10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 OR

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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-35107

APOLLO GLOBAL MANAGEMENT, LLC

(Exact name of Registrant as specified in its charter)

Delaware	20-8880053
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9 West 57th Street, 43rd Floor

New York, New York 10019

(Address of principal executive offices) (Zip Code)

(212) 515-3200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x  No  ¨

Indicate by check mark whether the registrant has submitted electronically 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  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	T	Accelerated filer	¨
Non-accelerated filer	o  (Do not check if a smaller reporting company)	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  T

As of May 5, 2016 there were 183,401,191 Class A shares and 1 Class B share outstanding.

	TABLE OF CONTENTS
		Page
PART I	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS
	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Statements of Financial Condition (Unaudited) as of March 31, 2016 and December 31, 2015	8
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2016 and 2015	9
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three Months Ended March 31, 2016 and 2015	10
	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the Three Months Ended March 31, 2016 and 2015	11
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2016 and 2015	12
	Notes to Condensed Consolidated Financial Statements (Unaudited)	13
ITEM 1A.	UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION	62
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	64
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	111
ITEM 4.	CONTROLS AND PROCEDURES	114
PART II	OTHER INFORMATION	115
ITEM 1.	LEGAL PROCEEDINGS	115
ITEM 1A.	RISK FACTORS	115
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	115
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	116
ITEM 4.	MINE SAFETY DISCLOSURES	116
ITEM 5.	OTHER INFORMATION	116
ITEM 6.	EXHIBITS	117
SIGNATURES

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Forward-Looking Statements

This quarterly report may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, discussions related to Apollo’s expectations regarding the performance of its business, liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this quarterly report, the words “believe,” “anticipate,” “estimate,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to our dependence on certain key personnel, our ability to raise new private equity, credit or real estate funds, market conditions generally, our ability to manage our growth, fund performance, changes in our regulatory environment and tax status, the variability of our revenues, net income and cash flow, our use of leverage to finance our businesses and investments by our funds and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 29, 2016 (the “2015 Annual Report”); as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this quarterly report and in our other filings. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Terms Used in This Report

In this quarterly report, references to “Apollo,” “we,” “us,” “our” and the “Company” refer collectively to Apollo Global Management, LLC, a Delaware limited liability company, and its subsidiaries, including the Apollo Operating Group and all of its subsidiaries, or as the context may otherwise require;

“AMH” refers to Apollo Management Holdings, L.P., a Delaware limited partnership, that is an indirect subsidiary of Apollo Global Management, LLC;

“Apollo funds”, “our funds” and references to the “funds” we manage, refer to the funds (including the parallel funds and alternative investment vehicles of such funds), partnerships, accounts, including strategic investment accounts or “SIAs,” alternative asset companies and other entities for which subsidiaries of the Apollo Operating Group provide investment management or advisory services;

“Apollo Operating Group” refers to (i) the limited partnerships through which our Managing Partners currently operate our businesses and (ii) one or more limited partnerships formed for the purpose of, among other activities, holding certain of our gains or losses on our principal investments in the funds, which we refer to as our “principal investments”;

“Assets Under Management”, or “AUM”, refers to the assets we manage or advise for the funds, partnerships and accounts to which we provide investment management or advisory services, including, without limitation, capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our AUM equals the sum of:

(i) the fair value of the investments of the private equity funds, partnerships and accounts we manage or advise plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments;

(ii) the net asset value, or “NAV,” of the credit funds, partnerships and accounts for which we provide investment management or advisory services, other than certain collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”), which have a fee-generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments;

(iii) the gross asset value or net asset value of the real estate funds, partnerships and accounts we manage, and the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, which includes the leverage used by such structured portfolio company investments;

(iv) the incremental value associated with the reinsurance investments of the portfolio company assets we manage or advise; and

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

Our AUM measure includes Assets Under Management for which we charge either no or nominal fees. In addition our AUM measure includes certain assets for which we do not have investment discretion. Our definition of AUM is not based on any definition of Assets Under Management contained in our operating agreement or in any of our Apollo fund management agreements. We consider multiple factors for determining what should be included in our definition of AUM. Such factors include but are not limited to (1) our ability to influence the investment decisions for existing and available assets; (2) our ability to generate income from the underlying assets in our funds; and (3) the AUM measures that we use internally or believe are used by other investment managers. Given the differences in the investment strategies and structures among other alternative investment managers, our calculation of AUM may differ from the calculations employed by other investment managers and, as a result, this measure may not be directly comparable to similar measures presented by other investment managers. Our calculation also differs from the manner in which our affiliates registered with the SEC report “Regulatory Assets Under Management” on Form ADV and Form PF in various ways;

“Fee-Generating AUM” consists of assets we manage or advise for the funds, partnerships and accounts to which we provide investment management or advisory services and on which we earn management fees, monitoring fees pursuant to management or other fee agreements on a basis that varies among the Apollo funds, partnerships and accounts we manage or advise. Management fees are normally based on “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted cost of all unrealized portfolio investments,” “capital commitments,” “adjusted assets,” “stockholders’ equity,” “invested capital” or “capital contributions,” each as defined in the applicable management agreement. Monitoring fees, also referred to as advisory fees, with respect to the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, are generally based on the total value of such structured portfolio company investments, which normally includes leverage, less any portion of such total value that is already considered in Fee-Generating AUM;

“Non-Fee-Generating AUM” refers to AUM that does not produce management fees or monitoring fees. This measure generally includes the following:

(i) fair value above invested capital for those funds that earn management fees based on invested capital;

(ii) net asset values related to general partner and co-investment interests;

(iii) unused credit facilities;

(iv) available commitments on those funds that generate management fees on invested capital;

(v) structured portfolio company investments that do not generate monitoring fees; and

(vi) the difference between gross asset and net asset value for those funds that earn management fees based on net asset value.

“Carry-Eligible AUM” refers to the AUM that may eventually produce carried interest income. All funds for which we are

entitled to receive a carried interest income allocation are included in Carry-Eligible AUM, which consists of the following:

(i) “Carry-Generating AUM”, which refers to invested capital of the funds, partnerships, and accounts we manage or advise, that is currently above its hurdle rate or preferred return, and profit of such funds, partnerships and accounts is being allocated to the general partner in accordance with the applicable limited partnership agreements or other governing agreements;

(ii) “AUM Not Currently Generating Carry”, which refers to invested capital of the funds, partnerships and accounts we manage or advise that is currently below its hurdle rate or preferred return; and

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(iii) “Uninvested Carry-Eligible AUM”, which refers to capital of the funds, partnerships and accounts we manage or advise that is available for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements, which capital is not currently part of the NAV or fair value of investments that may eventually produce carried interest income allocable to the general partner.

“AUM with Future Management Fee Potential”refers to the committed uninvested capital portion of total AUM not

currently earning management fees. The amount depends on the specific terms and conditions of each fund;

We use Non-Fee-Generating AUM combined with Fee-Generating AUM as a performance measure of our funds’ investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs. Non-Fee-Generating AUM includes assets on which we could earn carried interest income;

“capital deployed” or “deployment” is the aggregate amount of capital that has been invested during a given period (which may, in certain cases, include leverage) by (i) our drawdown funds, (ii) SIAs that have a defined maturity date and (iii) funds and SIAs in our real estate debt strategy;

“carried interest”, “carried interest income” and “incentive income” refer to interests granted to Apollo by an Apollo fund that entitle Apollo to receive allocations, distributions or fees which are based on the performance of such fund or its underlying investments;

“Contributing Partners” refer to those of our partners and their related parties (other than our Managing Partners) who indirectly beneficially own (through Holdings) Apollo Operating Group units;

“drawdown” refers tocommitment-based funds and certain SIAs in which investors make a commitment to provide capital at the formation of such funds and SIAs and deliver capital when called as investment opportunities become available. It includes assets of Athene Holding Ltd. (“Athene Holding”) and its subsidiaries (collectively “Athene”) managed by Athene Asset Management, L.P. (“Athene Asset Management” or “AAM”) that are invested in commitment-based funds;

“gross IRR” of a private equity fund represents the cumulative investment-related cash flows in the fund itself (and not any one investor in the fund) on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on March 31, 2016 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, carried interest and certain other fund expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors;

“gross IRR” of a credit fund represents the annualized return of a fund based on the actual timing of all cumulative fund cash flows before management fees, carried interest income allocated to the general partner and certain other fund expenses. Calculations may include certain investors that do not pay fees. The terminal value is the net asset value as of the reporting date. Non-U.S. dollar denominated (“USD”) fund cash flows and residual values are converted to USD using the spot rate as of the reporting date;

“gross IRR” of a real estate fund represents the cumulative investment-related cash flows in the fund itself (and not any one investor in the fund), on the basis of the actual timing of cash inflows and outflows (for unrealized investments assuming disposition on March 31, 2016 or other date specified) starting on the date that each investment closes, and the return is annualized and compounded before management fees, carried interest, and certain other fund expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date;

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

“Holdings” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership through which our Managing Partners and Contributing Partners indirectly beneficially own their interests in the Apollo Operating Group units;

“inflows” represents (i) at the individual segment level, subscriptions, commitments, and other increases in available capital, such as acquisitions or leverage, net of inter-segment transfers, and (ii) on an aggregate basis, the sum of inflows across the private equity, credit and real estate segments;

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“liquid/performing” includes CLOs and other performing credit vehicles, hedge fund style credit funds, structured credit funds and SIAs, as well as sub-advised managed accounts owned by or related to Athene. Certain commitment-based SIAs are included as the underlying assets are liquid;

“Managing Partners” refer to Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and, when used in reference to holdings of interests in Apollo or Holdings, includes certain related parties of such individuals;

“net IRR” of a private equity fund means the gross IRR, including returns for related parties which may not pay fees or carried interest, net of management fees, certain fund expenses (including interest incurred by the fund itself) and realized carried interest all offset to the extent of interest income, and measures returns on amounts that, if distributed, would be paid to investors of the fund.  To the extent that an Apollo private equity fund exceeds all requirements detailed within the applicable fund agreement, the estimated unrealized value is adjusted such that a percentage of up to 20.0% of the unrealized gain is allocated to the general partner of the fund, thereby reducing the balance attributable to fund investors.  Net IRR does not represent the return to any fund investor;

“net IRR” of a credit fund represents the annualized return of a fund after management fees, carried interest income allocated to the general partner and certain other fund expenses, calculated on investors that pay such fees. The terminal value is the net asset value as of the reporting date. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date;

“net IRR” of a real estate fund represents the cumulative cash flows in the fund (and not any one investor in the fund), on the basis of the actual timing of cash inflows received from and outflows paid to investors of the fund (assuming the ending net asset value as of March 31, 2016 or other date specified is paid to investors), excluding certain non-fee and non-carry bearing parties, and the return is annualized and compounded after management fees, carried interest, and certain other expenses (including interest incurred by the fund itself) and measures the returns to investors of the fund as a whole.  Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date;

“net return” of a credit or real estate fund represents the gross return after management fees, incentive fees allocated to the general partner, or other fees and expenses. Returns of Athene sub-advised portfolios and CLOs represent the gross or net returns on invested assets, which exclude cash. Returns over multiple periods are calculated by geometrically linking each period’s return over time;

“our manager” means AGM Management, LLC, a Delaware limited liability company that is controlled by our Managing Partners;

“permanent capital vehicles” refers to (a) assets that are managed by Athene Asset Management and another affiliate of Apollo that provides advisory services to Athene Deutschland and its subsidiaries (“Athene Germany”), (b) assets that are owned by or related to MidCap FinCo Limited (“MidCap”) and managed by Apollo Capital Management, L.P., (c) assets of publicly traded vehicles managed by Apollo such as AP Alternative Assets, L.P. (“AAA”), Apollo Investment Corporation (“AINV”), Apollo Commercial Real Estate Finance, Inc. (“ARI”), Apollo Residential Mortgage, Inc. (“AMTG”), Apollo Tactical Income Fund Inc. (“AIF”), and Apollo Senior Floating Rate Fund Inc. (“AFT”), in each case that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law and (d) a non-traded business development company sub-advised by Apollo. The investment management arrangements of AINV, AIF and AFT have one year terms, are reviewed annually and remain in effect only if approved by the boards of directors of such companies or by the affirmative vote of the holders of a majority of the outstanding voting shares of such companies, including in either case, approval by a majority of the directors who are not “interested persons” as defined in the Investment Company Act of 1940. In addition, the investment management arrangements of AINV, AIF and AFT may be terminated in certain circumstances upon 60 days’ written notice. The investment management arrangements of ARI and AMTG have one year terms and are reviewed annually by each company’s board of directors and may be terminated under certain circumstances by an affirmative vote of at least two-thirds of such company’s independent directors. The investment management arrangements between MidCap and Apollo Capital Management, L.P. and Athene and Athene Asset Management, may also be terminated under certain circumstances;

“private equity investments” refer to (i) direct or indirect investments in existing and future private equity funds managed or sponsored by Apollo, (ii) direct or indirect co-investments with existing and future private equity funds managed or sponsored by Apollo, (iii) direct or indirect investments in securities which are not immediately capable of resale in a public market that Apollo identifies but does not pursue through its private equity funds, and (iv) investments of the type described in (i) through (iii) above made by Apollo funds;

“Realized Value” refers to all cash investment proceeds received by the relevant Apollo fund, including interest and dividends, but does not give effect to management fees, expenses, incentive compensation or carried interest to be paid by such Apollo fund;

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“Remaining Cost” represents the initial investment of the general partner and limited partner investors in a fund, reduced for any return of capital distributed to date, excluding management fees, expenses, and any accrued preferred return;

“Strategic Investors” refer to the California Public Employees’ Retirement System, or “CalPERS,” and an affiliate of the Abu Dhabi Investment Authority, or “ADIA”;

“Total Invested Capital” refers to the aggregate cash invested by the relevant Apollo fund and includes capitalized costs relating to investment activities, if any, but does not give effect to cash pending investment or available for reserves;

“Total Value” represents the sum of the total Realized Value and Unrealized Value of investments;

“traditional private equity fund appreciation (depreciation)” refers to gain (loss) and income for the traditional private equity funds (i.e., Funds I-VIII, each as defined in the notes to the condensed consolidated financial statements) for the periods presented on a total return basis before giving effect to fees and expenses. The performance percentage is determined by dividing (a) the change in the fair value of investments over the period presented, minus the change in invested capital over the period presented, plus the realized income for the period presented, by (b) the beginning unrealized value for the period presented plus the change in invested capital for the period presented; and

“Unrealized Value” refers to the fair value consistent with valuations determined in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), for investments not yet realized and may include pay in kind, accrued interest and dividends receivable, if any.  In addition, amounts include committed and funded amounts for certain investments.

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APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

MARCH 31, 2016 AND DECEMBER 31, 2015

(dollars in thousands, except share data)

	March 31, 2016			December 31, 2015
Assets:
Cash and cash equivalents	$	542,483		$	612,505
Cash and cash equivalents held at consolidated funds	6,920			4,817
Restricted cash	5,356			5,700
Investments	1,133,559			1,154,749
Assets of consolidated variable interest entities:
Cash and cash equivalents	33,133			56,793
Investments, at fair value	963,793			910,566
Other assets	59,582			63,413
Carried interest receivable	490,403			643,907
Due from affiliates	261,903			247,835
Deferred tax assets	650,175			646,207
Other assets	96,476			95,844
Goodwill	88,852			88,852
Intangible assets, net	28,132			28,620
Total Assets	$	4,360,767		$	4,559,808
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	98,661		$	92,012
Accrued compensation and benefits	50,131			54,836
Deferred revenue	175,536			177,875
Due to affiliates	594,254			594,536
Profit sharing payable	257,504			295,674
Debt	1,046,012			1,025,255
Liabilities of consolidated variable interest entities:
Debt, at fair value	834,618			801,270
Other liabilities	74,032			85,982
Other liabilities	43,025			43,387
Total Liabilities	3,173,773			3,170,827
Commitments and Contingencies (see note 13)
Shareholders’ Equity:
Apollo Global Management, LLC shareholders’ equity:
Class A shares, no par value, unlimited shares authorized, 183,401,191 and 181,078,937 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively	—			—
Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at March 31, 2016 and December 31, 2015	—			—
Additional paid in capital	1,957,692			2,005,509
Accumulated deficit	(1,403,254		)	(1,348,384		)
Accumulated other comprehensive loss	(5,078		)	(7,620		)
Total Apollo Global Management, LLC shareholders’ equity	549,360			649,505
Non-Controlling Interests in consolidated entities	89,000			86,561
Non-Controlling Interests in Apollo Operating Group	548,634			652,915
Total Shareholders’ Equity	1,186,994			1,388,981
Total Liabilities and Shareholders’ Equity	$	4,360,767		$	4,559,808

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

(dollars in thousands, except share data)

	For the Three Months Ended March 31,
	2016			2015
Revenues:
Advisory and transaction fees from affiliates, net	$	7,999		$	9,543
Management fees from affiliates	233,795			224,889
Carried interest income (loss) from affiliates	(120,968		)	68,592
Total Revenues	120,826			303,024
Expenses:
Compensation and benefits:
Salary, bonus and benefits	97,234			87,633
Equity-based compensation	14,002			20,103
Profit sharing expense	(37,605		)	48,629
Total Compensation and Benefits	73,631			156,365
Interest expense	7,873			7,440
General, administrative and other	27,744			22,771
Professional fees	16,434			14,964
Occupancy	9,822			9,958
Placement fees	1,764			1,520
Depreciation and amortization	4,631			10,978
Total Expenses	141,899			223,996
Other Income (Loss):
Net gains (losses) from investment activities	(56,469		)	2,118
Net gains from investment activities of consolidated variable interest entities	1,319			1,328
Loss from equity method investments	(3,817		)	(1,061		)
Interest income	585			725
Other income (loss), net	(253		)	4,874
Total Other Income (Loss)	(58,635		)	7,984
Income (Loss) before income tax (provision) benefit	(79,708		)	87,012
Income tax (provision) benefit	5,147			(5,514		)
Net Income (Loss)	(74,561		)	81,498
Net (income) loss attributable to Non-Controlling Interests	41,733			(50,571		)
Net Income (Loss) Attributable to Apollo Global Management, LLC	$	(32,828	)	$	30,927
Distributions Declared per Class A Share	0.28			0.86
Net Income (Loss) Per Class A Share:
Net Income (Loss) Available to Class A Share – Basic	$	(0.19	)	$	0.09
Net Income (Loss) Available to Class A Share – Diluted	$	(0.19	)	$	0.09
Weighted Average Number of Class A Shares Outstanding – Basic	182,665,330			165,968,620
Weighted Average Number of Class A Shares Outstanding – Diluted	182,665,330			165,968,620

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

(dollars in thousands, except share data)

	For the Three Months Ended March 31,
	2016			2015
Net Income (Loss)	$	(74,561	)	$	81,498
Other Comprehensive Income (Loss), net of tax:
Allocation of currency translation adjustment of consolidated CLOs and funds (net of taxes of $0.6 million for Apollo Global Management, LLC for the three months ended March 31, 2016 and $0.0 million for Non-Controlling Interests in Apollo Operating Group for the three months ended March 31, 2016)	6,101			(10,207		)
Net gain from change in fair value of cash flow hedge instruments	26			26
Net loss on available-for-sale securities	(951		)	(33		)
Total Other Comprehensive Income (Loss), net of tax	5,176			(10,214		)
Comprehensive Income (Loss)	(69,385		)	71,284
Comprehensive (Income) Loss attributable to Non-Controlling Interests	39,099			(45,395		)
Comprehensive Income (Loss) Attributable to Apollo Global Management, LLC	$	(30,286	)	$	25,889

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

(dollars in thousands, except share data)

	Apollo Global Management, LLC Shareholders
	Class A Shares		Class B Shares	Additional Paid in Capital			Accumulated Deficit			Appropriated Partners’ Capital			Accumulated Other Comprehensive Loss			Total Apollo Global Management, LLC Shareholders’ Equity			Non- Controlling Interests in Consolidated Entities			Non- Controlling Interests in Apollo Operating Group			Total Shareholders’ Equity
Balance at January 1, 2015	163,046,554		1	$	2,254,283		$	(1,400,661	)	$	933,166		$	(306	)	$	1,786,482		$	3,222,195		$	934,784		$	5,943,461
Cumulative effect adjustment from adoption of accounting guidance	—		—	1,771			(3,350		)	(933,166		)	—			(934,745		)	(3,134,518		)	—			(4,069,263		)
Dilution impact of issuance of Class A shares	—		—	965			—			—			—			965			—			—			965
Capital increase related to equity-based compensation	—		—	17,383			—			—			—			17,383			—			—			17,383
Capital contributions	—		—	—			—			—			—			—			5,037			—			5,037
Distributions	—		—	(159,658		)	—			—			—			(159,658		)	(2,811		)	(191,311		)	(353,780		)
Payments related to deliveries of Class A shares for RSUs	4,640,825		—	2,451			—			—			—			2,451			—			—			2,451
Exchange of AOG Units for Class A shares	225,000		—	964			—			—			—			964			—			(964		)	—
Net income (loss)	—		—	—			30,927			(2,406		)	—			28,521			4,965			48,012			81,498
Allocation of currency translation adjustment of consolidated CLO entities	—		—	—			—			—			(2,610		)	(2,610		)	(7,597		)	—			(10,207		)
Change in cash flow hedge instruments	—		—	—			—			—			11			11			—			15			26
Net loss on available-for-sale securities (from equity method investment)	—		—	—			—			—			(33		)	(33		)	—			—			(33		)
Balance at March 31, 2015	167,912,379		1	$	2,118,159		$	(1,373,084	)	$	(2,406	)	$	(2,938	)	$	739,731		$	87,271		$	790,536		$	1,617,538
Balance at January 1, 2016	181,078,937		1	$	2,005,509		$	(1,348,384	)	$	—		$	(7,620	)	$	649,505		$	86,561		$	652,915		$	1,388,981
Dilution impact of issuance of Class A shares	—		—	190			—			—			—			190			—			—			190
Capital increase related to equity-based compensation	—		—	18,467			—			—			—			18,467			—			—			18,467
Capital contributions	—		—	—			—			—			—			—			33			—			33
Distributions	—		—	(53,555		)	—			—			—			(53,555		)	(2,249		)	(60,527		)	(116,331		)
Payments related to deliveries of Class A shares for RSUs and restricted shares	3,276,701		—	—			(22,042		)	—			—			(22,042		)	—			—			(22,042		)
Repurchase of Class A shares	(954,447	)	—	(12,919		)	—			—			—			(12,919		)	—			—			(12,919		)
Net income (loss)	—		—	—			(32,828		)	—			—			(32,828		)	2,035			(43,768		)	(74,561		)
Allocation of currency translation adjustment of consolidated CLOs and fund entities	—		—	—			—			—			3,481			3,481			2,620			—			6,101
Change in cash flow hedge instruments	—		—	—			—			—			12			12			—			14			26
Net loss on available-for-sale securities (from equity method investment)	—		—	—			—			—			(951		)	(951		)	—			—			(951		)
Balance at March 31, 2016	183,401,191		1	$	1,957,692		$	(1,403,254	)	$	—		$	(5,078	)	$	549,360		$	89,000		$	548,634		$	1,186,994

See accompanying notes to condensed consolidated financial statements.

- 11-

APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

(dollars in thousands, except share data)

	For the Three Months Ended March 31,
	2016			2015
Cash Flows from Operating Activities:
Net income (loss)	$	(74,561	)	$	81,498
Adjustments to reconcile net income to net cash provided by operating activities:
Equity-based compensation	14,002			20,103
Depreciation and amortization	4,631			10,978
Unrealized (gains) losses from investment activities	55,702			(1,761		)
Cash distributions of earnings from equity method investments	4,641			2,421
Loss from equity method investments	3,817			1,061
Deferred taxes, net	(4,296		)	17,260
Other non-cash amounts included in net income (loss), net	2,573			(17,402		)
Changes in assets and liabilities:
Carried interest receivable	153,504			1,081
Due from affiliates	(12,243		)	(10,578		)
Accounts payable and accrued expenses	6,649			7,215
Accrued compensation and benefits	(6,750		)	(6,952		)
Deferred revenue	(1,497		)	21,051
Due to affiliates	(282		)	(22,376		)
Profit sharing payable	(32,650		)	25,690
Changes in other assets and other liabilities, net	(2,011		)	(18,594		)
Apollo Funds related:
Net realized and unrealized gains from investing activities and debt	(2,341		)	(3,222		)
Change in cash held at consolidated variable interest entities	23,569			184,560
Purchases of investments	(118,974		)	(168,140		)
Proceeds from sale of investments and liquidating distributions	117,664			78,842
Changes in other assets and other liabilities, net	(6,953		)	(100,732		)
Net Cash Provided by Operating Activities	$	124,194		$	102,003
Cash Flows from Investing Activities:
Purchases of fixed assets	$	(2,309	)	$	(2,803	)
Purchase of investments	(24,597		)	—
Cash contributions to equity method investments	(42,649		)	(36,419		)
Cash distributions from equity method investments	10,447			7,287
Other investing activities	2,109			(9,918		)
Net Cash Used in Investing Activities	$	(56,999	)	$	(41,853	)
Cash Flows from Financing Activities:
Issuance of debt	18,446			—
Purchase of Class A shares	(12,919		)	—
Payments related to deliveries of Class A shares for RSUs	(22,042		)	—
Distributions paid	(53,555		)	(144,394		)
Distributions paid to Non-Controlling Interests in Apollo Operating Group	(60,527		)	(191,311		)
Other financing activities	(4,528		)	(5,289		)
Apollo Funds related:
Contributions from Non-Controlling Interests in consolidated variable interest entities	11			5,037
Net Cash Used in Financing Activities	$	(135,114	)	$	(335,957	)
Net Decrease in Cash and Cash Equivalents	(67,919		)	(275,807		)
Cash and Cash Equivalents, Beginning of Period	617,322			1,205,663
Cash and Cash Equivalents, End of Period	$	549,403		$	929,856
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	3,645		$	2,639
Interest paid by consolidated variable interest entities	6,168			5,775
Income taxes paid	1,327			1,860
Supplemental Disclosure of Non-Cash Investing Activities:
Non-cash contributions to equity method investments	$	—		$	31,347
Non-cash distributions from equity method investments	(1,114		)	(2,704		)
Supplemental Disclosure of Non-Cash Financing Activities:
Declared and unpaid distributions	$	—		$	(15,264	)
Capital increases related to equity-based compensation	18,467			17,383
Other non-cash financing activities	223			932
Adjustments related to exchange of Apollo Operating Group units:
Non-Controlling Interest in Apollo Operating Group	$	—		$	964

See accompanying notes to condensed consolidated financial statements.

- 12-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

1. ORGANIZATION AND BASIS OF PRESENTATION

Apollo Global Management, LLC (together with its consolidated subsidiaries, the “Company” or “Apollo”) is a global alternative investment manager whose predecessor was founded in 1990. Its primary business is to raise, invest and manage private equity, credit and real estate funds as well as strategic investment accounts, on behalf of pension, endowment and sovereign wealth funds, as well as other institutional and individual investors. For these investment management services, Apollo receives management fees generally related to the amount of assets managed, transaction and advisory fees and carried interest income related to the performance of the respective funds that it manages. Apollo has three primary business segments:

• Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments;

• Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed investments across the capital structure; and

• Real estate—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and instructions to the Quarterly Report on Form 10-Q. The condensed consolidated financial statements and these notes are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities (“VIEs”) and for which the Company is considered the primary beneficiary, and certain entities which are not considered VIEs but which the Company controls through a majority voting interest. Intercompany accounts and transactions, if any, have been eliminated upon consolidation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2015 included in the 2015 Annual Report.

Certain reclassifications, when applicable, have been made to the prior period’s condensed consolidated financial statements and notes to conform to the current period’s presentation and are disclosed accordingly.

Organization of the Company

The Company was formed as a Delaware limited liability company on July 3, 2007 and completed a reorganization of its predecessor businesses on July 13, 2007 (the “2007 Reorganization”). The Company is managed and operated by its manager, AGM Management, LLC, which in turn is indirectly wholly-owned and controlled by Leon Black, Joshua Harris and Marc Rowan, our Managing Partners.

As of March 31, 2016, the Company owned, through five intermediate holding companies that include APO Corp., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, APO Asset Co., LLC, a Delaware limited liability company that is a disregarded entity for U.S. federal income tax purposes, APO (FC), LLC, an Anguilla limited liability company that is treated as a corporation for U.S. federal income tax purposes, APO (FC II), LLC, an Anguilla limited liability company that is treated as a corporation for U.S. federal income tax purposes and APO UK (FC), Limited, a United Kingdom incorporated company that is treated as a corporation for U.S. federal income tax purposes (collectively, the “Intermediate Holding Companies”), 45.9% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group through its wholly-owned subsidiaries.

AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), is the entity through which the Managing Partners and certain of the Company’s other partners (the “Contributing Partners”) indirectly beneficially own interests in each of the partnerships that comprise the Apollo Operating Group (“AOG Units”). As of March 31, 2016, Holdings

- 13-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

owned the remaining 54.1% of the economic interests in the Apollo Operating Group. The Company consolidates the financial results of the Apollo Operating Group and its consolidated subsidiaries. Holdings’ ownership interest in the Apollo Operating Group is reflected as a Non-Controlling Interest in the accompanying condensed consolidated financial statements.

Pursuant to an exchange agreement between Apollo, Holdings and the other parties thereto (as amended, the “Exchange Agreement”), the holders of the AOG Units (and certain permitted transferees thereof) may, upon notice and subject to the applicable vesting and minimum retained ownership requirements, transfer restrictions and other terms of the Exchange Agreement, exchange their AOG Units for the Company’s Class A shares on a one-for-one basis a limited number of times each year, subject to customary conversion rate adjustments for splits, distributions and reclassifications. Pursuant to the Exchange Agreement, a holder of AOG Units must simultaneously exchange one partnership unit in each of the Apollo Operating Group partnerships to effectuate an exchange for one Class A share. As a holder exchanges its AOG Units, the Company’s indirect interest in the Apollo Operating Group is correspondingly increased.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The types of entities with which Apollo is involved generally include subsidiaries (e.g., general partners and management companies related to the funds the Company manages), entities that have all the attributes of an investment company (e.g., funds) and securitization vehicles (e.g., collateralized loan obligations). Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.

In February 2015, the Financial Accounting Standards Board (“FASB”) issued new consolidation guidance which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. During the second quarter of 2015, the Company elected to adopt this new guidance using the modified retrospective method, which resulted in an effective date of adoption of January 1, 2015. Amounts presented in the condensed consolidated financial statements for the three months ended March 31, 2015 have been adjusted from amounts previously disclosed for the three months ended March 31, 2015 to reflect the adoption of this accounting guidance as of January 1, 2015.

Pursuant to the new consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company doesn’t hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. Apollo factors in all economic interests including proportionate interests through related parties, to determine if fees are considered a variable interest. As Apollo’s interests in many of these entities are solely through carried interests, performance fees, and/or insignificant indirect interests through related parties, Apollo is not considered to have a variable interest in many of these entities under the new guidance and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a variable interest entity (“VIE”).

The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of Apollo’s funds may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities (“VOE”s) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.

Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest. Apollo does not consolidate those VOEs in which substantive kick-out rights have been granted to the unaffiliated investors to either dissolve the fund or remove the general partner.

Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it has a controlling financial interest in the VIE. When Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will still be deemed primary beneficiary if it is the party that is most closely associated with the VIE. When Apollo and its related parties not under common control in the aggregate have a controlling financial interest in the VIE then Apollo would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo.

Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, affiliates of Apollo or third

- 14-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.

Assets and liabilities of the consolidated VIEs are primarily shown in separate sections within the condensed consolidated statements of financial condition as of March 31, 2016 and December 31, 2015. For additional disclosures regarding VIEs, see note 4.

Deferred Revenue—Apollo earns management fees subject to the Management Fee Offset. When advisory and transaction fees are earned by the management company, the Management Fee Offset reduces the management fee obligation of the fund. When the management company receives cash for advisory and transaction fees, a certain percentage of such advisory and/or transaction fees, as applicable, is allocated as a credit to reduce future management fees, otherwise payable by such fund. Such credit is classified as deferred revenue in the condensed consolidated statements of financial condition. A portion of any excess advisory and transaction fees may be required to be returned to the limited partners of certain funds upon such fund’s liquidation. As the management fees earned by the management company are presented on a gross basis, any Management Fee Offsets calculated are presented as a reduction to advisory and transaction fees from affiliates in the condensed consolidated statements of operations.

Additionally, Apollo earns advisory fees pursuant to the terms of the advisory agreements with certain of the portfolio companies that are owned by the funds. When Apollo receives a payment from a portfolio company that exceeds the advisory fees earned at that point in time, the excess payment is classified as deferred revenue in the condensed consolidated statements of financial condition. The advisory agreements with the portfolio companies vary in duration and the associated fees are received monthly, quarterly or annually. Deferred revenue is reversed and recognized as revenue over the period that the agreed upon services are performed.

Under the terms of the funds’ partnership agreements, Apollo is normally required to bear organizational expenses over a set dollar amount and placement fees or costs in connection with the offering and sale of interests in the funds to investors. The placement fees are payable to placement agents, who are independent third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering and marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors, when a limited partner either commits or funds a commitment to a fund. In certain instances the placement fees are paid over a period of time. Based on the management agreements with the funds, Apollo considers placement fees and organizational costs paid in determining if cash has been received in excess of the management fees earned. Placement fees and organizational costs are normally the obligation of Apollo but can be paid for by the funds. When these costs are paid by the fund, the resulting obligations are included within deferred revenue. The deferred revenue balance will also be reduced during future periods when management fees are earned but not paid.

Investments, at Fair Value—The Company follows U.S. GAAP attributable to fair value measurements which, among other things, requires enhanced disclosures about investments that are measured and reported at fair value. Investments, at fair value represent investments of the consolidated funds, investments of the consolidated VIEs and certain financial instruments for which the fair value option has been elected. The unrealized gains and losses resulting from changes in the fair value are reflected as net gains (losses) from investment activities and net gains (losses) from investment activities of the consolidated VIEs in the condensed consolidated statements of operations. In accordance with U.S. GAAP, investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I—Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I include listed equities and listed derivatives. As required by U.S. GAAP, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.

Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These investments exhibit higher levels of liquid market observability as compared to Level III investments. The Company subjects broker quotes to various criteria in making the determination as to whether a particular investment would

- 15-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

qualify for treatment as a Level II investment. These criteria include, but are not limited to, the number and quality of broker quotes, the standard deviation of obtained broker quotes, and the percentage deviation from independent pricing services.

Level III—Pricing inputs are unobservable for the investment and includes situations where there is little observable market activity for the investment. The inputs into the determination of fair value may require significant management judgment or estimation. Investments that are included in this category generally include general and limited partner interests in corporate private equity and real estate funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs. When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II or Level III investment. These criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from independent pricing services.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment when the fair value is based on unobservable inputs.

In cases where an investment or financial instrument that is measured and reported at fair value is transferred between levels of the fair value hierarchy, the Company accounts for the transfer as of the end of the reporting period.

On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

Equity Method Investments—For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. The carrying amounts of equity method investments are reflected in investments in the condensed consolidated statements of financial condition. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.

Private Equity Investments

The value of liquid investments in Apollo’s private equity funds, where the primary market is an exchange (whether foreign or domestic) is determined using period end market prices. Such prices are generally based on the close price on the date of determination.

Valuation approaches used to estimate the fair value of investments in Apollo’s private equity funds that are less liquid include the market approach and the income approach. The market approach provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry. The market approach is driven more by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to such factors as the Company’s historical and projected financial data, valuations given to comparable companies, the size and scope of the Company’s operations, the Company’s strengths, weaknesses, expectations relating to the market’s receptivity to an offering of the Company’s securities, applicable restrictions on transfer, industry and market information and assumptions, general economic and market conditions and other factors deemed

- 16-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

relevant. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology in the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are assumptions of expected results and a calculated discount rate.

Credit Investments

The majority of investments in Apollo’s credit funds are valued based on quoted market prices and valuation models. Quoted market prices are valued based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments.  Apollo will designate certain brokers to use to value specific securities.  In order to determine the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service.  When broker quotes are not available Apollo considers the use of pricing service quotes or other sources to mark a position. When relying on a pricing service as a primary source, Apollo (i) analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population and (iii) validates the valuation levels with Apollo’s pricing team and traders.

Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. When determining fair value when no observable market value exists, the value attributed to an investment is based on 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. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

The credit funds also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap and credit default swapcontracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.

Real Estate Investments

The estimated fair value of commercial mortgage-backed securities (“CMBS”) in Apollo’s real estate funds is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs for certain investments. The Company evaluates its loans for possible impairment on a quarterly basis. For Apollo’s real estate funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.

Fair Value of Financial Instruments

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

Except for the Company’s debt obligations (as described in note 9), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying values approximate fair value. See “Investments, at Fair Value” above. While Apollo’s valuations of portfolio investments are based on assumptions that Apollo believes are reasonable under the circumstances, the actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly

- 17-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

from the assumptions on which the valuations were based. Financial instruments’ carrying values generally approximate fair value because of the short-term nature of those instruments or variable interest rates related to the borrowings.

Fair Value Option—Apollo has elected the fair value option for the Company’s investment in Athene Holding and for the assets and liabilities of the consolidated VIEs. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. Apollo has applied the fair value option for certain corporate loans, other investments and debt obligations held by the consolidated VIEs that otherwise would not have been carried at fair value. See notes 3, 4, and 5 for further disclosure on the investments in Athene Holding and financial instruments of the consolidated VIEs for which the fair value option has been elected.

Financial Instruments held by Consolidated VIEs

The Company elected the fair value option for the assets and liabilities of the consolidated CLOs.

During the second quarter of 2015, the Company adopted the measurement alternative included in the collateralized financing entity (“CFE”) guidance using a modified retrospective approach by recording a cumulative-effect adjustment to shareholders’ equity as of January 1, 2015. Amounts presented in the condensed consolidated financial statements for the three months ended March 31, 2015 have been adjusted from amounts previously disclosed for the three months ended March 31, 2015 to reflect the adoption of this accounting guidance as of January 1, 2015. The Company measures both the financial assets and financial liabilities of the consolidated CLOs in its condensed consolidated financial statements using the fair value of the financial assets of the consolidated CLOs, which are more observable than the fair value of the financial liabilities of the consolidated CLOs. As a result, the financial assets of the consolidated CLOs are measured at fair value and the financial liabilities are measured in consolidation as: (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLOs less (ii) the sum of the fair value of any beneficial interests retained by the reporting entity (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the measurement alternative, the Company’s condensed consolidated net income reflects the Company’s own economic interests in the consolidated CLOs including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services.

The consolidated VIEs hold investments that could be traded over-the-counter. Investments in securities that are traded on a securities exchange or comparable over-the-counter quotation systems are valued based on the last reported sale price at that date. If no sales of such investments are reported on such date, and in the case of over-the-counter securities or other investments for which the last sale date is not available, valuations are based on independent market quotations obtained from market participants, recognized pricing services or other sources deemed relevant, and the prices are based on the average of the “bid” and “ask” prices, or at ascertainable prices at the close of business on such day. Market quotations are generally based on valuation pricing models or market transactions of similar securities adjusted for security-specific factors such as relative capital structure priority and interest and yield risks, among other factors. When market quotations are not available, a model based approach is used to determine fair value.

The consolidated VIEs also have debt obligations that are recorded at fair value. As previously noted, the Company measures CLO debt obligations on the basis of the fair value of financial assets of the CLO.

Revenues—Revenues are reported in three separate categories that include (i) advisory and transaction fees from affiliates, net, which relate to the investments of the funds and may include individual monitoring agreements the Company has with the portfolio companies and debt investment vehicles of the private equity funds and credit funds; (ii) management fees from affiliates, which are based on committed capital, invested capital, net asset value, gross assets or as otherwise defined in the respective agreements; and (iii) carried interest income (loss) from affiliates, which is normally based on the performance of the funds subject to preferred return.

Advisory and Transaction Fees from Affiliates, Net—Advisory and transaction fees, including directors’ fees, are recognized when the underlying services rendered are substantially completed in accordance with the terms of the transaction and advisory agreements. Additionally, during the normal course of business, the Company incurs certain costs related to certain transactions that are not consummated (“broken deal costs”). These costs (e.g., research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken deal costs upon management’s decision to no longer pursue the transaction. In accordance with the related fund agreement, in

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

the event the deal is deemed broken, all of the costs are reimbursed by the funds and then included as a component of the calculation of the Management Fee Offset (described below). If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company for all costs incurred and no offset is generated. As the Company acts as an agent for the funds it manages, any transaction costs incurred and paid by the Company on behalf of the respective funds relating to successful or broken deals are presented net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is presented in due from affiliates on the condensed consolidated statements of financial condition.

Advisory and transaction fees from affiliates, net, also includes underwriting fees. Underwriting fees include gains, losses and fees, net of syndicate expenses, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at the time the underwriting is completed and the income is reasonably assured and are included in the condensed consolidated statements of operations. Underwriting fees recognized but not received are included in other assets on the condensed consolidated statements of financial condition.

As a result of providing advisory services to certain private equity and credit portfolio companies, Apollo is generally entitled to receive fees for transactions related to the acquisition, in certain cases, and disposition of portfolio companies as well as ongoing monitoring of portfolio company operations and directors’ fees. The amounts due from portfolio companies are included in due from affiliates, which is discussed further in note 12. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Advisory and transaction fees from affiliates are presented net of the Management Fee Offset in the condensed consolidated statements of operations.

Management Fees from Affiliates—Management fees for private equity, credit, and real estate funds are recognized in the period during which the related services are performed in accordance with the contractual terms of the related agreement, and are generally based upon (1) a percentage of the capital committed during the commitment period, and thereafter based on the remaining invested capital of unrealized investments, or (2) net asset value, gross assets or as otherwise defined in the respective agreements. Included in management fees are certain expense reimbursements where the Company is considered the principal under the agreements and is required to record the expense and related reimbursement revenue on a gross basis.

Carried Interest Income (Loss) from Affiliates—Apollo is entitled to an incentive return that can normally amount to as much as 20% of the total returns on a fund’s capital, depending upon performance. Performance-based fees are assessed as a percentage of the investment performance of the funds. The carried interest income from affiliates for any period is based upon an assumed liquidation of the fund’s net assets on the reporting date, and distribution of the net proceeds in accordance with the fund’s income allocation provisions. Carried interest receivable is presented separately in the condensed consolidated statements of financial condition. The carried interest income from affiliates may be subject to reversal to the extent that the carried interest income recorded exceeds the amount due to the general partner based on a fund’s cumulative investment returns. When applicable, the accrual for potential repayment of previously received carried interest income, which is a component of due to affiliates, represents all amounts previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner obligation, however, would not become payable or realized until the end of a fund’s life.

Compensation and Benefits

Equity-Based Compensation—Equity-based awards granted to employees as compensation are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. The Company estimates forfeitures for equity-based awards that are not expected to vest. Equity-based awards granted to non-employees for services provided to affiliates are remeasured to fair value at the end of each reporting period and expensed over the relevant service period.

Salaries, Bonus and Benefits—Salaries, bonus and benefits include base salaries, discretionary and non-discretionary bonuses, severance and employee benefits. Bonuses are generally accrued over the related service period.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The Company sponsors a 401(k) savings plan whereby U.S.-based employees are entitled to participate in the plan based upon satisfying certain eligibility requirements. The Company may provide discretionary contributions from time to time. No contributions relating to this plan were made by the Company for the three months ended March 31, 2016.

Profit Sharing Expense—Profit sharing expense primarily consists of a portion of carried interest recognized in one or more funds allocated to employees and former employees. Profit sharing expense is recognized on an accrued basis as the related carried interest income is earned. Profit sharing expense can be reversed during periods when there is a decline in carried interest income that was previously recognized. Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners.

Changes in the fair value of the contingent consideration obligations that were recognized in connection with certain Apollo acquisitions are reflected in the Company’s condensed consolidated statements of operations as profit sharing expense.

The Company has a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement enables certain partners and employees to earn discretionary compensation based on carried interest realizations earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.

Other Income (Loss)

Net Gains (Losses) from Investment Activities—Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in the Company’sinvestment portfolio between the opening reporting date and the closing reporting date. The condensed consolidated financial statements include the net realized and unrealized gains (losses) of investments, at fair value.

Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities—Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations.

Other Income (Loss), Net—Other income (loss), net includes the recognition of gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities, reversal of a portion of the tax receivable agreement liability (see note 12), gains arising from extinguishment of contingent consideration obligations and other miscellaneous non-operating income and expenses.

Non-Controlling Interests—For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. As of March 31, 2016, the Non-Controlling Interests relating to Apollo Global Management, LLC primarily include the ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings and other ownership interests in consolidated entities. Non-Controlling Interests also include limited partner interests of Apollo managed funds in certain consolidated VIEs.

Non-Controlling Interests are presented as a separate component of shareholders’ equity on the Company’s condensed consolidated statements of financial condition. The primary components of Non-Controlling Interests are separately presented in the Company’s condensed consolidated statements of changes in shareholders’ equity to clearly distinguish the interest in the Apollo Operating Group and other ownership interests in the consolidated entities. Net income (loss) includes the net income (loss) attributable to the holders of Non-Controlling Interests on the Company’s condensed consolidated statements of operations. Profits and losses are allocated to Non-Controlling Interests in proportion to their relative ownership interests regardless of their basis.

Net Income (Loss) Per Class A Share—As Apollo has issued participating securities, U.S. GAAP requires use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for distributions declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity. Participating

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

securities include vested and unvested restricted share units (“RSUs”) that participate in distributions, as well as unvested restricted shares.

Whether during a period of net income or net loss, under the two-class method the remaining earnings are allocated to Class A shares and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Earnings or losses allocated to each class of security are then divided by the applicable weighted average outstanding shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding Class A shares and includes the number of additional Class A shares that would have been outstanding if the dilutive potential Class A shares had been issued. The numerator is adjusted for any changes in income or loss that would result from the issuance of these potential Class A shares.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Apollo’s most significant estimates include goodwill, intangible assets, income taxes, carried interest income from affiliates, contingent consideration obligations related to acquisitions, non-cash compensation, and fair value of investments and debt. Actual results could differ materially from those estimates.

Recent Accounting Pronouncements

In May 2014, the FASB issued guidance to establish a comprehensive and converged standard on revenue recognition to enable financial statement users to better understand and consistently analyze an entity’s revenue across industries, transactions, and geographies. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As such, this new guidance could impact the timing of revenue recognition. The new guidance also requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The new guidance will apply to all entities. In August 2015, FASB issued its final standard formally amending the effective date of the new revenue recognition guidance. The amended guidance defers the effective date of the new guidance to interim reporting periods within annual reporting periods beginning after December 15, 2017. Entities are permitted to apply the new guidance early, but not before the original effective date (i.e., interim periods within annual periods beginning after December 15, 2016). The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements, including the timing of the recognition of carried interest income.

In August 2014, the FASB issued guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance requires that management evaluate each annual and interim reporting period whether conditions exist that give rise to substantial doubt about the entity’s ability to continue as a going concern within one year from the financial statement issuance date, and if so, provide related disclosures. Substantial doubt exists when conditions and events, considered in the aggregate, indicate that it is probable that a company will be unable to meet its obligations as they become due within one year after the financial statement issuance date. The new guidance applies to all companies. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. This guidance is not expected to have an impact on the condensed consolidated financial statements of the Company.

In May 2015, the FASB issued guidance to eliminate diversity in practice related to how certain investments measured at net asset value are categorized within the fair value hierarchy. The guidance removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2015. Pursuant to the guidance, a reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. The Company adopted the guidance for the quarter ended March 31, 2016 and applied the guidance retrospectively. Adoption of the guidance did not have a material impact on the Company’s condensed consolidated financial statements. See note 5 for further disclosure related to the adoption of this guidance.

- 21-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

In January 2016, the FASB issued guidance that revises the accounting related to the classification and measurement of investments in equity securities as well as the presentation for certain fair value changes in financial liabilities measured at fair value, and amends certain disclosure requirements. The guidance requires that all equity investments, except those accounted for under the equity method of accounting or those resulting in the consolidation of the investee, be accounted for at fair value with all fair value changes recognized in income. For financial liabilities measured using the fair value option, the guidance requires that any change in fair value caused by a change in instrument-specific credit risk be presented separately in other comprehensive income until the liability is settled or reaches maturity. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted for certain provisions. A reporting entity would generally record a cumulative-effect adjustment to beginning retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In February 2016, the FASB issued guidance that amends the accounting for leases. The amended guidance requires recognition of a lease asset and a lease liability by lessees for leases classified as operating leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from existing guidance and accounting applied by a lessor is largely unchanged from existing guidance. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018. Early application is permitted for all entities. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In March 2016, the FASB issued guidance that amends the principal versus agent considerations for reporting revenue gross versus net. The amended guidance affects entities that enter into contracts with customers to transfer goods or services in exchange for consideration. Under the amended guidance, when another party is involved in providing goods or services to a customer, an entity must determine whether the nature of its promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. The amended guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer. The amended guidance affects the guidance in the new revenue standard issued in May 2014, which is not yet effective. The effective date and transition requirements for the amended guidance are the same as the effective date and transition requirements for the new revenue standard. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In March 2016, the FASB issued guidance that amends the accounting for employee share-based payment awards. The amended guidance affects all entities that issue share-based payment awards to their employees. The amended guidance affects several aspects of accounting for share-based payment transactions including: (1) accounting for income taxes: all excess tax benefits and tax deficiencies should be recognized as income tax expense or benefit in the statements of operations, (2) classification of excess tax benefits on the statements of cash flows: excess tax benefits should be classified along with other income tax cash flows as an operating activity, (3) forfeitures: an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur, (4) minimum statutory tax withholding requirements: the threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions; and (5) classification of employee taxes paid on the statements of cash flows when an employer withholds shares for tax-withholding purposes: cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

3. INVESTMENTS

The following table represents Apollo’s investments:

	As of   March 31, 2016		As of   December 31, 2015
Investments, at fair value	$	503,480	$	539,080
Equity method investments	630,079		615,669
Total Investments	$	1,133,559	$	1,154,749

- 22-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Investments, at Fair Value

Investments, at fair value, consist of investments for which the fair value option has been elected and include the Company’s investment in Athene Holding, investments held by the Company’s consolidated funds and other investments held by the Company. See note 5 for further discussion regarding investments, at fair value.

Net Gains (Losses) from Investment Activities

The following table presents the realized and net change in unrealized gains (losses) on investments, at fair value for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016			2015
Realized gains (losses) on sales of investments	$	(288	)	$	16
Net change in unrealized gains (losses) due to changes in fair value(1)	(56,181		)	2,102
Net gains (losses) from investment activities	$	(56,469	)	$	2,118

(1) Primarily relates to the Company’s investment in Athene Holding. See note 5 for further information regarding the Company’s investment in Athene Holding.

Equity Method Investments

Apollo’s equity method investments include its investments in Apollo private equity, credit and real estate funds, which are not consolidated, but in which the Company exerts significant influence. Apollo’s share of operating income generated by these investments is recorded within income from equity method investments in the condensed consolidated statements of operations.

- 23-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Equity method investments, excluding those for which the fair value option was elected, as of March 31, 2016 and December 31, 2015 consisted of the following:

	Equity Held as of
	March 31, 2016			% of Ownership			December 31, 2015			% of Ownership
Private Equity Funds:
AP Alternative Assets, L.P. (“AAA”)	$	52,958		2.247	%		$	65,961		2.370	%
AAA Investments, L.P. (“AAA Investments”)	1,498			0.057			1,676			0.057
Apollo Investment Fund IV, L.P. (“Fund IV”)	9			0.022			9			0.024
Apollo Investment Fund V, L.P. (“Fund V”)	58			0.045			57			0.048
Apollo Investment Fund VI, L.P. (“Fund VI”)	2,290			0.124			2,369			0.119
Apollo Investment Fund VII, L.P. (“Fund VII”)	54,930			1.247			58,334			1.245
Apollo Investment Fund VIII, L.P. (“Fund VIII”)	131,495			2.209			116,443			2.223
Apollo Natural Resources Partners, L.P. (“ANRP I”)	6,578			0.841			6,246			0.836
Apollo Natural Resources Partners II, L.P. (“ANRP II”)	8,395			2.415			5,194			2.447
AION Capital Partners Limited (“AION”)	15,447			5.912			16,497			5.938
VC Holdings, L.P. Series A (“Vantium A/B”)	13			6.450			15			6.450
VC Holdings, L.P. Series C (“Vantium C”)	48			2.071			63			2.071
VC Holdings, L.P. Series D (“Vantium D”)	168			6.345			169			6.345
Other	41			NM			41			NM
Total Private Equity Funds(5)	273,928						273,074
Credit Funds:
Apollo Special Opportunities Managed Account, L.P. (“SOMA”)	4,661			0.807			5,992			0.816
Apollo Value Strategic Fund, L.P. (“VIF”)	23			0.086			39			0.084
Apollo Strategic Value Fund, L.P. (“SVF”)	4			0.023			7			0.030
Apollo Credit Liquidity Fund, L.P. (“ACLF”)	2,264			4.149			2,253			4.106
Apollo Credit Opportunity Fund I, L.P. (“COF I”)	1,450			1.948			1,463			1.954
Apollo Credit Opportunity Fund II, L.P. (“COF II”)	1,334			1.523			1,281			1.523
Apollo Credit Opportunity Fund III, L.P. (“COF III”)	22,691			1.033			19,612			1.052
Apollo European Principal Finance Fund, L.P. (“EPF I”)	3,288			1.375			5,195			1.372
Apollo European Principal Finance Fund II, L.P. (“EPF II”)	50,473			1.760			47,867			1.760
Apollo Investment Europe II, L.P. (“AIE II”)	2,164			4.330			2,193			3.990
Apollo Investment Europe III, L.P. (“AIE III”)	4,413			2.920			3,917			2.920
Apollo Palmetto Strategic Partnership, L.P. (“Palmetto”)	14,802			1.186			15,158			1.186
Apollo Asia Private Credit Fund, L.P. (“APC”)	66			0.044			49			0.045
Apollo Senior Floating Rate Fund Inc. (“AFT”)	79			0.030			78			0.030
Apollo Residential Mortgage, Inc. (“AMTG”) (3)	3,893		(1)	1.053		(1)	3,997		(2)	0.707		(2)
Apollo European Credit, L.P. (“AEC”)	2,299			1.081			2,303			1.081
Apollo European Strategic Investments, L.P. (“AESI”)	2,150			0.990			2,323			0.990
Apollo European Strategic Investments II, L.P. (AESI II”)	1,434			0.990			1,224			0.990
Apollo Centre Street Partnership, L.P. (“ACSP”)	13,144			2.488			11,870			2.488
Apollo Investment Corporation (“AINV”) (4)	62,523		(1)	3.512		(1)	61,944		(2)	3.434		(2)
Apollo SK Strategic Investments, L.P. (“SK”)	1,043			1.026			1,152			0.990
Apollo SPN Investments I, L.P.	4,580			0.372			5,490			0.392
CION Investment Corporation (“CION”)	1,000			0.106			1,000			0.107
Apollo Tactical Income Fund Inc. (“AIF”)	71			0.032			73			0.031
Apollo Franklin Partnership, L.P. (“Franklin Fund”)	7,942			9.273			8,147			9.091
Apollo Zeus Strategic Investments, L.P. (“Zeus”)	8,186			3.398			7,764			3.398
Apollo Lincoln Fixed Income Fund, L.P.	2,167			1.049			1,941			1.041
Apollo Lincoln Private Credit Fund, L.P.	295			0.990			211			0.990
Apollo Structured Credit Recovery Master Fund III, L.P.	2,078			0.293			1,804			0.293
Apollo Total Return Fund L.P.	163			0.041			162			0.032
Apollo Credit Short Opportunities Fund L.P.	19			0.014			20			0.012
MidCap FinCo Limited (“MidCap”)	79,822			4.894			79,326			4.940
Apollo Energy Opportunity Fund, L.P. (“AEOF”)	12,032			2.440			8,898			2.440

- 24-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Apollo A-N Credit Fund, L.P.	5,124			1.975		4,962			1.970
Apollo Tactical Value SPN Investments, L.P.	5,035			1.682		1,168			1.482
Apollo Union Street Partners, L.P.	1,790			2.006		1,139			2.002
Apollo Hercules Partners L.P.	1,840			2.442		1,094			2.439
Apollo A-N Overflow Fund, L.P.	535			2.063		—			—
Apollo Total Return Fund Enhanced (Onshore), L.P.	101			0.125		—			—
Apollo Thunder Partners, L.P	243			2.439		—			—
Total Credit Funds(5)	327,221					313,116
Real Estate:
ARI(3)	13,914		(1)	1.043	(1)	13,845		(2)	1.043	(2)
U.S. RE Fund I	7,871			5.000		9,275			5.000
U.S. RE Fund II	2,842			2.287		2,712			1.886
CPI Capital Partners North America, L.P.	29			0.404		28			0.404
CPI Capital Partners Europe, L.P.	5			0.001		5			0.001
CPI Capital Partners Asia Pacific, L.P.	57			0.039		80			0.039
Apollo GSS Holding (Cayman), L.P.	3,765			4.750		3,082			4.750
BEA/AGRE China Real Estate Fund, L.P.	75			1.031		83			1.030
Apollo-IC, L.P. (Shanghai Village)	359			3.100		359			3.100
AGRE Cobb West Investor L.P.	13			0.407		10			0.407
Total Real Estate Funds(5)	28,930					29,479
Total	$	630,079				$	615,669

(1) Amounts are as of December 31, 2015.

(2) Amounts are as of September 30, 2015.

(3) Investment value includes the fair value of RSUs granted to the Company as of the grant date. These amounts are not considered in the percentage of ownership until the RSUs are vested and issued to the Company, at which point the RSUs are converted to common stock and delivered to the Company.

(4) The value of the Company’s investment in AINV was $44,477 and $41,833 based on the quoted market price as of March 31, 2016 and December 31, 2015, respectively.

(5) Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds’ investments.

The Company’s equity method investment in Athene Holding, for which the fair value option was elected, met the significance criteria as defined by the SEC for the three months ended March 31, 2016. As such, the following tables present summarized financial information of Athene Holding for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016(1)			2015
	in millions
Statements of Operations
Revenues	$	1,049		$	808
Expenses	836			638
Income before income tax provision	213			170
Income tax provision (benefit)	(46		)	6
Net income	259			164
Net income attributable to Non-Controlling Interests	—			(16		)
Net income available to Athene common shareholders	$	259		$	148

(1) The financial statement information for the three months ended March 31, 2016 is presented a quarter in arrears and is comprised of the financial information for the three months ended December 31, 2015, which represents the latest available financial information as of the date of this report.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

4. VARIABLE INTEREST ENTITIES

As described in note 2, the Company consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. There is no recourse to the Company for the consolidated VIEs’ liabilities.

Consolidated Variable Interest Entities

Apollo has consolidated VIEs in accordance with the policy described in note 2. Through its role as investment manager of these VIEs, the Company determined that Apollo has the power to direct the activities that most significantly impact the economic performance of these VIEs. Additionally, Apollo determined that its interests, both directly and indirectly from these VIEs, represent rights to returns that could potentially be significant to such VIEs. As a result, Apollo determined that it is the primary beneficiary and therefore should consolidate the VIEs.

Consolidated CLOs

Certain CLOs are consolidated by Apollo as the Company is considered to hold a controlling financial interest through direct and indirect interests in these CLOs exclusive of management and performance based fees received. Through its role as collateral manager of these VIEs, the Company determined that Apollo had the power to direct the activities that most significantly impact the economic performance of these VIEs. These CLOs were formed for the sole purpose of issuing collateralized notes to investors. The assets of these VIEs are primarily comprised of senior secured loans and the liabilities are primarily comprised of debt.

The assets of these consolidated CLOs are not available to creditors of the Company. In addition, the investors in these consolidated CLOs have no recourse against the assets of the Company. The Company measures both the financial assets and the financial liabilities of the CLOs using the fair value of the financial assets as further described in note 2. The Company has elected the fair value option for financial instruments held by its consolidated CLOs, which includes investments in loans and corporate bonds, as well as debt obligations and contingent obligations held by such consolidated CLOs. Other assets include amounts due from brokers and interest receivables. Other liabilities include payables for securities purchased, which represent open trades within the consolidated VIEs and primarily relate to corporate loans that are expected to settle within the next 60 days. From time to time, Apollo makes investments in certain consolidated CLOs denominated in foreign currencies. As of March 31, 2016 and December 31, 2015, the Company held an investment of $43.7 million and $42.3 million, respectively, in consolidated foreign currency denominated CLOs, which eliminates in consolidation.

Investment in Champ L.P.

On September 30, 2014, the Company, through a wholly-owned subsidiary, acquired a 25.6% ownership interest in Champ L.P. following which a wholly-owned subsidiary of Champ L.P. then acquired a 35% ownership interest in KBC Bank Deutschland AG (“KBC Bank”), the German subsidiary of Belgian KBC Group NV. Following the closing of the transaction, KBC Bank was renamed Bremer Kreditbank AG and the bank began to operate under the name BKB Bank. As of March 31, 2016, the Company had invested $18.2 million in Champ L.P. The Company, together with other affiliated investors which are not consolidated, in aggregate, own 100% of Champ L.P.

The Company, through its aforementioned wholly-owned subsidiary, is the general partner and primary beneficiary of Champ L.P., which meets the definition of a VIE. Accordingly, the Company has consolidated Champ L.P. in accordance with the policy described in note 2. The Company’s investment in Champ L.P. is eliminated in consolidation.

- 26-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities

The following table presents net gains (losses) from investment activities of the consolidated VIEs for the three months ended March 31, 2016 and 2015: 

	For the Three Months Ended March 31,
	2016			2015
Net unrealized gains (losses) from investment activities	$	(4,640	)	$	10,589
Net realized gains from investment activities	518			527
Net gains (losses) from investment activities	(4,122		)	11,116
Net unrealized gains (losses) from debt	6,434			(8,244		)
Interest and other income	10,553			6,942
Interest and other expenses	(11,546		)	(8,486		)
Net gains from investment activities of consolidated variable interest entities	$	1,319		$	1,328

Senior Secured Notes and Subordinated Notes—Included within debt are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of the debt of the consolidated VIEs as of March 31, 2016 and December 31, 2015:

	As of March 31, 2016						As of December 31, 2015
	Principal Outstanding		Weighted Average Interest Rate			Weighted Average Remaining Maturity in Years	Principal Outstanding		Weighted Average Interest Rate			Weighted Average Remaining Maturity in Years
Senior Secured Notes(2)(3)	$	771,166	1.98	%		11.8	$	735,792	2.17	%		12.1
Subordinated Notes(2)(3)	86,325		N/A		(1)	14.9	82,365		N/A		(1)	15.1
Total	$	857,491					$	818,157

(1) The subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.

(2) The fair value of Senior Secured Notes and Subordinated Notes as of March 31, 2016 and December 31, 2015 was $834.6 million and $801.3 million, respectively.

(3) The debt at fair value of the consolidated VIEs is collateralized by assets of the consolidated VIEs and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. As of March 31, 2016 and December 31, 2015, the fair value of the consolidated VIE assets was $1,056.5 million and $1,030.8 million, respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.

The consolidated VIEs’ debt obligations contain various customary loan covenants as described above. As of March 31, 2016, the Company was not aware of any instances of non-compliance with any of these covenants.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Variable Interest Entities Which are Not Consolidated

The Company holds variable interests in certain VIEs which are not consolidated, as it has been determined that Apollo is not the primary beneficiary.

The following tables present the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary as of March 31, 2016 and December 31, 2015. In addition, the tables present the maximum exposure to losses relating to these VIEs.

	As of March 31, 2016
	Total Assets			Total Liabilities			Apollo Exposure
Total	$	5,752,507	(1)	$	2,206,750	(2)	$	221,517	(3)

(1) Consists of $227.4 million in cash, $5,479.1 million in investments and $46.0 million in receivables.

(2) Represents $2,206.8 million in debt and other payables.

(3) Represents Apollo’s direct equity method investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative carried interest income is subject to reversal in the event of future losses. The maximum amount of future reversal of carried interest income from all of Apollo’s funds, including those entities in which Apollo holds a significant variable interest, was $2.3 billion as of March 31, 2016, as discussed in note 13.

	As of December 31, 2015
	Total Assets			Total Liabilities			Apollo Exposure
Total	$	5,378,456	(1)	$	1,626,743	(2)	$	202,146	(3)

(1) Consists of $219.8 million in cash, $5,149.0 million in investments and $9.6 million in receivables.

(2) Represents $1,626.7 million in debt and other payables.

(3) Represents Apollo’s direct equity method investment in those entities in which Apollo holds a significant variable interest. Additionally, cumulative carried interest income is subject to reversal in the event of future losses. The maximum amount of future reversal of carried interest income from all of Apollo’s funds, including those entities in which Apollo holds a significant variable interest, was $2.4 billion as of December 31, 2015.

- 28-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

5. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

The following tables summarize the valuation of the Company’s financial assets and liabilities for which the fair value option has been elected by the fair value hierarchy as of March 31, 2016 and December 31, 2015, respectively:

	As of March 31, 2016
	Level I(5)		Level II(5)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of Consolidated Apollo Funds	$	540	$	22,378	$	1,149	$	24,067		$	24,834
Other investments	—		—		25,793		25,793			25,428
Investment in Athene Holding(1)	—		—		453,620		453,620			387,526
Total investments, at fair value	540		22,378		480,562		503,480		(6)	$	437,788
Investments of VIEs, at fair value(3)	—		855,828		101,969		957,797
Investments of VIEs, valued using NAV (7)	—		—		—		5,996
Total investments of VIEs, at fair value	—		855,828		101,969		963,793
Total Assets	$	540	$	878,206	$	582,531	$	1,467,273
Liabilities
Liabilities of VIEs, at fair value(3)(4)	$	—	$	834,618	$	10,862	$	845,480
Contingent consideration obligations(2)	—		—		74,059		74,059
Total Liabilities	$	—	$	834,618	$	84,921	$	919,539

	As of December 31, 2015
	Level I(5)		Level II(5)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of Consolidated Apollo Funds	$	—	$	26,913	$	1,634	$	28,547		$	29,344
Other investments	—		—		434		434			831
Investment in Athene Holding(1)	—		—		510,099		510,099			387,526
Total investments, at fair value	—		26,913		512,167		539,080		(6)	$	417,701
Investments of VIEs, at fair value(3)(7)	—		803,412		100,941		904,353
Investments of VIEs, valued using NAV (7)	—		—		—		6,213
Total investments of VIEs, at fair value	—		803,412		100,941		910,566
Total Assets	$	—	$	830,325	$	613,108	$	1,449,646
Liabilities
Liabilities of VIEs, at fair value(3)(4)	$	—	$	801,270	$	11,411	$	812,681
Contingent consideration obligations(2)	—		—		79,579		79,579
Total Liabilities	$	—	$	801,270	$	90,990	$	892,260

(1) See note 12 for further disclosure regarding the investment in Athene Holding and the AAA/Athene receivable.

(2) See note 13 for further disclosure regarding contingent consideration obligations.

(3) See note 4 for further disclosure regarding VIEs.

(4) As of March 31, 2016, liabilities of VIEs, at fair value included debt and other liabilities of $834.6 million and $10.9 million, respectively. As of December 31, 2015, liabilities of VIEs, at fair value included debt and other liabilities of $801.3 million and $11.4 million, respectively. Other liabilities include contingent obligations classified as Level III.

(5) All Level I and Level II assets and liabilities were valued using third party pricing.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

(6) See note 3 to our condensed consolidated financial statements for further detail regarding our investments at fair value and reconciliation to the condensed consolidated statements of financial condition.

(7) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy disclosure to the amounts presented in the condensed consolidated statement of financial condition. See note 2 for further discussion of the newly adopted accounting guidance.

There were no transfers of financial assets or liabilities between Level I and Level II for the three months ended March 31, 2016 and 2015.

The following tables summarize the changes in fair value in financial assets measured at fair value for which Level III inputs have been used to determine fair value for the three months ended March 31, 2016 and 2015, respectively:

	For the Three Months Ended March 31, 2016
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding			Investments of Consolidated VIEs			Total
Balance, Beginning of Period (1)	$	1,634		$	434		$	510,099		$	100,941		$	613,108
Purchases	496			24,597			—			3,174			28,267
Sales of investments/distributions	(643		)	—			—			(10,509		)	(11,152		)
Net realized gains (losses)/accrued interest	(111		)	—			—			2,029			1,918
Changes in net unrealized gains (losses)	5			1,119			(56,479		)	(2,130		)	(57,485		)
Cumulative translation adjustment	—			(357		)	—			3,551			3,194
Transfer into Level III(2)	990			—			—			10,356			11,346
Transfer out of Level III(2)	(1,222		)	—			—			(5,443		)	(6,665		)
Balance, End of Period	$	1,149		$	25,793		$	453,620		$	101,969		$	582,531
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date	$	(121	)	$	1,119		$	(56,479	)	$	—		$	(55,481	)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			—			(2,218		)	(2,218		)

(1) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.

(2) Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

	For the Three Months Ended March 31, 2015
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding		AAA/Athene Receivable			Investments of Consolidated VIEs			Total
Balance, Beginning of Period(1)	$	4,359		$	600		$	324,514	$	61,292		$	2,522,913		$	2,913,678
Adoption of accounting guidance	—			—			—		—			(2,399,130		)	(2,399,130		)
Fees	—			—			—		1,942			—			1,942
Purchases	1,492			—			—		—			9,141			10,633
Sales of investments/distributions	(648		)	—			—		—			(5,493		)	(6,141		)
Net realized gains (losses)	4			—			—		—			119			123
Changes in net unrealized gains (losses)	(38		)	(93		)	1,894		—			3,010			4,773
Cumulative translation adjustment	—			—			—		—			(13,109		)	(13,109		)
Transfer into Level III(2)	935			—			—		—			14,624			15,559
Transfer out of Level III(2)	(2,516		)	—			—		—			(15,271		)	(17,787		)
Settlement of receivable	—			—			3,079		(3,079		)	—			—
Balance, End of Period(1)	$	3,588		$	507		$	329,487	$	60,155		$	116,804		$	510,541
Change in net unrealized gains included in Net Gains from Investment Activities related to investments still held at reporting date	$	(38	)	$	(93	)	$	1,894	$	—		$	—		$	1,763
Change in net unrealized gains included in Net Gains from Investment Activities of Consolidated VIEs related to investments still held at reporting date	—			—			—		—			1,367			1,367

(1) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.

(2) Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.

The following table summarizes the changes in fair value in financial liabilities measured at fair value for which Level III inputs have been used to determine fair value for the three months ended March 31, 2016 and 2015, respectively:

	For the Three Months Ended March 31,
	2016									2015
	Liabilities of Consolidated VIEs			Contingent Consideration Obligations			Total			Liabilities of Consolidated VIEs					Contingent Consideration Obligations			Total
Balance, Beginning of Period	$	11,411		$	79,579		$	90,990		$	12,343,021				$	96,126		$	12,439,147
Adoption of accounting guidance	—			—			—			(11,433,815		)			—			(11,433,815		)
Payments/Extinguishment	—			(1,407		)	(1,407		)	—					(4,929		)	(4,929		)
Net realized gains	—			—			—			—					—			—
Changes in net unrealized (gains) losses(1)	(549		)	(4,113		)	(4,662		)	(8,244		)			7,797			(447		)
Cumulative translation adjustment	—			—			—			(90,730		)			—			(90,730		)
Transfers into Level III	—			—			—			—					—			—
Transfers out of Level III	—			—			—			(796,958		)	(2	)	—			(796,958		)
Balance, End of Period	$	10,862		$	74,059		$	84,921		$	13,274				$	98,994		$	112,268
Change in net unrealized gains included in Net Gains from Investment Activities of consolidated VIEs related to liabilities still held at reporting date	$	—		$	—		$	—		$	—				$	—		$	—

(1) Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.

(2) Upon adoption of new accounting guidance (see note 2), the debt obligations of consolidated CLOs are no longer categorized as Level III financial liabilities under the fair value hierarchy. Effective January 1, 2015, these financial liabilities are measured and leveled on the basis of the fair value of the financial assets of the consolidated CLOs and were categorized as Level II as of March 31, 2016 and 2015.

- 31-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The following tables summarize the quantitative inputs and assumptions used for financial assets and liabilities categorized as Level III under the fair value hierarchy as of March 31, 2016 and December 31, 2015, respectively:

	As of March 31, 2016
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of Consolidated Apollo Funds	$	1,149	Third Party Pricing(1)	N/A	N/A	N/A
Investments in Other	25,793		Third Party Pricing (1)	N/A	N/A	N/A
Investment in Athene Holding	453,620		Book Value Multiple	Book Value Multiple	1.02x	1.02x
Investments of Consolidated VIEs:
Bank Debt Term Loans	12,885		Third Party Pricing(1)	N/A	N/A	N/A
Corporate Loans/Bonds/CLO Notes	23,217		Third Party Pricing(1)	N/A	N/A	N/A
Equity Securities	65,867		Market Comparable Companies	Comparable Multiples	0.65x	0.65x
			Discounted Cash Flow	Discount Rate	15.1%	15.1%
Total Investments of Consolidated VIEs	101,969
Total Financial Assets	$	582,531
Financial Liabilities
Liabilities of Consolidated VIEs:
Contingent Obligation	$	10,862	Other	N/A	N/A	N/A
Contingent Consideration Obligation	74,059		Discounted Cash Flow	Discount Rate	10.5% - 18.0%	16.6%
Total Financial Liabilities	$	84,921

(1) These securities are valued primarily using unadjusted broker quotes.

	As of December 31, 2015
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of Consolidated Apollo Funds	$	1,634	Third Party Pricing(1)	N/A	N/A	N/A
Investments in Other	434		Other	N/A	N/A	N/A
Investment in Athene Holding	510,099		Book Value Multiple	Book Value Multiple	1.18x	1.18x
Investments of Consolidated VIEs:
Bank Debt Term Loans	15,776		Third Party Pricing(1)	N/A	N/A	N/A
Corporate Loans/Bonds/CLO Notes	22,409		Third Party Pricing(1)	N/A	N/A	N/A
Equity Securities	62,756		Market Comparable Companies	Comparable Multiples	0.60x	0.60x
			Discounted Cash Flow	Discount Rate	14.6%	14.6%
Total Investments of Consolidated VIEs (2)	100,941
Total Financial Assets	$	613,108
Financial Liabilities
Liabilities of Consolidated VIEs:
Contingent Obligation	$	11,411	Other	N/A	N/A	N/A
Contingent Consideration Obligation	79,579		Discounted Cash Flow	Discount Rate	11.0% - 18.5%	17.0%
Total Financial Liabilities	$	90,990

(1) These securities are valued primarily using unadjusted broker quotes.

(2) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.

- 32-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Investment in Athene Holding and AAA/Athene Receivable

Athene’s business was principally built through a series of acquisitions of individual portfolios of fixed index annuities since its inception in 2009. As of March 31, 2015, in valuing Apollo’s investment in Athene Holding, the embedded value method was employed to determine the fair value of shares in Athene Holding in periods where there was not an observable market value. The embedded value methodology is widely used by market participants in the insurance industry in private company acquisitions of individual portfolios of annuities. The embedded value method estimates the present value of the future expected regulatory distributable income generated by the net assets plus the excess capital (i.e., the capital in excess of what is required to be held against liabilities) in determining fair value. Thus the embedded value method, as historically applied to the Athene valuation, was used to derive a value of Athene’s existing block of business as well as the value of undeployed capital equivalent to the excess capital held. As of March 31, 2015 Apollo also calculated an implied U.S. GAAP book value multiple for Athene, based on a projected U.S. GAAP book value, and compared that multiple to Athene’s publicly traded insurance peers as a secondary valuation point to assess the reasonableness of the valuation derived under the embedded value method.

As of March 31, 2016 and December 31, 2015, the fair value of Apollo’s investment in Athene Holding was estimated under the U.S. GAAP book value multiple approach by applying a book value multiple to the U.S. GAAP book value per share of Athene Holding. The conversion price for all Athene management incentive shares granted was added to Athene’s U.S. GAAP book value excluding accumulated other comprehensive income (“AOCI”) for purposes of determining U.S. GAAP book value per share. Apollo calculated a multiple for public company peers of Athene by dividing each peer’s market capitalization by its reported U.S. GAAP equity, excluding AOCI. A regression analysis was then prepared based on the calculated multiple of each peer relative to its expected return on U.S. GAAP equity, excluding AOCI, relative to Athene. From this analysis, a comparable book value multiple for Athene was derived and then appropriately discounted to factor in the projected timing of an initial public offering (“IPO”) of Athene and subsequent liquidity of shares (taking into consideration any post-IPO lock-up restrictions on the shares). As a result of the above analysis, Apollo concluded it was appropriate to apply a multiple of 1.02 to Athene’s U.S. GAAP book value per share, in estimating the value per share of Athene Holding at March 31, 2016.

As of March 31, 2016 and December 31, 2015, the significant unobservable input used in the fair value measurement of the investment in Athene Holding was the U.S. GAAP book value multiple. This input in isolation can cause significant increases or decreases in fair value. Specifically, when the U.S. GAAP book value multiple method is used to determine fair value, the significant input used in the valuation model is the U.S. GAAP book value multiple itself. An increase in the U.S. GAAP book value multiple can significantly increase the fair value of an investment; conversely a decrease in the U.S. GAAP book value multiple can significantly decrease the fair value of an investment. The sensitivity of the valuation to changes in the multiple is directly proportional to the change in the multiple itself.

Investments of Consolidated Apollo Funds

The Company is the sole investor in the Apollo Senior Loan Fund and Apollo Alternative Credit Long Short Fund L.P. and therefore consolidates the assets and liabilities of these funds. These funds invest in U.S. denominated senior secured loans, senior secured bonds and other income generating fixed-income investments. Amounts related to these consolidated Apollo funds are primarily presented in net gains (losses) from investment activities on the condensed consolidated statements of operations and in investments in the condensed consolidated statements of financial condition.

Consolidated VIEs

Investments

The significant unobservable inputs used in the fair value measurement of the bank debt term loans and equity securities include the discount rate applied and the multiples applied in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. 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. When a comparable multiple model is used to determine fair value, the comparable multiples are generally multiplied by the underlying companies’ earnings before interest, taxes, depreciation and amortization (“EBITDA”) to establish the total enterprise value of the company. The comparable multiple is determined based on the implied trading multiple of public industry peers.

- 33-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Liabilities

As of March 31, 2016 and December 31, 2015, the debt obligations of the consolidated CLOs were measured on the basis of the fair value of the financial assets of the CLOs as the financial assets were determined to be more observable and, as a result, categorized as Level II in the fair value hierarchy. See note 2 for further discussion of the Company’s adoption of CFE guidance.

Contingent Consideration Obligations

The significant unobservable input used in the fair value measurement of the contingent consideration obligations is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value. 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 the contingent consideration obligations; conversely, a decrease in the discount rate can significantly increase the fair value of the contingent consideration obligations. The discount rate was based on the cost of equity for the Company. See note 13 for further discussion of the contingent consideration obligations.

6. CARRIED INTEREST RECEIVABLE

Carried interest receivable from private equity, credit and real estate funds consisted of the following:

	As of March 31, 2016		As of December 31, 2015
Private Equity	$	225,944	$	373,871
Credit	240,386		240,844
Real Estate	24,073		29,192
Total carried interest receivable	$	490,403	$	643,907

The table below provides a roll-forward of the carried interest receivable balance for the three months ended March 31, 2016:

	Private Equity			Credit			Real Estate			Total
Carried interest receivable, January 1, 2016	$	373,871		$	240,844		$	29,192		$	643,907
Change in fair value of funds	(147,927		)	30,314			1,384			(116,229		)
Fund distributions to the Company	—			(30,772		)	(6,503		)	(37,275		)
Carried interest receivable, March 31, 2016	$	225,944		$	240,386		$	24,073		$	490,403

The change in fair value of funds includes the reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. The general partner obligation is recognized based upon a hypothetical liquidation of a fund’s net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement of the fund. See note 12 for further disclosure regarding the general partner obligation.

The timing of the payment of carried interest due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, carried interest with respect to the private equity funds and certain credit and real estate funds is payable and is distributed to the fund’s general partner upon realization of an investment if the fund’s cumulative returns are in excess of the preferred return. For most credit funds, carried interest is payable based on realizations after the end of the relevant fund’s fiscal year or fiscal quarter, subject to certain return thresholds, or “high water marks,” having been achieved.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

7. PROFIT SHARING PAYABLE

Profit sharing payable from private equity, credit and real estate funds consisted of the following:

	As of   March 31, 2016		As of   December 31, 2015
Private Equity	$	72,909	$	118,963
Credit	173,440		165,392
Real Estate	11,155		11,319
Total profit sharing payable	$	257,504	$	295,674

The table below provides a roll-forward of the profit sharing payable balance for the three months ended March 31, 2016:

	Private Equity			Credit			Real Estate			Total
Profit sharing payable, January 1, 2016	$	118,963		$	165,392		$	11,319		$	295,674
Profit sharing expense(1)(2)	(44,491		)	18,038			2,456			(23,997		)
Payments/other	(1,563		)	(9,990		)	(2,620		)	(14,173		)
Profit sharing payable, March 31, 2016	$	72,909		$	173,440		$	11,155		$	257,504

(1) Includes (i) changes in amounts payable to employees and former employees entitled to a share of carried interest income in Apollo’s funds and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain Apollo acquisitions. See notes 5 and 13 for further disclosure regarding the contingent consideration obligations.

(2) The Company has recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of March 31, 2016. See note 12 for further discussion regarding the potential return of profit sharing distributions.

8. INCOME TAXES

The Company is treated as a partnership for income tax purposes and is therefore not subject to U.S. federal, state and local income taxes. APO Corp., a wholly-owned subsidiary of the Company, is subject to U.S. federal, state and local corporate income taxes. Certain other subsidiaries of the Company are subject to New York City Unincorporated Business Tax (“NYC UBT”) attributable to the Company’s operations apportioned to New York City. In addition, certain non-U.S. subsidiaries of the Company are subject to income taxes in their local jurisdictions.

The Company’s income tax (provision) benefit totaled $5.1 million and ($5.5) million for the three months ended March 31, 2016 and 2015, respectively. The Company’s effective tax rate was approximately 6.5% and 6.3% for the three months ended March 31, 2016 and 2015, respectively.

Under U.S. GAAP, a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Based upon the Company’s review of its federal, state, local and foreign income tax returns and tax filing positions, the Company determined that no unrecognized tax benefits for uncertain tax positions were required to be recorded. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.

The Company’s primary jurisdictions in which it operates are the United States, New York State, New York City, California and the United Kingdom. In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax authorities. With a few exceptions, as of March 31, 2016, the Company’s U.S. federal, state, local and foreign income tax returns for the years 2012 through 2015 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax return of a subsidiary for the 2012 tax year. The State and City of New York is examining certain subsidiaries’ tax returns for tax years 2011 and 2013.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The Company has recorded a deferred tax asset for the future amortization of tax basis intangibles as a result of the 2007 Reorganization. The Company recorded additional deferred tax assets as a result of the step-up in tax basis of intangibles from subsequent exchanges of AOG Units for Class A shares. A related tax receivable agreement liability was recorded in due to affiliates in the condensed consolidated statements of financial condition for the expected payments under the tax receivable agreement entered into by and among APO Corp., the Managing Partners, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 12). The increases in the deferred tax asset less the related liability resulted in increases to additional paid-in capital which were recorded in the condensed consolidated statements of changes in shareholders’ equity for the three months ended March 31, 2016 and 2015. The amortization period for these tax basis intangibles is 15 years and the deferred tax assets will reverse over the same period. There were no exchanges of AOG Units for Class A shares during the three months ended March 31, 2016.

9. DEBT

Debt consisted of the following:

	As of March 31, 2016							As of December 31, 2015
	Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate		Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate
2013 AMH Credit Facilities - Term Facility(1)	$	499,099	$	501,300	(6)	1.67	%	$	499,327	$	501,300	(6)	1.44	%
2024 Senior Notes(2)	494,717		508,200		(7)	4.00		494,555		495,300		(7)	4.00
2014 AMI Term Facility I(3)	15,243		15,250		(6)	2.02		14,543		14,549		(6)	2.15
2014 AMI Term Facility II(4)	17,640		17,640		(6)	1.75		16,830		16,830		(6)	1.85
2016 AMI Term Facility(5)	19,313		19,313		(6)	1.75		—		—		(6)	—
Total Debt	$	1,046,012	$	1,061,703				$	1,025,255	$	1,027,979

(1) Outstanding balance is presented net of unamortized debt issuance costs of $0.9 million and $0.7 million as of March 31, 2016 and December 31, 2015, respectively.

(2) Includes impact of any amortization of note discount. Outstanding balance is presented net of unamortized debt issuance costs of $4.5 million and $4.6 million as of March 31, 2016 and December 31, 2015, respectively.

(3) On July 3, 2014, Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into a €13.4 millionfive year credit agreement (the “2014 AMI Term Facility I”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.

(4) On December 9, 2014, AMI entered into a €15.5 millionfive year credit agreement (the “2014 AMI Term Facility II”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.

(5) On January 18, 2016, AMI entered into a €17.0 millionfive year credit agreement (the “2016 AMI Term Facility”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.

(6) Fair value is based on obtained broker quotes and these notes would be classified as a Level III liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.

(7) Fair value is based on obtained broker quotes and these notes would be classified as a Level II liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.

2013 AMH Credit Facilities—On December 18, 2013, AMH and its subsidiaries and certain other subsidiaries of the Company (collectively, the “Borrowers”) entered into new credit facilities (the “2013 AMH Credit Facilities”) with JPMorgan Chase Bank, N.A. The 2013 AMH Credit Facilities provide for (i) a term loan facility to AMH (the “Term Facility”) that includes $750 million of the term loan from third-party lenders and $271.7 million of the term loan held by a subsidiary of the Company and (ii) a $500 million revolving credit facility (the “Revolver Facility”), in each case, with an original maturity date of January 18, 2019. On March 11, 2016, the maturity date of both the Term Facility and the Revolver Facility was extended by two years to January 18, 2021. The extension was determined to be a modification of the 2013 AMH Credit Facilities in accordance with U.S. GAAP.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Interest on the borrowings is based on an adjusted LIBOR rate or alternate base rate, in each case plus an applicable margin, and undrawn revolving commitments bear a commitment fee. In connection with the issuance of the 2024 Senior Notes (as defined below), $250 million of the proceeds were used to repay a portion of the Term Facility outstanding with third party lenders at par. The interest rate on the $500 million Term Facility as of March 31, 2016 was 1.76% and the commitment fee as of March 31, 2016 on the $500 million undrawn Revolver Facility was 0.125%. Interest expense incurred by the Company related to the 2013 AMH Credit Facilities was $2.3 million and $1.9 million for the three months ended March 31, 2016 and 2015, respectively. Debt issuance cost amortization expense related to the 2013 AMH Credit Facilities was $0.2 million and $0.2 million for the three months ended March 31, 2016 and 2015, respectively. The $500.0 million carrying value of debt that is recorded on the condensed consolidated statements of financial condition at March 31, 2016 is the amount for which the Company expects to settle the 2013 AMH Credit Facilities.

As of March 31, 2016, the 2013 AMH Credit Facilities were guaranteed by AMH and its subsidiaries, Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., AAA Holdings, L.P., Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, ST Holdings GP, LLC and ST Management Holdings, LLC. The 2013 AMH Credit Facilities contain affirmative and negative covenants which limit the ability of the Borrowers, the guarantors and certain of their subsidiaries to, among other things, incur indebtedness and create liens. Additionally, the 2013 AMH Credit Facilities contain financial covenants which require the Borrowers and their subsidiaries to maintain (1) at least $40 billion of Fee-Generating Assets Under Management and (2) a maximum total net leverage ratio of not more than 4.00 to 1.00 (subject to customary equity cure rights). The 2013 AMH Credit Facilities also contain customary events of default, including events of default arising from non-payment, material misrepresentations, breaches of covenants, cross default to material indebtedness, bankruptcy and changes in control of the Company.

Borrowings under the Revolver Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. In addition, the Borrowers may incur incremental facilities in respect of the Revolver Facility and the Term Facility in an aggregate amount not to exceed $500 million plus additional amounts so long as the Borrowers are in compliance with a net leverage ratio not to exceed 3.75 to 1.00. As of March 31, 2016 and December 31, 2015, the Revolver Facility was undrawn.

