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 JUNE 30, 2017 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	x	Accelerated filer	¨
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
			¨

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

As of August 7, 2017 there were 193,912,759 Class A shares and 1 Class B share outstanding.

	TABLE OF CONTENTS
		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	8
	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Statements of Financial Condition (Unaudited) as of June 30, 2017 and December 31, 2016	8
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2017 and 2016	9
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2017 and 2016	10
	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the Six Months Ended June 30, 2017 and 2016	11
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2017 and 2016	12
	Notes to Condensed Consolidated Financial Statements (Unaudited)	13
ITEM 1A.	UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION	67
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	69
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	120
ITEM 4.	CONTROLS AND PROCEDURES	122
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	123
ITEM 1A.	RISK FACTORS	123
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	123
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	124
ITEM 4.	MINE SAFETY DISCLOSURES	124
ITEM 5.	OTHER INFORMATION	124
ITEM 6.	EXHIBITS	125
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 assets funds, market conditions generally, our ability to manage our growth, fund performance, changes in our regulatory environment and tax status, the variability of our revenues, net income and cash flow, our use of leverage to finance our businesses and investments by our funds and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in the Company’s

Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 13, 2017 (the “2016 Annual Report”); as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other filings. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Terms Used in This Report

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

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

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

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

“Assets Under Management”, or “AUM”, refers to the assets 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 assets funds, partnerships and accounts we manage, and the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, which includes the leverage used by such structured portfolio company investments;

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

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

Our AUM measure includes Assets Under Management for which we charge either 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

(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.

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

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

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

“Advisory” refers to certain assets advised by Apollo Asset Management Europe PC LLP, a wholly-owned subsidiary of Apollo Asset Management Europe LLP (collectively, “AAME”). The AAME entities are subsidiaries of Apollo. Until AAME receives full authorization by the UK Financial Conduct Authority (“FCA”), references to AAME in this report mean AAME and Apollo Management International LLP, an existing FCA authorized and regulated subsidiary of Apollo in the United Kingdom;

“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 assets 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 to commitment-based funds and certain SIAs in which investors make a commitment to provide capital at the formation of such funds and SIAs and deliver capital when called as investment opportunities become available. It includes assets of Athene Holding Ltd. (“Athene Holding”) and its subsidiaries (collectively “Athene”) managed by Athene Asset Management, 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 (i) for a given investment for the fund or funds which made such investment, and (ii) for a given fund, in the relevant fund itself (and not any one investor in the fund), in each case, on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on June 30, 2017 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. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor;

“gross IRR” of a 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. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor;

“gross IRR” of a real assets fund represents the cumulative investment-related cash flows in the fund itself (and not any one investor in the fund), on the basis of the actual timing of cash inflows and outflows (for unrealized investments assuming disposition on June 30, 2017 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. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor;

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

“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;

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“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 assets segments;

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

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

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

“net IRR” of a 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. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor;

“net IRR” of a real assets fund represents the cumulative cash flows in the fund (and not any one investor in the fund), on the basis of the actual timing of cash inflows received from and outflows paid to investors of the fund (assuming the ending net asset value as of June 30, 2017 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. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor;

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

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

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

“private equity fund appreciation (depreciation)” refers to gain (loss) and income for the traditional private equity funds (as defined below), Apollo Natural Resources Partners, L.P. (“ANRP I”), Apollo Natural Resources Partners II, L.P. (“ANRP II”), Apollo Special Situations Fund, L.P. and AION Capital Partners Limited (“AION”) for the periods presented on a total return basis before giving effect to fees and expenses. The performance percentage is determined by dividing (a) the change in the fair value of

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investments over the period presented, minus the change in invested capital over the period presented, plus the realized value for the period presented, by (b) the beginning unrealized value for the period presented plus the change in invested capital for the period presented. Returns over multiple periods are calculated by geometrically linking each period’s return over time;

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

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

“Remaining Cost” represents the initial investment of the fund in a portfolio investment, reduced for any return of capital distributed to date on such portfolio investment;

“Strategic Investor” refers to the California Public Employees’ Retirement System, or “CalPERS”;

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

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

“traditional private equity funds” refers to Apollo Investment Fund I, L.P. (“Fund I”), AIF II, L.P. (“Fund II”), a mirrored investment account established to mirror Fund I and Fund II for investments in debt securities (“MIA”), Apollo Investment Fund III, L.P. (together with its parallel funds, “Fund III”), Apollo Investment Fund IV, L.P. (together with its parallel fund, “Fund IV”), Apollo Investment Fund V, L.P. (together with its parallel funds and alternative investment vehicles, “Fund V”), Apollo Investment Fund VI, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VI”), Apollo Investment Fund VII, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VII”), Apollo Investment Fund VIII, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VIII”) and Apollo Investment Fund IX, L.P. (together with its parallel funds and alternative investment vehicles, “Fund IX”);

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

“Vintage Year” refers to the year in which a fund’s final capital raise occurred.

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PART I—FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

AS OF JUNE 30, 2017 AND DECEMBER 31, 2016

(dollars in thousands, except share data)

	As of June 30, 2017			As of December 31, 2016
Assets:
Cash and cash equivalents	$	1,070,805		$	806,329
Cash and cash equivalents held at consolidated funds	9,672			7,335
Restricted cash	5,023			4,680
Investments	1,576,839			1,494,744
Assets of consolidated variable interest entities:
Cash and cash equivalents	44,726			41,318
Investments, at fair value	1,049,529			913,827
Other assets	55,810			46,666
Carried interest receivable	1,270,311			1,257,105
Due from related parties	282,502			254,853
Deferred tax assets	598,397			572,263
Other assets	149,700			118,860
Goodwill	88,852			88,852
Intangible assets, net	19,754			22,721
Total Assets	$	6,221,920		$	5,629,553
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	60,094		$	57,465
Accrued compensation and benefits	97,515			52,754
Deferred revenue	116,095			174,893
Due to related parties	612,772			638,126
Profit sharing payable	581,854			550,148
Debt	1,358,444			1,352,447
Liabilities of consolidated variable interest entities:
Debt, at fair value	884,761			786,545
Other liabilities	61,767			68,034
Other liabilities	95,430			81,613
Total Liabilities	3,868,732			3,762,025
Commitments and Contingencies (see note 14)
Shareholders’ Equity:
Apollo Global Management, LLC shareholders’ equity:
Preferred shares (11,000,000 and 0 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively)	264,398			—
Class A shares, no par value, unlimited shares authorized, 192,756,044 and 185,460,294 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively	—			—
Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at June 30, 2017 and December 31, 2016	—			—
Additional paid in capital	1,716,138			1,830,025
Accumulated deficit	(755,465		)	(986,186		)
Accumulated other comprehensive loss	(3,022		)	(8,723		)
Total Apollo Global Management, LLC shareholders’ equity	1,222,049			835,116
Non-Controlling Interests in consolidated entities	137,280			90,063
Non-Controlling Interests in Apollo Operating Group	993,859			942,349
Total Shareholders’ Equity	2,353,188			1,867,528
Total Liabilities and Shareholders’ Equity	$	6,221,920		$	5,629,553

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDEDJUNE 30, 2017 AND 2016

(dollars in thousands, except share data)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Revenues:
Management fees from related parties	$	281,305		$	267,063		$	550,848		$	500,858
Advisory and transaction fees from related parties, net	23,629			64,899			38,696			72,898
Carried interest income from related parties	127,938			328,485			486,879			207,517
Total Revenues	432,872			660,447			1,076,423			781,273
Expenses:
Compensation and benefits:
Salary, bonus and benefits	105,545			100,188			207,158			197,422
Equity-based compensation	22,740			34,038			45,847			48,040
Profit sharing expense	58,059			127,220			202,383			89,615
Total Compensation and Benefits	186,344			261,446			455,388			335,077
Interest expense	13,195			9,800			26,194			17,673
General, administrative and other	59,729			70,088			121,769			128,719
Placement fees	5,258			2,064			7,163			3,828
Total Expenses	264,526			343,398			610,514			485,297
Other Income:
Net gains (losses) from investment activities	(513		)	89,010			34,004			32,541
Net gains from investment activities of consolidated variable interest entities	6,132			698			10,240			2,017
Income from equity method investments	16,836			44,960			55,389			41,143
Interest income	622			1,296			1,425			1,881
Other income, net	742			778			19,389			525
Total Other Income	23,819			136,742			120,447			78,107
Income before income tax (provision) benefit	192,165			453,791			586,356			374,083
Income tax (provision) benefit	777			(37,988		)	(38,384		)	(32,841		)
Net Income	192,942			415,803			547,972			341,242
Net income attributable to Non-Controlling Interests	(101,262		)	(241,711		)	(311,096		)	(199,978		)
Net Income Attributable to Apollo Global Management, LLC	91,680			174,092			236,876			141,264
Net income attributable to Preferred Shareholders	(4,772		)	—			(4,772		)	—
Net Income Attributable to Apollo Global Management, LLC Class A Shareholders	$	86,908		$	174,092		$	232,104		$	141,264
Distributions Declared per Class A Share	$	0.49		$	0.25		$	0.94		$	0.53
Net Income Per Class A Share:
Net Income Available to Class A Share – Basic	$	0.44		$	0.91		$	1.19		$	0.74
Net Income Available to Class A Share – Diluted	$	0.44		$	0.91		$	1.19		$	0.74
Weighted Average Number of Class A Shares Outstanding – Basic	190,591,756			183,695,920			188,564,562			183,180,625
Weighted Average Number of Class A Shares Outstanding – Diluted	190,591,756			183,695,920			188,564,562			183,180,625

See accompanying notes to condensed consolidated financial statements.

- 9-

APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDEDJUNE 30, 2017 AND 2016

(dollars in thousands, except share data)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Net Income	$	192,942		$	415,803		$	547,972		$	341,242
Other Comprehensive Income (Loss), net of tax:
Currency translation adjustments, net of tax	11,219			(4,142		)	8,940			1,959
Net gain from change in fair value of cash flow hedge instruments	25			27			51			53
Net income (loss) on available-for-sale securities	(149		)	501			(101		)	(450		)
Total Other Comprehensive Income (Loss), net of tax	11,095			(3,614		)	8,890			1,562
Comprehensive Income	204,037			412,189			556,862			342,804
Comprehensive Income attributable to Non-Controlling Interests	(103,576		)	(239,994		)	(314,285		)	(200,895		)
Comprehensive Income Attributable to Apollo Global Management, LLC	$	100,461		$	172,195		$	242,577		$	141,909

See accompanying notes to condensed consolidated financial statements.

- 10-

APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDEDJUNE 30, 2017 AND 2016

(dollars in thousands, except share data)

	Apollo Global Management, LLC Shareholders
	Class A Shares		Class B Shares	Preferred Shares			Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Apollo Global Management, LLC Shareholders’ Equity			Non- Controlling Interests in Consolidated Entities			Non-Controlling Interests in Apollo Operating Group			Total Shareholders’ Equity
Balance at January 1, 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	—		—	—			278			—			—			278			—			—			278
Capital increase related to equity-based compensation	—		—	—			36,707			—			—			36,707			—			—			36,707
Capital contributions	—		—	—			—			—			—			—			12,886			—			12,886
Distributions	—		—	—			(101,335		)	—			—			(101,335		)	(8,824		)	(114,527		)	(224,686		)
Payments related to issuances of Class A shares for equity-based awards	3,810,973		—	—			9			(29,557		)	—			(29,548		)	—			—			(29,548		)
Repurchase of Class A Shares	(954,447	)	—	—			(12,902		)	—			—			(12,902		)	—			—			(12,902		)
Exchange of AOG Units for Class A shares	169,223		—	—			696			—			—			696			—			(505		)	191
Net income	—		—	—			—			141,264			—			141,264			4,113			195,865			341,242
Currency translation adjustments, net of tax	—		—	—			—			—			1,070			1,070			889			—			1,959
Net gain from change in fair value of cash flow hedge instruments	—		—	—			—			—			25			25			—			28			53
Net loss on available-for-sale securities	—		—	—			—			—			(450		)	(450		)	—			—			(450		)
Balance at June 30, 2016	184,104,686		1	$	—		$	1,928,962		$	(1,236,677	)	$	(6,975	)	$	685,310		$	95,625		$	733,776		$	1,514,711
Balance at January 1, 2017	185,460,294		1	$	—		$	1,830,025		$	(986,186	)	$	(8,723	)	$	835,116		$	90,063		$	942,349		$	1,867,528
Adoption of new accounting guidance	—		—	—			—			22,901			—			22,901			—			—			22,901
Dilution impact of issuance of Class A shares	—		—	—			(228		)	—			—			(228		)	—			—			(228		)
Equity issued in connection with Preferred shares offering	—		—	264,398			—			—			—			264,398			—			—			264,398
Capital increase related to equity-based compensation	—		—	—			35,106			—			—			35,106			—			—			35,106
Capital contributions	—		—	—			—			—			—			—			34,115			—			34,115
Distributions	—		—	(4,772		)	(184,820		)	—			—			(189,592		)	(2,710		)	(220,367		)	(412,669		)
Payments related to issuances of Class A shares for equity-based awards	1,863,332		—	—			—			(24,284		)	—			(24,284		)	—			—			(24,284		)
Exchange of AOG Units for Class A shares	5,432,418		—	—			36,055			—			—			36,055			—			(26,596		)	9,459
Net income	—		—	4,772			—			232,104			—			236,876			7,919			303,177			547,972
Currency translation adjustments, net of tax	—		—	—			—			—			5,778			5,778			7,893			(4,731		)	8,940
Net gain from change in fair value of cash flow hedge instruments	—		—	—			—			—			24			24			—			27			51
Net loss on available-for-sale securities	—		—	—			—			—			(101		)	(101		)	—			—			(101		)
Balance at June 30, 2017	192,756,044		1	$	264,398		$	1,716,138		$	(755,465	)	$	(3,022	)	$	1,222,049		$	137,280		$	993,859		$	2,353,188

See accompanying notes to condensed consolidated financial statements.

- 11-

APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDEDJUNE 30, 2017 AND 2016

(dollars in thousands, except share data)

	For the Six Months Ended June 30,
	2017			2016
Cash Flows from Operating Activities:
Net income	$	547,972		$	341,242
Adjustments to reconcile net income to net cash provided by operating activities:
Equity-based compensation	45,847			48,040
Depreciation and amortization	8,445			9,493
Unrealized gains from investment activities	(37,721		)	(32,537		)
Income from equity method investments	(55,389		)	(41,143		)
Change in fair value of contingent obligations	(2,561		)	(1,625		)
Deferred taxes, net	35,835			25,346
Other non-cash amounts included in net income, net	4,538			(5,658		)
Cash flows due to changes in operating assets and liabilities:
Carried interest receivable	(18,113		)	(171,844		)
Due from related parties	(41,600		)	(42,060		)
Accounts payable and accrued expenses	2,629			24,811
Accrued compensation and benefits	44,761			30,498
Deferred revenue	(57,113		)	(17,729		)
Due to related parties	(37,298		)	33,598
Profit sharing payable	51,088			91,537
Other assets and other liabilities, net	(19,543		)	(2,387		)
Cash distributions of earnings from equity method investments	30,197			11,594
Satisfaction of contingent obligation	(16,821		)	—
Apollo Fund and VIE related:
Net realized and unrealized (gains) losses from investing activities and debt	(10,590		)	3,025
Change in cash held at consolidated variable interest entities	50			28,581
Purchases of investments	(324,169		)	(298,722		)
Proceeds from sale of investments	280,657			277,800
Changes in other assets and other liabilities, net	(14,540		)	(9,682		)
Net Cash Provided by Operating Activities	$	416,561		$	302,178
Cash Flows from Investing Activities:
Purchases of fixed assets	$	(3,616	)	$	(3,703	)
Purchase of investments	(4,699		)	(44,196		)
Cash contributions to equity method investments	(72,674		)	(106,103		)
Cash distributions from equity method investments	51,513			31,667
Issuance of related party loans	(5,834		)	—
Repayment of related party loans	17,700			—
Other investing activities	(1,133		)	430
Net Cash Used in Investing Activities	$	(18,743	)	$	(121,905	)
Cash Flows from Financing Activities:
Issuance of Preferred shares (net of issuance costs)	$	264,398		$	—
Distributions to Preferred Shareholders	(4,772		)	—
Principal repayments of debt	—			(200,000		)
Issuance of debt	—			532,706
Satisfaction of tax receivable agreement	(17,895		)	—
Purchase of Class A shares	(7,268		)	(12,995		)
Payments related to issuances of Class A shares for RSUs	(24,284		)	(29,557		)
Distributions paid	(184,820		)	(101,335		)
Distributions paid to Non-Controlling Interests in Apollo Operating Group	(220,367		)	(114,527		)
Other financing activities	(1,855		)	(16,655		)
Apollo Fund and VIE related:
Issuance of debt	474,234			—
Principal repayment of debt	(441,636		)	—
Distributions paid to Non-Controlling Interests in consolidated entities	(84		)	(4,086		)
Contributions from Non-Controlling Interests in consolidated entities	33,344			12,850
Net Cash (Used in) Provided by Financing Activities	$	(131,005	)	$	66,401
Net Increase in Cash and Cash Equivalents	266,813			246,674
Cash and Cash Equivalents, Beginning of Period	813,664			617,322
Cash and Cash Equivalents, End of Period	$	1,080,477		$	863,996
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	28,316		$	17,159
Interest paid by consolidated variable interest entities	5,581			8,016
Income taxes paid	5,616			3,908
Supplemental Disclosure of Non-Cash Investing Activities:
Non-cash distributions from equity method investments	$	(25,808	)	$	(1,175	)
Non-cash purchases of other investments, at fair value	25,091			—
Supplemental Disclosure of Non-Cash Financing Activities:
Capital increases related to equity-based compensation	$	35,106		$	36,707
Other non-cash financing activities	(247		)	274
Adjustments related to exchange of Apollo Operating Group units:
Deferred tax assets	$	39,298		$	1,197
Due to affiliates	(29,839		)	(1,006		)
Additional paid in capital	(9,459		)	(191		)
Non-Controlling Interest in Apollo Operating Group	26,596			505

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

Apollo Global Management, LLC (“AGM”, together with its consolidated subsidiaries, the “Company” or “Apollo”) is a global alternative investment manager whose predecessor was founded in 1990. Its primary business is to raise, invest and manage private equity, credit and real assets funds as well as strategic investment accounts, on behalf of pension, endowment and sovereign wealth funds, as well as other institutional and individual investors. For these investment management services, Apollo receives management fees generally related to the amount of assets managed, transaction and advisory fees 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 assets—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.

During the second quarter of 2017, the Company changed the name of its real estate segment to the real assets segment.

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 June 30, 2017, the Company owned, through six 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, APO UK (FC), Limited, a United Kingdom incorporated company that is treated as a corporation for U.S. federal income tax purposes, and APO (FC III), LLC, a Cayman Islands limited liability company (collectively, the “Intermediate Holding Companies”), 47.9% 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 June 30, 2017, Holdings owned the remaining 52.1% 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and instructions to the Quarterly Report on Form 10-Q. The condensed consolidated financial statements and these notes are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the annual financial statements included in the 2016 Annual Report.

- 13-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities (“VIEs”) and for which the Company is considered the primary beneficiary, and certain entities which are not considered VIEs but which the Company controls through a majority voting interest.

Intercompany accounts and transactions, if any, have been eliminated upon consolidation.

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

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 does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. Apollo factors in all economic interests including proportionate interests through related parties, to determine if such interests are considered a variable interest. As Apollo’s interests in many of these entities are solely through market rate performance fees and/or insignificant indirect interests through related parties, Apollo is not considered to have a variable interest in many of these entities and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.

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

Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, related parties of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.

Assets and liabilities of the consolidated VIEs are primarily shown in separate sections within the condensed consolidated statements of financial condition. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are presented within net gains from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations. For additional disclosures regarding VIEs, see note 4.

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

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” below. While Apollo’s valuations of portfolio investments are based on assumptions that Apollo believes are reasonable under the circumstances, the actual realized

- 14-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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 Hierarchy

U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:

Level I - Quoted prices are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments included in Level I include listed equities and listed derivatives. The Company does not adjust the quoted price for these financial instruments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.

Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These financial instruments exhibit higher levels of liquid market observability as compared to Level III financial instruments.

Level III - Pricing inputs are unobservable for the financial instrument and includes situations where there is little observable market activity for the financial instrument. The inputs into the determination of fair value may require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partner interests in corporate private equity and real assets funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs.

When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular financial instrument would qualify for classification as Level II or Level III. These criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from independent pricing services.

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

Transfers between levels of the fair value hierarchy are recognized as of the end of the reporting period.

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

- 15-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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, the determination of a terminal value 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. 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.

Real Assets Investments

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

Certain of the private equity, credit, and real assets funds may also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of 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.

Valuation Process

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

- 16-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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.

Financial Instruments held by Consolidated VIEs

The Company measures both the financial assets and financial liabilities of the consolidated CLOs in its condensed consolidated financial statements using the fair value of the financial assets of the consolidated CLOs, which are more observable than the fair value of the financial liabilities of the consolidated CLOs. As a result, the financial assets of the consolidated CLOs are measured at fair value and the financial liabilities are measured in consolidation as: (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLOs less (ii) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the measurement alternative, net income (loss) attributable to Apollo Global Management, LLC reflects the Company’s own economic interests in the consolidated CLOs including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services.

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

As previously noted, the Company measures the debt obligations of the consolidated CLOs on the basis of the fair value of the financial assets of the consolidated CLOs.

Investments, 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 of the consolidated VIEs are reflected as net gains (losses) from investment activities of consolidated variable interest entities in the condensed consolidated statements of operations.

Net gains (losses) from investment activities in the condensed consolidated statements of operations include both realized gains and losses and the change in unrealized gains and losses in the Company’sinvestments, at fair value between the opening reporting date and the closing reporting date.

Fair Value Option

Apollo has elected the fair value option for the Company’s investment in Athene Holding, the assets and liabilities of certain of its consolidated VIEs (including CLOs) and certain of the Company’s other investments. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. 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 and other investments for which the fair value option has been elected.

- 17-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Equity Method Investments

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

Revenues

Revenues are reported in three separate categories that include (i) advisory and transaction fees from related parties, net, which relate to the investments of the funds the Company manages 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 it manages; (ii) management fees from related parties, 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 related parties, which is normally based on the performance of the funds the Company manages that are subject to preferred return.

Management Fees from Related Parties—Management fees for private equity, credit, and real assets 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.

Advisory and Transaction Fees from Related Parties, 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 recorded net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is recorded in due from related parties on the condensed consolidated statements of financial condition.

Advisory and transaction fees from related parties, 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 recorded 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 recorded in due from related parties, which is discussed further in note 13. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Advisory and transaction fees from related parties are presented net of the Management Fee Offset in the condensed consolidated statements of operations.

Carried Interest Income from Related Parties—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 fees are assessed as a percentage of the investment performance of the funds. The carried interest income from related parties for any period is based

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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 related parties 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 related parties, 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.

Carried interest income from related parties also includes a quarterly performance fee on the pre-incentive fee net investment income (“AINV Part I Fees”) of AINV. For purposes of the AINV Part I Fees, the net investment income of AINV includes interest income, dividend income and certain other income but excludes any realized and unrealized capital gains or losses. Such AINV Part I Fees are paid quarterly and are not subject to repayment.

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

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

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

Compensation and Benefits

401(k) Savings Plan

The Company sponsors a 401(k) savings plan (the “401(k) Plan”) whereby U.S.-based employees are entitled to participate in the 401(k) Plan based upon satisfying certain eligibility requirements. Effective January 1, 2017, the Company matches 50% of eligible annual employee contributions up to 3% of the eligible employees’ annual compensation. Matching contributions vest after three years of service.

Profit Sharing

Profit sharing expense and profit sharing payable primarily consist of a portion of carried interest earned from certain funds that is allocated to employees, former employees and Contributing Partners. Profit sharing amounts are recognized on an accrued basis as the related carried interest income is earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in carried interest income that was previously recognized.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Profit sharing amounts are generally not paid until the related carried interest is distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, a portion of the carried interest distributed to the general partner is allocated by issuance of restricted shares, rather than cash to employees. Prior to distribution of the carried interest to the general partner, the Company records the value of the restricted shares expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. Upon distribution of the carried interest to the general partner, the general partner expects to purchase the Class A restricted shares on behalf of employees and simultaneously grant those shares to the employee. Such shares are recorded as equity-based compensation expense over the relevant service period.

Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the condensed consolidated statements of financial condition, represents all amounts previously distributed to employees, former employees and Contributing Partners that would need to be returned to the general partner if the Apollo funds were to be liquidated based on the fair value of the underlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.

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

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.

General, Administrative and Other

General, administrative and other primarily includes professional fees, occupancy, depreciation and amortization, travel, information technology, and administration expenses. For the three and six months endedJune 30, 2016, the presentation of professional fees, occupancy, and depreciation and amortization was combined with general, administrative and other on the condensed consolidated statements of operations to conform to the current presentation.

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 related parties, 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 Financial Accounting Standards Board (“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 new guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services (i.e., the transaction price). When determining the transaction price under the new guidance, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. 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, the 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.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Upon adoption, the guidance currently applied by the Company in which it recognizes carried interest income on an assumed liquidation basis at each reporting date will no longer be permitted. The Company expects the recognition of carried interest income from incentive fees, which are a form of variable consideration, to be deferred until such fees are probable to not be significantly reversed. Incentive fees are carried interest income that is not a capital allocation to the general partner or investment manager.

Carried interest income that is a capital allocation to the general partner or investment manager, represents the remaining portion of carried interest income on the Company’s consolidated statements of operations. The determination of which carried interests are considered capital allocations is primarily based on the terms of the agreement. In connection with the adoption of the new revenue guidance, the Company will apply a new accounting policy for its carried interest income that is a capital allocation to the general partner or investment manager. The Company intends to account for such carried interest income as a financial instrument under the equity method of accounting. The pattern and amount of recognition under the new policy is not expected to differ materially from the Company’s existing recognition for such fees. Such carried interest income will be reported as a separate line item within revenue (i.e., separate from incentive fees). As capital allocation related carried interest income and the related general partner investment are considered to be a single unit of account under the Company’s new accounting policy, the equity method income associated with the general partner interests will be combined with the associated carried interest income and reported in a single line within revenue.

The Company is currently in the process of implementing the new revenue guidance and is continuing to evaluate the effect this guidance will have on other revenue streams, including management fees and advisory and transaction fees, as well as any principal versus agent considerations for reporting revenue gross versus net. The Company will adopt the new revenue recognition guidance effective January 1, 2018.

