Good morning and welcome to Apollo Global Management's Second Quarter 2019 Earnings Conference Call. During today's presentation all callers will be placed in listen-only mode and following management's prepared remarks, the conference call will be opened for questions. This conference call is being recorded. This call may include forward-looking statements and projections, which do not guarantee future events or performance. Please refer to Apollo's most recent SEC filings for risk factors related to these statements. Apollo will be discussing certain non-GAAP measures on this call, which management believes are relevant in assessing the financial performance of the business. These non-GAAP measures are reconciled to GAAP figures in Apollo's earnings presentation, which is available on the Company's website. Also, note that nothing on this call constitutes an offer to sell or a solicitation of an offer of purchase an interest in any Apollo fund. I would now like to turn the call over to Gary Stein, Head of Corporate Communications.

Great. Thanks, operator. Welcome to our second quarter earnings call. Joining me this morning are Leon Black, Chairman and Chief Executive Officer and Martin Kelly, Chief Financial Officer and Co-Chief Operating Officer. Our Co-Presidents, Scott Kleinman, and Jim Zelter are also here with us and will be available during the Q&A portion of today's call. Earlier this morning, we reported distributable earnings of $0.56 per share, which led to a cash distribution of $0.50 per share for the second quarter. The quarter's distributable earnings were primarily driven by pretax fee-related earnings or FRE of $0.58 per share. As a reminder, we will be hosting an Investor Day on November 7 and we look forward to sharing more details with you in the near future. With that, I'll turn the call over to Leon Black.

Thanks, Gary, and thank you all for joining us. I'd like to focus my remarks this morning on a handful of topics starting with Apollo’s ability to generate a stable and growing stream of cash earnings through a variety of market conditions. Next, I'd like to highlight some strategic capital transactions announced during the quarter and provide you with some details on our approach towards responsible investing in conjunction with the report we published yesterday. Finally, I'd like to give you an update on our C-Corp conversion which we announced during our prior earnings call. From there Martin will discuss current quarter results and forward drivers of growth for Apollo before we take your questions. Over the past 12 months, we have seen significant volatility across various equity and debt markets, including a 20% decline from peak to trough in the S&P 500 before rebound above prior market highs, also more than 200 basis points of widening and high yield bond spreads before recovering to prestressed levels, and finally a U.S. market interest rate consensus, which has swung quickly from expecting more rate hikes to now anticipating multiple rate cuts. In contrast to these fluctuations over the last year, Apollo has continued to demonstrate steady growth in AUM, which has reached $312 billion, reflecting a 16% increase from the prior year with strong visibility into future growth led by Athora’s pending acquisition of VIVAT. This AUM growth has been driven by strong fundraising and a substantial base of permanent and long-dated capital. Over the past 12 months, gross inflows have totaled $65 billion and we have deployed $15 billion across our commitment-based funds alone. Together this has driven $51 billion of inflows to fee generating AUM. Against the volatile market backdrop during the last four quarters, our management fees have…

Great. Thanks Leon, and good morning, everyone. I'd like to start with the results for the quarter which we believe reinforced the strength and stability of our fee related earnings, as well as continued growth and diversification across the Apollo franchise. We reported distributable earnings of $230 million or $0.56 per share for the second quarter driven primarily by fee related earnings. Pretax fee related earnings of $239 million or $0.58 per share. We're complemented by a modest amount of realized performance fees and realized investment income, principally generated by monetization activity in private equity and credit. For the 12 months ended June 30, 2019, FRE total $2.19 per share reflecting 35% growth over the prior 12-month period. This growth were supported by 21% management fee growth over the same period and an emphasis on efficiency and cost discipline driving margin expansion despite ongoing investment as we grow across each of our segments, revenues from management fee have comprised approximately 90% of our total fee related revenues historically and have been supported by a durable base of fee generating assets under management, more than 90% of which is permanent capital or in funds with contractual life of five years or more at inception. We remain focused on growing our FRE since it is a reliable source of cash each quarter, regardless of whether we have any significant realizations from the funds we manage. We declared a $0.50 per Class A share, cash distribution in a very light realization quarter, bringing the total Class A cash distribution for the 12 months ended June 30 2019 to $1.98 per share. Advisory and transaction fees of $31 million in the quarter, included co-invest fees related to Hybrid Values, Direct ChassisLink transaction and some capital deployment in Credit and Real Assets. Transaction fees can…

Thank you. The floor is now open for questions. [Operator Instructions] Our first question comes from the line of Alexander Blostein of Goldman Sachs.

