Joshua Harris - Co-Founder, Senior Managing Director Martin Kelly – CFO Gary Stein - Head, Corporate Communications.

Mike Carrier - Bank of America Merrill Lynch Devin Ryan - JMP Securities Ken Worthington - JPMorgan Robert Lee - KBW Craig Siegenthaler - Credit Suisse Brian Bedell - Deutsche Bank Chris Harris – Wells Fargo Chris Kotowski – Oppenheimer Alex Blostein - Goldman Sachs Kaimon Chung - Evercore ISI Michael Cyprys - Morgan Stanley.

Good morning and welcome to Apollo Global Management’s 2016 Third Quarter Earnings Conference Call. During today's presentation, all callers will be placed in a listen-only mode. And following Management's prepared remarks, the conference will be opened for questions. This conference call is being recorded.

I would now like to turn the call over to Gary Stein, Head of Corporate Communications..

Thanks, Operator. Welcome to our third quarter earnings call and thanks for joining us. Sitting around the table with me this morning are Joshua Harris, Co-Founder and Senior Managing Director; and Martin Kelly, our Chief Financial Officer.

As a reminder, this call may include forward-looking statements and projections which do not guarantee future events or performance. Please refer to our most recent SEC filings for risk factors related to these statements.

We’ll be discussing certain non-GAAP measures on this call, which management believes are relevant to assess the financial performance of the business. These non-GAAP measures are reconciled to GAAP figures in our third quarter 2016 earnings presentation, which is available on the Apollo website.

Earlier this morning, for the third quarter, we reported GAAP net income of $0.50 per share. We also reported economic net income of $0.58 per share and distributable earnings to common and equivalent holders totaled $0.36 per share, $0.35 of which was declared for the quarter's distribution.

If you have any questions about the information provided within the earnings presentation or on this call, please feel free to follow up with me or Noah Gunn. With that I’d like to turn the call over to Joshua..

Thanks Gary and good morning everyone. I’d like to take this opportunity to walk through a few key drivers of our business that produced our strong third quarter results, reflecting positive investment performance, significant capital deployment and continued asset growth.

Starting with investment performance, the funds we manage generated positive results, with credit up 3.9%, private equity up 2.6% and real estate up 1.4% respectively. In credit, the positive performance was broad-based.

Our drawdown funds, which represent approximately 40% of our carry eligible credit assets, generated gross returns of 4.6%, bolstered by investments held in our European principal finance and financial credit investment businesses.

In addition, our liquid and performing funds, which also represent about 40% of our carry eligible credit assets, delivered a 3.6% gross return.

In private equity, the 2.6% appreciation we saw across the portfolio was driven by our funds private portfolio company holdings, which appreciated 4.5%, but were partially offset by declines in public portfolio company holdings.

Fund VIII continued to display positive momentum, appreciating by 6% during the quarter and bringing gross and net IRR’s to 27% and 13% respectively. From inception, since Fund VIII is still in its deployment period, we would expect the IRR spread between gross and net to compress over time.

As a result of strong investment performance in both private equity and credit during the quarter and over the past year there’s been significant growth in carry generating assets. At this time last year, $20 billion or approximately one third of our carry eligible AUM was generating carry.

Over the past year, the pool of assets has nearly doubled to $51 billion, representing almost two thirds of our total carry eligible assets. Looking at this another way, based on current marks, $0.84 of every carry eligible dollar in the ground today is generating carry.

We believe this dynamic of carry eligible assets progressing to carry generating status is critical in understanding the earnings potential of our business. We continue to produce strong investment performance and our funds accrete in value. We will produce meaningfully higher amounts of carry income than we would have just 12 months ago.

Turning to capital deployment, the robust levels of activity we've seen so far this year continued in the third quarter. The funds we manage, together with core investment partnerships, deployed or committed more than $5 billion in aggregate investments across Apollo’s platform.

Year to date, the funds we manage have deployed more than $12 billion, and we are currently on pace to deploy more capital in 2016 than any other year in our history.

This has primarily been driven by our private equity business, as funding has maintained an above average investment pace, reflecting deal flow that has been in the works over the past couple of years.

We understand some of you may be wondering how our funds have successfully deployed this level of capital in a market where valuations remain elevated given our value-oriented approach.