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 expects its total assets and total liabilities on its condensed consolidated statements of financial condition to increase upon adoption of this guidance as a result of recording a lease asset and lease liability related to our operating leases. The Company is continuing to evaluate the impact that this guidance will have on its condensed consolidated financial statements. The Company expects to adopt the new leasing guidance on January 1, 2019.

In March 2016, the FASB issued amended guidance on stock compensation. The amendments are intended to simplify several aspects of the accounting for share-based payment transactions, including the accounting for excess tax benefits, forfeitures, and cash flows. The amended guidance requires that all excess tax benefits and deficiencies related to share-based payment transactions be recognized through the income tax provision (benefit) in the condensed consolidated statement of operations. Further, the amended guidance permits an entity to make an accounting policy election either to estimate the number of forfeitures expected to occur or to account for forfeitures when they occur. The amended guidance also requires excess tax benefits related to share-based payment transactions to be presented as operating activities and employee taxes paid to be presented as financing activities in the condensed consolidated statement of cash flows. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the guidance during the first quarter of 2017.

Amendments relating to the recognition of excess tax benefits in the condensed consolidated statements of operations and impacts to the condensed consolidated statements of cash flows have been applied prospectively, with the exception of a $22.9 million cumulative effect adjustment, as of January 1, 2017, to deferred tax assets with a corresponding decrease to accumulated deficit relating to previously unrecognized excess tax benefits.

For forfeitures, the Company made an accounting policy election to no longer estimate forfeitures in determining the number of equity-based awards that are expected to vest. Under the Company’s new policy, forfeitures are accounted for when they occur. Any adjustments have been reflected prospectively as of January 1, 2017.

In August 2016, the FASB issued guidance intended to reduce diversity in practice in how certain cash receipts and payments are classified in the statements of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company early adopted the guidance during the first quarter of 2017. Adoption of this guidance did not have an impact on the Company’s condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

In October 2016, the FASB issued guidance that amends the consolidation guidance issued in February 2015. Under the amended guidance a decision maker will need to consider only its proportionate indirect interest in a VIE that is held through a related party under common control. Under the originally issued guidance, a decision maker treats the interest of the related party under common control in the VIE as if the decision maker held the interest itself. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the guidance during the first quarter of 2017. Adoption of this guidance did not have an impact on the Company’s condensed consolidated financial statements.

In November 2016, the FASB issued guidance to reduce diversity in practice in the classification and presentation of changes in restricted cash on the statements of cash flows. The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Entities will also be required to reconcile such total to amounts on the Company’s condensed consolidated statements of financial condition and disclose the nature of the restrictions. The guidance is effective for interim and annual periods beginning after December 15, 2017. 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 June 30, 2017		As of December 31, 2016
Investments, at fair value	$	772,388	$	708,080
Equity method investments	804,451		786,664
Total Investments	$	1,576,839	$	1,494,744

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, investments in debt of unconsolidated CLOs, 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 on investments, at fair value for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2017			2016		2017			2016
Realized gains (losses) on sales of investments	$	(148	)	$	190	$	(148	)	$	(97	)
Net change in unrealized gains (losses) due to changes in fair value(1)	(365		)	88,820		34,152			32,638
Net gains (losses) from investment activities	$	(513	)	$	89,010	$	34,004		$	32,541

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

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Equity method investments, excluding those for which the fair value option was elected, as of June 30, 2017 and December 31, 2016 consisted of the following:

	Equity Held as of
	June 30, 2017		(5)	December 31, 2016		(5)
Private Equity(1)(2)	$	438,986		$	428,581
Credit(1)(3)	334,319			327,012
Real Assets	31,146			31,071
Total equity method investments(4)	$	804,451		$	786,664

(1) As of June 30, 2017, equity method investments include Fund VIII (Private Equity) and MidCap (Credit) of $294.7 million and $80.0 million, respectively, representing an ownership percentage of 2.2% and 4.3%, respectively. As of December 31, 2016, equity method investments include Fund VIII (Private Equity) and MidCap (Credit) of $260.9 million and $79.5 million, respectively, representing an ownership percentage of 2.2% and 4.3%, respectively.

(2) The equity method investment in AP Alternative Assets, L.P. (“AAA”) was $47.5 million and $66.8 million as of June 30, 2017 and December 31, 2016, respectively. The value of the Company’s investment in AAA was $48.2 million and $64.9 million based on the quoted market price as of June 30, 2017 and December 31, 2016, respectively.

(3) The equity method investment in AINV was $56.7 million and $58.6 million as of June 30, 2017 and December 31, 2016, respectively. The value of the Company’s investment in AINV was $56.8 million and $52.1 million based on the quoted market price as of June 30, 2017 and December 31, 2016, respectively.

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

(5) Some amounts are included a quarter in arrears.

As of June 30, 2017 and for the three and six months endedJune 30, 2017, no equity method investment held by Apollo met the significance criteria as defined by the SEC. Although the following disclosure is not required by the significance criteria for the three and six months endedJune 30, 2017, the Company chose to continue to include this information as it was disclosed in its 2016 Annual Report. The following table presents summarized financial information of Athene Holding for the three and six months endedJune 30, 2017 and 2016.

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2017		(1)	2016		2017		(1)	2016
	(in millions)
Statements of Operations
Revenues	$	1,619		$	1,045	$	2,685		$	1,767
Expenses	1,213			837		1,894			1,474
Income before income tax provision	406			208		791			293
Income tax provision	22			15		43			15
Net income available to Athene common shareholders	$	384		$	193	$	748		$	278

(1) The financial statement information for the three and six months endedJune 30, 2017 is presented a quarter in arrears and is comprised of the financial information for the three and six months endedMarch 31, 2017, which represents the latest available financial information as of the date of this report.

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.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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 has the power to direct the activities that most significantly impact the economic performance of these VIEs. These CLOs were formed for the sole purpose of issuing collateralized notes to investors. The assets of these VIEs are primarily comprised of senior secured loans and the liabilities are primarily comprised of debt.

The assets of 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 June 30, 2017 and December 31, 2016, the Company held investments of $44.9 million and $41.3 million, respectively, in consolidated foreign currency denominated CLOs, which eliminates in consolidation.

Net Gains from Investment Activities of Consolidated Variable Interest Entities

The following table presents net gains from investment activities of the consolidated VIEs for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2017			(1)	2016			(1)	2017			(1)	2016			(1)
Net gains (losses) from investment activities	$	7,526			$	1,997			$	9,516			$	(2,125	)
Net gains (losses) from debt	3,567				(7,871		)		2,684				(1,437		)
Interest and other income	8,621				12,956				16,443				23,509
Interest and other expenses	(13,582		)		(6,384		)		(18,403		)		(17,930		)
Net gains from investment activities of consolidated variable interest entities	$	6,132			$	698			$	10,240			$	2,017

(1) Amounts reflect consolidation eliminations.

Senior Secured Notes, Subordinated Notes and Secured Borrowings—Included within debt are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of the debt of the consolidated VIEs as of June 30, 2017 and December 31, 2016:

	As of June 30, 2017						As of December 31, 2016
	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)	$	769,567	1.69	%		12.7	$	704,976	1.83	%		12.3
Subordinated Notes(2)(3)	95,358		N/A		(1)	22.9	87,794		N/A		(1)	19.2
Secured Borrowings(4)	30,101		2.83	%		9.8	—		N/A			N/A
Total	$	895,026					$	792,770

(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, Subordinated Notes and Secured Borrowings as of June 30, 2017 and December 31, 2016 was $884.8 million and $786.5 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 June 30, 2017 and December 31, 2016, the fair value of the assets of the consolidated

- 24-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

VIEs was $1,150.1 million and $1,001.8 million, respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.

(4) Secured borrowings consist of a consolidated VIE’s repurchase to maturity with a third party lender. The fair value of the secured borrowings as of June 30, 2017 was $30.1 million.

The consolidated VIEs’ debt obligations contain various customary loan covenants. As of June 30, 2017, 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 table presents the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary as of June 30, 2017 and December 31, 2016. In addition, the table presents the maximum exposure to losses relating to these VIEs.

	As of June 30, 2017		As of December 31, 2016
Assets:
Cash	$	303,141	$	231,922
Investments	6,963,482		7,253,872
Receivables	49,230		37,541
Total Assets	$	7,315,853	$	7,523,335
Liabilities:
Debt and other payables	$	2,985,760	$	2,818,459
Total Liabilities	$	2,985,760	$	2,818,459
Apollo Exposure(1)	$	272,637	$	272,191

(1) Represents Apollo’s direct 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 $3.1 billion and $2.9 billion as of June 30, 2017 and December 31, 2016, respectively, as discussed in note 14.

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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 June 30, 2017 and December 31, 2016:

	As of June 30, 2017
	Level I(1)		Level II(1)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of consolidated Apollo funds	$	1,270	$	230	$	624	$	2,124		$	2,150
Other investments	—		—		53,098		53,098			52,389
Investment in Athene Holding(2)	—		717,166		—		717,166			387,526
Total investments, at fair value	1,270		717,396		53,722		772,388		(7)	$	442,065
Investments of VIEs, at fair value(3)	—		873,147		170,666		1,043,813
Investments of VIEs, valued using NAV	—		—		—		5,716
Total investments of VIEs, at fair value	—		873,147		170,666		1,049,529
Derivative assets	—		555		—		555
Total Assets	$	1,270	$	1,591,098	$	224,388	$	1,822,472
Liabilities
Liabilities of consolidated Apollo funds	$	21	$	603	$	—	$	624
Liabilities of VIEs, at fair value(3)(5)	—		884,761		12,007		896,768
Contingent consideration obligations(6)	—		—		86,900		86,900
Derivative liabilities(4)	—		1,081		—		1,081
Total Liabilities	$	21	$	886,445	$	98,907	$	985,373

	As of December 31, 2016
	Level I(1)		Level II(1)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of consolidated Apollo funds	$	3,336	$	1,475	$	567	$	5,378		$	5,463
Other investments	—		—		45,154		45,154			47,690
Investment in Athene Holding(2)	—		657,548		—		657,548			387,526
Total investments, at fair value	3,336		659,023		45,721		708,080		(7)	$	440,679
Investments of VIEs, at fair value(3)	—		816,167		92,474		908,641
Investments of VIEs, valued using NAV	—		—		—		5,186
Total investments of VIEs, at fair value	—		816,167		92,474		913,827
Derivative assets	—		1,360		—		1,360
Total Assets	$	3,336	$	1,476,550	$	138,195	$	1,623,267
Liabilities
Liabilities of VIEs, at fair value(3)(5)	$	—	$	786,545	$	11,055	$	797,600
Contingent consideration obligations(6)	—		—		106,282		106,282
Derivative liabilities(4)	—		1,167		—		1,167
Total Liabilities	$	—	$	787,712	$	117,337	$	905,049

(1) All Level I and Level II assets and liabilities were valued using third party pricing, with the exception of the investment in Athene Holding.

(2) See note 13 for further disclosure regarding the investment in Athene Holding.

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

(4) Derivative liabilities are presented as a component of Other liabilities in the condensed consolidated statements of financial condition.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

(5) As of June 30, 2017, liabilities of VIEs, at fair value included debt and other liabilities of $884.8 million and $12.0 million, respectively. As of December 31, 2016, liabilities of VIEs, at fair value included debt and other liabilities of $786.5 million and $11.1 million, respectively. Other liabilities include contingent obligations classified as Level III.

(6) See note 14 for further disclosure regarding contingent consideration obligations.

(7) 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.

There were no transfers of financial assets or liabilities between Level I and Level II for the three and six months endedJune 30, 2017 and 2016.

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 June 30, 2017 and 2016:

	For the Three Months Ended June 30, 2017
	Investments of Consolidated Apollo Funds			Other Investments			Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	643		$	45,599		$	137,344		$	183,586
Purchases	—			4,699			42,791			47,490
Sales of investments/distributions	(8		)	—			(20,713		)	(20,721		)
Net realized gains	—			—			138			138
Changes in net unrealized gains (losses)	(11		)	(313		)	4,807			4,483
Cumulative translation adjustment	—			3,113			6,299			9,412
Transfer into Level III	—			—			—			—
Transfer out of Level III	—			—			—			—
Balance, End of Period	$	624		$	53,098		$	170,666		$	224,388
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date	$	(12	)	$	(313	)	$	—		$	(325	)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			5,013			5,013

	For the Three Months Ended June 30, 2016
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding		Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	1,149		$	25,793		$	453,620	$	101,969		$	582,531
Purchases	1,146			19,599			—		46,618			67,363
Sale of investments/Distributions	(59		)	—			—		(32,783		)	(32,842		)
Net realized gains (losses)	—			—			—		1,017			1,017
Changes in net unrealized gains (losses)	112			(1,530		)	88,817		(284		)	87,115
Cumulative translation adjustment	—			891			—		(2,086		)	(1,195		)
Transfer into Level III(1)	505			—			—		11,062			11,567
Transfer out of Level III(1)	—			—			—		(12,823		)	(12,823		)
Balance, End of Period	$	2,853		$	44,753		$	542,437	$	112,690		$	702,733
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date	$	42		$	(1,530	)	$	88,817	$	—		$	87,329
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			—		609			609

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

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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 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 six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30, 2017
	Investments of Consolidated Apollo Funds			Other Investments			Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	567		$	45,154		$	92,474		$	138,195
Purchases	—			4,699			86,240			90,939
Sale of investments/Distributions	(8		)	—			(32,801		)	(32,809		)
Net realized gains (losses)	(14		)	—			186			172
Changes in net unrealized gains (losses)	19			(404		)	7,809			7,424
Cumulative translation adjustment	—			3,649			7,189			10,838
Transfer into Level III(1)	60			—			9,569			9,629
Transfer out of Level III(1)	—			—			—			—
Balance, End of Period	$	624		$	53,098		$	170,666		$	224,388
Change in net unrealized gains (losses) included in net gains from investment activities related to investments still held at reporting date	$	5		$	(404	)	$	—		$	(399	)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			7,914			7,914

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

	For the Six Months Ended June 30, 2016
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding		Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	1,634		$	434		$	510,099	$	100,941		$	613,108
Purchases	1,642			44,196			—		49,792			95,630
Sale of investments/Distributions	(702		)	—			—		(43,292		)	(43,994		)
Net realized gains (losses)	(111		)	—			—		3,046			2,935
Changes in net unrealized gains (losses)	117			(411		)	32,338		(2,414		)	29,630
Cumulative translation adjustment	—			534			—		1,465			1,999
Transfer into Level III(1)	1,495			—			—		21,418			22,913
Transfer out of Level III(1)	(1,222		)	—			—		(18,266		)	(19,488		)
Balance, End of Period	$	2,853		$	44,753		$	542,437	$	112,690		$	702,733
Change in net unrealized gains (losses) included in net gains from investment activities related to investments still held at reporting date	$	(13	)	$	(411	)	$	32,338	$	—		$	31,914
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			—		659			659

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

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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 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 June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017											2016
	Liabilities of Consolidated Apollo Funds			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total
Balance, Beginning of Period	$	35		$	11,192	$	87,663		$	98,890		$	10,862	$	74,059		$	84,921
Payments/Extinguishment	(35		)	—		(1,865		)	(1,900		)	—		(5,580		)	(5,580		)
Net realized gains	(1		)	—		—			(1		)	—		—			—
Changes in net unrealized losses(1)	1			815		1,102			1,918			809		2,488			3,297
Balance, End of Period	$	—		$	12,007	$	86,900		$	98,907		$	11,671	$	70,967		$	82,638
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date	$	—		$	815	$	—		$	815		$	809	$	—		$	809

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

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 six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017											2016
	Liabilities of Consolidated Apollo Funds			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total
Balance, Beginning of Period	$	—		$	11,055	$	106,282		$	117,337		$	11,411	$	79,579		$	90,990
Additions	97			—		—			97			—		—			—
Payments/Extinguishment	(94		)	—		(16,821		)	(16,915		)	—		(6,987		)	(6,987		)
Net realized gains	(10		)	—		—			(10		)	—		—			—
Changes in net unrealized (gains) losses(1)	7			952		(2,561		)	(1,602		)	260		(1,625		)	(1,365		)
Balance, End of Period	$	—		$	12,007	$	86,900		$	98,907		$	11,671	$	70,967		$	82,638
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date	$	—		$	952	$	—		$	952		$	260	$	—		$	260

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

- 29-

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 June 30, 2017 and December 31, 2016:

	As of June 30, 2017
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of consolidated Apollo funds	$	624	Third party pricing(1)	N/A	N/A	N/A
Investments in other	53,098		Third party pricing(1)	N/A	N/A	N/A
Investments of consolidated VIEs:
Bank debt term loans	4,839		Third party pricing(1)	N/A	N/A	N/A
Corporate loans/bonds/CLO notes	50,985		Third party pricing(1)	N/A	N/A	N/A
Equity securities	114,842		Book value multiple	Book value multiple	0.80x	0.80x
			Discounted cash flow	Discount rate	14.2%	14.2%
Total investments of consolidated VIEs	170,666
Total Financial Assets	$	224,388
Financial Liabilities
Liabilities of consolidated VIEs	12,007		Other	N/A	N/A	N/A
Contingent consideration obligation	86,900		Discounted cash flow	Discount rate	17.5%	17.5%
Total Financial Liabilities	$	98,907

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

	As of December 31, 2016
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of consolidated Apollo funds	$	567	Third party pricing(1)	N/A	N/A	N/A
Investments in other	45,154		Third party pricing(1)	N/A	N/A	N/A
Investments of consolidated VIEs:
Bank debt term loans	4,701		Third party pricing(1)	N/A	N/A	N/A
Corporate loans/bonds/CLO notes	15,496		Third party pricing(1)	N/A	N/A	N/A
Equity securities	72,277		Transaction	N/A	N/A	N/A
Total investments of consolidated VIEs	92,474
Total Financial Assets	$	138,195
Financial Liabilities
Liabilities of consolidated VIEs	$	11,055	Other	N/A	N/A	N/A
Contingent consideration obligation	106,282		Discounted cash flow	Discount rate	13.0% - 17.3%	17.2%
Total Financial Liabilities	$	117,337

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

Investment in Athene Holding

As of June 30, 2017 and December 31, 2016 the fair value of Apollo’s investment in Athene Holding was estimated using the closing market price of Athene shares of $49.61 and $47.99, respectively, less a discount due to a lack of marketability (“DLOM”) of 7.9% and 9.5%, respectively, as applicable. The DLOM was derived based on the average remaining lock up restrictions on the shares of Athene Holding held by Apollo (17.3 months and 23.3 months as of June 30, 2017 and December 31, 2016, respectively) and the estimated volatility in such shares of Athene Holding. Due to the limited trading history in Athene Holding shares, the historical share price volatility of a representative set of Athene Holding’s publicly traded insurance peers was calculated over a period equivalent to the remaining average lock up on the shares of Athene Holding held by Apollo and used as a proxy to estimate the projected volatility in Athene Holding’s shares. The fair value of Apollo’s investment in Athene Holding as of June 30, 2017 and December 31, 2016 after the application of the DLOM was estimated at a price of $45.82 and $43.43 per share, respectively.

- 30-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

As of December 31, 2016, Apollo changed the valuation method used to value the opportunistic investment in Athene Holding from the U.S. GAAP book value multiple approach to the use of the closing market price of shares of Athene Holding, adjusted for a DLOM in order to reflect the post IPO sales restriction on such shares of Athene Holding. The DLOM is calculated based on the remaining length of such sales restrictions and the estimated market price volatility of the associated shares.

Investments of Consolidated Apollo Funds

The Company is the sole investor in the Apollo Senior Loan Fund, L.P. 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 funds are primarily presented in net gains from investment activities on the condensed consolidated statements of operations and in investments in the condensed consolidated statements of financial condition.

Other Investments

Other investments primarily consists of Apollo’s investments in debt of unconsolidated CLOs. The change in the fair value related to these investments is presented in net gains from investment activities on the condensed consolidated statements of operations.

Consolidated VIEs

Investments

As of June 30, 2017, the significant unobservable inputs used in the fair value measurement of the equity securities include the discount rate applied and the book value multiples applied in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. 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 June 30, 2017 and December 31, 2016, the debt obligations of the consolidated CLOs were measured on the basis of the fair value of the financial assets of the CLOs as the financial assets were determined to be more observable and, as a result, categorized as Level II in the fair value hierarchy.

Contingent Consideration Obligations

The significant unobservable input used in the fair value measurement of the contingent consideration obligations is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value. 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 hypothetical cost of equity in connection with the acquisition of Stone Tower Capital, LLC (together with its related management companies, “Stone Tower”). See note 14 for further discussion of the contingent consideration obligations.

- 31-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

6. CARRIED INTEREST RECEIVABLE

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

	As of June 30, 2017		As of December 31, 2016
Private Equity	$	816,365	$	798,465
Credit	417,895		426,114
Real Assets	36,051		32,526
Total carried interest receivable	$	1,270,311	$	1,257,105

The table below provides a roll-forward of the carried interest receivable balance for the six months endedJune 30, 2017:

	Private Equity			Credit			Real Assets			Total
Carried interest receivable, January 1, 2017	$	798,465		$	426,114		$	32,526		$	1,257,105
Change in fair value of funds	323,832			120,896			8,769			453,497
Fund distributions to the Company	(305,932		)	(129,115		)	(5,244		)	(440,291		)
Carried interest receivable, June 30, 2017	$	816,365		$	417,895		$	36,051		$	1,270,311

The change in fair value of funds excludes 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 13 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 assets funds is payable and is distributed to the fund’s general partner upon realization of an investment if the fund’s cumulative returns are in excess of the preferred return. 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.

7. PROFIT SHARING PAYABLE

Profit sharing payable consisted of the following:

	As of June 30, 2017		As of December 31, 2016
Private Equity	$	305,137	$	268,170
Credit	261,324		268,855
Real Assets	15,393		13,123
Total profit sharing payable	$	581,854	$	550,148

- 32-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The table below provides a roll-forward of the profit sharing payable balance for the six months endedJune 30, 2017:

	Private Equity			Credit			Real Assets			Total
Profit sharing payable, January 1, 2017	$	268,170		$	268,855		$	13,123		$	550,148
Profit sharing expense(1)(2)	141,430			48,865			4,856			195,151
Payments/other	(104,463		)	(56,396		)	(2,586		)	(163,445		)
Profit sharing payable, June 30, 2017	$	305,137		$	261,324		$	15,393		$	581,854

(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 14 for further disclosure regarding the contingent consideration obligations.

(2) The Company has recorded a receivable from the Contributing Partners, certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated in the amount of $32.1 million and $39.3 million as of June 30, 2017 and December 31, 2016, respectively. Profit sharing expense excludes the potential return of these profit sharing distributions. See note 13 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. Certain consolidated entities are, or are treated as, corporations for U.S. and non-U.S. tax purposes and therefore subject to U.S. federal, state, and local corporate income tax. 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 $0.8 million and $(38.0) million for the three months ended June 30, 2017 and 2016, respectively, and $(38.4) million and $(32.8) million for the six months endedJune 30, 2017 and 2016, respectively. The Company’s effective tax rate was approximately (0.4)% and 8.4% for the three months ended June 30, 2017 and 2016, respectively, and 6.5% and 8.8% for the six months endedJune 30, 2017 and 2016, 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. There are no unremitted earnings with respect to the United Kingdom and other foreign entities due to the flow-through nature of these entities. In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax authorities. With a few exceptions, as of June 30, 2017, the Company’s U.S. federal, state, local and foreign income tax returns for the years 2013 through 2016 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax return of certain subsidiaries for the 2011 and 2012 tax years. The State and City of New York are examining certain subsidiaries’ tax returns for tax years 2011 to 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 related parties in the condensed consolidated statements of financial condition for the expected payments under the tax receivable agreement entered into by and among APO Corp., the Managing Partners, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 13). The 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 six months endedJune 30, 2017 and 2016. The amortization period for these tax basis intangibles is 15 years and the deferred tax assets will reverse over the same period.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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.

The table below presents the impact to the deferred tax asset, tax receivable agreement liability and additional paid in capital related to the exchange of AOG Units for Class A shares during the six months endedJune 30, 2017 and 2016.

Exchange of AOG Units for Class A shares	Increase in Deferred Tax Asset		Increase in Tax Receivable Agreement Liability		Increase to Additional Paid In Capital
For the Six Months Ended June 30, 2017	$	39,298	$	29,839	$	9,459
For the Six Months Ended June 30, 2016	$	1,197	$	1,006	$	191

9. DEBT

Debt consisted of the following:

	As of June 30, 2017							As of December 31, 2016
	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)	$	299,599	$	298,875	(3)	2.22	%	$	299,543	$	298,500	(3)	1.82	%
2024 Senior Notes(1)	495,533		509,131		(4)	4.00		495,208		498,336		(4)	4.00
2026 Senior Notes(1)	495,422		517,534		(4)	4.40		495,165		497,923		(4)	4.40
2014 AMI Term Facility I(2)	15,666		15,666		(3)	2.00		14,449		14,449		(3)	2.00
2014 AMI Term Facility II(2)	17,710		17,710		(3)	1.75		16,306		16,306		(3)	1.75
2016 AMI Term Facility I(2)	19,390		19,390		(3)	1.75		17,852		17,852		(3)	1.75
2016 AMI Term Facility II(2)	15,124		15,124		(3)	2.00		13,924		13,924		(3)	2.00
Total Debt	$	1,358,444	$	1,393,430				$	1,352,447	$	1,357,290

(1) Includes impact of any amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs, which are presented in the following table:

	As of June 30, 2017		As of December 31, 2016
2013 AMH Credit Facilities - Term Facility	$	401	$	457
2024 Senior Notes	$	3,775	$	4,051
2026 Senior Notes	$	4,186	$	4,420

(2) Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into the following five year credit agreements and proceeds from the borrowings were used to fund the Company’s investment in European CLOs it manages:

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Facility	Date	Loan Amount
2014 AMI Term Facility I	July 3, 2014	€	13,711
2014 AMI Term Facility II	December 9, 2014	€	15,500
2016 AMI Term Facility I	January 18, 2016	€	16,970
2016 AMI Term Facility II	June 22, 2016	€	13,236

(3) 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. For instances where broker quotes are not available, a discounted cash flow method is used to obtain a fair value.

(4) Fair value is based on obtained broker quotes 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 and the 2026 Senior Notes (as defined below), $250 million of the proceeds and $200 million of the proceeds, respectively, were used to repay a portion of the Term Facility outstanding with third party lenders at par. The interest rate on the $300 million Term Facility as of June 30, 2017 was 2.39% and the commitment fee as of June 30, 2017 on the $500 million undrawn Revolver Facility was 0.125%. The $300 million carrying value of debt that is recorded on the condensed consolidated statements of financial condition at June 30, 2017 is the amount for which the Company is obligated to settle the 2013 AMH Credit Facilities.

