6.9

 
0.53

 
0.5

 
0.04

 
0.1

 
—

Asia RE Fund (3)
411.1

(3)  
58.09

 
8.4

 
1.18

 
284.2

 
6.6

Other Real Assets
206.0

 
Various

 
1.7

 
Various

 
13.3

 
0.1

Other:
 
 
 
 
 
 
 
 
 
 
 
Apollo SPN Investments I, L.P.
13.6

 
0.32

 
13.6

 
0.32

 
8.7

 
8.7

Total
$
18,548.0

 
 
 
$
2,407.8

 
 
 
$
8,138.7

 
$
1,383.0

(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 as of September 30, 2018 .
(2)
Apollo Only (Excluding Related Party) Remaining Commitments related to Fund IX are subject to future syndication to Apollo employees.

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(3)
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 as of September 30, 2018 . Figures for U.S. RE Fund II and Asia RE Fund include co-investment commitments.
On April 30, 2015, Apollo entered into the AAA Investments Credit Agreement (see note 13 of our condensed consolidated financial statements for further disclosure regarding this facility). The 2018 AMH Credit Facility, 2024 Senior Notes, 2026 Senior Notes and 2048 Senior Notes will have future impacts on our cash uses. See note 9 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 14 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 September 30, 2018 , there were no underwriting commitments outstanding related to such offerings.
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 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,

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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 on Management 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 fees 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

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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 September 30, 2018 , 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 and Shanghai 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

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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 14 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 2017 Annual Report, which is accessible on the Securities and Exchange Commission's website at www.sec.gov. There have been no material changes to the risk factors for the three months ended September 30, 2018 .
The risks described in our 2017 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/ or operating results.
ITEM  2 .
UNREGISTERED SALE OF EQUITY SECURITIES
On August 7, 2018 and August 15, 2018 , we issued 236,826 and 103,874 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 million and $3.6 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 September 30, 2018 .
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

 
 
(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 September 30, 2018 , we repurchased 110,223 Class A shares at an average price paid per share of $35.31 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.
(2)
In February 2016, the Company 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. The Company expects that the share repurchase program, which has no expiration date, will be in effect until the maximum approved dollar amount has been used to repurchase Class A shares. The share repurchase program does not require the Company to repurchase any specific number of Class A shares, and the share repurchase program may be suspended, extended, modified or discontinued at any time. Reductions of

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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.

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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
 
 
 
 

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Exhibit
Number
  
Exhibit Description
 
 
4.10
 
 
 
 
4.11
 
 
 
 
4.12
 
 
 
 
4.13
 
 
 
 
10.1
  
 
 
10.2
  
 
 
10.3
  
 
 
10.4
  
 
 
10.5
  
 
 
+10.6
  
 
 
10.7
  
 
 
10.8
  
 
 

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Exhibit
Number
  
Exhibit Description
 
 
10.9
  
Fifth Amended and Restated Exchange Agreement, dated as of April 28, 2017, by and among Apollo Global Management, LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, Apollo Principal Holdings XII, L.P., AMH Holdings (Cayman), L.P. and the Apollo Principal Holders (as defined therein) from time to time party thereto (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
 
 
10.10
  
 
 
10.11
  
 
 
 
10.12
  
 
 
 
10.13
  
 
 
10.14
  
 
 
10.15
  
 
 
10.16
  
 
 
10.17
  
 
 
10.18
  
 
 
10.19
 
 
 
 

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Exhibit
Number
  
Exhibit Description
 
 
10.20
 
 
 
 
10.21
 
 
 
 
10.22
  
 
 
10.23
  
 
 
10.24
  
 
 
 
10.25
 
Joinder, dated as of May 5, 2016, to the Shareholders Agreement, dated as of July 13, 2007, as amended by the First Amendment and Joinder dated as of August 18, 2009, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, MJH Partners, L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, APO (FC), LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P. and Apollo Management Holdings, L.P. (incorporated by reference to Exhibit 10.24 to the Registrant’s Form 10-Q for the period ended March 31, 2016 (File No. 001-35107)).
 
 
 
10.26
 
Joinder, dated as of May 3, 2017, to the Shareholders Agreement, dated as of July 13, 2007, as amended by the First Amendment and Joinder dated as of August 18, 2009, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, MJH Partners, L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, APO (FC), LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P. and Apollo Management Holdings, L.P. and as supplemented by the Joinder dated as of May 5, 2016, by and among Apollo Principal Holdings X, L.P., AMH Holdings (Cayman), L.P., Apollo Principal Holdings XI, LLC, APO (FC II), LLC and APO UK (FC), Limited (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
 
 
10.27
  
 
 
+10.28
  
 
 

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Exhibit
Number
  
Exhibit Description
 
 
+10.29
  
 
 
+10.30
  
 
 
+10.31
  
 
 
+10.32
  
 
 
+10.33
  
 
 
+10.34
  
 
 
+10.35
  
 
 
10.36
  
 
 
 
*10.37
 
 
 
+10.38
  
 
 
+10.39
  
 
 
 
10.40
  
 
 
 
+10.41
 

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Exhibit
Number
  
Exhibit Description
 
 
 
 
+10.42
 
 
 
 
+10.43
 
 
 
 
+10.44
 
 
 
 
+10.45
 
 
 
 
+10.46
 
 
 
 
+10.47
 
 
 
 
+10.48
 
 
 
 
+10.49
 
 
 
 
10.50
 
 
 
 
10.51
 
 
 
 

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Exhibit
Number
  
Exhibit Description
 
 
10.52
 
 
 
 
10.53
 
 
 
 
10.54
 
Amendment No. 1, dated as of March 11, 2016, to the Credit Agreement, dated as of December 18, 2013, among Apollo Management Holdings, L.P., Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., AAA Holdings, L.P., Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, ST Holdings GP, LLC and ST Management Holdings, LLC, the guarantors party thereto, the lenders party thereto, the issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 15, 2016 (File No. 001-35107)).
 
 
 
10.55
 
 
 
 
+10.56
 
 
 
 
+10.57
 
 
 
 
+10.58
 
 
 
 
+10.59
 
 
 
 
+10.60
 
 
 
 

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Exhibit
Number
  
Exhibit Description
 
 
+10.61
 
 
 
 
+10.62
 
 
 
 
+10.63
 
 
 
 
+10.64
 
 
 
 
+10.65
 
 
 
 
+10.66
 
 
 
 
+10.67
 
 
 
 
*+10.68
 
 
 
 
*+10.69
 
 
 
 
*+10.70
 
 
 
 
*+10.71
 
 
 
 
*31.1
 
 
 
*31.2
 
 
 
*32.1
 
 
 

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Exhibit
Number
  
Exhibit Description
 
 
*32.2
 
 
 
*101.INS
 
XBRL Instance Document
 
 
*101.SCH
 
XBRL Taxonomy Extension Scheme 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.

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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, 2018
By:
/s/ Martin Kelly
 
 
Name:
Martin Kelly
 
 
Title:
Chief Financial Officer
(principal financial officer and
authorized signatory)


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Exhibit 10.37



[APOLLO GLOBAL MANAGEMENT LETTERHEAD]

[Name]
[Address]


Dear [ ],

Reference is hereby made to the engagement letter (the “Engagement Letter”) that you executed with Apollo Global Management, LLC (the “Company”) in connection with your service as a director on the board of directors (the “Board”) of the Company. We are pleased to inform you that, effective as of the date hereof, your annual award of restricted share units of the Company (“RSUs”) shall increase to $125,000 per year. As in past years, you shall receive the annual award on or about each June 30 th , and the RSUs will vest on the first anniversary of the respective grant date. The base annual compensation for your service as a member of the Board and any fees you receive for service as a member of any committees of the Board remain unchanged.

We hope you are pleased with this new compensation package. If you are in agreement with the foregoing, please so indicate by signing this letter where indicated below.

Very truly yours,

APOLLO GLOBAL MANAGEMENT, LLC


By:     _______________________________
Name:
Title:
Accepted and agreed:

________________________
[        ]

Dated: _______ __, 2018


Exhibit 10.68

CONFIDENTIAL & PROPRIETARY EXECUTION VERSION



This exempted limited partnership is a limited partner of certain entities that earn “carried interest” on profits from various funds, accounts or investments managed or advised by AGM.

                                                    




APOLLO GLOBAL CARRY POOL AGGREGATOR II, L.P.
    



Amended and Restated

Agreement of Exempted Limited Partnership






                                                  

Dated June 26, 2018
                                                  




                                                    






 

TABLE OF CONTENTS

Page
ARTICLE 1 DEFINITIONS 1
Section 1.1 Definitions; Interpretation     1
ARTICLE 2 FORMATION AND ORGANIZATION 10
Section 2.1 Continuation     10
Section 2.2 Name     10
Section 2.3 Organizational Certificates and Other Filings     11
Section 2.4 Offices     11
Section 2.5 Term of Partnership     11
Section 2.6 Purpose of the Partnership     12
Section 2.7 Actions by Partnership     13
Section 2.8 Admission of Limited Partners     13
Section 2.9 Withdrawal of Initial Limited Partner     13
ARTICLE 3 CAPITAL 14
Section 3.1 Contributions to Capital     14
Section 3.2 Rights of Partners in Capital     15
Section 3.3 Capital Accounts     15
Section 3.4 Allocation of Profit and Loss     16
Section 3.5 Tax Allocations     17
Section 3.6 Tax Treatment of Interests in the Partnership     18


- i -

 

Section 3.7 AEOI     19
Section 3.8 Reserves; Adjustments for Certain Future Events     20
Section 3.9 Finality and Binding Effect of General Partner’s Determinations     21
ARTICLE 4 DISTRIBUTIONS 21
Section 4.1 Distributions     21
Section 4.2 Withholding of Certain Amounts     23
Section 4.3 Limitation on Distributions     23
ARTICLE 5 MANAGEMENT 24
Section 5.1 Rights and Powers of the General Partner     24
Section 5.2 Delegation of Duties     25
Section 5.3 Transactions with Affiliates     26
Section 5.4 Expenses     26
Section 5.5 Rights of Limited Partners     26
Section 5.6 Other Activities of General Partner     27
Section 5.7 Duty of Care; Indemnification     27
ARTICLE 6 ADMISSIONS, TRANSFERS AND WITHDRAWALS 29
Section 6.1 Admission of Additional Limited Partners; Effect on Points     29
Section 6.2 Admission of Additional General Partner     29
Section 6.3 Transfer of Interests of Limited Partners     29
Section 6.4 Withdrawal of Partners     31
Section 6.5 Pledges     31


- ii -

 

ARTICLE 7 ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS AND RETIREMENT OF PARTNERS 31
Section 7.1 Allocation of Points     31
Section 7.2 Retirement of Partner     32
Section 7.3 Effect of Retirement on Points     33
ARTICLE 8 DISSOLUTION AND LIQUIDATION 33
Section 8.1 Dissolution and Liquidation of Partnership     33
ARTICLE 9 GENERAL PROVISIONS 34
Section 9.1 Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreements     34
Section 9.2 Special Power-of-Attorney     35
Section 9.3 Notices     36
Section 9.4 Agreement Binding Upon Successors and Assigns     36
Section 9.5 Good Faith; Discretion     36
Section 9.6 Merger, Consolidation, etc.     37
Section 9.7 Governing Law; Dispute Resolution     37
Section 9.8 Termination of Right of Action     39
Section 9.9 Not for Benefit of Creditors     39
Section 9.10 Reports     39
Section 9.11 Filings     39
Section 9.12 Counterparts     39




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APOLLO GLOBAL CARRY POOL AGGREGATOR II, L.P.
AMENDED AND RESTATED
AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP
AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP of APOLLO GLOBAL CARRY POOL AGGREGATOR II, L.P., a Cayman Islands exempted limited partnership (the “ Partnership ”), dated June 26, 2018 and effective September 19, 2017 (the “ Effective Date ”), by and among Apollo Global Carry Pool GP, LLC with respect to Series A, a Delaware limited liability company registered as a foreign company in the Cayman Islands, as the sole general partner (in such capacity, the “ General Partner ”), the Initial Limited Partner (as defined below), and the other Persons (as defined below) whose names are recorded from time to time as limited partners of the Partnership in the Register of Partners (as defined below).
R E C   I T A L S :
A.    The Partnership was registered by the General Partner as a limited partnership in Delaware under the Delaware Act upon the filing of the Certificate of Limited Partnership of the Partnership with the Office of the Secretary of State of the State of Delaware on September 19, 2017.
B.    The General Partner and the Initial Limited Partner entered into an Agreement of Limited Partnership, dated September 19, 2017 (the “ Original Agreement ”).
C.    On the date hereof, the Partnership deregistered as a limited partnership under the laws of the State of Delaware and registered as an exempted limited partnership under the Exempted Limited Partnership Law (2018 Revision) (as amended from time to time) of the Cayman Islands (the “ Partnership Law ”) pursuant to the filing of the Certificate in accordance with the Partnership Law (the “ Migration ”).
D.    The parties hereto desire to amend and restate the Original Agreement in its entirety to: (i) reflect the admission to the Partnership of those Persons (as defined below) who are listed on the Register of Partners as limited partners of the Partnership; (ii) effect the withdrawal of the Initial Limited Partner; and (iii) reflect the modifications set forth herein.
NOW, THEREFORE, the parties hereby agree to amend and restate the Original Agreement in its entirety to read as follows:


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ARTICLE 1
DEFINITIONS
Section 1.1      Definitions; Interpretation
(a)      Capitalized terms used but not otherwise defined herein have the following meanings:
“AEOI” means (a) legislation known as the U.S. Foreign Account Tax Compliance Act, sections 1471 through 1474 of the Code and any associated legislation, regulations (whether proposed, temporary or final) or guidance, any applicable intergovernmental agreement and related statutes, regulations or rules, and other guidance thereunder, (b) any other similar legislation, regulations, or guidance enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes, including the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters– the Common Reporting Standard and any associated guidance, (c) any other intergovernmental agreement, treaty, regulation, guidance, standard or other agreement entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in clauses (a) and (b) of this definition, and (d) any legislation, regulations or guidance in any jurisdiction that give effect to the matters outlined in the preceding clauses of this definition.
“Affiliate” means with respect to any Person any other Person directly or indirectly controlling, controlled by or under common control with such Person. Except as the context otherwise requires, the term “ Affiliate ” in relation to AGM includes each collective investment fund and other client account sponsored or managed by AGM or its affiliated asset management entities, but, in each case, does not include Portfolio Companies (except with respect to Bad Acts).
“AGM” means Apollo Global Management, LLC, a Delaware limited liability company.
“Agreement” means this Amended and Restated Agreement of Exempted Limited Partnership, as amended or supplemented from time to time.
“APH” means, as the context requires, any or all of (i) APH Holdings (DC), L.P., (ii) APH Holdings (FC), L.P., and/or (iii) APH Holdings, L.P., each a Cayman Islands exempted limited partnership.
“Applicable Tax Representative” means, with respect to a tax matter, the General Partner, the Tax Matters Partner or the Partnership Representative (each in its capacity as such), as applicable.

“Award Letter” means, with respect to any Limited Partner, the letter agreement between the Partnership and such Limited Partner (including any Annex or Schedule thereto) setting forth (i) such Limited Partner’s Points, (ii) such Limited Partner’s vesting terms relating to Points, (iii) any restrictive covenants with respect to such Limited Partner, (iv) the definition of “Bad Act,”


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and (v) any other terms applicable to such Limited Partner, as the same may be amended or supplemented from time to time.
“ Bad Act ” has the meaning ascribed to that term in a Limited Partner’s Award Letter.
“BBA Audit Rules” means Subchapter C of Chapter 63 of the Code (sections 6221 through 6241 of the Code), as enacted by the United States Bipartisan Budget Act of 2017, Pub. L. No. 114-74, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law.
“Book-Tax Difference” means the positive difference (if any) between the Carrying Value of a Partnership asset and its adjusted tax basis for United States federal income tax purposes, as determined at the time of any of the events described in the definition of Carrying Value, which for purposes of this Agreement shall include any accrued income in respect of securities contributed to or held (directly or indirectly) by the Partnership as of the date of any such event. The General Partner shall maintain an account in the name of each Limited Partner that reflects such Limited Partner’s share of any Book-Tax Difference.
“Capital Account” means with respect to each Partner the capital account(s) established and maintained on behalf of such Partner as described in Section 3.3.
“Carried Interest Revenues” means, with respect to any Fund, any carried interest, incentive allocations, performance allocations or similar performance-based compensation earned by the applicable Fund General Partner with respect to such Fund.
“Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values (as determined by the General Partner), in accordance with the rules set forth in Treasury Regulations section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, immediately prior to: (i) the date of the acquisition of any interests in the Partnership by any new Partner or of any additional interests by any existing Partner in exchange for more than a de minimis capital contribution; (ii) the date of the distribution of more than a de minimis amount of any Partnership asset to a Partner, including cash as consideration for an interest in the Partnership; (iii) the date of the grant of more than a de minimis profits interest in the Partnership as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner, or by a new Partner acting in his capacity as a Partner or in anticipation of becoming a Partner; or (iv) the liquidation of the Partnership within the meaning of Treasury Regulations section 1.704-l(b)(2)(ii)(g); provided , that any adjustment pursuant to clauses (i), (ii) and (iii) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its fair market value (as determined by the General Partner). The Carrying Value of any asset contributed by a Partner to the Partnership shall be the fair market value (as determined by the General Partner) of the asset at the date of its contribution.


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“Catch Up Amount” means the product derived by multiplying (a) the amount of any Book-Tax Difference arising on the admission to the Partnership of a Newly-Admitted Limited Partner by (b) the percentage derived by dividing the number of Points issued to the Newly-Admitted Limited Partner, by the aggregate number of Points on the date the Newly-Admitted Limited Partner is admitted to the Partnership. The General Partner shall maintain an account in the name of each Newly-Admitted Limited Partner that reflects such Limited Partner’s Catch Up Amount, which shall be adjusted as necessary to reflect any subsequent reduction in such Book-Tax Difference corresponding to any subsequent negative adjustments to the Carrying Value of the Partnership’s assets that relate to such Book-Tax Difference, and which may be further adjusted to the extent the General Partner determines in its sole and absolute discretion is necessary to cause the Catch Up Amount to be equal to the amount necessary to provide such Limited Partner with a requisite share of Partnership capital based on such Limited Partner’s Points in accordance with the terms of this Agreement and any Other Agreement entered into by such Limited Partner pursuant to Section 9.1(b).
“Certificate” means the statement filed with the Registrar on June 26, 2018, pursuant to section 9 of the Partnership Law in respect of the Partnership and any statement of changes in the registered particulars of the Partnership filed with the Registrar pursuant to section 10 of the Partnership Law.
“ Class ” means any class of Interests as may from time to time be established by the General Partner.
“Clawback Payment” means any payment required to be made by the Partnership to any Fund General Partner in respect of any “general partner giveback,” “general partner clawback” or similar obligation of such Fund General Partner pursuant to the Fund LP Agreement of the applicable Fund.
“Clawback Share” means, as of the time of determination, with respect to any Limited Partner and any Clawback Payment, a portion of such Clawback Payment equal to (a) the cumulative amount distributed to such Limited Partner of Operating Profit attributable to the Fund to which the Clawback Payment is required to be made, divided by (b) the cumulative amount so distributed to all Limited Partners with respect to such Operating Profit attributable to such Fund. It is intended that the Clawback Share of a Limited Partner that does not hold a Class or tranche of Interests corresponding to the applicable Fund with respect to which such Clawback Share is attributable shall, to the extent related to distributions from the Partnership, be equal to zero percent (0%).
“Co-Investors (A) Entity” means an investment vehicle formed by AGM or any of its Affiliates to facilitate the investment in any Fund by employees of AGM or its Affiliates and their Related Parties.
“Co-Investors (A) Partnership Agreement” means the limited partnership agreement of any Co-Investors (A) Entity, as in effect from time to time.


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“Code” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law.
“Covered Person” has the meaning set forth in Section 5.7(a).
“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.), as amended and in effect from time to time, or any successor law.
“Disability” has the meaning ascribed to that term in the Apollo Global Management LLC 2007 Omnibus Equity Incentive Plan.
“Effective Date” has the meaning set forth in the preamble.
“Final Adjudication” has the meaning set forth in Section 5.7(a).
“Fiscal Year” means, with respect to a year, the period commencing on January 1 of such year and ending on December 31 of such year (or on the date of a final distribution pursuant to Section 8.1(a)), unless the General Partner shall elect another fiscal year for the Partnership which is a permissible taxable year under the Code.
“Fund” means any pooled investment vehicle or managed account advised or managed by the applicable Fund General Partner and each “Parallel Fund” of such Fund within the meaning of the Fund LP Agreement of such Fund. Such term also includes each alternative investment vehicle created by a Fund and/or any such Parallel Fund, to the extent the context so requires.
“Fund General Partner” means the Affiliate of AGM that acts in the capacity of the general partner, managing member, manager or similar Person of any Fund pursuant to the Fund LP Agreement of such Fund, excluding any such Person set forth on Schedule V .
“Fund GP Agreement” means the constituent agreement, certificate or other document governing a Fund General Partner, as in effect from time to time.
“Fund LP Agreement” means the limited partnership agreement of any Fund, as in effect from time to time, and, to the extent the context so requires, the corresponding constituent agreement, certificate or other document governing each such Fund.
“GCP II Intermediate Pooling Vehicles” means Apollo Global Carry Pool Intermediate, L.P., Apollo Global Carry Pool Intermediate (DC), L.P., and Apollo Global Carry Pool Intermediate (FC), L.P., each a Cayman Islands exempted limited partnership.
“General Partner” has the meaning set forth in the preamble and includes any successor to the business of the General Partner in its capacity as general partner of the Partnership.
“Governmental Authority” means: (i) any government or political subdivision thereof, whether non‑U.S. or U.S., national, state, county, municipal or regional; (ii) any agency or


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instrumentality of any such government, political subdivision or other government entity (including any central bank or comparable agency); and (iii) any court.
“Home Address” has the meaning set forth in Section 9.3.
“Initial Limited Partner” means Apollo Principal Holdings VI GP, LLC, solely in its capacity as the Initial Limited Partner.
“Interest” means the entire limited partnership interest owned by a Partner in the Partnership as of any date of determination, including the right of such Partner to any and all benefits to which a Partner may be entitled as provided in this Agreement, together with the obligations of such Partner to comply with all the terms and provisions of this Agreement.
“JAMS” has the meaning set forth in Section 9.7(b).
“Limited Partner” means any Person admitted as a limited partner to the Partnership in accordance with this Agreement, including any Retired Partner, until such Person is withdrawn entirely as a limited partner of the Partnership, in his capacity as a limited partner of the Partnership, in accordance with the terms hereof. All references herein to a Limited Partner shall be construed as referring collectively to such Limited Partner and to each Related Party of such Limited Partner (and to each Person of which such Limited Partner is a Related Party) that also is or that previously was a Limited Partner, except to the extent that the General Partner determines that the context does not require such interpretation as between such Limited Partner and his Related Parties.
“Losses” has the meaning set forth in Section 5.7(a).
“Migration” has the meaning set forth in Recital C.
“Newly-Admitted Limited Partner ” has the meaning set forth in Section 4.1(d)(i).
“ Notice of Dissolution ” has the meaning ascribed to that term in Section 8.1(c).
“Operating Loss” means, with respect to any Fiscal Year, any net loss of the Partnership. To the extent derived from any Fund, any items of income, gain, loss, deduction and credit shall be determined in accordance with the same accounting policies, principles and procedures applicable to the determination by the relevant Fund, and any items not derived from a Fund shall be determined in accordance with the accounting policies, principles and procedures used by the Partnership for U.S. federal income tax purposes. Operating Loss shall not include any loss attributable to a Book-Tax Difference. The General Partner shall allocate any Operating Loss derived from any Fund to the Classes or tranches of Interests to which such Operating Loss relates or in such other manner as determined by the General Partner. All references herein to the Operating Loss of the Partnership shall be construed as referring to the Operating Loss of the GCP II Intermediate Pooling Vehicles, as the context requires.
“Operating Profit” means, with respect to any Fiscal Year, any net income of the Partnership. To the extent derived from any Fund, any items of income, gain, loss, deduction and credit shall be determined in accordance with the same accounting policies, principles and


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procedures applicable to the determination by the relevant Fund, and any items not derived from a Fund shall be determined in accordance with the accounting policies, principles and procedures used by the Partnership for U.S. federal income tax purposes. Operating Profit shall not include any income or gain attributable to a Book-Tax Difference. The General Partner shall allocate any Operating Profit derived from any Fund to the Classes or tranches of Interests to which such Operating Profit relates or in such other manner as determined by the General Partner. All references herein to the Operating Profit of the Partnership shall be construed as referring to the Operating Profit of the GCP II Intermediate Pooling Vehicles, as the context requires.
“Original Agreement” has the meaning set forth in Recital B.
“Other Agreements” has the meaning set forth in Section 9.1(b).
“Partner” means the General Partner or any of the Limited Partners, and “ Partners ” means the General Partner and all of the Limited Partners.
“Partnership” has the meaning set forth in the preamble.
“Partnership Law” has the meaning set forth in Recital C.
“Partnership Representative” means for any relevant taxable year of the Partnership to which the BBA Audit Rules apply, the General Partner acting in the capacity of the “partnership representative” (as such term is defined under the BBA Audit Rules) or such other Person as is appointed to be the “partnership representative” by the General Partner from time to time.
“Person” means any individual, partnership (whether or not having separate legal personality), corporation, limited liability company, joint venture, joint stock company, unincorporated organization or association, trust (including the trustees thereof, in their capacity as such), government, governmental agency, political subdivision of any government, or other entity.
“Point” means, with respect to any Limited Partner and any Class or tranche of Interests, an economic interest in the Operating Profit or Operating Loss attributable to such Class or tranche of Interests. The aggregate number of Points available for assignment to all Partners shall be maintained by the General Partner and set forth in the books and records of the Partnership. All references herein to a Limited Partner’s Points shall be construed as referring to the Points assigned to a Limited Partner indirectly in, and at the level of, a GCP II Intermediate Pooling Vehicle, as the context requires. Unless otherwise determined by the General Partner in its sole and absolute discretion, any Limited Partner assigned Points shall be assigned that number of Points in all GCP II Intermediate Pooling Vehicles. Points may or may not be assigned to a Limited Partner in respect of a particular Class or tranche of Interests, as determined by the General Partner in its sole and absolute discretion. A Limited Partner may be assigned Points in respect of one or more than one Class or tranche of Interests, as determined by the General Partner in its sole and absolute discretion.
“Point Award Date” means the date on which a particular Point was assigned to a Limited Partner pursuant to an Award Letter.