2024 Senior Notes—On May 30, 2014, AMH issued $500 million in aggregate principal amount of its 4.000% Senior Notes due 2024 (the “2024 Senior Notes”), at an issue price of 99.722% of par. Interest on the 2024 Senior Notes is payable semi-annually in arrears on May 30 and November 30 of each year. The 2024 Senior Notes will mature on May 30, 2024. The discount will be amortized into interest expense on the condensed consolidated statements of operations over the term of the 2024 Senior Notes. Interest expense incurred by the Company related to the 2024 Senior Notes was $5.0 million and $5.0 million for the three months ended March 31, 2016 and 2015, respectively. The debt issuance costs incurred in connection with the issuance of the 2024 Senior Notes are amortized into interest expense over the term of the debt arrangement. As such, the debt issuance cost amortization expense related to the issuance of the 2024 Senior Notes was $0.1 million and $0.1 million for the three months ended March 31, 2016 and 2015, respectively. The face amount of $500.0 million related to the 2024 Senior Notes is the amount for which the Company is obligated to settle the 2024 Senior Notes.

As of March 31, 2016, the 2024 Senior Notes were guaranteed by Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, AMH Holdings (Cayman), L.P. and any other entity that is required to become a guarantor of the notes under the terms of the indenture governing the 2024 Senior Notes (the “2024 Senior Notes Indenture”). The 2024 Senior Notes Indenture includes covenants that restrict the ability of AMH and, as applicable, the guarantors to incur indebtedness secured by liens on voting stock or profit participating equity interests of their respective subsidiaries or merge, consolidate or sell, transfer or lease assets. The 2024 Senior Notes Indenture also provides for customary events of default.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

10. NET INCOME (LOSS) PER CLASS A SHARE

U.S. GAAP requires use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. During periods of undistributed losses, the undistributed loss is allocated to a participating security only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity.

The remaining undistributed earnings are allocated to Class A shares and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Earnings or losses allocated to each class of security are then divided by the applicable number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding Class A shares and includes the number of additional Class A shares that would have been outstanding if the dilutive Class A shares had been issued. The numerator is adjusted for any changes in income or loss that would result if the dilutive Class A shares were issued.

The table below presents basic and diluted net income (loss) per Class A share using the two-class method for the three months ended March 31, 2016 and 2015:

	Basic and Diluted
	For the Three Months Ended March 31,
	2016				2015
Numerator:
Net income (loss) attributable to Apollo Global Management, LLC	$	(32,828	)		$	30,927
Distributions declared on Class A shares	(51,432		)	(1)	(144,394		)	(1)
Distributions on participating securities(3)	(2,123		)		(15,264		)
Undistributed loss attributable to Class A shareholders: Basic and Diluted	$	(86,383	)		$	(128,731	)
Denominator:
Weighted average number of Class A shares outstanding: Basic and Diluted	182,665,330				165,968,620
Net Income (Loss) per Class A Share: Basic and Diluted(2)
Distributed Income	$	0.28			$	0.87
Undistributed Loss	(0.47		)		(0.78		)
Net Income (Loss) per Class A Share: Basic and Diluted	$	(0.19	)		$	0.09

(1) See note 12 for information regarding the quarterly distributions declared and paid during 2016 and 2015.

(2) For the three months ended March 31, 2016 and 2015, the Company had an undistributed loss attributable to Class A shareholders and all of the classes of securities were anti-dilutive.

(3) Participating securities consist of vested and unvested RSUs that have rights to distributions and unvested restricted shares.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The Company has granted RSUs that provide the right to receive, subject to vesting, Class A shares of Apollo Global Management, LLC, pursuant to the Company’s 2007 Omnibus Equity Incentive Plan. Certain RSU grants to employees provide the right to receive distribution equivalents on vested RSUs on an equal basis any time a distribution is declared. The Company refers to these RSU grants as “Plan Grants.” For certain Plan Grants, distribution equivalents are paid in January of the calendar year next following the calendar year in which a distribution on Class A shares was declared. In addition, certain RSU grants to employees provide that both vested and unvested RSUs participate in distribution equivalents on an equal basis with the Class A shareholders any time a distribution is declared. The Company refers to these as “Bonus Grants.”

Any distribution equivalent paid to an employee will not be returned to the Company upon forfeiture of the award by the employee. Vested and unvested RSUs that are entitled to non-forfeitable distribution equivalents qualify as participating securities and are included in the Company’s basic and diluted earnings per share computations using the two-class method. The holder of an RSU participating security would have a contractual obligation to share in the losses of the entity if the holder is obligated to fund the losses of the issuing entity or if the contractual principal or mandatory redemption amount of the participating security is reduced as a result of losses incurred by the issuing entity. Because the RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.

Holders of AOG Units are subject to the vesting requirements and transfer restrictions set forth in the agreements with the respective holders, and may a limited number of times each year, upon notice (subject to the terms of the Exchange Agreement), exchange their AOG Units for Class A shares on a one-for-one basis. An AOG Unit holder must exchange one unit in each of the Apollo Operating Group partnerships to effectuate an exchange for one Class A share.

Apollo Global Management, LLC has one Class B share outstanding, which is held by BRH Holdings GP, Ltd. (“BRH”). The voting power of the Class B share is reduced on a one vote per one AOG Unit basis in the event of an exchange of AOG Units for Class A shares, as discussed above. The Class B share has no net income (loss) per share as it does not participate in Apollo’s earnings (losses) or distributions. The Class B share has no distribution or liquidation rights. The Class B share has voting rights on a pari passu basis with the Class A shares. The Class B share represented 61.0% and 64.4% of the total voting power of the Company’s shares entitled to vote as of March 31, 2016 and 2015, respectively.

The following table summarizes the anti-dilutive securities for the three months ended March 31, 2016 and 2015, respectively.

	For the Three Months Ended March 31,
	2016	2015
Weighted average vested RSUs	3,142,789	14,672,264
Weighted average unvested RSUs	6,211,882	4,895,843
Weighted average unexercised options	222,920	231,253
Weighted average AOG Units outstanding	216,169,856	222,545,477
Weighted average unvested restricted shares	99,135	50,316

11. EQUITY-BASED COMPENSATION

RSUs

The Company grants RSUs under the Company’s 2007 Omnibus Equity Incentive Plan. These grants are accounted for as a grant of equity awards in accordance with U.S. GAAP. The fair value of all grants after March 29, 2011 is based on the grant date fair value, which considers the public share price of the Company. For Plan Grants, the grant date fair value is based on the grant date public share price of the Company’s Class A shares discounted primarily for transfer restrictions and lack of distributions until vested. For Bonus Grants, the grant date fair value is based on the grant date public share price of the Company’s Class A shares discounted primarily for transfer restrictions and in certain cases timing of distributions. There were no Plan Grants or Bonus Grants awarded during the three months ended March 31, 2016.

The estimated total fair value of the grants is charged to compensation expense on a straight-line basis over the vesting period, which for Plan Grants is generally up to six years, with the first installment vesting one year after grant and quarterly

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

vesting thereafter, and for Bonus Grants is generally annual vesting over three years. The actual forfeiture rate was 0.9% and 0.1% for the three months ended March 31, 2016 and 2015, respectively. Compensation expense recognized for the three months ended March 31, 2016 and 2015 was $18.1 million and $17.4 million, respectively.

The following table summarizes RSU activity for the three months ended March 31, 2016:

	Unvested		Weighted  Average Grant Date Fair Value		Vested		Total Number  of RSUs Outstanding
Balance at January 1, 2016	11,040,143		$	16.40	6,294,053		17,334,196		(1)
Granted	—		—		—		—
Forfeited	(97,976	)	17.16		—		(97,976	)
Delivered	—		16.64		(4,923,438	)	(4,923,438	)
Vested	(436,297	)	16.53		436,297		—
Balance at March 31, 2016	10,505,870		$	16.39	1,806,912		12,312,782		(1)

(1) Amount excludes RSUs which have vested and have been issued in the form of Class A shares.

Units Expected to Vest—As of March 31, 2016, approximately 10,100,000 RSUs were expected to vest over the next 3.0 years.

Delivery of Class A Shares - RSUs and Share Options

During the three months ended March 31, 2016 and 2015, the Company delivered Class A shares in settlement of vested RSUs and exercised share options. The Company has generally allowed holders of vested RSUs and exercised share options to settle their tax liabilities by reducing the number of Class A shares delivered to them, which the Company refers to as “net share settlement.” Additionally, the Company has generally allowed holders of share options to settle their exercise price by reducing the number of Class A shares delivered to them at the time of exercise by an amount sufficient to cover the exercise price. The net share settlement results in a liability for the Company and a corresponding accumulated deficit adjustment. This adjustment for the three months ended March 31, 2016 was 22.0 million.

The delivery of Class A shares in settlement of vested RSUs and exercised share options does not cause a transfer of amounts in the condensed consolidated statements of changes in shareholders’ equity to the Class A shareholders. The delivery of Class A shares in settlement of vested RSUs and exercised share options causes the income allocated to the Non-Controlling Interests to shift to the Class A shareholders from the date of delivery forward. The table below summarizes the delivery of Class A shares in settlement of vested RSUs and exercised share options for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016		2015
Class A shares delivered or issued	3,276,701		4,640,825
Gross value of shares(1)	$	66,259	$	110,712

(1) Based on the closing price of a Class A share at the time of delivery.

Restricted Share Awards—Athene Holding

Athene Holding has granted restricted share awards (“AHL Awards”) to certain employees of Apollo, which function similarly to options as they are exchangeable for Class A shares of Athene Holding upon payment of a conversion price and the satisfaction of certain other conditions. Certain of the awards granted are subject to time-based vesting conditions that generally vest over five years and achieving certain metrics, such as attainment of certain rates of return and realized cash received by certain investors in Athene Holding upon sale of their shares. The AHL Awards are not convertible into Class A shares of Athene Holding until the completion of an initial public offering of Athene Holding. During 2014, the vesting terms of some of the AHL Awards were modified such that the portion of AHL Awards related to services provided from the date of grant were deemed vested.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The AHL Awards, are accounted for as a prepaid compensation asset within other assets and deferred revenue in the condensed consolidated statements of financial condition. From the date of grant, the deferred revenue is recognized as management fees and the prepaid compensation asset is recognized as compensation expense over the vesting period. The fair value of the awards to employees is based on the grant date fair value, which utilizes the share price of Athene Holding, less discounts for transfer restrictions. Shares granted as part of the AHL Awards were valued using a multiple-scenario model, which considers the price volatility of the underlying stock price of Athene Holding, time to expiration and the risk-free rate. The awards granted are recognized as liability awards and are remeasured each period to reflect the fair value of the prepaid compensation asset and deferred revenue. Any changes in fair value are recorded in management fees and equity-based compensation expense in the condensed consolidated statements of operations.

For the three months ended March 31, 2016 and 2015, $(7.0) million and $1.7 million of equity-based compensation expense was recognized in the condensed consolidated statements of operations, respectively, related to AHL Awards granted to employees of Athene Asset Management.

Equity-Based Compensation Allocation

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

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended March 31, 2016:

	Total Amount			Non- Controlling Interest  % in Apollo Operating Group		Allocated to Non- Controlling Interest in Apollo Operating Group(1)			Allocated to Apollo Global Management, LLC
RSUs and Share Options	$	18,992		—	%	$	—		$	18,992
AHL Awards	(7,034		)	54.1		(3,805		)	(3,229		)
Other equity-based compensation awards	2,044			54.1		1,106			938
Total equity-based compensation	$	14,002				(2,699		)	16,701
Less other equity-based compensation awards (2)						2,699			1,766
Capital increase related to equity-based compensation						$	—		$	18,467

(1) Calculated based on average ownership percentage for the period considering Class A share issuances during the period.

(2) Includes equity-based compensation reimbursable by certain funds.

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended March 31, 2015:

	Total Amount		Non- Controlling Interest % in Apollo Operating Group		Allocated to Non- Controlling Interest in Apollo Operating Group(1)			Allocated to Apollo Global Management, LLC
RSUs and Share Options	$	17,035	—	%	$	—		$	17,035
AHL Awards	1,721		57.0		981			740
Other equity-based compensation awards	1,347		57.0		767			580
Total equity-based compensation	$	20,103			1,748			18,355
Less other equity-based compensation awards(2)					(1,748		)	(972		)
Capital increase related to equity-based compensation					$	—		$	17,383

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

(1) Calculated based on average ownership percentage for the period considering Class A share issuances during the period.

(2) Includes equity-based compensation reimbursable by certain funds.

12. RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

The Company typically facilitates the initial payment of certain operating costs incurred by the funds that it manages as well as their affiliates. These costs are normally reimbursed by such funds and are included in due from affiliates.

Due from affiliates and due to affiliates are comprised of the following:

	March 31, 2016		December 31, 2015
Due from Affiliates:
Due from private equity funds	$	20,564	$	21,532
Due from portfolio companies	36,726		36,424
Due from credit funds	125,513		124,660
Due from Contributing Partners, employees and former employees	56,892		42,491
Due from real estate funds	22,208		22,728
Total Due from Affiliates	$	261,903	$	247,835
Due to Affiliates:
Due to Managing Partners and Contributing Partners in connection with the tax receivable agreement	$	506,162	$	506,162
Due to private equity funds	19,084		16,293
Due to credit funds	66,898		57,981
Due to real estate funds	147		580
Distributions payable to employees	1,963		13,520
Total Due to Affiliates	$	594,254	$	594,536

Tax Receivable Agreement and Other

Subject to certain restrictions, each of the Managing Partners and Contributing Partners has the right to exchange their vested AOG Units for the Company’s Class A shares. Certain Apollo Operating Group entities have made an election under Section 754 of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which will result in an adjustment to the tax basis of the assets owned by the Apollo Operating Group at the time of the exchange. These exchanges will result in increases in tax deductions that will reduce the amount of tax that APO Corp. will otherwise be required to pay in the future.

The tax receivable agreement provides for the payment to the Managing Partners and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that APO Corp. would realize as a result of the increases in tax basis of assets that resulted from the 2007 Reorganization and exchanges of AOG Units for Class A shares. If the Company does not make the required annual payment on a timely basis as outlined in the tax receivable agreement, interest is accrued on the balance until the payment date. These payments are expected to occur approximately over the next 15 years.

Pursuant to the tax receivable agreement, the Managing Partners and Contributing Partners who exchanged AOG Units for Class A shares will receive payment from APO Corp. of 85% of the amount of the actual cash tax savings, if any, in U.S. federal, state, local and foreign income tax that APO Corp. realizes as a result of these increases in tax deductions and tax basis, and certain other tax benefits, including imputed interest expense. APO Corp. retains the benefit from the remaining 15% of actual cash tax savings.

- 42-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Due from Contributing Partners, Employees and Former Employees

As of March 31, 2016 and December 31, 2015, due from Contributing Partners, Employees and Former Employees includes various amounts due to the Company including employee loans and return of profit sharing distributions. As of March 31, 2016 and December 31, 2015, the balance included interest-bearing employee loans receivable of $25.0 million. The outstanding principal amount of the loans as well as all accrued and unpaid interest is required to be repaid at the earlier of the eighth anniversary of the date of the relevant loan or at the date of the relevant employee’s resignation from the Company.

The Company has recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of March 31, 2016 with respect to Fund VII, ACLF, Fund V, ANRP I and a performance-based incentive plan of $13.6 million, $7.2 million, $4.2 million, $1.3 million and $2.2 million, respectively. The $13.6 million clawback of profit sharing with respect to Fund VII was recorded during the three months ended March 31, 2016, of which $11.0 million pertained to periods prior to December 31, 2015. The receivable with respect to ACLF, Fund V, ANRP I and a performance-based incentive plan was $6.9 million, $4.9 million, $1.3 million and $1.6 million, respectively, as of December 31, 2015.

Distributions

In addition to other distributions such as payments pursuant to the tax receivable agreement, the table below presents information regarding the quarterly distributions which were made at the sole discretion of the manager of the Company during 2015 (in millions, except per share data):

Distribution Declaration Date	Distribution per Class A  Share		Distribution Payment Date	Distribution to Class A Shareholders		Distribution to Non-Controlling Interest Holders in the Apollo Operating  Group			Total Distributions from Apollo  Operating Group		Distribution Equivalents  on Participating Securities
February 5, 2015	$	0.86	February 27, 2015	$	144.4	$	191.3		$	335.7	$	15.3
April 11, 2015	—		April 11, 2015	—		22.4		(1)	22.4		—
May 7, 2015	0.33		May 29, 2015	56.8		72.8			129.6		4.9
July 29, 2015	0.42		August 31, 2015	74.8		91.2			166.0		5.1
October 28, 2015	0.35		November 30, 2015	63.4		75.7			139.1		3.1
For the year ended December 31, 2015	$	1.96		$	339.4	$	453.4		$	792.8	$	28.4
February 3, 2016	$	0.28	February 29, 2016	$	51.4	$	60.5		$	111.9	$	2.1
For the three months ended March 31, 2016	$	0.28		$	51.4	$	60.5		$	111.9	$	2.1

(1) On April 11, 2015, the Company made a $0.10 distribution per AOG Unit to the Non-Controlling Interest holders in the Apollo Operating Group.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Indemnity

Carried interest income from certain funds that the Company manages can be distributed to the Company on a current basis, but is subject to repayment by the subsidiary of the Apollo Operating Group that acts as general partner of the fund in the event that certain specified return thresholds are not ultimately achieved. The Managing Partners, Contributing Partners and certain other investment professionals have personally guaranteed, subject to certain limitations, the obligation of these subsidiaries in respect of this general partner obligation. Such guarantees are several and not joint and are limited to a particular Managing Partner’s or Contributing Partner’s distributions. An existing shareholders agreement includes clauses that the Company will indemnify each of the Company’s Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of certain funds that the Company manages (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that the Company’s Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group.

Accordingly, in the event that the Company’s Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation for the return of previously made distributions, the Company will be obligated to reimburse the Company’s Managing Partners and certain Contributing Partners for the indemnifiable percentage of amounts that they are required to pay even though the Company did not receive the certain distribution to which that general partner obligation related. The Company recorded an indemnification liability of $3.9 million and $4.6 million, respectively, as of March 31, 2016 and December 31, 2015.

Due to Private Equity Funds

Based upon a hypothetical liquidation of Fund V and ANRP I as of March 31, 2016, the Company has recorded a general partner obligation to return previously distributed carried interest income, which represents amounts due to these funds. As such, there was a general partner obligation to return previously distributed carried interest income with respect to Fund V and ANRP I of $9.2 million and $3.4 million accrued as of March 31, 2016, respectively. As of December 31, 2015, the Company accrued a general partner obligation to return previously distributed carried interest income with respect to Fund V and ANRP I of $10.8 million and $3.4 million, respectively. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement of the fund.

Due to Credit Funds

Based upon a hypothetical liquidation of certain of our credit funds, as of March 31, 2016 and December 31, 2015, the Company has recorded a general partner obligation to return previously distributed carried interest income, which represents amounts due to these funds. As such, there was a general partner obligation to return previously distributed carried interest income with respect to ACLF, APC and certain SIAs within the credit segment of $26.4 million, $2.1 million and $33.0 million accrued as of March 31, 2016, respectively. As of December 31, 2015, the Company accrued a general partner obligation to return previously distributed carried interest income with respect to ACLF, COF II, APC and certain SIAs within the credit segment of $25.6 million, $0.4 million, $2.1 million and $29.7 million accrued, respectively. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement or other governing document of the fund.

Athene

Athene Holding is the ultimate parent of various insurance company operating subsidiaries. Through its subsidiaries, Athene Holding provides insurance products focused primarily on the retirement market and its business centers primarily on issuing or reinsuring fixed indexed annuities.

The Company, through its consolidated subsidiary, Athene Asset Management, provides asset management services to Athene, including asset allocation services, direct asset management services, risk management, asset and liability matching management, mergers and acquisitions, asset diligence hedging and other asset management services, and receives a gross management fee of 0.40% per annum on all assets under management in accounts owned by or related to Athene (the “Athene Accounts”) with certain limited exceptions. Another subsidiary of the Company provides investment advisory services to Athene Germany and receives a gross fee of 0.10% per annum on the assets with respect to which it advises.

The Company provides sub-advisory services with respect to a portion of the assets in the Athene Accounts. In addition, from time to time, Athene also invests in funds and investment vehicles that Apollo manages. The Company broadly

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

refers to “Athene Sub-Advised” assets under management as those assets in the Athene Accounts which the Company explicitly sub-advises as well as those assets in the Athene Accounts which are invested directly in funds and investment vehicles Apollo manages (“Athene Assets Directly Invested”).

With respect to assets in the Athene Accounts which the Company explicitly sub-advises, the Company earns up to 0.40% per annum on assets up to $10 billion and 0.35% per annum on all such assets in excess of $10 billion, with certain limited exceptions. These fees are in addition to the gross management fee of 0.40% per annum paid to Athene Asset Management. A majority of the assets in the Athene Accounts which the Company explicitly sub-advises are in accounts that invest in high-grade credit asset classes, such as CLO debt, commercial mortgage backed securities and insurance-linked securities.

With respect to Athene Assets Directly Invested, Apollo receives management fees and carried interest, if applicable, directly from the relevant funds under the investment management agreements and other governing documents of such funds. Fees paid to the Company related to such fund investments vary from 0% per annum to 1.75% per annum with respect to management fees and 0% to 20% with respect to carried interest. These fees are in addition to the gross management fee of 0.40% per annum paid to Athene Asset Management.

The Company refers to the portion of the Athene Asset Management assets under management that is not Athene Sub-Advised as “Athene Non-Sub-Advised”. Athene Asset Management and other Apollo subsidiaries incur all expenses associated with their provision of services to Athene.

Apollo, as general partner of AAA Investments, is generally entitled to a carried interest that allocates to it 20% of the realized returns (net of related expenses, including borrowing costs) on the investments of AAA Investments, except that Apollo is not entitled to receive any carried interest with respect to the shares of Athene Holding that were acquired (and not in satisfaction of prior commitments to buy such shares) by AAA Investments in the contribution of certain assets by AAA to Athene in October 2012. Carried interest receivable from AAA Investments will be paid in common shares of Athene Holding (valued at the then fair market value) if there is a distribution in kind of shares of Athene Holding (unless such payment in shares would violate Section 16(b) of the Exchange Act) or paid in cash if AAA sells the shares of Athene Holding. For the three months ended March 31, 2016, the Company recorded carried interest loss, taking into account the related profit sharing expense of $(19.1) million from AAA Investments, which is recorded in the condensed consolidated statements of operations. As of March 31, 2016 and December 31, 2015, the Company had a $155.9 million and $185.5 million carried interest receivable, respectively, related to AAA Investments. As of March 31, 2016 and December 31, 2015, the Company had a related profit sharing payable of $52.4 million and $62.8 million, respectively, recorded in profit sharing payable in the condensed consolidated statements of financial condition.

For the three months ended March 31, 2016 and 2015, Apollo earned revenues in the aggregate totaling $(27.4) million and $94.5 million, respectively, consisting of management fees, sub-advisory and monitoring fees and carried interest income from Athene after considering the related profit sharing expense and changes in the market value of the Athene Holding shares owned directly by Apollo, which is recorded in the condensed consolidated statements of operations. These amounts exclude the deferred revenue recognized as management fees associated with the vesting of AHL Awards granted to employees of Athene Asset Management as further described in note 11.

The Company had an approximate 9.1% economic ownership interest in Athene Holding as of March 31, 2016, which comprises Apollo’s direct ownership of 8.0% of the economic equity of Athene Holding plus an additional 1.1% economic ownership interest, which is calculated as the sum of the Company’s approximate 2.3% economic ownership interest in AAA and the Company’s approximate 0.06% economic ownership interest in AAA Investments, multiplied by AAA Investments’ approximate 46.3% economic ownership interest in Athene, calculated without giving effect to restricted common shares issued under Athene’s management equity plan as of March 31, 2016.

The Company had an approximate 9.2% economic ownership interest in Athene Holding as of December 31, 2015, which comprises Apollo’s direct ownership of 8.0% of the economic equity of Athene Holding plus an additional 1.2% economic ownership interest, which is calculated as the sum of the Company’s approximate 2.4% economic ownership interest in AAA and the Company’s approximate 0.06% economic ownership interest in AAA Investments, multiplied by AAA Investments’ approximate 46.3% economic ownership interest in Athene, calculated without giving effect to restricted common shares issued under Athene’s management equity plan as of December 31, 2015.

Regulated Entities

Apollo Global Securities, LLC (“AGS”) is a registered broker dealer with the SEC and is a member of the Financial Industry Regulatory Authority, subject to the minimum net capital requirements of the SEC. AGS was in compliance with these

- 45-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

requirements at March 31, 2016. From time to time, this entity is involved in transactions with affiliates of Apollo, including portfolio companies of the funds Apollo manages, whereby AGS earns underwriting and transaction fees for its services.

Apollo Management International LLP, is authorized and regulated by the U.K. Financial Conduct Authority and as such is subject to the capital requirements of the U.K. Financial Conduct Authority. This entity has continuously operated in excess of these regulatory capital requirements.

Certain other of the Company’s U.S. and non-U.S. subsidiaries are subject to various regulations, including a number of U.S. entities that are registered as investment advisors with the SEC. To the extent applicable, these entities have continuously operated in excess of any minimum regulatory capital requirements.

Interests in Consolidated Entities

The table below presents equity interests in Apollo’s consolidated, but not wholly-owned, subsidiaries and funds. Net income and comprehensive income attributable to Non-Controlling Interests consisted of the following:

	For the Three Months Ended March 31,
	2016			2015
Interest in management companies and a co-investment vehicle(1)	$	(2,082	)	$	(2,882	)
Other consolidated entities	47			(2,083		)
Net (income) attributable to Non-Controlling Interests in consolidated entities	(2,035		)	(4,965		)
Net income attributable to Appropriated Partners’ Capital(2)	—			2,406
Net (income) loss attributable to Non-Controlling Interests in the Apollo Operating Group	43,768			(48,012		)
Net (Income) Loss attributable to Non-Controlling Interests	$	41,733		$	(50,571	)
Net income attributable to Appropriated Partners’ Capital(3)	—			(2,406		)
Other comprehensive (income) loss attributable to Non-Controlling Interests	(2,634		)	7,582
Comprehensive (Income) Loss Attributable to Non-Controlling Interests	$	39,099		$	(45,395	)

(1) Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our credit funds.

(2) Reflects net income of the consolidated CLOs classified as VIEs.

(3) Appropriated Partners’ Capital is included in total Apollo Global Management, LLC shareholders’ equity and is therefore not a component of comprehensive income attributable to Non-Controlling Interests on the condensed consolidated statements of comprehensive income.

13. COMMITMENTS AND CONTINGENCIES

Investment Commitments—As a limited partner, general partner and manager of the Apollo funds, Apollo had unfunded capital commitments as of March 31, 2016 and December 31, 2015 of $564.0 million and $566.3 million, respectively.

Apollo has an ongoing obligation to acquire additional common units of AAA in an amount equal to 25% of the aggregate after-tax cash distributions, if any, that are made by AAA to Apollo’s affiliates pursuant to the carried interest distribution rights that are applicable to investments made through AAA Investments. In addition, on April 30, 2015, Apollo entered into a revolving credit agreement with AAA Investments (“AAA Investments Credit Agreement”). Under the terms of the AAA Investments Credit Agreement, the Company shall make available to AAA Investments one or more advances at the discretion of AAA Investments in the aggregate amount not to exceed a balance of $10.0 million at an applicable rate of LIBOR plus 1.5%. The Company receives an annual commitment fee of 0.125%  on the unused portion of the loan. As of March 31, 2016, no advance on the AAA Investments Credit Agreement had been made by the Company.

Debt Covenants—Apollo’s debt obligations contain various customary loan covenants. As of March 31, 2016, the Company was not aware of any instances of non-compliance with the financial covenants contained in the documents governing the Company’s debt obligations.

- 46-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Litigation and Contingencies—Apollo is, from time to time, party to various legal actions arising in the ordinary course of business including claims and lawsuits, reviews, investigations or proceedings by governmental and self regulatory agencies regarding its business.

In March 2012, plaintiffs filed two putative class actions, captioned Kelm v. Chase Bank (No. 12-cv-332) and Miller v. 1-800-Flowers.com, Inc. (No. 12-cv-396), in the District of Connecticut on behalf of a class of consumers alleging online fraud. The defendants included, among others, Trilegiant Corporation, Inc. (“Trilegiant”), its parent company, Affinion Group, LLC (“Affinion”), and AGM, which is affiliated with funds that are the beneficial owners of 68% of Affinion’s common stock. In both cases, plaintiffs allege that Trilegiant, aided by its business partners, who include e-merchants and credit card companies, developed a set of business practices intended to create consumer confusion and ultimately defraud consumers into unknowingly paying fees to clubs for unwanted services. Plaintiffs allege that AGM is a proper defendant because of its indirect stock ownership and ability to appoint the majority of Affinion’s board. The complaints assert claims under the Racketeer Influenced Corrupt Organizations Act; the Electronic Communications Privacy Act; the Connecticut Unfair Trade Practices Act; and the California Business and Professional Code, and seek, among other things, restitution or disgorgement, injunctive relief, compensatory, treble and punitive damages, and attorneys’ fees. The allegations in Kelm and Miller are substantially similar to those in Schnabel v. Trilegiant Corp. (No. 3:10-cv-957), a putative class action filed in the District of Connecticut in 2010 that names only Trilegiant and Affinion as defendants. The court has consolidated the Kelm, Miller, and Schnabel cases under the caption In re: Trilegiant Corporation, Inc. and ordered that they proceed on the same schedule. On June 18, 2012, the court appointed lead plaintiffs’ counsel, and on September 7, 2012, plaintiffs filed their consolidated amended complaint (“CAC”), which alleges the same causes of action against AGM as did the complaints in the Kelm and Miller cases. Defendants filed motions to dismiss on December 7, 2012, plaintiffs filed opposition papers on February 7, 2013, and defendants filed replies on April 5, 2013. On December 5, 2012, plaintiffs filed another putative class action, captioned Frank v. Trilegiant Corp. (No. 12- cv-1721), in the District of Connecticut, naming the same defendants and containing allegations substantially similar to those in the CAC. On January 23, 2013, plaintiffs moved to transfer and consolidate Frank into In re: Trilegiant. On July 24, 2013 the Frank court transferred the case to Judge Bryant, who is presiding over In re: Trilegiant, and on March 28, 2014, Judge Bryant granted the motion to consolidate. On September 25, 2013, the court held oral argument on defendants’ motions to dismiss.  On March 28, 2014, the court granted in part and denied in part motions to dismiss filed by Affinion and Trilegiant on behalf of all defendants, and also granted separate motions to dismiss filed by certain defendants, including AGM. On that same day, the court directed the clerk to terminate AGM as a defendant in the consolidated action. The case is proceeding against several defendants, and so plaintiffs’ time to file their notice of appeal as to the dismissed defendants has not begun running.

Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of Apollo have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo’s funds, seeking information regarding the use of placement agents. California Public Employees’ Retirement System (“CalPERS”), one of Apollo’s Strategic Investors, announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. The report of the CalPERS’ Special Review was issued on March 14, 2011. That report does not allege any wrongdoing on the part of Apollo or its affiliates. Apollo is continuing to cooperate with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC (“Arvco”) (a placement agent that Apollo has used) and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS’s purchase of securities in various funds managed by Apollo and another asset manager. Apollo is not a party to the civil lawsuit and the lawsuit does not allege any misconduct on the part of Apollo. Likewise, on April 23, 2012, the SEC filed a lawsuit alleging securities fraud on the part of Arvco, as well as Messrs. Buenrostro and Villalobos, in connection with their activities concerning certain CalPERS investments in funds managed by Apollo. This lawsuit also does not allege wrongdoing on the part of Apollo, and alleges that Apollo was defrauded by Arvco, Villalobos, and Buenrostro. On March 14, 2013, the United States Department of Justice unsealed an indictment against Messrs. Villalobos and Buenrostro alleging, among other crimes, fraud in connection with those same activities; again, Apollo is not accused of any wrongdoing and in fact is alleged to have been defrauded by the defendants. The criminal action was set for trial in a San Francisco federal court in July 2014, but was put on hold after Mr. Buenrostro pleaded guilty on July 11, 2014. As part of Mr. Buenrostro’s plea agreement, he admitted to taking cash and other bribes from Mr. Villalobos in exchange for several improprieties, including attempting to influence CalPERS’ investing decisions and improperly preparing disclosure letters to satisfy Apollo’s requirements. There is no suggestion that Apollo was aware that Mr. Buenrostro had signed the letters with a corrupt motive. The government has indicated that they will file new charges against Mr. Villalobos incorporating Mr. Buenrostro’s admissions. On August 7, 2014, the government filed a superseding indictment against Mr. Villalobos asserting additional charges. Trial had been scheduled for February 23, 2015, but Mr. Villalobos passed away on January 13, 2015. Additionally, on April 15, 2013, Mr. Villalobos, Arvco and related entities (the “Arvco Debtors”) brought

- 47-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

a civil action in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”) against Apollo. The action is related to the ongoing bankruptcy proceedings of the Arvco Debtors. This action alleges that Arvco served as a placement agent for Apollo in connection with several funds associated with Apollo, and seeks to recover purported fees the Arvco Debtors claim Apollo has not paid them for a portion of Arvco’s placement agent services. In addition, the Arvco Debtors allege that Apollo has interfered with the Arvco Debtors’ commercial relationships with third parties, purportedly causing the Arvco Debtors to lose business and to incur fees and expenses in the defense of various investigations and litigations. The Arvco Debtors also seek compensation from Apollo for these alleged lost profits and fees and expenses. The Arvco Debtors’ complaint asserts various theories of recovery under the Bankruptcy Code and common law. Apollo denies the merit of all of the Arvco Debtors’ claims and will vigorously contest them. The Bankruptcy Court had stayed this action pending the result in the criminal case against Mr. Villalobos but lifted the stay on May 1, 2015; in light of Mr. Villalobos’s death, the criminal case was dismissed.  For these reasons, no estimate of possible loss, if any, can be made at this time.

On June 18, 2014, BOKF N.A. (the “First Lien Trustee”), the successor indenture trustee under the indenture governing the First Lien Notes issued by Momentive Performance Materials, Inc. (“Momentive”), commenced a lawsuit in the Supreme Court for the State of New York, New York County against AGM and members of an ad hoc group of Second Lien Noteholders (including, but not limited to, Euro VI (BC) S.a.r.l.). The First Lien Trustee amended its complaint on July 2, 2014 (the “First Lien Intercreditor Action”). In the First Lien Intercreditor Action, the First Lien Trustee seeks, among other things, a declaration that the defendants violated an intercreditor agreement entered into between holders of the First Lien Notes and holders of the second lien notes. On July 16, 2014, the successor indenture trustee under the indenture governing the 1.5 Lien Notes (the “1.5 Lien Trustee,” and, together with the First Lien Trustee, the “Indenture Trustees”) filed an action in the Supreme Court of the State of New York, New York County that is substantially similar to the First Lien Intercreditor Action (the “1.5 Lien Intercreditor Action,” and, together with the First Lien Intercreditor Action, the “Intercreditor Actions”). AGM subsequently removed the Intercreditor Actions to federal district court, and the Intercreditor Actions were automatically referred to the Bankruptcy Court adjudicating the Momentive chapter 11 bankruptcy cases. The Indenture Trustees then filed motions with the Bankruptcy Court to remand the Intercreditor Actions back to the state court (the “Remand Motions”). On September 9, 2014, the Bankruptcy Court denied the Remand Motions. On August 15, 2014, the defendants in the Intercreditor Actions (including AGM) filed a motion to dismiss the 1.5 Lien Intercreditor Action and a motion for judgment on the pleadings in the First Lien Intercreditor Action (the “Dismissal Motions”). On September 30, 2014, the Bankruptcy Court granted the Dismissal Motions. In its order granting the Dismissal Motions, the Bankruptcy Court gave the Indenture Trustees until mid-November 2014 to move to amend some, but not all, of the claims alleged in their respective complaints. On November 14, 2014, the Indenture Trustees moved to amend their respective complaints pursuant to the Bankruptcy Court’s order (the “Motions to Amend”). On January 9, 2015, the defendants filed their oppositions to the Motions to Amend. On January 16, 2015, the Bankruptcy Court denied the Motions to Amend (the “Dismissal Order”), but gave the Indenture Trustees until March 2, 2015 to seek to amend their respective complaints. On March 2, 2015, the First Lien Trustee filed a motion seeking to amend its complaint. On April 10, 2015, the defendants, including AGM and Euro VI (BC) S.a.r.l., filed an opposition to the First Lien Trustee’s motion to amend. Instead of moving again to amend its complaint, the 1.5 Lien Trustee chose to appeal the Dismissal Order (the “1.5 Lien Appeal”). On March 30, 2015, the 1.5 Lien Trustee filed its Statement of Issues and Designation of Record on Appeal. On March 31, 2015, because the legal issues presented in the 1.5 Lien Appeal are substantially similar to those presented in the First Lien Intercreditor Action, the parties in the 1.5 Lien Appeal submitted a joint stipulation and proposed order to the District Court staying the briefing schedule on the 1.5 Lien Appeal pending the outcome of the First Lien Trustee’s most recent motion to amend. On April 13, 2015, the Defendants filed their Counter-Designation of the Record on Appeal in the 1.5 Lien Appeal. On May 8, 2015, the Bankruptcy Court denied the motion to amend filed on March 2, 2015 by the First Lien Trustee. On May 27, 2015, the First Lien Trustee filed a notice of appeal from the orders of the Bankruptcy Court dismissing the First Lien Intercreditor Action and denying the First Lien Trustee’s motions to amend (the “First Lien Appeal”). On June 2, 2015, the First Lien Trustee filed its Statement of Issues and Designation of Record on Appeal. On June 24, 2015, the defendants filed their Counter-Designation of the Record on Appeal in the First Lien Appeal. On July 31, 2015, the 1.5 Lien Trustee sent a letter to the federal district court hearing the 1.5 Lien Appeal asking the court to consolidate the 1.5 Lien Appeal with the First Lien Appeal which had been assigned to a different judge (the “Consolidation Request”). On April 8, 2016, the court granted the Consolidation Request. On April 26, 2016, the Court entered a stipulation between the parties providing that the Indenture Trustees’ opening appellate brief is due on or before May 20, 2016, the Appellees’ response brief is due on or before July 14, 2016, and the Indenture Trustees’ reply brief is due on or before August 5, 2016. Apollo is unable at this time to assess a potential risk of loss. In addition, Apollo does not believe that AGM is a proper defendant in these actions.

On June 13, 2014, plaintiffs Stark Master Fund Ltd and Stark Global Opportunities Master Fund Ltd filed a lawsuit in the United States District Court for the Eastern District of Wisconsin against AGM and Apollo Management Holdings, (the “Apollo Defendants”), as well as Credit Suisse Securities (USA) LLC and Deutsche Bank Securities (USA) LLC (the “Bank Defendants”). The complaint alleges that the Apollo Defendants and the other defendants entered into an undisclosed and improper

- 48-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

agreement concerning the financing of a potential acquisition of Hexion Specialty Chemicals Inc., and on this basis alleges a variety of common law misrepresentation claims, both intentional and negligent. The Apollo Defendants and Bank Defendants filed motions to dismiss the complaint on October 15, 2014. Rather than respond to the motions, plaintiffs filed an Amended Complaint on November 5, 2014. The Apollo Defendants and Bank Defendants filed motions to dismiss the Amended Complaint on December 23, 2014. Plaintiffs filed a motion for leave to conduct jurisdictional discovery on February 2, 2015. On April 9, 2015, the Court issued an order granting plaintiffs’ motion for leave to conduct limited jurisdictional discovery. Pursuant to the parties’ stipulation approved by the Court, Plaintiffs must file their opposition to Defendants’ motion to dismiss the Amended Complaint on or before 30 days following the close of jurisdictional discovery. Because the claims against the Apollo Defendants are in their early stages, no reasonable estimate of possible loss, if any, can be made at this time.

There are several pending actions concerning transactions related to Caesars Entertainment Operating Company, Inc. (“CEOC”) and certain of its subsidiaries.  Apollo is not a defendant in these matters.

• In re: Caesars Entertainment Operating Company, Inc. bankruptcy proceedings, No. 15-10047 (Del. Bankr.) (the “Delaware Bankruptcy Action”) and No. 15-01145 (N.D. Ill. Bankr.) (the “Illinois Bankruptcy Action”). On January 12, 2015, three holders of CEOC second lien notes filed an involuntary bankruptcy petition against CEOC in the United States Bankruptcy Court for the District of Delaware. On January 15, 2015, CEOC and certain of its affiliates (collectively the “Debtors”) filed for Chapter 11 bankruptcy in the Northern District of Illinois. On February 2, 2015, the court in the Delaware Bankruptcy Action ordered that all bankruptcy proceedings relating to the Debtors should take place in the Illinois Bankruptcy Action. On March 11, 2015, the Debtors filed an adversary complaint in the Illinois Bankruptcy Action to stay, pending resolution of the bankruptcy, the Trustee, Meehancombs, Danner, and BOKF Actions described below. On June 3-4, 2015, the court held an evidentiary hearing on the Debtors’ stay request. On July 22, 2015, the court denied the Debtors’ stay request (the “Stay Denial”). On October 8, 2015, the United States District Court for the Northern District of Illinois (No. 15-06504 (N.D. Ill.)) affirmed the Stay Denial, and the Debtors filed an appeal to the United States Court of Appeals for the Seventh Circuit (No. 15-3259 (7th Cir.)). On December 23, 2015, the Seventh Circuit vacated the lower court opinions denying the injunction and remanded the dispute to the Bankruptcy Court for further proceedings. On January 11, 2016, the CEOC noteholders submitted a petition for rehearing before the Seventh Circuit en banc. The Seventh Circuit denied the petition, and on February 26, 2016, the Bankruptcy Court granted the stay request as to the BOKF Action through May 9, 2016. The Debtors did not request an extension of the May 9, 2016 expiration, but left open the possibility of seeking further relief with respect to the injunction if ongoing mediation efforts are unsuccessful. Separately, the Bankruptcy Court held an evidentiary hearing to determine whether the Debtors’ petition date was January 12, 2015 or January 15, 2015. The Bankruptcy Court has indicated that it will decide that issue on July 20, 2016. Certain of the Debtors’ creditors have indicated in filings with the Illinois bankruptcy court that an investigation into certain acts and transactions that predated the Debtors’ bankruptcy filing could lead to claims against a number of parties, including Apollo. To date, no such claims have been brought against Apollo.

• Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp. et al., No. 10004-CVG (Del. Ch.) (the “Trustee Action”). On August 4, 2014, Wilmington Savings Fund Society, FSB (“WSFS”), as trustee for certain CEOC second-lien notes, sued Caesars Entertainment Corporation (“Caesars Entertainment”), CEOC, other Caesars Entertainment-affiliated entities, and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeff Benjamin (a consultant to Apollo), in Delaware’s Court of Chancery. WSFS (i) asserts claims (against some or all of the defendants) for fraudulent conveyance, breach of fiduciary duty, breach of contract, corporate waste and aiding and abetting related to certain transactions among CEOC and other Caesars Entertainment affiliates, and (ii) requests (among other things) that the court unwind the challenged transactions and award damages. WSFS served a subpoena for documents on Apollo on September 11, 2014, but Apollo’s response was stayed during the pendency of motions to dismiss under a September 23, 2014 stipulated order. On March 18, 2015, the Court denied Defendants’ motion to dismiss. Apollo served responses and objections to the Trustee’s subpoena on March 25, 2015. Caesars Entertainment answered the complaint on April 1, 2015.

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

During the pendency of CEOC’s bankruptcy proceedings, the Trustee Action has been automatically stayed with respect to CEOC. WSFS additionally advised the bankruptcy court that, during CEOC’s bankruptcy proceedings, the Trustee would only pursue claims in the Trustee Action relating to whether Caesars Entertainment remains liable on a guarantee of certain of CEOC’s second priority notes. On July 17, 2015, WSFS served supplemental subpoenas to several entities affiliated with Apollo. Apollo has substantially completed its production of non-privileged documents responsive to those subpoenas. On March 11, 2016, WSFS filed a motion for partial summary judgment (the “Summary Judgment Motion”) on its breach of contract claim against CEC. On April 25, 2016, CEC filed a joint Cross-Motion for Partial Summary Judgment and answering brief in opposition to WSFS’s Summary Judgment Motion (the “Cross-Motion”). WSFS is currently scheduled to file its joint reply and opposition to CEC’s Cross-Motion on May 24, 2016, CEC will file a reply to WSFS’s opposition on June 9, 2016, and oral argument on the parties’ competing motions for partial summary judgment will be held on June 16, 2016.

• MeehanCombs Global Credit Opportunities Master Fund, L.P., et al. v. Caesars Entertainment Corp., et al., No. 14-cv-7091 (S.D.N.Y.) (the “MeehanCombs Action”).  On September 3, 2014, institutional investors allegedly holding approximately $137 million in CEOC unsecured senior notes sued CEOC and Caesars Entertainment for breach of contract and the implied covenant of good faith, Trust Indenture Act (“TIA”) violations and a declaratory judgment challenging the August 2014 private financing transaction in which a portion of outstanding senior unsecured notes were purchased by Caesars Entertainment, and a majority of the noteholders agreed to amend the indenture to terminate Caesars Entertainment’s guarantee of the notes and modify certain restrictions on CEOC’s ability to sell assets. Caesars Entertainment and CEOC filed a motion to dismiss on November 12, 2014. On January 15, 2015, the court granted the motion with respect to a TIA claim by MeehanCombs but otherwise denied the motion. On January 30, 2015, plaintiffs filed an amended complaint seeking relief against Caesars Entertainment only, and Caesars Entertainment answered on February 12, 2015. On October 2, 2014, a related putative class action complaint was filed on behalf of the holders of these notes captioned Danner v. Caesars Entertainment Corp., et al., No. 14-cv-7973 (S.D.N.Y.) (the “Danner Action”), against Caesars Entertainment alleging claims similar to those in the MeehanCombs Action. On February 19, 2015, plaintiffs filed an amended complaint, and Caesars Entertainment answered the amended complaint on February 25, 2015. In March 2015, each of MeehanCombs and Danner served subpoenas for documents on Apollo. Apollo produced responsive, non-privileged documents in response to those subpoenas. In July 2015, MeehanCombs and Danner served subpoenas for depositions on Apollo and those depositions were completed on September 22, 2015. On October 23, 2015, MeehanCombs and Danner filed motions for partial summary judgment, related to TIA and breach of contract claims. On December 29, 2015, the court denied the motions for partial summary judgment. The parties are currently engaged in expert discovery. On March 23, 2016, the judge presiding over the MeehanCombs and Danner Actions announced that she was retiring from the bench effective April 28.  A new judge was assigned to preside over the MeehanCombs and Danner Actions (in addition to the BOKF, UMB SDNY, and Wilmington Trust Actions, defined below). On April 6, 2016, the parties agreed to a renewed summary judgment schedule for the MeehanCombs, Danner, BOKF, UMB SDNY (as defined below) and Wilmington Trust Actions. The moving parties submitted their briefs on May 10, 2016.  Opposition briefs are due on or before May 31, 2016. Reply briefs are due on or before June 14, 2016. The court scheduled oral argument on the summary judgment motions for June 24, 2016. The court indicated that it anticipates issuing a decision on the summary judgment motions by July 22, 2016 and that a global trial, if necessary, will begin on August 22, 2016.

• UMB Bank v. Caesars Entertainment Corporation, et al., No. 10393 (Del. Ch.) (the “UMB Action”). On November 25, 2014, UMB Bank, as trustee for certain CEOC notes, sued Caesars Entertainment, CEOC, other Caesars Entertainment-affiliated entities, and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeffrey Benjamin (an Apollo consultant), in Delaware Chancery Court. The lawsuit alleges claims for actual and constructive fraudulent conveyance and transfer, insider preferences, illegal dividends, breach of contract, intentional interference with contractual relations, breach of fiduciary duty, aiding and

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

abetting breach of fiduciary duty, usurpation of corporate opportunities, and unjust enrichment. The UMB Action seeks appointment of a receiver for CEOC, a constructive trust, and other relief. The UMB Action has been assigned to the same judge overseeing the Trustee Action. Upon filing the complaint, UMB Bank moved to expedite its claim seeking a receiver, on which the court held oral argument on December 17, 2014. On January 15, 2015, the court entered a stipulated order staying the UMB Action as to all parties due to CEOC’s bankruptcy filing. On March 21, 2016, the parties filed a joint status report and a stipulation and proposed order governing the stay of the UMB Action. On April 7, 2016, the court entered the stipulation, staying the UMB Action until the earlier of (i) the termination of the Fifth Amended & Restated Restructuring Support and Forbearance Agreement dated as of October 7, 2015 (the “Fifth Amended Bond RSA”) or (ii) the “Effective Date,” as that term is defined in the Fifth Amended Bond RSA.

• Koskie v. Caesars Acquisition Company, et al., No. A-14-711712-C (Clark Cnty Nev. Dist. Ct.) (the “Koskie Action”). On December 30, 2014, Nicholas Koskie brought a shareholder class action on behalf of shareholders of Caesars Acquisition Company (“CAC”) against CAC, Caesars Entertainment, and members of CAC’s Board of Directors, including Marc Rowan and David Sambur (each an Apollo partner). The lawsuit challenges CAC and Caesars Entertainment’s plan to merge, alleging that the proposed transaction will not give CAC shareholders fair value. Koskie asserts claims for breach of fiduciary duty relating to the director defendants’ interrelationships with the entities involved the proposed transaction. The deadline for CAC to respond to this lawsuit has been adjourned indefinitely by agreement of the parties.

• BOKF, N.A. v. Caesars Entertainment Corporation, No. 15-156 (S.D.N.Y) (the “BOKF Action”). On March 3, 2015, BOKF, N.A., as trustee for certain CEOC notes, sued Caesars Entertainment in the Southern District of New York. The lawsuit alleges claims for breach of contract, intentional interference with contractual relations and a declaratory judgment, and seeks to enforce Caesars Entertainment’s guarantee of certain CEOC notes. The BOKF Action has been assigned to the same judge as the MeehanCombs and Danner Actions. On March 25, 2015, Caesars Entertainment filed an answer to the complaint. On May 19, 2015, BOKF sent the court a letter requesting permission to file a partial summary judgment motion on Counts II and V of its complaint, related to the validity and enforceability of Caesars Entertainment’s guarantee of certain notes issued by CEOC and alleged violations of the Trust Indenture Act, 15 U.S.C. §§ 76aaa, et seq. The MeehanCombs and Danner plaintiffs did not join BOKF’s request to file for partial summary judgment. On May 28, 2015, the court granted BOKF permission to move for partial summary judgment. On June 15, 2015, another related complaint captioned UMB Bank, N.A. v. Caesars Entertainment Corp., et al., No. 15-cv-4634 (S.D.N.Y.) (the “UMB SDNY Action”) was filed by UMB Bank, N.A., solely in its capacity as Indenture Trustee of certain first lien notes (“UMB”), against Caesars Entertainment alleging claims similar to those alleged in the BOKF, MeehanCombs and Danner Actions. On June 16, 2015, UMB sent a letter to the court requesting permission to file a partial summary judgment motion on the same schedule with BOKF. On June 26, 2015, BOKF and UMB filed partial summary judgment motions (the “Partial Summary Judgment Motions”). On July 24, 2015, Caesars Entertainment filed its opposition to the Partial Summary Judgment Motions, and on August 7, 2015, BOKF and UMB filed reply briefs in further support of the Partial Summary Judgment Motions. On August 27, 2015, the Court denied the Partial Summary Judgment Motions and certified its opinion for an interlocutory appeal to the United States Court of Appeals for the Second Circuit. On December 22, 2015, the Second Circuit declined to hear the interlocutory appeal. Separately, on November 20, 2015, BOKF and UMB filed a second set of motions for partial summary judgment, on the issue of the disputed contract interpretation related to indenture release provisions. On January 5, 2016 the District Court denied these motions. At a hearing on February 22, 2016, the Court bifurcated the trial in the BOKF and UMB SDNY Actions and scheduled the trial on the breach of contract and TIA claims to begin on March 14, 2016. The Court ordered a separate trial on the claims for breach of the covenant of good faith and fair dealing and tortious interference with contract to begin at a later date to be determined. On February 26, 2016, the Bankruptcy Court granted the stay request as to the BOKF Action until May 9, 2016, resulting in a stay of the trial on the breach of contract and TIA claims in the BOKF and UMB SDNY Actions. On February 24, 2016, Caesars Entertainment filed a motion

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FINANCIAL STATEMENTS

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

for partial summary judgment to dispose of the claims for (1) breach of the implied covenant of good faith and fair dealing brought by BOKF and UMB, and (2) intentional interference with contractual relations brought by BOKF. As noted above, the court presiding over the BOKF, UMB SDNY and Wilmington Trust Actions has ordered a briefing and oral argument schedule for renewed summary judgment motions and has scheduled a global trial, if necessary, to begin on August 22, 2016.

• Wilmington Trust, National Association v. Caesars Entertainment Corporation, No. 15-cv-08280 (S.D.N.Y.) (the “Wilmington Trust Action”). On October 20, 2015, Wilmington Trust, N.A., solely in its capacity as Indenture Trustee for the 10.75% Notes due 2016 (“Wilmington Trust”), sued Caesars Entertainment in the Southern District of New York alleging claims similar to those alleged in the BOKF, UMB, MeehanCombs, and Danner Actions. The Wilmington Trust Action has been referred to the same judge as the other related cases pending in the Southern District of New York. Should any party to the Wilmington Trust Action wish to seek summary judgment on any issue, that motion for summary judgment will proceed on the same schedule as the MeehanCombs, Danner, BOKF, and UMB SDNY Actions.

Apollo believes that the claims in the Trustee Action, the UMB Action, the MeehanCombs Action, the Danner Action, the Koskie Action, the BOKF Action, the UMB SDNY Action, and the Wilmington Trust Action are without merit. For this reason, and because of pending bankruptcy proceedings involving CEOC and certain of its subsidiaries, no reasonable estimate of possible loss, if any, can be made at this time.

The Bankruptcy Court administering the CEOC bankruptcy proceedings appointed an examiner (the “Examiner”) to report on certain transactions engaged in by CEOC and certain of its subsidiaries. The Examiner issued his report on March 16, 2016. The Examiner’s report states that potential claims may exist against “Apollo” and persons affiliated with it relating to certain transactions that occurred in the years preceding CEOC’s bankruptcy filing, principally relating to Bankruptcy Code fraudulent conveyance claims as well as aiding and abetting claims. To date, no new claim has been asserted. Apollo and persons affiliated with it deny any wrongdoing and deny any liability in connection with such transactions, and if any new claim is asserted against any of them, such claim will be vigorously contested.

Following the January 16, 2014 announcement that CEC Entertainment, Inc. (“CEC”) had entered into a merger agreement with certain entities affiliated with Apollo (the “Merger Agreement”), four putative shareholder class actions were filed in the District Court of Shawnee County, Kansas on behalf of purported stockholders of CEC against, among others, CEC, its directors and Apollo and certain of its affiliates, which include Queso Holdings Inc., Q Merger Sub Inc., Apollo Management VIII, L.P., and AP VIII Queso Holdings, L.P. The first purported class action, which is captioned Hilary Coyne v. Richard M. Frank et al., Case No. 14C57, was filed on January 21, 2014 (the “Coyne Action”). The second purported class action, which was captioned John Solak v. CEC Entertainment, Inc. et al., Civil Action No. 14C55, was filed on January 22, 2014 (the “Solak Action”). The Solak Action was dismissed for lack of prosecution on October 14, 2014. The third purported class action, which is captioned Irene Dixon v. CEC Entertainment, Inc. et al., Case No. 14C81, was filed on January 24, 2014 and additionally names as defendants Apollo Management VIII, L.P. and AP VIII Queso Holdings, L.P. (the “Dixon Action”). The fourth purported class action, which is captioned Louisiana Municipal Public Employees’ Retirement System v. Frank, et al., Case No. 14C97, was filed on January 31, 2014 (the “LMPERS Action”) (together with the Coyne and Dixon Actions, the “Shareholder Actions”). A fifth purported class action, which was captioned McCullough v. Frank, et al., Case No. CC-14-00622-B, was filed in the County Court of Dallas County, Texas on February 7, 2014. This action was dismissed for want of prosecution on May 21, 2014. Each of the Shareholder Actions alleges, among other things, that CEC’s directors breached their fiduciary duties to CEC’s stockholders in connection with their consideration and approval of the Merger Agreement, including by agreeing to an inadequate price, agreeing to impermissible deal protection devices, and filing materially deficient disclosures regarding the transaction. Each of the Shareholder Actions further alleges that Apollo and certain of its affiliates aided and abetted those alleged breaches. As filed, the Shareholder Actions seek, among other things, rescission of the various transactions associated with the merger, damages and attorneys’ and experts’ fees and costs. On February 7, 2014 and February 11, 2014, the plaintiffs in the Shareholder Actions pursued a consolidated action for damages after the transaction closed. Thereafter, the Shareholder Actions were consolidated under the caption In re CEC Entertainment, Inc. Stockholder Litigation, Case No. 14C57, and the parties engaged in limited discovery. On July 21, 2015, a consolidated class action complaint was brought by Twin City Pipe Trades Pension Trust in the Shareholder Actions that did not name as defendants Apollo, Queso Holdings Inc., Q Merger Sub Inc., Apollo Management VIII, L.P., or AP VIII Queso Holdings, L.P., continued to assert claims against CEC and its former directors, and added The Goldman Sachs Group Inc. (“Goldman Sachs”)

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as a defendant. The consolidated complaint alleges, among other things, that CEC’s former directors breached their fiduciary duties to CEC’s stockholders by conducting a deficient sales process, agreeing to impermissible deal protection devices, and filing materially deficient disclosures regarding the transaction. It further alleges that two members of the board who also served as the senior managers of the company had material conflicts of interest and that Goldman Sachs aided and abetted the board’s breaches as a result of various conflicts of interest facing the bank. The consolidated complaint seeks, among other things, to recover damages, attorneys’ fees and costs. On October 22, 2015, the parties to the consolidated action moved to dismiss the complaint. Although Apollo cannot predict the ultimate outcome of the consolidated action, and therefore no reasonable estimate of possible loss, if any, can be made at this time, Apollo believes that such action is without merit.

On June 12, 2015, a putative class action was commenced in the United States District Court for the Northern District of California (“California Court”) by Rachel Silva (“Silva”) and Don Hudson, on behalf of themselves and all others similarly situated, against Aviva plc; Athene Annuity and Life Company f/k/a Aviva Life and Annuity Company (“Aviva”); Athene USA Corporation f/k/a Aviva USA Corporation; Athene Holding; Athene Life Re Ltd.; Athene Asset Management; and AGM. The complaint in this action alleges violations of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. Sections 1962(c) and (d). The plaintiffs allege that commencing in 2007 and continuing thereafter, Aviva and its then management engaged in a scheme to, among other things, falsely represent the financial strength of and hide the true financial condition of Aviva by, among other things, allegedly ceding risky liabilities to Aviva’s undercapitalized subsidiaries and affiliates, misvaluing assets, and failing to make required disclosures to purchasers of policies, and that after Athene Holding purchased all of the outstanding stock of Aviva’s parent effective October 2, 2013 the scheme was unwound and rewound so as to continue, and that as a result thereof some of the purchasers of annuity products issued by Aviva were charged an excessive price and were damaged as a result thereof. All defendants (except Aviva plc) (a) moved to transfer this action to the United States District Court for the Southern District of Iowa (“Iowa Court”) and (b) moved to dismiss this action. Aviva plc separately moved to dismiss the action for lack of jurisdiction over it. The California Court granted the motion to transfer to the Iowa Court and denied without prejudice the motions to dismiss. The defendants (except for Aviva plc) have moved to reinstate their motion to dismiss, and in reaction thereto the plaintiffs have advised the defendants that they intend to amend their complaint, on consent of the defendants or by motion to the Iowa Court, which would, inter alia, change the emphasis of their alleged factual assertions, drop Silva as a named plaintiff and drop Aviva plc as a defendant. The defendants are considering what their position will be on consenting to the filing of the proposed amended complaint but, in any event, will pursue a motion to dismiss either the original or the amended complaint. If the action is not dismissed, Athene Asset Management and AGM (and the other defendants) will deny the material allegations of the relevant complaint and will vigorously defend themselves against these claims. Although neither Athene Asset Management nor AGM can predict the ultimate outcome of this action, each believes that it is without merit, and because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On January 26, 2016, Verso Corporation and its subsidiaries (“Verso”), a portfolio company of certain of our private equity funds, filed for bankruptcy protection under Chapter 11 in the United States Bankruptcy Court for the District of Delaware. In connection with the bankruptcy filing, Verso entered into a debtor-in-possession financing package totaling $775 million.

As has been reported in the press, the SEC has focused recently on the disclosure to limited partners of the acceleration of certain special fees. The Company provided information about this topic to the staff of the SEC in connection with the SEC’s periodic examination of the Company in 2013. On July 27, 2015, the Company received an informal request for additional information from the staff of the SEC on this topic and certain ancillary issues. The Company is fully and voluntarily cooperating with the informal requests and is in discussions with the SEC regarding a potential resolution of these matters. As of March 31, 2016, the Company has accrued a $45.0 million legal reserve in connection with these matters.

The Company received an informal request for information from the staff of the SEC concerning the use of designated lender counsel with respect to financing buyout transactions, an issue recently covered in the press. The Company is fully cooperating with the SEC’s request for information.

After the announcement of the execution of the Agreement and Plan of Merger among Apollo Commercial Real Estate Finance, Inc., Apollo Residential Mortgage, Inc. and Arrow Merger Sub, Inc. (“Merger Sub”), two putative class action lawsuits challenging the proposed merger, captioned Aivasian v. Apollo Residential Mortgage, Inc., et al., No. 24-C-16-001532, and Wiener v. Apollo Residential Mortgage, Inc., et al., No. 24-C-16-001837, were filed in the Circuit Court for Baltimore City.  A putative class and derivative lawsuit was later filed in the same Court, captioned Crago v. Apollo Residential Mortgage, Inc., et al., No. 24-C-16-002610.  Following a hearing on May 6, 2016, the Court entered orders among other things, consolidating the three actions under the caption In Re Apollo Residential Mortgage, Inc. Shareholder Litigation, Case No.: 24-C-16-002610.  The plaintiffs have designated the Crago complaint as the operative complaint.  The operative complaint includes both direct and

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

derivative claims, names as defendants AGM, AMTG, the board of directors of AMTG (the “AMTG Board”), ARI, Merger Sub and Athene Holding and alleges, among other things, that the members of the AMTG Board breached their fiduciary duties to AMTG’s stockholders and that the other defendants aided and abetted such fiduciary breaches. The operative complaint further alleges, among other things, that the proposed merger involves inadequate consideration, was the result of an inadequate and conflicted sales process, and includes unreasonable deal protection devices that purportedly preclude competing offers.  It also alleges that the transactions with Athene Holding are unfair and that the registration statement on Form S-4 filed with the SEC on April 6, 2016 contains materially misleading disclosures and omits certain material information. The operative complaint seeks, among other things, certification of the proposed class, declaratory relief, preliminary and permanent injunctive relief, including enjoining or rescinding the merger, unspecified damages, and an award of other unspecified attorneys’ and other fees and costs. On May 6, 2016, counsel for the plaintiffs filed with the Court a stipulation seeking the appointment of interim co-lead counsel.  Apollo believes that plaintiffs’ claims against it are without merit. For this reason, and because the claims are in their early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Following the March 14, 2016 announcement that The Fresh Market, Inc. (“TFM”) had entered into a merger agreement with certain entities affiliated with Apollo (the “TFM Merger Agreement”), five putative shareholder class actions were filed in four courts (one in the Superior Court of Guilford County, North Carolina; two in the United States District Court for the District of Delaware; one in the United States District Court for the Middle District of North Carolina; and one in the Court of Chancery for the State of Delaware). Additionally, one individual action demanding inspection of books and records was filed in the Court of Chancery for the State of Delaware. The first purported class action, captioned Dolores Balint v. The Fresh Market, Inc., et. al., Case No. 16-CVS-4144, was filed on March 23, 2016 in the North Carolina Superior Court (the “Balint Action”). The complaint named as defendants TFM, its officers and directors and certain affiliates of AGM, Pomegranate Holdings, Inc. (“Pomegranate Holdings”) and Pomegranate Merger Sub, Inc. (“Pomegranate Merger Sub”). The Balint action was voluntarily dismissed by the plaintiff on April 13, 2016. The second purported class action, captioned Ross DeAmbrogio v. The Fresh Market, Inc., et. al., Case No. 1:16-cv-00239-LPS, was filed April 7, 2016 in the United States District Court for the District of Delaware and named as defendants TFM and its officers and directors (the “DeAmbrogio action”). The third purported class action, captioned John Solak v. The Fresh Market, Inc., et. al., Case No. 1:16-cv-00249-SLR, was filed April 8, 2016 in the United States District Court for the District of Delaware and named as defendants TFM, its officers and directors, AGM, Pomegranate Holdings, Pomegranate Merger Sub and Apollo Management VIII, L.P. (the “Solak Action”). The fourth purported class action, captioned Ronald Jantz v. Ray Berry, et. al., Case No. 1:16-cv-0307-CCE-JEP, was filed April 11, 2016 in the United States District Court for the Middle District of North Carolina and named as defendants TFM and its officers and directors (the “Jantz Action”). The fifth purported class action, captioned Bruce S. Sherman, et. al. v. The Fresh Market, Inc., et. al., Case No. 12205-VCG, was filed April 14, 2016 in the Chancery Court for the State of Delaware and named as defendants TFM, its officers and directors, AGM, Pomegranate Holdings, Pomegranate Merger Sub and Apollo Management VIII, L.P. (the “Sherman Action”). The sixth action, an individual action captioned Elizabeth Morrison v. The Fresh Market, Inc., Case No. 12243-VCG, was filed April 22, 2016 in the Chancery Court for the State of Delaware and names only TFM as a defendant (the “Morrison Action”). The Morrison Action seeks only the right to inspect certain books and records of TFM pursuant to Section 220 of the Delaware Corporate Code. The Solak Action and Sherman Action allege, among other things, that the TFM officers and directors breached their fiduciary duties to the TFM shareholders in connection with their consideration and approval of the TFM Merger Agreement, including by agreeing to an inadequate price and by filing materially deficient disclosures regarding the transaction. The Solak Action and the Sherman Action further allege that TFM, AGM, Apollo Management VIII, L.P., Pomegranate Holdings and Pomegranate Merger Sub, aided and abetted in those alleged breaches. The DeAmbrogio Action, the Solak Action, and the Jantz Action all allege, among other things, that the defendants violated federal securities laws based on purported material misstatements and omissions contained in public filings related to the TFM Merger Agreement and based on certain support and rollover agreements entered into as part of the TFM Merger Agreement. As filed, the shareholders seek, among other things, rescission of the various transactions associated with the merger and/or rescissory or other damages and attorneys’ and experts’ fees and costs. The plaintiff in the DeAmbrogio Action had filed a Motion for Preliminary Injunction on April 11, 2016 but withdrew that request on April 13, 2016. None of the courts in which these actions are pending has yet set a schedule for resolving the cases on the merits. Because each of these actions is in the early stages, no reasonable estimate of possible loss, if any, can be made. Apollo believes that each of these actions is without merit.

On March 4, 2016, the Public Employees Retirement System of Mississippi filed a putative securities class action against Sprouts Farmers Market, Inc. (“SFM”), several SFM directors (including Andrew Jhawar, an Apollo partner), an LP and an LLC controlled by entities managed by Apollo affiliates, and two underwriters of a March 2015 secondary offering of SFM common stock. The LP and LLC—AP Sprouts Holdings, LLC and AP Sprouts Holdings (Overseas), L.P. (the “AP Entities”)—sold SFM common stock in the March 2015 secondary offering. The complaint, filed in Arizona Superior Court and captioned Public Employees Retirement System of Mississippi v. Sprouts Farmers Market, Inc. (CV2016-050480), alleges that SFM filed a

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materially misleading registration statement for the secondary offering that incorporated alleged misrepresentations in SFM’s 2014 annual report regarding SFM’s business prospects, and failed to disclose alleged accelerating produce deflation. The two causes of action against the AP Entities are for alleged violations of Sections 11 and 15 of the Securities Act of 1933. Plaintiff seeks, among other things, compensatory damages for alleged losses sustained from a decline in SFM’s stock price. On March 24, 2016, defendants removed the case to United States District Court for the District of Arizona, and April 18, 2016, Plaintiff moved to remand. Because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Although the ultimate outcome of these matters cannot be ascertained at this time, Apollo is of the opinion, after consultation with counsel, that the resolution of any such matters to which it is a party at this time will not have a material adverse effect on the consolidated financial statements. Legal actions material to Apollo could, however, arise in the future.

Commitments—Apollo leases office space and certain office equipment under various lease and sublease arrangements, which expire on various dates through 2025. As these leases expire, it can be expected that in the normal course of business, they will be renewed or replaced. Certain lease agreements contain renewal options, rent escalation provisions based on certain costs incurred by the landlord or other inducements provided by the landlord. Rent expense is accrued to recognize lease escalation provisions and inducements provided by the landlord, if any, on a straight-line basis over the lease term and renewal periods where applicable. Apollo has entered into various operating lease service agreements in respect of certain assets.

As of March 31, 2016, the approximate aggregate minimum future payments required for operating leases were as follows:

	Remaining 2016		2017		2018		2019		2020		Thereafter		Total
Aggregate minimum future payments	$	28,476	$	35,834	$	31,371	$	30,635	$	14,087	$	10,713	$	151,116

Expenses related to non-cancellable contractual obligations for premises, equipment, auto and other assets were $10.1 million and $10.5 million for the three months ended March 31, 2016 and 2015, respectively.

Other Long-term Obligations—These obligations relate to payments with respect to certain consulting agreements entered into by Apollo Investment Consulting LLC, a subsidiary of Apollo, as well as long-term service contracts. A significant portion of these costs are reimbursable by funds or portfolio companies. As of March 31, 2016, fixed and determinable payments due in connection with these obligations were as follows:

	Remaining 2016		2017		2018		2019		2020		Thereafter		Total
Other long-term obligations	$	16,329	$	5,493	$	5,040	$	2,461	$	132	$	—	$	29,455

Contingent Obligations—Carried interest income with respect to private equity funds and certain credit and real estate funds is subject to reversal in the event of future losses to the extent of the cumulative carried interest recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that have been recognized by Apollo through March 31, 2016 and that would be reversed approximates $2.3 billion. Management views the possibility of all of the investments becoming worthless as remote. Carried interest income is affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable.

Additionally, at the end of the life of certain funds that the Company manages, there could be a payment due to a fund by the Company if the Company, as general partner, has received more carried interest income than was ultimately earned. The general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund or as otherwise set forth in the respective limited partnership agreement of the fund. See note 12 to our condensed consolidated financial statements for further details regarding the general partner obligation.

Certain funds may not generate carried interest income as a result of unrealized and realized losses that are recognized in the current and prior reporting period. In certain cases, carried interest income will not be generated until additional unrealized

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

and realized gains occur. Any appreciation would first cover the deductions for invested capital, unreturned organizational expenses, operating expenses, management fees and priority returns based on the terms of the respective fund agreements.

One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings to the portfolio companies of the funds Apollo manages. As of March 31, 2016, there were no underwriting commitments outstanding related to such offerings.

Contingent Consideration—In connection with the acquisition of Stone Tower in April 2012, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future carried interest income earned from certain of the Stone Tower funds, CLOs, and strategic investment accounts. This contingent consideration liability was determined based on the present value of estimated future carried interest payments, and is recorded in profit sharing payable in the condensed consolidated statements of financial condition. The fair value of the remaining contingent obligation was $65.0 million and $70.9 million as of March 31, 2016 and December 31, 2015, respectively.

In connection with the Gulf Stream acquisition, the Company agreed to make payments to the former owners of Gulf Stream under a contingent consideration obligation which required the Company to transfer cash to the former owners of Gulf Stream based on a specified percentage of carried interest income. The contingent liability had a fair value of $9.1 million and $8.7 million as of March 31, 2016 and December 31, 2015, respectively, which was recorded in profit sharing payable in the condensed consolidated statements of financial condition.

The contingent consideration obligations will be remeasured to fair value at each reporting period until the obligations are satisfied. The changes in the fair value of the contingent consideration obligations is reflected in profit sharing expense in the condensed consolidated statements of operations.

The contingent consideration obligations are measured at fair value and are characterized as Level III liabilities. See note 5 for further information regarding fair value measurements.

14. SEGMENT REPORTING

Apollo conducts its business primarily in the United States and substantially all of its revenues are generated domestically. Apollo’s business is conducted through three reportable segments: private equity, credit and real estate. Segment information is utilized by our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made, the frequency of trading, and the level of control over the investment.

The performance is measured by management on an unconsolidated basis because management makes operating decisions and assesses the performance of each of Apollo’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the affiliated funds.

The Company’s financial results vary since carried interest, which generally constitutes a large portion of the income from the funds that Apollo manages, as well as the transaction and advisory fees that the Company receives, can vary significantly from quarter to quarter and year to year. As a result, the Company emphasizes long-term financial growth and profitability to manage its business.

Economic Income (Loss)

Economic Income, or “EI”, is a key performance measure used by management in evaluating the performance of Apollo’s private equity, credit and real estate segments. Management believes the components of EI, such as the amount of management fees, advisory and transaction fees and carried interest income, are indicative of the Company’s performance. Management uses EI in making key operating decisions such as the following:

• Decisions relatedto the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;

• Decisionsrelated to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; and

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

• Decisions relating to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in such funds and those of the Company’s shareholders by providing such individuals a profit sharing interest in the carried interest income earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’s performance and growth for the year.

EI is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. EI represents segment income (loss) before income tax (provision) benefit excluding transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. In addition, segment data excludes non-cash revenue and expense related to equity awards granted by unconsolidated affiliates to employees of the Company, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements.

Economic Income (Loss) for the three months ended March 31, 2015 includes a recast of salary, bonus and benefits due to management’s change in allocation methodology among the segments in the current period. All prior periods have been recast to conform to the current presentation. Impact to the combined segments’ total Economic Income (Loss) for all periods was zero.

	Impact on Economic Income (Loss)
	For the Three Months Ended March 31, 2015
	Private Equity Segment			Credit Segment		Real Estate Segment			Total Reportable Segments
Total Economic Income (Loss), as previously presented	$	59,079		$	45,148	$	(2,158	)	$	102,069
Impact of reclassification	(5,483		)	4,423		1,060			—
Total Economic Income (Loss), as currently presented	$	53,596		$	49,571	$	(1,098	)	$	102,069

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The following table presents financial data for Apollo’s reportable segments as of and for the three months ended March 31, 2016 and 2015:

	As of and for the Three Months Ended March 31, 2016
	Private Equity Segment			Credit Segment			Real Estate Segment			Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates, net	$	2,713		$	4,410		$	876		$	7,999
Management fees from affiliates	74,918			142,511			13,504			230,933
Carried interest income (loss) from affiliates:
Unrealized losses(1)	(146,335		)	(21,179		)	(3,377		)	(170,891		)
Realized gains	—			45,152			4,771			49,923
Total Revenues	(68,704		)	170,894			15,774			117,964
Expenses:
Compensation and benefits:
Salary, bonus and benefits	32,074			51,612			8,684			92,370
Equity-based compensation	7,385			8,560			775			16,720
Profit sharing expense	(57,374		)	21,424			2,457			(33,493		)
Total compensation and benefits	(17,915		)	81,596			11,916			75,597
Other expenses	16,725			31,193			6,144			54,062
Total Expenses	(1,190		)	112,789			18,060			129,659
Other Loss:
Net interest expense	(2,428		)	(3,655		)	(808		)	(6,891		)
Net losses from investment activities	(4,106		)	(52,393		)	—			(56,499		)
Income (loss) from equity method investments	(5,483		)	848			776			(3,859		)
Other income, net	(124		)	(408		)	(29		)	(561		)
Total Other Loss	(12,141		)	(55,608		)	(61		)	(67,810		)
Non-Controlling Interests	—			(2,385		)	—			(2,385		)
Economic Income (Loss)	$	(79,655	)	$	112		$	(2,347	)	$	(81,890	)
Total Assets	$	1,083,793		$	2,106,226		$	175,333		$	3,365,352

(1) Included in unrealized carried interest losses from affiliates for the three months ended March 31, 2016 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 12 for further details regarding the general partner obligation.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

	For the Three Months Ended March 31, 2015
	Private Equity Segment			Credit Segment			Real Estate Segment			Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates, net	$	3,841		$	5,352		$	350		$	9,543
Management fees from affiliates	74,597			139,452			10,664			224,713
Carried interest income from affiliates:
Unrealized (losses)(1)	(21,109		)	(45,770		)	(26		)	(66,905		)
Realized gains	76,035			57,046			2,417			135,498
Total Revenues	133,364			156,080			13,405			302,849
Expenses:
Compensation and benefits:
Salary, bonus and benefits	31,283			49,256			7,013			87,552
Equity-based compensation	9,056			5,756			1,019			15,831
Profit sharing expense	28,799			10,217			1,816			40,832
Total compensation and benefits	69,138			65,229			9,848			144,215
Other expenses	15,185			32,120			4,629			51,934
Total Expenses	84,323			97,349			14,477			196,149
Other Income (Loss):
Net interest expense	(2,549		)	(3,462		)	(681		)	(6,692		)
Net gains from investment activities	—			1,761			—			1,761
Income (loss) from equity method investments	5,483			(6,907		)	226			(1,198		)
Other income, net	1,621			2,294			429			4,344
Total Other Income (Loss)	4,555			(6,314		)	(26		)	(1,785		)
Non-Controlling Interests	—			(2,846		)	—			(2,846		)
Economic Income (Loss)	$	53,596		$	49,571		$	(1,098	)	$	102,069

(1) Included in unrealized carried interest losses from affiliates for the three months ended March 31, 2015 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 12 for further detail regarding the general partner obligation.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The following tables reconcile the total reportable segments to Apollo’s income before income tax (provision) benefit and total assets as of and for the three months ended March 31, 2016 and 2015 and total assets as of March 31, 2016:

	As of and for the Three Months Ended March 31, 2016
	Total Reportable Segments				Consolidation Adjustments and Other			Consolidated
Revenues	$	117,964			$	2,862	(1)	$	120,826
Expenses	129,659				12,240		(2)	141,899
Other income, net	(67,810		)		9,175		(3)	(58,635		)
Non-Controlling Interests	(2,385		)		2,385			—
Economic (Loss) / (Loss) before income tax benefit	$	(81,890	)	(4)	$	2,182		$	(79,708	)
Total Assets	$	3,365,352			$	995,415	(5)	$	4,360,767

	For the Three Months Ended March 31, 2015
	Total Reportable Segments				Consolidation Adjustments and Other				Consolidated
Revenues	$	302,849			$	175		(1)	$	303,024
Expenses	196,149				27,847			(2)	223,996
Other income, net	(1,785		)		9,769			(3)	7,984
Non-Controlling Interests	(2,846		)		2,846				—
Economic Income / Income before income tax provision	$	102,069		(4)	$	(15,057	)		$	87,012

(1) Represents advisory fees, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated affiliates to employees of the Company and certain compensation and administrative related expense reimbursements.

(2) Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.

(3)Results from the following:

	For the Three Months Ended March 31,
	2016		2015
Net gains from investment activities	$	30	$	354
Net gains from investment activities of consolidated variable interest entities	1,319		1,328
Income from equity method investments	42		137
Other income, net	7,784		7,950
Total consolidation adjustments	$	9,175	$	9,769

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

(4) The reconciliation of Economic Income to income before income tax (provision) benefit reported in the condensed consolidated statements of operations consists of the following:

	For the Three Months Ended March 31,
	2016			2015
Economic Income (Loss)	$	(81,890	)	$	102,069
Adjustments:
Net income attributable to Non-Controlling Interests in consolidated entities and appropriated partners’ capital	2,035			2,560
Transaction-related charges(6)	147			(17,617		)
Total consolidation adjustments and other	2,182			(15,057		)
Income (loss) before income tax (provision) benefit	$	(79,708	)	$	87,012

(5) Represents the addition of assets of consolidated funds and VIEs. Upon adoption of new accounting guidance (see note 2), debt issuance costs previously recorded in other assets in the condensed consolidated statements of financial condition were reclassified as a direct deduction of the carrying amount of the related debt arrangement.

(6) Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. Equity-based compensation adjustment includes non-cash revenues and expenses related to equity awards granted by unconsolidated affiliates to employees of the Company.

15. SUBSEQUENT EVENTS

On May 5, 2016, the Company declared a cash distribution of $0.25 per Class A share, which will be paid on May 31, 2016 to holders of record on May 20, 2016.

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ITEM 1A.     UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS

OF FINANCIAL CONDITION

APOLLO GLOBAL MANAGEMENT, LLC

CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(dollars in thousands, except share data)

	March 31, 2016
	Apollo Global Management, LLC and Consolidated Subsidiaries			Consolidated Funds and VIEs			Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	542,483		$	—		$	—		$	542,483
Cash and cash equivalents held at consolidated funds	—			6,920			—			6,920
Restricted cash	5,356			—			—			5,356
Investments	1,208,361			24,066			(98,868		)	1,133,559
Assets of consolidated variable interest entities:
Cash and cash equivalents	—			33,133			—			33,133
Investments, at fair value	—			964,099			(306		)	963,793
Other assets	—			59,582			—			59,582
Carried interest receivable	490,403			—			—			490,403
Due from affiliates	262,638			—			(735		)	261,903
Deferred tax assets	650,175			—			—			650,175
Other assets	88,952			7,664			(140		)	96,476
Goodwill	88,852			—			—			88,852
Intangible assets, net	28,132			—			—			28,132
Total Assets	$	3,365,352		$	1,095,464		$	(100,049	)	$	4,360,767
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	98,661		$	—		$	—		$	98,661
Accrued compensation and benefits	50,131			—			—			50,131
Deferred revenue	175,536			—			—			175,536
Due to affiliates	594,254			—			—			594,254
Profit sharing payable	257,504			—			—			257,504
Debt	1,046,012			—			—			1,046,012
Liabilities of consolidated variable interest entities:
Debt, at fair value	—			878,306			(43,688		)	834,618
Other liabilities	—			74,172			(140		)	74,032
Due to affiliates	—			735			(735		)	—
Other liabilities	36,042			6,983			—			43,025
Total Liabilities	2,258,140			960,196			(44,563		)	3,173,773
Shareholders’ Equity:
Apollo Global Management, LLC shareholders’ equity:
Additional paid in capital	1,957,692			—			—			1,957,692
Accumulated deficit	(1,403,256		)	34,758			(34,756		)	(1,403,254		)
Accumulated other comprehensive income (loss)	(3,531		)	(1,581		)	34			(5,078		)
Total Apollo Global Management, LLC shareholders’ equity	550,905			33,177			(34,722		)	549,360
Non-Controlling Interests in consolidated entities	7,673			102,091			(20,764		)	89,000
Non-Controlling Interests in Apollo Operating Group	548,634			—			—			548,634
Total Shareholders’ Equity	1,107,212			135,268			(55,486		)	1,186,994
Total Liabilities and Shareholders’ Equity	$	3,365,352		$	1,095,464		$	(100,049	)	$	4,360,767

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APOLLO GLOBAL MANAGEMENT, LLC

CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(dollars in thousands, except share data)

	December 31, 2015
	Apollo Global Management, LLC and Consolidated Subsidiaries			Consolidated Funds and VIEs			Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	612,505		$	—		$	—		$	612,505
Cash and cash equivalents held at consolidated funds	—			4,817			—			4,817
Restricted cash	5,700			—			—			5,700
Investments	1,223,407			28,547			(97,205		)	1,154,749
Assets of consolidated variable interest entities:
Cash and cash equivalents	—			56,793			—			56,793
Investments, at fair value	—			910,858			(292		)	910,566
Other assets	—			63,413			—			63,413
Carried interest receivable	643,907			—			—			643,907
Due from affiliates	248,972			—			(1,137		)	247,835
Deferred tax assets	646,207			—			—			646,207
Other assets	93,452			2,636			(244		)	95,844
Goodwill	88,852			—			—			88,852
Intangible assets, net	28,620			—			—			28,620
Total Assets	$	3,591,622		$	1,067,064		$	(98,878	)	$	4,559,808
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	92,012		$	—		$	—		$	92,012
Accrued compensation and benefits	54,836			—			—			54,836
Deferred revenue	177,875			—			—			177,875
Due to affiliates	594,536			—			—			594,536
Profit sharing payable	295,674			—			—			295,674
Debt	1,025,255			—			—			1,025,255
Liabilities of consolidated variable interest entities:
Debt, at fair value	—			843,584			(42,314		)	801,270
Other liabilities	—			86,226			(244		)	85,982
Due to affiliates	—			1,137			(1,137		)	—
Other liabilities	38,750			4,637			—			43,387
Total Liabilities	2,278,938			935,584			(43,695		)	3,170,827
Shareholders’ Equity:
Apollo Global Management, LLC shareholders’ equity:
Additional paid in capital	2,005,509			—			—			2,005,509
Accumulated deficit	(1,348,386		)	34,468			(34,466		)	(1,348,384		)
Accumulated other comprehensive income (loss)	(5,171		)	(2,496		)	47			(7,620		)
Total Apollo Global Management, LLC shareholders’ equity	651,952			31,972			(34,419		)	649,505
Non-Controlling Interests in consolidated entities	7,817			99,508			(20,764		)	86,561
Non-Controlling Interests in Apollo Operating Group	652,915			—			—			652,915
Total Shareholders’ Equity	1,312,684			131,480			(55,183		)	1,388,981
Total Liabilities and Shareholders’ Equity	$	3,591,622		$	1,067,064		$	(98,878	)	$	4,559,808

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with Apollo Global Management, LLC’s condensed consolidated financial statements and the related notes included within this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section of this report entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2015 filed with the SEC on February 29, 2016 (the “2015 Annual Report”). The highlights listed below have had significant effects on many items within our condensed consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods.

General

Our Businesses

Founded in 1990, Apollo is a leading global alternative investment manager. We are a contrarian, value-oriented investment manager in private equity, credit and real estate with significant distressed expertise and a flexible mandate in the majority of our funds which enables our funds to invest opportunistically across a company’s capital structure. We raise, invest and manage funds on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds as well as other institutional and individual investors. Apollo is led by our Managing Partners, Leon Black, Joshua Harris and Marc Rowan, who have worked together for more than 26 years and lead a team of 928 employees, including 354 investment professionals, as of March 31, 2016.

Apollo conducts its management and incentive businesses primarily in the United States and substantially all of its revenues are generated domestically. These businesses are conducted through the following three reportable segments:

(i) Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt instruments;

(ii) Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed instruments across the capital structure; and

(iii) Real estate—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.

These business segments are differentiated based on the varying investment strategies. The performance is measured by management on an unconsolidated basis because management makes operating decisions and assesses the performance of each of Apollo’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the managed funds.

Our financial results vary since carried interest, which generally constitutes a large portion of the income we receive from the funds that we manage, as well as the transaction and advisory fees that we receive, can vary significantly from quarter to quarter and year to year. As a result, we emphasize long-term financial growth and profitability to manage our business.

In addition, the growth in our Fee-Generating AUM during the last year has primarily been in our credit segment. The average management fee rate for these new credit products is at market rates for such products and in certain cases is below our historical rates. Also, due to the complexity of these new product offerings, the Company has incurred and will continue to incur additional costs associated with managing these products. To date, these additional costs have been offset by realized economies of scale and ongoing cost management.

As of March 31, 2016, we had total AUM of $172.5 billion across all of our businesses. More than 90% of our total AUM was in funds with a contractual life at inception of seven years or more, and 49% of such AUM was in permanent capital vehicles. On December 31, 2013, Fund VIII held a final closing raising a total of $17.5 billion in third-party capital and approximately $880 million of additional capital from Apollo and affiliated investors, and as of March 31, 2016, Fund VIII had $12.7 billion of uncalled commitments remaining. Additionally, Fund VII held a final closing in December 2008, raising a total of $14.7 billion, and as of March 31, 2016, Fund VII had $2.5 billion of uncalled commitments remaining. We have consistently produced attractive long-term investment returns in our traditional private equity funds, generating a 39% gross IRR and a 25% net IRR on a compound

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annual basis from inception through March 31, 2016. Apollo’s traditional private equity funds’ appreciation was 0.5% for the three months ended March 31, 2016.

For our credit segment, total gross and net returns, excluding assets managed by Athene Asset Management that are not directly invested in Apollo funds and investment vehicles or sub-advised by Apollo, were 1.1% and 0.9%, respectively, for the three months ended March 31, 2016.