As of June 30, 2017, 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 June 30, 2017 and December 31, 2016, 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. The face amount of $500 million related to the 2024 Senior Notes is the amount for which the Company is obligated to settle the 2024 Senior Notes.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

2026 Senior Notes—On May 27, 2016, AMH issued $500 million in aggregate principal amount of its 4.400% Senior Notes due 2026 (the “2026 Senior Notes”), at an issue price of 99.912% of par. Interest on the 2026 Senior Notes is payable semi-annually in arrears on May 27 and November 27 of each year. The 2026 Senior Notes will mature on May 27, 2026. The discount will be amortized into interest expense on the condensed consolidated statements of operations over the term of the 2026 Senior Notes. The face amount of $500 million related to the 2026 Senior Notes is the amount for which the Company is obligated to settle the 2026 Senior Notes.

As of June 30, 2017, the 2026 Senior Notes and 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, Apollo Principal Holdings XII, L.P., AMH Holdings (Cayman), L.P. and any other entity that is required to become a guarantor of the notes under the terms of the indentures governing the 2026 Senior Notes and the 2024 Senior Notes (the “Indentures”). The Indentures include 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 Indentures also provide for customary events of default.

The following table presents the interest expense incurred related to the Company’s debt for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
Interest Expense:(1)
2013 AMH Term Facility	$	2,047	$	2,249	$	3,959	$	4,712
2024 Senior Notes	5,163		5,163		10,326		10,326
2026 Senior Notes	5,628		2,114		11,256		2,114
AMI Term Facilities	357		274		653		521
Total Interest Expense	$	13,195	$	9,800	$	26,194	$	17,673

(1) Debt issuance costs incurred in connection with the Term Facility, the 2024 Senior Notes and the 2026 Senior Notes are amortized into interest expense over the term of the debt arrangement.

10. NET INCOME 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.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The table below presents basic and diluted net income (loss) per Class A share using the two-class method for the three and six months endedJune 30, 2017 and 2016:

	Basic and Diluted
	For the Three Months Ended June 30,							For the Six Months Ended June 30,
	2017				2016			2017			2016
Numerator:
Net income attributable to Apollo Global Management, LLC Class A Shareholders	$	86,908			$	174,092		$	232,104		$	141,264
Distributions declared on Class A shares(1)	(94,451		)		(46,014		)	(178,666		)	(97,446		)
Distributions on participating securities(2)	(3,295		)		(1,766		)	(6,154		)	(3,889		)
Earnings allocable to participating securities	—			(3)	(4,959		)	(1,760		)	(1,766		)
Undistributed income (loss) attributable to Class A shareholders: Basic and Diluted	$	(10,838	)		$	121,353		$	45,524		$	38,163
Denominator:
Weighted average number of Class A shares outstanding: Basic and Diluted	190,591,756				183,695,920			188,564,562			183,180,625
Net Income per Class A Share: Basic and Diluted(4)
Distributed Income	$	0.49			$	0.25		$	0.94		$	0.53
Undistributed Income (Loss)	(0.05		)		0.66			0.25			0.21
Net Income per Class A Share: Basic and Diluted	$	0.44			$	0.91		$	1.19		$	0.74

(1) See note 12 for information regarding the quarterly distributions declared and paid during 2017 and 2016.

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

(3) No allocation of undistributed losses was made to the participating securities as the holders do not have a contractual obligation to share in the losses of the Company with Class A shareholders.

(4) For the three and six months endedJune 30, 2017 and 2016, all of the classes of securities were determined to be anti-dilutive.

The Company has granted RSUs that provide the right to receive, subject to vesting, Class A shares of Apollo Global Management, LLC, pursuant to the Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Equity 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 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

- 37-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

voting rights on a pari passu basis with the Class A shares. The Class B share represented 54.5% and 60.8% of the total voting power of the Company’s shares entitled to vote as of June 30, 2017 and 2016, respectively.

The following table summarizes the anti-dilutive securities for the three and six months endedJune 30, 2017 and 2016, respectively.

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2017	2016	2017	2016
Weighted average vested RSUs	224,100	1,333,695	728,892	2,238,242
Weighted average unvested RSUs	6,555,432	6,085,951	6,403,785	6,148,916
Weighted average unexercised options	210,420	222,920	216,670	222,920
Weighted average AOG Units outstanding	211,895,190	216,065,719	213,591,049	216,117,787
Weighted average unvested restricted shares	244,503	90,130	159,432	94,633

11. 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. Equity-based awards granted to non-employees for services provided to related parties are remeasured to fair value at the end of each reporting period and expensed over the relevant service period.

RSUs

The Company grants RSUs under the 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 is based on the grant date fair value, which considers the public share price of the Company’s Class A shares subject to certain discounts, as applicable. The following table summarizes the weighted average discounts for Plan Grants and Bonus Grants for the three and six months endedJune 30, 2017 and 2016.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
Plan Grants:
Discount for the lack of distributions until vested(1)	13.5	%	16.0	%	11.2	%	16.0	%
Marketability discount for transfer restrictions(2)	4.7	%	6.1	%	3.3	%	6.1	%
Bonus Grants:
Marketability discount for transfer restrictions(2)	2.3	%	3.5	%	2.3	%	3.5	%

(1) Based on the present value of a growing annuity calculation.

(2) Based on the Finnerty Model calculation.

The estimated total grant date fair value 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 fair value of grants made during the six months endedJune 30, 2017 and 2016 was $22.2 million and $2.0 million, respectively.

In addition, the Company provides for the vesting of RSUs when certain performance metrics have been achieved. In accordance with U.S. GAAP, equity-based compensation expense is recognized only when certain performance metrics are met or deemed probable. Accordingly, for the three and six months endedJune 30, 2017, no equity-based compensation expense was recognized relating to these RSUs.

The following table presents the forfeiture rate and equity-based compensation expense recognized for the three and six months endedJune 30, 2017 and 2016:

- 38-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Actual forfeiture rate	4.0		%	3.6		%	7.6		%	4.3		%
Equity-based compensation	$	16,670		$	17,773		$	33,701		$	35,840

The following table summarizes RSU activity for the six months endedJune 30, 2017:

	Unvested			Weighted  Average Grant Date Fair Value		Vested		Total Number  of RSUs Outstanding
Balance at January 1, 2017	9,391,566			$	15.80	2,752,455		12,144,021		(1)
Granted	1,085,468			20.42		—		1,085,468
Forfeited	(795,911	)		18.55		—		(795,911	)
Issued	—			18.54		(2,924,913	)	(2,924,913	)
Vested	(587,676	)		16.94		587,676		—
Balance at June 30, 2017	9,093,447		(2)	$	16.04	415,218		9,508,665		(1)

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

(2) RSUs were expected to vest over the weighted average period of 2.3 years.

Restricted Share Awards—Athene Holding

The Company has granted Athene Holding restricted share awards to certain employees of the Company. Separately, Athene Holding has also granted restricted share awards to certain employees of the Company. Both awards are collectively referred to as the “AHL Awards”. Certain of the AHL Awards function similarly to options as they are exchangeable for Class A shares of Athene Holding upon payment of a conversion price and the satisfaction of certain other conditions. The awards granted are either subject to time-based vesting conditions that generally vest over three to five years or vest upon achieving certain metrics, such as attainment of certain rates of return and realized cash received by certain investors in Athene Holding upon sale of their shares.

The Company records the AHL Awards in other assets and other liabilities in the condensed consolidated statements of financial condition. The fair value of the asset is amortized through equity-based compensation over the vesting period. The fair value of the liability is remeasured each period with any changes in fair value recorded in compensation expense in the condensed consolidated statements of operations. For AHL Awards granted by Athene Holding, compensation expense related to amortization of the asset is offset by related management fees earned by the Company from Athene.

The grant date fair value of the AHL Awards is based on the share price of Athene Holding, less discounts for transfer restrictions. The AHL Awards that function similarly to options were valued using a multiple-scenario model, which considers the price volatility of the underlying share price of Athene Holding, time to expiration and the risk-free rate, while the other awards were valued using the share price of Athene Holding less any discounts for transfer restrictions.

The following table summarizes the management fees, equity-based compensation expense and actual forfeiture rates for the AHL Awards for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Management fees	$	74		$	12,295		$	2,138		$	5,164
Equity-based compensation	$	551		$	12,382		$	3,455		$	5,348
Actual forfeiture rate	—		%	0.1		%	—		%	0.5		%

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

- 39-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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 six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30, 2017
	Total Amount		Non- Controlling Interest % in Apollo Operating Group		Allocated to Non-Controlling Interest in Apollo Operating Group(1)			Allocated to Apollo Global Management, LLC
RSUs, share options and restricted share awards	$	36,709	—	%	$	—		$	36,709
AHL Awards	3,455		52.1		1,800			1,655
Other equity-based compensation awards	5,683		52.1		2,961			2,722
Total equity-based compensation	$	45,847			4,761			41,086
Less other equity-based compensation awards(2)					(4,761		)	(5,980		)
Capital increase related to equity-based compensation					$	—		$	35,106

	For the Six Months Ended June 30, 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, share options and restricted share awards	$	37,628	—	%	$	—		$	37,628
AHL Awards	5,348		54.0		2,888			2,460
Other equity-based compensation awards	5,064		54.0		2,735			2,329
Total equity-based compensation	$	48,040			5,623			42,417
Less other equity-based compensation awards(2)					(5,623		)	(5,710		)
Capital increase related to equity-based compensation					$	—		$	36,707

(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 and distributions related to forfeited RSUs.

12. EQUITY

Class A Shares

Class A shares represent limited liability company interests in the Company. Holders of Class A shares are entitled to participate in distributions from the Company on a pro rata basis. Class A shareholders do not elect the Company’s manager or the manager’s executive committee and have only limited voting rights.

Issuance of Class A Shares

During the six months endedJune 30, 2017 and 2016, the Company issued Class A shares in settlement of vested RSUs. The Company has generally allowed holders of vested RSUs and exercised share options to settle their tax liabilities by reducing the number of Class A shares issued to them, which the Company refers to as “net share settlement.” Additionally, the Company has generally allowed holders of share options to settle their exercise price by reducing the number of Class A shares issued to them at the time of exercise by an amount sufficient to cover the exercise price. The net share settlement results in a liability for the Company and a corresponding accumulated deficit adjustment.

The table below summarizes the reduction of Class A shares to be issued to employees in connection with net share settlements under the 2007 Equity Plan and issuances of Class A shares in settlement of vested RSUs and share options for the six months endedJune 30, 2017 and 2016:

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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 Six Months Ended June 30,
	2017		2016
Reduction of Class A shares issued(1)	1,067,648		2,090,121
Class A shares issued	1,864,001		3,810,973
Gross value of shares(2)	$	66,402	$	82,801

(1) Cash paid for net share settlement was $24.3 million and $29.6 million for the six months endedJune 30, 2017 and 2016, respectively.

(2) Based on the closing price of a Class A share at the time of issuance.

Share Repurchase Plan

In February 2016, Apollo adopted a plan to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through net share settlement of equity-based awards granted under the 2007 Equity Plan. There were no share repurchases made as part of the share repurchase program during the six months endedJune 30, 2017. During the six months endedJune 30, 2016, the Company repurchased and canceled 954,447 Class A shares for $12.9 million.

Preferred Share Issuance

On March 7, 2017, Apollo issued 11,000,0006.375% Series A Preferred shares (the “Preferred shares”) for gross proceeds of $275.0 million, or $264.4 million net of issuance costs. When, as and if declared by the manager of Apollo, distributions on the Preferred shares will be payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2017, at a rate per annum equal to 6.375%. Distributions on the Preferred shares are discretionary and non-cumulative.

Subject to certain exceptions, unless distributions have been declared and paid or declared and set apart for payment on the Preferred shares for a quarterly distribution period, during the remainder of that distribution period, Apollo may not declare or pay or set apart payment for distributions on any Class A shares and any other equity securities that the Company may issue in the future ranking, as to the payment of distributions, junior to the Preferred shares (“Junior Shares”) and Apollo may not repurchase any Junior Shares. These restrictions are not applicable during the initial distribution period, which is the period from March 7, 2017, the original issue date, to but excluding June 15, 2017.

The Preferred shares may be redeemed at Apollo’s option, in whole or in part, at any time on or after March 15, 2022 at a price of $25.00 per Preferred share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of Preferred shares will have no right to require the redemption of the Preferred shares and there is no maturity date.

If a certain change of control event or a certain tax redemption event occurs prior to March 15, 2022, the Preferred shares may be redeemed at Apollo’s option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such change of control event or such tax redemption event, as applicable, at a price of $25.25 per Preferred share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If (i) a change of control event occurs (whether before, on or after March 15, 2022) and (ii) Apollo does not give notice prior to the 31st day following the change of control event to redeem all the outstanding Preferred shares, the distribution rate per annum on the Preferred shares will increase by 5.00%, beginning on the 31st day following such change of control event.

The Preferred shares are not convertible into Class A shares and have no voting rights, except in limited circumstances as provided in the Company’s limited liability company agreement. In connection with the issuance of the Preferred shares, certain Apollo Operating Group entities issued for the benefit of Apollo a series of preferred units with economic terms that mirror those of the Preferred shares.

On April 28, 2017, Apollo declared a cash distribution of $0.433854 per Series A Preferred share. The distribution of $4.8 million was paid on June 15, 2017.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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 2017 and 2016 (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 3, 2016	$	0.28	February 29, 2016	$	51.4	$	60.5	$	111.9	$	2.1
May 6, 2016	0.25		May 31, 2016	46.0		54.0		100.0		1.8
August 3, 2016	0.37		August 31, 2016	68.4		79.9		148.3		2.4
October 28, 2016	0.35		November 30, 2016	64.9		75.4		140.3		2.1
For the year ended December 31, 2016	$	1.25		$	230.7	$	269.8	$	500.5	$	8.4
February 3, 2017	$	0.45	February 28, 2017	$	84.2	$	97.0	$	181.2	$	2.9
April 13, 2017(1)	—		April 13, 2017	—		20.5		20.5		—
April 28, 2017	0.49		May 31, 2017	94.5		102.9		197.4		3.3
For the six months ended June 30, 2017	$	0.94		$	178.7	$	220.4	$	399.1	$	6.2

(1) On April 13, 2017, the Company made a $0.10 per AOG Unit pro rata distribution to the Non-Controlling Interest holders in the Apollo Operating Group in connection with a payment made under the tax receivable agreement. See note 13 for more information regarding the tax receivable agreement.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Non-Controlling Interests

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

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Net income attributable to Non-Controlling Interests in consolidated entities:
Interest in management companies and a co-investment vehicle(1)	$	760		$	2,462		$	1,627		$	4,544
Other consolidated entities	3,775			(384		)	6,292			(431		)
Net income attributable to Non-Controlling Interests in consolidated entities	$	4,535		$	2,078		$	7,919		$	4,113
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
Net income	$	192,942		$	415,803		$	547,972		$	341,242
Net income attributable to Non-Controlling Interests in consolidated entities	(4,535		)	(2,078		)	(7,919		)	(4,113		)
Net income after Non-Controlling Interests in consolidated entities	188,407			413,725			540,053			337,129
Adjustments:
Income tax provision (benefit)(2)	(777		)	37,988			38,384			32,841
NYC UBT and foreign tax benefit(3)	976			(8,247		)	(4,419		)	(7,296		)
Net (income) loss in non-Apollo Operating Group entities	—			(1		)	2			19
Net income attributable to Preferred Shareholders	(4,772		)	—			(4,772		)	—
Total adjustments	(4,573		)	29,740			29,195			25,564
Net income after adjustments	183,834			443,465			569,248			362,693
Weighted average ownership percentage of Apollo Operating Group	52.6		%	54.0		%	53.1		%	54.1		%
Net income attributable to Non-Controlling Interests in Apollo Operating Group	$	96,727		$	239,633		$	303,177		$	195,865
Net Income attributable to Non-Controlling Interests	$	101,262		$	241,711		$	311,096		$	199,978
Other comprehensive income (loss) attributable to Non-Controlling Interests	2,314			(1,717		)	3,189			917
Comprehensive Income Attributable to Non-Controlling Interests	$	103,576		$	239,994		$	314,285		$	200,895

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

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

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

13. RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

Management fees, transaction and advisory fees and reimbursable expenses from the funds the Company manages and their portfolio companies are included in due from related parties in the condensed consolidated statements of financial condition. The Company also typically facilitates the initial payment of certain operating costs incurred by the funds that it manages as well as their related parties. These costs are normally reimbursed by such funds and are included in due from related parties.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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

	As of June 30, 2017		As of December 31, 2016
Due from Related Parties:
Due from private equity funds	$	33,182	$	19,089
Due from portfolio companies	44,354		34,339
Due from credit funds	130,572		112,516
Due from Contributing Partners, employees and former employees	51,500		72,305
Due from real assets funds	22,894		16,604
Total Due from Related Parties	$	282,502	$	254,853
Due to Related Parties:
Due to Managing Partners and Contributing Partners	$	518,486	$	506,542
Due to private equity funds	25,640		56,880
Due to credit funds	68,364		66,859
Due to real assets funds	282		281
Distributions payable to employees	—		7,564
Total Due to Related Parties	$	612,772	$	638,126

Tax Receivable Agreement and Other

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

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

In April 2017, Apollo made a $17.9 million cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2016 tax year. Additionally, in connection with this payment, the Company made a corresponding pro rata distribution of $20.5 million ($0.10 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group. 

Due from Contributing Partners, Employees and Former Employees

As of June 30, 2017 and December 31, 2016, 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 June 30, 2017 and December 31, 2016, the balance included interest-bearing employee loans receivable of $15.2 million and $26.1 million, respectively. The outstanding principal amount of the loans as well as all accrued and unpaid interest is required to be repaid at the earlier of the eighth anniversary of the date of the relevant loan or at the date of the relevant employee’s resignation from the Company.

The Company recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of June 30, 2017 and December 31, 2016 of $32.1 million and $39.3 million, respectively.

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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. Pursuant to an existing shareholders agreement, the Company has agreed to indemnify each of the Company’s Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of certain funds that the Company manages (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that the Company’s Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group.

Accordingly, in the event that the Company’s Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation for the return of previously made distributions, 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 $7.5 million and $5.9 million, respectively, as of June 30, 2017 and December 31, 2016.

Due to Private Equity Funds

Based upon a hypothetical liquidation of certain of the private equity funds the Company manages, as of June 30, 2017 and December 31, 2016, the Company has recorded a general partner obligation to return previously distributed carried interest income, which represents amounts due to these funds. There was a general partner obligation to return previously distributed carried interest income of $22.7 million and $56.0 million accrued as of June 30, 2017 and December 31, 2016, 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.

Due to Credit Funds

Based upon a hypothetical liquidation of certain of the credit funds the Company manages, as of June 30, 2017 and December 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 of $60.6 million and $60.6 million accrued as of June 30, 2017 and December 31, 2016, 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 was founded in 2009 to capitalize on favorable market conditions in the dislocated life insurance sector. Athene Holding, through its subsidiaries, is a leading retirement services company that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. The products and services offered by Athene include fixed and fixed indexed annuity products; reinsurance services offered to third-party annuity providers; and institutional products, such as funding agreements. Athene Holding became an effective registrant under the Exchange Act on December 9, 2016. Athene Holding currently trades on the New York Stock Exchange (NYSE) under the symbol “ATH”.

The Company, through its consolidated subsidiary, Athene Asset Management, provides asset management services to Athene, including asset allocation services, direct asset management services, asset and liability matching management, mergers and acquisitions, asset diligence hedging and other asset management services.

On March 15, 2017, the Company and Athene announced an agreement to amend certain fee arrangements relating to investment management fees and sub-advisory fees that are paid by Athene to the Company. More specifically, the Company and Athene entered into a revised fee agreement, which provides for, among other things, a fee of 0.30% per year (reduced from 0.40% per year) on all assets that the Company manages in accounts owned by Athene in the U.S. and Bermuda or in accounts

- 45-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

supporting reinsurance ceded to U.S. and Bermuda subsidiaries of Athene Holding by third-party insurers (the “North American Accounts”) in excess of $65.846 billion (the level of assets in the North America Accounts as of December 31, 2016). The Company’s fee on the first $65.846 billion of assets in the North America Accounts remains 0.40% per year, subject to certain discounts and exceptions. The amendments to the investment management fees and sub-advisory fees were effective retroactive to January 1, 2017.

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”).

In addition, the Company and Athene also agreed to amend the sub-advisory fee agreements they have in place whereby, with limited exceptions, the Company will earn 0.40% per year on assets in the North American Accounts explicitly sub-advised by the Company up to $10 billion, 0.35% per year on assets in such accounts explicitly sub-advised by the Company in excess of $10 billion up to $12.4 billion (the level of fee-paying sub-advised assets in the North American Accounts at December 31, 2016), 0.40% per year on assets in such accounts explicitly sub-advised by the Company in excess of $12.4 billion up to $16 billion and 0.35% per year on assets in such accounts explicitly sub-advised by the Company in excess of $16 billion. The Company also earns 0.35% per annum on assets in European Accounts that are sub-advised by AAME, with certain limited exceptions.

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 fee 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 on the portion of such assets that it manages and the gross fee of 0.10% per annum paid to AAME on the portion of such assets it advises.

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”.

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. Apollo may elect to receive payment of carried interest receivable from AAA Investments in cash or in common shares of Athene Holding (valued at the then fair market value); and if Apollo elects to receive payment of such carried interest in cash, then common shares of Athene Holding shall be distributed to Apollo and immediately sold by Apollo to pay for such carried interest in cash. For the three and six months endedJune 30, 2017, the Company recorded carried interest income, taking into account the related profit sharing expense, of $1.9 million and $16.0 million, respectively, from AAA Investments, which is recorded in the condensed consolidated statements of operations. For the three and six months endedJune 30, 2016, the Company recorded carried interest income less the related profit sharing expense of $30.0 million and $10.9 million, respectively, from AAA Investments. As of June 30, 2017 and December 31, 2016, the Company had a $166.7 million and $229.8 million carried interest receivable, respectively, from AAA Investments. As of June 30, 2017 and December 31, 2016, the Company had a related profit sharing payable of $47.8 million and $80.6 million, respectively, recorded in profit sharing payable in the condensed consolidated statements of financial condition.

For the three and six months endedJune 30, 2017, Apollo earned revenues in the aggregate totaling $97.0 million and $249.2 million, respectively, consisting of management fees, sub-advisory 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. For the three and six months endedJune 30, 2016, Apollo earned revenues in the aggregate totaling $238.7 million and $210.9 million, respectively, consisting of management fees, sub-advisory 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 Apollo as further described in note 11.

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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 had an approximate 8.8% economic ownership interest in Athene Holding as of June 30, 2017, which comprises Apollo’s direct 8.3% economic ownership interest in Athene Holding plus an additional 0.5% economic ownership interest, which is calculated as the sum of the Company’s approximate 2.2% economic ownership interest in AAA and the Company’s approximate 0.055% economic ownership interest in AAA Investments, multiplied by AAA Investments’ approximate 26.2% economic ownership interest in Athene, calculated without giving effect to restricted common shares issued under Athene’s management equity plan as of June 30, 2017.

The Company had an approximate 8.9% economic ownership interest in Athene Holding as of December 31, 2016, which comprises Apollo’s direct ownership of 8.0% of the economic ownership interest in Athene Holding plus an additional 0.9% economic ownership interest, which is calculated as the sum of the Company’s approximate 2.2% economic ownership interest in AAA and the Company’s approximate 0.055% economic ownership interest in AAA Investments, multiplied by AAA Investments’ approximate 39.4% economic ownership interest in Athene, calculated without giving effect to restricted common shares issued under Athene’s management equity plan as of December 31, 2016.

AAA Investments Credit Agreement

On April 30, 2015, Apollo entered into a revolving credit agreement with AAA Investments (“AAA Investments Credit Agreement”). Under the terms of the AAA Investments Credit Agreement, the Company shall make available to AAA Investments one or more advances at the discretion of AAA Investments in the aggregate amount not to exceed a balance of $10.0 million at 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 June 30, 2017 and December 31, 2016, $4.0 million had been advanced by the Company and remained outstanding on the AAA Investments Credit Agreement.

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 June 30, 2017. From time to time, this entity is involved in transactions with related parties of Apollo, including portfolio companies of the funds Apollo manages, whereby AGS earns underwriting and transaction fees for its services.

14. COMMITMENTS AND CONTINGENCIES

Investment Commitments—As a limited partner, general partner and manager of the Apollo funds, Apollo had unfunded capital commitments as of June 30, 2017 and December 31, 2016 of $1.5 billion and $0.6 billion, respectively.

Debt Covenants—Apollo’s debt obligations contain various customary loan covenants. As of June 30, 2017, 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.

Guarantees—Apollo entered into an agreement to guarantee 20% of a consolidated VIE’s outstanding secured borrowings of $30.1 million with a third party lending institution. The amount guaranteed by Apollo as of June 30, 2017 was $6.0 million.

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

Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of Apollo have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo’s funds, seeking information regarding the use of placement agents. California Public Employees’ Retirement System (“CalPERS”) announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. The report of the CalPERS’ Special Review was issued on March 14, 2011. That report does not allege any wrongdoing on the part of Apollo or its affiliates. Apollo is continuing to cooperate with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC (“Arvco”) (a placement agent that Apollo has used) and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS’s purchase of securities in various funds managed by Apollo and another asset manager. Apollo is not a party to the civil lawsuit and the lawsuit does not allege any

- 47-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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. On August 25, 2016, Christina Lovato, in her capacity as the Chapter 7 Trustee for the Arvco Debtors, filed an amended complaint. On March 20, 2017, the court granted Apollo’s motion to dismiss the equitable claims asserted in the amended complaint, leaving just two breach of contract claims remaining. 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-

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Designation of the Record on Appeal in the 1.5 Lien Appeal. On May 8, 2015, the Bankruptcy Court denied the motion to amend filed on March 2, 2015 by the First Lien Trustee. On May 27, 2015, the First Lien Trustee filed a notice of appeal from the orders of the Bankruptcy Court dismissing the First Lien Intercreditor Action and denying the First Lien Trustee’s motions to amend (the “First Lien Appeal”). On June 2, 2015, the First Lien Trustee filed its Statement of Issues and Designation of Record on Appeal. On June 24, 2015, the defendants filed their Counter-Designation of the Record on Appeal in the First Lien Appeal. On July 31, 2015, the 1.5 Lien Trustee sent a letter to the federal district court hearing the 1.5 Lien Appeal asking the court to consolidate the 1.5 Lien Appeal with the First Lien Appeal which had been assigned to a different judge (the “Consolidation Request”). On April 8, 2016, the court granted the Consolidation Request. On May 20, 2016, the Indenture Trustees filed their opening appellate brief. The Appellees filed their response brief on July 14, 2016, and the Indenture Trustees filed their reply brief on August 5, 2016. The court has not yet set a date for oral argument. 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.