Hey. Good morning, everybody. Leon, I was hoping to first touch on the lower interest rate environment and pretty rapid change in expectations here and just thinking about whether they could accelerate some of the insurance activity with [indiscernible] waiting on for a little bit of time now, whether with faster kind of risk transfers and fixed annuities or variable annuities or other kind of longer dated insurance products that could sort of accelerate some of the growth at some of your primary capital product?

Alex, this is Jim Zelter. I would say, as you pointed out, there's been a pretty strong reversal in expectations from last fall, interest rate rising to what's happening or what is proposed and was suggested today by the Fed in terms of lowering rates. You know, I would say that we have been active in our acquisition pipeline. I do think that that this rate environment overall and the success of companies that have made the decision to sell either fixed or variable annuities, they've been rewarded by the equity market for making that call. But we're not seeing a dramatic shift in activity. There's a strong pipeline. But I would not – I guess I wouldn't say that the change in new rate outlook dramatically has increased that since last fall. There's a variety of assets and products for sale. We've been successful in some of them in the U.S. and in Europe. But I think overall, the rate environment, the dramatic change in expectations has not caused a rapid increase in the portfolios or the businesses lines for sale.

Our next question comes from the line of Robert Lee of KBW.

Great. Thanks taking my questions. Maybe going back to the conversion, I make this kind of a two part if I may. First thing is, and I think you've talked about this previously, but some of your peers who've converted have changed their dividend policy to kind of more of a fixed quarterly reinvesting the rest or maybe you're in true-up. So can you update us on your thinking on that, around the conversion? And then second conversion question, understanding expectations is to sometime this quarter, I’ve just kind of curious why most of your peers are able to kind of pinpoint a specific date like June 1 or whatever it maybe kind of – should we be thinking that this is like last day of the quarter, first to the fourth, and just kind of try and get a clearer sense of like an actual conversion date.

Robert, this is Martin. I'll just make this point. So with respect to the dividend, we don't expect any changes from what we've previous you said, which is we expect to pay out substantially all of our cash earnings subject to what we need to do or trying to operate the business. We are constantly evaluating alternatives and meeting with shareholders and listening to opinions. And we run a balance sheet model, and we plan to continue that. And on balance what we've heard is that the more favored form of capital return is through a higher payout then through repurchases. So that's our composition. We'll continue to evaluate it, but we don't fine tune to make any changes on that as we go through the conversion. And then with respect to the date, we are subject to a couple of regulatory approvals, which are a consequence of affiliations with insurance companies. And so we're confident that it will happen within or by the end of the third quarter, we are mindful of the rebalancing dates for the different indices in particular CRISP. And so we continue to monitor that. But it's a process that is largely outside of our control. And so while we hope that we could get done before the CRISP rebalancing date, we don't have any particular clarity in that, but we expect to be done by the end of the third quarter.

Great. And if I could maybe do a quick follow-up on, maybe on Athene, and I know you guys have addressed this multiple times, but clearly there's some investor reticence or push back against the Athene relationships. So could you maybe help us again kind of walk through kind of how you view not just the fee structure versus kind of what's out there, but also maybe dive into a little bit more some of the other services maybe you're bringing to Athene that are not as widely appreciated whether it's the co-invest vehicle or M&A, whatever it may be?