For our real estate segment, total gross and net returns for U.S. RE Fund I including co-investment capital were 2.2% and 1.8%, respectively, for the three months ended March 31, 2016.

For further detail related to fund performance metrics across all of our businesses, see “—The Historical Investment Performance of Our Funds.”

Holding Company Structure

The diagram below depicts our current organizational structure:

Note: The organizational structure chart above depicts a simplified version of the Apollo structure. It does not include all legal entities in the structure. Ownership percentages are as of the date of the filing of this Quarterly Report on Form 10-Q.

(1) The Strategic Investors hold 24.45% of the Class A shares outstanding and 11.25% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investors represent 39.16% of the total voting power of our shares entitled to vote and 34.76% of the economic interests in the Apollo Operating Group. Class A shares held by the Strategic Investors do not have voting rights. However, such Class A shares will become entitled to vote upon transfers by a Strategic Investor in accordance with the agreements entered into in connection with the investments made by the Strategic Investors.

(2) Our Managing Partners own BRH Holdings GP, Ltd., which in turn holds our only outstanding Class B share. The Class B share represents 60.84% of the total voting power of our shares entitled to vote but no economic interest in Apollo Global Management, LLC. Our Managing Partners’ economic interests are instead represented by their indirect beneficial ownership, through Holdings, of 48.09% of the limited partner interests in the Apollo Operating Group.

(3) Through BRH Holdings, L.P., our Managing Partners indirectly beneficially own through estate planning vehicles, limited partner interests in Holdings.

(4) Holdings owns 53.99% of the limited partner interests in each Apollo Operating Group entity. The AOG Units held by Holdings are exchangeable for Class A shares. Our Managing Partners, through their interests in BRH and Holdings, beneficially own 48.09%

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of the AOG Units. Our Contributing Partners, through their ownership interests in Holdings, beneficially own 5.90% of the AOG Units.

(5) BRH Holdings GP, Ltd. is the sole member of AGM Management, LLC, our manager. The management of Apollo Global Management, LLC is vested in our manager as provided in our operating agreement.

(6) Represents 46.01% of the limited partner interests in each Apollo Operating Group entity, held through the Intermediate Holding Companies. Apollo Global Management, LLC, also indirectly owns 100% of the general partner interests in each Apollo Operating Group entity.

Each of the Apollo Operating Group partnerships holds interests in different businesses or entities organized in different jurisdictions.

Our structure is designed to accomplish a number of objectives, the most important of which are as follows:

• We are a holding company that is qualified as a partnership for U.S. federal income tax purposes. Our Intermediate Holding Companies enable us to maintain our partnership status and to meet the qualifying income exception.

• We have historically used multiple management companies to segregate operations for business, financial and other reasons. Going forward, we may increase or decrease the number of our management companies or partnerships within the Apollo Operating Group based on our views regarding the appropriate balance between (a) administrative convenience and (b) continued business, financial, tax and other optimization.

Business Environment

As a global investment manager, we are affected by numerous factors, including the condition of financial markets and the economy. Price fluctuations within equity, credit, commodity, foreign exchange markets, as well as interest rates, which may be volatile and mixed across geographies, can significantly impact the valuation of our funds' investments and related income we may recognize.

In the U.S., the S&P 500 Index rose by 0.8% in the first quarter of 2016, following an increase of 6.5% in the fourth quarter of 2015. Outside the U.S., global equity markets fell during the first quarter of 2016. The MSCI All Country World ex USA Index declined 1.4% following an increase of 4.2% in the fourth quarter of 2015.

Conditions in the credit markets also have a significant impact on our business. Credit markets generally rose in the first quarter of 2016, with the BofAML HY Master II Index increasing 3.3% and the S&P/LSTA Leveraged Loan Index increasing 1.6%. Benchmark interest rates finished the quarter lower than the prior quarter, following the first increase in the federal funds rate by the Federal Reserve in nearly a decade at the end of 2015. The U.S. 10-year Treasury yield fell approximately 50 basis points in the first quarter to finish the quarter at 1.8%.

Foreign exchange rates can materially impact the valuations of our funds’ investments that are denominated in currencies other than the U.S. dollar. Relative to the U.S. dollar, the Euro appreciated 4.8% in the first quarter of 2016 after depreciating 2.9% in the fourth quarter of 2015, while the British pound depreciated 2.5% in the first quarter of 2016 after depreciating by 2.6% in the fourth quarter of 2015. Commodities generally saw slight price increases in the first quarter of 2016, following a particularly weak fourth quarter of 2015 which was driven by depreciation in oil. The price of crude oil rose 3.5% during the first quarter, compared to a decline of 17.9% during the fourth quarter of 2015.

In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported real GDP increased at an annual rate of 0.5% in the first quarter of 2016, the same level growth observed in the fourth quarter of 2015. As of April 2016, the International Monetary Fund estimated that the U.S. economy will expand by 2.6% during 2016. Additionally, the U.S. unemployment rate stands at 5.0%, the same level as of December 31, 2015.

Regardless of the market or economic environment at any given time, Apollo relies on its contrarian, value-oriented approach to consistently invest capital on behalf of its fund investors by focusing on opportunities that management believes are often overlooked by other investors. As such, Apollo deployed $2.2 billion and $13.1 billion of capital during the first quarter and the twelve months ended March 31, 2016, respectively. We believe Apollo’s expertise in credit and its focus on nine core industry sectors, combined with more than 26 years of investment experience, has allowed Apollo to respond quickly to changing environments. Apollo’s core industry sectors include chemicals, natural resources, consumer and retail, distribution and transportation, financial and business services, manufacturing and industrial, media and cable and leisure, packaging and materials and the satellite and wireless industries. Apollo believes that these attributes have contributed to the success of its private equity funds investing in buyouts and credit opportunities during both expansionary and recessionary economic periods.

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In general, institutional investors continue to allocate capital towards alternative investment managers for more attractive risk-adjusted returns in a low interest rate environment, and we believe the business environment remains generally accommodative to launch new products and pursue attractive strategic growth opportunities. As such, Apollo had $4.6 billion and $23.4 billion of capital inflows during the first quarter and the twelve months ended March 31, 2016, respectively. Apollo returned $1.1 billion and $8.3 billion of capital and realized gains to the investors in the funds it manages during the first quarter and the twelve months ended March 31, 2016, respectively.

Managing Business Performance

We believe that the presentation of Economic Income (Loss), or EI, supplements a reader’s understanding of the economic operating performance of each of our segments.

Economic Income (Loss)

EI has certain limitations in that it does not take into account certain items included under U.S. GAAP. EI represents segment income (loss) before income tax (provision) benefit excluding transaction-related charges arising from the 2007 private placement and any acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. In addition, segment data excludes non-cash revenue and expense related to equity awards granted by unconsolidated affiliates to employees of the Company, compensation and administrative related expense reimbursements from unconsolidated affiliates, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements. We believe the exclusion of the non-cash charges related to the 2007 Reorganization for equity-based compensation provides investors with a meaningful indication of our performance because these charges relate to the equity portion of our capital structure and not our core operating performance. Economic Net Income (Loss) represents EI adjusted to reflect income tax (provision) benefit on EI that has been calculated assuming that all income is allocated to Apollo Global Management, LLC, which would occur following an exchange of all AOG Units for Class A shares of Apollo Global Management, LLC. The economic assumptions and methodologies that impact the implied income tax (provision) benefit are similar to those methodologies and certain assumptions used in calculating the income tax (provision) benefit for Apollo’s condensed consolidated statements of operations under U.S. GAAP.

We further evaluate EI based on what we refer to as our “management business” and “incentive business”. Our management business is generally characterized by the predictability of its financial metrics, including revenues and expenses. The management business includes management fee revenues, advisory and transaction fee revenues, carried interest income from one of our opportunistic credit funds and expenses, each of which we believe are more stable in nature. The financial performance of our incentive business is partially dependent upon quarterly mark-to-market unrealized valuations in accordance with U.S. GAAP guidance applicable to fair value measurements. The incentive business includes carried interest income, income from equity method investments and profit sharing expense that are associated with our general partner interests in the Apollo funds, which are generally less predictable and more volatile in nature.

We believe that EI is helpful for an understanding of our business and that investors should review the same supplemental financial measure that management uses to analyze our segment performance. This measure supplements and should be considered in addition to and not in lieu of the results of operations discussed below in “—Overview of Results of Operations” that have been prepared in accordance with U.S. GAAP. See note 14 to the condensed consolidated financial statements for more details regarding management’s consideration of EI.

EI may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. We use EI as a measure of operating performance, not as a measure of liquidity. EI should not be considered in isolation or as a substitute for operating income, net income, operating cash flows, investing and financing activities, or other income or cash flow statement data prepared in accordance with U.S. GAAP. The use of EI without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using EI as a supplemental measure to U.S. GAAP results, to provide a more complete understanding of our performance as management measures it. A reconciliation of EI to its most directly comparable U.S. GAAP measure of income (loss) before income tax (provision) benefit can be found in the notes to our condensed consolidated financial statements.

Economic Income (Loss) for the three months ended March 31, 2015 includes a recast of salary, bonus and benefits due to management’s change in allocation methodology among the segments in the current period. All prior periods have been recast to conform to the current presentation. The impact to the combined segments total Economic Income (Loss) for all periods was zero. The impact of this change to EI for each segment is reflected in note 14 to the condensed consolidated financial statements.

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Distributable Earnings

Distributable Earnings (“DE”), as well as DE After Taxes and Related Payables are derived from our segment reported results, and are supplemental non-U.S. GAAP measures to assess performance and amounts available for distribution to Class A shareholders, holders of RSUs that participate in distributions and holders of AOG Units. DE represents the amount of net realized earnings without the effects of the consolidation of any of the affiliated funds. DE, which is a component of EI, is the sum across all segments of (i) total management fees and advisory and transaction fees, excluding monitoring fees received from Athene based on its capital and surplus (as defined in Apollo’s transaction advisory services agreement with Athene), (ii) other income (loss), excluding the gains (losses) arising from the reversal of a portion of the tax receivable agreement liability (iii) realized carried interest income, and (iv) realized investment income, less (x) compensation expense, excluding the expense related to equity-based awards, (y) realized profit sharing expense, and (z) non-compensation expenses, excluding depreciation and amortization expense. DE After Taxes and Related Payables represents DE less estimated current corporate, local and non-U.S. taxes as well as the payable under Apollo’s tax receivable agreement.

Fee-Related EBITDA

Fee-related EBITDA is a non-U.S. GAAP measure derived from our segment reported results and is used to assess the performance of our operations as well as our ability to service current and future borrowings. Fee-related EBITDA represents management business EI plus amounts for equity-based compensation and depreciation and amortization. “Fee-related EBITDA +100% of net realized carried interest” represents fee-related EBITDA plus realized carried interest less realized profit sharing, combining operating results of the management business and incentive business.

Operating Metrics

We monitor certain operating metrics that are common to the alternative investment management industry. These operating metrics include Assets Under Management, capital deployed and uncalled commitments.

Assets Under Management

The table below presents Fee-Generating and Non-Fee-Generating AUM by segment as of March 31, 2016 and 2015 and December 31, 2015:

	As of   March 31, 2016
	Private Equity		Credit		Real Estate		Total
	(in millions)
Fee-Generating	$	29,325	$	104,904	$	6,844	$	141,073
Non-Fee-Generating	8,377		18,950		4,113		31,440
Total Assets Under Management	$	37,702	$	123,854	$	10,957	$	172,513

	As of   March 31, 2015
	Private Equity		Credit		Real Estate		Total
	(in millions)
Fee-Generating	$	30,199	$	94,858	$	6,195	$	131,252
Non-Fee-Generating	10,334		18,061		3,301		31,696
Total Assets Under Management	$	40,533	$	112,919	$	9,496	$	162,948

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	As of   December 31, 2015
	Private Equity		Credit		Real Estate		Total
	(in millions)
Fee-Generating	$	29,258	$	101,522	$	7,317	$	138,097
Non-Fee-Generating	8,244		19,839		3,943		32,026
Total Assets Under Management	$	37,502	$	121,361	$	11,260	$	170,123

The table below presents AUM with Future Management Fee Potential, which is a component of Non-Fee-Generating AUM, for each of Apollo’s three segments as of March 31, 2016 and 2015 and December 31, 2015.

	As of   March 31, 2016		As of   March 31, 2015		As of   December 31, 2015
	(in millions)
Private Equity	$	2,052	$	1,889	$	2,093
Credit	6,098		6,506		5,763
Real Estate	975		670		986
Total AUM with Future Management Fee Potential	$	9,125	$	9,065	$	8,842

The following table presents the components of Carry-Eligible AUM for each of Apollo’s three segments as of March 31, 2016 and 2015 and December 31, 2015:

	As of   March 31, 2016
	Private Equity		Credit		Real Estate		Total
	(in millions)
Carry-Generating AUM	$	9,008	$	22,985	$	510	$	32,503
AUM Not Currently Generating Carry	7,276		16,038		756		24,070
Uninvested Carry-Eligible AUM	16,467		9,193		1,007		26,667
Total Carry-Eligible AUM	$	32,751	$	48,216	$	2,273	$	83,240

	As of   March 31, 2015
	Private Equity		Credit		Real Estate		Total
	(in millions)
Carry-Generating AUM	$	13,507	$	20,594	$	672	$	34,773
AUM Not Currently Generating Carry	3,100		12,051		808		15,959
Uninvested Carry-Eligible AUM	18,695		9,562		550		28,807
Total Carry-Eligible AUM	$	35,302	$	42,207	$	2,030	$	79,539

	As of   December 31, 2015
	Private Equity		Credit		Real Estate		Total
	(in millions)
Carry-Generating AUM	$	9,461	$	16,923	$	516	$	26,900
AUM Not Currently Generating Carry	6,793		21,583		865		29,241
Uninvested Carry-Eligible AUM	16,528		8,701		1,059		26,288
Total Carry-Eligible AUM	$	32,782	$	47,207	$	2,440	$	82,429

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The following table presents AUM Not Currently Generating Carry for funds that have commenced investing capital for more than 24 months as of March 31, 2016 and the corresponding appreciation required to reach the preferred return or high watermark in order to generate carried interest:

Category / Fund	Invested AUM Not Currently Generating Carry		Investment Period Active > 24 Months		Appreciation Required to Achieve Carry(1)
	(in millions)
Private Equity:
Fund VIII	$	5,434	$	5,434	5%
Other PE	1,842		1,283		24%
Total Private Equity	7,276		6,717		8%
Credit:
Drawdown	5,277		4,507		26%
Liquid/Performing	10,761		551		< 250bps
			1,034		250-500bps
			1,933		> 500bps
Permanent capital vehicles ex Athene Non-Sub-Advised	—		—		NM
Total Credit	16,038		8,025		19%
Real Estate:
Total Real Estate	756		395		> 500bps
Total	$	24,070	$	15,137

(1) All investors in a given fund are considered in aggregate when calculating the appreciation required to achieve carry presented above. Appreciation required to achieve carry may vary by individual investor.

The components of Fee-Generating AUM by segment as of March 31, 2016 and 2015 and December 31, 2015 are presented below:

	As of March 31, 2016
	Private Equity			Credit		Real Estate		Total
	(in millions)
Fee-Generating AUM based on capital commitments	$	20,319		$	6,042	$	376	$	26,737
Fee-Generating AUM based on invested capital	8,209			4,279		3,799		16,287
Fee-Generating AUM based on gross/adjusted assets	378			86,161		2,580		89,119
Fee-Generating AUM based on NAV	419			8,422		89		8,930
Total Fee-Generating AUM	$	29,325	(1)	$	104,904	$	6,844	$	141,073

(1) The weighted average remaining life of the private equity funds excluding permanent capital vehicles at March 31, 2016

was 70 months.

	As of March 31, 2015
	Private Equity			Credit		Real Estate		Total
	(in millions)
Fee-Generating AUM based on capital commitments	$	20,071		$	6,059	$	7	$	26,137
Fee-Generating AUM based on invested capital	9,677			4,328		4,024		18,029
Fee-Generating AUM based on gross/adjusted assets	451			78,270		2,046		80,767
Fee-Generating AUM based on NAV	—			6,201		118		6,319
Total Fee-Generating AUM	$	30,199	(1)	$	94,858	$	6,195	$	131,252

(1) The weighted average remaining life of the private equity funds excluding permanent capital vehicles at March 31, 2015

was 70 months.

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	As of December 31, 2015
	Private Equity			Credit		Real Estate		Total
	(in millions)
Fee-Generating AUM based on capital commitments	$	20,315		$	5,787	$	376	$	26,478
Fee-Generating AUM based on invested capital	8,094			3,860		4,180		16,134
Fee-Generating AUM based on gross/adjusted assets	506			83,728		2,671		86,905
Fee-Generating AUM based on NAV	343			8,147		90		8,580
Total Fee-Generating AUM	$	29,258	(1)	$	101,522	$	7,317	$	138,097

(1) The weighted average remaining life of the private equity funds excluding permanent capital vehicles at December 31, 2015

was 73 months.

The following table presents total AUM and Fee-Generating AUM amounts for our private equity segment:

	Total AUM						Fee-Generating AUM
	As of    March 31,				As of December 31		As of    March 31,				As of December 31
	2016		2015		2015		2016		2015		2015
	(in millions)
Traditional Private Equity Funds(1)	$	30,647	$	34,998	$	30,665	$	24,826	$	27,168	$	24,826
Natural Resources	3,120		1,346		2,909		2,654		1,295		2,436
Other(2)	3,935		4,189		3,928		1,845		1,736		1,996
Total	$	37,702	$	40,533	$	37,502	$	29,325	$	30,199	$	29,258

(1) Refers to Apollo Investment Fund I, L.P. (“Fund I”), AIF II, L.P. (“Fund II”), MIA, Apollo Investment Fund III, L.P. (together with its parallel funds, “Fund III”), Fund IV, Fund V, Fund VI, Fund VII and Fund VIII.

(2) Includes co-investments contributed to Athene by AAA through its investment in AAA Investments as discussed in note 12 of the condensed consolidated financial statements.

The following table presents total AUM and Fee-Generating AUM amounts for our credit segment by category type:

	Total AUM						Fee-Generating AUM
	As of    March 31,				As of December 31		As of    March 31,				As of December 31
	2016		2015		2015		2016		2015		2015
	(in millions)
Liquid/Performing	$	36,789	$	35,094	$	37,242	$	30,903	$	30,006	$	30,603
Drawdown	20,088		18,395		19,112		11,743		10,317		11,130
Permanent capital vehicles ex Athene Non-Sub-Advised(1)	14,993		12,117		15,058		10,274		7,222		9,840
Athene Non-Sub-Advised(1)	51,984		47,313		49,949		51,984		47,313		49,949
Total	$	123,854	$	112,919	$	121,361	$	104,904	$	94,858	$	101,522

(1) As of March 31, 2016, Athene Non-Sub-Advised includes $46.6 billion of Athene Asset Management AUM and $5.4 billion of AUM related to Athene Germany (for which a different Apollo subsidiary provides investment advisory services), respectively, but excludes $13.9 billion of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo.

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The following table presents total AUM and Fee-Generating AUM amounts for our real estate segment:

	Total AUM						Fee-Generating AUM
	As of    March 31,				As of December 31		As of    March 31,				As of December 31
	2016		2015		2015		2016		2015		2015
	(in millions)
Debt	$	7,768	$	6,965	$	7,737	$	5,335	$	5,026	$	5,477
Equity	3,189		2,531		3,523		1,509		1,169		1,840
Total	$	10,957	$	9,496	$	11,260	$	6,844	$	6,195	$	7,317

The following tables summarize changes in total AUM for each of Apollo’s three segments for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016												2015
	Private Equity			Credit			Real Estate			Total			Private Equity			Credit			Real Estate			Total
	(in millions)
Change in Total AUM(1):
Beginning of Period	$	37,502		$	121,361		$	11,260		$	170,123		$	41,299		$	108,960		$	9,538		$	159,797
Inflows	482			3,663			432			4,577			53			4,386			461			4,900
Outflows(2)	(306		)	(1,374		)	—			(1,680		)	(470		)	(27		)	(21		)	(518		)
Net Flows	176			2,289			432			2,897			(417		)	4,359			440			4,382
Realizations	(21		)	(320		)	(798		)	(1,139		)	(611		)	(342		)	(426		)	(1,379		)
Market Activity(3)(4)	45			524			63			632			262			(58		)	(56		)	148
End of Period	$	37,702		$	123,854		$	10,957		$	172,513		$	40,533		$	112,919		$	9,496		$	162,948

(1) At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases and acquisitions. Outflows represent redemptions and other decreases in available capital. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.

(2) Outflows for Total AUM include redemptions of $347.3 million and $47.3 million during the years ended March 31, 2016 and 2015, respectively.

(3) Includes foreign exchange impacts of $59.8 million, $425.5 million and $9.6 million for private equity, credit and real estate, respectively, during the three months ended March 31, 2016.

(4) Includes foreign exchange impacts of $(172.0) million, $(445.3) million and $(159.6) millionfor private equity, credit and real estate, respectively, during the three months endedMarch 31, 2015.

Assets Under Management

Total AUM was $172.5 billion at March 31, 2016, an increase of $2.4 billion, or 1.4%, compared to $170.1 billion at December 31, 2015. The net increase was primarily due to:

Net flows of $2.9 billion primarily related to:

• a $2.3 billion increase related to funds we manage in the credit segment primarily consisting of subscriptions of $1.4 billion, an increase in Assets Under Management relating to Athene Holding of $1.3 billion, $0.6 billion in acquisitions by MidCap, and net segment transfers of $0.2 billion, offset by a decrease in leverage of $1.0 billion primarily attributable to certain credit hedge funds and redemptions of $0.3 billion;

• a $0.2 billion increase related to funds we manage in the private equity segment consisting of subscriptions attributable to Apollo Special Situations Fund, L.P. of $0.3 billion and ANRP II of $0.2 billion, offset by net segment transfers of $0.3 billion; and

• a $0.4 billion increase related to funds we manage in the real estate segment primarily consisting of subscriptions of $0.2 billion, net segment transfers of $0.1 billion and a change in leverage of $0.1 billion.

Market activity of $0.6 billion primarily related to $0.5 billion of appreciation in the funds we manage in the credit segment.

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Offsetting these increases were:

Realizations of $1.1 billion primarily related to:

• $0.8 billion related to funds we manage in the real estate segment primarily consisting of distributions of $0.4 billion from our real estate debt funds and $0.4 billion from our real estate equity funds; and

• $0.3 billion related to funds we manage in the credit segment primarily consisting of distributions of $0.1 billion and $0.1 billion in drawdown funds and liquid/performing funds, respectively.

The following tables summarize changes in Fee-Generating AUM for each of Apollo’s three segments for the three months ended March 31, 2016 and 2015:    

	For the Three Months Ended March 31,
	2016												2015
	Private Equity			Credit			Real Estate			Total			Private Equity			Credit			Real Estate			Total
	(in millions)
Change in Fee-Generating AUM(1):
Beginning of Period	$	29,258		$	101,522		$	7,317		$	138,097		$	30,285		$	92,192		$	6,237		$	128,714
Inflows	281			3,891			117			4,289			—			3,300			322			3,622
Outflows(2)	(214		)	(608		)	(46		)	(868		)	(23		)	(306		)	(111		)	(440		)
Net Flows	67			3,283			71			3,421			(23		)	2,994			211			3,182
Realizations(3)	—			(179		)	(547		)	(726		)	(62		)	(305		)	(222		)	(589		)
Market Activity(4)	—			278			3			281			(1		)	(23		)	(31		)	(55		)
End of Period	$	29,325		$	104,904		$	6,844		$	141,073		$	30,199		$	94,858		$	6,195		$	131,252

(1) At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases and acquisitions. Outflows represent redemptions and other decreases in available capital. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.

(2) Outflows for Fee-Generating AUM include redemptions of $290.0 million and $26.7 million during the three months ended March 31, 2016 and 2015, respectively.

(3) Includes foreign exchange impacts of $386.6 million and $15.5 million for credit and real estate, respectively, during the three months ended March 31, 2016.

(4) Includes foreign exchange impacts of $(351.0) million and $(87.7) million forcredit and real estate, respectively, during the three months ended March 31, 2015.

Total Fee-Generating AUM was $141.1 billion at March 31, 2016, an increase of $3.0 billion or 2.2%, compared to $138.1 billion at December 31, 2015. The net increase was primarily due to:

Net flows of $3.4 billion primarily related to:

• a $3.3 billion increase related to funds we manage in the credit segment primarily consisting of a $1.3 billion increase in Assets Under Management relating to Athene Holding, fee-generating capital deployment of $1.0 billion, subscriptions of $0.7 billion, $0.6 billion in acquisitions by MidCap, an increase in leverage of $0.2 billion and $0.1 billion of net segment transfers. This was partially offset by $0.3 billion of redemptions and $0.3 billion of funds no longer generating fees.

Market activity of $0.3 billion primarily related to appreciation in the funds we manage in the credit segment.

Offsetting these increases were:

Realizations of $0.7 billion primarily related to:

• $0.5 billion related to funds we manage in the real estate segment primarily driven by distributions of $0.3 billion from our real estate debt funds and $0.3 billion from our real estate equity funds; and

• $0.2 billion related to funds we manage in the credit segment primarily driven by certain of our liquid/performing funds, including returns to CLO investors, and distributions of $0.1 billion from permanent capital vehicles.

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Capital Deployed and Uncalled Commitments

Capital deployed is the aggregate amount of capital that has been invested during a given period by our drawdown funds, SIAs that have a defined maturity date and funds and SIAs in our real estate debt strategy. Uncalled commitments, by contrast, represents unfunded capital commitments that certain of Apollo’s funds and SIAs have received from fund investors to fund future or current fund investments and expenses.

Capital deployed and uncalled commitments are indicative of the pace and magnitude of fund capital that is deployed or will be deployed, and which therefore could result in future revenues that include management fees, transaction fees and incentive income to the extent they are fee-generating. Capital deployed and uncalled commitments can also give rise to future costs that are related to the hiring of additional resources to manage and account for the additional capital that is deployed or will be deployed. Management uses capital deployed and uncalled commitments as key operating metrics since we believe the results measure our fund’s investment activities.

Capital Deployed

The following table summarizes by segment the capital deployed for funds and SIAs with a defined maturity date and certain funds and SIAs in Apollo’s real estate debt strategy during the specified reporting periods:

	For the Three Months Ended March 31,
	2016		2015
	(in millions)
Private Equity	$	501	$	1,016
Credit	1,337		760
Real Estate(1)	334		465
Total capital deployed	$	2,172	$	2,241

(1) Included in capital deployed is $302.0 million and $418.0 million for the three months ended March 31, 2016 and 2015, respectively, related to funds in Apollo’s real estate debt strategy.

Uncalled Commitments

The following table summarizes the uncalled commitments by segment during the specified reporting periods:

	As of   March 31, 2016		As of   December 31, 2015
	(in millions)
Private Equity	$	19,278	$	19,487
Credit	8,085		8,557
Real Estate	1,296		984
Total uncalled commitments(1)	$	28,659	$	29,028

(1) As of March 31, 2016 and December 31, 2015, $25.6 billion and $26.1 billion, respectively, represented the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of our funds.

The Historical Investment Performance of Our Funds

Below we present information relating to the historical performance of our funds, including certain legacy Apollo funds that do not have a meaningful amount of unrealized investments, and in respect of which the general partner interest has not been contributed to us.

When considering the data presented below, you should note that the historical results of our funds are not indicative of the future results that you should expect from such funds, from any future funds we may raise or from your investment in our Class A shares.

An investment in our Class A shares is not an investment in any of the Apollo funds, and the assets and revenues of our funds are not directly available to us. The historical and potential future returns of the funds we manage are not directly linked to returns on our Class A shares. Therefore, you should not conclude that continued positive performance of the funds we manage will necessarily result in positive returns on an investment in our Class A shares. However, poor performance of the funds that we

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manage would cause a decline in our revenue from such funds, and would therefore have a negative effect on our performance and in all likelihood the value of our Class A shares.

Moreover, the historical returns of our funds should not be considered indicative of the future results you should expect from such funds or from any future funds we may raise. There can be no assurance that any Apollo fund will continue to achieve the same results in the future.

Finally, our private equity IRRs have historically varied greatly from fund to fund. For example, Fund IV generated a 12% gross IRR and a 9% net IRR since its inception through March 31, 2016, while Fund V generated a 61% gross IRR and a 44% net IRR since its inception through March 31, 2016. Accordingly, the IRR going forward for any current or future fund may vary considerably from the historical IRR generated by any particular fund, or for our private equity funds as a whole. Future returns will also be affected by the applicable risks, including risks of the industries and businesses in which a particular fund invests. See “Item 1A. Risk Factors—Risks Related to Our Businesses—The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our Class A shares” in the 2015 Annual Report.

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Investment Record

The following table summarizes the investment record by segment of Apollo’s significant drawdown funds and SIAs that have a defined maturity date in which investors make a commitment to provide capital at the formation of such funds and deliver capital when called as investment opportunities become available. The funds included in the investment record table below have greater than $500 million of AUM and/or form part of a flagship series of funds. The SIAs included in the investment record table below have greater than $200 million of AUM and did not predominantly invest in other Apollo funds or SIAs.

All amounts are as of March 31, 2016, unless otherwise noted:

																As of   March 31, 2016
($ in millions)	Vintage Year	Total AUM		Committed Capital		Total Invested Capital(1)		Realized Value(1)		Remaining Cost(1)		Unrealized Value(1)		Total Value(1)		Gross IRR(1)			Net IRR(1)
Private Equity:
Fund VIII	2013	$	18,807	$	18,377	$	5,035	$	170	$	4,889	$	5,661	$	5,831	19	%		4	%
Fund VII	2008	7,481		14,677		15,881		28,498		3,975		4,299		32,797		35			27
Fund VI	2006	3,923		10,136		12,457		17,948		3,560		3,181		21,129		12			10
Fund V	2001	384		3,742		5,192		12,681		154		125		12,806		61			44
Fund I, II, III, IV & MIA(3)	Various	52		7,320		8,753		17,398		—		37		17,435		39			26
Traditional Private Equity Funds(4)		$	30,647	$	54,252	$	47,318	$	76,695	$	12,578	$	13,303	$	89,998	39	%		25	%
AION	2013	742		826		277		89		167		166		255		10	%		(6	)%
ANRP I	2012	1,183		1,323		951		213		807		767		980		2			(4	)
ANRP II(5)	—	1,937		1,954		387		36		357		348		384		NM		(2)	NM		(2)
Total Private Equity(10)		$	34,509	$	58,355	$	48,933	$	77,033	$	13,909	$	14,584	$	91,617
Credit:
Credit Opportunity Funds
COF III	2014	$	2,968	$	3,426	$	3,521	$	868	$	2,526	$	2,036	$	2,904	(14	)%		(15	)%
COF I & II	2008	443		3,068		3,787		7,353		150		154		7,507		23			20
European Principal Finance Funds
EPF II(6)	2012	3,810		3,455		3,553		1,219		2,335		3,101		4,320		17			8
EPF I(6)	2007	431		1,474		1,937		3,058		19		192		3,250		23			17
Structured Credit Funds
FCI II	2013	2,322		1,555		1,710		382		1,544		1,924		2,306		24			18
FCI	2012	1,011		559		1,124		702		762		808		1,510		16			13
SCRF III (13)	2015	963		1,238		1,104		252		742		917		1,169		3			2
SCRF I & II (13)	Various	11		222		706		871		8		11		882		27			21
Other Drawdown Funds & SIAs(7)	Various	6,107		7,943		6,594		6,422		2,070		1,706		8,128		9			6
Total Credit(11)		$	18,066	$	22,940	$	24,036	$	21,127	$	10,156	$	10,849	$	31,976
Real Estate:
U.S. RE Fund II(5)	—	$	404	$	395	$	259	$	12	$	255	$	266	$	278	NM		(2)	NM		(2)
U.S. RE Fund I(8)	2012	563		659		634		518		300		382		900		18	%		14	%
AGRE Debt Fund I	2011	914		1,583		1,287		896		602		576		1,472		8			6
CPI Funds(9)	Various	1,030		5,024		2,535		2,547		391		144		2,691		16			12
Total Real Estate(12)		$	2,911	$	7,661	$	4,715	$	3,973	$	1,548	$	1,368	$	5,341

(1) Refer to the definitions of Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value, Total Value, Gross IRR and Net IRR described elsewhere in this report.

(2) Returns have not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.

(3) The general partners and managers of Funds I, II and MIA, as well as the general partner of Fund III, were excluded assets in connection with the 2007 Reorganization. As a result, Apollo did not receive the economics associated with these entities. The investment performance of these funds, combined with Fund IV, is presented to illustrate fund performance associated with Apollo’s Managing Partners and other investment professionals.

(4) Total IRR is calculated based on total cash flows for all funds presented.

(5) ANRP II and U.S. RE Fund II were launched prior to March 31, 2016 and have not established their vintage year.

(6) Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.14 as of March 31, 2016.

(7) Amounts presented have been aggregated for (i) drawdown funds with AUM greater than $500 million that do not form part of a flagship series of funds and (ii) SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs. Certain SIAs’ historical figures are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.14 as of March 31, 2016. Additionally, certain SIAs totaling $1.6 billion of AUM have been excluded from Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value and Total Value. These SIAs have an

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open ended life and a significant turnover in their portfolio assets due to the ability to recycle capital. These SIAs had $8.5 billion of Total Invested Capital through March 31, 2016.

(8) U.S. RE Fund I, a closed-end private investment fund, has $150 million of co-investment commitments raised, which are included in the figures in the table. A co-invest entity within U.S. RE Fund I is denominated in GBP and translated into U.S. dollars at an exchange rate of £1.00 to $1.44 as of March 31, 2016.

(9) As part of the acquisition of Citi Property Investors (“CPI”), Apollo acquired general partner interests in fully invested funds. CPI Funds refers to CPI Capital Partners North America, CPI Capital Partners Asia Pacific, CPI Capital Partners Europe and other CPI funds or individual investments of which Apollo is not the general partner or manager and only receives fees pursuant to either a sub-advisory agreement or an investment management and administrative agreement. For CPI Capital Partners North America, CPI Capital Partners Asia Pacific and CPI Capital Partners Europe, the gross and net IRRs are presented in the investment record table since acquisition on November 12, 2010. The aggregate net IRR for these funds from their inception to March 31, 2016 was (1)%. This net IRR was primarily achieved during a period in which Apollo did not make the initial investment decisions and Apollo only became the general partner or manager of these funds upon completing the acquisition on November 12, 2010.

(10) Certain private equity co-investment vehicles and funds with AUM less than $500 million have been excluded. These co-investment vehicles and funds had $3.2 billion of aggregate AUM as of March 31, 2016.

(11) Certain credit funds and SIAs with AUM less than $500 million and $200 million, respectively, have been excluded. These funds and SIAs had $2.0 billion of aggregate AUM as of March 31, 2016.

(12) Certain accounts owned by or related to Athene, certain co-investment vehicles and certain funds with AUM less than $500 million have been excluded. These accounts, co-investment vehicles and funds had $5.1 billion of aggregate AUM as of March 31, 2016.

(13) Remaining cost for certain of our credit funds may include physical cash called, invested or reserved for certain levered investments.

Private Equity

The following table summarizes the investment record for distressed investments made in our traditional private equity fund portfolios, since the Company’s inception. All amounts are as of March 31, 2016:

	Total Invested Capital		Total Value		Gross IRR
	(in millions)
Distressed for Control	$	6,898	$	18,055	29	%
Non-Control Distressed	6,250		8,601		71
Total	13,148		26,656		49
Corporate Carve-outs, Opportunistic Buyouts and Other Credit(1)	34,170		63,342		22
Total	$	47,318	$	89,998	39	%

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

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The following tables provide additional detail on the composition of the Fund VIII, Fund VII, Fund VI and Fund V private equity portfolios based on investment strategy. Amounts for Fund I, II, III and IV are included in the table above but not presented below as their remaining value is less than $100 million or the fund has been liquidated. All amounts are as of March 31, 2016:

Fund VIII⁽¹⁾ 

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	2,222	$	2,421
Opportunistic Buyouts	2,341		2,909
Distressed	472		501
Total	$	5,035	$	5,831

Fund VII⁽¹⁾ 

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	2,298	$	5,432
Opportunistic Buyouts	4,111		9,223
Distressed/Other Credit(2)	9,472		18,142
Total	$	15,881	$	32,797

Fund VI

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	3,216	$	3,926
Opportunistic Buyouts	6,555		12,257
Distressed/Other Credit(2)	2,686		4,946
Total	$	12,457	$	21,129

Fund V

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	1,605	$	4,977
Opportunistic Buyouts	2,165		5,332
Distressed	1,422		2,497
Total	$	5,192	$	12,806

(1) Committed capital less unfunded capital commitments for Fund VIII and Fund VII was $5.7 billion and $13.8 billion, respectively, which represents capital commitments from limited partners to invest in such funds less capital that is available for investment or reinvestment subject to the provisions of the applicable limited partnership agreement or other governing agreements.

(2) The Distressed investment strategy includes distressed for control, non-control distressed and other credit.

During the recovery and expansionary periods of 1994 through 2000 and late 2003 through the first half of 2007, our private equity funds invested or committed to invest approximately $13.7 billion primarily in traditional and corporate partner buyouts. During the recessionary periods of 1990 through 1993, 2001 through late 2003 and the recessionary and post recessionary periods (beginning the second half of 2007 through March 31, 2016), our private equity funds have invested $36.7 billion, of which $18.4 billion was in distressed buyouts and debt investments when the debt securities of quality companies traded at deep discounts to par value. Our average entry multiple for Fund VIII, VII, VI and V was 5.8x, 6.1x, 7.7x and 6.6x, respectively, as of March 31,

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2016, and actively investing funds may include committed investments not yet closed. Our average entry multiple for a private equity fund is the average of the total enterprise value over an applicable adjusted earnings before interest, taxes, depreciation and amortization which may incorporate certain adjustments based on investment team’s estimate and we believe captures the true economics of our funds’ investments in portfolio companies.

Credit

The following table presents the AUM and gross and net returns information for Apollo’s credit segment by category type:

	As of March 31, 2016								Gross Returns	Net Returns
Category	AUM		Fee-Generating AUM		Carry-Eligible AUM		Carry-Generating AUM		For the Three Months Ended March 31, 2016(1)
	(in millions)
Liquid/Performing	$	36,789	$	30,903	$	21,218	$	8,529	1.1%	1.0%
Drawdown(2)	20,088		11,743		17,936		5,973		1.6	1.2
Permanent capital vehicles ex Athene Non-Sub-Advised(3)	14,993		10,274		9,062		8,483		0.5	(0.2)
Athene Non-Sub-Advised(3)	51,984		51,984		—		—		N/A	N/A
Total Credit	$	123,854	$	104,904	$	48,216	$	22,985	1.1%	0.9%

(1) The gross and net returns for the three months ended March 31, 2016 for total credit excludes assets managed by AAM that are not directly invested in Apollo funds and investment vehicles or sub-advised by Apollo.

(2) As of March 31, 2016, significant drawdown funds and SIAs had inception-to-date gross and net IRRs of 16.1% and 12.3%, respectively. Significant drawdown funds and SIAs include funds and SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs.

(3) As of March 31, 2016, Athene Non-Sub-Advised includes $46.6 billion and $5.4 billion of AUM of Athene Asset Management and Athene Germany (for which a different Apollo subsidiary provides investment advisory services), respectively, but excludes $13.9 billion of AUM that was either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo.

Liquid/Performing

The following table summarizes the investment record for funds in the liquid/performing category within Apollo’s credit segment. The significant funds included in the investment record table below have greater than $200 million of AUM and do not predominantly invest in other Apollo funds or SIAs.

				Net Returns
	Vintage Year	Total AUM		For the Three Months Ended March 31, 2016		For the Three Months Ended March 31, 2015
Credit:		(in millions)
Hedge Funds(1)	Various	$	6,353	2	%	2	%
CLOs(2)	Various	13,783		2		2
SIAs / Other(3)	Various	15,503		—		2
Total		$	35,639

(1) Hedge funds includes Apollo Credit Strategies Master Fund Ltd., Apollo Credit Master Fund Ltd., Apollo Credit Short Opportunities Fund and Apollo Value Strategic Fund, L.P.

(2) CLO returns are calculated based on gross return on invested assets, which excludes cash.

(3) SIAs / Other excludes $1.2 billion of AUM related to advisory assets under management.

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Permanent Capital

The following table summarizes the investment record for our permanent capital vehicles by segment, excluding AAA, assets managed by Athene Asset Management and another affiliate of Apollo that provides advisory services to Athene Germany:

				Total Returns(1)
	IPO Year(2)	Total AUM		For the Three Months Ended March 31, 2016			For the Three Months Ended March 31, 2015
Credit:		(in millions)
MidCap(3)	N/A	$	5,843	NM		(4)	NM		(4)
AIF	2013	363		1	%		4	%
AFT	2011	414		2			9
AMTG(5)	2011	3,662		16			4
AINV(6)	2004	5,382		10			6
Real Estate:
ARI	2009	2,920		(3	)%		8	%
Total		$	18,584

(1) Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commission.

(2) IPO year represents the year in which the vehicle commenced trading on a national securities exchange.

(3) MidCap is not a publicly traded vehicle and therefore IPO year is not applicable.

(4) Returns have not been presented as the Permanent Capital Vehicle commenced investing capital less than 24 months prior to the period indicated and therefore such return information was deemed not meaningful.

(5) All amounts are as of December 31, 2015, except for total returns. Refer to www.apolloresidentialmortgage.com for the most recent financial information on AMTG. The information contained on AMTG’s website is not part of this report.

(6) All amounts are as of December 31, 2015, except for total returns. Refer to www.apolloic.com for the most recent financial information on AINV. The information contained on AINV’s website is not part of this report. Includes $1.4 billion of AUM related to a non-traded business development company sub-advised by Apollo. Total returns exclude performance of the non-traded business development company.

Athene and SIAs

As of March 31, 2016, Athene Asset Management had $60.4 billion of total AUM in accounts owned by or related to Athene, of which approximately $13.9 billion, was either sub-advised by Apollo or invested in Apollo funds and investment vehicles. Of the approximately $13.9 billion of AUM, the vast majority were in sub-advisory managed accounts that manage high grade credit asset classes, such as CLO debt, commercial mortgage backed securities, and insurance-linked securities. As of March 31, 2016, Apollo had $5.4 billion of total AUM related to Athene Germany, for which another Apollo subsidiary provides investment advisory services.

As of March 31, 2016, Apollo managed approximately $18 billion of total AUM in SIAs, which include certain SIAs in the investment record tables above and capital deployed from certain SIAs across Apollo’s private equity, credit and real estate funds.

Overview of Results of Operations

Revenues

Advisoryand Transaction Fees from Affiliates, Net. As a result of providing advisory services with respect to actual and potential private equity, credit, and real estate investments, we are entitled to receive fees for transactions related to the acquisition and, in certain instances, disposition of portfolio companies as well as fees for ongoing monitoring of portfolio company operations and directors’ fees. We also receive advisory fees for advisory services provided to certain credit funds. In addition, monitoring fees are generated on certain structured portfolio company investments. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Such amounts are presented as a reduction to advisory and transaction fees from affiliates, net, in the condensed consolidated statements of operations. See note 2 to our condensed consolidated financial statements for more detail.

The Management Fee Offsets are calculated for each fund as follows:

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• 65%-100% for private equity funds, gross advisory, transaction and other special fees;

• 65%-100% for certain credit funds, gross advisory, transaction and other special fees; and

• 100% for certain real estate funds, gross advisory, transaction and other special fees.

Additionally, during the normal course of business, the Company incurs certain costs related to certain transactions that are not consummated (“broken deal costs”). These costs (e.g., research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken deal costs upon management’s decision to no longer pursue the transaction. In accordance with the related fund agreement, in the event the deal is deemed broken, all of the costs are reimbursed by the funds and then included as a component of the calculation of the Management Fee Offset. If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company for all costs incurred and no offset is generated.

As the Company acts as an agent for the funds it manages, any transaction costs incurred and paid by the Company on behalf of the respective funds relating to successful or broken deals are presented net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is presented in Due from Affiliates on the condensed consolidated statements of financial condition.

Management Fees from Affiliates. The significant growth of the assets we manage has had a positive effect on our revenues. Management fees are typically calculated based upon any of “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted costs of all unrealized portfolio investments,” “capital commitments,” “invested capital,” “adjusted assets,” “capital contributions,” or “stockholders’ equity,” each as defined in the applicable limited partnership agreement and/or management agreement of the unconsolidated funds.

Carried Interest Income from Affiliates. The general partners of our funds, in general, are entitled to an incentive return that can normally amount to as much as 20% of the total returns on fund capital, depending upon performance of the underlying funds and subject to preferred returns and high water marks, as applicable. The carried interest income from affiliates is recognized in accordance with U.S. GAAP guidance applicable to accounting for arrangement fees based on a formula. In applying the U.S. GAAP guidance, the carried interest from affiliates for any period is based upon an assumed liquidation of the funds’ assets at the reporting date, and distribution of the net proceeds in accordance with the funds’ allocation provisions.

As of March 31, 2016, approximately 59% of the value of our funds’ investments on a gross basis was determined using market-based valuation methods (i.e., reliance on broker or listed exchange quotes) and the remaining 41% was determined primarily by comparable company and industry multiples or discounted cash flow models. For our private equity, credit and real estate segments, the percentage determined using market-based valuation methods as of March 31, 2016 was 27%, 74% and 47%, respectively. See “Item 1A. Risk Factors—Risks Related to Our Businesses—Our private equity funds’ performance, and our performance, may be adversely affected by the financial performance of our funds’ portfolio companies and the industries in which our funds invest” in the 2015 Annual Report for a discussion regarding certain industry-specific risks that could affect the fair value of our private equity funds’ portfolio company investments.

Carried interest income fee rates can be as much as 20% for our private equity funds. In our private equity funds, the Company does not earn carried interest income until the investors in the fund have achieved cumulative investment returns on invested capital (including management fees and expenses) in excess of an 8% hurdle rate. Additionally, certain of our credit and real estate funds have various carried interest rates and hurdle rates. Certain of our credit and real estate funds allocate carried interest to the general partner in a similar manner as the private equity funds. In our private equity, certain credit and real estate funds, so long as the investors achieve their priority returns, there is a catch-up formula whereby the Company earns a priority return for a portion of the return until the Company’s carried interest income equates to its incentive fee rate for that fund; thereafter, the Company participates in returns from the fund at the carried interest income rate. Carried interest income is subject to reversal to the extent that the carried interest income distributed exceeds the amount due to the general partner based on a fund’s cumulative investment returns. The Company recognizes potential repayment of previously received carried interest income as a general partner obligation representing all amounts previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner obligation, however, would not become payable or realized until the end of a fund’s life or as otherwise set forth in the respective limited partnership agreement of the fund.

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The table below presents an analysis of Apollo’s (i) carried interest receivable on an unconsolidated basis and (ii) realized and unrealized carried interest income (loss) for Apollo’s combined segments’ incentive business as of and for the three months ended March 31, 2016:

	As of   March 31, 2016			For the Three Months Ended March 31, 2016
	Carried Interest Receivable on an Unconsolidated Basis			Unrealized Carried Interest Income (Loss)			Realized Carried Interest Income (Loss)		Total Carried Interest Income (Loss)
	(in thousands)
Private Equity Funds:
Fund VII(1)	$	18,681		$	(50,051	)	$	—	$	(50,051	)
Fund VI(1)	19,044			(33,516		)	—		(33,516		)
Fund V	—		(3)	1,584			—		1,584
Fund IV	7,312			1,116			—		1,116
AAA/Other(2)	180,907		(3)	(65,467		)	—		(65,467		)
Total Private Equity Funds	225,944			(146,334		)	—		(146,334		)
Total Private Equity Funds, net of profit share	153,035			(88,960		)	—		(88,960		)
Credit Category:
Drawdown	148,977		(3)	(18,976		)	19,999		1,023
Liquid/Performing	58,532			(5,013		)	16,236		11,223
Permanent capital vehicles ex AAM	32,877			2,809			8,917		11,726
Total Credit Funds	240,386			(21,180		)	45,152		23,972
Total Credit Funds, net of profit share	66,946			(12,043		)	14,590		2,547
Real Estate Funds:
CPI Funds	1,936			588			—		588
U.S. RE Fund I	15,976			(3,021		)	3,541		520
U.S. RE Fund II	583			583			—		583
Other	5,578			(1,527		)	1,230		(297		)
Total Real Estate Funds	24,073			(3,377		)	4,771		1,394
Total Real Estate Funds, net of profit share	12,918			(2,206		)	1,143		(1,063		)
Total	$	490,403		$	(170,891	)	$	49,923	$	(120,968	)
Total, net of profit share	$	232,899	(4)	$	(103,209	)	$	15,733	$	(87,476	)

(1) As of March 31, 2016, the remaining investments and escrow cash of Fund VII and Fund VI were valued at 102% and 89% of the fund’s unreturned capital, respectively, which were below the required escrow ratio of 115%. As a result, these funds are required to place in escrow current and future carried interest income distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation. As of March 31, 2016, Fund VI had $167.6 million of gross carried interest income, or $110.7 million net of profit sharing, in escrow. Of these amounts, assuming a hypothetical liquidation on March 31, 2016, $19.0 million of gross carried interest, or $12.6 million net of profit sharing, would be paid to the general partner. As of March 31, 2016, Fund VII had no carried interest held in escrow. With respect to Fund VII and Fund VI, realized carried interest income currently distributed to the general partner is limited to tax distributions per the fund’s partnership agreement.

(2) As of March 31, 2016, AAA includes $155.9 million of carried interest receivable, or $103.5 million net of profit sharing, from AAA Investments, which will be paid in common shares of Athene Holding (valued at the then fair market value) if there is a distribution in kind of shares of Athene Holding (unless such payment in shares would violate Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended), or paid in cash if AAA sells the shares of Athene Holding. In addition, Other includes certain SIAs.

(3) As of March 31, 2016, Fund V, APC, ANRP I, ACLF, and certain SIAs within the credit segment had $9.2 million, $2.1 million, $3.4 million, $26.4 million and $33.0 million, respectively, in general partner obligations to return previously distributed carried interest income. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations in Fund V, APC, ANRP I, ACLF, and certain SIAs within the credit segment was $61.2 million, $15.0 million, $244.8 million, $66.4 million, and $239.6 million, respectively, as of March 31, 2016.

(4) As of March 31, 2016 there was a corresponding profit sharing payable of $257.5 million, including profit sharing payable related to amounts in escrow and contingent consideration obligations of $74.1 million, respectively.

The general partners of the private equity, credit and real estate funds listed in the table above were accruing carried interest income as of March 31, 2016. The investment manager of AINV accrues carried interest in the management company business as it is earned. The general partners of certain of our credit funds accrue carried interest when the fair value of investments exceeds the cost basis of the individual investors’ investments in the fund, including any allocable share of expenses incurred in connection with such investments, which we refer to as “high water marks.” These high water marks are applied on an individual investor basis. Certain of our credit funds have investors with various high water marks, the achievement of which is subject to market conditions and investment performance.

Carried interest income from our private equity funds and certain credit and real estate funds is subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative carried interest distributed from inception to date exceeds the amount computed as due to the general partner at the final distribution. These general partner

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obligations, if applicable, are included in due to affiliates on the condensed consolidated statements of financial condition. As of March 31, 2016, there was $74.1 million, respectively, of such general partner obligations related to our funds. Carried interest receivable is reported on a separate line item within the condensed consolidated statements of financial condition.

The following table summarizes our carried interest income since inception for our combined segments through March 31, 2016:

	Carried Interest Income Since Inception(1)
	Undistributed by Fund and Recognized		Distributed by Fund and Recognized(2)		Total Undistributed and Distributed by Fund and Recognized(3)		General Partner Obligation as of March 31, 2016(3)		Maximum Carried Interest Income Subject to Potential Reversal(4)
	(in millions)
Private Equity Funds:
Fund VII	$	18.7	$	3,091.8	$	3,110.5	$	—	$	568.2
Fund VI	19.0		1,658.9		1,677.9		—		1,131.7
Fund V	—		1,455.0		1,455.0		9.2		18.7
Fund IV	7.3		597.8		605.1		—		7.4
AAA/Other	180.9		168.7		349.6		3.4		180.9
Total Private Equity Funds	225.9		6,972.2		7,198.1		12.6		1,906.9
Credit Category(5):
Drawdown	149.0		929.2		1,078.2		61.5		254.0
Liquid/Performing	58.5		401.1		459.6		—		68.1
Permanent capital vehicles ex AAM	13.2		—		13.2		—		13.2
Total Credit Funds	220.7		1,330.3		1,551.0		61.5		335.3
Real Estate Funds:
CPI Funds	1.9		8.3		10.2		—		1.9
U.S. RE Fund I	16.0		8.2		24.2		—		21.2
U.S. RE Fund II	0.6		—		0.6		—		0.6
Other	5.6		3.0		8.6		—		5.6
Total Real Estate Funds	24.1		19.5		43.6		—		29.3
Total	$	470.7	$	8,322.0	$	8,792.7	$	74.1	$	2,271.5

(1) Certain funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.14 as of March 31, 2016.

(2) Amounts in “Distributed by Fund and Recognized” for the CPI, Gulf Stream and Stone Tower funds and SIAs are presented for activity subsequent to the respective acquisition dates.

(3) Amounts were computed based on the fair value of fund investments on March 31, 2016. Carried interest income has been allocated to and recognized by the general partner. Based on the amount of carried interest income allocated, a portion is subject to potential reversal or, to the extent applicable, has been reduced by the general partner obligation to return previously distributed carried interest income or fees at March 31, 2016. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund.

(4) Represents the amount of carried interest income that would be reversed if remaining fund investments became worthless on March 31, 2016. Amounts subject to potential reversal of carried interest income include amounts undistributed by a fund (i.e., the carried interest receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes not subject to a general partner obligation to return previously distributed carried interest income, except for those funds that are gross of taxes as defined in the respective funds’ management agreement.

(5) Amounts exclude AINV, as carried interest income from this entity is not subject to contingent repayment.

Expenses

Compensation and Benefits. Our most significant expense is compensation and benefits expense. This consists of fixed salary, discretionary and non-discretionary bonuses, profit sharing expense associated with the carried interest income earned from private equity, credit and real estate funds and compensation expense associated with the vesting of non-cash equity-based awards.

Our compensation arrangements with certain partners and employees contain a significant performance-based incentive component. Therefore, as our net revenues increase, our compensation costs also rise or can be lower when net revenues

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decrease. In addition, our compensation costs reflect the increased investment in people as we expand geographically and create new funds.

In addition, certain professionals and selected other individuals have a profit sharing interest in the carried interest income earned in relation to our private equity, certain credit and real estate funds in order to better align their interests with our own and with those of the investors in these funds. Profit sharing expense is part of our compensation and benefits expense and is generally based upon a fixed percentage of private equity, credit and real estate carried interest income on a pre-tax and a pre-consolidated basis. Profit sharing expense can reverse during periods when there is a decline in carried interest income that was previously recognized. Profit sharing amounts are normally distributed to employees after the corresponding investment gains have been realized and generally before preferred returns are achieved for the investors. Therefore, changes in our unrealized gains (losses) for investments have the same effect on our profit sharing expense. Profit sharing expense increases when unrealized gains increase. Realizations only impact profit sharing expense to the extent that the effects on investments have not been recognized previously. If losses on other investments within a fund are subsequently realized, the profit sharing amounts previously distributed are normally subject to a general partner obligation to return carried interest income previously distributed back to the funds. This general partner obligation due to the funds would be realized only when the fund is liquidated, which generally occurs at the end of the fund’s term. However, indemnification obligations also exist for pre-reorganization realized gains, which, although our Managing Partners and Contributing Partners would remain personally liable, may indemnify our Managing Partners and Contributing Partners for 17.5% to 100% of the previously distributed profits regardless of the fund’s future performance. See note 12 to our condensed consolidated financial statements for further discussion of indemnification.

Each Managing Partner receives $100,000 per year in base salary for services rendered to us. Additionally, our Managing Partners can receive other forms of compensation. In connection with the 2007 Reorganization, the Managing Partners and Contributing Partners received AOG Units with a vesting period of five to six years (all of which have fully vested) and certain employees were granted RSUs with a vesting period of typically six years (all of which have also fully vested). Managing Partners, Contributing Partners and certain employees have also been granted AAA restricted depositary units (“RDUs”) , or incentive units that provide the right to receive AAA RDUs, which both represent common units of AAA and generally vest over three years for employees and are fully-vested for Managing Partners and Contributing Partners on the grant date. In addition, AHL Awards (as defined in note 11 to our condensed consolidated financial statements) and other equity-based compensation awards have been granted to the Company and certain employees, which amortize over the respective vesting periods. In addition, the Company grants equity awards to certain employees, including RSUs, restricted Class A shares and options, that generally vest and become exercisable in quarterly installments or annual installments depending on the contract terms over a period of three to six years. See note 11 to our condensed consolidated financial statements for further discussion of AOG Units and other equity-based compensation.

Other Expenses. The balance of our other expenses includes interest, professional fees, placement fees, occupancy, depreciation and amortization and other general operating expenses. Interest expense consists primarily of interest related to the 2013 AMH Credit Facilities and the 2024 Senior Notes as discussed in note 9 to our condensed consolidated financial statements. Placement fees are incurred in connection with our capital raising activities. Occupancy expense represents charges related to office leases and associated expenses, such as utilities and maintenance fees. Depreciation and amortization of fixed assets is normally calculated using the straight-line method over their estimated useful lives, ranging from two to sixteen years, taking into consideration any residual value. Leasehold improvements are amortized over the shorter of the useful life of the asset or the expected term of the lease. Intangible assets are amortized based on the future cash flows over the expected useful lives of the assets. Other general operating expenses normally include costs related to travel, information technology and administration.

Other Income (Loss)

Net Gains (Losses) from Investment Activities. The performance of the consolidated Apollo funds has impacted our net gains (losses) from investment activities. Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in our investment portfolio between the opening reporting date and the closing reporting date. Net unrealized gains (losses) are a result of changes in the fair value of unrealized investments and reversal of unrealized gains (losses) due to dispositions of investments during the reporting period. Significant judgment and estimation goes into the assumptions that drive these models and the actual values realized with respect to investments could be materially different from values obtained based on the use of those models. The valuation methodologies applied impact the reported value of investment company holdings and their underlying portfolios in our condensed consolidated financial statements.

Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses subsequent to consolidation are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations.

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Other Income (Losses), Net. Other income (losses), net includes gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities, reversal of a portion of the tax receivable agreement liability (see note 12 to our condensed consolidated financial statements), and other miscellaneous non-operating income and expenses.

Income Taxes. The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. federal income tax purposes. As a result, except as described below, the Apollo Operating Group has not been subject to U.S. income taxes. However, these entities in some cases are subject to NYC UBT, and non-U.S. entities, in some cases, are subject to non-U.S. corporate income taxes. In addition, APO Corp., a wholly-owned subsidiary of the Company, is subject to U.S. federal, state and local corporate income tax, and the Company’s (provision) benefit for income taxes is accounted for in accordance with U.S. GAAP.

Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties. We recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolutions of any related appeals or litigation, based on the technical merits of the position. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits of the position are recognized. The Company’s tax positions are reviewed and evaluated quarterly to determine whether or not we have uncertain tax positions that require financial statement recognition.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amount of assets and liabilities and their respective tax basis using currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Non-Controlling Interests

For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. The Non-Controlling Interests relating to Apollo Global Management, LLC primarily include the 54.1% and 57.0% ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings as of March 31, 2016 and 2015, respectively. Non-Controlling Interests also include limited partner interests in certain consolidated funds and VIEs.

The authoritative guidance for Non-Controlling Interests in the condensed consolidated financial statements requires reporting entities to present Non-Controlling Interest as equity and provides guidance on the accounting for transactions between an entity and Non-Controlling Interests. According to the guidance, (1) Non-Controlling Interests are presented as a separate component of shareholders’ equity on the Company’s condensed consolidated statements of financial condition, (2) net income (loss) includes the net income (loss) attributable to the Non-Controlling Interest holders on the Company’s condensed consolidated statements of operations, (3) the primary components of Non-Controlling Interest are separately presented in the Company’s condensed consolidated statements of changes in shareholders’ equity to clearly distinguish the interests in the Apollo Operating Group and other ownership interests in the consolidated entities and (4) profits and losses are allocated to Non-Controlling Interests in proportion to their ownership interests regardless of their basis.

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Results of Operations

Below is a discussion of our condensed consolidated results of operations for the three months ended March 31, 2016 and 2015. For additional analysis of the factors that affected our results at the segment level, see “—Segment Analysis” below:

	For the Three Months Ended March 31,						Amount Change			Percentage Change
	2016			2015(1)
Revenues:	(in thousands)
Advisory and transaction fees from affiliates, net	$	7,999		$	9,543		$	(1,544	)	(16.2	)%
Management fees from affiliates	233,795			224,889			8,906			4.0	%
Carried interest income (loss) from affiliates	(120,968		)	68,592			(189,560		)	NM
Total Revenues	120,826			303,024			(182,198		)	(60.1	)%
Expenses:
Compensation and benefits:
Salary, bonus and benefits	97,234			87,633			9,601			11.0	%
Equity-based compensation	14,002			20,103			(6,101		)	(30.3	)%
Profit sharing expense	(37,605		)	48,629			(86,234		)	NM
Total compensation and benefits	73,631			156,365			(82,734		)	(52.9	)%
Interest expense	7,873			7,440			433			5.8	%
General, administrative and other	27,744			22,771			4,973			21.8	%
Professional fees	16,434			14,964			1,470			9.8	%
Occupancy	9,822			9,958			(136		)	(1.4	)%
Placement fees	1,764			1,520			244			16.1	%
Depreciation and amortization	4,631			10,978			(6,347		)	(57.8	)%
Total Expenses	141,899			223,996			(82,097		)	(36.7	)%
Other Income (Loss):
Net gains (losses) from investment activities	(56,469		)	2,118			(58,587		)	NM
Net gains from investment activities of consolidated variable interest entities	1,319			1,328			(9		)	(0.7	)%
Loss from equity method investments	(3,817		)	(1,061		)	(2,756		)	259.8	%
Interest income	585			725			(140		)	(19.3	)%
Other income (loss), net	(253		)	4,874			(5,127		)	NM
Total Other Income (Loss)	(58,635		)	7,984			(66,619		)	NM
Income before income tax (provision) benefit	(79,708		)	87,012			(166,720		)	NM
Income tax (provision) benefit	5,147			(5,514		)	10,661			NM
Net Income (Loss)	(74,561		)	81,498			(156,059		)	NM
Net (income) loss attributable to Non-Controlling Interests	41,733			(50,571		)	92,304			NM
Net Income (Loss) Attributable to Apollo Global Management, LLC	$	(32,828	)	$	30,927		$	(63,755	)	NM

(1) Apollo adopted new U.S. GAAP consolidation and CFE guidance during the second quarter of 2015 and applied the guidance on a modified retrospective basis, which resulted in the deconsolidation of certain funds as of January 1, 2015 and a measurement alternative of the financial assets and liabilities of the remaining consolidated CLOs. As such, prior periods have been adjusted from those previously disclosed to reflect adoption of the new accounting guidance. See note 2 to the condensed consolidated financial statements for details regarding the Company’s adoption of the new consolidation and CFE guidance.

(2) Note: “NM” denotes not meaningful. Changes from negative to positive amounts and positive to negative amounts are not considered meaningful. Increases or decreases from zero and changes greater than 500% are also not considered meaningful.

Revenues

Our revenues and other income include fixed components that result from measures of capital and asset valuations and variable components that result from realized and unrealized investment performance, as well as the value of successfully completed transactions.

Advisory and transaction fees from affiliates, net, decreased by $1.5 million for the three months ended March 31, 2016 as compared to the three months ended March 31, 2015. This change was primarily attributable to decreases in net advisory and transaction fees earned with respect to Athene, Fund VIII and Fund VII of $0.9 million, $0.8 million and $0.4 million, respectively, offset by an increase in net advisory and transaction fees earned with respect to AGRE Debt Fund I of $0.7 million, during the three months ended March 31, 2016.

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Management fees from affiliates increased by $8.9 million for the three months ended March 31, 2016 as compared to the three months ended March 31, 2015. This change was primarily attributable to increases in management fees earned from MidCap, COF III, ARI and U.S. RE Fund II of $3.2 million, $2.3 million, $1.8 million and $1.0 million, respectively, during the three months ended March 31, 2016 as compared to the same period during 2015.

Carried interest loss from affiliates was $121.0 million for the three months ended March 31, 2016, compared to carried interest income from affiliates of $68.6 million for the three months ended March 31, 2015. The decrease of $189.6 million was primarily attributable to lower carried interest income earned from our private equity funds of $201.3 million, offset by higher carried interest income earned from our credit funds of $12.7 million during the three months ended March 31, 2016 as compared to the same period in 2015. For additional details regarding changes in carried interest income in each segment, see “—Segment Analysis” below.

Expenses

Compensation and benefits decreased by $82.7 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to a decrease in profit sharing expense of $86.2 million due to lower carried interest income during the three months ended March 31, 2016, as compared to the same period in 2015. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating carried interest in the period. In addition, equity-based compensation decreased $6.1 million during the three months ended March 31, 2016 as compared to the same period in 2015. This decrease was a result of a decrease in expenses incurred in relation to the AHL Awards granted to the Company’s employees, which are liability awards that are marked to market based on the valuation of Athene (see note 11 to the condensed consolidated financial statements) during the three months ended March 31, 2016. The decreases in profit sharing expense and equity-based compensation were offset by an increase in salary, bonus and benefits of $9.6 million during the three months ended March 31, 2016 as a result of an increase in headcount after March 31, 2015.

Included in profit sharing expense is $18.5 million and $12.5 million related to the Incentive Pool for the three months ended March 31, 2016 and 2015, respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular quarter. See “—Profit Sharing Expense” in the Critical Accounting Policies section for an overview of the Incentive Pool.

General, administrative and other expenses increased by $5.0 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015 primarily due to an increase in new fund organizational expenses during the three months ended March 31, 2016 as compared to the same period in 2015.

Professional fees increased by $1.5 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to an increase in legal fees during the three months ended March 31, 2016 as compared to the same period in 2015.

Depreciation and amortization decreased by $6.3 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015 as a result of certain intangibles in connection with the acquisition of Stone Tower Capital LLC and its related management companies being fully amortized at December 31, 2015.

Other Income (Loss)

Net losses from investment activities were $56.5 million for three months ended March 31, 2016, as compared to net gains from investment activities of $2.1 million for the three months ended March 31, 2015. This change was primarily attributable to an unrealized loss on the Company’s investment in Athene during the three months ended March 31, 2016 as a result of lower valuations of publicly traded comparable companies. See note 5 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene.

Loss from equity method investments increased by $2.8 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily driven by decreases in the values of investments held by certain Apollo funds and other entities in which the Company has a direct interest, mainly with respect to AAA and Fund VII of $12.4 million and $7.5 million, respectively. These decreases were offset by an increase in the value of Apollo’s ownership interest in Fund VIII, AINV and ACLF of $9.9 million, $4.6 million and $1.5 million, respectively, during the three months ended March 31, 2016 as compared to the same period in 2015.

Other loss, net was $0.3 million for three months ended March 31, 2016, as compared to other income, net of $4.9 million for three months ended March 31, 2015. The decrease of $5.1 million was primarily driven by foreign exchange losses of $1.2 million during the three months ended March 31, 2016, compared to foreign exchange gains of $2.9 million during the three months ended March 31, 2015.

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Income Tax (Provision) Benefit

Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. federal income tax purposes. As a result, only a portion of the income we earn is subject to corporate-level tax in the United States and foreign jurisdictions. The (provision) benefit for income taxes includes federal, state and local income taxes in the United States and foreign income taxes. The Company records its income tax (provision) benefit based on an estimated full-year effective tax rate of 6.5% and 6.3% for the three months ended March 31, 2016 and 2015, respectively.  An income tax benefit was recorded for $5.1 million for three months ended March 31, 2016 as a result of a pre-tax loss from the incentive business, compared to income tax provision of $5.5 million for three months ended March 31, 2015 as a result of pre-tax income.  The differences between our statutory tax rate and our effective tax rate were due to the following: (i) income passed through to Non-Controlling Interests; (ii) income passed through to Class A shareholders; and (iii) state and local income taxes including NYC UBT (see note 8 to the condensed consolidated financial statements for further details regarding the Company’s income tax (provision) benefit).

Non-Controlling Interests

Net income (loss) attributable to Non-Controlling Interests in the Apollo Operating Group consisted of the following:

	For the Three Months Ended March 31,
	2016			2015
	(in thousands)
Net income (loss)	$	(74,561	)	$	81,498
Net income (loss) attributable to Non-Controlling Interests in consolidated entities	(2,035		)	(2,559		)
Net income (loss) after Non-Controlling Interests in consolidated entities	(76,596		)	78,939
Adjustments:
Income tax provision (benefit)(1)	(5,147		)	5,514
NYC UBT and foreign tax provision (benefit)(2)	951			(875		)
Net loss in non-Apollo Operating Group entities	20			237
Total adjustments	(4,176		)	4,876
Net income (loss) after adjustments	(80,772		)	83,815
Approximate weighted average ownership percentage of Apollo Operating Group	54.2		%	57.3		%
Net income (loss) attributable to Non-Controlling Interests in Apollo Operating Group	$	(43,768	)	$	48,012

(1) Reflects all taxes recorded in our condensed consolidated statements of operations. Of this amount, U.S. federal, state, and local corporate income taxes attributable to APO Corp. are added back to income of the Apollo Operating Group before calculating Non-Controlling Interests as the income allocable to the Apollo Operating Group is not subject to such taxes.

(2) Reflects NYC UBT and foreign taxes that are attributable to the Apollo Operating Group and its subsidiaries related to its operations in the U.S. as partnerships and in non-U.S. jurisdictions as corporations. As such, these amounts are considered in the income attributable to the Apollo Operating Group.

Segment Analysis

Discussed below are our results of operations for each of our reportable segments. They represent the segment information available and utilized by our executive management, which consists of our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. Management divides its operations into three reportable segments: private equity, credit and real estate. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made, the frequency of trading, and the level of control over the investment. Segment results represent segment income (loss) before income tax (provision) benefit excluding transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets and contingent consideration and certain other charges associated with acquisitions. In addition, segment results excludes non-cash revenue and expense related to equity awards granted by unconsolidated affiliates to employees of the Company, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the consolidated financial statements.

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Our financial results vary, since carried interest, which generally constitutes a large portion of the income from the funds that we manage, as well as the transaction and advisory fees that we receive, can vary significantly from quarter to quarter and year to year. As a result, we emphasize long-term financial growth and profitability to manage our business.

Private Equity

The following table sets forth our segment statement of operations information and our supplemental performance measure, EI, for the “management” and “incentive” businesses within our private equity segment for the three months ended March 31, 2016 and 2015, respectively.

	For the Three Months Ended March 31, 2016									For the Three Months Ended March 31, 2015
	Management			Incentive			Total			Management		Incentive			Total			Total Change			Percentage Change
	(in thousands)
Private Equity:
Revenues:
Advisory and transaction fees from affiliates, net	$	2,713		$	—		$	2,713		$	3,841	$	—		$	3,841		$	(1,128	)	(29.4	)%
Management fees from affiliates	74,918			—			74,918			74,597		—			74,597			321			0.4
Carried interest income (loss) from affiliates:
Unrealized losses(1)	—			(146,335		)	(146,335		)	—		(21,109		)	(21,109		)	(125,226		)	NM
Realized gains	—			—			—			—		76,035			76,035			(76,035		)	(100.0	)
Total carried interest income (loss) from affiliates	—			(146,335		)	(146,335		)	—		54,926			54,926			(201,261		)	NM
Total Revenues	77,631			(146,335		)	(68,704		)	78,438		54,926			133,364			(202,068		)	NM
Expenses:
Compensation and benefits:
Salary, bonus and benefits	32,074			—			32,074			31,283		—			31,283			791			2.5
Equity-based compensation	7,385			—			7,385			9,056		—			9,056			(1,671		)	(18.5	)
Profit sharing expense	—			(57,374		)	(57,374		)	—		28,799			28,799			(86,173		)	NM
Total compensation and benefits	39,459			(57,374		)	(17,915		)	40,339		28,799			69,138			(87,053		)	NM
Other expenses	16,725			—			16,725			15,185		—			15,185			1,540			10.1
Total Expenses	56,184			(57,374		)	(1,190		)	55,524		28,799			84,323			(85,513		)	NM
Other Income (Loss):
Net interest expense	—			(2,428		)	(2,428		)	—		(2,549		)	(2,549		)	121			(4.7	)%
Net losses from investment activities	—			(4,106		)	(4,106		)	—		—			—			(4,106		)	NM
Income (loss) from equity method investments	—			(5,483		)	(5,483		)	—		5,483			5,483			(10,966		)	NM
Other income (loss), net	(124		)	—			(124		)	1,459		162			1,621			(1,745		)	NM
Total Other Income (Loss)	(124		)	(12,017		)	(12,141		)	1,459		3,096			4,555			(16,696		)	NM
Economic Income (Loss)	$	21,323		$	(100,978	)	$	(79,655	)	$	24,373	$	29,223		$	53,596		$	(133,251	)	NM

(1) Included in unrealized carried interest losses from affiliates for the three months ended March 31, 2016 and 2015 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 12 to our condensed consolidated financial statements for further detail regarding the general partner obligation.

Revenues

Advisory and transaction fees from affiliates, net decreased by $1.1 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to decreases in net advisory and transaction fees earned with respect to Fund VIII and Fund VII of $0.8 million and $0.4 million, respectively, during the three months ended March 31, 2016 as compared to the three months ended March 31, 2015.

Management fees from affiliates increased by $0.3 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to management fees earned with respect to ANRP II of $7.5 million during the three months ended March 31, 2016 that did not occur during the three months ended March 31, 2015 prior to the launch of the fund, partially offset by decreases in management fees earned with respect to Fund VI, ANRP I and Fund VII of $2.7 million, $2.1 million and $1.3 million during the three months ended March 31, 2016 as compared to the three months ended March 31, 2015.

Carried interest income from affiliates decreased by $201.3 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to decreases in carried interest income earned from Fund VII, AAA/Other and Fund VI of $115.5 million, $61.5 million and $33.6 million, respectively. The decrease in carried interest income from Fund VII was primarily driven by depreciation in privately held portfolio companies. The decrease in carried interest income earned from AAA/Other was primarily driven by depreciation on the investment in Athene as compared

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to the three months ended March 31, 2015. The decrease in carried interest income from Fund VI was attributable to depreciation in the fund’s public portfolio companies.

Expenses

Compensation and benefits expense decreased by $87.1 million for the three months ended March 31, 2016 as compared to the three months ended March 31, 2015. This change was primarily attributable to a decrease in profit sharing expense of $86.2 million as a result of a corresponding decrease in carried interest income earned from Fund VII, AAA/Other and Fund VI as discussed above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds that are generating carried interest in the period.

Other expenses increased by $1.5 million during the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. The change was primarily driven by an increase in placement fees with respect to ANRP II of $0.8 million and an increase in general, administrative and other expense of $0.7 million primarily attributable to an increase in new fund organizational expenses during the three months ended March 31, 2016, as compared to the same period in 2015.

Other Income (Loss)

Net losses from investment activities increased by $4.1 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015, due to an unrealized loss on the Company’s investment in Athene during the three months ended March 31, 2016 as a result of lower valuations of publicly traded comparable companies. See note 5 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene.

Loss from equity method investments was $5.5 million for the three months ended March 31, 2016, as compared to income from equity method investments of $5.5 million for the three months ended March 31, 2015. The decrease of $11.0 million was driven by decreases in the income from Apollo’s equity ownership interest in AAA and Fund VII of $12.4 million and $7.5 million, respectively, offset by an increase in the value of Apollo’s ownership interest in Fund VIII of $9.9 million during the three months ended March 31, 2016, as compared to the three months ended March 31, 2015.

Other loss, net was $0.1 million for the three months ended March 31, 2016, as compared to other income, net, of $1.6 million for the three months ended March 31, 2015. The decrease of $1.7 million was primarily driven by foreign exchange losses of $0.4 million during the three months ended March 31, 2016, as compared to foreign exchange gains of $1.0 million during the three months ended March 31, 2015.

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Credit

The following table sets forth segment statement of operations information and EI for the “management” and “incentive” businesses within our credit segment for the three months ended March 31, 2016 and 2015, respectively.

	For the Three Months Ended March 31, 2016									For the Three Months Ended March 31, 2015
	Management			Incentive			Total			Management			Incentive			Total			Total Change			Percentage Change
	(in thousands)
Credit:
Revenues:
Advisory and transaction fees from affiliates, net	$	4,410		$	—		$	4,410		$	5,352		$	—		$	5,352		$	(942	)	(17.6	)%
Management fees from affiliates	142,511			—			142,511			139,452			—			139,452			3,059			2.2
Carried interest income from affiliates:
Unrealized losses(1)	—			(21,179		)	(21,179		)	—			(45,770		)	(45,770		)	24,591			(53.7	)
Realized gains	8,917			36,235			45,152			10,774			46,272			57,046			(11,894		)	(20.8	)
Total carried interest income from affiliates	8,917			15,056			23,973			10,774			502			11,276			12,697			112.6
Total Revenues	155,838			15,056			170,894			155,578			502			156,080			14,814			9.5
Expenses:
Compensation and benefits:
Salary, bonus and benefits	51,612			—			51,612			49,256			—			49,256			2,356			4.8
Equity-based compensation	8,560			—			8,560			5,756			—			5,756			2,804			48.7
Profit sharing expense	—			21,424			21,424			—			10,217			10,217			11,207			109.7
Total compensation and benefits	60,172			21,424			81,596			55,012			10,217			65,229			16,367			25.1
Other expenses	31,193			—			31,193			32,120			—			32,120			(927		)	(2.9	)
Total Expenses	91,365			21,424			112,789			87,132			10,217			97,349			15,440			15.9
Other Income (Loss):
Net interest expense	—			(3,655		)	(3,655		)	—			(3,462		)	(3,462		)	(193		)	5.6
Net gains (losses) from investment activities	—			(52,393		)	(52,393		)	—			1,761			1,761			(54,154		)	NM
Income (loss) from equity method investments	—			848			848			—			(6,907		)	(6,907		)	7,755			NM
Other income (loss), net	(75		)	(333		)	(408		)	2,804			(510		)	2,294			(2,702		)	NM
Total Other Income (Loss)	(75		)	(55,533		)	(55,608		)	2,804			(9,118		)	(6,314		)	(49,294		)	NM
Non-Controlling Interests	(2,385		)	—			(2,385		)	(2,846		)	—			(2,846		)	461			(16.2	)
Economic Income (Loss)	$	62,013		$	(61,901	)	$	112		$	68,404		$	(18,833	)	$	49,571		$	(49,459	)	(99.8	)%

(1) Included in unrealized carried interest losses from affiliates for the three months ended March 31, 2016 and 2015 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 12 to our condensed consolidated financial statements for further detail regarding the general partner obligation.

Revenues

Advisory and transaction fees from affiliates, net, decreased by $0.9 million during the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. The decrease was primarily driven by a decrease in net advisory fees from Athene of $0.9 million.

Management fees from affiliates increased by $3.1 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to increases in management fees earned from MidCap and COF III of $3.2 million and $2.3 million, respectively, offset by a decrease in management fees earned from Apollo Offshore Credit Fund and SCRF III of $1.2 million and $0.7 million, respectively, during the three months ended March 31, 2016, as compared to the same period during 2015.

Carried interest income from affiliates increased by $12.7 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to increases in carried interest income earned from an SIA and EPF I of $26.4 million and $12.3 million, respectively, partially offset by decreased carried interest income earned from EPF II and Apollo Offshore Credit Fund of $14.6 million and $6.5 million, respectively, during the three months ended March 31, 2016, as compared to the same period in 2015.

The increase in carried interest income from the SIA was attributable to the depreciation of investments in energy and natural resources for the three months ended March 31, 2015. The increase in carried interest income from EPF I was attributable to the appreciation of European performing residential loans during the three months ended March 31, 2016 and foreign exchange translation losses on carried interest income during the three months ended March 31, 2015. The decrease in carried interest income from EPF II was attributable to fund performance not exceeding the normal growth in preferred return requirements during the

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three months ended March 31, 2016, as well as the appreciation of European direct real estate investments during the three months ended March 31, 2015 that did not recur during the three months ended March 31, 2016. The decrease in carried interest income from Apollo Offshore Credit Fund related to lower appreciation in the fund’s loan portfolio for the three months ended March 31, 2016 as compared to the three months ended March 31, 2015.

Expenses

Compensation and benefits expense increased by $16.4 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily due to increases in profit sharing expense and equity-based compensation of $11.2 million and $2.8 million, respectively, during the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. Profit sharing expense increased as a result of a corresponding increase in carried interest income as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating carried interest in the period.

Included in profit sharing expense is $16.9 million and $5.3 million related to the Incentive Pool for the three months ended March 31, 2016 and 2015, respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular quarter. 

Other Income

Net losses from investment activities were $52.4 million for the three months ended March 31, 2016, as compared to net gains from investment activities of $1.8 million for the three months ended March 31, 2015. The decrease of $54.2 million was primarily attributable to an unrealized loss on the Company’s investment in Athene during the three months ended March 31, 2016 as a result of lower valuations of publicly traded comparable companies. See note 5 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene.

Income from equity method investments was $0.8 million for the three months ended March 31, 2016, as compared to loss from equity method investments of $6.9 million for the three months ended March 31, 2015. The increase of $7.8 million was driven by increases in income from Apollo’s equity ownership interest in AINV, ACLF, COF III and MidCap of $4.6 million, $1.5 million, $0.6 million and $0.6 million, respectively, during the three months ended March 31, 2016, as compared to the same period in 2015.

Other loss, net was $0.4 million for the three months ended March 31, 2016, as compared to other income, net of $2.3 million for the three months ended March 31, 2015. The decrease of $2.7 million was primarily driven by foreign exchange losses of $0.7 million during the three months ended March 31, 2016, as compared to foreign exchange gains of $1.6 million during the three months ended March 31, 2015.

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Real Estate

The following table sets forth our segment statement of operations information and EI for the “management” and “incentive” businesses within our real estate segment for the three months ended March 31, 2016 and 2015, respectively.

	For the Three Months Ended March 31, 2016									For the Three Months Ended March 31, 2015
	Management			Incentive			Total			Management			Incentive			Total			Total Change			Percentage Change
	(in thousands)
Real Estate:
Revenues:
Advisory and transaction fees from affiliates, net	$	876		$	—		$	876		$	350		$	—		$	350		$	526		150.3	%
Management fees from affiliates	13,504			—			13,504			10,664			—			10,664			2,840			26.6
Carried interest income from affiliates:
Unrealized losses	—			(3,377		)	(3,377		)	—			(26		)	(26		)	(3,351		)	NM
Realized gains	—			4,771			4,771			—			2,417			2,417			2,354			97.4
Total carried interest income from affiliates	—			1,394			1,394			—			2,391			2,391			(997		)	(41.7	)
Total Revenues	14,380			1,394			15,774			11,014			2,391			13,405			2,369			17.7
Expenses:
Compensation and benefits:
Salary, bonus and benefits	8,684			—			8,684			7,013			—			7,013			1,671			23.8
Equity-based compensation	775			—			775			1,019			—			1,019			(244		)	(23.9	)
Profit sharing expense	—			2,457			2,457			—			1,816			1,816			641			35.3
Total compensation and benefits	9,459			2,457			11,916			8,032			1,816			9,848			2,068			21.0
Other expenses	6,144			—			6,144			4,629			—			4,629			1,515			32.7
Total Expenses	15,603			2,457			18,060			12,661			1,816			14,477			3,583			24.7
Other Income (Loss):
Net interest expense	—			(808		)	(808		)	—			(681		)	(681		)	(127		)	18.6
Income from equity method investments	—			776			776			—			226			226			550			243.4
Other income (loss), net	(29		)	—			(29		)	429			—			429			(458		)	NM
Total Other Income (Loss)	(29		)	(32		)	(61		)	429			(455		)	(26		)	(35		)	134.6
Economic Income (Loss)	$	(1,252	)	$	(1,095	)	$	(2,347	)	$	(1,218	)	$	120		$	(1,098	)	$	(1,249	)	113.8	%

Revenues

Advisory and transaction fees from affiliates, net, increased by $0.5 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to an increase in net advisory and transaction fees earned with respect to AGRE Debt Fund I of $0.7 million.

Management fees from affiliates increased by $2.8 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to increases in management fees earned with respect to ARI and U.S. RE Fund II of $1.8 million and $1.0 million, respectively.

Carried interest income from affiliates decreased by $1.0 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to decreases in carried interest income earned from the CPI funds in Europe and London Prime Apartments Guernsey Holdings Limited (“London Prime Apartments”) of $1.2 million and $0.9 million, respectively, partially offset by increases in carried interest income earned from U.S. RE Fund II and U.S. RE Fund I of $0.6 million and $0.4 million, respectively. The decrease in carried interest income earned from the CPI funds in Europe was primarily attributable to a publicly traded security that was sold in the first quarter of 2015 and generated carried interest during that period. The decrease in carried interest income earned from London Prime Apartments is primarily due to depreciation of the British Pound against the U.S. Dollar during the quarter ended March 31, 2016. These decreases were offset by an increase in carried interest income from U.S. RE Fund II and U.S. RE Fund I, which was a result of continued strong operating performance across many of the funds’ underlying properties and higher values on real estate investments realized during the quarter ended March 31, 2016.

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Expenses

Compensation and benefits increased by $2.1 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was primarily attributable to an increase in salary, bonus and benefits of $1.7 million as a result of a higher headcount during the three months ended March 31, 2016 as compared to the three months ended March 31, 2015.

Included in profit sharing expense is $1.7 million and $0.2 million related to the Incentive Pool for the three months ended March 31, 2016 and 2015, respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular quarter. 

Other expenses increased by $1.5 million during the three months ended March 31, 2016, as compared to the three months ended March 31, 2015, primarily attributable to an increase in new fund organizational expenses incurred during the three months ended March 31, 2016, as compared to the three months ended March 31, 2015.

Other Income (Loss)

Income from equity method investments increased by $0.6 million for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This change was driven by an increase in the income from Apollo’s equity ownership interest in U.S. RE Fund I of $0.5 million during the three months ended March 31, 2016, as compared to the three months ended March 31, 2015.

Other loss, net was $0.0 million for the three months ended March 31, 2016, compared to other income of $0.4 million for the three months ended March 31, 2015. The decrease of $0.5 million was primarily driven by foreign exchange losses of $0.1 million during the three months ended March 31, 2016, compared to foreign exchange gains of $0.3 million during the three months ended March 31, 2015.

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Summary of Combined Results

The following table combines our management and incentive businesses’ statements of operations information and EI for the three months ended March 31, 2016 and 2015, respectively.

	For the Three Months Ended March 31,
	2016			2015
	(in thousands)
Management Business:
Advisory and transaction fees from affiliates, net	$	7,999		$	9,543
Management fees from affiliates	230,933			224,713
Carried interest income from affiliates	8,917			10,774
Total Management Business Revenues	247,849			245,030
Salary, bonus and benefits	92,370			87,552
Equity-based compensation	16,720			15,831
Other expenses	54,062			51,934
Total Management Business Expenses	163,152			155,317
Other income (loss), net	(228		)	4,692
Non-Controlling Interests	(2,385		)	(2,846		)
Management Business Economic Income	$	82,084		$	91,559
Incentive Business:
Carried interest income (loss) from affiliates:
Unrealized losses(1)	$	(170,891	)	$	(66,905	)
Realized gains	41,006			124,724
Total Carried Interest Income (Loss)	(129,885		)	57,819
Profit sharing expense:
Unrealized profit sharing expense	(67,682		)	(8,757		)
Realized profit sharing expense	34,189			49,589
Total Profit Sharing Expense	(33,493		)	40,832
Other Loss:
Net interest expense	(6,891		)	(6,692		)
Other loss, net	(333		)	(348		)
Net gains (losses) from investment activities	(56,499		)	1,761
Loss from equity method investments	(3,859		)	(1,198		)
Total Other Loss	(67,582		)	(6,477		)
Incentive Business Economic Income (Loss)	$	(163,974	)	$	10,510
Economic Income (Loss)	(81,890		)	102,069
Income tax (provision) benefit on Economic Income	8,926			(8,520		)
Economic Net Income (Loss)	$	(72,964	)	$	93,549

(1) Included in unrealized carried interest losses from affiliates for the three months ended March 31, 2016 and 2015 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 12 to our condensed consolidated financial statements for further detail regarding the general partner obligation.

