MFIC 10-Q Quarterly Report June 30, 2019

MIDCAP FINANCIAL INVESTMENT CORP

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10-Q 1 ainv2020q110-q.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-00646

APOLLO INVESTMENT CORPORATION

(Exact name of Registrant as specified in its charter)



Maryland	52-2439556
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9 West 57 ^th Street 37th Floor New York, New York	10019
(Address of principal executive offices)	(Zip Code)

(212) 515-3450

(Registrant’s telephone number, including area code)

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



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	AINV	NASDAQ Global Select Market
6.875% Senior Notes due 2043	AIY	New York Stock Exchange

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ¨ 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	¨	Smaller reporting company	¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 5, 2019 was 67,791,343.

APOLLO INVESTMENT CORPORATION

Table of Contents



		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Statements of Assets and Liabilities June 30, 2019 and March 31, 2019	1

	Statements of Operations Three months ended June 30, 2019 and June 30, 2018	2

	Statements of Changes in Net Assets Three months ended June 30, 2019 and June 30, 2018	3

	Statements of Cash Flows Three months ended June 30, 2019 and June 30, 2018	4

	Schedule of Investments June 30, 2019	5

	Schedule of Investments March 31, 2019	28

	Notes to Financial Statements	48

	Report of Independent Registered Public Accounting Firm	76

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	77

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	89

Item 4.	Controls and Procedures	90

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	91

Item 1A.	Risk Factors	91

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	91

Item 3.	Defaults Upon Senior Securities	93

Item 4.	Mine Safety Disclosures	93

Item 5.	Other Information	93

Item 6.	Exhibits	94

	Signatures	95

Table of Contents

PART I. FINANCIAL INFORMATION

In this report, the terms the “Company,” “Apollo Investment,” “AIC,” “we,” “us,” and “our” refer to Apollo Investment Corporation unless the context specifically states otherwise.

Item 1. Financial Statements

APOLLO INVESTMENT CORPORATION STATEMENTS OF ASSETS AND LIABILITIES (In thousands, except share and per share data)

	June 30, 2019			March 31, 2019
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliated investments (cost — $1,927,308 and $1,654,322, respectively)	$	1,896,346		$	1,627,406
Non-controlled/affiliated investments (cost — $66,238 and $67,072, respectively)	49,756			49,681
Controlled investments (cost — $689,577 and $736,717, respectively)	674,210			731,045
Cash and cash equivalents	29,210			36,280
Foreign currencies (cost — $1,353 and $4,963, respectively)	1,360			4,909
Receivable for investments sold	684			336
Interest receivable	25,693			24,280
Dividends receivable	4,067			3,748
Deferred financing costs	18,836			19,776
Prepaid expenses and other assets	268			336
Total Assets	$	2,700,430		$	2,497,797

Liabilities
Debt	$	1,349,598		$	1,128,686
Payable for investments purchased	—			677
Distributions payable	30,624			31,040
Management and performance-based incentive fees payable	9,539			8,880
Interest payable	10,404			5,818
Accrued administrative services expense	2,295			2,983
Other liabilities and accrued expenses	7,260			7,086
Total Liabilities	$	1,409,720		$	1,185,170
Commitments and contingencies (Note 10)
Net Assets	$	1,290,710		$	1,312,627

Net Assets
Common stock, $0.001 par value (400,000,000 shares authorized; 67,927,353 and 68,876,986 shares issued and outstanding, respectively)	$	68		$	69
Capital in excess of par value	2,140,715			2,155,836
Accumulated under-distributed (over-distributed) earnings	(850,073		)	(843,278		)
Net Assets	$	1,290,710		$	1,312,627

Net Asset Value Per Share	$	19.00		$	19.06

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)

	Three Months Ended June 30,
	2019			2018
Investment Income
Non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind (“PIK”) interest income)	$	47,004		$	39,443
Dividend income	62			—
PIK interest income	4,706			1,250
Other income	937			1,403
Non-controlled/affiliated investments:
Interest income (excluding PIK interest income)	—			—
Dividend income	319			312
PIK interest income	—			—
Other income	—			—
Controlled investments:
Interest income (excluding PIK interest income)	12,638			14,490
Dividend income	—			5,265
PIK interest income	850			1,428
Other income	—			—
Total Investment Income	$	66,516		$	63,591
Expenses
Management fees	$	9,539		$	8,873
Performance-based incentive fees	—			7,423
Interest and other debt expenses	17,511			13,576
Administrative services expense	1,725			1,638
Other general and administrative expenses	3,305			2,533
Total expenses	32,080			34,043
Management and performance-based incentive fees waived	—			(1,856		)
Expense reimbursements	(98		)	(144		)
Net Expenses	$	31,982		$	32,043
Net Investment Income	$	34,534		$	31,548
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses):
Non-controlled/non-affiliated investments	$	(9	)	$	(9,946	)
Non-controlled/affiliated investments	1,089			—
Controlled investments	—			—
Option contracts	—			(13,209		)
Foreign currency transactions	202			(28		)
Net realized gains (losses)	1,282			(23,183		)
Net change in unrealized gains (losses):
Non-controlled/non-affiliated investments	(4,046		)	(5,123		)
Non-controlled/affiliated investments	910			(865		)
Controlled investments	(9,696		)	8,579
Option contracts	—			(567		)
Foreign currency translations	845			2,861
Net change in unrealized gains (losses)	(11,987		)	4,885
Net Realized and Change in Unrealized Gains (Losses)	$	(10,705	)	$	(18,298	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	23,829		$	13,250
Earnings Per Share — Basic	$	0.35		$	0.18

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (In thousands, except share data)

	Three Months Ended June 30,
	2019			2018
Operations
Net investment income	$	34,534		$	31,548
Net realized gains (losses)	1,282			(23,183		)
Net change in unrealized gains (losses)	(11,987		)	4,885
Net Increase in Net Assets Resulting from Operations	$	23,829		$	13,250

Distributions to Stockholders
Distribution of net investment income	$	(30,624	)	$	(32,293	)
Distribution of return of capital	—			—
Net Decrease in Net Assets Resulting from Distributions to Stockholders	$	(30,624	)	$	(32,293	)

Capital Share Transactions
Repurchase of common stock	$	(15,122	)	$	(7,877	)
Net Decrease in Net Assets Resulting from Capital Share Transactions	$	(15,122	)	$	(7,877	)

Net Assets
Net decrease in net assets during the period	$	(21,917	)	$	(26,920	)
Net assets at beginning of period	1,312,627			1,418,086
Net Assets at End of Period	$	1,290,710		$	1,391,166

Capital Share Activity
Shares repurchased during the period	(949,633		)	(462,267		)
Shares issued and outstanding at beginning of period	68,876,986			72,104,032
Shares Issued and Outstanding at End of Period	67,927,353			71,641,765

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)

	Three Months Ended June 30,
	2019			2018
Operating Activities
Net increase in net assets resulting from operations	$	23,829		$	13,250
Net realized (gains) losses	(1,282		)	23,183
Net change in unrealized (gains) losses	11,987			(4,885		)
Net amortization of premiums and accretion of discounts on investments	(2,125		)	(1,536		)
Accretion of discount on notes	148			148
Amortization of deferred financing costs	1,266			1,165
Increase in gains/(losses) from foreign currency transactions	201			(28		)
PIK interest and dividends capitalized	(4,883		)	(1,983		)
Changes in operating assets and liabilities:
Purchases of investments	(435,936		)	(389,324		)
Proceeds from sales and repayments of investments	217,988			94,019
Purchases of option contracts	—			(13,277		)
Proceeds from option contracts	—			288
Net settlement of option contracts	—			2,265
Decrease (increase) in interest receivable	(1,402		)	(1,142		)
Decrease (increase) in dividends receivable	(319		)	(5,265		)
Decrease (increase) in prepaid expenses and other assets	68			(382		)
Increase (decrease) in management and performance-based incentive fees payable	659			921
Increase (decrease) in interest payable	4,586			4,874
Increase (decrease) in accrued administrative services expense	(688		)	(932		)
Increase (decrease) in other liabilities and accrued expenses	174			107
Net Cash Used in Operating Activities	$	(185,729	)	$	(278,534	)
Financing Activities
Issuances of debt	$	333,892		$	328,918
Payments of debt	(112,497		)	(13,500		)
Financing costs paid and deferred	(184		)	—
Repurchase of common stock	(15,122		)	(7,877		)
Distributions paid	(31,040		)	(32,447		)
Net Cash Provided by Financing Activities	$	175,049		$	275,094

Cash, Cash Equivalents, Foreign Currencies and Collateral on Option Contracts
Net increase (decrease) in cash, cash equivalents, foreign currencies and collateral on option contracts during the period	$	(10,680	)	$	(3,440	)
Effect of foreign exchange rate changes on cash and cash equivalents	61			(14		)
Cash, cash equivalents, foreign currencies and collateral on option contracts at beginning of period	41,189			20,349
Cash, Cash Equivalents, Foreign Currencies and Collateral on Option Contracts at the End of Period	$	30,570		$	16,895

Supplemental Disclosure of Cash Flow Information
Cash interest paid	$	11,528		$	7,437

Non-Cash Activity
PIK income	$	5,556		$	2,678

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Advertising, Printing & Publishing
A-L Parent LLC	Second Lien Secured Debt	9.66% (1M L+725, 1.00% Floor)	12/02/24	$	5,536	$	5,498		$	5,501		(10)
Simplifi Holdings, Inc.	First Lien Secured Debt	7.40% (1M L+500, 1.00% Floor)	09/28/22	24,691		24,317			24,444			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/28/22	2,400		(47		)	(24		)	(8)(9)(21)(23)
						24,270			24,420
Total Advertising, Printing & Publishing						$	29,768		$	29,921
Aerospace & Defense
Erickson Inc	First Lien Secured Debt - Revolver	9.82% (3M L+750, 1.00% Floor)	04/28/22	$	30,313	$	30,313		$	29,782		(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	04/28/22	8,251		(318		)	(144		)	(8)(9)(21)(23)
	First Lien Secured Debt - Letters of Credit	7.50%	7/15/19 - 10/01/20	6,436		—			(113		)	(8)(9)(23)
						29,995			29,525
ILC Dover LP	Second Lien Secured Debt	10.70% (6M L+850, 1.00% Floor)	06/28/24	20,000		19,652			19,650
PAE Holding Corporation	Second Lien Secured Debt	11.83% (3M L+950, 1.00% Floor)	10/20/23	28,097		27,570			27,745			(10)
Total Aerospace & Defense						$	77,217		$	76,920
Automotive
Accelerate Parent Corp.	Common Equity/Interests - Common Stock	N/A	N/A	1,664,046 Shares		$	1,714		$	—		(13)(28)
Arlington Industries Group Limited	First Lien Secured Debt	5.97% (1M GBP L+525, 0.50% Floor)	03/29/24	£	1,300	1,637			1,622			(9)(17)
	First Lien Secured Debt	5.97% (1M GBP L+525, 0.50% Floor)	03/29/24	£	6,780	8,629			8,461			(9)(17)
	First Lien Secured Debt	5.25% (1M E L+525, 0.50% Floor)	03/29/24	€	3,297	3,693			3,682			(9)(17)
	First Lien Secured Debt - Revolver	5.97% (1M GBP L+525, 0.50% Floor)	03/29/24	£	687	871			858			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	1.25% Unfunded	03/29/24	£	1,104	(68		)	(27		)	(8)(9)(17)(21)(23)
	First Lien Secured Debt - Revolver	5.25% (1M E L+525, 0.50% Floor)	03/29/24	€	1,027	1,155			1,147			(9)(17)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	03/29/24	£	1,300	(33		)	(32		)	(8)(9)(17)(21)(23)
						15,884			15,711
Crowne Automotive
Vari-Form Group, LLC	First Lien Secured Debt	L+11.00% (7.00% Cash plus 4.00% PIK)	02/02/23	$	5,860	5,382			938			(9)(13)(14)
Vari-Form Inc.	First Lien Secured Debt	L+11.00% (7.00% Cash plus 4.00% PIK)	02/02/23	2,446		2,604			391			(9)(13)(14)
						7,986			1,329
K&N Parent, Inc.	Second Lien Secured Debt	11.15% (1M L+875, 1.00% Floor)	10/21/24	23,765		23,444			23,289			(10)
Total Automotive						$	49,028		$	40,329
Aviation and Consumer Transport
Merx Aviation Finance, LLC (5)	First Lien Secured Debt - Revolver	12.00%	10/31/23	$	325,200	$	325,200		$	325,200		(23)
	First Lien Secured Debt - Letter of Credit	2.25%	07/13/19	177		—			—			(23)
	Common Equity/Interests - Membership Interests	N/A	N/A	N/A		15,000			55,715
Total Aviation and Consumer Transport						$	340,200		$	380,915

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Beverage, Food & Tobacco
Eagle Foods Family Group, LLC	First Lien Secured Debt	9.12% (6M L+650, 1.00% Floor)	06/14/24	$	24,333	$	24,107		$	23,968		(9)
	First Lien Secured Debt	8.82% (3M L+650, 1.00% Floor)	06/14/24	417		413			410			(9)
	First Lien Secured Debt - Revolver	9.12% (6M L+650, 1.00% Floor)	06/14/23	917		917			903			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/14/23	2,833		(33		)	(43		)	(8)(9)(21)(23)
						25,404			25,238
Florida Food Group
Florida Food Products, Inc.	First Lien Secured Debt	9.15% (1M L+675, 1.00% Floor)	09/08/25	23,113		22,602			22,882			(9)
Florida Food Products, LLC	First Lien Secured Debt - Revolver	9.15% (1M L+675, 1.00% Floor)	09/06/23	1,473		1,473			1,458			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/06/23	240		(36		)	(2		)	(8)(9)(21)(23)
						1,437			1,456
IC Holdings LLC	Common Equity - Series A Units	N/A	N/A	169 Shares		169			169			(9)(13)
THLP CO. LLC	First Lien Secured Debt	7.90% (1M L+550, 1.00% Floor)	05/30/25	19,562		19,176			19,171			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	05/31/24	4,494		(88		)	(90		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	05/30/25	5,618		(54		)	(112		)	(8)(9)(21)(23)
						19,034			18,969
TNT Crust LLC	First Lien Secured Debt	8.65% (1M L+625, 1.00% Floor)	11/06/23	9,060		8,903			8,879			(9)
	First Lien Secured Debt	7.63% (1M L+525, 1.00% Floor)	11/06/23	10,403		10,196			10,195			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/06/23	3,252		(61		)	(65		)	(8)(9)(21)(23)
	Common Equity - Series A Units	N/A	N/A	244 Shares		30			321			(9)(13)
						19,068			19,330
Wm. Bolthouse Farms, Inc.	Common Equity - Common Stock	N/A	N/A	1,000,000 Shares		1,000			1,000			(13)
Total Beverage, Food & Tobacco						$	88,714		$	89,044
Business Services
Access CIG, LLC	Second Lien Secured Debt	10.07% (3M L+775)	02/27/26	$	15,900	$	15,776		$	15,811		(10)
Aero Operating LLC	First Lien Secured Debt	9.65% (1M L+725, 1.00% Floor)	12/29/22	36,803		36,140			36,435			(9)
	First Lien Secured Debt - Unfunded Revolver	1.00% Unfunded	12/29/22	3,773		(84		)	(38		)	(8)(9)(21)(23)
	First Lien Secured Debt - Letters of Credit	L+400	04/30/20 - 06/21/20	1,039		—			(10		)	(8)(9)(23)
						36,056			36,387
Ambrosia Buyer Corp.	Second Lien Secured Debt	10.20% (6M L+800, 1.00% Floor)	08/28/25	21,429		21,016			20,885
Claritas, LLC	First Lien Secured Debt	8.33% (1M L+600, 1.00% Floor)	12/21/23	3,919		3,883			3,880			(9)
	First Lien Secured Debt - Revolver	8.40% (1M L+600, 1.00% Floor)	12/21/23	129		129			128			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/21/23	902		(10		)	(9		)	(8)(9)(21)(23)
						4,002			3,999
Continuum Global Solutions, LLC	First Lien Secured Debt - Revolver	7.90% (1M L+550, 1.00% Floor)	02/15/22	941		941			922			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	02/15/22	9,829		(189		)	(197		)	(8)(9)(21)(23)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)		Fair Value (1) (30)
	Preferred Equity - Preferred Equity	N/A	N/A	620 Shares		62		62		(9)(13)
						814		787
CT Technologies Intermediate Holdings, Inc	First Lien Secured Debt	6.65% (1M L+425, 1.00% Floor)	12/01/21	4,449		3,896		3,804		(9)(10)
	Second Lien Secured Debt	11.40% (1M L+900, 1.00% Floor)	12/01/22	31,253		30,677		28,128		(9)
						34,573		31,932
Education Personnel	First Lien Secured Debt	5.55% (3M GBP L+475, 0.50% Floor)	08/31/24	£	4,118	5,225		5,192		(9)(17)
	First Lien Secured Debt - Revolver	5.55% (3M GBP L+475, 0.50% Floor)	08/31/24	£	1,471	1,866		1,854		(9)(17)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.66% Unfunded	08/31/24	£	4,412	—		—		(9)(17)(21)(23)
						7,091		7,046
Electro Rent Corporation	Second Lien Secured Debt	11.52% (2M L+900, 1.00% Floor)	01/31/25	34,235		33,456		33,551		(9)
Jacent Strategic Merchandising	First Lien Secured Debt	8.33% (3M L+575, 1.00% Floor)	04/23/24	22,750		22,422		22,750		(9)
	First Lien Secured Debt - Revolver	8.08% (3M L+575, 1.00% Floor)	04/23/24	467		467		467		(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	04/23/24	3,033		(51	)	—		(9)(21)(23)
	Common Equity/Interests - Membership Interests	N/A	N/A	5,000 Shares		500		500		(9)(13)
						23,338		23,717
McLarens Global Ltd.
Margaux Acquisition Inc.	First Lien Secured Debt	8.32% (3M L+600, 1.00% Floor)	12/19/24	18,943		18,623		18,754		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/19/24	1,601		(29	)	(16	)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	12/19/24	4,461		(106	)	(45	)	(8)(9)(21)(23)
Margaux UK Finance Limited	First Lien Secured Debt	7.00% (3M GBP L+600, 1.00% Floor)	12/19/24	£	5,940	7,369		7,485		(9)(17)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/19/24	£	541	(12	)	(7	)	(8)(9)(17)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	12/19/24	£	1,353	(31	)	(17	)	(8)(9)(17)(21)(23)
						25,814		26,154
Ministry Brands, LLC	Second Lien Secured Debt	11.58% (3M L+925, 1.00% Floor)	6/2/2023	10,000		9,908		10,050
Newscycle Solutions, Inc.	First Lien Secured Debt	9.40% (1M L+700, 1.00% Floor)	12/29/22	16,427		16,140		16,263		(9)
	First Lien Secured Debt - Revolver	9.40% (1M L+700, 1.00% Floor)	12/29/22	320		320		317		(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/29/22	180		(9	)	(2	)	(8)(9)(21)(23)
						16,451		16,578
PSI Services, LLC	First Lien Secured Debt	7.40% (1M L+500, 1.00% Floor)	01/20/23	4,563		4,495		4,540		(9)
	First Lien Secured Debt - Revolver	10.50% (P+500, 1.00% Floor)	01/20/22	278		278		277		(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	01/20/22	£	47	—		—		(8)(9)(21)(23)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	01/20/22	119		(5		)	(1		)	(8)(9)(21)(23)
	Second Lien Secured Debt	11.40% (1M L+900, 1.00% Floor)	01/20/24	37,893		37,154			37,926			(9)
						41,922			42,742
RA Outdoors, LLC	First Lien Secured Debt	7.15% (1M L+475, 1.00% Floor)	09/11/24	7,120		7,014			6,942			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/09/22	1,176		(15		)	(24		)	(8)(9)(21)(23)
	First Lien Secured Debt - Letter of Credit	4.75%	08/28/19	24		—			—			(8)(9)(23)
	Second Lien Secured Debt	11.15% (1M L+875, 1.00% Floor)	09/11/25	34,200		33,536			33,174			(9)
						40,535			40,092
STG-Fairway Acquisitions, Inc.	Second Lien Secured Debt	11.65% (1M L+925, 1.00% Floor)	06/30/23	15,000		14,811			14,400
TGG TS Acquisition Company	First Lien Secured Debt - Revolver	8.90% (1M L+650)	12/14/23	290		290			283			(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/14/23	1,460		—			(37		)	(8)(21)(23)
						290			246
Transplace Holdings, Inc.	Second Lien Secured Debt	11.15% (1M L+875, 1.00% Floor)	10/06/25	8,599		8,429			8,427			(10)
U.S. Legal Support
USLS Acquisition, Inc.	First Lien Secured Debt	8.19% (3M L+575, 1.00% Floor)	12/02/24	19,999		19,638			19,616			(9)
	First Lien Secured Debt	8.08% (3M L+575, 1.00% Floor)	12/02/24	1,738		1,721			1,704			(9)
	First Lien Secured Debt - Revolver	8.08% (3M L+575)	12/02/24	536		536			526			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/02/24	986		(29		)	(19		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	12/02/24	2,948		(42		)	(53		)	(8)(9)(21)(23)
	First Lien Secured Debt - Letter of Credit	5.75%	10/15/19 - 06/06/20	86		—			(1		)	(8)(9)(23)
US Legal Support Investment Holdings, LLC	Common Equity/Interests - Series A-1 Units	N/A	N/A	631,972 Shares		632			684			(9)(13)
						22,456			22,457
Vertafore, Inc.	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/30/23	14,576		(1,381		)	(1,676		)	(8)(21)(23)
	First Lien Secured Debt - Letter of Credit	3.25%	01/17/20	424		—			(49		)	(8)(23)
						(1,381		)	(1,725		)
Total Business Services						$	355,357		$	353,536
Chemicals, Plastics & Rubber
Carbon Free Chemicals
Carbonfree Caustic SPE LLC	First Lien Secured Debt	5.00%	12/31/21	$	11,200	$	11,200		$	11,200
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)	First Lien Secured Debt	5.22% PIK	12/31/21	50,305		50,305			43,732
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	12/31/21	1,911		—			—			(21)(23)
	Common Equity/Interests - Membership Interests	N/A	N/A	9,000,000 Shares		9,000			—			(13)
						70,505			54,932

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Hare Bidco, Inc.	Second Lien Secured Debt	9.75% (3M E+875)	08/01/24	€	13,574	14,475			15,304
Westfall Technik, Inc.	First Lien Secured Debt	7.83% (3M L+550, 1.00% Floor)	09/13/24	15,132		14,953			14,981			(9)
	First Lien Secured Debt - Revolver	8.04% (3M L+550, 1.00% Floor)	09/13/24	1,077		1,077			1,066			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/13/24	942		(35		)	(9		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	09/13/24	13,774		(225		)	(138		)	(8)(9)(21)(23)
						15,770			15,900
Total Chemical, Plastics & Rubber						$	100,750		$	86,136
Construction & Building
Englert
Gutter Buyer, Inc.	First Lien Secured Debt	8.66% (1M L+625, 1.00% Floor)	03/06/25	$	23,864	$	23,298		$	23,276		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/06/24	2,727		(64		)	(67		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	03/06/25	3,409		(48		)	(50		)	(8)(9)(21)(23)
Gutter Holdings, LP	Common Equity/Interests - Membership Interests	N/A	N/A	500 Shares		500			551			(9)(13)
Total Construction & Building						$	23,686		$	23,710
Consumer Goods – Durable
Hayward Industries, Inc.	Second Lien Secured Debt	10.65% (1M L+825)	08/04/25	$	21,919	$	21,661		$	21,590
KDC US Holdings	First Lien Secured Debt - Revolver	7.75% (P+225)	12/21/23	1,445		1,445			1,323			(23)
	First Lien Secured Debt - Unfunded Revolver	0.25% Unfunded	12/21/23	4,471		—			(376		)	(8)(21)(23)
	First Lien Secured Debt - Letters of Credit	3.25%	12/31/19 - 03/08/20	104		—			(9		)	(8)(23)
						1,445			938
KLO Holdings
9357-5991 Quebec Inc.	First Lien Secured Debt	10.25% (1M L+775)	04/07/22	8,763		8,702			7,447			(13)(14)
KLO Acquisition LLC	First Lien Secured Debt	10.25% (1M L+775)	04/07/22	5,073		5,038			4,311			(13)(14)
						13,740			11,758
Project Comfort Buyer, Inc.	First Lien Secured Debt	9.81% (6M L+700, 1.00% Floor)	02/03/25	23,621		22,960			23,384			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	02/01/24	3,462		(95		)	(35		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	02/03/25	2,308		(32		)	(23		)	(8)(9)(21)(23)
	Preferred Equity - Preferred Equity	N/A	N/A	461,538 Shares		462			508			(9)(13)
						23,295			23,834
Sorenson Holdings, LLC	Common Equity/Interests - Membership Interests	N/A	N/A	587 Shares		—			477			(10)(13)
Total Consumer Goods - Durable						$	60,141		$	58,597
Consumer Goods – Non-durable
ABG Intermediate Holdings 2, LLC	Second Lien Secured Debt	10.15% (1M L+775, 1.00% Floor)	09/29/25	$	7,229	$	7,205		$	7,162		(10)
BIG Buyer, LLC	First Lien Secured Debt	8.90% (1M L+650, 1.00% Floor)	11/20/23	29,190		28,419			28,898			(9)
	First Lien Secured Debt - Revolver	8.90% (1M L+650, 1.00% Floor)	11/20/23	361		361			357			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/20/23	1,444		(48		)	(14		)	(8)(9)(21)(23)
						28,732			29,241