There are several pending actions concerning transactions related to Caesars Entertainment Corporation (“Caesars Entertainment”), Caesars Entertainment Operating Company, Inc. (“CEOC”) and certain of their respective subsidiaries.

A. In re: Caesars Entertainment Operating Company, Inc. bankruptcy proceedings, No. 15-01145 (N.D. Ill. Bankr.) (the “Illinois Bankruptcy Action”). On January 17, 2017, an order was entered in the Illinois Bankruptcy Action confirming a plan of reorganization for CEOC and its debtor subsidiaries (the “Plan”) which, inter alia, grants broad releases to Apollo and others.  The Plan is likely to become effective in the third quarter of 2017 after the conditions to its effectiveness have been satisfied. On the effective date of the Plan (the “Plan Effective Date”), the Apollo Released Parties (as defined below) will be released from the claims in the WSFS Action, the UMB Action, the Trilogy Action, the Danner Action, the BOKF Action, the UMB SDNY Action, the Wilmington Trust Action and the CEOC Action (each as defined below).

• Background: 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 (the “Delaware Bankruptcy Action”). On January 15, 2015, CEOC and certain of its affiliates (collectively the “Debtors”) filed the Illinois Bankruptcy Action under Chapter 11 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. The Illinois Bankruptcy Court held an evidentiary hearing to determine whether the Debtors’ petition date was January 12, 2015 or January 15, 2015; this motion has not yet been ruled on by the Illinois Bankruptcy Court, and pursuant to the Plan this motion will be dismissed as moot. Certain of the Debtors’ creditors 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 AGM and certain of its affiliates. No such claims were brought by the Debtors’ prepetition creditors against Apollo in the Illinois Bankruptcy Action. On May 13, 2016, the Official Committee of Second Priority Noteholders (the “Second Lien Noteholders Committee”) filed a motion seeking an Order granting it standing to commence, prosecute and settle claims on behalf of the Debtors’ estates (the “Standing Motion”). The proposed complaint filed with the Standing Motion names Apollo and many others as defendants (see also “H” below). On or about September 27, 2016, Caesars Entertainment and the Debtors announced that they had received confirmations from representatives of the Debtors’ major creditor groups of those groups’ support for a term sheet that describes the key economic terms of a proposed consensual chapter 11 plan for the Debtors. On October 4, 2016, the Debtors filed the Third Amended Joint Plan of Reorganization which subsequently was amended and became the Plan. As part of the Plan, and in connection with the merger between Caesars Entertainment and Caesars Acquisition Company (“CAC”), funds managed by Apollo will not retain any of their equity interests in the merged Caesars Entertainment on account of their pre-merger Caesars Entertainment shares. Such equity interests would, instead, be for the benefit of CEOC’s creditors. Funds managed by Apollo will, however, retain their equity interests in the merged Caesars Entertainment on account of their CAC shares. The voting deadline on the Plan was November 21, 2016, and approximately 90% in dollar amount of the Debtors’ creditors voted in favor of the Plan. On October 17, 2016, the Bankruptcy Court granted the Debtors’ requested injunction of the WSFS, Trilogy, Danner, UMB, Wilmington Trust and BOKF Actions (defined below “B”, “C”, “D”, “F” and “G”) (the “105 Injunction”) through the first omnibus hearing after Plan confirmation, and by order dated January 26, 2017 the 105 Injunction was extended to, inter alia, the Plan Effective Date. At the confirmation hearing, no creditor presented any objection to the Plan. As noted above, the Plan was confirmed by the Illinois Bankruptcy Court and will become effective after the conditions to its effectiveness have been satisfied. The Plan provides several parties, including, AGM and certain of its affiliates (collectively referred to as  the "Apollo Released Parties") with a release of claims that the Debtors and the Debtors’ creditors have or may have against any or all of the Apollo Released Parties, including those described below in the WSFS Action, the Trilogy

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Action, the Danner Action, the UMB Action, the BOKF Action, the Wilmington Trust Action and the CEOC Action.

B. Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp. et al., No. 10004-CVG (Del. Ch.) (the “WSFS Action”). On August 4, 2014, Wilmington Savings Fund Society, FSB (“WSFS”), as trustee for certain CEOC second-lien 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 (a consultant to Apollo), in Delaware’s Court of Chancery (the “Delaware Court”). 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 certain of its subsidiaries and Caesars Entertainment and certain of its affiliates, and (ii) requests (among other things) that the Delaware 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 Delaware Court denied Defendants’ motion to dismiss. Apollo served responses and objections to WSFS’ subpoena on March 25, 2015. Caesars Entertainment answered the complaint on April 1, 2015. During the pendency of CEOC’s bankruptcy proceedings, the WSFS Action has been automatically stayed with respect to CEOC. WSFS additionally advised the Illinois Bankruptcy Court that, during CEOC’s bankruptcy proceedings, WSFS would only pursue claims in the WSFS 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 AGM, and AGM and these entities have substantially completed their 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 Caesars Entertainment. On April 25, 2016, Caesars Entertainment filed a joint Cross-Motion for Partial Summary Judgment and answering brief in opposition to WSFS’ Summary Judgment Motion (the “Cross-Motion”). WSFS filed its joint reply and opposition to Caesars Entertainment’s Cross-Motion on May 25, 2016, and Caesars Entertainment filed a reply to WSFS’ opposition on June 9, 2016. On June 15, 2016, the Illinois Bankruptcy Court issued a temporary restraining order and preliminary injunction pursuant to Section 105(a) of the Bankruptcy Code enjoining the plaintiffs in the WSFS Action from prosecuting actions against Caesars Entertainment until August 29, 2016. On October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the WSFS Action initially through the first omnibus hearing after Plan confirmation, and now through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the WSFS Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

C. Trilogy Portfolio Company, L.L.C., et al. v. Caesars Entertainment Corp., et al., No. 14-cv-7091 (S.D.N.Y.) (the “Trilogy Action”). On September 3, 2014, institutional investors allegedly holding approximately $137 million in CEOC unsecured senior notes sued CEOC and Caesars Entertainment in federal court in New York (the “New York Court”) 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 New York Court granted the motion with respect to a TIA claim by Trilogy 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 Trilogy 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 Trilogy and Danner served subpoenas for documents on Apollo. Apollo produced responsive, non-privileged documents in response to those subpoenas. In July 2015, Trilogy and Danner served subpoenas for depositions on Apollo and those depositions were completed on September 22, 2015. On October 23, 2015, Trilogy and Danner filed motions for partial summary judgment, related to TIA and breach of contract claims. On December 29, 2015, the New York Court denied the motions for partial summary judgment. On March 23, 2016, the judge presiding over the Trilogy and Danner Actions announced that she was retiring from the bench effective April 28, 2016. A new judge was assigned to preside over the Trilogy 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 Trilogy, Danner, BOKF, UMB SDNY (as defined below) and Wilmington Trust Actions. The moving parties submitted their briefs to the New

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York Court on May 10, 2016. Opposition briefs were filed on May 31, 2016. Reply briefs were filed on June 14, 2016. On June 15, 2016, the Illinois Bankruptcy Court issued a temporary restraining order and preliminary injunction pursuant to Section 105(a) of the Bankruptcy Code, enjoining the plaintiffs in the Trilogy and Danner Actions from prosecuting actions against Caesars Entertainment until August 29, 2016. On October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction, staying the Trilogy and Danner Actions initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the Trilogy and Danner Actions.  As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

D. 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 the Delaware Court. The UMB Action 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 WSFS Action. The UMB Action has effectively been stayed since April 7, 2016, and on October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the UMB Action initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the UMB Action.  As aforementioned, the Plan was confirmed by an order dated  January 17, 2017.

E. 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’s 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 case has been dismissed for failure to prosecute, and the time granted to the plaintiff to refile has passed without there being any refiling.

F. 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 New York Court. 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 in the New York Court as the Trilogy and Danner Actions. On March 25, 2015, Caesars Entertainment filed an answer to the complaint. On May 19, 2015, BOKF sent the New York 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 Trilogy and Danner plaintiffs did not join BOKF’s request to file for partial summary judgment. On May 28, 2015, the New York 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, Trilogy and Danner Actions. On June 16, 2015, UMB sent a letter to the New York 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 New York 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 New York Court denied these motions. At a hearing on February 22, 2016, the New York Court bifurcated the trial in the BOKF and UMB SDNY

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Actions and scheduled the trial on the breach of contract and TIA claims to begin on March 14, 2016. The New York 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 Illinois 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. The moving parties submitted their briefs on May 10, 2016. Opposition briefs were filed on May 31, 2016. Reply briefs were filed on June 14, 2016. On June 15, 2016, the Illinois Bankruptcy Court issued a temporary restraining order and preliminary injunction pursuant to Section 105(a) of the Bankruptcy Code, enjoining the plaintiffs in the BOKF Action from prosecuting actions against Caesars Entertainment until August 29, 2016. On October 17, 2016, after several motions and appeals relating to extending the stay past August 29, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the BOKF Action initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the BOKF Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

G. 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 New York Court alleging claims similar to those alleged in the BOKF, UMB, Trilogy, and Danner Actions. The parties cross-moved for partial summary judgment on the same schedule as the Trilogy Action. Caesars Entertainment argued that its actions did not violate the TIA and that its guarantee of the 10.75% Notes was automatically released under a certain clause contained in the indenture governing the 10.75% Notes. Wilmington Trust argued that Caesars Entertainment’s actions constituted an improper out-of-court reorganization under the TIA and that Caesars Entertainment’s guarantee was not released because the necessary conditions precedent did not occur. Although the temporary restraining order and preliminary injunction issued by the Illinois Bankruptcy Court did not apply to the Wilmington Trust Action, on July 6, 2016, Wilmington Trust and Caesars Entertainment filed a stipulation staying the Wilmington Trust Action until August 29, 2016. The New York Court scheduled oral argument for August 30, 2016. A motion was made by CEOC and the other Debtors to the Illinois Bankruptcy Court to extend the stay beyond August 29, 2016, which motion was denied. On October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the Wilmington Trust Action initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the Wilmington Trust Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

H. CEOC v. Caesars Entertainment et al., Illinois Bankruptcy Court (the “CEOC Action”). On or about August 9, 2016, CEOC and certain of the other Debtors commenced a “placeholder” lawsuit against Caesars Entertainment, AGM, Caesars Entertainment directors (including Messrs. Rowan, Sambur, Press and Benjamin) and certain of its officers, and many others to, inter alia, prevent the statute of limitations from running respecting any claim owned by a Debtor’s estate. This lawsuit basically asserts the claims identified in the Examiner’s Report and has been stayed by an order of the Bankruptcy Court. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the CEOC Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

Apollo believes that the claims in the WSFS Action, the UMB Action, the Trilogy Action, the Danner Action, the Koskie Action, the BOKF Action, the UMB SDNY Action, the Wilmington Trust Action and the CEOC Action are without merit. For this reason, and because the confirmed Plan has not become effective yet, 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. 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.

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

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 CEC 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. On March 1, 2017, the special master appointed by the Kansas court to oversee pre-trial proceedings recommended that the Kansas court grant defendants’ motions to dismiss the complaint. On March 30, 2017, plaintiff moved for leave to amend the consolidated complaint. The proposed amended consolidated complaint does not name as defendants CEC or its former directors, and purports to substitute Goldman, Sachs & Co. in place of the Goldman Sachs Group Inc. on the claim for aiding and abetting breach of fiduciary duty. On June 1, 2017, the Court granted the parties’ joint motion to dismiss all claims against CEC and the former directors, and dismissed the former CEC directors from the action. 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 (“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 original complaint in this action alleged violations of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. Sections 1962(c) and (d). The plaintiffs alleged 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. Plaintiff Hudson moved for leave to amend the complaint, which motion was granted by the Iowa Court. The amended complaint removed Silva as a named plaintiff and removed Aviva plc as a defendant, but otherwise substantively makes the same or similar

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

allegations. The Defendants have moved to dismiss the amended complaint, and that motion has been fully briefed. On November 14, 2016, the Court stayed its decision on the motion to dismiss until the Eighth Circuit Court of Appeals renders its decision in a different case that has some of the same jurisdictional issues and stayed additional discovery until the Court decides the motion to dismiss. On April 13, 2017, the Eighth Circuit affirmed the lower court’s decision to dismiss the other case. On May 11, 2017, the Court lifted the stay and granted the Defendants’ motion to dismiss the amended complaint.

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, which stipulation was approved by the Court on June 9, 2016. Defendants’ motions to dismiss have been fully briefed, and oral argument was held on December 8, 2016. Apollo believes that the claims asserted in the complaints 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”), two Petitions for Appraisal of Stock were filed in the Chancery Court for the State of Delaware. The first, captioned Hudson Bay Master Fund, Ltd. and Brigade Leveraged Capital Structures Fund, Ltd. v. The Fresh Market, Inc., was filed May 23, 2016 on behalf of holders of 1,660,000 shares of common stock of TFM and names only TFM as the respondent. The second captioned Verition Multi-Strategy Master Ltd. and Verition Partners Master Fund Ltd. v. The Fresh Market, Inc. was filed August 22, 2016 on behalf of holders of 1,198,318 shares of common stock of TFM and names only TFM as the respondent. Both actions sought a determination of the fair value of the shares of the common stock of TFM under Section 262 of the Delaware Corporate Code. The two actions were then consolidated under the caption, In re Appraisal of The Fresh Market, Inc., Case No. 12372-VCG (the “Appraisal Action”). On May 9, 2017, the parties settled the Appraisal Action on terms that included the petitioners’ dismissal of all claims asserted in the petitions, and grant of complete releases, in exchange for TFM’s cash settlement. Also party to the settlement were two stockholders who had refused to tender the 9,700 shares that they owned but had not filed an appraisal petition or joined the Appraisal Action. These stockholders likewise granted a complete release of any claims for appraisal in exchange for TFM’s cash settlement. In addition, a purported shareholder class action, captioned Elizabeth Morrison v. Ray Berry, et. al., Case No. 12808-VCG, was filed October 6, 2016 in the Chancery Court for the State of Delaware and names as defendants TFM’s former officers and directors (the “Morrison Action”). The Morrison Action alleges, 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 engaging in a sale process that improperly favored AGM and/or Apollo Management VIII, L.P., by agreeing to an inadequate price and by filing materially deficient disclosures regarding the transaction. On June 21, 2017, the Court granted the plaintiff’s Motion for Class Certification. The Court has not yet set a schedule for resolving this Action on the merits. Subsequently, a purported shareholder class action, captioned Bruce S. Sherman and Bruce & Cynthia Sherman Charitable Foundation, Inc. v. The Fresh Market, Inc., et. al., Case No. 1:17-cv-00179, was filed March 3, 2017 in federal district court in the Middle District of North Carolina (the “Sherman Action”). The Sherman Action named as defendants, in addition to TFM, the former members of its Board of Directors, as well as AGM, Apollo Management VIII, L.P., and Apollo-affiliates, Pomegranate Holdings, Inc. and Pomegranate Merger Sub, Inc. The Sherman Action alleged, 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. The plaintiffs sought, among other things, rescission of the various transactions associated with the merger and/or rescissory or other damages, and

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

attorneys’ and experts’ fees and costs. On May 24, 2017, the Sherman plaintiffs voluntarily dismissed their claims against AGM, Apollo Management VIII, L.P., Pomegranate Holdings, Inc. and Pomegranate Merger Sub, Inc. without prejudice.

On March 4, 2016, the Public Employees Retirement System of Mississippi filed a putative securities class action against Sprouts Farmers Market, Inc. (“SFM”), several SFM directors (including Andrew Jhawar, an Apollo partner), AP Sprouts Holdings, LLC and AP Sprouts Holdings (Overseas), L.P. (the “AP Entities”), which are controlled by entities managed by Apollo affiliates, and two underwriters of a March 2015 secondary offering of SFM common stock. The AP Entities sold SFM common stock in the March 2015 secondary offering. The complaint, filed in Arizona Superior Court and captioned Public Employees Retirement System of Mississippi v. Sprouts Farmers Market, Inc. (CV2016-050480), alleges that SFM filed a materially misleading registration statement for the secondary offering that incorporated alleged misrepresentations in SFM’s 2014 annual report regarding SFM’s business prospects, and failed to disclose alleged accelerating produce deflation. 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. Defendants removed the case to United States District Court for the District of Arizona, but on March 27, 2017, the Court granted Plaintiff's motion to remand the case to state court. Defendants filed a notice of appeal on April 21, 2017. Meanwhile, the Defendants have moved to dismiss the action in state court, and the motion is scheduled for a hearing on August 18, 2017. Because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Between February 25 and March 23, 2016, plaintiffs filed five putative class actions in the Superior Court of Maricopa County, Arizona, on behalf of purported stockholders of Apollo Education Group, Inc. (“AEG”) asserting claims for breaches of fiduciary duties and aiding and abetting the alleged breaches in connection with a proposed acquisition of AEG.  The  defendants include, among others, AEG, members of AEG’s board of directors, AGM, Fund VIII, and certain subsidiaries of funds managed by Apollo. On April 12, 2016, the Court consolidated all the actions under the following caption:  In re Apollo Education Group, Inc. Shareholder Litigation, Lead Case No. CV2016-001905 (Ariz. Super. Ct.).  Shortly thereafter, the parties informed the Court that they had entered into a memorandum of understanding for a settlement that would, among other things, (i) provide for the dismissal with prejudice on the merits and release of any and all claims by the proposed class against the Defendants; and (ii) recognize that the pendency of the suit was, in part, a factor in the decision by the purchasers of AEG to increase the price offered to acquire all of the outstanding shares of AEG’s common stock from $9.50 per share to $10.00 per share. On April 10, 2017, the parties filed settlement papers for the Court’s review following the consummation of the merger agreement on February 1, 2017, the completion by plaintiffs of three confirmatory discovery depositions on February 27, 2017, and the execution of a stipulation of settlement by the parties on April 10, 2017.  On May 23, 2017, the Court entered an order that provisionally certified a non-opt-out settlement class, preliminarily approved the terms and conditions in the proposed stipulation of settlement, scheduled the settlement hearing for August 11, 2017, approved the form and content of and the method of distribution for the class notice, and instituted a stay of all proceedings in the action other than settlement-related proceedings pending a ruling on a motion for final approval.  On June 29, 2017,  the Court entered an order granting the parties’ request for a continuance of the settlement hearing to October 6, 2017.  The parties are currently negotiating the amount of plaintiffs’ attorneys’ fees.  For this reason, no reasonable estimate of possible loss, if any, can be made at this time.

On June 20, 2016 Banca Carige S.p.A. (“Carige”) commenced a lawsuit in the Court of Genoa (Italy) (No. 8965/2016), against its former Chairman, its former Chief Executive Officer, AGM and certain entities (the “Apollo Entities”) organized and owned by investment funds managed by affiliates of AGM. The complaint alleges that AGM and the Apollo Entities (i) aided and abetted breaches of fiduciary duty to Carige allegedly committed by Carige’s former Chairman and former CEO in connection with the sale to the Apollo Entities of Carige subsidiaries engaged in the insurance business; and (ii) took wrongful actions aimed at weakening Banca Carige’s financial condition supposedly to facilitate an eventual acquisition of Carige. The causes of action are based in tort under Italian law. Carige purportedly seeks damages of €450 million in connection with the sale of the insurance businesses and €800 million for other losses. The first hearings were held on May 17, 2017 and on June 14, 2017. Based on the allegations made in the complaint, Apollo believes that there is no merit to Carige’s claims. Additionally, as the case is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On December 12, 2016, the CORE Litigation Trust (the “Trust”), which was created under the Chapter 11 reorganization plan for CORE Media and other affiliated entities, including CORE Entertainment, Inc. (“CORE”), approved by the Southern District of New York Bankruptcy Court on September 22, 2016, commenced an action in California Superior Court for Los Angeles County, captioned Core Litigation Trust v. Apollo Global Management, LLC, et al., Case No. BC 643732, which was removed to the United States District Court for the Central District of California on February 3, 2017. On February 21, 2017, the Trust moved to remand the action to California state court, and Defendants moved to transfer the case to the Southern District of New York (“SDNY”). On April 5, 2017, the Court granted Defendants’ motion to transfer the case to the SDNY and denied the Trust’s motion

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

to remand, without prejudice to the Trust refiling its remand motion in the SDNY. On April 20, 2017, the SDNY District Court referred the case to the SDNY Bankruptcy Court. On April 27, 2017, the Trust filed a motion for mandatory abstention, permissive abstention, and remand to California state court.  On July 17, 2017, the SDNY Bankruptcy Court issued a decision granting the Trustee’s motion for mandatory abstention and remanding the case to Los Angeles Superior Court.  The Trust’s complaint asserts claims for inducing the breach of and tortiously interfering with $360 million in loans under the 2011 loan agreements entered into between CORE and certain First and Second Lien Lenders (the “Lenders”), who assigned their loan-agreement claims to the Trust as part of CORE’s Chapter 11 plan of reorganization. The complaint names as defendants: (i) AGM, (ii) Apollo Global Securities, LLC, (iii) other AGM subsidiaries, (iv) the funds managed by Apollo that were the beneficial owners of CORE Media (the “CORE Funds”), (v) certain affiliated-entities through which the CORE Funds owned their beneficial interest in CORE Media, (vi) Twenty-First Century Fox, Inc. (“Fox”) and certain Fox affiliates, and (vii) Endemol USA Holding, Inc. (“Endemol”) and certain Endemol-affiliated entities. The Trust alleges that defendants’ participation in certain transactions related to CORE, including the December 12, 2014 formation of the joint venture through which the CORE Funds and Fox beneficially owned CORE Media and Endemol Shine, induced CORE to breach the loan agreements and tortiously interfered with CORE’s performance of its obligations under the loan agreements. The Trust seeks unspecified compensatory and punitive damages. Apollo believes these claims are without merit. Because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

In December 2016, the Company received a subpoena from the SEC principally concerning the Company's disclosure of IRR calculations for certain private equity funds, costs associated with a European service provider, and certain personnel changes.  These topics generally track matters with which the Company is familiar and has previously examined. The Company is fully cooperating with the SEC in this matter.

On August 3, 2017, a putative class action was commenced in the United States District Court for the Middle District of Florida against AGM, Gareth Turner (an Apollo Partner) and Mark Beith (a former Apollo Principal) by Michael McEvoy on behalf of a class of current and former employees of subsidiaries of CEVA Group, LLC (“CEVA Group”) who purchased restricted Class A shares in CEVA Investment Limited (“CIL”), the former parent company of CEVA Group.  The complaint alleges that the defendants breached fiduciary duties to and defrauded the plaintiffs by inducing them to purchase shares in CIL and subsequently participating in a debt restructuring of CEVA Group in which shareholders of CIL did not receive a recovery.  The complaint purports to seek damages in excess of €14 million.  Based on the allegations in the complaint, Apollo believes that there is no merit to the claims.  Additionally, as the case is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Commitments and Contingencies—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 June 30, 2017, the approximate aggregate minimum future payments required for operating leases were as follows:

	Remaining 2017		2018		2019		2020		2021		Thereafter		Total
Aggregate minimum future payments	$	17,101	$	31,347	$	30,400	$	13,664	$	4,757	$	6,955	$	104,224

Expenses related to non-cancellable contractual obligations for premises, equipment, auto and other assets were $10.1 million and $10.0 million for the three months ended June 30, 2017 and 2016, respectively, and $20.4 million and $20.1 million for the six months endedJune 30, 2017 and 2016, respectively.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

Other long-term obligations relate to payments with respect to certain consulting agreements entered into by Apollo Investment Consulting LLC, a subsidiary of Apollo, as well as long-term service contracts. A significant portion of these costs are reimbursable by funds or portfolio companies. As of June 30, 2017, fixed and determinable payments due in connection with these obligations were as follows:

	Remaining 2017		2018		2019		2020		2021		Thereafter		Total
Other long-term obligations	$	15,833	$	7,777	$	3,506	$	1,936	$	1,936	$	1,603	$	32,591

Contingent Obligations—Carried interest income with respect to private equity funds and certain credit and real assets 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 June 30, 2017 and that would be reversed approximates $3.1 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 13 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 June 30, 2017, AGS had one unfunded contingent commitment of $75.0 million outstanding related to such offerings. The commitment expired with no funding on the part of the Company on July 12, 2017.

As of June 30, 2017, one of the Company’s subsidiaries had unfunded contingent commitments of $153.1 million, to facilitate fundings at closing by lead arrangers for syndicated term loans issued by portfolio companies of funds managed by Apollo. The commitments expire by August 14, 2017. As of August 8, 2017, the unfunded commitments were approximately $18.2 million.

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 $86.9 million and $106.3 million as of June 30, 2017 and December 31, 2016, respectively.

The contingent consideration obligations will be remeasured to fair value at each reporting period until the obligations are satisfied and are characterized as Level III liabilities. The changes in the fair value of the contingent consideration obligations is reflected in profit sharing expense in the condensed consolidated statements of operations. See note 5 for further information regarding fair value measurements.

15. SEGMENT REPORTING

Apollo conducts its business primarily in the United States and substantially all of its revenues are generated domestically. Apollo’s business is conducted through three reportable segments: private equity, credit and real assets. Segment information is utilized by our Managing Partners, who operate collectively as our chief operating decision maker, to assess

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

performance and to allocate resources. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made and the level of control over the investment.

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

Economic Income

Economic Income, or “EI”, is a key performance measure used by management in evaluating the performance of Apollo’s private equity, credit and real assets 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 before income tax provision excluding transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, 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 related parties to employees of the Company, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The following tables present financial data for Apollo’s reportable segments as of and for the three months ended June 30, 2017 and 2016. Prior period financial data has been updated to conform to the current presentation.