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Summary of Distributable Earnings

The following table is a summary of Distributable Earnings for the three months ended March 31, 2016 and 2015.

	For the Three Months Ended March 31,
	2016			2015
	(in thousands)
Management Business Economic Income	$	82,084		$	91,559
Less: Non-cash revenues(1)	(842		)	(2,784		)
Add back: Equity-based compensation	16,720			15,831
Add back: Depreciation, amortization and other	2,581			2,610
Management Business Distributable Earnings	$	100,543		$	107,216
Incentive Business Economic Income (Loss)	$	(163,974	)	$	10,510
Less: Non-cash carried interest income(2)	—			(29,900		)
Add back: Net unrealized carried interest loss	103,209			58,148
Less: Unrealized investment and other (income) loss(3)	64,977			45
Incentive Business Distributable Earnings	$	4,212		$	38,803
Distributable Earnings	$	104,755		$	146,019
Taxes and related payables(4)	(2,273		)	(2,110		)
Distributable Earnings After Taxes and Related Payables	$	102,482		$	143,909

(1) Includes monitoring fees paid by Athene to Apollo by delivery of common shares of Athene Holding and gains resulting from reductions of the tax receivable agreement liability due to changes in projected income estimates and estimated tax rates.

(2) Represents realized carried interest income settled by receipt of securities.

(3) Represents unrealized gains from our general partner investments in our funds and other investments.

(4) Represents the estimated current corporate, local and non-U.S. taxes as well as the payable under Apollo’s tax receivable agreement.

The following table is a reconciliation of Distributable Earnings per share of common and equivalents⁽¹⁾ to net distribution per share of common and equivalent for the three months ended March 31, 2016 and 2015.

	For the Three Months Ended March 31,
	2016			2015
	(in thousands, except per share data)
Distributable Earnings After Taxes and Related Payables	$	102,482		$	143,909
Add back: Tax and related payables attributable to common and equivalents	2			60
Distributable Earnings before certain payables(2)	102,484			143,969
Percent to common and equivalents	47		%	45		%
Distributable Earnings before other payables attributable to common and equivalents	48,085			65,282
Less: Tax and related payables attributable to common and equivalents	(2		)	(60		)
Distributable Earnings attributable to common and equivalents	$	48,083		$	65,222
Distributable Earnings per share of common and equivalent(3)	$	0.25		$	0.35
Retained capital per share of common and equivalent(3)(4)	—			(0.02		)
Net distribution per share of common and equivalent(3)	$	0.25		$	0.33

(1) Common and equivalents refers to Class A shares outstanding and RSUs that participate in distributions.

(2) Distributable earnings before certain payables represents Distributable Earnings before the deduction for the estimated current corporate taxes and the payable under Apollo’s tax receivable agreement.

(3) Per share calculations are based on end of period total Class A shares outstanding and RSUs that participate in distributions.

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(4) Retained capital is withheld pro-rata from common and equivalent holders and AOG unitholders.

Summary of Non-U.S. GAAP Measures

The table below sets forth a reconciliation of our non-U.S. GAAP performance measures to net income attributable to Apollo Global Management, LLC for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016			2015
	(in thousands)
Net Income (Loss) Attributable to Apollo Global Management, LLC	$	(32,828	)	$	30,927
Net income attributable to Non-Controlling Interests in consolidated entities and Appropriated Partners’ Capital	2,035			2,559
Net income (loss) attributable to Non-Controlling Interests in the Apollo Operating Group	(43,768		)	48,012
Net Income (Loss)	$	(74,561	)	$	81,498
Income tax provision (benefit)	(5,147		)	5,514
Income (Loss) Before Income Tax Provision (Benefit)	$	(79,708	)	$	87,012
Transaction-related charges and equity-based compensation	(147		)	17,616
Net income attributable to Non-Controlling Interests in consolidated entities	(2,035		)	(2,559		)
Economic Income (Loss)	$	(81,890	)	$	102,069
Income tax (provision) benefit on Economic Income (Loss)	8,926			(8,520		)
Economic Net Income (Loss)	$	(72,964	)	$	93,549
Income tax provision (benefit) on Economic Income (Loss)	(8,926		)	8,520
Carried interest (income) loss from affiliates	129,885			(57,819		)
Profit sharing expense	(33,493		)	40,832
Other loss	67,582			6,477
Equity-based compensation(1)	16,720			15,831
Depreciation and amortization(2)	2,581			2,610
Fee-Related EBITDA	$	101,385		$	110,000
Net realized carried interest income	6,817			75,135
Fee-Related EBITDA + 100% of Net Realized Carried Interest	$	108,202		$	185,135
Realized investment and other income	(2,605		)	(6,432		)
Non-cash revenues	(842		)	(32,684		)
Distributable Earnings	$	104,755		$	146,019
Taxes and related payables	(2,273		)	(2,110		)
Distributable Earnings After Taxes and Related Payables	$	102,482		$	143,909

(1) Includes RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options.

(2) Includes amortization of leasehold improvements.

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Liquidity and Capital Resources

Historical

Although we have managed our historical liquidity needs by looking at deconsolidated cash flows, our historical condensed consolidated statements of cash flows reflects the cash flows of Apollo, as well as those of the consolidated Apollo funds.

The primary cash flow activities of Apollo are:

• Generating cash flow from operations;

• Making investments in Apollo funds;

• Meeting financing needs through credit agreements; and

• Distributing cash flow to equity holders and Non-Controlling Interests.

Primary cash flow activities of the consolidated Apollo funds and VIEs are:

• Raising capital from their investors, which have been reflected historically as Non-Controlling Interests of the consolidated subsidiaries in our financial statements;

• Using capital to make investments;

• Generating cash flow from operations through distributions, interest and the realization of investments;

• Distributing cash flow to investors; and

• Issuing debt to finance investments (CLOs).

While primarily met by cash flows generated through fee income and carried interest income received, working capital needs have also been met (to a limited extent) through borrowings as described in note 9 to the condensed consolidated financial statements.

We determine whether to make capital commitments to our funds in excess of our minimum required amounts based on a variety of factors, including estimates regarding our liquidity resources over the estimated time period during which commitments will have to be funded, estimates regarding the amounts of capital that may be appropriate for other funds that we are in the process of raising or are considering raising, and our general working capital requirements.

Cash Flows

Significant amounts from our condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015 are summarized and discussed within the table and corresponding commentary below:

	For the Three Months Ended March 31,
	2016			2015
	(in thousands)
Operating Activities	$	124,194		$	102,003
Investing Activities	(56,999		)	(41,853		)
Financing Activities	(135,114		)	(335,957		)
Net Decrease in Cash and Cash Equivalents	$	(67,919	)	$	(275,807	)

Operating Activities

Our net cash provided by operating activities was $124.2 million and $102.0 million during the three months ended March 31, 2016 and 2015, respectively. These amounts were primarily driven by:

• net income (loss) of ($74.6) million and $81.5 million during the three months ended March 31, 2016 and 2015, respectively, as well as non-cash adjustments of $81.1 million and $32.7 million, respectively;

• a net decrease in our carried interest receivable of $153.5 million and $1.1 million during the three months ended March 31, 2016 and 2015, respectively, due to a change in the fair value of our funds that generate carried interest of ($116.2)

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million and $92.1 million during the three months ended March 31, 2016 and 2015, respectively, offset by fund distributions to the Company (net of non-cash settlements) of $37.3 million and $107.6 million during three months ended March 31, 2016 and 2015, respectively;

• purchases of investments held by consolidated VIEs in the amount of $119.0 million and $168.1 million, offset by proceeds from sales of investments held by consolidated VIEs in the amount of $117.7 million and $78.8 million during the three months ended March 31, 2016 and 2015, respectively; and

• a net increase (decrease) in our profit sharing payable of ($32.7) million and $25.7 million during the three months ended March 31, 2016 and 2015, respectively, due to profit sharing expense (inclusive of the return of profit sharing distributions from employees, former employees and Contributing Partners that would be due if certain funds were liquidated) of ($24.0) million and $51.7 million during the three months ended March 31, 2016 and 2015, respectively, offset by payments of $14.2 million and $23.2 million during the three months ended March 31, 2016 and 2015, respectively.

Investing Activities

Our net cash used in investing activities was $57.0 million and $41.9 million during the three months ended March 31, 2016 and 2015, respectively. These amounts were primarily driven by:

• net cash contributions from our equity method investments of $32.2 million and $29.1 million during the three months ended March 31, 2016 and 2015, respectively; and

• purchases of investments in the amount of $24.6 million during the three months ended March 31, 2016.

Financing Activities

Our net cash used in financing activities was $135.1 million and $336.0 million during the three months ended March 31, 2016 and 2015, respectively. These amounts were primarily driven by:

• cash distributions paid to our Class A shareholders of $53.6 million and $144.4 million during the three months ended March 31, 2016 and 2015, respectively;

• cash distributions paid to the Non-Controlling Interest holders in the Apollo Operating Group of $60.5 million and $191.3 million during the three months ended March 31, 2016 and 2015, respectively;

• purchases of Class A shares of $12.9 million during the three months ended March 31, 2016;

• net distributions related to deliveries of Class A shares for RSUs of $22.0 million during the three months ended March 31, 2016; and

• issuance of debt of $18.4 million during the three months ended March 31, 2016.

Distributions

In addition to other distributions such as payments pursuant to the tax receivable agreement, see note 12 to the condensed consolidated financial statements for information regarding the quarterly distributions which were made at the sole discretion of the Company’s manager during 2016 and 2015.

Future Cash Flows

Our ability to execute our business strategy, particularly our ability to increase our AUM, depends on our ability to establish new funds and to raise additional investor capital within such funds. Our liquidity will depend on a number of factors, such as our ability to project our financial performance, which is highly dependent on our funds and our ability to manage our projected costs, fund performance, our access to credit facilities, our being in compliance with existing credit agreements, as well as industry and market trends. Also during economic downturns the funds we manage might experience cash flow issues or liquidate entirely. In these situations we might be asked to reduce or eliminate the management fee and incentive fees we charge, which could adversely impact our cash flow in the future.

An increase in the fair value of our funds’ investments, by contrast, could favorably impact our liquidity through higher management fees where the management fees are calculated based on the net asset value, gross assets and adjusted assets. Additionally, higher carried interest income not yet realized would generally result when investments appreciate over their cost basis which would not have an impact on the Company’s cash flow.

As of March 31, 2016, Fund VII’s and Fund VI’s remaining investments and escrow cash were valued at 102% and 89% of the fund’s unreturned capital, respectively, which was below the required escrow ratio of 115%. As a result, these funds are required to place in escrow current and future carried interest income distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation.

On April 20, 2010, the Company announced that it entered into a strategic relationship agreement with CalPERS. The strategic relationship agreement provides that Apollo will reduce fees charged to CalPERS on funds it manages, or in the future

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will manage, solely for CalPERS by $125 million over a five-year period or as close a period as required to provide CalPERS with that benefit. The agreement further provides that Apollo will not use a placement agent in connection with securing any future capital commitments from CalPERS. As of March 31, 2016, the Company had reduced fees charged to CalPERS on the funds it manages by approximately $101.6 million. Based on the Company’s current estimates, the reduction of fees will extend until 2017 in order for CalPERS to receive the full benefit of this arrangement.

Although we expect to pay distributions according to our distribution policy, we may not pay distributions according to our policy, or at all, if, among other things, we do not have the cash necessary to pay the intended distributions. To the extent we do not have cash on hand sufficient to pay distributions, we may have to borrow funds to pay distributions, or we may determine not to pay distributions. The declaration, payment and determination of the amount of our quarterly distributions are at the sole discretion of our manager.

In February 2016, Apollo adopted a program to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through a reduction of Class A shares to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Equity Plan”), which we refer to as net share settlement.  Under the share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. During the quarter ended March 31, 2016, the Company repurchased and canceled 0.9 million Class A shares for $12.9 million and, in connection with net share settlements, reduced Class A shares to be issued to employees under the Plan by 1.6 million Class A shares resulting in a payment by the Company of $22.0 million to satisfy the applicable withholding obligation. See note 11 to the condensed consolidated financial statements for further information regarding the Company’s net share settlement during the three months ended March 31, 2016.

On March 11, 2016, it was announced that a subsidiary of Apollo Global Management, LLC intended to embark on a program to purchase $50 million of Apollo Investment Corporation’s common stock, subject to certain regulatory approvals. Under the program, shares may be purchased from time to time in open market transactions and in accordance with applicable law. As of March 31, 2016, Apollo Global Management, LLC has purchased 550 thousand shares, or approximately $3.1 million.

Carried interest income from our funds can be distributed to us on a current basis, but is subject to repayment by the subsidiaries of the Apollo Operating Group that act as general partner of such funds in the event that certain specified return thresholds are not ultimately achieved. The Managing Partners, Contributing Partners and certain other investment professionals have personally guaranteed, to the extent of their ownership interest, subject to certain limitations, the obligations of these subsidiaries in respect of this general partner obligation. Such guarantees are several and not joint and are limited to a particular Managing Partner’s or Contributing Partner’s distributions. Pursuant to the shareholders agreement dated July 13, 2007, as amended (the “Shareholders Agreement”), we agreed to indemnify each of our Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of Fund IV, Fund V and Fund VI (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that our Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group.

Accordingly, in the event that our Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation to return previously distributed carried interest income with respect to Fund IV, Fund V and Fund VI, we will be obligated to reimburse our Managing Partners and certain Contributing Partners for the indemnifiable percentage of amounts that they are required to pay even though we did not receive the distribution to which that general partner obligation related.

On March 11, 2016, the maturity date of both the Term Facility and the Revolver Facility were extended by two years and as a result, the maturity date is now January 18, 2021. The extension was determined to be a modification of the 2013 AMH Credit Facilities in accordance with U.S. GAAP. See note 9 to the condensed consolidated financial statements for further information regarding the Company’s debt arrangements.

On May 5, 2016, the Company declared a cash distribution of $0.25 per Class A share, which will be paid on May 31, 2016 to holders of record on May 20, 2016.

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Athene

Athene Holding is the ultimate parent of various insurance company operating subsidiaries. Through its subsidiaries, Athene Holding provides insurance products focused primarily on the retirement market and its business centers primarily on issuing or reinsuring fixed indexed annuities.

Apollo, through its consolidated subsidiary, Athene Asset Management, provides asset management services to Athene, including asset allocation services, direct asset management services, risk management, asset and liability matching management, mergers and acquisitions asset diligence hedging and other asset management services and receives a gross management fee of 0.40% per annum on all AUM in the Athene Accounts with certain limited exceptions. As of March 31, 2016, Athene Asset Management had totaled $60.4 billion of total AUM in the Athene Accounts. Another subsidiary of the Company provides investment advisory services to Athene Germany and receives a gross fee of 0.10% per annum on the assets with respect to which it advises. As of March 31, 2016, the AUM related to Athene Germany totaled $5.4 billion.

The Company provides sub-advisory services with respect to a portion of the assets in the Athene Accounts. In addition from time to time, Athene also invests in funds and investment vehicles that Apollo manages. The Company broadly refers to “Athene Sub-Advised” assets under management as those assets in the Athene Accounts which the Company explicitly sub-advises as well as those assets in the Athene Accounts which are invested directly in funds and investment vehicles Apollo manages (“Athene Assets Directly Invested”). As of March 31, 2016, the Athene Sub-Advised AUM totaled $13.9 billion, of which $2.7 billion was Athene Assets Directly Invested.

With respect to assets in the Athene Accounts which the Company explicitly sub-advises, the Company earns up to 0.40% per annum on assets up to $10 billion and 0.35% per annum on all such assets in excess of $10 billion, with certain limited exceptions. These fees are in addition to the gross management fee of 0.40% per annum paid to Athene Asset Management. A majority of the assets in the Athene Accounts which the Company explicitly sub-advises are in accounts that invest in high-grade credit asset classes, such as CLO debt, commercial mortgage backed securities and insurance-linked securities.

With respect to Athene Assets Directly Invested, Apollo receives management fees and carried interest, if applicable, directly from the relevant funds under the investment management agreements and other governing documents of such funds. Fees paid to the Company related to such fund investments vary from 0% per annum to 1.75% per annum with respect to management fees and 0% to 20% with respect to carried interest. These fees are in addition to the gross management fee of 0.40% per annum paid to Athene Asset Management.

The Company refers to the portion of the Athene Asset Management AUM that is not Athene Sub-Advised Assets as “Athene Non-Sub-Advised” AUM. Athene Asset Management and other Apollo subsidiaries incur all expenses associated with their provision of services to Athene.

In connection with the Athene Private Placement, Athene Holding amended its registration rights agreement to provide (i) investors who are party to such agreement, including AAA Investments, the potential opportunity for liquidity on their shares of Athene Holding through sales in registered public offerings over a 15 month period beginning on the date of Athene Holding’s initial public offering (the “Athene IPO”) and (ii) Athene Holding the right to cause certain investors who are party to the registration rights agreement to include in such offerings a certain percentage of their common shares of Athene Holding subject to the terms and conditions set forth in the agreement. However, pursuant to the registration rights agreement, any shares of Athene Holding held by Apollo will not be subject to such arrangements and instead will be subject to a lock-up period of two years following the effective date of the registration statement relating to the Athene IPO, but Athene Holding will not have the right to cause any shares owned by Apollo to be included in the Athene IPO or any follow-on offering.

As part of its ongoing financial integration of Aviva USA, Athene identified material weaknesses in its internal controls over financial reporting for its U.S. GAAP and statutory financials as of December 31, 2013. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. If Athene fails to maintain effective internal control over financial reporting, it may not be able to accurately report its financial results. Athene no longer considers these deficiencies material weaknesses and currently assesses them as significant deficiencies.

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Distributions to Managing Partners and Contributing Partners

The three Managing Partners who became employees of Apollo on July 13, 2007 each receive a $100,000 base salary. Additionally, our Managing Partners can receive other forms of compensation. Any additional consideration will be paid to them in their proportional ownership interest in Holdings. Additionally, as a result of the tax receivable agreement, 85% of any tax savings APO Corp. recognizes will be paid to the Managing Partners.

Subsequent to the 2007 Reorganization, the Contributing Partners retained ownership interests in subsidiaries of the Apollo Operating Group. Therefore, any distributions that flow up to management or general partner entities in which the Contributing Partners retained ownership interests are shared pro rata with the Contributing Partners who have a direct interest in such entities prior to flowing up to the Apollo Operating Group. These distributions are considered compensation expense.

The Contributing Partners are entitled to receive the following:

• Profit sharing related to private equity carried interest income, from direct ownership of advisory entities. Any changes in fair value of the underlying fund investments would result in changes to Apollo Global Management, LLC’s profit sharing payable;

• Additional consideration based on their proportional ownership interest in Holdings; and

• As a result of the tax receivable agreement, 85% of any tax savings APO Corp. recognizes will be paid to the Contributing Partners.

Potential Future Costs

We may make grants of RSUs or other equity-based awards to employees and independent directors that we appoint in the future.

Critical Accounting Policies

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in note 2 to our condensed consolidated financial statements. The following is a summary of our accounting policies that are affected most by judgments, estimates and assumptions.

Consolidation

The types of entities with which Apollo is involved generally include subsidiaries (e.g., general partners and management companies related to the funds the Company manages), entities that have all the attributes of an investment company (e.g., funds) and securitization vehicles (e.g., collateralized loan obligations). Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.

Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company doesn’t hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. Apollo factors in all economic interests including proportionate interests through related parties, to determine if fees are to be considered a variable interest. As Apollo’s interests in many of these entities are solely through carried interests, performance fees, and/or insignificant indirect interests through related parties, Apollo is generally not considered to have a variable interest in many of these entities under the guidance and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a variable interest entity.

The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of Apollo’s funds may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.

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Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest. Apollo does not consolidate those VOEs in which substantive kick-out rights have been granted to the unaffiliated investors to either dissolve the fund or remove the general partner.

 Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE. When Apollo alone is not considered to have a controlling financial interest in the VIE, Apollo will still be deemed to be the primary beneficiary if it is the party within the related party group that is most closely associated with the VIE. When Apollo and its related parties not under common control in the aggregate have a controlling financial interest in a VIE, then Apollo is deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo.

Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, affiliates of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.

The assessment of whether an entity is a VIE and the determination of whether Apollo should consolidate such VIE requires judgment by our management. Those judgments include, but are not limited to: (i) determining whether the total equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (ii) evaluating whether the holders of equity investment at risk, as a group, can make decisions that have a significant effect on the success of the entity, (iii) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive the expected residual returns from an entity and (iv) evaluating the nature of the relationship and activities of those related parties with shared power or under common control for purposes of determining which party within the related-party group is most closely associated with the VIE. Judgments are also made in determining whether a member in the equity group has a controlling financial interest including power to direct activities that most significantly impact the VIEs’ economic performance and rights to receive benefits or obligations to absorb losses that could be potentially significant to the VIE. This analysis includes interests through related parties.

Revenue Recognition

Carried Interest Income (Loss) from Affiliates. We earn carried interest income from our funds as a result of such funds achieving specified performance criteria. Such carried interest income generally is earned based upon a fixed percentage of realized and unrealized gains of various funds after meeting any applicable hurdle rate or threshold minimum. Carried interest income from certain of the funds that we manage is subject to contingent repayment and is generally paid to us as particular investments made by the funds are realized. If, however, upon liquidation of a fund, the aggregate amount paid to us as carried interest exceeds the amount actually due to us based upon the aggregate performance of the fund, the excess (in certain cases net of taxes) is required to be returned by us to that fund. For a majority of our credit funds, once the annual carried interest income has been determined, there generally is no look-back to prior periods for a potential contingent repayment, however, carried interest income on certain other credit funds can be subject to contingent repayment at the end of the life of the fund. We have elected to adopt Method 2 from U.S. GAAP guidance applicable to accounting for management fees based on a formula, and under this method, we accrue carried interest income quarterly based on fair value of the underlying investments and separately assess if contingent repayment is necessary. The determination of carried interest income and contingent repayment considers both the terms of the respective partnership agreements and the current fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used. See “Investments, at Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments in our private equity, credit and real estate funds.

Management Fees from Affiliates. The management fees related to our private equity funds are generally based on a fixed percentage of the committed capital or invested capital. The corresponding fee calculations that consider committed capital or invested capital are both objective in nature and therefore do not require the use of significant estimates or assumptions. Management fees related to our credit funds, by contrast, can be based on net asset value, gross assets, adjusted cost of all unrealized portfolio investments, capital commitments, adjusted assets, capital contributions, or stockholders’ equity all as defined in the respective partnership agreements. The credit management fee calculations that consider net asset value, gross assets, adjusted cost of all unrealized portfolio investments and adjusted assets are normally based on the terms of the respective partnership agreements and the current fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used. The management fees related to our real estate funds are generally based on a specific percentage of the funds’ stockholders’ equity or committed or net invested capital or the capital accounts of the limited partners. See “Investments, at Fair

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Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments in our private equity, credit and real estate funds.

Investments, at Fair Value

On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles managed by Apollo, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

Private Equity Investments. The majority of the illiquid investments within our private equity funds are valued using the market approach, which provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry.

Market Approach. The market approach is driven by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to any of the following factors: (1) the subject company’s historical and projected financial data; (2) valuations given to comparable companies; (3) the size and scope of the subject company’s operations; (4) the subject company’s individual strengths and weaknesses; (5) expectations relating to the market’s receptivity to an offering of the subject company’s securities; (6) applicable restrictions on transfer; (7) industry and market information; (8) general economic and market conditions; and (9) other factors deemed relevant. Market approach valuation models typically employ a multiple that is based on one or more of the factors described above. Sources for gaining additional knowledge related to comparable companies include public filings, annual reports, analyst research reports, and press releases. Once a comparable company set is determined, we review certain aspects of the subject company’s performance and determine how its performance compares to the group and to certain individuals in the group. We compare certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios and growth opportunities. In addition, we compare our entry multiple and its relation to the comparable set at the time of acquisition to understand its relation to the comparable set on each measurement date.

Income Approach. For investments where the market approach does not provide adequate fair value information, we rely on the income approach. The income approach is also used to value investments or validate the market approach within our private equity funds. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology for the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are significant assumptions related to the subject company’s expected results and a calculated discount rate, which is normally based on the subject company’s weighted average cost of capital, or “WACC.” The WACC represents the required rate of return on total capitalization, which is comprised of a required rate of return on equity, plus the current tax-effected rate of return on debt, weighted by the relative percentages of equity and debt that are typical in the industry. The most critical step in determining the appropriate WACC for each subject company is to select companies that are comparable in nature to the subject company and the credit quality of the subject company. Sources for gaining additional knowledge about the comparable companies include public filings, annual reports, analyst research reports, and press releases. The general formula then used for calculating the WACC considers the after-tax rate of return on debt capital and the rate of return on common equity capital, which further considers the risk-free rate of return, market beta, market risk premium and small stock premium, if applicable. The variables used in the WACC formula are inferred from the comparable market data obtained. The Company evaluates the comparable companies selected and concludes on WACC inputs based on the most comparable company or analyzes the range of data for the investment.

The value of liquid investments, where the primary market is an exchange (whether foreign or domestic), is determined using period end market prices. Such prices are generally based on the close price on the date of determination.

Credit Investments. The majority of investments in Apollo’s credit funds are valued based on quoted market prices and valuation models.

Quoted market prices are valued based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments.  Apollo designates certain brokers to value specific securities.  In order to determine the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter

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of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service.  When broker quotes are not available, we use pricing service quotes or other sources to mark a position. When relying on a pricing service as a primary source, (i) Apollo analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population and (iii) validates the valuation levels with Apollo’s pricing team and traders.

Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach is used to determine fair value. When determining fair value when no observable market value exists, the value attributed to an investment is based on 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. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

The credit funds also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap and credit default swap contracts are recorded at fair value as an asset or liability, with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.

Real Estate Investments. For the CMBS portfolio of Apollo’s funds, the estimated fair value of the CMBS portfolio is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs. The Company evaluates its loans for possible impairment on a quarterly basis. For Apollo’s real estate funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers, and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.

The fair values of the investments in our private equity, credit and real estate funds can be impacted by changes to the assumptions used in the underlying valuation models. For further discussion on the impact of changes to valuation assumptions see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Sensitivity” in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 29, 2016. There have been no material changes to the underlying valuation models during the periods that our financial results are presented.

Fair Value of Financial Instruments

Except for the Company’s debt obligations (each as defined in note 9 to our condensed consolidated financial statements), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying values approximate fair value. See “—Investments, at Fair Value” above. While Apollo’s valuations of portfolio investments are based on assumptions that Apollo believes are reasonable under the circumstances, the actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based. Financial instruments’ carrying values generally approximate fair value because of the short-term nature of those instruments or variable interest rates related to the borrowings.

Profit Sharing Expense. Profit sharing expense is primarily a result of agreements with our Contributing Partners and employees to compensate them based on the ownership interest they have in the general partners of the Apollo funds. Therefore, changes in the fair value of the underlying investments in the funds we manage and advise affect profit sharing expense. The Contributing Partners and employees are allocated approximately 30% to 50% of the total carried interest income which is driven primarily by changes in fair value of the underlying fund’s investments and is treated as compensation expense. Additionally, profit sharing expenses paid may be subject to clawback from employees, former employees and Contributing Partners to the extent not indemnified.

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Changes in the fair value of the contingent obligations that were recognized in connection with certain Apollo acquisitions are reflected in the Company’s condensed consolidated statements of operations as profit sharing expense.

The Company has adopted a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement, which we refer to herein as the “Incentive Pool,” enables certain partners and employees to earn discretionary compensation based on carried interest realizations earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements. The Company adopted the Incentive Pool to attract and retain, and provide incentive to, partners and employees of the Company and to more closely align the overall compensation of partners and employees with the overall realized performance of the Company. Allocations to the Incentive Pool and to its participants contain both a fixed and a discretionary component and may vary year-to-year depending on the overall realized performance of the Company and the contributions and performance of each participant. There is no assurance that the Company will continue to compensate individuals through performance-based incentive arrangements in the future and there may be periods when the executive committee of the Company’s manager determines that allocations of realized carried interest income are not sufficient to compensate individuals, which may result in an increase in salary, bonus and benefits.

Equity-Based Compensation. Equity-based compensation is accounted for in accordance with U.S. GAAP, which requires that the cost of employee services received in exchange for an award is generally measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are recognized over the relevant service period. Further, as required under U.S. GAAP, the Company estimates forfeitures using industry comparables or historical trends for equity-based awards that are not expected to vest. Apollo’s equity-based awards consist of, or provide rights with respect to, AOG Units, RSUs, share options, restricted shares, AHL Awards and other equity-based compensation awards. For more information regarding Apollo’s equity-based compensation awards, see note 11 to our condensed consolidated financial statements. The Company’s assumptions made to determine the fair value on grant date and the estimated forfeiture rate are embodied in the calculations of compensation expense.

A significant part of our compensation expense is derived from amortization of RSUs. The fair value of all RSU grants after March 29, 2011 is based on the grant date fair value, which considers the public share price of the Company. RSUs are comprised of Plan Grants, which generally do not pay distributions until vested and, for grants made after 2011, the underlying shares are generally issued by March 15^th after the year in which they vest, and Bonus Grants, which pay distributions on both vested and unvested grants and are generally issued after vesting on an approximate two-month lag. For Plan Grants, the grant date fair value is based on the public share price of the Company, and is discounted for transfer restrictions and lack of distributions until vested. For Bonus Grants, the grant date fair value is based on the public share price of the Company, and is discounted for transfer restrictions.

We utilize the present value of a growing annuity formula to calculate a discount for the lack of pre-vesting distributions on Plan Grant RSUs. There were no Plan Grants or Bonus Grants awarded during the three months ended March 31, 2016.

We utilize the Finnerty Model to calculate a marketability discount on the Plan Grant and Bonus Grant RSUs to account for the lag between vesting and issuance. The Finnerty Model provides for a valuation discount reflecting the holding period restriction embedded in a restricted security preventing its sale over a certain period of time.

The Finnerty Model proposes to estimate a discount for lack of marketability such as transfer restrictions by using an option pricing theory. This model has gained recognition through its ability to address the magnitude of the discount by considering the volatility of a company’s stock price and the length of restriction. The concept underpinning the Finnerty Model is that a restricted security cannot be sold over a certain period of time. Further simplified, a restricted share of equity in a company can be viewed as having forfeited a put on the average price of the marketable equity over the restriction period (also known as an “Asian Put Option”). If we price an Asian Put Option and compare this value to that of the assumed fully marketable underlying security, we can effectively estimate the marketability discount.

The inputs utilized in the Finnerty Model are (i) length of holding period, (ii) volatility and (iii) distribution yield. There were no Plan Grants or Bonus Grants awarded during the three months ended March 31, 2016.

After the grant date fair value is determined, an estimated forfeiture rate is applied. The estimated fair value was determined and recognized over the vesting period on a straight-line basis. A 4.0% forfeiture rate is estimated for RSUs, based on the Company’s historical attrition rate as well as industry comparable rates. If employees are no longer associated with Apollo or if there is no turnover, we will revise our estimated compensation expense to the actual amount of expense based on the RSUs vested at the reporting date in accordance with U.S. GAAP.

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Fair Value Measurements

See note 5 to our condensed consolidated financial statements for a discussion of the Company’s fair value measurements.

Recent Accounting Pronouncements

A list of recent accounting pronouncements that are relevant to Apollo and its industry is included in note 2 to our condensed consolidated financial statements.

Off-Balance Sheet Arrangements

In the normal course of business, we engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications and potential contingent repayment obligations. See note 13 to our condensed consolidated financial statements for a discussion of guarantees and contingent obligations.

Contractual Obligations, Commitments and Contingencies

As of March 31, 2016, the Company’s material contractual obligations consisted of lease obligations, contractual commitments as part of the ongoing operations of the funds and debt obligations. Fixed and determinable payments due in connection with these obligations are as follows:

	Remaining 2016		2017		2018		2019		2020		Thereafter		Total
	(in thousands)
Operating lease obligations(1)	$	28,476	$	35,834	$	31,371	$	30,635	$	14,087	$	10,713	$	151,116
Other long-term obligations(2)	16,329		5,493		5,040		2,461		132		—		29,455
2013 AMH Credit Facilities - Term Facility(3)	6,615		8,820		8,820		8,820		8,820		500,441		542,336
2013 AMH Credit Facilities - Revolver Facility(4)	469		625		625		625		625		8		2,977
2024 Senior Notes (5)	15,000		20,000		20,000		20,000		20,000		568,333		663,333
2014 AMI Term Facility I	229		305		305		15,396		—		—		16,235
2014 AMI Term Facility II	232		309		309		17,931		—		—		18,781
2016 AMI Term Facility	253		338		338		338		338		19,326		20,931
Obligations as of March 31, 2016	$	67,603	$	71,724	$	66,808	$	96,206	$	44,002	$	1,098,821	$	1,445,164

(1) The Company has entered into sublease agreements and is expected to contractually receive approximately $2.8 million over the life of the agreements.

(2) Includes (i) payments on management service agreements related to certain assets and (ii) payments with respect to certain consulting agreements entered into by the Company. Note that a significant portion of these costs are reimbursable by funds.

(3) $500 million of the outstanding Term Facility matures in January 2021. The interest rate on the $500 million Term Facility as of March 31, 2016 was 1.76%. See note 9 of the condensed consolidated financial statements for further discussion of the 2013 AMH Credit Facilities.

(4) The commitment fee as of March 31, 2016 on the $500 million undrawn Revolver Facility was 0.125%. See note 9 of the condensed consolidated financial statements for further discussion of the 2013 AMH Credit Facilities.

(5) $500 million of the 2024 Senior Notes matures in May 2024. The interest rate on the 2024 Senior Notes as of March 31, 2016 was 4.00%. See note 9 of the condensed consolidated financial statements for further discussion of the 2024 Senior Notes.

Note: Due to the fact that the timing of certain amounts to be paid cannot be determined or for other reasons discussed below, the following contractual commitments have not been presented in the table above.

(i) As noted previously, we have entered into a tax receivable agreement with our Managing Partners and Contributing Partners which requires us to pay to our Managing Partners and Contributing Partners 85% of any tax savings received by APO Corp. from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.

(ii) Debt amounts related to the consolidated VIEs are not presented in the table above as the Company is not a guarantor of these non-recourse liabilities.

(iii) In connection with the Stone Tower and Gulf Stream acquisitions, the Company agreed to pay the former owners of Stone Tower and Gulf Stream a specified percentage of any future carried interest income earned from certain of the Stone Tower and Gulf Stream funds, CLOs and strategic investment accounts. This contingent consideration liability is remeasured to fair value at each reporting period until the obligations are satisfied. See note 13 to the condensed consolidated financial statements for further information regarding the contingent consideration liability.

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Commitments

Certain of our management companies and general partners are committed to contribute to the funds we manage and certain affiliates. While a small percentage of these amounts are funded by us, the majority of these amounts have historically been funded by our affiliates, including certain of our employees and certain Apollo funds. The table below presents the commitment and remaining commitment amounts of Apollo and its affiliates, the percentage of total fund commitments of Apollo and its affiliates, the commitment and remaining commitment amounts of Apollo only (excluding affiliates), and the percentage of total fund commitments of Apollo only (excluding affiliates) for each private equity, credit and real estate fund as of March 31, 2016 as follows ($ in millions):

Fund	Apollo and Affiliates Commitments		% of Total Fund Commitments		Apollo Only (Excluding Affiliates) Commitments		Apollo Only (Excluding Affiliates) % of  Total Fund Commitments		Apollo and Affiliates Remaining Commitments		Apollo Only (Excluding Affiliates) Remaining Commitments
Private Equity:
Fund IV	$	100.0	2.78	%	$	0.2	0.01	%	$	0.5	$	—
Fund V	100.0		2.67		0.5		0.01		6.3		—
Fund VI	246.3		2.43		6.1		0.06		9.7		0.2
Fund VII	467.2		3.18		178.0		1.21		80.9		29.6
Fund VIII	1,543.5		8.40		399.0		2.17		1,075.5		282.3
ANRP I	426.1		32.21		10.0		0.75		118.7		2.9
ANRP II	297.4		15.22		44.4		2.27		235.1		35.8
AION	151.5		18.34		50.0		6.05		106.9		35.0
Apollo Rose, L.P.	215.7		100.00		—		—		46.8		—
A.A Mortgage Opportunities, L.P.	440.0		87.44		—		—		106.4		—
Champ, L.P.	77.7		100.00		19.8		25.56		12.0		3.1
Apollo Royalties Management, LLC	100.0		100.00		—		—		3.2		—
Apollo Special Situations Fund, L.P.	7.5		2.91		7.5		2.91		7.5		7.5
Credit:
ACLF	23.9		2.43		23.9		2.43		1.2		1.2
COF I	449.2		30.26		29.7		2.00		237.1		4.2
COF II	30.5		1.93		23.4		1.48		0.8		0.6
COF III	358.1		10.45		83.1		2.43		73.3		17.3
EPF I(2)	305.7		20.74		20.1		1.37		50.3		4.7
EPF II(2)	411.3		12.25		63.1		1.88		128.1		22.1
AIE II(2)	7.4		3.15		4.6		1.94		—		—
AIE III(2)	10.2		2.91		10.2		2.91		5.9		5.9
Palmetto	18.0		1.19		18.0		1.19		10.9		10.9
AEC	7.3		2.50		3.2		1.08		2.5		1.1
AESI(2)	3.3		0.99		3.3		0.99		0.2		0.2
AESI II	2.8		0.99		2.8		0.99		1.2		1.2
ACSP	18.8		2.44		18.8		2.44		5.6		5.6
Apollo SK Strategic Investments, L.P.	2.0		0.99		2.0		0.99		0.4		0.4
Apollo Tactical Value SPN Investments, L.P.	20.0		1.96		20.0		1.96		15.4		15.4
Apollo Zeus Strategic Investments, L.P.	14.0		3.38		14.0		3.38		3.6		3.6
Apollo Lincoln Fixed Income Fund	2.5		0.99		2.5		0.99		0.4		0.4
Apollo Lincoln Private Credit Fund, L.P.	2.5		0.99		2.5		0.99		2.0		2.0
Stone Tower Structured Credit Recovery Master Fund II, Ltd.	7.8		7.47		—		—		—		—
Apollo Structured Credit Recovery Master Fund III, Ltd.	230.2		18.59		3.6		0.29		91.8		1.5
MidCap	1,223.6		74.94		79.9		4.89		—		—
AEOF	125.5		12.01		25.5		2.44		57.0		11.6
Apollo A-N Credit Fund, L.P.	5.0		1.96		5.0		1.96		—		—
Union Street Partners	4.3		1.96		4.3		1.96		2.6		2.6
FCI	95.3		17.05		—		—		56.2		—
FCI II	244.6		15.72		—		—		55.1		—
Apollo/Palmetto Loan Portfolio, L.P.	—		100.00		—		100.00		—		—
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.	300.0		100.00		—		—		—		—

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Apollo Hercules Partners, L.P.	7.5			2.44	7.5		2.44	5.8			5.8
Apollo Thunder Partners, L.P.	6.3			2.44	6.3		2.44	6.0			6.0
Apollo A-N Overflow Fund, L.P.	2.0			1.96	2.0		1.96	1.5			1.5
Apollo Moultrie Credit Fund, L.P.	400.0			100.00	—		—	350.0			—
APC	158.5			69.06	0.1		0.04	50.2			—
Real Estate:
U.S. RE Fund I	435.9		(1)	68.08	16.9		2.48	132.1		(1)	3.3
U.S. RE Fund II	323.8			82.04	7.4		1.89	210.9			4.9
CPI Capital Partners North America	7.6			1.27	2.1		0.35	0.6			0.2
CPI Capital Partners Europe(2)	6.2			0.47	—		—	0.5			—
CPI Capital Partners Asia Pacific	6.9			0.53	0.5		0.04	0.1			—
BEA/AGRE China Real Estate Fund, L.P.	0.1			1.03	0.1		1.03	—			—
Apollo-IC, L.P. (Shanghai Village)	0.8			100.00	0.8		100.00	0.4			0.4
AGRE Cobb West Investor, L.P.	22.1			86.41	0.1		0.39	2.0			—
AGRE Asia Co-Invest I Limited	15.6			100.00	—		—	1.3			—
CAI Strategic European Real Estate Ltd.(2)	16.5			92.13	—		—	3.1			—
London Prime Apartments Guernsey Holdings Limited (London Prime Apartments)(3)	25.4			7.80	0.8		0.23	6.2			0.2
2012 CMBS I Fund, L.P.	91.8			100.00	—		—	—			—
2012 CMBS II Fund, L.P.	96.6			100.00	—		—	—			—
Apollo USREF II (Williams Square Co-Invest) L.P.	25.0			28.90	—		—	4.1			—
Other:
Apollo SPN Investments I, L.P.	37.0			0.92	37.0		0.92	32.8			32.8
Total	$	9,782.3			$	1,260.6		$	3,418.7		$	564.0

(1) Figures for U.S. RE Fund I include base, additional, and co-investment commitments. A co-investment vehicle within U.S. RE Fund I is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.44 as of March 31, 2016.

(2) Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.14 as of March 31, 2016.

(3) Apollo’s commitment in these investments is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.44 as of March 31, 2016.

Apollo has an ongoing obligation to acquire additional common units of AAA in an amount equal to 25% of the aggregate after-tax cash distributions, if any, that are made by AAA to Apollo’s affiliates pursuant to the carried interest distribution rights that are applicable to investments made through AAA Investments. In addition, on April 30, 2015, Apollo entered into a revolving credit agreement with AAA Investments (the “AAA Investments Credit Agreement”). Under the terms of the AAA Investments Credit Agreement, the Company shall make available to AAA Investments one or more advances at the discretion of AAA Investments in the aggregate amount not to exceed a balance of $10.0 million at an applicable rate of LIBOR plus 1.5%. The Company receives an annual commitment fee of 0.125% on the unused portion of the loan. As of March 31, 2016, no advance on the AAA Investments Credit Agreement was made by the Company.

The 2013 AMH Credit Facilities and 2024 Senior Notes will have future impacts on our cash uses. See note 9 of our condensed consolidated financial statements for information regarding the Company’s debt arrangements.

In accordance with the Shareholders Agreement, we have indemnified the Managing Partners and certain Contributing Partners (at varying percentages) for any carried interest income distributed from Fund IV, Fund V and Fund VI that is subject to contingent repayment by the general partner. The Company recorded an indemnification liability of $3.9 million and $4.6 million, respectively, as of March 31, 2016 and December 31, 2015.

Contingent Obligations—Carried interest income in private equity and certain credit and real estate funds is subject to reversal in the event of future losses to the extent of the cumulative carried interest recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues recognized by Apollo through March 31, 2016 that would be reversed approximates $2.3 billion. Management views the possibility of all of the investments becoming worthless as remote. Carried interest income is affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable.

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Additionally, at the end of the life of certain funds that the Company manages, there could be a payment due to a fund by the Company if the Company as general partner has received more carried interest income than was ultimately earned. This general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund or as otherwise set forth in the respective limited partnership agreement or other governing document of the fund. As of March 31, 2016, the Company recorded a general partner obligation to return previously distributed carried interest income of $74.1 million. See note 12 to the condensed consolidated financial statements for further information regarding the general partner obligation.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our predominant exposure to market risk is related to our role as investment manager and general partner for our funds and the sensitivity to movements in the fair value of their investments and resulting impact on carried interest income and management fee revenues. Our direct investments in the funds also expose us to market risk whereby movements in the fair values of the underlying investments will increase or decrease both net gains (losses) from investment activities and income (loss) from equity method investments. For a discussion of the impact of market risk factors on our financial instruments see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Investments, at Fair Value.”

The fair value of our financial assets and liabilities of our funds may fluctuate in response to changes in the value of investments, foreign exchange, commodities and interest rates. The net effect of these fair value changes impacts the gains and losses from investments in our condensed consolidated statements of operations. However, the majority of these fair value changes are absorbed by the Non-Controlling Interests.

The Company is subject to a concentration risk related to the investors in its funds. Although there are more than 1,000 investors in Apollo’s active private equity, credit and real estate funds, no individual investor accounts for more than 10% of the total committed capital to Apollo’s active funds.

Risks are analyzed across funds from the “bottom up” and from the “top down” with a particular focus on asymmetric risk. We gather and analyze data, monitor investments and markets in detail, and constantly strive to better quantify, qualify and circumscribe relevant risks.

Each risk management process is subject to our overall risk tolerance and philosophy and our enterprise-wide risk management framework. This framework includes identifying, measuring and managing market, credit and operational risks at each segment, as well as at the fund and Company level.

Each segment runs its own investment and risk management process subject to our overall risk tolerance and philosophy:

• The investment process of our private equity funds involves a detailed analysis of potential acquisitions, and investment management teams assigned to monitor the strategic development, financing and capital deployment decisions of each portfolio investment.

• Our credit funds continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios, as well as, fund-wide risks.

At the direction of the Company’s manager, the Company has established a risk committee comprised of various members of senior management including the Company’s Chief Financial Officer, Chief Legal Officer, and the Company’s Chief Risk Officer. The risk committee is tasked with assisting the Company’s manager in monitoring and managing enterprise-wide risk. The risk committee generally meets on a monthly basis and reports to the executive committee of the Company’s manager at such times as the committee deems appropriate and at least on an annual basis.

On at least a monthly basis, the Company’s risk department provides a summary analysis of fund level market and credit risk to the portfolio managers of the Company’s funds and the heads of the various business segments. On a periodic basis, the Company’s risk department presents a consolidated summary analysis of fund level market and credit risk to the Company’s risk committee. In addition, the Company’s Chief Risk Officer reviews specific investments from the perspective of risk mitigation and discusses such analysis with the Company’s risk committee and/or the executive committee of the Company’s manager at such times as the Company’s Chief Risk Officer determines such discussions are warranted. On an annual basis, the Company’s Chief Risk Officer provides the executive committee of the Company’s manager with a comprehensive overview of risk management along with an update on current and future risk initiatives.

Impact onManagement Fees—Our management fees are based on one of the following:

• capital commitments to an Apollo fund;

• capital invested in an Apollo fund;

• the gross, net or adjusted asset value of an Apollo fund, as defined; or

• as otherwise defined in the respective agreements.

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Management fees could be impacted by changes in market risk factors and management could consider an investment permanently impaired as a result of (i) such market risk factors causing changes in invested capital or in market values to below cost, in the case of our private equity funds and certain credit funds or (ii) such market risk factors causing changes in gross or net asset value, for the credit funds. The proportion of our management fees that are based on NAV is dependent on the number and types of our funds in existence and the current stage of each fund’s life cycle.

Impact on Advisory and Transaction Fees—We earn transaction fees relating to the negotiation of private equity, credit and real estate transactions and may obtain reimbursement for certain out-of-pocket expenses incurred. Subsequently, on a quarterly or annual basis, ongoing advisory fees, and additional transaction fees in connection with additional purchases, dispositions, or follow-on transactions, may be earned. Management Fee Offsets and any broken deal costs are reflected as a reduction to advisory and transaction fees from affiliates, net. Advisory and transaction fees will be impacted by changes in market risk factors to the extent that they limit our opportunities to engage in private equity, credit and real estate transactions or impair our ability to consummate such transactions. The impact of changes in market risk factors on advisory and transaction fees is not readily predicted or estimated.

Impact on Carried Interest Income—We earn carried interest income from our funds as a result of such funds achieving specified performance criteria. Our carried interest income will be impacted by changes in market risk factors. However, several major factors will influence the degree of impact:

• the performance criteria for each individual fund in relation to how that fund’s results of operations are impacted by changes in market risk factors;

• whether such performance criteria are annual or over the life of the fund;

• to the extent applicable, the previous performance of each fund in relation to its performance criteria; and

• whether each funds’ carried interest distributions are subject to contingent repayment.

As a result, the impact of changes in market risk factors on carried interest income will vary widely from fund to fund. The impact is heavily dependent on the prior and future performance of each fund, and therefore is not readily predicted or estimated.

Market Risk—We are directly and indirectly affected by changes in market conditions. Market risk generally represents the risk that values of assets and liabilities or revenues and expenses will be adversely affected by changes in market conditions. Market risk is inherent in each of our investments and activities, including equity investments, loans, short-term borrowings, long-term debt, hedging instruments, credit default swaps and derivatives. Just a few of the market conditions that may shift from time to time, thereby exposing us to market risk, include fluctuations in interest and currency exchange rates, equity prices, changes in the implied volatility of interest rates and price deterioration. Volatility in debt and equity markets can impact our pace of capital deployment, the timing of receipt of transaction fee revenues and the timing of realizations. These market conditions could have an impact on the value of fund investments and rates of return. Accordingly, depending on the instruments or activities impacted, market risks can have wide ranging, complex adverse effects on our results from operations and our overall financial condition. We monitor market risk using certain strategies and methodologies which management evaluates periodically for appropriateness. We intend to continue to monitor this risk going forward and continue to monitor our exposure to all market factors.

Interest Rate Risk—Interest rate risk represents exposure we and our funds have to instruments whose values vary with the change in interest rates. These instruments include, but are not limited to, loans, borrowings and derivative instruments. We may seek to mitigate risks associated with the exposures by having our funds take offsetting positions in derivative contracts. Hedging instruments allow us to seek to mitigate risks by reducing the effect of movements in the level of interest rates, changes in the shape of the yield curve, as well as, changes in interest rate volatility. Hedging instruments used to mitigate these risks may include related derivatives such as options, futures and swaps.

Credit Risk—Certain of our funds are subject to certain inherent risks through their investments.

Certain of our entities invest substantially all of their excess cash in open-end money market funds and money market demand accounts, which are included in cash and cash equivalents. The money market funds invest primarily in government securities and other short-term, highly liquid instruments with a low risk of loss. We continually monitor the funds’ performance in order to manage any risk associated with these investments.

Certain of our funds hold derivative instruments that contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. We seek to minimize our risk exposure by limiting the counterparties with which our funds enter into contracts to banks and investment banks who meet established credit and capital guidelines. As of March 31, 2016, we do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.

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Foreign Exchange Risk—Foreign exchange risk represents exposures our funds have to changes in the values of current fund holdings and future cash flows denominated in other currencies and investments in non-U.S. companies. The types of investments exposed to this risk include investments in foreign subsidiaries, foreign currency-denominated loans, foreign currency-denominated transactions, and various foreign exchange derivative instruments whose values fluctuate with changes in currency exchange rates or foreign interest rates. Instruments used to mitigate this risk are foreign exchange options, currency swaps, futures and forwards. These instruments may be used to help insulate our funds against losses that may arise due to volatile movements in foreign exchange rates and/or interest rates.

In our capacity as investment manager of the funds we manage, we continuously monitor a variety of markets for attractive opportunities for managing risk. For example, certain of the funds we manage may put in place foreign exchange hedges or borrowings with respect to certain foreign currency denominated investments to provide a hedge against foreign exchange exposure.

Non-U.S. Operations—We conduct business throughout the world and are continuing to expand into foreign markets. We currently have offices outside the U.S. in Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai and have been strategically growing our international presence. Our fund investments and our revenues are primarily derived from our U.S. operations. With respect to our non-U.S. operations, we are subject to risk of loss from currency fluctuations, social instability, changes in governmental policies or policies of central banks, expropriation, nationalization, unfavorable political and diplomatic developments and changes in legislation relating to non-U.S. ownership. Our funds also invest in the securities of companies which are located in non-U.S. jurisdictions. As we continue to expand globally, we will continue to focus on monitoring and managing these risk factors as they relate to specific non-U.S. investments.

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ITEM 4. CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) occurred during our most recent quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See note 13 to our condensed consolidated financial statements for a summary of the Company’s legal proceedings.

ITEM 1A. RISK FACTORS

For a discussion of our potential risks and uncertainties, see the information under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 29, 2016, which is accessible on the Securities and Exchange Commission's website at www.sec.gov. There have been no material changes to the risk factors for the three months ended March 31, 2016.

The risks described in our Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/ or operating results.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES

On January 14, 2016, February 5, 2016 and March 30, 2016 we issued 529,395, 2,745,799 and 1,507 Class A shares, respectively, net of taxes to Apollo Management Holdings, L.P., a subsidiary of Apollo Global Management, LLC, in connection with deliveries of shares to participants in the Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Equity Plan”) for an aggregate purchase price of $7,374,472, $36,793,707 and $25,408, respectively. The issuances were exempt from registration under the Securities Act in accordance with Section 4(a)(2) and Rule 506(b) thereof, as transactions by the issuer not involving a public offering. We determined that the purchaser of Class A shares in the transactions, Apollo Management Holdings, L.P., was an accredited investor.

Issuer Purchases of Equity Securities

The following table sets forth purchases of our Class A shares made by us or on our behalf during the fiscal quarter ended March 31, 2016.

Period	Total Number of Class A Shares Purchased(1)	Average Price Paid per Share		Total Class A Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Approximate Dollar Value of Class A Shares that May be Purchased Under the Plan or Programs
January 1, 2016 through January 31, 2016	—	$	—	—	$	—
February 1, 2016 through February 29, 2016	902,428	13.46		901,049	137,851,051
March 1, 2016 through March 31, 2016	53,398	14.77		53,398	137,062,230
Total	955,826			954,447

(1) During the fiscal quarter ended March 31, 2016, we repurchased 1,379 Class A shares at an average price paid per share of $13.22 in open-market transactions not pursuant to a publicly-announced repurchase plan or program. Such number of Class A shares was equal to the number of Class A restricted shares issued under the 2007 Equity Plan during the quarter.

(2) In February 2016, the Company announced its adoption of a program to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through a reduction of Class A shares to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan, which we refer to as net share settlement. Under the share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. The Company expects that the share repurchase program, which has no expiration date, will be in effect until the maximum approved dollar amount has been used to repurchase Class A shares. The share repurchase program does not require the Company to repurchase any specific number of Class A shares, and the share repurchase program may be suspended, extended, modified or discontinued at any time. Reductions of Class A shares issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan are not included in the table.

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During the first quarter of 2016, in addition to the Class A shares repurchased as described in the table above, cash was used to pay the amount of withholding taxes or similar payments payable by us in respect of awards granted pursuant to the 2007 Equity Plan. These payments represented the equivalent of equity awards representing 1.6 million Class A shares. Since cash was used to settle the amounts, these Class A shares were canceled, and accordingly, such Class A shares are no longer included in the Company's Class A share count on a fully diluted basis.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number	Exhibit Description
3.1	Certificate of Formation of Apollo Global Management, LLC (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
3.2	Amended and Restated Limited Liability Company Agreement of Apollo Global Management, LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
4.1	Specimen Certificate evidencing the Registrant’s Class A shares (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
4.2	Indenture dated as of May 30, 2014, among Apollo Management Holdings, L.P., the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 30, 2014 (File No. 001-35107)).
4.3	First Supplemental Indenture dated as of May 30, 2014, among Apollo Management Holdings, L.P., the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 30, 2014 (File No. 001-35107)).
4.4	Form of 4.000% Senior Note due 2024 (included in Exhibit 4.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 30, 2014 (File No. 001-35107), which is incorporated by reference).
4.5	Second Supplemental Indenture dated as of January 30, 2015, among Apollo Management Holdings, L.P., the Guarantors party thereto, Apollo Principal Holdings X, L.P. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
*4.6	Third Supplemental Indenture dated as of February 1, 2016, among Apollo Management Holdings, L.P., the Guarantors party thereto, Apollo Principal Holdings XI, LLC and Wells Fargo Bank, National Association, as trustee.
4.7	Registration Rights Agreement, dated as of August 19, 2015, by and among RCS Capital Corporation and Apollo Principal Holdings I, L.P. (incorporated by reference to Exhibit 4.6 to the Registrant’s Form 10-Q for the period ended September 30, 2015 (File No. 001-35107)).
10.1	Amended and Restated Limited Liability Company Operating Agreement of AGM Management, LLC dated as of July 10, 2007 (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.2	Third Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings I, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.3	Third Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings II, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

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Exhibit Number	Exhibit Description
10.4	Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings III, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.5	Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings IV, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
+10.6	Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.7	Agreement Among Principals, dated as of July 13, 2007, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings, L.P. (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.8	Shareholders Agreement, dated as of July 13, 2007, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, Leon D. Black, Marc J. Rowan and Joshua J. Harris (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
*10.9	Fourth Amended and Restated Exchange Agreement, dated as of May 5, 2016, by and among Apollo Global Management, LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, AMH Holdings (Cayman), L.P. and the Apollo Principal Holders (as defined therein) from time to time party thereto.
10.10	Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013, by and among APO Corp., Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings VI, Apollo Principal Holdings VIII, L.P., AMH Holdings (Cayman), L.P. and each Holder defined therein (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 7, 2013 (File No. 001-35107)).
+10.11	Employment Agreement with Leon D. Black (incorporated by reference to Exhibit 10.43 to the Registrant’s Form 10-Q for the period ended June 30, 2012 (File No. 001-35107)).
+10.12	Employment Agreement with Marc J. Rowan (incorporated by reference to Exhibit 10.44 to the Registrant’s Form 10-Q for the period ended June 30, 2012 (File No. 001-35107)).
+10.13	Employment Agreement with Joshua J. Harris (incorporated by reference to Exhibit 10.45 to the Registrant’s Form 10-Q for the period ended June 30, 2012 (File No. 001-35107)).
10.14	Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings V, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.15	Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings VI, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

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Exhibit Number	Exhibit Description
10.16	Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings VII, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.17	Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings VIII, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.18	Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings IX, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.19	Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings X, L.P. dated as of April 8, 2015 (incorporated by reference to Exhibit 10.19 to the Registrant’s Form 10-Q for the period ended March 31, 2015 (File No. 001-35107)).
*10.20	Amended and Restated Limited Liability Company Agreement of Apollo Principal Holdings XI, LLC dated as of April 11, 2016.
10.21	Fourth Amended and Restated Limited Partnership Agreement of Apollo Management Holdings, L.P. dated as of October 30, 2012 (incorporated by reference to Exhibit 10.25 to the Registrant’s Form 10-Q for the period ended March 31, 2013 (File No. 001-35107)).
10.22	Settlement Agreement, dated December 14, 2008, by and among Huntsman Corporation, Jon M. Huntsman, Peter R. Huntsman, Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub, Inc., Craig O. Morrison, Leon Black, Joshua J. Harris and Apollo Global Management, LLC and certain of its affiliates (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.23	First Amendment and Joinder, dated as of August 18, 2009, to the Shareholders Agreement, dated as of July 13, 2007, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, Leon D. Black, Marc J. Rowan and Joshua J. Harris (incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
*10.24	Joinder, dated as of May 5, 2016, to the Shareholders Agreement, dated as of July 13, 2007, as amended by the First Amendment and Joinder dated as of August 18, 2009, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, MJH Partners, L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, APO (FC), LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P. and Apollo Management Holdings, L.P.
10.25	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
+10.26	Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for Plan Grants) (incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

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Exhibit Number	Exhibit Description
+10.27	Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for Bonus Grants) (incorporated by reference to Exhibit 10.32 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
+10.28	Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for new independent directors) (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
+10.29	Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for continuing independent directors) (incorporated by reference to Exhibit 10.32 to the Registrant’s Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
+10.30	Form of Restricted Share Award Grant Notice and Restricted Share Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.33 to the Registrant’s Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
+10.31	Form of Share Award Grant Notice and Share Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for Retired Partners) (incorporated by reference to Exhibit 10.34 to the Registrant’s Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
+10.32	Apollo Management Companies AAA Unit Plan (incorporated by reference to Exhibit 10.34 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
+10.33	Non-Qualified Share Option Agreement pursuant to the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan with Marc Spilker dated December 2, 2010 (incorporated by reference to Exhibit 10.40 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).
10.34	Amended Form of Independent Director Engagement Letter (incorporated by reference to Exhibit 10.38 to the Registrant’s Form 10-Q for the period ended March 31, 2014 (File No. 001-35107)).
+10.35	Employment Agreement with Martin Kelly, dated July 2, 2012 (incorporated by reference to Exhibit 10.42 to the Registrant’s Form 10-Q for the period ended June 30, 2012 (File No. 001-35107)).
10.36	Second Amended and Restated Exempted Limited Partnership Agreement of AMH Holdings (Cayman), L.P., dated November 30, 2012 (incorporated by reference to Exhibit 10.38 to the Registrant’s Form 10-Q for the period ended June 30, 2015 (File No. 001-35107)).
+10.37	Amended and Restated Limited Partnership Agreement of Apollo Advisors VI, L.P., dated as of April 14, 2005 and amended as of August 26, 2005 (incorporated by reference to Exhibit 10.41 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
+10.38	Third Amended and Restated Limited Partnership Agreement of Apollo Advisors VII, L.P. dated as of July 1, 2008 and effective as of August 30, 2007 (incorporated by reference to Exhibit 10.42 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).

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Exhibit Number	Exhibit Description
+10.39	Third Amended and Restated Limited Partnership Agreement of Apollo Credit Opportunity Advisors I, L.P., dated January 12, 2011 and made effective as of July 14, 2009 (incorporated by reference to Exhibit 10.43 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
+10.40	Third Amended and Restated Limited Partnership Agreement of Apollo Credit Opportunity Advisors II, L.P., dated January 12, 2011 and made effective as of July 14, 2009 (incorporated by reference to Exhibit 10.44 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
+10.41	Third Amended and Restated Limited Partnership Agreement of Apollo Credit Liquidity Advisors, L.P., dated January 12, 2011 and made effective as of July 14, 2009 (incorporated by reference to Exhibit 10.45 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
+10.42	Second Amended and Restated Limited Partnership Agreement of Apollo Credit Liquidity CM Executive Carry, L.P., dated January 12, 2011 and made effective as of July 14, 2009 (incorporated by reference to Exhibit 10.46 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
+10.43	Second Amended and Restated Limited Partnership Agreement Apollo Credit Opportunity CM Executive Carry I, L.P. dated January 12, 2011 and made effective as of July 14, 2009 (incorporated by reference to Exhibit 10.47 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
+10.44	Second Amended and Restated Limited Partnership Agreement of Apollo Credit Opportunity CM Executive Carry II, L.P. dated January 12, 2011 and made effective as of July 14, 2009 (incorporated by reference to Exhibit 10.48 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
+10.45	Second Amended and Restated Exempted Limited Partnership Agreement of AGM Incentive Pool, L.P., dated June 29, 2012 (incorporated by reference to Exhibit 10.49 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
10.46	Credit Agreement, dated as of December 18, 2013, by and among Apollo Management Holdings, L.P., as the Term Facility Borrower and a Revolving Facility Borrower, the other Revolving Facility Borrowers party thereto, the other guarantors party thereto from time to time, the lenders party thereto from time to time, the issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.50 to the Registrant’s Form 10-K for the period ended December 31, 2013 (File No. 001-35107)).
10.47	Guarantor Joinder Agreement, dated as of January 30, 2015, by Apollo Principal Holdings X, L.P. to the Credit Agreement, dated as of December 18, 2013, by and among Apollo Management Holdings, L.P., as the Term Facility Borrower and a Revolving Facility Borrower, the other Revolving Facility Borrowers party thereto, the existing guarantors party thereto, the lenders party thereto from time to time, the issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.49 to the Registrant’s Form 10-Q for the period ended March 31, 2015 (File No. 001-35107)).
*10.48	Guarantor Joinder Agreement, dated as of February 1, 2016, by Apollo Principal Holdings XI, LLC to the Credit Agreement, dated as of December 18, 2013, by and among Apollo Management Holdings, L.P., as the Term Facility Borrower and a Revolving Facility Borrower, the other Revolving Facility Borrowers party thereto, the existing guarantors party thereto, the lenders party thereto from time to time, the issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent.

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Exhibit Number	Exhibit Description
+10.49	Form of Letter Agreement under the Amended and Restated Limited Partnership Agreement of Apollo Advisors VIII, L.P. effective as of January 1, 2014 (incorporated by reference to Exhibit 10.56 to the Registrant’s Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
+10.50	Form of Award Letter under the Amended and Restated Limited Partnership Agreement of Apollo Advisors VIII, L.P. effective as of January 1, 2014 (incorporated by reference to Exhibit 10.57 to the Registrant’s Form 10-Q for the period ended June 30, 2014 (File No. 001-35107)).
+10.51	Amended and Restated Limited Partnership Agreement of Apollo EPF Advisors, L.P., dated as of February 3, 2011 (incorporated by reference to Exhibit 10.52 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
+10.52	First Amended and Restated Exempted Limited Partnership Agreement of Apollo EPF Advisors II, L.P. dated as of April 9, 2012 (incorporated by reference to Exhibit 10.53 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
+10.53	Amended and Restated Agreement of Exempted Limited Partnership of Apollo CIP Partner Pool, L.P., dated as of December 18, 2014 (incorporated by reference to Exhibit 10.54 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
+10.54	Form of Award Letter under the Amended and Restated Agreement of Exempted Limited Partnership Agreement of Apollo CIP Partner Pool, L.P. (incorporated by reference to Exhibit 10.55 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
+10.55	Second Amended and Restated Agreement of Limited Partnership of Apollo Credit Opportunity Advisors III (APO FC), L.P., dated as of December 18, 2014 (incorporated by reference to Exhibit 10.56 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
+10.56	Form of Award Letter under Second Amended and Restated Agreement of Limited Partnership of Apollo Credit Opportunity Advisors III (APO FC), L.P. (incorporated by reference to Exhibit 10.57 to the Registrant’s Form 10-K for the period ended December 31, 2014 (File No. 001-35107)).
*31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
*31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).
*32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
*32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
*101.INS	XBRL Instance Document
*101.SCH	XBRL Taxonomy Extension Scheme Document
*101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

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Exhibit Number	Exhibit Description
*101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB	XBRL Taxonomy Extension Label Linkbase Document
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Apollo Global Management, LLC
		(Registrant)
Date: May 10, 2016	By:	/s/ Martin Kelly
		Name:	Martin Kelly
		Title:	Chief Financial Officer (principal financial officer and authorized signatory)

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EX-4.6

Exhibit 4.6

EXECUTION VERSION

This Third Supplemental Indenture, dated as of February 1, 2016 (the “Third Supplemental Indenture”), among Apollo Management Holdings, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (the “Company”), the Existing Guarantors (as hereinafter defined), Apollo Principal Holdings XI, LLC, a limited liability company duly formed and existing under the laws of Anguilla (the “New Guarantor”), and Wells Fargo Bank, National Association, a national banking association, as Trustee under the Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain Indenture, dated as of May 30, 2014, among the Company, the Guarantors named therein (the “Initial Guarantors”) and the Trustee (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of May 30, 2014, among the Company, the Initial Guarantors and the Trustee (the “First Supplemental Indenture”), as further supplemented by the second supplemental indenture, dated as of January 30, 2015, among the Company, Apollo Principal Holdings X, L.P., a Cayman Islands limited partnership (“APO X” and together with the Initial Guarantors, the “Existing Guarantors”) and the Trustee (the “Second Supplemental Indenture” and together with the Base Indenture and the First Supplemental Indenture, the “Indenture”). Capitalized terms used herein without definitions shall have the meaning assigned to them in the Indenture.

RECITALS OF THE COMPANY

The Company and the Initial Guarantors have heretofore executed and delivered to the Trustee the Base Indenture providing for the issuance from time to time of one or more series of the Company’s senior unsecured debt securities.

The Company and the Initial Guarantors have heretofore executed and delivered to the Trustee the First Supplemental Indenture providing for the issuance and the terms of a series of Securities designated as the Company’s “4.000% Senior Notes due 2024”.

The Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Second Supplemental Indenture pursuant to which APO X (i) agreed to become a party to the Indenture as a Guarantor and (ii) to fully and unconditionally Guarantee to each Holder of the Notes and the Trustee the obligations of the Company pursuant to and as set forth in Article XIV of the Base Indenture.

Section 1402 of the Indenture provides that the Company and each Existing Guarantor shall cause each New Apollo Operating Group Entity (other than a Non-Guarantor Entity) to become a Guarantor pursuant to the Indenture and provide a Guarantee in respect of the Notes.

The New Guarantor is a New Apollo Operating Group Entity and is not a Non-Guarantor Entity under the terms and conditions set forth under the Indenture.

Pursuant to Section 901 of the Indenture, the Company, the Existing Guarantors and the Trustee may, without the consent of any Holders, enter into this Third Supplemental Indenture for the purpose of adding the New Guarantor as a Guarantor under the Indenture.

Pursuant to Sections 901 and 1413 of the Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture.

This Third Supplemental Indenture shall not result in a material modification of the Notes for purposes of the Foreign Account Tax Compliance Act.

Section 1.1Agreement to be Bound. The New Guarantor hereby agrees to become a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.

Section 1.2Guarantee. The New Guarantor agrees, on a joint and several basis, with the Existing Guarantors, to fully and unconditionally Guarantee to each Holder of the Notes and the Trustee the obligations of the Company pursuant to and as set forth in Article XIV of the Base Indenture.

Section 1.3Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 105 of the Base Indenture.

Section 1.4Execution as Supplemental Indenture. This Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture, the First Supplemental Indenture, and the Second Supplemental Indenture, and, as provided in the Base Indenture, forms part thereof.

Section 1.5Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, the Existing Guarantors and the New Guarantor, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or of the Guarantees.

Section 1.6Separability Clause. In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.7Successors and Assigns. All covenants and agreements in this Third Supplemental Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.

Section 1.8Execution and Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. This exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture and signature pages for all purposes.

Section 1.9Governing Law. This Third Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of law.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed all as of the day and year first above written.

Apollo Management Holdings, L.P., as Issuer

By: Apollo Management Holdings GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm
Title:    Vice President

Apollo Principal Holdings I, L.P., as Guarantor

By: Apollo Principal Holdings I GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings II, L.P., as Guarantor

By: Apollo Principal Holdings II GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings III, L.P., as Guarantor

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

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings IV, L.P., as Guarantor

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

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings V, L.P., as Guarantor

By: Apollo Principal Holdings V GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings VI, L.P., as Guarantor

By: Apollo Principal Holdings VI GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings VII, L.P., as Guarantor

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

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings VIII, L.P., as Guarantor

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

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings IX, L.P., as Guarantor

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

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings X, L.P., as Guarantor

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

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

AMH Holdings (Cayman), L.P., as Guarantor

By: AMH Holdings GP, Ltd., its general partner

By: Apollo Management Holdings GP, LLC, its sole director

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Vice President

Apollo Principal Holdings XI, LLC, as Guarantor

By: APO UK (FC), LLC, its sole member

By: Apollo Global Management, LLC, its sole member

By: AGM Management, LLC, its manager

By: /s/ Jessica L. Lomm    
Name:    Jessica L. Lomm Title:    Assistant Secretary

Wells Fargo Bank, National Association,
as Trustee

By: /s/ Raymond Delli Colli     Name: Raymond Delli Colli
Title: Vice President

- 1 –

EX-10.9

Exhibit 10.9

EXECUTION VERSION

FOURTHAMENDED AND RESTATED EXCHANGE AGREEMENT

FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of May 5, 2016, among Apollo Global Management, LLC, a Delaware limited liability company, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and the Apollo Principal Holders (as defined herein) from time to time that are party hereto.

WHEREAS, the original Exchange Agreement among Apollo Global Management, LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Management Holdings, L.P., a Delaware limited partnership, and the Apollo Principal Holders dated as of July 13, 2007 (the “Original Exchange Agreement”) provided for the exchange of certain AOG Units for Class A Shares, on the terms and subject to the conditions set forth therein;

WHEREAS, the parties to the Original Exchange Agreement together with Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P. and AMH Holdings (Cayman), L.P. entered into that certain Amended and Restated Exchange Agreement dated as of May 6, 2013 (the “First Amended & Restated Exchange Agreement”);

WHEREAS, the parties to the First Amended & Restated Exchange Agreement entered into that certain Second Amended and Restated Exchange Agreement dated as of March 5, 2014 (the “Second Amended & Restated Exchange Agreement”);

WHEREAS, the parties to the Second Amended & Restated Exchange Agreement together with Apollo Principal Holdings X, L.P. entered into that certain Third Amended & Restated Exchange Agreement dated as of May 7, 2015 (the “Third Amended & Restated Exchange Agreement”); and

WHEREAS, the parties to the Third Amended & Restated Exchange Agreement now desire, together with Apollo Principal Holdings XI, LLC, to enter into this Agreement to amend and restate the Third Amended & Restated Exchange Agreement in its entirety as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1 DEFINITIONS.

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“A Exchange” has the meaning set forth in Section 2.1(a)(i) of this Agreement.

“AGM” means Apollo Global Management, LLC, a Delaware limited liability company, and any successor thereto.

“Agreement” has the meaning set forth in the preamble of this Agreement.

“Agreement Among Principals” means the Agreement Among Principals, dated as of July 13, 2007, among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings L.P., as may be amended, supplemented or restated from time to time.

“AMH Holdings” means AMH Holdings (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.

“AOG Unit” shall have the meaning given to the term “Operating Group Unit” in the Shareholders Agreement.

“APO Corp.” means APO Corp., a corporation formed under the laws of the State of Delaware, and any successor thereto.

“APO FC” means APO (FC), LLC, an Anguilla limited liability company, and any successor thereto.

“APO FC II” means APO (FC II), LLC, an Anguilla limited liability company, and any successor thereto.

“APO LLC” means APO Asset Co, LLC., a limited liability company formed under the laws of the State of Delaware, and any successor thereto.

“APO UK” means APO UK (FC), Limited, a United Kingdom incorporated company, and any successor thereto.

“Apollo Operating Group” shall have the meaning given to such term in the Shareholders Agreement.

“Apollo Principal I” means Apollo Principal Holdings I, L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.

“Apollo Principal II” means Apollo Principal Holdings II, L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.

“Apollo Principal III” means Apollo Principal Holdings III, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.

“Apollo Principal IV” means Apollo Principal Holdings IV, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.

“Apollo Principal V” means Apollo Principal Holdings V, L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.

“Apollo Principal VI” means Apollo Principal Holdings VI, L.P., a limited partnership formed under the laws of the State of Delaware, and any successor thereto.

“Apollo Principal VII” means Apollo Principal Holdings VII, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.

“Apollo Principal VIII” means Apollo Principal Holdings VIII, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.

“Apollo Principal IX” means Apollo Principal Holdings IX, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.

“Apollo Principal X” means Apollo Principal Holdings X, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and any successor thereto.

“Apollo Principal XI” means Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, and any successor thereto.

“Apollo Principal Entities” means, collectively, Apollo Principal I, Apollo Principal II, Apollo Principal III, Apollo Principal IV, Apollo Principal V, Apollo Principal VI, Apollo Principal VII, Apollo Principal VIII, Apollo Principal IX, Apollo Principal X, Apollo Principal XI, AMH Holdings and any other entity formed after [•], 2016 that has executed and delivered a joinder agreement hereto.

“Apollo Principal Holder” means each Person and their Permitted Transferees (as such term is defined in the Agreement Among Principals) that is as of May 6, 2013 or thereafter becomes from time to time a limited partner or member, as applicable, of each of the Apollo Principal Entities pursuant to the terms of the Apollo Principal Operating Agreements, other than (i) the Issuer and (ii) for the avoidance of doubt APO Corp., APO FC, APO FC II, APO LLC and APO UK and their respective subsidiaries.

“Apollo Principal Operating Agreements” means, collectively, the Third Amended and Restated Limited Partnership Agreement of Apollo Principal I dated as of April 14, 2010, the Third Amended and Restated Limited Partnership Agreement of Apollo Principal II dated as of April 14, 2010, the Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal III dated as of April 14, 2010, the Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal IV dated as of April 14, 2010, the Second Amended and Restated Limited Partnership Agreement of Apollo Principal V dated as of April 14, 2010, the Second Amended and Restated Limited Partnership Agreement of Apollo Principal VI dated as of April 14, 2010, the Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal VII dated as of April 14, 2010, the Second Amended and Restated Limited Partnership Agreement of Apollo Principal VIII dated as of April 14, 2010, the Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal IX dated as of April 14, 2010, the Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal X dated as of April 8, 2015, the Amended and Restated Limited Liability Company Agreement of Apollo Principal XI dated as of April 11, 2016, the Amended and Restated Exempted Limited Partnership Agreement of AMH Holdings dated September 30, 2012, and the operating agreement of any other entity formed after [•], 2016 that becomes an Apollo Principal Entity, as each may be amended, supplemented or restated from time to time.

“AP Professional” means AP Professional Holdings, L.P., an exempted limited partnership formed under the laws of the Cayman Islands.

“AP Professional Partnership Agreement” means the Second Amended and Restated Exempted Limited Partnership Agreement of AP Professional dated as of July 13, 2007, as may be amended, supplemented or restated from time to time.

“B Exchange” has the meaning set forth in Section 2.1(a)(ii) of this Agreement.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

“Charity” means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Section 170(c)(2)(A) of the Code) and described in Sections 2055(a) and 2522 of the Code.

“Class A Shares” means the Class A Shares of the Issuer representing Class A limited liability company interests of the Issuer and any equity securities issued or issuable in exchange for or with respect to such Class A Shares (i) by way of a dividend, split or combination of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation or other reorganization.

“Code” means the Internal Revenue Code of 1986, as amended.

“Delaware Arbitration Act” has the meaning set forth in Section 3.8(d) of this Agreement.

“Exchange” means the principal securities exchange on which Class A Shares are traded.

“Exchange Rate” means the number of Class A Shares for which an AOG Unit is entitled to be exchanged. On the date of this Agreement, the Exchange Rate shall be 1 for 1 subject to adjustments as provided in Section 2.4.

“Exchange Shelf Registration Statement” has the meaning set forth in Section 2.3(a) of this Agreement.

“First Amended & Restated Exchange Agreement” has the meaning set forth in the recitals of this Agreement.

“Governing Body” means the manager of the Issuer, so long as one exists, and thereafter the Board of Directors of the Issuer.

“Initial Quarterly Exchange Date” has the meaning set forth in Section 2.2(a)(ii) of this Agreement.

“Issuer” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor thereto.

“Issuer Operating Agreement” means the Amended and Restated Limited Liability Company Agreement of the Issuer, dated as of July 13, 2007, as may be amended, supplemented or restated from time to time.

“Insider Trading Policy” means the Insider Trading Policy of the Issuer applicable to the directors, executive officers and employees of the Issuer or its manager or the Issuer’s subsidiaries, as such Insider Trading Policy may be amended from time to time.

“Notice Date” means, with respect to each Quarter, the date that is at least sixty (60) days prior to the Quarterly Exchange Date provided in clause (iii) of the definition of “Quarterly Exchange Date”; provided, that for purposes of determining the Notice Date in reference to Section 2.2(b)(i) or (ii) of the Agreement, such Notice Date shall be that single date that is sixty (60) days prior to the Quarterly Exchange Date provided in clause (iii) of the definition of “Quarterly Exchange Date” (without giving effect to the application of clauses (A) or (B) of the proviso thereof).

“Original Exchange Agreement” has the meaning set forth in the recitals of this Agreement.

“Person” shall be construed broadly and includes any individual, corporation, partnership, firm, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“Public Offering” means a public offering of Class A Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.

“Qualifying Entity” has the meaning set forth in Section 2.7 of this Agreement.

“Quarter” means, unless the context requires otherwise, a fiscal quarter of the Issuer.

“Quarterly Exchange Date” means, for each Quarter, unless otherwise required by Section 409A of the Code: (i) with respect to any amount of Class A Shares to be issued upon exchange of AOG Units and offered in an underwritten Public Offering, the closing date of such underwritten offering (or if such underwritten Public Offering does not occur, the next Business Day following the date when it has been determined such underwritten Public Offering will not occur), (ii) with respect to any amount of Class A Shares to be issued upon exchange of AOG Units and offered pursuant to the exercise of an underwriter’s over-allotment option granted in connection with an underwritten Public Offering, the closing date of such sale of Class A Shares pursuant to the exercise of such over-allotment option (or if such over-allotment option is not exercised or is not exercised in full, the exchange as to such portion shall occur on the Business Day immediately following the lapse of the over-allotment option period) and (iii) with respect to any amount of Class A Shares to be issued upon exchange of AOG Units for sale, disposition or transfer other than pursuant to clauses (i) and (ii) of this definition, the first Business Day that directors, executive officers and employees of the Issuer or its manager or the Issuer’s subsidiaries are permitted to trade under the Insider Trading Policy; provided, however, that (A) to the extent an Apollo Principal Holder has delivered a notice of exchange for a B Exchange and has also notified the Issuer prior to the first Quarterly Exchange Date on which any AOG Units may be exchanged hereunder that a portion of the AOG Units to be exchanged under such notice will be offered in an underwritten Public Offering, then all AOG Units set forth in such notice to be exchanged by such Apollo Principal Holder shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) and (ii) hereof, as applicable; (B) to the extent an Apollo Principal Holder has delivered concurrently a notice of an A Exchange and a B Exchange with respect to any Quarter in which AOG Units may be exchanged, then all AOG Units set forth in such notices shall be exchanged on two or more separate Quarterly Exchange Dates during such Quarter (as provided in Section 2.2(a)(ii)), and (C) all references to Quarterly Exchange Date under the Shareholders Agreement, the Agreement Among Principals and the Roll-Up Agreements shall be deemed to refer only to the exchange date set forth in clause (iii) of this definition (without giving effect to the application of clauses (A) and (B) of the proviso hereof).

“Roll-Up Agreements” means the Roll-Up Agreements, dated as of July 13, 2007, among the various Contributing Partners and BRH Holdings, L.P., AP Professional Holdings, L.P., APO Asset Co., LLC, APO Corp., and Apollo Global Management, LLC, as each may be amended, supplemented or restated from time to time.

“Second Amended & Restated Exchange Agreement” has the meaning set forth in the recitals of this Agreement.

“Shareholders Agreement” means the Shareholders Agreement, dated as of July 13, 2007, among the Issuer, AP Professional and the other parties thereto, as may be amended, supplemented or restated from time to time.

“Subsequent Quarterly Exchange Date” has the meaning set forth in Section 2.2(a)(ii) of this Agreement.

“Suspension Period” has the meaning set forth in Section 2.3(a)(i) of this Agreement.

“Tax Receivable Agreement” means the Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013, among APO Corp., Apollo Principal II, Apollo Principal IV, Apollo Principal VI, Apollo Principal VIII, AMH Holdings and the other parties thereto, as may be amended, supplemented or restated from time to time.

“Third Amended & Restated Exchange Agreement” has the meaning set forth in the recitals of this Agreement.

“Transfer Agent” means such bank, trust company or other Person as shall be appointed from time to time by the Issuer pursuant to the Issuer Operating Agreement to act as registrar and transfer agent for the Class A Shares.

ARTICLE II
EXCHANGE OF AOG UNITS

SECTION 2.1 EXCHANGE OF AOG UNITS.

(a)    Subject to adjustment as provided in this Article II, the provisions of the Apollo Principal Operating Agreements and the Issuer Operating Agreement, each Apollo Principal Holder shall be entitled to exchange AOG Units held by such Apollo Principal Holder on any Quarterly Exchange Date as follows:

(i)    For the purpose of making a gratuitous transfer to any Charity, an Apollo Principal Holder may surrender AOG Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, an “A Exchange”); or

(ii)    An Apollo Principal Holder may transfer AOG Units, at the sole discretion of APO Corp., APO FC, APO FC II and APO UK, to APO Corp., APO FC, APO FC II and/or APO UK , in exchange for the delivery by APO Corp., APO FC, APO FC II and/or APO UK, as the case may be, of a number of Class A Shares equal to the product of such number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, a “B Exchange”);

(b)    On the Quarterly Exchange Date that AOG Units are surrendered for exchange, all rights of the exchanging Apollo Principal Holder as holder of such AOG Units shall cease, and such exchanging Apollo Principal Holder shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of such Class A Shares and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with the Issuer Operating Agreement.

(c)    For the avoidance of doubt, any exchange of AOG Units shall be subject to the provisions of the Apollo Principal Operating Agreements; provided, that, to the extent consent of any Person shall be required pursuant to the provisions of the Apollo Principal Operating Agreements, the Issuer, APO Corp., APO FC, APO FC II and/or APO UK, as applicable, shall use commercially reasonable efforts to cause such consent to be obtained (if not already obtained).

(d)    Notwithstanding anything in this Agreement to the contrary, no Apollo Principal Holder may exchange any AOG Units held by it pursuant to this Agreement except at the same time and to the same extent that it, or the Person on whose behalf it is requesting such exchange, would be entitled to effect transfers of his Pecuniary Interests (as defined in the Shareholders Agreement) under Section 2.2 of the Shareholders Agreement.

SECTION 2.2 EXCHANGE PROCEDURES; NOTICES AND REVOCATIONS.

(a)    (i)    An Apollo Principal Holder may exercise the right to exchange AOG Units set forth in Section 2.1(a) above by providing a written notice of exchange no later than the applicable Notice Date to:

(A)    in the case of an A Exchange, the Issuer substantially in the form of Exhibit A hereto, and

(B)    in the case of a B Exchange, APO Corp., APO FC, APO FC II and, in the case of any notice of exchange after the date hereof, APO UK substantially in the form of Exhibit B hereto, in each case, executed by such holder or such holder's duly authorized attorney in respect of the AOG Units to be exchanged, and delivered during normal business hours at the principal executive offices of the Issuer or APO Corp., APO FC, APO FC II and APO UK, as applicable.

(ii)    If an Apollo Principal Holder provides written notices of exchange for both an A Exchange and a B Exchange to occur in the same Quarter, such Apollo Principal Holder shall cause the A Exchange and the B Exchange to occur on two or more separate exchange dates during the Quarter for which such notices of exchange relate. Except as provided below with respect to an underwritten Public Offering, (a) the B Exchange identified by the Apollo Principal Holder in the applicable notice of exchange shall occur on the date provided in clause (iii) of the definition of “Quarterly Exchange Date” (such date being, the “Initial Quarterly Exchange Date”) and the A Exchange identified by the Apollo Principal Holder in the applicable notice of exchange shall occur on the first Business Day that is at least 11 days following the Initial Quarterly Exchange Date (such date being referred to herein as a “Subsequent Quarterly Exchange Date”); provided that to the extent that an Apollo Principal Holder has delivered a notice of exchange for both an A Exchange and a B Exchange to occur in the same Quarter and has also notified the Issuer prior to the first Quarterly Exchange Date during the applicable Quarter on which any AOG Units may be exchanged hereunder that a portion of the AOG Units to be exchanged in a B Exchange under such notices of exchange will be offered in an underwritten Public Offering, then all AOG Units set forth in the notice of exchange for the B Exchange shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) and (ii) of the definition of Quarterly Exchange Date, as applicable (the last of such dates being deemed the Initial Quarterly Exchange Date for purposes of this Section 2(a)(ii)), and the AOG Units set forth in the notice of exchange for the A Exchange shall be exchanged on the Subsequent Quarterly Exchange Date. For purposes of this Agreement, each of the Initial Quarterly Exchange Date and the Subsequent Quarterly Exchange Date shall be treated as a Quarterly Exchange Date.

(b)    (i)    With respect to any notice of exchange, an Apollo Principal Holder may irrevocably revoke any such notice in whole, but not in part, with respect to such AOG Units to be exchanged (which, for the avoidance of doubt, shall apply to all AOG Units subject to such notice) in writing on or before the Business Day immediately preceding the first Quarterly Exchange Date on which any AOG Units may be exchanged following the Notice Date with respect to which such notice was given, but only in the event that the closing trading price per share of the Class A Shares on the Exchange on the Business Day immediately preceding date of revocation is at least 10% lower than the closing trading price per share of the Class A Shares on the Exchange on the Notice Date with respect to which such notice was given.

(ii)    In addition to and not in limitation of Section 2.2(b)(i), with respect to any notice of exchange for which Class A Shares issued upon exchange will be offered in an underwritten Public Offering, an Apollo Principal Holder may irrevocably revoke any such notice in whole, but not in part, with respect to all AOG Units to be exchanged (which, for the avoidance of doubt, shall apply to all AOG Units subject to such notice) in writing immediately before the pricing of the underwritten Public Offering, but only in the event that the gross price per Class A share offered to the public is at least 10% lower than the closing trading price per share of the Class A Shares on the Exchange on the Notice Date with respect to which such notice was given.

(iii)    Notwithstanding anything to the contrary herein, with respect to any notice of exchange (A) if no revocation shall have been made pursuant to Section 2.2(b)(i) above prior to the Business Day immediately preceding the first Quarterly Exchange Date on which any AOG Units may be exchanged following the Notice Date with respect to which such notice was given, then the ability of an Apollo Principal Holder to revoke any exchange pursuant to Section 2.2(b)(i) shall lapse and (B) no Apollo Principal Holder that makes any revocation with respect to a Quarterly Exchange Date as provided in Section 2.2(b)(i) or (ii) above may exercise the right to exchange AOG Units set forth in Section 2.1(a) in respect of any Quarterly Exchange Date in the next upcoming Quarter.