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Lion Cashmere Midco Limited	First Lien Secured Debt	8.42% (6M L+575, 1.00% Floor)	03/21/25	13,053		12,835			12,694			(9)(17)
	First Lien Secured Debt - Revolver	6.25% (E+525, 1.00% Floor)	03/21/24	€	225	256			250			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	1.8375% Unfunded	03/21/24	€	960	(22		)	(30		)	(8)(9)(17)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	2.0125% Unfunded	03/21/25	€	2,372	(45		)	(74		)	(8)(9)(17)(21)(23)
						13,024			12,840
Protein For Pets Opco, LLC	First Lien Secured Debt	7.52% (3M L+500, 1.00% Floor)	11/28/25	12,781		12,529			12,525			(9)
	First Lien Secured Debt - Revolver	7.38% (1M L+500, 1.00% Floor)	05/31/24	178		178			174			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	05/31/24	2,041		(57		)	(41		)	(8)(9)(21)(23)
						12,650			12,658
Reddy Ice Corporation	First Lien Secured Debt	9.94% (1M L+750, 1.00% Floor)	06/30/23	32,583		32,196			32,583			(9)
	First Lien Secured Debt - Revolver	12.00% (P+650)	06/30/23	2,049		2,049			2,049			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/30/23	295		(35		)	—			(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	3.75% Unfunded	06/30/23	1,337		(10		)	—			(9)(21)(23)
	First Lien Secured Debt - Letters of Credit	4.50%	04/05/20 - 04/10/20	575		—			—			(9)(23)
						34,200			34,632
Sequential Brands Group, Inc.	Second Lien Secured Debt	11.15% (1M L+875)	02/07/24	12,965		12,866			12,835			(17)
Total Consumer Goods - Non-Durable						$	108,677		$	109,368
Consumer Services
1A Smart Start LLC	Second Lien Secured Debt	10.65% (1M L+825, 1.00% Floor)	08/22/22	$	25,100	$	24,761		$	24,729
First Heritage Credit, LLC	First Lien Secured Debt	7.15% (1M L+475)	04/02/22	16,500		16,349			16,331			(9)
	First Lien Secured Debt - Revolver	7.90% (1M L+550)	04/02/22	804		804			797			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	04/02/22	2,946		(34		)	(28		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	04/02/22	9,750		(89		)	(100		)	(8)(9)(21)(23)
						17,030			17,000
Nemo (BC) Bidco Pty Ltd	First Lien Secured Debt	7.18% (1M BBSW+575, 1.00% Floor)	04/06/24	A$	6,768	4,912			4,654			(17)
	First Lien Secured Debt - Unfunded Delayed Draw	2.59% Unfunded	04/06/24	A$	232	(9		)	(3		)	(8)(17)(21)(23)
						4,903			4,651
Paper Source, Inc.	First Lien Secured Debt	9.52% (3M L+700, 1.00% Floor)	05/22/24	11,918		11,685			11,679			(9)
	First Lien Secured Debt - Revolver	11.50% (P+600)	05/22/24	1,274		1,274			1,248			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	05/22/24	1,808		(60		)	(36		)	(8)(9)(21)(23)
						12,899			12,891
Pinstripe Holdings, LLC	First Lien Secured Debt	8.41% (2M L+600)	01/17/25	6,983		6,853			6,878
Tidewater Consumer Receivables, LLC	First Lien Secured Debt	8.15% (1M L+575)	12/28/23	11,333		11,231			11,220			(9)(17)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
	First Lien Secured Debt - Revolver	8.15% (1M L+575)	12/28/23	792		792			784			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	0.00% Unfunded	12/28/23	1,542		(10		)	(15		)	(8)(9)(17)(21)(23)
						12,013			11,989
U.S. Auto Finance, Inc.	First Lien Secured Debt	7.07% (3M L+475)	04/17/22	11,000		10,963			10,956			(9)
	First Lien Secured Debt - Revolver	7.82% (3M L+550)	04/17/22	8,652		8,652			8,614			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	04/17/22	11,348		(97		)	(50		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	04/17/22	9,000		(56		)	(41		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	2.00% Unfunded	12/31/20	2,000		(54		)	(54		)	(8)(9)(21)(23)
						19,408			19,425
Total Consumer Services						$	97,867		$	97,563
Containers, Packaging & Glass
Sprint Industrial Holdings, LLC	Second Lien Secured Debt	13.5% PIK	11/14/19	$	22,505	$	22,141		$	22,289
	Common Equity/Interests - Warrants	N/A	N/A	7,341 Warrants		—			—			(13)(26)
						22,141			22,289
TricorBraun Holdings, Inc.	First Lien Secured Debt - Revolver	7.75% (P+225)	11/30/21	1,418		1,418			1,419			(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/30/21	4,208		(245		)	—			(21)(23)
						1,173			1,419
Total Containers, Packaging & Glass						$	23,314		$	23,708
Diversified Investment Vehicles, Banking, Finance, Real Estate
Alera Group Intermediate Holdings	First Lien Secured Debt	6.90% (1M L+450)	08/01/25	$	19,950	$	19,786		$	19,962		(10)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	08/01/25	8,000		(68		)	(72		)	(8)(21)(23)
						19,718			19,890
Compu-Link Corporation	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/11/24	2,273		(51		)	(51		)	(8)(9)(21)(23)
Exeter Property Group, LLC	First Lien Secured Debt	6.90% (1M L+450)	08/28/24	4,808		4,740			4,738			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	08/28/24	192		(3		)	(3		)	(8)(9)(21)(23)
						4,737			4,735
Flock SPV I, LLC	First Lien Secured Debt	8.90% (1M L+650)	08/30/22	9,333		9,270			9,223			(9)(17)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	08/30/22	1,333		(11		)	(16		)	(8)(9)(17)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	08/30/22	9,333		(84		)	(111		)	(8)(9)(17)(21)(23)
						9,175			9,096
Golden Bear 2016-R, LLC (4)	Structured Products and Other - Membership Interests	N/A	09/20/42	—		16,646			12,961			(3)(17)
Mayfield Agency Borrower Inc.	Second Lien Secured Debt	10.90% (1M L+850)	03/02/26	5,000		4,937			4,944			(10)
Peer Advisors, LLC	First Lien Secured Debt	7.30% (1M L+550, 1.00% Floor)	06/11/24	22,727		22,222			22,216			(9)
Purchasing Power, LLC	First Lien Secured Debt	7.90% (1M L+550)	08/09/19	13,906		13,906			13,888			(9)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	08/09/19	2,343		(1		)	(3		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	08/09/19	2,702		(6		)	(4		)	(8)(9)(21)(23)
						13,899			13,881
Taupo River II, LLC	First Lien Secured Debt	7.57% (3M L+525, 1.00% Floor)	06/08/20	14,000		13,965			13,964			(9)(17)
Ten-X, LLC	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/29/22	4,680		(274		)	(293		)	(8)(21)(23)
Total Diversified Investment Vehicles, Banking, Finance, Real Estate						$	104,974		$	101,343
Energy – Electricity
AMP Solar Group, Inc. (4)	Common Equity/Interests - Class A Common Unit	N/A	N/A	243,646 Shares		$	10,000		$	6,485		(13)(17)
Renew Financial
AIC SPV Holdings II, LLC (4)	Preferred Equity - Preferred Stock	N/A	N/A	534,375 Shares		534			639			(15)(17)
Renew Financial LLC (f/k/a Renewable Funding, LLC) (4)	Preferred Equity - Series B Preferred Stock	N/A	N/A	1,505,868 Shares		8,343			14,844			(13)
	Preferred Equity - Series D Preferred Stock	N/A	N/A	436,689 Shares		5,568			5,955			(13)
Renew JV LLC (4)	Common Equity/Interests - Membership Interests	N/A	N/A	N/A		1,827			2,696			(13)(17)
						16,272			24,134
Solarplicity Group
Solarplicity Group Limited (4)	First Lien Secured Debt	N/A	11/30/22	£	4,331	5,811			1,761			(3)(13)(17)
Solarplicity UK Holdings Limited	First Lien Secured Debt	4.00%	03/08/23	£	5,562	7,637			6,983			(17)
	Preferred Equity - Preferred Stock	N/A	N/A	4,286 Shares		5,861			4,757			(2)(13)(17)
	Common Equity/Interests - Ordinary Shares	N/A	N/A	2,825 Shares		4			81			(2)(13)(17)
						19,313			13,582
Total Energy – Electricity						$	45,585		$	44,201
Energy – Oil & Gas
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.) (5)	First Lien Secured Debt	8.00% Cash (10.00% PIK Toggle)	03/29/20	$	7,000	$	7,000		$	7,000
	Second Lien Secured Debt	10.00% PIK Toggle (8.00% Cash)	03/29/21	34,554		34,554			34,554
	Common Equity/Interests - Common Stock	N/A	N/A	5,000,000 Shares		30,078			681			(13)
						71,632			42,235
Pelican Energy, LLC (4)	Common Equity/Interests - Membership Interests	N/A	N/A	1,444 Shares		17,508			4,415			(13)(16)(17)
SHD Oil & Gas, LLC (5)	First Lien Secured Debt - Tranche C Note	12.00%	07/31/20	20,400		20,400			21,012
	First Lien Secured Debt - Tranche A Note	4.00%	07/31/20	45,457		45,457			46,821
	First Lien Secured Debt - Tranche B Note	3% PIK	07/31/20	82,577		44,380			31,683			(13)(14)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	07/31/20	1,600		—			—			(21)(23)
	Common Equity/Interests - Series A Units	N/A	N/A	7,600,000 Shares		1,411			—			(13)(16)
						111,648			99,516
Total Energy – Oil & Gas						$	200,788		$	146,166

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Food & Grocery
Bumble Bee Foods
Bumble Bee Holdings, Inc.	First Lien Secured Debt	10.52% (3M L+800, 1.00% Floor)	08/15/23	$	15,312	$	15,083		$	14,393
Connors Bros Clover Leaf Seafoods Company	First Lien Secured Debt	10.52% (3M L+800, 1.00% Floor)	08/15/23	4,338		4,273			4,078
Total Food & Grocery						$	19,356		$	18,471
Healthcare & Pharmaceuticals
Altasciences
9360-1367 Quebec Inc.	First Lien Secured Debt	8.77% (3M L+625, 1.00% Floor)	06/09/23	C$	2,375	$	1,743		$	1,749		(9)(17)
	First Lien Secured Debt	8.77% (3M L+625, 1.00% Floor)	06/09/23	$	2,862	2,819			2,755			(9)(17)
Altasciences US Acquisition, Inc.	First Lien Secured Debt	8.77% (3M L+625, 1.00% Floor)	06/09/23	5,123		5,047			4,931			(9)
	First Lien Secured Debt	8.58% (3M L+625, 1.00% Floor)	06/09/23	920		920			885			(9)(27)
	First Lien Secured Debt - Revolver	8.56% (3M L+625, 1.00% Floor)	06/09/23	962		962			926			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.25% Unfunded	06/09/23	463		(21		)	(17		)	(8)(9)(21)(23)(27)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	06/09/23	1,931		(23		)	(72		)	(8)(9)(21)(23)(27)
						11,447			11,157
Amerivet Partners Management, Inc.	First Lien Secured Debt	8.15% (1M L+575, 1.00% Floor)	06/05/24	15,972		15,741			15,622			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/05/24	806		(17		)	(18		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	06/05/24	10,162		(204		)	(222		)	(8)(9)(21)(23)
						15,520			15,382
Analogic Corporation	First Lien Secured Debt	8.40% (1M L+600, 1.00% Floor)	06/22/24	27,186		26,621			26,914			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/22/23	2,609		(52		)	(26		)	(8)(9)(21)(23)
						26,569			26,888
Aptevo Therapeutics Inc.	First Lien Secured Debt	10.00% (1M L+760, 0.50% Floor)	02/01/23	8,571		8,752			8,549			(9)
Argon Medical Devices Holdings, Inc.	Second Lien Secured Debt	10.40% (1M L+800, 1.00% Floor)	01/23/26	19,600		19,519			19,355			(10)
AVG Intermediate Holdings LLC	First Lien Secured Debt	10.38% (1M L+800, 1.00% Floor)	02/08/24	6,725		6,586			6,571			(9)
	First Lien Secured Debt	10.36% (1M L+800, 1.00% Floor)	02/08/24	1,993		1,993			1,948			(9)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	02/08/24	4,507		(135		)	(103		)	(8)(9)(21)(23)
						8,444			8,416
BioClinica Holding I, LP	Second Lien Secured Debt	10.81% (3M L+825, 1.00% Floor)	10/21/24	24,612		24,264			23,012			(10)
Cerus Corporation	First Lien Secured Debt	7.85% (1M L+545, 1.80% Floor)	03/01/24	12,000		11,943			12,013			(9)(17)
	First Lien Secured Debt - Revolver	6.15% (1M L+375, 1.80% Floor)	03/01/24	188		188			188			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/01/24	312		(1		)	—			(9)(17)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	03/01/24	9,000		(42		)	—			(9)(17)(21)(23)
						12,088			12,201

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)	Cost (29)		Fair Value (1) (30)
Emmes Corporation
Emmes Blocker, Inc.	Common Equity - Common Stock	N/A	N/A	306 Shares	306		306		(9)(13)
The Emmes Company, LLC	First Lien Secured Debt	7.90% (1M L+550, 1.00% Floor)	03/03/25	12,214	12,041		11,909		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/03/25	2,449	(35	)	(61	)	(8)(9)(21)(23)
					12,312		12,154
FPG Services, LLC	First Lien Secured Debt	7.95% (3M L+550, 1.00% Floor)	06/13/25	12,632	12,381		12,379		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/13/24	2,105	(42	)	(42	)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	06/13/25	5,263	(52	)	(53	)	(8)(9)(21)(23)
					12,287		12,284
GB001, Inc.	First Lien Secured Debt	8.55% (1M L+615, 2.00% Floor)	05/01/24	6,000	5,945		5,997		(9)(17)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	05/01/24	24,000	(232	)	—		(9)(17)(21)(23)
					5,713		5,997
Genesis Healthcare, Inc.	First Lien Secured Debt	8.32% (3M L+600, 0.50% Floor)	03/06/23	25,000	24,724		24,733		(9)
	First Lien Secured Debt	13.32% (3M L+1100, 1.00% Floor)	03/06/23	5,478	5,417		5,397		(9)
	First Lien Secured Debt - Revolver	8.32% (3M L+600, 0.50% Floor)	03/06/23	19,059	19,059		18,862		(9)(23)
	First Lien Secured Debt - Revolver	5.57% (3M L+325, 0.50% Floor)	02/02/20	10,863	10,863		10,751		(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/06/23	19,898	(430	)	(206	)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	02/02/20	11,050	(64	)	(114	)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	2.00% Unfunded	03/06/23	3,652	—		(54	)	(8)(9)(21)(23)
					59,569		59,369
IMA Group Management Company, LLC	First Lien Secured Debt	7.83% (3M L+550, 1.00% Floor)	05/30/24	4,699	4,654		4,652
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	05/30/24	289	(3	)	(3	)	(8)(21)(23)
					4,651		4,649
Lanai Holdings III, Inc.	Second Lien Secured Debt	11.08% (3M L+850, 1.00% Floor)	08/28/23	17,391	17,082		16,087
LSCS Holdings, Inc	Second Lien Secured Debt	10.58% (3M L+825)	03/16/26	19,818	19,429		19,703
Maxor National Pharmacy Services, LLC	First Lien Secured Debt	7.83% (3M L+550, 1.00% Floor)	11/22/23	24,668	24,220		24,225		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/22/22	1,558	(26	)	(27	)	(8)(9)(21)(23)
					24,194		24,198
Orchard Therapeutics plc	First Lien Secured Debt	8.40% (1M L+600, 1.00% Floor)	05/24/24	8,333	8,292		8,292		(9)(17)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	05/24/24	16,667	(82	)	(84	)	(8)(9)(17)(21)(23)
					8,210		8,208
Partner Therapeutics, Inc	First Lien Secured Debt	9.05% (1M L+665, 1.00% Floor)	01/01/23	11,667	11,537		11,512		(9)
	Preferred Equity - Preferred Stock	N/A	N/A	55,556 Shares	333		333		(9)(13)
	Common Equity/Interests - Warrants	N/A	N/A	33,333 Warrants	135		89		(9)(13)
					12,005		11,934

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
PHS Buyer, Inc.	First Lien Secured Debt	7.65% (1M L+525, 1.00% Floor)	01/31/25	12,968		12,696			12,708			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	01/31/25	2,000		(42		)	(40		)	(8)(9)(21)(23)
						12,654			12,668
ProPharma Group Intermediate, LLC	First Lien Secured Debt	8.40% (1M L+600, 0.50% Floor)	07/12/23	€	6,405	7,239			7,222
	First Lien Secured Debt	8.40% (1M L+600, 0.50% Floor)	07/12/23	£	1,869	2,428			2,354
	First Lien Secured Debt	8.40% (1M L+600, 0.50% Floor)	01/13/20	£	2,389	3,118			3,010
	First Lien Secured Debt	8.40% (1M L+600, 0.50% Floor)	07/12/23	11,034		10,936			10,924
	First Lien Secured Debt	8.40% (1M L+600, 0.50% Floor)	01/13/20	411		409			407
	First Lien Secured Debt - Revolver	8.40% (1M L+600, 0.50% Floor)	07/12/23	688		688			681			(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	07/12/23	344		(9		)	(3		)	(8)(21)(23)
						24,809			24,595
PTC Therapeutics, Inc	First Lien Secured Debt	8.55% (1M L+615, 1.00% Floor)	05/01/21	12,139		12,111			12,260			(9)(17)
RiteDose Holdings I, Inc.	First Lien Secured Debt	8.82% (3M L+650, 1.00% Floor)	09/13/23	14,775		14,437			14,355			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/13/22	2,000		(42		)	(48		)	(8)(9)(21)(23)
						14,395			14,307
Royton Bidco Limited	First Lien Secured Debt	8.31% (3M L+575, 0.50% Floor)	05/09/25	£	15,588	19,721			19,244			(9)(17)
	First Lien Secured Debt - Unfunded Delayed Draw	2.0125% Unfunded	05/09/25	£	4,412	(84		)	(84		)	(8)(9)(17)(21)(23)
						19,637			19,160
Teladoc, Inc.	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	07/14/20	1,306		(23		)	—			(17)(21)(23)
	First Lien Secured Debt - Letters of Credit	7.25%	01/13/20 - 05/11/20	360		—			—			(17)(23)
						(23		)	—
Wright Medical Group, Inc.	First Lien Secured Debt	10.25% (1M L+785, 1.00% Floor)	12/23/21	6,667		6,575			6,667			(9)(17)
	First Lien Secured Debt - Revolver	6.65% (1M L+425, 0.75% Floor)	12/23/21	7,666		7,666			7,590			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/23/21	50,667		(321		)	(507		)	(8)(9)(17)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	12/23/21	11,667		(91		)	—			(9)(17)(21)(23)
						13,829			13,750
Total Healthcare & Pharmaceuticals						$	399,467		$	396,283
High Tech Industries
AMI US Holdings Inc.	First Lien Secured Debt	7.90% (1M L+550, 1.00% Floor)	04/01/25	$	22,038	$	21,615		$	21,597		(9)
	First Lien Secured Debt - Revolver	7.90% (1M L+550)	04/01/24	581		581			570			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	04/01/24	2,326		(55		)	(47		)	(8)(9)(21)(23)
						22,141			22,120
ChargePoint, Inc.	First Lien Secured Debt	8.95% (1M L+655, 1.25% Floor)	06/01/23	10,500		10,416			10,438			(9)
ChyronHego Corporation	First Lien Secured Debt	7.43% (3M L+643, 1.00% Floor)	03/09/20	34,346		34,238			31,942			(18)
DigiCert Holdings, Inc.	Second Lien Secured Debt	10.40% (1M L+800, 1.00% Floor)	10/31/25	12,157		12,109			12,119			(10)
FiscalNote, Inc.	First Lien Secured Debt	10.40% (1M L+800, 1.00% Floor)	08/21/23	28,125		27,484			27,352			(9)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
	First Lien Secured Debt - Revolver	10.40% (1M L+800, 1.00% Floor)	08/21/23	2,569		2,569			2,498			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	08/21/23	3,806		(96		)	(105		)	(8)(9)(21)(23)
	Preferred Equity - Series F Preferred Stock	N/A	N/A	259,565 Shares		1,500			1,500			(9)(13)
						31,457			31,245
International Cruise & Excursion Gallery, Inc.	First Lien Secured Debt	7.65% (1M L+525, 1.00% Floor)	06/06/25	14,850		14,596			14,794
LabVantage Solutions
LabVantage Solutions Inc.	First Lien Secured Debt	9.90% (1M L+750, 1.00% Floor)	12/29/20	11,262		11,151			11,262
LabVantage Solutions Limited	First Lien Secured Debt	8.50% (E+750)	12/29/20	€	11,372	12,120			12,951			(17)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/29/20	€	3,435	(30		)	—			(17)(21)(23)
						23,241			24,213
Magnate Holding Corp.	First Lien Secured Debt	8.33% (3M L+600, 1.00% Floor)	12/16/24	16,670		16,443			16,431			(9)(17)
	First Lien Secured Debt - Revolver	7.33% (3M L+500, 1.00% Floor)	12/14/23	1,358		1,358			1,339			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	1.75% Unfunded	12/14/23	1,972		(44		)	(28		)	(8)(9)(17)(21)(23)
						17,757			17,742
New Amsterdam Software BidCo LLC	First Lien Secured Debt	5.00% (1M E L+500, 1.00% Floor)	05/02/26	€	743	817			829			(9)
	First Lien Secured Debt	7.40% (1M L+500, 1.00% Floor)	05/02/26	6,917		6,782			6,778			(9)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	05/02/26	2,250		(22		)	(45		)	(8)(9)(21)(23)
						7,577			7,562
Omnitracs, LLC	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/23/23	3,750		(252		)	(338		)	(8)(21)(23)
Sirsi Corporation	First Lien Secured Debt	7.27% (3M L+475, 1.00% Floor)	03/15/24	7,027		6,928			6,922			(9)
	First Lien Secured Debt - Revolver	7.20% (3M L+475, 1.00% Floor)	03/15/24	171		171			169			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/15/24	257		(6		)	(4		)	(8)(9)(21)(23)
						7,093			7,087
Telestream Holdings Corporation	First Lien Secured Debt	7.61% (6M L +645, 1.00% Floor)	03/24/22	35,605		35,396			34,892			(18)
Tibco Software Inc.	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/05/19	6,000		(5		)	(450		)	(8)(21)(23)
Wall Street Systems Delaware, Inc.	First Lien Secured Debt	7.40% (1M L+500, 2.00% Floor)	11/21/24	14,033		13,755			13,963
ZPower, LLC	First Lien Secured Debt	10.15% (1M L+775, 1.00% Floor)	07/01/22	6,333		6,402			6,046			(9)
	Common Equity/Interests - Warrants	N/A	N/A	29,630 Warrants		48			—			(9)(13)
						6,450			6,046
Total High Tech Industries						$	235,969		$	233,375
Hotel, Gaming, Leisure, Restaurants
GFRC Holdings LLC	First Lien Secured Debt	10.53% (3M L+800 Cash (L+800 PIK Toggle), 1.50% Floor)	02/01/22	$	2,500	$	2,500		$	2,500
Total Hotel, Gaming, Leisure, Restaurants						$	2,500		$	2,500

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Insurance
AQ Sunshine, Inc.	First Lien Secured Debt	7.90% (1M L+550, 1.00% Floor)	04/15/25	$	14,118	$	13,845		$	13,838		(9)
	First Lien Secured Debt - Revolver	8.09% (3M L+550, 1.00% Floor)	04/15/24	588		588			577			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	04/15/24	588		(23		)	(12		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	04/15/25	4,706		(91		)	(93		)	(8)(9)(21)(23)
						14,319			14,310
Ivy Finco Limited	First Lien Secured Debt	7.61% (1M L+525)	06/07/25	£	8,836	10,927			10,936			(9)(17)
	First Lien Secured Debt - Unfunded Delayed Draw	1.84% Unfunded	06/07/25	£	8,664	(150		)	(303		)	(8)(9)(17)(21)(23)
						10,777			10,633
Total Insurance						$	25,096		$	24,943
Manufacturing, Capital Equipment
AVAD
AVAD Canada Ltd.	First Lien Secured Debt - Revolver	6.40% (1M L+400, 1.00% Floor)	10/02/23	$	1,000	$	983		$	983		(9)(23)
AVAD, LLC	First Lien Secured Debt	10.15% (1M L+775, 1.00% Floor)	10/02/23	9,411		9,248			9,223			(9)
	First Lien Secured Debt - Revolver	6.40% (1M L+400, 1.00% Floor)	10/02/23	13,918		13,918			13,677			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	10/02/23	1,748		(267		)	(30		)	(8)(9)(21)(23)
						23,882			23,853
Kauffman
Kauffman Holdco, LLC	Common Equity/Interests - Common Stock	N/A	N/A	250,000 Shares		250			250			(9)(13)
Kauffman Intermediate, LLC	First Lien Secured Debt	8.08% (3M L+575, 1.00% Floor)	05/08/25	17,436		17,096			17,262			(9)
	First Lien Secured Debt - Revolver	8.08% (3M L+575, 1.00% Floor)	05/08/25	777		777			769			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	05/08/25	1,787		(50		)	(18		)	(8)(9)(21)(23)
						18,073			18,263
MedPlast Holdings Inc.	Second Lien Secured Debt	10.08% (3M L+775)	07/02/26	8,000		7,930			7,900			(10)
Total Manufacturing, Capital Equipment						$	49,885		$	50,016
Media – Diversified & Production
SESAC Holdco II LLC	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	02/23/22	$	587	$	(28	)	$	(44	)	(8)(10)(21)(23)
	Second Lien Secured Debt	9.65% (1M L+725, 1.00% Floor)	02/24/25	3,241		3,218			3,209			(10)
						3,190			3,165
Sonar Entertainment, Inc.	First Lien Secured Debt	10.00% (1M L+760, 1.25% Floor)	11/15/21	8,964		8,840			8,807			(9)
	First Lien Secured Debt - Revolver	10.00% (1M L+760, 1.25% Floor)	11/15/21	7,227		7,227			7,101			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/15/21	15,604		(316		)	(274		)	(8)(9)(21)(23)
						15,751			15,634
Total Media – Diversified & Production						$	18,941		$	18,799
Metals & Mining
Magnetation, LLC	First Lien Secured Debt	10.32% (3M L+800 Cash (PIK Toggle))	12/31/19	$	1,213	$	1,134		$	530		(13)(14)
Total Metals & Mining						$	1,134		$	530

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)		Fair Value (1) (30)
Telecommunications
IPC Corporation	First Lien Secured Debt	7.58% (3M L+500, 1.00% Floor)	08/06/21	$	10,000	$	9,936	$	8,888	(9)
Securus Technologies Holdings, Inc.	Second Lien Secured Debt	10.58% (3M L+825, 1.00% Floor)	11/01/25	12,878		12,776		11,848		(10)
Total Telecommunications						$	22,712	$	20,736
Transportation – Cargo, Distribution
Dynamic Product Tankers, LLC (5)	First Lien Secured Debt	9.33% (3M L+700)	06/30/23	$	42,000	$	41,840	$	42,000	(17)
	First Lien Secured Debt - Letters of Credit	2.25%	9/20/19 - 03/31/21	6,050		—		—		(17)(23)
	Common Equity/Interests - Class A Units	N/A	N/A	N/A		49,806		36,685		(17)(24)
						91,646		78,685
MSEA Tankers LLC (5)	Common Equity/Interests - Class A Units	N/A	N/A	N/A		74,450		72,859		(17)(25)
PT Intermediate Holdings III, LLC	Second Lien Secured Debt	10.33% (3M L+800, 1.00% Floor)	12/08/25	9,375		9,299		9,094
Total Transportation – Cargo, Distribution						$	175,395	$	160,638
Utilities – Electric
Asset Repackaging Trust Six B.V.	Structured Products and Other	12.06%	05/18/27	$	58,411	$	26,602	$	32,564	(11)(17)(19)
Total Utilities – Electric						$	26,602	$	32,564
Total Investments before Cash Equivalents						$	2,683,123	$	2,620,312
J.P. Morgan U.S. Government Money Market Fund	N/A	N/A	N/A	$	29,210	$	29,210	$	29,210	(22)
Total Investments after Cash Equivalents						$	2,712,333	$	2,649,522	(6)(7)

____________________


(1)	Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (See Note 2 to the financial statements).


(2)	Preferred and ordinary shares in Solarplicity UK Holdings Limited are GBP denominated equity investments.

(3)

Denotes investments in which the Company owns greater than 25% of the equity, where the governing documents of each entity preclude the Company from exercising a controlling influence over the management or policies of such entity. The Company does not have the right to elect or appoint more than 25% of the directors or another party has the right to elect or appoint more directors than the Company and has the right to appoint certain members of senior management. Therefore, the Company has determined that these entities are not controlled affiliates. As of June 30, 2019 , we had a 100% and 28% equity ownership interest in Golden Bear 2016-R, LLC and Solarplicity Group Limited, respectively. Equity ownership in Solarplicity Group Limited was written off as it was deemed worthless.

See notes to financial statements.

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APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)


(4)	Denotes investments in which we are an “Affiliated Person,” as defined in the 1940 Act, due to holding the power to vote or owning 5% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of March 31, 2019 and June 30, 2019 along with transactions during the three months ended June 30, 2019 in these affiliated investments are as follows:



Name of Issuer	Fair Value at March 31, 2019		Gross Additions ●		Gross Reductions ■			Net Change in Unrealized Gains (Losses)			Fair Value at June 30, 2019		Net Realized Gains (Losses)			Interest/Dividend/Other Income
AIC SPV Holdings II, LLC, Preferred Stock	$	440	$	—	$	—		$	199		$	639	$	—		$	22
AMP Solar Group, Inc., Class A Common Unit	6,236		—		—			249			6,485		—			—
Golden Bear 2016-R, LLC, Membership Interests	12,936		1		—			24			12,961		—			297
Pelican Energy, LLC, Membership Interests	5,320		—		(867		)	(38		)	4,415		—			—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series B Preferred Stock	14,573		—		—			271			14,844		—			—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series D Preferred Stock	5,890		—		—			65			5,955		—			—
Renew JV LLC, Membership Interests	2,296		223		(192		)	369			2,696		(2		)	—
SquareTwo (CA Holdings, Collect America, Ltd.)	—		—		—			—			—		1,091			—
Solarplicity Group Limited, First Lien Term Loan	1,990		—		—			(229		)	1,761		—			—
	$	49,681	$	224	$	(1,059	)	$	910		$	49,756	$	1,089		$	319

____________________

● Gross additions includes increases in the basis of investments resulting from new portfolio investments, payment-in-kind interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

■ Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)

(5)

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Fair value as of March 31, 2019 and June 30, 2019 along with transactions during the three months ended June 30, 2019 in these controlled investments are as follows:



Name of Issuer	Fair Value at March 31, 2019		Gross Additions ●		Gross Reductions ■			Net Change in Unrealized Gains (Losses)			Fair Value at June 30, 2019		Net Realized Gains (Losses)		Interest/Dividend/Other Income
Dynamic Product Tankers, LLC, First Lien Term Loan	$	42,000	$	10	$	—		$	(10	)	$	42,000	$	—	$	1,050
Dynamic Product Tankers, LLC, Letters of Credit	—		—		—			—			—		—		16
Dynamic Product Tankers, LLC, Class A Units	36,879		—		—			(194		)	36,685		—		—
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), First Lien Term Loan	9,000		—		(2,000		)	—			7,000		—		160
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Second Lien Term Loan	33,705		851		—			(2		)	34,554		—		878
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Common Stock	3,346		—		—			(2,665		)	681		—		—
Merx Aviation Finance, LLC, Letter of Credit	—		—		—			—			—		—		—
Merx Aviation Finance, LLC, Revolver	371,200		5,500		(51,500		)	—			325,200		—		10,301
Merx Aviation Finance, LLC, Membership Interests	54,281		—		—			1,434			55,715		—		—
MSEA Tankers LLC, Class A Units	73,369		—		—			(510		)	72,859		—		—
SHD Oil & Gas, LLC, Tranche A Note	46,821		—		—			—			46,821		—		464
SHD Oil & Gas, LLC, Tranche B Note	39,432		—		—			(7,749		)	31,683		—		—
SHD Oil & Gas, LLC, Tranche C Note	21,012		—		—			—			21,012		—		619
SHD Oil & Gas, LLC, Unfunded Tranche C Note	—		—		—			—			—		—		—
SHD Oil & Gas, LLC, Series A Units	—		—		—			—			—		—		—
	$	731,045	$	6,361	$	(53,500	)	$	(9,696	)	$	674,210	$	—	$	13,488

____________________


	As of June 30, 2019 , the Company had a 85%, 47%, 100%, 98% and 38% equity ownership interest in Dynamic Product Tankers, LLC; Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.); Merx Aviation Finance, LLC; MSEA Tankers, LLC; and SHD Oil & Gas, LLC ( f/k/a Spotted Hawk Development LLC), respectively.