As one of the fundamental tenets of our investment style, I am pleased to note that we believe we have maintained our value warranted investment discipline through this period of heightened activity. The average creation multiple of Fund VIII remains less at than 6 times adjusted EBITDA, significantly below industry averages.

We believe that we possess several competitive advantages at Apollo that have enabled us to accomplish this level of deal flow, which has included more than 10 transactions over the past 10 months. First, we have a willingness to tackle complexity and create solutions to uncover value in situations that others may shy away from.

Second, we have a proven ability to privately place debt in preferred securities to support the financing of our funds transactions.

Our broker dealer and capital market capability play a valuable role, particularly when traditional sources of financing pull back, and it is highly complementary in environments such as the current one where financing markets are robust.

So far in 2016, approximately 450 different institutions have bought more than $40 billion of debt issued by portfolio companies to help finance our funds recent private equity transactions, and approximately 70% of those institutions have participated in multiple transactions sponsored by Apollo funds this year.

Lastly, the size of Fund VIII, coupled with equity core invest interest from our strong relationships with leading investors, has allowed us to engage in larger transactions or investments that can be scaled up over time. This dynamic has allowed us to pursue opportunities which are not feasible for many other funds.

We believe a combination of these competitive advantages were on display in each of the transactions which we closed in the third quarter, including Diamond Resorts, one of the largest timeshare operators, Outerwall, a provider of two recognizable consumer service brands, Redbox and Coinstar, AmQuip and Maxim Crane, two lifting services businesses that were combined to create a sizable market participants, and Constellis, a leading private security company.

Other deals currently pending include Rackspace, and Apollo education. At the end of September, Fund VIII was 65% committed and we have a pipeline of other potential investment opportunities that remains strong. I'd like to continue the call by providing some commentary around asset growth and fundraising.

We generated more than 7 billion in inflows in the third quarter, which was partially offset by a reduction in leverage, primarily in connection with the closing of the ARI/AMTG transaction. The quarter’s inflows were driven by various products and businesses.

Within credit, there was a $3.5 billion -- There were $3.5 billion of new assets related to Athene which grew assets under management to $72 billion during the quarter, up nearly 20% from a year ago.

Athene’s growing during the quarter resulted from retail origination activity, new flow business from reinsurance clients and favorable market appreciation. We raised an additional $1.1 billion across a variety of liquid and performing credit strategies during the quarter.

Two notable items included nearly 500 million for our total return strategy, and nearly 400 million for CLOs.

As a reminder, total return is an unconstrained credit mandate designed to take advantage of sourcing and underwriting capabilities of the entire liquid end of Apollo’s credit business, and it is becoming an increasingly important strategic platform.

Total return is approaching its three year track record and is seeing increased traction in consulting channels. Within private equity, we raised $1 billion incrementally for our second natural resources fund, bringing total commitments for that fund to $3.4 billion, more than double the size of our first vintage.

Fundraising will likely wrap up in the fourth quarter, with modest incremental commitments expected. In addition, we raised $250 million of capital in equity co-investment partnerships to help finance the Diamond Resort transaction.

Beyond the quarter’s activity, there are several other products in the market currently or likely to be in the market soon. In credit, there are two items worth noting.

First, we are in the process of raising capital for our latest vintage of our financial credit investments fund series or FCI, a credit drawdown product which focuses on insurance linked securities. We’ve raised $400 million to date and we're hopeful the fund will match the size of its predecessor, which raised $1.6 billion in total commitments.

Next, we're also in the market with our third vintage in the European principal finance fund series, which is primarily focused on buying portfolios of assets and businesses from financial institutions in Europe.

Its predecessor received $3.4 billion in total commitments and we are hopeful the third vintage will meet or exceed that size, with the first close expected to take place later this quarter.

In private equity, as Fund VIII continues to deploy capital at the pace I discussed earlier, we currently anticipate the fundraising process for our next flagship fund to launch in the fourth quarter. Fundraising for this product is expected to be completed in 2017.

If we assume it will be similarly sized to the nearly $18.5 billion raised for Fund VIII, we would expect the addition of a product of that scale to add considerably to feed generating assets to our platform and be meaningfully accretive to our management business earnings in 2018 and beyond.

We are extraordinarily proud of the work our team has done deploying Fund VIII’s investments, with a rigorous investment discipline that is yielding strong and early returns. Now I’ll turn it over to Martin for some additional comments.

Martin?.