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“Portfolio Investment” or “Investment” or any similar term has the meaning ascribed to that term in each of the Fund LP Agreements.
“Reference Rate” means the interest rate announced publicly from time to time by JPMorgan Chase Bank in New York, New York as such bank’s prime rate.
“Register of Partners” means a register of partnership interests that is maintained by the General Partner.
“ Registrar” means the Registrar of Exempted Limited Partnerships in the Cayman Islands.
“Related Party” means, with respect to any Limited Partner:
(a)      any spouse, child, parent or other lineal descendant of such Limited Partner or such Limited Partner’s parent, or any natural Person who occupies the same principal residence as such Limited Partner;
(b)      any trust or estate in which such Limited Partner and any Related Party or Related Parties (other than such trust or estate) collectively have more than 80% of the beneficial interests (excluding contingent and charitable interests);
(c)      any entity of which such Limited Partner and any Related Party or Related Parties (other than such entity) collectively are beneficial owners of more than 80% of the equity interest; and
(d)      any Person with respect to whom such Limited Partner is a Related Party.
“Retired Partner” means any Limited Partner who has become a retired partner in accordance with or pursuant to Section 7.2 and such Limited Partner’s Award Letter.
“Retirement Date” means, with respect to any Limited Partner, the date as of which such Person becomes a Retired Partner.
“Safe Harbor” means the election described in the Safe Harbor Regulation, pursuant to which a partnership and all of its partners may elect to treat the fair market value of a partnership interest that is transferred in connection with the performance of services as being equal to the liquidation value of that interest.
“Safe Harbor Election” means the election by a partnership and its partners to apply the Safe Harbor, as described in the Safe Harbor Regulation and IRS Notice 2005-43, issued on May 20, 2005.
“Safe Harbor Regulation” means Proposed Regulations Section 1.83-3(l) issued on May 24, 2005.


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“Tax Matters Partner” means for any taxable year of the Partnership subject to the TEFRA Audit Rules, the General Partner acting in the capacity of the “tax matters partner” of the Partnership (as such term was defined in section 6231(a)(7) of the Code under the TEFRA Audit Rules) or such other Person as may be appointed to be the “tax matters partner” by the General Partner from time to time.
“ Tax Obligation ” has the meaning set forth in Section 4.2(a).
“TEFRA Audit Rules” means Subchapter C of Chapter 63 of the Code (sections 6221 through 6234 of the Code), as enacted by the United States Tax Equity and Fiscal Responsibility Act of 1982, Pub. L. No. 97-248, 96 Stat. 324, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law, but excluding the BBA Audit Rules.

“ Tranche A” has the meaning set forth in Section 2.6(d).
“ Tranche A Capital Account ” means a Capital Account established for a Tranche A Limited Partner.
“ Tranche A Interests ” shall have the meaning set forth in Section 2.6(d).
“ Tranche A Limited Partner ” means a Limited Partner holding a Tranche A Interest.
“ Tranche B ” has the meaning set forth in Section 2.6(d).
“ Tranche B Capital Account ” means a Capital Account established for a Tranche B Limited Partner.
“ Tranche B Interests ” shall have the meaning set forth in Section 2.6(d).
“ Tranche B Limited Partner ” shall mean a Limited Partner holding a Tranche B Interest.
“ Tranche C ” has the meaning set forth in Section 2.6(d).
“ Tranche C Capital Account ” means a Capital Account established for a Tranche C Limited Partner.
“ Tranche C Interests ” shall have the meaning set forth in Section 2.6(d).
“ Tranche C Limited Partner ” shall mean a Limited Partner holding a Tranche C Interest.
“ Tranche D ” has the meaning set forth in Section 2.6(d).


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“ Tranche D Capital Account ” means a Capital Account established for a Tranche D Limited Partner.
“ Tranche D Interests ” shall have the meaning set forth in Section 2.6(d).
“ Tranche D Limited Partner ” shall mean a Limited Partner holding a Tranche D Interest.
“Transfer” means any direct or indirect sale, exchange, transfer, assignment or other disposition by a Partner of any or all of his interest in the Partnership (whether respecting, for example, economic rights only or all the rights associated with the interest) to another Person, whether voluntary or involuntary.
“Vested Points” means the sum of each of the following products in respect of the Points held by a Retired Partner as of such Retired Partner’s Retirement Date: the product of (i) the number of such Points that share a particular Vesting Commencement Date, multiplied by (ii) the Retired Partner’s Vesting Percentage applicable to such Points as of such Retired Partner’s Retirement Date. The General Partner may, in its sole and absolute discretion, allocate Vested Points to a particular Class or tranche of Interests.
“Vesting Commencement Date” with respect to each Point held by a Limited Partner, has the meaning set forth in the Award Letter providing for the grant of such Point.
“Vesting Percentage” with respect to each Point held by a Retired Partner, has the meaning set forth in the Award Letter providing for the grant of such Point.
“Winding-Up Event” has the meaning set forth in Section 2.5(a).
(b)      The headings in this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement. As used herein, masculine pronouns shall include the feminine and neuter, neuter pronouns shall include the masculine and the feminine, and the singular shall be deemed to include the plural. The use of the word “including” herein shall not be considered to limit the provision which it modifies but instead shall mean “including, without limitation.”
(c)      As used in this Agreement, the phrases “any provision of this Agreement,” “the provisions of this Agreement” and derivative or similar phrases, and the terms “hereof,” “herein,” “hereby” and derivative or similar words, shall mean or refer only to any express provision actually written in this Agreement and not to any provision of the Partnership Law that may have application to the Partnership.
ARTICLE 2     
FORMATION AND ORGANIZATION
Section 2.1      Continuation


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The Partnership was formed as a limited partnership under and pursuant to the Delaware Act. In connection with the Migration, the Partnership is hereby continued pursuant to the Partnership Law and this Agreement. The General Partner shall execute, acknowledge and file any amendments to the Certificate as may be required by the Partnership Law and any other instruments, documents and certificates which, in the opinion of the Partnership’s legal counsel, may from time to time be required by the laws of the Cayman Islands or any other jurisdiction in which the Partnership shall determine to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership.
Section 2.2      Name
The name of the limited partnership continued hereby is “Apollo Global Carry Pool Aggregator II, L.P.” The General Partner is authorized to make any variations in the Partnership’s name and may otherwise conduct the business of the Partnership under any other name, subject to compliance with the Partnership Law and all other applicable laws, as the General Partner may deem it necessary or advisable; provided that (i) such name shall contain the words “Limited Partnership,” the letters “L.P.” or the designation “LP” or the equivalent translation thereof, (ii) such name shall not contain the name of any Limited Partner without the consent of such Limited Partner, and (iii) the General Partner shall promptly give written notice of any such variation to the Limited Partners.
Section 2.3      Organizational Certificates and Other Filings
If requested by the General Partner, the Limited Partners shall immediately execute all certificates and other documents, and any amendments or renewals of such certificates and other documents as thereafter required, consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the continuation and operation of the Partnership as an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Section 2.4      Offices
(a)      The Partnership shall maintain its principal office, and may maintain one or more additional offices, at such place or places as the General Partner may from time to time determine.
(b)      The General Partner shall arrange for the Partnership to have and maintain in the Cayman Islands, at the expense of the Partnership, a registered office and registered agent for service of process on the Partnership at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or such other


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place in the Cayman Islands as the General Partner may in its absolute discretion determine from time to time.
Section 2.5      Term of Partnership
(a)      The term of the Partnership commenced on the Effective Date and shall continue until the first to occur of any of the following events (each a “ Winding-Up Event ”):
(i)      at any time there are no Limited Partners, unless the business of the Partnership is continued in accordance with the Partnership Law;
(ii)      the occurrence of any event that results in the General Partner’s ceasing to be a general partner of the Partnership pursuant to the Partnership Law; provided that the Partnership shall not be wound up or dissolved in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining qualifying general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after notice of the occurrence of such event, a majority of the Limited Partners agree in writing or vote to continue the business of the Partnership and to the appointment, effective from the date of such event, if required, of one or more additional general partners of the Partnership; or
(iii)      the order of a court of competent jurisdiction for the winding up and dissolution of the Partnership under the Partnership Law.
(b)      The parties agree that irreparable damage would be done to the Partnership and reputation of the Partners if any Limited Partner should bring an action for the winding up of the Partnership. Care has been taken in this Agreement to provide for fair and just payment in liquidation of the interests of all Partners. Accordingly, to the fullest extent permitted by law, each Limited Partner hereby waives and renounces his right to such action for a court order or direction for the winding up and dissolution of the Partnership or to seek the appointment of a liquidator for the Partnership, except as expressly provided herein.
Section 2.6      Purpose of the Partnership; Classes
(a)      The principal purpose of the Partnership is to hold an indirect interest (including through the GCP II Intermediate Pooling Vehicles) in certain Fund General Partners in order to derive cash or other revenues therefrom that are attributable to Carried Interest Revenues received by such Fund General Partners from Funds and to undertake such related and incidental activities and execute and deliver such related documents necessary or incidental thereto. As of the date hereof, the Partnership holds interests (including through the GCP II Intermediate Pooling Vehicles), in the Fund General Partners set forth on Schedules I through IV hereto.



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(b)      Without limiting the foregoing, the General Partner has established the Partnership as a special purpose investment vehicle through which the Limited Partners are treated as if they indirectly hold Points in the GCP II Intermediate Pooling Vehicles. In applying the provisions of this Agreement, in order to equitably determine the rights and obligations of the Partnership as a limited partner of the GCP II Intermediate Pooling Vehicles, the General Partner, in its capacity as the general partner of the GCP II Intermediate Pooling Vehicles, shall, to the maximum extent permissible under applicable law, treat each Limited Partner as if it were a limited partner of the GCP II Intermediate Pooling Vehicles with an interest in the GCP II Intermediate Pooling Vehicles determined with regard to the Points that are allocable to such Limited Partner’s Interest in the Partnership and any terms of the governing documents of the GCP II Intermediate Pooling Vehicles pertaining to a Limited Partner’s Points shall be incorporated by reference into this Agreement and applied as if each Limited Partner were a party to and bound by the terms of such governing documents, mutatis mutandis . The General Partner shall make such adjustments as it deems appropriate in its sole and absolute discretion to equitably reflect the economic interests of the Limited Partners in respect of their respective Points and, upon any allocation or reallocation of Points to a Limited Partner at the level of the GCP II Intermediate Pooling Vehicles, the General Partner may take all actions or make other adjustments which the General Partner deems necessary or proper to cause the Partnership as a limited partner to replicate such actions at the level of the Partnership. Notwithstanding the foregoing and for the avoidance of doubt, no Limited Partner shall own an interest in any GCP II Intermediate Pooling Vehicle.
(c)      The Partnership, in the General Partner’s sole and absolute discretion, may establish Classes or additional tranches of Interests from time to time having different terms than those of the Interests described in this Agreement, including in terms of the Fund General Partners associated with them. New Classes or additional tranches of Interests may be established by the General Partner without providing prior notice to, or receiving consent from, existing Limited Partners. The terms of such Classes or additional tranches of Interests shall be determined by the General Partner in its sole and absolute discretion. The General Partner may classify existing Interests as belonging to a Class.
(d)      As of the date hereof, the General Partner, on behalf of the Partnership, has established “ Tranche A ,” “ Tranche B ,” “ Tranche C ” and “ Tranche D .” Interests will be issued with respect to each of Tranche A, Tranche B, Tranche C and Tranche D – “ Tranche A Interests ,” “ Tranche B Interests ,” “ Tranche C Interests ” and “ Tranche D Interests ”, respectively. Upon admission of the Limited Partners to the Partnership, for bookkeeping purposes, a Tranche A Capital Account shall be established with respect to each Tranche A Interest, a Tranche B Capital Account shall be established with respect to each Tranche B Interest, a Tranche C Capital Account shall be established with respect to each Tranche C Interest and a Tranche D Capital Account shall be established with respect to each Tranche D Interest. The General Partner or its Affiliate may cause corresponding capital accounts to be established and maintained at the level of the GCP II Intermediate Pooling Vehicles. The Tranche A Interests, the Tranche B Interests, the Tranche C Interests and the Tranche D Interests will be identical except with respect to the group of Fund General Partners with which each such tranche is associated (and the Operating Profit and Operating Loss attributable to the association with such Fund General Partners). Specifically, as of the date hereof, each such tranche shall be associated with the Fund General Partners set forth on Schedules


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I through IV hereto, respectively. A Limited Partner may hold one, or more than one, tranche of Interests. All references to Interests in this Agreement, unless otherwise specified, shall be deemed to include Tranche A Interests, Tranche B Interests, Tranche C Interests and Tranche D Interests, and any Classes or other tranches of Interests established by the General Partner pursuant to this Agreement.
Section 2.7      Actions by the General Partner
The General Partner may execute, deliver and perform all contracts, agreements and other undertakings, and engage in all activities and transactions for and on behalf of the Partnership as may in the opinion of the General Partner be necessary or advisable to carry out the objects and purposes of the Partnership, without the approval or vote of any Limited Partner.
Section 2.8      Admission of Limited Partners
Each Person whose name is set forth in the Register of Partners under the caption “Limited Partners” agrees to continue as a Limited Partner of the Partnership upon their execution of this Agreement. The General Partner agrees to continue as the General Partner of the Partnership upon its execution of this Agreement. Additional Limited Partners may be admitted to the Partnership in accordance with Section 6.1.
Section 2.9      Withdrawal of Initial Limited Partner
Immediately following the admission of the Limited Partners to the Partnership pursuant to Section 2.8, the Initial Limited Partner shall (i) receive a return of its original capital contribution, if any, (ii) withdraw as a partner of the Partnership, and (iii) have no further right, interest or obligation of any kind whatsoever as a partner in the Partnership.
Section 2.10      Effective Date
Each of the Limited Partners hereto hereby agrees that their respective rights, duties and obligations pursuant to this Agreement shall have effect from the Effective Date, as between the parties hereto, and the parties agree to account to each other accordingly.
Section 2.11      Register
The General Partner shall cause to be maintained at the principal office of the Partnership or at such other place as the Partnership Law may permit the Register of Partners which shall include such information as may be required by the Partnership Law. The Register of Partners shall not form part of this Agreement. The General Partner shall from time to time, update the Register of Partners as required by the Partnership Law to accurately reflect the information therein and no action of any partner shall be required to amend or update the Register of Partners. The Register of Partners shall be open to inspection by all Limited Partners at any time for any purpose reasonably related to such Limited Partner’s interest in the Partnership and shall be available for inspection by such Limited Partner only with the consent of the General Partner.


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ARTICLE 3     
CAPITAL
Section 3.1      Contributions to Capital
(a)      No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership, except as may be agreed from time to time between such Partner and the General Partner and other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account.
(b)      To the extent, if any, that at the time of the Final Distribution (or the equivalent term, in each case, as defined in each of the Fund LP Agreements) or at any time prior thereto (whether pursuant to the provisions of the applicable Fund LP Agreement, upon the determination of the applicable Fund General Partner or otherwise), it is determined that the Partnership, as a holder, directly or indirectly, of equity interests in a Fund General Partner, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner that holds an Interest in the particular Class or tranche of Interests to which such Clawback Payment relates, shall be required to participate in such payment and contribute to the Partnership, for ultimate distribution to the limited partners of the relevant Fund, an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each applicable Limited Partner’s required contribution, each such Limited Partner’s allocable share of any Escrow Account (or the equivalent term, in each case, as defined in the Fund LP Agreements), to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(b) at the time of such application.
(c)      For the avoidance of doubt, the aggregate Clawback Payments required to be made by the Limited Partners hereunder with respect to any Fund shall not exceed the aggregate amount of distributions actually received by the Partnership from the applicable Fund General Partner that are attributable to Carried Interest Revenues.
Section 3.2      Rights of Partners in Capital
(a)      No Partner shall be entitled to interest on any capital contributions to the Partnership.
(b)      No Partner shall have the right to distributions or the return of any contribution to the capital of the Partnership except (i) for distributions in accordance with Section 4.1 or (ii) upon the winding up and dissolution of the Partnership. The entitlement to any such return at such time shall be limited to the value of the Capital Account of the Partner. The General Partner shall not be liable for the return of any such amounts.
Section 3.3      Capital Accounts


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(a)      The Partnership shall maintain for each Partner a separate Capital Account in accordance with the provisions of Treas. Reg. Section 1.704-1(b)(2)(iv) and, to the extent consistent with such provisions, the terms of this Agreement.
(b)      Each Partner’s Capital Account shall have an initial balance of zero.
(c)      Each Partner’s Capital Account shall be increased by the sum of:
(i)      the amount of cash and the net value of any securities or other property constituting additional contributions by such Partner to the capital of the Partnership permitted pursuant to Section 3.1; plus
(ii)      the portion of any Operating Profit allocated to such Partner’s Capital Account pursuant to Section 3.4; plus
(iii)      such Partner’s allocable share of any decreases in any reserves recorded by the Partnership pursuant to Section 3.8 and any receipts determined to be applicable to a prior period pursuant to Section 3.8(b), to the extent the General Partner determines that, pursuant to any provision of this Agreement, such item is to be credited to such Partner’s Capital Account on a basis which is not in accordance with the current respective Points of all Partners; plus
(iv)      such Partner’s allocable share of any increase in Book-Tax Difference.
(d)      Each Partner’s Capital Account shall be reduced by the sum of (without duplication):
(i)      the portion of any Operating Loss allocated to such Partner’s Capital Account pursuant to Section 3.4; plus
(ii)      the amount of any cash and the net value of any property distributed to such Partner pursuant to Section 4.1 or Section 8.1, including any amount deducted pursuant to Section 4.2 or Section 5.4 from any such amount distributed; plus
(iii)      any withholding taxes or other items payable by the Partnership and allocated to such Partner pursuant to Section 5.4(b), any increases in any reserves recorded by the Partnership, to the extent the General Partner determines that, pursuant to any provision of this Agreement, such item is to be charged to such Partner’s Capital Account on a basis which is not in accordance with the current respective Points of all Partners; plus
(iv)      such Partner’s allocable share of any decrease in Book-Tax Difference.
(e)      If securities and/or other property are to be distributed in kind to the Partners or Retired Partners, including in connection with a liquidation pursuant to Section 8.1, they


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shall first be written up or down to their fair market value as of the date of such distribution, thus creating gain or loss for the Partnership, and the value of the securities and/or other property received by each Partner and each Retired Partner as so determined shall be debited against such Person’s Capital Account at the time of distribution.
(f)      Within each Capital Account a separate sub-account may be established by the General Partner for each Class or tranche of Interests held by each Partner.
(g)      The General Partner, in its capacity as the general partner of the GCP II Intermediate Pooling Vehicles, may elect to further establish a notional capital account at the level of each such GCP II Intermediate Pooling Vehicle to correspond with each capital account or sub-account established at the level of the Partnership and the tranches or Classes of Interests established at the level of the Partnership.
Section 3.4      Allocation of Profit and Loss
(a)      Operating Profit or Operating Loss for any Fiscal Year shall be allocated to the Partners so as to produce Capital Accounts for the Partners (such Capital Accounts computed after taking into account any other Operating Profit or Operating Loss for the Fiscal Year in which such event occurred and all distributions pursuant to Article 4 with respect to such Fiscal Year and after adding back each Partner’s share, if any, of Partner Nonrecourse Debt Minimum Gain, as defined in Treasury Regulations Sections 1.704 - 2(b)(2) and 1.704 - 2(i), or Partnership Minimum Gain, as defined in Treasury Regulations Sections 1.704 - 2(b)(2) and 1.704 - 2(d)) such that a distribution of an amount of cash equal to such Capital Account balances in accordance with such Capital Account balances would be in the amounts, sequence and priority set forth in Article 4; provided , however , that the General Partner may allocate Operating Profit and Operating Loss and items thereof in such other manner as it determines in its sole and absolute discretion to be appropriate to reflect the Partners’ interests in the Partnership, including with respect to Operating Profit that relates to a particular Fund Investment, is borne by the Limited Partners. Income, gains and loss associated with a Book-Tax Difference shall be allocated to the Limited Partners that are entitled to a share of such Book-Tax Difference consistent with the account maintained by the General Partner pursuant to the definition of “Book-Tax Difference” and in the manner in which cash or property associated with such Book-Tax Difference is required to be distributed pursuant to the proviso of Section 4.1(a).
(b)      To the extent that the allocations of Operating Loss contemplated by Section 3.4(a) would cause the Capital Account of any Limited Partner to be less than zero, such Operating Loss shall to that extent instead be allocated to and debited against the Capital Account of the General Partner (or, at the direction of the General Partner, to those Limited Partners who are limited partners of the General Partner in proportion to their limited partnership interests in the General Partner). Following any such adjustment pursuant to this Section 3.4(b) with respect to any Limited Partner, any Operating Profit for any subsequent Fiscal Year which would otherwise be credited to the Capital Account of such Limited Partner pursuant to Section 3.4(a) shall instead be credited to the Capital Account of the General Partner (or relevant Limited Partners) until the cumulative amounts so credited to the Capital Account of the General Partner (or relevant Limited Partners) with respect to such Limited Partner pursuant to Section 3.4(b) is equal to the cumulative amount debited against the Capital Account of the General Partner (or relevant Limited Partners) with respect to such Limited Partner pursuant to Section 3.4(b).
(c)      Each Limited Partner’s rights and entitlements as a Limited Partner are limited to the rights to receive allocations and distributions of Operating Profit expressly conferred by this Agreement and any Other Agreement entered into pursuant to Section 9.1(b) and the other rights expressly conferred by this Agreement and any such Other Agreement or required by the Partnership Law, and a Limited Partner shall not be entitled to any other allocations, distributions or payments in respect of his interest, or to have or exercise any other rights, privileges or powers.
(d)      For purposes of Section 3.4(a), the General Partner may determine, in its sole and absolute discretion, to allocate any increase in value of the Partnership’s assets pursuant to the definition of “Carrying Value” solely to the Limited Partners that are entitled to a Catch Up Amount ( pro rata based on any method the General Partner determines is reasonable), or to specially allocate Operating Profit to such Limited Partners, or a combination thereof, until such Limited Partners have received an allocation equal to the Catch Up Amount.


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(e)      Operating Profit and Operating Loss shall be determined on a daily, monthly or other basis, as reasonably approved by the General Partner using any permissible method under Section 706 and the Treasury Regulations thereunder. If any Limited Partner shall be admitted to the Partnership, retire from the Partnership or assigned additional Points at different times during the Partnership’s Fiscal Year, Operating Profit or Operating Loss shall be allocated among the Limited Partners on such proper basis as the General Partner shall determine consistent with the applicable requirements under Section 706 of the Code.
Section 3.5      Tax Allocations
(a)      For United States federal, state and local income tax purposes, Partnership income, gain, loss, deduction or credit (or any item thereof) for each Fiscal Year shall be allocated to and among the Partners in order to reflect the allocations of Operating Profit and Operating Loss pursuant to the provisions of Section 3.4 for such Fiscal Year; provided that any taxable income or loss associated with any Book-Tax Difference shall be allocated for tax purposes in accordance with the principles of Section 704(c) of the Code in any such manner (as is permitted under that Code Section and the Treasury Regulations promulgated thereunder) as determined by the General Partner in its sole and absolute discretion.
(b)      If any Partner or Partners are treated for United States federal income tax purposes as realizing ordinary income because of receiving interests in the Partnership (whether under Section 83 of the Code or under any similar provision of any law, rule or regulation) and the Partnership is entitled to any offsetting deduction (net of any income realized by the Partnership as a result of such receipt), the Partnership’s net deduction shall be allocated to and among the Partners in such manner as to offset, as nearly as possible, the ordinary income realized by such Partner or Partners.