Great. This is Jim, again. So I think that we have been consistent the holistic broad historic relationship, which has allowed Athene to be created 10 years ago and resulted in the company. Today, it is multifold. Certainly, we add a lot of value in running the assets day-to-day, quarter-to-quarter and have done so and have provided a very strong return vis-à-vis the peers on a risk adjusted basis. So first and foremost, we are an asset manager for them and believe we've done a great job and added a tremendous amount of value. As you alluded to though, it's really a multifaceted relationship. Certainly, in terms of our ability to help them with capital structure and capital formation like we're doing what Leon mentioned in the Apollo theme diversified insurance partnership, creative ideas on how to give them capital. That's competitive versus their peers. We have consistently provided vehicles, which have allowed them to do that. Secondly, I would say is the strategic M&A pipeline. There have been numerous transactions over the decade where either we, at Apollo led in terms of the structuring, sourcing, the analytical or even the ability to source exclusively, whether it was the Lincoln transaction last year, the Voya transaction, so we've – time and time again been able to show great value on the formation of liabilities, which has really led to the size of the theme today. The third thing I would mention is the creative platforms that we've put together, exclusive platforms such as MidCap, such as our activities in aviation, and a variety of other platforms, residential mortgages, which has allowed them to really bring on assets. These are peers in a scale manner, opted to do so in a risk-adjusted basis, which does not put risk on the balance sheet, but creates extra yield. So really the combination, I've listed four there. So it's the asset management. It's the capital formation. It's the strategic M&A and advisory, and then finally the platforms. And I'd be remiss if not talking about the overall risk and asset liability and other skills we provide. So very holistic across the Board and we look forward on November 7 getting into greater detail on all these activities.

Our next question comes from one of Michael Carrier of Bank of America Merrill Lynch.

Good morning. Thanks for taking the question. So maybe just on the insurance side of the business, post the enough deal with Athora that you increased the skill. How are you looking at or seeing the organic growth opportunity in Europe versus what we've seen within the U.S., meaning just given maybe some of the differences and some of the complexities, but what you have in place now? And then on a transaction side, whether it's in Europe or the U.S., has the opportunity set, changed much? I think over the past, you said there's been a handful of opportunities that you've been either in conversations or are looking at, but with the rate environment, has that changed or is that you actually accelerated that?

Well, let's – there's a bunch of questions in there. Let's separate them. I would say in the U.S., fairly active, consistent pipeline over the last 12 to 18 months, fixed variable and a variety of other areas that have been mentioned long-term care. We've been pretty judicious about processes. We've been very clear that, what we like about, one of the benefits of our scale is that we can be a scale solution provider. So on the smaller, more competitive transactions, we've probably shied away from those and if not lead in – leaned in as much, but where we can provide like we did with Voya, a multitude of solutions to one counterparty that's where we've really chosen to spend our time. As you point out, the organic business in the fixed annuity business in the U.S. still quite strong. And certainly Athene can comment about that, but they've seen a steady growth in that business. And if someone pointed out earlier, the whole PRT sector, we've made some nice head roads – in roads into that sector and brought on a few transactions. And I think we'll continue to do so. So with a theme in the U.S., there's a multitude of drivers, organic PRT, different lines of business along with a pretty steady M&A pipeline. Switching over to Europe, for the most part, we've really been focusing on the environment in terms of large scale acquisitions like we Leon mentioned with VIVAT. The organic business is a bit different over there and I think in a broader form in November, we can get into that a little bit better. We're still on a regulatory approval process with that. But to your point, I think that what we'd be assuming that broader opportunities in the U.S. multifaceted and Europe a little bit more of the M&A pipeline with some organic growth to follow.

Our next question comes from the line of Devin Ryan of JMP Securities.

Great. Good morning, everyone. So question just on the credit side of the business. Obviously it was a nice quarter of investment performance. But realizations in the business had been a little bit lighter recently. So maybe if you can give us a little bit of a perspective on the backdrop for some of the credit strategies, the outlook for realizations in the business moving forward. And then you'll also just kind of given some of the macros and credit, it would seem that potentially a little bit less opportunity given to the markets aren't quite dislocated. So I'm just curious kind of where you are seeing pockets of opportunity to deploy capital there as well. Thank you.