Thanks Joshua and good morning again everyone. Starting with our economic earnings for the quarter, the $231 million or $0.58 per share of total E&I in the quarter was driven by strong performance in both our management and incentive businesses.

In the management business, we earned $130 million of economic income, which was fueled by rising management fees, strong transaction and advisory fee revenues, and sequentially lower expenses.

The sequential growth in management fees included approximately $14 million of one-time catch-up fees earned on new capital that was raised for natural resources during the quarter. Non-compensation expenses decreased during the quarter due to the absence of one-time items from the second quarter that did not recur.

Due to ongoing fundraising initiatives, particularly our third European principle finance fund that Joshua mentioned earlier, we currently expect to incur distribution related placement fees in the fourth quarter of approximately $20 million to $25 million.

Importantly, we expect that these expenses will be more than offset by the growth in management fees resulting from EPF III within the first year of its multi-year life.

In the incentive business, we earned $152 million of economic income during the quarter, which was driven by three factors; positive investment performance in private equity, which produced $58 million of net carry, positive investment performance in credit which produced $64 million of net carry, and appreciation in the value of Athene.

In private equity, carry income was driven by gains in Fund VIII, offsetting depreciation in Funds VI and Fund VII. Fund VIII further distanced itself from its preferred return threshold, earning $62 million of catch-up carry at an 80% rate as well as $64 million of carry at a normal 20% rate.

As we mentioned last quarter, Fund VIII is in the position of being carry generating while still deploying a considerable amount of capital.

For this reason, and given the dynamics of marching forward in time to keep pace with the preferred return hurdle, as well as uncertain future portfolio marks, it’s still possible the fund's net IRR could moderate to the catch-up carry territory over the coming quarters.

Investment performance in our credit business at 3.9% drove strong carry income and led to an increase in carry generating AUM. The carry income was primarily generated from our opportunistic drawdown funds as well as our credits hedge funds.

The sequential increase in the valuation of Athene was driven by the appreciation of publicly traded comparable companies in the life insurance sector. Recall that as Athene approaches its goal of becoming a public company, its quarterly valuation should trend in line with market movements in fee evaluations absent any other company specific drivers.

Athene’s fair value increased by approximately 3%, and this resulted in a $19 million unrealized gain within other income, as well as a modest amount of unrealized net carried interest income.

Lastly, on the incentive business, there was a discretionary incentive pull compensation accrual in the quarter of $10 million within realized profit sharing expense.

With regard to our cash distribution, the $0.35 per share we declared was driven by the relative cash flow stability of the management business, and the upside it can create by leveraging the firm's integrated platform as it relates to sourcing, financing, and executing sizable transactions.

With that, we’ll now turn the call back to the operator, and open up the lines for any of your questions. .

[Operator Instructions] Your first question comes from Michael Carrier of Bank of America. .

All right thanks guys. Maybe first one for Joshua. The level of deployment, you hit on some of the reasons that you guys have been able to deploy the capital. It still seems a little unusual just given where the market is and where valuations are. So just wanted to get some understanding.

It seems like some of the deals are combinations of different firms in the same industry, and so maybe you get more synergies and that's how you can get to pretty attractive valuations, but I just wanted to get some insight on where you're seeing those opportunities, and the level of confidence I guess in still generating returns because clearly the returns in the fund are performing well.

So just wanted to get some insight on how those portfolio companies are doing relative to expectation. .

Yes. So I would say that in Fund VIII we are seeing year over year appreciation in EBITDA in the low to mid-single digits, and so we are seeing those companies perform well.

In terms of value creation though, at the end of the day, and I don't disagree that the equity markets are fully priced, but we are -- and the private equity market is significantly priced.

The average transaction TEV to adjusted EBITDA trailing in the private equity markets was over 10, approaching 11 times EBITDA, and we're sitting here buying stuff at 6 times EBITDA or below. And so the reality is that we are finding this stuff and the value creation is real. That's literally the spread they we’re creating our portfolio at.

In terms of how that's occurring, we're seeing -- traditionally about a quarter of our business is so-called corporate curve outs, where we have bilateral negotiations with companies. And so you're in exclusive dialogues there. That’s always helpful in terms of creating a discounted purchase price.

Certainly as you mentioned, we're doing what we call build-ups, where we put a number of companies together, and you do get synergies, I will say though that when you look at generally the multiple buy-down on those transactions, maybe it's a multiple point or so, plus or minus. I'm giving you a general statement.