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Section 3.6      Tax Treatment of Interests in the Partnership
(a)      The Partnership and each Partner agree to treat the Interests as a “ Profits Interest ” with respect to the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343. In accordance with Rev. Proc. 2001-43, 2001-2 C.B. 191, the Partnership shall treat a Partner holding an Interest as the owner of such Interest from the date such Interest was issued, and shall file its IRS form 1065, and issue appropriate Schedule K-1s to such Partner, allocating to such Partner its distributive share of all items of income, gain, loss, deduction and credit associated with such Interest as if it were fully vested. Each such Partner agrees to take into account such distributive share in computing its United States federal income tax liability for the entire period during which it holds the Interest. Except as required pursuant to a “ Determination ” as defined in Section 1313(a) of the Code, none of the Partnership or any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Interest issued to a Partner in respect of the Partnership, either at the time of grant of the Interest, or at the time the Points assigned to the holder of the Interest become substantially vested. The undertakings contained in this Section 3.6 shall be construed in accordance with Section 4 of Rev. Proc. 2001-43. The provisions of this Section 3.6 shall apply regardless of whether or not the holder of an Interest files an election pursuant to Section 83(b) of the Code. This Section 3.6 shall apply only to an Interest granted while Rev. Proc. 93-27, 1993-2 C.B. 343 and Rev. Proc. 2001-43, 2001-2 C.B. 191, remain in effect.
(b)      The Partners agree that, in the event the Safe Harbor Regulation is finalized, the Partnership shall be authorized and directed to make the Safe Harbor Election, and the Partnership and each Partner (including any Person to whom an interest in the Partnership is transferred in connection with the performance of services) agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services while the Safe Harbor Election remains effective. The General Partner shall be authorized to (and shall) prepare, execute, and file the Safe Harbor Election. The General Partner shall cause the Partnership to make any allocations of items of income, gain, loss, deduction or expense (including forfeiture allocations) necessary or appropriate to effectuate and maintain the Safe Harbor Election.
Section 3.7      AEOI
(a)      Each Limited Partner:
(i)      shall provide, in a timely manner, such information regarding the Limited Partner and its beneficial owners and such forms or documentation as may be requested from time to time by the General Partner or the Partnership to enable the Partnership to comply with the requirements and obligations imposed on it pursuant to AEOI;
(ii)      acknowledges that any such forms or documentation requested by the Partnership or its agents pursuant to clause (i), or any financial or account information with respect to the Limited Partner’s investment in the Partnership, may be disclosed to any Governmental Authority which collects information in accordance with


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AEOI and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Partnership;
(iii)      shall waive, and/or shall cooperate with the Partnership to obtain a waiver of, the provisions of any law which prohibits the disclosure by the Partnership, or by any of its agents, of the information or documentation requested from the Limited Partner pursuant to clause (i), prohibits the reporting of financial or account information by the Partnership or its agents required pursuant to AEOI or otherwise prevents compliance by the Partnership with its obligations under AEOI;
(iv)      acknowledges that, if it provides information and documentation that is in anyway misleading, or it fails to provide the Partnership or its agents with the requested information and documentation necessary, in either case, to satisfy the Partnership’s obligations under AEOI, the Partnership may (whether or not such action or inaction leads to compliance failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax or other penalties under AEOI) take any action and/or pursue all remedies at its disposal, including compulsory withdrawal of the Limited Partner, and may hold back from any withdrawal proceeds, or deduct from the Limited Partner’s Capital Account, any liabilities, costs, expenses or taxes caused (directly or indirectly) by the Limited Partner’s action or inaction; and
(v)      shall have no claim against the Partnership, or its agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Partnership in order to comply with AEOI.
(b)      The Limited Partner hereby indemnifies the General Partner and the Partnership and each of their respective partners, members, managers, officers, directors, employees and agents and holds them harmless from and against any AEOI-related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses), penalties or taxes whatsoever which such Person may incur as a result of any action or inaction (directly or indirectly) of such Limited Partner (or any Related Party) described in Section 3.7(a)(i) through (iv). This indemnification shall survive the Limited Partner’s death or disposition of its interests in the Partnership.
Section 3.8      Reserves; Adjustments for Certain Future Events
(a)      Appropriate reserves may be created, accrued and charged against the Operating Profit or Operating Loss for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General Partner or as of each other date as the General Partner deems appropriate, such reserves to be in the amounts which the General Partner deems necessary or appropriate (whether or not in accordance with generally accepted accounting principles). The General Partner may increase or reduce any such reserve from time to time by such amounts as the General Partner deems necessary or appropriate. The amount of any such reserve, or any increase or decrease therein, shall be proportionately charged or credited, as appropriate, to the Capital Accounts of those Persons who are Partners at the time when such reserve is created, increased or decreased, as the case may be, in proportion to their respective


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Points at such time; provided that the amount of such reserve, increase or decrease may instead be charged or credited to those Persons who were Partners at the time, as determined by the General Partner, of the act or omission giving rise to the contingent liability for which the reserve item was established in proportion to their respective Points at that time. The amount of any such reserve charged against the Capital Account of a Partner shall reduce the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof; and the amount of any such reserve credited to the Capital Account of a Partner shall increase the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof.
(b)      If at any time an amount is paid or received by the Partnership and such amount was not accrued or reserved for but would nevertheless, in accordance with the Partnership’s accounting practices, be treated as applicable to one or more prior periods, then such amount may be proportionately charged or credited by the General Partner, as appropriate, to those Persons who were Partners during such prior period or periods, based on each such Partner’s Points for such applicable period.
(c)      If any amount is required by Section 3.8(a) or (b) to be credited to a Person who is no longer a Partner, such amount shall be paid to such Person in cash, with interest from the date on which the General Partner determines that such credit is required at the Reference Rate in effect on that date. Any amount required to be charged pursuant to Section 3.8(a) or (b) shall be debited against the current balance in the Capital Account of the affected Partners. To the extent that the aggregate current Capital Account balances of such affected Partners are insufficient to cover the full amount of the required charge, the deficiency shall be debited against the Capital Accounts of the other Partners in proportion to their respective Capital Account balances at such time; provided that each such other Partner shall be entitled to a preferential allocation, in proportion to and to the extent of such other Partner’s share of any such deficiency, together with a carrying charge at a rate equal to the Reference Rate, of any Operating Profit that would otherwise have been allocable after the date of such charge to the Capital Accounts of the affected Partners whose Capital Accounts were insufficient to cover the full amount of the required charge. In no event shall a current or former Partner be obligated to satisfy any amount required to be charged pursuant to Section 3.8(a) or (b) other than by means of a debit against such Partner’s Capital Account.
Section 3.9      Finality and Binding Effect of General Partner’s Determinations
All matters concerning the determination, valuation and allocation among the Partners with respect to any profit or loss of the Partnership and any associated items of income, gain, deduction, loss and credit, pursuant to any provision of this Article 3, including any accounting procedures applicable thereto, shall be determined by the General Partner unless specifically and expressly otherwise provided for by the provisions of this Agreement, and such determinations and allocations shall be final and binding on all the Partners.
ARTICLE 4     
DISTRIBUTIONS
Section 4.1      Distributions


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(a)      The General Partner shall use reasonable efforts to cause the Partnership to distribute, as promptly as reasonably practicable after receipt by the Partnership (not more frequently than quarterly), any available cash or property attributable to items included in the determination of Operating Profit and Book-Tax Difference, subject to the provisions of the applicable Fund LP Agreements and the retention of such reserves as the General Partner considers appropriate for purposes of the prudent and efficient financial operation of the Partnership’s business including in accordance with Section 3.8. Any such distributions shall be made to the Limited Partners separately with respect to the Interests held by the applicable Limited Partners in the particular Class or tranche of Interests to which such distributions relate in proportion to the respective Points of such Limited Partners with respect to such Class or tranche of Interests, determined (i) in the case of any amount of cash or property received from any of the applicable Fund General Partners that is attributable to the disposition of a Portfolio Investment by the applicable Fund, as of the date of such disposition by such Fund, and (ii) in any other case, as of the date of receipt of such cash or property by the Partnership, in each case, as determined by the General Partner; provided , however , that any cash or other property that the General Partner determines is attributable to a Book-Tax Difference shall be distributed to the Limited Partners that are entitled to a share of such Book-Tax Difference pursuant to the definition of “Book-Tax Difference,” with any such distribution to be in the proportion that each such Limited Partner’s allocated share of the applicable Book-Tax Difference bears to the total Book-Tax Difference of the asset giving rise to the cash or property.
(b)      Distributions of amounts attributable to Operating Profit and Book-Tax Difference shall be made in cash; provided , however , that if the Partnership receives a distribution from a Fund General Partner in the form of property other than cash, the General Partner may distribute such property in kind to Partners in proportion to their respective Points pertaining to the Class or tranche of Interests to which such distributions relate.
(c)      Any distributions or payments in respect of the interests of Limited Partners unrelated to Operating Profit or Book-Tax Difference shall be made at such time, in such manner and to such Limited Partners as the General Partner shall determine.
(d)      (i)    Except as the General Partner otherwise may determine, any Limited Partner whose admission to the Partnership causes an adjustment to Carrying Values pursuant to the definition of “Carrying Value” (a “ Newly-Admitted Limited Partner ”) shall have the right to receive a special distribution of the Catch Up Amount. Any such special distribution of the Catch Up Amount shall be in addition to the distributions to which the Newly-Admitted Limited Partner is entitled pursuant to Section 4.1(a) and shall be made to the Newly-Admitted Limited Partner (or, if there is more than one such Newly-Admitted Limited Partner, pro rata to all such Newly-Admitted Limited Partners based on the aggregate amount of such distributions each such Newly-Admitted Limited Partner has not yet received), after the distribution of any amounts attributable to Book-Tax Differences pursuant to the proviso of Section 4.1(a), from amounts otherwise distributable to the other Limited Partners from whom or from which the Points allocated to such Newly-Admitted Limited Partner(s) were reallocated, and shall reduce the amounts distributable to such other Limited Partners pursuant to Section 4.1(a), until each applicable Newly-Admitted Limited Partner has received an amount equal to the applicable Catch Up Amount. Any


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such Catch Up Amount shall be determined by the General Partner, and the General Partner may determine any such Catch Up Amount separately with respect to any Class or tranche of Interests, in each case, in its sole and absolute discretion.
(ii)    The General Partner may determine to provide for a special distribution of a Catch Up Amount in connection with a reallocation of Points pursuant to Article 7 other than in connection with the admission to the Partnership of a Newly-Admitted Limited Partner if the General Partner reasonably believes such an adjustment to Carrying Values is required in order for the Interest, as affected by the reallocation of Points, to continue to be treated as profits interests for U.S. federal income tax purposes.
(iii)    Any reallocation of Points pursuant to Article 7 shall include the right to receive any Catch Up Amount associated with such Points.
(e)      Cash or property that the General Partner determines is associated with Operating Profit that has been specially allocated to a Limited Partner shall be distributed to such Limited Partner.   The General Partner, in its sole and absolute discretion, shall make such determinations regarding distributions of cash and property that it determines are associated with such special allocations as are necessary to ensure that the manner in which distributions are made is consistent with the purpose, and benefits and burdens, of such special allocations.
(f)      Notwithstanding anything to the contrary in this Agreement, if the General Partner determines, in its sole and absolute discretion, that all or a portion of the cash or property received by the Partnership from a GCP II Intermediate Pooling Vehicle constitutes cash or property which the Partnership (or such GCP II Intermediate Pooling Vehicle) is not entitled to receive pursuant to the governing documents of the applicable Fund General Partner or otherwise, then the General Partner may, in its sole and absolute discretion, cause the Partnership (or cause the general partner of such GCP II Intermediate Pooling Vehicle to cause such GCP II Intermediate Pooling Vehicle) to return such cash or property to such Fund General Partner, or otherwise make such adjustments as it deems necessary or advisable such that the Partnership (or such GCP II Intermediate Pooling Vehicle) shall not receive the economic benefits associated with the receipt of such cash or property.


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Section 4.2      Withholding of Certain Amounts
(a)      If the Partnership incurs a withholding or other tax obligation (a “ Tax Obligation ”) with respect to the share of Partnership income allocable to any Partner (including pursuant to section 6225 of the BBA Audit Rules), then the General Partner, without limitation of any other rights of the Partnership, may cause the amount of such Tax Obligation to be debited against the Capital Account of such Partner when the Partnership pays such Tax Obligation, and any amounts then or thereafter distributable to such Partner shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such then distributable amounts, then such Partner and any successor to such Partner’s interest shall indemnify and hold harmless the Partnership and the General Partner against, and shall pay to the Partnership as a contribution to the capital of the Partnership, upon demand of the General Partner, the amount of such excess.
(b)      If a Tax Obligation is required to be paid by the Partnership (including with respect to a tax liability imposed under section 6225 of the BBA Audit Rules) and the General Partner determines that such amount is allocable to the interest in the Partnership of a Person that is at such time a Partner, such Tax Obligation shall be treated as being made on behalf of or with respect to such Partner for purposes of this Section 4.2(b) whether or not the tax in question applies to a taxable period of the Partnership during which such Partner held an interest in the Partnership. To the extent that any liability with respect to a Tax Obligation (including a liability imposed under section 6225 of the BBA Audit Rules) relates to a former Partner that has withdrawn (including compulsorily pursuant to Section 3.7), sold, assigned, pledged, mortgaged, charged, or otherwise transferred all or a part of its interest in the Partnership, such former Partner (which in the case of a partial withdrawal, sale, assignment, pledge, mortgage, charge or other transfer shall include a continuing Partner with respect to the portion of its interests in the Partnership so withdrawn, sold, assigned, pledged, mortgaged, charged or transferred) shall indemnify the Partnership for its allocable portion of such liability, unless otherwise agreed to by the General Partner in writing. Each Partner acknowledges that, notwithstanding the sale, assignment, pledge, mortgage, charge, or other transfer of all or any portion of its interest in the Partnership, it may remain liable, pursuant to this Section 4.2(b), for tax liabilities with respect to its allocable share of income and gain of the Partnership for the Partnership’s taxable years (or portions thereof) prior to such sale, assignment, pledge, mortgage, charge, or other transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules).
(c)      The General Partner may (i) withhold from any distribution to any Limited Partner pursuant to this Agreement and (ii) arrange the withholding from any distribution from any Co-Investors (A) Entity to such Limited Partner any other amounts due from such Limited Partner or a Related Party (without duplication) to the Partnership, any Co-Investors (A) Entity or to any other Affiliate of AGM pursuant to any binding agreement or published policy to the extent not otherwise paid. Any amounts so withheld shall be applied by the General Partner to discharge the obligation in respect of which such amounts were withheld.
Section 4.3      Limitation on Distributions
Notwithstanding any provision to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not make a distribution to any Partner on account of his interest in the Partnership if such distribution would violate the Partnership Law or other applicable law.
Section 4.4      Distributions in Excess of Basis
Notwithstanding anything in this Agreement to the contrary, the General Partner may refrain from making, at any time prior to the commencement of the winding up of the Partnership, all or any portion of any cash distribution that otherwise would be made to a Partner or Retired Partner, if such distribution would exceed such Person’s United States federal income tax basis in the Partnership. Any amount that is not distributed to a Partner or Retired Partner due to the preceding sentence, as determined by the General Partner, either shall be retained by the Partnership on such Person’s behalf or loaned to such Person. Subject to the first sentence of this Section 4.4, 100% of any or all subsequent cash distributions shall be distributed to such Person (or, if there is more than one such Person, pro rata to all such Persons based on the aggregate amount of distributions each such Person has not yet received) until each such Person has received the same aggregate amount of distributions such Person would have received had distributions to such Person not been deferred pursuant to this Section 4.4. If any amount is loaned to a Partner or Retired Partner pursuant to this Section 4.4, (a) any amount thereafter distributed to such Person shall be applied to repay the principal amount of such loan, and (b) interest, if any, accrued or received by the Partnership on such loan shall be allocated and distributed to such Person. Any such loan shall be repaid no later than immediately prior to the winding up of the Partnership. Until such repayment, for purposes of any determination hereunder based on amounts distributed to a Person, the principal amount of such loan shall be treated as having been distributed to such Person.

ARTICLE 5     
MANAGEMENT


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Section 5.1      Rights and Powers of the General Partner
(a)    Subject to the terms and conditions of this Agreement, the General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership and (ii) for the conduct of the business and affairs of the Partnership.
(b)      Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the governing documents of the GCP II Intermediate Pooling Vehicles and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Partnership Law shall be construed as being exercisable by the General Partner in its sole and absolute discretion.
(c)      With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Applicable Tax Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns,


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defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership or the General Partner, and undertake any action reasonably requested by the Partnership or the General Partner, in connection with any elections made by the Applicable Tax Representative or as determined to be reasonably necessary by the Applicable Tax Representative under the BBA Audit Rules.
(d)      Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the exclusive authority to make any elections required or permitted to be made by the Partnership under any provisions of the Code or any other law.
Section 5.2      Delegation of Duties
(a)      Subject to Section 5.1, the General Partner may delegate to any Person or Persons any of the duties, powers and authority vested in it hereunder on such terms and conditions as it may consider appropriate.
(b)      Without limiting the generality of Section 5.2(a), the General Partner shall have the power and authority to appoint any Person, including any Person who is a Limited Partner, to provide services to and act as an employee or agent of the Partnership and/or General Partner, with such titles and duties as may be specified by the General Partner; provided that such services and activities fall within the “safe harbor” provisions set out in Section 20(2) of the Partnership Law or otherwise do not cause such Limited Partner to take part in the conduct of the business of the Partnership. Any Person appointed by the General Partner to serve as an employee or agent of the Partnership shall be subject to removal at any time by the General Partner; and shall report to and consult with the General Partner at such times and in such manner as the General Partner may direct.
(c)      Any Person who is a Limited Partner and to whom the General Partner delegates any of its duties pursuant to this Section 5.1(c) or any other provision of this Agreement shall be subject to the same standard of care, and shall be entitled to the same rights of indemnification and exoneration, applicable to the General Partner under and pursuant to Section 5.7, unless such Person and the General Partner mutually agree to a different standard of care or right to indemnification and exoneration to which such Person shall be subject.
Section 5.3      Transactions with Affiliates
To the fullest extent permitted by applicable law, the General Partner (or any Affiliate of the General Partner), when acting on behalf of the Partnership, is hereby authorized to (a) purchase property from, sell property to, lend money to or otherwise deal with any Affiliates, any Limited Partner, the Partnership, any of the Fund General Partners or Funds or any Affiliate of any of the foregoing Persons, and (b) obtain services from any Affiliates, any Limited Partner, the Partnership, any of the Fund General Partners or Funds or any Affiliate of the foregoing Persons.
Section 5.4      Expenses
(a)      The Partnership shall bear all ordinary course costs and expenses arising in connection with the organization and operations of the Partnership; provided , that the General Partner may, in its sole and absolute discretion, allocate certain costs or expenses to a particular Class or tranche of Interests, in which case only the Limited Partners holding Interests in respect of such Class or tranche shall bear such costs or expenses.
(b)      Any withholding taxes payable by the Partnership, to the extent determined by the General Partner to have been paid or withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Partners, shall be allocated among and debited against the Capital Accounts of only those Partners on whose behalf such payments are made or whose particular circumstances gave rise to such payments in accordance with Section 4.2.
Section 5.5      Rights of Limited Partners
(a)      Limited Partners shall have no right to take part in the management, control or conduct of the Partnership’s business, nor shall they have any right or authority to act for the Partnership or to vote on matters other than as set forth in this Agreement or as required by applicable law.
(b)      Without limiting the generality of the foregoing and to the maximum extent permitted under the Partnership Law, the General Partner shall have the full and exclusive authority, without the consent of any Limited Partner, to compromise the obligation of any Limited Partner to make a capital contribution or to return money or other property paid or distributed to such Limited Partner.
(c)      Nothing in this Agreement shall entitle any Partner to any compensation for services rendered to or on behalf of the Partnership as an agent or in any other capacity, except for any amounts payable in accordance with this Agreement.
(d)      Subject to the Fund LP Agreements and to full compliance with AGM’s code of ethics and other written policies relating to personal investment transactions, admission into the Partnership as a Limited Partner of the Partnership shall not prohibit a Limited Partner from purchasing or selling as a passive investor any interest in any asset.
Section 5.6      Other Activities of General Partner
Nothing in this Agreement shall prohibit the General Partner from engaging in any activity other than acting as General Partner hereunder.
Section 5.7      Duty of Care; Indemnification
(a)      The General Partner (including for this purpose each former and present director, officer, stockholder, partner, member, manager or employee of the General


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Partner), the Tax Matters Partner, the Partnership Representative, and each Limited Partner (including any former Limited Partner) in his capacity as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities, whether or not a Retired Partner (each, a “ Covered Person ” and collectively, the “ Covered Persons ”), shall not be liable to the Partnership or to any of the other Partners for any loss, claim, damage, liability or expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (collectively, “ Losses ”) occasioned by any acts or omissions in the performance of his services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such Losses are due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected any Fund and that failed to satisfy the duty of care owed pursuant to the applicable Fund LP Agreement or as otherwise required by law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any Losses incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or his activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any Governmental Authority to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner, the Tax Matters Partner, the Partnership Representative, or a Limited Partner or by reason of serving or having served, at the request of any Fund General Partner, as a director, officer, consultant, advisor, manager, stockholder, member or partner of any enterprise in which any of the Funds has or had a financial interest, including issuers of Portfolio Investments; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that his acts or his failure to act (i) were in bad faith or with criminal intent or (ii) were of a nature that makes indemnification by the Funds unavailable. The right to indemnification granted by this Section 5.7 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the Final Adjudication of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that he is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 5.7, and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 5.7. In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 5.7 or to which it may be otherwise entitled except out of the assets of the Partnership (including insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity


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or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Article 5 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder. Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Article 5, may enforce any rights granted to it pursuant to this Agreement in its own right as if it were a party to this Agreement, and shall be entitled to the benefit of the indemnity granted to the Partnership by each of the Funds pursuant to the terms of the Fund LP Agreements, except to the extent otherwise determined by the General Partner, in its sole and absolute discretion.
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for his good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.
(d)      To the fullest extent permitted by law, notwithstanding any of the foregoing provisions of this Section 5.7, the Partnership may but shall not be required to indemnify (i) a Retired Partner (or any other former Limited Partner) with respect to any claim for indemnification or advancement of expenses arising from any conduct occurring more than six months after the date of such Person’s retirement (or other withdrawal or departure), or (ii) a Limited Partner with respect to any claim for indemnification or advancement of expenses as a director, officer or agent of the issuer of any Portfolio Investment to the extent arising from conduct in such capacity occurring more than six months after the complete disposition of such Portfolio Investment by the applicable Fund.
ARTICLE 6     
ADMISSIONS, TRANSFERS AND WITHDRAWALS
Section 6.1      Admission of Additional Limited Partners; Effect on Points

(a)      The General Partner may at any time admit as an additional Limited Partner any Person who has agreed to be bound by this Agreement and may assign Points to such Person and/or increase the Points of any existing Limited Partner, in each case, subject to and in accordance with Section 7.1. Notwithstanding anything to the contrary in this Agreement, an assignment of Points to a Limited Partner in one year shall not create an entitlement to, or an expectation of, an assignment or allocation of additional Points to such Limited Partner at any subsequent time.
(b)      Each additional Limited Partner shall execute either this Agreement or a separate instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s


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intent to become a Limited Partner and to adhere to and be bound by the provisions of this Agreement, and shall be admitted as a Limited Partner upon such execution.
Section 6.2      Admission of Additional General Partner
The General Partner may admit one or more additional general partners at any time without the consent of any Limited Partner. Any additional general partner shall be admitted as a general partner upon its execution of a written instrument to this Agreement, in a form satisfactory to the General Partner, pursuant to which such person undertakes and agrees to become a General Partner of the Partnership. The incumbent General Partner shall make such filings with the Registrar as are necessary pursuant to the Partnership Law to effect the admission of any general partner to the Partnership.
Section 6.3      Transfer of Interests of Limited Partners
(a)      No voluntary Transfer of any Limited Partner’s interest in the Partnership shall be valid or effective, and no transferee shall become a substituted Limited Partner. In the event of any involuntary Transfer, all of the conditions of the remainder of this Section 6.3 must be satisfied. Any interest in the Partnership that is the subject of a Transfer that does not satisfy the requirements of this Section 6.3 shall be immediately forfeited for no consideration.
(b)      A Limited Partner or his legal representative shall give the General Partner notice within 30 days after any involuntary Transfer, and shall provide sufficient information to allow legal counsel acting for the Partnership to make the determination that the proposed Transfer will not result in any of the following consequences:
(i)      require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ii)      result in a termination of the Partnership under Section 708(b)(1)(B) of the Code or jeopardize the status of the Partnership as a partnership for United States federal income tax purposes; or
(iii)      violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or regulation of any jurisdiction.
Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner and such Transfer shall be subject to approval by the General Partner.
(c)      If any Transfer shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner may require one or more trustees or nominees whose names will be entered in the Register of Partners, to be designated to hold the legal title to the interest and to represent the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for