(6)	Aggregate gross unrealized gain and loss for federal income tax purposes is $130,316 and $203,651, respectively. Net unrealized loss is $73,337 based on a tax cost of $2,722,858.


(7)	Substantially all securities are pledged as collateral to our multi-currency revolving credit facility (the “Senior Secured Facility” as defined in Note 8 to the financial statements). As such, these securities are not available as collateral to our general creditors.


(8)	The negative fair value is the result of the commitment being valued below par.


(9)	These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so. See Note 3 to the financial statements for discussion of the exemptive order from the SEC.


(10)	Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 2 to the financial statements for more information regarding ASC 820, Fair Value Measurements (“ASC 820”).


(11)	These securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.

See notes to financial statements.

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APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)


(12)	Par amount is denominated in USD unless otherwise noted, Euro (“€”), British Pound (“£”), Canadian Dollar (“C$”), Australian Dollar (“A$”).


(13)	Non-income producing security.


(14)	Non-accrual status (See Note 2 to the financial statements).


(15)	The underlying investments of AIC SPV Holdings II, LLC is a securitization in which the Company owns preferred shares representing 14.25% economic interest.

(16)

AIC Spotted Hawk Holdings, LLC, AIC SHD Holdings, LLC and AIC Pelican Holdings, LLC are consolidated wholly-owned special purpose vehicles which only hold equity investments of the underlying portfolio companies and have no other significant assets or liabilities. AIC Spotted Hawk Holdings, LLC and AIC SHD Holdings, LLC hold equity investments in SHD Oil & Gas, LLC. AIC Pelican Holdings, LLC holds an equity investment in Pelican Energy, LLC.

(17)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of June 30, 2019 , non-qualifying assets represented approximately 16.33% of the total assets of the Company.


(18)	In addition to the interest earned based on the stated rate of this loan, the Company may be entitled to receive additional interest as a result of its arrangement with other lenders in a syndication.


(19)	This investment represents a leveraged subordinated interest in a trust that holds one foreign currency denominated bond and a derivative instrument.

(20)

Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offered Rate (“EURIBOR”), the federal funds rate or the prime rate. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates (1M L, 2M L, 3M L or 6M L, respectively), and EURIBOR loans are typically indexed to 90-day EURIBOR rates (3M E), at the borrower’s option. LIBOR and EURIBOR loans may be subject to interest floors. As of June 30, 2019 , rates for 1M L, 2M L, 3M L, 6M L, 1M E, 3M E, 1M BBSW, 3M BBSW, 3M GBP L, 1M E L and Prime are 2.40%, 2.33%, 2.32%, 2.20%, (0.39%), (0.35%), 1.27%, 1.25%, 0.77%, (0.42%) and 5.50%, respectively.


(21)	The rates associated with these undrawn committed revolvers and delayed draw term loans represent rates for commitment and unused fees.


(22)	This security is included in the Cash and Cash Equivalents on the Statements of Assets and Liabilities.

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)

(23)

As of June 30, 2019 , the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 10 to the financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.



Portfolio Company	Total Commitment		Drawn Commitment		Letters of Credit		Undrawn Commitment
Aero Operating LLC	$	4,812	$	—	$	1,039	$	3,773
Alera Group Intermediate Holdings	8,000		—		—		8,000
Altasciences US Acquisition, Inc.	3,357		962		—		2,395
Amerivet Partners Management, Inc.	10,968		—		—		10,968
AMI US Holdings Inc.	2,907		581		—		2,326
Analogic Corporation	2,609		—		—		2,609
AQ Sunshine, Inc.	5,882		588		—		5,294
Arlington Industries Group Limited*	5,103		2,044		—		3,059
AVAD	16,666		14,918		—		1,748
AVG Intermediate Holdings LLC	4,507		—		—		4,507
BIG Buyer, LLC	1,805		361		—		1,444
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)	1,911		—		—		1,911
Cerus Corporation	9,500		188		—		9,312
Claritas, LLC	1,031		129		—		902
Compu-Link Corporation	2,273		—		—		2,273
Continuum Global Solutions, LLC	10,770		941		—		9,829
Dynamic Product Tankers, LLC	6,050		—		6,050		—
Eagle Foods Family Group, LLC	3,750		917		—		2,833
Education Personnel*	7,487		1,872		—		5,615
Erickson Inc	45,000		30,313		6,436		8,251
Exeter Property Group, LLC	192		—		—		192
First Heritage Credit, LLC	13,500		804		—		12,696
FiscalNote, Inc.	6,375		2,569		—		3,806
Flock SPV I, LLC	10,667		—		—		10,667
Florida Food Products, LLC	1,713		1,473		—		240
FPG Services, LLC	7,368		—		—		7,368
GB001, Inc.	24,000		—		—		24,000
Genesis Healthcare, Inc.	64,522		29,922		—		34,600
Gutter Buyer, Inc.	6,136		—		—		6,136
IMA Group Management Company, LLC	289		—		—		289
Ivy Finco Limited*	11,027		—		—		11,027
Jacent Strategic Merchandising	3,500		467		—		3,033
Kauffman Intermediate, LLC	2,564		777		—		1,787
KDC US Holdings	6,020		1,445		104		4,471
LabVantage Solutions Limited*	3,912		—		—		3,912
Lion Cashmere Midco Limited*	4,050		256		—		3,794
Magnate Holding Corp.	3,330		1,358		—		1,972
Maxor National Pharmacy Services, LLC	1,558		—		—		1,558
McLarens Global Ltd.*	8,474		—		—		8,474
Merx Aviation Finance, LLC	177		—		177		—
Nemo (BC) Bidco Pty Ltd*	163		—		—		163
New Amsterdam Software BidCo LLC	2,250		—		—		2,250
Newscycle Solutions, Inc.	500		320		—		180
Omnitracs, LLC	3,750		—		—		3,750

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Portfolio Company	Total Commitment		Drawn Commitment		Letters of Credit		Undrawn Commitment
Orchard Therapeutics plc	16,667		—		—		16,667
Paper Source, Inc.	3,082		1,274		—		1,808
PHS Buyer, Inc.	2,000		—		—		2,000
Project Comfort Buyer, Inc.	5,769		—		—		5,769
ProPharma Group Intermediate, LLC*	1,032		688		—		344
Protein For Pets Opco, LLC	2,219		178		—		2,041
PSI Services, LLC*	457		278		—		179
Purchasing Power, LLC	5,045		—		—		5,045
RA Outdoors, LLC	1,200		—		24		1,176
Reddy Ice Corporation	4,257		2,050		575		1,632
RiteDose Holdings I, Inc.	2,000		—		—		2,000
Royton Bidco Limited*	5,615		—		—		5,615
SESAC Holdco II LLC	587		—		—		587
SHD Oil & Gas, LLC	1,600		—		—		1,600
Simplifi Holdings, Inc.	2,400		—		—		2,400
Sirsi Corporation	428		171		—		257
Sonar Entertainment, Inc.	22,831		7,227		—		15,604
Teladoc, Inc.	1,666		—		360		1,306
Ten-X, LLC	4,680		—		—		4,680
TGG TS Acquisition Company	1,750		290		—		1,460
The Emmes Company, LLC	2,449		—		—		2,449
THLP CO. LLC	10,112		—		—		10,112
Tibco Software Inc.	6,000		—		—		6,000
Tidewater Consumer Receivables, LLC	2,333		791		—		1,542
TNT Crust LLC	3,252		—		—		3,252
TricorBraun Holdings, Inc.	5,626		1,418		—		4,208
U.S. Auto Finance, Inc.	31,000		8,652		—		22,348
USLS Acquisition, Inc.	4,556		536		86		3,934
Vertafore, Inc.	15,000		—		424		14,576
Westfall Technik, Inc.	15,794		1,077		—		14,717
Wright Medical Group, Inc.	70,000		7,666		—		62,334
Total Commitments	$	591,832	$	125,501	$	15,275	$	451,056

____________________

* These investments are in a foreign currency and the total commitment has been converted to USD using the June 30, 2019 exchange rate.

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)


(24)	As of June 30, 2019 , Dynamic Product Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-3 units which are identical except that Class A-1 unit is voting and Class A-3 unit is non-voting. The units entitle the Company to appoint three out of five managers to the board of managers.


(25)	As of June 30, 2019 , MSEA Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-2 units which are identical except that Class A-1 unit is voting and Class A-2 unit is non-voting. The units entitle the Company to appoint two out of three managers to the board of managers.


(26)	The Company holds three classes of warrants in Sprint Industrial Holdings, LLC. The Company holds 5,595 warrants of Class G, 507 warrants of Class H, and 1,239 warrants of Class I.


(27)	The unused line fees of 0.50% and 0.25% are collected for the Unfunded Delayed Draw and Unfunded Revolver, respectively from both Altasciences US Acquisition, Inc. and Altasciences/9360-1367 Quebec Inc. as each borrower has access to the respective lending facilities.


(28)	The Company holds some warrants for this investment as part of the restructuring of the underlying portfolio company. The warrants have no cost and no fair value as of June 30, 2019 .

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)


(29)	The following shows the composition of the Company’s portfolio at cost by control designation, investment type and industry as of June 30, 2019 :



Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Structured Products and Other		Preferred Equity		Common Equity/Interests		Warrants		Total
Non-Controlled/Non-Affiliated Investments
Advertising, Printing & Publishing	$	24,270	$	5,497	$	—	$	—	$	—	$	—	$	—	$	29,767
Aerospace & Defense	29,995		47,221		—		—		—		—		—		77,216
Automotive	23,870		23,444		—		—		—		1,714		—		49,028
Beverage, Food & Tobacco	87,515		—		—		—		—		1,199		—		88,714
Business Services	149,400		204,763		—		—		62		1,132		—		355,357
Chemicals, Plastics & Rubber	77,275		14,475		—		—		—		9,000		—		100,750
Construction & Building	23,186		—		—		—		—		500		—		23,686
Consumer Goods – Durable	38,018		21,661		—		—		462		—		—		60,141
Consumer Goods – Non-durable	88,606		20,071		—		—		—		—		—		108,677
Consumer Services	73,106		24,761		—		—		—		—		—		97,867
Containers, Packaging & Glass	1,173		22,141		—		—		—		—		—		23,314
Diversified Investment Vehicles, Banking, Finance, Real Estate	83,391		4,937		—		—		—		—		—		88,328
Energy – Electricity	7,637		—		—		—		5,861		4		—		13,502
Food & Grocery	19,356		—		—		—		—		—		—		19,356
Healthcare & Pharmaceuticals	318,399		80,294		—		—		333		306		135		399,467
High Tech Industries	222,312		12,109		—		—		1,500		—		48		235,969
Hotel, Gaming, Leisure, Restaurants	2,500		—		—		—		—		—		—		2,500
Insurance	25,096		—		—		—		—		—		—		25,096
Manufacturing, Capital Equipment	41,705		7,930		—		—		—		250		—		49,885
Media – Diversified & Production	15,723		3,218		—		—		—		—		—		18,941
Metals & Mining	1,134		—		—		—		—		—		—		1,134
Telecommunications	9,936		12,776		—		—		—		—		—		22,712
Transportation – Cargo, Distribution	—		9,299		—		—		—		—		—		9,299
Utilities – Electric	—		—		—		26,602		—		—		—		26,602
Total Non-Controlled/ Non-Affiliated Investments	$	1,363,603	$	514,597	$	—	$	26,602	$	8,218	$	14,105	$	183	$	1,927,308
Non-Controlled/Affiliated Investments
Diversified Investment Vehicles, Banking, Finance, Real Estate	$	—	$	—	$	—	$	16,647	$	—	$	—	$	—	$	16,647
Energy – Electricity	5,811		—		—		—		14,445		11,827		—		32,083
Energy – Oil & Gas	—		—		—		—		—		17,508		—		17,508
Total Non-Controlled/Affiliated Investments	$	5,811	$	—	$	—	$	16,647	$	14,445	$	29,335	$	—	$	66,238
Controlled Investments
Aviation and Consumer Transport	$	325,200	$	—	$	—	$	—	$	—	$	15,000	$	—	$	340,200
Energy – Oil & Gas	117,238		34,554		—		—		—		31,489		—		183,281
Transportation – Cargo, Distribution	41,840		—		—		—		—		124,256		—		166,096
Total Controlled Investments	$	484,278	$	34,554	$	—	$	—	$	—	$	170,745	$	—	$	689,577
Total	$	1,853,692	$	549,151	$	—	$	43,249	$	22,663	$	214,185	$	183	$	2,683,123

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)


(30)	The following shows the composition of the Company’s portfolio at fair value by control designation, investment type and industry as of June 30, 2019 :



Industry	First Lien - Secured Debt			Second Lien - Secured Debt			Unsecured Debt			Structured Products and Other			Preferred Equity			Common Equity/Interests			Warrants			Total			% of Net Assets
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing	$	24,420		$	5,501		$	—		$	—		$	—		$	—		$	—		$	29,921		2.3	%
Aerospace & Defense	29,525			47,395			—			—			—			—			—			76,920			6.0	%
Automotive	17,040			23,289			—			—			—			—			—			40,329			3.1	%
Beverage, Food & Tobacco	87,554						—			—			—			1,490			—			89,044			6.9	%
Business Services	149,938			202,352			—			—			62			1,184			—			353,536			27.4	%
Chemicals, Plastics & Rubber	70,832			15,304			—			—			—			—			—			86,136			6.7	%
Construction & Building	23,159						—			—			—			551			—			23,710			1.8	%
Consumer Goods – Durable	36,022			21,590			—			—			508			477			—			58,597			4.5	%
Consumer Goods – Non-durable	89,371			19,997			—			—			—			—			—			109,368			8.5	%
Consumer Services	72,834			24,729			—			—			—			—			—			97,563			7.6	%
Containers, Packaging & Glass	1,419			22,289			—			—			—			—			—			23,708			1.8	%
Diversified Investment Vehicles, Banking, Finance, Real Estate	83,438			4,944			—			—			—			—			—			88,382			6.9	%
Energy – Electricity	6,983			—			—			—			4,757			81			—			11,821			0.9	%
Food & Grocery	18,471			—			—			—			—			—			—			18,471			1.4	%
Healthcare & Pharmaceuticals	317,398			78,157			—			—			333			306			89			396,283			30.7	%
High Tech Industries	219,756			12,119			—			—			1,500			—			—			233,375			18.1	%
Hotel, Gaming, Leisure, Restaurants	2,500			—			—			—			—			—			—			2,500			0.2	%
Insurance	24,943			—			—			—			—			—			—			24,943			1.9	%
Manufacturing, Capital Equipment	41,866			7,900			—			—			—			250			—			50,016			3.9	%
Media – Diversified & Production	15,590			3,209			—			—			—			—			—			18,799			1.5	%
Metals & Mining	530						—			—			—			—			—			530			0%
Telecommunications	8,888			11,848			—			—			—			—			—			20,736			1.6	%
Transportation – Cargo, Distribution	—			9,094			—			—			—			—			—			9,094			0.7	%
Utilities – Electric	—			—			—			32,564			—			—			—			32,564			2.5	%
Total Non-Controlled / Non-Affiliated Investments	$	1,342,477		$	509,717		$	—		$	32,564		$	7,160		$	4,339		$	89		$	1,896,346		146.9	%
% of Net Assets	104.0		%	39.5		%	—		%	2.5		%	0.6		%	0.3		%	0.0%			146.9		%
Non-Controlled / Affiliated Investments
Diversified Investment Vehicles, Banking, Finance, Real Estate	$	—		$	—		$	—		$	12,961		$	—		$	—		$	—		$	12,961		1.0	%
Energy – Electricity	1,761			—			—			—			21,438			9,181			—			32,380			2.5	%
Energy – Oil & Gas	—			—			—			—			—			4,415			—			4,415			0.4	%
Total Non-Controlled / Affiliated Investments	$	1,761		$	—		$	—		$	12,961		$	21,438		$	13,596		$	—		$	49,756		3.9	%
% of Net Assets	0.1		%	—		%	—		%	1.0		%	1.7		%	1.1		%	—		%	3.9		%
Controlled Investments
Aviation and Consumer Transport	$	325,200		$	—		$	—		$	—		$	—		$	55,715		$	—		$	380,915		29.6	%
Energy – Oil & Gas	106,516			34,554			—			—			—			681			—			141,751			11.0	%
Transportation – Cargo, Distribution	42,000			—			—			—			—			109,544			—			151,544			11.7	%
Total Controlled Investments	$	473,716		$	34,554		$	—		$	—		$	—		$	165,940		$	—		$	674,210		52.3	%
% of Net Assets	36.7		%	2.7		%	—		%	—		%	—		%	12.9		%	—		%	52.3		%
Total	$	1,817,954		$	544,271		$	—		$	45,525		$	28,598		$	183,875		$	89		$	2,620,312		203.1	%
% of Net Assets	140.8		%	42.2		%	—		%	3.5		%	2.3		%	14.3		%	0.0%			203.1		%

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2019

(In thousands, except share data)



Industry Classification	Percentage of Total Investments (at Fair Value) as of June 30, 2019
Healthcare & Pharmaceuticals	15.1%
Aviation and Consumer Transport	14.5%
Business Services	13.5%
High Tech Industries	8.9%
Transportation – Cargo, Distribution	6.1%
Energy – Oil & Gas	5.6%
Consumer Goods – Non-durable	4.2%
Diversified Investment Vehicles, Banking, Finance, Real Estate	3.9%
Consumer Services	3.7%
Beverage, Food & Tobacco	3.4%
Chemicals, Plastics & Rubber	3.3%
Aerospace & Defense	2.9%
Consumer Goods – Durable	2.2%
Manufacturing, Capital Equipment	1.9%
Energy – Electricity	1.7%
Automotive	1.5%
Utilities – Electric	1.3%
Advertising, Printing & Publishing	1.2%
Insurance	1.0%
Construction & Building	0.9%
Containers, Packaging & Glass	0.9%
Telecommunications	0.8%
Media – Diversified & Production	0.7%
Food & Grocery	0.7%
Hotel, Gaming, Leisure, Restaurants	0.1%
Metals & Mining	0.0%
Total Investments	100.0%

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Advertising, Printing & Publishing
A-L Parent LLC	Second Lien Secured Debt	9.75% (1M L+725, 1.00% Floor)	12/02/24	$	5,536	$	5,496		$	5,522		(10)
Simplifi Holdings, Inc.	First Lien Secured Debt	8.00% (1M L+550, 1.00% Floor)	09/28/22	25,363		24,948			25,110			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/28/22	2,400		(50		)	(24		)	(8)(9)(21)(23)
						24,898			25,086
Total Advertising, Printing & Publishing						$	30,394		$	30,608
Aerospace & Defense
Erickson Inc	First Lien Secured Debt - Revolver	10.09% (3M L+750, 1.00% Floor)	04/28/22	$	27,169	$	27,169		$	26,558		(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	04/28/22	11,381		(346		)	(256		)	(8)(9)(21)(23)
	First Lien Secured Debt - Letters of Credit	7.50%	04/21/19	6,449		—			(144		)	(8)(9)(23)
						26,823			26,158
ILC Dover LP	Second Lien Secured Debt	11.38% (6M L+850, 1.00% Floor)	06/28/24	20,000		19,635			19,550
PAE Holding Corporation	Second Lien Secured Debt	12.00% (1M L+950, 1.00% Floor)	10/20/23	28,097		27,540			27,816			(10)
Total Aerospace & Defense						$	73,998		$	73,524
Automotive
Accelerate Parent Corp.	Common Equity/Interests - Common Stock	N/A	N/A	1,076 Shares		$	1,714		$	—		(13)(28)
Crowne Automotive
Vari-Form Group, LLC	First Lien Secured Debt	13.60% (3M L+11.00% (7.00% Cash plus 4.00% PIK), 1.00% Floor)	02/02/23	$	6,196	5,766			960			(9)(13)(14)
Vari-Form Inc.	First Lien Secured Debt	13.60% (3M L+11.00% (7.00% Cash plus 4.00% PIK), 1.00% Floor)	02/02/23	2,110		2,604			327			(9)(13)(14)
						8,370			1,287
K&N Parent, Inc.	Second Lien Secured Debt	11.25% (1M L+875, 1.00% Floor)	10/21/24	23,764		23,428			22,991			(10)
Total Automotive						$	33,512		$	24,278
Aviation and Consumer Transport
Merx Aviation Finance, LLC (5)	First Lien Secured Debt - Revolver	12.00%	10/31/23	$	371,200	$	371,200		$	371,200		(23)
	First Lien Secured Debt - Letter of Credit	2.25%	07/13/19	177		—			—			(23)
	Common Equity/Interests - Membership Interests	N/A	N/A	N/A		15,000			54,281
Total Aviation and Consumer Transport						$	386,200		$	425,481
Beverage, Food & Tobacco
Eagle Foods Family Group, LLC	First Lien Secured Debt	9.24% (3M L+650, 1.00% Floor)	06/14/24	$	24,813	$	24,571		$	24,440		(9)
	First Lien Secured Debt - Unfunded Revolver	0.00% Unfunded	06/14/23	3,750		(35		)	(56		)	(8)(9)(21)(23)
						24,536			24,384
Florida Food Products
Florida Food Products, Inc.	First Lien Secured Debt	9.25% (1M L+675, 1.00% Floor)	09/08/25	23,171		22,639			22,940			(9)
Florida Food Products, LLC	First Lien Secured Debt - Revolver	9.25% (1M L+675, 1.00% Floor)	09/06/23	1,336		1,336			1,322			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/06/23	377		(38		)	(4		)	(8)(9)(21)(23)
						23,937			24,258