Each transaction is different, but it's certainly not the 5 multiple point discount that we’re actually creating our portfolio at. So there's clearly something else going on. And then thematically, the large scale of our capital allows us to do -- we're in pretty rare air in terms the people that can put transactions together of this size.

And so again that helps in terms of having the leverage to negotiate good purchase prices, but overall the public markets we think are very bifurcated.

If you're a growing tech company that is knocking the cover off the bar and appreciating your earnings consistently right in line with expectations, you're getting a very high multiple, but a lot of times the market doesn't really want to take the time to understand complicated stories, or companies that maybe missed their earnings, or the market perceives to be underperforming end up trading at very, very low multiples, and we just take a different view of value.

The best example of that truthfully is ADT. ADT was a very large public company that we put a significant premium on relative to the market, but we still believe that buying that franchise at under 6 times was a very good deal for us and our investors and that company is performing quite well.

So we literally just took a different view, and we thought we were buying a great business and the market wasn’t valuing it appropriately. So we’re seeing for the first time in, at least in my memory, deal after deal after deal, and we mentioned a bunch of these on the call are public to private.

Usually when we see a public, we always say wow, we’re putting a premium on this public company. Let's make sure we know what we're doing, but honestly as I look at the prices that the public markets are affording us, I think it's creating a lot of opportunity for us.

Sorry for the longwinded answer, but there was a lot there that I thought was worth going through..

Yes, that's helpful and then hey Martin. You gave a little bit of color on expenses, and some of the things that drove FRE in the quarter and the outlook. Just two things on that.

In the second quarter, what were those items on expenses or not what were they, but just what was the level of that, that kind of created the sequential decline? And then probably more importantly, as we think about ‘17, and as some of the fees start to kick on on some of these funds, just where should we be thinking about maybe the FRE margin or how much expense growth to expect as those fees kick on?.

Sure Mike. So just answering the first part first. There were a handful of one-off items in Q2 that none of them were individually significant. Some of them were sort of deal cost professional fees and so on. Part of it was a slight increase to the SEC settlement and that was sort of clearly one-off. In Q3, it's low.

I would sort of look through both of them as you look forward, and sort of run rate to the historical average on non-comp expenses, ex-placement fees. And then as we look forward, away from placement fees, we have a pretty tight lid on non-comp expenses, so we manage that carefully. I'd expect that to be sort of similar to current levels.

I think the only two funds in the lineup that we would expect to take place from fee cost on our EPF III, which we spoke to, and then ultimately fund line, but the timing of that, and that closes, we'll figure it out. It’ll be potentially sometime next year, but it's hard to isolate a quarter..

Okay, thanks a lot. .

Your next question comes from Devin Ryan of JMP Securities. .

Good morning everyone. Maybe starting on mid-cap. Obviously you guys have spoken highly about the opportunity there.

I’m not sure if you can just give a little bit of an update around how that business is progressing, how you're feeling about that kind of trending towards that $20 billion plus opportunity over time, and anything new that you're doing on that front. .

Yes, so mid-cap is going quite well. We have a very strong team there. We added about $1 billion of AUM, and grew that from 5.5 to 6.5 year to date. I would expect it to continue to grow organically at that kind of rate, hopefully a little faster, but at that kind of rate. And then -- and so you can do the math to get.

To the $20 billion, we would need another deal or two like Mubadala which -- Mubadala GE which we did last year where we added 3 plus billion of assets. And so there are those types of deals out there.

Certainly the traditional providers of this type of financing, this direct origination to the middle market are still [seeding] if you will and we and others are continuing to grow our platform.

And so still continues to be a good part of the market for our investors where we see better risk returns, because we're buying senior debt generally, that is financing relatively low multiple and getting paid decent rates relative to the public market. So our investors continue to have appetite as well. .

Okay, helpful update there. Thank you. And maybe a different topic here, just thinking about opportunities in the retail brokerage space with just all the changes occurring right now, particularly with new regulation coming in the Department of Labor fiduciary rule.

I'm just curious whether that there might be opportunities to figure out a way to get exposure to or maybe even owned distribution more cheaply or whether or not you can add new products, or add to new sub-advisory relationships, just how kind of some of the developments there might present opportunities, and if you're looking at any because of those developments.

.

Yes. Clearly again the backdrop is that certainly retail investors are looking for yield like everyone else.