(c)    As promptly as practicable following the surrender for exchange of AOG Units in the manner provided in this Article II, the Issuer, in the case of an A Exchange, or APO Corp., APO FC, APO FC II and/or APO UK, as applicable, in the case of a B Exchange, shall deliver or cause to be delivered at the principal executive offices of the Issuer or at the office of the Transfer Agent the number of Class A Shares issuable upon such exchange, issued in the name of such exchanging Apollo Principal Holder.

(d)    The Issuer, in the case of an A Exchange, or APO Corp., APO FC, APO FC II and APO UK in the case of a B Exchange, may adopt reasonable procedures for the implementation of the exchange provisions set forth in this Article II, including, without limitation, procedures for the giving of notice of an election for exchange. Further, APO Corp., APO FC, APO FC II and APO UK will coordinate with the Issuer to guarantee that APO Corp., APO FC, APO FC II and APO UK will have sufficient Class A Shares to meet APO Corp’s, APO FC’s, APO FC II’s or APO UK’s obligation to deliver Class A Shares in exchange of AOG Units on each Quarterly Exchange Date. This will be accomplished so as to result in APO Corp., APO FC, APO FC II and APO UK, if relevant, purchasing such Class A Shares, such that the acquisition of Class A Shares is a taxable event pursuant to Section 1001 of the Code.

SECTION 2.3 REGISTRATION, BLACKOUT PERIODS, CUTBACKS AND OWNERSHIP RESTRICTIONS.

(a)    In respect of each Quarterly Exchange Date:

(i)    At all times following the date hereof, the Issuer shall use commercially reasonable efforts to either (i) keep the registration statement on Form S-3 (Registration No. 333-188416) relating to the exchange of AOG Units for Class A Shares continuously effective or (ii) file and cause to become effective another registration statement on Form S-3 relating to the exchange of AOG Units for Class A Shares and keep any such other registration statement continuously effective (such effective registration statement used by the Issuer to comply with this sentence, the “Exchange Shelf Registration Statement”). Notwithstanding the foregoing, the Issuer shall be entitled to suspend the use of the prospectus included in the Exchange Shelf Registration Statement for a reasonable period of time not to exceed 90 days in succession or 180 days in the aggregate in any 12-month period (a “Suspension Period”) if the Company shall determine in its reasonable judgment that (A) it is not feasible for the Shareholder to use the prospectus for the exchange of Class A Shares because of the unavailability of audited or other required financial statements, provided that the Issuer shall use its reasonable efforts to obtain such financial statements as promptly as practicable, or (B) the filing or effectiveness of the prospectus relating to the Exchange Shelf Registration Statement would cause the disclosure of material, non-public information that the Issuer has a bona fide business purpose for preserving as confidential; provided, however, that any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from an Apollo Principal Holder, the Issuer shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Exchange Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered in connection with an exchange of Class A Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(ii)    If an underwritten Public Offering of any Class A Shares to be issued upon any exchanges in respect of a Quarterly Exchange Date is to occur and (A) such underwritten Public Offering does not occur, the Issuer, APO Corp., APO FC, APO FC II and APO UK will cancel all exchanges of the amount of AOG Units attributable to the Class A Shares to be offered in such underwritten Public Offering in respect of such Quarterly Exchange Date unless such Apollo Principal Holder shall have elected in Item 2.A of the notice of exchange to have any AOG Units attributable to such underwritten Public Offering exchanged notwithstanding the non-occurrence of such underwritten Public Offering, (B) the Issuer is advised that the underwriter or underwriters or agent of the Public Offering, as the case may be, intends to reduce or cut back the amount of Class A Shares to be offered in the Public Offering in the manner, and to the extent, contemplated by Article V of the Shareholders Agreement, the Issuer, APO Corp., APO FC, APO FC II and APO UK will reduce or cut back the amount of AOG Units to be exchanged in a B Exchange by an Apollo Principal Holder on the applicable Quarterly Exchange Date unless such Apollo Principal Holder shall have elected in Item 2.B or 2.C of the notice of exchange to have any AOG Units attributable to such cut backs exchanged nonetheless or (C) such underwritten Public Offering includes an over-allotment option, which option shall lapse un-exercised in whole or in part, the Issuer, APO Corp., APO FC, APO FC II and APO UK will reduce the amount of AOG Units to be exchanged by an Apollo Principal Holder in a B Exchange on the applicable Quarterly Exchange Date by the amount of AOG Units attributable to such un-exercised portion of the over-allotment amount unless such Apollo Principal Holder shall have elected in Item 2.D of the notice of exchange to have the AOG Units attributable to such un-exercised portion of the over-allotment exchanged nonetheless.

(b)    Notwithstanding anything to the contrary herein, an Apollo Principal Holder shall not be entitled to exchange AOG Units, and the Issuer, APO Corp., APO FC, APO FC II and APO UK shall have the right to refuse to honor any request for exchange of AOG Units, (i) at any time upon such request, if the Issuer, APO Corp., APO FC, APO FC II or APO UK shall reasonably determine that there may be material non-public information that the Issuer has a bona fide business purposes for preserving as confidential, provided, however, that this shall not restrict (a) any Apollo Principal Holder from exchanging AOG Units if it is anticipated that the material non-public information will become public prior to the date such Apollo Principal Holder sells the Class A Shares; or (b) any exchange of AOG Units where the sale of Class A Shares issued upon exchange will be made pursuant to a Rule 10b5-1 plan that was put in place by an Apollo Principal Holder (or a Qualifying Entity on behalf of such Apollo Principal Holder) when such Person was not in possession of material non-public information about the Issuer and its subsidiaries or (ii) if such exchange would be prohibited under applicable law or regulation.

SECTION 2.4 SPLITS, DISTRIBUTIONS AND RECLASSIFICATIONS.

If there is: (1) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the AOG Units it shall be accompanied by an identical subdivision or combination of the Class A Shares; or (2) any subdivision (by split, distribution, reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the Class A Shares it shall be accompanied by an identical subdivision or combination of the AOG Units. In the event of a reclassification or other similar transaction as a result of which the Class A Shares are converted into another security, then an Apollo Principal Holder shall be entitled to receive upon exchange the amount of such security that such Apollo Principal Holder would have received if such exchange had occurred immediately prior to the effective date of such reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any AOG Unit.

SECTION 2.5 CLASS A SHARES TO BE ISSUED.

The Issuer covenants that if any Class A Shares require registration with or approval of any governmental authority under any foreign, U.S. federal or state law before such Class A Shares may be issued upon exchange pursuant to this Article II, the Issuer shall use commercially reasonable efforts to cause such Class A Shares to be duly registered or approved, as the case may be. The Issuer shall use commercially reasonable efforts to list the Class A Shares required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Shares may be listed or traded at the time of such delivery. Nothing contained herein shall be construed to preclude the Issuer, APO Corp., APO FC, APO FC II or APO UK from satisfying their obligations in respect of the exchange of the AOG Units by delivery of Class A Shares which are held in the treasury of the Issuer, APO Corp., APO FC, APO FC II, APO UK or any of their subsidiaries.

SECTION 2.6 TAXES.

The delivery of Class A Shares upon exchange of AOG Units shall be made without charge to the Apollo Principal Holder for any stamp or other similar tax in respect of such issuance.

SECTION 2.7 DISPOSITION OF CLASS A SHARES ISSUED.

(a)    Each Apollo Principal Holder receiving Class A Shares as a result of a an A Exchange or a B Exchange hereunder, covenants to use reasonable best efforts (i) to effect a gratuitous transfer of such Class A Shares to any Charity, in the case of an A Exchange or (ii) to sell or otherwise dispose of such Class A Shares, in the case of a B Exchange, as promptly as practicable after the receipt thereof taking into account the circumstances surrounding such proposed transfer, sale or other disposition. Except with respect to any Apollo Principal Holder that is a Qualifying Entity (as defined below), any Apollo Principal Holder that is unable to transfer, sell or otherwise dispose of such Class A Shares in a prompt manner as set forth in the preceding sentence (but in any event, within ten (10) days) shall cause all such Class A Shares to be transferred immediately to a partnership, trust or other entity (other than a “grantor trust” or an entity otherwise disregarded as an entity separate from its parent for United States federal income tax purposes) (each, a “Qualifying Entity”). The Governing Body acknowledges that one or more events, such as an underwriter cutback, the unavailability of a registration, the possession of material non-public information, or general market dislocation may affect the timing of a proposed sale or disposition following an exchange. An Apollo Principal Holder that is a Qualifying Entity or any other Apollo Principal Holder who promptly transfers Class A Shares received as a result of an exchange to a Qualifying Entity, if in either case such Qualifying Entity participates in a Rule 10b5-1 plan under which it has agreed to sell such Class A Shares through such Qualifying Entity pursuant to such 10b5-1 plan in accordance with its terms, shall be deemed to be in compliance with this Section 2.7(a), Section 3.3 of the Roll-Up Agreements and Section 2.4(a) of the Agreement Among Principals.

(b)    Except with respect to any Apollo Principal Holder that is a Qualifying Entity, any other Apollo Principal Holder that exercises the right to exchange AOG Units as set forth in Section 2.1(a) shall provide certification to APO Corp. before giving effect to such exchange and in a form reasonably satisfactory to APO Corp., that to the best knowledge of such Apollo Principal Holder, such Apollo Principal Holder (i) does not own, (ii) will not own, immediately prior to the exchange pursuant to which such Apollo Principal Holder will receive such Class A Shares and (iii) will not be treated as owning immediately before or following such exchange, for U.S. federal income tax purposes, any other Class A Shares directly, indirectly, by attribution, or otherwise; provided that such Apollo Principal Holder may own Class A Shares through Qualifying Entities so long as all such Qualifying Entities do not own in the aggregate, and do not directly or indirectly cause the Apollo Principal Holder to be treated as owning for U.S. federal income tax purposes, Class A Shares that represent more than 19% of all outstanding Class A Shares, by value. Any Apollo Principal Holder that is a Qualifying Entity and that exercises the right to exchange AOG Units as set forth in Section 2.1(a) shall provide certification to APO Corp. before giving effect to such exchange and in a form reasonably satisfactory to Apo Corp., that to the best knowledge of such Apollo Principal Holder, (i) such Apollo Principal Holder is a Qualifying Entity, and (ii) neither such Apollo Principal Holder nor any direct or indirect partner of such Apollo Principal Holder that is an individual owns or will own immediately before or following such exchange, or for U.S. federal income tax purposes is deemed to own or will be deemed to own immediately before or following such exchange, Class A Shares that represent more than 19% of all outstanding Class A Shares by value. Notwithstanding the foregoing, any Apollo Principal Holder who holds Class A Shares pursuant to the Issuer’s 2007 Omnibus Equity Incentive Plan as may be amended, modified or supplemented from time to time, or any successor or similar plan will, with the consent of the Governing Body, be permitted to exclude such Class A Shares from this certification.

(c)    To the extent permitted by applicable law, the Issuer shall take all reasonable and necessary action to cooperate with any Apollo Principal Holder who shall have notified the Issuer of its intention to implement a 10b5-1 plan for a Qualifying Entity (including for any such Apollo Principal Holder that is a Qualifying Entity) to implement such 10b5-1 plan, including: (i) cooperating directly with the broker or brokers who will administer such 10b5-1 plan, (ii) promptly advising any broker or brokers identified in advance to the Issuer as administering such 10b5-1 plan of any Suspension Period (as defined in the Shareholders Agreement) applicable to any re-sale shelf registration statement under which sales of Class A Shares are then being made by such broker or brokers on behalf of a Qualifying Entity pursuant to such 10b5-1 plan and (iii) to the extent the Chief Compliance or Legal Officer of the Issuer (or any designee thereof) is entitled under any applicable policy of the Issuer to review and pre-approve the 10b5-1 plan, such review consists of determining that the 10b5-1 plan conforms to all requirements of Section 240.10b5-1(c)(1)(i) of the Code of Federal Regulations as then in effect and conforms to any other applicable legal requirements deemed appropriate by the Issuer. For the avoidance of doubt, nothing in this Section 2.7(c) shall override any rights or obligations of the parties to the Shareholders Agreement.

ARTICLE III
GENERAL PROVISIONS

SECTION 3.1 AMENDMENT.

(a)    The provisions of this Agreement may be amended by the affirmative vote or written consent of each of the Apollo Principal Entities and, by the affirmative vote or written consent of the holders of at least a majority of the interests of the AOG Units (excluding AOG Units held by the Issuer, APO LLC, APO FC, APO FC II, APO UK and APO Corp. or any of their respective subsidiaries); provided that any matter relating solely to A Exchanges shall also require the consent of the Issuer; provided, further, that no amendment to this Agreement that by its terms disproportionately adversely affects any particular Apollo Principal Holder may be made without the consent of such Apollo Principal Holder.

(b)    Each Apollo Principal Holder hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or written consent of less than all of the Apollo Principal Holders, such action may be so taken upon the concurrence of less than all of the Apollo Principal Holders and each Apollo Principal Holder shall be bound by the results of such action.

SECTION 3.2 ADDRESSES AND NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.2):

(a)    If to the Issuer, to:

Apollo Global Management, LLC
9 West 57^th Street, 43^rd Floor
New York, New York 10019
Attention: John J. Suydam, Esq.
Electronic Mail: jsuydam@apollolp.com

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064

Attention: Gregory A. Ezring, Esq., Monica K. Thurmond, Esq. and Catherine Goodall, Esq.

Electronic mail: gezring@paulweiss.com, mthurmond@paulweiss.com and cgoodall@paulweiss.com

(b)    If to any Apollo Principal Entity:

c/o Apollo Global Management, LLC
9 West 57^th Street, 43^rd Floor
New York, New York 10019
Attention: John J. Suydam, Esq.
Electronic Mail: jsuydam@apollolp.com

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064

Attention: Gregory A. Ezring, Esq., Monica K. Thurmond, Esq. and Catherine Goodall, Esq.

Electronic mail: gezring@paulweiss.com, mthurmond@paulweiss.com and cgoodall@paulweiss.com

(c)    If to any Apollo Principal Holder, to the address set forth on Schedule I.

SECTION 3.3 FURTHER ACTION.

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

SECTION 3.4 BINDING EFFECT.

(a)    This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

(b)    No Apollo Principal Holder shall transfer AOG Units to any Person, who is not a party to this Agreement without first obtaining an agreement from such Person to be a party to this Agreement as an Apollo Principal Holder; provided that the foregoing condition shall not apply to transfers of AOG Units to the Issuer, APO Corp., APO FC, APO FC  II, APO LLC, APO UK or any of their respective subsidiaries or to any Apollo Principal Entities.

(c)    The Issuer shall cause any Person who hereafter becomes a member of the Apollo Operating Group to execute an agreement to be a party to this Agreement as an Apollo Principal Entity.

SECTION 3.5 SEVERABILITY.

If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 3.6 INTERACTION.

This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 3.7 WAIVER.

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

SECTION 3.8 SUBMISSION TO JURISDICTION: WAIVER OF JURY TRIAL.

(a)    Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b)    Notwithstanding the provisions of paragraph (a) in the case of matters relating to an A Exchange, the Issuer may bring, and in the case of matters relating to a B Exchange, APO Corp., APO FC, APO FC II and APO UK may cause any Apollo Principal Entity to bring, on behalf of the Issuer, APO Corp., APO FC, APO FC II, APO UK or such Apollo Principal Entity or on behalf of one or more Apollo Principal Holders, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Apollo Principal Holder (i) expressly consents to the application of paragraph (c) of this Section 3.8 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Issuer, in the case of matters relating to an A Exchange and APO Corp., in the case of matters relating to a B Exchange, as such Apollo Principal Holder’s agents for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Apollo Principal Holders of any such service of process, shall be deemed in every respect effective service of process upon the Apollo Principal Holders in any such action or proceeding.

(c)    (i)    EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum designated by this paragraph (c) has a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii)    The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 3.8 and such parties agree not to plead or claim the same.

(d)    Notwithstanding any provision of this Agreement to the contrary, this Section 3.8 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 3.8, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 3.8. In that case, this Section 3.8 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 3.8 shall be construed to omit such invalid or unenforceable provision.

SECTION 3.9 COUNTERPARTS.

This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 3.9.

SECTION 3.10 TAX TREATMENT.

To the extent this Agreement imposes obligations upon a particular Apollo Principal Entity or APO LLC, this Agreement shall be treated as part of the relevant Apollo Principal Entity Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations. The parties shall report any A Exchange consummated hereunder, as a tax-free contribution of AOG Units pursuant to Section 721 of the Code. The parties shall report (a) any B Exchange consummated hereunder as a taxable sale to APO Corp., APO FC, APO FC II and APO UK, as applicable, of AOG Units by an Apollo Principal Holder. No party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority unless otherwise required by applicable law.

SECTION 3.11 TAX OFFSET

Each Apollo Principal Holder that effects a B Exchange pursuant to Section 2.1(a)(ii) shall promptly pay to APO Corp., upon the request of APO Corp., an amount equal to the sum of its pro rata share, based on the percentage of AOG Units exchanged by such Apollo Principal Holder of the total AOG Units exchanged by all Apollo Principal Holders in such B Exchange, of (a) any increase in the U.S. federal, state and local income tax payable, or the fair value, as determined by APO Corp., of any increase in the amount of any tax attributes, including net operating losses, utilized, in any taxable period by APO Corp., as a result of income allocated to APO Corp. from any Apollo Principal Entities of which APO Corp. holds AOG Units immediately after the relevant B Exchange, but in which APO LLC, APO FC, APO FC II or APO UK (or any other subsidiary of AGM) also owns AOG Units and (b) any increase in the U.S. federal, state and local income tax payable, or the fair value, as determined by APO Corp., of any increase in the amount of tax attributes, including net operating losses, utilized, in any taxable period by APO Corp. as a result of any payments received by APO Corp. pursuant to clause (a) of this Section 3.11. Each Apollo Principal Holder may offset any payment due under this Section 3.11 by any amounts owed to such Apollo Principal Holder by APO Corp. At the request of an Apollo Principal Holder, APO Corp. will promptly provide to the requesting Apollo Principal Holder a copy of the calculation of the amount determined to be due from the Apollo Principal Holder pursuant this Section 3.11, and to respond to reasonable questions from the requesting Apollo Principal Holder (or its advisor) regarding the calculation. Any dispute regarding such calculation shall be resolved pursuant to Section 3.8.

SECTION 3.12 APPLICABLE LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

APOLLO GLOBAL MANAGEMENT, LLC

By:    AGM Management, LLC,

its Manager

By: BRH Holdings GP, Ltd.,

its Sole Member

By: /s/ John J. Suydam    

John J. Suydam

Vice President

APOLLO PRINCIPAL HOLDINGS I, L.P.

By:    Apollo Principal Holdings I GP, LLC,    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS II, L.P.

By:     Apollo Principal Holdings II GP, LLC,    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS III, L.P.

By:    Apollo Principal Holdings III GP, Ltd.,    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS IV, L.P.

By:    Apollo Principal Holdings IV GP, Ltd.,    its General Partner

By: /s/ John J. Suydam        John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS V, L.P.

By:    Apollo Principal Holdings V GP, LLC,    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS VI, L.P.

By:    Apollo Principal Holdings VI GP, LLC,    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS VII, L.P.

By:    Apollo Principal Holdings VII GP, Ltd.    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS VIII, L.P.

By:    Apollo Principal Holdings VIII GP, LLC,    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS IX, L.P.

By:    Apollo Principal Holdings IX GP, Ltd.,    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS X, L.P.

By:    Apollo Principal Holdings X GP, Ltd.,    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

APOLLO PRINCIPAL HOLDINGS XI, LLC

By: /s/ Dominic Fry    

Dominic Fry

Manager

AMH HOLDINGS (CAYMAN), LP

By:    AMH Holdings GP, Ltd.,    its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President and Secretary

AP PROFESSIONAL HOLDINGS, L.P.

By:    BRH Holdings GP, Ltd.,

its General Partner

By: /s/ John J. Suydam    

John J. Suydam

Vice President

SCHEDULE I

Notices

AP Professional Holdings, L.P.

c/o Apollo Global Management, LLC

9 West 57^th Street, 43^rd Floor

New York, New York 10019

Attention: John J. Suydam, Esq.

Electronic Mail: jsuydam@apollolp.com

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Gregory A. Ezring, Esq., Monica K. Thurmond, Esq. and Catherine Goodall, Esq.

Electronic mail: gezring@paulweiss.com, mthurmond@paulweiss.com and cgoodall@paulweiss.com

EXHIBIT A

FORM OF

NOTICE OF EXCHANGE (A Exchange)

Apollo Global Management, LLC

9 West 57th Street

New York, NY 10019

Attention: John J. Suydam

Fax: (212) 515-3251

Electronic Mail: jsuydam@apollolp.com

Reference is hereby made to the Fourth Amended and Restated Exchange Agreement, dated as of [•], 2016 (the “Exchange Agreement”), among Apollo Global Management LLC, Apollo Principal Holdings I L.P., Apollo Principal Holdings II L.P., Apollo Principal Holdings III L.P., Apollo Principal Holdings IV L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, AMH Holdings (Cayman), L.P., and the Apollo Principal Holders from time to time party thereto, as amended or amended and restated from time to time, in accordance with its terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

A separate Notice of Exchange should be completed for each individual or legal entity that is an Apollo Principal Holder or will become an Apollo Principal Holder following the exchange.

The undersigned Apollo Principal Holder (or individual or legal entity who will become an Apollo Principal Holder following the exchange) desires to exchange the number of AOG Units set forth below to be issued in its name as set forth below:

Legal Name of Apollo Principal Holder:	[ ]
Address:	[ ]
Number of AOG Units to be exchanged: Indicate if the Apollo Principal Holder is submitting a Notice of Exchange (B Exchange) concurrently with this notice.	[ ] Yes □ No □

The undersigned acknowledges that the number of AOG Units to be exchanged pursuant to this notice shall be equal to the lesser of (x) the number of AOG Units set forth above, and (y) the number of AOG Units that the undersigned is permitted to exchange taking into account any subsequent revocation permitted by Section 2.2(b) of the Exchange Agreement, any concurrent notice to effect a B Exchange permitted by Section 2.2(a)(ii) of the Exchange Agreement, and any limitations imposed pursuant to Section 2.3of the Exchange Agreement. The undersigned acknowledges that AOG Units to be exchanged in connection with an underwritten Public Offering and the AOG Units to be exchanged other than in connection with an underwritten Public Offering may be exchanged on different dates as provided in the Exchange Agreement.

The undersigned (1) hereby represents that the AOG Units set forth above are beneficially owned by the undersigned, (2) hereby exchanges such AOG Units for Class A Shares as set forth in the Exchange Agreement, and (3) hereby irrevocably constitutes and appoints any officer of the Apollo Principal Entities, APO LLC, APO FC, APO FC II, APO UK, APO Corp., or the Issuer as its attorney, with full power of substitution, to exchange said AOG Units on the books of the Apollo Principal Entities for Class A Shares on the books of the Issuer, with full power of substitution in the premises.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.

Name:

Dated:

EXHIBIT B

FORM OF

NOTICE OF EXCHANGE (B Exchange)

APO Corp.

APO (FC), LLC

APO (FC II), LLC

APO UK, LLC

c/o     Apollo Global Management, LLC

9 West 57^th Street

New York, NY 10019

Attention: John J. Suydam

Fax: (212) 515-3251

Electronic Mail: jsuydam@apollolp.com

Reference is hereby made to the Fourth Amended and Restated Exchange Agreement, dated as of [•], 2016 (the “Exchange Agreement”), among Apollo Global Management LLC, Apollo Principal Holdings I L.P., Apollo Principal Holdings II L.P., Apollo Principal Holdings III L.P., Apollo Principal Holdings IV L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, AMH Holdings (Cayman), L.P., and the Apollo Principal Holders from time to time party thereto, as amended or amended and restated from time to time, in accordance with its terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

A separate Notice of Exchange should be completed for each individual or legal entity that is an Apollo Principal Holder or will become an Apollo Principal Holder following the exchange.

The undersigned Apollo Principal Holder (or individual or legal entity who will become an Apollo Principal Holder following the exchange) desires to exchange the number of AOG Units set forth below to be issued in its name as set forth below:

Legal Name of Apollo Principal Holder:	[ ]
Address:	[ ]
1. TOTAL Number of AOG Units to be Exchanged 1.A Indicate if the Apollo Principal Holder is submitting a Notice of Exchange (A Exchange) concurrently with this notice.	[ ] Yes □ No □
2. With respect to any amount of Class A Shares issuable upon exchange of AOG Units which are to be offered in an underwritten Public Offering, please make the following elections:
2.A Election if Underwritten Offering Does Not Occur As to the amount of AOG Units described in 2. above with respect to which exchanged Class A Shares will be offered in an underwritten Public Offering, and which offering does not occur as contemplated by Section 2.3(ii)(A) of the Exchange Agreement, the Apollo Principal Holder hereby elects that all of such Apollo Principal Holder’s AOG Units that would have been offered in such offering are to be exchanged nonetheless	Yes □ No □
2.B Election for Cutback Scenario A (0-25% Cutback and Partial Exchange): As to the amount of AOG Units described in 2. above with respect to which exchanged Class A Shares will be offered in an underwritten Public Offering, the Apollo Principal Holder hereby elects that, if an underwriter/agent cutback of between 0-25% of the offered amount is imposed in connection with the offering as contemplated by Section 2.3(ii)(B) of the Exchange Agreement, all of such Apollo Principal Holder’s AOG Units attributable to such 0-25% cutback are to be exchanged nonetheless	Yes   □   No   □
2.C Election for Cutback Scenario B (26-100% Cutback and Partial Exchange): As to the amount of AOG Units described in 2. above with respect to which exchanged Class A Shares will be offered in an underwritten Public Offering, the Apollo Principal Holder hereby electsthat, if an underwriter/agent cutback of between 26-100% of the offered amount is imposed in connection with the offering as contemplated by Section 2.3(ii)(B) of the Exchange Agreement, all of such Apollo Principal Holder’s AOG Units attributable to such 26-100% cutback are to be exchanged nonetheless	Yes   □   No   □
2.D Election for any Un-Exercised Portion of Over-Allotment Option (Greenshoe): As to the amount of AOG Units set forth under 2. above that will be subject to a customary over-allotment option, the Apollo Principal Holder hereby elects that, if the over-allotment option shall lapse un-exercised in whole or in part as contemplated by Section 2.3(ii)(C) of the Exchange Agreement, all of such Apollo Principal Holder’s AOG Units attributable to the un-exercised portion of the over-allotment option are to be exchanged nonetheless, as follows:          (I) in an underwritten Public Offering not subject to any underwriter/agent cutback:         (II) in an underwritten Public Offering subject to Cutback Scenario A above:         (III) in an underwritten Public Offering subject to Cutback Scenario B above:	(I) Yes □ No □ (II) Yes □ No □ (III) Yes □ No □
2.E Election Regarding Class A Shares to be Used in an Over-Allotment Option (Greenshoe) To the extent an underwritten Public Offering involves a customary over-allotment option (typically 15% of the shares offered in the base offering), the Apollo Principal Holder hereby elects that any Class A Shares offered by such Apollo Principal Holder in any over-allotment option would be allocated from the following sources (please check each box that applies)	□ to come from a portion of the amount of total AOG Units to be exchanged set forth under 1. above (amount, if known: ________)  □ to come from RSU shares or other Class A Shares (amount, if known: ________)

THIS NOTICE OF EXCHANGE AND THE ELECTIONS SET FORTH HEREIN ARE IRREVOCABLE EXCEPT TO THE EXTENT REVOCATION OF EXCHANGES IS PERMITTED UNDER THE EXCHANGE AGREEMENT. PLEASE NOTE THAT A LIMIT ORDER AS TO PRICE OR QUANTITY OF CLASS A SHARES TO BE SOLD UPON EXCHANGE OF AOG UNITS, OR ANY OTHER DIRECTION OR INSTRUCTION TO A BROKER, CUSTODIAN, UNDERWRITER OR AGENT, INCLUDING BY WAY OF POWER OF ATTORNEY, AS TO AMOUNTS OF CLASS A SHARES SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UPON EXCHANGE, WILL NOT GOVERN THE AMOUNT OF AOG UNITS EXCHANGED HEREUNDER.

The undersigned acknowledges that the number of AOG Units to be exchanged pursuant to this notice shall be equal to the lesser of (x) the number of AOG Units set forth above, and (y) the number of AOG Units that the undersigned is permitted to exchange taking into account the elections set forth above, any subsequent revocation permitted by Section 2.2(b)of the Exchange Agreement, any concurrent notice to effect an A Exchange permitted by Section 2.2(a)(ii) of the Exchange Agreement, and any limitations imposed pursuant to Section 2.3 of the Exchange Agreement.

The undersigned acknowledges that AOG Units to be exchanged in connection with an underwritten Public Offering and the AOG Units to be exchanged other than in connection with an underwritten Public Offering may be exchanged on different dates as provided in the Exchange Agreement.

The undersigned (1) hereby represents that the AOG Units set forth above are beneficially owned by the undersigned, (2) hereby exchanges such AOG Units for Class A Shares as set forth in the Exchange Agreement, and (3) hereby irrevocably constitutes and appoints any officer of the Apollo Principal Entities, APO LLC, APO FC, APO FC II, APO UK, APO Corp., or the Issuer as its attorney, with full power of substitution, to exchange said AOG Units on the books of the Apollo Principal Entities for Class A Shares on the books of the Issuer, with full power of substitution in the premises.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.

Name: ______________________________________

Dated: ______________________________________

106037459 v10

EX-10.20

Exhibit 10.20

PROPRIETARY & CONFIDENTIAL

EXECUTION VERSION

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

APOLLO PRINCIPAL HOLDINGS XI, LLC

Dated April 11, 2016

and agreed amongst the parties hereto to be effective as of April 11, 2016

THE ORDINARY SHARES AND OTHER UNITS OF APOLLO PRINCIPAL HOLDINGS XI, LLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED LIABILITY COMPANY AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS

Page

Article I DEFINITIONS1

Definitions 1

Article II FORMATION, TERM, PURPOSE AND POWERS8

Formation 8

Name 8

Term 8

Offices 8

2.05. Agent for Service of Process 8

Business Purpose 8

Powers of the Board 8

Members; Admission of New Members 9

Withdrawal of Withdrawing Member 9

Withdrawal 9

Article III MANAGEMENT9

Voting Rights of Members 9

Authority of the Board 10

Board Membership. 10

Board Meetings and Procedures. 11

Compensation 12

Expenses 12

Authority of the Members 12

Action by Written Consent or Ratification of the Members 13

Officers. 13

Article IV DISTRIBUTIONS14

Distributions 14

Liquidation Distribution 15

Limitations on Distribution 15

TAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS 15

Initial Capital Contributions 15

No Additional Capital Contributions 15

Capital Accounts 15

Allocations of Profits and Losses 16

Special Allocations 16

Tax Allocations 17

Tax Advances 17

ction 5.08. Tax Matters 18

Other Allocation Provisions 18

Article VI BOOKS AND RECORDS; REPORTS19

Books and Records 19

Article VII ORDINARY SHARES, VOTING SHARES AND OTHER UNITS19

Units 19

Certificates 20

Register 20

Registered Members 20

Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS20

Member Transfers 20

. Encumbrances 21

Further Restrictions 21

Rights of Assignees 22

Admissions, Withdrawals and Removals 22

Admission of Assignees as Substitute Members 22

Withdrawal and Removal of Members 23

Article IX DISSOLUTION, LIQUIDATION AND TERMINATION23

No Dissolution 23

Events Causing Winding Up 23

Distribution upon Winding Up 23

Time for Liquidation 24

Termination 24

Claims of the Members 24

Survival of Certain Provisions 24

Article X LIABILITY AND INDEMNIFICATION24

Liability of Members. 24

Indemnification. 25

Article XI MISCELLANEOUS27

Severability 27

11.02. Notices 27

Cumulative Remedies 27

Binding Effect 28

Interpretation 28

Counterparts 28

Further Assurances 28

Entire Agreement 28

Governing Law 28

Expenses 28

Amendments and Waivers 29

No Third Party Beneficiaries 30

Headings 30

ion 11.14. Construction 30

Power of Attorney 30

Letter Agreements; Schedules 31

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

APOLLO PRINCIPAL HOLDINGS XI, LLC

This AMENDED AND RESTATED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Apollo Principal Holdings XI, LLC, an Anguilla limited liability company (the “Company”) is dated April 11, 2016 and agreed by and among the Withdrawing Member (as defined herein) and the Members (as defined herein) to be effective as of April 11, 2016.

WHEREAS, the Company was formed as a limited liability company pursuant to the Act (as defined herein) by (a) Finsco Limited, an authorized person of the Company, causing the filing of the certificate of formation and articles of formation of the LLC with the Registrar of Companies of Anguilla referred to in Section 11 of the Act on April 13, 2015, and (b) the execution of the initial limited liability company agreement of the Company as of December 17, 2015 (the “Original Agreement”) by the Withdrawing Member.

WHEREAS, the Withdrawing Member and the Members wish to amend and restate the Original Agreement effective as of April 11, 2016 to (i) effect the admission of each Member, as member, (ii) effect the withdrawal of the Withdrawing Member, and (iii) make the additional changes set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:

Article IDEFINITIONS

Section 1.01.Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

“Act” means the Limited Liability Company Act, Interim Revised Statutes of Anguilla, Chapter 6.

“Additional Credit Amount” has the meaning set forth in Section 4.01(b)(ii).

“Adjusted Capital Account Balance” means, with respect to each Member, the balance in such Member’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Member is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

“Agreement” has the meaning set forth in the recitals.

“Amended Tax Amount” has the meaning set forth in Section 4.01(b)(ii).

“AP Professional” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.

“APO Corp.” means APO Corp., a Delaware corporation.

“APH X GP” means Apollo Principal Holdings X GP, Ltd., a Cayman Islands exempted company.

“APO UK (FC)” means APO UK (FC), Limited, a United Kingdom incorporated company.

“Apollo Operating Group” means each of the Company, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and Apollo Management Holdings, L.P., a Delaware limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A, as amended from time to time.

“Applicable Tax Representative” means, with respect to a tax matter, the Tax Matters Member or the Partnership Representative (each in its capacity as such), as applicable.

“Assignee” has the meaning set forth in Section 8.04.

“Assumed Tax Rate” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Members.

“BBA Audit Rules” means subchapter C of Chapter 63 of the Code (sections 6221 through 6241 of the Code), as enacted by the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law.

“Board” means the board of Managers of the Company that manages and controls the Company pursuant to this Agreement.

“Business Day” means any calendar day that is not a Saturday, Sunday or other calendar day on which commercial banking institutions are required or authorized to be closed in the City of New York.

“Capital Account” means the separate capital account maintained for each Member in accordance with Section 5.03.

“Capital Contribution” means, with respect to any Member, the aggregate amount of money contributed to the Company and the Carrying Value of any property (other than money), net of any liabilities assumed by the Company upon contribution or to which such property is subject, contributed to the Company pursuant to Article V.

“Carrying Value” means, with respect to any Company asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Company shall be their respective gross fair market values on the date of contribution as determined by the Board, and the Carrying Values of all Company assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Company interest by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Company assets to a Member; (c) the date a Company interest is relinquished to the Company; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the Board; provided, however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the Board to reflect the relative economic interests of the Members. The Carrying Value of any Company asset distributed to any Member shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

“Certificate” means the certificate of formation issued by the Registrar of Companies in connection with the formation of the Company.

“Class” means the classes of Units into which the interests in the Company may be classified or divided from time to time pursuant to the provisions of this Agreement.

“Class A Shares” means the Class A Shares of the Issuer representing Class A limited liability company interests of the Issuer.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Company” has the meaning set forth in the recitals.

“Company Minimum Gain” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Contingencies” has the meaning set forth in Section 9.03(a).

“Control” (including the terms “Controlled by” and “under common Control with”)means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Covered Person” and “Covered Persons” have the meanings set forth in Section 10.02(a).

“Credit Amount” has the meaning set forth in Section 4.01(b)(ii).

“Creditable Foreign Tax” means a non-United States tax paid or accrued for United States federal income tax purposes by the Company, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a Member receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.

“Distributable Cash” means cash received by the Company from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the Board may determine to be appropriate.

“Encumbrance” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Agreement” means the second amended and restated exchange agreement dated as of March 5, 2014 among the Issuer, the Apollo Operating Group, and the equity owners of the Apollo Operating Group entities from time to time, as amended from time to time.

“Exchange Transaction” means an exchange of Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Member shall mutually agree, a Transfer of Units to the Issuer, the Company or any of their subsidiaries for other consideration.

“Final Adjudication” has the meaning set forth in Section 10.02(a).

“Final Tax Amount” has the meaning set forth in Section 4.01(b)(ii).

“Fiscal Year” means (i) the period commencing upon the formation of the Company and ending on December 31, 2015 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

“Fund” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its subsidiaries.

“Incapacity” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

“Issuer” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.

“Issuer Manager” means AGM Management, LLC, a limited liability company formed under the laws of the State of Delaware and the manager of the Issuer, or any successor manager of the Issuer.

“Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Company or any Member, as the case may be.

“Liquidation Agent” has the meaning set forth in Section 9.03.

“Manager” means a natural person serving as a member of the Board, who shall be considered a “manager” within the meaning of the Act.

“Members” means APH X GP, AP Professional, and APO UK (FC), and each of the Persons from time to time listed as a member in the books and records of the Company, each in such Person’s capacity as a member of the Company.

“Member Nonrecourse Debt Minimum Gain” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Company Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“Member Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

“Net Taxable Income” has the meaning set forth in Section 4.01(b)(i).

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Company for a Fiscal Year equals the net increase, if any, in the amount of Company Minimum Gain of the Company during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

“Operating Group Units” refers to units in the Apollo Operating Group, each of which represents one limited partner interest or limited liability company interest in each of the limited partnerships or limited liability companies, as the case may be, that comprise the Apollo Operating Group and any other securities issued or issuable in exchange for or with respect to such Operating Group Units (i) by way of a dividend, split or combination of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation or other reorganization. All calculations in respect of the Operating Group Units shall assume that all Operating Group Units shall have vested fully as of the date of determination.

“Ordinary Shares” means the Units of limited liability company interest in the Company designated as the “Ordinary Shares” herein and having the rights pertaining thereto as are set forth in this Agreement.

“Original Agreement” has the meaning set forth in the recitals.

“Partnership Representative” means, for any taxable year of the Company to which the BBA Audit Rules apply, APO UK (FC) acting in the capacity of the “partnership representative” (as such term is defined under the BBA Audit Rules) or such other Person as is appointed to be the “partnership representative” by the Board from time to time.

“Percentage Interest” means, with respect to any Member, the quotient obtained by dividing the number of Units then owned by such Member by the number of Units then owned by all Members, in each case excluding all Voting Shares.

“Person” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

“Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income or loss of the Company, or particular items thereof, determined in accordance with the accounting method used by the Company for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Company that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the Board may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Company not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

“Roll-up Agreements” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO Asset Co, LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.

“SEC” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Similar Law” means any law or regulation that could cause the underlying assets of the Company to be treated as assets of the Member by virtue of its member interest in the Company and thereby subject the Company and the Board (or other persons responsible for the investment and operation of the Company’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

“Tax Advances” has the meaning set forth in Section 5.07.

“Tax Amount” has the meaning set forth in Section 4.01(b)(i).

“Tax Distributions” has the meaning set forth in Section 4.01(b)(i).

“Tax Matters Member” means, for any taxable year of the Company subject to the TEFRA Audit Rules, APO UK (FC) acting in the capacity of the “tax matters partner” of the Company (as such term was defined in section 6231(a)(7) of the Code under the TEFRA Audit Rules) or such other Person as may be appointed to be the “tax matters partner” by the Board from time to time.

“TEFRA Audit Rules” means subchapter C of Chapter 63 of the Code (sections 6221 through 6234 of the Code), as enacted by the Tax Equity and Fiscal Responsibility Act of 1982, Pub. L. No. 97-248, 96 Stat. 324, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law, but excluding the BBA Audit Rules.

“Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

“Treasury Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Units” means the Ordinary Shares, the Voting Shares and any other Class of Units authorized in accordance with this Agreement, which shall constitute interests in the Company as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Company at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Member as provided in this Agreement, together with the obligations of such Member to comply with all terms and provisions of this Agreement.

“Voting Member” means a registered holder of Voting Shares, in such Person’s capacity as such. For the avoidance of doubt, each such Voting Member is a “member” of the Company within the meaning of the Act.

“Voting Shares” means the Units of limited liability company interest in the Company designated as the “Voting Shares” herein and having the voting rights pertaining thereto as are set forth in this Agreement.

“Withdrawing Member” means APO UK (FC), LLC, an Anguilla limited liability company.

Article IIFORMATION, TERM, PURPOSE AND POWERS

Section 2.01.Formation. The Company was formed as a limited liability company under the provisions of the Act on April 13, 2015. Each of the parties hereto agrees that this Agreement shall be effective as of April 11, 2016. The Company is hereby continued pursuant to the Act and this Agreement. If requested by the Board, the Members shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the Board to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited liability company under the laws of Anguilla, (b) if the Board deems it advisable, the operation of the Company as a limited liability company in all jurisdictions where the Company proposes to operate and (c) all other filings required to be made by the Company.

Section 2.02.Name. The name of the Company shall be, and the business of the Company shall be conducted under the name of, Apollo Principal Holdings XI, LLC

Section 2.03.Term. The term of the Company commenced on the date of the issuance of the Certificate, and the term shall continue until the final distribution of all remaining assets of the Company following dissolution of the Company in accordance with Article IX.

Section 2.04.Offices. The Company may have offices at such places as the Board from time to time may select.

Section 2.05.Agent for Service of Process. The Company’s registered agent for service of process and registered office in Anguilla shall be Finsco Limited, Mitchell House, P.O. Box 174, The Valley, Anguilla British West Indies, or as otherwise determined by the Board from time to time.

Section 2.06.Business Purpose. The Company shall have the power to engage in any lawful act or activity for which limited liability companies may be formed under the Act and engage in any and all activities necessary or incidental thereto.

Section 2.07.Powers of the Board. Subject to the limitations set forth in this Agreement, the Board will possess and may exercise all of the powers and privileges granted by the Act to managers of a limited liability company that is managed exclusively by its managers, including, without limitation, the ownership and operation of the assets contributed to the Company by the Members, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Company set forth in Section 2.06.

Section 2.08.Members; Admission of New Members. Upon its execution of this Agreement, (a) each of APH X GP, APO UK (FC), and AP Professional is hereby admitted as a Member of the Company, and (b) each of APH X GP and APO UK (FC) is admitted as a Voting Member. The Board, the Members and the Withdrawing Member agree the Company shall continue as a limited liability company under the Act after the admission of the Members. The rights, duties and liabilities of the Members shall be as provided in the Act, except as is otherwise expressly provided herein, and the Members consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Member in accordance with Section 8.05 and Section 8.06; provided, however, that each new Member shall execute and deliver to the Board or its designee an appropriate supplement or counterpart or instrument of adherence to this Agreement pursuant to which the new Member agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.

Section 2.09.Withdrawal of Withdrawing Member. Immediately following the admission of the Members, the Withdrawing Member hereby withdraws as a member of the Company and shall (a) receive a return of its initial capital contribution, if any, (b) cease to be a Member of the Company, and (c) have no further right, interest or obligation of any kind whatsoever as a Member of the Company. The Board, the Members and the Withdrawing Member agree the Company shall continue as a limited liability company under the Act after the withdrawal of the Withdrawing Member.

Section 2.10.Withdrawal. No Member shall have the right to withdraw as a Member of the Company other than (a) as set forth in Section 2.09, and (b) following the Transfer of all Units owned by such Member in accordance with Article VIII.

Article IIIMANAGEMENT

Section 3.01.Voting Rights of Members.

(a)The power to elect the Board shall be vested exclusively in the Voting Members in accordance with Section 3.03(a).

(b)Each Voting Share shall be entitled to one vote. A total of 100 Voting Shares shall be authorized and issued at all times.

(c)Upon their respective execution of this Agreement, each of APH X GP and APO UK (FC) shall hold 50 Voting Shares.

(d)Unless agreed by the Board and approved by a majority of the Voting Shares, the voting arrangement set forth in this Section 3.01 shall not change.

(e)For the avoidance of doubt, Ordinary Shares bear no right to vote on any matters relating to the Company.

Section 3.02.Authority of the Board.

(a)The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Board, which may from time to time delegate authority to officers or to others to act on behalf of the Board.

(b)The Members hereby agree that the Board, acting without the consent of any Member except as otherwise expressly required by this Agreement, shall be and hereby is authorized to (i) open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company on deposit in such accounts, as may be deemed by the Board to be necessary, appropriate or otherwise in the best interests of the Company and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare and file, or cause to be prepared and filed, by mail, facsimile or telephone, for and on behalf of the Company, an Application for Employer Identification Number on United States Internal Revenue Service Form SS-4, and to prepare, execute and file with the appropriate authorities such other federal, state or local applications, forms and papers on behalf of the Company as may be required by Law or deemed by the Board to be necessary, appropriate or otherwise in the best interests of the Company, as applicable; (iii) pay on behalf of the Company any and all fees and expenses incident to and necessary to perfect the organization of the Company; (iv) compromise the obligation of any Member to make a contribution or return of money or other property paid or distributed in contravention of the Act; and (v) admit any Person as an additional Member. Notwithstanding any other provision of this Agreement, the Company, acting by the Board, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Member, but such authorization shall not be deemed a restriction on the power of the Company or the Board acting on behalf of the Company to enter into, and to perform its obligations under, other agreements on behalf of the Company. The Members agree that the Board may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Company that the Board deems appropriate and that any prior acts of the Company and the Board acting on behalf of the Company, consistent with the foregoing authorizations, are hereby ratified and confirmed.

(c)Each of the Managers in his or her capacity as such shall be considered a “manager” within the meaning of the Act. A Manager acting individually in his or her capacity as such will have the power to bind the Company.

Section 3.03.Board Membership.

(a)The Board shall consist of at least three Managers. The holders of a majority of the Voting Shares shall have the right to elect each of the Managers. Managers need not be Members. A majority of the Managers shall be residents of the United Kingdom.

(b)Any Manager may be removed at any time, with or without cause, by the holders of a majority of the Voting Shares.

(c)Any Manager may resign at any time by so notifying the chairperson in writing. Such resignation shall take effect upon receipt of such notice by the chairperson or at such later time as is therein specified, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

(d)If at any time a vacancy is created on the Board by reason of the incapacity, death, removal or resignation of any Manager, the vacancy will be filled by another individual selected in accordance with Section 3.03(a).

Section 3.04.Board Meetings and Procedures.

(a)The Board shall hold regular meetings at such time and place within the United Kingdom as shall be determined by the Board. Special meetings of the Board may be called at any time by any Manager. Written notice shall be required with respect to any meeting of the Board, and written notice of any special meeting shall specify the purpose of the special meeting. Unless waived by all of the Managers in writing (before, during or after a meeting) or with respect to any Manager at such meeting, prior notice of any regular or special meeting (including reconvening a meeting following any adjournments or postponements thereof) shall be given to each Manager at least three Business Days (or one Business Day in the case of clear and urgent need) before the date of such meeting. Notice of any meeting need not be given to any Manager who shall submit, either before, during or after such meeting, a signed waiver of notice. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except when the Manager attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not properly called or convened.

(b)No action may be taken by the Board unless a quorum is present. A quorum shall consist of the presence, in person or by proxy, of a majority of all of the Managers of which a majority are resident in the United Kingdom.

(c)The Board shall act by majority vote of all Managers present at the meeting, and each Manager shall have one vote.

(d)No Manager shall be disqualified from acting on any matter because such Manager is interested in the matter to be acted upon by the Board so long as all material aspects of such matter have been disclosed prior to Board action in reasonable detail to all Managers who are to act on such matter.

(e)Each Manager may authorize another person or persons to vote and act for such Manager by proxy, and such person or persons holding such proxy shall be counted towards the determination of whether a quorum of the Board is present, as well as for all other purposes when counting votes or attendance of the Manager who has provided such proxy. One person may hold more than one proxy.

(f)Any action required or permitted to be taken by the Board (or any committee thereof) may be taken without a meeting, if at least two-thirds of the Managers then in office consent in writing to such action.

(g)The Board (and each committee thereof) shall cause to be kept at a location within the United Kingdom a book of minutes of all of its resolutions or actions by written consent and in which there shall be recorded with respect to each meeting of the Board (or any committee thereof) the time and place of such meeting, whether regular or special (and if special, how called), the names of those present and the proceedings thereof.

(h)Managers may participate in a meeting of the Board (or any committee thereof) by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(i)The Board may elect, by majority of all Managers then in office, a United Kingdom resident chairperson, who shall either be an executive chairperson or a nonexecutive chairperson. At each meeting of the Board, the chairperson shall preside and, in his or her absence, Managers by a majority vote of those present may appoint any United Kingdom resident member of the Board to preside at such meeting. The secretary of the Company (or such other person as shall be designated by the Board Managers) shall act as secretary at each meeting of the Board. In case the secretary shall be absent from any meeting of the Board, an assistant secretary shall perform the duties of secretary at such meeting or the person presiding at the meeting may appoint any person to act as secretary of the meeting.

(j)The Board may designate one or more committees to take any action that may be taken hereunder by the Board, which committees shall take actions under such procedures (not inconsistent with this Agreement) as shall be designated by it.

Section 3.05.Compensation. The Managers shall not be entitled to any compensation for services rendered to the Company in their capacity as such.

Section 3.06.Expenses. The Company shall bear and/or reimburse (i) the Managers for any expenses incurred by them in connection with serving on the Board, and (ii) Issuer and APO UK (FC), with respect to the Company’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO UK (FC) but excluding obligations incurred under the Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013 among APO Corp. and the Apollo Operating Group entities party thereto, as amended from time to time or as supplemented by an analogous agreement with Affiliated entities, by the Issuer, income tax expenses of the Issuer or APO UK (FC) and indebtedness incurred by the Issuer or APO UK (FC).

Section 3.07.Authority of the Members. No Member, in its capacity as such, shall participate in or have any control over the business of the Company. Except as expressly provided herein, the Units do not confer any rights upon the Members to participate in the affairs of the Company described in this Agreement. Except as expressly provided herein, the Members shall have no right to vote on any matter involving the Company, including with respect to any merger, consolidation, combination or conversion of the Company. The conduct, control and management of the Company shall be vested exclusively in the Board. In all matters relating to or arising out of the conduct of the operation of the Company, the decision of the Board shall be the decision of the Company. No Member who is not also a Manager (and acting in such capacity) shall take any part in the management or control of the operation or business of the Company in_. its capacity as a Member, nor shall any Member who is not also a Manager (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Company in his or its capacity as a Member in any respect or assume any obligation or responsibility of the Company or of any other Member. Notwithstanding the foregoing, the Company may employ one or more Members from time to time, and such Members, in their capacity as employees of the Company (and not, for clarity, in their capacity as Members of the Company), may take part in the control and management of the business of the Company to the extent such authority and power to act for or on behalf of the Company has been delegated to them by the Board.

Section 3.08.Action by Written Consent or Ratification of the Members. Any action required or permitted to be taken by the Members pursuant to this Agreement shall be taken if all Members whose consent or ratification is required consent thereto or provide a consent or ratification in writing.

Section 3.09.Officers.

(a)The Board may delegate responsibility for all or some of the day-to-day operations of the Company to officers of the Company. All officers shall have such authority and perform such duties as may be provided in this Agreement or, to the extent not so provided, by resolution passed by the Board. One person may hold more than one office. The officers, to the extent of their powers set forth in this Agreement or as delegated to them by the Board, are agents of the Company and the actions of the officers taken in accordance with such powers shall bind the Company.

(b)The secretary of the Company will generally perform all the duties usually appertaining to the office of secretary of a limited liability company.

(c)The Board may designate such other persons as authorized persons of the Company to take such actions as the Board may approve, including, but not limited to, execution of documents on behalf of the Company.

(d)Each officer shall hold office until he or she is removed in accordance with clause (f) below or his or her earlier death, disability or resignation. Any vacancy occurring in any of the officers of the Company, for any reason, shall be filled by action of the Board.

(e)Any officer may resign at any time by giving written notice to the Board. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

(f)Each officer shall be subject to removal, for any reason or no reason, by the Board.

(g)The compensation and terms of employment of all of the officers shall be fixed by the Board.

Article IVDISTRIBUTIONS

Section 4.01.Distributions.

(a)With respect to any distribution to be made to holders of Ordinary Shares, the amount to be distributed with respect to each Ordinary Share shall be equal to the quotient obtained by dividing the total amount to be distributed with respect to all such Ordinary Shares divided by the number of Ordinary Shares outstanding as of the distribution record date. All other distributions of Distributable Cash shall be made, at the discretion of the Board, to the Members pro rata in accordance with their respective Percentage Interests.

(b)Tax Distributions.

(i)In addition to the foregoing, if the Board reasonably determines that the taxable income of the Company for a Fiscal Year will give rise to taxable income for the Members (“Net Taxable Income”), the Board shall cause the Company to distribute Distributable Cash in respect of income tax liabilities (the “Tax Distributions”) to the extent that other distributions made by the Company for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the Board’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Members, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.

(ii)Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the Board shall make an amended calculation of the Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and shall cause the Company to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Company in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Company in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Company files a tax return on Form 1065, the Board shall make a final calculation of the Tax Amount of such Fiscal Year (the “Final Tax Amount”) and shall cause the Company to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

Section 4.02.Liquidation Distribution. Distributions made upon dissolution of the Company shall be made as provided in Section 9.03.

Section 4.03.Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the Board shall not make a Company distribution to any Member if such distribution would violate the Act or other applicable Law.

Article VCAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS

Section 5.01.Initial Capital Contributions. The Members, other than APH X GP, have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Ordinary Shares as specified in the books and records of the Company. As a Voting Member, APH X GP has no obligation to make any Capital Contribution.

Section 5.02.No Additional Capital Contributions. Except as otherwise provided in this Article V, no Member shall be required to make additional Capital Contributions to the Company without the consent of such Member or permitted to make additional Capital Contributions to the Company without the consent of the Board.

Section 5.03.Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Member, other than a Person who holds no Units other than Voting Shares, in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Member shall be credited with such Member’s Capital Contributions, if any, all Profits allocated to such Member pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05; and shall be debited with all Losses allocated to such Member pursuant to Section 5.04, any items of loss or deduction of the Company specially allocated to such Member pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Member and the liabilities to which such property is subject) distributed by the Company to such Member. Any references in any section of this Agreement to the Capital Account of a Member shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Company in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. For the avoidance of doubt, a Voting Member shall not be entitled to any allocations or distributions from the Company.

Section 5.04.Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Company) shall be allocated in a manner such that the Capital Account of each Member after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Company were distributed to the Members pursuant to this Agreement, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the Board shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Member’s interest in the Company.

Section 5.05.Special Allocations. Notwithstanding any other provision in this Article V:

(a)Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain or Member Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Company taxable year, the Members shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(b)Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in such Member’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(c)Gross Income Allocation. If any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; providedthat an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

(d)Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.

(e)Member Nonrecourse Deductions. Member Nonrecourse Deductions for any taxable period shall be allocated to the Member who bears the economic risk of loss with respect to the liability to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f)Creditable Foreign Taxes. Creditable Foreign Taxes for any taxable period attributable to the Company, or an entity owned directly or indirectly by the Company, shall be allocated to the Members in proportion to the Members’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.

(g)Ameliorative Allocations. Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the net amount that would have been allocated to each Member if such allocations pursuant to Section 5.05(b) or (c) had not occurred.

Section 5.06.Tax Allocations. For income tax purposes, each item of income, gain, loss and deduction of the Company shall be allocated among the Members in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the Board and permitted by the Code and Treasury Regulations) so as to take account of the difference between Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the Board shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Member’s interest in the Company.

Section 5.07.Tax Advances. To the extent the Board reasonably believes that the Company is required by Law to withhold or to make tax payments on behalf of or with respect to any Member (including pursuant to section 6225 of the BBA Audit Rules) or the Company is subjected to tax itself by reason of the status of any Member (“Tax Advances”), the Board may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Member. For all purposes of this Agreement such Member shall be treated as having received the amount of the distribution that is equal to the Tax Advance. If a Tax Advance is required to be made by the Company and the Board determines that such amount is allocable to the interest in the Company of a Person that is at such time a Member, such Tax Advance shall be treated as being made on behalf of or with respect to such Member for purposes of this Section 5.07 whether or not the tax in question applies to a taxable period of the Company during which such Member held an interest in the Company. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Company’s failure to withhold or make a tax payment on behalf of such Member which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Member pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Member. To the extent that any liability with respect to a Tax Advance relates to a former Member that has withdrawn, sold, assigned, pledged, mortgaged, charged, or otherwise transferred all or part of its interest in the Company, such former Member (which in the case of a partial withdrawal, sale, assignment, pledge, mortgage, charge or other transfer shall include a continuing Member with respect to the portion of its interest in the Company so withdrawn, sold, assigned, pledged, mortgaged, charged or transferred) shall indemnify the Company for its allocable portion of such liability. Each Member acknowledges that, notwithstanding the withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer of all or any portion of its interest in the Company, it may remain liable, pursuant to this Section 5.07, for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules).

Section 5.08.Tax Matters. With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Member shall be permitted to take any and all actions under the TEFRA Audit Rules and shall have any powers necessary to perform fully in such capacity. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules). The Company shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Company, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Company, shall be made by the Applicable Tax Representative, in consultation with the Company’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Applicable Tax Representative. The Applicable Tax Representative shall keep the other Members reasonably informed as to any tax actions, examinations or proceedings relating to the Company and shall submit to the other Members, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Company. As soon as reasonably practicable after the end of each Fiscal Year, the Company shall send to each Member a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax law as a result of the Company’s activities or investments, with respect to such Fiscal Year. The Company also shall provide the Members with such other information as may be reasonably requested for purposes of allowing the Members to prepare and file their own tax returns. The Company shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Company for federal income tax purposes to account for the varying interests of the Members for the Fiscal Year.

Section 5.09.Other Allocation Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03, Section 5.04 and Section 5.05 may be amended at any time by the Board if the Board believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Members. Furthermore, the Board shall use its reasonable best efforts to cause its subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such subsidiaries assets consistent with the adjustments to Carrying Values of the Company’s assets hereunder.

Article VIBOOKS AND RECORDS; REPORTS

Section 6.01.Books and Records.

(a)At all times during the continuance of the Company, the Board shall arrange for the preparation and maintenance of separate books of account for the Company.

(b)Except as limited by Section 6.01(c), each Member shall have the right to receive, for a purpose reasonably related to such Member’s interest as a Member in the Company, upon reasonable written demand stating the purpose of such demand and at such Member’s own expense:

(i)a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney (if applicable) pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and

(ii)promptly after their becoming available, copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(c)The Board may keep confidential from the Members, for such period of time as the Board determines in its sole discretion, (i) any information that the Board reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the Board believes is not in the best interests of the Company, could damage the Company or its business or that the Company is required by Law or by agreement with any third party to keep confidential.

Article VIIORDINARY SHARES, VOTING SHARES AND OTHER UNITS

Section 7.01.Units. Interests in the Company shall be represented by Units. The Units initially are comprised of two Classes designated as Ordinary Shares and Voting Shares. Each outstanding Ordinary Share has the same rights and privileges to share in allocations and distributions as each other outstanding Ordinary Share. The Board may establish, from time to time in accordance with such procedures as the Board shall determine from time to time, other Classes, one or more series of any such Classes, or other Company securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Company securities), as shall be determined by the Board, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Company distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Company; (iv) whether, and the terms and conditions upon which, the Company may or shall be required to redeem the Units or other Company securities (including sinking fund provisions); (v) whether such Unit or other Company security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Company security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Company securities; and (viii) the right, if any, of the holder of each such Unit or other Company security to vote on Company matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Company securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Ordinary Shares, the Voting Shares and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

Section 7.02.Certificates. The Company shall issue certificates of limited liability company interests evidencing the Units. Each certificate shall identify the particular Class of Units represented by such certificate. Each certificate evidencing any Unit shall bear an appropriate legend indicating the existence of this Agreement and the restrictions on Transfer contained herein. All certificates shall be signed by an authorized officer of the Company. Any such signature may be a facsimile. No certificate shall be issued in bearer form. The Company may issue a new certificate of Units in place of any certificate previously issued by it that is alleged to have been lost, stolen or destroyed. The Company may require the owner of the lost, stolen or destroyed certificate, or its legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate.

Section 7.03.Register. The register of the Company shall be the definitive record of ownership of each Unit and all relevant information, including voting rights, with respect to each Member.

Section 7.04.Registered Members. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

Article VIIIFORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

Section 8.01.Member Transfers.

(a)No Member or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Board, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Board may require) as are determined by the Board, in each case in the Board’s sole discretion. Any such determination in the Board’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by Law, null and void.

(b)Subject to Section 8.03, the Board may consider consenting to an exchange or Transfer of Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Units in connection with an Exchange Transaction, the Percentage Interests of the Members shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Units owned by the exchanging Member and an increase in the number of Units owned by APO UK (FC).

(c)Subject to Section 8.04, the Board may consider consenting to an exchange or Transfer of Units by a Member that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.

Section 8.02.Encumbrances. No Member or Assignee may create an Encumbrance with respect to all or any portion of its Units or other interest in the Company (or any beneficial interest therein) unless the Board consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the Board, in the Board’s sole discretion. Consent of the Board shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by Law, null and void.

Section 8.03.Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Member or Assignee if:

(a)such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b)such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;

(c)such Transfer would cause (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Board to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise;

(d)to the extent requested by the Board, the Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Board, as determined in the Board’s sole discretion; or

(e)such Transfer would create a substantial risk that the Company would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.

Section 8.04.Rights of Assignees. Subject to Section 8.05 and Section 8.06, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Member which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Member. The transferring Member will remain a Member even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Company as a Member pursuant to Section 8.05 or Section 8.06. Any transferring Member will remain liable to the Company as contemplated by Section 5.07 and shall, if requested by the Board, expressly acknowledge such liability in such agreements as may be entered into by such Member in connection with such transfer.

Section 8.05.Admissions, Withdrawals and Removals.

(a)No Member will be removed or entitled to withdraw from being a Member of the Company except in accordance with Section 8.07.

(b)Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Member will cause the commencement of winding up or the dissolution of the Company. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

Section 8.06.Admission of Assignees as Substitute Members. An Assignee will become a substitute Member only if and when each of the following conditions is satisfied:

(a)the Board consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Board, in each case in the Board’s sole discretion;

(b)if required by the Board, the Board receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Member) that are in a form satisfactory to the Board (as determined in its sole discretion);

(c)if required by the Board, the Board receives an opinion of counsel satisfactory to the Board to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and

(d)if required by the Board, the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company).

Section 8.07.Withdrawal and Removal of Members.

(a)If a Member ceases to hold any Units, then such Member shall cease to be a Member and to have the power to exercise any rights or powers of a Member.

(b)Unless otherwise determined by the Board in its sole and absolute discretion, notwithstanding the provisions of section 24(2) of the Act, a Person shall not cease to be a Member by reason of (i) the commencement and continuation for more than 120 days of any proceedings against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law, or (ii) the appointment without such Member’s consent or acquiescence of a trustee, receiver or liquidator of the Member or of all or any substantial part of such Member’s properties, which appointment has not been vacated within 90 days after the later of (x) such appointment or (y) the expiration of any stay entered within 90 days after such appointment.

Article IXDISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.01.No Dissolution. Except as required by the Act, the Company shall not commence winding up nor be dissolved by the admission of additional Members or withdrawal of Members in accordance with the terms of this Agreement. The Company may be wound up, liquidated, dissolved, and terminated only pursuant to the provisions of this Article IX, and the Members hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Company or a sale or partition of any or all of the Company assets.

Section 9.02.Events Causing Winding Up. The Company shall be wound up upon the occurrence of any of the following events:

(f)any event which makes it unlawful for the business of the Company to be carried on by the Members;

(g)the written consent of the Board and holders of a majority of Voting Shares;

(h)any other event expressly set out in the Act not inconsistent with any provision hereof requiring the Company to be wound up and dissolved;

(i)if there are no remaining Managers; provided that the Company will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if holders of a majority of Voting Shares consent to or ratify the continuation of the business of the Company and the appointment of at least one Manager within 90 days following the occurrence of any such event.

Section 9.03.Distribution upon Winding Up. Upon the commencement of the winding up of the Company, the Board, or any other Person designated by the Board (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Board determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with the Act (to the extent applicable) and this Agreement. The proceeds of any liquidation shall be applied and distributed in the following order:

(a)First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by Law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and

(b)The balance, if any, to the Members, pro rata to each of the Members in accordance with their Percentage Interests.

Section 9.04.Time for Liquidation. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05.Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the holders of Units in the manner provided for in this Article IX.

Section 9.06.Claims of the Members. The Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members shall have no recourse against the Company or any other Member or any other Person. No Member with a negative balance in such Member’s Capital Account shall have any obligation to the Company or to the other Members or to any creditor or other Person to restore such negative balance during the existence of the Company, upon dissolution or termination of the Company or otherwise, except to the extent required by the Act.

Section 9.07.Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 11.09 shall survive the termination of the Company.

Article XLIABILITY AND INDEMNIFICATION

Section 10.01.Liability of Members.

(a)No Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act.

(b)This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Members hereto or on their respective Affiliates. Further, the Members hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Company are only as expressly set forth in this Agreement and those required by the Act.

(c)Subject to the Act, to the extent that, at law or in equity, any Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member, the Members acting under this Agreement will not be liable to the Company or to any such other Member for their good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Member otherwise existing at law or in equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto.

(d)The Board may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the Board on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the Board will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

Section 10.02.Indemnification.

(c)Each Manager (including any former Manager), the Applicable Tax Representative, and each Member (including any former Member), in his capacity, as such, and to the extent such Member participates, directly or indirectly, in the Company’s activities (each, a “Covered Person” and collectively, the “Covered Persons”) shall not be liable to the Company or, to the extent applicable, to any of the other Members for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Company and that failed to satisfy the duty of care owed pursuant to the Company or as otherwise required by Law.

(d)A Covered Person shall be indemnified to the fullest extent permitted by Law by the Company against any losses, claims, damages, liabilities, and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Member or its activities on behalf of the Company, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the Board or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Company or any of its Affiliates has or had a financial interest; provided that the Company may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Company shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such, action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02, and in any suit in the name of the Company to recover expenses advanced pursuant to the terms of an undertaking the Company shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02. In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Company (or any Member acting derivatively or otherwise on behalf of the Company or the Members). The Board may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Company (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Member shall be personally liable with respect to any such claim for indemnity or reimbursement. The Board may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Company to secure the Company’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02. Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02.

(e)To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Members, the Covered Person shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of each such Covered Person.

Article XIMISCELLANEOUS

Section 11.01.Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.02.Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02):

(a)If to the Company, to:

Apollo Principal Holdings XI, LLC

9 West 57^th St., 43^rd Floor

New York, NY 10019
United States of America

(b)If to any Member, to:

Apollo Principal Holdings XI, LLC

9 West 57^th St., 43^rd Floor

New York, NY 10019
United States of America

(c)If to the Board, to:

Apollo Principal Holdings XI, LLC

9 West 57^th St., 43^rd Floor

New York, NY 10019
United States of America

Section 11.03.Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

Section 11.04.Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 11.05.Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

Section 11.06.Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.06.

Section 11.07.Further Assurances. Each Member shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 11.08.Entire Agreement.

(a)This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

(b)For the avoidance of doubt, each of the Members that serve as a senior managing director of any of the Apollo Operating Group entities or their subsidiaries may from time to time enter into agreements with the Company in respect of the terms of such service.

Section 11.09.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Anguilla. To the fullest extent permitted by applicable law, the Board and each Member hereby agree that any claim, action or proceeding by any Member seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Company’s business or affairs shall be brought only in the courts of Anguilla. EACH MEMBER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.10.Expenses. Except as otherwise specified in this Agreement, the Company shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

Section 11.11.Amendments and Waivers.

(a)This Agreement (including any Annexes hereto) may be amended, supplemented, waived or modified by the written consent of holders of a majority of Voting Shares; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further, that the Board may, without the written consent of any Member or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the Board determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Company; (ii) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement; (iii) a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company; (iv) any amendment, supplement, waiver or modification that the Board determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Company and any other changes that the Board determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Company including a change in the dates on which distributions are to be made by the Company.

(b)No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c)The Board may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a limited liability company interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Company and each of its Members to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all limited liability company interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.

(d)Except as may be otherwise required by Law in connection with the winding-up, liquidation, or dissolution of the Company, each Member hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Company’s property.

(e)Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Member, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the Board, and (ii) the Members shall be deemed a party to and bound by such amendment of this Agreement.

Section 11.12.No Third Party Beneficiaries.

(a)Subject to Section 11.12(b), this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02).

(b)Any Covered Person not being a party to this Agreement, may enforce any rights granted to it pursuant to this Agreement in its own right as if it was a party to this Agreement.

(c)Notwithstanding any term of this Agreement, the consent of or notice to any Person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under this Agreement at any time.

Section 11.13.Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 11.14.Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by Law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

Section 11.15.Power of Attorney. Each Member, by its execution hereof, hereby irrevocably makes, constitutes and appoints the Board as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of registration of the Company and all amendments thereto required or permitted by Law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Members have agreed to provide upon a matter receiving the agreed support of Members) deemed advisable by the Board to carry out the provisions of this Agreement (including the provisions of Section 8.04) and Law or to permit the Company to become or to continue as a limited liability company in each jurisdiction where the Company may be doing business; (d) all instruments that the Board deems appropriate to reflect a change or modification of this Agreement or the Company in accordance with this Agreement, including, without limitation, the admission of additional Members or substituted Members pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the Board to effect the liquidation and termination of the Company; and (f) all fictitious or assumed name certificates required or permitted (in light of the Company’s activities) to be filed on behalf of the Company.

Section 11.16.Letter Agreements; Schedules. Notwithstanding the provisions of this Agreement, including Section 11.11, it is hereby acknowledged and agreed that the Board on its own behalf or on behalf of the Company without the approval of any Member or any other Person may enter into a side letter or similar agreement to or with a Member which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Member shall govern with respect to such Member notwithstanding the provisions of this Agreement. The Board may from time to time execute and deliver to the Members schedules which set forth information contained in the books and records of the Company and any other matters deemed appropriate by the Board. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 11.17.Partnership Status. Except and until such time as the parties determine otherwise, the parties intend to treat the Company as a partnership for United States federal, state and local income tax purposes. Except as otherwise notified in writing by the parties, the Board hereby agrees to take all reasonable actions (or, if applicable, refrain from taking any action) as may be reasonably required in order for the Company to be treated as a partnership for United States federal, state and local income tax purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a deed of the date first written above.

Members:

APO UK (FC), LIMITED

By:    /s/ Sanjay Patel            

Name:    Sanjay Patel

Title:    Director

APOLLO PRINCIPAL HOLDINGS X GP, LTD.

By:    /s/ Shari L. Verschell            

Name:    Shari L. Verschell

Title:    Vice President

AP PROFESSIONAL HOLDINGS, L.P.

By:    BRH Holdings GP, Ltd.,

its general partner

By:    /s/ John J. Suydam            

Name:    John J. Suydam

Title:    Vice President

Withdrawing Member:

APO UK (FC), LLC

By:    Apollo Global Management, LLC,

its sole member

By:    AGM Management, LLC,

its sole manager

By:    /s/ John J. Suydam            

Name:    John J. Suydam

Title:    Vice President

Annex A

701500.0030 EAST 110214371 v11

EX-10.24

Exhibit 10.24

EXECUTION VERSION

JOINDER, dated as of May 5, 2016 (this “Joinder”), to the SHAREHOLDERS AGREEMENT (the “Agreement”) of APOLLO GLOBAL MANAGEMENT, LLC, a Delaware limited liability company (the “Company”), dated as of July 13, 2007, as amended by the First Amendment and Joinder dated as of August 18, 2009, by and among the Company, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, MJH Partners, L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, APO (FC), LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P. and Apollo Management Holdings, L.P.

WHEREAS, each of Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership (“APH X”), AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH (Cayman)”), and Apollo Principal Holdings XI, LLC, an Anguilla limited liability company (“APH XI”), has become a member of the Apollo Operating Group and Section 7.3 of the Agreement requires the Company to cause any new member of the Apollo Operating Group to agree to be bound by Article VII of the Agreement;

WHEREAS, APO (FC II), LLC, an Anguilla limited liability company and wholly owned subsidiary of the Company (“APO FC II”), has acquired ownership interests in APH X and agrees to be bound by Article VII of the Agreement; and

WHEREAS, APO UK (FC), Limited, a United Kingdom incorporated company and wholly owned subsidiary of the Company (“APO UK”), has acquired ownership interests in APH XI and agrees to be bound by Article VII of the Agreement.

NOW, THEREFORE, pursuant to the terms of the Agreement, and in consideration of the above premises, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1 Defined Terms.

Capitalized terms used but not defined herein shall have the respective meanings given to them in the Agreement.

1.2 Joinder to the Agreement.

(a)    Pursuant to Section 7.3 of the Agreement, each of APH X, AMH (Cayman) and APH XI hereby agrees to become a party to the Agreement solely in connection with Article VII of the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of Article VII of the Agreement as though an original party thereto and shall be deemed a member of the “Apollo Operating Group” and a “Company Indemnifying Party” for all purposes thereof.

(b)    Each of APO FC II and APO UK hereby agrees to become a party to the Agreement solely in connection with Article VII of the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of Article VII of the Agreement as though an original party thereto and shall be deemed a “Company Indemnifying Party” for all purposes thereof.

1.3 No Other Amendments or Waivers; Integration.

Except as expressly amended by this Joinder, the Agreement shall remain in full force and effect, enforceable in accordance with its terms. Except as specifically set forth herein, this Joinder is not a consent to any waiver or modification of any other term or condition of the Agreement or any of the instruments or documents referred to in the Agreement and shall not prejudice any rights that the parties thereto may now or hereafter have under or in connection with the Agreement or any of the instruments or documents referred to therein. Except as specifically set forth herein, this Joinder shall be interpreted in a manner consistent with the terms of the Agreement.

1.4 Governing Law.

THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).

1.5 Counterparts and Facsimile Execution.

This Joinder may be executed in any number of counterparts, including by facsimile or other electronic transmission, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

* * * * *

IN WITNESS WHEREOF, the undersigned have caused this Joinder to be duly executed and delivered, all as of the date first set forth above.

Agreed and acknowledged solely in connection with Article VII of the Agreement:
APOLLO PRINCIPAL HOLDINGS X, L.P.
By:	Apollo Principal Holdings X GP, Ltd., its General Partner
By:	/s/ John J. Suydam
	John J. Suydam Vice President

AMH HOLDINGS (CAYMAN), L.P.
By:	AMH Holdings GP, Ltd., its General Partner
By:	/s/ John J. Suydam
	John J. Suydam Vice President and Secretary

APO (FC II), LLC
By:	/s/ John J. Suydam
	John J. Suydam Vice President and Secretary

APO UK (FC), LIMITED
By:	/s/ William Kuesel
	William Kuesel Director

APOLLO PRINCIPAL HOLDINGS XI, LLC
By:	/s/ Dominic Fry
	Dominic Fry Manager

Acknowledged and Agreed:

APOLLO GLOBAL MANAGEMENT, LLC
By:	AGM Management, LLC, its Manager
By:	BRH Holdings GP, Ltd., its Sole Member
By:	/s/ John J. Suydam
	John J. Suydam Vice President

1

EX-10.48

Exhibit 10.48

EXECUTION VERSION

GUARANTOR JOINDER AGREEMENT

SUPPLEMENT NO. 2, dated as of February 1, 2016 (the “Supplement”), to the Credit Agreement, dated as of December 18, 2013 (as the same (x) was supplemented by Supplement No.1, dated as of January 30, 2015, by Apollo Principal Holdings X L.P., a Cayman Islands exempted limited partnership, and (y) may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Term Loans (the “Term Facility Borrower”) and a Revolving Facility Borrower (as defined below); (ii) Apollo Management, L.P., a Delaware limited partnership, Apollo Capital Management, L.P., a Delaware limited partnership, Apollo International Management, L.P., a Delaware limited partnership, AAA Holdings, L.P., a Guernsey limited partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX L.P., a Cayman Islands exempted limited partnership, ST Holdings GP, LLC, a Delaware limited liability company, and ST Management Holdings, LLC, a Delaware limited liability company (such entities, together with Apollo Management Holdings, L.P., collectively, the “Revolving Facility Borrowers”, and the Revolving Facility Borrowers, together with the Term Facility Borrower, collectively, the “Borrowers” and each a “Borrower”); (iii) the Guarantors party thereto (collectively, the “Existing Guarantors”); (iv) the lenders party thereto from time to time (the “Lenders”); (v) the issuing banks party thereto from time to time; and (vi) JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. Each Existing Guarantor has entered into the Credit Agreement in order to induce the Lenders to make Loans and each Issuing Bank to issue Letters of Credit.

C. Section 5.07 of the Credit Agreement provides that additional Material AGM Operating Group Entities must become Guarantors under the Credit Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Material AGM Operating Group Entity (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Credit Agreement in order to induce the Lenders to maintain and/or make additional Loans and each Issuing Bank to maintain and/or issue additional Letters of Credit, and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the New Guarantor agrees as follows:

SECTION 1. In accordance with Section 5.07 of the Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all terms and provisions of the Credit Agreement applicable to it as a Guarantor thereunder. In furtherance of the foregoing, the New Guarantor does hereby guarantee to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, the prompt payment of the Loan Obligations in full when due as set forth in the Credit Agreement. Each reference to a “Guarantor” in the Credit Agreement and in this Supplement shall be deemed to include the New Guarantor. The Credit Agreement is hereby incorporated herein by reference.

SECTION 2. The New Guarantor represents and warrants to the Administrative Agent that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

SECTION 3. This Supplement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this Supplement that bears the signature of the New Guarantor. Delivery of an executed counterpart to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed original.

SECTION 4. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

SECTION 5.THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

SECTION 6. In the event any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement.

SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, disbursements and other charges of one primary outside counsel to the Administrative Agent.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the New Guarantor has duly executed this Supplement to the Credit Agreement as of the day and year first above written.

APOLLO PRINCIPAL HOLDINGS XI, LLC

By: APO UK (FC), LLC, its sole member

By: Apollo Global Management, LLC, its sole member

By: AGM Management, LLC, its manager

By: /s/ Jessica L. Lomm     Name: Jessica L. Lomm     Title: Assistant Secretary

Doc#: US1:10411873v5

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Leon Black, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 of Apollo Global Management, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 10, 2016

/s/ Leon Black

Leon Black

Chief Executive Officer

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Martin Kelly, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 of Apollo Global Management, LLC

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 10, 2016

/s/ Martin Kelly

Martin Kelly

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leon Black, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2016

/s/ Leon Black

Leon Black

Chief Executive Officer

* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin Kelly, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2016

/s/ Martin Kelly

Martin Kelly

Chief Financial Officer

* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 05, 2016
Entity Information [Line Items]
Entity Registrant Name	Apollo Global Management LLC
Entity Central Index Key	0001411494
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Trading Symbol	APO
Amendment Flag	false
Common Class B Shares
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		1
Common Class A Shares
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		183,401,191

XML

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Assets:
Cash and cash equivalents	$ 542,483	$ 612,505
Restricted cash	5,356	5,700
Investments	1,133,559	1,154,749
Other assets	96,476	95,844
Carried interest receivable	490,403	643,907
Due from affiliates	261,903	247,835
Deferred tax assets	650,175	646,207
Goodwill	88,852	88,852
Intangible assets, net	28,132	28,620
Total Assets	4,360,767	4,559,808
Liabilities:
Accounts payable and accrued expenses	98,661	92,012
Accrued compensation and benefits	50,131	54,836
Deferred revenue	175,536	177,875
Due to affiliates	594,254	594,536
Profit sharing payable	257,504	295,674
Debt	1,046,012	1,025,255
Other liabilities	43,025	43,387
Total Liabilities	$ 3,173,773	$ 3,170,827
Commitments and Contingencies
Apollo Global Management, LLC shareholders’ equity:
Additional paid in capital	$ 1,957,692	$ 2,005,509
Accumulated deficit	(1,403,254)	(1,348,384)
Accumulated other comprehensive loss	(5,078)	(7,620)
Total Apollo Global Management, LLC shareholders’ equity	549,360	649,505
Total Shareholders’ Equity	1,186,994	1,388,981
Total Liabilities and Shareholders’ Equity	4,360,767	4,559,808
Common Class A Shares
Apollo Global Management, LLC shareholders’ equity:
Common shares	0	0
Common Class B Shares
Apollo Global Management, LLC shareholders’ equity:
Common shares	0	0
Consolidated Variable Interest Entities
Assets:
Cash and cash equivalents	33,133	56,793
Investments, at fair value	963,793	910,566
Other assets	59,582	63,413
Liabilities:
Other liabilities	74,032	85,982
Consolidated Entities
Assets:
Cash and cash equivalents	6,920	4,817
Apollo Global Management, LLC shareholders’ equity:
Non-Controlling Interests in consolidated entities	89,000	86,561
Non-Controlling Interests in Apollo Operating Group
Apollo Global Management, LLC shareholders’ equity:
Non-Controlling Interests in consolidated entities	$ 548,634	$ 652,915

XML

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Common Stock, Shares Authorized (in shares)	Unlimited
Common Class A Shares
Par value (in USD per share)
Shares issued (in shares)	183,401,191	172,188,169
Shares outstanding (in shares)	183,401,191	172,188,169
Common Class B Shares
Par value (in USD per share)
Shares issued (in shares)	1	1
Shares outstanding (in shares)	1	1

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues:
Advisory and transaction fees from affiliates, net	$ 7,999	$ 9,543
Management fees from affiliates	233,795	224,889
Carried interest income (loss) from affiliates	(120,968)	68,592
Total Revenues	120,826	303,024
Compensation and benefits:
Salary, bonus and benefits	97,234	87,633
Equity-based compensation	14,002	20,103
Profit sharing expense	(37,605)	48,629
Total Compensation and Benefits	73,631	156,365
Interest expense	7,873	7,440
General, administrative and other	27,744	22,771
Professional fees	16,434	14,964
Occupancy	9,822	9,958
Placement fees	1,764	1,520
Depreciation and amortization	4,631	10,978
Total Expenses	141,899	223,996
Other Income (Loss):
Net gains (losses) from investment activities	(56,469)	2,118
Net gains from investment activities of consolidated variable interest entities	1,319	1,328
Loss from equity method investments	(3,817)	(1,061)
Interest income	585	725
Other income (loss), net	(253)	4,874
Total Other Income (Loss)	(58,635)	7,984
Income (Loss) before income tax (provision) benefit	(79,708)	87,012
Income tax (provision) benefit	5,147	(5,514)
Net Income (Loss)	(74,561)	81,498
Net (income) loss attributable to Non-Controlling Interests	41,733	(50,571)
Net Income (Loss) Attributable to Apollo Global Management, LLC	$ (32,828)	$ 30,927
Distributions declared per Class A Share (USD per share)	$ 0.28	$ 0.86
Net Income (Loss) Per Class A Share:
Net Income Per Class A Share - Basic (USD per share)	(0.19)	0.09
Net Income Per Class A Share - Diluted (USD per share)	$ (0.19)	$ 0.09
Weighted Average Number of Class A Shares - Basic (in shares)	182,665,330	165,968,620
Weighted Average Number of Class A Shares - Diluted (in shares)	182,665,330	165,968,620

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ (74,561)	$ 81,498
Other Comprehensive Income (Loss), net of tax:
Allocation of currency translation adjustment of consolidated CLOs and funds (net of taxes of $0.6 million for Apollo Global Management, LLC for the three months ended March 31, 2016 and $0.0 million for Non-Controlling Interests in Apollo Operating Group for the three months ended March 31, 2016)	6,101	(10,207)
Net gain from change in fair value of cash flow hedge instruments	26	26
Net loss on available-for-sale securities	(951)	(33)
Total Other Comprehensive Income (Loss), net of tax	5,176	(10,214)
Comprehensive Income (Loss)	(69,385)	71,284
Comprehensive (Income) Loss attributable to Non-Controlling Interests	39,099	(45,395)
Comprehensive Income (Loss) Attributable to Apollo Global Management, LLC	$ (30,286)	$ 25,889

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Parenthetical - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statement of Comprehensive Income [Abstract]
OCI, foreign currency translation gain (loss), tax	$ 0.6	$ 0.0
OCI, noncontrolling interest, foreign currency translation gain (loss), tax	$ 0.0	$ 0.0

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Additional Paid in Capital	Accumulated Deficit	Appropriated Partners’ Capital	Accumulated Other Comprehensive Loss	Total Apollo Global Management, LLC Shareholders’ Equity	Non- Controlling Interests in Consolidated Entities	Non- Controlling Interests in Apollo Operating Group	Common Class A Shares	Common Class A Shares Common Stock	Common Class B Shares Common Stock
Balance, Beginning of Period at Dec. 31, 2014	$ 5,943,461	$ 2,254,283	$ (1,400,661)	$ 933,166	$ (306)	$ 1,786,482	$ 3,222,195	$ 934,784
Balance, Beginning of Period (in shares) at Dec. 31, 2014										163,046,554,000	1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dilution impact of issuance of Class A shares	965	965				965
Capital increase related to equity-based compensation	17,383	17,383				17,383
Capital contributions	5,037					0	5,037
Distributions	(353,780)	(159,658)				(159,658)	(2,811)	(191,311)
Distributions related to deliveries of Class A shares for RSUs	2,451	2,451				2,451
Class A shares delivered (in shares)									4,640,825	4,640,825,000
Exchange of AOG units for class A shares (shares)										225,000,000
Exchange of AOG Units for Class A shares		964				964		(964)
Net income (loss)	81,498		30,927	(2,406)		28,521	4,965	48,012
Allocation of currency translation adjustment of consolidated CLOs and fund entities	(10,207)				(2,610)	(2,610)	(7,597)
Change in cash flow hedge instruments	26				11	11		15
Net loss on available-for-sale securities (from equity method investment)	(33)				(33)	(33)
Balance, End of Period at Mar. 31, 2015	1,617,538	2,118,159	(1,373,084)	(2,406)	(2,938)	739,731	87,271	790,536
Balance, End of Period (in shares) at Mar. 31, 2015										167,912,379,000	1,000
Balance, Beginning of Period at Dec. 31, 2015	1,388,981	2,005,509	(1,348,384)	0	(7,620)	649,505	86,561	652,915
Balance, Beginning of Period (in shares) at Dec. 31, 2015										181,078,937,000	1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dilution impact of issuance of Class A shares	190	190				190
Capital increase related to equity-based compensation	18,467	18,467				18,467
Capital contributions	33						33
Distributions	(116,331)	(53,555)				(53,555)	(2,249)	(60,527)
Distributions related to deliveries of Class A shares for RSUs	(22,042)		(22,042)			(22,042)
Class A shares delivered (in shares)									3,276,701	3,276,701,000
Repurchase of Class A shares	(12,919)	(12,919)				(12,919)
Repurchase of Class A shares (in shares)										(954,447,000)
Net income (loss)	(74,561)		(32,828)			(32,828)	2,035	(43,768)
Allocation of currency translation adjustment of consolidated CLOs and fund entities	6,101				3,481	3,481	2,620
Change in cash flow hedge instruments	26				12	12		14
Net loss on available-for-sale securities (from equity method investment)	(951)				(951)	(951)
Balance, End of Period at Mar. 31, 2016	$ 1,186,994	$ 1,957,692	$ (1,403,254)	$ 0	$ (5,078)	$ 549,360	$ 89,000	$ 548,634
Balance, End of Period (in shares) at Mar. 31, 2016										183,401,191,000	1,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows from Operating Activities:
Net Income (Loss)	$ (74,561)	$ 81,498
Adjustments to reconcile net income to net cash provided by operating activities:
Equity-based compensation	14,002	20,103
Depreciation and amortization	4,631	10,978
Unrealized (gains) losses from investment activities	55,702	(1,761)
Cash distributions of earnings from equity method investments	4,641	2,421
Loss from equity method investments	3,817	1,061
Deferred taxes, net	(4,296)	17,260
Other non-cash amounts included in net income (loss), net	2,573	(17,402)
Changes in assets and liabilities:
Carried interest receivable	153,504	1,081
Due from affiliates	(12,243)	(10,578)
Accounts payable and accrued expenses	6,649	7,215
Accrued compensation and benefits	(6,750)	(6,952)
Deferred revenue	(1,497)	21,051
Due to affiliates	(282)	(22,376)
Profit sharing payable	(32,650)	25,690
Changes in other assets and other liabilities, net	(2,011)	(18,594)
Apollo Funds related:
Net realized and unrealized gains from investing activities and debt	(2,341)	(3,222)
Change in cash held at consolidated variable interest entities	23,569	184,560
Purchases of investments	(118,974)	(168,140)
Proceeds from sale of investments and liquidating distributions	117,664	78,842
Changes in other assets and other liabilities, net	(6,953)	(100,732)
Net Cash Provided by Operating Activities	124,194	102,003
Cash Flows from Investing Activities:
Purchases of fixed assets	(2,309)	(2,803)
Purchase of investments	(24,597)	0
Cash contributions to equity method investments	(42,649)	(36,419)
Cash distributions from equity method investments	10,447	7,287
Other investing activities	2,109	(9,918)
Net Cash Used in Investing Activities	(56,999)	(41,853)
Cash Flows from Financing Activities:
Issuance of debt	18,446	0
Purchase of Class A shares	(12,919)	0
Payments related to deliveries of Class A shares for RSUs	(22,042)	0
Distributions paid	(53,555)	(144,394)
Distributions paid to Non-Controlling Interests in Apollo Operating Group	(60,527)	(191,311)
Other financing activities	(4,528)	(5,289)
Apollo Funds related:
Contributions from Non-Controlling Interests in consolidated variable interest entities	11	5,037
Net Cash Used in Financing Activities	(135,114)	(335,957)
Net Decrease in Cash and Cash Equivalents	(67,919)	(275,807)
Cash and Cash Equivalents, Beginning of Period	617,322	1,205,663
Cash and Cash Equivalents, End of Period	549,403	929,856
Supplemental Disclosure of Cash Flow Information:
Interest paid	3,645	2,639
Interest paid by consolidated variable interest entities	6,168	5,775
Income taxes paid	1,327	1,860
Supplemental Disclosure of Non-Cash Investing Activities:
Non-cash contributions to equity method investments	0	31,347
Non-cash distributions from equity method investments	(1,114)	(2,704)
Supplemental Disclosure of Non-Cash Financing Activities:
Declared and unpaid distributions	0	(15,264)
Capital increases related to equity-based compensation	18,467	17,383
Other non-cash financing activities	223	932
Adjustments related to exchange of Apollo Operating Group units:
Non-Controlling Interest in Apollo Operating Group	$ 0	$ 964

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ORGANIZATION AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION

Apollo Global Management, LLC (together with its consolidated subsidiaries, the “Company” or “Apollo”) is a global alternative investment manager whose predecessor was founded in 1990. Its primary business is to raise, invest and manage private equity, credit and real estate funds as well as strategic investment accounts, on behalf of pension, endowment and sovereign wealth funds, as well as other institutional and individual investors. For these investment management services, Apollo receives management fees generally related to the amount of assets managed, transaction and advisory fees and carried interest income related to the performance of the respective funds that it manages. Apollo has three primary business segments:

• Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments;

• Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed investments across the capital structure; and

• Real estate—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and instructions to the Quarterly Report on Form 10-Q. The condensed consolidated financial statements and these notes are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities (“VIEs”) and for which the Company is considered the primary beneficiary, and certain entities which are not considered VIEs but which the Company controls through a majority voting interest. Intercompany accounts and transactions, if any, have been eliminated upon consolidation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2015 included in the 2015 Annual Report.