Okay. So just on the realization, so there was a bit of internal when Scott and I and Martin and team have a realigned some of our business lines, some of our principle real estate activities EPF have gone now into private equity. So a little bit of geography there, that vehicle is still generates a nice realization. So for the most of our realizations, have been measured in that business. I mean we've capitalized on a lot of opportunities in that space in credit. So I think we're seeing steady opportunities, but we've been cautious in putting a variety of risk capital to work in the opportunistic funds in credit. Broadly speaking in credit, we've remained cautious for the last couple of years we've continued to upgrade the portfolio in our broad vehicles and add a scene. You've heard me mention before that on a typical year, the overall high yield and loan markets in terms of the new issue market, we historically had bought around 20% of the issues. If you look at the last 6 months to 12 months that number has continued to go down. So 15% of the market. And if you look at some of our flagship vehicles like TRF, the overlap versus loans and bonds versus the index is less than 10%. So we've certainly been striding away from the indexes and the beta risk. I think when you think about credit right now, three ways that I evaluated, I evaluated technically, I evaluated valuations and fundamentals. I mean, I would say technicals remain extremely strong. A lot of solicitation from investors seeking solutions. And good flow is other than in the loan in the bank loan area, which has been a lot of withdrawals of capital, not with us, but with our in the market because of rates. Valuations are certainly high in terms of overall valuations. And I would say fundamentals when we listen to other portfolio companies in the credit side; we're seeing a little bit more muted excitement from the CEOs and CFOs about future growth. So you’re little bit of cautionary wind, certainly economic growth off the peak in the U.S. So we've been very much focused on top of the capital structure, senior notes that very little subordinated exposure, same thing in our real estate debt business, much more mortgages versus mess. So we expect there will be a more cautionary environment, have positioned ourselves, but we were very, very fleet of foot in the fourth quarter. We put a lot of money to work in senior loans, did quite well. And we're seeing the benefit of that this year with the compression and spreads.

And I might just add a little bit back on the first point. So in 2017 in credit we did about $0.30 per share of net carry. Last year was less was about half that because of a tough Q4 in the markets. So when you sit back from the carry potentially credit, it's really driven by two things. One is sort of annual style, annual payout funds like hedge funds, which this year are doing very nicely and they're well above their returns thresholds for carry payout. And then this Jordan style funds like structured credit and life settlements, and within relationships, our EPF business, which depend on us at, I think accumulation growth and monetization. And another way to sort of come out this is to refer back to the valuation framework that we published, which tries to sort of look at the carry generating potential of the platform and apply different return assumptions to that and then translate that into a carry potential pressure.

Our next question comes from the line of Craig Siegenthaler of Credit Suisse.

Thanks. Good morning, everyone. I wanted to hear your thoughts on the potential of changing your fee arrangement with Athora from a fixed rate to a tiered structure similar to what you did with Athene, which we think does a better job of compensating Apollo base from the return on risk profile for the underlying assets?

So let me start. Maybe Martin may have a comment, but as you know, we've had an evolution in our fee with Athene when it was a smaller balance sheet growing and the scale of services that we provide. This is really that Athene, Apollo fee 3.0, which we're really in right now. And I would say that we're very – we think that fee is well structured and really aligns our short and long-term interests as fiduciary and its partners. With regard to Europe, it's a bit different because as you know, you're not in NAIC regulatory environment; you're really in Solvency too. As result, the big core of your book is sovereign debt and which has a different fee construct. So I think what we you'll see is an evolution in our fee structure as we grow Athora over time and we really fine tune the needs of their balance sheets in terms of the sovereign oversight, which was really the duration. There's a big duration portion of that. And then certainly the value add in terms of our multi credit solutions. So I think you'll see evolution of that, but we're comfortable right now with how the authority is structured. There is some different structures with some reimbursement, but overall we think it suits us right now, but certainly it will evolve over time.

And I think I would just add. The Athora fee contract today is sort of – I would say it's sort of in between the same 2.0 and 3.0 in the sense that there's a base fee component, which is lower reflecting the asset construction in Europe, but there's also a scaled subsidized advisory, which is dependent on the asset classes that the subordinate assets are put into. So it fits the profile of the platform today, but obviously subject to revision over time.

Thank you, Martin.

Our next question comes from the line of Patrick Davitt of Autonomous Research.

Good morning, guys. It looks like the private marks and private equity are suddenly starting to look a lot better relative to last year, absent 4Q of course ramping up from 2% in the first quarter to 4% in the second quarter. Could you maybe dig in a little bit more about what kinds of positions or any one position that might be driving that? And should we take this as a signal that Fund VIII portfolio is finally getting to a seasoning level where we can expect better positive private marks that are coming through more consistently?