	As of and for the Three Months Ended June 30, 2017
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	77,275		$	169,856		$	19,777		$	266,908
Advisory and transaction fees from related parties, net	19,302			3,709			618			23,629
Carried interest income (loss) from related parties:
Unrealized(1)	(98,372		)	26,921			926			(70,525		)
Realized	136,497			57,119			5,175			198,791
Total carried interest income from related parties	38,125			84,040			6,101			128,266
Total Revenues(2)	134,702			257,605			26,496			418,803
Expenses:
Compensation and benefits:
Salary, bonus and benefits	30,294			59,244			9,022			98,560
Equity-based compensation	7,704			9,228			634			17,566
Profit sharing expense:
Unrealized	(34,983		)	12,927			(70		)	(22,126		)
Realized	53,137			23,080			2,866			79,083
Realized: Equity-based	462			582			—			1,044
Total profit sharing expense	18,616			36,589			2,796			58,001
Total compensation and benefits	56,614			105,061			12,452			174,127
Non-compensation expenses:
General, administrative and other	16,617			31,760			5,297			53,674
Placement fees	1,341			3,918			—			5,259
Total non-compensation expenses	17,958			35,678			5,297			58,933
Total Expenses(2)	74,572			140,739			17,749			233,060
Other Income (Loss):
Income from equity method investments	10,348			5,856			1,015			17,219
Net losses from investment activities	(100		)	(299		)	—			(399		)
Net interest loss	(4,336		)	(6,484		)	(1,247		)	(12,067		)
Other income (loss), net	781			(241		)	240			780
Total Other Income (Loss)(2)	6,693			(1,168		)	8			5,533
Non-Controlling Interests	—			(559		)	—			(559		)
Economic Income(2)	$	66,823		$	115,139		$	8,755		$	190,717
Total Assets(2)	$	2,276,050		$	2,655,434		$	212,255		$	5,143,739

(1) Included in unrealized carried interest income from related parties for three months ended June 30, 2017 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 13 for further details regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

	For the Three Months Ended June 30, 2016
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	76,518		$	151,252		$	13,863		$	241,633
Advisory and transaction fees from related parties, net	58,301			3,036			3,562			64,899
Carried interest income (loss) from related parties:
Unrealized(1)	207,845			80,397			(1,737		)	286,505
Realized	266			40,046			1,668			41,980
Total carried interest income (loss) from related parties	208,111			120,443			(69		)	328,485
Total Revenues(2)	342,930			274,731			17,356			635,017
Expenses:
Compensation and benefits:
Salary, bonus and benefits	31,564			54,709			8,249			94,522
Equity-based compensation	6,765			8,300			657			15,722
Profit sharing expense:
Unrealized	67,543			33,954			(661		)	100,836
Realized	132			23,215			550			23,897
Total profit sharing expense	67,675			57,169			(111		)	124,733
Total compensation and benefits	106,004			120,178			8,795			234,977
Non-compensation expenses:
General, administrative and other	20,551			35,546			5,421			61,518
Placement fees	1,085			683			21			1,789
Total non-compensation expenses	21,636			36,229			5,442			63,307
Total Expenses(2)	127,640			156,407			14,237			298,284
Other Income (Loss):
Income from equity method investments	31,410			12,940			356			44,706
Net gains from investment activities	6,457			82,041			—			88,498
Net interest loss	(3,252		)	(4,715		)	(919		)	(8,886		)
Other income (loss), net	341			(127		)	44			258
Total Other Income (Loss)(2)	34,956			90,139			(519		)	124,576
Non-Controlling Interests	—			(2,175		)	—			(2,175		)
Economic Income(2)	$	250,246		$	206,288		$	2,600		$	459,134

(1) Included in unrealized carried interest income (losses) from related parties for the three months ended June 30, 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 13 for further detail regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Total Consolidated Revenues	$	432,872		$	660,447
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(15,179		)	(28,092		)
Adjustments related to consolidated funds and VIEs(1)	1,110			1,211
Other(1)	—			1,451
Total Reportable Segments Revenues	$	418,803		$	635,017

(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 related parties to employees of the Company and certain compensation and administrative related expense reimbursements.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Total Consolidated Expenses	$	264,526		$	343,398
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(15,179		)	(28,209		)
Transaction-related compensation charges(1)	(1,549		)	(4,896		)
Reclassification of interest expenses	(13,195		)	(9,800		)
Amortization of transaction-related intangibles(1)	(1,538		)	(2,346		)
Other(1)	(5		)	137
Total Reportable Segments Expenses	$	233,060		$	298,284

(1) Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.

The following table reconciles total consolidated other income to total other income for Apollo’s reportable segments for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Total Consolidated Other Income	$	23,819		$	136,742
Reclassification of interest expense	(13,195		)	(9,800		)
Adjustments related to consolidated funds and VIEs(1)	(4,890		)	(904		)
Other	(201		)	(1,462		)
Total Reportable Segments Other Income	$	5,533		$	124,576

(1) Represents the addition of other income of consolidated funds and VIEs.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The following table presents the reconciliation of income before income tax (provision) benefit reported in the condensed consolidated statements of operations to Economic Income for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Income before income tax (provision) benefit	$	192,165		$	453,791
Adjustments:
Net income attributable to Non-Controlling Interests in consolidated entities	(4,535		)	(2,078		)
Transaction-related charges, net(1)	3,087			7,421
Total consolidation adjustments and other	(1,448		)	5,343
Economic Income	$	190,717		$	459,134

(1) 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 related parties to employees of the Company.

- 62-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The following tables present financial data for Apollo’s reportable segments as of and for the six months endedJune 30, 2017 and 2016. Prior period financial data has been updated to conform to the current presentation.

	As of and for the Six Months Ended June 30, 2017
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	154,673		$	328,198		$	36,090		$	518,961
Advisory and transaction fees from related parties, net	31,074			6,265			1,357			38,696
Carried interest income from related parties:
Unrealized(1)	65,247			33,243			3,530			102,020
Realized	291,958			88,055			5,239			385,252
Total carried interest income from related parties	357,205			121,298			8,769			487,272
Total Revenues(2)	542,952			455,761			46,216			1,044,929
Expenses:
Compensation and benefits:
Salary, bonus and benefits	61,763			114,126			17,392			193,281
Equity-based compensation	14,799			18,330			1,182			34,311
Profit sharing expense:
Unrealized	20,033			15,142			1,964			37,139
Realized	128,389			36,525			2,892			167,806
Realized: Equity-based	462			869			—			1,331
Total profit sharing expense	148,884			52,536			4,856			206,276
Total compensation and benefits	225,446			184,992			23,430			433,868
Non-compensation expenses:
General, administrative and other	33,977			63,850			9,779			107,606
Placement fees	1,475			5,688			—			7,163
Total non-compensation expenses	35,452			69,538			9,779			114,769
Total Expenses(2)	260,898			254,530			33,209			548,637
Other Income (Loss):
Income from equity method investments	42,076			12,339			2,018			56,433
Net gains from investment activities	3,296			30,795			—			34,091
Net interest loss	(8,578		)	(13,006		)	(2,471		)	(24,055		)
Other income, net	18,571			570			303			19,444
Total Other Income (Loss)(2)	55,365			30,698			(150		)	85,913
Non-Controlling Interests	—			(1,493		)	—			(1,493		)
Economic Income(2)	$	337,419		$	230,436		$	12,857		$	580,712
Total Assets(2)	$	2,276,050		$	2,655,434		$	212,255		$	5,143,739

(1) Included in unrealized carried interest income from related parties for the six months endedJune 30, 2017 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 13 for further details regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.

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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 Six Months Ended June 30, 2016
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	151,436		$	293,763		$	27,367		$	472,566
Advisory and transaction fees from related parties, net	61,014			7,446			4,438			72,898
Carried interest income (loss) from related parties:
Unrealized(1)	61,510			59,218			(5,114		)	115,614
Realized	266			85,198			6,439			91,903
Total carried interest income from related parties	61,776			144,416			1,325			207,517
Total Revenues(2)	274,226			445,625			33,130			752,981
Expenses:
Compensation and benefits:
Salary, bonus and benefits	63,638			106,321			16,933			186,892
Equity-based compensation	14,150			16,860			1,432			32,442
Profit sharing expense:
Unrealized	10,169			24,817			(1,832		)	33,154
Realized	132			53,776			4,178			58,086
Total profit sharing expense	10,301			78,593			2,346			91,240
Total compensation and benefits	88,089			201,774			20,711			310,574
Non-compensation expenses:
General, administrative and other	36,282			66,032			11,565			113,879
Placement fees	2,079			1,390			21			3,490
Total non-compensation expenses	38,361			67,422			11,586			117,369
Total Expenses(2)	126,450			269,196			32,297			427,943
Other Income (Loss):
Income from equity method investments	25,927			13,788			1,132			40,847
Net losses from investment activities	2,351			29,648			—			31,999
Net interest loss	(5,680		)	(8,370		)	(1,727		)	(15,777		)
Other income (loss), net	217			(535		)	15			(303		)
Total Other Income (Loss)(2)	22,815			34,531			(580		)	56,766
Non-Controlling Interests	—			(4,560		)	—			(4,560		)
Economic Income(2)	$	170,591		$	206,400		$	253		$	377,244

(1) Included in unrealized carried interest income (losses) from related parties for the six months endedJune 30, 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 13 for further detail regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).

- 64-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Total Consolidated Revenues	$	1,076,423		$	781,273
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(33,402		)	(33,058		)
Adjustments related to consolidated funds and VIEs(1)	1,908			1,863
Other(1)	—			2,903
Total Reportable Segments Revenues	$	1,044,929		$	752,981

(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 related parties to employees of the Company and certain compensation and administrative related expense reimbursements.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Total Consolidated Expenses	$	610,514		$	485,297
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(33,402		)	(33,292		)
Transaction-related compensation charges(1)	1,134			(2,523		)
Reclassification of interest expenses	(26,194		)	(17,673		)
Amortization of transaction-related intangibles(1)	(3,410		)	(4,396		)
Other(1)	(5		)	530
Total Reportable Segments Expenses	$	548,637		$	427,943

(1) Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.

The following table reconciles total consolidated other income to total other income for Apollo’s reportable segments for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Total Consolidated Other Income	$	120,447		$	78,107
Reclassification of interest expense	(26,194		)	(17,673		)
Adjustments related to consolidated funds and VIEs(1)	(8,206		)	(1,542		)
Other	(134		)	(2,126		)
Total Reportable Segments Other Income	$	85,913		$	56,766

(1) Represents the addition of other income of consolidated funds and VIEs.

- 65-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

The following table presents the reconciliation of income before income tax provision reported in the condensed consolidated statements of operations to Economic Income for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Income before income tax provision	$	586,356		$	374,083
Adjustments:
Net income attributable to Non-Controlling Interests in consolidated entities	(7,919		)	(4,113		)
Transaction-related charges, net(1)	2,275			7,274
Total consolidation adjustments and other	(5,644		)	3,161
Economic Income	$	580,712		$	377,244

(1) 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 related parties to employees of the Company.

The following table presents the reconciliation of Apollo’s total reportable segment assets to total assets as of June 30, 2017 and December 31, 2016:

	As of June 30, 2017		As of December 31, 2016
Total reportable segment assets	$	5,143,739	$	4,694,643
Adjustments(1)	1,078,181		934,910
Total assets	$	6,221,920	$	5,629,553

(1) Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.

16. SUBSEQUENT EVENTS

On August 2, 2017, the Company declared a cash distribution of $0.52 per Class A share, which will be paid on August 31, 2017 to holders of record on August 22, 2017.

On August 2, 2017, the Company declared a cash distribution of $0.398438 per Preferred share, which will be paid on September 15, 2017 to holders of record on September 1, 2017.

- 66-

ITEM 1A.     UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS

OF FINANCIAL CONDITION

APOLLO GLOBAL MANAGEMENT, LLC

CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(dollars in thousands, except share data)

	As of June 30, 2017
	Apollo Global Management, LLC and Consolidated Subsidiaries			Consolidated Funds and VIEs			Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	1,070,805		$	—		$	—		$	1,070,805
Cash and cash equivalents held at consolidated funds	—			9,672			—			9,672
Restricted cash	5,023			—			—			5,023
Investments	1,655,812			2,124			(81,097		)	1,576,839
Assets of consolidated variable interest entities:
Cash and cash equivalents	—			44,726			—			44,726
Investments, at fair value	—			1,049,836			(307		)	1,049,529
Other assets	—			55,810			—			55,810
Carried interest receivable	1,272,488			—			(2,177		)	1,270,311
Due from related parties	283,230			—			(728		)	282,502
Deferred tax assets	598,397			—			—			598,397
Other assets	149,378			433			(111		)	149,700
Goodwill	88,852			—			—			88,852
Intangible assets, net	19,754			—			—			19,754
Total Assets	$	5,143,739		$	1,162,601		$	(84,420	)	$	6,221,920
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	60,094		$	—		$	—		$	60,094
Accrued compensation and benefits	97,515			—			—			97,515
Deferred revenue	116,095			—			—			116,095
Due to related parties	612,772			—			—			612,772
Profit sharing payable	581,854			—			—			581,854
Debt	1,358,444			—			—			1,358,444
Liabilities of consolidated variable interest entities:
Debt, at fair value	—			929,658			(44,897		)	884,761
Other liabilities	—			61,877			(110		)	61,767
Due to related parties	—			2,904			(2,904		)	—
Other liabilities	94,658			772			—			95,430
Total Liabilities	2,921,432			995,211			(47,911		)	3,868,732
Shareholders’ Equity:
Apollo Global Management, LLC shareholders’ equity:
Preferred shares	264,398			—			—			264,398
Additional paid in capital	1,716,138			—			—			1,716,138
Accumulated deficit	(755,466		)	16,626			(16,625		)	(755,465		)
Accumulated other comprehensive loss	(3,198		)	(1,399		)	1,575			(3,022		)
Total Apollo Global Management, LLC shareholders’ equity	1,221,872			15,227			(15,050		)	1,222,049
Non-Controlling Interests in consolidated entities	6,576			152,163			(21,459		)	137,280
Non-Controlling Interests in Apollo Operating Group	993,859			—			—			993,859
Total Shareholders’ Equity	2,222,307			167,390			(36,509		)	2,353,188
Total Liabilities and Shareholders’ Equity	$	5,143,739		$	1,162,601		$	(84,420	)	$	6,221,920

- 67-

APOLLO GLOBAL MANAGEMENT, LLC

CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(dollars in thousands, except share data)

	As of December 31, 2016
	Apollo Global Management, LLC and Consolidated Subsidiaries			Consolidated Funds and VIEs			Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	806,329		$	—		$	—		$	806,329
Cash and cash equivalents held at consolidated funds	—			7,335			—			7,335
Restricted cash	4,680			—			—			4,680
Investments	1,567,388			5,378			(78,022		)	1,494,744
Assets of consolidated variable interest entities:
Cash and cash equivalents	—			41,318			—			41,318
Investments, at fair value	—			914,110			(283		)	913,827
Other assets	—			46,666			—			46,666
Carried interest receivable	1,258,887			—			(1,782		)	1,257,105
Due from related parties	255,342			—			(489		)	254,853
Deferred tax assets	572,263			—			—			572,263
Other assets	118,181			768			(89		)	118,860
Goodwill	88,852			—			—			88,852
Intangible assets, net	22,721			—			—			22,721
Total Assets	$	4,694,643		$	1,015,575		$	(80,665	)	$	5,629,553
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	57,465		$	—		$	—		$	57,465
Accrued compensation and benefits	52,754			—			—			52,754
Deferred revenue	174,893			—			—			174,893
Due to related parties	638,126			—			—			638,126
Profit sharing payable	550,148			—			—			550,148
Debt	1,352,447			—			—			1,352,447
Liabilities of consolidated variable interest entities:
Debt, at fair value	—			827,854			(41,309		)	786,545
Other liabilities	—			68,123			(89		)	68,034
Due to related parties	—			2,271			(2,271		)	—
Other liabilities	81,568			45			—			81,613
Total Liabilities	2,907,401			898,293			(43,669		)	3,762,025
Shareholders’ Equity:
Apollo Global Management, LLC shareholders’ equity:
Additional paid in capital	1,830,025			—			—			1,830,025
Accumulated deficit	(986,187		)	16,131			(16,130		)	(986,186		)
Accumulated other comprehensive loss	(5,750		)	(3,029		)	56			(8,723		)
Total Apollo Global Management, LLC shareholders’ equity	838,088			13,102			(16,074		)	835,116
Non-Controlling Interests in consolidated entities	6,805			104,180			(20,922		)	90,063
Non-Controlling Interests in Apollo Operating Group	942,349			—			—			942,349
Total Shareholders’ Equity	1,787,242			117,282			(36,996		)	1,867,528
Total Liabilities and Shareholders’ Equity	$	4,694,643		$	1,015,575		$	(80,665	)	$	5,629,553

- 68-

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

The following discussion should be read in conjunction with Apollo Global Management, LLC’s condensed consolidated financial statements and the related notes included within this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2016 filed with the SEC on February 13, 2017 (the “2016 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 assets with significant distressed expertise and a flexible mandate in the majority of our funds which enables our funds to invest opportunistically across a company’s capital structure. We raise, invest and manage funds on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds as well as other institutional and individual investors. Apollo is led by our Managing Partners, Leon Black, Joshua Harris and Marc Rowan, who have worked together for more than 30 years and lead a team of 988 employees, including 368 investment professionals, as of June 30, 2017.

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

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

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

Our financial results vary since 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 June 30, 2017, we had total AUM of $231.8 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 41% of such AUM was in permanent capital vehicles. As of June 30, 2017, Fund IX commitments totaled $24.3 billion. 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 June 30, 2017, Fund VIII had $7.4 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 June 30, 2017, Fund VII had $2.2 billion of uncalled commitments remaining. We have consistently produced attractive long-term investment returns in our traditional private equity funds, generating a 39% gross IRR and a 25% net IRR on a compound annual basis from inception through June 30, 2017. Apollo’s private equity fund appreciation was 1.9% and 10.1% for the three and six months ended June 30, 2017, respectively.

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For our credit segment, total gross and net returns, excluding Athene and AGER assets that are managed by Apollo but not directly invested in Apollo funds and investment vehicles or sub-advised by Apollo, were 2.1% and 1.8%, respectively, for the three months ended June 30, 2017 and 4.0% and 3.5%, respectively, for the six months ended June 30, 2017.

For our real assets segment, total combined gross and net returns for AGRE U.S. Real Estate Fund, L.P. (“U.S. RE Fund I”) and Apollo U.S. RE Fund II, L.P. (“U.S. RE Fund II”) including co-investment capital were 5.0% and 4.3%, respectively, for the three months ended June 30, 2017 and 9.3% and 8.0%, respectively, for the six months ended June 30, 2017.

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 August 7, 2017.

(1) The Strategic Investor holds 9.0% of the Class A shares outstanding and 4.3% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investor represent 45.7% of the total voting power of our shares entitled to vote and 43.8% of the economic interests in the Apollo Operating Group. Class A shares held by the Strategic Investor do not have voting rights. However, such Class A shares will become entitled to vote upon transfers by the Strategic Investor in accordance with the agreements entered into in connection with the investments made by the Strategic Investor.

(2) Our Managing Partners own BRH Holdings GP, Ltd., which in turn holds our only outstanding Class B share. The Class B share represents 54.3% 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 46.8% 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 51.9% 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 46.8% of the AOG Units. Our Contributing Partners, through their ownership interests in Holdings, beneficially own 5.1% 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.

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(6) Represents 48.1% 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 2.6% in the second quarter of 2017, following an increase of 5.5% in the first quarter of 2017. Outside the U.S., global equity markets rose during the second quarter of 2017. The MSCI All Country World ex USA Index rose 5.8% following an increase of 8.0% in the first quarter of 2017.

Conditions in the credit markets also have a significant impact on our business. Credit markets rose in the second quarter of 2017, with the BofAML HY Master II Index increasing 2.1% and the S&P/LSTA Leveraged Loan Index increasing 0.8%. Benchmark interest rates decreased slightly in the second quarter, continuing a similar trend from the first quarter, as investors weigh potential monetary policy actions by the Federal Reserve. The U.S. 10-year Treasury yield fell slightly to finish the quarter at 2.3%.

Foreign exchange rates can 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 7.3% in the second quarter of 2017, after appreciating 1.3% in the first quarter of 2017, while the British pound appreciated 3.8% in the second quarter of 2017, after appreciating by 1.7% in the first quarter of 2017. Commodities were generally mixed in the second quarter of 2017. The price of crude oil declined 9.0% during the second quarter of 2017, following a decline of 5.8% in the first quarter of 2017.

In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported real GDP increased at an annual rate of 2.6% in the second quarter of 2017, compared to a 1.2% increase in the first quarter of 2017. As of July 2017, the International Monetary Fund estimated that the U.S. economy will expand by 2.1% in 2017 and by 2.1% in 2018. Additionally, the U.S. unemployment rate stood at 4.4% as of June 30, 2017, down from 4.5% at March 31, 2017.

Regardless of the market or economic environment at any given time, Apollo relies on its contrarian, value-oriented approach to consistently invest capital on behalf of its fund investors by focusing on opportunities that management believes are often overlooked by other investors. As such, Apollo’s global integrated investment platform deployed $2.6 billion and $13.9 billion of capital through the funds it manages during the second quarter and the twelve months ended June 30, 2017, respectively. We believe Apollo’s expertise in credit and its focus on nine core industry sectors, combined with more than 27 years of investment experience, has allowed Apollo to respond quickly to changing environments. Apollo’s core industry sectors include chemicals, manufacturing and industrial, natural resources, consumer and retail, consumer services, business services, financial services, leisure, and media/telecom/technology. Apollo believes that these attributes have contributed to the success of its private equity funds investing in buyouts and credit opportunities during both expansionary and recessionary economic periods.

In general, institutional investors continue to allocate capital towards alternative investment managers for more attractive risk-adjusted returns in a low interest rate environment, and we believe the business environment remains generally accommodative to raise larger successor funds, launch new products, and pursue attractive strategic growth opportunities. As such, Apollo had $35.7 billion and $54.8 billion of capital inflows during the second quarter and the twelve months ended June 30, 2017,

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respectively. While Apollo continues to attract capital inflows, it also continues to generate realizations for fund investors. Apollo returned $2.7 billion and $7.3 billion of capital and realized gains to the investors in the funds it manages during the second quarter and the twelve months ended June 30, 2017, respectively.

Managing Business Performance

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

Economic Income

EI has certain limitations in that it does not take into account certain items included under U.S. GAAP. EI represents segment income before income tax provision excluding transaction-related charges arising from the 2007 private placement and any acquisitions. Transaction-related charges 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 related parties to employees of the Company, compensation and administrative related expense reimbursements from unconsolidated related parties, 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 represents EI adjusted to reflect income tax provision on EI that has been calculated assuming that all income is allocated to Apollo Global Management, LLC, which would occur following an exchange of all AOG Units for Class A shares of Apollo Global Management, LLC. The economic assumptions and methodologies that impact the implied income tax provision are similar to those methodologies and certain assumptions used in calculating the income tax provision for Apollo’s condensed consolidated statements of operations under U.S. GAAP. ENI is net of preferred distributions, if any, to Series A Preferred shareholders.

We believe that EI is helpful for an understanding of our business and that investors should review the same supplemental financial measure that management uses to analyze our segment performance. This measure supplements and should be considered in addition to and not in lieu of the results of operations discussed below in “—Overview of Results of Operations” that have been prepared in accordance with U.S. GAAP. See note 15 to the condensed consolidated financial statements for more details regarding management’s consideration of EI.

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

Fee Related Earnings

Fee Related Earnings (“FRE”) is derived from our segment reported results and refers to a component of EI that is used as a supplemental measure to assess whether revenues that we believe are generally more stable and predictable in nature, primarily consisting of management fees, are sufficient to cover associated operating expenses and generate profits. FRE is the sum across all segments of (i) management fees, (ii) advisory and transaction fees, (iii) carried interest income earned from a publicly traded business development company we manage and (iv) other income, net excluding gains (losses) arising from the reversal of a portion of the tax receivable agreement liability, less (y) salary, bonus and benefits, excluding equity-based compensation and (z) other associated operating expenses.

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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 the amount of earnings available for distribution to Class A shareholders, holders of RSUs that participate in distributions and holders of AOG Units. DE represents the amount of net realized earnings without the effects of the consolidation of any of the related funds. DE, which is a component of EI, is the sum across all segments of (i) total management fees and advisory and transaction fees, (ii) other income (loss), 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. DE After Taxes and Related Payables is net of preferred distributions, if any, to Series A Preferred shareholders. A reconciliation of DE and EI to their most directly comparable U.S. GAAP measure of income before income tax provision can be found in “—Summary of Non-U.S. GAAP Measures”.

Fee Related EBITDA

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

We use FRE, DE and Fee related EBITDA as measures of operating performance, not as measures of liquidity. These measures should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of these measures without consideration of their related U.S. GAAP measures is not adequate due to the adjustments described above.

Operating Metrics

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

Assets Under Management

The tables below present Fee-Generating and Non-Fee-Generating AUM by segment as of June 30, 2017 and 2016 and December 31, 2016:

	As of June 30, 2017
	Private Equity		Credit		Real Assets		Total
	(in millions)
Fee-Generating	$	30,011	$	121,271	$	9,672	$	160,954
Non-Fee-Generating	37,787		29,762		3,337		70,886
Total Assets Under Management	$	67,798	$	151,033	$	13,009	$	231,840

	As of June 30, 2016
	Private Equity		Credit		Real Assets		Total
	(in millions)
Fee-Generating	$	29,530	$	108,774	$	7,124	$	145,428
Non-Fee-Generating	11,651		25,110		4,077		40,838
Total Assets Under Management	$	41,181	$	133,884	$	11,201	$	186,266

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	As of December 31, 2016
	Private Equity		Credit		Real Assets		Total
	(in millions)
Fee-Generating	$	30,722	$	111,781	$	8,295	$	150,798
Non-Fee-Generating	12,906		24,826		3,158		40,890
Total Assets Under Management	$	43,628	$	136,607	$	11,453	$	191,688

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 June 30, 2017 and 2016 and December 31, 2016.

	As of June 30, 2017		As of June 30, 2016		As of December 31, 2016
	(in millions)
Private Equity	$	25,541	$	2,589	$	1,977
Credit	9,184		6,256		6,533
Real Assets	877		1,110		639
Total AUM with Future Management Fee Potential	$	35,602	$	9,955	$	9,149

The following tables present the components of Carry-Eligible AUM for each of Apollo’s three segments as of June 30, 2017 and 2016 and December 31, 2016:

	As of June 30, 2017
	Private Equity		Credit		Real Assets		Total
	(in millions)
Carry-Generating AUM	$	23,141	$	27,839	$	797	$	51,777
AUM Not Currently Generating Carry	456		13,751		414		14,621
Uninvested Carry-Eligible AUM	34,731		9,988		1,277		45,996
Total Carry-Eligible AUM	$	58,328	$	51,578	$	2,488	$	112,394

	As of June 30, 2016
	Private Equity		Credit		Real Assets		Total
	(in millions)
Carry-Generating AUM	$	16,778	$	25,945	$	494	$	43,217
AUM Not Currently Generating Carry	1,697		13,786		680		16,163
Uninvested Carry-Eligible AUM	15,079		8,704		1,207		24,990
Total Carry-Eligible AUM	$	33,554	$	48,435	$	2,381	$	84,370

	As of December 31, 2016
	Private Equity		Credit		Real Assets		Total
	(in millions)
Carry-Generating AUM	$	21,521	$	33,306	$	776	$	55,603
AUM Not Currently Generating Carry	487		7,219		365		8,071
Uninvested Carry-Eligible AUM	13,136		11,119		976		25,231
Total Carry-Eligible AUM	$	35,144	$	51,644	$	2,117	$	88,905

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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 June 30, 2017 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:
Total Private Equity	$	456	$	456	23%
Credit:
Drawdown	4,302		4,178		29%
Liquid/Performing	8,796		6,814		< 250bps
			16		250-500bps
			473		> 500bps
MidCap, AINV, AFT, AIF	653		653		< 250bps
Total Credit	13,751		12,134		12%
Real Assets:
Total Real Assets	414		253		> 250bps
Total	$	14,621	$	12,843

(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 June 30, 2017 and 2016 and December 31, 2016 are presented below:

	As of June 30, 2017
	Private Equity			Credit		Real Assets		Total
	(in millions)
Fee-Generating AUM based on capital commitments	$	21,803		$	6,805	$	784	$	29,392
Fee-Generating AUM based on invested capital	7,372			6,925		4,958		19,255
Fee-Generating AUM based on gross/adjusted assets	836			92,125		3,838		96,799
Fee-Generating AUM based on NAV	—			15,416		92		15,508
Total Fee-Generating AUM	$	30,011	(1)	$	121,271	$	9,672	$	160,954

(1) The weighted average remaining life of the private equity funds excluding permanent capital vehicles at June 30, 2017 was 62 months.