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the purpose of exercising the rights which the transferees have pursuant to the provisions of this Agreement. The Partnership shall not otherwise be required to recognize any trust or other beneficial ownership of any interest.
(d)      A transferee shall not be entitled to any rights of a Limited Partner other than to the allocations and distributions attributable to the economic interest in the Partnership transferred to such transferee. No transferee may become a substituted Limited Partner except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner). Such transferee shall be admitted to the Partnership as a substituted Limited Partner upon execution of a deed of adherence or other written instrument, in a form satisfactory to the General Partner, to this Agreement pursuant to which such transferee undertakes and agrees to become a Limited Partner of the Partnership and to adhere to and be bound by the provisions of this Agreement on admission as a Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of Transfer has been received and accepted by the Partnership and recorded on the Register of Partners and the effective date of the Transfer has passed.
(e)      Any other provision of this Agreement to the contrary notwithstanding, to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.3, the General Partner may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement.
(f)      In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, at the direction of the General Partner, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable Treasury Regulations, to cause the basis of the Partnership’s assets to be adjusted as provided by Section 734 or 743 of the Code.
(g)      The Partnership shall maintain books for the purpose of registering the Transfer of partnership interests in the Partnership. No Transfer of a partnership interest shall be effective until the Transfer of the partnership interest is registered by the General Partner on the Register of Partners.
(h)      Any Limited Partner which shall Transfer all of its interest in the Partnership shall cease to be a Limited Partner; provided that such Limited Partner shall remain liable to the Partnership as contemplated by Section 4.2(b) and shall, if requested by the General Partner, expressly acknowledge such liability in such agreements as may be entered into by such Limited Partner in connection with such Transfer.
Section 6.4      Withdrawal of Partners


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A Partner in the Partnership may not voluntarily withdraw from the Partnership prior to its dissolution unless so required by the General Partner pursuant to Section 7.2(a)(i)(B). For the avoidance of doubt, any Limited Partner who transfers to a Related Party such Limited Partner’s entire remaining entitlement to allocations and distributions shall remain a Limited Partner, notwithstanding the admission of the transferee Related Party as a Limited Partner, for as long as the transferee Related Party remains a Limited Partner.
Section 6.5      Pledges or Charges
A Limited Partner shall not pledge, charge or grant a security interest in such Limited Partner’s interest in the Partnership.
ARTICLE 7     
ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS
AND RETIREMENT OF PARTNERS
Section 7.1      Allocation of Points
(a)    Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner at any time; provided that (i) if the General Partner or its designee determines that a Limited Partner has engaged in Bad Acts or violated any of his restrictive covenants in favor of AGM or any of its Affiliates, such Limited Partner’s Points shall be forfeited as of the date of such engagement or violation determined by the General Partner, and (ii) the allocation or reallocation of Points will be on such terms as are consistent with the treatment of the Points as profits interests for U.S. federal income tax purposes. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Points issued in respect of a particular Class or tranche of Interests shall constitute a “single” pool and entitle the holders hereof to share in all of the Operating Profit and Operating Loss of the Partnership attributable to such Class or tranche of Interests, howsoever derived, on the terms and conditions set forth herein. As of the date hereof, sixty thousand (60,000) Points are reserved for allocation and such number of aggregate Points so reserved shall not be increased or reduced unless otherwise determined by the General Partner.
(b)      Unless otherwise agreed by the General Partner, as a condition to the continued holding by a Limited Partner of any Points, concurrently with the Partnership’s becoming a partner or member of any Fund General Partner after the date hereof, each such Limited Partner shall execute and deliver to the General Partner (or, to the extent provided in an Award Letter or Other Agreement, by filing an election under section 83(b) of the Code, consent to a power of attorney authorizing the General Partner to execute on the Limited Partner’s behalf) the following documents, in form and substance satisfactory to the General Partner: (A) a guarantee or guarantees, for the benefit of such Fund’s investors, of such Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and/or (B) an undertaking to reimburse any


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Affiliate of AGM for any payment made by it that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; it being understood that any of the documents contemplated by the foregoing clauses (A) and (B) may authorize the General Partner or its Affiliate to set-off any such Clawback Payment against distributions otherwise payable to such Limited Partner in respect of its Interests in the Partnership or any other Fund with respect to which such Limited Partner has a direct or indirect interest in the Carried Interest Revenues with respect to such Fund.
(c)      Any change to a Limited Partner’s Points pursuant to this Agreement or such Limited Partner’s Award Letter shall apply on a prospective basis only, from and after the effective date of such change.
(d)      The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction.
(e)      Any Points that are forfeited under this Agreement or a Limited Partner’s Award Letter may be reallocated by the General Partner, in its sole and absolute discretion, to APH or any other Person or Persons. Unless otherwise provided by the General Partner, forfeited Points shall be deemed reallocated to APH.
Section 7.2      Retirement of Partner
(a)    A Limited Partner shall become a Retired Partner upon:
(i)      delivery to such Limited Partner of a notice by the General Partner (A) terminating such Limited Partner’s employment by AGM or an Affiliate thereof, unless otherwise determined by the General Partner or (B) requiring that such Limited Partner withdraw from the Partnership;
(ii)      delivery by such Limited Partner of at least 90 days’ prior written notice to the General Partner, AGM or an Affiliate thereof stating that such Limited Partner elects to resign from or otherwise terminate his employment by or service to AGM or an Affiliate thereof; or
(iii)      the death of the Limited Partner, whereupon the estate of the deceased Limited Partner shall be treated as a Retired Partner in the place of the deceased Limited Partner, or the Disability of the Limited Partner.
(b)      Nothing in this Agreement shall obligate the General Partner to treat Retired Partners alike, and the exercise of any power or discretion by the General Partner in the case of any one such Retired Partner shall not create any obligation on the part of the General Partner to take any similar action in the case of any other such Retired Partner; it being understood that any


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power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each such Retired Partner separately.
Section 7.3      Effect of Retirement on Points
(a)    The consequences of a Limited Partner’s retirement on his Points shall be set forth in such Limited Partner’s Award Letter(s).
(b)      The right of any Retired Partner to receive distributions pursuant to this Agreement or such Retired Partner’s Award Letter(s) shall be subject to the provision by the General Partner for all liabilities of the Partnership and for reserves for contingencies.

ARTICLE 8     
WINDING UP AND DISSOLUTION
Section 8.1      Winding Up and Dissolution of Partnership
(a)    The General Partner, except, where the General Partner is unable to perform this function, a liquidator elected by a majority in interest (determined by Points) of Limited Partners, shall commence the winding-up of the Partnership pursuant to the Partnership Law upon the occurrence of any Winding-Up Event. The General Partner or appointed liquidator shall terminate the business and administrative affairs of the Partnership and commence the winding up of the Partnership’s assets.
(b)      Operating Profit and Operating Loss during the Fiscal Years that include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from liquidation shall be distributed in the following manner:
(i)      first , the debts, liabilities and obligations of the Partnership, including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Partnership’s assets to the Partners has been completed, shall be satisfied (whether by payment or by making reasonable provision for payment thereof); and
(ii)      thereafter , the Partners shall be paid amounts in accordance with Article 4.
(c)      Following the completion of the winding up of the Partnership, the General Partner (or the liquidation agent, as applicable) shall execute, acknowledge and cause to be filed a notice of dissolution (the “ Notice of Dissolution ”) of the Partnership with the Registrar and the winding up of the Partnership shall be complete on the filing of the Notice of Dissolution. This Agreement shall terminate upon the filing of the Notice of Dissolution.
(d)      Anything in this Section 8.1 to the contrary notwithstanding, the General Partner or liquidator may distribute ratably in kind rather than in cash, upon the winding-up of the Partnership, any assets of the Partnership in accordance with the priorities set forth in


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Section 8.1(b); provided that if any in kind distribution is to be made, the assets distributed in kind shall be valued as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 8.1(b).
ARTICLE 9     
GENERAL PROVISIONS
Section 9.1      Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreements
(a)     The General Partner may amend this Agreement (including the Schedules hereto) at any time, in whole or in part, without the consent of any Limited Partner by giving notice of such amendment to any Limited Partner whose rights or obligations as a Limited Partner pursuant to this Agreement are changed thereby; provided that any amendment that (x) increases a Limited Partner’s obligation to contribute to the capital of the Partnership, or (y) increases such Limited Partner’s Clawback Share shall not be effective with respect to such Limited Partner, unless such Limited Partner consents thereto in advance in writing. Notwithstanding the foregoing, the General Partner may amend this Agreement at any time, in whole or in part, without the consent of any Limited Partner to enable the Partnership to (i) comply with the requirements of the “Safe Harbor” Election within the meaning of the Proposed Revenue Procedure of Notice 2005-43, 2005-24 IRB 1, Proposed Treasury Regulation Section 1.83-3(e)(1) or Proposed Treasury Regulation Section 1.704-1(b)(4)(xii) at such time as such proposed Procedure and Regulations are effective and to make any such other related changes as may be required by pronouncements or Treasury Regulations issued by the Internal Revenue Service or Treasury Department after the date of this Agreement, (ii) enable, when applicable, the Partnership (or the Partnership Representative) to comply with the BBA Audit Rules or to make any elections or take any other actions available thereunder, and (iii) comply with applicable law; provided that, unless otherwise provided in a Limited Partner’s Award Letter, any amendment pursuant to clause (i) that would cause a Limited Partner’s rights to allocations and distributions to suffer a material adverse change may be made only if the written consent of such Limited Partner is obtained prior to the effectiveness thereof. For the avoidance of doubt, an adjustment of Points shall not be considered an amendment.
(b)      Notwithstanding the provisions of this Agreement, including Section 9.1(a), it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into one or more side letters or similar agreements (“ Other Agreements ”) with one or more Limited Partners which have the effect of establishing rights under, or altering or supplementing the terms of this Agreement. The parties hereto agree that any terms contained in an Other Agreement with one or more Limited Partners shall govern with respect to such Limited Partner or Limited Partners notwithstanding the provisions of this Agreement. Any Other Agreements shall be binding upon the Partnership or the General Partner, as applicable, and the signatories thereto as if the terms were contained in this Agreement, but no such Other Agreement between the General Partner and any Limited Partner or Limited Partners and the Partnership shall adversely amend the contractual rights or obligations of any other Limited Partner without such other Limited Partner’s prior consent.
(c)      The provisions of this Agreement that affect the terms of any Co-Investors (A) Partnership Agreement applicable to Limited Partners constitute a “side letter or similar agreement” between each Limited Partner and the general partner of the applicable Co-


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Investors (A) Entity, which has executed this Agreement exclusively for purposes of confirming the foregoing.
Section 9.2      Special Power-of-Attorney
(a)    Each Partner hereby irrevocably makes, constitutes and appoints the General Partner with full power of substitution, the true and lawful representative and attorney-in-fact, and in the name, place and stead of such Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish:
(i)      any amendment to this Agreement which complies with the provisions of this Agreement (including the provisions of Section 9.1);
(ii)      all such other instruments, documents and certificates which, in the opinion of legal counsel to the Partnership, may from time to time be required by the laws of the Cayman Islands or any other jurisdiction, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership as a limited partnership or partnership in which the limited partners thereof enjoy limited liability;
(iii)      any written notice or letter of resignation from any board seat or office of any Person (other than a company that has a class of equity securities registered under the United States Securities Exchange Act of 1934, as amended, or that is registered under the United States Investment Company Act of 1940, as amended), which board seat or office was occupied or held at the request of the Partnership or any of its Affiliates; and
(iv)      all such proxies, consents, assignments and other documents as the General Partner determines to be necessary or advisable in connection with any merger or other reorganization, restructuring or other similar transaction entered into in accordance with this Agreement (including the provisions of Section 9.6(c)).
(b)      Each Limited Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without his consent. If an amendment to the Certificate or this Agreement or any action by or with respect to the Partnership is taken by the General Partner in the manner contemplated by this Agreement, each Limited Partner agrees that, notwithstanding any objection which such Limited Partner may assert with respect to such action, the General Partner is authorized and empowered, with full power of substitution, to exercise the authority granted above in any manner which may be necessary or appropriate to permit such amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each other Partner will rely on the effectiveness of this special power-of-attorney with a view to the orderly administration of the affairs of the Partnership. This power-of-attorney is intended to secure a proprietary interest of the General Partner and the performance of the obligations of each Limited Partner under this Agreement, and as such:


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(i)      shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any party granting this power-of-attorney, regardless of whether the Partnership or the General Partner shall have had notice thereof; and
(ii)      shall survive any Transfer by a Limited Partner of the whole or any portion of its interest in the Partnership, except that, where the transferee thereof has been approved by the General Partner for admission to the Partnership as a substituted Limited Partner, this power-of-attorney given by the transferor shall survive such Transfer for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect such substitution.
Section 9.3      Notices
Any notice required or permitted to be given under this Agreement shall be in writing. A notice to the General Partner shall be directed to the attention of Leon D. Black with a copy to the general counsel of the Partnership. A notice to a Limited Partner shall be directed to such Limited Partner’s last known residence as set forth in the books and records of the Partnership or its Affiliates (a Limited Partner’s “ Home Address ”). A notice shall be considered given when delivered to the addressee either by hand at his Partnership office or electronically to the primary e-mail account supplied by the Partnership for Partnership business communications.
Section 9.4      Agreement Binding Upon Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors by operation of law, but the rights and obligations of the Partners hereunder shall not be assignable, transferable or delegable except as expressly provided herein, and any attempted assignment, transfer or delegation thereof that is not made in accordance with such express provisions shall be void and unenforceable
Section 9.5      Good Faith; Discretion

To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement the General Partner is permitted or required to make a decision (a) in its “sole and absolute discretion,” “sole discretion” or “discretion,” the General Partner shall be entitled to consider only such interests and factors as it desires, including its and its Affiliates’ own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or any other Person, or (b) in its “good faith” or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standard.
Section 9.6      Merger, Consolidation, etc.


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(a)    To the maximum extent permitted by law, subject to Section 9.6(b) and Section 9.6(c), the Partnership may merge or consolidate with or into one or more limited partnerships formed under any applicable law or other business entities under any applicable law pursuant to a written plan of merger or consolidation which has been approved by the General Partner.
(b)      Subject to Section 9.6(c), but notwithstanding any other provision to the contrary contained elsewhere in this Agreement, a written plan of merger or consolidation approved in accordance with Section 9.6(a) may, to the extent permitted by Section 9.6(a) and applicable law, (i) effect any amendment to this Agreement, (ii) effect the adoption of a new exempted limited partnership agreement for the Partnership if it is the surviving or resulting exempted limited partnership in the merger or consolidation, or (iii) provide that the exempted limited partnership agreement of any other constituent exempted limited partnership to the merger or consolidation (including an exempted limited partnership formed for the purpose of consummating the merger or consolidation) shall be the exempted limited partnership agreement of the surviving or resulting exempted limited partnership.
(c)      The General Partner shall have the power and authority to approve and implement any merger, consolidation or other reorganization, restructuring or similar transaction without the consent of any Limited Partner, other than any Limited Partner with respect to which the General Partner has determined that such transaction will, or will reasonably be likely to, result in any material adverse change in the financial and other material rights of such Limited Partner conferred by this Agreement and any Other Agreement entered into pursuant to Section 9.1(b) or the imposition of any material new financial or other obligation on such Limited Partner. Subject to the foregoing, the General Partner may require one or more of the Limited Partners to sell, exchange, transfer or otherwise dispose of their interests in the Partnership in connection with any such transaction, and each Limited Partner shall take such action as may be directed by the General Partner to effect any such transaction.
Section 9.7      Governing Law; Dispute Resolution
(a)    This Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflict of laws principles thereof that would give effect to the laws of another jurisdiction.
(b)      Subject to Section 9.7(c), any dispute, controversy, suit, action or proceeding arising out of or relating to this Agreement, will be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Cayman Islands law) in accordance with, and pursuant to, the applicable rules of JAMS (“ JAMS ”). The arbitration shall be conducted on a strictly confidential basis, and none of the parties shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action, to any third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms. The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as


xl

 

a judgment or order in any court of competent jurisdiction. Any party hereto may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the U.S. Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the JAMS’s administrative fees and the arbitrator’s fee and expenses. If neither party is so determined, such fees shall be shared. Each party shall be responsible for such party’s own attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR ANY PARTNER MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
(c)      Nothing in this Section 9.7 will prevent the General Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding ( e.g. , injunction or restraining order to enforce any restrictive covenants against a Limited Partner), in addition to and not in lieu of any other remedy to which it may be entitled at law or in equity, if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with any breach or anticipated breach of covenants to which a Limited Partner is subject; provided , however , that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other relief in a judicial proceeding and all parties submit to the exclusive jurisdiction of the forum described in Section 9.7(b) hereto, for any dispute or claim concerning continuing entitlement to distributions or other payments, even if such dispute or claim involves or relates to any covenant to which a Limited Partner is subject. For the purposes of this Section 9.7(c), each party hereto consents to the exclusive jurisdiction and venue of the courts of the state and federal courts within the County of New York in the State of New York.
Section 9.8      Termination of Right of Action
Every right of action arising out of or in connection with this Agreement by or on behalf of any past, present or future Partner or the Partnership against any past, present or future Partner shall, to the fullest extent permitted by applicable law, irrespective of the place where the action may


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be brought and irrespective of the residence of any such Partner, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.
Section 9.9      Not for Benefit of Third Parties
Except with respect to the rights of the Covered Persons hereunder, each of whom shall be intended beneficiary and shall be entitled to enforce the provisions of Section 5.7 as if it were a party to this Agreement, the provisions of this Agreement are intended only for the regulation of relations among Partners and between Partners and former or prospective Partners and the Partnership. This Agreement is not intended for the benefit of any Person who is not a Partner, and no rights are intended under the Contracts (Rights of Third Parties) Law, 2014 to enforce any term of this Agreement. Notwithstanding any term of this Agreement, the consent of or notice to any person who is not a party to this Agreement shall not be required for any termination, rescission or any agreement to any variation, waiver, assignment, release or settlement under this Agreement at any time.
Section 9.10      Reports
As soon as practicable after the end of each taxable year, the General Partner shall furnish to each Limited Partner (a) such information as may be required to enable each Limited Partner to properly report for United States federal and state income tax purposes his distributive share of each Partnership item of income, gain, loss, deduction or credit for such year, and (b) a statement of the total amount of Operating Profit or Operating Loss for such year, including a copy of the United States Internal Revenue Service Schedule “K-1” issued by the Partnership to such Limited Partner, and a reconciliation of any difference between (i) such Operating Profit or Operating Loss and (ii) the aggregate net profits or net losses allocated by the Fund General Partners to the Partnership for such year.
Section 9.11      Filings
The Partners hereby agree to take any measures necessary (or, if applicable, refrain from any action) to ensure that the Partnership is treated as a partnership for U.S. federal, state and local income tax purposes.
Section 9.12      Counterparts
This Agreement may be executed in one or more counterparts, including by facsimile or other electronic signature. All such counterparts so executed shall constitute an original agreement binding on all the parties, but together shall constitute but one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as a deed, on the date first set forth above.

GENERAL PARTNER :

APOLLO GLOBAL CARRY POOL GP, LLC, WITH RESPECT TO SERIES A

By:
APH Holdings, L.P., its sole member

By:
Apollo Principal Holdings III GP, Ltd.,
its general partner

By: /s/ Shari Verschell                 
Name: Shari Verschell    
    Title: Vice President     
Witness: /s/ Juliette Sandleitner             
Name: Juliette Sandleitner    
    


INITIAL LIMITED PARTNER :
(solely for the purpose of Section 9.2)
APOLLO PRINCIPAL HOLDINGS VI GP, LLC
By: /s/ Shari Verschell                 
Name: Shari Verschell    
    Title: Vice President
Witness: /s/ Juliette Sandleitner             
Name: Juliette Sandleitner    


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LIMITED PARTNERS :


On behalf of all Limited Partners listed on the Register of Partners:
By: Apollo Global Carry Pool GP, LLC, with respect to Series A

By:
APH Holdings, L.P.,
its sole member

By:
Apollo Principal Holdings III GP, Ltd.,
its general partner

By: /s/ Shari Verschell                 
Name: Shari Verschell    
    Title: Vice President
Witness: /s/ Juliette Sandleitner             
Name: Juliette Sandleitner


Apollo Global Carry Pool Aggregator II, L.P.
Amended and Restated Exempted Limited Partnership
Agreement Signature Page