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
TNT Crust LLC	First Lien Secured Debt	8.75% (1M L+625, 1.00% Floor)	11/06/23	9,083		8,916			8,992			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/06/23	1,626		(30		)	(16		)	(8)(9)(21)(23)
	Common Equity/Interests - Series A Units	N/A	N/A	244 Shares		244			323			(9)(13)
						9,130			9,299
Total Beverage, Food & Tobacco						$	57,603		$	57,941
Business Services
Access CIG, LLC	Second Lien Secured Debt	10.25% (1M L+775)	02/27/26	$	15,900	$	15,771		$	15,741		(10)
Aero Operating LLC	First Lien Secured Debt	9.75% (1M L+725, 1.00% Floor)	12/29/22	37,040		36,325			36,669			(9)
	First Lien Secured Debt - Revolver	9.75% (1M L+725)	12/29/22	2,663		2,663			2,636			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	1.00% Unfunded	12/29/22	2,032		(90		)	(20		)	(8)(9)(21)(23)
	First Lien Secured Debt - Letter of Credit	7.25%	05/04/19	118		—			(1		)	(8)(9)(23)
						38,898			39,284
Ambrosia Buyer Corp.	Second Lien Secured Debt	10.50% (1M L+ 800, 1.00% Floor)	08/28/25	21,429		20,999			20,975
Aptean, Inc.	Second Lien Secured Debt	12.11% (3M L+950, 1.00% Floor)	12/20/23	11,148		11,064			11,148			(10)
Claritas, LLC	First Lien Secured Debt	8.50% (1M L+600, 1.00% Floor)	12/21/23	3,944		3,905			3,905			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/21/23	1,031		(10		)	(10		)	(8)(9)(21)(23)
						3,895			3,895
Continuum Global Solutions, LLC	First Lien Secured Debt - Revolver	8.00% (1M L+550, 1.00% Floor)	02/15/22	6,219		6,219			6,095			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	02/15/22	4,550		(207		)	(91		)	(8)(9)(21)(23)
	Preferred Equity - Preferred Stock	N/A	N/A	620 Shares		62			62			(9)(13)
						6,074			6,066
CT Technologies Intermediate Holdings, Inc	First Lien Secured Debt	6.75% (1M L+425, 1.00% Floor)	12/01/21	4,460		3,853			3,897			(9)(10)
	Second Lien Secured Debt	11.50% (1M L+900, 1.00% Floor)	12/01/22	31,253		30,636			29,378			(9)
						34,489			33,275
Education Personnel	First Lien Secured Debt	5.60% (3M GBP L+475, 0.50% Floor)	08/31/24	£	4,118	5,219			5,315			(9)(17)
	First Lien Secured Debt - Revolver	5.60% (3M GBP L+475, 0.50% Floor)	08/31/24	£	1,471	1,864			1,898			(9)(17)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.66% Unfunded	08/31/24	£	4,412	—			—			(9)(17)(21)(23)
						7,083			7,213
Electro Rent Corporation	Second Lien Secured Debt	11.60% (3M L+900, 1.00% Floor)	01/31/25	34,235		33,427			33,551			(9)
McLarens Global Ltd.
Margaux Acquisition Inc.	First Lien Secured Debt	8.18% (3M L+600, 1.00% Floor)	12/19/24	17,614		17,279			17,262			(9)
	First Lien Secured Debt	8.60% (3M L+600, 1.00% Floor)	12/19/24	1,373		1,373			1,345			(9)
	First Lien Secured Debt - Revolver	8.60% (3M L+600)	12/19/24	172		172			168			(9)(23)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)		Fair Value (1) (30)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/19/24	1,430		(31	)	(29	)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	12/19/24	4,461		(111	)	(89	)	(8)(9)(21)(23)
Margaux UK Finance Limited	First Lien Secured Debt	8.59% (3M L+600, 1.00% Floor)	12/19/24	£	5,955	7,381		7,605		(9)(17)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/19/24	£	541	(13	)	(14	)	(8)(9)(17)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	12/19/24	£	1,353	(33	)	(35	)	(8)(9)(17)(21)(23)
						26,017		26,213
Ministry Brands, LLC	Second Lien Secured Debt	11.88% (1M L+925, 1.00% Floor)	06/02/23	10,000		9,902		10,050
Newscycle Solutions, Inc.	First Lien Secured Debt	9.50% (1M L+700, 1.00% Floor)	12/29/22	16,646		16,334		16,479		(9)
	First Lien Secured Debt - Revolver	9.50% (1M L+700, 1.00% Floor)	12/29/22	160		160		158		(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/29/22	340		(9	)	(3	)	(8)(9)(21)(23)
						16,485		16,634
PSI Services, LLC	First Lien Secured Debt	7.50% (1M L+500, 1.00% Floor)	01/20/23	4,575		4,502		4,552		(9)
	First Lien Secured Debt - Revolver	7.48% (1M L+500, 1.00% Floor)	01/20/22	119		119		119		(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	01/20/22	278		(6	)	(1	)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	01/20/22	£	47	—		—		(8)(9)(21)(23)
	Second Lien Secured Debt	11.50% (1M L+900, 1.00% Floor)	01/20/24	37,893		37,117		37,925		(9)
						41,732		42,595
RA Outdoors, LLC	First Lien Secured Debt	7.25% (1M L+475, 1.00% Floor)	09/11/24	7,138		7,027		6,995		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/09/22	1,176		(17	)	(24	)	(8)(9)(21)(23)
	First Lien Secured Debt - Letter of Credit	4.75%	08/28/19	24		—		—		(8)(9)(23)
	Second Lien Secured Debt	11.25% (1M L+875, 1.00% Floor)	09/11/25	34,200		33,510		33,345		(9)
						40,520		40,316
STG-Fairway Acquisitions, Inc.	Second Lien Secured Debt	11.75% (1M L+925, 1.00% Floor)	06/30/23	15,000		14,800		14,325		(10)
TGG TS Acquisition Company	First Lien Secured Debt - Revolver	8.99% (1M L+650)	12/14/23	690		690		673		(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/14/23	1,060		—		(27	)	(8)(21)(23)
						690		646
Transplace Holdings, Inc.	Second Lien Secured Debt	11.23% (1M L+875, 1.00% Floor)	10/06/25	8,599		8,422		8,448		(10)
U.S. Legal Support
USLS Acquisition, Inc.	First Lien Secured Debt	8.38% (3M L+575, 1.00% Floor)	12/02/24	20,049		19,670		19,658		(9)
	First Lien Secured Debt	8.35% (3M L+575, 1.00% Floor)	12/02/24	1,099		1,088		1,077		(9)
	First Lien Secured Debt - Revolver	8.38% (3M L+575)	12/02/24	536		536		526		(9)(23)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/02/24	986		(30		)	(19		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	12/02/24	3,591		(44		)	(70		)	(8)(9)(21)(23)
	First Lien Secured Debt - Letter of Credit	5.75%	12/02/24	86		—			(1		)	(8)(9)(23)
US Legal Support Investment Holdings, LLC	Common Equity/Interests - Series A-1 Units	N/A	N/A	602,978 Shares		603			696			(9)(13)
						21,823			21,867
Vertafore, Inc.	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/30/23	14,576		(1,467		)	(1,531		)	(8)(21)(23)
	First Lien Secured Debt - Letter of Credit	3.25%	01/17/20	424		—			(45		)	(8)(23)
						(1,467		)	(1,576		)
Total Business Services						$	350,624		$	350,666
Chemicals, Plastics & Rubber
Carbon Free Chemicals
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)	First Lien Secured Debt	5.215% PIK	12/31/21	$	50,305	$	50,305		$	47,806
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	12/31/21	2,911		—			—			(21)(23)
	Common Equity/Interests - Residual Interests	N/A	N/A	9,000,000 shares		9,000			—			(13)
Carbonfree Caustic SPE LLC	First Lien Secured Debt	5.00%	12/31/21	10,200		10,200			10,200
						69,505			58,006
Hare Bidco, Inc.	Second Lien Secured Debt	9.75% (3M E+875)	08/01/24	€	13,574	14,465			14,937
Westfall Technik, Inc.	First Lien Secured Debt	7.85% (3M L+525, 1.00% Floor)	09/13/24	12,318		12,158			12,071			(9)
	First Lien Secured Debt - Revolver	7.69% (3M L+500, 1.00% Floor)	09/13/24	135		135			132			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/13/24	1,885		(37		)	(38		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	09/13/24	3,140		(98		)	(63		)	(8)(9)(21)(23)
						12,158			12,102
Total Chemical, Plastics & Rubber						$	96,128		$	85,045
Construction & Building
Englert
Gutter Buyer, Inc.	First Lien Secured Debt	8.73% (1M L+625, 1.00% Floor)	03/06/25	$	23,864	$	23,274		$	23,268		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/06/24	2,727		(67		)	(68		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	03/06/25	3,409		(51		)	(85		)	(8)(9)(21)(23)
Gutter Holdings, LP	Common Equity/Interests - Common Stock	N/A	N/A	500 shares		500			478			(9)(13)
Total Construction & Building						$	23,656		$	23,593
Consumer Goods – Durable
Hayward Industries, Inc.	Second Lien Secured Debt	10.75% (1M L+825)	08/04/25	$	21,918	$	21,649		$	21,589
KDC US Holdings	First Lien Secured Debt - Revolver	5.75% (1M L+325)	12/21/23	1,204		1,204			1,099			(23)
	First Lien Secured Debt - Unfunded Revolver	0.00% Unfunded	12/21/23	4,712		—			(409		)	(8)(21)(23)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
	First Lien Secured Debt - Letters of Credit	3.25%	12/31/19- 03/08/20	104		—			(9		)	(8)(23)
						1,204			681
KLO Holdings
9357-5991 Quebec Inc.	First Lien Secured Debt	10.25% (1M L+775, 1.50% Floor)	04/07/22	8,763		8,697			8,282
KLO Acquisition LLC	First Lien Secured Debt	10.25% (1M L+775, 1.50% Floor)	04/07/22	5,073		5,035			4,795
						13,732			13,077
Project Comfort Buyer, Inc.	First Lien Secured Debt	9.81% (6M L+700, 1.00% Floor)	02/03/25	23,769		23,075			23,056			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	02/01/24	3,462		(100		)	(104		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	02/03/25	2,308		(34		)	(69		)	(8)(9)(21)(23)
	Preferred Equity - Preferred Stock	N/A	N/A	461,538 Shares		462			462			(9)(13)
						23,403			23,345
Sorenson Holdings, LLC	Common Equity/Interests - Membership Interests	N/A	N/A	587 Shares		—			470			(10)(13)
Total Consumer Goods - Durable						$	59,988		$	59,162
Consumer Goods – Non-Durable
ABG Intermediate Holdings 2, LLC	Second Lien Secured Debt	10.25% (1M L+775, 1.00% Floor)	09/29/25	$	7,371	$	7,345		$	7,298		(10)
BIG Buyer, LLC	First Lien Secured Debt	9.10% (3M L+650, 1.00% Floor)	11/20/23	29,264		28,503			28,970			(9)
	First Lien Secured Debt - Revolver	9.10% (3M L+650, 1.00% Floor)	11/20/23	271		271			268			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/20/23	1,535		(50		)	(15		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	3.25% Unfunded	11/20/23	1,368		(75		)	(14		)	(8)(9)(21)(23)
						28,649			29,209
Lion Cashmere Midco Limited	First Lien Secured Debt	8.42% (6M L+575, 1.00% Floor)	03/21/25	13,053		12,825			12,694			(9)(17)
	First Lien Secured Debt - Revolver	7.92% (6M L+525, 1.00% Floor)	03/21/24	€	225	256			246			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	1.84% Unfunded	03/21/24	€	960	(23		)	(30		)	(8)(9)(17)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	2.01% Unfunded	03/21/25	€	2,372	(47		)	(73		)	(8)(9)(17)(21)(23)
						13,011			12,837
Reddy Ice Corporation	First Lien Secured Debt	10.00% (1M L+750, 1.00% Floor)	06/30/23	31,316		30,917			31,026			(9)
	First Lien Secured Debt - Revolver	12.00% (P+650)	06/30/23	1,045		1,045			1,036			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/30/23	1,874		(37		)	(17		)	(8)(9)(21)(23)
	First Lien Secured Debt - Letter of Credit	4.50%	04/05/19	9,750		—			(90		)	(8)(9)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	06/30/23	2,681		(11		)	(25		)	(8)(9)(21)(23)
						31,914			31,930
Sequential Brands Group, Inc.	Second Lien Secured Debt	11.24% (1M L+875)	02/07/24	13,052		12,947			12,919			(17)
Total Consumer Goods - Non-Durable						$	93,866		$	94,193

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Consumer Services
1A Smart Start LLC	Second Lien Secured Debt	10.75% (1M L+825, 1.00% Floor)	08/22/22	$	25,100	$	24,734		$	24,708
Nemo (BC) Bidco Pty Ltd	First Lien Secured Debt	7.65% (1M BBSW+575, 1.00% Floor)	04/06/24	A$	6,768	4,909			4,712			(17)
	First Lien Secured Debt - Unfunded Delayed Draw	2.59% Unfunded	04/06/24	A$	232	(9		)	(2		)	(8)(17)(21)(23)
						4,900			4,710
Pinstripe Holdings, LLC	First Lien Secured Debt	8.50% (2M L+600)	01/17/25	7,000		6,864			6,895
Tidewater Consumer Receivables, LLC	First Lien Secured Debt	8.25% (1M L+575)	12/28/23	11,333		11,226			11,220			(9)(17)
	First Lien Secured Debt - Revolver	8.25% (1M L+575)	12/28/23	792		792			784			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	0.00% Unfunded	12/28/23	1,542		(11		)	(8		)	(8)(9)(17)(21)(23)
						12,007			11,996
Total Consumer Services						$	48,505		$	48,309
Containers, Packaging & Glass
Sprint Industrial Holdings, LLC	Second Lien Secured Debt	13.5% PIK	11/14/19	$	21,782	$	18,107		$	15,912		(13)(14)
	Common Equity/Interests - Warrants	N/A	N/A	7,341 Warrants		—			—			(13)(26)
						18,107			15,912
TricorBraun Holdings, Inc.	First Lien Secured Debt - Revolver	7.75% (P+225)	11/30/21	1,628		1,628			1,630			(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/30/21	3,998		(270		)	—			(21)(23)
						1,358			1,630
Total Containers, Packaging & Glass						$	19,465		$	17,542
Diversified Investment Vehicles, Banking, Finance, Real Estate
Alera Group Intermediate Holdings	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	08/01/25	$	28,000	$	(242	)	$	(252	)	(8)(21)(23)
Exeter Property Group, LLC	First Lien Secured Debt	7.00% (1M L+450)	08/28/24	4,808		4,737			4,736			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	08/28/24	192		(3		)	(3		)	(8)(9)(21)(23)
						4,734			4,733
Flock SPV I, LLC	First Lien Secured Debt	9.00% (1M L+650)	08/30/22	9,333		9,265			9,251			(9)(17)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	08/30/22	1,333		(11		)	(12		)	(8)(9)(17)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	08/30/22	9,333		(91		)	(83		)	(8)(9)(17)(21)(23)
						9,163			9,156
Golden Bear 2016-R, LLC (4)	Structured Products and Other - Membership Interests	N/A	09/20/42	—		16,645			12,936			(3)(17)
Mayfield Agency Borrower Inc.	Second Lien Secured Debt	11.00% (1M L+850)	03/02/26	5,000		4,935			4,913			(10)
Purchasing Power, LLC	First Lien Secured Debt	8.00% (1M L+550)	05/09/19	17,100		17,099			17,087			(9)
	First Lien Secured Debt - Revolver	7.99% (1M L+550)	05/09/19	3,000		2,998			2,998			(9)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	05/09/19	9,900		(14		)	(7		)	(8)(9)(21)(23)
						20,083			20,078

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Taupo River II, LLC	First Lien Secured Debt	7.84% (3M L+525, 1.00% Floor)	06/08/20	14,000		13,956			13,955			(9)(17)
Ten-X, LLC	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/29/22	4,680		(295		)	(310		)	(8)(21)(23)
Total Diversified Investment Vehicles, Banking, Finance, Real Estate						$	68,979		$	65,209
Energy – Electricity
AMP Solar Group, Inc. (4)	Common Equity/Interests - Class A Common Unit	N/A	N/A	243,646 Shares		$	10,000		$	6,236		(13)(17)
Renew Financial
AIC SPV Holdings II, LLC (4)	Preferred Equity - Preferred Stock	N/A	N/A	143 Shares		534			440			(17)(15)
Renew Financial LLC (f/k/a Renewable Funding, LLC) (4)	Preferred Equity - Series B Preferred Stock	N/A	N/A	1,505,868 Shares		8,343			14,573			(13)
	Preferred Equity - Series D Preferred Stock	N/A	N/A	436,689 Shares		5,568			5,890			(13)
Renew JV LLC (4)	Common Equity/Interests - Membership Interests	N/A	N/A	N/A		1,796			2,296			(13)(17)
						16,241			23,199
Solarplicity Group
Solarplicity Group Limited (4)	First Lien Secured Debt	N/A	11/30/22	£	4,331	5,811			1,990			(3)(17)
Solarplicity UK Holdings Limited	First Lien Secured Debt	4.00%	03/08/23	£	5,562	7,637			7,173			(17)
	Preferred Equity - Preferred Stock	N/A	N/A	4,286 Shares		5,861			4,922			(2)(13)(17)
	Common Equity/Interests - Ordinary Shares	N/A	N/A	2,825 Shares		4			223			(2)(13)(17)
						19,313			14,308
Total Energy – Electricity						$	45,554		$	43,743
Energy – Oil & Gas
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.) (5)	First Lien Secured Debt	8.00% Cash (10.00% PIK Toggle)	03/29/20	$	9,000	$	9,000		$	9,000
	Second Lien Secured Debt	10.00% PIK Toggle (8.00% Cash)	03/29/21	33,705		33,705			33,705
	Common Equity/Interests - Common Stock	N/A	N/A	5,000,000 Shares		30,078			3,346			(13)
						72,783			46,051
Pelican Energy, LLC (4)	Common Equity/Interests - Membership Interests	N/A	N/A	1,444 Shares		18,375			5,320			(13)(16)(17)
SHD Oil & Gas, LLC (5)	First Lien Secured Debt - Tranche C Note	12.00%	03/31/20	20,400		20,400			21,012
	First Lien Secured Debt - Tranche A Note	4.00%	03/31/20	45,457		45,457			46,821
	First Lien Secured Debt - Tranche B Note	3.00% PIK	03/31/20	81,956		44,380			39,432			(13)(14)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	03/31/20	1,600		—			—			(21)(23)
	Common Equity/Interests - Series A Units	N/A	N/A	7,600,000 Shares		1,411			—			(13)(16)
						111,648			107,265
Total Energy – Oil & Gas						$	202,806		$	158,636
Food & Grocery
Bumble Bee Foods
Bumble Bee Holdings, Inc.	First Lien Secured Debt	10.64% (3M L+800, 1.00% Floor)	08/15/23	$	15,351	$	15,110		$	14,890

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Connors Bros Clover Leaf Seafoods Company	First Lien Secured Debt	10.64% (3M L+800, 1.00% Floor)	08/15/23	4,349		4,281			4,219
						19,391			19,109
Grocery Outlet, Inc.	Second Lien Secured Debt	9.85% (3M L+725)	10/22/26	10,500		10,400			10,474			(10)
Total Food & Grocery						$	29,791		$	29,583
Healthcare & Pharmaceuticals
Altasciences
9360-1367 Quebec Inc.	First Lien Secured Debt	8.49% (3M L+625, 1.00% Floor)	06/09/23	C$	2,394	$	1,755		$	1,725		(9)(17)
	First Lien Secured Debt	8.88% (3M L+625, 1.00% Floor)	06/09/23	$	2,870	2,824			2,762			(9)(17)
Altasciences US Acquisition, Inc.	First Lien Secured Debt	8.88% (3M L+625, 1.00% Floor)	06/09/23	5,182		5,101			4,988			(9)
	First Lien Secured Debt	8.85% (3M L+625, 1.00% Floor)	06/09/23	922		922			887			(9)
	First Lien Secured Debt - Revolver	8.86% (3M L+625, 1.00% Floor)	06/09/23	535		535			515			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.25% Unfunded	06/09/23	891		(22		)	(33		)	(8)(9)(21)(23)(27)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	06/09/23	1,929		(25		)	(72		)	(8)(9)(21)(23)(27)
						11,090			10,772
Amerivet Partners Management, Inc.	First Lien Secured Debt	8.25% (1M L+575, 1.00% Floor)	06/05/24	14,372		14,145			14,046			(9)
	First Lien Secured Debt	10.25% (P+475)	06/05/24	1,635		1,619			1,598			(9)
	First Lien Secured Debt - Revolver	10.25% (P+475)	06/05/24	81		81			79			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/05/24	725		(17		)	(16		)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	06/05/24	10,141		(214		)	(230		)	(8)(9)(21)(23)
						15,614			15,477
Analogic Corporation	First Lien Secured Debt	8.50% (1M L+600, 1.00% Floor)	06/22/24	27,254		26,661			26,982			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	06/22/23	2,609		(55		)	(26		)	(8)(9)(21)(23)
						26,606			26,956
Aptevo Therapeutics Inc.	First Lien Secured Debt	10.10% (1M L+760, 0.50% Floor)	02/01/23	8,571		8,730			8,521			(9)
Argon Medical Devices Holdings, Inc.	Second Lien Secured Debt	10.50% (1M L+800, 1.00% Floor)	01/23/26	19,600		19,516			19,306			(10)
AVG Intermediate Holdings LLC	First Lien Secured Debt	12.50% (P+700)	02/08/24	15,000		14,672			14,651			(9)
	First Lien Secured Debt - Unfunded Delayed Draw	1.00% Unfunded	02/08/24	14,500		(317		)	(338		)	(8)(9)(21)(23)
						14,355			14,313
BioClinica Holding I, LP	Second Lien Secured Debt	11.00% (3M L+825, 1.00% Floor)	10/21/24	24,612		24,251			22,151			(10)
Cerus Corporation	First Lien Secured Debt	7.95% (1M L+545, 1.80% Floor)	03/01/24	12,000		11,940			11,940			(9)(17)
	First Lien Secured Debt - Unfunded Revolver	0.00% Unfunded	03/01/24	500		(1		)	(4		)	(8)(9)(17)(21)(23)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)		Fair Value (1) (30)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	03/01/24	9,000		(44	)	(46	)	(8)(9)(17)(21)(23)
						11,895		11,890
Emmes Corporation
Emmes Blocker, Inc.	Common Equity/Interests - Common Stock	N/A	N/A	306 Shares		306		306		(9)(13)
The Emmes Company, LLC	First Lien Secured Debt	8.00% (1M L+550, 1.00% Floor)	03/03/25	12,245		12,064		11,939		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/03/25	2,449		(36	)	(61	)	(8)(9)(21)(23)
						12,334		12,184
Genesis Healthcare, Inc.	First Lien Secured Debt	8.59% (3M L+600, 0.50% Floor)	03/06/23	25,000		24,705		24,713		(9)
	First Lien Secured Debt	13.59% (3M L+1100, 1.00% Floor)	03/06/23	9,130		8,987		9,026		(9)
	First Lien Secured Debt - Revolver	8.59% (3M L+600, 0.50% Floor)	03/06/23	11,077		11,077		10,953		(9)(23)
	First Lien Secured Debt - Revolver	5.84% (3M L+325, 0.50% Floor)	03/06/23	9,030		9,030		8,928		(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/06/23	36,097		(556	)	(404	)	(8)(9)(21)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	02/02/20	4,666		(161	)	(52	)	(8)(9)(21)(23)
						53,082		53,164
Lanai Holdings III, Inc.	Second Lien Secured Debt	11.24% (3M L+850, 1.00% Floor)	08/28/23	17,391		17,064		15,652		(10)
LSCS Holdings, Inc	Second Lien Secured Debt	10.83% (2M L+825)	03/16/26	19,818		19,415		19,718
Maxor National Pharmacy Services, LLC	First Lien Secured Debt	8.60% (3M L+600, 1.00% Floor)	11/22/23	24,732		24,257		24,278		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/22/22	1,558		(28	)	(28	)	(8)(9)(21)(23)
						24,229		24,250
Partner Therapeutics, Inc	First Lien Secured Debt	9.15% (1M L+665, 1.00% Floor)	01/01/23	10,000		9,859		9,785		(9)
	Preferred Equity - Preferred Stock	N/A	N/A	55,556 Shares		333		333		(9)
	Common Equity/Interests - Warrants	N/A	N/A	33,333 Warrants		135		93		(9)(13)
						10,327		10,211
PHS Buyer, Inc.	First Lien Secured Debt	7.99% (3M L+525, 1.00% Floor)	01/31/25	13,000		12,716		12,708		(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	01/31/25	2,000		(44	)	(45	)	(8)(9)(21)(23)
						12,672		12,663
ProPharma Group Intermediate, LLC	First Lien Secured Debt	8.50% (1M L+600, 0.50% Floor)	07/12/23	11,062		10,957		10,951
	First Lien Secured Debt	8.50% (1M L+600, 0.50% Floor)	01/13/20	412		410		408
	First Lien Secured Debt	8.50% (1M L+600, 0.50% Floor)	07/12/23	€	6,422	7,253		7,138
	First Lien Secured Debt	8.50% (1M L+600, 0.50% Floor)	07/12/23	£	1,878	2,439		2,423
	First Lien Secured Debt	8.50% (1M L+600, 0.50% Floor)	01/13/20	£	2,389	3,111		3,082
	First Lien Secured Debt - Revolver	8.48% (1M L+600, 0.50% Floor)	07/12/23	757		757		750		(23)

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	07/12/23	275		(10		)	(3		)	(8)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.50% Unfunded	01/13/20	1		(1		)	(4		)	(8)(21)(23)
						24,916			24,745
PTC Therapeutics, Inc	First Lien Secured Debt	8.65% (1M L+615, 1.00% Floor)	05/01/21	12,666		12,633			12,792			(9)(17)
RiteDose Holdings I, Inc.	First Lien Secured Debt	9.09% (3M L+650, 1.00% Floor)	09/13/23	14,813		14,454			14,377			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	09/13/22	2,000		(45		)	(51		)	(8)(9)(21)(23)
						14,409			14,326
Teladoc, Inc.	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	07/14/20	1,306		(29		)	—			(17)(21)(23)
	First Lien Secured Debt - Letters of Credit	7.25%	04/12/19- 05/15/20	360		—			—			(17)(23)
						(29		)	—
TherapeuticsMD, Inc.	First Lien Secured Debt	10.25% (1M L+775, 1.50% Floor)	05/01/23	22,500		22,459			22,275			(9)(17)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	05/01/23	37,500		(313		)	(375		)	(8)(9)(17)(21)(23)
						22,146			21,900
Wright Medical Group, Inc.	First Lien Secured Debt	10.35% (1M L+785, 1.00% Floor)	12/23/21	6,666		6,565			6,666			(9)(17)
	First Lien Secured Debt - Revolver	6.75% (1M L+425, 0.75% Floor)	12/23/21	7,666		7,666			7,590			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/23/21	50,667		(354		)	(507		)	(8)(9)(17)(21)(23)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	12/23/21	11,667		(100		)	—			(9)(17)(21)(23)
						13,777			13,749
Total Healthcare & Pharmaceuticals						$	369,032		$	364,740
High Tech Industries
API Healthcare Holding Corporation	First Lien Secured Debt - Unfunded Revolver	1.00% Unfunded	02/11/22	$	5,000	$	(96	)	$	—		(9)(21)(23)
ChargePoint, Inc.	First Lien Secured Debt	9.05% (1M L+655, 1.25% Floor)	06/01/23	10,500		10,410			10,422			(9)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	06/01/23	3,000		(26		)	—			(9)(21)(23)
						10,384			10,422
ChyronHego Corporation	First Lien Secured Debt	7.43% (3M L+643, 1.00% Floor)	03/09/20	34,346		34,200			32,286			(18)
DigiCert Holdings, Inc.	Second Lien Secured Debt	10.50% (1M L+800, 1.00% Floor)	10/31/25	12,157		12,107			11,998			(10)
FiscalNote, Inc.	First Lien Secured Debt	10.50% (1M L+800, 1.00% Floor)	08/21/23	28,125		27,446			27,352			(9)
	First Lien Secured Debt - Revolver	10.50% (1M L+800, 1.00% Floor)	08/21/23	1,313		1,313			1,276			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	08/21/23	1,313		(63		)	(36		)	(8)(9)(21)(23)
	Preferred Equity - Series F Preferred Stock	N/A	N/A	259,565 Shares		1,500			1,500			(9)
						30,196			30,092
International Cruise & Excursion Gallery, Inc.	First Lien Secured Debt	7.75% (1M L+525, 1.00% Floor)	06/06/25	14,888		14,622			14,776

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
LabVantage Solutions
LabVantage Solutions Inc.	First Lien Secured Debt	10.00% (1M L+750, 1.00% Floor)	12/29/20	11,543		11,411			11,428
LabVantage Solutions Limited	First Lien Secured Debt	8.50% (E+750, 1.00% Floor)	12/29/20	€	11,630	12,373			12,928			(17)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/29/20	€	3,435	(36		)	(39		)	(8)(17)(21)(23)
						12,337			12,889
Magnate Holding Corp.	First Lien Secured Debt	8.60% (3M L+600, 1.00% Floor)	12/16/24	16,670		16,433			16,430			(9)(17)
	First Lien Secured Debt - Revolver	7.60% (3M L+500, 1.00% Floor)	12/14/23	1,857		1,857			1,830			(9)(17)(23)
	First Lien Secured Debt - Unfunded Revolver	1.75% Unfunded	12/14/23	1,473		(47		)	(21		)	(8)(9)(17)(21)(23)
						18,243			18,239
Omnitracs, LLC	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/23/23	3,750		(268		)	(338		)	(8)(21)(23)
Sirsi Corporation	First Lien Secured Debt	7.23% (1M L+475, 1.00% Floor)	03/15/24	7,071		6,966			6,965			(9)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	03/15/24	429		(6		)	(6		)	(8)(9)(21)(23)
						6,960			6,959
Telestream Holdings Corporation	First Lien Secured Debt	7.61% (6M L+645, 1.00% Floor)	03/24/22	35,980		35,754			35,261			(18)
Tibco Software Inc.	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	12/05/19	6,000		(8		)	(450		)	(8)(21)(23)
ZPower, LLC	First Lien Secured Debt	10.25% (1M L+775, 1.00% Floor)	07/01/22	6,666		6,711			6,617			(9)
	First Lien Secured Debt - Unfunded Delayed Draw	0.00% Unfunded	07/01/22	1,667		(6		)	(13		)	(8)(9)(21)(23)
	Common Equity/Interests - Warrants	N/A	N/A	29,630 Warrants		48			57			(9)(13)
						6,753			6,661
Total High Tech Industries						$	192,595		$	190,223
Hotel, Gaming, Leisure, Restaurants
GFRC Holdings LLC	First Lien Secured Debt	10.63% (3M L+800 Cash (L+800 PIK Toggle), 1.50% Floor)	02/01/22	$	2,500	$	2,500		$	2,500
Total Hotel, Gaming, Leisure, Restaurants						$	2,500		$	2,500
Manufacturing, Capital Equipment
AVAD
AVAD Canada Ltd.	First Lien Secured Debt - Revolver	6.50% (1M L+400, 1.00% Floor)	10/2/23	$	636	636			626			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	10/2/23	364		(18		)	(6		)	(8)(9)(21)(23)
AVAD, LLC	First Lien Secured Debt	10.25% (1M L+775, 1.00% Floor)	10/2/23	9,653		9,476			9,457			(9)
	First Lien Secured Debt - Revolver	6.50% (1M L+400, 1.00% Floor)	10/2/23	11,650		11,650			11,461			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	10/2/23	4,016		(282		)	(65		)	(8)(9)(21)(23)
						21,462			21,473
MedPlast Holdings Inc.	Second Lien Secured Debt	10.35% (3M L+775)	07/02/26	8,000		7,927			8,000			(10)
Total Manufacturing, Capital Equipment						$	29,389		$	29,473

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry / Company	Investment Type	Interest Rate (20)	Maturity Date	Par / Shares (12)		Cost (29)			Fair Value (1) (30)
Media – Diversified & Production
SESAC Holdco II LLC	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	02/23/22	$	587	$	(31	)	$	(44	)	(8)(10)(21)(23)
	Second Lien Secured Debt	9.75% (1M L+725, 1.00% Floor)	02/24/25	3,241		3,217			3,217			(10)
						3,186			3,173
Sonar Entertainment, Inc.	First Lien Secured Debt	10.10% (1M L+760, 1.25% Floor)	11/15/21	9,267		9,125			9,104			(9)
	First Lien Secured Debt - Revolver	10.10% (1M L+760, 1.25% Floor)	11/15/21	5,856		5,856			5,753			(9)(23)
	First Lien Secured Debt - Unfunded Revolver	0.50% Unfunded	11/15/21	16,975		(349		)	(297		)	(8)(9)(21)(23)
						14,632			14,560
Total Media – Diversified & Production						$	17,818		$	17,733
Metals & Mining
Magnetation, LLC	First Lien Secured Debt	10.60% (3M L+800 Cash (PIK Toggle))	12/31/19	$	1,225	$	1,146		$	221		(13)(14)
Total Metals & Mining						$	1,146		$	221
Telecommunications
IPC Corporation	First Lien Secured Debt	7.76% (3M L+500, 1.00% Floor)	08/06/21	$	10,000	$	9,928		$	8,888		(9)
Securus Technologies Holdings, Inc.	Second Lien Secured Debt	10.75% (1M L+825, 1.00% Floor)	11/01/25	12,878		12,772			12,653			(10)
Total Telecommunications						$	22,700		$	21,541
Transportation – Cargo, Distribution
Dynamic Product Tankers, LLC (5)	First Lien Secured Debt	9.60% (3M L+700)	06/30/23	$	42,000	41,830			42,000			(17)
	First Lien Secured Debt - Letters of Credit	2.25%	09/20/19	6,050		—			—			(17)(23)
	Common Equity/Interests - Class A Units	N/A	N/A	N/A		49,806			36,879			(17)(24)
						91,636			78,879
MSEA Tankers LLC (5)	Common Equity/Interests - Class A Units	N/A	N/A	N/A		74,450			73,369			(17)(25)
PT Intermediate Holdings III, LLC	Second Lien Secured Debt	10.60% (3M L+800, 1.00% Floor)	12/08/25	9,375		9,296			9,281
Total Transportation – Cargo, Distribution						$	175,382		$	161,529
Utilities – Electric
Asset Repackaging Trust Six B.V.	Structured Products and Other	12.05%	05/18/27	$	58,411	$	26,480		$	32,659		(11)(17)(19)
Total Utilities – Electric						$	26,480		$	32,659
Total Investments before Cash Equivalents and Option Contracts						$	2,458,111		$	2,408,132
J.P. Morgan U.S. Government Money Market Fund	N/A	N/A	N/A	$	36,280	$	36,280		$	36,280		(22)
Total Investments after Cash Equivalents						$	2,494,391		$	2,444,412		(6)(7)

____________________


(1)	Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (See Note 2 to the financial statements).