	As of June 30, 2016
	Private Equity			Credit		Real Assets		Total
	(in millions)
Fee-Generating AUM based on capital commitments	$	20,563		$	6,015	$	410	$	26,988
Fee-Generating AUM based on invested capital	8,167			4,438		4,033		16,638
Fee-Generating AUM based on gross/adjusted assets	328			88,529		2,598		91,455
Fee-Generating AUM based on NAV	472			9,792		83		10,347
Total Fee-Generating AUM	$	29,530	(1)	$	108,774	$	7,124	$	145,428

(1) The weighted average remaining life of the private equity funds excluding permanent capital vehicles at June 30, 2016 was 69 months.

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	As of December 31, 2016
	Private Equity			Credit		Real Assets		Total
	(in millions)
Fee-Generating AUM based on capital commitments	$	21,782		$	8,072	$	724	$	30,578
Fee-Generating AUM based on invested capital	8,058			4,212		4,374		16,644
Fee-Generating AUM based on gross/adjusted assets	882			88,196		3,131		92,209
Fee-Generating AUM based on NAV	—			11,301		66		11,367
Total Fee-Generating AUM	$	30,722	(1)	$	111,781	$	8,295	$	150,798

(1) The weighted average remaining life of the private equity funds excluding permanent capital vehicles at December 31, 2016 was 66 months.

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

	Total AUM						Fee-Generating AUM
	As of June 30,				As of December 31,		As of June 30,				As of December 31,
	2017		2016		2016		2017		2016		2016
	(in millions)
Traditional Private Equity Funds	$	55,163	$	30,767	$	30,490	$	23,842	$	24,746	$	24,457
Natural Resources	4,737		3,535		5,223		4,042		2,927		4,181
Other(1)	7,898		6,879		7,915		2,127		1,857		2,084
Total	$	67,798	$	41,181	$	43,628	$	30,011	$	29,530	$	30,722

(1) Includes co-investments contributed to Athene by AAA through its investment in AAA Investments as discussed in note 13 of the condensed consolidated financial statements.

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 June 30,				As of December 31,		As of June 30,				As of December 31,
	2017		2016		2016		2017		2016		2016
	(in millions)
Liquid/Performing	$	39,613	$	35,468	$	35,684	$	35,030	$	31,738	$	31,562
Drawdown	25,646		20,748		23,852		15,291		11,875		13,645
Permanent capital vehicles ex Athene Non-Sub-Advised(1)	12,657		14,780		12,330		11,873		11,329		11,460
Athene Non-Sub-Advised(1)	54,921		48,665		50,761		54,921		48,665		50,761
AGER Non-Sub-Advised(1)	6,641		5,167		4,353		4,156		5,167		4,353
Advisory	11,555		9,056		9,627		—		—		—
Total	$	151,033	$	133,884	$	136,607	$	121,271	$	108,774	$	111,781

(1) Athene Non-Sub-Advised and AGER Non-Sub-Advised reflects total combined AUM of $79.1 billion less $17.5 billion of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo included within other asset categories. AGER Non-Sub-Advised includes $4.2 billion of AUM for which AAME provides investment advisory services.

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The following table presents the Athene and AGER assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo:

	Total AUM
	As of June 30,				As of December 31,
	2017		2016		2016
	(in millions)
Private Equity	$	1,202	$	862	$	1,099
Credit
Liquid/Performing	10,280		8,560		9,407
Drawdown	1,056		896		1,075
Total Credit	11,336		9,456		10,482
Real Assets
Debt	4,536		3,636		3,698
Equity	428		347		439
Total Real Assets	4,964		3,983		4,137
Total	$	17,502	$	14,301	$	15,718

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

	Total AUM						Fee-Generating AUM
	As of June 30,				As of December 31,		As of June 30,				As of December 31,
	2017		2016		2016		2017		2016		2016
	(in millions)
Debt	$	9,677	$	7,916	$	8,604	$	7,837	$	5,659	$	6,577
Equity	3,332		3,285		2,849		1,835		1,465		1,718
Total	$	13,009	$	11,201	$	11,453	$	9,672	$	7,124	$	8,295

The following tables summarize changes in total AUM for each of Apollo’s three segments for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017												2016
	Private Equity			Credit			Real Assets			Total			Private Equity			Credit			Real Assets			Total
	(in millions)
Change in Total AUM(1):
Beginning of Period	$	44,573		$	140,932		$	11,961		$	197,466		$	37,702		$	123,854		$	10,957		$	172,513
Inflows	23,771			10,289			1,650			35,710			3,075			12,493			795			16,363
Outflows(2)	(3		)	(2,089		)	(302		)	(2,394		)	(143		)	(2,952		)	—			(3,095		)
Net Flows	23,768			8,200			1,348			33,316			2,932			9,541			795			13,268
Realizations	(1,361		)	(779		)	(516		)	(2,656		)	(341		)	(453		)	(547		)	(1,341		)
Market Activity(3)(4)	818			2,680			216			3,714			888			942			(4		)	1,826
End of Period	$	67,798		$	151,033		$	13,009		$	231,840		$	41,181		$	133,884		$	11,201		$	186,266

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

(2) Outflows for Total AUM include redemptions of $121.9 million and $518.3 million during the three months ended June 30, 2017 and 2016, respectively.

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(3) Includes foreign exchange impacts of $83.4 million, $1.6 billion and $62.0 million for private equity, credit and real assets, respectively, during the three months ended June 30, 2017.

(4) Includes foreign exchange impacts of $(18.1) million, $(278.5) million and $(90.0) million for private equity, credit and real assets, respectively, during the three months ended June 30, 2016.

	For the Six Months Ended June 30,
	2017												2016
	Private Equity			Credit			Real Assets			Total			Private Equity			Credit			Real Assets			Total
	(in millions)
Change in Total AUM(1):
Beginning of Period	$	43,628		$	136,607		$	11,453		$	191,688		$	37,502		$	121,361		$	11,260		$	170,123
Inflows	24,069			14,674			2,280			41,023			3,557			16,157			1,227			20,941
Outflows(2)	(74		)	(2,787		)	(302		)	(3,163		)	(449		)	(4,326		)	—			(4,775		)
Net Flows	23,995			11,887			1,978			37,860			3,108			11,831			1,227			16,166
Realizations	(2,411		)	(1,144		)	(779		)	(4,334		)	(362		)	(774		)	(1,345		)	(2,481		)
Market Activity(3)(4)	2,586			3,683			357			6,626			933			1,466			59			2,458
End of Period	$	67,798		$	151,033		$	13,009		$	231,840		$	41,181		$	133,884		$	11,201		$	186,266

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

(2) Outflows for Total AUM include redemptions of $419.7 million and $865.7 million during the six months endedJune 30, 2017 and 2016, respectively.

(3) Includes foreign exchange impacts of $121.6 million, $1.8 billion and $90.0 million for private equity, credit and real assets, respectively, during the six months ended June 30, 2017.

(4) Includes foreign exchange impacts of $41.2 million, $146.5 million and $(80.4) million for private equity, credit and real assets, respectively, during the six months ended June 30, 2016.

Total AUM was $231.8 billion at June 30, 2017, an increase of $34.3 billion, or 17.4%, compared to $197.5 billion at March 31, 2017. The net increase was primarily due to:

Net flows of $33.3 billion primarily related to:

• a $23.8 billion increase related to funds we manage in the private equity segment primarily consisting of subscriptions attributable to Fund IX of $23.3 billion;

• an $8.2 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene and AGER of $3.7 billion and $2.3 billion, respectively, subscriptions of $3.3 billion primarily related to our liquid/performing funds and an increase in AUM relating to Advisory assets of $1.1 billion, offset by net segment transfers of $1.8 billion; and

• a $1.3 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.3 billion.

Market activity of $3.7 billion primarily related to $2.7 billion and $0.8 billion of appreciation in the funds we manage in the credit and private equity segments, respectively.

Offsetting these increases were:

Realizations of $2.7 billion primarily related to:

• $1.4 billion related to funds we manage in the private equity segment primarily consisting of distributions of $0.7 billion and $0.6 billion from our traditional private equity funds and our natural resources funds, respectively;

• $0.8 billion related to funds we manage in the credit segment primarily consisting of distributions of $0.5 billion and $0.2 billion from our drawdown funds and our liquid/performing funds, respectively; and

• $0.5 billion related to funds we manage in the real assets segment primarily consisting of distributions of $0.4 billion from our real estate debt funds.

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Total AUM was $231.8 billion at June 30, 2017, an increase of $40.1 billion, or 20.9%, compared to $191.7 billion at December 31, 2016. The net increase was primarily due to:

Net flows of $37.9 billion primarily related to:

• a $24.0 billion increase related to funds we manage in the private equity segment primarily consisting of subscriptions attributable to Fund IX of $23.3 billion;

• an $11.9 billion increase related to funds we manage in the credit segment primarily consisting of a net increase in AUM relating to Athene and AGER of $5.5 billion and $2.4 billion, respectively, subscriptions of $4.4 billion primarily related to our liquid/performing funds and an increase in AUM relating to Advisory assets of $1.7 billion, offset by net segment transfers of $2.0 billion; and

• a $2.0 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.4 billion and subscriptions of $0.7 billion.

Market activity of $6.6 billion primarily related to $3.7 billion and $2.6 billion of appreciation in the funds we manage in the credit and private equity segments, respectively.

Offsetting these increases were:

Realizations of $4.3 billion primarily related to:

• $2.4 billion related to funds we manage in the private equity segment primarily consisting of distributions of $1.4 billion, $0.6 billion and $0.4 billion from our traditional private equity funds, natural resources funds and co-investment vehicles, respectively;

• $1.1 billion related to funds we manage in the credit segment primarily consisting of distributions of $0.6 billion and $0.4 billion from drawdown funds and liquid/performing funds, respectively; and

• $0.8 billion related to funds we manage in the real assets segment primarily consisting of distributions of $0.6 billion from our real estate debt funds.

The following tables summarize changes in Fee-Generating AUM for each of Apollo’s three segments for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017												2016
	Private Equity			Credit			Real Assets			Total			Private Equity			Credit			Real Assets			Total
	(in millions)
Change in Fee-Generating AUM(1):
Beginning of Period	$	30,774		$	114,914		$	8,466		$	154,154		$	29,325		$	104,904		$	6,844		$	141,073
Inflows	201			7,893			1,483			9,577			413			4,730			696			5,839
Outflows(2)	(525		)	(2,198		)	(15		)	(2,738		)	(91		)	(766		)	—			(857		)
Net Flows	(324		)	5,695			1,468			6,839			322			3,964			696			4,982
Realizations	(503		)	(411		)	(346		)	(1,260		)	(77		)	(257		)	(394		)	(728		)
Market Activity(3)	64			1,073			84			1,221			(40		)	163			(22		)	101
End of Period	$	30,011		$	121,271		$	9,672		$	160,954		$	29,530		$	108,774		$	7,124		$	145,428

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

(2) Outflows for Fee-Generating AUM include redemptions of $101.7 million and $294.6 million during the three months ended June 30, 2017 and 2016, respectively.

(3) Includes foreign exchange impacts of $725.8 million and $33.8 million for credit and real assets, respectively, during the three months ended June 30, 2017, and foreign exchange impacts of $(249.7) million and $(34.2) million for credit and real assets, respectively, during the three months ended June 30, 2016.

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	For the Six Months Ended June 30,
	2017												2016
	Private Equity			Credit			Real Assets			Total			Private Equity			Credit			Real Assets			Total
	(in millions)
Change in Fee-Generating AUM(1):
Beginning of Period	$	30,722		$	111,781		$	8,295		$	150,798		$	29,258		$	101,522		$	7,317		$	138,097
Inflows	232			11,495			1,830			13,557			693			8,621			813			10,127
Outflows(2)	(525		)	(3,182		)	(15		)	(3,722		)	(304		)	(1,374		)	(46		)	(1,724		)
Net Flows	(293		)	8,313			1,815			9,835			389			7,247			767			8,403
Realizations	(503		)	(647		)	(590		)	(1,740		)	(77		)	(437		)	(941		)	(1,455		)
Market Activity(3)	85			1,824			152			2,061			(40		)	442			(19		)	383
End of Period	$	30,011		$	121,271		$	9,672		$	160,954		$	29,530		$	108,774		$	7,124		$	145,428

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

(2) Outflows for Fee-Generating AUM include redemptions of $379.0 million and $584.6 million during the three and six months endedJune 30, 2017 and 2016, respectively.

(3) Includes foreign exchange impacts of $864.0 million and $39.1 million for credit and real assets, respectively, during the six months ended June 30, 2017, and foreign exchange impacts of $136.8 million and $(18.7) million for credit and real assets, respectively, during the six months ended June 30, 2016.

Total Fee-Generating AUM was $161.0 billion at June 30, 2017, an increase of $6.8 billion or 4.4%, compared to $154.2 billion at March 31, 2017. The net increase was primarily due to:

Net flows of $6.8 billion primarily related to:

• a $5.7 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $3.7 billion, subscriptions of $2.2 billion primarily related to our liquid/performing funds and fee-generating capital deployment of $1.7 billion. This was offset by net segment transfers of $1.2 billion, fee-generating capital reduction of $0.9 billion and redemptions of $0.1 billion; and

• a $1.5 billion increase related to funds we manage in the real assets segment primarily consisting of $1.2 billion of net segment transfers and subscriptions of $0.3 billion.

Market activity of $1.2 billion primarily related to appreciation in the funds we manage in the credit segment.

Offsetting these increases were:

Realizations of $1.3 billion primarily related to:

• $0.5 billion related to funds we manage in the private equity segment primarily driven by distributions of $0.3 billion from our traditional private equity funds;

• $0.4 billion related to funds we manage in the credit segment primarily driven by distributions of $0.2 billion and $0.1 billion from our liquid/performing funds and our drawdown funds, respectively; and

• $0.3 billion related to funds we manage in the real assets segment primarily driven by our real estate debt funds.

Total Fee-Generating AUM was $161.0 billion at June 30, 2017, an increase of $10.2 billion or 6.8%, compared to $150.8 billion at December 31, 2016. The net increase was primarily due to:

Net flows of $9.8 billion primarily related to:

• an $8.3 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $5.5 billion, subscriptions of $3.1 billion primarily related to our liquid/performing funds and an increase in fee-generating capital deployment of $2.0 billion. This was offset by segment transfers of $1.6 billion, fee-generating capital reduction of $1.0 billion and redemptions of $0.4 billion; and

• a $1.8 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.2 billion and subscriptions of $0.6 billion.

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Market activity of $2.1 billion primarily related to appreciation in the funds we manage in the credit segment.

Offsetting these increases were:

Realizations of $1.7 billion primarily related to:

• $0.6 billion related to funds we manage in the credit segment primarily driven by distributions of $0.3 billion from our liquid/performing funds and distributions of $0.2 billion from our permanent capital vehicles;

• $0.6 billion related to funds we manage in the real assets segment primarily driven by distributions from our real estate debt funds; and

• $0.5 billion related to funds we manage in the private equity segment primarily driven by distributions of $0.3 billion from our traditional private equity funds.

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 June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
	(in millions)
Private Equity	$	723	$	4,638	$	2,288	$	5,139
Credit	1,155		620		2,147		1,957
Real Assets(1)	746		649		1,612		983
Total capital deployed	$	2,624	$	5,907	$	6,047	$	8,079

(1) Included in capital deployed is $727 million and $1,462 million for the three and six months endedJune 30, 2017, respectively, and $605 million and $907 million for the three and six months endedJune 30, 2016, 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 June 30, 2017		As of December 31, 2016
	(in millions)
Private Equity	$	38,304	$	16,079
Credit	13,255		11,816
Real Assets	1,422		1,414
Total uncalled commitments(1)	$	52,981	$	29,309

(1) As of June 30, 2017 and December 31, 2016, $49.3 billion and $25.9 billion, respectively, represented the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of the funds, partnerships and accounts we manage. These amounts exclude uncalled commitments which can only be called for fund fees and expenses.

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The Historical Investment Performance of Our Funds

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

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

An investment in our Class A shares is not an investment in any of the Apollo funds, and the assets and revenues of our funds are not directly available to us. The historical and potential future returns of the funds we manage are not directly linked to returns on our Class A shares. Therefore, you should not conclude that continued positive performance of the funds we manage will necessarily result in positive returns on an investment in our Class A shares. However, poor performance of the funds that we manage would cause a decline in our revenue from such funds, and would therefore have a negative effect on our performance and in all likelihood the value of our Class A shares.

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

Finally, our private equity IRRs have historically varied greatly from fund to fund. For example, Fund IV generated a 12% gross IRR and a 9% net IRR since its inception through June 30, 2017, while Fund V generated a 61% gross IRR and a 44% net IRR since its inception through June 30, 2017. 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 2016 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 June 30, 2017, unless otherwise noted:

																As of June 30, 2017
($ 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 IX	N/A	$	24,300	$	24,300	—		—		—		—		—		—			—
Fund VIII	2013	20,832		18,377		$	11,252	$	2,021	$	9,858	$	13,210	$	15,231	26	%		16	%
Fund VII	2008	5,972		14,677		16,125		29,803		3,498		3,633		33,436		34			26
Fund VI	2006	3,733		10,136		12,457		18,100		3,407		3,114		21,214		12			10
Fund V	2001	311		3,742		5,192		12,697		138		54		12,751		61			44
Fund I, II, III, IV and MIA(3)	Various	15		7,320		8,753		17,400		—		1		17,401		39			26
Traditional Private Equity Funds(4)		$	55,163	$	78,552	$	53,779	$	80,021	$	16,901	$	20,012	$	100,033	39	%		25	%
ANRP II	2016	3,522		3,454		908		467		701		918		1,385		NM		(2)	NM		(2)
ANRP I	2012	1,215		1,323		1,044		577		709		889		1,466		13			9
AION	2013	699		826		406		159		294		289		448		8	%		(5	)%
Total Private Equity(9)		$	60,599	$	84,155	$	56,137	$	81,224	$	18,605	$	22,108	$	103,332
Credit:
Credit Opportunity Funds
COF III	2014	$	3,184	$	3,426	$	4,687	$	2,450	$	2,366	$	2,213	$	4,663	(1	)%		(2	)%
COF I and II	2008	447		3,068		3,787		7,397		126		167		7,564		23			20
European Principal Finance Funds
EPF II(5)	2012	4,197		3,459		3,713		1,731		1,981		3,266		4,997		19			12
EPF I(5)	2007	267		1,480		1,944		3,244		—		31		3,275		23			17
Structured Credit Funds
FCI II	2013	2,533		1,555		2,090		870		1,626		1,805		2,675		15			12
FCI I	2012	1,061		559		1,303		929		824		823		1,752		15			11
SCRF III (12)	2015	976		1,238		1,765		1,330		554		576		1,906		18			14
SCRF I and II(12)	Various	—		222		707		885		—		—		885		27			21
Other Drawdown Funds & SIAs(6)	Various	7,089		9,467		8,530		8,194		2,454		2,182		10,376		9			6
Total Credit(10)		$	19,754	$	24,474	$	28,526	$	27,030	$	9,931	$	11,063	$	38,093
Real Assets:
U.S. RE Fund II(7)	2016	$	912	$	863	$	423	$	146	$	358	$	411	$	557	20	%		18	%
U.S. RE Fund I(7)	2012	481		652		634		628		246		315		943		17			13
AGRE Debt Fund I(13)	2011	1,127		2,098		2,069		1,163		1,137		1,078		2,241		8			6
CPI Funds(8)	Various	613		4,940		2,548		2,599		283		84		2,683		15			11
Asia RE Fund	2017	585		588		175		—		175		184		184		NM		(2)	NM		(2)
Total Real Assets(11)		$	3,718	$	9,141	$	5,849	$	4,536	$	2,199	$	2,072	$	6,608

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

(2) 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) 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 June 30, 2017.

(6) Amounts presented have been aggregated for (i) drawdown funds with AUM greater than $500 million that do not form part of a flagship series of funds and (ii) SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs. Certain SIAs’ historical figures are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.14 as of June 30, 2017. Additionally, certain SIAs totaling $1.8 billion of AUM have been excluded from Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value and Total Value. These SIAs have an open ended life and a significant turnover in their portfolio assets due to the ability to recycle capital. These SIAs had $10.2 billion of Total Invested Capital through June 30, 2017.

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(7) U.S. RE Fund I and U.S. RE Fund II had $156 million and $390 million of co-investment commitments raised as of June 30, 2017, respectively, which are included in the figures in the table. A co-invest entity within U.S. RE Fund I is denominated in GBP and translated into U.S. dollars at an exchange rate of £1.00 to $1.30 as of June 30, 2017.

(8) As part of the acquisition of Citi Property Investors (“CPI”), Apollo acquired general partner interests in fully invested funds. CPI Funds refers to CPI Capital Partners North America, CPI Capital Partners Asia Pacific, CPI Capital Partners Europe and other CPI funds or individual investments of which Apollo is not the general partner or manager and only receives fees pursuant to either a sub-advisory agreement or an investment management and administrative agreement. For CPI Capital Partners North America, CPI Capital Partners Asia Pacific and CPI Capital Partners Europe, the gross and net IRRs are presented in the investment record table since acquisition on November 12, 2010. The aggregate net IRR for these funds from their inception to June 30, 2017 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.

(9) Certain private equity co-investment vehicles and funds with AUM less than $500 million have been excluded. These co-investment vehicles and funds had $7.2 billion of aggregate AUM as of June 30, 2017.

(10) Certain credit funds and SIAs with AUM less than $500 million and $200 million, respectively, have been excluded. These funds and SIAs had $5.9 billion of aggregate AUM as of June 30, 2017.

(11) Certain accounts owned by or related to Athene, certain co-investment vehicles and certain funds with AUM less than $500 million have been excluded. These accounts, co-investment vehicles and funds had $5.3 billion of aggregate AUM as of June 30, 2017.

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

(13) The investor in this U.S. Dollar denominated fund has chosen to make contributions and receive distributions in the local currency of each underlying investment. As a result, Apollo has not entered into foreign currency hedges for this fund and the returns presented include the impact of foreign currency gains or losses. The investor’s gross and net IRR, before the impact of foreign currency gains or losses, from the fund’s inception to June 30, 2017 was 10% and 9%, respectively.

Private Equity

The following table summarizes the investment record for distressed investments made in our traditional private equity fund portfolios, since the Company’s inception. All amounts are as of June 30, 2017:

	Total Invested Capital		Total Value		Gross IRR
	(in millions)
Distressed for Control	$	7,884	$	18,641	29	%
Non-Control Distressed	5,417		8,401		71
Total	13,301		27,042		49
Corporate Carve-outs, Opportunistic Buyouts and Other Credit(1)	40,478		72,991		22
Total	$	53,779	$	100,033	39	%

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

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The following tables provide additional detail on the composition of the Fund VIII, Fund VII and Fund VI private equity portfolios based on investment strategy. Amounts for Fund I, II, III, IV and V are included in the table above but not presented below as their remaining value is less than $100 million or the fund has been liquidated. All amounts are as of June 30, 2017:

Fund VIII⁽¹⁾ 

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	2,318	$	3,448
Opportunistic Buyouts	8,420		11,074
Distressed	514		709
Total	$	11,252	$	15,231

Fund VII⁽¹⁾ 

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	2,204	$	4,544
Opportunistic Buyouts	4,338		10,496
Distressed/Other Credit(2)	9,583		18,396
Total	$	16,125	$	33,436

Fund VI

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	3,397	$	5,805
Opportunistic Buyouts	6,374		10,441
Distressed/Other Credit(2)	2,686		4,968
Total	$	12,457	$	21,214

(1) Committed capital less unfunded capital commitments for Fund VIII and Fund VII was $11.0 billion and $14.0 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 June 30, 2017), our private equity funds have invested $43.5 billion, of which $19.1 billion was in distressed buyouts and debt investments when the debt securities of quality companies traded at deep discounts to par value. Our average entry multiple for Fund VIII, VII and VI was 5.7x, 6.1x and 7.7x, respectively, as of June 30, 2017. Our average entry multiple for a private equity fund is the average of the total enterprise value over an applicable adjusted earnings before interest, taxes, depreciation and amortization which may incorporate certain adjustments based on the investment team’s estimate and we believe captures the true economics of our funds’ investments in portfolio companies. The average entry multiple of actively investing funds may include committed investments not yet closed.

Credit

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

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	As of June 30, 2017								Gross Returns(1)		Net Returns(1)
	AUM		Fee-Generating AUM		Carry-Eligible AUM		Carry-Generating AUM		For the Three Months Ended June 30, 2017	For the Six Months Ended June 30, 2017	For the Three Months Ended June 30, 2017	For the Six Months Ended June 30, 2017
Category	(in millions)
Liquid/Performing	$	39,613	$	35,030	$	20,352	$	10,484	1.4%	3.4%	1.3%	3.1%
Drawdown(2)	25,646		15,291		21,093		8,442		3.6	5.3	3.2	4.5
Permanent capital vehicles ex Athene Non-Sub-Advised(3)	12,657		11,873		10,133		8,913		3.0	5.6	2.0	3.8
Athene Non-Sub-Advised(3)	54,921		54,921		—		—		N/A	N/A	N/A	N/A
AGER Non-Sub-Advised(3)	6,641		4,156		—		—		N/A	N/A	N/A	N/A
Advisory	11,555		—		—		—		N/A	N/A	N/A	N/A
Total Credit	$	151,033	$	121,271	$	51,578	$	27,839	2.1%	4.0%	1.8%	3.5%

(1) The gross and net returns for the three and six months endedJune 30, 2017 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 June 30, 2017, significant drawdown funds and SIAs had inception-to-date gross and net IRRs of 16.1% and 12.4%, 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) Athene Non-Sub-Advised and AGER Non-Sub-Advised reflects total combined AUM of $79.1 billion less $17.5 billion of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo included within other asset categories. AGER Non-Sub-Advised includes $4.2 billion of AUM for which AAME provides investment advisory services.