Yes, that's a good question. Obviously, last year's marks were affected by the Q4 volatility which had just atypically outsized movement for one quarter. I mean it's hard to sort of point to two quarters and call it a trend. But what I will tell you as Fund VIII is seasoning and as more and more of those investments are coming closer to monetization. The marks are moving towards, I'd say more of a monetization level for a number of these investments. So there's no one name that's sort of sprung up. It really is across a wide variety of the portfolio and consistent with what Martin said earlier around realizations. As we move into later parts of this year, just based on what we have in the pipeline for things in registration, positions moving to sort of secondary trades and ultimately sale processes that we have going on right now. You're going to start to see more monetizations in the back half of this year and then continuing on even more so in 2020. So I think as we move into the more seasoned or fully seasoned, phase of Fund VIII, that that's what you're starting to see.

Our next question comes from one of Bill Katz of Citi.

Okay. Thank you very much for taking the question. Maybe two parts as well. So just to go on that last point, I was wanting as any reason to believe that Fund VIII wouldn't have a historical [indiscernible] associated with it? And then secondly, somewhat related for Martin, just if you think about the FRE margin, I want if you could sort of right sized for what the second quarter might have been absence and lumpy a transaction activity and maybe your go forward outlook? Thank you.

Sure. I mean, look it's hard to make absolute predictions. But based on what we see in the portfolio today and the quality of the businesses in Fund VIII. We feel very comfortable with a consistent [indiscernible] on that fund.

Right. And Bill on the FRE, so last year, we did $1.87 FRE at 54% margin. This year if you run rate the first half, we're running at $2.20 at a 57% margin. So it's clearly something we're happy with, but also consistent with long-term growth, which is sort of change to 20% FRE growth. As we look forward, we would expect to see that that growth continued based on what we have in the fundraising pipeline as well as the VIVAT. And as far as the margin is concerned, we're constantly evaluating investing events, investments in the platform, investing for future growth against revenue or as an emojis. So I would say at 57%, for the first half and a bit higher than that for the second quarter. It's in the range, but at the high-end of the range of what I would expect to see in the next couple of years. But over time, we see potential for that to continue to grow.

Our next question comes from the line of Ken Worthington of JPMorgan.

Hi, good morning. I've received an elevated number of questions on Apollo and the risk around Jeff Epstein and was hoping you could comment. There've been media reports linking Apollo executives and Epstein. There have also been reports that certain LPs, including a story this morning, highlighting CalPERS, that they have concerns that executive ties are or could be a distraction for management. So a couple of questions around this. I guess first, is there any link between Apollo and Epstein? Two, how is Apollo managing the fallout from a potential executive ties to Epstein? And is it possible at all to ring fence exposure here? I think the story on Bloomberg this morning suggested a CalPERS. It actually – they're saying CalPERS is taking the matter seriously. So that's the catalyst for the question. Thank you.

Hey, this is Leon Black. I thought it's appropriate. I answer this question or this group of questions, which I think are very valid and good questions. The first thing I would say is that we're entering our 30 year of business right now. And there's nothing that's more important to us than our relationship with our investors. So we take this all extremely seriously. Also there has been a virtual tsunami in the press on this subject. It seems to be the gift that never stops giving for the press. It's salacious. It involves elements of politics, of me too, of rich and powerful people. And my guess is, it will continue for a while. Our view right now is that – it is not affecting our relationship with our investors. I think we have a pretty open dialogue with them. And our view has been that if they do have any specific concerns, as our relationships have been in the last 30 years that we want to be able to talk to them about it and have them feel they have total access to us. As to the substance of the questions, you've just related. I'd like to just share with you in response to all this press coverage. I sent out an e-mail to our 1,250 employees last Friday, which covers a number of the things you've been asking about. And I'm happy to share that with you now, so I'm actually just going to read the e-mail. So quote given the intense press coverage of Jeffrey Epstein following his recent arrest, including stories concerning Mr. Epstein's role as the Director of My Family Foundation. I believe it is important for me to communicate with our valued partners and employees about my relation with Mr. Epstein as…

Our next question comes from the line of Michael Cyprys of Morgan Stanley.