(2)	Preferred and ordinary shares in Solarplicity UK Holdings Limited are GBP denominated equity investments.

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)

(3)

Denotes investments in which the Company owns greater than 25% of the equity, where the governing documents of each entity preclude the Company from exercising a controlling influence over the management or policies of such entity. The Company does not have the right to elect or appoint more than 25% of the directors or another party has the right to elect or appoint more directors than the Company and has the right to appoint certain members of senior management. Therefore, the Company has determined that these entities are not controlled affiliates. As of March 31, 2019, we had a 100% and 28% equity ownership interest in Golden Bear 2016-R, LLC and Solarplicity Group Limited, respectively. Equity ownership in Solarplicity Group Limited was written off as it was deemed worthless.


(4)	Denotes investments in which we are an “Affiliated Person,” as defined in the 1940 Act, due to holding the power to vote or owning 5% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of March 31, 2018 and March 31, 2019 along with transactions during the year ended March 31, 2019 in these affiliated investments are as follows:



Name of Issuer	Fair Value at March 31, 2018		Gross Additions ●		Gross Reductions ■			Net Change in Unrealized Gains (Losses)			Fair Value at March 31, 2019		Net Realized Gains (Losses)		Interest/Dividend/Other Income
AIC SPV Holdings II, LLC, Preferred Stock	$	925	$	534	$	(534	)	$	(485	)	$	440	$	—	$	81
AMP Solar Group, Inc., Class A Common Unit	5,051		—		—			1,185			6,236		—		—
Golden Bear 2016-R, LLC, Membership Interests	14,147		140		—			(1,351		)	12,936		—		1,117
Pelican Energy, LLC, Membership Interests	12,946		—		(6,066		)	(1,560		)	5,320		—		—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series B Preferred Stock	19,035		—		—			(4,462		)	14,573		—		—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series D Preferred Stock	6,676		—		—			(786		)	5,890		—		—
Renew JV LLC, Membership Interests	4,111		839		(1,783		)	(871		)	2,296		2,007		—
Solarplicity Group Limited, First Lien Term Loan	6,063		—		—			(4,073		)	1,990		—		—
	$	68,954	$	1,513	$	(8,383	)	$	(12,403	)	$	49,681	$	2,007	$	1,198

____________________

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)

(5)

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Fair value as of March 31, 2018 and March 31, 2019 along with transactions during the year ended March 31, 2019 in these controlled investments are as follows:



Name of Issuer	Fair Value at March 31, 2018		Gross Additions ●		Gross Reductions ■			Net Change in Unrealized Gains (Losses)			Fair Value at March 31, 2019		Net Realized Gains (Losses)		Interest/Dividend/Other Income
Dynamic Product Tankers, LLC, First Lien Term Loan	$	42,000	$	40	$	—		$	(40	)	$	42,000	$	—	$	4,045
Dynamic Product Tankers, LLC, Letters of Credit	—		—		—			—			—		—		16
Dynamic Product Tankers, LLC, Class A Units	41,479		1,700		—			(6,300		)	36,879		—		—
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), First Lien Term Loan	15,000		—		(6,000		)	—			9,000		—		1,051
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Second Lien Term Loan	30,510		3,195		—			—			33,705		—		3,246
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Common Stock	20,303		—		—			(16,957		)	3,346		—		—
Merx Aviation Finance, LLC, Revolver	359,800		96,000		(84,600		)	—			371,200		—		48,180
Merx Aviation Finance, LLC, Membership Interests	42,381		—		—			11,900			54,281		—		9,400
MSEA Tankers LLC, Class A Units	72,256		—		—			1,113			73,369		—		4,700
SHD Oil & Gas, LLC, Tranche A Note	44,739		2,021		—			61			46,821		—		5,163
SHD Oil & Gas, LLC, Tranche B Note	40,816		—		—			(1,384		)	39,432		—		—
SHD Oil & Gas, LLC, Tranche C Note	19,776		1,200		—			36			21,012		—		2,387
	$	729,060	$	104,156	$	(90,600	)	$	(11,571	)	$	731,045	$	—	$	78,188

____________________


	As of March 31, 2019, the Company had a 85%, 47%, 100%, 98% and 38% equity ownership interest in Dynamic Product Tankers, LLC; Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.); Merx Aviation Finance, LLC; MSEA Tankers, LLC; and SHD Oil & Gas, LLC ( f/k/a Spotted Hawk Development LLC), respectively.


(6)	Aggregate gross unrealized gain and loss for federal income tax purposes is $126,359 and $186,864, respectively. Net unrealized loss is $60,504 based on a tax cost of $2,504,916.


(7)	Substantially all securities are pledged as collateral to our multi-currency revolving credit facility (the “Senior Secured Facility” as defined in Note 8 to the financial statements). As such, these securities are not available as collateral to our general creditors.


(8)	The negative fair value is the result of the commitment being valued below par.


(9)	These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so. (See Note 3 to the financial statements for discussion of the exemptive order from the SEC.)


(10)	Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 2 to the financial statements for more information regarding ASC 820, Fair Value Measurements (“ASC 820”).


(11)	These securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.


(12)	Par amount is denominated in USD unless otherwise noted, Euro (“€”), British Pound (“£”), Canadian Dollar (“C$”), and Australian Dollar (“A$”) .


(13)	Non-income producing security.

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)


(14)	Non-accrual status (See Note 2 to the financial statements).


(15)	The underlying investments of AIC SPV Holdings II, LLC is a securitization in which the Company has a 14.25% ownership interest in the residual tranche.

(16)

(17)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of March 31, 2019, non-qualifying assets represented approximately 16.25% of the total assets of the Company.


(18)	In addition to the interest earned based on the stated rate of this loan, the Company may be entitled to receive additional interest as a result of its arrangement with other lenders in a syndication.


(19)	This investment represents a leveraged subordinated interest in a trust that holds one foreign currency denominated bond and a derivative instrument.

(20)

Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offered Rate (“EURIBOR”), the federal funds rate or the prime rate. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates (1M L, 2M L, 3M L or 6M L, respectively), and EURIBOR loans are typically indexed to 90-day EURIBOR rates (3M E), at the borrower’s option. LIBOR and EURIBOR loans may be subject to interest floors. As of March 31, 2019, rates for 1M L, 2M L, 3M L, 6M L, 1M E, 3M E, 1M BBSW, 3M BBSW, 3M GBP L and Prime are 2.49%, 2.56%, 2.60%, 2.66%, (0.42%), (0.35%), 1.80%, 1.77%, 0.84%, and 5.50%, respectively.


(21)	The rates associated with these undrawn committed revolvers and delayed draw term loans represent rates for commitment and unused fees.


(22)	This security is included in the Cash and Cash Equivalents on the Statements of Assets and Liabilities.

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)

(23)

As of March 31, 2019, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 10 to the financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.



Portfolio Company	Total Commitment		Drawn Commitment		Letters of Credit		Undrawn Commitment
Aero Operating LLC	$	4,813	$	2,663	$	118	$	2,032
Alera Group Intermediate Holdings	28,000		—		—		28,000
Altasciences US Acquistion, Inc.	3,355		535		—		2,820
Amerivet Partners Management, Inc.	10,947		81		—		10,866
Analogic Corporation	2,609		—		—		2,609
API Healthcare Holding Corporation	5,000		—		—		5,000
AVAD	16,666		12,286		—		4,380
AVG Intermediate Holdings LLC	14,500		—		—		14,500
BIG Buyer, LLC	3,174		271		—		2,903
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)	2,911		—		—		2,911
Cerus Corporation	9,500		—		—		9,500
ChargePoint, Inc.	3,000		—		—		3,000
Claritas, LLC	1,031		—		—		1,031
Continuum Global Solutions, LLC	10,769		6,219		—		4,550
Dynamic Product Tankers, LLC	6,050		—		6,050		—
Eagle Foods Family Group, LLC	3,750		—		—		3,750
Education Personnel*	7,665		1,916		—		5,749
Erickson Inc	44,999		27,169		6,449		11,381
Exeter Property Group, LLC	192		—		—		192
FiscalNote, Inc.	2,626		1,313		—		1,313
Flock SPV I, LLC	10,666		—		—		10,666
Florida Food Products, LLC	1,713		1,336		—		377
Genesis Healthcare, Inc.	60,870		20,107		—		40,763
Gutter Buyer, Inc.	6,136		—		—		6,136
KDC US Holdings	6,020		1,204		104		4,712
LabVantage Solutions Limited*	3,857		—		—		3,857
Lion Cashmere Midco Limited*	3,994		253		—		3,741
Magnate Holding Corp.	3,330		1,857		—		1,473
Maxor National Pharmacy Services, LLC	1,558		—		—		1,558
Mclarens Global Ltd. *	8,532		172		—		8,360
Merx Aviation Finance, LLC	177		—		177		—
Nemo (BC) Bidco Pty Ltd *	165		—		—		165
Newscycle Solutions, Inc.	500		160		—		340
Omnitracs, LLC	3,750		—		—		3,750
PHS Buyer, Inc.	2,000		—		—		2,000
Project Comfort Buyer, Inc.	5,769		—		—		5,769
ProPharma Group Intermediate, LLC*	1,033		757		—		276
PSI Services, LLC	458		119		—		339
Purchasing Power, LLC	12,900		3,000		—		9,900
RA Outdoors, LLC	1,200		—		24		1,176
Reddy Ice Corporation	15,350		1,045		9,750		4,555
RiteDose Holdings I, Inc.	2,000		—		—		2,000
SESAC Holdco II LLC	587		—		—		587
SHD Oil & Gas, LLC	1,600		—		—		1,600

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Portfolio Company	Total Commitment		Drawn Commitment		Letters of Credit		Undrawn Commitment
Simplifi Holdings, Inc.	2,400		—		—		2,400
Sirsi Corporation	429		—		—		429
SONAR ENTERTAINMENT, INC.	22,831		5,856		—		16,975
Teladoc, Inc.	1,666		—		360		1,306
Ten-X, LLC	4,680		—		—		4,680
TGG TS Acquisition Company	1,750		690		—		1,060
The Emmes Company, LLC	2,449		—		—		2,449
TherapeuticsMD, Inc.	37,500		—		—		37,500
Tibco Software Inc.	6,000		—		—		6,000
Tidewater Consumer Receivables, LLC	2,334		792		—		1,542
TNT Crust LLC	1,626		—		—		1,626
TricorBraun Holdings, Inc.	5,626		1,628		—		3,998
USLS Acquisition, Inc.	5,199		536		86		4,577
Vertafore, Inc.	15,000		—		424		14,576
Westfall Technik, Inc.	5,159		135		—		5,024
Wright Medical Group, Inc.	70,000		7,666		—		62,334
ZPower, LLC	1,667		—		—		1,667
Total Commitments	$	522,038	$	99,766	$	23,542	$	398,730

____________________

* These investments are in a foreign currency and the total commitment has been converted to USD using the March 31, 2019 exchange rate.


(24)	As of March 31, 2019, Dynamic Product Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-3 units which are identical except that Class A-1 unit is voting and Class A-3 unit is non-voting. The units entitle the Company to appoint three out of five managers to the board of managers.


(25)	As of March 31, 2019, MSEA Tankers, LLC had various classes of limited liability interests outstanding of which the Company holds Class A-1 and Class A-2 units which are identical except that Class A-1 unit is voting and Class A-2 unit is non-voting. The units entitle the Company to appoint two out of three managers to the board of managers.


(26)	The Company holds three classes of warrants in Sprint Industrial Holdings, LLC. The Company holds 5,595 warrants of Class G, 507 warrants of Class H, and 1,239 warrants of Class I.


(27)	The unused line fees of 0.50% and 0.25% are collected for the Unfunded Delayed Draw and Unfunded Revolver, respectively from both Altasciences US Acquisition, Inc. and Altasciences / 9360-1367 Quebec Inc. as each borrower has access to the respective lending facilities.


(28)	The Company holds some warrants for this investment as part of the restructuring of the underlying portfolio company. The warrants have no cost and no fair value as of March 31, 2019.

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)


(29)	The following shows the composition of the Company’s portfolio at cost by control designation, investment type and industry as of March 31, 2019:



Industry	First Lien - Secured Debt		Second Lien - Secured Debt		Unsecured Debt		Structured Products and Other		Preferred Equity		Common Equity/Interests		Warrants		Total
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing	$	24,898	$	5,496	$	—	$	—	$	—	$	—	$	—	$	30,394
Aerospace & Defense	26,823		47,175		—		—		—		—		—		73,998
Automotive	8,370		23,428		—		—		—		1,714		—		33,512
Beverage, Food & Tobacco	57,359		—		—		—		—		244				57,603
Business Services	134,311		215,648		—		—		62		603		—		350,624
Chemicals, Plastics & Rubber	72,663		14,465		—		—		—		9,000		—		96,128
Construction & Building	23,156		—		—		—		—		500		—		23,656
Consumer Goods – Durable	37,877		21,649		—		—		462		—		—		59,988
Consumer Goods – Non-Durable	73,574		20,292		—		—		—		—		—		93,866
Consumer Services	23,771		24,734		—		—		—		—		—		48,505
Containers, Packaging & Glass	1,358		18,107		—		—		—		—		—		19,465
Diversified Investment Vehicles, Banking, Finance, Real Estate	47,399		4,935		—		—		—		—		—		52,334
Energy – Electricity	7,637		—		—		—		5,861		4		—		13,502
Food & Grocery	19,391		10,400		—		—		—		—		—		29,791
Healthcare & Pharmaceuticals	288,012		80,246		—		—		333		306		135		369,032
High Tech Industries	178,940		12,107		—		—		1,500		—		48		192,595
Hotel, Gaming, Leisure, Restaurants	2,500		—		—		—		—		—		—		2,500
Manufacturing, Capital Equipment	21,462		7,927		—		—		—		—		—		29,389
Media – Diversified & Production	14,601		3,217		—		—		—		—		—		17,818
Metals & Mining	1,146		—		—		—		—		—		—		1,146
Telecommunications	9,928		12,772		—		—		—		—		—		22,700
Transportation – Cargo, Distribution	—		9,296		—		—		—		—		—		9,296
Utilities – Electric	—		—		—		26,480		—		—		—		26,480
Total Non-Controlled / Non-Affiliated Investments	$	1,075,176	$	531,894	$	—	$	26,480	$	8,218	$	12,371	$	183	$	1,654,322
Non-Controlled / Affiliated Investments
Diversified Investment Vehicles, Banking, Finance, Real Estate	$	—	$	—	$	—	$	16,645	$	—	$	—	$	—	$	16,645
Energy – Electricity	5,811		—		—		—		14,445		11,796		—		32,052
Energy – Oil & Gas	—		—		—		—		—		18,375		—		18,375
Total Non-Controlled / Affiliated Investments	$	5,811	$	—	$	—	$	16,645	$	14,445	$	30,171	$	—	$	67,072
Controlled Investments
Aviation and Consumer Transport	$	371,200	$	—	$	—	$	—	$	—	$	15,000	$	—	$	386,200
Energy – Oil & Gas	119,237		33,705		—		—		—		31,489		—		184,431
Transportation – Cargo, Distribution	41,830		—		—		—		—		124,256		—		166,086
Total Controlled Investments	$	532,267	$	33,705	$	—	$	—	$	—	$	170,745	$	—	$	736,717
Total	$	1,613,254	$	565,599	$	—	$	43,125	$	22,663	$	213,287	$	183	$	2,458,111

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)


(30)	The following shows the composition of the Company’s portfolio at fair value by control designation, investment type and industry as of March 31, 2019:



Industry	First Lien - Secured Debt			Second Lien - Secured Debt			Unsecured Debt			Structured Products and Other			Preferred Equity			Common Equity/Interests			Warrants			Total			% of Net Assets
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing	$	25,086		$	5,522		$	—		$	—		$	—		$	—		$	—		$	30,608		2.3	%
Aerospace & Defense	26,158			47,366			—			—			—			—			—			73,524			5.6	%
Automotive	1,287			22,991			—			—			—			—			—			24,278			1.8	%
Beverage, Food & Tobacco	57,618			—			—			—			—			323			—			57,941			4.4	%
Business Services	135,022			214,886			—			—			62			696			—			350,666			26.7	%
Chemicals, Plastics & Rubber	70,108			14,937			—			—			—			—			—			85,045			6.5	%
Construction & Building	23,115			—			—			—			—			478			—			23,593			1.8	%
Consumer Goods – Durable	36,641			21,589			—			—			462			470			—			59,162			4.5	%
Consumer Goods – Non-Durable	73,976			20,217			—			—			—			—			—			94,193			7.2	%
Consumer Services	23,601			24,708			—			—			—			—			—			48,309			3.7	%
Containers, Packaging & Glass	1,630			15,912			—			—			—			—			—			17,542			1.3	%
Diversified Investment Vehicles, Banking, Finance, Real Estate	47,360			4,913			—			—			—			—			—			52,273			4.0	%
Energy – Electricity	7,173			—			—			—			4,922			223			—			12,318			0.9	%
Food & Grocery	19,109			10,474			—			—			—			—			—			29,583			2.3	%
Healthcare & Pharmaceuticals	287,181			76,827			—			—			333			306			93			364,740			27.8	%
High Tech Industries	176,668			11,998			—			—			1,500			—			57			190,223			14.5	%
Hotel, Gaming, Leisure, Restaurants	2,500			—			—			—			—			—			—			2,500			0.2	%
Manufacturing, Capital Equipment	21,473			8,000			—			—			—			—			—			29,473			2.3	%
Media – Diversified & Production	14,516			3,217			—			—			—			—			—			17,733			1.4	%
Metals & Mining	221			—			—			—			—			—			—			221			—	%
Telecommunications	8,888			12,653			—			—			—			—			—			21,541			1.6	%
Transportation – Cargo, Distribution	—			9,281			—			—			—			—			—			9,281			0.7	%
Utilities – Electric	—			—			—			32,659			—			—			—			32,659			2.5	%
Total Non-Controlled / Non-Affiliated Investments	$	1,059,331		$	525,491		$	—		$	32,659		$	7,279		$	2,496		$	150		$	1,627,406		124.0	%
% of Net Assets	80.7		%	40.0		%	—		%	2.5		%	0.6		%	0.2		%	—		%	124.0		%
Non-Controlled / Affiliated Investments
Diversified Investment Vehicles, Banking, Finance, Real Estate	$	—		$	—		$	—		$	12,936		$	—		$	—		$	—		$	12,936		1.0	%
Energy – Electricity	1,990			—			—			—			20,903			8,532			—			31,425			2.4	%
Energy – Oil & Gas	—			—			—			—						5,320			—			5,320			0.4	%
Total Non-Controlled / Affiliated Investments	$	1,990		$	—		$	—		$	12,936		$	20,903		$	13,852		$	—		$	49,681		3.8	%
% of Net Assets	0.2		%	—		%	—		%	1.0		%	1.6		%	1.0		%	—		%	3.8		%
Controlled Investments
Aviation and Consumer Transport	$	371,200		$	—		$	—		$	—		$	—		$	54,281		$	—		$	425,481		32.4	%
Energy – Oil & Gas	116,265			33,705			—			—			—			3,346			—			153,316			11.7	%
Transportation – Cargo, Distribution	42,000			—			—			—			—			110,248			—			152,248			11.6	%
Total Controlled Investments	$	529,465		$	33,705		$	—		$	—		$	—		$	167,875		$	—		$	731,045		55.7	%
% of Net Assets	40.3		%	2.6		%	—		%	—		%	—		%	12.8		%	—		%	55.7		%
Total	$	1,590,786		$	559,196		$	—		$	45,595		$	28,182		$	184,223		$	150		$	2,408,132		183.5	%
% of Net Assets	121.2		%	42.6		%	—		%	3.5		%	2.2		%	14.0		%	—		%	183.5		%

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2019

(In thousands, except share data)



Industry Classification	Percentage of Total Investments (at Fair Value) as of March 31, 2019
Aviation and Consumer Transport	17.7%
Healthcare & Pharmaceuticals	15.1%
Business Services	14.6%
High Tech Industries	7.9%
Transportation – Cargo, Distribution	6.7%
Energy – Oil & Gas	6.6%
Consumer Goods – Non-durable	3.9%
Chemicals, Plastics & Rubber	3.5%
Aerospace & Defense	3.1%
Diversified Investment Vehicles, Banking, Finance, Real Estate	2.7%
Consumer Goods – Durable	2.5%
Beverage, Food & Tobacco	2.4%
Consumer Services	2.0%
Energy – Electricity	1.8%
Utilities – Electric	1.4%
Advertising, Printing & Publishing	1.3%
Food & Grocery	1.2%
Manufacturing, Capital Equipment	1.2%
Automotive	1.0%
Construction & Building	1.0%
Telecommunications	0.9%
Media – Diversified & Production	0.7%
Containers, Packaging & Glass	0.7%
Hotel, Gaming, Leisure, Restaurants	0.1%
Metals & Mining	0.0%
Total Investments	100.0%

See notes to financial statements.

Table of Contents

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited)

(In thousands, except share and per share data)

Note 1. Organization

Apollo Investment Corporation (the “Company,” “Apollo Investment,” “AIC,” “we,” “us,” or “our”), a Maryland corporation incorporated on February 2, 2004, is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). In addition, for tax purposes we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We commenced operations on April 8, 2004 receiving net proceeds of $870,000 from our initial public offering by selling 62 million shares of common stock at a price of $15.00 per share (20.7 million shares at a price of $45.00 per share adjusted for the one-for-three reverse stock split). Since then, and through June 30, 2019 , we have raised approximately $2,210,067 in net proceeds from additional offerings of common stock and repurchased common stock for $186,054 .

Apollo Investment Administration, LLC (the “Administrator” or “AIA”), an affiliate of AGM, provides, among other things, administrative services and facilities for the Company. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

Our investment objective is to generate current income and capital appreciation. We invest primarily in various forms of debt investments, including secured and unsecured debt, loan investments, and/or equity in private middle-market companies. We may also invest in the securities of public companies and in structured products and other investments such as collateralized loan obligations (“CLOs”) and credit-linked notes (“CLNs”). Our portfolio is comprised primarily of investments in debt, including secured and unsecured debt of private middle-market companies that, in the case of senior secured loans, generally are not broadly syndicated and whose aggregate tranche size is typically less than $250 million. Our portfolio may include equity interests such as common stock, preferred stock, warrants and/or options.

Note 2 . Significant Accounting Policies

The following is a summary of the significant accounting and reporting policies used in preparing the financial statements.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the requirements on Form 10-Q, ASC 946, Financial Services — Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the financial statements for the periods presented, have been included.

Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. Consequently, as of June 30, 2019 , the Company consolidated some special purposes entities. These special purposes entities only hold investments of the Company and have no other significant asset and liabilities. All significant intercompany transactions and balances have been eliminated in consolidation.

These financial statements should be read in conjunction with the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended March 31, 2019 .

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income, expenses, gains and losses during the reported periods. Changes in the economic environment, financial markets, credit worthiness of our portfolio companies and any other parameters used in determining these estimates could cause actual results to differ materially.

Table of Contents

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Cash and Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements, and other high-quality, short-term debt securities would qualify as cash equivalents.

Cash and cash equivalents are carried at cost which approximates fair value. Cash equivalents held as of June 30, 2019 was $29,210 . Cash equivalents held as of March 31, 2019 was $36,280 .

Collateral on Option Contracts

Collateral on option contracts represents restricted cash held by our counterparty as collateral against our derivative instruments until such contracts mature or are settled upon per agreement of buyer and seller of the contract. In accordance with Accounting

Standards Update No. 2016-18, Statement of Cash Flows: Restricted Cash , the Statements of Cash Flows outline the changes in cash, including both restricted and unrestricted cash, cash equivalents and foreign currencies.

Investment Transactions

Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Statements of Assets and Liabilities.

Fair Value Measurements

The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as 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. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may differ materially from the values that would be received upon an actual disposition of such investments.

Table of Contents

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Investment Valuation Process

Under procedures established by our Board of Directors, we value investments, including certain secured debt, unsecured debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker, primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are unavailable or are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent third party valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such investments. Investments purchased within 15 business days before the valuation date and debt investments with remaining maturities of 60 days or less may each be valued at cost with interest accrued or discount amortized to the date of maturity (although they are typically valued at available market quotations), unless such valuation, in the judgment of our Investment Adviser, does not represent fair value. In this case such investments shall be valued at fair value as determined in good faith by or under the direction of our Board of Directors including using market quotations where available. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our Board of Directors. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation process each quarter, as described below:


1.	Our quarterly valuation process begins with each investment being initially valued by the investment professionals of our Investment Adviser who are responsible for the investment.


2.	Preliminary valuation conclusions are then documented and discussed with senior management of our Investment Adviser.


3.	Independent valuation firms are engaged by our Board of Directors to conduct independent appraisals by reviewing our Investment Adviser’s preliminary valuations and then making their own independent assessment.


4.	The Audit Committee of the Board of Directors reviews the preliminary valuation of our Investment Adviser and the valuation prepared by the independent valuation firms and responds, if warranted, to the valuation recommendation of the independent valuation firms.


5.	The Board of Directors discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of our Investment Adviser, the applicable independent valuation firm, and the Audit Committee of the Board of Directors.


6.	For Level 3 investments entered into within the last 15 business days of the current quarter-end period, the purchase price or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Investments determined by these valuation procedures which have a fair value of less than $1 million during the prior fiscal quarter may be valued based on inputs identified by the Investment Adviser without the necessity of obtaining valuation from an independent valuation firm, if once annually an independent valuation firm using the procedures described herein provides an independent assessment of value. Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. During the three months ended June 30, 2019 , there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value and realized gains or losses through current period earnings.

Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process. The derivatives may require the Company to pay or receive an upfront fee or premium. These upfront fees or premiums are carried forward as cost or proceeds to the derivatives.

Exchange-traded derivatives which include put and call options are valued based on the last reported sales price on the date of valuation. Over-the-counter (“OTC”) derivatives, including credit default swaps, are valued by the Investment Adviser using quotations from counterparties. In instances where models are used, the value of the OTC derivative is derived from the contractual terms of, and specific risks inherent in, the instrument as well as the availability and reliability of observable inputs, such as credit spreads.

Offsetting Assets and Liabilities

The Company has elected not to offset cash collateral against the fair value of derivative contracts. The fair values of these derivatives are presented on a gross basis, even when derivatives are subject to master netting agreements. The Company’s disclosures regarding offsetting are discussed in Note 7 to the financial statements.

Valuation of Other Financial Assets and Financial Liabilities

ASC 825, Financial Instruments , permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost (see Note 8 to the financial statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.

Realized Gains or Losses

Security transactions are accounted for on a trade date basis. Realized gains or losses on investments are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the call price on the call effective date.

Table of Contents

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Investment Income Recognition

The Company records interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Some of our loans and other investments, including certain preferred equity investments, may have contractual payment-in-kind (“PIK”) interest or dividends. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not fully expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company believes that PIK is expected to be realized.

Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest/dividend cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining interest or dividend obligations. Interest or dividend cash payments received on non-accrual designated investments may be recognized as income or applied to principal depending upon management’s judgment.

Loan origination fees, original issue discount (“OID”), and market discounts are capitalized and accreted into interest income over the respective terms of the applicable loans using the effective interest method or straight-line, as applicable. Upon the prepayment of a loan, prepayment premiums, any unamortized loan origination fees, OID, or market discounts are recorded as interest income. Other income generally includes amendment fees, bridge fees, and structuring fees which are recorded when earned.

The Company records as dividend income the accretable yield from its beneficial interests in structured products such as CLOs based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. Such assumptions include the rate and timing of principal and interest receipts (which may be subject to prepayments and defaults) of the underlying pool of assets. These assumptions are updated on at least a quarterly basis to reflect changes related to a particular security, actual historical data, and market changes. A structured product investment typically has an underlying pool of assets. Payments on structured product investments are and will be payable solely from the cash flows from such assets. As such, any unforeseen event in these underlying pools of assets might impact the expected recovery of principal and future accrual of income.

Expenses

Expenses include management fees, performance-based incentive fees, insurance expenses, administrative service fees, legal fees, directors’ fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.

Financing Costs

The Company records expenses related to shelf filings and applicable offering costs as deferred financing costs in the Statements of Assets and Liabilities. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of capital upon utilization, in accordance with ASC 946-20-25, or charged to expense if no offering is completed.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The Company records origination and other expenses related to its debt obligations as deferred financing costs. The deferred financing cost for all outstanding debt is presented as a direct deduction from the carrying amount of the related debt liability, except costs incurred under the Senior Secured Facility (as defined in Note 8 to the financial statements), which the Company presents as an asset on the Statements of Assets and Liabilities. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation which approximates the effective yield method. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC 470-50, Modification and Extinguishments (“ASC 470-50”). For modifications to or exchanges of our Senior Secured Facility (as defined in Note 8 to the financial statements), any unamortized deferred financing costs relating to lenders who are not part of the new lending group are expensed. For extinguishments of our senior secured notes and senior unsecured notes, any unamortized deferred financing costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.

Foreign Currency Translations

The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the foreign exchange rate on the date of valuation. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

Dividends and Distributions

Dividends and distributions to common stockholders are recorded as of the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter. Net realized capital gains, if any, are generally distributed or deemed distributed at least annually.

Share Repurchases

In connection with the Company’s share repurchase program, the cost of shares repurchased is charged to net assets on the trade date.

Federal and State Income Taxes

We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders at least 90% of its investment company taxable income as defined by the Code, for each year. The Company (among other requirements) has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from corporate-level income taxes. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through June 30, 2019 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ending March 31, 2020 . The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividend and distributions and other permanent book and tax difference are reclassified to paid-in capital.

If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the calendar year earned, we will generally be required to pay excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated undistributed taxable income.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. Distribution would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements are met. Subject to certain limitation under the Code, corporate distributions would be eligible for the dividend-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our stockholders our accumulated earnings and profits payable by us as an additional tax. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.

We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. As of June 30, 2019 , there were no uncertain tax positions and no amounts accrued for interest or penalties. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal. Our tax returns for each of our federal tax years since 2016 remain subject to examination by the Internal Revenue Service.

Retroactive Adjustments for Common Stock Reverse Split

The Company’s Board of Directors approved a one-for-three reverse stock split of the Company’s common stock on October 30, 2018 (the “Reverse Stock Split”). All common share and common per share amounts in the financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split as disclosed in Note 9.

Recent Accounting Pronouncements

In August 2018, the FASB issued guidance which changes the fair value disclosure requirements. The new guidance includes new, eliminated and modified fair value disclosures. Among other requirements, the guidance requires disclosure of the range and weighted average of the significant unobservable inputs for Level 3 fair value measurements and the way it is calculated. The guidance also eliminated the following disclosures: (i) amount and reason for transfers between Level 1 and Level 2, (ii) policy for timing of transfers between levels of the fair value hierarchy and (iii) valuation processes for Level 3 fair value measurement. The guidance is effective for all entities for interim and annual periods beginning after December 15, 2019. Early adoption is permitted upon issuance of the guidance. The adoption of this guidance is not expected to have a material effect on the Company’s financial statements.

SEC Disclosure Update and Simplification

In August 2018, the U.S. Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification which amends certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance. The final rule is effective for all filings on or after November 5, 2018. The Company has evaluated the impact of the amendments and determined the effect of the adoption of the simplification rules on financial statements were limited to the modification and removal of certain disclosures.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Note 3 . Related Party Agreements and Transactions

Investment Advisory Agreement with AIM

The Company has an investment advisory management agreement with the Investment Adviser (the “Investment Advisory Agreement”) under which AIM receives a fee from the Company, consisting of two components — a base management fee and a performance-based incentive fee.

Base Management Fee

Effective April 1, 2018, the base management fee is calculated initially at an annual rate of 1.50% (0.375% per quarter) of the lesser of (i) the average of the value of the Company’s gross assets, net of average of any payable for investments (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters and (ii) the average monthly value (measured as of the last day of each month) of the Company’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) during the most recently completed calendar quarter; provided, however, in each case, the base management fee is calculated at an annual rate of 1.00% (0.250% per quarter) of the average of the value of the Company’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) that exceeds the product of (A) 200% and (B) the value of the Company’s net asset value at the end of the prior calendar quarter. The base management fee will be payable quarterly in arrears. The value of the Company’s gross assets shall be calculated in accordance with the Company's valuation policies.

Performance-based Incentive Fee

The incentive fee (the “Incentive Fee”) consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below:

A. Incentive Fee based on Income


(i)	Incentive Fee on Pre-Incentive Fee Net Investment Income - (April 1, 2017 - December 31, 2018)

The first part of the incentive fee is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter at an annual rate of 20%. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee on Income and the Incentive Fee on Capital Gains). Pre-incentive fee net investment income does not include any realized or unrealized gains or losses. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the rate of 1.75% per quarter (7% annualized) (the “performance threshold”). For the period from April 1, 2017 through December 31, 2018, if the resulting incentive fee rate was less than 20% due to the incentive fee waiver discussed below, the percentage at which the Investment Adviser’s 100% catch-up is complete would also be reduced ratably from 2.1875% (8.75% annualized) to as low as 2.06% (8.24% annualized) (“catch-up threshold”).

The Company pays the Investment Adviser an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the performance threshold; and (2) 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds 1.75% but does not exceed the catch-up threshold in any calendar quarter; and (3) for the period from April 1, 2017 through December 31, 2018, 15% to 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds catch-up threshold in any calendar quarter. These calculations are appropriately prorated for any period of less than three months. The effect of the fee calculation described above is that if pre-incentive fee net investment income is equal to or exceeds catch-up threshold, the Investment Adviser will receive a fee of 15% to 20% of our pre-incentive fee net investment income for the quarter.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Incentive Fee Waiver

For the period from April 1, 2018 through December 31, 2018, the Investment Adviser has agreed to waive 25% of its performance based incentive fee so that the incentive fee on pre-incentive fee net investment income is accrued at 15%.


(ii)	Incentive Fee on Pre-Incentive Fee Net Income - effective from January 1, 2019

Beginning January 1, 2019, the incentive fee on pre-incentive fee net investment income will be determined and paid quarterly in arrears by calculating the amount by which (x) the aggregate amount of the pre-incentive fee net investment income with respect of the current calendar quarter and each of the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after April 1, 2018 (the “trailing twelve quarters”) exceeds (y) the preferred return amount in respect of the trailing twelve quarters.

The preferred return amount will be determined on a quarterly basis, and will be calculated by summing the amounts obtained by multiplying 1.75% by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant trailing twelve quarters. The preferred return amount will be calculated after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for Company capital issuances and distributions during the applicable calendar quarter.

The amount of the Incentive Fee on Income that will be paid to the Investment Adviser for a particular quarter will equal the excess of the incentive fee on pre-incentive fee net investment income, so calculated less the aggregate incentive fee on pre-incentive fee net investment income that were paid to the Investment Adviser (excluding waivers, if any) in the preceding eleven calendar quarters comprising the relevant trailing twelve quarters.

The Company will pay the Investment Adviser an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

(1) no incentive fee in any calendar quarter in which our pre-incentive fee net investment income for the trailing twelve quarters does not exceed the preferred return amount.

(2) 100% of our pre-incentive fee net investment income for the trailing twelve quarters, if any, that exceeds the preferred return amount but is less than or equal to an amount (the “catch-up amount”) determined by multiplying 2.1875% by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant trailing twelve quarters.

(3) for any quarter in which the Company’s pre-incentive fee net investment income for the trailing twelve quarters exceeds the catch-up amount, the incentive fee shall equal 20% of the amount of the Company’s pre-incentive fee net investment income for such trailing twelve quarters.

The Incentive Fee on Income as calculated is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant trailing twelve quarters less (b) the aggregate Incentive Fees on Income that were paid to the Investment Adviser (excluding waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant trailing twelve quarters.

For this purpose, “Cumulative Pre-Incentive Fee Net Return ” during the relevant trailing twelve quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the trailing twelve quarters less (y) any Net Capital Loss, since April 1, 2018, in respect of the trailing twelve quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company shall pay no Incentive Fee on Income to the Investment Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee on Income calculated in accordance with the calculation described above, the Company shall pay the Investment Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee on Income calculated in accordance with the calculation described above, the Company shall pay the Investment Adviser the Incentive Fee on Income for such quarter.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

B. Incentive Fee on Cumulative Net Realized Gains

The Incentive Fee on Capital Gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory management agreement). This fee shall equal 20.0% of the sum of the Company’s realized capital gains on a cumulative basis, calculated as of the end of each calendar year (or upon termination of investment advisory management agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any Incentive Fees on Capital Gains previously paid to the Investment Adviser. The aggregate unrealized capital depreciation of the Company shall be calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable calculation date and (b) the accreted or amortized cost basis of such investment.

For accounting purposes only, we are required under GAAP to accrue a theoretical capital gains incentive fee based upon net realized capital gains and unrealized capital gain and loss on investments held at the end of each period. The accrual of this theoretical capital gains incentive fee assumes all unrealized capital gain and loss is realized in order to reflect a theoretical capital gains incentive fee that would be payable to the Investment Adviser at each measurement date. There was no accrual for theoretical capital gains incentive fee for the three months ended June 30, 2019 and 2018. It should be noted that a fee so calculated and accrued would not be payable under the Investment Advisers Act of 1940 (the “Advisers Act”) or the investment advisory management agreement, and would not be paid based upon such computation of capital gains incentive fees in subsequent periods. Amounts actually paid to the Investment Adviser will be consistent with the Advisers Act and formula reflected in the investment advisory management agreement which specifically excludes consideration of unrealized capital gain.

Deferred Payment of Certain Incentive Fees

Effective April 1, 2018, with changes in the incentive fees calculation there will be no more deferral of incentive fees on PIK income. The interest will only continue to accrue on the deferred incentive fees payable to AIM as of March 31, 2018.

For the three months ended June 30, 2019 and 2018, the Company recognized $9,539 and $8,873 respectively, of management fees, and $0 and $7,423 , respectively, of incentive fees before impact of waived fees. For the three months ended June 30, 2019 and 2018, no management fees were waived and incentive fees waived were $0 and $1,856 , respectively. As of June 30, 2019 and March 31, 2019 , management and performance-based incentive fees payable were $9,539 and $8,880 , respectively.

For the three months ended June 30, 2019 and 2018, there were no incentive fees on PIK income for which payments have been deferred. For the three months ended June 30, 2019 and 2018, the Company did not reverse any of the deferred incentive fee payable related to PIK income which was deemed to be no longer realizable. As of June 30, 2019 and March 31, 2019 , there was no cumulative deferred incentive fee on PIK income included in management and performance-based incentive fee payable line of the Statements of Assets and Liabilities.

For the three months ended June 30, 2019 and 2018, there was no interest on deferred incentive fees accrued. For the three months ended June 30, 2019 and 2018, the Company did not reverse any of the accrued interest payable on deferred incentive fees related to PIK income which were deemed to be no longer realizable. As of June 30, 2019 and March 31, 2019 , there was no accrued interest payable on deferred incentive fees.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Fee Offset

On January 16, 2019, the Company and AIM entered into a fee offset agreement in connection with revenue realized by AIM and its affiliates for the management of certain aircraft assets. The Company will receive an offsetting credit against total incentive fees otherwise due to AIM under the investment advisory management agreement. The amount offset will initially be 20% of the management fee revenue earned and incentive fee revenue realized by AIM and its affiliates in connection with managing aircraft assets on related insurance balance sheets (“New Balance Sheet Investments”), new aircraft managed account capital (“New Managed Accounts”) and new dedicated aircraft funds (“New Aircraft Funds”). Once the aggregate capital raised by the New Aircraft Funds or New Managed Accounts and capital invested by the New Balance Sheet Investments exceeds $3 billion cumulatively, the fee offset will step down to 10% of the amount of incremental management fee revenue earned and incentive fee revenue realized by AIM and its affiliates. The fee offset will be in place for seven years, however the incentive fees realized by AIM and its affiliates after this seven-year period from applicable investments that were raised or made within the seven-year period will also be used to offset incentive fees payable to AIM by the Company. The offset will be limited to the amount of incentive fee payable by the Company to AIM and any unapplied fee offset which exceeds the incentive fees payable in a given quarter will carry forward to be credited against the incentive fees payable by the Company in subsequent quarters.

For three months ended June 30, 2019 and the year ended March 31, 2019, there was no fee offset.

Administration Agreement with AIA

The Company has also entered into an administration agreement with the Administrator (the “Administration Agreement”) under which AIA provides administrative services for the Company. For providing these services, facilities and personnel, the Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator and requested to be reimbursed by the Administrator in performing its obligations under the Administration Agreement. The expenses include rent and the Company’s allocable portion of compensation and other related expenses for its Chief Financial Officer, Chief Legal Officer and Chief Compliance Officer and their respective staffs. For the three months ended June 30, 2019 and 2018, the Company recognized administrative services expense under the Administration Agreement of $1,725 and $1,638 , respectively. There was no payable to AIA and its affiliates for expenses paid on our behalf as of June 30, 2019 and March 31, 2019 .

Administrative Service Expense Reimbursement

Merx Aviation Finance, LLC (“Merx”), a wholly-owned portfolio company of the Company, has entered into an administration agreement with the Administrator (the “Merx Administration Agreement”) under which AIA provides administrative services to Merx. For the three months ended June 30, 2019 and 2018, the Company recognized administrative service expense reimbursements of $62 and $63 , respectively, under the Merx Administration Agreement.

Debt Expense Reimbursements

The Company has also entered into debt expense reimbursement agreements with Merx and several other portfolio companies, which will reimburse the Company for reasonable out-of-pocket expenses incurred, including any interest, fees or other amounts incurred by the Company in connection with letters of credit issued on their behalf. For the three months ended June 30, 2019 and 2018, the Company recognized debt expense reimbursements of $36 and $81 , respectively, under the debt expense reimbursement agreements.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Co-Investment Activity

We may co-invest on a concurrent basis with affiliates of ours, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the terms of the exemptive order we received from the SEC permitting us to do so. On March 29, 2016, we received an exemptive order from the SEC (the “Order”) permitting us greater flexibility to negotiate the terms of co-investment transactions with certain of our affiliates, including investment funds managed by AIM or its affiliates, subject to the conditions included therein. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board of Directors’ approved criteria. In certain situations where co-investment with one or more funds managed by AIM or its affiliates is not covered by the Order, the personnel of AIM or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of our affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.

As of June 30, 2019 , the Company’s co-investment holdings were 46% of the portfolio or $1,205,134 , measured at fair value. On a cost basis, 45% of the portfolio or $1,214,373 were co-investments. As of March 31, 2019 , the Company’s co-investment holdings were 40% of the portfolio or $954,774 , measured at fair value. On a cost basis, 39% of the portfolio or $963,227 were co-investments.

Merx Aviation

Effective January 16, 2019, Mr. Gary Rothschild, President and Chief Executive Officer of Merx, became an employee of Apollo Management Holdings, L.P. ("AMH"), an affiliate of AIC’s investment adviser. Mr. Rothschild also retained his role as the President and Chief Executive Officer of Merx.

Effective January 16, 2019, Merx entered into a series of service arrangements with affiliates of AGM. Under a servicing agreement with Apollo Capital Management, L.P. (“ACM”), Merx serves as technical servicer to aircraft clients of ACM and its affiliates. Under a research support agreement with ACM, Merx employees assist ACM with technical due-diligence and underwriting of new aircraft-related investment opportunities. Under a technical support agreement, Merx and AMH share the services of Mr. Gary Rothschild, who is the President and Chief Executive Officer of Merx and an employee of AMH.

Note 4. Earnings Per Share

The following table sets forth the computation of earnings (loss) per share (“EPS”), pursuant to ASC 260-10, for the three months ended June 30, 2019 and 2018 :



	Three Months Ended June 30,
	2019		2018
Basic Earnings Per Share
Net increase in net assets resulting from operations	$	23,829	$	13,250
Weighted average shares outstanding	68,588,541		71,971,572
Basic earnings per share	$	0.35	$	0.18

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Note 5 . Investments

Fair Value Measurement and Disclosures

The following table shows the composition of our investment as of June 30, 2019 , with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:



					Fair Value Hierarchy
	Cost		Fair Value		Level 1		Level 2		Level 3
First Lien Secured Debt	$	1,853,692	$	1,817,954	$	—	$	23,722	$	1,794,232
Second Lien Secured Debt	549,151		544,271		—		170,322		373,949
Unsecured Debt	—		—		—		—		—
Structured Products and Other	43,249		45,525		—		—		45,525
Preferred Equity	22,663		28,598		—		—		28,598
Common Equity/Interests	214,185		183,875		—		477		183,398
Warrants	183		89		—		—		89
Total Investments before Cash Equivalents	$	2,683,123	$	2,620,312	$	—	$	194,521	$	2,425,791
Money Market Fund	$	29,210	$	29,210	$	29,210	$	—	$	—
Total Cash Equivalents	$	29,210	$	29,210	$	29,210	$	—	$	—
Total Investments after Cash Equivalents	$	2,712,333	$	2,649,522	$	29,210	$	194,521	$	2,425,791

The following table shows the composition of our investment as of March 31, 2019 , with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:



					Fair Value Hierarchy
	Cost		Fair Value		Level 1		Level 2		Level 3
First Lien Secured Debt	$	1,613,254	$	1,590,786	$	—	$	3,855	$	1,586,931
Second Lien Secured Debt	565,599		559,196		—		221,651		337,545
Unsecured Debt	—		—		—		—		—
Structured Products and Other	43,125		45,595		—		—		45,595
Preferred Equity	22,663		28,182		—		—		28,182
Common Equity/Interests	213,287		184,223		—		469		183,754
Warrants	183		150		—		—		150
Total Investments and Cash Equivalents	$	2,458,111	$	2,408,132	$	—	$	225,975	$	2,182,157
Money Market Fund	$	36,280	$	36,280	$	36,280	$	—	$	—
Total Cash Equivalents	$	36,280	$	36,280	$	36,280	$	—	$	—
Total Investments after Cash Equivalents	$	2,494,391	$	2,444,412	$	36,280	$	225,975	$	2,182,157

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The following table shows changes in the fair value of our Level 3 investments during the three months ended June 30, 2019 :



	First Lien Secured Debt (2)			Second Lien Secured Debt (2)			Unsecured Debt		Structured Products and Other			Preferred Equity		Common Equity/Interests			Warrants			Total
Fair value as of March 31, 2019	$	1,586,931		$	337,545		$	—	$	45,595		$	28,182	$	183,754		$	150		$	2,182,157
Net realized gains (losses)	(8		)	—			—		—			—		1,089			—			1,081
Net change in unrealized gains (losses)	(13,141		)	877			—		(193		)	416		(1,255		)	(61		)	(13,357		)
Net amortization on investments	1,582			244			—		122			—		—			—			1,948
Purchases, including capitalized PIK (3)	413,087			4,883			—		1			—		2,171			—			420,142
Sales (3)	(194,219		)	(87		)	—		—			—		(2,361		)	—			(196,667		)
Transfers out of Level 3 (1)	—			—			—		—			—		—			—			—
Transfers into Level 3 (1)	—			30,487			—		—			—		—			—			30,487
Fair value as of June 30, 2019	$	1,794,232		$	373,949		$	—	$	45,525		$	28,598	$	183,398		$	89		$	2,425,791

Net change in unrealized gains (losses) on Level 3 investments still held as of June 30, 2019	$	(14,008	)	$	1,364		$	—	$	(193	)	$	416	$	(1,255	)	$	(61	)	$	(13,737	)

____________________

(1)

Transfers out (if any) of Level 3 are due to an increase in the quantity and reliability of broker quotes obtained and transfers into (if any) Level 3 are due to a decrease in the quantity and reliability of broker quotes obtained as assessed by the Investment Adviser. Transfers are assumed to have occurred at the end of the period. There were no transfers between Level 1 and Level 2 fair value measurements during the period shown.


(2)	Includes unfunded commitments measured at fair value of $(8,127) .


(3)	Includes reorganizations and restructuring of investments.

The following table shows changes in the fair value of our Level 3 investments during the three months ended June 30, 2018 :



	First Lien Secured Debt (2)			Second Lien Secured Debt (2)			Unsecured Debt		Structured Products and Other			Preferred Equity			Common Equity/Interests			Warrants			Total
Fair value as of March 31, 2018	$	1,131,943		$	415,338		$	90,117	$	67,967		$	31,052		$	207,657		$	251		$	1,944,325
Net realized gains (losses)	23			29			—		—			(1		)	—			—			51
Net change in unrealized gains (losses)	10,290			1,296			110		(652		)	(216		)	(5,766		)	(4		)	5,058
Net amortization on investments	904			343			—		107			—			—			—			1,354
Purchases, including capitalized PIK (3)	315,052			24,630			372		43			535			7,860			—			348,492
Sales (3)	(94,345		)	(2,017		)	—		(92		)	30			(4,902		)	—			(101,326		)
Transfers out of Level 3 (1)	—			(17,596		)	—		—			—			—			—			(17,596		)
Transfers into Level 3 (1)	—			—			—		—			—			—			—			—
Fair value as of June 30, 2018	$	1,363,867		$	422,023		$	90,599	$	67,373		$	31,400		$	204,849		$	247		$	2,180,358

Net change in unrealized gains (losses) on Level 3 investments still held as of June 30, 2018	$	8,712		$	1,072		$	110	$	(652	)	$	(216	)	$	(5,766	)	$	(4	)	$	3,256

____________________

(1)


(2)	Includes unfunded commitments measured at fair value of $(4,163) .


(3)	Includes reorganizations and restructuring of investments.

Table of Contents

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The following tables summarize the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of June 30, 2019 and March 31, 2019 . In addition to the techniques and inputs noted in the tables below, according to our valuation policy we may also use other valuation techniques and methodologies when determining our fair value measurements. The below tables are not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they relate to the Company’s determination of fair values.

The unobservable inputs used in the fair value measurement of our Level 3 investments as of June 30, 2019 were as follows:



			Quantitative Information about Level 3 Fair Value Measurements
Asset Category	Fair Value		Valuation Techniques/Methodologies	Unobservable Input	Range		Weighted Average (1)
First Lien Secured Debt	$	39,763	Broker Quoted	Broker Quote	N/A	N/A	N/A
	367,199		Discounted Cash Flow	Discount Rate	2.3%	14.7%	12.3%
	54,932		Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
			Market Comparable Technique	Comparable Multiple	5.0x	5.0x	5.0x
	69,081		Recent Transaction	Recent Transaction	N/A	N/A	N/A
	106,516		Recovery Analysis	Commodity Price	$60.00	$70.00	$65.81
	1,859		Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
	1,761		Transaction Price	Expected Proceeds	N/A	N/A	N/A
	1,153,121		Yield Analysis	Discount Rate	4.4%	24.7%	9.5%
Second Lien Secured Debt	80,874		Broker Quoted	Broker Quote	N/A	N/A	N/A
	22,289		Market Comparable Approach	Comparable Multiple	8.0x	8.0x	8.0x
	34,554		Recovery Analysis	Commodity Price	67.00	70.00	67.93
	236,232		Yield Analysis	Discount Rate	10.6%	15.5%	12.4%
Structured Products and Other	45,525		Discounted Cash Flow	Discount Rate	9.1%	9.5%	9.2%
Preferred Equity	639		Discounted Cash Flow	Discount Rate	10.5%	10.5%	10.5%
	20,798		Option Pricing Model	Expected Volatility	36.0%	36.0%	36.0%
	4,757		Yield Analysis	Discount Rate	17.0%	17.0%	17.0%
	2,404		Market Comparable Approach	Comparable Multiple	2.3x	6.3x	5.4x
Common Equity/Interests	3,780		Market Comparable Approach	Comparable Multiple	5.0x	12.9x	9.8x
	174,522		Discounted Cash Flow	Discount Rate	10.5%	31.0%	13.2%
	5,096		Recovery Analysis	Commodity Price	60.00	70.00	65.07
	—		Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
Warrants	89		Option Pricing Model	Expected Volatility	37.5%	60.0%	59.9%
Total Level 3 Investments	$	2,425,791

___________________


(1)	The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment. For the commodity price unobservable input, the weighted average price is an undiscounted price based upon the estimated production level from the underlying reserves.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The unobservable inputs used in the fair value measurement of our Level 3 investments as of March 31, 2019 were as follows:



			Quantitative Information about Level 3 Fair Value Measurements
Asset Category	Fair Value		Valuation Techniques/Methodologies	Unobservable Input	Range		Weighted Average (1)
First Lien Secured Debt	$	25,930	Broker Quoted	Broker Quote	N/A	N/A	N/A
	413,200		Discounted Cash Flow	Discount Rate	2.3%	14.2%	12.2%
	58,004		Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
			Market Comparable Technique	Comparable Multiple	5.1x	5.1x	5.1x
	35,582		Recent Transaction	Recent Transaction	N/A	N/A	N/A
	116,265		Recovery Analysis	Commodity Price	$60.00	$70.00	$66.64
	1,509		Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
	1,990		Transaction Price	Expected Proceeds	N/A	N/A	N/A
	934,451		Yield Analysis	Discount Rate	4.4%	20.3%	10.3%
Second Lien Secured Debt	50,590		Broker Quoted	Broker Quote	N/A	N/A	N/A
	15,912		Market Comparable Technique	Comparable Multiple	7.2x	7.2x	7.2x
	33,705		Recovery Analysis	Commodity Price	$67.38	$70.00	$68.86
	237,338		Yield Analysis	Discount Rate	10.9%	14.8%	12.7%
Structured Products and Other	45,595		Discounted Cash Flow	Discount Rate	9.1%	9.5%	9.2%
Preferred Equity	440		Discounted Cash Flow	Discount Rate	10.5%	10.5%	10.5%
	2,357		Market Comparable Approach	Comparable Multiple	2.2x	6.2x	5.3x
	20,463		Option Pricing Model	Expected Volatility	35.5%	35.5%	35.5%
	4,922		Yield Analysis	Discount Rate	15.5%	15.5%	15.5%
Common Equity/Interests	173,285		Discounted Cash Flow	Discount Rate	10.5%	29.5%	13.2%
	1,803		Market Comparable Technique	Comparable Multiple	5.1x	11.1x	9.2x
	—		Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
	8,666		Recovery Analysis	Commodity Price	$60.00	$70.00	$65.84
Warrants	150		Option Pricing Model	Expected Volatility	32.5%	60.0%	49.5%
Total Level 3 Investments	$	2,182,157

____________________


(1)	The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment. For the commodity price unobservable input, the weighted average price is an undiscounted price based upon the estimated production level from the underlying reserves.