Exhibit 10.69

APOLLO GLOBAL CARRY POOL AGGREGATOR II, L.P.
9 West 57 th Street
New York, NY 10019
Award Letter
[●] [●], [●]
Dear ,
Apollo Global Management, LLC and its subsidiaries (together, “ AGM ”) have established Apollo Global Carry Pool Aggregator II, L.P. (the “ Partnership ”, or “ GCP II ”). The purpose of the Partnership is to hold, indirectly through three intermediate pooling vehicles (the “ GCP Intermediate Pooling Vehicles ”), interests in certain fund general partners, managing members, managers or similar persons (“ Fund General Partners ”) in order to derive cash or other revenues therefrom that are attributable to carried interest, incentive allocations, performance allocations or similar performance-based compensation (collectively, “ Carried Interest Revenues ”) received by participating Fund General Partners (“ GCP II Fund GPs ”) from funds managed by AGM, and to distribute such amounts to the Partnership’s partners in accordance with the terms of the limited partnership agreement of the Partnership (as the same may be amended or modified from time to time, the “ Partnership Agreement ”).
We are pleased to award you a limited partner interest in the Partnership in recognition of the services you have provided and will provide to or on behalf of AGM and the Fund General Partners. Your interest is being awarded by the general partner of the Partnership (the “ General Partner ”) as of the date set forth on Schedule I . Your rights as a limited partner of the Partnership (a “ Limited Partner ”), and the terms of this Award Letter, shall be governed by the terms of the Partnership Agreement, the principal economic terms of which are summarized in the accompanying Questions and Answers document. In the event of a conflict between this Award Letter (or the Questions and Answers document) and the Partnership Agreement, the terms and conditions of the Partnership Agreement shall govern. Any such determination shall be made by the General Partner in its sole discretion.
This Award Letter confirms the award to you of a number of points representing an economic interest in the operating profit or operating loss of the Partnership (“ Points ”) and certain terms in relation to the Partnership Agreement. Capitalized terms used but not earlier defined in this Award Letter have the meanings ascribed to them in Annex A .
A. Your Point Award
The Partnership is issuing Points in various tranches of interests, each of which reflects indirect ownership in different underlying GCP II Fund GPs. You are being granted, as of the Point Award Date shown on the attached Schedule I , [●] of the Partnership’s Points in the tranche shown on such Schedule I . The GCP II Fund GPs associated with your tranche are listed on such Schedule I .
Your Points entitle you to a share of the Carried Interest Revenues distributed to the Partnership by the GCP Intermediate Pooling Vehicles after they have received a distribution of Carried Interest Revenues from the GCP II Fund GPs set forth on Schedule I .
Your Points are subject to the terms set forth in this Award Letter and the Partnership Agreement. Any Points granted to you in the future shall be evidenced by and subject to a separate Award Letter.
B. Vesting and Retirement
Your Points are subject to vesting on a monthly basis on the last day of the month over the Vesting Period set forth on Schedule I , with the first vesting date occurring on [●][●], [●], and your Vesting Percentage (as defined on Schedule I ) shall determine the number of Points you may be eligible to retain in the event you become a Retired Partner. Prior to becoming a Retired Partner, your Vesting Percentage does not affect the level of the distributions to which your Points entitle you.
Your Points shall be reduced automatically to (a) zero if your retirement is the consequence of a Bad Act and (b) otherwise, an amount equal to your Vested Points calculated as of the date on which you become a Retired Partner. Any such reduction shall be effective as of such date or such subsequent date as may be determined by the General Partner; provided that the General Partner may, in its sole discretion, agree to a lesser reduction (or to no reduction) of your Points.
The Vesting Commencement Date applicable to your Points shall be [●].
C.
Clawbacks
Any distributions you receive in respect of your Points shall be subject to repayment, to the extent of your proportionate share, in the event of a clawback by a Fund from an associated GCP II Fund GP to which such distributions were attributable. In addition, as reflected in the reimbursement agreement you are required to enter into in connection with accepting your Points (the “ Reimbursement Agreement ”), a portion of the distributed Carried Interest Revenues (the “ Carried Interest Distributions ”) that otherwise would have been made by a Fund and received as distributions or payments by you may be withheld by the General Partner or its applicable Affiliate, to defray an actual or potential general partner giveback obligation in respect of Carried Interest Distributions (whether in respect of your interest in the Partnership or a Fund General Partner or another entitlement you have in respect of Carried Interest Distributions), if the General Partner, Partnership or Fund General Partner determines reasonably and in good faith that such withholding is appropriate to avoid subjecting the prompt collection of your share of such general partner giveback obligation to possible delay, impediment, hindrance or risk. Distributions of whatever kind or character, whether in cash or other rights or property, at any time owing or payable to you in respect of or on account your interest in a Co-Investors (A) Entity (or its equivalent) with respect to any Fund may also be withheld reasonably and in good faith for the same purposes. Any such withholding shall be proportionate to your actual or potential liability in respect of such obligations, as determined by the General Partner, Partnership or applicable Fund General Partner reasonably and in good faith consistent with the Reimbursement Agreement.
D.
Recoupment Policy
To the extent mandated by applicable law, stock exchange or accounting rule and as set forth in a written recoupment policy ( e.g., with respect to compensation paid based on financial statements that are later found to have been materially misstated) adopted by AGM, Points awarded hereunder and amounts distributed in respect of Points shall be subject to such law or policy solely, unless otherwise required by law, to the extent such policy was in effect on the date of this Award Letter.
E.
Miscellaneous
1.    The Partnership Agreement, this Award Letter, and related documentation and rights are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“ Code Section 409A ”), or, if and to the extent subject to Code Section 409A, to comply therewith. Accordingly, to the maximum extent permitted, such documents shall be interpreted and be administered to be in compliance with Code Section 409A. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, no distributions owing by reason of termination of employment or service hereunder shall be due until you would be considered to have incurred a “separation from service” from AGM and/or its Affiliates within the meaning of Code Section 409A. Any distributions that are due within the “short-term deferral period” or fall within the “separation pay exemption” within the meaning of Code Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Each amount to be paid or benefit to be provided to you from AGM and its Affiliates, whether pursuant to the Partnership Agreement or otherwise that constitutes deferred compensation subject to Code Section 409A shall be construed as a separate payment for purposes of Code Section 409A. Notwithstanding anything to the contrary in the Partnership Agreement or related documentation, to the extent that any distributions to be made upon your separation from service would result in the imposition of any individual penalty tax imposed under Code Section 409A on account of your being a “specified employee” within the meaning of Code Section 409A, the distributions shall instead be made on the first business day after the earlier of (i) the date that is six months following such separation from service and (ii) your death. In no event shall AGM or any of its Affiliates (or any agent thereof) have any liability to you or any other Person due to any failure of the Partnership or any associated documentation to satisfy the requirements of Code Section 409A.
2.    No officer, director, employee or agent of AGM or any of its Affiliates shall be personally liable for any action, omission, determination, or interpretation taken or made with respect to the Partnership or any associated documentation.
3.    AGM may, in its sole discretion, decide to deliver any documents related to the Partnership Agreement and any associated documentation by electronic means or to request your consent to participate in any of the foregoing by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate therein through an online or electronic system established and maintained by AGM, an Affiliate or a third party designated thereby.
4.    This Award Letter shall be governed by and construed in accordance with the governing law and dispute resolution provisions of the Partnership Agreement as if reprinted herein. This Award Letter is binding on and enforceable against the General Partner, the Partnership and you. This Award Letter may be amended only with the consent of each party hereto. The Partnership or the General Partner may provide copies of this Award Letter to other Persons. This Award Letter may be executed by facsimile and in one or more counterparts, all of which shall constitute one and the same instrument.
5.    This Award Letter shall be deemed confidential information for purposes of the Partnership Agreement.
6.    Your Points will be a profits interest in recognition of the services you have provided and will provide to AGM and the Fund General Partners.
7.     By your having timely filed (by the Section 83(b) election deadline set forth on Schedule I ) a Section 83(b) election with respect to your limited partner interest in the Partnership, you acknowledged and agreed that, effective as of such Section 83(b) election deadline, you are subject to this Award Letter and the Partnership Agreement, and any other agreements referred to herein or therein (collectively, the “GCP II Documents”) and are bound by, and shall be treated as a party to, all of the foregoing agreements (including as the same may be amended or modified from time to time in accordance with their terms), as a Limited Partner of the Partnership.
8.    For purposes of clarity, we note that the GCP II Documents do not change the terms and conditions of your employment or service. Moreover, GCP II does not include restrictive covenants or expand upon those to which you are otherwise subject, except with regard to the confidentiality obligations that apply to GCP II.
By your timely filing of such Section 83(b) election, you shall become a Limited Partner of the Partnership and agree to adhere to and be bound by a customary and standard undertaking to reimburse any Affiliate of AGM for any payment made by it that is attributable to your giveback/clawback share of any clawback payment or partner giveback payment, as evidenced by a reimbursement agreement. In furtherance of the foregoing, in consideration of the award of Points to you hereunder, by filing such Section 83(b) election you are deemed irrevocably to make, constitute and appoint the General Partner with full power of substitution, as your true and lawful representative and attorney-in-fact, and in your name, place and stead, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish all of the GCP II Documents and any amendment thereto.
[ Signature Page Follows ]

As a condition to the effectiveness of your limited partner interest and your award of Points, you are required to file, not later than the Section 83(b) election deadline set forth on Schedule I , a Section 83(b) election with the IRS at the address indicated in the enclosed Section 83(b) election packet, and to contemporaneously use DocuSign to execute the form.
Sincerely yours,
APOLLO GLOBAL CARRY POOL AGGREGATOR II, L.P.
By:    Apollo Global Carry Pool GP, LLC
its general partner

By:                         
Name:    Lisa B. Bernstein
Title:    Vice President

Acknowledged and Agreed:
______________________________

Definitions
“Affiliate” means with respect to any Person any other Person directly or indirectly controlling, controlled by or under common control with such Person. Except as the context otherwise requires, the term “Affiliate” in relation to AGM includes each collective investment fund and other client account sponsored or managed by AGM or its affiliated asset management entities, but, in each case, does not include portfolio investments (except with respect to Bad Acts).
“Bad Act” means your:
(i) commission of an intentional violation of a material law or regulation in connection with any transaction involving the purchase, sale, loan, pledge or other disposition of, or the rendering of investment advice with respect to, any security, asset, futures or forward contract, insurance contract, debt instrument or currency, in each case, that has a significant adverse effect on your ability to perform your services to AGM or any of its Affiliates;
(ii)    commission of an intentional and material breach of a material provision of a written Apollo Code of Ethics (other than any Apollo Code of Ethics adopted after the date of your admission to the Partnership with the primary purpose of creating or finding “Bad Acts”);
(iii)    commission of intentional misconduct in connection with your performance of services for AGM or any of its Affiliates;
(iv)    commission of any misconduct that, individually or in the aggregate, has caused or substantially contributed to, or is reasonably likely to cause or substantially contribute to, material economic or reputational harm to AGM or any of its Affiliates (excluding any mistake of judgment made reasonably and in good faith in connection with your performance of duties to AGM or its Affiliates, or a communication made to the principals or other partners, in a professional manner, of a good faith disagreement with a proposed action by AGM or any of its Affiliates);
(v)    conviction of a felony or plea of no contest to a felony charge, in each case, if such felony relates to AGM or any of its Affiliates;
(vi)    fraud in connection with your performance of services for AGM or any of its Affiliates; or
(vii)    embezzlement from AGM or any of its Affiliates or interest holders;
provided , however , that:
(a)    you have failed to cure within 15 business days after notice thereof, to the extent such occurrence is susceptible to cure, the items set forth in clauses (ii) and (iv); and
(b)    during the pendency of any felony charge under clause (v), AGM and its Affiliates may suspend payment of any distributions in respect of your Points, and if (I) you are later acquitted or otherwise exonerated from such charge, or (II) your employment or service with AGM or its applicable Affiliate does not terminate, then (A) AGM or its applicable Affiliate shall pay to you all such accrued but unpaid distributions with respect to vested Points, with interest calculated from the date such distributions were suspended at the prime lending rate in effect on the date of such suspension, and (B) throughout the period of suspension (or until the date of termination of your employment or service, if earlier), distributions with respect to unvested Points shall continue to accrue, and Points shall continue to vest, in accordance with the terms and conditions set forth herein.
“ Co-Investors (A) Entity ” means an investment vehicle formed by AGM or any of its affiliates to facilitate the investment in any Fund by employees of AGM or its affiliates and their related parties.
“ Disability ” has the meaning ascribed to that term in the Apollo Global Management LLC 2007 Omnibus Equity Incentive Plan.
“ Fund ” means any pooled investment vehicle or managed account advised or managed by the applicable Fund General Partner and each “Parallel Fund” of such Fund within the meaning of the Fund LP Agreement of such Fund. Such term also includes each alternative investment vehicle created by a Fund and/or any such Parallel Fund, to the extent the context so requires.
“ Fund LP Agreement ” means the limited partnership agreement of any Fund, as in effect from time to time, and, to the extent the context so requires, the corresponding constituent agreement, certificate or other document governing each such Fund.
“ Retired Partner ” means any Limited Partner who ceases to be employed by AGM, or has otherwise become a retired partner in accordance with or pursuant to the Partnership Agreement.
“ Vesting Percentage ” is defined on Schedule I .


Schedule I
GCP II –Tranche A

Point Award Date: [●] [●], 2018
Deadline for Section 83(b) Election: [day of week], [●] [●], [●]
Vesting Period : [●] months
First Vesting Date: [●]
GCP II Fund GPs:
[●]
“ Vesting Percentage ” means, with respect to a Retired Partner, as applied to each Point held by such Retired Partner: [●]

1
Exhibit 10.70


CONFIDENTIAL & PROPRIETARY
EXECUTION VERSION




This exempted limited partnership is the general partner of Apollo Investment Fund IX, L.P. and its parallel funds, and earns the “carried interest” on AIF IX profits.

                                                    




Apollo Advisors IX, L.P.




Fourth Amended and Restated

Exempted Limited Partnership Agreement







Dated August 8, 2018 and Effective as of June 29, 2018


                                                    




TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS 1
ARTICLE 2 CONTINUATION AND ORGANIZATION 9
Section 2.1 Continuation     9
Section 2.2 Name     9
Section 2.3 Office     9
Section 2.4 Term of Partnership     10
Section 2.5 Purpose of the Partnership     10
Section 2.6 Actions by Partnership     10
Section 2.7 Admission of Limited Partners     10
Section 2.8 Schedule of Partners     11
ARTICLE 3 CAPITAL 11
Section 3.1 Contributions to Capital     11
Section 3.2 Rights of Partners in Capital     12
Section 3.3 Capital Accounts     12
Section 3.4 Allocation of Profit and Loss     13
Section 3.5 Tax Allocations     14
Section 3.6 Reserves; Adjustments for Certain Future Events     15
Section 3.7 Finality and Binding Effect of General Partner’s Determinations     16
Section 3.8 AEOI     16
Section 3.9 Alternative GP Vehicles     17
ARTICLE 4 DISTRIBUTIONS 17
Section 4.1 Distributions     17
Section 4.2 Withholding of Certain Amounts     19
Section 4.3 Limitation on Distributions     20
Section 4.4 Distributions in Excess of Basis     20
ARTICLE 5 MANAGEMENT 20
Section 5.1 Rights and Powers of the General Partner     20
Section 5.2 Delegation of Duties     22
Section 5.3 Transactions with Affiliates     23
Section 5.4 Expenses     23
Section 5.5 Rights of Limited Partners     23
Section 5.6 Other Activities of General Partner     24
Section 5.7 Duty of Care; Indemnification     24
ARTICLE 6 ADMISSIONS, TRANSFERS AND WITHDRAWALS 25
Section 6.1 Admission of Additional Limited Partners; Effect on Points     25
Section 6.2 Admission of Additional General Partner     26
Section 6.3 Transfer of Interests of Limited Partners     26
Section 6.4 Withdrawal of Partners     28
Section 6.5 Pledges     28
ARTICLE 7 ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS AND RETIREMENT OF PARTNERS 29
Section 7.1 Allocation of Points     29
Section 7.2 Retirement of Partner     30
Section 7.3 Additional Points     30
ARTICLE 8 WINDING UP AND DISSOLUTION 31
Section 8.1 Winding Up and Dissolution of Partnership     31
ARTICLE 9 GENERAL PROVISIONS 32
Section 9.1 Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreement     32
Section 9.2 Special Power-of-Attorney     33
Section 9.3 Good Faith; Discretion     35
Section 9.4 Notices     35
Section 9.5 Agreement Binding Upon Successors and Assigns     35
Section 9.6 Merger, Consolidation, etc.     35
Section 9.7 Governing Law; Dispute Resolution     36
Section 9.8 Termination of Right of Action     37
Section 9.9 No Third Party Beneficiary     37
Section 9.10 Reports     38
Section 9.11 Filings     38
Section 9.12 Headings, Gender, Etc.     38




APOLLO ADVISORS IX, L.P.

A Cayman Islands Exempted Limited Partnership

FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT


FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of APOLLO ADVISORS IX, L.P. dated August 8, 2018, and effective as of June 29, 2018, by and among Apollo Capital Management IX, LLC, a Delaware limited liability company, as the sole general partner, and the persons whose names and addresses are set forth in the Schedule of Partners under the caption “Limited Partners” as the limited partners.

W I T N E S S E T H :