Good morning. Thanks for taking the question. Just wanted to follow-up on some of the index inclusion commentary. I think earlier you mentioned expectations for Apollo shares to be included in the MSEI and some of the total market indices. I'm just curious around your expectations on potential for inclusion in the Russell. I think your existing common units have some voting rights. So I was hoping you can remind us on the extent of voting rights that are in the units today, how they might change if at all in C-Corp and if you think that's sufficient to qualify for the Russell?

Yes. Mike, the short answer is we're not sure. We have the voting rights that are attached to the conversation yesterday that would need to be operationalized more and we need to engage with Russell as to whether that's sufficient for inclusion. So that's something we plan to do. They rebalanced once a year. So it's likely not something we'll know until we get closer to that next rebalancing date Q2 of next year.

Our next question comes from the line of Gerald O'Hara of Jefferies.

Great. Thanks. In your prepared remarks you noted that you remain confident in the ability to deploy capital at similar levels as in a kind of years past. Perhaps you can add some color there as to what you're seeing others somatically or perhaps even geographically that gives you this confidence. And I guess I'm kind of thinking specifically around private equity and perhaps real assets? Thank you.

Sure. So as noted in the materials, Q2 was a reasonably strong deployment quarter on the back of Q1, which was also a pretty healthy quarter. Based on what we have signed up that will continue into Q3. As we look at the pipeline, somatically, I would say it continues where we've been focusing quite frankly for the last 18 or 24 months. Public to privates, continue to be an interesting place for us from a valuation perspective. Not withstanding some of the indices, there's still enormous value in many, many public companies. As noted, three of the last four transactions we've executed in Fund IX have been public to private. So probably from a broadest team standpoint that's been the focus. Geographically, I'd say there's not any one overriding factor other than North America continues to look strongest to us from just a health of the underlying economy standpoint. And then I'd say just beyond private equity, a number of our other strategies continues to deploy at a very comfortable pace. So on the real assets side, our North American and Asian real estate funds, as well as our EPF fund, continue to find very attractive investments to make on hybrid value. As Martin mentioned in his prepared comments, that that fine continues to deploy incredibly well, that that's just a – that's a very attractive product for the marketplace right now. And they're finding many, many opportunities. I think – and probably some of the best risk return, we see across the entire spectrum. So overall, we feel those reasons you feel pretty good that we'll be able to keep marching along.

And our final question comes from the line of Chris Harris of Wells Fargo.

Thanks. Can you help me understand, how Athora's business model is going to work in light of all the negative yielding debt in Europe?

Well, good question. I think to start with, on top of the negative yielding environment, the yield which one needs to create for the liability vis-à-vis the U.S. is a much lower level. So as you point out, if you were a traditional insurance company and your sandbox to invest is a sovereign debt and investment grade corporates. That's a pretty challenging environment. What we have been able to do in spending the years of really understanding Solvency II, and what we can do in terms of – yes, you have a low or negative yielding sovereign debt. But if you appropriately matched that with middle market loans in Europe, if you – other types of a wholesale or a bespoke securitization or a variety of other clause or investment grade yielding assets. Your yield – a target, if it was in the U.S. for Athene, it may be in the mid to high fours, that would be dramatically lower in Europe somewhere in the context of high 2s, low 3s. So I think that we're confident that our portfolio management strategic asset allocation, and our ability to bring a multi-credit solutions, middle market loans, real estate debt as I mentioned to achieve those high 2s, low 3 targets, notwithstanding the negative or low yielding sovereigns. The math does indeed work. And again, I think that's something when we sit down in November 7, we can spend a bit more time on the pathway to get there.

And that was our final question. I would now like to turn the floor back over to Mr. Gary Stein for any additional or closing remarks.

Great. Thanks very much, operator, and thanks everyone for joining us on the call this morning. We look forward to speaking with you again shortly.

Thank you ladies and gentlemen, for joining Apollo Global Management's second quarter 2019 earnings conference call. You may disconnect your lines at this time and have a great day.