And so increasingly the alternative space for retail investors is attractive, particularly in things like real estate or bank debt, and certainly that is that -- and certainly our total return product that we spoke of which kicks out a 5% to 6% yield if you will in relatively safe stuff.

That's the perfect example of an opportunity that in that sense is a retail based opportunity and there's also, we've also been growing some of our permanent capital vehicles that we -- where the public companies hold the assets and then we manage the assets on behalf of the public companies.

That would be an example whether it’d be, ARI would be probably the best example of where we're growing into both retail and institutional, but retail is a big part of it, and then increasingly we're seeing family offices and high net worth individuals and some of the programs interested in those types of alternatives.

And even some of our more high alpha alternatives such as our private equity fund or our EPF. EPF is likely to have quite a significant high net worth tranche as part of its closing.

So we are definitely growing that business, and today it represents 10% to 15% of our business, and we continue to make investments in terms of people that need to either cover the systems themselves in the banks or non-bank platforms on a wholesale basis. And so certainly that is something we're focused on and investing in.

Some of the regulatory changes definitely create volatility and a little bit of headwind, but overall here's still a big tailwind for our products. It overwhelms that little bit of headwind that you're talking about with the DOL and some of the other changes..

Right, and I guess just from the distribution perspective, it doesn’t make sense to think about maybe buying wholesale cheaper, or actually buying the end distribution and buying a brokerage in some form of fashion just to kind of have more access throughout the food chain. .

It can and obviously last year we publicly announced that we were considering an investment in ARC, which we ultimately didn't include because there were -- for other reasons, but the bottom line is, yes. And then there are other platforms like that that we continue to look at and study.

Opportunistically, at the right price, if we can find that, certainly we would rather buy an existing platform depending on price versus build. Whenever we hire and invest, we always do a buy build analysis. And by the way, there are opportunities like that, none quite the size of ARC, but on a smaller basis that we're actually considering right now. .

Got it. Very helpful and congratulations on the run. Nice quarter as well. Thank you..

Your next question comes from Ken Worthington with JPMorgan. .

Good morning. Maybe Joshua. Wanted to talk a little bit about the Caesars workout, and really about what it means for the value of your ownership. I think there's two public share classes that you owned.

And then it was any of the impact of the workout reflected in the 3Q marks or has it really been -- will it really be reflected in 4Q?.

Hey Ken. It’s Martin. I’ll cover it. We have assigned some share. It’s subject to confirmation and that will take some time. We owned as you said two classes of shares. Within our September numbers, we reflected a relinquishment of the shares in the entertainment company. So we’re marking down to zero. That’s included within the Fund VI marks.

And then we continue to own the shares in the acquisition company launch at a public price. .

Okay, great. Perfect. And then, I apologize if this was asked. I didn't quite catch it, but in terms of costs, the cost in credit came down quite a bit, particularly in comp $10 million, and then other system was down a little bit too. Why were the comp costs much slower? Again, I apologize if that was asked previously..

Sure. So I guess, if you look at comp on a year-on-year basis, comp is up a couple percent. Headcount is up a couple percent. So it's sort of in line. The tick down reflects where we are now relative to year end comp decisions, both in terms of sort of the quantum and the mix of how comp will be delivered to people.

And so, as you look forward into Q4, I would expect comp to be sort of at or around, maybe slightly up from these levels. There’s obviously moving parts. We’re not done with the process. So that's the high level piece..

Your next question comes from Robert Lee of KBW..

Thanks for taking my questions. I guess first question I have is, just some question on the real estate business. I mean obviously the last couple of quarters has been a little bit better contributor to results, but I guess my sense is that generally that's been maybe somewhat of a disappointment to what your aspirations were several years ago.

So you maybe just update us on where you're thinking about within your real estate franchise? How you're thinking about the opportunities to accelerate growth..

I think that there are two components to our real estate business. One is debt and one is equity. The debt business continues to grow nicely. What's happened is that the equity business is comprised of an organic opportunity fund that we raised that’s relatively small size for us, plus some co-invest under $1 billion there.

And then the run off of the Citibank way back there we acquired, I think it was a $4 billion or $5 billion of assets from Citigroup, and so those are running off now. And so when you see the real estate business, you're kind of not -- you're seeing all those pieces kind of in the mix.