Certain reclassifications, when applicable, have been made to the prior period’s condensed consolidated financial statements and notes to conform to the current period’s presentation and are disclosed accordingly.

Organization of the Company

The Company was formed as a Delaware limited liability company on July 3, 2007 and completed a reorganization of its predecessor businesses on July 13, 2007 (the “2007 Reorganization”). The Company is managed and operated by its manager, AGM Management, LLC, which in turn is indirectly wholly-owned and controlled by Leon Black, Joshua Harris and Marc Rowan, our Managing Partners.

As of March 31, 2016, the Company owned, through five intermediate holding companies that include APO Corp., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, APO Asset Co., LLC, a Delaware limited liability company that is a disregarded entity for U.S. federal income tax purposes, APO (FC), LLC, an Anguilla limited liability company that is treated as a corporation for U.S. federal income tax purposes, APO (FC II), LLC, an Anguilla limited liability company that is treated as a corporation for U.S. federal income tax purposes and APO UK (FC), Limited, a United Kingdom incorporated company that is treated as a corporation for U.S. federal income tax purposes (collectively, the “Intermediate Holding Companies”), 45.9% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group through its wholly-owned subsidiaries.

AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), is the entity through which the Managing Partners and certain of the Company’s other partners (the “Contributing Partners”) indirectly beneficially own interests in each of the partnerships that comprise the Apollo Operating Group (“AOG Units”). As of March 31, 2016, Holdings owned the remaining 54.1% of the economic interests in the Apollo Operating Group. The Company consolidates the financial results of the Apollo Operating Group and its consolidated subsidiaries. Holdings’ ownership interest in the Apollo Operating Group is reflected as a Non-Controlling Interest in the accompanying condensed consolidated financial statements.

Pursuant to an exchange agreement between Apollo, Holdings and the other parties thereto (as amended, the “Exchange Agreement”), the holders of the AOG Units (and certain permitted transferees thereof) may, upon notice and subject to the applicable vesting and minimum retained ownership requirements, transfer restrictions and other terms of the Exchange Agreement, exchange their AOG Units for the Company’s Class A shares on a one-for-one basis a limited number of times each year, subject to customary conversion rate adjustments for splits, distributions and reclassifications. Pursuant to the Exchange Agreement, a holder of AOG Units must simultaneously exchange one partnership unit in each of the Apollo Operating Group partnerships to effectuate an exchange for one Class A share. As a holder exchanges its AOG Units, the Company’s indirect interest in the Apollo Operating Group is correspondingly increased.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The types of entities with which Apollo is involved generally include subsidiaries (e.g., general partners and management companies related to the funds the Company manages), entities that have all the attributes of an investment company (e.g., funds) and securitization vehicles (e.g., collateralized loan obligations). Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.

In February 2015, the Financial Accounting Standards Board (“FASB”) issued new consolidation guidance which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. During the second quarter of 2015, the Company elected to adopt this new guidance using the modified retrospective method, which resulted in an effective date of adoption of January 1, 2015. Amounts presented in the condensed consolidated financial statements for the three months ended March 31, 2015 have been adjusted from amounts previously disclosed for the three months ended March 31, 2015 to reflect the adoption of this accounting guidance as of January 1, 2015.

Pursuant to the new consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company doesn’t hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. Apollo factors in all economic interests including proportionate interests through related parties, to determine if fees are considered a variable interest. As Apollo’s interests in many of these entities are solely through carried interests, performance fees, and/or insignificant indirect interests through related parties, Apollo is not considered to have a variable interest in many of these entities under the new guidance and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a variable interest entity (“VIE”).

The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of Apollo’s funds may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities (“VOE”s) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.

Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest. Apollo does not consolidate those VOEs in which substantive kick-out rights have been granted to the unaffiliated investors to either dissolve the fund or remove the general partner.

Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it has a controlling financial interest in the VIE. When Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will still be deemed primary beneficiary if it is the party that is most closely associated with the VIE. When Apollo and its related parties not under common control in the aggregate have a controlling financial interest in the VIE then Apollo would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo.

Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, affiliates of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.

Assets and liabilities of the consolidated VIEs are primarily shown in separate sections within the condensed consolidated statements of financial condition as of March 31, 2016 and December 31, 2015. For additional disclosures regarding VIEs, see note 4.

Deferred Revenue—Apollo earns management fees subject to the Management Fee Offset. When advisory and transaction fees are earned by the management company, the Management Fee Offset reduces the management fee obligation of the fund. When the management company receives cash for advisory and transaction fees, a certain percentage of such advisory and/or transaction fees, as applicable, is allocated as a credit to reduce future management fees, otherwise payable by such fund. Such credit is classified as deferred revenue in the condensed consolidated statements of financial condition. A portion of any excess advisory and transaction fees may be required to be returned to the limited partners of certain funds upon such fund’s liquidation. As the management fees earned by the management company are presented on a gross basis, any Management Fee Offsets calculated are presented as a reduction to advisory and transaction fees from affiliates in the condensed consolidated statements of operations.

Additionally, Apollo earns advisory fees pursuant to the terms of the advisory agreements with certain of the portfolio companies that are owned by the funds. When Apollo receives a payment from a portfolio company that exceeds the advisory fees earned at that point in time, the excess payment is classified as deferred revenue in the condensed consolidated statements of financial condition. The advisory agreements with the portfolio companies vary in duration and the associated fees are received monthly, quarterly or annually. Deferred revenue is reversed and recognized as revenue over the period that the agreed upon services are performed.

Under the terms of the funds’ partnership agreements, Apollo is normally required to bear organizational expenses over a set dollar amount and placement fees or costs in connection with the offering and sale of interests in the funds to investors. The placement fees are payable to placement agents, who are independent third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering and marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors, when a limited partner either commits or funds a commitment to a fund. In certain instances the placement fees are paid over a period of time. Based on the management agreements with the funds, Apollo considers placement fees and organizational costs paid in determining if cash has been received in excess of the management fees earned. Placement fees and organizational costs are normally the obligation of Apollo but can be paid for by the funds. When these costs are paid by the fund, the resulting obligations are included within deferred revenue. The deferred revenue balance will also be reduced during future periods when management fees are earned but not paid.

Investments, at Fair Value—The Company follows U.S. GAAP attributable to fair value measurements which, among other things, requires enhanced disclosures about investments that are measured and reported at fair value. Investments, at fair value represent investments of the consolidated funds, investments of the consolidated VIEs and certain financial instruments for which the fair value option has been elected. The unrealized gains and losses resulting from changes in the fair value are reflected as net gains (losses) from investment activities and net gains (losses) from investment activities of the consolidated VIEs in the condensed consolidated statements of operations. In accordance with U.S. GAAP, investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I—Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I include listed equities and listed derivatives. As required by U.S. GAAP, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.

Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These investments exhibit higher levels of liquid market observability as compared to Level III investments. The Company subjects broker quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II investment. These criteria include, but are not limited to, the number and quality of broker quotes, the standard deviation of obtained broker quotes, and the percentage deviation from independent pricing services.

Level III—Pricing inputs are unobservable for the investment and includes situations where there is little observable market activity for the investment. The inputs into the determination of fair value may require significant management judgment or estimation. Investments that are included in this category generally include general and limited partner interests in corporate private equity and real estate funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs. When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II or Level III investment. These criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from independent pricing services.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment when the fair value is based on unobservable inputs.

In cases where an investment or financial instrument that is measured and reported at fair value is transferred between levels of the fair value hierarchy, the Company accounts for the transfer as of the end of the reporting period.

On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

Equity Method Investments—For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. The carrying amounts of equity method investments are reflected in investments in the condensed consolidated statements of financial condition. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.

Private Equity Investments

The value of liquid investments in Apollo’s private equity funds, where the primary market is an exchange (whether foreign or domestic) is determined using period end market prices. Such prices are generally based on the close price on the date of determination.

Valuation approaches used to estimate the fair value of investments in Apollo’s private equity funds that are less liquid include the market approach and the income approach. The market approach provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry. The market approach is driven more by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to such factors as the Company’s historical and projected financial data, valuations given to comparable companies, the size and scope of the Company’s operations, the Company’s strengths, weaknesses, expectations relating to the market’s receptivity to an offering of the Company’s securities, applicable restrictions on transfer, industry and market information and assumptions, general economic and market conditions and other factors deemed relevant. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology in the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are assumptions of expected results and a calculated discount rate.

Credit Investments

The majority of investments in Apollo’s credit funds are valued based on quoted market prices and valuation models. Quoted market prices are valued based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments.  Apollo will designate certain brokers to use to value specific securities.  In order to determine the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service.  When broker quotes are not available Apollo considers the use of pricing service quotes or other sources to mark a position. When relying on a pricing service as a primary source, Apollo (i) analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population and (iii) validates the valuation levels with Apollo’s pricing team and traders.

Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. When determining fair value when no observable market value exists, the value attributed to an investment is based on 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. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

The credit funds also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap and credit default swapcontracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.

Real Estate Investments

The estimated fair value of commercial mortgage-backed securities (“CMBS”) in Apollo’s real estate funds is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs for certain investments. The Company evaluates its loans for possible impairment on a quarterly basis. For Apollo’s real estate funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.

Fair Value of Financial Instruments

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

Except for the Company’s debt obligations (as described in note 9), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying values approximate fair value. See “Investments, at Fair Value” above. While Apollo’s valuations of portfolio investments are based on assumptions that Apollo believes are reasonable under the circumstances, the actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based. Financial instruments’ carrying values generally approximate fair value because of the short-term nature of those instruments or variable interest rates related to the borrowings.

Fair Value Option—Apollo has elected the fair value option for the Company’s investment in Athene Holding and for the assets and liabilities of the consolidated VIEs. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. Apollo has applied the fair value option for certain corporate loans, other investments and debt obligations held by the consolidated VIEs that otherwise would not have been carried at fair value. See notes 3, 4, and 5 for further disclosure on the investments in Athene Holding and financial instruments of the consolidated VIEs for which the fair value option has been elected.

Financial Instruments held by Consolidated VIEs

The Company elected the fair value option for the assets and liabilities of the consolidated CLOs.

During the second quarter of 2015, the Company adopted the measurement alternative included in the collateralized financing entity (“CFE”) guidance using a modified retrospective approach by recording a cumulative-effect adjustment to shareholders’ equity as of January 1, 2015. Amounts presented in the condensed consolidated financial statements for the three months ended March 31, 2015 have been adjusted from amounts previously disclosed for the three months ended March 31, 2015 to reflect the adoption of this accounting guidance as of January 1, 2015. The Company measures both the financial assets and financial liabilities of the consolidated CLOs in its condensed consolidated financial statements using the fair value of the financial assets of the consolidated CLOs, which are more observable than the fair value of the financial liabilities of the consolidated CLOs. As a result, the financial assets of the consolidated CLOs are measured at fair value and the financial liabilities are measured in consolidation as: (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLOs less (ii) the sum of the fair value of any beneficial interests retained by the reporting entity (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the measurement alternative, the Company’s condensed consolidated net income reflects the Company’s own economic interests in the consolidated CLOs including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services.

The consolidated VIEs hold investments that could be traded over-the-counter. Investments in securities that are traded on a securities exchange or comparable over-the-counter quotation systems are valued based on the last reported sale price at that date. If no sales of such investments are reported on such date, and in the case of over-the-counter securities or other investments for which the last sale date is not available, valuations are based on independent market quotations obtained from market participants, recognized pricing services or other sources deemed relevant, and the prices are based on the average of the “bid” and “ask” prices, or at ascertainable prices at the close of business on such day. Market quotations are generally based on valuation pricing models or market transactions of similar securities adjusted for security-specific factors such as relative capital structure priority and interest and yield risks, among other factors. When market quotations are not available, a model based approach is used to determine fair value.

The consolidated VIEs also have debt obligations that are recorded at fair value. As previously noted, the Company measures CLO debt obligations on the basis of the fair value of financial assets of the CLO.

Revenues—Revenues are reported in three separate categories that include (i) advisory and transaction fees from affiliates, net, which relate to the investments of the funds and may include individual monitoring agreements the Company has with the portfolio companies and debt investment vehicles of the private equity funds and credit funds; (ii) management fees from affiliates, which are based on committed capital, invested capital, net asset value, gross assets or as otherwise defined in the respective agreements; and (iii) carried interest income (loss) from affiliates, which is normally based on the performance of the funds subject to preferred return.

Advisory and Transaction Fees from Affiliates, Net—Advisory and transaction fees, including directors’ fees, are recognized when the underlying services rendered are substantially completed in accordance with the terms of the transaction and advisory agreements. Additionally, during the normal course of business, the Company incurs certain costs related to certain transactions that are not consummated (“broken deal costs”). These costs (e.g., research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken deal costs upon management’s decision to no longer pursue the transaction. In accordance with the related fund agreement, in the event the deal is deemed broken, all of the costs are reimbursed by the funds and then included as a component of the calculation of the Management Fee Offset (described below). If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company for all costs incurred and no offset is generated. As the Company acts as an agent for the funds it manages, any transaction costs incurred and paid by the Company on behalf of the respective funds relating to successful or broken deals are presented net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is presented in due from affiliates on the condensed consolidated statements of financial condition.

Advisory and transaction fees from affiliates, net, also includes underwriting fees. Underwriting fees include gains, losses and fees, net of syndicate expenses, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at the time the underwriting is completed and the income is reasonably assured and are included in the condensed consolidated statements of operations. Underwriting fees recognized but not received are included in other assets on the condensed consolidated statements of financial condition.

As a result of providing advisory services to certain private equity and credit portfolio companies, Apollo is generally entitled to receive fees for transactions related to the acquisition, in certain cases, and disposition of portfolio companies as well as ongoing monitoring of portfolio company operations and directors’ fees. The amounts due from portfolio companies are included in due from affiliates, which is discussed further in note 12. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Advisory and transaction fees from affiliates are presented net of the Management Fee Offset in the condensed consolidated statements of operations.

Management Fees from Affiliates—Management fees for private equity, credit, and real estate funds are recognized in the period during which the related services are performed in accordance with the contractual terms of the related agreement, and are generally based upon (1) a percentage of the capital committed during the commitment period, and thereafter based on the remaining invested capital of unrealized investments, or (2) net asset value, gross assets or as otherwise defined in the respective agreements. Included in management fees are certain expense reimbursements where the Company is considered the principal under the agreements and is required to record the expense and related reimbursement revenue on a gross basis.

Carried Interest Income (Loss) from Affiliates—Apollo is entitled to an incentive return that can normally amount to as much as 20% of the total returns on a fund’s capital, depending upon performance. Performance-based fees are assessed as a percentage of the investment performance of the funds. The carried interest income from affiliates for any period is based upon an assumed liquidation of the fund’s net assets on the reporting date, and distribution of the net proceeds in accordance with the fund’s income allocation provisions. Carried interest receivable is presented separately in the condensed consolidated statements of financial condition. The carried interest income from affiliates may be subject to reversal to the extent that the carried interest income recorded exceeds the amount due to the general partner based on a fund’s cumulative investment returns. When applicable, the accrual for potential repayment of previously received carried interest income, which is a component of due to affiliates, represents all amounts previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner obligation, however, would not become payable or realized until the end of a fund’s life.

Compensation and Benefits

Equity-Based Compensation—Equity-based awards granted to employees as compensation are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. The Company estimates forfeitures for equity-based awards that are not expected to vest. Equity-based awards granted to non-employees for services provided to affiliates are remeasured to fair value at the end of each reporting period and expensed over the relevant service period.

Salaries, Bonus and Benefits—Salaries, bonus and benefits include base salaries, discretionary and non-discretionary bonuses, severance and employee benefits. Bonuses are generally accrued over the related service period.

The Company sponsors a 401(k) savings plan whereby U.S.-based employees are entitled to participate in the plan based upon satisfying certain eligibility requirements. The Company may provide discretionary contributions from time to time. No contributions relating to this plan were made by the Company for the three months ended March 31, 2016.

Profit Sharing Expense—Profit sharing expense primarily consists of a portion of carried interest recognized in one or more funds allocated to employees and former employees. Profit sharing expense is recognized on an accrued basis as the related carried interest income is earned. Profit sharing expense can be reversed during periods when there is a decline in carried interest income that was previously recognized. Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners.

Changes in the fair value of the contingent consideration obligations that were recognized in connection with certain Apollo acquisitions are reflected in the Company’s condensed consolidated statements of operations as profit sharing expense.

The Company has a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement enables certain partners and employees to earn discretionary compensation based on carried interest realizations earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.

Other Income (Loss)

Net Gains (Losses) from Investment Activities—Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in the Company’sinvestment portfolio between the opening reporting date and the closing reporting date. The condensed consolidated financial statements include the net realized and unrealized gains (losses) of investments, at fair value.

Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities—Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations.

Other Income (Loss), Net—Other income (loss), net includes the recognition of gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities, reversal of a portion of the tax receivable agreement liability (see note 12), gains arising from extinguishment of contingent consideration obligations and other miscellaneous non-operating income and expenses.

Non-Controlling Interests—For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. As of March 31, 2016, the Non-Controlling Interests relating to Apollo Global Management, LLC primarily include the ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings and other ownership interests in consolidated entities. Non-Controlling Interests also include limited partner interests of Apollo managed funds in certain consolidated VIEs.

Non-Controlling Interests are presented as a separate component of shareholders’ equity on the Company’s condensed consolidated statements of financial condition. The primary components of Non-Controlling Interests are separately presented in the Company’s condensed consolidated statements of changes in shareholders’ equity to clearly distinguish the interest in the Apollo Operating Group and other ownership interests in the consolidated entities. Net income (loss) includes the net income (loss) attributable to the holders of Non-Controlling Interests on the Company’s condensed consolidated statements of operations. Profits and losses are allocated to Non-Controlling Interests in proportion to their relative ownership interests regardless of their basis.

Net Income (Loss) Per Class A Share—As Apollo has issued participating securities, U.S. GAAP requires use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for distributions declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity. Participating securities include vested and unvested restricted share units (“RSUs”) that participate in distributions, as well as unvested restricted shares.

Whether during a period of net income or net loss, under the two-class method the remaining earnings are allocated to Class A shares and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Earnings or losses allocated to each class of security are then divided by the applicable weighted average outstanding shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding Class A shares and includes the number of additional Class A shares that would have been outstanding if the dilutive potential Class A shares had been issued. The numerator is adjusted for any changes in income or loss that would result from the issuance of these potential Class A shares.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Apollo’s most significant estimates include goodwill, intangible assets, income taxes, carried interest income from affiliates, contingent consideration obligations related to acquisitions, non-cash compensation, and fair value of investments and debt. Actual results could differ materially from those estimates.

Recent Accounting Pronouncements

In May 2014, the FASB issued guidance to establish a comprehensive and converged standard on revenue recognition to enable financial statement users to better understand and consistently analyze an entity’s revenue across industries, transactions, and geographies. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As such, this new guidance could impact the timing of revenue recognition. The new guidance also requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The new guidance will apply to all entities. In August 2015, FASB issued its final standard formally amending the effective date of the new revenue recognition guidance. The amended guidance defers the effective date of the new guidance to interim reporting periods within annual reporting periods beginning after December 15, 2017. Entities are permitted to apply the new guidance early, but not before the original effective date (i.e., interim periods within annual periods beginning after December 15, 2016). The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements, including the timing of the recognition of carried interest income.

In August 2014, the FASB issued guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance requires that management evaluate each annual and interim reporting period whether conditions exist that give rise to substantial doubt about the entity’s ability to continue as a going concern within one year from the financial statement issuance date, and if so, provide related disclosures. Substantial doubt exists when conditions and events, considered in the aggregate, indicate that it is probable that a company will be unable to meet its obligations as they become due within one year after the financial statement issuance date. The new guidance applies to all companies. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. This guidance is not expected to have an impact on the condensed consolidated financial statements of the Company.

In May 2015, the FASB issued guidance to eliminate diversity in practice related to how certain investments measured at net asset value are categorized within the fair value hierarchy. The guidance removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2015. Pursuant to the guidance, a reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. The Company adopted the guidance for the quarter ended March 31, 2016 and applied the guidance retrospectively. Adoption of the guidance did not have a material impact on the Company’s condensed consolidated financial statements. See note 5 for further disclosure related to the adoption of this guidance.

In January 2016, the FASB issued guidance that revises the accounting related to the classification and measurement of investments in equity securities as well as the presentation for certain fair value changes in financial liabilities measured at fair value, and amends certain disclosure requirements. The guidance requires that all equity investments, except those accounted for under the equity method of accounting or those resulting in the consolidation of the investee, be accounted for at fair value with all fair value changes recognized in income. For financial liabilities measured using the fair value option, the guidance requires that any change in fair value caused by a change in instrument-specific credit risk be presented separately in other comprehensive income until the liability is settled or reaches maturity. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted for certain provisions. A reporting entity would generally record a cumulative-effect adjustment to beginning retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In February 2016, the FASB issued guidance that amends the accounting for leases. The amended guidance requires recognition of a lease asset and a lease liability by lessees for leases classified as operating leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from existing guidance and accounting applied by a lessor is largely unchanged from existing guidance. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018. Early application is permitted for all entities. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In March 2016, the FASB issued guidance that amends the principal versus agent considerations for reporting revenue gross versus net. The amended guidance affects entities that enter into contracts with customers to transfer goods or services in exchange for consideration. Under the amended guidance, when another party is involved in providing goods or services to a customer, an entity must determine whether the nature of its promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. The amended guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer. The amended guidance affects the guidance in the new revenue standard issued in May 2014, which is not yet effective. The effective date and transition requirements for the amended guidance are the same as the effective date and transition requirements for the new revenue standard. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In March 2016, the FASB issued guidance that amends the accounting for employee share-based payment awards. The amended guidance affects all entities that issue share-based payment awards to their employees. The amended guidance affects several aspects of accounting for share-based payment transactions including: (1) accounting for income taxes: all excess tax benefits and tax deficiencies should be recognized as income tax expense or benefit in the statements of operations, (2) classification of excess tax benefits on the statements of cash flows: excess tax benefits should be classified along with other income tax cash flows as an operating activity, (3) forfeitures: an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur, (4) minimum statutory tax withholding requirements: the threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions; and (5) classification of employee taxes paid on the statements of cash flows when an employer withholds shares for tax-withholding purposes: cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

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INVESTMENTS

3 Months Ended

Mar. 31, 2016

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS

INVESTMENTS

The following table represents Apollo’s investments:

	As of   March 31, 2016		As of   December 31, 2015
Investments, at fair value	$	503,480	$	539,080
Equity method investments	630,079		615,669
Total Investments	$	1,133,559	$	1,154,749

Investments, at Fair Value

Investments, at fair value, consist of investments for which the fair value option has been elected and include the Company’s investment in Athene Holding, investments held by the Company’s consolidated funds and other investments held by the Company. See note 5 for further discussion regarding investments, at fair value.

Net Gains (Losses) from Investment Activities

The following table presents the realized and net change in unrealized gains (losses) on investments, at fair value for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016			2015
Realized gains (losses) on sales of investments	$	(288	)	$	16
Net change in unrealized gains (losses) due to changes in fair value(1)	(56,181		)	2,102
Net gains (losses) from investment activities	$	(56,469	)	$	2,118

(1) Primarily relates to the Company’s investment in Athene Holding. See note 5 for further information regarding the Company’s investment in Athene Holding.

Equity Method Investments

Apollo’s equity method investments include its investments in Apollo private equity, credit and real estate funds, which are not consolidated, but in which the Company exerts significant influence. Apollo’s share of operating income generated by these investments is recorded within income from equity method investments in the condensed consolidated statements of operations.

Equity method investments, excluding those for which the fair value option was elected, as of March 31, 2016 and December 31, 2015 consisted of the following:

	Equity Held as of
	March 31, 2016			% of Ownership			December 31, 2015			% of Ownership
Private Equity Funds:
AP Alternative Assets, L.P. (“AAA”)	$	52,958		2.247	%		$	65,961		2.370	%
AAA Investments, L.P. (“AAA Investments”)	1,498			0.057			1,676			0.057
Apollo Investment Fund IV, L.P. (“Fund IV”)	9			0.022			9			0.024
Apollo Investment Fund V, L.P. (“Fund V”)	58			0.045			57			0.048
Apollo Investment Fund VI, L.P. (“Fund VI”)	2,290			0.124			2,369			0.119
Apollo Investment Fund VII, L.P. (“Fund VII”)	54,930			1.247			58,334			1.245
Apollo Investment Fund VIII, L.P. (“Fund VIII”)	131,495			2.209			116,443			2.223
Apollo Natural Resources Partners, L.P. (“ANRP I”)	6,578			0.841			6,246			0.836
Apollo Natural Resources Partners II, L.P. (“ANRP II”)	8,395			2.415			5,194			2.447
AION Capital Partners Limited (“AION”)	15,447			5.912			16,497			5.938
VC Holdings, L.P. Series A (“Vantium A/B”)	13			6.450			15			6.450
VC Holdings, L.P. Series C (“Vantium C”)	48			2.071			63			2.071
VC Holdings, L.P. Series D (“Vantium D”)	168			6.345			169			6.345
Other	41			NM			41			NM
Total Private Equity Funds(5)	273,928						273,074
Credit Funds:
Apollo Special Opportunities Managed Account, L.P. (“SOMA”)	4,661			0.807			5,992			0.816
Apollo Value Strategic Fund, L.P. (“VIF”)	23			0.086			39			0.084
Apollo Strategic Value Fund, L.P. (“SVF”)	4			0.023			7			0.030
Apollo Credit Liquidity Fund, L.P. (“ACLF”)	2,264			4.149			2,253			4.106
Apollo Credit Opportunity Fund I, L.P. (“COF I”)	1,450			1.948			1,463			1.954
Apollo Credit Opportunity Fund II, L.P. (“COF II”)	1,334			1.523			1,281			1.523
Apollo Credit Opportunity Fund III, L.P. (“COF III”)	22,691			1.033			19,612			1.052
Apollo European Principal Finance Fund, L.P. (“EPF I”)	3,288			1.375			5,195			1.372
Apollo European Principal Finance Fund II, L.P. (“EPF II”)	50,473			1.760			47,867			1.760
Apollo Investment Europe II, L.P. (“AIE II”)	2,164			4.330			2,193			3.990
Apollo Investment Europe III, L.P. (“AIE III”)	4,413			2.920			3,917			2.920
Apollo Palmetto Strategic Partnership, L.P. (“Palmetto”)	14,802			1.186			15,158			1.186
Apollo Asia Private Credit Fund, L.P. (“APC”)	66			0.044			49			0.045
Apollo Senior Floating Rate Fund Inc. (“AFT”)	79			0.030			78			0.030
Apollo Residential Mortgage, Inc. (“AMTG”) (3)	3,893		(1)	1.053		(1)	3,997		(2)	0.707		(2)
Apollo European Credit, L.P. (“AEC”)	2,299			1.081			2,303			1.081
Apollo European Strategic Investments, L.P. (“AESI”)	2,150			0.990			2,323			0.990
Apollo European Strategic Investments II, L.P. (AESI II”)	1,434			0.990			1,224			0.990
Apollo Centre Street Partnership, L.P. (“ACSP”)	13,144			2.488			11,870			2.488
Apollo Investment Corporation (“AINV”) (4)	62,523		(1)	3.512		(1)	61,944		(2)	3.434		(2)
Apollo SK Strategic Investments, L.P. (“SK”)	1,043			1.026			1,152			0.990
Apollo SPN Investments I, L.P.	4,580			0.372			5,490			0.392
CION Investment Corporation (“CION”)	1,000			0.106			1,000			0.107
Apollo Tactical Income Fund Inc. (“AIF”)	71			0.032			73			0.031
Apollo Franklin Partnership, L.P. (“Franklin Fund”)	7,942			9.273			8,147			9.091
Apollo Zeus Strategic Investments, L.P. (“Zeus”)	8,186			3.398			7,764			3.398
Apollo Lincoln Fixed Income Fund, L.P.	2,167			1.049			1,941			1.041
Apollo Lincoln Private Credit Fund, L.P.	295			0.990			211			0.990
Apollo Structured Credit Recovery Master Fund III, L.P.	2,078			0.293			1,804			0.293
Apollo Total Return Fund L.P.	163			0.041			162			0.032
Apollo Credit Short Opportunities Fund L.P.	19			0.014			20			0.012
MidCap FinCo Limited (“MidCap”)	79,822			4.894			79,326			4.940
Apollo Energy Opportunity Fund, L.P. (“AEOF”)	12,032			2.440			8,898			2.440

Apollo A-N Credit Fund, L.P.	5,124			1.975		4,962			1.970
Apollo Tactical Value SPN Investments, L.P.	5,035			1.682		1,168			1.482
Apollo Union Street Partners, L.P.	1,790			2.006		1,139			2.002
Apollo Hercules Partners L.P.	1,840			2.442		1,094			2.439
Apollo A-N Overflow Fund, L.P.	535			2.063		—			—
Apollo Total Return Fund Enhanced (Onshore), L.P.	101			0.125		—			—
Apollo Thunder Partners, L.P	243			2.439		—			—
Total Credit Funds(5)	327,221					313,116
Real Estate:
ARI(3)	13,914		(1)	1.043	(1)	13,845		(2)	1.043	(2)
U.S. RE Fund I	7,871			5.000		9,275			5.000
U.S. RE Fund II	2,842			2.287		2,712			1.886
CPI Capital Partners North America, L.P.	29			0.404		28			0.404
CPI Capital Partners Europe, L.P.	5			0.001		5			0.001
CPI Capital Partners Asia Pacific, L.P.	57			0.039		80			0.039
Apollo GSS Holding (Cayman), L.P.	3,765			4.750		3,082			4.750
BEA/AGRE China Real Estate Fund, L.P.	75			1.031		83			1.030
Apollo-IC, L.P. (Shanghai Village)	359			3.100		359			3.100
AGRE Cobb West Investor L.P.	13			0.407		10			0.407
Total Real Estate Funds(5)	28,930					29,479
Total	$	630,079				$	615,669

(1) Amounts are as of December 31, 2015.

(2) Amounts are as of September 30, 2015.

(3) Investment value includes the fair value of RSUs granted to the Company as of the grant date. These amounts are not considered in the percentage of ownership until the RSUs are vested and issued to the Company, at which point the RSUs are converted to common stock and delivered to the Company.

(4) The value of the Company’s investment in AINV was $44,477 and $41,833 based on the quoted market price as of March 31, 2016 and December 31, 2015, respectively.

(5) Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds’ investments.

The Company’s equity method investment in Athene Holding, for which the fair value option was elected, met the significance criteria as defined by the SEC for the three months ended March 31, 2016. As such, the following tables present summarized financial information of Athene Holding for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016(1)			2015
	in millions
Statements of Operations
Revenues	$	1,049		$	808
Expenses	836			638
Income before income tax provision	213			170
Income tax provision (benefit)	(46		)	6
Net income	259			164
Net income attributable to Non-Controlling Interests	—			(16		)
Net income available to Athene common shareholders	$	259		$	148

(1) The financial statement information for the three months ended March 31, 2016 is presented a quarter in arrears and is comprised of the financial information for the three months ended December 31, 2015, which represents the latest available financial information as of the date of this report.

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VARIABLE INTEREST ENTITIES

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

As described in note 2, the Company consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. There is no recourse to the Company for the consolidated VIEs’ liabilities.

Consolidated Variable Interest Entities

Apollo has consolidated VIEs in accordance with the policy described in note 2. Through its role as investment manager of these VIEs, the Company determined that Apollo has the power to direct the activities that most significantly impact the economic performance of these VIEs. Additionally, Apollo determined that its interests, both directly and indirectly from these VIEs, represent rights to returns that could potentially be significant to such VIEs. As a result, Apollo determined that it is the primary beneficiary and therefore should consolidate the VIEs.

Consolidated CLOs

Certain CLOs are consolidated by Apollo as the Company is considered to hold a controlling financial interest through direct and indirect interests in these CLOs exclusive of management and performance based fees received. Through its role as collateral manager of these VIEs, the Company determined that Apollo had the power to direct the activities that most significantly impact the economic performance of these VIEs. These CLOs were formed for the sole purpose of issuing collateralized notes to investors. The assets of these VIEs are primarily comprised of senior secured loans and the liabilities are primarily comprised of debt.

The assets of these consolidated CLOs are not available to creditors of the Company. In addition, the investors in these consolidated CLOs have no recourse against the assets of the Company. The Company measures both the financial assets and the financial liabilities of the CLOs using the fair value of the financial assets as further described in note 2. The Company has elected the fair value option for financial instruments held by its consolidated CLOs, which includes investments in loans and corporate bonds, as well as debt obligations and contingent obligations held by such consolidated CLOs. Other assets include amounts due from brokers and interest receivables. Other liabilities include payables for securities purchased, which represent open trades within the consolidated VIEs and primarily relate to corporate loans that are expected to settle within the next 60 days. From time to time, Apollo makes investments in certain consolidated CLOs denominated in foreign currencies. As of March 31, 2016 and December 31, 2015, the Company held an investment of $43.7 million and $42.3 million, respectively, in consolidated foreign currency denominated CLOs, which eliminates in consolidation.

Investment in Champ L.P.

On September 30, 2014, the Company, through a wholly-owned subsidiary, acquired a 25.6% ownership interest in Champ L.P. following which a wholly-owned subsidiary of Champ L.P. then acquired a 35% ownership interest in KBC Bank Deutschland AG (“KBC Bank”), the German subsidiary of Belgian KBC Group NV. Following the closing of the transaction, KBC Bank was renamed Bremer Kreditbank AG and the bank began to operate under the name BKB Bank. As of March 31, 2016, the Company had invested $18.2 million in Champ L.P. The Company, together with other affiliated investors which are not consolidated, in aggregate, own 100% of Champ L.P.

The Company, through its aforementioned wholly-owned subsidiary, is the general partner and primary beneficiary of Champ L.P., which meets the definition of a VIE. Accordingly, the Company has consolidated Champ L.P. in accordance with the policy described in note 2. The Company’s investment in Champ L.P. is eliminated in consolidation.

Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities

The following table presents net gains (losses) from investment activities of the consolidated VIEs for the three months ended March 31, 2016 and 2015: 

	For the Three Months Ended March 31,
	2016			2015
Net unrealized gains (losses) from investment activities	$	(4,640	)	$	10,589
Net realized gains from investment activities	518			527
Net gains (losses) from investment activities	(4,122		)	11,116
Net unrealized gains (losses) from debt	6,434			(8,244		)
Interest and other income	10,553			6,942
Interest and other expenses	(11,546		)	(8,486		)
Net gains from investment activities of consolidated variable interest entities	$	1,319		$	1,328

Senior Secured Notes and Subordinated Notes—Included within debt are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of the debt of the consolidated VIEs as of March 31, 2016 and December 31, 2015:

	As of March 31, 2016						As of December 31, 2015
	Principal Outstanding		Weighted Average Interest Rate			Weighted Average Remaining Maturity in Years	Principal Outstanding		Weighted Average Interest Rate			Weighted Average Remaining Maturity in Years
Senior Secured Notes(2)(3)	$	771,166	1.98	%		11.8	$	735,792	2.17	%		12.1
Subordinated Notes(2)(3)	86,325		N/A		(1)	14.9	82,365		N/A		(1)	15.1
Total	$	857,491					$	818,157

(1) The subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.

(2) The fair value of Senior Secured Notes and Subordinated Notes as of March 31, 2016 and December 31, 2015 was $834.6 million and $801.3 million, respectively.

(3) The debt at fair value of the consolidated VIEs is collateralized by assets of the consolidated VIEs and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. As of March 31, 2016 and December 31, 2015, the fair value of the consolidated VIE assets was $1,056.5 million and $1,030.8 million, respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.

The consolidated VIEs’ debt obligations contain various customary loan covenants as described above. As of March 31, 2016, the Company was not aware of any instances of non-compliance with any of these covenants.

Variable Interest Entities Which are Not Consolidated

The Company holds variable interests in certain VIEs which are not consolidated, as it has been determined that Apollo is not the primary beneficiary.

The following tables present the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary as of March 31, 2016 and December 31, 2015. In addition, the tables present the maximum exposure to losses relating to these VIEs.

	As of March 31, 2016
	Total Assets			Total Liabilities			Apollo Exposure
Total	$	5,752,507	(1)	$	2,206,750	(2)	$	221,517	(3)

(1) Consists of $227.4 million in cash, $5,479.1 million in investments and $46.0 million in receivables.

(2) Represents $2,206.8 million in debt and other payables.

(3) Represents Apollo’s direct equity method investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative carried interest income is subject to reversal in the event of future losses. The maximum amount of future reversal of carried interest income from all of Apollo’s funds, including those entities in which Apollo holds a significant variable interest, was $2.3 billion as of March 31, 2016, as discussed in note 13.

	As of December 31, 2015
	Total Assets			Total Liabilities			Apollo Exposure
Total	$	5,378,456	(1)	$	1,626,743	(2)	$	202,146	(3)

(1) Consists of $219.8 million in cash, $5,149.0 million in investments and $9.6 million in receivables.

(2) Represents $1,626.7 million in debt and other payables.

(3) Represents Apollo’s direct equity method investment in those entities in which Apollo holds a significant variable interest. Additionally, cumulative carried interest income is subject to reversal in the event of future losses. The maximum amount of future reversal of carried interest income from all of Apollo’s funds, including those entities in which Apollo holds a significant variable interest, was $2.4 billion as of December 31, 2015.

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

The following tables summarize the valuation of the Company’s financial assets and liabilities for which the fair value option has been elected by the fair value hierarchy as of March 31, 2016 and December 31, 2015, respectively:

	As of March 31, 2016
	Level I(5)		Level II(5)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of Consolidated Apollo Funds	$	540	$	22,378	$	1,149	$	24,067		$	24,834
Other investments	—		—		25,793		25,793			25,428
Investment in Athene Holding(1)	—		—		453,620		453,620			387,526
Total investments, at fair value	540		22,378		480,562		503,480		(6)	$	437,788
Investments of VIEs, at fair value(3)	—		855,828		101,969		957,797
Investments of VIEs, valued using NAV (7)	—		—		—		5,996
Total investments of VIEs, at fair value	—		855,828		101,969		963,793
Total Assets	$	540	$	878,206	$	582,531	$	1,467,273
Liabilities
Liabilities of VIEs, at fair value(3)(4)	$	—	$	834,618	$	10,862	$	845,480
Contingent consideration obligations(2)	—		—		74,059		74,059
Total Liabilities	$	—	$	834,618	$	84,921	$	919,539

	As of December 31, 2015
	Level I(5)		Level II(5)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of Consolidated Apollo Funds	$	—	$	26,913	$	1,634	$	28,547		$	29,344
Other investments	—		—		434		434			831
Investment in Athene Holding(1)	—		—		510,099		510,099			387,526
Total investments, at fair value	—		26,913		512,167		539,080		(6)	$	417,701
Investments of VIEs, at fair value(3)(7)	—		803,412		100,941		904,353
Investments of VIEs, valued using NAV (7)	—		—		—		6,213
Total investments of VIEs, at fair value	—		803,412		100,941		910,566
Total Assets	$	—	$	830,325	$	613,108	$	1,449,646
Liabilities
Liabilities of VIEs, at fair value(3)(4)	$	—	$	801,270	$	11,411	$	812,681
Contingent consideration obligations(2)	—		—		79,579		79,579
Total Liabilities	$	—	$	801,270	$	90,990	$	892,260

(1) See note 12 for further disclosure regarding the investment in Athene Holding and the AAA/Athene receivable.

(2) See note 13 for further disclosure regarding contingent consideration obligations.

(3) See note 4 for further disclosure regarding VIEs.

(4) As of March 31, 2016, liabilities of VIEs, at fair value included debt and other liabilities of $834.6 million and $10.9 million, respectively. As of December 31, 2015, liabilities of VIEs, at fair value included debt and other liabilities of $801.3 million and $11.4 million, respectively. Other liabilities include contingent obligations classified as Level III.

(5) All Level I and Level II assets and liabilities were valued using third party pricing.

(6) See note 3 to our condensed consolidated financial statements for further detail regarding our investments at fair value and reconciliation to the condensed consolidated statements of financial condition.

(7) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy disclosure to the amounts presented in the condensed consolidated statement of financial condition. See note 2 for further discussion of the newly adopted accounting guidance.

There were no transfers of financial assets or liabilities between Level I and Level II for the three months ended March 31, 2016 and 2015.

The following tables summarize the changes in fair value in financial assets measured at fair value for which Level III inputs have been used to determine fair value for the three months ended March 31, 2016 and 2015, respectively:

	For the Three Months Ended March 31, 2016
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding			Investments of Consolidated VIEs			Total
Balance, Beginning of Period (1)	$	1,634		$	434		$	510,099		$	100,941		$	613,108
Purchases	496			24,597			—			3,174			28,267
Sales of investments/distributions	(643		)	—			—			(10,509		)	(11,152		)
Net realized gains (losses)/accrued interest	(111		)	—			—			2,029			1,918
Changes in net unrealized gains (losses)	5			1,119			(56,479		)	(2,130		)	(57,485		)
Cumulative translation adjustment	—			(357		)	—			3,551			3,194
Transfer into Level III(2)	990			—			—			10,356			11,346
Transfer out of Level III(2)	(1,222		)	—			—			(5,443		)	(6,665		)
Balance, End of Period	$	1,149		$	25,793		$	453,620		$	101,969		$	582,531
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date	$	(121	)	$	1,119		$	(56,479	)	$	—		$	(55,481	)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			—			(2,218		)	(2,218		)

(1) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.

(2) Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.

	For the Three Months Ended March 31, 2015
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding		AAA/Athene Receivable			Investments of Consolidated VIEs			Total
Balance, Beginning of Period(1)	$	4,359		$	600		$	324,514	$	61,292		$	2,522,913		$	2,913,678
Adoption of accounting guidance	—			—			—		—			(2,399,130		)	(2,399,130		)
Fees	—			—			—		1,942			—			1,942
Purchases	1,492			—			—		—			9,141			10,633
Sales of investments/distributions	(648		)	—			—		—			(5,493		)	(6,141		)
Net realized gains (losses)	4			—			—		—			119			123
Changes in net unrealized gains (losses)	(38		)	(93		)	1,894		—			3,010			4,773
Cumulative translation adjustment	—			—			—		—			(13,109		)	(13,109		)
Transfer into Level III(2)	935			—			—		—			14,624			15,559
Transfer out of Level III(2)	(2,516		)	—			—		—			(15,271		)	(17,787		)
Settlement of receivable	—			—			3,079		(3,079		)	—			—
Balance, End of Period(1)	$	3,588		$	507		$	329,487	$	60,155		$	116,804		$	510,541
Change in net unrealized gains included in Net Gains from Investment Activities related to investments still held at reporting date	$	(38	)	$	(93	)	$	1,894	$	—		$	—		$	1,763
Change in net unrealized gains included in Net Gains from Investment Activities of Consolidated VIEs related to investments still held at reporting date	—			—			—		—			1,367			1,367

(1) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.

(2) Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.

The following table summarizes the changes in fair value in financial liabilities measured at fair value for which Level III inputs have been used to determine fair value for the three months ended March 31, 2016 and 2015, respectively:

	For the Three Months Ended March 31,
	2016									2015
	Liabilities of Consolidated VIEs			Contingent Consideration Obligations			Total			Liabilities of Consolidated VIEs					Contingent Consideration Obligations			Total
Balance, Beginning of Period	$	11,411		$	79,579		$	90,990		$	12,343,021				$	96,126		$	12,439,147
Adoption of accounting guidance	—			—			—			(11,433,815		)			—			(11,433,815		)
Payments/Extinguishment	—			(1,407		)	(1,407		)	—					(4,929		)	(4,929		)
Net realized gains	—			—			—			—					—			—
Changes in net unrealized (gains) losses(1)	(549		)	(4,113		)	(4,662		)	(8,244		)			7,797			(447		)
Cumulative translation adjustment	—			—			—			(90,730		)			—			(90,730		)
Transfers into Level III	—			—			—			—					—			—
Transfers out of Level III	—			—			—			(796,958		)	(2	)	—			(796,958		)
Balance, End of Period	$	10,862		$	74,059		$	84,921		$	13,274				$	98,994		$	112,268
Change in net unrealized gains included in Net Gains from Investment Activities of consolidated VIEs related to liabilities still held at reporting date	$	—		$	—		$	—		$	—				$	—		$	—

(1) Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.

(2) Upon adoption of new accounting guidance (see note 2), the debt obligations of consolidated CLOs are no longer categorized as Level III financial liabilities under the fair value hierarchy. Effective January 1, 2015, these financial liabilities are measured and leveled on the basis of the fair value of the financial assets of the consolidated CLOs and were categorized as Level II as of March 31, 2016 and 2015.

The following tables summarize the quantitative inputs and assumptions used for financial assets and liabilities categorized as Level III under the fair value hierarchy as of March 31, 2016 and December 31, 2015, respectively:

	As of March 31, 2016
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of Consolidated Apollo Funds	$	1,149	Third Party Pricing(1)	N/A	N/A	N/A
Investments in Other	25,793		Third Party Pricing (1)	N/A	N/A	N/A
Investment in Athene Holding	453,620		Book Value Multiple	Book Value Multiple	1.02x	1.02x
Investments of Consolidated VIEs:
Bank Debt Term Loans	12,885		Third Party Pricing(1)	N/A	N/A	N/A
Corporate Loans/Bonds/CLO Notes	23,217		Third Party Pricing(1)	N/A	N/A	N/A
Equity Securities	65,867		Market Comparable Companies	Comparable Multiples	0.65x	0.65x
			Discounted Cash Flow	Discount Rate	15.1%	15.1%
Total Investments of Consolidated VIEs	101,969
Total Financial Assets	$	582,531
Financial Liabilities
Liabilities of Consolidated VIEs:
Contingent Obligation	$	10,862	Other	N/A	N/A	N/A
Contingent Consideration Obligation	74,059		Discounted Cash Flow	Discount Rate	10.5% - 18.0%	16.6%
Total Financial Liabilities	$	84,921

(1) These securities are valued primarily using unadjusted broker quotes.

	As of December 31, 2015
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of Consolidated Apollo Funds	$	1,634	Third Party Pricing(1)	N/A	N/A	N/A
Investments in Other	434		Other	N/A	N/A	N/A
Investment in Athene Holding	510,099		Book Value Multiple	Book Value Multiple	1.18x	1.18x
Investments of Consolidated VIEs:
Bank Debt Term Loans	15,776		Third Party Pricing(1)	N/A	N/A	N/A
Corporate Loans/Bonds/CLO Notes	22,409		Third Party Pricing(1)	N/A	N/A	N/A
Equity Securities	62,756		Market Comparable Companies	Comparable Multiples	0.60x	0.60x
			Discounted Cash Flow	Discount Rate	14.6%	14.6%
Total Investments of Consolidated VIEs (2)	100,941
Total Financial Assets	$	613,108
Financial Liabilities
Liabilities of Consolidated VIEs:
Contingent Obligation	$	11,411	Other	N/A	N/A	N/A
Contingent Consideration Obligation	79,579		Discounted Cash Flow	Discount Rate	11.0% - 18.5%	17.0%
Total Financial Liabilities	$	90,990

(1) These securities are valued primarily using unadjusted broker quotes.

(2) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.

Investment in Athene Holding and AAA/Athene Receivable

Athene’s business was principally built through a series of acquisitions of individual portfolios of fixed index annuities since its inception in 2009. As of March 31, 2015, in valuing Apollo’s investment in Athene Holding, the embedded value method was employed to determine the fair value of shares in Athene Holding in periods where there was not an observable market value. The embedded value methodology is widely used by market participants in the insurance industry in private company acquisitions of individual portfolios of annuities. The embedded value method estimates the present value of the future expected regulatory distributable income generated by the net assets plus the excess capital (i.e., the capital in excess of what is required to be held against liabilities) in determining fair value. Thus the embedded value method, as historically applied to the Athene valuation, was used to derive a value of Athene’s existing block of business as well as the value of undeployed capital equivalent to the excess capital held. As of March 31, 2015 Apollo also calculated an implied U.S. GAAP book value multiple for Athene, based on a projected U.S. GAAP book value, and compared that multiple to Athene’s publicly traded insurance peers as a secondary valuation point to assess the reasonableness of the valuation derived under the embedded value method.

As of March 31, 2016 and December 31, 2015, the fair value of Apollo’s investment in Athene Holding was estimated under the U.S. GAAP book value multiple approach by applying a book value multiple to the U.S. GAAP book value per share of Athene Holding. The conversion price for all Athene management incentive shares granted was added to Athene’s U.S. GAAP book value excluding accumulated other comprehensive income (“AOCI”) for purposes of determining U.S. GAAP book value per share. Apollo calculated a multiple for public company peers of Athene by dividing each peer’s market capitalization by its reported U.S. GAAP equity, excluding AOCI. A regression analysis was then prepared based on the calculated multiple of each peer relative to its expected return on U.S. GAAP equity, excluding AOCI, relative to Athene. From this analysis, a comparable book value multiple for Athene was derived and then appropriately discounted to factor in the projected timing of an initial public offering (“IPO”) of Athene and subsequent liquidity of shares (taking into consideration any post-IPO lock-up restrictions on the shares). As a result of the above analysis, Apollo concluded it was appropriate to apply a multiple of 1.02 to Athene’s U.S. GAAP book value per share, in estimating the value per share of Athene Holding at March 31, 2016.

As of March 31, 2016 and December 31, 2015, the significant unobservable input used in the fair value measurement of the investment in Athene Holding was the U.S. GAAP book value multiple. This input in isolation can cause significant increases or decreases in fair value. Specifically, when the U.S. GAAP book value multiple method is used to determine fair value, the significant input used in the valuation model is the U.S. GAAP book value multiple itself. An increase in the U.S. GAAP book value multiple can significantly increase the fair value of an investment; conversely a decrease in the U.S. GAAP book value multiple can significantly decrease the fair value of an investment. The sensitivity of the valuation to changes in the multiple is directly proportional to the change in the multiple itself.

Investments of Consolidated Apollo Funds

The Company is the sole investor in the Apollo Senior Loan Fund and Apollo Alternative Credit Long Short Fund L.P. and therefore consolidates the assets and liabilities of these funds. These funds invest in U.S. denominated senior secured loans, senior secured bonds and other income generating fixed-income investments. Amounts related to these consolidated Apollo funds are primarily presented in net gains (losses) from investment activities on the condensed consolidated statements of operations and in investments in the condensed consolidated statements of financial condition.

Consolidated VIEs

Investments

The significant unobservable inputs used in the fair value measurement of the bank debt term loans and equity securities include the discount rate applied and the multiples applied in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. 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. When a comparable multiple model is used to determine fair value, the comparable multiples are generally multiplied by the underlying companies’ earnings before interest, taxes, depreciation and amortization (“EBITDA”) to establish the total enterprise value of the company. The comparable multiple is determined based on the implied trading multiple of public industry peers.

Liabilities

As of March 31, 2016 and December 31, 2015, the debt obligations of the consolidated CLOs were measured on the basis of the fair value of the financial assets of the CLOs as the financial assets were determined to be more observable and, as a result, categorized as Level II in the fair value hierarchy. See note 2 for further discussion of the Company’s adoption of CFE guidance.

Contingent Consideration Obligations

The significant unobservable input used in the fair value measurement of the contingent consideration obligations is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value. 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 the contingent consideration obligations; conversely, a decrease in the discount rate can significantly increase the fair value of the contingent consideration obligations. The discount rate was based on the cost of equity for the Company. See note 13 for further discussion of the contingent consideration obligations.

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CARRIED INTEREST RECEIVABLE

3 Months Ended

Mar. 31, 2016

Disclosure Carried Interest Receivable Balance [Abstract]

CARRIED INTEREST RECEIVABLE

CARRIED INTEREST RECEIVABLE

Carried interest receivable from private equity, credit and real estate funds consisted of the following:

	As of March 31, 2016		As of December 31, 2015
Private Equity	$	225,944	$	373,871
Credit	240,386		240,844
Real Estate	24,073		29,192
Total carried interest receivable	$	490,403	$	643,907

The table below provides a roll-forward of the carried interest receivable balance for the three months ended March 31, 2016:

	Private Equity			Credit			Real Estate			Total
Carried interest receivable, January 1, 2016	$	373,871		$	240,844		$	29,192		$	643,907
Change in fair value of funds	(147,927		)	30,314			1,384			(116,229		)
Fund distributions to the Company	—			(30,772		)	(6,503		)	(37,275		)
Carried interest receivable, March 31, 2016	$	225,944		$	240,386		$	24,073		$	490,403

The change in fair value of funds includes the reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. The general partner obligation is recognized based upon a hypothetical liquidation of a fund’s net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement of the fund. See note 12 for further disclosure regarding the general partner obligation.

The timing of the payment of carried interest due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, carried interest with respect to the private equity funds and certain credit and real estate funds is payable and is distributed to the fund’s general partner upon realization of an investment if the fund’s cumulative returns are in excess of the preferred return. For most credit funds, carried interest is payable based on realizations after the end of the relevant fund’s fiscal year or fiscal quarter, subject to certain return thresholds, or “high water marks,” having been achieved.

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PROFIT SHARING PAYABLE

3 Months Ended

Mar. 31, 2016

Profit Sharing Payable [Abstract]

PROFIT SHARING PAYABLE

PROFIT SHARING PAYABLE

Profit sharing payable from private equity, credit and real estate funds consisted of the following:

	As of   March 31, 2016		As of   December 31, 2015
Private Equity	$	72,909	$	118,963
Credit	173,440		165,392
Real Estate	11,155		11,319
Total profit sharing payable	$	257,504	$	295,674

The table below provides a roll-forward of the profit sharing payable balance for the three months ended March 31, 2016:

	Private Equity			Credit			Real Estate			Total
Profit sharing payable, January 1, 2016	$	118,963		$	165,392		$	11,319		$	295,674
Profit sharing expense(1)(2)	(44,491		)	18,038			2,456			(23,997		)
Payments/other	(1,563		)	(9,990		)	(2,620		)	(14,173		)
Profit sharing payable, March 31, 2016	$	72,909		$	173,440		$	11,155		$	257,504

(1) Includes (i) changes in amounts payable to employees and former employees entitled to a share of carried interest income in Apollo’s funds and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain Apollo acquisitions. See notes 5 and 13 for further disclosure regarding the contingent consideration obligations.

(2) The Company has recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of March 31, 2016. See note 12 for further discussion regarding the potential return of profit sharing distributions.

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INCOME TAXES

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company is treated as a partnership for income tax purposes and is therefore not subject to U.S. federal, state and local income taxes. APO Corp., a wholly-owned subsidiary of the Company, is subject to U.S. federal, state and local corporate income taxes. Certain other subsidiaries of the Company are subject to New York City Unincorporated Business Tax (“NYC UBT”) attributable to the Company’s operations apportioned to New York City. In addition, certain non-U.S. subsidiaries of the Company are subject to income taxes in their local jurisdictions.

The Company’s income tax (provision) benefit totaled $5.1 million and ($5.5) million for the three months ended March 31, 2016 and 2015, respectively. The Company’s effective tax rate was approximately 6.5% and 6.3% for the three months ended March 31, 2016 and 2015, respectively.

Under U.S. GAAP, a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Based upon the Company’s review of its federal, state, local and foreign income tax returns and tax filing positions, the Company determined that no unrecognized tax benefits for uncertain tax positions were required to be recorded. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.

The Company’s primary jurisdictions in which it operates are the United States, New York State, New York City, California and the United Kingdom. In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax authorities. With a few exceptions, as of March 31, 2016, the Company’s U.S. federal, state, local and foreign income tax returns for the years 2012 through 2015 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax return of a subsidiary for the 2012 tax year. The State and City of New York is examining certain subsidiaries’ tax returns for tax years 2011 and 2013.

The Company has recorded a deferred tax asset for the future amortization of tax basis intangibles as a result of the 2007 Reorganization. The Company recorded additional deferred tax assets as a result of the step-up in tax basis of intangibles from subsequent exchanges of AOG Units for Class A shares. A related tax receivable agreement liability was recorded in due to affiliates in the condensed consolidated statements of financial condition for the expected payments under the tax receivable agreement entered into by and among APO Corp., the Managing Partners, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 12). The increases in the deferred tax asset less the related liability resulted in increases to additional paid-in capital which were recorded in the condensed consolidated statements of changes in shareholders’ equity for the three months ended March 31, 2016 and 2015. The amortization period for these tax basis intangibles is 15 years and the deferred tax assets will reverse over the same period. There were no exchanges of AOG Units for Class A shares during the three months ended March 31, 2016.

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DEBT

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

DEBT

DEBT

Debt consisted of the following:

	As of March 31, 2016							As of December 31, 2015
	Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate		Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate
2013 AMH Credit Facilities - Term Facility(1)	$	499,099	$	501,300	(6)	1.67	%	$	499,327	$	501,300	(6)	1.44	%
2024 Senior Notes(2)	494,717		508,200		(7)	4.00		494,555		495,300		(7)	4.00
2014 AMI Term Facility I(3)	15,243		15,250		(6)	2.02		14,543		14,549		(6)	2.15
2014 AMI Term Facility II(4)	17,640		17,640		(6)	1.75		16,830		16,830		(6)	1.85
2016 AMI Term Facility(5)	19,313		19,313		(6)	1.75		—		—		(6)	—
Total Debt	$	1,046,012	$	1,061,703				$	1,025,255	$	1,027,979

(1) Outstanding balance is presented net of unamortized debt issuance costs of $0.9 million and $0.7 million as of March 31, 2016 and December 31, 2015, respectively.

(2) Includes impact of any amortization of note discount. Outstanding balance is presented net of unamortized debt issuance costs of $4.5 million and $4.6 million as of March 31, 2016 and December 31, 2015, respectively.

(3) On July 3, 2014, Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into a €13.4 millionfive year credit agreement (the “2014 AMI Term Facility I”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.

(4) On December 9, 2014, AMI entered into a €15.5 millionfive year credit agreement (the “2014 AMI Term Facility II”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.

(5) On January 18, 2016, AMI entered into a €17.0 millionfive year credit agreement (the “2016 AMI Term Facility”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.

(6) Fair value is based on obtained broker quotes and these notes would be classified as a Level III liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.

(7) Fair value is based on obtained broker quotes and these notes would be classified as a Level II liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.

2013 AMH Credit Facilities—On December 18, 2013, AMH and its subsidiaries and certain other subsidiaries of the Company (collectively, the “Borrowers”) entered into new credit facilities (the “2013 AMH Credit Facilities”) with JPMorgan Chase Bank, N.A. The 2013 AMH Credit Facilities provide for (i) a term loan facility to AMH (the “Term Facility”) that includes $750 million of the term loan from third-party lenders and $271.7 million of the term loan held by a subsidiary of the Company and (ii) a $500 million revolving credit facility (the “Revolver Facility”), in each case, with an original maturity date of January 18, 2019. On March 11, 2016, the maturity date of both the Term Facility and the Revolver Facility was extended by two years to January 18, 2021. The extension was determined to be a modification of the 2013 AMH Credit Facilities in accordance with U.S. GAAP.

Interest on the borrowings is based on an adjusted LIBOR rate or alternate base rate, in each case plus an applicable margin, and undrawn revolving commitments bear a commitment fee. In connection with the issuance of the 2024 Senior Notes (as defined below), $250 million of the proceeds were used to repay a portion of the Term Facility outstanding with third party lenders at par. The interest rate on the $500 million Term Facility as of March 31, 2016 was 1.76% and the commitment fee as of March 31, 2016 on the $500 million undrawn Revolver Facility was 0.125%. Interest expense incurred by the Company related to the 2013 AMH Credit Facilities was $2.3 million and $1.9 million for the three months ended March 31, 2016 and 2015, respectively. Debt issuance cost amortization expense related to the 2013 AMH Credit Facilities was $0.2 million and $0.2 million for the three months ended March 31, 2016 and 2015, respectively. The $500.0 million carrying value of debt that is recorded on the condensed consolidated statements of financial condition at March 31, 2016 is the amount for which the Company expects to settle the 2013 AMH Credit Facilities.

As of March 31, 2016, the 2013 AMH Credit Facilities were guaranteed by AMH and its subsidiaries, Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., AAA Holdings, L.P., Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, ST Holdings GP, LLC and ST Management Holdings, LLC. The 2013 AMH Credit Facilities contain affirmative and negative covenants which limit the ability of the Borrowers, the guarantors and certain of their subsidiaries to, among other things, incur indebtedness and create liens. Additionally, the 2013 AMH Credit Facilities contain financial covenants which require the Borrowers and their subsidiaries to maintain (1) at least $40 billion of Fee-Generating Assets Under Management and (2) a maximum total net leverage ratio of not more than 4.00 to 1.00 (subject to customary equity cure rights). The 2013 AMH Credit Facilities also contain customary events of default, including events of default arising from non-payment, material misrepresentations, breaches of covenants, cross default to material indebtedness, bankruptcy and changes in control of the Company.

Borrowings under the Revolver Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. In addition, the Borrowers may incur incremental facilities in respect of the Revolver Facility and the Term Facility in an aggregate amount not to exceed $500 million plus additional amounts so long as the Borrowers are in compliance with a net leverage ratio not to exceed 3.75 to 1.00. As of March 31, 2016 and December 31, 2015, the Revolver Facility was undrawn.

2024 Senior Notes—On May 30, 2014, AMH issued $500 million in aggregate principal amount of its 4.000% Senior Notes due 2024 (the “2024 Senior Notes”), at an issue price of 99.722% of par. Interest on the 2024 Senior Notes is payable semi-annually in arrears on May 30 and November 30 of each year. The 2024 Senior Notes will mature on May 30, 2024. The discount will be amortized into interest expense on the condensed consolidated statements of operations over the term of the 2024 Senior Notes. Interest expense incurred by the Company related to the 2024 Senior Notes was $5.0 million and $5.0 million for the three months ended March 31, 2016 and 2015, respectively. The debt issuance costs incurred in connection with the issuance of the 2024 Senior Notes are amortized into interest expense over the term of the debt arrangement. As such, the debt issuance cost amortization expense related to the issuance of the 2024 Senior Notes was $0.1 million and $0.1 million for the three months ended March 31, 2016 and 2015, respectively. The face amount of $500.0 million related to the 2024 Senior Notes is the amount for which the Company is obligated to settle the 2024 Senior Notes.

As of March 31, 2016, the 2024 Senior Notes were guaranteed by Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, AMH Holdings (Cayman), L.P. and any other entity that is required to become a guarantor of the notes under the terms of the indenture governing the 2024 Senior Notes (the “2024 Senior Notes Indenture”). The 2024 Senior Notes Indenture includes covenants that restrict the ability of AMH and, as applicable, the guarantors to incur indebtedness secured by liens on voting stock or profit participating equity interests of their respective subsidiaries or merge, consolidate or sell, transfer or lease assets. The 2024 Senior Notes Indenture also provides for customary events of default.

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NET INCOME (LOSS) PER CLASS A SHARE

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER CLASS A SHARE

NET INCOME (LOSS) PER CLASS A SHARE

U.S. GAAP requires use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. During periods of undistributed losses, the undistributed loss is allocated to a participating security only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity.

The remaining undistributed earnings are allocated to Class A shares and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Earnings or losses allocated to each class of security are then divided by the applicable number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding Class A shares and includes the number of additional Class A shares that would have been outstanding if the dilutive Class A shares had been issued. The numerator is adjusted for any changes in income or loss that would result if the dilutive Class A shares were issued.

The table below presents basic and diluted net income (loss) per Class A share using the two-class method for the three months ended March 31, 2016 and 2015:

	Basic and Diluted
	For the Three Months Ended March 31,
	2016				2015
Numerator:
Net income (loss) attributable to Apollo Global Management, LLC	$	(32,828	)		$	30,927
Distributions declared on Class A shares	(51,432		)	(1)	(144,394		)	(1)
Distributions on participating securities(3)	(2,123		)		(15,264		)
Undistributed loss attributable to Class A shareholders: Basic and Diluted	$	(86,383	)		$	(128,731	)
Denominator:
Weighted average number of Class A shares outstanding: Basic and Diluted	182,665,330				165,968,620
Net Income (Loss) per Class A Share: Basic and Diluted(2)
Distributed Income	$	0.28			$	0.87
Undistributed Loss	(0.47		)		(0.78		)
Net Income (Loss) per Class A Share: Basic and Diluted	$	(0.19	)		$	0.09

(1) See note 12 for information regarding the quarterly distributions declared and paid during 2016 and 2015.

(2) For the three months ended March 31, 2016 and 2015, the Company had an undistributed loss attributable to Class A shareholders and all of the classes of securities were anti-dilutive.

(3) Participating securities consist of vested and unvested RSUs that have rights to distributions and unvested restricted shares.

The Company has granted RSUs that provide the right to receive, subject to vesting, Class A shares of Apollo Global Management, LLC, pursuant to the Company’s 2007 Omnibus Equity Incentive Plan. Certain RSU grants to employees provide the right to receive distribution equivalents on vested RSUs on an equal basis any time a distribution is declared. The Company refers to these RSU grants as “Plan Grants.” For certain Plan Grants, distribution equivalents are paid in January of the calendar year next following the calendar year in which a distribution on Class A shares was declared. In addition, certain RSU grants to employees provide that both vested and unvested RSUs participate in distribution equivalents on an equal basis with the Class A shareholders any time a distribution is declared. The Company refers to these as “Bonus Grants.”

Any distribution equivalent paid to an employee will not be returned to the Company upon forfeiture of the award by the employee. Vested and unvested RSUs that are entitled to non-forfeitable distribution equivalents qualify as participating securities and are included in the Company’s basic and diluted earnings per share computations using the two-class method. The holder of an RSU participating security would have a contractual obligation to share in the losses of the entity if the holder is obligated to fund the losses of the issuing entity or if the contractual principal or mandatory redemption amount of the participating security is reduced as a result of losses incurred by the issuing entity. Because the RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.

Holders of AOG Units are subject to the vesting requirements and transfer restrictions set forth in the agreements with the respective holders, and may a limited number of times each year, upon notice (subject to the terms of the Exchange Agreement), exchange their AOG Units for Class A shares on a one-for-one basis. An AOG Unit holder must exchange one unit in each of the Apollo Operating Group partnerships to effectuate an exchange for one Class A share.

Apollo Global Management, LLC has one Class B share outstanding, which is held by BRH Holdings GP, Ltd. (“BRH”). The voting power of the Class B share is reduced on a one vote per one AOG Unit basis in the event of an exchange of AOG Units for Class A shares, as discussed above. The Class B share has no net income (loss) per share as it does not participate in Apollo’s earnings (losses) or distributions. The Class B share has no distribution or liquidation rights. The Class B share has voting rights on a pari passu basis with the Class A shares. The Class B share represented 61.0% and 64.4% of the total voting power of the Company’s shares entitled to vote as of March 31, 2016 and 2015, respectively.

The following table summarizes the anti-dilutive securities for the three months ended March 31, 2016 and 2015, respectively.

	For the Three Months Ended March 31,
	2016	2015
Weighted average vested RSUs	3,142,789	14,672,264
Weighted average unvested RSUs	6,211,882	4,895,843
Weighted average unexercised options	222,920	231,253
Weighted average AOG Units outstanding	216,169,856	222,545,477
Weighted average unvested restricted shares	99,135	50,316

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EQUITY-BASED COMPENSATION

3 Months Ended

Mar. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

EQUITY-BASED COMPENSATION

EQUITY-BASED COMPENSATION

RSUs

The Company grants RSUs under the Company’s 2007 Omnibus Equity Incentive Plan. These grants are accounted for as a grant of equity awards in accordance with U.S. GAAP. The fair value of all grants after March 29, 2011 is based on the grant date fair value, which considers the public share price of the Company. For Plan Grants, the grant date fair value is based on the grant date public share price of the Company’s Class A shares discounted primarily for transfer restrictions and lack of distributions until vested. For Bonus Grants, the grant date fair value is based on the grant date public share price of the Company’s Class A shares discounted primarily for transfer restrictions and in certain cases timing of distributions. There were no Plan Grants or Bonus Grants awarded during the three months ended March 31, 2016.

The estimated total fair value of the grants is charged to compensation expense on a straight-line basis over the vesting period, which for Plan Grants is generally up to six years, with the first installment vesting one year after grant and quarterly vesting thereafter, and for Bonus Grants is generally annual vesting over three years. The actual forfeiture rate was 0.9% and 0.1% for the three months ended March 31, 2016 and 2015, respectively. Compensation expense recognized for the three months ended March 31, 2016 and 2015 was $18.1 million and $17.4 million, respectively.

The following table summarizes RSU activity for the three months ended March 31, 2016:

	Unvested		Weighted  Average Grant Date Fair Value		Vested		Total Number  of RSUs Outstanding
Balance at January 1, 2016	11,040,143		$	16.40	6,294,053		17,334,196		(1)
Granted	—		—		—		—
Forfeited	(97,976	)	17.16		—		(97,976	)
Delivered	—		16.64		(4,923,438	)	(4,923,438	)
Vested	(436,297	)	16.53		436,297		—
Balance at March 31, 2016	10,505,870		$	16.39	1,806,912		12,312,782		(1)

(1) Amount excludes RSUs which have vested and have been issued in the form of Class A shares.

Units Expected to Vest—As of March 31, 2016, approximately 10,100,000 RSUs were expected to vest over the next 3.0 years.

Delivery of Class A Shares - RSUs and Share Options

During the three months ended March 31, 2016 and 2015, the Company delivered Class A shares in settlement of vested RSUs and exercised share options. The Company has generally allowed holders of vested RSUs and exercised share options to settle their tax liabilities by reducing the number of Class A shares delivered to them, which the Company refers to as “net share settlement.” Additionally, the Company has generally allowed holders of share options to settle their exercise price by reducing the number of Class A shares delivered to them at the time of exercise by an amount sufficient to cover the exercise price. The net share settlement results in a liability for the Company and a corresponding accumulated deficit adjustment. This adjustment for the three months ended March 31, 2016 was 22.0 million.

The delivery of Class A shares in settlement of vested RSUs and exercised share options does not cause a transfer of amounts in the condensed consolidated statements of changes in shareholders’ equity to the Class A shareholders. The delivery of Class A shares in settlement of vested RSUs and exercised share options causes the income allocated to the Non-Controlling Interests to shift to the Class A shareholders from the date of delivery forward. The table below summarizes the delivery of Class A shares in settlement of vested RSUs and exercised share options for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016		2015
Class A shares delivered or issued	3,276,701		4,640,825
Gross value of shares(1)	$	66,259	$	110,712

(1) Based on the closing price of a Class A share at the time of delivery.

Restricted Share Awards—Athene Holding

Athene Holding has granted restricted share awards (“AHL Awards”) to certain employees of Apollo, which function similarly to options as they are exchangeable for Class A shares of Athene Holding upon payment of a conversion price and the satisfaction of certain other conditions. Certain of the awards granted are subject to time-based vesting conditions that generally vest over five years and achieving certain metrics, such as attainment of certain rates of return and realized cash received by certain investors in Athene Holding upon sale of their shares. The AHL Awards are not convertible into Class A shares of Athene Holding until the completion of an initial public offering of Athene Holding. During 2014, the vesting terms of some of the AHL Awards were modified such that the portion of AHL Awards related to services provided from the date of grant were deemed vested.

The AHL Awards, are accounted for as a prepaid compensation asset within other assets and deferred revenue in the condensed consolidated statements of financial condition. From the date of grant, the deferred revenue is recognized as management fees and the prepaid compensation asset is recognized as compensation expense over the vesting period. The fair value of the awards to employees is based on the grant date fair value, which utilizes the share price of Athene Holding, less discounts for transfer restrictions. Shares granted as part of the AHL Awards were valued using a multiple-scenario model, which considers the price volatility of the underlying stock price of Athene Holding, time to expiration and the risk-free rate. The awards granted are recognized as liability awards and are remeasured each period to reflect the fair value of the prepaid compensation asset and deferred revenue. Any changes in fair value are recorded in management fees and equity-based compensation expense in the condensed consolidated statements of operations.

For the three months ended March 31, 2016 and 2015, $(7.0) million and $1.7 million of equity-based compensation expense was recognized in the condensed consolidated statements of operations, respectively, related to AHL Awards granted to employees of Athene Asset Management.

Equity-Based Compensation Allocation

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

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended March 31, 2016:

	Total Amount			Non- Controlling Interest  % in Apollo Operating Group		Allocated to Non- Controlling Interest in Apollo Operating Group(1)			Allocated to Apollo Global Management, LLC
RSUs and Share Options	$	18,992		—	%	$	—		$	18,992
AHL Awards	(7,034		)	54.1		(3,805		)	(3,229		)
Other equity-based compensation awards	2,044			54.1		1,106			938
Total equity-based compensation	$	14,002				(2,699		)	16,701
Less other equity-based compensation awards (2)						2,699			1,766
Capital increase related to equity-based compensation						$	—		$	18,467

(1) Calculated based on average ownership percentage for the period considering Class A share issuances during the period.

(2) Includes equity-based compensation reimbursable by certain funds.

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended March 31, 2015:

	Total Amount		Non- Controlling Interest % in Apollo Operating Group		Allocated to Non- Controlling Interest in Apollo Operating Group(1)			Allocated to Apollo Global Management, LLC
RSUs and Share Options	$	17,035	—	%	$	—		$	17,035
AHL Awards	1,721		57.0		981			740
Other equity-based compensation awards	1,347		57.0		767			580
Total equity-based compensation	$	20,103			1,748			18,355
Less other equity-based compensation awards(2)					(1,748		)	(972		)
Capital increase related to equity-based compensation					$	—		$	17,383

(1) Calculated based on average ownership percentage for the period considering Class A share issuances during the period.

(2) Includes equity-based compensation reimbursable by certain funds.

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

The Company typically facilitates the initial payment of certain operating costs incurred by the funds that it manages as well as their affiliates. These costs are normally reimbursed by such funds and are included in due from affiliates.

Due from affiliates and due to affiliates are comprised of the following:

	March 31, 2016		December 31, 2015
Due from Affiliates:
Due from private equity funds	$	20,564	$	21,532
Due from portfolio companies	36,726		36,424
Due from credit funds	125,513		124,660
Due from Contributing Partners, employees and former employees	56,892		42,491
Due from real estate funds	22,208		22,728
Total Due from Affiliates	$	261,903	$	247,835
Due to Affiliates:
Due to Managing Partners and Contributing Partners in connection with the tax receivable agreement	$	506,162	$	506,162
Due to private equity funds	19,084		16,293
Due to credit funds	66,898		57,981
Due to real estate funds	147		580
Distributions payable to employees	1,963		13,520
Total Due to Affiliates	$	594,254	$	594,536

Tax Receivable Agreement and Other

Subject to certain restrictions, each of the Managing Partners and Contributing Partners has the right to exchange their vested AOG Units for the Company’s Class A shares. Certain Apollo Operating Group entities have made an election under Section 754 of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which will result in an adjustment to the tax basis of the assets owned by the Apollo Operating Group at the time of the exchange. These exchanges will result in increases in tax deductions that will reduce the amount of tax that APO Corp. will otherwise be required to pay in the future.

The tax receivable agreement provides for the payment to the Managing Partners and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that APO Corp. would realize as a result of the increases in tax basis of assets that resulted from the 2007 Reorganization and exchanges of AOG Units for Class A shares. If the Company does not make the required annual payment on a timely basis as outlined in the tax receivable agreement, interest is accrued on the balance until the payment date. These payments are expected to occur approximately over the next 15 years.

Pursuant to the tax receivable agreement, the Managing Partners and Contributing Partners who exchanged AOG Units for Class A shares will receive payment from APO Corp. of 85% of the amount of the actual cash tax savings, if any, in U.S. federal, state, local and foreign income tax that APO Corp. realizes as a result of these increases in tax deductions and tax basis, and certain other tax benefits, including imputed interest expense. APO Corp. retains the benefit from the remaining 15% of actual cash tax savings.

Due from Contributing Partners, Employees and Former Employees

As of March 31, 2016 and December 31, 2015, due from Contributing Partners, Employees and Former Employees includes various amounts due to the Company including employee loans and return of profit sharing distributions. As of March 31, 2016 and December 31, 2015, the balance included interest-bearing employee loans receivable of $25.0 million. The outstanding principal amount of the loans as well as all accrued and unpaid interest is required to be repaid at the earlier of the eighth anniversary of the date of the relevant loan or at the date of the relevant employee’s resignation from the Company.

The Company has recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of March 31, 2016 with respect to Fund VII, ACLF, Fund V, ANRP I and a performance-based incentive plan of $13.6 million, $7.2 million, $4.2 million, $1.3 million and $2.2 million, respectively. The $13.6 million clawback of profit sharing with respect to Fund VII was recorded during the three months ended March 31, 2016, of which $11.0 million pertained to periods prior to December 31, 2015. The receivable with respect to ACLF, Fund V, ANRP I and a performance-based incentive plan was $6.9 million, $4.9 million, $1.3 million and $1.6 million, respectively, as of December 31, 2015.

Distributions

In addition to other distributions such as payments pursuant to the tax receivable agreement, the table below presents information regarding the quarterly distributions which were made at the sole discretion of the manager of the Company during 2015 (in millions, except per share data):

Distribution Declaration Date	Distribution per Class A  Share		Distribution Payment Date	Distribution to Class A Shareholders		Distribution to Non-Controlling Interest Holders in the Apollo Operating  Group			Total Distributions from Apollo  Operating Group		Distribution Equivalents  on Participating Securities
February 5, 2015	$	0.86	February 27, 2015	$	144.4	$	191.3		$	335.7	$	15.3
April 11, 2015	—		April 11, 2015	—		22.4		(1)	22.4		—
May 7, 2015	0.33		May 29, 2015	56.8		72.8			129.6		4.9
July 29, 2015	0.42		August 31, 2015	74.8		91.2			166.0		5.1
October 28, 2015	0.35		November 30, 2015	63.4		75.7			139.1		3.1
For the year ended December 31, 2015	$	1.96		$	339.4	$	453.4		$	792.8	$	28.4
February 3, 2016	$	0.28	February 29, 2016	$	51.4	$	60.5		$	111.9	$	2.1
For the three months ended March 31, 2016	$	0.28		$	51.4	$	60.5		$	111.9	$	2.1

(1) On April 11, 2015, the Company made a $0.10 distribution per AOG Unit to the Non-Controlling Interest holders in the Apollo Operating Group.

Indemnity

Carried interest income from certain funds that the Company manages can be distributed to the Company on a current basis, but is subject to repayment by the subsidiary of the Apollo Operating Group that acts as general partner of the fund in the event that certain specified return thresholds are not ultimately achieved. The Managing Partners, Contributing Partners and certain other investment professionals have personally guaranteed, subject to certain limitations, the obligation of these subsidiaries in respect of this general partner obligation. Such guarantees are several and not joint and are limited to a particular Managing Partner’s or Contributing Partner’s distributions. An existing shareholders agreement includes clauses that the Company will indemnify each of the Company’s Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of certain funds that the Company manages (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that the Company’s Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group.

Accordingly, in the event that the Company’s Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation for the return of previously made distributions, the Company will be obligated to reimburse the Company’s Managing Partners and certain Contributing Partners for the indemnifiable percentage of amounts that they are required to pay even though the Company did not receive the certain distribution to which that general partner obligation related. The Company recorded an indemnification liability of $3.9 million and $4.6 million, respectively, as of March 31, 2016 and December 31, 2015.

Due to Private Equity Funds

Based upon a hypothetical liquidation of Fund V and ANRP I as of March 31, 2016, the Company has recorded a general partner obligation to return previously distributed carried interest income, which represents amounts due to these funds. As such, there was a general partner obligation to return previously distributed carried interest income with respect to Fund V and ANRP I of $9.2 million and $3.4 million accrued as of March 31, 2016, respectively. As of December 31, 2015, the Company accrued a general partner obligation to return previously distributed carried interest income with respect to Fund V and ANRP I of $10.8 million and $3.4 million, respectively. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement of the fund.

Due to Credit Funds

Based upon a hypothetical liquidation of certain of our credit funds, as of March 31, 2016 and December 31, 2015, the Company has recorded a general partner obligation to return previously distributed carried interest income, which represents amounts due to these funds. As such, there was a general partner obligation to return previously distributed carried interest income with respect to ACLF, APC and certain SIAs within the credit segment of $26.4 million, $2.1 million and $33.0 million accrued as of March 31, 2016, respectively. As of December 31, 2015, the Company accrued a general partner obligation to return previously distributed carried interest income with respect to ACLF, COF II, APC and certain SIAs within the credit segment of $25.6 million, $0.4 million, $2.1 million and $29.7 million accrued, respectively. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement or other governing document of the fund.

Athene

Athene Holding is the ultimate parent of various insurance company operating subsidiaries. Through its subsidiaries, Athene Holding provides insurance products focused primarily on the retirement market and its business centers primarily on issuing or reinsuring fixed indexed annuities.

The Company, through its consolidated subsidiary, Athene Asset Management, provides asset management services to Athene, including asset allocation services, direct asset management services, risk management, asset and liability matching management, mergers and acquisitions, asset diligence hedging and other asset management services, and receives a gross management fee of 0.40% per annum on all assets under management in accounts owned by or related to Athene (the “Athene Accounts”) with certain limited exceptions. Another subsidiary of the Company provides investment advisory services to Athene Germany and receives a gross fee of 0.10% per annum on the assets with respect to which it advises.

The Company provides sub-advisory services with respect to a portion of the assets in the Athene Accounts. In addition, from time to time, Athene also invests in funds and investment vehicles that Apollo manages. The Company broadly refers to “Athene Sub-Advised” assets under management as those assets in the Athene Accounts which the Company explicitly sub-advises as well as those assets in the Athene Accounts which are invested directly in funds and investment vehicles Apollo manages (“Athene Assets Directly Invested”).

With respect to assets in the Athene Accounts which the Company explicitly sub-advises, the Company earns up to 0.40% per annum on assets up to $10 billion and 0.35% per annum on all such assets in excess of $10 billion, with certain limited exceptions. These fees are in addition to the gross management fee of 0.40% per annum paid to Athene Asset Management. A majority of the assets in the Athene Accounts which the Company explicitly sub-advises are in accounts that invest in high-grade credit asset classes, such as CLO debt, commercial mortgage backed securities and insurance-linked securities.

With respect to Athene Assets Directly Invested, Apollo receives management fees and carried interest, if applicable, directly from the relevant funds under the investment management agreements and other governing documents of such funds. Fees paid to the Company related to such fund investments vary from 0% per annum to 1.75% per annum with respect to management fees and 0% to 20% with respect to carried interest. These fees are in addition to the gross management fee of 0.40% per annum paid to Athene Asset Management.

The Company refers to the portion of the Athene Asset Management assets under management that is not Athene Sub-Advised as “Athene Non-Sub-Advised”. Athene Asset Management and other Apollo subsidiaries incur all expenses associated with their provision of services to Athene.

Apollo, as general partner of AAA Investments, is generally entitled to a carried interest that allocates to it 20% of the realized returns (net of related expenses, including borrowing costs) on the investments of AAA Investments, except that Apollo is not entitled to receive any carried interest with respect to the shares of Athene Holding that were acquired (and not in satisfaction of prior commitments to buy such shares) by AAA Investments in the contribution of certain assets by AAA to Athene in October 2012. Carried interest receivable from AAA Investments will be paid in common shares of Athene Holding (valued at the then fair market value) if there is a distribution in kind of shares of Athene Holding (unless such payment in shares would violate Section 16(b) of the Exchange Act) or paid in cash if AAA sells the shares of Athene Holding. For the three months ended March 31, 2016, the Company recorded carried interest loss, taking into account the related profit sharing expense of $(19.1) million from AAA Investments, which is recorded in the condensed consolidated statements of operations. As of March 31, 2016 and December 31, 2015, the Company had a $155.9 million and $185.5 million carried interest receivable, respectively, related to AAA Investments. As of March 31, 2016 and December 31, 2015, the Company had a related profit sharing payable of $52.4 million and $62.8 million, respectively, recorded in profit sharing payable in the condensed consolidated statements of financial condition.

For the three months ended March 31, 2016 and 2015, Apollo earned revenues in the aggregate totaling $(27.4) million and $94.5 million, respectively, consisting of management fees, sub-advisory and monitoring fees and carried interest income from Athene after considering the related profit sharing expense and changes in the market value of the Athene Holding shares owned directly by Apollo, which is recorded in the condensed consolidated statements of operations. These amounts exclude the deferred revenue recognized as management fees associated with the vesting of AHL Awards granted to employees of Athene Asset Management as further described in note 11.

The Company had an approximate 9.1% economic ownership interest in Athene Holding as of March 31, 2016, which comprises Apollo’s direct ownership of 8.0% of the economic equity of Athene Holding plus an additional 1.1% economic ownership interest, which is calculated as the sum of the Company’s approximate 2.3% economic ownership interest in AAA and the Company’s approximate 0.06% economic ownership interest in AAA Investments, multiplied by AAA Investments’ approximate 46.3% economic ownership interest in Athene, calculated without giving effect to restricted common shares issued under Athene’s management equity plan as of March 31, 2016.

The Company had an approximate 9.2% economic ownership interest in Athene Holding as of December 31, 2015, which comprises Apollo’s direct ownership of 8.0% of the economic equity of Athene Holding plus an additional 1.2% economic ownership interest, which is calculated as the sum of the Company’s approximate 2.4% economic ownership interest in AAA and the Company’s approximate 0.06% economic ownership interest in AAA Investments, multiplied by AAA Investments’ approximate 46.3% economic ownership interest in Athene, calculated without giving effect to restricted common shares issued under Athene’s management equity plan as of December 31, 2015.