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 June 30, 2017		For the Six Months Ended June 30, 2017		For the Three Months Ended June 30, 2016		For the Six Months Ended June 30, 2016
Credit:		(in millions)
Hedge Funds(1)	Various	$	6,399	1	%	2	%	3	%	5	%
CLOs(2)	Various	11,541		1		2		2		4
SIAs / Other	Various	21,673		2		4		3		3
Total		$	39,613

(1) Hedge Funds primarily includes Apollo Credit Strategies Master Fund Ltd., Apollo Credit Master Fund Ltd. and Apollo Credit Short Opportunities Fund.

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

Permanent Capital

The following table summarizes the investment record for our permanent capital vehicles by segment, excluding Athene-related assets managed or advised by Athene Asset Management and AAME:

		Total AUM		Total Returns(1)
	IPO Year(2)	As of June 30, 2017		For the Three Months Ended June 30, 2017		For the Six Months Ended June 30, 2017		For the Three Months Ended June 30, 2016		For the Six Months Ended June 30, 2016
Credit:		(in millions)
MidCap(3)	N/A	$	7,400	3 %		6	%	2	%	3	%
AIF	2013	391		1		10		9		9
AFT	2011	432		(2)		—		6		8
AINV(4)	2004	4,257		—		14		3		14
Real Assets:
ARI	2009	4,080		1	%	17	%	1	%	(1	) %
Total		$	16,560

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

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

(3) MidCap is not a publicly traded vehicle and therefore IPO year is not applicable. The returns presented are a gross return based on NAV. The net returns based on NAV were 2% and 1% for the three months ended June 30, 2017 and 2016, respectively, and 4% and 2% for the six months endedJune 30, 2017 and 2016, respectively.

(4) All amounts are as of March 31, 2017, 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 $1.5 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 June 30, 2017, Apollo managed or advised $79.1 billion of total AUM in accounts owned by or related to Athene and AGER, of which approximately $17.5 billion was either sub-advised by Apollo or invested in Apollo funds and investment vehicles managed by Apollo. Of the approximately $17.5 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 June 30, 2017, Apollo managed approximately $20 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 assets funds.

Overview of Results of Operations

Revenues

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

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

• 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 assets funds, gross advisory, transaction and other special fees.

Management Fees from Related Parties. 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 Related Parties. 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 related parties 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 related parties 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 June 30, 2017, approximately 55% 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 45% was determined primarily by comparable company and industry multiples or discounted cash flow models. For our private equity, credit and real

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assets segments, the percentage determined using market-based valuation methods as of June 30, 2017 was 25%, 73% and 41%, respectively. See “Item 1A. Risk Factors—Risks Related to Our Businesses—Our funds’ performance, and our performance, may be adversely affected by the financial performance of our funds’ portfolio companies and the industries in which our funds invest” in the 2016 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 assets funds have various carried interest rates and hurdle rates. Certain of our credit and real assets 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 assets funds, so long as the investors achieve their priority returns, there is a catch-up formula whereby the Company earns a priority return for a portion of the return until the Company’s 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.

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 as of and for the three and six months endedJune 30, 2017:

	As of June 30, 2017			For the Three Months Ended June 30, 2017								For the Six Months Ended June 30, 2017
	Carried Interest Receivable on an Unconsolidated Basis			Unrealized Carried Interest Income (Loss)			Realized Carried Interest Income		Total Carried Interest Income (Loss) from Related Parties			Unrealized Carried Interest Income (Loss)			Realized Carried Interest Income		Total Carried Interest Income (Loss) from Related Parties
	(in thousands)
Private Equity Funds:
Fund VIII	$	491,304		$	70,043		$	25,376	$	95,419		$	168,076		$	83,188	$	251,264
Fund VII(1)	53,278			(41,919		)	—		(41,919		)	(21,377		)	19,817		(1,560		)
Fund VI(1)	33,259			40,054			—		40,054			75,497			—		75,497
Fund IV and V	87		(3)	(853		)	—		(853		)	(6,647		)	—		(6,647		)
ANRP I and II	25,195		(3)	(112,837		)	52,501		(60,336		)	(57,190		)	52,873		(4,317		)
AAA/Other(2)(5)	213,242			(52,860		)	58,620		5,760			(93,112		)	136,080		42,968
Total Private Equity Funds	816,365			(98,372		)	136,497		38,125			65,247			291,958		357,205
Total Private Equity Funds, net of profit share	511,228			(63,389		)	83,360		19,971			45,214			163,569		208,783
Credit Category:
Drawdown	311,963		(3)	31,845			33,521		65,366			23,444			60,180		83,624
Liquid/Performing	55,903			(13,113		)	17,861		4,748			(6,579		)	21,412		14,833
Permanent capital vehicles ex AAM	52,206			8,189			5,737		13,926			16,378			6,463		22,841
Total Credit Funds	420,072			26,921			57,119		84,040			33,243			88,055		121,298
Total Credit Funds, net of profit share	158,748			13,994			34,039		48,033			18,101			51,530		69,631
Real Assets Funds:
CPI Funds	319			45			—		45			(14		)	—		(14		)
U.S. RE Fund I and II(1)	21,433			(1,079		)	3,967		2,888			1,170			4,031		5,201
Other(5)	14,299			1,960			1,208		3,168			2,374			1,208		3,582
Total Real Assets Funds	36,051			926			5,175		6,101			3,530			5,239		8,769
Total Real Assets Funds, net of profit share	20,658			996			2,309		3,305			1,566			2,347		3,913
Total	$	1,272,488		$	(70,525	)	$	198,791	$	128,266		$	102,020		$	385,252	$	487,272
Total, net of profit share	$	690,634	(4)	$	(48,399	)	$	119,708	$	71,309		$	64,881		$	217,446	$	282,327

(1) As of June 30, 2017, the remaining investments and escrow cash of Fund VII, Fund VI and U.S. RE Fund II were valued at 99%, 93% and 113% 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 June 30, 2017, Fund VI had $167.6 million of gross carried interest income, or $110.7 million net of profit sharing, in escrow. As of June 30, 2017, Fund VII had $66.8 million of gross carried interest income, or $37.2 million net of profit

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sharing, in escrow. As of June 30, 2017, U.S. RE Fund II had $3.6 million of gross carried interest income, or $1.9 million net of profit sharing, in escrow. With respect to Fund VII, Fund VI and U.S. RE Fund II, realized carried interest income currently distributed to the general partner is limited to potential tax distributions per the fund’s partnership agreement.

(2) AAA/Other includes $166.7 million of carried interest receivable, or $118.9 million net of profit sharing, from AAA Investments, L.P. which Apollo may elect to receive in cash or in common shares of Athene Holding (valued at the then fair market value); and if Apollo elects to receive payment of such carried interest in cash, then common shares of Athene Holding shall be distributed to Apollo and immediately sold by Apollo to pay for such carried interest in cash.

(3) As of June 30, 2017, certain credit funds and certain private equity funds had $60.6 million and $22.7 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 for certain credit funds and certain private equity funds was $346.5 million and $130.9 million, respectively, as of June 30, 2017.

(4) There was a corresponding profit sharing payable of $581.9 million as of June 30, 2017, including profit sharing payable related to amounts in escrow and contingent consideration obligations of $86.9 million.

(5) Other includes certain SIAs.

The general partners of the private equity, credit and real assets funds listed in the table above were accruing carried interest income as of June 30, 2017. The investment manager of AINV accrues carried interest 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 assets 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 obligations, if applicable, are included in due to related parties on the condensed consolidated statements of financial condition.

The following table summarizes our carried interest since inception for our combined segments through June 30, 2017:

	Carried Interest 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 June 30, 2017(3)		Maximum Carried Interest Income Subject to Potential Reversal(4)
	(in millions)
Private Equity Funds:
Fund VIII	$	491.3	$	93.8	$	585.1	$	—	$	550.9
Fund VII	53.3		3,121.5		3,174.8		—		490.4
Fund VI	33.3		1,658.9		1,692.2		—		1,146.0
Fund IV and V	0.1		2,053.1		2,053.2		17.8		8.4
ANRP I and II	25.2		72.3		97.5		4.9		61.8
AAA/Other	213.2		331.2		544.4		—		213.2
Total Private Equity Funds	816.4		7,330.8		8,147.2		22.7		2,470.7
Credit Category(5):
Drawdown	312.0		1,015.2		1,327.2		60.6		449.9
Liquid/Performing	55.9		497.3		553.2		—		85.0
Permanent capital vehicles ex AAM	43.9		—		43.9		—		43.9
Total Credit Funds	411.8		1,512.5		1,924.3		60.6		578.8
Real Assets Funds:
CPI Funds	0.3		9.7		10.0		—		0.3
U.S. RE Fund I and II	21.4		16.8		38.2		—		32.8
Other(6)	14.3		5.6		19.9		—		14.3
Total Real Assets Funds	36.0		32.1		68.1		—		47.4
Total	$	1,264.2	$	8,875.4	$	10,139.6	$	83.3	$	3,096.9

(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 June 30, 2017.

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

(3) Amounts were computed based on the fair value of fund investments on June 30, 2017. 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 June 30, 2017. 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 June 30, 2017. 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’ governing documents.

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

(6) Other includes certain SIAs.

Expenses

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

Our compensation arrangements with certain partners and employees contain a significant performance-based incentive component. Therefore, as our net revenues increase, our compensation costs also rise or can be lower when net revenues decrease. In addition, our compensation costs reflect the increased investment in people as we expand geographically and create new funds.

In addition, certain professionals and selected other individuals have a profit sharing interest in the carried interest income earned in relation to our private equity, certain credit and real assets 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 assets 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 13 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, which vested over a period of five to six years and certain employees were granted RSUs, which vested over a period of typically six years. 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, placement fees, and general, administrative and other operating expenses. Interest expense consists primarily of interest related to the 2013 AMH Credit Facilities, the 2024 Senior Notes and the 2026 Senior Notes as discussed in note 9 to our condensed consolidated financial statements. Placement fees are incurred in connection with our capital raising activities. General, administrative and other expenses includes occupancy expense, depreciation and amortization, professional fees and costs related to travel, information technology and administration. Occupancy expense represents charges related to office leases and associated expenses, such as utilities and maintenance fees. Depreciation and amortization of fixed assets is normally calculated using the straight-line method over their estimated useful lives, ranging

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from two to sixteen years, taking into consideration any residual value. Leasehold improvements are amortized over the shorter of the useful life of the asset or the expected term of the lease. Intangible assets are amortized based on the future cash flows over the expected useful lives of the assets.

Other Income (Loss)

Net Gains (Losses) from Investment Activities. 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.

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 and other miscellaneous non-operating income and expenses.

Income Taxes. The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. federal income tax purposes. As a result, except as described below, the Apollo Operating Group has not been subject to U.S. income taxes. However, the U.S. entities, in some cases, are subject to NYC UBT, and non-U.S. entities, in some cases, are subject to non-U.S. corporate income taxes. In addition, certain consolidated entities are, or are treated as, corporations for U.S. and non-U.S. tax purposes and therefore subject to federal, state, local and foreign corporate income tax. The Company's provision for income taxes is accounted for in accordance with U.S. GAAP.

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

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

Non-Controlling Interests

For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. The Non-Controlling Interests relating to Apollo Global Management, LLC primarily include the 52.1% and 54.0% ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings as of June 30, 2017 and 2016, 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

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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.

Results of Operations

Below is a discussion of our condensed consolidated results of operations for the three and six months endedJune 30, 2017 and 2016. For additional analysis of the factors that affected our results at the segment level, see “—Segment Analysis” below:

	For the Three Months Ended June 30,						Amount Change			Percentage Change		For the Six Months Ended June 30,						Amount Change			Percentage Change
	2017			2016								2017			2016
Revenues:	(in thousands)											(in thousands)
Management fees from related parties	$	281,305		$	267,063		$	14,242		5.3	%	$	550,848		$	500,858		$	49,990		10.0	%
Advisory and transaction fees from related parties, net	23,629			64,899			(41,270		)	(63.6	)	38,696			72,898			(34,202		)	(46.9	)
Carried interest income from related parties	127,938			328,485			(200,547		)	(61.1	)	486,879			207,517			279,362			134.6
Total Revenues	432,872			660,447			(227,575		)	(34.5	)	1,076,423			781,273			295,150			37.8
Expenses:
Compensation and benefits:
Salary, bonus and benefits	105,545			100,188			5,357			5.3		207,158			197,422			9,736			4.9
Equity-based compensation	22,740			34,038			(11,298		)	(33.2	)	45,847			48,040			(2,193		)	(4.6	)
Profit sharing expense	58,059			127,220			(69,161		)	(54.4	)	202,383			89,615			112,768			125.8
Total compensation and benefits	186,344			261,446			(75,102		)	(28.7	)	455,388			335,077			120,311			35.9
Interest expense	13,195			9,800			3,395			34.6		26,194			17,673			8,521			48.2
General, administrative and other	59,729			70,088			(10,359		)	(14.8	)	121,769			128,719			(6,950		)	(5.4	)
Placement fees	5,258			2,064			3,194			154.7		7,163			3,828			3,335			87.1
Total Expenses	264,526			343,398			(78,872		)	(23.0	)	610,514			485,297			125,217			25.8
Other Income:
Net gains (losses) from investment activities	(513		)	89,010			(89,523		)	NM		34,004			32,541			1,463			4.5
Net gains from investment activities of consolidated variable interest entities	6,132			698			5,434			NM		10,240			2,017			8,223			407.7
Income from equity method investments	16,836			44,960			(28,124		)	(62.6	)	55,389			41,143			14,246			34.6
Interest income	622			1,296			(674		)	(52.0	)	1,425			1,881			(456		)	(24.2	)
Other income, net	742			778			(36		)	(4.6	)	19,389			525			18,864			NM
Total Other Income	23,819			136,742			(112,923		)	(82.6	)	120,447			78,107			42,340			54.2
Income before income tax (provision) benefit	192,165			453,791			(261,626		)	(57.7	)	586,356			374,083			212,273			56.7
Income tax (provision) benefit	777			(37,988		)	38,765			NM		(38,384		)	(32,841		)	(5,543		)	16.9
Net Income	192,942			415,803			(222,861		)	(53.6	)	547,972			341,242			206,730			60.6
Net income attributable to Non-Controlling Interests	(101,262		)	(241,711		)	140,449			(58.1	)	(311,096		)	(199,978		)	(111,118		)	55.6
Net Income Attributable to Apollo Global Management, LLC	$	91,680		$	174,092		$	(82,412	)	(47.3	)	$	236,876		$	141,264		$	95,612		67.7
Net income attributable to Preferred Shareholders	(4,772		)	—			(4,772		)	NM		(4,772		)	—			(4,772		)	NM
Net Income Attributable to AGM Common Shareholders	$	86,908		$	174,092		$	(87,184	)	(50.1	)%	$	232,104		$	141,264		$	90,840		64.3	%

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

Revenues

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

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Management fees from related parties increased by $14.2 million for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016. This change was primarily attributable to increased management fees earned with respect to Apollo European Principal Finance Fund III, L.P. (“EPF III") and Athene of $13.6 million and $8.4 million, respectively, offset by a decrease in management fees earned with respect to EPF II of $6.8 million. The increase was also driven by an increase in reimbursable expenses during the three months ended June 30, 2017 as compared to the same period during 2016.

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Advisory and transaction fees from related parties, net, decreased by $41.3 million for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016. This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies of $42.9 million during the three months ended June 30, 2017 as compared to the three months ended June 30, 2016.

Carried interest income from related parties decreased by $200.5 million for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016. This change was primarily attributable to decreased carried interest income earned from our private equity and credit funds of $170.0 million and $36.4 million, respectively, during the three months ended June 30, 2017 as compared to the same period in 2016. For additional details regarding changes in carried interest income in each segment, see “—Segment Analysis” below.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Management fees from related parties increased by $50.0 million for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016. This change was primarily attributable to increased management fees earned from EPF III, Athene and ANRP II of $22.6 million, $16.6 million, and $6.3 million, respectively, as well as modest increases across most of our other funds and investment vehicles. Management fees earned from EPF III and ANRP II increased as a result of capital raises that occurred after June 30, 2016.

Advisory and transaction fees from related parties, net, decreased by $34.2 million for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016. This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies of $33.7 million during the six months ended June 30, 2017 as compared to the same period during 2016.

Carried interest income from related parties increased by $279.4 million for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016. This change was primarily attributable to increased carried interest income earned from our private equity funds of $295.4 million, during the six months ended June 30, 2017 as compared to the same period in 2016. For additional details regarding changes in carried interest income in each segment, see “—Segment Analysis” below.

Expenses

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Compensation and benefits decreased by $75.1 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to a decrease in profit sharing expense of $69.2 million due to decreased carried interest income during the three months ended June 30, 2017, as compared to the same period in 2016. 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 $22.3 million and $13.0 million for the three months ended June 30, 2017 and 2016, respectively, related to a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company (referred to herein as the “Incentive Pool”). Allocations to participants in the Incentive Pool contain both a fixed component and a discretionary component, each of which may vary year to year. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period. See “—Profit Sharing Expense” in the Critical Accounting Policies section for an overview of the Incentive Pool.

Equity-based compensation decreased $11.3 million during the three months ended June 30, 2017, as compared to the same period in 2016 in relation to AHL Awards granted to the Company’s employees, which are liability awards that are marked to market on a quarterly basis (see note 11 to the condensed consolidated financial statements).

Interest expense increased $3.4 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016 as a result of the issuance of the 2026 Senior Notes in May 2016, as described in note 9 to our condensed consolidated financial statements.

General, administrative and other expenses decreased by $10.4 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016 primarily due to a decrease in professional fees during the three months ended June 30, 2017, as compared to the three months ended June 30, 2016.

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Placement fees increased by $3.2 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016 primarily as a result of placement fees related to the launch of EPF III of $3.6 million during the three months ended June 30, 2017. Placement fees are incurred in connection with raising capital for new and existing funds. The fees are normally payable to placement agents, who are third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Compensation and benefits increased by $120.3 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to an increase in profit sharing expense of $112.8 million due to increased carried interest income during the six months ended June 30, 2017, as compared to the same period in 2016. 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 $40.2 million and $31.5 million for the six months ended June 30, 2017 and 2016, respectively, related to the Incentive Pool. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period. See “—Profit Sharing Expense” in the Critical Accounting Policies section for an overview of the Incentive Pool.

Interest expense increased $8.5 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016 primarily as a result of the issuance of the 2026 Senior Notes in May 2016, as described in note 9 to our condensed consolidated financial statements.

General, administrative and other expense decreased by $7.0 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016 primarily as a result of decreased professional fees during the six months ended June 30, 2017, as compared to the same period in 2016.

Placement fees increased by $3.3 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016 as a result of placement fees related to the launch of EPF III of $4.9 million during the six months ended June 30, 2017.

Other Income (Loss)

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Net gains from investment activities decreased by $89.5 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to gains on the Company’s investment in Athene during the three months ended June 30, 2016. See note 5 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene.

Net gains from investment activities of consolidated VIEs increased by $5.4 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. See note 4 to the condensed consolidated financial statements for details regarding net gains from investment activities of consolidated VIEs.

Income from equity method investments decreased by $28.1 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily driven by decreases in the value of investments held by certain Apollo funds and other entities in which the Company has a direct interest, mainly with respect to AAA, Fund VII, ANRP II, and Apollo Energy Opportunity Fund, L.P. (“AEOF”) of $11.1 million, $4.9 million, $3.7 million and $2.8 million, respectively, during the three months ended June 30, 2017 as compared to the same period in 2016.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Net gains from investment activities of consolidated VIEs increased by $8.2 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. See note 4 to the condensed consolidated financial statements for details regarding net gains from investment activities of consolidated VIEs.

Income from equity method investments increased by $14.2 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily driven by increases in the value of investments held by certain Apollo funds and other entities in which the Company has a direct interest, mainly with respect to Fund VIII, AAA and

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AION of $8.0 million, $3.7 million and $3.0 million, respectively, during the six months ended June 30, 2017, as compared to the same period in 2016.

Other income, net increased by $18.9 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016 primarily attributable to insurance proceeds received during the six months ended June 30, 2017 in connection with fees and expenses relating to a legal proceeding.

Net Income Attributable to Non-Controlling Interests and Preferred Shareholders

For information related to net income attributable to Non-Controlling Interests and net income attributable to Preferred Shareholders, see note 12 to the condensed consolidated financial statements.

Income Tax Provision

The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. federal income tax purposes. As a result, only a portion of the income we earn is subject to corporate-level tax in the United States and foreign jurisdictions. The provision for income taxes includes federal, state and local income taxes in the United States and foreign income taxes.

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

The income tax benefit was $0.8 million for the three months ended June 30, 2017, as compared to an income tax provision of $38.0 million for the three months ended June 30, 2016. The decrease in the income tax provision was primarily due to an overall change in the mix of earnings when comparing the amount of earnings that are subject to corporate-level taxation to those earnings that are not subject to corporate-level tax as these earnings are passed through to Non-Controlling Interests and Class A shareholders. The provision for income taxes includes federal, state, local and foreign income taxes resulting in an effective income tax rate of (0.4)% and 8.4% for the three months ended June 30, 2017 and 2016, respectively. The most significant reconciling items between our U.S. federal statutory income tax rate and our effective income tax rate were due to the following: (i) income passed through to Non-Controlling Interests; (ii) income passed through to Class A shareholders; and (iii) state and local income taxes including NYC UBT (see note 8 to the condensed consolidated financial statements for further details regarding the Company’s income tax provision).

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

The income tax provision increased $5.5 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. The increase was primarily due to an overall change in the mix of earnings when comparing the amount of earnings that are subject to corporate-level taxation to those earnings that are not subject to corporate-level tax as these earnings are passed through to Non-Controlling Interests and Class A shareholders. The provision for income taxes includes federal, state, local and foreign income taxes resulting in an effective income tax rate of 6.5% and 8.8% for the six months ended June 30, 2017 and 2016, respectively. The most significant reconciling items between our U.S. federal statutory income tax rate and our effective income tax rate were due to the following: (i) income passed through to Non-Controlling Interests; (ii) income passed through to Class A shareholders; and (iii) state and local income taxes including NYC UBT (see note 8 to the condensed consolidated financial statements for further details regarding the Company’s income tax provision).

Segment Analysis

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

Our financial results vary, since 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.

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Private Equity

The following table sets forth our segment statement of operations information and our supplemental performance measure, EI, within our private equity segment for the three and six months endedJune 30, 2017 and 2016. Prior period financial data has been updated to conform to the current presentation.

	For the Three Months Ended June 30,						Total Change			Percentage Change		For the Six Months Ended June 30,						Total Change			Percentage Change
	2017			2016								2017			2016
	(in thousands)											(in thousands)
Private Equity:
Revenues:
Management fees from related parties	$	77,275		$	76,518		$	757		1.0	%	$	154,673		$	151,436		$	3,237		2.1	%
Advisory and transaction fees from related parties, net	19,302			58,301			(38,999		)	(66.9	)	31,074			61,014			(29,940		)	(49.1	)
Carried interest income from related parties:
Unrealized(1)	(98,372		)	207,845			(306,217		)	NM		65,247			61,510			3,737			6.1
Realized	136,497			266			136,231			NM		291,958			266			291,692			NM
Total carried interest income from related parties	38,125			208,111			(169,986		)	(81.7	)	357,205			61,776			295,429			478.2
Total Revenues	134,702			342,930			(208,228		)	(60.7	)	542,952			274,226			268,726			98.0
Expenses:
Compensation and benefits:
Salary, bonus and benefits	30,294			31,564			(1,270		)	(4.0	)	61,763			63,638			(1,875		)	(2.9	)
Equity-based compensation	7,704			6,765			939			13.9		14,799			14,150			649			4.6
Profit sharing expense:
Unrealized	(34,983		)	67,543			(102,526		)	NM		20,033			10,169			9,864			97.0
Realized	53,137			132			53,005			NM		128,389			132			128,257			NM
Realized: Equity-based	462			—			462			NM		462			—			462			NM
Total profit sharing expense	18,616			67,675			(49,059		)	(72.5	)	148,884			10,301			138,583			NM
Total compensation and benefits	56,614			106,004			(49,390		)	(46.6	)	225,446			88,089			137,357			155.9
Non-compensation expenses:
General, administrative and other	16,617			20,551			(3,934		)	(19.1	)	33,977			36,282			(2,305		)	(6.4	)
Placement fees	1,341			1,085			256			23.6		1,475			2,079			(604		)	(29.1	)
Total non-compensation expenses	17,958			21,636			(3,678		)	(17.0	)	35,452			38,361			(2,909		)	(7.6	)
Total Expenses	74,572			127,640			(53,068		)	(41.6	)	260,898			126,450			134,448			106.3
Other Income:
Income from equity method investments	10,348			31,410			(21,062		)	(67.1	)	42,076			25,927			16,149			62.3
Net gains (losses) from investment activities	(100		)	6,457			(6,557		)	NM		3,296			2,351			945			40.2
Net interest loss	(4,336		)	(3,252		)	(1,084		)	33.3		(8,578		)	(5,680		)	(2,898		)	51.0
Other income, net	781			341			440			129.0		18,571			217			18,354			NM
Total Other Income	6,693			34,956			(28,263		)	(80.9	)	55,365			22,815			32,550			142.7
Economic Income	$	66,823		$	250,246		$	(183,423	)	(73.3	)%	$	337,419		$	170,591		$	166,828		97.8	%

(1) Included in unrealized carried interest income (loss) from related parties for the six months endedJune 30, 2017 and 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 13 to our condensed consolidated financial statements for further detail regarding the general partner obligation.

Revenues

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Advisory and transaction fees from related parties, net decreased by $39.0 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies of $42.9 million during the three months ended June 30, 2017 as compared to the three months ended June 30, 2016.