And therefore the overall business looks a little flatter than maybe the underlying growth in the debt business. The other thing is, we did -- we are in the middle of raising an Asian real estate private equity fund, which would be our first entrance into that region from a real estate point of view, or first organic entry.

The city portfolio did have some Asian real estate. The net-net of it is it's growing a little faster than it would have appear in the overall AUM. Having said all that, it's not really -- it's not significant enough. It's too small and what we're going -- and in order to grow it organically, it'll continue to be a relatively slow growth.

And therefore we are pretty -- as we said in the past, we are like actively looking at where there might be some acquisition opportunities in the real estate business that would make it more significant to our company, and so that's the way that I would describe it. .

Okay, thanks.

And then maybe Martin, can you just kind of update us on where we are, the escrow and funds, I guess VI and VII?.

Sure. So across our -- well I guess VI’s escrow ratio dipped a bit further this quarter. It's now mid to high 70s. And so it has a decent amount of appreciation to get back into a cash carrying mode. VII, given some specific markdowns on a handful of investments, including some privates, the escrow ratio also dropped to about 100%.

So that's sort of teetering on the edge of callback, but not technically there right now. .

Just if you want the specifics, page 14, the first quick note has the actual escrow amounts, but right in line with what Martin said..

Your next question comes from Craig Siegenthaler of Credit Suisse. .

Thanks. Can you provide an update on AAME? It sounded like they might be raising some fee earning AUM pretty soon in the last call..

Yeah. I’d say that we continue to make progress on AAME and what we've done is obviously put together, build out the investment team and just to restate a little bit what we said on the call last time.

Between all of our portfolio companies and certain other financial investments, investments in financial institutions in Europe, we're managing quite a bit of assets, approximately $15 billion of assets.

And so each of these entities and there were multiple entities had their own teams, and what we thought would make sense would be to create an overall team that had significantly more breadth and understanding of the markets as well as understanding our particular expertise and to increase returns in AAME in the European entities and that was going to benefit both organic investors as well as our portfolio companies.

And so we built -- we're building out that team. It doesn't happen overnight. We’ve made a number of hires and invested in that team. Relative to kind of new investments and net income, so far like that has -- it’s not material to our results. And so I would think about this right now as operating as a cost, plus we do get reimbursed for the cost.

But eventually we do hope to add assets into -- but right now that's still a work in process. .

And then just as my follow up, as of the last quarter, I think Athene was marked at 1.2 times book. I'm just wondering if you can update us on where it was valued as of 9/30. .

Sure, it's Martin. So we marked up from 36.40 to 37.50 that considered public comps and company specific factors. And the mark is still at 1.2 times book X SCI..

Got it. Thank you..

Your next question comes from Brian Bedell of Deutsche Bank. .

Good morning guys.

Martin, can you just walk through the -- just remind us again of the fee rate dynamics between Fund VIII and Fund IX, assuming that timeline is true in terms of the fundraising for a IX? At what time do you step down in the fee rate on Fund VIII and when Fund IX kicks into full gear, and what the rates on those would be?.

Sure. So Brian, so Fund VIII today averages around, on a fully funded basis about 1.1%, on committed. When Fund IX turns its fees on, it will then step down to 75 basis points on then invested. So that won't be quite the full amount of the $18 billion because we always hold back a bit at the end for follow-on investments.

So we won’t turn Fund IX on until Fund VIII is fully invested. So that's the unknown for us. We can raise the money and have it closed, but not turn the fees on until they go off on VIII. But they should happen simultaneously. .

Right. And I mean just to give some context around it.

We've invested 65% of that fund in a little over three years, right? So if we traditionally hold back 10% to 15%, you can do that math and that's not necessarily -- historical results are not necessarily predictive of how we do in the future, but it gives you a sense of like the run rate and you can do the math. .

Right. So say 90% invested, you would consider that fully invested and you’d be making ….

Yes. Right. So if you think about a year or so, that would be kind of the math. And so kind of like when we said in the press release affecting 2018. That's sort of the backup to that statement. .

Your next question comes from Chris Harris of Wells Fargo..

Looking at your carry generating AUM, a pretty big spike up in credit. I was a little surprised at this though because I think in your last presentation, the appreciation required to achieve carry was like 19%. So can you help me square that? I know obviously you guys didn’t generate 19% return in credit in the quarter.

Is that like an average number? Is that what’s going on?.