Table of Contents

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity securities are primarily earnings before interest, taxes, depreciation and amortization (“EBITDA”) comparable multiples and market discount rates. The Company typically uses EBITDA comparable multiples on its equity securities to determine the fair value of investments. The Company uses market discount rates for debt securities to determine if the effective yield on a debt security is commensurate with the market yields for that type of debt security. If a debt security’s effective yield is significantly less than the market yield for a similar debt security with a similar credit profile, the resulting fair value of the debt security may be lower. For certain investments where fair value is derived based on a recovery analysis, the Company uses underlying commodity prices from third party market pricing services to determine the fair value and/or recoverable amount, which represents the proceeds expected to be collected through asset sales or liquidation. Further, for certain investments, the Company also considered the probability of future events which are not in management’s control. Significant increases or decreases in any of these inputs in isolation would result in a significantly lower or higher fair value measurement. The significant unobservable inputs used in the fair value measurement of the structured products include the discount rate applied in the valuation models in addition to default and recovery rates applied to projected cash flows in the valuation models. Specifically, 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; conversely decreases in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks. For certain investments such as warrants, the Company may use an option pricing technique, of which the applicable method is the Black-Scholes Option Pricing Method (“BSM”), to perform valuations. The BSM is a model of price variation over time of financial instruments, such as equity, that is used to determine the price of call or put options. Various inputs are required but the primary unobservable input into the BSM model is the underlying asset volatility.

Investment Transactions

For the three months ended June 30, 2019 and 2018, purchases of investments on a trade date basis were $435,259 and $358,950 , respectively. For the three months ended June 30, 2019 and 2018, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $220,262 and $108,618 , respectively.

PIK Income

The Company holds loans and other investments, including certain preferred equity investments, that have contractual PIK income. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. During the three months ended June 30, 2019 and 2018, PIK income earned was $5,556 and $2,678 , respectively.

The following table shows the change in capitalized PIK balance for the three months ended June 30, 2019 and 2018 :



	Three Months Ended June 30,
	2019		2018
PIK balance at beginning of period	$	23,721	$	24,454
PIK income capitalized	4,883		1,983
Adjustments due to investments exited or written off	—		—
PIK income received in cash	—		—
PIK balance at end of period	$	28,604	$	26,437

Dividend Income on CLOs

The Company holds structured products and other investments. The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The Company records as dividend income the accretable yield from its beneficial interests in structured products such as CLOs based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. During the three months ended June 30, 2019 and 2018, dividend income from structured products was $319 and $312 , respectively.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Investments on Non-Accrual Status

As of June 30, 2019 , 2.5% of total investments at amortized cost, or 1.7% of total investments at fair value, were on non-accrual status. As of March 31, 2019 , 2.9% of total investments at amortized cost, or 2.4% of total investments at fair value, were on non-accrual status.

Unconsolidated Significant Subsidiary

The following unconsolidated subsidiary is considered significant subsidiaries under SEC Regulation S-X Rule 10-01(b)(1) as of June 30, 2019 . Accordingly, summarized, unaudited, comparative financial information is presented below for the unconsolidated significant subsidiary.

Merx Aviation Finance, LLC

Merx Aviation Finance, LLC and its subsidiaries (“Merx Aviation”) are principally engaged in acquiring and leasing commercial aircraft to airlines. Its focus is on current generation aircraft, held either domestically or internationally. Merx Aviation may acquire fleets of aircraft primarily through securitized, non-recourse debt or individual aircraft. Merx Aviation may outsource its aircraft servicing requirements to third parties that have the global staff and expertise necessary to complete such tasks. The following table shows unaudited summarized financial information for Merx Aviation:



	Three Months Ended June 30,
	2019			2018
Net revenue	$	56,824		$	123,295
Net operating income	20,129			99,911
Earnings (loss) before taxes	(1,217		)	83,422
Net profit (loss)	(1,076		)	83,369

Note 6. Derivative Instruments

In the normal course of business, the Company enters into derivative instruments which serve as components of the Company’s investment strategies and are utilized primarily to structure the portfolio to economically match the investment strategies of the Company. These instruments are subject to various risks, similar to non-derivative instruments, including market, credit and liquidity risks. The Investment Adviser manages these risks on an aggregate basis along with the risks associated with the Company’s investing activities as part of its overall risk management policy.

Purchased Put Options

Purchased put option contracts give the Company the right, but not the obligation, to sell within a limited time, a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices. Purchasing put options tends to decrease exposure to the underlying instrument. The Company pays a premium, which is recorded as an asset and subsequently marked-to-market to reflect the current value of the option. Premiums paid for purchasing options which expire unexercised are treated as realized losses. Premiums paid for purchasing options which are exercised are added to the amounts paid for, or offset against the proceeds received on, the underlying security or reference investment. The risk associated with purchasing put options is limited to the premium paid.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Written Call Options

Written call options obligate the Company to buy within a limited time, a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices. When the Company writes a call option, an amount equal to the premium received by the Company is treated as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the written call option. If an option which the Company has written either expires unexercised on its stipulated expiration date or the Company enters into a closing purchase transaction, the Company realizes a gain or loss (if the cost of a closing purchase transaction is less than or exceeds, respectively, the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security or derivative instrument, and the liability related to such option is extinguished. If a call option which the Company has written is exercised, the Company recognizes a realized gain or loss from the sale of the underlying security or derivative instrument and the proceeds from the sale are increased by the premium originally received. In writing a call option, the Company bears the market risk of an unfavorable change in the price, potentially unlimited in amount, of the derivative instrument or security underlying the written call option.

As of June 30, 2019 and March 31, 2019, the Company did not hold any derivative contracts. During the three months ended June 30, 2019 the Company had no activity in derivative contracts. The volume of the derivatives, based on the base notional value of option contracts, for the year ended March 31, 2019 was $153,150 for purchased call options, $13,750 for purchased put options, $(13,575) for written call options and $(146,969) for written put options.

The effect of transactions in derivative instruments to the Statements of Operations during the three months ended June 30, 2019 and 2018 were as follows:



	Three Months Ended June 30,
	2019		2018
Net Change in Unrealized Losses on Derivatives
Purchased Put Options	$	—	$	1,687
Written Call Options	—		(2,254		)
Net Change in Unrealized Losses on Derivatives	$	—	$	(567	)



	Three Months Ended June 30,
	2019		2018
Net Realized Losses on Derivatives
Purchased Put Options	$	—	$	(2,577	)
Written Call Options	—		(10,632		)
Net Realized Losses on Derivatives	$	—	$	(13,209	)

The Investment Adviser is exempt from registration with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) with respect to the Company. To the extent such exemption is no longer available and the Investment Adviser is required to register with the CFTC as a CPO, compliance with the CFTC’s disclosure, reporting and recordkeeping requirements may increase the Company’s expenses and may affect the ability of the Company to use commodity interests (including futures, option contracts, commodities, and swaps) to the extent or in the manner desired.

Note 7 . Offsetting Assets and Liabilities

The Company entered into centrally cleared derivative contracts with Chicago Mercantile Exchange (“CME”). Upon entering into the centrally cleared derivative contracts, the Company is required to deposit with the relevant clearing organization cash or securities, which is referred to as the initial margin. Cash deposited as initial margin is reported as cash collateral on the Statements of Assets and Liabilities. Centrally cleared derivative contracts entered into with CME are considered settled-to-market contracts where daily variation margin posted is legally characterized as a settlement payment as opposed to collateral. The settlement payment does not terminate the derivative contract and the contract will continue to exist with no changes to its terms. Daily changes in fair value are recorded as a payable or receivable on the Statements of Assets and Liabilities as variation margin.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The Company has elected not to offset assets and liabilities in the Statements of Assets and Liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other agreement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations. As of June 30, 2019 and March 31, 2019, the Company did not hold any derivative contracts.

Note 8 . Debt and Foreign Currency Transactions and Translations

On April 4, 2018, the Company’s Board of Directors, including a “required majority” (as defined in Section 57(o) of the Investment Company Act of 1940, as amended) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the Investment Company Act of 1940. As a result, effective on April 4, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150% (i.e., the revised regulatory leverage limitation permits BDCs to double the amount of borrowings, such that we would be able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us).

The Company’s outstanding debt obligations as of June 30, 2019 were as follows:



	Date Issued/Amended	Total Aggregate Principal Amount Committed		Principal Amount Outstanding			Fair Value			Final Maturity Date
Senior Secured Facility	11/19/2018	$	1,710,000	$	859,510	*	$	879,119	(3)	11/19/2023
2025 Notes	3/3/2015	350,000		350,000			355,143		(2)	3/3/2025
2043 Notes	6/17/2013	150,000		150,000			154,200		(1)	7/15/2043
Total Debt Obligations		$	2,210,000	$	1,359,510		$	1,388,462
Deferred Financing Cost and Debt Discount				$	(9,912	)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount				$	1,349,598

____________________


*	Includes foreign currency debt obligations as outlined in Foreign Currency Transactions and Translations within this note to the financial statements.


(1)	The fair value of these debt obligations would be categorized as Level 1 under ASC 820 as of June 30, 2019 . The valuation is based on quoted prices of identical liabilities in active markets.


(2)	The fair value of these debt obligations would be categorized as Level 2 under ASC 820 as of June 30, 2019 . The valuation is based on broker quoted prices.


(3)	The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of June 30, 2019 . The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The Company’s outstanding debt obligations as of March 31, 2019 were as follows:



	Date Issued/Amended	Total Aggregate Principal Amount Committed		Principal Amount Outstanding			Fair Value			Final Maturity Date
Senior Secured Facility	11/19/2018	$	1,640,000	$	638,888	*	$	650,757	(1)	11/19/2023
2025 Notes	3/3/2015	350,000		350,000			348,370		(3)	3/3/2025
2043 Notes	6/17/2013	150,000		150,000			155,700		(2)	7/15/2043
Total Debt Obligations		$	2,140,000	$	1,138,888		$	1,154,827
Deferred Financing Cost and Debt Discount				$	(10,202	)
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount				$	1,128,686

____________________


*	Includes foreign currency debt obligations as outlined in Foreign Currency Transactions and Translations within this note.


(1)	The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of March 31, 2019 . The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.


(2)	The fair value of these debt obligations would be categorized as Level 1 under ASC 820 as of March 31, 2019 . The valuation is based on quoted prices of identical liabilities in active markets.


(3)	The fair value of these debt obligations would be categorized as Level 2 under ASC 820 as of March 31, 2019 . The valuation is based on broker quoted prices.

Senior Secured Facility

On November 19, 2018, the Company amended and restated its senior secured, multi-currency, revolving credit facility (the “Senior Secured Facility”) from the previous December 22, 2016 amendment. The amended and restated agreement reduced the Company’s minimum asset coverage financial covenant from 200% to 150%, increased the lenders commitments from $1,190,000 to $1,590,000, extended the final maturity date through November 19, 2023, and included an accordion provision which allows the Company to increase the total commitments under the existing revolving facility up to an aggregate principal amount of $2,385,000 from new or existing lenders on the same terms and conditions as the existing commitments. On February 28, 2019, the Company entered into an amendment to its Senior Secured Facility to increase the multicurrency commitments by $50,000 from $1,590,000 to $1,640,000. On May 31, 2019, the Company entered into an amendment to its Senior Secured Facility to increase the multicurrency commitments by $70,000 from $1,640,000 to $1,710,000. The Senior Secured Facility is secured by substantially all of the assets in the Company’s portfolio, including cash and cash equivalents. Commencing December 31, 2022, the Company is required to repay, in twelve consecutive monthly installments of equal size, the outstanding amount under the Senior Secured Facility as of November 19, 2022. In addition, the stated interest rate on the facility remains as a formula-based calculation based on a minimum borrowing base, resulting in a stated interest rate, depending on the type of borrowing, of (a) either LIBOR plus 1.75% per annum or LIBOR plus 2.00% per annum, or (b) either Alternate Base Rate plus 0.75% per annum or Alternate Base Rate plus 1% per annum. As of June 30, 2019 , the stated interest rate on the facility was LIBOR plus 2.00%. The Company is required to pay a commitment fee of 0.375% per annum on any unused portion of the Senior Secured Facility and participation fees and fronting fees of up to 2.25% per annum on the letters of credit issued.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The Senior Secured Facility contains affirmative and restrictive covenants, events of default and other customary provisions for similar debt facilities, including: (a) periodic financial reporting requirements, (b) maintaining minimum stockholders’ equity of the greater of (i) 30% of the total assets of the Company and its consolidated subsidiaries as of the last day of any fiscal quarter and (ii) the sum of (A) $870,000 plus (B) 25% of the net proceeds from the sale of equity interests in the Company after the closing date of the Senior Secured Facility, (c) maintaining a ratio of total assets, less total liabilities (other than indebtedness) to total indebtedness, in each case of the Company and its consolidated subsidiaries, of not less than 1.5:1.0, (d) maintaining a ratio of certain total assets, less total liabilities (other than indebtedness) to total indebtedness, of the Company and its consolidated subsidiaries, for not less than 2.0:1.0, (e) limitations on the incurrence of additional indebtedness, including a requirement to meet a certain minimum liquidity threshold before the Company can incur such additional debt, (f) limitations on liens, (g) limitations on investments (other than in the ordinary course of the Company’s business), (h) limitations on mergers and disposition of assets (other than in the normal course of the Company’s business activities), (i) limitations on the creation or existence of agreements that permit liens on properties of the Company’s consolidated subsidiaries and (j) limitations on the repurchase or redemption of certain unsecured debt and debt securities. In addition to the asset coverage ratio described in clause (c) of the preceding sentence, borrowings under the Senior Secured Facility (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio. The advance rate applicable to any specific type of asset in the Company’s portfolio will also depend on the relevant asset coverage ratio as of the date of determination. Borrowings under the Senior Secured Facility will also continue to be subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

The Senior Secured Facility also provides for the issuance of letters of credit up to an aggregate amount of $150,000. As of June 30, 2019 and March 31, 2019 , the Company had $6,227 and $15,977 , respectively, in standby letters of credit issued through the Senior Secured Facility. The amount available for borrowing under the Senior Secured Facility is reduced by any standby letters of credit issued through the Senior Secured Facility. Under GAAP, these letters of credit are considered commitments because no funding has been made and as such are not considered a liability. These letters of credit are not senior securities because they are not in the form of a typical financial guarantee and the portfolio companies are obligated to refund any drawn amounts. The available remaining capacity under the Senior Secured Facility was $844,263 and $985,135 as of June 30, 2019 and March 31, 2019 , respectively. Terms used in this disclosure have the meanings set forth in the Senior Secured Facility agreement.

Senior Secured Notes — Series A and Series B

On September 29, 2011, the Company closed a private offering of $45,000 aggregate principal amount of senior secured notes consisting of two series: $29,000 aggregate principal amount of 5.875% Senior Secured Notes, Series A, due September 29, 2016 (the “Series A Notes”); and $16,000 aggregate principal amount of 6.250% Senior Secured Notes, Series B, due September 29, 2018 (the “Series B Notes,” and together with the Series A Notes, the “Series A and B Notes”). The Series A and B Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Interest on the Series A and B Notes is due semi-annually on March 29 and September 29, commencing on March 29, 2012.

On September 29, 2016, the Series A Notes, which had an outstanding principal balance of $29,000, matured and were repaid in full. The Series B Notes, which had an outstanding principal balance of $16,000, matured and were repaid on October 1, 2018.

Senior Unsecured Notes

2025 Notes

On March 3, 2015, the Company issued $350,000 aggregate principal amount of senior unsecured notes for net proceeds of $343,650 (the “2025 Notes”). The 2025 Notes will mature on March 3, 2025. Interest on the 2025 Notes is due semi-annually on March 3 and September 3, at an annual rate of 5.25%, commencing on September 3, 2015. The 2025 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness.

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

2043 Notes

On June 17, 2013, the Company issued $135,000 aggregate principal amount of senior unsecured notes and on June 24, 2013, an additional $15,000 in aggregate principal amount of such notes was issued pursuant to the underwriters’ over-allotment option exercise. In total, $150,000 of aggregate principal was issued for net proceeds of $145,275 (the “2043 Notes”). The 2043 Notes will mature on July 15, 2043. Interest on the 2043 Notes is paid quarterly on January 15, April 15, July 15 and October 15, at an annual rate of 6.875%, commencing on October 15, 2013. The Company may redeem the 2043 Notes in whole or in part at any time or from time to time on or after July 15, 2018. The 2043 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior, unsecured indebtedness. The 2043 Notes are listed on the New York Stock Exchange under the ticker symbol “AIY.”

The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the three months ended June 30, 2019 and 2018 :



	Three Months Ended June 30,
	2019			2018
Average debt outstanding	$	1,250,566		$	929,468
Maximum amount of debt outstanding	1,357,283			1,102,679

Weighted average annualized interest cost (1)	5.15		%	5.25		%
Annualized amortized debt issuance cost	0.45		%	0.56		%
Total annualized interest cost	5.60		%	5.81		%

____________________


(1)	Includes the stated interest expense and commitment fees on the unused portion of the Senior Secured Facility. Commitment fees for the three months ended June 30, 2019 and 2018 were $845 and $711 , respectively.

Foreign Currency Transactions and Translations

The Company had the following foreign-denominated debt outstanding on the Senior Secured Facility as of June 30, 2019 :



	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)			Reset Date
Canadian Dollar	C$	2,300	$	1,894	$	1,760	$	134		7/29/2019
Euro	€	21,400	23,536		24,370		(834		)	7/24/2019
Euro	€	15,000	16,424		17,082		(658		)	7/29/2019
British Pound	£	3,500	4,456		4,455		1			7/5/2019
British Pound	£	11,100	14,519		14,127		392			7/8/2019
British Pound	£	12,700	16,558		16,163		395			7/11/2019
British Pound	£	8,300	10,487		10,563		(76		)	7/24/2019
British Pound	£	26,100	36,774		33,217		3,557			7/29/2019
Australian Dollar	A$	1,000	701		702		(1		)	7/8/2019
Australian Dollar	A$	6,000	4,406		4,211		195			7/29/2019
			$	129,755	$	126,650	$	3,105

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

The Company had the following foreign-denominated debt outstanding on the Senior Secured Facility as of March 31, 2019 :



	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)			Reset Date
Canadian Dollar	C$	2,300	$	1,894	$	1,722	$	172		4/26/2019
Euro	€	24,700	27,285		27,734		(449		)	4/23/2019
Euro	€	9,000	10,272		10,106		166			4/26/2019
Euro	£	15,000	16,424		16,843		(419		)	4/29/2019
British Pound	£	1,700	2,236		2,215		21			4/8/2019
British Pound	£	8,300	10,487		10,815		(328		)	4/23/2019
British Pound	£	20,100	29,219		26,191		3,028			4/29/2019
Australian Dollar	A$	6,000	4,406		4,262		144			4/26/2019
			$	102,223	$	99,888	$	2,335

As of June 30, 2019 and March 31, 2019 , the Company was in compliance with all debt covenants for all outstanding debt obligations.

Note 9 . Stockholders’ Equity

There were no equity offerings of common stock during the three months ended June 30, 2019 and March 31, 2019 .

The Company adopted the following plans, approved by the Board of Directors, for the purpose of repurchasing its common stock in accordance with applicable rules specified in the Securities Exchange Act of 1934 (the “1934 Act”) (the “Repurchase Plans”):



Date of Agreement/Amendment	Maximum Cost of Shares That May Be Repurchased		Cost of Shares Repurchased		Remaining Cost of Shares That May Be Repurchased
August 5, 2015	$	50,000	$	50,000	$	—
December 14, 2015	50,000		50,000		—
September 14, 2016	50,000		50,000		—
October 30, 2018	50,000		36,054		13,946
February 6, 2019	50,000		—		50,000
Total as of June 30, 2019	$	250,000	$	186,054	$	63,946

The Repurchase Plans were designed to allow the Company to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under applicable insider trading laws or because of self-imposed trading blackout periods. A broker selected by the Company will have the authority under the terms and limitations specified in an agreement with the Company to repurchase shares on the Company’s behalf in accordance with the terms of the Repurchase Plans. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the Repurchase Plans. Pursuant to the Repurchase Plans, the Company may from time to time repurchase a portion of its shares of common stock and the Company is hereby notifying stockholders of its intention as required by applicable securities laws.

Under the Repurchase Plans described above, the Company allocated the following amounts to be repurchased in accordance with SEC Rule 10b5-1 (the “10b5-1 Repurchase Plans”):

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)



Effective Date	Termination Date	Amount Allocated to 10b5-1 Repurchase Plans
September 15, 2015	November 5, 2015	$	5,000
January 1, 2016	February 5, 2016	10,000
April 1, 2016	May 19, 2016	5,000
July 1, 2016	August 5, 2016	15,000
September 30, 2016	November 8, 2016	20,000
January 4, 2017	February 6, 2017	10,000
March 31, 2017	May 19, 2017	10,000
June 30, 2017	August 7, 2017	10,000
October 2, 2017	November 6, 2017	10,000
January 3, 2018	February 8, 2018	10,000
June 18, 2018	August 9, 2018	10,000
September 17, 2018	October 31, 2018	10,000
December 12, 2018	February 7, 2019	10,000
February 25, 2019	May 17, 2019	25,000
March 18, 2019	May 17, 2019	10,000
June 4, 2019	August 7, 2019	25,000
June 17, 2019	August 7, 2019	20,000

During the three months ended June 30, 2019 , the Company repurchased 949,633 shares at a weighted average price per share of $15.92, inclusive of commissions, for a total cost of $15,122. This represents a discount of approximately 16.32% of the average net asset value per share for the three months ended June 30, 2019 .

During the three months ended June 30, 2018, the Company repurchased 462,267 shares at a weighted average price per share of $17.04, inclusive of commissions, for a total cost of $7,877. This represents a discount of approximately 12.80% of the average net asset value per share for the three months ended June 30, 2018.

Since the inception of the Repurchase Plans through June 30, 2019 , the Company repurchased 10,986,401 shares at a weighted average price per share of $16.93 , inclusive of commissions, for a total cost of $186,054 . Including fractional shares, the company has repurchased 10,986,431 shares at a weighted average price per share of $16.93 , inclusive of commissions for a total cost of $186,054 .

On October 30, 2018, the Company’s Board of Directors approved a one-for-three reverse stock split of the Company’s common stock which was effective as of the close of business on November 30, 2018. The Company's common stock began trading on a split-adjusted basis on December 3, 2018. The fractional shares that resulted from the Reverse Stock Split were approximately 29 shares and they were canceled by paying cash in lieu of the fair value.

Note 10 . Commitments and Contingencies

The Company has various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of June 30, 2019 and March 31, 2019 , the Company had the following unfunded commitments to its portfolio companies:



	June 30, 2019		March 31, 2019
Unfunded revolver obligations and bridge loan commitments (1)	$	250,603	$	225,782
Standby letters of credit issued and outstanding (2)	15,276		23,542
Unfunded delayed draw loan commitments (3)	131,704		107,886
Unfunded delayed draw loan commitments (performance thresholds not met) (4)	68,748		65,062
Total Unfunded Commitments	$	466,331	$	422,272

____________________

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

(1)

The unfunded revolver obligations may or may not be funded to the borrowing party in the future. The amounts relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of June 30, 2019 and March 31, 2019 , subject to the terms of each loan’s respective credit agreements which includes borrowing covenants that need to be met prior to funding. As of June 30, 2019 and March 31, 2019 , the bridge loan commitments included in the balances were $0 and $0, respectively.

(2)

For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of the letters of credit issued and outstanding are recorded as a liability on the Company’s Statements of Assets and Liabilities as such letters of credit are considered in the valuation of the investments in the portfolio company.


(3)	The Company’s commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions which can include covenants to maintain specified leverage levels and other related borrowing base covenants.


(4)	The borrowers are required to meet certain performance thresholds before the Company is obligated to fulfill the commitments and those performance thresholds were not met as of June 30, 2019 and March 31, 2019 .

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

Note 11 . Financial Highlights

The following is a schedule of financial highlights for the three months ended June 30, 2019 and 2018 .



	Three Months Ended June 30, 2019			Three Months Ended June 30, 2018
	(Unaudited)			(Unaudited)
Per Share Data*
Net asset value at beginning of period	$	19.06		$	19.67
Net investment income (1)	0.50			0.44
Net realized and change in unrealized gains (losses) (1)	(0.16		)	(0.25		)
Net increase in net assets resulting from operations	0.35			0.18
Distribution of net investment income (2)	(0.45		)	(0.45		)
Distribution of return of capital (2)	—			—
Accretion due to share repurchases	0.04			0.02
Net asset value at end of period	$	19.00		$	19.42

Per share market value at end of period	$	15.80		$	16.71
Total return (3)	7.25		%	9.53		%
Shares outstanding at end of period	67,927,353			71,641,765
Weighted average shares outstanding	68,588,541			71,971,572

Ratio/Supplemental Data
Net assets at end of period (in millions)	$	1,290.7		$	1,391.2
Annualized ratio of operating expenses to average net assets (4)(5)	4.48		%	5.30		%
Annualized ratio of interest and other debt expenses to average net assets (5)	5.40		%	3.85		%
Annualized ratio of total expenses to average net assets (4)(5)	9.88		%	9.15		%
Annualized ratio of net investment income to average net assets (5)	10.67		%	9.01		%
Average debt outstanding (in millions)	$	1,250.6		$	929.5
Average debt per share	$	18.23		$	12.91
Annualized portfolio turnover rate (5)	35.24		%	18.49		%
Asset coverage per unit (6)	$	1,949		$	2,249

____________________


*	Totals may not foot due to rounding.


(1)	Financial highlights are based on the weighted average number of shares outstanding for the period presented.

(2)

The tax character of distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. Although the tax character of distributions paid to stockholders through June 30, 2019 may include return of capital, the exact amount cannot be determined at this point. Per share amounts are based on actual rate per share.


(3)	Total return is based on the change in market price per share during the respective periods. Total return also takes into account distributions, if any, reinvested in accordance with the Company’s dividend reinvestment plan.

(4)

The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets are shown inclusive of all voluntary management and incentive fee waivers (See Note 3 to the financial statements). For the three months ended June 30, 2019 , the annualized ratio of operating expenses to average net assets and the annualized ratio of total expenses to average net assets would be 4.50% and 9.91% , respectively, without the voluntary fee waivers. For the three months ended June 30, 2018, the ratio of operating expenses to average net assets and the ratio of total expenses to average net assets would be 5.84% and 9.72% , respectively, without the voluntary fee waivers.


(5)	Annualized for the three months ended June 30, 2019 and 2018 .

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)


(6)	The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the asset coverage per unit.

Note 12 . Subsequent Events

Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements other than those disclosed below.

On July 12, 2019, Apollo Investment Corporation notified U.S. Bank National Association, the trustee (the “Trustee”) for the Company’s 6.875% Senior Notes due 2043 (the “Notes”), of the Company’s election to redeem the $150,000 aggregate principal amount of the Notes outstanding, and instructed the Trustee to provide notice of such redemption to the holders of the Notes in accordance with the terms of the indenture governing the Notes. The Company expects the redemption to be completed on August 12, 2019. Following the redemption, none of the Notes will remain outstanding.

On July 22, 2019, the Board of Directors approved Articles of Amendment (the “Articles of Amendment”), which amend the charter of the Company and reduce the number of shares of capital stock authorized in the Company’s charter from 400,000,000 shares of common stock, par value $0.001 per share, to 130,000,000 shares of common stock, par value $0.001 per share. The Articles of Amendment follow the Company’s one-for-three reverse stock split, which was effective November 30, 2018, and were accepted for record by the Department of Assessments and Taxation of the State of Maryland on July 22, 2019, becoming effective immediately.

During the period from July 1, 2019 through August 5, 2019, the Company repurchased 136,010 shares at a weighted average price per share of $16.11, inclusive of commissions, for a total cost of $2,192, leaving a maximum of $61,755 available for future purchases under the Repurchase Plans.

On August 6, 2019, the Board of Directors declared a distribution of $0.45 per share, payable on October 7, 2019 to stockholders of record as of September 20, 2019 .

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Apollo Investment Corporation

Results of Review of Financial Statements

We have reviewed the accompanying statement of assets and liabilities, including the schedule of investments, of Apollo Investment Corporation (the “Company”) as of June 30, 2019, and the related statements of operations for the three-month periods ended June 30, 2019 and 2018, the statements of changes in net assets for the three-month periods ended June 30, 2019 and 2018, and the statements of cash flows for the three-month periods ended June 30, 2019 and 2018, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilities, including the schedule of investments, of the Company as of March 31, 2019, and the related statements of operations, of changes in net assets and of cash flows for the year then ended (not presented herein), and in our report dated May 16, 2019, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying statement of assets and liabilities, including the schedule of investments, as of March 31, 2019, is fairly stated, in all material respects, in relation to the statement of assets and liabilities, including the schedule of investments from which they have been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

August 6, 2019

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Item 2 . Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this report. Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:


•	our future operating results;


•	our business prospects and the prospects of our portfolio companies;


•	the impact of investments that we expect to make;


•	our contractual arrangements and relationships with third parties;


•	the dependence of our future success on the general economy and its impact on the industries in which we invest;


•	the ability of our portfolio companies to achieve their objectives;


•	our expected financings and investments;


•	the adequacy of our cash resources and working capital; and


•	the timing of cash flows, if any, from the operations of our portfolio companies.