Regulated Entities

Apollo Global Securities, LLC (“AGS”) is a registered broker dealer with the SEC and is a member of the Financial Industry Regulatory Authority, subject to the minimum net capital requirements of the SEC. AGS was in compliance with these requirements at March 31, 2016. From time to time, this entity is involved in transactions with affiliates of Apollo, including portfolio companies of the funds Apollo manages, whereby AGS earns underwriting and transaction fees for its services.

Apollo Management International LLP, is authorized and regulated by the U.K. Financial Conduct Authority and as such is subject to the capital requirements of the U.K. Financial Conduct Authority. This entity has continuously operated in excess of these regulatory capital requirements.

Certain other of the Company’s U.S. and non-U.S. subsidiaries are subject to various regulations, including a number of U.S. entities that are registered as investment advisors with the SEC. To the extent applicable, these entities have continuously operated in excess of any minimum regulatory capital requirements.

Interests in Consolidated Entities

The table below presents equity interests in Apollo’s consolidated, but not wholly-owned, subsidiaries and funds. Net income and comprehensive income attributable to Non-Controlling Interests consisted of the following:

	For the Three Months Ended March 31,
	2016			2015
Interest in management companies and a co-investment vehicle(1)	$	(2,082	)	$	(2,882	)
Other consolidated entities	47			(2,083		)
Net (income) attributable to Non-Controlling Interests in consolidated entities	(2,035		)	(4,965		)
Net income attributable to Appropriated Partners’ Capital(2)	—			2,406
Net (income) loss attributable to Non-Controlling Interests in the Apollo Operating Group	43,768			(48,012		)
Net (Income) Loss attributable to Non-Controlling Interests	$	41,733		$	(50,571	)
Net income attributable to Appropriated Partners’ Capital(3)	—			(2,406		)
Other comprehensive (income) loss attributable to Non-Controlling Interests	(2,634		)	7,582
Comprehensive (Income) Loss Attributable to Non-Controlling Interests	$	39,099		$	(45,395	)

(1) Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our credit funds.

(2) Reflects net income of the consolidated CLOs classified as VIEs.

(3) Appropriated Partners’ Capital is included in total Apollo Global Management, LLC shareholders’ equity and is therefore not a component of comprehensive income attributable to Non-Controlling Interests on the condensed consolidated statements of comprehensive income.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Investment Commitments—As a limited partner, general partner and manager of the Apollo funds, Apollo had unfunded capital commitments as of March 31, 2016 and December 31, 2015 of $564.0 million and $566.3 million, respectively.

Apollo has an ongoing obligation to acquire additional common units of AAA in an amount equal to 25% of the aggregate after-tax cash distributions, if any, that are made by AAA to Apollo’s affiliates pursuant to the carried interest distribution rights that are applicable to investments made through AAA Investments. In addition, on April 30, 2015, Apollo entered into a revolving credit agreement with AAA Investments (“AAA Investments Credit Agreement”). Under the terms of the AAA Investments Credit Agreement, the Company shall make available to AAA Investments one or more advances at the discretion of AAA Investments in the aggregate amount not to exceed a balance of $10.0 million at an applicable rate of LIBOR plus 1.5%. The Company receives an annual commitment fee of 0.125%  on the unused portion of the loan. As of March 31, 2016, no advance on the AAA Investments Credit Agreement had been made by the Company.

Debt Covenants—Apollo’s debt obligations contain various customary loan covenants. As of March 31, 2016, the Company was not aware of any instances of non-compliance with the financial covenants contained in the documents governing the Company’s debt obligations.

Litigation and Contingencies—Apollo is, from time to time, party to various legal actions arising in the ordinary course of business including claims and lawsuits, reviews, investigations or proceedings by governmental and self regulatory agencies regarding its business.

In March 2012, plaintiffs filed two putative class actions, captioned Kelm v. Chase Bank (No. 12-cv-332) and Miller v. 1-800-Flowers.com, Inc. (No. 12-cv-396), in the District of Connecticut on behalf of a class of consumers alleging online fraud. The defendants included, among others, Trilegiant Corporation, Inc. (“Trilegiant”), its parent company, Affinion Group, LLC (“Affinion”), and AGM, which is affiliated with funds that are the beneficial owners of 68% of Affinion’s common stock. In both cases, plaintiffs allege that Trilegiant, aided by its business partners, who include e-merchants and credit card companies, developed a set of business practices intended to create consumer confusion and ultimately defraud consumers into unknowingly paying fees to clubs for unwanted services. Plaintiffs allege that AGM is a proper defendant because of its indirect stock ownership and ability to appoint the majority of Affinion’s board. The complaints assert claims under the Racketeer Influenced Corrupt Organizations Act; the Electronic Communications Privacy Act; the Connecticut Unfair Trade Practices Act; and the California Business and Professional Code, and seek, among other things, restitution or disgorgement, injunctive relief, compensatory, treble and punitive damages, and attorneys’ fees. The allegations in Kelm and Miller are substantially similar to those in Schnabel v. Trilegiant Corp. (No. 3:10-cv-957), a putative class action filed in the District of Connecticut in 2010 that names only Trilegiant and Affinion as defendants. The court has consolidated the Kelm, Miller, and Schnabel cases under the caption In re: Trilegiant Corporation, Inc. and ordered that they proceed on the same schedule. On June 18, 2012, the court appointed lead plaintiffs’ counsel, and on September 7, 2012, plaintiffs filed their consolidated amended complaint (“CAC”), which alleges the same causes of action against AGM as did the complaints in the Kelm and Miller cases. Defendants filed motions to dismiss on December 7, 2012, plaintiffs filed opposition papers on February 7, 2013, and defendants filed replies on April 5, 2013. On December 5, 2012, plaintiffs filed another putative class action, captioned Frank v. Trilegiant Corp. (No. 12- cv-1721), in the District of Connecticut, naming the same defendants and containing allegations substantially similar to those in the CAC. On January 23, 2013, plaintiffs moved to transfer and consolidate Frank into In re: Trilegiant. On July 24, 2013 the Frank court transferred the case to Judge Bryant, who is presiding over In re: Trilegiant, and on March 28, 2014, Judge Bryant granted the motion to consolidate. On September 25, 2013, the court held oral argument on defendants’ motions to dismiss.  On March 28, 2014, the court granted in part and denied in part motions to dismiss filed by Affinion and Trilegiant on behalf of all defendants, and also granted separate motions to dismiss filed by certain defendants, including AGM. On that same day, the court directed the clerk to terminate AGM as a defendant in the consolidated action. The case is proceeding against several defendants, and so plaintiffs’ time to file their notice of appeal as to the dismissed defendants has not begun running.

Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of Apollo have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo’s funds, seeking information regarding the use of placement agents. California Public Employees’ Retirement System (“CalPERS”), one of Apollo’s Strategic Investors, announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. The report of the CalPERS’ Special Review was issued on March 14, 2011. That report does not allege any wrongdoing on the part of Apollo or its affiliates. Apollo is continuing to cooperate with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC (“Arvco”) (a placement agent that Apollo has used) and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS’s purchase of securities in various funds managed by Apollo and another asset manager. Apollo is not a party to the civil lawsuit and the lawsuit does not allege any misconduct on the part of Apollo. Likewise, on April 23, 2012, the SEC filed a lawsuit alleging securities fraud on the part of Arvco, as well as Messrs. Buenrostro and Villalobos, in connection with their activities concerning certain CalPERS investments in funds managed by Apollo. This lawsuit also does not allege wrongdoing on the part of Apollo, and alleges that Apollo was defrauded by Arvco, Villalobos, and Buenrostro. On March 14, 2013, the United States Department of Justice unsealed an indictment against Messrs. Villalobos and Buenrostro alleging, among other crimes, fraud in connection with those same activities; again, Apollo is not accused of any wrongdoing and in fact is alleged to have been defrauded by the defendants. The criminal action was set for trial in a San Francisco federal court in July 2014, but was put on hold after Mr. Buenrostro pleaded guilty on July 11, 2014. As part of Mr. Buenrostro’s plea agreement, he admitted to taking cash and other bribes from Mr. Villalobos in exchange for several improprieties, including attempting to influence CalPERS’ investing decisions and improperly preparing disclosure letters to satisfy Apollo’s requirements. There is no suggestion that Apollo was aware that Mr. Buenrostro had signed the letters with a corrupt motive. The government has indicated that they will file new charges against Mr. Villalobos incorporating Mr. Buenrostro’s admissions. On August 7, 2014, the government filed a superseding indictment against Mr. Villalobos asserting additional charges. Trial had been scheduled for February 23, 2015, but Mr. Villalobos passed away on January 13, 2015. Additionally, on April 15, 2013, Mr. Villalobos, Arvco and related entities (the “Arvco Debtors”) brought a civil action in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”) against Apollo. The action is related to the ongoing bankruptcy proceedings of the Arvco Debtors. This action alleges that Arvco served as a placement agent for Apollo in connection with several funds associated with Apollo, and seeks to recover purported fees the Arvco Debtors claim Apollo has not paid them for a portion of Arvco’s placement agent services. In addition, the Arvco Debtors allege that Apollo has interfered with the Arvco Debtors’ commercial relationships with third parties, purportedly causing the Arvco Debtors to lose business and to incur fees and expenses in the defense of various investigations and litigations. The Arvco Debtors also seek compensation from Apollo for these alleged lost profits and fees and expenses. The Arvco Debtors’ complaint asserts various theories of recovery under the Bankruptcy Code and common law. Apollo denies the merit of all of the Arvco Debtors’ claims and will vigorously contest them. The Bankruptcy Court had stayed this action pending the result in the criminal case against Mr. Villalobos but lifted the stay on May 1, 2015; in light of Mr. Villalobos’s death, the criminal case was dismissed.  For these reasons, no estimate of possible loss, if any, can be made at this time.

On June 18, 2014, BOKF N.A. (the “First Lien Trustee”), the successor indenture trustee under the indenture governing the First Lien Notes issued by Momentive Performance Materials, Inc. (“Momentive”), commenced a lawsuit in the Supreme Court for the State of New York, New York County against AGM and members of an ad hoc group of Second Lien Noteholders (including, but not limited to, Euro VI (BC) S.a.r.l.). The First Lien Trustee amended its complaint on July 2, 2014 (the “First Lien Intercreditor Action”). In the First Lien Intercreditor Action, the First Lien Trustee seeks, among other things, a declaration that the defendants violated an intercreditor agreement entered into between holders of the First Lien Notes and holders of the second lien notes. On July 16, 2014, the successor indenture trustee under the indenture governing the 1.5 Lien Notes (the “1.5 Lien Trustee,” and, together with the First Lien Trustee, the “Indenture Trustees”) filed an action in the Supreme Court of the State of New York, New York County that is substantially similar to the First Lien Intercreditor Action (the “1.5 Lien Intercreditor Action,” and, together with the First Lien Intercreditor Action, the “Intercreditor Actions”). AGM subsequently removed the Intercreditor Actions to federal district court, and the Intercreditor Actions were automatically referred to the Bankruptcy Court adjudicating the Momentive chapter 11 bankruptcy cases. The Indenture Trustees then filed motions with the Bankruptcy Court to remand the Intercreditor Actions back to the state court (the “Remand Motions”). On September 9, 2014, the Bankruptcy Court denied the Remand Motions. On August 15, 2014, the defendants in the Intercreditor Actions (including AGM) filed a motion to dismiss the 1.5 Lien Intercreditor Action and a motion for judgment on the pleadings in the First Lien Intercreditor Action (the “Dismissal Motions”). On September 30, 2014, the Bankruptcy Court granted the Dismissal Motions. In its order granting the Dismissal Motions, the Bankruptcy Court gave the Indenture Trustees until mid-November 2014 to move to amend some, but not all, of the claims alleged in their respective complaints. On November 14, 2014, the Indenture Trustees moved to amend their respective complaints pursuant to the Bankruptcy Court’s order (the “Motions to Amend”). On January 9, 2015, the defendants filed their oppositions to the Motions to Amend. On January 16, 2015, the Bankruptcy Court denied the Motions to Amend (the “Dismissal Order”), but gave the Indenture Trustees until March 2, 2015 to seek to amend their respective complaints. On March 2, 2015, the First Lien Trustee filed a motion seeking to amend its complaint. On April 10, 2015, the defendants, including AGM and Euro VI (BC) S.a.r.l., filed an opposition to the First Lien Trustee’s motion to amend. Instead of moving again to amend its complaint, the 1.5 Lien Trustee chose to appeal the Dismissal Order (the “1.5 Lien Appeal”). On March 30, 2015, the 1.5 Lien Trustee filed its Statement of Issues and Designation of Record on Appeal. On March 31, 2015, because the legal issues presented in the 1.5 Lien Appeal are substantially similar to those presented in the First Lien Intercreditor Action, the parties in the 1.5 Lien Appeal submitted a joint stipulation and proposed order to the District Court staying the briefing schedule on the 1.5 Lien Appeal pending the outcome of the First Lien Trustee’s most recent motion to amend. On April 13, 2015, the Defendants filed their Counter-Designation of the Record on Appeal in the 1.5 Lien Appeal. On May 8, 2015, the Bankruptcy Court denied the motion to amend filed on March 2, 2015 by the First Lien Trustee. On May 27, 2015, the First Lien Trustee filed a notice of appeal from the orders of the Bankruptcy Court dismissing the First Lien Intercreditor Action and denying the First Lien Trustee’s motions to amend (the “First Lien Appeal”). On June 2, 2015, the First Lien Trustee filed its Statement of Issues and Designation of Record on Appeal. On June 24, 2015, the defendants filed their Counter-Designation of the Record on Appeal in the First Lien Appeal. On July 31, 2015, the 1.5 Lien Trustee sent a letter to the federal district court hearing the 1.5 Lien Appeal asking the court to consolidate the 1.5 Lien Appeal with the First Lien Appeal which had been assigned to a different judge (the “Consolidation Request”). On April 8, 2016, the court granted the Consolidation Request. On April 26, 2016, the Court entered a stipulation between the parties providing that the Indenture Trustees’ opening appellate brief is due on or before May 20, 2016, the Appellees’ response brief is due on or before July 14, 2016, and the Indenture Trustees’ reply brief is due on or before August 5, 2016. Apollo is unable at this time to assess a potential risk of loss. In addition, Apollo does not believe that AGM is a proper defendant in these actions.

On June 13, 2014, plaintiffs Stark Master Fund Ltd and Stark Global Opportunities Master Fund Ltd filed a lawsuit in the United States District Court for the Eastern District of Wisconsin against AGM and Apollo Management Holdings, (the “Apollo Defendants”), as well as Credit Suisse Securities (USA) LLC and Deutsche Bank Securities (USA) LLC (the “Bank Defendants”). The complaint alleges that the Apollo Defendants and the other defendants entered into an undisclosed and improper agreement concerning the financing of a potential acquisition of Hexion Specialty Chemicals Inc., and on this basis alleges a variety of common law misrepresentation claims, both intentional and negligent. The Apollo Defendants and Bank Defendants filed motions to dismiss the complaint on October 15, 2014. Rather than respond to the motions, plaintiffs filed an Amended Complaint on November 5, 2014. The Apollo Defendants and Bank Defendants filed motions to dismiss the Amended Complaint on December 23, 2014. Plaintiffs filed a motion for leave to conduct jurisdictional discovery on February 2, 2015. On April 9, 2015, the Court issued an order granting plaintiffs’ motion for leave to conduct limited jurisdictional discovery. Pursuant to the parties’ stipulation approved by the Court, Plaintiffs must file their opposition to Defendants’ motion to dismiss the Amended Complaint on or before 30 days following the close of jurisdictional discovery. Because the claims against the Apollo Defendants are in their early stages, no reasonable estimate of possible loss, if any, can be made at this time.

There are several pending actions concerning transactions related to Caesars Entertainment Operating Company, Inc. (“CEOC”) and certain of its subsidiaries.  Apollo is not a defendant in these matters.

• In re: Caesars Entertainment Operating Company, Inc. bankruptcy proceedings, No. 15-10047 (Del. Bankr.) (the “Delaware Bankruptcy Action”) and No. 15-01145 (N.D. Ill. Bankr.) (the “Illinois Bankruptcy Action”). On January 12, 2015, three holders of CEOC second lien notes filed an involuntary bankruptcy petition against CEOC in the United States Bankruptcy Court for the District of Delaware. On January 15, 2015, CEOC and certain of its affiliates (collectively the “Debtors”) filed for Chapter 11 bankruptcy in the Northern District of Illinois. On February 2, 2015, the court in the Delaware Bankruptcy Action ordered that all bankruptcy proceedings relating to the Debtors should take place in the Illinois Bankruptcy Action. On March 11, 2015, the Debtors filed an adversary complaint in the Illinois Bankruptcy Action to stay, pending resolution of the bankruptcy, the Trustee, Meehancombs, Danner, and BOKF Actions described below. On June 3-4, 2015, the court held an evidentiary hearing on the Debtors’ stay request. On July 22, 2015, the court denied the Debtors’ stay request (the “Stay Denial”). On October 8, 2015, the United States District Court for the Northern District of Illinois (No. 15-06504 (N.D. Ill.)) affirmed the Stay Denial, and the Debtors filed an appeal to the United States Court of Appeals for the Seventh Circuit (No. 15-3259 (7th Cir.)). On December 23, 2015, the Seventh Circuit vacated the lower court opinions denying the injunction and remanded the dispute to the Bankruptcy Court for further proceedings. On January 11, 2016, the CEOC noteholders submitted a petition for rehearing before the Seventh Circuit en banc. The Seventh Circuit denied the petition, and on February 26, 2016, the Bankruptcy Court granted the stay request as to the BOKF Action through May 9, 2016. The Debtors did not request an extension of the May 9, 2016 expiration, but left open the possibility of seeking further relief with respect to the injunction if ongoing mediation efforts are unsuccessful. Separately, the Bankruptcy Court held an evidentiary hearing to determine whether the Debtors’ petition date was January 12, 2015 or January 15, 2015. The Bankruptcy Court has indicated that it will decide that issue on July 20, 2016. Certain of the Debtors’ creditors have indicated in filings with the Illinois bankruptcy court that an investigation into certain acts and transactions that predated the Debtors’ bankruptcy filing could lead to claims against a number of parties, including Apollo. To date, no such claims have been brought against Apollo.

• Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp. et al., No. 10004-CVG (Del. Ch.) (the “Trustee Action”). On August 4, 2014, Wilmington Savings Fund Society, FSB (“WSFS”), as trustee for certain CEOC second-lien notes, sued Caesars Entertainment Corporation (“Caesars Entertainment”), CEOC, other Caesars Entertainment-affiliated entities, and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeff Benjamin (a consultant to Apollo), in Delaware’s Court of Chancery. WSFS (i) asserts claims (against some or all of the defendants) for fraudulent conveyance, breach of fiduciary duty, breach of contract, corporate waste and aiding and abetting related to certain transactions among CEOC and other Caesars Entertainment affiliates, and (ii) requests (among other things) that the court unwind the challenged transactions and award damages. WSFS served a subpoena for documents on Apollo on September 11, 2014, but Apollo’s response was stayed during the pendency of motions to dismiss under a September 23, 2014 stipulated order. On March 18, 2015, the Court denied Defendants’ motion to dismiss. Apollo served responses and objections to the Trustee’s subpoena on March 25, 2015. Caesars Entertainment answered the complaint on April 1, 2015. During the pendency of CEOC’s bankruptcy proceedings, the Trustee Action has been automatically stayed with respect to CEOC. WSFS additionally advised the bankruptcy court that, during CEOC’s bankruptcy proceedings, the Trustee would only pursue claims in the Trustee Action relating to whether Caesars Entertainment remains liable on a guarantee of certain of CEOC’s second priority notes. On July 17, 2015, WSFS served supplemental subpoenas to several entities affiliated with Apollo. Apollo has substantially completed its production of non-privileged documents responsive to those subpoenas. On March 11, 2016, WSFS filed a motion for partial summary judgment (the “Summary Judgment Motion”) on its breach of contract claim against CEC. On April 25, 2016, CEC filed a joint Cross-Motion for Partial Summary Judgment and answering brief in opposition to WSFS’s Summary Judgment Motion (the “Cross-Motion”). WSFS is currently scheduled to file its joint reply and opposition to CEC’s Cross-Motion on May 24, 2016, CEC will file a reply to WSFS’s opposition on June 9, 2016, and oral argument on the parties’ competing motions for partial summary judgment will be held on June 16, 2016.

• MeehanCombs Global Credit Opportunities Master Fund, L.P., et al. v. Caesars Entertainment Corp., et al., No. 14-cv-7091 (S.D.N.Y.) (the “MeehanCombs Action”).  On September 3, 2014, institutional investors allegedly holding approximately $137 million in CEOC unsecured senior notes sued CEOC and Caesars Entertainment for breach of contract and the implied covenant of good faith, Trust Indenture Act (“TIA”) violations and a declaratory judgment challenging the August 2014 private financing transaction in which a portion of outstanding senior unsecured notes were purchased by Caesars Entertainment, and a majority of the noteholders agreed to amend the indenture to terminate Caesars Entertainment’s guarantee of the notes and modify certain restrictions on CEOC’s ability to sell assets. Caesars Entertainment and CEOC filed a motion to dismiss on November 12, 2014. On January 15, 2015, the court granted the motion with respect to a TIA claim by MeehanCombs but otherwise denied the motion. On January 30, 2015, plaintiffs filed an amended complaint seeking relief against Caesars Entertainment only, and Caesars Entertainment answered on February 12, 2015. On October 2, 2014, a related putative class action complaint was filed on behalf of the holders of these notes captioned Danner v. Caesars Entertainment Corp., et al., No. 14-cv-7973 (S.D.N.Y.) (the “Danner Action”), against Caesars Entertainment alleging claims similar to those in the MeehanCombs Action. On February 19, 2015, plaintiffs filed an amended complaint, and Caesars Entertainment answered the amended complaint on February 25, 2015. In March 2015, each of MeehanCombs and Danner served subpoenas for documents on Apollo. Apollo produced responsive, non-privileged documents in response to those subpoenas. In July 2015, MeehanCombs and Danner served subpoenas for depositions on Apollo and those depositions were completed on September 22, 2015. On October 23, 2015, MeehanCombs and Danner filed motions for partial summary judgment, related to TIA and breach of contract claims. On December 29, 2015, the court denied the motions for partial summary judgment. The parties are currently engaged in expert discovery. On March 23, 2016, the judge presiding over the MeehanCombs and Danner Actions announced that she was retiring from the bench effective April 28.  A new judge was assigned to preside over the MeehanCombs and Danner Actions (in addition to the BOKF, UMB SDNY, and Wilmington Trust Actions, defined below). On April 6, 2016, the parties agreed to a renewed summary judgment schedule for the MeehanCombs, Danner, BOKF, UMB SDNY (as defined below) and Wilmington Trust Actions. The moving parties submitted their briefs on May 10, 2016.  Opposition briefs are due on or before May 31, 2016. Reply briefs are due on or before June 14, 2016. The court scheduled oral argument on the summary judgment motions for June 24, 2016. The court indicated that it anticipates issuing a decision on the summary judgment motions by July 22, 2016 and that a global trial, if necessary, will begin on August 22, 2016.

• UMB Bank v. Caesars Entertainment Corporation, et al., No. 10393 (Del. Ch.) (the “UMB Action”). On November 25, 2014, UMB Bank, as trustee for certain CEOC notes, sued Caesars Entertainment, CEOC, other Caesars Entertainment-affiliated entities, and certain of Caesars Entertainment’s directors, including Marc Rowan, Eric Press, David Sambur (each an Apollo Partner) and Jeffrey Benjamin (an Apollo consultant), in Delaware Chancery Court. The lawsuit alleges claims for actual and constructive fraudulent conveyance and transfer, insider preferences, illegal dividends, breach of contract, intentional interference with contractual relations, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, usurpation of corporate opportunities, and unjust enrichment. The UMB Action seeks appointment of a receiver for CEOC, a constructive trust, and other relief. The UMB Action has been assigned to the same judge overseeing the Trustee Action. Upon filing the complaint, UMB Bank moved to expedite its claim seeking a receiver, on which the court held oral argument on December 17, 2014. On January 15, 2015, the court entered a stipulated order staying the UMB Action as to all parties due to CEOC’s bankruptcy filing. On March 21, 2016, the parties filed a joint status report and a stipulation and proposed order governing the stay of the UMB Action. On April 7, 2016, the court entered the stipulation, staying the UMB Action until the earlier of (i) the termination of the Fifth Amended & Restated Restructuring Support and Forbearance Agreement dated as of October 7, 2015 (the “Fifth Amended Bond RSA”) or (ii) the “Effective Date,” as that term is defined in the Fifth Amended Bond RSA.

• Koskie v. Caesars Acquisition Company, et al., No. A-14-711712-C (Clark Cnty Nev. Dist. Ct.) (the “Koskie Action”). On December 30, 2014, Nicholas Koskie brought a shareholder class action on behalf of shareholders of Caesars Acquisition Company (“CAC”) against CAC, Caesars Entertainment, and members of CAC’s Board of Directors, including Marc Rowan and David Sambur (each an Apollo partner). The lawsuit challenges CAC and Caesars Entertainment’s plan to merge, alleging that the proposed transaction will not give CAC shareholders fair value. Koskie asserts claims for breach of fiduciary duty relating to the director defendants’ interrelationships with the entities involved the proposed transaction. The deadline for CAC to respond to this lawsuit has been adjourned indefinitely by agreement of the parties.

• BOKF, N.A. v. Caesars Entertainment Corporation, No. 15-156 (S.D.N.Y) (the “BOKF Action”). On March 3, 2015, BOKF, N.A., as trustee for certain CEOC notes, sued Caesars Entertainment in the Southern District of New York. The lawsuit alleges claims for breach of contract, intentional interference with contractual relations and a declaratory judgment, and seeks to enforce Caesars Entertainment’s guarantee of certain CEOC notes. The BOKF Action has been assigned to the same judge as the MeehanCombs and Danner Actions. On March 25, 2015, Caesars Entertainment filed an answer to the complaint. On May 19, 2015, BOKF sent the court a letter requesting permission to file a partial summary judgment motion on Counts II and V of its complaint, related to the validity and enforceability of Caesars Entertainment’s guarantee of certain notes issued by CEOC and alleged violations of the Trust Indenture Act, 15 U.S.C. §§ 76aaa, et seq. The MeehanCombs and Danner plaintiffs did not join BOKF’s request to file for partial summary judgment. On May 28, 2015, the court granted BOKF permission to move for partial summary judgment. On June 15, 2015, another related complaint captioned UMB Bank, N.A. v. Caesars Entertainment Corp., et al., No. 15-cv-4634 (S.D.N.Y.) (the “UMB SDNY Action”) was filed by UMB Bank, N.A., solely in its capacity as Indenture Trustee of certain first lien notes (“UMB”), against Caesars Entertainment alleging claims similar to those alleged in the BOKF, MeehanCombs and Danner Actions. On June 16, 2015, UMB sent a letter to the court requesting permission to file a partial summary judgment motion on the same schedule with BOKF. On June 26, 2015, BOKF and UMB filed partial summary judgment motions (the “Partial Summary Judgment Motions”). On July 24, 2015, Caesars Entertainment filed its opposition to the Partial Summary Judgment Motions, and on August 7, 2015, BOKF and UMB filed reply briefs in further support of the Partial Summary Judgment Motions. On August 27, 2015, the Court denied the Partial Summary Judgment Motions and certified its opinion for an interlocutory appeal to the United States Court of Appeals for the Second Circuit. On December 22, 2015, the Second Circuit declined to hear the interlocutory appeal. Separately, on November 20, 2015, BOKF and UMB filed a second set of motions for partial summary judgment, on the issue of the disputed contract interpretation related to indenture release provisions. On January 5, 2016 the District Court denied these motions. At a hearing on February 22, 2016, the Court bifurcated the trial in the BOKF and UMB SDNY Actions and scheduled the trial on the breach of contract and TIA claims to begin on March 14, 2016. The Court ordered a separate trial on the claims for breach of the covenant of good faith and fair dealing and tortious interference with contract to begin at a later date to be determined. On February 26, 2016, the Bankruptcy Court granted the stay request as to the BOKF Action until May 9, 2016, resulting in a stay of the trial on the breach of contract and TIA claims in the BOKF and UMB SDNY Actions. On February 24, 2016, Caesars Entertainment filed a motion for partial summary judgment to dispose of the claims for (1) breach of the implied covenant of good faith and fair dealing brought by BOKF and UMB, and (2) intentional interference with contractual relations brought by BOKF. As noted above, the court presiding over the BOKF, UMB SDNY and Wilmington Trust Actions has ordered a briefing and oral argument schedule for renewed summary judgment motions and has scheduled a global trial, if necessary, to begin on August 22, 2016.

• Wilmington Trust, National Association v. Caesars Entertainment Corporation, No. 15-cv-08280 (S.D.N.Y.) (the “Wilmington Trust Action”). On October 20, 2015, Wilmington Trust, N.A., solely in its capacity as Indenture Trustee for the 10.75% Notes due 2016 (“Wilmington Trust”), sued Caesars Entertainment in the Southern District of New York alleging claims similar to those alleged in the BOKF, UMB, MeehanCombs, and Danner Actions. The Wilmington Trust Action has been referred to the same judge as the other related cases pending in the Southern District of New York. Should any party to the Wilmington Trust Action wish to seek summary judgment on any issue, that motion for summary judgment will proceed on the same schedule as the MeehanCombs, Danner, BOKF, and UMB SDNY Actions.

Apollo believes that the claims in the Trustee Action, the UMB Action, the MeehanCombs Action, the Danner Action, the Koskie Action, the BOKF Action, the UMB SDNY Action, and the Wilmington Trust Action are without merit. For this reason, and because of pending bankruptcy proceedings involving CEOC and certain of its subsidiaries, no reasonable estimate of possible loss, if any, can be made at this time.

The Bankruptcy Court administering the CEOC bankruptcy proceedings appointed an examiner (the “Examiner”) to report on certain transactions engaged in by CEOC and certain of its subsidiaries. The Examiner issued his report on March 16, 2016. The Examiner’s report states that potential claims may exist against “Apollo” and persons affiliated with it relating to certain transactions that occurred in the years preceding CEOC’s bankruptcy filing, principally relating to Bankruptcy Code fraudulent conveyance claims as well as aiding and abetting claims. To date, no new claim has been asserted. Apollo and persons affiliated with it deny any wrongdoing and deny any liability in connection with such transactions, and if any new claim is asserted against any of them, such claim will be vigorously contested.

Following the January 16, 2014 announcement that CEC Entertainment, Inc. (“CEC”) had entered into a merger agreement with certain entities affiliated with Apollo (the “Merger Agreement”), four putative shareholder class actions were filed in the District Court of Shawnee County, Kansas on behalf of purported stockholders of CEC against, among others, CEC, its directors and Apollo and certain of its affiliates, which include Queso Holdings Inc., Q Merger Sub Inc., Apollo Management VIII, L.P., and AP VIII Queso Holdings, L.P. The first purported class action, which is captioned Hilary Coyne v. Richard M. Frank et al., Case No. 14C57, was filed on January 21, 2014 (the “Coyne Action”). The second purported class action, which was captioned John Solak v. CEC Entertainment, Inc. et al., Civil Action No. 14C55, was filed on January 22, 2014 (the “Solak Action”). The Solak Action was dismissed for lack of prosecution on October 14, 2014. The third purported class action, which is captioned Irene Dixon v. CEC Entertainment, Inc. et al., Case No. 14C81, was filed on January 24, 2014 and additionally names as defendants Apollo Management VIII, L.P. and AP VIII Queso Holdings, L.P. (the “Dixon Action”). The fourth purported class action, which is captioned Louisiana Municipal Public Employees’ Retirement System v. Frank, et al., Case No. 14C97, was filed on January 31, 2014 (the “LMPERS Action”) (together with the Coyne and Dixon Actions, the “Shareholder Actions”). A fifth purported class action, which was captioned McCullough v. Frank, et al., Case No. CC-14-00622-B, was filed in the County Court of Dallas County, Texas on February 7, 2014. This action was dismissed for want of prosecution on May 21, 2014. Each of the Shareholder Actions alleges, among other things, that CEC’s directors breached their fiduciary duties to CEC’s stockholders in connection with their consideration and approval of the Merger Agreement, including by agreeing to an inadequate price, agreeing to impermissible deal protection devices, and filing materially deficient disclosures regarding the transaction. Each of the Shareholder Actions further alleges that Apollo and certain of its affiliates aided and abetted those alleged breaches. As filed, the Shareholder Actions seek, among other things, rescission of the various transactions associated with the merger, damages and attorneys’ and experts’ fees and costs. On February 7, 2014 and February 11, 2014, the plaintiffs in the Shareholder Actions pursued a consolidated action for damages after the transaction closed. Thereafter, the Shareholder Actions were consolidated under the caption In re CEC Entertainment, Inc. Stockholder Litigation, Case No. 14C57, and the parties engaged in limited discovery. On July 21, 2015, a consolidated class action complaint was brought by Twin City Pipe Trades Pension Trust in the Shareholder Actions that did not name as defendants Apollo, Queso Holdings Inc., Q Merger Sub Inc., Apollo Management VIII, L.P., or AP VIII Queso Holdings, L.P., continued to assert claims against CEC and its former directors, and added The Goldman Sachs Group Inc. (“Goldman Sachs”) as a defendant. The consolidated complaint alleges, among other things, that CEC’s former directors breached their fiduciary duties to CEC’s stockholders by conducting a deficient sales process, agreeing to impermissible deal protection devices, and filing materially deficient disclosures regarding the transaction. It further alleges that two members of the board who also served as the senior managers of the company had material conflicts of interest and that Goldman Sachs aided and abetted the board’s breaches as a result of various conflicts of interest facing the bank. The consolidated complaint seeks, among other things, to recover damages, attorneys’ fees and costs. On October 22, 2015, the parties to the consolidated action moved to dismiss the complaint. Although Apollo cannot predict the ultimate outcome of the consolidated action, and therefore no reasonable estimate of possible loss, if any, can be made at this time, Apollo believes that such action is without merit.

On June 12, 2015, a putative class action was commenced in the United States District Court for the Northern District of California (“California Court”) by Rachel Silva (“Silva”) and Don Hudson, on behalf of themselves and all others similarly situated, against Aviva plc; Athene Annuity and Life Company f/k/a Aviva Life and Annuity Company (“Aviva”); Athene USA Corporation f/k/a Aviva USA Corporation; Athene Holding; Athene Life Re Ltd.; Athene Asset Management; and AGM. The complaint in this action alleges violations of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. Sections 1962(c) and (d). The plaintiffs allege that commencing in 2007 and continuing thereafter, Aviva and its then management engaged in a scheme to, among other things, falsely represent the financial strength of and hide the true financial condition of Aviva by, among other things, allegedly ceding risky liabilities to Aviva’s undercapitalized subsidiaries and affiliates, misvaluing assets, and failing to make required disclosures to purchasers of policies, and that after Athene Holding purchased all of the outstanding stock of Aviva’s parent effective October 2, 2013 the scheme was unwound and rewound so as to continue, and that as a result thereof some of the purchasers of annuity products issued by Aviva were charged an excessive price and were damaged as a result thereof. All defendants (except Aviva plc) (a) moved to transfer this action to the United States District Court for the Southern District of Iowa (“Iowa Court”) and (b) moved to dismiss this action. Aviva plc separately moved to dismiss the action for lack of jurisdiction over it. The California Court granted the motion to transfer to the Iowa Court and denied without prejudice the motions to dismiss. The defendants (except for Aviva plc) have moved to reinstate their motion to dismiss, and in reaction thereto the plaintiffs have advised the defendants that they intend to amend their complaint, on consent of the defendants or by motion to the Iowa Court, which would, inter alia, change the emphasis of their alleged factual assertions, drop Silva as a named plaintiff and drop Aviva plc as a defendant. The defendants are considering what their position will be on consenting to the filing of the proposed amended complaint but, in any event, will pursue a motion to dismiss either the original or the amended complaint. If the action is not dismissed, Athene Asset Management and AGM (and the other defendants) will deny the material allegations of the relevant complaint and will vigorously defend themselves against these claims. Although neither Athene Asset Management nor AGM can predict the ultimate outcome of this action, each believes that it is without merit, and because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On January 26, 2016, Verso Corporation and its subsidiaries (“Verso”), a portfolio company of certain of our private equity funds, filed for bankruptcy protection under Chapter 11 in the United States Bankruptcy Court for the District of Delaware. In connection with the bankruptcy filing, Verso entered into a debtor-in-possession financing package totaling $775 million.

As has been reported in the press, the SEC has focused recently on the disclosure to limited partners of the acceleration of certain special fees. The Company provided information about this topic to the staff of the SEC in connection with the SEC’s periodic examination of the Company in 2013. On July 27, 2015, the Company received an informal request for additional information from the staff of the SEC on this topic and certain ancillary issues. The Company is fully and voluntarily cooperating with the informal requests and is in discussions with the SEC regarding a potential resolution of these matters. As of March 31, 2016, the Company has accrued a $45.0 million legal reserve in connection with these matters.

The Company received an informal request for information from the staff of the SEC concerning the use of designated lender counsel with respect to financing buyout transactions, an issue recently covered in the press. The Company is fully cooperating with the SEC’s request for information.

After the announcement of the execution of the Agreement and Plan of Merger among Apollo Commercial Real Estate Finance, Inc., Apollo Residential Mortgage, Inc. and Arrow Merger Sub, Inc. (“Merger Sub”), two putative class action lawsuits challenging the proposed merger, captioned Aivasian v. Apollo Residential Mortgage, Inc., et al., No. 24-C-16-001532, and Wiener v. Apollo Residential Mortgage, Inc., et al., No. 24-C-16-001837, were filed in the Circuit Court for Baltimore City.  A putative class and derivative lawsuit was later filed in the same Court, captioned Crago v. Apollo Residential Mortgage, Inc., et al., No. 24-C-16-002610.  Following a hearing on May 6, 2016, the Court entered orders among other things, consolidating the three actions under the caption In Re Apollo Residential Mortgage, Inc. Shareholder Litigation, Case No.: 24-C-16-002610.  The plaintiffs have designated the Crago complaint as the operative complaint.  The operative complaint includes both direct and derivative claims, names as defendants AGM, AMTG, the board of directors of AMTG (the “AMTG Board”), ARI, Merger Sub and Athene Holding and alleges, among other things, that the members of the AMTG Board breached their fiduciary duties to AMTG’s stockholders and that the other defendants aided and abetted such fiduciary breaches. The operative complaint further alleges, among other things, that the proposed merger involves inadequate consideration, was the result of an inadequate and conflicted sales process, and includes unreasonable deal protection devices that purportedly preclude competing offers.  It also alleges that the transactions with Athene Holding are unfair and that the registration statement on Form S-4 filed with the SEC on April 6, 2016 contains materially misleading disclosures and omits certain material information. The operative complaint seeks, among other things, certification of the proposed class, declaratory relief, preliminary and permanent injunctive relief, including enjoining or rescinding the merger, unspecified damages, and an award of other unspecified attorneys’ and other fees and costs. On May 6, 2016, counsel for the plaintiffs filed with the Court a stipulation seeking the appointment of interim co-lead counsel.  Apollo believes that plaintiffs’ claims against it are without merit. For this reason, and because the claims are in their early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Following the March 14, 2016 announcement that The Fresh Market, Inc. (“TFM”) had entered into a merger agreement with certain entities affiliated with Apollo (the “TFM Merger Agreement”), five putative shareholder class actions were filed in four courts (one in the Superior Court of Guilford County, North Carolina; two in the United States District Court for the District of Delaware; one in the United States District Court for the Middle District of North Carolina; and one in the Court of Chancery for the State of Delaware). Additionally, one individual action demanding inspection of books and records was filed in the Court of Chancery for the State of Delaware. The first purported class action, captioned Dolores Balint v. The Fresh Market, Inc., et. al., Case No. 16-CVS-4144, was filed on March 23, 2016 in the North Carolina Superior Court (the “Balint Action”). The complaint named as defendants TFM, its officers and directors and certain affiliates of AGM, Pomegranate Holdings, Inc. (“Pomegranate Holdings”) and Pomegranate Merger Sub, Inc. (“Pomegranate Merger Sub”). The Balint action was voluntarily dismissed by the plaintiff on April 13, 2016. The second purported class action, captioned Ross DeAmbrogio v. The Fresh Market, Inc., et. al., Case No. 1:16-cv-00239-LPS, was filed April 7, 2016 in the United States District Court for the District of Delaware and named as defendants TFM and its officers and directors (the “DeAmbrogio action”). The third purported class action, captioned John Solak v. The Fresh Market, Inc., et. al., Case No. 1:16-cv-00249-SLR, was filed April 8, 2016 in the United States District Court for the District of Delaware and named as defendants TFM, its officers and directors, AGM, Pomegranate Holdings, Pomegranate Merger Sub and Apollo Management VIII, L.P. (the “Solak Action”). The fourth purported class action, captioned Ronald Jantz v. Ray Berry, et. al., Case No. 1:16-cv-0307-CCE-JEP, was filed April 11, 2016 in the United States District Court for the Middle District of North Carolina and named as defendants TFM and its officers and directors (the “Jantz Action”). The fifth purported class action, captioned Bruce S. Sherman, et. al. v. The Fresh Market, Inc., et. al., Case No. 12205-VCG, was filed April 14, 2016 in the Chancery Court for the State of Delaware and named as defendants TFM, its officers and directors, AGM, Pomegranate Holdings, Pomegranate Merger Sub and Apollo Management VIII, L.P. (the “Sherman Action”). The sixth action, an individual action captioned Elizabeth Morrison v. The Fresh Market, Inc., Case No. 12243-VCG, was filed April 22, 2016 in the Chancery Court for the State of Delaware and names only TFM as a defendant (the “Morrison Action”). The Morrison Action seeks only the right to inspect certain books and records of TFM pursuant to Section 220 of the Delaware Corporate Code. The Solak Action and Sherman Action allege, among other things, that the TFM officers and directors breached their fiduciary duties to the TFM shareholders in connection with their consideration and approval of the TFM Merger Agreement, including by agreeing to an inadequate price and by filing materially deficient disclosures regarding the transaction. The Solak Action and the Sherman Action further allege that TFM, AGM, Apollo Management VIII, L.P., Pomegranate Holdings and Pomegranate Merger Sub, aided and abetted in those alleged breaches. The DeAmbrogio Action, the Solak Action, and the Jantz Action all allege, among other things, that the defendants violated federal securities laws based on purported material misstatements and omissions contained in public filings related to the TFM Merger Agreement and based on certain support and rollover agreements entered into as part of the TFM Merger Agreement. As filed, the shareholders seek, among other things, rescission of the various transactions associated with the merger and/or rescissory or other damages and attorneys’ and experts’ fees and costs. The plaintiff in the DeAmbrogio Action had filed a Motion for Preliminary Injunction on April 11, 2016 but withdrew that request on April 13, 2016. None of the courts in which these actions are pending has yet set a schedule for resolving the cases on the merits. Because each of these actions is in the early stages, no reasonable estimate of possible loss, if any, can be made. Apollo believes that each of these actions is without merit.

On March 4, 2016, the Public Employees Retirement System of Mississippi filed a putative securities class action against Sprouts Farmers Market, Inc. (“SFM”), several SFM directors (including Andrew Jhawar, an Apollo partner), an LP and an LLC controlled by entities managed by Apollo affiliates, and two underwriters of a March 2015 secondary offering of SFM common stock. The LP and LLC—AP Sprouts Holdings, LLC and AP Sprouts Holdings (Overseas), L.P. (the “AP Entities”)—sold SFM common stock in the March 2015 secondary offering. The complaint, filed in Arizona Superior Court and captioned Public Employees Retirement System of Mississippi v. Sprouts Farmers Market, Inc. (CV2016-050480), alleges that SFM filed a materially misleading registration statement for the secondary offering that incorporated alleged misrepresentations in SFM’s 2014 annual report regarding SFM’s business prospects, and failed to disclose alleged accelerating produce deflation. The two causes of action against the AP Entities are for alleged violations of Sections 11 and 15 of the Securities Act of 1933. Plaintiff seeks, among other things, compensatory damages for alleged losses sustained from a decline in SFM’s stock price. On March 24, 2016, defendants removed the case to United States District Court for the District of Arizona, and April 18, 2016, Plaintiff moved to remand. Because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Although the ultimate outcome of these matters cannot be ascertained at this time, Apollo is of the opinion, after consultation with counsel, that the resolution of any such matters to which it is a party at this time will not have a material adverse effect on the consolidated financial statements. Legal actions material to Apollo could, however, arise in the future.

Commitments—Apollo leases office space and certain office equipment under various lease and sublease arrangements, which expire on various dates through 2025. As these leases expire, it can be expected that in the normal course of business, they will be renewed or replaced. Certain lease agreements contain renewal options, rent escalation provisions based on certain costs incurred by the landlord or other inducements provided by the landlord. Rent expense is accrued to recognize lease escalation provisions and inducements provided by the landlord, if any, on a straight-line basis over the lease term and renewal periods where applicable. Apollo has entered into various operating lease service agreements in respect of certain assets.

As of March 31, 2016, the approximate aggregate minimum future payments required for operating leases were as follows:

	Remaining 2016		2017		2018		2019		2020		Thereafter		Total
Aggregate minimum future payments	$	28,476	$	35,834	$	31,371	$	30,635	$	14,087	$	10,713	$	151,116

Expenses related to non-cancellable contractual obligations for premises, equipment, auto and other assets were $10.1 million and $10.5 million for the three months ended March 31, 2016 and 2015, respectively.

Other Long-term Obligations—These obligations relate to payments with respect to certain consulting agreements entered into by Apollo Investment Consulting LLC, a subsidiary of Apollo, as well as long-term service contracts. A significant portion of these costs are reimbursable by funds or portfolio companies. As of March 31, 2016, fixed and determinable payments due in connection with these obligations were as follows:

	Remaining 2016		2017		2018		2019		2020		Thereafter		Total
Other long-term obligations	$	16,329	$	5,493	$	5,040	$	2,461	$	132	$	—	$	29,455

Contingent Obligations—Carried interest income with respect to private equity funds and certain credit and real estate funds is subject to reversal in the event of future losses to the extent of the cumulative carried interest recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that have been recognized by Apollo through March 31, 2016 and that would be reversed approximates $2.3 billion. Management views the possibility of all of the investments becoming worthless as remote. Carried interest income is affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable.

Additionally, at the end of the life of certain funds that the Company manages, there could be a payment due to a fund by the Company if the Company, as general partner, has received more carried interest income than was ultimately earned. The general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund or as otherwise set forth in the respective limited partnership agreement of the fund. See note 12 to our condensed consolidated financial statements for further details regarding the general partner obligation.

Certain funds may not generate carried interest income as a result of unrealized and realized losses that are recognized in the current and prior reporting period. In certain cases, carried interest income will not be generated until additional unrealized and realized gains occur. Any appreciation would first cover the deductions for invested capital, unreturned organizational expenses, operating expenses, management fees and priority returns based on the terms of the respective fund agreements.

One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings to the portfolio companies of the funds Apollo manages. As of March 31, 2016, there were no underwriting commitments outstanding related to such offerings.

Contingent Consideration—In connection with the acquisition of Stone Tower in April 2012, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future carried interest income earned from certain of the Stone Tower funds, CLOs, and strategic investment accounts. This contingent consideration liability was determined based on the present value of estimated future carried interest payments, and is recorded in profit sharing payable in the condensed consolidated statements of financial condition. The fair value of the remaining contingent obligation was $65.0 million and $70.9 million as of March 31, 2016 and December 31, 2015, respectively.

In connection with the Gulf Stream acquisition, the Company agreed to make payments to the former owners of Gulf Stream under a contingent consideration obligation which required the Company to transfer cash to the former owners of Gulf Stream based on a specified percentage of carried interest income. The contingent liability had a fair value of $9.1 million and $8.7 million as of March 31, 2016 and December 31, 2015, respectively, which was recorded in profit sharing payable in the condensed consolidated statements of financial condition.

The contingent consideration obligations will be remeasured to fair value at each reporting period until the obligations are satisfied. The changes in the fair value of the contingent consideration obligations is reflected in profit sharing expense in the condensed consolidated statements of operations.

The contingent consideration obligations are measured at fair value and are characterized as Level III liabilities. See note 5 for further information regarding fair value measurements.

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SEGMENT REPORTING

3 Months Ended

Mar. 31, 2016

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING

Apollo conducts its business primarily in the United States and substantially all of its revenues are generated domestically. Apollo’s business is conducted through three reportable segments: private equity, credit and real estate. Segment information is utilized by our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made, the frequency of trading, and the level of control over the investment.

The performance is measured by management on an unconsolidated basis because management makes operating decisions and assesses the performance of each of Apollo’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the affiliated funds.

The Company’s financial results vary since carried interest, which generally constitutes a large portion of the income from the funds that Apollo manages, as well as the transaction and advisory fees that the Company receives, can vary significantly from quarter to quarter and year to year. As a result, the Company emphasizes long-term financial growth and profitability to manage its business.

Economic Income (Loss)

Economic Income, or “EI”, is a key performance measure used by management in evaluating the performance of Apollo’s private equity, credit and real estate segments. Management believes the components of EI, such as the amount of management fees, advisory and transaction fees and carried interest income, are indicative of the Company’s performance. Management uses EI in making key operating decisions such as the following:

• Decisions relatedto the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;

• Decisionsrelated to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; and

• Decisions relating to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in such funds and those of the Company’s shareholders by providing such individuals a profit sharing interest in the carried interest income earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’s performance and growth for the year.

EI is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. EI represents segment income (loss) before income tax (provision) benefit excluding transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. In addition, segment data excludes non-cash revenue and expense related to equity awards granted by unconsolidated affiliates to employees of the Company, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements.

Economic Income (Loss) for the three months ended March 31, 2015 includes a recast of salary, bonus and benefits due to management’s change in allocation methodology among the segments in the current period. All prior periods have been recast to conform to the current presentation. Impact to the combined segments’ total Economic Income (Loss) for all periods was zero.

	Impact on Economic Income (Loss)
	For the Three Months Ended March 31, 2015
	Private Equity Segment			Credit Segment		Real Estate Segment			Total Reportable Segments
Total Economic Income (Loss), as previously presented	$	59,079		$	45,148	$	(2,158	)	$	102,069
Impact of reclassification	(5,483		)	4,423		1,060			—
Total Economic Income (Loss), as currently presented	$	53,596		$	49,571	$	(1,098	)	$	102,069

The following table presents financial data for Apollo’s reportable segments as of and for the three months ended March 31, 2016 and 2015:

	As of and for the Three Months Ended March 31, 2016
	Private Equity Segment			Credit Segment			Real Estate Segment			Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates, net	$	2,713		$	4,410		$	876		$	7,999
Management fees from affiliates	74,918			142,511			13,504			230,933
Carried interest income (loss) from affiliates:
Unrealized losses(1)	(146,335		)	(21,179		)	(3,377		)	(170,891		)
Realized gains	—			45,152			4,771			49,923
Total Revenues	(68,704		)	170,894			15,774			117,964
Expenses:
Compensation and benefits:
Salary, bonus and benefits	32,074			51,612			8,684			92,370
Equity-based compensation	7,385			8,560			775			16,720
Profit sharing expense	(57,374		)	21,424			2,457			(33,493		)
Total compensation and benefits	(17,915		)	81,596			11,916			75,597
Other expenses	16,725			31,193			6,144			54,062
Total Expenses	(1,190		)	112,789			18,060			129,659
Other Loss:
Net interest expense	(2,428		)	(3,655		)	(808		)	(6,891		)
Net losses from investment activities	(4,106		)	(52,393		)	—			(56,499		)
Income (loss) from equity method investments	(5,483		)	848			776			(3,859		)
Other income, net	(124		)	(408		)	(29		)	(561		)
Total Other Loss	(12,141		)	(55,608		)	(61		)	(67,810		)
Non-Controlling Interests	—			(2,385		)	—			(2,385		)
Economic Income (Loss)	$	(79,655	)	$	112		$	(2,347	)	$	(81,890	)
Total Assets	$	1,083,793		$	2,106,226		$	175,333		$	3,365,352

(1) Included in unrealized carried interest losses from affiliates for the three months ended March 31, 2016 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 12 for further details regarding the general partner obligation.

	For the Three Months Ended March 31, 2015
	Private Equity Segment			Credit Segment			Real Estate Segment			Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates, net	$	3,841		$	5,352		$	350		$	9,543
Management fees from affiliates	74,597			139,452			10,664			224,713
Carried interest income from affiliates:
Unrealized (losses)(1)	(21,109		)	(45,770		)	(26		)	(66,905		)
Realized gains	76,035			57,046			2,417			135,498
Total Revenues	133,364			156,080			13,405			302,849
Expenses:
Compensation and benefits:
Salary, bonus and benefits	31,283			49,256			7,013			87,552
Equity-based compensation	9,056			5,756			1,019			15,831
Profit sharing expense	28,799			10,217			1,816			40,832
Total compensation and benefits	69,138			65,229			9,848			144,215
Other expenses	15,185			32,120			4,629			51,934
Total Expenses	84,323			97,349			14,477			196,149
Other Income (Loss):
Net interest expense	(2,549		)	(3,462		)	(681		)	(6,692		)
Net gains from investment activities	—			1,761			—			1,761
Income (loss) from equity method investments	5,483			(6,907		)	226			(1,198		)
Other income, net	1,621			2,294			429			4,344
Total Other Income (Loss)	4,555			(6,314		)	(26		)	(1,785		)
Non-Controlling Interests	—			(2,846		)	—			(2,846		)
Economic Income (Loss)	$	53,596		$	49,571		$	(1,098	)	$	102,069

(1) Included in unrealized carried interest losses from affiliates for the three months ended March 31, 2015 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 12 for further detail regarding the general partner obligation.

The following tables reconcile the total reportable segments to Apollo’s income before income tax (provision) benefit and total assets as of and for the three months ended March 31, 2016 and 2015 and total assets as of March 31, 2016:

	As of and for the Three Months Ended March 31, 2016
	Total Reportable Segments				Consolidation Adjustments and Other			Consolidated
Revenues	$	117,964			$	2,862	(1)	$	120,826
Expenses	129,659				12,240		(2)	141,899
Other income, net	(67,810		)		9,175		(3)	(58,635		)
Non-Controlling Interests	(2,385		)		2,385			—
Economic (Loss) / (Loss) before income tax benefit	$	(81,890	)	(4)	$	2,182		$	(79,708	)
Total Assets	$	3,365,352			$	995,415	(5)	$	4,360,767

	For the Three Months Ended March 31, 2015
	Total Reportable Segments				Consolidation Adjustments and Other				Consolidated
Revenues	$	302,849			$	175		(1)	$	303,024
Expenses	196,149				27,847			(2)	223,996
Other income, net	(1,785		)		9,769			(3)	7,984
Non-Controlling Interests	(2,846		)		2,846				—
Economic Income / Income before income tax provision	$	102,069		(4)	$	(15,057	)		$	87,012

(1) Represents advisory fees, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated affiliates to employees of the Company and certain compensation and administrative related expense reimbursements.

(2) Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.

(3)Results from the following:

	For the Three Months Ended March 31,
	2016		2015
Net gains from investment activities	$	30	$	354
Net gains from investment activities of consolidated variable interest entities	1,319		1,328
Income from equity method investments	42		137
Other income, net	7,784		7,950
Total consolidation adjustments	$	9,175	$	9,769

(4) The reconciliation of Economic Income to income before income tax (provision) benefit reported in the condensed consolidated statements of operations consists of the following:

	For the Three Months Ended March 31,
	2016			2015
Economic Income (Loss)	$	(81,890	)	$	102,069
Adjustments:
Net income attributable to Non-Controlling Interests in consolidated entities and appropriated partners’ capital	2,035			2,560
Transaction-related charges(6)	147			(17,617		)
Total consolidation adjustments and other	2,182			(15,057		)
Income (loss) before income tax (provision) benefit	$	(79,708	)	$	87,012

(5) Represents the addition of assets of consolidated funds and VIEs. Upon adoption of new accounting guidance (see note 2), debt issuance costs previously recorded in other assets in the condensed consolidated statements of financial condition were reclassified as a direct deduction of the carrying amount of the related debt arrangement.

(6) Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. Equity-based compensation adjustment includes non-cash revenues and expenses related to equity awards granted by unconsolidated affiliates to employees of the Company.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On May 5, 2016, the Company declared a cash distribution of $0.25 per Class A share, which will be paid on May 31, 2016 to holders of record on May 20, 2016.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and instructions to the Quarterly Report on Form 10-Q. The condensed consolidated financial statements and these notes are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities (“VIEs”) and for which the Company is considered the primary beneficiary, and certain entities which are not considered VIEs but which the Company controls through a majority voting interest. Intercompany accounts and transactions, if any, have been eliminated upon consolidation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2015 included in the 2015 Annual Report.

Certain reclassifications, when applicable, have been made to the prior period’s condensed consolidated financial statements and notes to conform to the current period’s presentation and are disclosed accordingly.

Organization of the Company

Organization of the Company

The Company was formed as a Delaware limited liability company on July 3, 2007 and completed a reorganization of its predecessor businesses on July 13, 2007 (the “2007 Reorganization”). The Company is managed and operated by its manager, AGM Management, LLC, which in turn is indirectly wholly-owned and controlled by Leon Black, Joshua Harris and Marc Rowan, our Managing Partners.

As of March 31, 2016, the Company owned, through five intermediate holding companies that include APO Corp., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, APO Asset Co., LLC, a Delaware limited liability company that is a disregarded entity for U.S. federal income tax purposes, APO (FC), LLC, an Anguilla limited liability company that is treated as a corporation for U.S. federal income tax purposes, APO (FC II), LLC, an Anguilla limited liability company that is treated as a corporation for U.S. federal income tax purposes and APO UK (FC), Limited, a United Kingdom incorporated company that is treated as a corporation for U.S. federal income tax purposes (collectively, the “Intermediate Holding Companies”), 45.9% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group through its wholly-owned subsidiaries.

AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), is the entity through which the Managing Partners and certain of the Company’s other partners (the “Contributing Partners”) indirectly beneficially own interests in each of the partnerships that comprise the Apollo Operating Group (“AOG Units”). As of March 31, 2016, Holdings owned the remaining 54.1% of the economic interests in the Apollo Operating Group. The Company consolidates the financial results of the Apollo Operating Group and its consolidated subsidiaries. Holdings’ ownership interest in the Apollo Operating Group is reflected as a Non-Controlling Interest in the accompanying condensed consolidated financial statements.

Pursuant to an exchange agreement between Apollo, Holdings and the other parties thereto (as amended, the “Exchange Agreement”), the holders of the AOG Units (and certain permitted transferees thereof) may, upon notice and subject to the applicable vesting and minimum retained ownership requirements, transfer restrictions and other terms of the Exchange Agreement, exchange their AOG Units for the Company’s Class A shares on a one-for-one basis a limited number of times each year, subject to customary conversion rate adjustments for splits, distributions and reclassifications. Pursuant to the Exchange Agreement, a holder of AOG Units must simultaneously exchange one partnership unit in each of the Apollo Operating Group partnerships to effectuate an exchange for one Class A share. As a holder exchanges its AOG Units, the Company’s indirect interest in the Apollo Operating Group is correspondingly increased.

Principles of Consolidation

Principles of Consolidation—The types of entities with which Apollo is involved generally include subsidiaries (e.g., general partners and management companies related to the funds the Company manages), entities that have all the attributes of an investment company (e.g., funds) and securitization vehicles (e.g., collateralized loan obligations). Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.

In February 2015, the Financial Accounting Standards Board (“FASB”) issued new consolidation guidance which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. During the second quarter of 2015, the Company elected to adopt this new guidance using the modified retrospective method, which resulted in an effective date of adoption of January 1, 2015. Amounts presented in the condensed consolidated financial statements for the three months ended March 31, 2015 have been adjusted from amounts previously disclosed for the three months ended March 31, 2015 to reflect the adoption of this accounting guidance as of January 1, 2015.

Pursuant to the new consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company doesn’t hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. Apollo factors in all economic interests including proportionate interests through related parties, to determine if fees are considered a variable interest. As Apollo’s interests in many of these entities are solely through carried interests, performance fees, and/or insignificant indirect interests through related parties, Apollo is not considered to have a variable interest in many of these entities under the new guidance and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a variable interest entity (“VIE”).

The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of Apollo’s funds may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities (“VOE”s) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.

Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest. Apollo does not consolidate those VOEs in which substantive kick-out rights have been granted to the unaffiliated investors to either dissolve the fund or remove the general partner.

Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it has a controlling financial interest in the VIE. When Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will still be deemed primary beneficiary if it is the party that is most closely associated with the VIE. When Apollo and its related parties not under common control in the aggregate have a controlling financial interest in the VIE then Apollo would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo.

Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, affiliates of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.

Assets and liabilities of the consolidated VIEs are primarily shown in separate sections within the condensed consolidated statements of financial condition as of March 31, 2016 and December 31, 2015. For additional disclosures regarding VIEs, see note 4.

Deferred Revenue

Deferred Revenue—Apollo earns management fees subject to the Management Fee Offset. When advisory and transaction fees are earned by the management company, the Management Fee Offset reduces the management fee obligation of the fund. When the management company receives cash for advisory and transaction fees, a certain percentage of such advisory and/or transaction fees, as applicable, is allocated as a credit to reduce future management fees, otherwise payable by such fund. Such credit is classified as deferred revenue in the condensed consolidated statements of financial condition. A portion of any excess advisory and transaction fees may be required to be returned to the limited partners of certain funds upon such fund’s liquidation. As the management fees earned by the management company are presented on a gross basis, any Management Fee Offsets calculated are presented as a reduction to advisory and transaction fees from affiliates in the condensed consolidated statements of operations.

Additionally, Apollo earns advisory fees pursuant to the terms of the advisory agreements with certain of the portfolio companies that are owned by the funds. When Apollo receives a payment from a portfolio company that exceeds the advisory fees earned at that point in time, the excess payment is classified as deferred revenue in the condensed consolidated statements of financial condition. The advisory agreements with the portfolio companies vary in duration and the associated fees are received monthly, quarterly or annually. Deferred revenue is reversed and recognized as revenue over the period that the agreed upon services are performed.

Under the terms of the funds’ partnership agreements, Apollo is normally required to bear organizational expenses over a set dollar amount and placement fees or costs in connection with the offering and sale of interests in the funds to investors. The placement fees are payable to placement agents, who are independent third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering and marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors, when a limited partner either commits or funds a commitment to a fund. In certain instances the placement fees are paid over a period of time. Based on the management agreements with the funds, Apollo considers placement fees and organizational costs paid in determining if cash has been received in excess of the management fees earned. Placement fees and organizational costs are normally the obligation of Apollo but can be paid for by the funds. When these costs are paid by the fund, the resulting obligations are included within deferred revenue. The deferred revenue balance will also be reduced during future periods when management fees are earned but not paid.

Investments, at Fair Value

Investments, at Fair Value—The Company follows U.S. GAAP attributable to fair value measurements which, among other things, requires enhanced disclosures about investments that are measured and reported at fair value. Investments, at fair value represent investments of the consolidated funds, investments of the consolidated VIEs and certain financial instruments for which the fair value option has been elected. The unrealized gains and losses resulting from changes in the fair value are reflected as net gains (losses) from investment activities and net gains (losses) from investment activities of the consolidated VIEs in the condensed consolidated statements of operations. In accordance with U.S. GAAP, investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I—Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I include listed equities and listed derivatives. As required by U.S. GAAP, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.

Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These investments exhibit higher levels of liquid market observability as compared to Level III investments. The Company subjects broker quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II investment. These criteria include, but are not limited to, the number and quality of broker quotes, the standard deviation of obtained broker quotes, and the percentage deviation from independent pricing services.

Level III—Pricing inputs are unobservable for the investment and includes situations where there is little observable market activity for the investment. The inputs into the determination of fair value may require significant management judgment or estimation. Investments that are included in this category generally include general and limited partner interests in corporate private equity and real estate funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs. When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II or Level III investment. These criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from independent pricing services.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment when the fair value is based on unobservable inputs.

In cases where an investment or financial instrument that is measured and reported at fair value is transferred between levels of the fair value hierarchy, the Company accounts for the transfer as of the end of the reporting period.

On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

Equity Method Investments

Equity Method Investments—For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. The carrying amounts of equity method investments are reflected in investments in the condensed consolidated statements of financial condition. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.

Private Equity Investments

Private Equity Investments

The value of liquid investments in Apollo’s private equity funds, where the primary market is an exchange (whether foreign or domestic) is determined using period end market prices. Such prices are generally based on the close price on the date of determination.

Valuation approaches used to estimate the fair value of investments in Apollo’s private equity funds that are less liquid include the market approach and the income approach. The market approach provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry. The market approach is driven more by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to such factors as the Company’s historical and projected financial data, valuations given to comparable companies, the size and scope of the Company’s operations, the Company’s strengths, weaknesses, expectations relating to the market’s receptivity to an offering of the Company’s securities, applicable restrictions on transfer, industry and market information and assumptions, general economic and market conditions and other factors deemed relevant. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology in the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are assumptions of expected results and a calculated discount rate.

Credit Investments

Credit Investments

The majority of investments in Apollo’s credit funds are valued based on quoted market prices and valuation models. Quoted market prices are valued based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments.  Apollo will designate certain brokers to use to value specific securities.  In order to determine the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service.  When broker quotes are not available Apollo considers the use of pricing service quotes or other sources to mark a position. When relying on a pricing service as a primary source, Apollo (i) analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population and (iii) validates the valuation levels with Apollo’s pricing team and traders.

Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. When determining fair value when no observable market value exists, the value attributed to an investment is based on 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. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

The credit funds also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap and credit default swapcontracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.

Real Estate Investments

Real Estate Investments

The estimated fair value of commercial mortgage-backed securities (“CMBS”) in Apollo’s real estate funds is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs for certain investments. The Company evaluates its loans for possible impairment on a quarterly basis. For Apollo’s real estate funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

Except for the Company’s debt obligations (as described in note 9), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying values approximate fair value. See “Investments, at Fair Value” above. While Apollo’s valuations of portfolio investments are based on assumptions that Apollo believes are reasonable under the circumstances, the actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based. Financial instruments’ carrying values generally approximate fair value because of the short-term nature of those instruments or variable interest rates related to the borrowings.

Fair Value Option—Apollo has elected the fair value option for the Company’s investment in Athene Holding and for the assets and liabilities of the consolidated VIEs. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. Apollo has applied the fair value option for certain corporate loans, other investments and debt obligations held by the consolidated VIEs that otherwise would not have been carried at fair value. See notes 3, 4, and 5 for further disclosure on the investments in Athene Holding and financial instruments of the consolidated VIEs for which the fair value option has been elected.

Financial Instruments held by Consolidated VIEs

Financial Instruments held by Consolidated VIEs

The Company elected the fair value option for the assets and liabilities of the consolidated CLOs.

During the second quarter of 2015, the Company adopted the measurement alternative included in the collateralized financing entity (“CFE”) guidance using a modified retrospective approach by recording a cumulative-effect adjustment to shareholders’ equity as of January 1, 2015. Amounts presented in the condensed consolidated financial statements for the three months ended March 31, 2015 have been adjusted from amounts previously disclosed for the three months ended March 31, 2015 to reflect the adoption of this accounting guidance as of January 1, 2015. The Company measures both the financial assets and financial liabilities of the consolidated CLOs in its condensed consolidated financial statements using the fair value of the financial assets of the consolidated CLOs, which are more observable than the fair value of the financial liabilities of the consolidated CLOs. As a result, the financial assets of the consolidated CLOs are measured at fair value and the financial liabilities are measured in consolidation as: (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLOs less (ii) the sum of the fair value of any beneficial interests retained by the reporting entity (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the measurement alternative, the Company’s condensed consolidated net income reflects the Company’s own economic interests in the consolidated CLOs including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services.

The consolidated VIEs hold investments that could be traded over-the-counter. Investments in securities that are traded on a securities exchange or comparable over-the-counter quotation systems are valued based on the last reported sale price at that date. If no sales of such investments are reported on such date, and in the case of over-the-counter securities or other investments for which the last sale date is not available, valuations are based on independent market quotations obtained from market participants, recognized pricing services or other sources deemed relevant, and the prices are based on the average of the “bid” and “ask” prices, or at ascertainable prices at the close of business on such day. Market quotations are generally based on valuation pricing models or market transactions of similar securities adjusted for security-specific factors such as relative capital structure priority and interest and yield risks, among other factors. When market quotations are not available, a model based approach is used to determine fair value.

The consolidated VIEs also have debt obligations that are recorded at fair value. As previously noted, the Company measures CLO debt obligations on the basis of the fair value of financial assets of the CLO.

Revenues

Revenues—Revenues are reported in three separate categories that include (i) advisory and transaction fees from affiliates, net, which relate to the investments of the funds and may include individual monitoring agreements the Company has with the portfolio companies and debt investment vehicles of the private equity funds and credit funds; (ii) management fees from affiliates, which are based on committed capital, invested capital, net asset value, gross assets or as otherwise defined in the respective agreements; and (iii) carried interest income (loss) from affiliates, which is normally based on the performance of the funds subject to preferred return.

Advisory and Transaction Fees from Affiliates, Net

Advisory and Transaction Fees from Affiliates, Net—Advisory and transaction fees, including directors’ fees, are recognized when the underlying services rendered are substantially completed in accordance with the terms of the transaction and advisory agreements. Additionally, during the normal course of business, the Company incurs certain costs related to certain transactions that are not consummated (“broken deal costs”). These costs (e.g., research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken deal costs upon management’s decision to no longer pursue the transaction. In accordance with the related fund agreement, in the event the deal is deemed broken, all of the costs are reimbursed by the funds and then included as a component of the calculation of the Management Fee Offset (described below). If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company for all costs incurred and no offset is generated. As the Company acts as an agent for the funds it manages, any transaction costs incurred and paid by the Company on behalf of the respective funds relating to successful or broken deals are presented net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is presented in due from affiliates on the condensed consolidated statements of financial condition.

Advisory and transaction fees from affiliates, net, also includes underwriting fees. Underwriting fees include gains, losses and fees, net of syndicate expenses, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at the time the underwriting is completed and the income is reasonably assured and are included in the condensed consolidated statements of operations. Underwriting fees recognized but not received are included in other assets on the condensed consolidated statements of financial condition.

As a result of providing advisory services to certain private equity and credit portfolio companies, Apollo is generally entitled to receive fees for transactions related to the acquisition, in certain cases, and disposition of portfolio companies as well as ongoing monitoring of portfolio company operations and directors’ fees. The amounts due from portfolio companies are included in due from affiliates, which is discussed further in note 12. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Advisory and transaction fees from affiliates are presented net of the Management Fee Offset in the condensed consolidated statements of operations.

Management Fees from Affiliates

Management Fees from Affiliates—Management fees for private equity, credit, and real estate funds are recognized in the period during which the related services are performed in accordance with the contractual terms of the related agreement, and are generally based upon (1) a percentage of the capital committed during the commitment period, and thereafter based on the remaining invested capital of unrealized investments, or (2) net asset value, gross assets or as otherwise defined in the respective agreements. Included in management fees are certain expense reimbursements where the Company is considered the principal under the agreements and is required to record the expense and related reimbursement revenue on a gross basis.

Carried Interest Income From Affiliates

Carried Interest Income (Loss) from Affiliates—Apollo is entitled to an incentive return that can normally amount to as much as 20% of the total returns on a fund’s capital, depending upon performance. Performance-based fees are assessed as a percentage of the investment performance of the funds. The carried interest income from affiliates for any period is based upon an assumed liquidation of the fund’s net assets on the reporting date, and distribution of the net proceeds in accordance with the fund’s income allocation provisions. Carried interest receivable is presented separately in the condensed consolidated statements of financial condition. The carried interest income from affiliates may be subject to reversal to the extent that the carried interest income recorded exceeds the amount due to the general partner based on a fund’s cumulative investment returns. When applicable, the accrual for potential repayment of previously received carried interest income, which is a component of due to affiliates, represents all amounts previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner obligation, however, would not become payable or realized until the end of a fund’s life.

Equity-Based Compensation

Equity-Based Compensation—Equity-based awards granted to employees as compensation are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. The Company estimates forfeitures for equity-based awards that are not expected to vest. Equity-based awards granted to non-employees for services provided to affiliates are remeasured to fair value at the end of each reporting period and expensed over the relevant service period.

Salaries Bonus and Benefits

Salaries, Bonus and Benefits—Salaries, bonus and benefits include base salaries, discretionary and non-discretionary bonuses, severance and employee benefits. Bonuses are generally accrued over the related service period.

The Company sponsors a 401(k) savings plan whereby U.S.-based employees are entitled to participate in the plan based upon satisfying certain eligibility requirements. The Company may provide discretionary contributions from time to time.

Profit Sharing Expense

Profit Sharing Expense—Profit sharing expense primarily consists of a portion of carried interest recognized in one or more funds allocated to employees and former employees. Profit sharing expense is recognized on an accrued basis as the related carried interest income is earned. Profit sharing expense can be reversed during periods when there is a decline in carried interest income that was previously recognized. Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners.

Changes in the fair value of the contingent consideration obligations that were recognized in connection with certain Apollo acquisitions are reflected in the Company’s condensed consolidated statements of operations as profit sharing expense.

The Company has a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement enables certain partners and employees to earn discretionary compensation based on carried interest realizations earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.

Other Income (Loss)

Other Income (Loss)

Net Gains (Losses) from Investment Activities—Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in the Company’sinvestment portfolio between the opening reporting date and the closing reporting date. The condensed consolidated financial statements include the net realized and unrealized gains (losses) of investments, at fair value.

Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities—Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations.

Other Income (Loss), Net—Other income (loss), net includes the recognition of gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities, reversal of a portion of the tax receivable agreement liability (see note 12), gains arising from extinguishment of contingent consideration obligations and other miscellaneous non-operating income and expenses.

Non-Controlling Interests

Non-Controlling Interests—For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. As of March 31, 2016, the Non-Controlling Interests relating to Apollo Global Management, LLC primarily include the ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings and other ownership interests in consolidated entities. Non-Controlling Interests also include limited partner interests of Apollo managed funds in certain consolidated VIEs.

Non-Controlling Interests are presented as a separate component of shareholders’ equity on the Company’s condensed consolidated statements of financial condition. The primary components of Non-Controlling Interests are separately presented in the Company’s condensed consolidated statements of changes in shareholders’ equity to clearly distinguish the interest in the Apollo Operating Group and other ownership interests in the consolidated entities. Net income (loss) includes the net income (loss) attributable to the holders of Non-Controlling Interests on the Company’s condensed consolidated statements of operations. Profits and losses are allocated to Non-Controlling Interests in proportion to their relative ownership interests regardless of their basis.

Net Income (Loss) Per Class A Share

Net Income (Loss) Per Class A Share—As Apollo has issued participating securities, U.S. GAAP requires use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for distributions declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity. Participating securities include vested and unvested restricted share units (“RSUs”) that participate in distributions, as well as unvested restricted shares.

Whether during a period of net income or net loss, under the two-class method the remaining earnings are allocated to Class A shares and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Earnings or losses allocated to each class of security are then divided by the applicable weighted average outstanding shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding Class A shares and includes the number of additional Class A shares that would have been outstanding if the dilutive potential Class A shares had been issued. The numerator is adjusted for any changes in income or loss that would result from the issuance of these potential Class A shares.

Use Of Estimates

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Apollo’s most significant estimates include goodwill, intangible assets, income taxes, carried interest income from affiliates, contingent consideration obligations related to acquisitions, non-cash compensation, and fair value of investments and debt. Actual results could differ materially from those estimates.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the FASB issued guidance to establish a comprehensive and converged standard on revenue recognition to enable financial statement users to better understand and consistently analyze an entity’s revenue across industries, transactions, and geographies. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As such, this new guidance could impact the timing of revenue recognition. The new guidance also requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The new guidance will apply to all entities. In August 2015, FASB issued its final standard formally amending the effective date of the new revenue recognition guidance. The amended guidance defers the effective date of the new guidance to interim reporting periods within annual reporting periods beginning after December 15, 2017. Entities are permitted to apply the new guidance early, but not before the original effective date (i.e., interim periods within annual periods beginning after December 15, 2016). The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements, including the timing of the recognition of carried interest income.

In August 2014, the FASB issued guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance requires that management evaluate each annual and interim reporting period whether conditions exist that give rise to substantial doubt about the entity’s ability to continue as a going concern within one year from the financial statement issuance date, and if so, provide related disclosures. Substantial doubt exists when conditions and events, considered in the aggregate, indicate that it is probable that a company will be unable to meet its obligations as they become due within one year after the financial statement issuance date. The new guidance applies to all companies. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. This guidance is not expected to have an impact on the condensed consolidated financial statements of the Company.

In May 2015, the FASB issued guidance to eliminate diversity in practice related to how certain investments measured at net asset value are categorized within the fair value hierarchy. The guidance removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2015. Pursuant to the guidance, a reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. The Company adopted the guidance for the quarter ended March 31, 2016 and applied the guidance retrospectively. Adoption of the guidance did not have a material impact on the Company’s condensed consolidated financial statements. See note 5 for further disclosure related to the adoption of this guidance.

In January 2016, the FASB issued guidance that revises the accounting related to the classification and measurement of investments in equity securities as well as the presentation for certain fair value changes in financial liabilities measured at fair value, and amends certain disclosure requirements. The guidance requires that all equity investments, except those accounted for under the equity method of accounting or those resulting in the consolidation of the investee, be accounted for at fair value with all fair value changes recognized in income. For financial liabilities measured using the fair value option, the guidance requires that any change in fair value caused by a change in instrument-specific credit risk be presented separately in other comprehensive income until the liability is settled or reaches maturity. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted for certain provisions. A reporting entity would generally record a cumulative-effect adjustment to beginning retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In February 2016, the FASB issued guidance that amends the accounting for leases. The amended guidance requires recognition of a lease asset and a lease liability by lessees for leases classified as operating leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from existing guidance and accounting applied by a lessor is largely unchanged from existing guidance. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018. Early application is permitted for all entities. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In March 2016, the FASB issued guidance that amends the principal versus agent considerations for reporting revenue gross versus net. The amended guidance affects entities that enter into contracts with customers to transfer goods or services in exchange for consideration. Under the amended guidance, when another party is involved in providing goods or services to a customer, an entity must determine whether the nature of its promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. The amended guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer. The amended guidance affects the guidance in the new revenue standard issued in May 2014, which is not yet effective. The effective date and transition requirements for the amended guidance are the same as the effective date and transition requirements for the new revenue standard. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In March 2016, the FASB issued guidance that amends the accounting for employee share-based payment awards. The amended guidance affects all entities that issue share-based payment awards to their employees. The amended guidance affects several aspects of accounting for share-based payment transactions including: (1) accounting for income taxes: all excess tax benefits and tax deficiencies should be recognized as income tax expense or benefit in the statements of operations, (2) classification of excess tax benefits on the statements of cash flows: excess tax benefits should be classified along with other income tax cash flows as an operating activity, (3) forfeitures: an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur, (4) minimum statutory tax withholding requirements: the threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions; and (5) classification of employee taxes paid on the statements of cash flows when an employer withholds shares for tax-withholding purposes: cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

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INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 2016

Equity Method Investments and Joint Ventures [Abstract]

Summary of investments

The following table represents Apollo’s investments:

	As of   March 31, 2016		As of   December 31, 2015
Investments, at fair value	$	503,480	$	539,080
Equity method investments	630,079		615,669
Total Investments	$	1,133,559	$	1,154,749

Net Gains from Investment Activities

The following table presents the realized and net change in unrealized gains (losses) on investments, at fair value for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016			2015
Realized gains (losses) on sales of investments	$	(288	)	$	16
Net change in unrealized gains (losses) due to changes in fair value(1)	(56,181		)	2,102
Net gains (losses) from investment activities	$	(56,469	)	$	2,118

(1) Primarily relates to the Company’s investment in Athene Holding. See note 5 for further information regarding the Company’s investment in Athene Holding.

Summary of equity method investments

Equity method investments, excluding those for which the fair value option was elected, as of March 31, 2016 and December 31, 2015 consisted of the following:

	Equity Held as of
	March 31, 2016			% of Ownership			December 31, 2015			% of Ownership
Private Equity Funds:
AP Alternative Assets, L.P. (“AAA”)	$	52,958		2.247	%		$	65,961		2.370	%
AAA Investments, L.P. (“AAA Investments”)	1,498			0.057			1,676			0.057
Apollo Investment Fund IV, L.P. (“Fund IV”)	9			0.022			9			0.024
Apollo Investment Fund V, L.P. (“Fund V”)	58			0.045			57			0.048
Apollo Investment Fund VI, L.P. (“Fund VI”)	2,290			0.124			2,369			0.119
Apollo Investment Fund VII, L.P. (“Fund VII”)	54,930			1.247			58,334			1.245
Apollo Investment Fund VIII, L.P. (“Fund VIII”)	131,495			2.209			116,443			2.223
Apollo Natural Resources Partners, L.P. (“ANRP I”)	6,578			0.841			6,246			0.836
Apollo Natural Resources Partners II, L.P. (“ANRP II”)	8,395			2.415			5,194			2.447
AION Capital Partners Limited (“AION”)	15,447			5.912			16,497			5.938
VC Holdings, L.P. Series A (“Vantium A/B”)	13			6.450			15			6.450
VC Holdings, L.P. Series C (“Vantium C”)	48			2.071			63			2.071
VC Holdings, L.P. Series D (“Vantium D”)	168			6.345			169			6.345
Other	41			NM			41			NM
Total Private Equity Funds(5)	273,928						273,074
Credit Funds:
Apollo Special Opportunities Managed Account, L.P. (“SOMA”)	4,661			0.807			5,992			0.816
Apollo Value Strategic Fund, L.P. (“VIF”)	23			0.086			39			0.084
Apollo Strategic Value Fund, L.P. (“SVF”)	4			0.023			7			0.030
Apollo Credit Liquidity Fund, L.P. (“ACLF”)	2,264			4.149			2,253			4.106
Apollo Credit Opportunity Fund I, L.P. (“COF I”)	1,450			1.948			1,463			1.954
Apollo Credit Opportunity Fund II, L.P. (“COF II”)	1,334			1.523			1,281			1.523
Apollo Credit Opportunity Fund III, L.P. (“COF III”)	22,691			1.033			19,612			1.052
Apollo European Principal Finance Fund, L.P. (“EPF I”)	3,288			1.375			5,195			1.372
Apollo European Principal Finance Fund II, L.P. (“EPF II”)	50,473			1.760			47,867			1.760
Apollo Investment Europe II, L.P. (“AIE II”)	2,164			4.330			2,193			3.990
Apollo Investment Europe III, L.P. (“AIE III”)	4,413			2.920			3,917			2.920
Apollo Palmetto Strategic Partnership, L.P. (“Palmetto”)	14,802			1.186			15,158			1.186
Apollo Asia Private Credit Fund, L.P. (“APC”)	66			0.044			49			0.045
Apollo Senior Floating Rate Fund Inc. (“AFT”)	79			0.030			78			0.030
Apollo Residential Mortgage, Inc. (“AMTG”) (3)	3,893		(1)	1.053		(1)	3,997		(2)	0.707		(2)
Apollo European Credit, L.P. (“AEC”)	2,299			1.081			2,303			1.081
Apollo European Strategic Investments, L.P. (“AESI”)	2,150			0.990			2,323			0.990
Apollo European Strategic Investments II, L.P. (AESI II”)	1,434			0.990			1,224			0.990
Apollo Centre Street Partnership, L.P. (“ACSP”)	13,144			2.488			11,870			2.488
Apollo Investment Corporation (“AINV”) (4)	62,523		(1)	3.512		(1)	61,944		(2)	3.434		(2)
Apollo SK Strategic Investments, L.P. (“SK”)	1,043			1.026			1,152			0.990
Apollo SPN Investments I, L.P.	4,580			0.372			5,490			0.392
CION Investment Corporation (“CION”)	1,000			0.106			1,000			0.107
Apollo Tactical Income Fund Inc. (“AIF”)	71			0.032			73			0.031
Apollo Franklin Partnership, L.P. (“Franklin Fund”)	7,942			9.273			8,147			9.091
Apollo Zeus Strategic Investments, L.P. (“Zeus”)	8,186			3.398			7,764			3.398
Apollo Lincoln Fixed Income Fund, L.P.	2,167			1.049			1,941			1.041
Apollo Lincoln Private Credit Fund, L.P.	295			0.990			211			0.990
Apollo Structured Credit Recovery Master Fund III, L.P.	2,078			0.293			1,804			0.293
Apollo Total Return Fund L.P.	163			0.041			162			0.032
Apollo Credit Short Opportunities Fund L.P.	19			0.014			20			0.012
MidCap FinCo Limited (“MidCap”)	79,822			4.894			79,326			4.940
Apollo Energy Opportunity Fund, L.P. (“AEOF”)	12,032			2.440			8,898			2.440

Apollo A-N Credit Fund, L.P.	5,124			1.975		4,962			1.970
Apollo Tactical Value SPN Investments, L.P.	5,035			1.682		1,168			1.482
Apollo Union Street Partners, L.P.	1,790			2.006		1,139			2.002
Apollo Hercules Partners L.P.	1,840			2.442		1,094			2.439
Apollo A-N Overflow Fund, L.P.	535			2.063		—			—
Apollo Total Return Fund Enhanced (Onshore), L.P.	101			0.125		—			—
Apollo Thunder Partners, L.P	243			2.439		—			—
Total Credit Funds(5)	327,221					313,116
Real Estate:
ARI(3)	13,914		(1)	1.043	(1)	13,845		(2)	1.043	(2)
U.S. RE Fund I	7,871			5.000		9,275			5.000
U.S. RE Fund II	2,842			2.287		2,712			1.886
CPI Capital Partners North America, L.P.	29			0.404		28			0.404
CPI Capital Partners Europe, L.P.	5			0.001		5			0.001
CPI Capital Partners Asia Pacific, L.P.	57			0.039		80			0.039
Apollo GSS Holding (Cayman), L.P.	3,765			4.750		3,082			4.750
BEA/AGRE China Real Estate Fund, L.P.	75			1.031		83			1.030
Apollo-IC, L.P. (Shanghai Village)	359			3.100		359			3.100
AGRE Cobb West Investor L.P.	13			0.407		10			0.407
Total Real Estate Funds(5)	28,930					29,479
Total	$	630,079				$	615,669

(1) Amounts are as of December 31, 2015.

(2) Amounts are as of September 30, 2015.

(3) Investment value includes the fair value of RSUs granted to the Company as of the grant date. These amounts are not considered in the percentage of ownership until the RSUs are vested and issued to the Company, at which point the RSUs are converted to common stock and delivered to the Company.

(4) The value of the Company’s investment in AINV was $44,477 and $41,833 based on the quoted market price as of March 31, 2016 and December 31, 2015, respectively.

(5) Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds’ investments.

The Company’s equity method investment in Athene Holding, for which the fair value option was elected, met the significance criteria as defined by the SEC for the three months ended March 31, 2016. As such, the following tables present summarized financial information of Athene Holding for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016(1)			2015
	in millions
Statements of Operations
Revenues	$	1,049		$	808
Expenses	836			638
Income before income tax provision	213			170
Income tax provision (benefit)	(46		)	6
Net income	259			164
Net income attributable to Non-Controlling Interests	—			(16		)
Net income available to Athene common shareholders	$	259		$	148

(1) The financial statement information for the three months ended March 31, 2016 is presented a quarter in arrears and is comprised of the financial information for the three months ended December 31, 2015, which represents the latest available financial information as of the date of this report.

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VARIABLE INTEREST ENTITIES (Tables)

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Net Gains (Losses) from Investment Activities of Consolidated VIEs

The following table presents net gains (losses) from investment activities of the consolidated VIEs for the three months ended March 31, 2016 and 2015: 

	For the Three Months Ended March 31,
	2016			2015
Net unrealized gains (losses) from investment activities	$	(4,640	)	$	10,589
Net realized gains from investment activities	518			527
Net gains (losses) from investment activities	(4,122		)	11,116
Net unrealized gains (losses) from debt	6,434			(8,244		)
Interest and other income	10,553			6,942
Interest and other expenses	(11,546		)	(8,486		)
Net gains from investment activities of consolidated variable interest entities	$	1,319		$	1,328

Principal Provisions of Debt

The following table summarizes the principal provisions of the debt of the consolidated VIEs as of March 31, 2016 and December 31, 2015:

	As of March 31, 2016						As of December 31, 2015
	Principal Outstanding		Weighted Average Interest Rate			Weighted Average Remaining Maturity in Years	Principal Outstanding		Weighted Average Interest Rate			Weighted Average Remaining Maturity in Years
Senior Secured Notes(2)(3)	$	771,166	1.98	%		11.8	$	735,792	2.17	%		12.1
Subordinated Notes(2)(3)	86,325		N/A		(1)	14.9	82,365		N/A		(1)	15.1
Total	$	857,491					$	818,157

(1) The subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.