Chris, I think the number you're quoting is for a certain number of funds that are more than two years old. So like the headline is, it's a very strong quarter from a carry generating perspective. And within credit, of the $40 billion of money that's in the ground invested eligible for carry, we now have $32 billion, up from $26 billion.

And up from sort of the mid-teens a year or so ago. Most of that increase has come in the liquid performing parts of the credit business. And so then I guess to your question you then say, what’s left, what’s the other $8 billion which is in the earnings release and we stratify it by the appreciation that's needed to get that into carry.

About $2 billion of that is within 150 bps of getting into carry. And then there's -- the remainder has a large gap to get into carry. I think the number you're referencing is that last piece of it..

Yeah, okay. Just it looked like that last piece was about $14 billion in Q2 and that's moved to $8 billion roughly. .

Yeah. So that's the sum total and I think what Martin is saying is you need to sort of break it out into the two buckets. There’s a drawdown bucket which does need an equal amount of appreciation to get into carry.

That right now is sitting at around $4 billion of assets, but there is this other bucket of liquid performing and a fair bit of that is what moves into carry this quarter.

It didn't need nearly as much appreciation to get there, but overall you're right, there’s 19%, but that's a blend of the drawdown and the liquid performing so you need to split them out..

Got you. I see. Okay, thank you..

Your next question comes from Chris Kotowski of Oppenheimer..

Good morning. There were about $500 million of realizations in Fund VIII, but we didn't see anything when we ran our geologic poll. I wonder if you can give some color on that.

And then secondly, is that money still recyclable or are you beyond that?.

Yes. We're not sure where that Fund VIII realization figure is coming from. There weren't any realizations out of Fund VIII during the quarter..

Oh because -- well I'm looking at page 27 and the realized value says $806 million and the comparable disclosure at June 30 said 302. .

I think it’s kind of that --- do you want me to do that one?.

Yeah, so we did it, I believe that it was this quarter we did a dividend recapitalization of Saint-Gobain's, a glass company we own in Europe, and I believe that's what it is, but I think it would be -- I mean the reason you're not seeing it on geologic is likely that the other part of it is likely to be selling debt securities where we kind of -- there's realization on the profit and we recycle the principal on that.

So it's probably, my guess -- again, we’ll come back to you, but it's going to be the combination of those things. It will be recaps and debt securities in the marketplace that wouldn’t necessarily show up on geologic..

And can you recycle that?.

Okay, so you can recycle -- within 18 months of the -- if you sell something within 18 months of the initial investment, you can recycle the principle, but generally you would get a realization on the profit, so it would be dependent on that..

Joshua, we can dig in and circle back to you on that. .

Okay. Thank you. .

Your next question comes from Alex Blostein of Goldman Sachs..

Good morning everybody. Wanted to follow up on just the outlook for realizations broadly. You’re obviously deploying very actively, but at the same time it sounds like you continue to think the market's probably pretty fairly valued, so it should be pretty a decent time to sell.

So I guess taking a step back, outlook on realizations and also more importantly which products do you guys anticipate to be the bigger contributors to your cash incentives fees as we progress over the next 12 to 18 months?.

I would say that it is a good realization environment, and we're -- our gross returns in Fund VIII are quite good. And so the reality is we are going to be looking to realize as these investments mature. Having said that, the average investment in Fund VIII which is the bulk of the private equity portfolio increasingly is only a year.

And so these investments are likely to need to season a bit longer. And so that's the balance that you have. In funds VI and VII, and predecessor funds, there are a series of investments that are more mature, that are on the table from a realization point of view.

So that's where we are, which I think means that realizations -- and then credit is, we do think that this is a very good -- we are generating cash incentive out of credit. It's smaller than the large private equity fund.

So I think what all that means is that while it's a good realization environment, our realizations are likely to come over time, because most of our portfolio on the credit side it will be on a more consistent basis.

And you can look at the latest quarter or two and just sort of go from there, but in T we're going to need a little more seasoning for the most part..

Got it, and then just a quick follow up around fund IX. I heard you guys on management fee and the rates there, but any change in structure with respect to transaction fees, monitoring fees and things like that I want to make sure we didn’t miss that..

We're still working -- we haven't really disclosed what we're going to do on terms and we're still working through that, but I wouldn't expect it to be a negative. .

Got it. Great. Thanks so much..

Your next question comes from Glenn Schorr of Evercore ISI..