WHEREAS, on December 13, 2016, Apollo Capital Management IX, LLC filed with the Secretary of State of the State of Delaware a Certificate of Limited Partnership to form Apollo Advisors IX, L.P. as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, pursuant to an agreement among Apollo Capital Management IX, LLC, as sole general partner, and APH Holdings, L.P., as initial limited partner (the “Original Agreement”);
WHEREAS, as of June 2, 2017 the parties amended and restated the Original Agreement in its entirety to permit the Partnership to incur indebtedness and grant guarantees and security interests in accordance with Section 17 and to include a representation made by the Limited Partner in accordance with Section 18 (the “Amended and Restated Agreement”);
WHEREAS, effective as of June 1, 2017, the parties amended and restated the Amended and Restated Agreement in its entirety (the “Second Amended and Restated Agreement”); and
WHEREAS, on June 29, 2018, the Partnership deregistered as a limited partnership under the laws of the State of Delaware and registered as an exempted limited partnership under the Exempted Limited Partnership Law (as amended) (the “Partnership Law”) pursuant to the filing of a Section 9 Statement dated June 29, 2018 (as amended from time to time by the filing of a Section 10 Statement) (the “Certificate”) (the “Migration”). The parties amended and restated the Second Amended and Restated Agreement in its entirety pursuant to the Migration (the “Third Amended and Restated Agreement”); and
WHEREAS, the parties wish to amend and restate the Third Amended and Restated Agreement in its entirety.
NOW, THEREFORE, the parties hereby agree as follows:
Article 1
DEFINITIONS
Capitalized terms used but not otherwise defined herein have the following meanings:
“ AEOI ” means (a) legislation known as the U.S. Foreign Account Tax Compliance Act, sections 1471 through 1474 of the Code and any associated legislation, regulations (whether proposed, temporary or final) or guidance, any applicable intergovernmental agreement and related statutes, regulations or rules, and other guidance thereunder, (b) any other similar legislation, regulations, or guidance enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes, including the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters– the Common Reporting Standard and any associated guidance, (c) any other intergovernmental agreement, treaty, regulation, guidance, standard or other agreement entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in clauses (a) and (b) of this definition, and (d) any legislation, regulations or guidance in any jurisdiction that give effect to the matters outlined in the preceding clauses of this definition.
“ Affiliate ” means with respect to any Person any other Person directly or indirectly controlling, controlled by or under common control with such Person. Except as the context otherwise requires, the term “Affiliate” in relation to AGM includes each collective investment fund and other client account sponsored or managed by AGM or its affiliated asset management entities, but, in each case, does not include Portfolio Companies.
“ AGM ” means Apollo Global Management, LLC, a Delaware limited liability company.
“ Agreement ” means this Fourth Amended and Restated Exempted Limited Partnership Agreement, as amended or supplemented from time to time.
“ AIF IX ” means Apollo Investment Fund IX, L.P., a limited partnership formed under the Delaware Act.
“ Alternative GP Vehicle ” has the meaning ascribed to that term in Section 3.9.
“ Amended and Restated Agreement ” has the meaning ascribed to that term in the Recitals.
“ APH ” means (a) APH Holdings, L.P., a Cayman Islands exempted limited partnership, (b) Apollo Global Carry Pool Intermediate, L.P., a Cayman Islands exempted limited partnership, and (c) any other entity formed by AGM or its Affiliates that holds Points, in its capacity as a Limited Partner, for the benefit (directly or indirectly) of (i) AGM, (ii) AP Professional Holdings, L.P. or (iii) employees or other service providers of Affiliates of AGM, in its capacity as a Limited Partner.
“ Applicable Tax Representative ” means, with respect to a tax matter, the General Partner, the Tax Matters Partner or the Partnership Representative (each in its capacity as such), as applicable.
“ Award Letter ” means, with respect to any Limited Partner, the letter agreement between the Partnership and such Limited Partner (including any Annex thereto) setting forth (i) such Limited Partner’s Points, (ii) such Limited Partner’s vesting terms relating to Points, (iii) the formula applied to calculate the Holdback Amount with respect to such Limited Partner, (iv) any restrictive covenants with respect to such Limited Partner, (v) the definition of “Bad Act,” and (vi) any other terms applicable to such Limited Partner, as the same may be modified, amended or supplemented from time to time,
“ Bad Act ” has the meaning ascribed to that term in a Limited Partner’s Award Letter.
“ BBA Audit Rules ” means Subchapter C of Chapter 63 of the Code (sections 6221 through 6241 of the Code), as enacted by the United States Bipartisan Budget Act of 2017, Pub. L. No. 114-74, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law.
“ Book-Tax Difference ” means the difference between the Carrying Value of a Partnership asset and its adjusted tax basis for United States federal income tax purposes, as determined at the time of any of the events described in the definition of Carrying Value. The General Partner shall maintain an account in the name of each Limited Partner from whom or from which any Points are reallocated to a Newly-Admitted Limited Partner that reflects such Limited Partner’s share of any Book-Tax Difference.
“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.
“ Capital Account ” means with respect to each Partner the capital account established and maintained on behalf of such Partner as described in Section 3.3.
“ Capital Loss ” means, for each Fund with respect to any Fiscal Year, the portion of any Net Loss and any Portfolio Investment Loss allocable to the Partnership, but only to the extent such allocation is made by such Fund to the Partnership in proportion to the Partnership’s capital contribution to such Fund, as determined pursuant to the Fund LP Agreement.
“ Capital Profit ” means, for each Fund with respect to any Fiscal Year, the portion of any Net Income and any Portfolio Investment Gain allocable to the Partnership, but only to the extent such allocation is made by such Fund to the Partnership in proportion to the Partnership’s capital contribution to such Fund, as determined pursuant to the Fund LP Agreement.
“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values (as determined by the General Partner), in accordance with the rules set forth in Treasury Regulations section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, immediately prior to: (a) the date of the acquisition of any interests in the Partnership by any new Partner or of any additional interests by any existing Partner in exchange for more than a de minimis capital contribution; (b) the date of the distribution of more than a de minimis amount of any Partnership asset to a Partner, including cash as consideration for an interest in the Partnership; (c) the date of the grant of more than a de minimis profits interest in the Partnership as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner, or by a new Partner acting in his capacity as a Partner or in anticipation of becoming a Partner; or (d) the liquidation of the Partnership within the meaning of Treasury Regulations section 1.704-l(b)(2)(ii)(g); provided , that any adjustment pursuant to clauses (a), (b) and (c) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its fair market value (as determined by the General Partner). The Carrying Value of any asset contributed by a Partner to the Partnership shall be the fair market value (as determined by the General Partner) of the asset at the date of its contribution.
“ Catch Up Amount ” means the product derived by multiplying (a) the amount of any Book-Tax Difference arising on the admission to the Partnership of a Newly-Admitted Limited Partner by (b) the percentage derived by dividing the number of Points issued to the Newly-Admitted Limited Partner, by the aggregate number of Points on the date the Newly-Admitted Limited Partner is admitted to the Partnership. The General Partner shall maintain an account in the name of each Newly-Admitted Limited Partner that reflects such Limited Partner’s Catch Up Amount, which shall be adjusted as necessary to reflect any subsequent reduction in such Book-Tax Difference corresponding to any subsequent negative adjustments to the Carrying Value of the Partnership’s assets that relate to such Book-Tax Difference, and which may be further adjusted to the extent the General Partner determines in its sole discretion is necessary to cause the Catch Up Amount to be equal to the amount necessary to provide such Limited Partner with a requisite share of Partnership capital based on such Limited Partner’s Points in accordance with the terms of this Agreement and any side letter or similar agreement entered into by such Limited Partner pursuant to Section 9.1(b).
“ Certificate ” has the meaning ascribed to that term in the Recitals.
“ Clawback Payment ” means any payment required to be made by the Partnership to any Fund pursuant to section 10.3 of the Fund LP Agreement of such Fund.
“ Clawback Share ” means, as of the time of determination, with respect to any Limited Partner and any Clawback Payment, a portion of such Clawback Payment equal to (a) the cumulative amount distributed to such Limited Partner of Operating Profit attributable to the Fund to which the Clawback Payment is required to be made, divided by (b) the cumulative amount so distributed to all Partners with respect to such Operating Profit attributable to such Fund.
“ Co-Investors (A) ” means Apollo Co-Investors IX (A), L.P., a Delaware limited partnership.
“ Co-Investors (A) Partnership Agreement ” means the amended and restated limited partnership agreement of Co-Investors (A), as amended from time to time.
“ Code ” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law.
“ Commitment Period ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Covered Person ” has the meaning ascribed to that term in Section 5.7.
“ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, as in effect on the date hereof and as amended from time to time, or any successor law.
“ DEUCC ” has the meaning ascribed to that term in Section 6.5(c).
“ Disability ” has the meaning ascribed to that term in the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan.
“ Escrow Account ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Final Adjudication ” has the meaning ascribed to that term in Section 5.7.
“ Final Distribution ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Fiscal Year ” means, with respect to a year, the period commencing on January 1 of such year and ending on December 31 of such year (or on the date of a final distribution pursuant to Section 8.1(a)), unless the General Partner shall elect another fiscal year for the Partnership which is a permissible taxable year under the Code.
“ Founder Partner ” means each of Leon Black, Joshua Harris, Marc Rowan and any Limited Partner that holds Points by reason of being a Related Party of one of the foregoing individuals.
“ Fund ” means each of AIF IX and each “Parallel Fund” within the meaning of the Fund LP Agreement of AIF IX. Such term also includes each alternative investment vehicle and co-investment vehicle created by AIF IX and/or any such Parallel Fund, to the extent the context so requires.
“ Fund General Partner ” means the Partnership in its capacity as a general partner of any of the Funds pursuant to the Fund LP Agreements.
“ Fund LP Agreement ” means the limited partnership agreement of any of the Funds, as amended from time to time, and, to the extent the context so requires, the corresponding constituent agreement, certificate or other document governing each such Fund.
“ General Partner ” means Apollo Capital Management IX, LLC, a Delaware limited liability company, in its capacity as general partner of the Partnership or any successor to the business of the General Partner in its capacity as general partner of the Partnership.
“ Holdback Amount ” has the meaning ascribed to that term in a Limited Partner’s Award Letter.
“ Home Address ” has the meaning ascribed to such term in Section 9.4.
“ JAMS ” has the meaning ascribed to that term in Section 9.7(b).
“ Limited Partner ” means any Person admitted as a limited partner to the Partnership in accordance with this Agreement, including any Retired Partner, until such Person withdraws entirely as a limited partner of the Partnership, in his capacity as a limited partner of the Partnership. All references herein to a Limited Partner shall be construed as referring collectively to such Limited Partner and to each Related Party of such Limited Partner (and to each Person of which such Limited Partner is a Related Party) that also is or that previously was a Limited Partner, except to the extent that the General Partner determines that the context does not require such interpretation as between such Limited Partner and his Related Parties.
“ Management Company ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Migration ” has the meaning ascribed to that term in the Recitals.
“ Net Income ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Net Loss ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Newly-Admitted Limited Partner ” has the meaning ascribed to that term in Section 4.1(e).
“ Notice of Dissolution ” has the meaning ascribed to that term in Section 8.1(c).
“ Operating Loss ” means, with respect to any Fiscal Year, any net loss of the Partnership, adjusted to exclude (a) any Capital Profit or Capital Loss, and (b) the effect of any reorganization, restructuring or other capital transaction proceeds derived by the Partnership. To the extent derived from any Fund, any items of income, gain, loss, deduction and credit shall be determined in accordance with the same accounting policies, principles and procedures applicable to the determination by the relevant Fund, and any items not derived from a Fund shall be determined in accordance with the accounting policies, principles and procedures used by the Partnership for United States federal income tax purposes. Operating Loss shall not include any loss attributable to a Book-Tax Difference.
“ Operating Profit ” means, with respect to any Fiscal Year, any net income of the Partnership, adjusted to exclude (a) any Capital Profit or Capital Loss, and (b) the effect of any reorganization, restructuring or other capital transaction proceeds derived by the Partnership. To the extent derived from any Fund, any items of income, gain, loss, deduction and credit shall be determined in accordance with the same accounting policies, principles and procedures applicable to the determination by the relevant Fund, and any items not derived from a Fund shall be determined in accordance with the accounting policies, principles and procedures used by the Partnership for United States federal income tax purposes. Operating Profit shall not include any income or gain attributable to a Book-Tax Difference.
“ Partner ” means the General Partner or any of the Limited Partners, and “Partners” means the General Partner and all of the Limited Partners.
“ Partnership ” means the limited partnership continued pursuant to this Agreement.
“ Partnership Law ” has the meaning ascribed to that term in the Recitals.
“ Partnership Representative ” means for any relevant taxable year of the Partnership to which the BBA Audit Rules apply, the General Partner acting in the capacity of the “partnership representative” (as such term is defined under the BBA Audit Rules) or such other Person as is appointed to be the “partnership representative” by the General Partner from time to time.
“ Person ” means any individual, partnership (whether or not having separate legal personality), corporation, limited liability company, joint venture, joint stock company, unincorporated organization or association, trust (including the trustees thereof, in their capacity as such), government, governmental agency, political subdivision of any government, or other entity.
“ Point ” means a share of Operating Profit or Operating Loss, net of amounts distributed as Portfolio Investment Distributions. The aggregate number of Points available for assignment to all Partners shall be set forth in the books and records of the Partnership.
“ Portfolio Company ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Portfolio Investment ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Portfolio Investment Distribution ” has the meaning ascribed to that term in Section 7.1(d).
“ Portfolio Investment Gain ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Portfolio Investment Loss ” has the meaning ascribed to that term in each of the Fund LP Agreements.
“ Reference Rate ” means the interest rate announced publicly from time to time by JPMorgan Chase Bank in New York, New York as such bank’s prime rate.
“ Registrar ” means the registrar of exempted limited partnerships of the Cayman Islands.
“ Related Party ” means, with respect to any Limited Partner:
(a)    any spouse, child, parent or other lineal descendant of such Limited Partner or such Limited Partner’s parent, or any natural Person who occupies the same principal residence as the Limited Partner;
(b)    any trust or estate in which the Limited Partner and any Related Party or Related Parties (other than such trust or estate) collectively have more than 80 percent of the beneficial interests (excluding contingent and charitable interests);
(c)    any entity of which the Limited Partner and any Related Party or Related Parties (other than such entity) collectively are beneficial owners of more than 80 percent of the equity interest; and
(d)    any Person with respect to whom such Limited Partner is a Related Party.
“ Required Voting Partners ” means, at any time, a majority by number of Voting Partners at such time; provided, that, no vote of the Required Voting Partners shall be effective unless such vote includes the affirmative vote of the Lead Partner of Apollo Private Equity.
“ Restrictive Covenants ” means the restrictive covenants in favor of AGM or any of its Affiliates contained or referenced in a Limited Partner’s Award Letter.
“ Retired Partner ” means any Limited Partner who has become a retired partner in accordance with or pursuant to Section 7.2.
“ Second Amended and Restated Agreement ” has the meaning ascribed to that term in the Recitals.
“ Schedule of Partners ” means a schedule to be maintained by the General Partner showing the information required pursuant to Section 2.8 and the Partnership Law.
“ Tax Obligation ” has the meaning ascribed to that term in Section 4.2(a).
“ Tax Matters Partner ” means for any taxable year of the Partnership subject to the TEFRA Audit Rules, the General Partner acting in the capacity of the “tax matters partner” of the Partnership (as such term was defined in section 6231(a)(7) of the Code under the TEFRA Audit Rules) or such other Person as may be appointed to be the “tax matters partner” by the General Partner from time to time.
“ Team Member ” means (x) a natural person whose services to AGM or its Affiliates are substantially dedicated to AGM’s or its Affiliates’ private equity business, (y) a natural person who, following the date hereof, becomes a Retired Partner and who, on or following the date hereof, held Points in his capacity as a Team Member, or (z) a Related Party of any of the foregoing. Notwithstanding the foregoing, none of the Founder Partners shall be considered a Team Member.
“ TEFRA Audit Rules ” means Subchapter C of Chapter 63 of the Code (sections 6221 through 6234 of the Code), as enacted by the United States Tax Equity and Fiscal Responsibility Act of 1982, Pub. L. No. 97-248, 96 Stat. 324, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law, but excluding the BBA Audit Rules.
“ Third Amended and Restated Agreement ” has the meaning ascribed to that term in the Recitals.
“ Transfer ” means any direct or indirect sale, exchange, transfer, assignment or other disposition by a Partner of any or all of his interest in the Partnership (whether respecting, for example, economic rights only or all the rights associated with the interest) to another Person, whether voluntary or involuntary.
“ U.S. ” or “ United States ” means the United States of America.
“ Vested Points ” has the meaning ascribed to that term in a Limited Partner’s Award Letter.
“ Voting Affiliated Feeder Fund ” has the meaning ascribed to such term in each of the Fund LP Agreements.
“ Voting Partner ” means each Partner that is also a Partner of Apollo Private Equity (excluding, for the avoidance of doubt, the Founder Partners and the Chief Legal Officer of Apollo Global Management, LLC), so long as he has not become a Retired Partner. All references herein to a Voting Partner (except in the definition of Required Voting Partners) shall be construed as referring collectively to such Voting Partner and to each Related Party of such Voting Partner that also is or that previously was a Limited Partner (unless such Limited Partner is a Retired Partner), except to the extent that the General Partner determines in good faith that the context does not require such interpretation as between such Voting Partner and his Related Parties.
ARTICLE 2     
CONTINUATION AND ORGANIZATION
Section 2.1
Continuation
The Partnership was formed as a limited partnership under and pursuant to the Delaware Act on December 13, 2016. The Partnership is hereby continued pursuant to the Partnership Law and this Agreement. The General Partner shall execute, acknowledge and file any amendments to the Certificate as may be required by the Partnership Law and any other instruments, documents and certificates which, in the opinion of the Partnership’s legal counsel, may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Partnership shall determine to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership.
Section 2.2
Name
The name of the Partnership shall be “Apollo Advisors IX, L.P.” or such other name as the General Partner hereafter may adopt upon causing an appropriate amendment to be made to this Agreement and to the Certificate to be filed in accordance with the Act. Promptly thereafter, the General Partner shall send notice thereof to each Limited Partner.
Section 2.3
Office
The registered office and registered agent for service of process on the Partnership shall be at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other place or places in the Cayman Islands as the General Partner may, in its absolute discretion from time to time decide.
Section 2.4
Term of Partnership
(a)      The term of the Partnership shall continue until the dissolution (without continuation) of all of the Funds or the earlier of:
(i)      at any time there are no Limited Partners, unless the business of the Partnership is continued in accordance with the Act;
(ii)      any event that results in the General Partner ceasing to be a general partner of the Partnership under the Act, provided , that the Partnership shall not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after the occurrence of such event, a majority of the Limited Partners agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership; and
(iii)      the entry of a decree of judicial dissolution under section 17-802 of the Act.
(b)      The parties agree that irreparable damage would be done to the goodwill and reputation of the Partners if any Limited Partner should bring an action to dissolve the Partnership. Care has been taken in this Agreement to provide for fair and just payment in liquidation of the interests of all Partners. Accordingly, to the fullest extent permitted by law, each Limited Partner hereby waives and renounces his right to such an order or to seek the appointment of a liquidator for the Partnership, except as provided herein.
Section 2.5
Purpose of the Partnership
The principal purpose of the Partnership is to act as the sole general partner or special limited partner (as the case may be) of each of the Funds and certain Voting Affiliated Feeder Funds pursuant to their respective Fund LP Agreements or governing documents and to undertake such related and incidental activities and execute and deliver such related documents necessary or incidental thereto. The purpose of the Partnership shall be limited to serving as a general partner or special limited partner of direct investment funds, including any of their Affiliates, and the provision of investment management and advisory services.
Section 2.6
Actions by Partnership
The Partnership may execute, deliver and perform, and the General Partner may execute and deliver, all contracts, agreements and other undertakings, and engage in all activities and transactions as may in the opinion of the General Partner be necessary or advisable to carry out the objects and purposes of the Partnership, without the approval or vote of any Limited Partner.
Section 2.7
Admission of Limited Partners
On the date hereof, the Persons whose names are set forth in the Schedule of Partners under the caption “Limited Partners” shall be admitted to the Partnership or shall continue, as the case may be, as limited partners of the Partnership upon their execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner. Additional Limited Partners may be admitted to the Partnership in accordance with Section 6.1.
Section 2.8
Schedule of Partners
The General Partner shall cause to be maintained at the principal office of the Partnership or such other place as the Partnership Law may permit, the Schedule of Partners, being a register of limited partnership interests and a record of contribution of the Limited Partners which shall include such information as may be required by the Partnership Law. The General Partner shall from time to time, update the Schedule of Partners as required by the Partnership Law to accurately reflect the information therein and no action of any partner shall be required to amend or update the Schedule of Partners. The Schedule of Partners shall not form part of this Agreement. The Schedule of Partners of the Partnership shall be the definitive record of ownership of each limited partnership interest and all relevant information with respect to each Partner.
ARTICLE 3     
CAPITAL
Section 3.1
Contributions to Capital
(a)      Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Schedule of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash.
(b)      APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds.
(c)      No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account.
(d)      To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.
Section 3.2
Rights of Partners in Capital
(a)      No Partner shall be entitled to interest on his capital contributions to the Partnership.
(b)      No Partner shall have the right to distributions or the return of any contribution to the capital of the Partnership except (i) for distributions in accordance with Section 4.1, or (ii) upon dissolution of the Partnership. The entitlement to any such return at such time shall be limited to the value of the Capital Account of the Partner. The General Partner shall not be liable for the return of any such amounts.
Section 3.3
Capital Accounts
(a)      The Partnership shall maintain for each Partner a separate Capital Account.
(b)      Each Partner’s Capital Account shall have an initial balance equal to the amount of cash and the net value of any securities or other property constituting such Partner’s initial contribution to the capital of the Partnership.
(c)      Each Partner’s Capital Account shall be increased by the sum of:
(i)      the amount of cash and the net value of any securities or other property constituting additional contributions by such Partner to the capital of the Partnership permitted pursuant to Section 3.1, plus
(ii)      in the case of APH, any Capital Profit allocated to such Partner’s Capital Account pursuant to Section 3.4, plus
(iii)      the portion of any Operating Profit allocated to such Partner’s Capital Account pursuant to Section 3.4, plus
(iv)      such Partner’s allocable share of any decreases in any reserves recorded by the Partnership pursuant to Section 3.6 and any receipts determined to be applicable to a prior period pursuant to Section 3.6(b), to the extent the General Partner determines that, pursuant to any provision of this Agreement, such item is to be credited to such Partner’s Capital Account on a basis which is not in accordance with the current respective Points of all Partners, plus
(v)      such Partner’s allocable share of any increase in Book-Tax Difference.
(d)      Each Partner’s Capital Account shall be reduced by the sum of (without duplication):
(i)      in the case of APH, any Capital Loss allocated to such Partner’s Capital Account pursuant to Section 3.4, plus
(ii)      the portion of any Operating Loss allocated to such Partner’s Capital Account pursuant to Section 3.4, plus
(iii)      the amount of any cash and the net value of any property distributed to such Partner pursuant to Section 4.1 or Section 8.1 including any amount deducted pursuant to Section 4.2 or Section 5.4 from any such amount distributed, plus
(iv)      any withholding taxes or other items payable by the Partnership and allocated to such Partner pursuant to Section 5.4, any increases in any reserves recorded by the Partnership pursuant to Section 3.6 and any payments determined to be applicable to a prior period pursuant to Section 3.6(b), to the extent the General Partner determines that, pursuant to any provision of this Agreement, such item is to be charged to such Partner’s Capital Account on a basis which is not in accordance with the current respective Points of all Partners, plus
(v)      such Partner’s allocable share of any decrease in Book-Tax Difference.
(e)      If securities and/or other property are to be distributed in kind to the Partners or Retired Partners, including in connection with a liquidation pursuant to Section 8.1, they shall first be written up or down to their fair market value as of the date of such distribution, thus creating gain or loss for the Partnership, and the value of the securities and/or other property received by each Partner and each Retired Partner as so determined shall be debited against such Person’s Capital Account at the time of distribution.
Section 3.4
Allocation of Profit and Loss
(a)      Capital Profit and Operating Profit or Capital Loss and Operating Loss for any Fiscal Year shall be allocated to the Partners so as to produce Capital Accounts (computed after taking into account any other Capital Profit and Operating Profit or Capital Loss and Operating Loss for the Fiscal Year in which such event occurred and all distributions pursuant to Article 4 with respect to such Fiscal Year and after adding back each Partner’s share, if any, of Partner Nonrecourse Debt Minimum Gain, as defined in Treasury Regulations sections 1.704 - 2(b)(2) and 1.704 - 2(i), or Partnership Minimum Gain, as defined in Treasury Regulations sections 1.704 - 2(b)(2) and 1.704 - 2(d)) for the Partners such that a distribution of an amount of cash equal to such Capital Account balances in accordance with such Capital Account balances would be in the amounts, sequence and priority set forth in Article 4; provided , that the General Partner may allocate Operating Profit and Operating Loss and items thereof in such other manner as it determines in its sole discretion to be appropriate to reflect the Partners’ interests in the Partnership. Income, gains and loss associated with a Book-Tax Difference shall be allocated to the Limited Partners that are entitled to a share of such Book-Tax Difference consistent with the account maintained by the General Partner pursuant to the definition of “Book-Tax Difference” and in the manner in which cash or property associated with such Book-Tax Difference is required to be distributed pursuant to the proviso of Section 4.1(b).
(b)      To the extent that the allocations of Capital Loss or Operating Loss contemplated by Section 3.4(a) would cause the Capital Account of any Limited Partner to be less than zero, such Capital Loss or Operating Loss shall to that extent instead be allocated to and debited against the Capital Account of the General Partner (or, at the direction of the General Partner, to those Limited Partners who are members of the General Partner in proportion to their limited liability company interests in the General Partner). Following any such adjustment pursuant to Section 3.4(b) with respect to any Limited Partner, any Capital Profit or Operating Profit for any subsequent Fiscal Year which would otherwise be credited to the Capital Account of such Limited Partner pursuant to Section 3.4(a) shall instead be credited to the Capital Account of the General Partner (or relevant Limited Partners) until the cumulative amounts so credited to the Capital Account of the General Partner (or relevant Limited Partners) with respect to such Limited Partner pursuant to Section 3.4(b) is equal to the cumulative amount debited against the Capital Account of the General Partner (or relevant Limited Partners) with respect to such Limited Partner pursuant to Section 3.4(b).
(c)      Each Limited Partner’s rights and entitlements as a Limited Partner are limited to the rights to receive allocations and distributions of Capital Profit and Operating Profit expressly conferred by this Agreement and any side letter or similar agreement entered into pursuant to Section 9.1(b) and the other rights expressly conferred by this Agreement and any such side letter or similar agreement or required by the Act, and a Limited Partner shall not be entitled to any other allocations, distributions or payments in respect of his interest, or to have or exercise any other rights, privileges or powers.
(d)      For purposes of Section 3.4(a), the General Partner may determine, in its sole discretion, to allocate any increase in value of the Partnership’s assets pursuant to the definition of “Carrying Value” solely to the Limited Partners that are entitled to a Catch Up Amount (pro rata based on any method the General Partner determines is reasonable), or to specially allocate Operating Profit to such Limited Partners, or a combination thereof, until such Limited Partners have received an allocation equal to the Catch Up Amount.
Section 3.5
Tax Allocations
(a)      For United States federal, state and local income tax purposes, Partnership income, gain, loss, deduction or credit (or any item thereof) for each Fiscal Year shall be allocated to and among the Partners in order to reflect the allocations of Capital Profit, Capital Loss, Operating Profit and Operating Loss pursuant to the provisions of Section 3.4 for such Fiscal Year, provided , that any taxable income or loss associated with any Book-Tax Difference shall be allocated for tax purposes in accordance with the principles of section 704(c) of the Code in any such manner (as is permitted under that Code section and the Treasury Regulations promulgated thereunder) as determined by the General Partner in its sole discretion.
(b)      If any Partner or Partners are treated for United States federal income tax purposes as realizing ordinary income because of receiving interests in the Partnership (whether under section 83 of the Code or under any similar provision of any law, rule or regulation) and the Partnership is entitled to any offsetting deduction (net of any income realized by the Partnership as a result of such receipt), the Partnership’s net deduction shall be allocated to and among the Partners in such manner as to offset, as nearly as possible, the ordinary income realized by such Partner or Partners.
Section 3.6
Reserves; Adjustments for Certain Future Events
(a)      Appropriate reserves may be created, accrued and charged against the Operating Profit or Operating Loss for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General Partner or as of each other date as the General Partner deems appropriate, such reserves to be in the amounts which the General Partner deems necessary or appropriate (whether or not in accordance with generally accepted accounting principles). The General Partner may increase or reduce any such reserve from time to time by such amounts as the General Partner deems necessary or appropriate. The amount of any such reserve, or any increase or decrease therein, shall be proportionately charged or credited, as appropriate, to the Capital Accounts of those parties who are Partners at the time when such reserve is created, increased or decreased, as the case may be, in proportion to their respective Points at such time; provided , that, if any individual reserve item, as adjusted by any increase therein, exceeds the lesser of $500,000 or one percent of the aggregate value of the Capital Accounts of all such Partners, the amount of such reserve, increase or decrease shall instead be charged or credited to those parties who were Partners at the time, as determined by the General Partner, of the act or omission giving rise to the contingent liability for which the reserve item was established in proportion to their respective Points at that time. The amount of any such reserve charged against the Capital Account of a Partner shall reduce the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof; and the amount of any such reserve credited to the Capital Account of a Partner shall increase the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof
(b)      If any amount is paid or received by the Partnership and such amount exceeds the lesser of $500,000 or one percent of the aggregate Capital Accounts of all Partners at the time of payment or receipt, and such amount was not accrued or reserved for but would nevertheless, in accordance with the Partnership’s accounting practices, be treated as applicable to one or more prior periods, then such amount may be proportionately charged or credited by the General Partner, as appropriate, to those parties who were Partners during such prior period or periods, based on each such Partner’s Points for such applicable period.
(c)      If any amount is required by Section 3.6(a) or (b) to be credited to a Person who is no longer a Partner, such amount shall be paid to such Person in cash, with interest from the date on which the General Partner determines that such credit is required at the Reference Rate in effect on that date. Any amount required to be charged pursuant to Section 3.6(a) or (b) shall be debited against the current balance in the Capital Account of the affected Partners. To the extent that the aggregate current Capital Account balances of such affected Partners are insufficient to cover the full amount of the required charge, the deficiency shall be debited against the Capital Accounts of the other Partners in proportion to their respective Capital Account balances at such time; provided , that each such other Partner shall be entitled to a preferential allocation, in proportion to and to the extent of such other Partner’s share of any such deficiency, together with a carrying charge at a rate equal to the Reference Rate, of any Operating Profit that would otherwise have been allocable after the date of such charge to the Capital Accounts of the affected Partners whose Capital Accounts were insufficient to cover the full amount of the required charge. In no event shall a current or former Partner be obligated to satisfy any amount required to be charged pursuant to Section 3.6(a) or (b) other than by means of a debit against such Partner’s Capital Account.
Section 3.7
Finality and Binding Effect of General Partner’s Determinations
All matters concerning the determination, valuation and allocation among the Partners with respect to any profit or loss of the Partnership and any associated items of income, gain, deduction, loss and credit, pursuant to any provision of this Article 3, including any accounting procedures applicable thereto, shall be determined by the General Partner unless specifically and expressly otherwise provided for by the provisions of this Agreement, and such determinations and allocations shall be final and binding on all the Partners.
Section 3.8
AEOI
(a)      Each Limited Partner:
(i)      shall provide, in a timely manner, such information regarding the Limited Partner and its beneficial owners and/or controlling persons and such forms or documentation as may be requested from time to time by the General Partner or the Partnership to enable the Partnership to comply with the requirements and obligations imposed on it pursuant to AEOI and shall update such information as necessary;
(ii)      acknowledges that any such forms or documentation provided to the Partnership or its agents pursuant to clause (i), or any financial or account information with respect to the Limited Partner’s investment in the Partnership, may be disclosed to any Governmental Authority which collects information in accordance with AEOI and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Partnership;
(iii)      shall waive, and/or shall cooperate with the Partnership to obtain a waiver of, the provisions of any law which prohibits the disclosure by the Partnership, or by any of its agents, of the information or documentation requested from the Limited Partner pursuant to clause (i), prohibits the reporting of financial or account information by the Partnership or its agents required pursuant to AEOI or otherwise prevents compliance by the Partnership with its obligations under AEOI;
(iv)      acknowledges that, if it provides information and documentation that is in any way misleading, or it fails to provide and/or update the Partnership or its agents with the requested information and documentation necessary, in either case, to satisfy the Partnership’s obligations under AEOI, the Partnership may (whether or not such action or inaction leads to compliance failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax or other penalties under AEOI) take any action and/or pursue all remedies at its disposal, including compulsory withdrawal of the Limited Partner, and may hold back from any withdrawal proceeds, or deduct from the Limited Partner’s Capital Account, any liabilities, costs, expenses or taxes caused (directly or indirectly) by the Limited Partner’s action or inaction; and
(v)      shall have no claim against the Partnership, or its agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Partnership in order to comply with AEOI.
(b)      The Limited Partner hereby indemnifies the General Partner and the Partnership and each of their respective partners, members, managers, officers, directors, employees and agents and holds them harmless from and against any AEOI-related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses), penalties or taxes whatsoever which such Person may incur as a result of any action or inaction (directly or indirectly) of such Limited Partner (or any Related Party) described in Section 3.8(a)(i) through (iv). This indemnification shall survive the Limited Partner’s death or disposition of its interests in the Partnership.
Section 3.9
Alternative GP Vehicles
If the General Partner determines that for legal, tax, regulatory or other reasons (a) any investment or other activities of the Fund should be conducted through one or more parallel funds or other alternative investment vehicles as contemplated by the Fund LP Agreement, (b) any of such separate entities comprising the Fund should be managed or controlled by one or more separate entities serving as a general partner or in a similar capacity (each, an “Alternative GP Vehicle”), and (c) some or all of the Partners should participate through any such Alternative GP Vehicle, the General Partner may require any or all of the Partners, as determined by the General Partner, to participate directly or indirectly through any such Alternative GP Vehicle and to undertake such related and incidental activities and execute and deliver such related documents necessary or incidental thereto with and/or in lieu of the Partnership, and the General Partner shall have all necessary authority to implement such Alternative GP Vehicle; provided , that to the maximum extent practicable and subject to applicable legal, tax, regulatory or similar technical reasons, each Partner shall have the same economic interest in all material respects in an Alternative GP Vehicle formed pursuant to this Section 3.9 as such Partner would have had if it had participated in all Portfolio Investments through the Partnership, and the terms of such Alternative GP Vehicle shall be substantially the same in all material respects to those of the Partnership and this Agreement. Each Partner shall take such actions and execute such documents as the General Partner determines are reasonably needed to accomplish the foregoing.
ARTICLE 4     
DISTRIBUTIONS
Section 4.1
Distributions
(a)      Any amount of cash or property received as a distribution from any of the Funds by the Partnership in its capacity as a partner, to the extent such amount is determined by reference to the capital commitment of the Partnership in, or the capital contributions of the Partnership to, any of the Funds, shall be promptly distributed by the Partnership to APH.
(b)      The General Partner shall use reasonable efforts to cause the Partnership to distribute, as promptly as practicable after receipt by the Partnership, any available cash or property attributable to items included in the determination of Operating Profit and Book-Tax Difference, subject to the provisions of section 10.3 of the Fund LP Agreements and subject to the retention of such reserves as the General Partner considers appropriate for purposes of the prudent and efficient financial operation of the Partnership’s business including in accordance with Section 3.6. Any such distributions (before adjustment for Holdback Amounts) shall be made to Partners in proportion to their respective Points, determined:
(i)      in the case of any amount of cash or property received from any of the Funds that is attributable to the disposition of a Portfolio Investment by such Fund, as of the date of such disposition by such Fund; and
(ii)      in any other case, as of the date of receipt of such cash or property by the Partnership.
Notwithstanding the foregoing, the General Partner shall retain from the distribution amount apportioned to each Limited Partner other than APH any Holdback Amount with respect to such Limited Partner, determined in accordance with such Limited Partner’s Award Letter; provided , that any cash or other property that the General Partner determines is attributable to a Book-Tax Difference shall be distributed to the Limited Partners that are entitled to a share of such Book-Tax Difference pursuant to the definition of “Book-Tax Difference,” with any such distribution to be in the proportion that each such Limited Partner’s allocated share of the applicable Book-Tax Difference bears to the total Book-Tax Difference of the asset giving rise to the cash or property.
(c)      Distributions of amounts attributable to Operating Profit and Book-Tax Difference shall be made in cash; provided , that if the Partnership receives a distribution from the Fund in the form of property other than cash, the General Partner may distribute such property in kind to Partners in proportion to their respective Points.
(d)      Any distributions or payments in respect of the interests of Limited Partners unrelated to Capital Profit or Operating Profit or Book Tax Difference shall be made at such time, in such manner and to such Limited Partners as the General Partner shall determine.