(2) The fair value of Senior Secured Notes and Subordinated Notes as of March 31, 2016 and December 31, 2015 was $834.6 million and $801.3 million, respectively.

(3) The debt at fair value of the consolidated VIEs is collateralized by assets of the consolidated VIEs and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. As of March 31, 2016 and December 31, 2015, the fair value of the consolidated VIE assets was $1,056.5 million and $1,030.8 million, respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.

Carrying Amounts of Assets and Liabilities

The following tables present the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary as of March 31, 2016 and December 31, 2015. In addition, the tables present the maximum exposure to losses relating to these VIEs.

	As of March 31, 2016
	Total Assets			Total Liabilities			Apollo Exposure
Total	$	5,752,507	(1)	$	2,206,750	(2)	$	221,517	(3)

(1) Consists of $227.4 million in cash, $5,479.1 million in investments and $46.0 million in receivables.

(2) Represents $2,206.8 million in debt and other payables.

(3) Represents Apollo’s direct equity method investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative carried interest income is subject to reversal in the event of future losses. The maximum amount of future reversal of carried interest income from all of Apollo’s funds, including those entities in which Apollo holds a significant variable interest, was $2.3 billion as of March 31, 2016, as discussed in note 13.

	As of December 31, 2015
	Total Assets			Total Liabilities			Apollo Exposure
Total	$	5,378,456	(1)	$	1,626,743	(2)	$	202,146	(3)

(1) Consists of $219.8 million in cash, $5,149.0 million in investments and $9.6 million in receivables.

(2) Represents $1,626.7 million in debt and other payables.

(3) Represents Apollo’s direct equity method investment in those entities in which Apollo holds a significant variable interest. Additionally, cumulative carried interest income is subject to reversal in the event of future losses. The maximum amount of future reversal of carried interest income from all of Apollo’s funds, including those entities in which Apollo holds a significant variable interest, was $2.4 billion as of December 31, 2015.

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Valuation of the Financial Assets and Liabilities by the Fair Value Hierarchy

The following tables summarize the valuation of the Company’s financial assets and liabilities for which the fair value option has been elected by the fair value hierarchy as of March 31, 2016 and December 31, 2015, respectively:

	As of March 31, 2016
	Level I(5)		Level II(5)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of Consolidated Apollo Funds	$	540	$	22,378	$	1,149	$	24,067		$	24,834
Other investments	—		—		25,793		25,793			25,428
Investment in Athene Holding(1)	—		—		453,620		453,620			387,526
Total investments, at fair value	540		22,378		480,562		503,480		(6)	$	437,788
Investments of VIEs, at fair value(3)	—		855,828		101,969		957,797
Investments of VIEs, valued using NAV (7)	—		—		—		5,996
Total investments of VIEs, at fair value	—		855,828		101,969		963,793
Total Assets	$	540	$	878,206	$	582,531	$	1,467,273
Liabilities
Liabilities of VIEs, at fair value(3)(4)	$	—	$	834,618	$	10,862	$	845,480
Contingent consideration obligations(2)	—		—		74,059		74,059
Total Liabilities	$	—	$	834,618	$	84,921	$	919,539

	As of December 31, 2015
	Level I(5)		Level II(5)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of Consolidated Apollo Funds	$	—	$	26,913	$	1,634	$	28,547		$	29,344
Other investments	—		—		434		434			831
Investment in Athene Holding(1)	—		—		510,099		510,099			387,526
Total investments, at fair value	—		26,913		512,167		539,080		(6)	$	417,701
Investments of VIEs, at fair value(3)(7)	—		803,412		100,941		904,353
Investments of VIEs, valued using NAV (7)	—		—		—		6,213
Total investments of VIEs, at fair value	—		803,412		100,941		910,566
Total Assets	$	—	$	830,325	$	613,108	$	1,449,646
Liabilities
Liabilities of VIEs, at fair value(3)(4)	$	—	$	801,270	$	11,411	$	812,681
Contingent consideration obligations(2)	—		—		79,579		79,579
Total Liabilities	$	—	$	801,270	$	90,990	$	892,260

(1) See note 12 for further disclosure regarding the investment in Athene Holding and the AAA/Athene receivable.

(2) See note 13 for further disclosure regarding contingent consideration obligations.

(3) See note 4 for further disclosure regarding VIEs.

(4) As of March 31, 2016, liabilities of VIEs, at fair value included debt and other liabilities of $834.6 million and $10.9 million, respectively. As of December 31, 2015, liabilities of VIEs, at fair value included debt and other liabilities of $801.3 million and $11.4 million, respectively. Other liabilities include contingent obligations classified as Level III.

(5) All Level I and Level II assets and liabilities were valued using third party pricing.

(6) See note 3 to our condensed consolidated financial statements for further detail regarding our investments at fair value and reconciliation to the condensed consolidated statements of financial condition.

(7) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy disclosure to the amounts presented in the condensed consolidated statement of financial condition. See note 2 for further discussion of the newly adopted accounting guidance.

Changes in Fair Value in Financial Assets, Measured at Fair Value and Characterized as Level III Investments

The following tables summarize the changes in fair value in financial assets measured at fair value for which Level III inputs have been used to determine fair value for the three months ended March 31, 2016 and 2015, respectively:

	For the Three Months Ended March 31, 2016
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding			Investments of Consolidated VIEs			Total
Balance, Beginning of Period (1)	$	1,634		$	434		$	510,099		$	100,941		$	613,108
Purchases	496			24,597			—			3,174			28,267
Sales of investments/distributions	(643		)	—			—			(10,509		)	(11,152		)
Net realized gains (losses)/accrued interest	(111		)	—			—			2,029			1,918
Changes in net unrealized gains (losses)	5			1,119			(56,479		)	(2,130		)	(57,485		)
Cumulative translation adjustment	—			(357		)	—			3,551			3,194
Transfer into Level III(2)	990			—			—			10,356			11,346
Transfer out of Level III(2)	(1,222		)	—			—			(5,443		)	(6,665		)
Balance, End of Period	$	1,149		$	25,793		$	453,620		$	101,969		$	582,531
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date	$	(121	)	$	1,119		$	(56,479	)	$	—		$	(55,481	)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			—			(2,218		)	(2,218		)

(1) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.

(2) Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.

	For the Three Months Ended March 31, 2015
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding		AAA/Athene Receivable			Investments of Consolidated VIEs			Total
Balance, Beginning of Period(1)	$	4,359		$	600		$	324,514	$	61,292		$	2,522,913		$	2,913,678
Adoption of accounting guidance	—			—			—		—			(2,399,130		)	(2,399,130		)
Fees	—			—			—		1,942			—			1,942
Purchases	1,492			—			—		—			9,141			10,633
Sales of investments/distributions	(648		)	—			—		—			(5,493		)	(6,141		)
Net realized gains (losses)	4			—			—		—			119			123
Changes in net unrealized gains (losses)	(38		)	(93		)	1,894		—			3,010			4,773
Cumulative translation adjustment	—			—			—		—			(13,109		)	(13,109		)
Transfer into Level III(2)	935			—			—		—			14,624			15,559
Transfer out of Level III(2)	(2,516		)	—			—		—			(15,271		)	(17,787		)
Settlement of receivable	—			—			3,079		(3,079		)	—			—
Balance, End of Period(1)	$	3,588		$	507		$	329,487	$	60,155		$	116,804		$	510,541
Change in net unrealized gains included in Net Gains from Investment Activities related to investments still held at reporting date	$	(38	)	$	(93	)	$	1,894	$	—		$	—		$	1,763
Change in net unrealized gains included in Net Gains from Investment Activities of Consolidated VIEs related to investments still held at reporting date	—			—			—		—			1,367			1,367

(1) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.

(2) Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.

Changes in Fair Value in Financial Liabilities, Measured at Fair Value and Characterized as Level III Liabilities

The following table summarizes the changes in fair value in financial liabilities measured at fair value for which Level III inputs have been used to determine fair value for the three months ended March 31, 2016 and 2015, respectively:

	For the Three Months Ended March 31,
	2016									2015
	Liabilities of Consolidated VIEs			Contingent Consideration Obligations			Total			Liabilities of Consolidated VIEs					Contingent Consideration Obligations			Total
Balance, Beginning of Period	$	11,411		$	79,579		$	90,990		$	12,343,021				$	96,126		$	12,439,147
Adoption of accounting guidance	—			—			—			(11,433,815		)			—			(11,433,815		)
Payments/Extinguishment	—			(1,407		)	(1,407		)	—					(4,929		)	(4,929		)
Net realized gains	—			—			—			—					—			—
Changes in net unrealized (gains) losses(1)	(549		)	(4,113		)	(4,662		)	(8,244		)			7,797			(447		)
Cumulative translation adjustment	—			—			—			(90,730		)			—			(90,730		)
Transfers into Level III	—			—			—			—					—			—
Transfers out of Level III	—			—			—			(796,958		)	(2	)	—			(796,958		)
Balance, End of Period	$	10,862		$	74,059		$	84,921		$	13,274				$	98,994		$	112,268
Change in net unrealized gains included in Net Gains from Investment Activities of consolidated VIEs related to liabilities still held at reporting date	$	—		$	—		$	—		$	—				$	—		$	—

(1) Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.

(2) Upon adoption of new accounting guidance (see note 2), the debt obligations of consolidated CLOs are no longer categorized as Level III financial liabilities under the fair value hierarchy. Effective January 1, 2015, these financial liabilities are measured and leveled on the basis of the fair value of the financial assets of the consolidated CLOs and were categorized as Level II as of March 31, 2016 and 2015.

Quantitative Inputs and Assumptions used for Financial Assets and Liabilities Categorized in Level III

The following tables summarize the quantitative inputs and assumptions used for financial assets and liabilities categorized as Level III under the fair value hierarchy as of March 31, 2016 and December 31, 2015, respectively:

	As of March 31, 2016
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of Consolidated Apollo Funds	$	1,149	Third Party Pricing(1)	N/A	N/A	N/A
Investments in Other	25,793		Third Party Pricing (1)	N/A	N/A	N/A
Investment in Athene Holding	453,620		Book Value Multiple	Book Value Multiple	1.02x	1.02x
Investments of Consolidated VIEs:
Bank Debt Term Loans	12,885		Third Party Pricing(1)	N/A	N/A	N/A
Corporate Loans/Bonds/CLO Notes	23,217		Third Party Pricing(1)	N/A	N/A	N/A
Equity Securities	65,867		Market Comparable Companies	Comparable Multiples	0.65x	0.65x
			Discounted Cash Flow	Discount Rate	15.1%	15.1%
Total Investments of Consolidated VIEs	101,969
Total Financial Assets	$	582,531
Financial Liabilities
Liabilities of Consolidated VIEs:
Contingent Obligation	$	10,862	Other	N/A	N/A	N/A
Contingent Consideration Obligation	74,059		Discounted Cash Flow	Discount Rate	10.5% - 18.0%	16.6%
Total Financial Liabilities	$	84,921

(1) These securities are valued primarily using unadjusted broker quotes.

	As of December 31, 2015
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of Consolidated Apollo Funds	$	1,634	Third Party Pricing(1)	N/A	N/A	N/A
Investments in Other	434		Other	N/A	N/A	N/A
Investment in Athene Holding	510,099		Book Value Multiple	Book Value Multiple	1.18x	1.18x
Investments of Consolidated VIEs:
Bank Debt Term Loans	15,776		Third Party Pricing(1)	N/A	N/A	N/A
Corporate Loans/Bonds/CLO Notes	22,409		Third Party Pricing(1)	N/A	N/A	N/A
Equity Securities	62,756		Market Comparable Companies	Comparable Multiples	0.60x	0.60x
			Discounted Cash Flow	Discount Rate	14.6%	14.6%
Total Investments of Consolidated VIEs (2)	100,941
Total Financial Assets	$	613,108
Financial Liabilities
Liabilities of Consolidated VIEs:
Contingent Obligation	$	11,411	Other	N/A	N/A	N/A
Contingent Consideration Obligation	79,579		Discounted Cash Flow	Discount Rate	11.0% - 18.5%	17.0%
Total Financial Liabilities	$	90,990

(1) These securities are valued primarily using unadjusted broker quotes.

(2) Pursuant to the adoption of amended fair value guidance effective January 1, 2016, investments for which fair value is based on NAV are no longer required to be included in the fair value hierarchy. As such, prior periods have been recast to conform with the current period presentation. See note 2 for further discussion of the newly adopted accounting guidance.

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CARRIED INTEREST RECEIVABLE (Tables)

3 Months Ended

Mar. 31, 2016

Disclosure Carried Interest Receivable Balance [Abstract]

Carried Interest Receivable from Private Equity and Capital Markets Funds

Carried interest receivable from private equity, credit and real estate funds consisted of the following:

	As of March 31, 2016		As of December 31, 2015
Private Equity	$	225,944	$	373,871
Credit	240,386		240,844
Real Estate	24,073		29,192
Total carried interest receivable	$	490,403	$	643,907

Carried Interest Receivable Balance

The table below provides a roll-forward of the carried interest receivable balance for the three months ended March 31, 2016:

	Private Equity			Credit			Real Estate			Total
Carried interest receivable, January 1, 2016	$	373,871		$	240,844		$	29,192		$	643,907
Change in fair value of funds	(147,927		)	30,314			1,384			(116,229		)
Fund distributions to the Company	—			(30,772		)	(6,503		)	(37,275		)
Carried interest receivable, March 31, 2016	$	225,944		$	240,386		$	24,073		$	490,403

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PROFIT SHARING PAYABLE (Tables)

3 Months Ended

Mar. 31, 2016

Profit Sharing Payable [Abstract]

Summary of Profit Sharing From Private Equity, Credit, and Real Estate Funds

Profit sharing payable from private equity, credit and real estate funds consisted of the following:

	As of   March 31, 2016		As of   December 31, 2015
Private Equity	$	72,909	$	118,963
Credit	173,440		165,392
Real Estate	11,155		11,319
Total profit sharing payable	$	257,504	$	295,674

Rollforward Summary of Profit Sharing From Private Equity, Credit, and Real Estate Funds

The table below provides a roll-forward of the profit sharing payable balance for the three months ended March 31, 2016:

	Private Equity			Credit			Real Estate			Total
Profit sharing payable, January 1, 2016	$	118,963		$	165,392		$	11,319		$	295,674
Profit sharing expense(1)(2)	(44,491		)	18,038			2,456			(23,997		)
Payments/other	(1,563		)	(9,990		)	(2,620		)	(14,173		)
Profit sharing payable, March 31, 2016	$	72,909		$	173,440		$	11,155		$	257,504

(1) Includes (i) changes in amounts payable to employees and former employees entitled to a share of carried interest income in Apollo’s funds and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain Apollo acquisitions. See notes 5 and 13 for further disclosure regarding the contingent consideration obligations.

(2) The Company has recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of March 31, 2016. See note 12 for further discussion regarding the potential return of profit sharing distributions.

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DEBT (Tables)

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Summary of Debt

Debt consisted of the following:

	As of March 31, 2016							As of December 31, 2015
	Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate		Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate
2013 AMH Credit Facilities - Term Facility(1)	$	499,099	$	501,300	(6)	1.67	%	$	499,327	$	501,300	(6)	1.44	%
2024 Senior Notes(2)	494,717		508,200		(7)	4.00		494,555		495,300		(7)	4.00
2014 AMI Term Facility I(3)	15,243		15,250		(6)	2.02		14,543		14,549		(6)	2.15
2014 AMI Term Facility II(4)	17,640		17,640		(6)	1.75		16,830		16,830		(6)	1.85
2016 AMI Term Facility(5)	19,313		19,313		(6)	1.75		—		—		(6)	—
Total Debt	$	1,046,012	$	1,061,703				$	1,025,255	$	1,027,979

(1) Outstanding balance is presented net of unamortized debt issuance costs of $0.9 million and $0.7 million as of March 31, 2016 and December 31, 2015, respectively.

(2) Includes impact of any amortization of note discount. Outstanding balance is presented net of unamortized debt issuance costs of $4.5 million and $4.6 million as of March 31, 2016 and December 31, 2015, respectively.

(3) On July 3, 2014, Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into a €13.4 millionfive year credit agreement (the “2014 AMI Term Facility I”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.

(4) On December 9, 2014, AMI entered into a €15.5 millionfive year credit agreement (the “2014 AMI Term Facility II”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.

(5) On January 18, 2016, AMI entered into a €17.0 millionfive year credit agreement (the “2016 AMI Term Facility”). Proceeds from the borrowing were used to fund the Company’s investment in a European CLO it manages.

(6) Fair value is based on obtained broker quotes and these notes would be classified as a Level III liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.

(7) Fair value is based on obtained broker quotes and these notes would be classified as a Level II liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.

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NET INCOME (LOSS) PER CLASS A SHARE (Tables)

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Basic and Diluted Net Income (Loss) Per Class A Share

The table below presents basic and diluted net income (loss) per Class A share using the two-class method for the three months ended March 31, 2016 and 2015:

	Basic and Diluted
	For the Three Months Ended March 31,
	2016				2015
Numerator:
Net income (loss) attributable to Apollo Global Management, LLC	$	(32,828	)		$	30,927
Distributions declared on Class A shares	(51,432		)	(1)	(144,394		)	(1)
Distributions on participating securities(3)	(2,123		)		(15,264		)
Undistributed loss attributable to Class A shareholders: Basic and Diluted	$	(86,383	)		$	(128,731	)
Denominator:
Weighted average number of Class A shares outstanding: Basic and Diluted	182,665,330				165,968,620
Net Income (Loss) per Class A Share: Basic and Diluted(2)
Distributed Income	$	0.28			$	0.87
Undistributed Loss	(0.47		)		(0.78		)
Net Income (Loss) per Class A Share: Basic and Diluted	$	(0.19	)		$	0.09

(1) See note 12 for information regarding the quarterly distributions declared and paid during 2016 and 2015.

(2) For the three months ended March 31, 2016 and 2015, the Company had an undistributed loss attributable to Class A shareholders and all of the classes of securities were anti-dilutive.

(3) Participating securities consist of vested and unvested RSUs that have rights to distributions and unvested restricted shares.

Schedule of Weighted Average Number of Shares

The following table summarizes the anti-dilutive securities for the three months ended March 31, 2016 and 2015, respectively.

	For the Three Months Ended March 31,
	2016	2015
Weighted average vested RSUs	3,142,789	14,672,264
Weighted average unvested RSUs	6,211,882	4,895,843
Weighted average unexercised options	222,920	231,253
Weighted average AOG Units outstanding	216,169,856	222,545,477
Weighted average unvested restricted shares	99,135	50,316

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EQUITY-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

The following table summarizes RSU activity for the three months ended March 31, 2016:

	Unvested		Weighted  Average Grant Date Fair Value		Vested		Total Number  of RSUs Outstanding
Balance at January 1, 2016	11,040,143		$	16.40	6,294,053		17,334,196		(1)
Granted	—		—		—		—
Forfeited	(97,976	)	17.16		—		(97,976	)
Delivered	—		16.64		(4,923,438	)	(4,923,438	)
Vested	(436,297	)	16.53		436,297		—
Balance at March 31, 2016	10,505,870		$	16.39	1,806,912		12,312,782		(1)

(1) Amount excludes RSUs which have vested and have been issued in the form of Class A shares.

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The table below summarizes the delivery of Class A shares in settlement of vested RSUs and exercised share options for the three months ended March 31, 2016 and 2015:

	For the Three Months Ended March 31,
	2016		2015
Class A shares delivered or issued	3,276,701		4,640,825
Gross value of shares(1)	$	66,259	$	110,712

(1) Based on the closing price of a Class A share at the time of delivery.

Schedule of Share-based Compensation, Activity

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended March 31, 2016:

	Total Amount			Non- Controlling Interest  % in Apollo Operating Group		Allocated to Non- Controlling Interest in Apollo Operating Group(1)			Allocated to Apollo Global Management, LLC
RSUs and Share Options	$	18,992		—	%	$	—		$	18,992
AHL Awards	(7,034		)	54.1		(3,805		)	(3,229		)
Other equity-based compensation awards	2,044			54.1		1,106			938
Total equity-based compensation	$	14,002				(2,699		)	16,701
Less other equity-based compensation awards (2)						2,699			1,766
Capital increase related to equity-based compensation						$	—		$	18,467

(1) Calculated based on average ownership percentage for the period considering Class A share issuances during the period.

(2) Includes equity-based compensation reimbursable by certain funds.

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended March 31, 2015:

	Total Amount		Non- Controlling Interest % in Apollo Operating Group		Allocated to Non- Controlling Interest in Apollo Operating Group(1)			Allocated to Apollo Global Management, LLC
RSUs and Share Options	$	17,035	—	%	$	—		$	17,035
AHL Awards	1,721		57.0		981			740
Other equity-based compensation awards	1,347		57.0		767			580
Total equity-based compensation	$	20,103			1,748			18,355
Less other equity-based compensation awards(2)					(1,748		)	(972		)
Capital increase related to equity-based compensation					$	—		$	17,383

(1) Calculated based on average ownership percentage for the period considering Class A share issuances during the period.

(2) Includes equity-based compensation reimbursable by certain funds.

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES (Tables)

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

Due from affiliates and due to affiliates are comprised of the following:

	March 31, 2016		December 31, 2015
Due from Affiliates:
Due from private equity funds	$	20,564	$	21,532
Due from portfolio companies	36,726		36,424
Due from credit funds	125,513		124,660
Due from Contributing Partners, employees and former employees	56,892		42,491
Due from real estate funds	22,208		22,728
Total Due from Affiliates	$	261,903	$	247,835
Due to Affiliates:
Due to Managing Partners and Contributing Partners in connection with the tax receivable agreement	$	506,162	$	506,162
Due to private equity funds	19,084		16,293
Due to credit funds	66,898		57,981
Due to real estate funds	147		580
Distributions payable to employees	1,963		13,520
Total Due to Affiliates	$	594,254	$	594,536

Amount of Quarterly Distribution

In addition to other distributions such as payments pursuant to the tax receivable agreement, the table below presents information regarding the quarterly distributions which were made at the sole discretion of the manager of the Company during 2015 (in millions, except per share data):

Distribution Declaration Date	Distribution per Class A  Share		Distribution Payment Date	Distribution to Class A Shareholders		Distribution to Non-Controlling Interest Holders in the Apollo Operating  Group			Total Distributions from Apollo  Operating Group		Distribution Equivalents  on Participating Securities
February 5, 2015	$	0.86	February 27, 2015	$	144.4	$	191.3		$	335.7	$	15.3
April 11, 2015	—		April 11, 2015	—		22.4		(1)	22.4		—
May 7, 2015	0.33		May 29, 2015	56.8		72.8			129.6		4.9
July 29, 2015	0.42		August 31, 2015	74.8		91.2			166.0		5.1
October 28, 2015	0.35		November 30, 2015	63.4		75.7			139.1		3.1
For the year ended December 31, 2015	$	1.96		$	339.4	$	453.4		$	792.8	$	28.4
February 3, 2016	$	0.28	February 29, 2016	$	51.4	$	60.5		$	111.9	$	2.1
For the three months ended March 31, 2016	$	0.28		$	51.4	$	60.5		$	111.9	$	2.1

(1) On April 11, 2015, the Company made a $0.10 distribution per AOG Unit to the Non-Controlling Interest holders in the Apollo Operating Group.

Net Income Attributable to Non-Controlling Interests

The table below presents equity interests in Apollo’s consolidated, but not wholly-owned, subsidiaries and funds. Net income and comprehensive income attributable to Non-Controlling Interests consisted of the following:

	For the Three Months Ended March 31,
	2016			2015
Interest in management companies and a co-investment vehicle(1)	$	(2,082	)	$	(2,882	)
Other consolidated entities	47			(2,083		)
Net (income) attributable to Non-Controlling Interests in consolidated entities	(2,035		)	(4,965		)
Net income attributable to Appropriated Partners’ Capital(2)	—			2,406
Net (income) loss attributable to Non-Controlling Interests in the Apollo Operating Group	43,768			(48,012		)
Net (Income) Loss attributable to Non-Controlling Interests	$	41,733		$	(50,571	)
Net income attributable to Appropriated Partners’ Capital(3)	—			(2,406		)
Other comprehensive (income) loss attributable to Non-Controlling Interests	(2,634		)	7,582
Comprehensive (Income) Loss Attributable to Non-Controlling Interests	$	39,099		$	(45,395	)

(1) Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our credit funds.

(2) Reflects net income of the consolidated CLOs classified as VIEs.

(3) Appropriated Partners’ Capital is included in total Apollo Global Management, LLC shareholders’ equity and is therefore not a component of comprehensive income attributable to Non-Controlling Interests on the condensed consolidated statements of comprehensive income.

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Summary of Approximate Aggregate Minimum Future Payments Required for Operating Leases

As of March 31, 2016, the approximate aggregate minimum future payments required for operating leases were as follows:

	Remaining 2016		2017		2018		2019		2020		Thereafter		Total
Aggregate minimum future payments	$	28,476	$	35,834	$	31,371	$	30,635	$	14,087	$	10,713	$	151,116

Summary of Fixed and Determinable Payments

As of March 31, 2016, fixed and determinable payments due in connection with these obligations were as follows:

	Remaining 2016		2017		2018		2019		2020		Thereafter		Total
Other long-term obligations	$	16,329	$	5,493	$	5,040	$	2,461	$	132	$	—	$	29,455

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SEGMENT REPORTING (Tables)

3 Months Ended

Mar. 31, 2016

Segment Reporting [Abstract]

Schedule of Economic Net Income

Economic Income (Loss) for the three months ended March 31, 2015 includes a recast of salary, bonus and benefits due to management’s change in allocation methodology among the segments in the current period. All prior periods have been recast to conform to the current presentation. Impact to the combined segments’ total Economic Income (Loss) for all periods was zero.

	Impact on Economic Income (Loss)
	For the Three Months Ended March 31, 2015
	Private Equity Segment			Credit Segment		Real Estate Segment			Total Reportable Segments
Total Economic Income (Loss), as previously presented	$	59,079		$	45,148	$	(2,158	)	$	102,069
Impact of reclassification	(5,483		)	4,423		1,060			—
Total Economic Income (Loss), as currently presented	$	53,596		$	49,571	$	(1,098	)	$	102,069

Schedule of Financial Data for Reportable Segments

The following table presents financial data for Apollo’s reportable segments as of and for the three months ended March 31, 2016 and 2015:

	As of and for the Three Months Ended March 31, 2016
	Private Equity Segment			Credit Segment			Real Estate Segment			Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates, net	$	2,713		$	4,410		$	876		$	7,999
Management fees from affiliates	74,918			142,511			13,504			230,933
Carried interest income (loss) from affiliates:
Unrealized losses(1)	(146,335		)	(21,179		)	(3,377		)	(170,891		)
Realized gains	—			45,152			4,771			49,923
Total Revenues	(68,704		)	170,894			15,774			117,964
Expenses:
Compensation and benefits:
Salary, bonus and benefits	32,074			51,612			8,684			92,370
Equity-based compensation	7,385			8,560			775			16,720
Profit sharing expense	(57,374		)	21,424			2,457			(33,493		)
Total compensation and benefits	(17,915		)	81,596			11,916			75,597
Other expenses	16,725			31,193			6,144			54,062
Total Expenses	(1,190		)	112,789			18,060			129,659
Other Loss:
Net interest expense	(2,428		)	(3,655		)	(808		)	(6,891		)
Net losses from investment activities	(4,106		)	(52,393		)	—			(56,499		)
Income (loss) from equity method investments	(5,483		)	848			776			(3,859		)
Other income, net	(124		)	(408		)	(29		)	(561		)
Total Other Loss	(12,141		)	(55,608		)	(61		)	(67,810		)
Non-Controlling Interests	—			(2,385		)	—			(2,385		)
Economic Income (Loss)	$	(79,655	)	$	112		$	(2,347	)	$	(81,890	)
Total Assets	$	1,083,793		$	2,106,226		$	175,333		$	3,365,352

(1) Included in unrealized carried interest losses from affiliates for the three months ended March 31, 2016 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 12 for further details regarding the general partner obligation.

	For the Three Months Ended March 31, 2015
	Private Equity Segment			Credit Segment			Real Estate Segment			Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates, net	$	3,841		$	5,352		$	350		$	9,543
Management fees from affiliates	74,597			139,452			10,664			224,713
Carried interest income from affiliates:
Unrealized (losses)(1)	(21,109		)	(45,770		)	(26		)	(66,905		)
Realized gains	76,035			57,046			2,417			135,498
Total Revenues	133,364			156,080			13,405			302,849
Expenses:
Compensation and benefits:
Salary, bonus and benefits	31,283			49,256			7,013			87,552
Equity-based compensation	9,056			5,756			1,019			15,831
Profit sharing expense	28,799			10,217			1,816			40,832
Total compensation and benefits	69,138			65,229			9,848			144,215
Other expenses	15,185			32,120			4,629			51,934
Total Expenses	84,323			97,349			14,477			196,149
Other Income (Loss):
Net interest expense	(2,549		)	(3,462		)	(681		)	(6,692		)
Net gains from investment activities	—			1,761			—			1,761
Income (loss) from equity method investments	5,483			(6,907		)	226			(1,198		)
Other income, net	1,621			2,294			429			4,344
Total Other Income (Loss)	4,555			(6,314		)	(26		)	(1,785		)
Non-Controlling Interests	—			(2,846		)	—			(2,846		)
Economic Income (Loss)	$	53,596		$	49,571		$	(1,098	)	$	102,069

(1) Included in unrealized carried interest losses from affiliates for the three months ended March 31, 2015 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 12 for further detail regarding the general partner obligation.

The following tables reconcile the total reportable segments to Apollo’s income before income tax (provision) benefit and total assets as of and for the three months ended March 31, 2016 and 2015 and total assets as of March 31, 2016:

	As of and for the Three Months Ended March 31, 2016
	Total Reportable Segments				Consolidation Adjustments and Other			Consolidated
Revenues	$	117,964			$	2,862	(1)	$	120,826
Expenses	129,659				12,240		(2)	141,899
Other income, net	(67,810		)		9,175		(3)	(58,635		)
Non-Controlling Interests	(2,385		)		2,385			—
Economic (Loss) / (Loss) before income tax benefit	$	(81,890	)	(4)	$	2,182		$	(79,708	)
Total Assets	$	3,365,352			$	995,415	(5)	$	4,360,767

	For the Three Months Ended March 31, 2015
	Total Reportable Segments				Consolidation Adjustments and Other				Consolidated
Revenues	$	302,849			$	175		(1)	$	303,024
Expenses	196,149				27,847			(2)	223,996
Other income, net	(1,785		)		9,769			(3)	7,984
Non-Controlling Interests	(2,846		)		2,846				—
Economic Income / Income before income tax provision	$	102,069		(4)	$	(15,057	)		$	87,012

(1) Represents advisory fees, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated affiliates to employees of the Company and certain compensation and administrative related expense reimbursements.

(2) Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.

(3)Results from the following:

	For the Three Months Ended March 31,
	2016		2015
Net gains from investment activities	$	30	$	354
Net gains from investment activities of consolidated variable interest entities	1,319		1,328
Income from equity method investments	42		137
Other income, net	7,784		7,950
Total consolidation adjustments	$	9,175	$	9,769

(4) The reconciliation of Economic Income to income before income tax (provision) benefit reported in the condensed consolidated statements of operations consists of the following:

	For the Three Months Ended March 31,
	2016			2015
Economic Income (Loss)	$	(81,890	)	$	102,069
Adjustments:
Net income attributable to Non-Controlling Interests in consolidated entities and appropriated partners’ capital	2,035			2,560
Transaction-related charges(6)	147			(17,617		)
Total consolidation adjustments and other	2,182			(15,057		)
Income (loss) before income tax (provision) benefit	$	(79,708	)	$	87,012

(5) Represents the addition of assets of consolidated funds and VIEs. Upon adoption of new accounting guidance (see note 2), debt issuance costs previously recorded in other assets in the condensed consolidated statements of financial condition were reclassified as a direct deduction of the carrying amount of the related debt arrangement.

(6) Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. Equity-based compensation adjustment includes non-cash revenues and expenses related to equity awards granted by unconsolidated affiliates to employees of the Company.

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ORGANIZATION AND BASIS OF PRESENTATION - Narrative (Detail)	3 Months Ended
	Mar. 31, 2016 holding_company Segment shares	Dec. 31, 2015
Organization And Basis Of Presentation [Line Items]
Number of operating segment | Segment	3
Number of holding company | holding_company	5
Economic interest	0.06%	0.06%
Common Class A Shares
Organization And Basis Of Presentation [Line Items]
Conversion ratio of AOG units (in shares) | shares	1
Total Apollo Global Management, LLC Shareholders’ Equity
Organization And Basis Of Presentation [Line Items]
Economic interest	45.90%
Non-Controlling Interests in Apollo Operating Group
Organization And Basis Of Presentation [Line Items]
Economic interest	54.10%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Detail)	3 Months Ended
	Mar. 31, 2016 USD ($) revenue_category	Mar. 31, 2015 USD ($)
Accounting Policies [Abstract]
Number of revenue categories | revenue_category	3
Carried interest income from affiliates	20.00%
Employer contribution | $	$ 0	$ 0

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INVESTMENTS - Apollo's Investments (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]
Investments, at fair value	$ 503,480	$ 539,080
Equity method investments	630,079	615,669
Total Investments	$ 1,133,559	$ 1,154,749

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INVESTMENTS - Net Gains from Investment Activities (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]
Realized gains (losses) on sales of investments	$ (288)	$ 16
Net change in unrealized gains (losses) due to changes in fair value(1)	(56,181)	2,102
Net gains (losses) from investment activities	$ (56,469)	$ 2,118

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INVESTMENTS - Summary of Equity Method Investments (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 630,079	$ 615,669
Advances to affiliates	44,477	41,833
Private Equity Segment
Schedule of Equity Method Investments [Line Items]
Equity Held as of	273,928	273,074
Private Equity Segment | AP Alternative Assets, L.P. (AAA)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 52,958	$ 65,961
% of Ownership	2.247%	2.37%
Private Equity Segment | AAA Investments, L.P. (“AAA Investments”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 1,498	$ 1,676
% of Ownership	0.057%	0.057%
Private Equity Segment | Apollo Investment Fund IV, L.P. (“Fund IV”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 9	$ 9
% of Ownership	0.022%	0.024%
Private Equity Segment | Apollo Investment Fund V, L.P. (“Fund V”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 58	$ 57
% of Ownership	0.045%	0.048%
Private Equity Segment | Apollo Investment Fund VI, L.P. (“Fund VI”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 2,290	$ 2,369
% of Ownership	0.124%	0.119%
Private Equity Segment | Apollo Investment Fund VII, L.P. (“Fund VII”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 54,930	$ 58,334
% of Ownership	1.247%	1.245%
Private Equity Segment | Apollo Investment Fund VIII, L.P. (“Fund VIII”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 131,495	$ 116,443
% of Ownership	2.209%	2.223%
Private Equity Segment | Apollo Natural Resources Partners, L.P. (“ANRP I”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 6,578	$ 6,246
% of Ownership	0.841%	0.836%
Private Equity Segment | Apollo Natural Resources Partners II, L.P. (“ANRP II”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 8,395	$ 5,194
% of Ownership	2.415%	2.447%
Private Equity Segment | AION Capital Partners Limited (“AION”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 15,447	$ 16,497
% of Ownership	5.912%	5.938%
Private Equity Segment | VC Holdings, L.P. Series A (“Vantium A/B”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 13	$ 15
% of Ownership	6.45%	6.45%
Private Equity Segment | VC Holdings, L.P. Series C (“Vantium C”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 48	$ 63
% of Ownership	2.071%	2.071%
Private Equity Segment | VC Holdings, L.P. Series D (“Vantium D”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 168	$ 169
% of Ownership	6.345%	6.345%
Private Equity Segment | Other
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 41	$ 41
Credit Funds
Schedule of Equity Method Investments [Line Items]
Equity Held as of	327,221	313,116
Credit Funds | Apollo Special Opportunities Managed Account, L.P. (“SOMA”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 4,661	$ 5,992
% of Ownership	0.807%	0.816%
Credit Funds | Apollo Value Strategic Fund, L.P. (“VIF”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 23	$ 39
% of Ownership	0.086%	0.084%
Credit Funds | Apollo Strategic Value Fund, L.P. (“SVF”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 4	$ 7
% of Ownership	0.023%	0.03%
Credit Funds | Apollo Credit Liquidity Fund, L.P. (“ACLF”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 2,264	$ 2,253
% of Ownership	4.149%	4.106%
Credit Funds | Apollo Credit Opportunity Fund I, L.P. (“COF I”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 1,450	$ 1,463
% of Ownership	1.948%	1.954%
Credit Funds | Apollo Credit Opportunity Fund II, L.P. (“COF II”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 1,334	$ 1,281
% of Ownership	1.523%	1.523%
Credit Funds | Apollo Credit Opportunity Fund III, L.P. (“COF III”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 22,691	$ 19,612
% of Ownership	1.033%	1.052%
Credit Funds | Apollo European Principal Finance Fund, L.P. (“EPF I”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 3,288	$ 5,195
% of Ownership	1.375%	1.372%
Credit Funds | Apollo European Principal Finance Fund II, L.P. (“EPF II”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 50,473	$ 47,867
% of Ownership	1.76%	1.76%
Credit Funds | Apollo Investment Europe II, L.P. (“AIE II”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 2,164	$ 2,193
% of Ownership	4.33%	3.99%
Credit Funds | Apollo Investment Europe III, L.P. (“AIE III”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 4,413	$ 3,917
% of Ownership	2.92%	2.92%
Credit Funds | Apollo Palmetto Strategic Partnership, L.P. (“Palmetto”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 14,802	$ 15,158
% of Ownership	1.186%	1.186%
Credit Funds | Apollo Asia Private Credit Fund, L.P. (“APC”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 66	$ 49
% of Ownership	0.044%	0.045%
Credit Funds | Apollo Senior Floating Rate Fund Inc. (“AFT”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 79	$ 78
% of Ownership	0.03%	0.03%
Credit Funds | Apollo Residential Mortgage, Inc. (“AMTG”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 3,893	$ 3,997
% of Ownership	1.053%	0.707%
Credit Funds | Apollo European Credit, L.P. (“AEC”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 2,299	$ 2,303
% of Ownership	1.081%	1.081%
Credit Funds | Apollo European Strategic Investments, L.P. (“AESI”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 2,150	$ 2,323
% of Ownership	0.99%	0.99%
Credit Funds | Apollo European Strategic Investments II, L.P. (AESI II”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 1,434	$ 1,224
% of Ownership	0.99%	0.99%
Credit Funds | Apollo Centre Street Partnership, L.P. (“ACSP”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 13,144	$ 11,870
% of Ownership	2.488%	2.488%
Credit Funds | Apollo Investment Corporation (“AINV”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 62,523	$ 61,944
% of Ownership	3.512%	3.434%
Credit Funds | Apollo SK Strategic Investments, L.P. (“SK”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 1,043	$ 1,152
% of Ownership	1.026%	0.99%
Credit Funds | Apollo SPN Investments I, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 4,580	$ 5,490
% of Ownership	0.372%	0.392%
Credit Funds | CION Investment Corporation (“CION”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 1,000	$ 1,000
% of Ownership	0.106%	0.107%
Credit Funds | Apollo Tactical Income Fund Inc. (“AIF”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 71	$ 73
% of Ownership	0.032%	0.031%
Credit Funds | Apollo Franklin Partnership, L.P. (“Franklin Fund”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 7,942	$ 8,147
% of Ownership	9.273%	9.091%
Credit Funds | Apollo Zeus Strategic Investments, L.P. (“Zeus”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 8,186	$ 7,764
% of Ownership	3.398%	3.398%
Credit Funds | Apollo Lincoln Fixed Income Fund, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 2,167	$ 1,941
% of Ownership	1.049%	1.041%
Credit Funds | Apollo Lincoln Private Credit Fund, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 295	$ 211
% of Ownership	0.99%	0.99%
Credit Funds | Apollo Structured Credit Recovery Master Fund III, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 2,078	$ 1,804
% of Ownership	0.293%	0.293%
Credit Funds | Apollo Total Return Fund L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 163	$ 162
% of Ownership	0.041%	0.032%
Credit Funds | Apollo Credit Short Opportunities Fund L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 19	$ 20
% of Ownership	0.014%	0.012%
Credit Funds | MidCap FinCo Limited (“MidCap”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 79,822	$ 79,326
% of Ownership	4.894%	4.94%
Credit Funds | Apollo Energy Opportunity Fund, L.P. (“AEOF”)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 12,032	$ 8,898
% of Ownership	2.44%	2.44%
Credit Funds | Apollo A-N Credit Fund, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 5,124	$ 4,962
% of Ownership	1.975%	1.97%
Credit Funds | Apollo Tactical Value SPN Investments, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 5,035	$ 1,168
% of Ownership	1.682%	1.482%
Credit Funds | Apollo Union Street Partners, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 1,790	$ 1,139
% of Ownership	2.006%	2.002%
Credit Funds | Apollo Hercules Partners L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 1,840	$ 1,094
% of Ownership	2.442%	2.439%
Credit Funds | Apollo A-N Overflow Fund, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 535	$ 0
% of Ownership	2.063%	0.00%
Credit Funds | Apollo Total Return Fund Enhanced (Onshore), L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 101	$ 0
% of Ownership	0.125%	0.00%
Credit Funds | Apollo Thunder Partners, L.P
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 243	$ 0
% of Ownership	2.439%	0.00%
Real Estate Segment
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 28,930	$ 29,479
Real Estate Segment | ARI
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 13,914	$ 13,845
% of Ownership	1.043%	1.043%
Real Estate Segment | U.S. RE Fund I
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 7,871	$ 9,275
% of Ownership	5.00%	5.00%
Real Estate Segment | U.S. RE Fund II
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 2,842	$ 2,712
% of Ownership	2.287%	1.886%
Real Estate Segment | CPI Capital Partners North America, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 29	$ 28
% of Ownership	0.404%	0.404%
Real Estate Segment | CPI Capital Partners Europe, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 5	$ 5
% of Ownership	0.001%	0.001%
Real Estate Segment | CPI Capital Partners Asia Pacific, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 57	$ 80
% of Ownership	0.039%	0.039%
Real Estate Segment | Apollo GSS Holding (Cayman), L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 3,765	$ 3,082
% of Ownership	4.75%	4.75%
Real Estate Segment | BEA/AGRE China Real Estate Fund, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 75	$ 83
% of Ownership	1.031%	1.03%
Real Estate Segment | Apollo-IC, L.P. (Shanghai Village)
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 359	$ 359
% of Ownership	3.10%	3.10%
Real Estate Segment | AGRE Cobb West Investor L.P.
Schedule of Equity Method Investments [Line Items]
Equity Held as of	$ 13	$ 10
% of Ownership	0.407%	0.407%

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INVESTMENTS - Equity Method Investment Income for Athene Holdings (Details) - Investment in Athene Holding - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Schedule of Equity Method Investments [Line Items]
Revenues	$ 1,049	$ 808
Expenses	836	638
Income before income tax provision	213	170
Income tax provision (benefit)	(46)	6
Net income	259	164
Net income attributable to Non-Controlling Interests	0	(16)
Net income available to Athene common shareholders	$ 259	$ 148

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VARIABLE INTEREST ENTITIES - Net Gains (Losses) from Investment Activities of Consolidated VIEs (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net unrealized gains (losses) from investment activities	$ (4,640)	$ 10,589
Net realized gains from investment activities	518	527
Net gains (losses) from investment activities	(4,122)	11,116
Net unrealized gains (losses) from debt	6,434	(8,244)
Interest and other income	10,553	6,942
Interest and other expenses	(11,546)	(8,486)
Net gains from investment activities of consolidated variable interest entities	$ 1,319	$ 1,328

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VARIABLE INTEREST ENTITIES - Principal Provisions of Debt (Detail) - Consolidated Variable Interest Entities - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Principal Outstanding	$ 857,491	$ 818,157
Debt, at fair value	834,618	801,270
Total Assets	1,056,500	1,030,800
Senior Secured Notes
Debt Instrument [Line Items]
Principal Outstanding	$ 771,166	$ 735,792
Weighted average interest rate	1.98%	2.17%
Weighted average remaining maturity	11 years 9 months 18 days	12 years 1 month 6 days
Subordinated Notes
Debt Instrument [Line Items]
Principal Outstanding	$ 86,325	$ 82,365
Weighted average remaining maturity	14 years 10 months 24 days	15 years 1 month 6 days

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VARIABLE INTEREST ENTITIES - Carrying Amounts of Assets and Liabilities (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Variable Interest Entity [Line Items]
Total assets	$ 5,752,507	$ 5,378,456
Total liabilities	2,206,750	1,626,743
Apollo exposure	221,517	202,146
Investments	1,133,559	1,154,749
Cumulative revenues recognized if existing investments become worthless	2,300,000	2,400,000
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Cash	227,400	219,800
Investments	5,479,100	5,149,000
Receivables	46,000	9,600
Debt and other payables	$ 2,206,800	$ 1,626,700

XML

VARIABLE INTEREST ENTITIES - Narrative (Details) - USD ($) $ in Millions		3 Months Ended
	Sep. 30, 2014	Mar. 31, 2016	Dec. 31, 2015
Variable Interest Entity [Line Items]
Number of days trade is open with VIE		60 days
Investment in CLO		$ 43.7	$ 42.3
Total Apollo Global Management, LLC Shareholders’ Equity | Champ Limited Partnership
Variable Interest Entity [Line Items]
Ownership in VIE	25.60%	100.00%
Ownership of related party	35.00%
Investment in VIE		$ 18.2

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Narrative (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Fair Value Disclosures [Abstract]
Transfers from level 1 to level 2, assets	$ 0	$ 0
Transfers from level 2 to level 1, assets	0	0
Transfers from level 1 to level 2, liabilities	0	0
Transfers from level 2 to level 1, liabilities	$ 0	$ 0
Cost Approach Valuation Technique | Investment in Athene Holding
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Book multiple	1.02	1.18

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Valuation of Financial Assets and Liabilities by the Fair Value Heirarchy (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Consolidated Variable Interest Entities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	$ 1,056,500	$ 1,030,800
Debt, at fair value	834,618	801,270
Other liabilities at fair value	10,900	11,400
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	1,467,273	1,449,646
Total Liabilities	919,539	892,260
Fair Value, Measurements, Recurring | Consolidated Variable Interest Entities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	963,793	910,566
Investments at fair value excluding those measured at NAV	957,797	904,353
Investments measured at NAV	5,996	6,213
Debt, at fair value	845,480	812,681
Fair Value, Measurements, Recurring | Contingent Consideration Obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration obligations	74,059	79,579
Fair Value, Measurements, Recurring | Investments held by Apollo Senior Loan Fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	24,067	28,547
Cost of Investments, at Fair Value	24,834	29,344
Fair Value, Measurements, Recurring | Other Investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	25,793	434
Cost of Investments, at Fair Value	25,428	831
Fair Value, Measurements, Recurring | Investment in Athene Holding
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	453,620
Cost of Investments, at Fair Value	387,526
Fair Value, Measurements, Recurring | Athene And AAA Derivative
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value		510,099
Cost of Investments, at Fair Value		387,526
Fair Value, Measurements, Recurring | Total investments, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	503,480	539,080
Cost of Investments, at Fair Value	437,788	417,701
Level I | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	540	0
Total Liabilities	0	0
Level I | Fair Value, Measurements, Recurring | Consolidated Variable Interest Entities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	0	0
Investments at fair value excluding those measured at NAV	0	0
Investments measured at NAV		0
Debt, at fair value	0	0
Level I | Fair Value, Measurements, Recurring | Contingent Consideration Obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration obligations	0	0
Level I | Fair Value, Measurements, Recurring | Investments held by Apollo Senior Loan Fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	540	0
Level I | Fair Value, Measurements, Recurring | Other Investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	0	0
Level I | Fair Value, Measurements, Recurring | Investment in Athene Holding
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	0
Level I | Fair Value, Measurements, Recurring | Athene And AAA Derivative
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value		0
Level I | Fair Value, Measurements, Recurring | Total investments, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	540	0
Level II | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	878,206	830,325
Total Liabilities	834,618	801,270
Level II | Fair Value, Measurements, Recurring | Consolidated Variable Interest Entities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	855,828	803,412
Investments at fair value excluding those measured at NAV	855,828	803,412
Investments measured at NAV		0
Debt, at fair value	834,618	801,270
Level II | Fair Value, Measurements, Recurring | Contingent Consideration Obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration obligations	0	0
Level II | Fair Value, Measurements, Recurring | Investments held by Apollo Senior Loan Fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	22,378	26,913
Level II | Fair Value, Measurements, Recurring | Other Investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	0	0
Level II | Fair Value, Measurements, Recurring | Investment in Athene Holding
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	0
Level II | Fair Value, Measurements, Recurring | Athene And AAA Derivative
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value		0
Level II | Fair Value, Measurements, Recurring | Total investments, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	22,378	26,913
Level III | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	582,531	613,108
Total Liabilities	84,921	90,990
Level III | Fair Value, Measurements, Recurring | Consolidated Variable Interest Entities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	101,969	100,941
Investments at fair value excluding those measured at NAV	101,969	100,941
Investments measured at NAV		0
Debt, at fair value	10,862	11,411
Level III | Fair Value, Measurements, Recurring | Contingent Consideration Obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration obligations	74,059	79,579
Level III | Fair Value, Measurements, Recurring | Investments held by Apollo Senior Loan Fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	1,149	1,634
Level III | Fair Value, Measurements, Recurring | Other Investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	25,793	434
Level III | Fair Value, Measurements, Recurring | Investment in Athene Holding
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	453,620
Level III | Fair Value, Measurements, Recurring | Athene And AAA Derivative
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value		510,099
Level III | Fair Value, Measurements, Recurring | Total investments, at fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, at fair value	$ 480,562	$ 512,167

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Changes in Fair Value in Financial Assets (Details) - Level III - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	$ 613,108	$ 2,913,678
Elimination of investments attributable to consolidation of VIEs		(2,399,130)
Fees		1,942
Purchases	28,267	10,633
Sales of investments/distributions	(11,152)	(6,141)
Net realized gains	1,918	123
Changes in net unrealized gains (losses)	(57,485)	4,773
Cumulative translation adjustment	3,194	(13,109)
Transfer into Level III	11,346	15,559
Transfer out of Level III	(6,665)	(17,787)
Settlement of derivatives		0
Balance, End of Period	582,531	510,541
Gains on investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)	55,481	(1,763)
Consolidated Variable Interest Entities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	100,941	2,522,913
Elimination of investments attributable to consolidation of VIEs		(2,399,130)
Purchases	3,174	9,141
Sales of investments/distributions	(10,509)	(5,493)
Net realized gains	2,029	119
Changes in net unrealized gains (losses)	(2,130)	3,010
Cumulative translation adjustment	3,551	(13,109)
Transfer into Level III	10,356	14,624
Transfer out of Level III	(5,443)	(15,271)
Settlement of derivatives		0
Balance, End of Period	101,969	116,804
Consolidated Variable Interest Entities | Gains on investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)	0	0
Consolidated Variable Interest Entities | Unrealized gains (losses)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)	2,218	(1,367)
Investments held by Apollo Senior Loan Fund
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	1,634	4,359
Purchases	496	1,492
Sales of investments/distributions	(643)	(648)
Net realized gains	(111)	4
Changes in net unrealized gains (losses)	5	(38)
Cumulative translation adjustment	0
Transfer into Level III	990	935
Transfer out of Level III	(1,222)	(2,516)
Settlement of derivatives		0
Balance, End of Period		3,588
Investments held by Apollo Senior Loan Fund | Gains on investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)	121	38
Investments held by Apollo Senior Loan Fund | Consolidated Variable Interest Entities | Unrealized gains (losses)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)		0
Other Investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	434	600
Purchases	24,597
Changes in net unrealized gains (losses)	1,119	(93)
Cumulative translation adjustment	(357)
Transfer into Level III	0
Settlement of derivatives		0
Balance, End of Period		507
Other Investments | Gains on investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)	(1,119)	93
Other Investments | Consolidated Variable Interest Entities | Unrealized gains (losses)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)		0
Investment in Athene Holding
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	510,099	324,514
Changes in net unrealized gains (losses)	(56,479)	1,894
Cumulative translation adjustment		0
Transfer into Level III	0
Settlement of derivatives		3,079
Balance, End of Period		329,487
Investment in Athene Holding | Gains on investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)	56,479	(1,894)
Investment in Athene Holding | Consolidated Variable Interest Entities | Unrealized gains (losses)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)	$ 0	0
AAA and Athene Receivable
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period		61,292
Elimination of investments attributable to consolidation of VIEs		0
Fees		1,942
Cumulative translation adjustment		0
Settlement of derivatives		(3,079)
Balance, End of Period		60,155
AAA and Athene Receivable | Gains on investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)		0
AAA and Athene Receivable | Consolidated Variable Interest Entities | Unrealized gains (losses)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)		$ 0

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Changes in Fair Value in Financial Liabilities (Details) - Level III - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	$ 90,990	$ 12,439,147
Adoption of accounting guidance	0	(11,433,815)
Payments/Extinguishment	(1,407)	(4,929)
Net realized gains	0	0
Changes in net unrealized (gains) losses	(4,662)	(447)
Cumulative Translation Adjustment	0	(90,730)
Transfers Into Level 3	0	0
Transfers out of Level 3	0	(796,958)
Balance, End of Period	84,921	112,268
Contingent Consideration Obligations
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	79,579	96,126
Adoption of accounting guidance	0	0
Payments/Extinguishment	(1,407)	(4,929)
Changes in net unrealized (gains) losses	(4,113)	7,797
Transfers Into Level 3	0	0
Transfers out of Level 3	0	0
Balance, End of Period		98,994
Consolidated Variable Interest Entities | Debt
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	11,411	12,343,021
Adoption of accounting guidance	0	(11,433,815)
Changes in net unrealized (gains) losses	(549)	(8,244)
Cumulative Translation Adjustment		(90,730)
Transfers out of Level 3	0	(796,958)
Balance, End of Period	10,862	13,274
Consolidated Variable Interest Entities | Unrealized gains (losses)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized (gains) losses	$ 0	$ 0

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Quantitative Inputs and Assumptions used for Financial Assets and Liabilities Categories (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Contingent Consideration Obligations | Minimum | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate	10.50%	11.00%
Contingent Consideration Obligations | Maximum | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate	18.00%	18.50%
Contingent Consideration Obligations | Weighted Average | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate	16.60%	17.00%
Investment in Athene Holding | Cost Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Book multiple	1.02	1.18
Investment in Athene Holding | Weighted Average | Cost Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Book multiple	1.02	1.18
Common Stock | Market Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Comparable multiple	0.65	0.60
Common Stock | Weighted Average | Market Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Comparable multiple	0.65	0.60
Level III
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets	$ 582,531	$ 613,108	$ 510,541	$ 2,913,678
Liabilities	84,921	90,990	112,268	12,439,147
Level III | Contingent Consideration Obligations
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Liabilities		79,579	98,994	96,126
Level III | Contingent Consideration Obligations | Income Approach Valuation Technique
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Liabilities	$ 74,059	$ 79,579
Level III | Contingent Consideration Obligations | Weighted Average | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate	16.60%	17.00%
Level III | Investments held by Apollo Senior Loan Fund
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets		$ 1,634	3,588	4,359
Level III | Investments held by Apollo Senior Loan Fund | Third Party Pricing
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets	$ 1,149	1,634
Level III | Other Investments
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets		434	507	600
Level III | Other Investments | Other Valuation Technique
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets	25,793	434
Level III | Investment in Athene Holding
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets		510,099	329,487	324,514
Level III | Investment in Athene Holding | Cost Approach Valuation Technique
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets	453,620	510,099
Level III | Consolidated Variable Interest Entities
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets	101,969	100,941	$ 116,804	$ 2,522,913
Level III | Consolidated Variable Interest Entities | Contingent Consideration Obligations | Other Valuation Technique
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Liabilities	10,862	11,411
Level III | Consolidated Variable Interest Entities | Bank Debt Term Loans | Third Party Pricing
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets	12,885	15,776
Level III | Consolidated Variable Interest Entities | Corporate Loans/Bonds | Third Party Pricing
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets	23,217	22,409
Level III | Consolidated Variable Interest Entities | Common Stock | Income Approach Valuation Technique
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Assets	$ 65,867	$ 62,756
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate	15.10%	14.60%
Level III | Consolidated Variable Interest Entities | Common Stock | Weighted Average | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate	15.10%	14.60%

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CARRIED INTEREST RECEIVABLE - Carried Interest Receivable from Private Equity and Capital Markets Funds (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Receivables [Line Items]
Total carried interest receivable	$ 490,403	$ 643,907
Private Equity Segment
Receivables [Line Items]
Total carried interest receivable	225,944	373,871
Credit
Receivables [Line Items]
Total carried interest receivable	240,386	240,844
Real Estate
Receivables [Line Items]
Total carried interest receivable	$ 24,073	$ 29,192

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CARRIED INTEREST RECEIVABLE - Carried Interest Receivable Balance (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Carried Interest Receivables [Roll Forward]
January 1, 2016	$ 643,907
Change in fair value of funds	(116,229)
Fund distributions to the Company	(37,275)
March 31, 2016	490,403
Private Equity Segment
Carried Interest Receivables [Roll Forward]
January 1, 2016	373,871
Change in fair value of funds	(147,927)
Fund distributions to the Company	0
March 31, 2016	225,944
Credit
Carried Interest Receivables [Roll Forward]
January 1, 2016	240,844
Change in fair value of funds	30,314
Fund distributions to the Company	(30,772)
March 31, 2016	240,386
Real Estate
Carried Interest Receivables [Roll Forward]
January 1, 2016	29,192
Change in fair value of funds	1,384
Fund distributions to the Company	(6,503)
March 31, 2016	$ 24,073

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PROFIT SHARING PAYABLE - Summary of Profit Sharing From Private Equity, Credit, and Real Estate Funds (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Profit Sharing Payable Summary [Line Items]
Profit sharing payable	$ 257,504	$ 295,674
Private Equity Segment
Profit Sharing Payable Summary [Line Items]
Profit sharing payable	72,909	118,963
Credit
Profit Sharing Payable Summary [Line Items]
Profit sharing payable	173,440	165,392
Real Estate Segment
Profit Sharing Payable Summary [Line Items]
Profit sharing payable	$ 11,155	$ 11,319

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PROFIT SHARING PAYABLE - Rollforward Summary of Profit Sharing From Private Equity, Credit, and Real Estate Funds (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Profit Sharing Payable Rollforward [Roll Forward]
Beginning of period	$ 295,674
Profit sharing expense	(23,997)
Payments/other	(14,173)
End of period	257,504
Private Equity Segment
Profit Sharing Payable Rollforward [Roll Forward]
Beginning of period	118,963
Profit sharing expense	(44,491)
Payments/other	(1,563)
End of period	72,909
Credit
Profit Sharing Payable Rollforward [Roll Forward]
Beginning of period	165,392
Profit sharing expense	18,038
Payments/other	(9,990)
End of period	173,440
Real Estate Segment
Profit Sharing Payable Rollforward [Roll Forward]
Beginning of period	11,319
Profit sharing expense	2,456
Payments/other	(2,620)
End of period	$ 11,155

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INCOME TAXES - Narrative (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Income tax provision	$ (5,147,000)	$ 5,514,000
Effective Income Tax Rate	6.50%	6.30%
Unrecognized tax benefits	$ 0
Period of recognition for tax intangibles	15 years

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DEBT - Summary of Debt (Detail) $ in Thousands	Jan. 18, 2016 EUR (€)	Dec. 09, 2014 EUR (€)	Jul. 03, 2014 EUR (€)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Debt Instrument [Line Items]
Debt				$ 1,046,012	$ 1,025,255
Fair Value				1,061,703	1,027,979
2013 AMH Credit Facilities - Term Facility | Line of Credit
Debt Instrument [Line Items]
Debt				499,099	499,327
Fair Value				$ 501,300	$ 501,300
Weighted average interest rate				1.67%	1.44%
Unamortized debt issuance expense				$ 900	$ 700
2024 Senior Notes | Senior Secured Notes
Debt Instrument [Line Items]
Debt				494,717	494,555
Fair Value				$ 508,200	$ 495,300
Weighted average interest rate				4.00%	4.00%
Unamortized debt issuance expense				$ 4,500	$ 4,600
2014 AMI Term Facility I | Line of Credit
Debt Instrument [Line Items]
Debt				15,243	14,543
Fair Value				$ 15,250	$ 14,549
Weighted average interest rate				2.02%	2.15%
Credit facility borrowing capacity | €			€ 13,400,000.0
Credit term (in years)			5 years
2014 AMI Term Facility II | Line of Credit
Debt Instrument [Line Items]
Debt				$ 17,640	$ 16,830
Fair Value				$ 17,640	$ 16,830
Weighted average interest rate				1.75%	1.85%
Credit facility borrowing capacity | €		€ 15,500,000.0
Credit term (in years)		5 years
2016 AMI Term Facility | Line of Credit
Debt Instrument [Line Items]
Debt				$ 19,313
Fair Value				$ 19,313
Weighted average interest rate				1.75%
Credit facility borrowing capacity | €	€ 17,000,000.0
Credit term (in years)	5 years

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DEBT - Narrative (Detail)			3 Months Ended
	Mar. 11, 2016	Dec. 18, 2013 USD ($)	Mar. 31, 2016 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2015 USD ($)	May. 30, 2014 USD ($)
Debt Instrument [Line Items]
Debt			$ 1,046,012,000		$ 1,025,255,000
2013 AMH Credit Facilities - Term Facility
Debt Instrument [Line Items]
Carrying amount of assets under management		$ 40,000,000,000
Leverage ratio		4.00
Term Loan | 2013 AMH Credit Facilities - Term Facility
Debt Instrument [Line Items]
Debt		$ 750,000,000	500,000,000
Extension of debt	2 years
Amortization of debt			200,000	$ 200,000
Term Loan held by affiliate | 2013 AMH Credit Facilities - Term Facility
Debt Instrument [Line Items]
Debt		271,700,000
Revolving Credit Facility
Debt Instrument [Line Items]
Debt		$ 500,000,000
Leverage ratio		3.75
Revolving Credit Facility | 2013 AMH Credit Facilities - Term Facility
Debt Instrument [Line Items]
Debt		$ 500,000,000	$ 500,000,000
Extension of debt	2 years
Effective interest rate			1.76%
Commitment fee percent			0.125%
Line of Credit | 2013 AMH Credit Facilities - Term Facility
Debt Instrument [Line Items]
Debt			$ 499,099,000		499,327,000
Principal payments on debt			250,000,000
Interest expense incurred			2,300,000	1,900,000
Senior Secured Notes | 2024 Senior Notes
Debt Instrument [Line Items]
Debt			494,717,000		$ 494,555,000
Interest expense incurred			5,000,000	5,000,000
Debt face amount						$ 500,000,000.0
Debt interest rate						4.00%
Debt issuance price						99.722%
Amortization of debt issuance costs			$ 100,000	$ 100,000

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NET INCOME (LOSS) PER CLASS A SHARE - Basic and Diluted Net Income (Loss) Per Class A Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Numerator:
Net income attributable to Apollo Global Management, LLC	$ (32,828)	$ 30,927
Distributions declared on Class A shares	(51,432)	(144,394)
Distributions on participating securities	(2,123)	(15,264)
Undistributed loss attributable to Class A shareholders: Basic and Diluted	$ (86,383)	$ (128,731)
Denominator:
Weighted average number of Class A shares outstanding: Basic (in shares)	182,665,330	165,968,620
Net Income per Class A Share: Basic and Diluted
Distributed Income (in USD per share)	$ 0.28	$ 0.87
Undistributed Income (Loss) (in USD per share)	(0.47)	(0.78)
Net Income per Class A Share: Diluted (in USD per share)	$ (0.19)	$ 0.09

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NET INCOME (LOSS) PER CLASS A SHARE - Weighted Average Shares Issued (Details) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average vested units (in shares)	3,142,789	14,672,264
Weighted average unvested units (in shares)	6,211,882	4,895,843
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average unexercised options (in shares)	222,920	231,253
Apollo Operating Group (AOG) Unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average unvested units (in shares)	216,169,856	222,545,477
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average unvested units (in shares)	99,135	50,316

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NET INCOME (LOSS) PER CLASS A SHARE - Narrative (Detail)	3 Months Ended
	Mar. 31, 2016 USD ($) vote shares	Mar. 31, 2015
Common Class A Shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Conversion ratio of AOG units (in shares)	1
Common Class B Shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Conversion ratio of AOG units (in shares)	1
Number of votes (in votes) | vote	1
Class B share net income (loss) | $	$ 0
Class B share distribution or liquidation rights	0
Class B voting power, percent of voting rights	61.00%	64.40%

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EQUITY-BASED COMPENSATION - RSU Activity (Detail) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2016 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	11,040,143
Granted (in shares)	0
Forfeited (in shares)	(97,976)
Vested (in shares)	436,297
Ending balance (in shares)	10,505,870
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning of period (in USD per share) | $ / shares	$ 16.40
Granted (in USD per share) | $ / shares	0.00
Forfeited (in USD per share) | $ / shares	17.16
Delivered (in USD per share) | $ / shares	16.64
Vested (in USD per share) | $ / shares	16.53
End of period (in USD per share) | $ / shares	$ 16.39
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	17,334,196
Granted (in shares)	0
Forfeited (in shares)	(97,976)
Delivered (in shares)	(4,923,438)
Vested (in shares)	436,297
Ending balance (in shares)	12,312,782
Vested
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Vested (in shares)	436,297
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	6,294,053
Delivered (in shares)	(4,923,438)
Vested (in shares)	436,297
Ending balance (in shares)	1,806,912

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EQUITY-BASED COMPENSATION - Awards Delivered (Details) - Common Class A Shares - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class A shares delivered (in shares)	3,276,701	4,640,825
Gross value of shares	$ 66,259	$ 110,712

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EQUITY-BASED COMPENSATION - Reconciliation of Equity-Based Compensation (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 14,002	$ 20,103
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	18,992	17,035
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	(7,034)	1,721
Restricted Depositary Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	2,044	1,347
Non-Controlling Interests in Apollo Operating Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	(2,699)	1,748
Less other equity-based compensation awards	2,699	(1,748)
Capital increase related to equity-based compensation	$ 0	$ 0
Non-Controlling Interests in Apollo Operating Group | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of non controlling interest	0.00%	0.00%
Equity-based compensation	$ 0	$ 0
Non-Controlling Interests in Apollo Operating Group | Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of non controlling interest	54.10%	57.00%
Equity-based compensation	$ (3,805)	$ 981
Non-Controlling Interests in Apollo Operating Group | Restricted Depositary Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of non controlling interest	54.10%	57.00%
Equity-based compensation	$ 1,106	$ 767
Total Apollo Global Management, LLC Shareholders’ Equity
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	16,701	18,355
Less other equity-based compensation awards	1,766	(972)
Capital increase related to equity-based compensation	18,467	17,383
Total Apollo Global Management, LLC Shareholders’ Equity | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	18,992	17,035
Total Apollo Global Management, LLC Shareholders’ Equity | Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	(3,229)	740
Total Apollo Global Management, LLC Shareholders’ Equity | Restricted Depositary Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 938	$ 580

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EQUITY-BASED COMPENSATION - Narrative (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 14,002	$ 20,103
Distributions related to deliveries of Class A shares for RSUs	22,042	$ (2,451)
Accumulated Deficit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distributions related to deliveries of Class A shares for RSUs	$ 22,042
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Actual forfeiture rate	0.90%	0.10%
Equity-based compensation	$ 18,100	$ 17,400
Number of units expected to vest	10,100,000
Restricted Stock Units (RSUs) | 2007 Omnibus Equity Incentive Plan, Plan Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	6 years
Restricted Stock Units (RSUs) | 2007 Omnibus Equity Incentive Plan, Bonus Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Restricted Stock Units (RSUs) | Vesting 1 year after grant | 2007 Omnibus Equity Incentive Plan, Plan Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Restricted Stock | Athene Holding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	5 years
Equity-based compensation	$ (7,000)	$ 1,700

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Due from Affiliates and Due to Affiliates (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Due from Affiliates:
Total due from affiliates	$ 261,903	$ 247,835
Due to Affiliates:
Total due to affiliates	594,254	594,536
Private Equity Segment
Due from Affiliates:
Total due from affiliates	20,564	21,532
Due to Affiliates:
Total due to affiliates	19,084	16,293
Portfolio companies
Due from Affiliates:
Total due from affiliates	36,726	36,424
Credit
Due from Affiliates:
Total due from affiliates	125,513	124,660
Due to Affiliates:
Total due to affiliates	66,898	57,981
Employees
Due from Affiliates:
Total due from affiliates	56,892	42,491
Due to Affiliates:
Total due to affiliates	1,963	13,520
Real Estate Segment
Due from Affiliates:
Total due from affiliates	22,208	22,728
Due to Affiliates:
Total due to affiliates	147	580
Managing Partners
Due to Affiliates:
Total due to affiliates	$ 506,162	$ 506,162

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Amount of Quarterly Distribution (Detail) - USD ($) $ / shares in Units, $ in Millions												3 Months Ended		12 Months Ended
	Feb. 29, 2016	Feb. 03, 2016	Nov. 30, 2015	Oct. 28, 2015	Aug. 31, 2015	Jul. 29, 2015	May. 29, 2015	May. 07, 2015	Apr. 11, 2015	Feb. 27, 2015	Feb. 05, 2015	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Related Party Transaction [Line Items]
Distributions declared per Class A Share (USD per share)		$ 0.28		$ 0.35		$ 0.42		$ 0.33	$ 0		$ 0.86	$ 0.28	$ 0.86	$ 1.96
Distributions paid	$ 111.9		$ 139.1		$ 166.0		$ 129.6		$ 22.4	$ 335.7		$ 111.9		$ 792.8
Non-Controlling Interests in Consolidated Entities
Related Party Transaction [Line Items]
Distributions paid to noncontrolling interest	60.5		75.7		91.2		72.8		22.4	191.3		60.5		453.4
Common Class A Shares
Related Party Transaction [Line Items]
Distributions paid	51.4		63.4		74.8		56.8		0.0	144.4		51.4		339.4
Participating Security
Related Party Transaction [Line Items]
Distributions paid	$ 2.1		$ 3.1		$ 5.1		$ 4.9		$ 0.0	$ 15.3		$ 2.1		$ 28.4
Apollo Operating Group (AOG) Unit
Related Party Transaction [Line Items]
Distributions declared per Class A Share (USD per share)									$ 0.10

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Net Income Attributable to Non-Controlling Interests (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Related Party Transaction [Line Items]
Net (income) loss attributable to Non-Controlling Interests	$ 41,733	$ (50,571)
Other comprehensive (income) loss attributable to Non-Controlling Interests	(2,634)	7,582
Comprehensive (Income) Loss Attributable to Non-Controlling Interests	39,099	(45,395)
Interest in management companies and co-investment vehicle
Related Party Transaction [Line Items]
Net (income) loss attributable to Non-Controlling Interests	(2,082)	(2,882)
Other consolidated entities
Related Party Transaction [Line Items]
Net (income) loss attributable to Non-Controlling Interests	47	(2,083)
Consolidated Entities
Related Party Transaction [Line Items]
Net (income) loss attributable to Non-Controlling Interests	(2,035)	(4,965)
Appropriated Partners’ Capital
Related Party Transaction [Line Items]
Net (income) loss attributable to Non-Controlling Interests	0	2,406
Net income attributable to Appropriated Partners’ Capital	0	(2,406)
Non-Controlling Interests in Apollo Operating Group
Related Party Transaction [Line Items]
Net (income) loss attributable to Non-Controlling Interests	$ 43,768	$ (48,012)

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Narrative (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Related Party Transaction [Line Items]
Percentage of amount of cash savings	15.00%
Period of payments pursuant to tax receivable agreement	15 years
Loans to related party	$ 25,000,000		$ 25,000,000
Loans due upon liquidation of fund	2,200,000		1,600,000
Indemnity Liability	$ 3,900,000		4,600,000
Management fee rate	0.40%
Advisory fee percent, less than $10 billion	0.40%
Assets under management, Less than	$ 10,000,000,000
Assets under management, Greater than	0.35%
Advisory fee percent, greater than $10 billion	$ 10,000,000,000
Carried interest payable rate	20.00%
Carried interest from AAA Investments' Investment in Athene	$ (19,100,000)
Carried interest receivable related to AAA investments	155,900,000		185,500,000
Profit sharing payable for AAA investment	$ 52,400,000		$ 62,800,000
Economic interest	0.06%		0.06%
Carried interest receivable	$ 490,403,000		$ 643,907,000
Equity Held as of	$ 630,079,000		$ 615,669,000
Total Apollo Global Management, LLC Shareholders’ Equity
Related Party Transaction [Line Items]
Economic interest	45.90%
Private Placement | Athene Holding
Related Party Transaction [Line Items]
Economic interest	46.30%		46.30%
Apollo Investment Fund VII, L.P. (“Fund VII”)
Related Party Transaction [Line Items]
Loans due upon liquidation of fund	$ 13,600,000		$ 11,000,000
Apollo Credit Liquidity Fund, L.P. (“ACLF”)
Related Party Transaction [Line Items]
Loans due upon liquidation of fund	7,200,000		6,900,000
General partner obligation	26,400,000		25,600,000
Apollo Investment Fund V, L.P. (“Fund V”)
Related Party Transaction [Line Items]
Loans due upon liquidation of fund	4,200,000		4,900,000
General partner obligation	9,200,000		10,800,000
Apollo Natural Resources Partners, L.P. (“ANRP I”)
Related Party Transaction [Line Items]
Loans due upon liquidation of fund	1,300,000		1,300,000
General partner obligation	3,400,000		3,400,000
Apollo Asia Private Credit Fund, L.P. (“APC”)
Related Party Transaction [Line Items]
General partner obligation	2,100,000		2,100,000
Apollo Credit Opportunity Fund II, L.P. (“COF II”)
Related Party Transaction [Line Items]
General partner obligation			400,000
Certain Credit Funds
Related Party Transaction [Line Items]
General partner obligation	$ 33,000,000		$ 29,700,000
AAA and AAA Guarantor - Athene L.P.
Related Party Transaction [Line Items]
% of Ownership	2.30%		2.40%
Athene Holding
Related Party Transaction [Line Items]
Economic interest	9.10%		9.20%
% of Ownership	1.10%		1.20%
Athene Holding | Total Apollo Global Management, LLC Shareholders’ Equity
Related Party Transaction [Line Items]
% of Ownership	8.00%		8.00%
Managing Partners
Related Party Transaction [Line Items]
Percentage of amount of cash savings	85.00%
Subsidiary of Common Parent
Related Party Transaction [Line Items]
Management fee rate	0.10%
Athene and Athene Life Re Ltd.
Related Party Transaction [Line Items]
Athene aggregate income earned by Apollo	$ (27,400,000)	$ 94,500,000
Minimum
Related Party Transaction [Line Items]
Fund investment fee rates	0.00%
Carried interest payable rate	0.00%
Maximum
Related Party Transaction [Line Items]
Fund investment fee rates	1.75%
Carried interest payable rate	20.00%

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COMMITMENTS AND CONTINGENCIES - Summary of Approximate Aggregate Minimum Future Payments Required for Operating Leases (Detail) $ in Thousands	Mar. 31, 2016 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2016	$ 28,476
2017	35,834
2018	31,371
2019	30,635
2020	14,087
Thereafter	10,713
Total	$ 151,116

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COMMITMENTS AND CONTINGENCIES - Summary of Fixed and Determinable Payments (Detail) - Management and Consulting Payable $ in Thousands	Mar. 31, 2016 USD ($)
Other Commitments [Line Items]
Remaining 2016	$ 16,329
2017	5,493
2018	5,040
2019	2,461
2020	132
Thereafter	0
Total	$ 29,455

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COMMITMENTS AND CONTINGENCIES - Narrative (Detail)					1 Months Ended	3 Months Ended
	Mar. 14, 2016 litigation	Jul. 21, 2015 defendant	Jan. 12, 2015 plaintiff	Jan. 21, 2014 litigation	Mar. 31, 2012 litigation	Mar. 31, 2016 USD ($) underwriting_commitment	Mar. 31, 2015 USD ($)	Jan. 26, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 03, 2014 USD ($)
Long-term Purchase Commitment [Line Items]
Unfunded capital commitments						$ 564,000,000			$ 566,300,000
Aggregate after-tax cash distribution obligation to acquire additional common units						25.00%
Number of suits (in litigation) | litigation	5			4	2
Loss accrual									45,000,000
Expenses related to non-cancellable contractual obligations						$ 10,100,000	$ 10,500,000
Cumulative revenues recognized if existing investments become worthless						$ 2,300,000,000			2,400,000,000
Underwriting commitment | underwriting_commitment						0
Fair value of the contingent obligation						$ 65,000,000			70,900,000
Gulf Stream
Long-term Purchase Commitment [Line Items]
Fair Value of contingent liability						9,100,000			$ 8,700,000
AAA Investment Credit Agreement
Long-term Purchase Commitment [Line Items]
Maximum advance						$ 10,000,000.0
Commitment fee on advance						0.125%
Advances to Affiliate						$ 0
LIBOR | AAA Investment Credit Agreement
Long-term Purchase Commitment [Line Items]
Spread on advance						1.50%
Verso Corporation
Long-term Purchase Commitment [Line Items]
Debtor-in-possession financing amount								$ 775,000,000
Kelm v. Chase Bank and Miller v. 1-800-Flowers.com, Inc. | Affinion Group Limited Liability Company
Long-term Purchase Commitment [Line Items]
% of Ownership					68.00%
re: Caesars Entertainment Operating Company, Inc. bankruptcy proceedings, No. 15-10047 and No. 15-01145
Long-term Purchase Commitment [Line Items]
Number of plaintiffs (in plaintiff) | plaintiff			3
Meehancombs Global Credit Opportunities Master Fund, L.P., et al. v. Caesars Entertainment Corp., et al., No. 14-cv-7091 | Caesars Entertainment Corp
Long-term Purchase Commitment [Line Items]
CEC debt										$ 137,000,000
Wilmington Trust, National Association v. Caesars Entertainment Corp., No. 15-cv-08280 | Caesars Entertainment Corp
Long-term Purchase Commitment [Line Items]
Debt interest rate									10.75%
Director | CEC Entertainment, Inc. Stockholder Litigation, Case No. 14C57
Long-term Purchase Commitment [Line Items]
Number of defendants | defendant		2

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SEGMENT REPORTING - Economic Net Income (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Segment Reporting Information [Line Items]
Economic net income	$ (79,708,000)	$ 87,012,000
Impact of reclassification	0	0
Private Equity Segment
Segment Reporting Information [Line Items]
Economic net income	(79,655,000)	53,596,000
Impact of reclassification		(5,483,000)
Credit Segment
Segment Reporting Information [Line Items]
Economic net income	112,000	49,571,000
Impact of reclassification		4,423,000
Real Estate Segment
Segment Reporting Information [Line Items]
Economic net income	(2,347,000)	(1,098,000)
Impact of reclassification		1,060,000
Total Reportable Segments
Segment Reporting Information [Line Items]
Economic net income	$ (81,890,000)	102,069,000
Total Reportable Segments | Private Equity Segment
Segment Reporting Information [Line Items]
Economic net income		53,596,000
Total Reportable Segments | Credit Segment
Segment Reporting Information [Line Items]
Economic net income		49,571,000
Total Reportable Segments | Real Estate Segment
Segment Reporting Information [Line Items]
Economic net income		(1,098,000)
Scenario, Previously Reported
Segment Reporting Information [Line Items]
Economic net income		102,069,000
Scenario, Previously Reported | Private Equity Segment
Segment Reporting Information [Line Items]
Economic net income		59,079,000
Scenario, Previously Reported | Credit Segment
Segment Reporting Information [Line Items]
Economic net income		45,148,000
Scenario, Previously Reported | Real Estate Segment
Segment Reporting Information [Line Items]
Economic net income		$ (2,158,000)

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SEGMENT REPORTING - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Revenues:
Advisory and transaction fees from affiliates, net	$ 7,999	$ 9,543
Management fees from affiliates	233,795	224,889
Total Revenues	120,826	303,024
Salary, bonus and benefits	97,234	87,633
Equity-based compensation	14,002	20,103
Profit sharing expense	(37,605)	48,629
Total Compensation and Benefits	73,631	156,365
Total Expenses	141,899	223,996
Net gains (losses) from investment activities	(56,469)	2,118
Income (loss) from equity method investments	(3,817)	(1,061)
Other income, net	(253)	4,874
Total Other Income (Loss)	(58,635)	7,984
Non-Controlling Interests	41,733	(50,571)
Economic Income (Loss)	(79,708)	87,012
Total Assets	4,360,767		$ 4,559,808
Private Equity Segment
Revenues:
Advisory and transaction fees from affiliates, net	2,713	3,841
Management fees from affiliates	74,918	74,597
Unrealized gain (losses)	(146,335)	(21,109)
Realized gains	0	76,035
Total Revenues	(68,704)	133,364
Salary, bonus and benefits	32,074	31,283
Equity-based compensation	7,385	9,056
Profit sharing expense	(57,374)	28,799
Total Compensation and Benefits	(17,915)	69,138
Other expenses	16,725	15,185
Total Expenses	(1,190)	84,323
Net interest expense	(2,428)	(2,549)
Net gains (losses) from investment activities	(4,106)	0
Income (loss) from equity method investments	(5,483)	5,483
Other income, net	(124)	1,621
Total Other Income (Loss)	(12,141)	4,555
Non-Controlling Interests	0	0
Economic Income (Loss)	(79,655)	53,596
Total Assets	1,083,793
Credit Segment
Revenues:
Advisory and transaction fees from affiliates, net	4,410	5,352
Management fees from affiliates	142,511	139,452
Unrealized gain (losses)	(21,179)	(45,770)
Realized gains	45,152	57,046
Total Revenues	170,894	156,080
Salary, bonus and benefits	51,612	49,256
Equity-based compensation	8,560	5,756
Profit sharing expense	21,424	10,217
Total Compensation and Benefits	81,596	65,229
Other expenses	31,193	32,120
Total Expenses	112,789	97,349
Net interest expense	(3,655)	(3,462)
Net gains (losses) from investment activities	(52,393)	1,761
Income (loss) from equity method investments	848	(6,907)
Other income, net	(408)	2,294
Total Other Income (Loss)	(55,608)	(6,314)
Non-Controlling Interests	(2,385)	(2,846)
Economic Income (Loss)	112	49,571
Total Assets	2,106,226
Real Estate Segment
Revenues:
Advisory and transaction fees from affiliates, net	876	350
Management fees from affiliates	13,504	10,664
Unrealized gain (losses)	(3,377)	(26)
Realized gains	4,771	2,417
Total Revenues	15,774	13,405
Salary, bonus and benefits	8,684	7,013
Equity-based compensation	775	1,019
Profit sharing expense	2,457	1,816
Total Compensation and Benefits	11,916	9,848
Other expenses	6,144	4,629
Total Expenses	18,060	14,477
Net interest expense	(808)	(681)
Net gains (losses) from investment activities	0	0
Income (loss) from equity method investments	776	226
Other income, net	(29)	429
Total Other Income (Loss)	(61)	(26)
Non-Controlling Interests	0	0
Economic Income (Loss)	(2,347)	(1,098)
Total Assets	175,333
Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates, net	7,999	9,543
Management fees from affiliates	230,933	224,713
Unrealized gain (losses)	(170,891)	(66,905)
Realized gains	49,923	135,498
Total Revenues	117,964	302,849
Salary, bonus and benefits	92,370	87,552
Equity-based compensation	16,720	15,831
Profit sharing expense	(33,493)	40,832
Total Compensation and Benefits	75,597	144,215
Other expenses	54,062	51,934
Total Expenses	129,659	196,149
Net interest expense	(6,891)	(6,692)
Net gains (losses) from investment activities	(56,499)	1,761
Income (loss) from equity method investments	(3,859)	(1,198)
Other income, net	(561)	4,344
Total Other Income (Loss)	(67,810)	(1,785)
Non-Controlling Interests	(2,385)	(2,846)
Economic Income (Loss)	(81,890)	102,069
Total Assets	$ 3,365,352
Total Reportable Segments | Private Equity Segment
Revenues:
Economic Income (Loss)		53,596
Total Reportable Segments | Credit Segment
Revenues:
Economic Income (Loss)		49,571
Total Reportable Segments | Real Estate Segment
Revenues:
Economic Income (Loss)		$ (1,098)

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SEGMENT REPORTING - Reconciliation of Total Segments to Apollo Global Management, LLC`s (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Segment Reporting Information [Line Items]
Revenues	$ 120,826	$ 303,024
Expenses	141,899	223,996
Other income (loss)	(58,635)	7,984
Non-Controlling Interests	0	0
Economic Income (Loss)	(79,708)	87,012
Total Assets	4,360,767		$ 4,559,808
Total Reportable Segments
Segment Reporting Information [Line Items]
Revenues	117,964	302,849
Expenses	129,659	196,149
Other income (loss)	(67,810)	(1,785)
Non-Controlling Interests	(2,385)	(2,846)
Economic Income (Loss)	(81,890)	102,069
Total Assets	3,365,352
Consolidation Adjustments and Other
Segment Reporting Information [Line Items]
Revenues	2,862	175
Expenses	12,240	27,847
Other income (loss)	9,175	9,769
Non-Controlling Interests	2,385	2,846
Economic Income (Loss)	2,182	$ (15,057)
Total Assets	$ 995,415

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SEGMENT REPORTING - Reconciliation of Total Segments to Apollo Global Management, LLC's (Footnote) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Segment Reporting Information [Line Items]
Net gains (loss) from investment activities of consolidated variable interest entities	$ 1,319	$ 1,328
Income (loss) from equity method investments	(3,817)	(1,061)
Total Other Income (Loss)	(58,635)	7,984
Economic net income	(79,708)	87,012
Net (income) loss attributable to Non-Controlling Interests	41,733	(50,571)
Income (loss) before income tax (provision) benefit	(79,708)	87,012
Total Reportable Segments
Segment Reporting Information [Line Items]
Income (loss) from equity method investments	(3,859)	(1,198)
Total Other Income (Loss)	(67,810)	(1,785)
Economic net income	(81,890)	102,069
Net (income) loss attributable to Non-Controlling Interests	(2,385)	(2,846)
Consolidation Adjustments and Other
Segment Reporting Information [Line Items]
Net loss from investment activities	30	354
Net gains (loss) from investment activities of consolidated variable interest entities	1,319	1,328
Income (loss) from equity method investments	42	137
Other Income, net	(7,784)	(7,950)
Total Other Income (Loss)	9,175	9,769
Economic net income	2,182	(15,057)
Total Apollo Global Management, LLC Shareholders’ Equity
Segment Reporting Information [Line Items]
Total Other Income (Loss)	2,182	(15,057)
Net (income) loss attributable to Non-Controlling Interests	2,035	2,560
Transaction-related charges	$ 147	$ (17,617)

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SEGMENT REPORTING - Narrative (Details)	3 Months Ended
	Mar. 31, 2016 Segment
Segment Reporting [Abstract]
Number of segments	3

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SUBSEQUENT EVENTS - Narrative (Detail) - $ / shares								3 Months Ended		12 Months Ended
	May. 05, 2016	Feb. 03, 2016	Oct. 28, 2015	Jul. 29, 2015	May. 07, 2015	Apr. 11, 2015	Feb. 05, 2015	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Subsequent Event [Line Items]
Distributions declared per Class A Share (USD per share)		$ 0.28	$ 0.35	$ 0.42	$ 0.33	$ 0	$ 0.86	$ 0.28	$ 0.86	$ 1.96
Common Class A Shares | Subsequent Event
Subsequent Event [Line Items]
Distributions declared per Class A Share (USD per share)	$ 0.25

XML

Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (4,069,263,000)
Additional Paid-in Capital [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	1,771,000
Parent Company [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	(934,745,000)
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	(3,350,000)
Appropriated Partners Capital [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	(933,166,000)
Noncontrolling Interest, Controlling Interests in Consolidated Entities [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (3,134,518,000)