This is Kaimon Chung in for Glenn Schorr. You mentioned last year’s ARC deal and I think I heard you say you're currently looking at some similar deals.

Now, can you just expand upon that? Are you looking at stuff similar as that with the same appetite for those complexities? And I just want to get your updated views on the non-traded REIT space feels crowded though. One of your biggest peers entered that space recently..

We can't really talk about specific unannounced deals. Having said that I'll give you broad -- I'll tell you, that was a wildly complex deal, so wildly. And so it would be very atypical to be looking at something that complicated, so rest easy.

And then on the non-traded REIT space, we're always looking at lots of different things, and I can't really -- we can't really orient in a public way around specific things that we're looking at unfortunately for obvious reasons..

Okay, and just one quick follow up, if I may just on energy investing. You’ve been cautious to deploy capital given the dry powder out there, though it seems like some of your competitors are increasingly more active there.

Can you just give me updated views on where you potential opportunity where you're avoiding?.

In terms of private equity or?.

Equity investing, yes. Equity and the debt side too..

I spent a lot of time early in the call going through how we're sourcing at very low multiples relative -- the private equity business in general is very fully valued. It's actually the highest -- I said that the multiples are approaching 11 times. That's the highest ever.

Leverage actually interestingly even though it's available, given the pull back of the banks it’s falling. It's fallen from the high fives into the low fives as a multiple of EBITDA.

And so the private -- you can do the math, right? Like higher price maturing cycle, lower leverage yields, lower returns, but for us we're performing quite well against that. In terms of energy deployment, I'd say that there are opportunities. The pressure in oil prices has created an opportunity in energy.

Certainly that's what drove our second natural resource fund. We expect a lot of that to be North American energy. And so we're deploying that nicely.

And so we do see that as being a very interesting sector, because we think that the fundamentals for higher prices in the energy markets are going to be there over the timeframe that we invest, and we can hedge and we’re seeing value-based investment opportunities flow our away, because there's a lot of people that just need to sell, because they're leveraged and dealing with the drop in energy prices that occurred over the last few years.

.

Your next question comes from Michael Cyprys of Morgan Stanley..

Good morning. Thanks for taking the questions. Just curious on Fund VIII. You mentioned you had some monetization events in the fund this quarter, but didn't seem like you took any cash carry per se on that. Just curious what your approach is for taking cash carried out of Fund VIII. .

So we need to be above 115% on escrow to take out any cash carry. We’re now at 115% using the September 30 marks, but getting cash out is dependent on holding that, and sort of taking into account what you're selling. So if you sell a high deal, that hurts the ratio. So it will come. It's probably going to take a bit more time though..

And then just a follow up on energy.

Fund VIII, do we know how much is that underneath in that fund?.

Yeah, it's between 15% and 20%. .

Got it. Okay, thank you..

That would be my actually -- if you include all natural gas, and oil, and everything..

Got it, okay. And just one last one on the tax rate, how we should be thinking about that for the fourth quarter and into next year. It seems like it was a little bit higher in this quarter..

Sure. So the tax rate for the quarter is sort of in the range of what we talk about, our tax rate. It was off a bit this quarter given the mix of income coming out of the incentive business, and that itself was driven by energy, which can tend to be taxable income and credit. Credits carry was up as you saw from the numbers.

Within that the portion of taxable credit income was also up. So it's sort of a mix issue within the incentive business between taxable and non-taxable and that sort of -- that increase the rate by a bit. It’s hard to predict where it's going to be going forward. We have pretty good clarity on the management company.

The incentive company is based on marks and the mix of those marks, between taxable and non-taxable. So the only way to sort of predict that is over a much longer time horizon. .

Just there just before we conclude the call, I just want to clarify back to you, Chris Kotowski’s question earlier about the $500 million change in realizations during the quarter is primarily from Verallia as Joshua said.

We also had a little bit from Ventia, which is the former Leighton corporate curve out in Australia, and a little bit from debt Security..

The recaps in Ventia and Verallia and then selling debt securities as discussed..

Thank you. Than concludes the Q&A potion of today’s call. I will now return the floor to Gary Stein for closing remarks..

Great. Thanks very much operator, and thanks everyone for joining us this morning. As I said earlier, if you have any questions, please feel free to circle back to me or Noah Gunn, and we'll look forward to talking to you again next quarter. .

Thank you for your participation in today's conference. This does concludes today’s call. You may now disconnect..