(e)      Except as the General Partner otherwise may determine, any Limited Partner whose admission to the Partnership causes an adjustment to Carrying Values pursuant to the definition of “Carrying Value” (a “Newly-Admitted Limited Partner”) shall have the right to receive a special distribution of the Catch Up Amount (before adjustment for Holdback Amounts).
(i)      Any such special distribution of the Catch Up Amount shall be in addition to the distributions to which the Newly-Admitted Limited Partner is entitled pursuant to Section 4.1(b) and shall be made to the Newly-Admitted Limited Partner (or, if there is more than one such Newly-Admitted Limited Partner, pro rata to all such Newly-Admitted Limited Partners based on the aggregate amount of such distributions each such Newly-Admitted Limited Partner has not yet received), after the distribution of any amounts attributable to Book-Tax Differences pursuant to the proviso of Section 4.1(b), from amounts otherwise distributable to the other Limited Partners from whom or from which the Points allocated to such Newly-Admitted Limited Partner(s) were reallocated, and shall reduce the amounts distributable to such other Limited Partners pursuant to Section 4.1(b), until each applicable Newly-Admitted Limited Partner has received an amount equal to the applicable Catch Up Amount (before adjustment for Holdback Amounts).
(ii)      The General Partner may determine to provide for a special distribution of a Catch Up Amount in connection with a reallocation of Points pursuant to Article 7 other than in connection with the admission to the Partnership of a Newly-Admitted Limited Partner if the General Partner reasonably believes such an adjustment to Carrying Values is required in order for the reallocated Points to be treated as profits interests for United States federal income tax purposes or would otherwise be equitable under the circumstances.
(iii)      Any reallocation of Points to a Limited Partner who is not a Newly-Admitted Limited Partner pursuant to Article 7 shall include the right to receive any Catch Up Amount associated with such Points, except to the extent that the General Partner determines that the inclusion of such right would be inconsistent with the treatment of the reallocation of Points to such Limited Partner as a “profits interest” for income tax purposes.
Section 4.2
Withholding of Certain Amounts
(a)      If the Partnership incurs a withholding or other tax obligation (a “Tax Obligation”) with respect to the share of Partnership income allocable to any Partner (including pursuant to section 6225 of the BBA Audit Rules), then the General Partner, without limitation of any other rights of the Partnership, may cause the amount of such Tax Obligation to be debited against the Capital Account of such Partner when the Partnership pays such Tax Obligation, and any amounts then or thereafter distributable to such Partner shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such then distributable amounts, then such Partner and any successor to such Partner’s interest shall indemnify and hold harmless the Partnership and the General Partner against, and shall pay to the Partnership as a contribution to the capital of the Partnership, upon demand of the General Partner, the amount of such excess.
(b)      If a Tax Obligation is required to be paid by the Partnership (including with respect to a tax liability imposed under section 6225 of the BBA Audit Rules) and the General Partner determines that such amount is allocable to the interest in the Partnership of a Person that is at such time a Partner, such Tax Obligation shall be treated as being made on behalf of or with respect to such Partner for purposes of this Section 4.2(b) whether or not the tax in question applies to a taxable period of the Partnership during which such Partner held an interest in the Partnership. To the extent that any liability with respect to a Tax Obligation (including a liability imposed under section 6225 of the BBA Audit Rules) relates to a former Partner that has transferred all or a part of its interest in the Partnership, such former Partner (which in the case of a partial Transfer shall include a continuing Partner with respect to the portion of its interests in the Partnership so transferred) shall indemnify the Partnership for its allocable portion of such liability, unless otherwise agreed to by the General Partner in writing. Each Partner acknowledges that, notwithstanding the Transfer of all or any portion of its interest in the Partnership, it may remain liable, pursuant to this Section 4.2(b), for tax liabilities with respect to its allocable share of income and gain of the Partnership for the Partnership’s taxable years (or portions thereof) prior to such Transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules).
(c)      The General Partner may withhold from any distribution to any Limited Partner pursuant to this Agreement any other amounts due from such Limited Partner or a Related Party (without duplication) to the Partnership or to any other Affiliate of AGM pursuant to any binding agreement or published policy to the extent not otherwise paid. Any amounts so withheld shall be applied by the General Partner to discharge the obligation in respect of which such amounts were withheld.
Section 4.3
Limitation on Distributions
Notwithstanding any provision to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not make a distribution to any Partner on account of his interest in the Partnership if such distribution would violate the Act or other applicable law.
Section 4.4
Distributions in Excess of Basis
Notwithstanding anything in this Agreement to the contrary, the General Partner may refrain from making, at any time prior to the dissolution of the Partnership, all or any portion of any cash distribution that otherwise would be made to a Partner or Retired Partner, if such distribution would exceed such Person’s United States federal income tax basis in the Partnership. Any amount that is not distributed to a Partner or Retired Partner due to the preceding sentence, as determined by the General Partner, either shall be retained by the Partnership on such Person’s behalf or loaned to such Person. Subject to the first sentence of this Section 4.4, 100% of any or all subsequent cash distributions shall be distributed to such Person (or, if there is more than one such Person, pro rata to all such Persons based on the aggregate amount of distributions each such Person has not yet received) until each such Person has received the same aggregate amount of distributions such Person would have received had distributions to such Person not been deferred pursuant to this Section 4.4. If any amount is loaned to a Partner or Retired Partner pursuant to this Section 4.4, (a) any amount thereafter distributed to such Person shall be applied to repay the principal amount of such loan, and (b) interest, if any, accrued or received by the Partnership on such loan shall be allocated and distributed to such Person. Any such loan shall be repaid no later than immediately prior to the liquidation of the Partnership. Until such repayment, for purposes of any determination hereunder based on amounts distributed to a Person, the principal amount of such loan shall be treated as having been distributed to such Person.
ARTICLE 5     
MANAGEMENT
Section 5.1
Rights and Powers of the General Partner
(a)      Subject to the terms and conditions of this Agreement, the General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds and certain Voting Affiliated Feeder Funds.
(b)      Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis without the consent of the Required Voting Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and (subject to any vote requirement in Section 5.2(d)) any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Partnership Law shall be construed as being exercisable by the General Partner in its sole and absolute discretion.
(c)      With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Applicable Tax Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership or General Partner, and undertake any action reasonably requested by the Partnership or the General Partner, in connection with any elections made by the Applicable Tax Representative or as determined to be reasonably necessary by the Applicable Tax Representative under the BBA Audit Rules.
(d)      Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the exclusive authority to make any elections required or permitted to be made by the Partnership under any provisions of the Code or any other revenue law.
Section 5.2
Delegation of Duties
(a)      Subject to Section 5.1, the General Partner may delegate to any Person or Persons any of the duties, powers and authority vested in it hereunder on such terms and conditions as it may consider appropriate.
(b)      Without limiting the generality of Section 5.2(a), the General Partner shall have the power and authority to appoint any Person, including any Person who is a Limited Partner, to provide services to and act as an employee or agent of the Partnership and/or General Partner, with such titles and duties as may be specified by the General Partner. Any Person appointed by the General Partner to serve as an employee or agent of the Partnership shall be subject to removal at any time by the General Partner; and shall report to and consult with the General Partner at such times and in such manner as the General Partner may direct.
(c)      Any Person who is a Limited Partner and to whom the General Partner delegates any of its duties pursuant to this Section 5.2 or any other provision of this Agreement shall be subject to the same standard of care, and shall be entitled to the same rights of indemnification and exoneration, applicable to the General Partner under and pursuant to Section 5.7, unless such Person and the General Partner mutually agree to a different standard of care or right to indemnification and exoneration to which such Person shall be subject.
(d)      Except as otherwise expressly provided herein, action by the General Partner with respect to any of the following matters shall be taken only in accordance with the directions of the Required Voting Partners:
(i)      the exercise of the Partnership’s authority to borrow any funds on a secured basis for the account of the Partnership;
(ii)      the determination of whether to conduct a business other than serving as a general partner of private equity funds;
(iii)      the amendment of this Agreement, and the exercise of the authority of the Partnership with respect to the approval of any amendment to the Fund LP Agreement, in each case, that adversely affects, obligations, rights or economic interests of Team Members; and
(iv)      to the fullest extent permitted by law, the voluntary wind up and dissolution of the Partnership, and the exercise of the authority of the Partnership to cause a voluntary wind up and dissolution of any of the Funds other than in connection with an Event of Dissolution (as defined in the applicable Fund LP Agreement) of the Funds.
The foregoing shall not restrict the General Partner from delegating authority to execute or implement any such determinations made by the General Partner.
(e)      The General Partner shall be permitted to designate one or more committees of the Partnership which committees may include Limited Partners as members. Any such committees shall have such powers and authority granted by the General Partner. Any Limited Partner who has agreed to serve on a committee shall not be deemed to have the power to bind or act for or on behalf of the Partnership in any manner and in no event shall a member of a committee be considered a general partner of the Partnership by agreement, estoppel or otherwise or be deemed to participate in the control and/or conduct of the business of the Partnership as a result of the performance of his duties hereunder or otherwise.
(f)      The General Partner shall cause the Partnership to enter into an arrangement with the Management Company which arrangement shall require the Management Company to pay all costs and expenses of the Partnership.
Section 5.3
Transactions with Affiliates
To the fullest extent permitted by applicable law, the General Partner (or any Affiliate of the General Partner), when acting on behalf of the Partnership, is hereby authorized to (a) purchase property from, sell property to, lend money to or otherwise deal with any Affiliates, any Limited Partner, the Partnership, any of the Funds or any Affiliate of any of the foregoing Persons, and (b) obtain services from any Affiliates, any Limited Partner, the Partnership, any of the Funds or any Affiliate of the foregoing Persons.
Section 5.4
Expenses
Any withholding taxes payable by the Partnership, to the extent determined by the General Partner to have been paid or withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Partners, shall be allocated among and debited against the Capital Accounts of only those Partners on whose behalf such payments are made or whose particular circumstances gave rise to such payments in accordance with Section 4.2.
Section 5.5
Rights of Limited Partners
(a)      Limited Partners shall have no right to take part in the management or control of the Partnership’s business, nor shall they have any right or authority to act for the Partnership or to vote on matters other than as set forth in this Agreement or as required by applicable law.
(b)      Without limiting the generality of the foregoing, the General Partner shall have the full and exclusive authority, without the consent of any Limited Partner, to compromise the obligation of any Limited Partner to make a capital contribution or to return money or other property paid or distributed to such Limited Partner in violation of the Act.
(c)      Nothing in this Agreement shall entitle any Partner to any compensation for services rendered to or on behalf of the Partnership as an agent or in any other capacity, except for any amounts payable in accordance with this Agreement.
(d)      Subject to the Fund LP Agreements and to full compliance with AGM’s code of ethics and other written policies relating to personal investment transactions, membership in the Partnership shall not prohibit a Limited Partner from purchasing or selling as a passive investor any interest in any asset.
Section 5.6
Other Activities of General Partner
Nothing in this Agreement shall prohibit the General Partner from engaging in any activity other than acting as General Partner hereunder.
Section 5.7
Duty of Care; Indemnification
(a)      The General Partner (including, without limitation, for this purpose each former and present director, officer, manager, member, employee and stockholder of the General Partner), the Tax Matters Partner, the Partnership Representative and each Limited Partner (including any former Limited Partner) in his capacity as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities, whether or not a Retired Partner (each, a “Covered Person” and collectively, the “Covered Persons”), shall not be liable to the Partnership or to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of his services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent, or (ii) that adversely affected any Fund and that failed to satisfy the duty of care owed pursuant to the applicable Fund LP Agreement or as otherwise required by law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or his activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner, the Tax Matters Partner, the Partnership Representative or a Limited Partner or by reason of serving or having served, at the request of the Partnership in its capacity as Fund General Partner of the Funds, as a director, officer, consultant, advisor, manager, member or partner of any enterprise in which any of the Funds has or had a financial interest, including issuers of Portfolio Investments; provided , that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that his acts or his failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the Funds unavailable. The right to indemnification granted by this Section 5.7 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that he is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 5.7, and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 5.7. In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 5.7 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Article 5 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Article 5. Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Article 5, and shall be entitled to the benefit of the indemnity granted to the Partnership by each of the Funds pursuant to the terms of the Fund LP Agreements.
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for his good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.
(d)      Notwithstanding any of the foregoing provisions of this Section 5.7, the Partnership may but shall not be required to indemnify (i) a Retired Partner (or any other former Limited Partner) with respect to any claim for indemnification or advancement of expenses arising from any conduct occurring more than six months after the date of such Person’s retirement (or other withdrawal or departure), or (ii) a Limited Partner with respect to any claim for indemnification or advancement of expenses as a director, officer or agent of the issuer of any Portfolio Investment to the extent arising from conduct in such capacity occurring more than six months after the complete disposition of such Portfolio Investment by the Fund.
ARTICLE 6     
ADMISSIONS, TRANSFERS AND WITHDRAWALS
Section 6.1
Admission of Additional Limited Partners; Effect on Points
(a)      The General Partner may at any time admit as an additional Limited Partner any Person who has agreed to be bound by this Agreement and may assign Points to such Person and/or increase the Points of any existing Limited Partner, in each case, subject to and in accordance with Section 7.1.
(b)      Each additional Limited Partner shall execute (i) either a counterpart to this Agreement or a separate instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner, and (ii) the documents contemplated by Section 7.1(b), and shall be admitted as a Limited Partner upon such execution.
Section 6.2
Admission of Additional General Partner
The General Partner may admit one or more additional general partners at any time without the consent of any Limited Partner, other than the Required Voting Partners if such additional general partner is not an Affiliate of AGM. No reduction in the Points of any Limited Partner shall be made as a result of the admission of an additional general partner or the increase in the Points of any general partner without the consent of such Limited Partner. Any additional general partner shall be admitted as a general partner upon its execution of a counterpart signature page to this Agreement.
Section 6.3
Transfer of Interests of Limited Partners
(a)      No Transfer of any Limited Partner’s interest in the Partnership, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Limited Partner, unless the prior written consent of the General Partner has been obtained, which consent may be given or withheld by the General Partner. Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of such Limited Partner all or part of such Limited Partner’s interest in the Partnership (subject to continuing obligations of such Limited Partner, including, without limitation, in respect of vesting, restrictive covenants and the Holdback Amount or any AGM Shares acquired in respect thereof (as such terms are defined in a Limited Partner’s Award Letter), including, without limitation, his, her or its right to receive distributions of Operating Profit (other than with respect to AGM Shares); provided , that the Transfer has been previously approved in writing by the General Partner, such approval not to be unreasonably withheld. In the event of any Transfer, all of the conditions of the remainder of this Section 6.3 must also be satisfied.
(b)      A Limited Partner or his legal representative shall give the General Partner notice before the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer, and shall provide sufficient information to allow legal counsel acting for the Partnership to make the determination that the proposed Transfer will not result in any of the following consequences:
(i)      require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ii)      result in a termination of the Partnership for U.S. tax purposes under section 708(b)(1)(B) of the Code or jeopardize the status of the Partnership as a partnership for United States federal income tax purposes; or
(iii)      violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or regulation of any jurisdiction.
Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner.
(c)      In the event any Transfer permitted by this Section 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferees have pursuant to the provisions of this Agreement.
(d)      A permitted transferee shall be entitled to be paid to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to Transfer such interest in accordance with the terms of this Agreement; provided , that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner). Such transferee shall be admitted to the Partnership as a substituted Limited Partner upon execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(e)      Any other provision of this Agreement to the contrary notwithstanding, to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.3, the General Partner may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement.
(f)      In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, at the direction of the General Partner, may, but shall not be required to, file an election under section 754 of the Code and in accordance with the applicable Treasury Regulations, to cause the basis of the Partnership’s assets to be adjusted as provided by section 734 or 743 of the Code.
(g)      The Partnership shall maintain books for the purpose of registering the transfer of partnership interests in the Partnership. No transfer of a partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the Partnership.
(h)      In the event of a Transfer of all of a Limited Partner’s interest in the Partnership, such Limited Partner shall remain liable to the Partnership as contemplated by Section 4.2(b) and shall, if requested by the General Partner, expressly acknowledge such liability in such agreements as may be entered into by such Limited Partner in connection with such Transfer.
Section 6.4
Withdrawal of Partners
A Partner in the Partnership may not withdraw from the Partnership prior to its dissolution. For the avoidance of doubt, any Limited Partner who transfers to a Related Party such Limited Partner’s entire remaining entitlement to allocations and distributions shall remain a Limited Partner, notwithstanding the admission of the transferee Related Party as a Limited Partner, for as long as the transferee Related Party remains a Limited Partner.
Section 6.5
Pledges
(a)      A Limited Partner shall not pledge or grant a security interest in such Limited Partner’s interest in the Partnership unless the prior written consent of the General Partner has been obtained (which consent may be given or withheld by the General Partner).
(b)      Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any Limited Partner may grant to a bank or other financial institution a security interest in such part of such Limited Partner's interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or upon the occurrence of such similar events with respect to such Limited Partner's interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement and, if applicable, shall no longer be considered a Voting Partner for purposes of this Agreement.
(c)      For purposes of the grant, pledge, attachment or perfection of a security interest in a partnership interest in the Partnership or otherwise, each such partnership interest shall constitute a “security” within the meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
(d)      Any partnership interest in the Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form:
Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP EFFECTIVE AS OF JUNE 29, 2018, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
(e)      Each certificate representing a partnership interest in the Partnership shall be executed by manual or facsimile signature of the General Partner on behalf of the Partnership.
(f)      Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of article 8 of the DEUCC, such provision of article 8 of the DEUCC shall control.
ARTICLE 7     
ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS
AND RETIREMENT OF PARTNERS
Section 7.1
Allocation of Points
(a)      Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein.
(b)      Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until:
(i)      the receipt of the following documents, in form and substance reasonably satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and
(ii)      the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner in writing by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner).
(c)      The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction.
(d)      In the event that the General Partner in good faith enters into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Limited Partners whose services to AGM or its Affiliates are substantially dedicated to the private equity business (a “Portfolio Investment Distribution”), then distributions to Partners of Operating Profit with respect to such Portfolio Investment must be commenced following the Portfolio Investment Distribution at the same time to all Partners in respect of their Points, in each case, in accordance with Section 4.1(b).
Section 7.2
Retirement of Partner
(a)      A Limited Partner shall become a Retired Partner upon:
(i)      delivery to such Limited Partner of a notice by the General Partner terminating such Limited Partner’s employment by AGM or an Affiliate thereof, unless otherwise determined by the General Partner;
(ii)      delivery by such Limited Partner of a notice to the General Partner, AGM or an Affiliate thereof stating that such Limited Partner elects to resign from or otherwise terminate his or her employment by or service to AGM or an Affiliate thereof; or
(iii)      the death of the Limited Partner, whereupon the estate of the deceased Limited Partner shall be treated as a Retired Partner in the place of the deceased Limited Partner, or the Disability of the Limited Partner.
(b)      Nothing in this Agreement shall obligate the General Partner to treat Retired Partners alike, and the exercise of any power or discretion by the General Partner in the case of any one such Retired Partner shall not create any obligation on the part of the General Partner to take any similar action in the case of any other such Retired Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each such Retired Partner separately.
Section 7.3
Additional Points
If one or more Partners or Retired Partners is assigned additional Points and such Partner or Retired Partner and the General Partner agree in connection with such assignment that such assignment may be, for purposes of section 83 of the Code, a transfer in connection with the performance of services of an interest that would not qualify as a “profits interest” within the meaning of IRS Revenue Procedure 93-27, then to the extent mutually agreed by such Partner or Retired Partner and the General Partner, the Partnership may make such adjustments to the amounts allocated and distributed to such Partner or Retired Partner with respect to such interest (and corresponding adjustments to other allocations and distributions for Partners and Retired Partners as determined by the General Partner) so as to cause such interest to qualify as a “profits interest” within the meaning of IRS Revenue Procedure 93-27.
ARTICLE 8     
WINDING UP AND DISSOLUTION
Section 8.1
Winding Up and Dissolution of Partnership
(a)      Upon the commencement of the winding up of the Partnership in accordance with the Partnership Law, the General Partner shall wind up the business and administrative affairs and liquidate the assets of the Partnership, except that, if the General Partner is unable to perform this function, a liquidator may be elected by a majority in interest (determined by Points) of Limited Partners and upon such election such liquidator shall liquidate the Partnership. Capital Profit and Capital Loss, Operating Profit and Operating Loss during the Fiscal Years that include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from liquidation shall be distributed in the following manner:
(i)      first, the debts, liabilities and obligations of the Partnership including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Partnership’s assets to the Partners has been completed, shall be satisfied (whether by payment or by making reasonable provision for payment thereof); and
(ii)      thereafter, the Partners shall be paid amounts pro rata in accordance with and up to the positive balances of their respective Capital Accounts, as adjusted pursuant to Article 3.
(b)      Anything in this Section 8.1 to the contrary notwithstanding, the General Partner or liquidator may distribute ratably in kind rather than in cash, upon dissolution, any assets of the Partnership in accordance with the priorities set forth in Section 8.1(a), provided , that if any in kind distribution is to be made the assets distributed in kind shall be valued as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 8.1(a).
(c)      Following the completion of the winding up of the Partnership, the General Partner (or the liquidator as applicable) shall execute, acknowledge and cause to be filed a notice of dissolution (the “Notice of Dissolution”) of the Partnership with the Registrar and the winding up of the Partnership shall be complete on the filing of the Notice of Dissolution.
ARTICLE 9     
GENERAL PROVISIONS
Section 9.1
Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreement
(a)      The General Partner may amend this Agreement at any time, in whole or in part, without the consent of any Limited Partner by giving notice of such amendment to any Limited Partner whose rights or obligations as a Limited Partner pursuant to this Agreement are changed thereby; provided , that any amendment that would effect an adverse change in the contractual rights or obligations of a Partner (such rights or obligations determined without regard to the amendment power reserved herein) may only be made if the written consent of such Partner is obtained prior to the effectiveness thereof; provided , that any amendment that increases a Partner’s obligation to contribute to the capital of the Partnership or increases such Partner’s Clawback Share shall not be effective with respect to such Partner, unless such Partner consents thereto in advance in writing. Notwithstanding the foregoing, the General Partner may amend this Agreement at any time, in whole or in part, without the consent of any Limited Partner to enable the Partnership to (i) comply with the requirements of the “Safe Harbor” Election within the meaning of the Proposed Revenue Procedure of Notice 2005-43, 2005-24 IRB 1, Proposed Treasury Regulation section 1.83-3(e)(1) or Proposed Treasury Regulation section 1.704-1(b)(4)(xii) at such time as such proposed Procedure and Regulations are effective and to make any such other related changes as may be required by pronouncements or Treasury Regulations issued by the Internal Revenue Service or Treasury Department after the date of this Agreement and (ii) enable, when applicable, the Partnership (or the Partnership Representative) to comply with the BBA Audit Rules or to make any elections or take any other actions available thereunder; provided , that any amendment pursuant to clauses (i) or (ii) that would cause a Limited Partner’s rights to allocations and distributions to suffer a material adverse change only may be made if the written consent of such Limited Partner is obtained prior to the effectiveness thereof. An adjustment of Points shall not be considered an amendment to the extent effected in compliance with the provisions of Section 7.1 or Section 7.3 as in effect on the date hereof or as hereafter amended in compliance with the requirements of this Section 9.1(a). The General Partner’s approval of or consent to any transaction resulting in the substitution of another Person in place of the Partnership as the managing or general partner of any of the Funds or any change to the scheme of distribution under any of the Fund LP Agreements that would have the effect of reducing the Partnership’s allocable share of the Net Income of any Fund shall require the consent of any Limited Partner adversely affected thereby.
(b)      Notwithstanding the provisions of this Agreement, including Section 9.1(a), it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into one or more side letters or similar agreements with one or more Limited Partners which have the effect of establishing rights under, or altering or supplementing the terms of this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement with one or more Limited Partners shall govern with respect to such Limited Partner or Limited Partners notwithstanding the provisions of this Agreement. Any such side letters or similar agreements shall be binding upon the Partnership or the General Partner, as applicable, and the signatories thereto as if the terms were contained in this Agreement, but no such side letter or similar agreement between the General Partner and any Limited Partner or Limited Partners and the Partnership shall adversely amend the contractual rights or obligations of any other Limited Partner without such other Limited Partner’s prior consent.
(c)      The provisions of this Agreement that affect the terms of the Co-Investors (A) Partnership Agreement applicable to Limited Partners constitute a “side letter or similar agreement” between each Limited Partner and the general partner of Co-Investors (A), which has executed this Agreement exclusively for purposes of confirming the foregoing.
Section 9.2
Special Power-of-Attorney
(a)      Each Partner hereby irrevocably makes, constitutes and appoints the General Partner with full power of substitution, the true and lawful representative and attorney-in-fact, and in the name, place and stead of such Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish:
(i)      any amendment to this Agreement which complies with the provisions of this Agreement (including the provisions of Section 9.1);
(ii)      all such other instruments, documents and certificates which, in the opinion of legal counsel to the Partnership, may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership as an exempted limited partnership;
(iii)      all such instruments, certificates, agreements and other documents relating to the conduct of the investment program of any of the Funds which, in the opinion of such attorney-in-fact and the legal counsel to the Funds, are reasonably necessary to accomplish the legal, regulatory and fiscal objectives of the Funds in connection with its or their acquisition, ownership and disposition of investments, including, without limitation:
(A)      the governing documents of any management entity formed as a part of the tax planning for any of the Funds and any amendments thereto; and
(B)      documents relating to any restructuring transaction with respect to any of the Funds’ investments,
provided , that such documents referred to in clauses (A) and (B) above, viewed individually or in the aggregate, provide equivalent financial and economic rights and obligations with respect to such Limited Partner and otherwise do not:
(1)      increase the Limited Partner’s financial obligation to make capital contributions with respect to the relevant Fund (directly or through any associated vehicle in which the Limited Partner holds an interest);
(2)      diminish the Limited Partner’s entitlement to share in profits and distributions with respect to the relevant Fund (directly or through any associated vehicle in which the Limited Partner holds an interest);
(3)      cause the Limited Partner to become subject to increased personal liability for any debts or obligations of the Partnership or other Partners; or
(4)      otherwise result in an adverse change in the rights or obligations of the Limited Partner in relation to the conduct of the investment program of any of the Funds;
(iv)      any instrument or document necessary or advisable to implement the provisions of Section 3.9 of this Agreement, including, but not limited to, the limited partnership agreement of Apollo Advisors IX (EH), L.P., a Cayman Islands exempted limited partnership, or any joinder in relation to such Partner’s admission as a partner of Apollo Advisors IX (EH), L.P.;
(v)      any written notice or letter of resignation from any board seat or office of any Person (other than a company that has a class of equity securities registered under the United States Securities Exchange Act of 1934, as amended, or that is registered under the United States Investment Company Act of 1940, as amended), which board seat or office was occupied or held at the request of the Partnership or any of its Affiliates; and
(vi)      all such proxies, consents, assignments and other documents as the General Partner determines to be necessary or advisable in connection with any merger or other reorganization, restructuring or other similar transaction entered into in accordance with this Agreement (including the provisions of Section 9.6(c)).
(b)      Each Limited Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without his consent. If an amendment of the Certificate or this Agreement or any action by or with respect to the Partnership is taken by the General Partner in the manner contemplated by this Agreement, each Limited Partner agrees that, notwithstanding any objection which such Limited Partner may assert with respect to such action, the General Partner is authorized and empowered, with full power of substitution, to exercise the authority granted above in any manner which may be necessary or appropriate to permit such amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each other Partner will rely on the effectiveness of this special power-of-attorney with a view to the orderly administration of the affairs of the Partnership. This power-of-attorney is a special power-of-attorney and is intended to secure a proprietary interest and the performance of the obligations of each Limited Partner in favor of the General Partner and as such:
(i)      shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any party granting this power-of-attorney, regardless of whether the Partnership or the General Partner shall have had notice thereof; and
(ii)      shall survive any Transfer by a Limited Partner of the whole or any portion of its interest in the Partnership, except that, where the transferee thereof has been approved by the General Partner for admission to the Partnership as a substituted Limited Partner, this power- of-attorney given by the transferor shall survive such Transfer for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect such substitution.
Section 9.3
Good Faith; Discretion
To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement the General Partner is permitted or required to make a decision (a) in its “sole discretion” or “discretion,” the General Partner shall be entitled to consider only such interests and factors as it desires, including its and its Affiliates’ own interests (so long as, and only to the extent that, the General Partner also considers the interests of the Partnership and the Limited Partners as a whole), and shall otherwise have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or any other Person, or (b) in its “good faith” or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standard, and may exercise its discretion differently with respect to different Limited Partners.
Section 9.4
Notices
Any notice required or permitted to be given under this Agreement shall be in writing. A notice to the General Partner shall be directed to the attention of Leon D. Black with a copy to the general counsel of the Partnership. A notice to a Limited Partner shall be directed to such Limited Partner’s last known residence as set forth in the books and records of the Partnership or its Affiliates (a Limited Partner’s “Home Address”). A notice shall be considered given when delivered to the addressee either by hand at his Partnership office or electronically to the primary e-mail account supplied by the Partnership for Partnership business communications, except that a notice to a Retired Partner or a notice demanding cure of a Bad Act shall be considered given only when delivered by hand or by a recognized overnight courier, together with mailing through the United States Postal System by regular mail to such Retired Partner’s Home Address.
Section 9.5
Agreement Binding Upon Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors by operation of law, but the rights and obligations of the Partners hereunder shall not be assignable, transferable or delegable except as expressly provided herein, and any attempted assignment, transfer or delegation thereof that is not made in accordance with such express provisions shall be void and unenforceable.
Section 9.6
Merger, Consolidation, etc.
(a)      Subject to Section 9.6(b) and Section 9.7(c), the Partnership may merge or consolidate with or into one or more limited partnerships formed under the Act or other business entities (as defined in section 17-211 of the Act) pursuant to an agreement of merger or consolidation which has been approved by the General Partner.
(b)      Subject to Section 9.6(c) but notwithstanding any other provision to the contrary contained elsewhere in this Agreement, an agreement of merger or consolidation approved in accordance with Section 9.6(a) may, to the extent permitted by section 17-211(g) of the Act and Section 9.6(a), (i) effect any amendment to this Agreement, (ii) effect the adoption of a new partnership agreement for the Partnership if it is the surviving or resulting limited partnership in the merger or consolidation, or (iii) provide that the partnership agreement of any other constituent limited partnership to the merger or consolidation (including a limited partnership formed for the purpose of consummating the merger or consolidation) shall be the partnership agreement of the surviving or resulting limited partnership.
(c)      The General Partner shall have the power and authority to approve and implement any merger, consolidation or other reorganization, restructuring or similar transaction without the consent of any Limited Partner, other than any Limited Partner with respect to which such transaction will, or will reasonably be likely to, result in any change in the financial rights or obligations or material change in other rights or obligations of such Limited Partner conferred by this Agreement and any side letter or similar agreement entered into pursuant to Section 9.1(b) or the imposition of any new financial or other material obligation on such Limited Partner. Subject to the foregoing, the General Partner may require one or more of the Limited Partners to sell, exchange, transfer or otherwise dispose of their interests in the Partnership in connection with any such transaction, and each Limited Partner shall take such action as may be directed by the General Partner to effect any such transaction.
Section 9.7
Governing Law; Dispute Resolution
(a)      This Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws rules thereof.
(b)      Subject to Section 9.7(c), any dispute, controversy, suit, action or proceeding arising out of or relating to this Agreement will be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Delaware law) in accordance with, and pursuant to, the applicable rules of JAMS (“JAMS”). The arbitration shall be conducted on a strictly confidential basis, and none of the parties shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action, to any third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms. The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the United States Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the JAMS administrative fees, the arbitrator’s fee and expenses. If neither party is so determined, such fees shall be shared. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR THE PARTNER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
(c)      Nothing in this Section 9.7 will prevent the General Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., injunction or restraining order), in addition to and not in lieu of any other remedy to which it may be entitled at law or in equity, if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with any breach or anticipated breach of any Restrictive Covenants set forth in Annex D of a Limited Partner’s Award Letter; provided , that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other relief in a judicial proceeding and all parties submit to the exclusive jurisdiction of the forum described in Section 9.7(b) hereto for any dispute or claim concerning continuing entitlement to distributions or other payments, even if such dispute or claim involves or relates to any Restrictive Covenants set forth in Annex D of a Limited Partner’s Award Letter. For the purposes of this Section 9.7(c), each party hereto consents to the exclusive jurisdiction and venue of the courts of the Cayman Islands.
Section 9.8
Termination of Right of Action
Every right of action arising out of or in connection with this Agreement by or on behalf of any past, present or future Partner or the Partnership against any past, present or future Partner shall, to the fullest extent permitted by applicable law, irrespective of the place where the action may be brought and irrespective of the residence of any such Partner, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.
Section 9.9
No Third Party Beneficiary
Except with respect to the rights of Covered Persons hereunder, each of whom shall be an intended beneficiary and shall be entitled to enforce the provisions of Section 5.7 as if it were a party to this Agreement, the provisions of this Agreement are intended only for the regulation of relations among Partners and between Partners and former or prospective Partners and the Partnership. Notwithstanding any term of this Agreement, the consent of or notice to any Person who is not a party to this Agreement shall not be required for any termination, rescission, or agreement to any variation, waiver, assignment, novation, release or settlement under this Agreement at any time.
Section 9.10
Reports
As soon as practicable after the end of each taxable year, the General Partner shall furnish to each Limited Partner (a) such information as may be required to enable each Limited Partner to properly report for United States federal and state income tax purposes his distributive share of each Partnership item of income, gain, loss, deduction or credit for such year, and (b) a statement of the total amount of Operating Profit or Operating Loss for such year, including a copy of the United States Internal Revenue Service Schedule “K-1” issued by the Partnership to such Limited Partner, and a reconciliation of any difference between (i) such Operating Profit or Operating Loss, and (ii) the aggregate net profits or net losses allocated by the Funds to the Partnership for such year (other than any difference attributable to the aggregate Capital Profit or Capital Loss allocated by the Funds to the Partnership for such year).
Section 9.11
Filings
The Partners hereby agree to take any measures necessary (or, if applicable, refrain from any action) to ensure that the Partnership is treated as a partnership for federal, state and local income tax purposes.
Section 9.12
Headings, Gender, Etc.
The section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. As used herein, masculine pronouns shall include the feminine and neuter, and the singular shall be deemed to include the plural.
Signature Page Follows