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission (“SEC”), including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

Apollo Investment Corporation (the “Company,” “Apollo Investment,” “AIC,” “we,” “us,” or “our”) was incorporated under the Maryland General Corporation Law in February 2004. We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. We commenced operations on April 8, 2004 upon completion of our initial public offering that raised $870 million in net proceeds from selling 62 million shares of common stock at a price of $15.00 per share (20.7 million shares at a price of $45.00 per share adjusted for the one-for-three reverse stock split). Since then, and through June 30, 2019 , we have raised approximately $2.21 billion in net proceeds from additional offerings of common stock and we have repurchased common stock for $186.1 million .

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Apollo Investment Management, L.P. (the “Investment Adviser” or “AIM”) is our investment adviser and an affiliate of Apollo Global Management, LLC and its consolidated subsidiaries (“AGM”). The Investment Adviser, subject to the overall supervision of our Board of Directors, manages the day-to-day operations of, and provides investment advisory services to the Company. AGM and other affiliates manage other funds that may have investment mandates that are similar, in whole or in part, with ours. AIM and its affiliates may determine that an investment is appropriate both for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, AIM may determine that we should invest on a side-by-side basis with one or more other funds. We make all such investments subject to compliance with applicable regulations and interpretations, and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the terms of the exemptive order (the “Order”) we received from the SEC permitting us to do so. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board of Directors’ approved criteria. In certain situations where co-investment with one or more funds managed by AIM or its affiliates is not covered by the Order, the personnel of AIM or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of our affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.

Apollo Investment Administration, LLC (the “Administrator” or “AIA”), an affiliate of AGM, provides, among other things, administrative services and facilities for the Company. In addition to furnishing us with office facilities, equipment, and clerical, bookkeeping and recordkeeping services, AIA also oversees our financial records as well as prepares our reports to stockholders and reports filed with the SEC. AIA also performs the calculation and publication of our net asset value, the payment of our expenses and oversees the performance of various third-party service providers and the preparation and filing of our tax returns. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

Investments

Our investment objective is to generate current income and capital appreciation. We invest primarily in various forms of debt investments, including secured and unsecured debt, loan investments, and/or equity in private middle-market companies. We may also invest in the securities of public companies and in structured products and other investments such as collateralized loan obligations (“CLOs”) and credit-linked notes (“CLNs”). Our portfolio is comprised primarily of investments in debt, including secured and unsecured debt of private middle-market companies that, in the case of senior secured loans, generally are not broadly syndicated and whose aggregate tranche size is typically less than $250 million. Our portfolio also includes equity interests such as common stock, preferred stock, warrants or options.

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, and the competitive environment for the types of investments we make. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of June 30, 2019 , non-qualifying assets represented approximately 16.3% of the total assets of the Company.

Revenue

We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of mezzanine or senior secured loans, generally have a stated term of five to ten years and bear interest at a fixed rate or a floating rate usually determined on the basis of a benchmark, such as the London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offered Rate (“EURIBOR”), the federal funds rate, or the prime rate. Interest on debt securities is generally payable quarterly or semiannually and while U.S. subordinated debt and corporate notes typically accrue interest at fixed rates, some of our investments may include zero coupon and/or step-up bonds that accrue income on a constant yield to call or maturity basis. In addition, some of our investments provide for payment-in-kind (“PIK”) interest or dividends. Such amounts of accrued PIK interest or dividends are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

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Expenses

For all investment professionals of AIM and their staff, when and to the extent engaged in providing investment advisory and management services to us, the compensation and routine overhead expenses of that personnel which is allocable to those services are provided and paid for by AIM. We bear all other costs and expenses of our operations and transactions, including those relating to:


•	investment advisory and management fees;


•	expenses incurred by AIM payable to third parties, including agents, consultants or other advisors, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;


•	calculation of our net asset value (including the cost and expenses of any independent valuation firm);


•	direct costs and expenses of administration, including independent registered public accounting and legal costs;


•	costs of preparing and filing reports or other documents with the SEC;


•	interest payable on debt, if any, incurred to finance our investments;


•	offerings of our common stock and other securities;


•	registration and listing fees;


•	fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments;


•	transfer agent and custodial fees;


•	taxes;


•	independent directors’ fees and expenses;


•	marketing and distribution-related expenses;


•	the costs of any reports, proxy statements or other notices to stockholders, including printing and postage costs;


•	our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;


•	organizational costs; and


•	all other expenses incurred by us or the Administrator in connection with administering our business, such as our allocable portion of overhead under the administration agreement, including rent and our allocable portion of the cost of our Chief Financial Officer, Chief Legal Officer and Chief Compliance Officer and their respective staffs.

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks, and offerings of our securities relative to comparative periods, among other factors.

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Portfolio and Investment Activity

Our portfolio and investment activity during the three months ended June 30, 2019 and 2018 was as follows:



	Three Months Ended June 30,
(in millions)*	2019			2018
Investments made in portfolio companies	$	435.3		$	359.0
Investments sold	(9.6		)	(14.8		)
Net activity before repaid investments	425.7			344.1
Investments repaid	(210.7		)	(93.8		)
Net investment activity	$	215.0		$	250.3

Portfolio companies at beginning of period	113			90
Number of new portfolio companies	21			7
Number of exited portfolio companies	(5		)	(1		)
Portfolio companies at end of period	129			96

Number of investments made in existing portfolio companies	30			20

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*	Totals may not foot due to rounding.

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Our portfolio composition and weighted average yields as of June 30, 2019 and March 31, 2019 were as follows:



	June 30, 2019			March 31, 2019
Portfolio composition, at fair value:
First lien secured debt	69		%	66		%
Second lien secured debt	21		%	23		%
Total secured debt	90		%	89		%
Unsecured debt	—			—
Structured products and other	2		%	2		%
Preferred equity	1		%	1		%
Common equity/interests and warrants	7		%	8		%
Weighted average yields, at amortized cost (1):
First lien secured debt (2)	9.3		%	9.9		%
Second lien secured debt (2)	11.3		%	11.4		%
Secured debt portfolio (2)	9.8		%	10.2		%
Unsecured debt portfolio (2)	—			—
Total debt portfolio (2)	9.8		%	10.2		%
Total portfolio (3)	9.2		%	9.6		%
Interest rate type, at fair value (4) :
Fixed rate amount	—			—
Floating rate amount		$1.8	billion		$1.5	billion
Fixed rate, as percentage of total	1		%	0		%
Floating rate, as percentage of total	99		%	100		%
Interest rate type, at amortized cost (4) :
Fixed rate amount	—			—
Floating rate amount		$1.8	billion		$1.5	billion
Fixed rate, as percentage of total	1		%	0		%
Floating rate, as percentage of total	99		%	100		%

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(1)	An investor’s yield may be lower than the portfolio yield due to sales loads and other expenses.


(2)	Exclusive of investments on non-accrual status.


(3)	Inclusive of all income generating investments, non-income generating investments and investments on non-accrual status.


(4)	The interest rate type information is calculated using the Company’s corporate debt portfolio and excludes aviation, oil and gas, structured credit, renewables, shipping, commodities and investments on non-accrual status.

Since the initial public offering of Apollo Investment in April 2004 and through June 30, 2019 , invested capital totaled $19.8 billion in 499 portfolio companies. Over the same period, Apollo Investment completed transactions with more than 100 different financial sponsors.

Recent Developments

On July 12, 2019, Apollo Investment Corporation notified U.S. Bank National Association, the trustee (the “Trustee”) for the Company’s 6.875% Senior Notes due 2043 (the “Notes”), of the Company’s election to redeem the $150,000,000 aggregate principal amount of the Notes outstanding, and instructed the Trustee to provide notice of such redemption to the holders of the Notes in accordance with the terms of the indenture governing the Notes. The Company expects the redemption to be completed on August 12, 2019. Following the redemption, none of the Notes will remain outstanding.

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, gains and losses. Changes in the economic environment, financial markets, credit worthiness of portfolio companies and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our critical accounting policies are further described in the notes to the financial statements.

Fair Value Measurements

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 3: Unobservable inputs for the asset or liability.

As of June 30, 2019 , $2.43 billion or 92.6% of the Company’s investments were classified as Level 3. The high proportion of Level 3 investments relative to our total investments is directly related to our investment philosophy and target portfolio, which consists primarily of long-term secured debt, as well as unsecured and mezzanine positions of private middle-market companies. A fundamental difference exists between our investments and those of comparable publicly traded fixed income investments, namely high-yield bonds, and this difference affects the valuation of our private investments relative to comparable publicly traded instruments.

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Senior secured loans, or senior loans, are higher in the capital structure than high-yield bonds, and are typically secured by assets of the borrowing company. This improves their recovery prospects in the event of default and affords senior loans a structural advantage over high-yield bonds. Many of the Company’s investments are also privately negotiated and contain covenant protections that limit the issuer to take actions that could harm us as a creditor. High-yield bonds typically do not contain such covenants.

Given the structural advantages of capital seniority and covenant protection, the valuation of our private debt portfolio is driven more by investment specific credit factors than movements in the broader debt capital markets. Each security is evaluated individually and as indicated below, we value our private investments based upon a multi-step valuation process, including valuation recommendations from independent valuation firms.

Investment Valuation Process

Under procedures established by our Board of Directors, we value investments, including certain secured debt, unsecured debt, and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker, primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such investments. Investments purchased within 15 business days before the valuation date and debt investments with remaining maturities of 60 days or less may each be valued at cost with interest accrued or discount amortized to the date of maturity (although they are typically valued at available market quotations), unless such valuation, in the judgment of our Investment Adviser, does not represent fair value. In this case, such investments shall be valued at fair value as determined in good faith by or under the direction of our Board of Directors, including using market quotations where available. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our Board of Directors. Such determination of fair values may involve subjective judgments and estimates.


1.	Our quarterly valuation process begins with each investment being initially valued by the investment professionals of our Investment Adviser who are responsible for the portfolio company.


2.	Preliminary valuation conclusions are then documented and discussed with senior management of our Investment Adviser.


3.	Independent valuation firms are engaged by our Board of Directors to conduct independent appraisals by reviewing our Investment Adviser’s preliminary valuations and then making their own independent assessment.


4.	The Audit Committee of the Board of Directors reviews the preliminary valuation of our Investment Adviser and the valuation prepared by the independent valuation firms and responds, if warranted, to the valuation recommendation of the independent valuation firms.


5.	The Board of Directors discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of our Investment Adviser, the applicable independent valuation firm, and the Audit Committee of the Board of Directors.


6.	For Level 3 investments entered into within the last 15 business days of the current quarter-end period, the purchase price or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.

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Investments determined by these valuation procedures which have a fair value of less than $1 million during the prior fiscal quarter may be valued based on inputs identified by the Investment Adviser without the necessity of obtaining valuation from an independent valuation firm, if once annually an independent valuation firm using the procedures described herein provides a valuation. Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered in the valuation process of independent valuation firms. During the three months ended June 30, 2019 , there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Investment Income Recognition

The Company records interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Some of our loans and other investments, including certain preferred equity investments, may have contractual PIK interest or dividends. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. Certain PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company believes that PIK is expected to be realized.

Loan origination fees, original issue discount (“OID”), and market discounts are capitalized and accreted into interest income over the respective terms of the applicable loans using the effective interest method or straight-line, as applicable. Upon the prepayment of a loan, prepayment premiums, any unamortized loan origination fees, OID, or market discounts are recorded as interest income. Other income generally includes amendment fees, administrative fees, management fees, bridge fees, and structuring fees which are recorded when earned.

The Company records as dividend income the accretable yield from its beneficial interests in structured products such as CLOs based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. Such assumptions include the rate and timing of principal and interest receipts (which may be subject to prepayments and defaults) of the underlying pools of assets. These assumptions are updated on at least a quarterly basis to reflect changes related to a particular security, actual historical data, and market changes. A structured product investment typically has an underlying pool of assets. Payments on structured product investments are payable solely from the cash flows from such assets. As such any unforeseen event in these underlying pools of assets might impact the expected recovery and future accrual of income.

Expenses

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Net Realized Gains (Losses) and Net Change in Unrealized Gains (Losses)

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized gains or losses previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized gain (loss) reflects the net change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gains or losses.

Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

Results of Operations

Operating results for the three months ended June 30, 2019 and 2018 were as follows:



	Three Months Ended June 30,
(in millions)*	2019			2018
Investment Income
Interest income (excluding Payment-in-kind (“PIK”) interest income)	$	59.6		$	53.9
Dividend income	0.4			5.6
PIK interest income	5.6			2.7
Other income	0.9			1.4
Total investment income	$	66.5		$	63.6
Expenses
Management and performance-based incentive fees, net of amounts waived	$	9.5		$	14.4
Interest and other debt expenses, net of reimbursements	17.4			13.5
Administrative services expense, net of reimbursements	1.7			1.6
Other general and administrative expenses	3.3			2.5
Net Expenses	$	32.0		$	32.0
Net Investment Income	$	34.5		$	31.5
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses)	$	1.3		$	(23.2	)
Net change in unrealized gains (losses)	(12.0		)	4.9
Net Realized and Change in Unrealized Gains (Losses)	(10.7		)	(18.3		)
Net Increase in Net Assets Resulting from Operations	$	23.8		$	13.3

Net Investment Income on Per Average Share Basis (1)	$	0.50		$	0.44
Earnings per share — basic (1)	$	0.35		$	0.18

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*	Totals may not foot due to rounding.


(1)	Based on the weighted average number of shares outstanding for the period presented.

Total Investment Income

The increase in total investment income for the three months ended June 30, 2019 compared to the three months ended June 30, 2018 was primarily driven by the increase in total interest income (including PIK) of $8.6 million . The increase in total interest income (including PIK) was due to a higher income-bearing investment portfolio and the recognition of $4.1 million of PIK income for the three months ended June 30, 2019 from a investment that was restored to accrual status after being on non-accrual status. Further, there was an increase in prepayment fees and income recognized from the acceleration of discount, premium, or deferred fees on repaid investments which totaled $2.8 million and $0.9 million for the three months ended June 30, 2019 and three months ended June 30, 2018 , respectively.This was partially offset by a decrease in overall yield for the total debt portfolio to 9.8% from 10.7%. The decrease in dividend income was due to a decrease in dividends received from Merx Aviation Finance, LLC and MSEA Tankers LLC. Furthermore, there was a decrease in other income of $0.5 million due to lower structuring fees and syndication fees.

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Net Expenses

The decrease in net expenses for the three months ended June 30, 2019 compared to the three months ended June 30, 2018 was primarily driven by the decrease in management and performance-based incentive fees (net of amounts waived) of $4.9 million . This decrease in management and performance-based incentive fees (net of amounts waived) was due to lower performance based incentive fees from a total return based fee that became effective January 1, 2019. No performance based incentive fees were accrued for the three months ended June 30, 2019 compared to $5.6 million for the three months ended June 30, 2018 . Furthermore, management fees (net of amounts waived) increased to $9.5 million for the three months ended June 30, 2019 compared to $8.8 million for the three months ended June 30, 2018 due to higher average gross assets. The decrease in net expenses was partially offset by the increase in interest and other debt expenses of $4.0 million which was attributed to the change in the average debt outstanding and net leverage from $0.93 billion and 0.78x, respectively during the three months ended June 30, 2018 , to $1.25 billion and 1.03x, respectively during the three months ended June 30, 2019 .

Net Realized Gains (Losses)

During the three months ended June 30, 2019 , we recognized gross realized gains of $1.3 million and gross realized losses of $0.0 million , resulting in net realized gains of $1.3 million . Significant realized gains (losses) for the three months ended June 30, 2019 are summarized below:



(in millions)	Net Realized Gain (Loss)
SquareTwo (CA Holdings, Collect America, Ltd.)	$	1.1

During the three months ended June 30, 2018, we recognized gross realized gains of $0.1 million and gross realized losses of $23.3 million, resulting in net realized losses of $23.2 million. Significant realized gains (losses) for the three months ended June 30, 2018 are summarized below:



(in millions)	Net Realized Gain (Loss)
Access CIG, LLC	$	0.1
Accelerate Parent Corp. (American Tire)	(10.1		)

Net Change in Unrealized Gains (Losses)

During the three months ended June 30, 2019 , we recognized gross unrealized gains of $12.8 million and gross unrealized losses of $24.8 million , including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $12.0 million . Significant changes in unrealized gains (losses) for the three months ended June 30, 2019 are summarized below:



(in millions)	Net Change in Unrealized Gain (Loss)
Sprint Industrial Holdings, LLC	$	2.3
Merx Aviation Finance, LLC	1.4
SHD Oil & Gas, LLC	(7.7		)
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)	(4.1		)
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.)	(2.7		)
CT Technologies Intermediate Holdings, Inc	(1.4		)

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During the three months ended June 30, 2018, we recognized gross unrealized gains of $23.6 million and gross unrealized losses of $18.7 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $4.9 million. Significant changes in unrealized gains (losses) for the three months ended June 30, 2018 are summarized below:



(in millions)	Net Change in Unrealized Gain (Loss)
Merx Aviation Finance, LLC	$	9.6
SHD Oil & Gas, LLC	4.7
Sprint Industrial Holdings, LLC	1.6
Skyline Data, News and Analytics LLC (Dodge)	1.1
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.)	(4.3		)
Accelerate Parent Corp. (American Tire)	(2.5		)
Dynamic Product Tankers (Prime), LLC	(1.4		)
Solarplicity Group Limited (f/k/a AMP Solar UK)	(1.1		)
BioClinica Holding I, LP	(1.0		)

Liquidity and Capital Resources

The Company’s liquidity and capital resources are generated and generally available through periodic follow-on equity and debt offerings, our Senior Secured Facility (as defined in Note 8 to the financial statements), our senior secured notes, our senior unsecured notes, investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and repayments of senior and subordinated loans and income earned from investments.

Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents (See Note 2 to the financial statements.) At the end of each fiscal quarter, we consider taking proactive steps utilizing cash equivalents with the objective of enhancing our investment flexibility during the following quarter, pursuant to Section 55 of the 1940 Act. More specifically, we may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically close out that position on the following business day, settling the sale transaction on a net cash basis with the purchase, subsequent to quarter end. Apollo Investment may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our Senior Secured Facility, as we deem appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined.

Debt

See Note 8 to the financial statements for information on the Company’s debt.

The following table shows the contractual maturities of our debt obligations as of June 30, 2019 :



	Payments Due by Period
(in millions)	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
Senior Secured Facility (1)	$	859.5	$	—	$	—	$	859.5	$	—
2025 Notes	350.0		—		—		—		350.0
2043 Notes	150.0		—		—		—		150.0
Total Debt Obligations	$	1,359.5	$	—	$	—	$	859.5	$	500.0

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(1)	As of June 30, 2019 , aggregate lender commitments under the Senior Secured Facility totaled $1.71 billion and $844.3 million of unused capacity. As of June 30, 2019 , there were $6.2 million of letters of credit issued under the Senior Secured Facility as shown as part of total commitments in Note 10 to the financial statements.

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Stockholders’ Equity

See Note 9 to the financial statements for information on the Company’s public offerings and share repurchase plans.

Distributions

Distributions paid to stockholders during the three months ended June 30, 2019 and 2018 totaled $31.0 million ($0.45 per share) and $32.4 million ($0.45 per share), respectively. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. Although the tax character of distributions paid to stockholders through June 30, 2019 may include return of capital, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ended March 31, 2020 . Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Our quarterly distributions, if any, will be determined by our Board of Directors.

To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. Although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment. Currently, we have substantial net capital loss carryforwards and consequently do not expect to generate cumulative net capital gains in the foreseeable future.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare dividends if we default under certain provisions or fail to satisfy certain other conditions. If we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual PIK, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may not be able to meet the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC.

With respect to the distributions to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders.

PIK Income

For the three months ended June 30, 2019 and 2018, PIK income totaled $5.6 million and $2.7 million on total investment income of $66.5 million and $63.6 million , respectively. In order to maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders annually in the form of distributions, even though the Company has not yet collected the cash. See Note 5 to the financial statements for more information on the Company’s PIK income.

Related Party Transactions

See Note 3 to the financial statements for information on the Company’s related party transactions.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. During the three months ended June 30, 2019 , many of the loans in our portfolio had floating interest rates. These loans are usually based on LIBOR and typically have durations of one to six months after which they reset to current market interest rates. The Company also has a Senior Secured Facility that is based on LIBOR rates.

The following table shows the estimated annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for variable rate instruments) to our loan portfolio and outstanding debt as of June 30, 2019 , assuming no changes in our investment and borrowing structure:



Basis Point Change	Net Investment Income			Net Investment Income Per Share
Up 200 basis points	$	15.6	million	$	0.230
Up 100 basis points	7.8		million	0.115
Down 100 basis points	(7.7		) million	(0.113		)
Down 200 basis points	(7.7		) million	(0.114		)

We may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2019 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s 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. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Control Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the first fiscal quarter of 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we do not expect that the resolution of these matters if they arise would materially affect our business, financial condition or results of operations, resolution will be subject to various uncertainties and could result in the expenditure of significant financial and managerial resources.

On May 20, 2013, the Company was named as a defendant in a complaint by the bankruptcy trustee of DSI Renal Holdings and related companies (“DSI”). The complaint alleges, among other things, that the Company participated in a “fraudulent conveyance” involving a restructuring and subsequent sale of DSI in 2010 and 2011. The complaint seeks, jointly and severally from all defendants, (1) damages of approximately $425 million, of which the Company’s share would be approximately $41 million, and the return of 9,000 shares of common stock of DSI obtained by the Company in the restructuring and sale and (2) punitive damages. At this point in time, the Company is unable to assess whether it may have any liability in this action. On July 20, 2017, the United States Bankruptcy Court for the District of Delaware, where the action is pending, granted in part and denied in part the Company’s (and other defendants’) motion to dismiss the complaint. Discovery has concluded, and on April 30, 2019, defendants (including the Company) filed motions for partial summary judgment. No trial date has been set. The Company has not made any determination that this action is or may be material to the Company and intends to vigorously defend itself.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2019 , which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities



Date of Agreement/Amendment	Maximum Cost of Shares That May Be Repurchased			Cost of Shares Repurchased			Remaining Cost of Shares That May Be Repurchased
August 5, 2015	$	50.0	million	$	50.0	million	$	—
December 14, 2015	50.0		million	50.0		million	—
September 14, 2016	50.0		million	50.0		million	—
October 30, 2018	50.0		million	36.1		million	13.9		million
February 6, 2019	50.0		million	—		million	50.0		million
Total as of June 30, 2019	$	250.0	million	$	186.1	million	$	63.9	million

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Under the Repurchase Plans described above, the Company allocated the following amounts to be repurchased in accordance with SEC Rule 10b5-1 (the “10b5-1 Repurchase Plans”):



Effective Date	Termination Date	Amount Allocated to 10b5-1 Repurchase Plans
September 15, 2015	November 5, 2015	$	5.0	million
January 1, 2016	February 5, 2016	10.0		million
April 1, 2016	May 19, 2016	5.0		million
July 1, 2016	August 5, 2016	15.0		million
September 30, 2016	November 8, 2016	20.0		million
January 4, 2017	February 6, 2017	10.0		million
March 31, 2017	May 19, 2017	10.0		million
June 30, 2017	August 7, 2017	10.0		million
October 2, 2017	November 6, 2017	10.0		million
January 3, 2018	February 8, 2018	10.0		million
June 18, 2018	August 9, 2018	10.0		million
September 17, 2018	October 31, 2018	10.0		million
December 12, 2018	February 7, 2019	10.0		million
February 25, 2019	May 17, 2019	25.0		million
March 18, 2019	May 17, 2019	10.0		million
June 4, 2019	August 7, 2019	25.0		million
June 17, 2019	August 7, 2019	20.0		million

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The following table presents information with respect to the Company’s purchases of its common stock since adoption of the Repurchase Plans through June 30, 2019 :



Month	Total Number of Shares Purchased	Average Price Paid Per Share*		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans
August 2015	510,000	$	19.71	510,000	$	40.0	million
September 2015	603,466	18.46		603,466	28.8		million
November 2015	1,116,666	18.10		1,116,666	8.6		million
December 2015	627,443	17.58		627,443	47.6		million
January 2016	670,708	14.91		670,708	37.6		million
June 2016	362,933	16.73		362,933	31.5		million
July 2016	16,491	16.53		16,491	31.2		million
August 2016	596,294	17.67		596,294	20.7		million
September 2016	411,523	18.13		411,523	63.2		million
October 2016	527,417	17.82		527,417	53.8		million
November 2016	239,289	17.45		239,289	49.6		million
August 2017	33,333	17.96		33,333	49.0		million
September 2017	186,767	17.98		186,767	45.7		million
October 2017	144,867	17.96		144,867	43.1		million
November 2017	64,500	17.79		64,500	41.9		million
December 2017	50,100	17.89		50,100	41.0		million
January 2018	577,386	17.32		577,386	31.0		million
February 2018	70,567	16.23		70,567	29.9		million
May 2018	263,667	17.12		263,667	25.4		million
June 2018	198,601	16.94		198,601	22.0		million
July 2018	8,867	16.75		8,867	21.9		million
August 2018	502,767	17.11		502,767	13.3		million
September 2018	444,467	16.54		444,467	5.9		million
October 2018	160,800	16.46		160,800	53.3		million
November 2018	595,672	15.81		595,672	43.9		million
December 2018	741,389	13.49		741,359	33.9		million
February 2019	19,392	15.16		19,392	83.6		million
March 2019	291,426	15.40		291,426	79.1		million
April 2019	44,534	15.23		44,534	78.4		million
May 2019	298,026	15.93		298,026	73.6		million
June 2019	607,073	15.97		607,073	63.9		million
Total	10,986,431	$	16.93	10,986,401

____________________

* The average price per share is inclusive of commissions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

(a) Exhibits



3.1(a)	Articles of Amendment (1)
3.1(b)	Articles of Amendment and Restatement (2)
3.1(c)	Articles of Amendment (4)
3.1(d)	Articles of Amendment (5)
3.2	Fifth Amended and Restated Bylaws (3)
10.1	Third Amended and Restated Investment Advisory Management Agreement (6)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*

_________________________


*	Filed herewith.


(1)	Incorporated by reference from the Registrant’s pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, as Form N-2, filed on June 20, 2005.


(2)	Incorporated by reference from the Registrant’s post-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on August 14, 2006.


(3)	Incorporated by reference to Exhibit 3.2 as applicable, to the Registrant’s Form 8-K, filed on May 18, 2018.


(4)	Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on December 3, 2018


(5)	Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on July 22, 2019.


(6)	Incorporated by reference to Exhibit 10.1 as applicable, to the Registrant’s Form 8-K, filed on August 10, 2018.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on August 6, 2019 .



	APOLLO INVESTMENT CORPORATION

	By:	/s/ HOWARD WIDRA
	Howard Widra
	Chief Executive Officer

	By:	/s/ GREGORY W. HUNT
	Gregory W. Hunt
	Chief Financial Officer and Treasurer

	By:	/s/ AMIT JOSHI
	Amit Joshi
	Chief Accounting Officer and Assistant Treasurer

TABLE OF CONTENTS

Part I. Financial Informationprint Item 1. Financial Statementsprint Note 1. Organizationprint Note 2. Significant Accounting Policiesprint Note 3. Related Party Agreements and Transactionsprint Note 4. Earnings Per Shareprint Note 5. Investmentsprint Note 6. Derivative Instrumentsprint Note 7. Offsetting Assets and Liabilitiesprint Note 8. Debt and Foreign Currency Transactions and Translationsprint Note 9. Stockholders Equityprint Note 10. Commitments and Contingenciesprint Note 11. Financial Highlightsprint Note 12. Subsequent Eventsprint Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II. Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 3. Defaults Upon Senior Securitiesprint Item 4. Mine Safety Disclosuresprint Item 5. Other Informationprint Item 6. Exhibitsprint

Exhibits

3.1(a) Articles of Amendment (1) 3.1(b) Articles of Amendment and Restatement (2) 3.1(c) Articles of Amendment (4) 3.1(d) Articles of Amendment (5) 3.2 Fifth Amended and Restated Bylaws (3) 10.1 Third Amended and Restated Investment Advisory Management Agreement (6) 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*

MFIC 10-Q Quarter ended June 30, 2019

Exhibits