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

General Partner:

APOLLO CAPITAL MANAGEMENT IX, LLC


By:
/s/ Laurie D. Medley             
Name:     Laurie D. Medley
Title:     Vice President

In the presence of:


/s/ Juliette Sandleitner                 
Name: Juliette Sandleitner         


Limited Partners:

APH HOLDINGS, L.P.  

By:
Apollo Principal Holdings III GP, Ltd.,
its general partner


By:
/s/ Laurie D. Medley             
Name:     Laurie D. Medley
Title:     Vice President

In the presence of:


/s/ Juliette Sandleitner                 
Name: Juliette Sandleitner     

    






APOLLO GLOBAL CARRY POOL INTERMEDIATE, L.P.

By:
Apollo Global Carry Plan GP, LLC,
with respect to Series I thereof,
its general partner

By:
APH Holdings, L.P.,
its sole member

By:
Apollo Principal Holdings III GP, Ltd.,
its general partner


By:
/s/ Laurie D. Medley             
Name:     Laurie D. Medley
Title:     Vice President

In the presence of:


/s/ Juliette Sandleitner                 
Name: Juliette Sandleitner     

 
For purposes of Section 9.1(c):

APOLLO CO-INVESTORS MANAGER, LLC


By: /s/ Laurie D. Medley             
Name:     Laurie D. Medley
Title:     Vice President

In the presence of:


/s/ Juliette Sandleitner                 
Name: Juliette Sandleitner    




Exhibit 10.71

Apollo Advisors IX, L.P.
Award Letter

______________, _____


Name of Carry Plan Participant
Address of Carry Plan Participant

Dear _________:
Reference is made to the limited partnership agreement of Apollo Advisors IX, L.P. effective as of June 1, 2017 (as the same may be amended, restated, modified or supplemented from time to time, the “ Carry Plan LPA ”). Capitalized terms not defined herein have the meanings set forth in the Carry Plan LPA.
This letter is your “Award Letter” as defined in the Carry Plan LPA.
Your Initial Point Award
You are being granted the number of Points set forth on your Participant Execution Page (out of a maximum of [ ] Points that will be issued and outstanding at any time) on the terms set forth in this Award Letter and the Carry Plan LPA. Your Points will not be reduced (or otherwise be subject to dilution) except (i) as a result of becoming a Retired Partner as described below under “Effect of Retirement on Points; Vesting Terms,” (ii) as described below under “Dilution,” (iii) as a result of a breach of a Restrictive Covenant as described in Annex D hereto, or (iv) as otherwise provided in Section 7.1(b)(ii) (relating to your default in your capital commitment with respect to the Fund) of the Carry Plan LPA. For the avoidance of doubt, notwithstanding anything to the contrary herein or in the Carry Plan LPA, there shall be a maximum of [ ] Points available for issuance at any time.
Effect of Retirement on Points; Vesting Terms
As of the date that you become a Retired Partner, your Points will be reduced automatically to (a) zero if your retirement is the consequence of a Bad Act and (b) otherwise, an amount equal to your Vested Points calculated as of that date. The General Partner may (but has no obligation to) agree to a lesser reduction (or to no reduction) of your Points or a later effective date.
The term “ Bad Act ” has the meaning set forth in Annex C hereto.
The term “ Vesting Percentage ” as applied to you means, as of the date you become a Retired Partner: [ ]
The term “ Vested Points ” means the sum of the following products with respect to all of your Points held as of the date you became a Retired Partner: (i) the number of such Points that have the same Vesting Commencement Date multiplied by (ii) the Vesting Percentage applicable to such Points as of the date you became a Retired Partner.
The term “ Vesting Commencement Date ” means [ ].
Dilution
The number of Points allocated to you may be reduced as a consequence of an allocation of Points to another Partner only if all of the following conditions are satisfied:
(1)
The allocation of Points is to be made to a Person who is (or will become at the time of the Point allocation) a Team Member.
(2)
Team Members will hold a number of Points in the aggregate that is greater than the Reserved Team Points.
(3)
After giving effect to any reduction in your Points, you will have at least [ ] Points (or, if you are a Retired Partner at the time of the proposed reduction, the product of [ ] multiplied by the applicable Vesting Percentage at the time of Retirement).
(4)
The Commitment Period has not expired. For the avoidance of doubt, a Team Member’s Points shall not be reduced as a consequence of an allocation of Points to another Person on and following the expiration of the Commitment Period.
(5)
The reduction in your Points shall not exceed a x b , where:
a =
the excess of the number of Points described in clause (1), above, over the number, determined before such allocation, of Reserved Team Points that are not held by Team Members (“Applicable Points”).
b =
a fraction equal to the number of Points that you held immediately prior to such reduction divided by the sum of (i) the aggregate number of Points that were held immediately prior to such reduction by all Team Members whose Points are to be reduced plus (ii) the aggregate number of Points that were held by APH and the Founder Partners immediately prior to such reduction plus (iii) the aggregate number of Points that were held by any other Limited Partner who had more than [ ] Points at such time.
If, as a result of the formula described in clause (5) above, your Points would be reduced to below [ ], your Points shall be reduced to [ ] and the balance of the Points that would otherwise have reduced your Points shall instead be treated as Applicable Points. The same principle shall apply to any other Limited Partner, other than APH or a Founder Partner, whose Points would otherwise be reduced to below [ ].
The term “ Reserved Team Points ” means a number of Points equal to the sum of (a) the total initial number of Points that were offered by the General Partner to prospective Team Members at the time when prospective Team Members were initially invited to join the Partnership, as confirmed in an email from AGM’s Head of Human Resources to the Lead Partner of Private Equity, plus (b) [ ].
Mandatory Purchases and Repurchases of AGM Shares
A portion of all distributions (the “ Holdback Amount ”) in a given quarter will be required to be used by you to purchase Class A shares of AGM (“ AGM Shares ”) in accordance with the terms and conditions set forth herein. The Holdback Amount will be based on the following formula, except to the extent reduced by the Executive Committee:
[ ]
Notwithstanding the foregoing, the General Partner in its good faith discretion may elect not to apply toward the Holdback Amount any cash distribution or portion thereof identified by the General Partner as being an appropriate amount to assist you in satisfying tax obligations associated with your status as a partner (any such amount that would have been part of the Holdback Amount but for such election, the “Suspense Amount”), subject to recapturing from the portion of subsequent distributions that would otherwise be payable in cash and applying toward the Holdback Amount an amount equal to the Suspense Amount. In addition, the General Partner in its good faith discretion may elect to include or exclude any portion of a special distribution of a Catch-Up Amount from a year-to date calculation.
The Holdback Amount, if any, will be distributed on, and the date of grant will be as of, the earliest to occur of (a) the 11th Business Day of the first “trading window” that occurs during the quarter following the quarter end to which the distribution relates, (b) two (2) Business Days before the AGM Share distribution record date that occurs during such succeeding quarter, and (c) 10 days before the end of such succeeding quarter or, if such date falls on a weekend or holiday, the next preceding Business Day. The General Partner (or its designee) shall serve as agent in effecting the acquisition by you of the AGM Shares on the date such amounts are distributed (i.e., no cash distribution will actually be made to you, but rather, the Holdback Amount will be paid directly to AGM on your behalf to acquire AGM Shares). The number of AGM Shares to be distributed on any such distribution date shall be based on the fair market value of the AGM Shares (calculated based on the volume weighted average price of the AGM Shares for the ten trading days immediately preceding the date of grant). Only whole AGM Shares will be acquired, and cash shall be distributed to you in lieu of fractional AGM Shares. The Holdback Amount may be subject to distribution solely in cash if it would otherwise cause a de minimis number of AGM Shares to be distributed.
As long as you are associated with Apollo as an employee or partner, all AGM Shares will be granted under and subject to the vesting, forfeiture, transfer and other terms set forth in the Restricted AGM Share Award Grant Notice and Restricted AGM Share Award Agreement attached hereto as Annex A.
If you have vested Points following your separation from service, a Holdback Amount shall still apply, but any AGM Shares acquired will not be subject to vesting or forfeiture and may be granted outside of the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan. However, such AGM Shares shall be subject solely to the transfer restrictions and other terms set forth in the Retired Partner AGM Share Award Grant Notice and Retired Partner AGM Share Award Agreement attached hereto as Annex B.
If you become a Retired Partner (i) following the retention by the General Partner of any Holdback Amount, and (ii) prior to the time of the acquisition of the applicable AGM Shares with respect to such Holdback Amount, then the AGM Shares, or portion thereof, as applicable, that would have otherwise been acquired with the Holdback Amount shall be forfeited to the same extent as AGM Shares would have been forfeited if purchased on the distribution date.
In the case of any AGM Shares that are subject to mandatory repurchase from you by AGM pursuant to the provisions of Annex A or Annex B, the cash proceeds of such mandatory repurchase will be contributed by AGM, as your agent, to the Partnership for distribution to APH and, for all purposes of this Award Letter and the Carry Plan LPA, such cash contribution shall be treated as contributed by you to the Partnership and will increase your Capital Account.
For purposes of calculating your Clawback Share, AGM Shares (including, for the avoidance of doubt, any such shares that have previously vested, but excluding any such shares that have previously been mandatorily repurchased by AGM) shall be valued, without regard to any restrictions thereon and/or whether or not you still retain such AGM Shares, based on the purchase price of such AGM Shares as set forth on the grant notice provided with respect to such AGM Shares.
Capital Commitment; Adjustments for Point Dilution and Retirement
Your required capital commitment to Co-Investors (A) is the dollar amount set forth on your Participant Execution Page (the “ Required Commitment ”). If indicated on your Participant Execution Page, you also agree to make an additional capital commitment to Co-Investors (A) in the amount so indicated (the “ Additional Commitment ”).
Restrictive Covenants
In consideration of your participation in the Carry Plan LPA, you will be subject to restrictions in favor of AGM regarding confidentiality, non-solicitation, non-interference, intellectual property rights, non-disparagement and non-competition as set forth in Annex D, and AGM and its principal executive officers and the Founder Partners shall be subject to restrictions in your favor regarding non-disparagement as set forth in Annex D. The confidentiality and non-disparagement restrictions shall survive indefinitely following separation from service.
Equal Treatment
Except as otherwise specifically provided herein or in the Carry Plan LPA, the General Partner will not treat you in a manner that is adverse in comparison with the treatment of APH or the Founder Partners with respect to allocations of Operating Profit, distributions (including liquidating distributions) of Operating Profit (including form, timing and amount of such distributions), Point dilution and funding of Clawback Shares. For the avoidance of doubt, the foregoing is not intended to limit the General Partner’s authority relating to forfeiture of Points due to retirement or Bad Acts and allocation of Points to APH to the extent not required to be allocated to Team Members, in each case, in accordance with the terms and conditions set forth herein and in the Carry Plan LPA
Corporate Clawback Policy
To the extent mandated by applicable law and/or as set forth in a written clawback policy, AGM Shares awarded under the Carry Plan LPA and amounts distributed in respect of Points may be subject to such policy solely, unless otherwise required by law, to the extent such policy was in effect as of the date the applicable Points were awarded.
Miscellaneous
Your admission to the Partnership and Co-Investors (A) as a limited partner will take effect upon your delivery to the General Partner of your signed Participant Execution Page. This Award Letter shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws that would cause the laws of another jurisdiction to apply. This Award Letter is binding on and enforceable against the General Partner, the Partnership and you. This Award Letter may be amended only with the consent of each party hereto. This Award Letter may be executed by facsimile and in one or more counterparts, all of which shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

If the above correctly reflects our understanding and agreement with respect to the foregoing matters, please so confirm by signing the enclosed copy of this Award Letter.

Very truly yours,


APOLLO ADVISORS IX, L.P.

By:    Apollo Capital Management IX, LLC,
its general partner


By:                         
Name:    
Title:    Vice President



APOLLO CAPITAL MANAGEMENT IX, LLC



By:                         
Name:    
Title:    Vice President





Annex A
[Restricted AGM Share Award Grant Notice and Restricted AGM Share Award Agreement]


Annex B
[Retired Partner AGM Share Award Grant Notice and Retired Partner AGM Share Award Agreement]


Annex C
Definition of Bad Act
“Bad Act” means your:
(a)    commission of an intentional violation of a material law or regulation in connection with any transaction involving the purchase, sale, loan, pledge or other disposition of, or the rendering of investment advice with respect to, any security, asset, futures or forward contract, insurance contract, debt instrument or currency, in each case, that has a significant adverse effect on your ability to perform your services to AGM or any of its Affiliates;
(b)    commission of an intentional and material breach of a material provision of a written AGM code of ethics (other than any AGM code of ethics adopted after the date of your admission to the Partnership with the primary purpose of creating or finding “Bad Acts”);
(c)    commission of intentional misconduct in connection with your performance of services for AGM or any of its Affiliates;
(d)    commission of any misconduct that, individually or in the aggregate, has caused or substantially contributed to, or is reasonably likely to cause or substantially contribute to, material economic or reputational harm to AGM or any of its Affiliates (excluding any mistake of judgment made in good faith with respect to a portfolio investment or account managed by AGM or its Affiliates, or a communication made to the principals or other partners, in a professional manner, of a good faith disagreement with a proposed action by AGM or any of its Affiliates);
(e)    conviction of a felony or plea of no contest to a felony charge, in each case if such felony relates to AGM or any of its Affiliates;
(f)    fraud in connection with your performance of services for AGM or any of its Affiliates; or
(g)    embezzlement from AGM or any of its Affiliates or interest holders;
provided , that
(i)    you have failed to cure within fifteen Business Days after notice thereof (delivered in accordance with Section 9.3 of the Carry Plan LPA), to the extent such occurrence is susceptible to cure, the items set forth in clauses (b) and (d), and
(ii)    during the pendency of any felony charge under clause (e), AGM and its Affiliates may suspend payment of any distributions in respect of your Points, and if (A) the you are later acquitted or otherwise exonerated from such charge, or (B) your employment or service with AGM or its applicable Affiliate does not terminate, then (1) AGM or its applicable Affiliate shall pay to you all such accrued but unpaid distributions with respect to your vested Points, with interest calculated from the date such distributions were suspended at the prime lending rate in effect on the date of such suspension, and (2) throughout the period of suspension (or until the date of termination of employment or service, if earlier), distributions with respect to your unvested Points shall continue to accrue, and your Points shall continue to vest, in accordance with the terms and conditions set forth herein.
For purposes of this Annex C, the term “ Affiliate” includes Portfolio Companies.


Annex D
Restrictive Covenants
[ ]



Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Leon Black, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 of Apollo Global Management, LLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.



Date: November 5, 2018
 
/s/ Leon Black
Leon Black
Chief Executive Officer




Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Martin Kelly, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 of Apollo Global Management, LLC
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: November 5, 2018
 
/s/ Martin Kelly
Martin Kelly
Chief Financial Officer




Exhibit 32.1
Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leon Black, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2018
 
/s/ Leon Black
Leon Black
Chief Executive Officer
 
*
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.




Exhibit 32.2
Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin Kelly, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2018
 
/s/ Martin Kelly
Martin Kelly
Chief Financial Officer
 
 
*
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.