Carried interest income from related parties decreased by $170.0 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to decreases in carried interest income earned from Fund VII, AAA/Other, ANRP I and Fund VIII of $85.0 million, $76.1 million, $50.7 million and $39.2 million, respectively. The decrease in carried interest income from Fund VII and ANRP I was primarily driven by depreciation in privately held portfolio companies in the natural resource sector. The decrease in the carried interest income earned from Fund VIII was primarily driven by the fund being in the “catch-up” phase during the three months ended June 30, 2016 where the Company

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earned a disproportionate share of carried interest (typically 80%) whereas for the three months ended June 30, 2017, the Company earned its typical 20% carried interest rate. The decrease in carried interest income earned from AAA/Other was primarily driven by gains on the Company’s investment in Athene during the three months ended June 30, 2016 which did not recur during the three months ended June 30, 2017. The decrease in carried interest income was partially offset by increases in carried interest income earned from Fund VI of $96.0 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. The increase in carried interest income from Fund VI was primarily driven by increased appreciation in publicly held portfolio companies during the three months ended June 30, 2017.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Management fees from related parties increased by $3.2 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016, primarily attributable to an increase in management fees earned with respect to ANRP II of $6.3 million. Management fees earned from ANRP II increased as a result of capital raises that occurred after June 30, 2016. This increase was partially offset by a decrease in management fees earned with respect to AION of $2.9 million during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016.

Advisory and transaction fees from related parties, net decreased by $29.9 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies of $33.7 million during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016.

Carried interest income from related parties increased by $295.4 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This increase was primarily attributable to increases in carried interest income earned from Fund VI and Fund VIII of $164.9 million and $114.7 million, respectively, during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016. The increase in carried interest income earned from Fund VI was primarily driven by appreciation in value in the fund’s public portfolio companies. The increase in carried interest income earned from Fund VIII was primarily driven by the fund being above its priority return threshold and the Company earning its full 20% carried interest rate for the six months ended June 30, 2017, whereas the Company did not earn its full 20% carried interest during the six months ended June 30, 2016 as the fund was below its priority return threshold for a portion of that period.

Expenses

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Compensation and benefits expense decreased by $49.4 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to a decrease in profit sharing expense of $49.1 million as a result of a corresponding decrease 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 that are generating carried interest in the period.

Included in profit sharing expense is $15.8 million related to the Incentive Pool for the three months ended June 30, 2017. There was no profit sharing expense related to the Incentive Pool for the three months ended June 30, 2016. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.

General, administrative and other decreased by $3.9 million during the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily driven by a decrease in professional fees during the three months ended June 30, 2017, as compared to the same period in 2016.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Compensation and benefits expense increased by $137.4 million for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016. This change was primarily attributable to an increase in profit sharing expense of $138.6 million 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 $31.2 million related to the Incentive Pool for the six months ended June 30, 2017. There was no profit sharing expense related to the Incentive Pool for the six months ended June 30, 2016. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.

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General, administrative and other decreased by $2.3 million during the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. The change was primarily driven by a decrease in professional fees during the six months ended June 30, 2017, as compared to the same period in 2016.

Other Income (Loss)

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Income from equity method investments decreased by $21.1 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to decreases in the income from Apollo’s equity ownership interest in AAA, Fund VII and ANRP II of $11.1 million, $4.9 million and $3.7 million, respectively, during the three months ended June 30, 2017, as compared to the three months ended June 30, 2016.

Net gains from investment activities decreased by $6.6 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016, due to gains on the Company’s investment in Athene during the three months ended June 30, 2016 which did not recur during the three months ended June 30, 2017. See note 5 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene.

Net interest loss increased by $1.1 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016, primarily due to additional interest expense incurred during the three months ended June 30, 2017 primarily as a result of the issuance of the 2026 Senior Notes in May 2016, as described in note 9 to our condensed consolidated financial statements.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Income from equity method investments increased by $16.1 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016 driven by increases in income from Apollo’s equity ownership interest in Fund VIII, AAA and AION of $8.0 million, $3.7 million and $3.0 million, respectively, during the six months ended June 30, 2017, as compared to the same period in 2016.

Net interest loss increased by $2.9 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016, primarily due to additional interest expense incurred during the six months ended June 30, 2017 primarily as a result of the issuance of the 2026 Senior Notes in May 2016, as described in note 9 to our condensed consolidated financial statements.

Other income, net increased by $18.6 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016, primarily attributable to insurance proceeds received during the six months ended June 30, 2017 in connection with fees and expenses relating to a legal proceeding.

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Credit

The following table sets forth segment statement of operations information and EI within our credit segment for the three and six months endedJune 30, 2017 and 2016. Prior period financial data has been updated to conform to the current presentation.

	For the Three Months Ended June 30,						Total Change			Percentage Change		For the Six Months Ended June 30,						Total Change			Percentage Change
	2017			2016								2017			2016
	(in thousands)											(in thousands)
Credit:
Revenues:
Management fees from related parties	$	169,856		$	151,252		$	18,604		12.3	%	$	328,198		$	293,763		$	34,435		11.7	%
Advisory and transaction fees from related parties, net	3,709			3,036			673			22.2		6,265			7,446			(1,181		)	(15.9	)
Carried interest income from related parties:
Unrealized(1)	26,921			80,397			(53,476		)	(66.5	)	33,243			59,218			(25,975		)	(43.9	)
Realized	57,119			40,046			17,073			42.6		88,055			85,198			2,857			3.4
Total carried interest income from related parties	84,040			120,443			(36,403		)	(30.2	)	121,298			144,416			(23,118		)	(16.0	)
Total Revenues	257,605			274,731			(17,126		)	(6.2	)	455,761			445,625			10,136			2.3
Expenses:
Compensation and benefits:
Salary, bonus and benefits	59,244			54,709			4,535			8.3		114,126			106,321			7,805			7.3
Equity-based compensation	9,228			8,300			928			11.2		18,330			16,860			1,470			8.7
Profit sharing expense:
Unrealized	12,927			33,954			(21,027		)	(61.9	)	15,142			24,817			(9,675		)	(39.0	)
Realized	23,080			23,215			(135		)	(0.6	)	36,525			53,776			(17,251		)	(32.1	)
Realized: Equity-based	582			—			582			NM		869			—			869			NM
Total profit sharing expense	36,589			57,169			(20,580		)	(36.0	)	52,536			78,593			(26,057		)	(33.2	)
Total compensation and benefits	105,061			120,178			(15,117		)	(12.6	)	184,992			201,774			(16,782		)	(8.3	)
Non-compensation expenses
General, administrative and other	31,760			35,546			(3,786		)	(10.7	)	63,850			66,032			(2,182		)	(3.3	)
Placement fees	3,918			683			3,235			473.6		5,688			1,390			4,298			309.2
Total non-compensation expenses	35,678			36,229			(551		)	(1.5	)	69,538			67,422			2,116			3.1
Total Expenses	140,739			156,407			(15,668		)	(10.0	)	254,530			269,196			(14,666		)	(5.4	)
Other Income (Loss):
Income from equity method investments	5,856			12,940			(7,084		)	(54.7	)	12,339			13,788			(1,449		)	(10.5	)
Net gains (losses) from investment activities	(299		)	82,041			(82,340		)	NM		30,795			29,648			1,147			3.9
Net interest loss	(6,484		)	(4,715		)	(1,769		)	37.5		(13,006		)	(8,370		)	(4,636		)	55.4
Other income (loss), net	(241		)	(127		)	(114		)	89.8		570			(535		)	1,105			NM
Total Other Income (Loss)	(1,168		)	90,139			(91,307		)	NM		30,698			34,531			(3,833		)	(11.1	)
Non-Controlling Interest	(559		)	(2,175		)	1,616			(74.3	)	(1,493		)	(4,560		)	3,067			(67.3	)
Economic Income	$	115,139		$	206,288		$	(91,149	)	(44.2	)%	$	230,436		$	206,400		$	24,036		11.6	%

(1) Included in unrealized carried interest income (loss) from related parties for the six months endedJune 30, 2017 and 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 13 to our condensed consolidated financial statements for further detail regarding the general partner obligation.

Revenues

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Management fees from related parties increased by $18.6 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to increases in management fees earned from EPF III and Athene of $13.6 million and $8.4 million, respectively, offset by a decrease in management fees earned from EPF II of $6.8 million during the three months ended June 30, 2017, as compared to the same period during 2016.

Carried interest income from related parties decreased by $36.4 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to decreases in carried interest income earned from Apollo Credit Master Fund Ltd and EPF II of $15.5 million and $14.3 million, respectively, during the three months ended June 30, 2017, as compared to the same period in 2016.

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The decrease in carried interest income related to Apollo Credit Master Fund Ltd. was due to under-performance relative to the fund’s hurdle rate during the three months ended June 30, 2017, as compared to the same period in 2016 as a result of lower appreciation on investments in the food, beverage and tobacco and energy sectors during the three months ended June 30, 2017. The decrease in carried interest income from EPF II was primarily attributable to decreased appreciation of European and UK hotel assets and German commercial real estate investments in the fund’s portfolio for the three months ended June 30, 2017 as compared to the same period in 2016.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Management fees from related parties increased by $34.4 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to increases in management fees earned from EPF III, Athene, Apollo Total Return Fund LP and SCRF III of $22.6 million, $16.6 million, $3.7 million and $3.5 million, respectively. Management fees earned from EPF III increased as a result of capital raises that occurred after June 30, 2016. These increases were partially offset by a decrease in management fees earned from EPF II of $12.1 million during the six months ended June 30, 2017, as compared to the same period during 2016, primarily resulting from a step down in fee basis from committed capital to invested capital during the six months ended June 30, 2017.

Carried interest income from related parties decreased by $23.1 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to a decrease in carried interest income earned from Apollo Credit Master Fund Ltd of $19.0 million due to under-performance relative to the fund’s hurdle rate during the six months ended June 30, 2017, as compared to the same period in 2016 as a result of lower appreciation on investments in the energy sector during the six months ended June 30, 2017.

Expenses

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Compensation and benefits expense decreased by $15.1 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily due to decreases in profit sharing expense of $20.6 million, offset by increases in salary, bonus and benefits of $4.5 million during the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. Profit sharing expense decreased as a result of a corresponding decrease 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 $6.1 million and $13.0 million related to the Incentive Pool for the three months ended June 30, 2017 and 2016, 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.

General, administrative and other decreased by $3.8 million during the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. The change was primarily driven by a decrease in professional fees for the three months ended June 30, 2017, as compared to the same period in 2016.

Placement fees increased by $3.2 million during the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily driven by placement fees incurred in connection with capital raising activity relating to EPF III of $3.6 million during the three months ended June 30, 2017.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Compensation and benefits expense decreased by $16.8 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to a decrease in profit sharing expense of $26.1 million during the six months ended June 30, 2017, as compared to the six months ended June 30, 2016 as a result of a corresponding decrease 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. The decrease in profit sharing expense was partially offset by an increase in salary, bonus and benefits of $7.8 million during the six months ended June 30, 2017, as compared to the six months ended June 30, 2016 primarily due to an increase in headcount.

Included in profit sharing expense is $8.6 million and $29.9 million related to the Incentive Pool for the six months ended June 30, 2017 and 2016, 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.

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General, administrative and other decreased by $2.2 million during the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. The change was primarily driven by a decrease in professional fees during the six months ended June 30, 2017, as compared to the same period in 2016.

Placement fees increased by $4.3 million during the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily driven by placement fees incurred in connection with capital raising activity relating to EPF III of $4.9 million during the six months ended June 30, 2017.

Other Income

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Income from equity method investments decreased by $7.1 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was driven by a decrease in income from Apollo’s equity ownership interest in AEOF, COF III and EPF II of $2.8 million, $1.4 million and $1.1 million, respectively, during the three months ended June 30, 2017, as compared to the same period during 2016.

Net gains from investment activities decreased by $82.3 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. The decrease was primarily attributable to gains on the Company’s investment in Athene during the three months ended June 30, 2016, which did not recur during the three months ended June 30, 2017. See note 5 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene.

Net interest loss increased by $1.8 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016, primarily due to additional interest expense incurred during the three months ended June 30, 2017 primarily as a result of the issuance of the 2026 Senior Notes in May 2016, as described in note 9 to our condensed consolidated financial statements.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Income from equity method investments decreased by $1.4 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily driven by a decrease in income from Apollo’s equity ownership interest in AEOF of $3.8 million, partially offset by an increase in income from Apollo’s equity ownership interest in MidCap of $2.8 million during the six months ended June 30, 2017, as compared to the same period in 2016.

Net interest loss increased by $4.6 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016, primarily due to additional interest expense incurred during the six months ended June 30, 2017 primarily as a result of the issuance of the 2026 Senior Notes in May 2016, as described in note 9 to our condensed consolidated financial statements.

Non-Controlling Interests

For information related to Non-Controlling Interests, see note 12 to the condensed consolidated financial statements for further details.

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Real Assets

The following table sets forth our segment statement of operations information and EI within our real assets segment for the three and six months endedJune 30, 2017 and 2016. Prior period financial data has been updated to conform to the current presentation.

	For the Three Months Ended June 30,						Total Change			Percentage Change		For the Six Months Ended June 30,						Total Change			Percentage Change
	2017			2016								2017			2016
	(in thousands)											(in thousands)
Real Assets:
Revenues:
Management fees from related parties	$	19,777		$	13,863		$	5,914		42.7	%	$	36,090		$	27,367		$	8,723		31.9	%
Advisory and transaction fees from related parties, net	618			3,562			(2,944		)	(82.7	)	1,357			4,438			(3,081		)	(69.4	)
Carried interest income (loss) from related parties:
Unrealized	926			(1,737		)	2,663			NM		3,530			(5,114		)	8,644			NM
Realized	5,175			1,668			3,507			210.3		5,239			6,439			(1,200		)	(18.6	)
Total carried interest income (loss) from related parties	6,101			(69		)	6,170			NM		8,769			1,325			7,444			NM
Total Revenues	26,496			17,356			9,140			52.7		46,216			33,130			13,086			39.5
Expenses:
Compensation and benefits:
Salary, bonus and benefits	9,022			8,249			773			9.4		17,392			16,933			459			2.7
Equity-based compensation	634			657			(23		)	(3.5	)	1,182			1,432			(250		)	(17.5	)
Profit sharing expense:
Unrealized	(70		)	(661		)	591			(89.4	)	1,964			(1,832		)	3,796			NM
Realized	2,866			550			2,316			421.1		2,892			4,178			(1,286		)	(30.8	)
Total profit sharing expense	2,796			(111		)	2,907			NM		4,856			2,346			2,510			107.0
Total compensation and benefits	12,452			8,795			3,657			41.6		23,430			20,711			2,719			13.1
Non-compensation expenses:
General, administrative and other	5,297			5,421			(124		)	(2.3	)	9,779			11,565			(1,786		)	(15.4	)
Placement fees	—			21			(21		)	(100.0	)	—			21			(21		)	(100.0	)
Total non-compensation expenses	5,297			5,442			(145		)	(2.7	)	9,779			11,586			(1,807		)	(15.6	)
Total Expenses	17,749			14,237			3,512			24.7		33,209			32,297			912			2.8
Other Income (Loss):
Income from equity method investments	1,015			356			659			185.1		2,018			1,132			886			78.3
Net interest loss	(1,247		)	(919		)	(328		)	35.7		(2,471		)	(1,727		)	(744		)	43.1
Other income, net	240			44			196			445.5		303			15			288			NM
Total Other Income (Loss)	8			(519		)	527			NM		(150		)	(580		)	430			(74.1	)
Economic Income	$	8,755		$	2,600		$	6,155		236.7	%	$	12,857		$	253		$	12,604		NM

Revenues

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Management fees from related parties increased by $5.9 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to increases in management fees earned with respect to ARI and Apollo Asia Real Estate Fund, L.P. (“Asia RE Fund”) of $3.0 million and $1.6 million, respectively, during the three months ended June 30, 2017, as compared to the same period during 2016.

Advisory and transaction fees from related parties, net, decreased by $2.9 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to decreases in net advisory and transaction fees earned with respect to AGRE Debt Fund I, L.P. (“AGRE Debt Fund I”) of $2.7 million, during the three months ended June 30, 2017, as compared to the same period during 2016.

Carried interest income from related parties increased by $6.2 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to increases in carried interest income earned from U.S. RE Fund II of $3.4 million. The increase in carried interest income earned from U.S. RE Fund II is primarily due to strong operating performance across many of the fund’s underlying properties and appreciation of several real estate investments during the three months ended June 30, 2017.

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Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Management fees from related parties increased by $8.7 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to increases in management fees earned with respect to ARI and Asia RE Fund of $4.7 million and $2.1, respectively, during the six months ended June 30, 2017, as compared to the six months ended June 30, 2016.

Advisory and transaction fees from related parties, net, decreased by $3.1 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to decreases in net advisory and transaction fees earned with respect to AGRE Debt Fund I of $2.5 million.

Carried interest income from related parties increased by $7.4 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to an increase in carried interest income earned from U.S. RE Fund II of $6.0 million during the six months ended June 30, 2017, as compared to the same period during 2016. The increase in carried interest income earned from U.S. RE Fund II was primarily due to strong operating performance across many of the fund’s underlying properties and appreciation of several real estate investments during the six months ended June 30, 2017.

Expenses

Three Months EndedJune 30, 2017 Compared to Three Months EndedJune 30, 2016

Compensation and benefits increased by $3.7 million for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This change was primarily attributable to an increase in profit sharing expense of $2.9 million during the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 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 $0.4 million related to the Incentive Pool for the three months ended June 30, 2017. There was no profit sharing expense related to the Incentive Pool for the three months ended June 30, 2016. 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.

Six Months EndedJune 30, 2017 Compared to Six Months EndedJune 30, 2016

Compensation and benefits increased by $2.7 million for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to an increase in profit sharing expense of $2.5 million during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 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 $0.4 million and $1.7 million related to the Incentive Pool for the six months ended June 30, 2017 and 2016, 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.

General, administrative and other decreased by $1.8 million during the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This change was primarily attributable to a decrease in professional fees during the six months ended June 30, 2017 as compared to the same period in 2016, as well as new fund organizational expenses related to U.S. RE Fund II incurred during the six months ended June 30, 2016.

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Summary of Fee Related Earnings

The following table is a summary of Fee Related Earnings for the three and six months endedJune 30, 2017 and 2016.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017				2016
	(in thousands)
Management Fees	$	266,908		$	241,633		$	518,961			$	472,566
Advisory and Transaction Fees from Related Parties, net	23,629			64,899			38,696				72,898
Carried Interest Income from Related Parties(1)	5,737			6,292			6,463				15,209
Salary, Bonus and Benefits	(98,560		)	(94,522		)	(193,281		)		(186,892		)
Non-compensation Expenses	(58,933		)	(63,307		)	(114,769		)		(117,369		)
Other Income attributable to Fee Related Earnings	2,242			302			20,362			(2)	74
Non-Controlling Interest	(559		)	(2,175		)	(1,493		)		(4,560		)
Fee Related Earnings	$	140,464		$	153,122		$	274,939			$	251,926

(1) Represents carried interest income earned from a publicly traded business development company we manage.

(2) Includes $17.5 million in insurance proceeds received in connection with fees and expenses relating to a legal proceeding.

Summary of Distributable Earnings

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 and six months endedJune 30, 2017 and 2016.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
	(in thousands, except per share data)
Distributable Earnings	$	257,706		$	164,315		$	497,311		$	269,070
Taxes and related payables(2)	(6,724		)	(2,968		)	(13,072		)	(5,241		)
Preferred distributions	(4,772		)	—			(4,772		)	—
Distributable Earnings After Taxes and Related Payables	246,210			161,347			479,467			263,829
Add back: Tax and related payables attributable to common and equivalents	4,825			4			9,385			6
Distributable Earnings before certain payables(3)	251,035			161,351			488,852			263,835
Percent to common and equivalents	49		%	47		%	49		%	47		%
Distributable Earnings before other payables attributable to common and equivalents	122,265			75,770			238,093			123,871
Less: Taxes and related payables attributable to common and equivalents	(4,825		)	(4		)	(9,385		)	(6		)
Distributable Earnings attributable to common and equivalents	$	117,440		$	75,766		$	228,708		$	123,865
Distributable Earnings per share of common and equivalent(4)	$	0.60		$	0.40		$	1.17		$	0.65
Retained capital per share of common and equivalent(4)(5)	(0.08		)	(0.03		)	(0.16		)	(0.03		)
Net distribution per share of common and equivalent(4)	$	0.52		$	0.37		$	1.01		$	0.62

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

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

(3) 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.

(4) Per share calculations are based on end of period Distributable Earnings Shares Outstanding, which consists of total Class A shares outstanding and RSUs that participate in distributions (collectively referred to as “common & equivalents”).

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

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Summary of Non-U.S. GAAP Measures

The table below sets forth a reconciliation of net income attributable Apollo Global Management, LLC Class A Shareholders to our non-U.S. GAAP performance measures for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
	(in thousands)
Net Income Attributable to Apollo Global Management, LLC Class A Shareholders	$	86,908		$	174,092		$	232,104		$	141,264
Preferred distributions	4,772			—			4,772			—
Net income attributable to Non-Controlling Interests in consolidated entities	4,535			2,078			7,919			4,113
Net income attributable to Non-Controlling Interests in the Apollo Operating Group	96,727			239,633			303,177			195,865
Net Income	$	192,942		$	415,803		$	547,972		$	341,242
Income tax provision (benefit)	(777		)	37,988			38,384			32,841
Income Before Income Tax Provision (Benefit)	$	192,165		$	453,791		$	586,356		$	374,083
Transaction-related charges and equity-based compensation	3,087			7,421			2,275			7,274
Net income attributable to Non-Controlling Interests in consolidated entities	(4,535		)	(2,078		)	(7,919		)	(4,113		)
Economic Income(1)	$	190,717		$	459,134		$	580,712		$	377,244
Income tax provision on Economic Income	(2,397		)	(64,283		)	(60,769		)	(55,357		)
Preferred distributions	(4,772		)	—			(4,772		)	—
Economic Net Income	$	183,548		$	394,851		$	515,171		$	321,887
Preferred distributions	4,772			—			4,772			—
Income tax provision on Economic Income	2,397			64,283			60,769			55,357
Carried interest income from related parties(2)	(122,529		)	(322,193		)	(480,809		)	(192,308		)
Profit sharing expense	58,001			124,733			206,276			91,240
Equity-based compensation(3)	17,566			15,722			34,311			32,442
Income from equity method investments	(17,219		)	(44,706		)	(56,433		)	(40,847		)
Net gains from investment activities	399			(88,498		)	(34,091		)	(31,999		)
Net interest loss	12,067			8,886			24,055			15,777
Other	1,462			44			918			377
Fee Related Earnings	$	140,464		$	153,122		$	274,939		$	251,926
Depreciation, amortization and other, net	2,522			2,516			5,035			5,097
Fee Related EBITDA	$	142,986		$	155,638		$	279,974		$	257,023
Net realized carried interest income(1)	113,971			11,791			210,983			18,608
Fee Related EBITDA + 100% of Net Realized Carried Interest	$	256,957		$	167,429		$	490,957		$	275,631
Non-cash revenues	(842		)	(843		)	(1,685		)	(1,685		)
Realized income from equity method investments	13,658			6,891			32,094			11,240
Net interest loss	(12,067		)	(8,886		)	(24,055		)	(15,777		)
Other	—			(276		)	—			(339		)
Distributable Earnings	$	257,706		$	164,315		$	497,311		$	269,070
Taxes and related payables	(6,724		)	(2,968		)	(13,072		)	(5,241		)
Preferred distributions	(4,772		)	—			(4,772		)	—
Distributable Earnings After Taxes and Related Payables	$	246,210		$	161,347		$	479,467		$	263,829

(1) See note 15 for more details regarding Economic Income for the combined segments.

(2) Excludes carried interest income from a publicly traded business development company we manage.

(3) Includes equity-based compensation related to RSUs (excluding RSUs granted in connection with the 2007 private placement), share options and restricted share awards.

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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 reflect 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 six months endedJune 30, 2017 and 2016 are summarized and discussed within the table and corresponding commentary below:

	For the Six Months Ended June 30,
	2017			2016
	(in thousands)
Operating Activities	$	416,561		$	302,178
Investing Activities	(18,743		)	(121,905		)
Financing Activities	(131,005		)	66,401
Net Increase in Cash and Cash Equivalents	$	266,813		$	246,674

Operating Activities

Our net cash provided by operating activities was $416.6 million and $302.2 million during the six months endedJune 30, 2017 and 2016, respectively. These amounts were primarily driven by:

• net income of $548.0 million and $341.2 million during the six months endedJune 30, 2017 and 2016, respectively, as well as non-cash adjustments, net of $(1.0) million and $1.9 million, respectively;

• a net increase in our carried interest receivable of $(18.1) million and $(171.8) million during the six months endedJune 30, 2017 and 2016, respectively, due to a change in the fair value of our funds that generate carried interest of $453.5 million and $251.0 million during the six months endedJune 30, 2017 and 2016, respectively, offset by fund distributions to the Company of $440.3 million and $79.1 million during the six months endedJune 30, 2017 and 2016, respectively;

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• purchases of investments held by consolidated VIEs in the amount of $324.2 million and $298.7 million, offset by proceeds from sales of investments held by consolidated VIEs in the amount of $280.7 million and $277.8 million during the six months endedJune 30, 2017 and 2016, respectively;

• a net decrease in changes to other assets and other liabilities of consolidated VIEs in the amount of $14.5 million and $9.7 million during the six months endedJune 30, 2017 and 2016, respectively;

• a net increase in due from related parties in the amount of $41.6 million and $42.1 million during the six months endedJune 30, 2017 and 2016, respectively;

• a net (decrease) increase in due to related parties in the amount of $(37.3) million and $33.6 million during the six months endedJune 30, 2017 and 2016, respectively;

• a net increase in accrued compensation and benefits in the amount of $44.8 million and $30.5 million during the six months endedJune 30, 2017 and 2016, respectively;

• a net increase in cash held at consolidated VIEs of $0.1 million and $28.6 million during the six months endedJune 30, 2017 and 2016, respectively;

• payments made towards the satisfaction of our contingent obligations of $16.8 million during the six months ended June 30, 2017;

• proceeds from sale of investments held by consolidated VIEs in the amount of $280.7 million and $277.8 million during the six months endedJune 30, 2017 and 2016, respectively;

• a net decrease in deferred revenue in the amount of $57.1 million and $17.7 million during the six months endedJune 30, 2017 and 2016, respectively; and

• a net increase in our profit sharing payable of $51.1 million and $91.5 million during the six months endedJune 30, 2017 and 2016, respectively, due to profit sharing expense of $195.2 million and $113.5 million during the six months endedJune 30, 2017 and 2016, respectively, offset by payments of $163.4 million and $30.6 million during the six months endedJune 30, 2017 and 2016, respectively.

Investing Activities

Our net cash used in investing activities was $(18.7) million and $(121.9) million during the six months endedJune 30, 2017 and 2016, respectively. These amounts were primarily driven by:

• net cash contributions to our equity method investments of $21.2 million and $74.4 million during the six months endedJune 30, 2017 and 2016, respectively;

• purchases of fixed assets of $3.6 million and $3.7 million during the six months endedJune 30, 2017 and 2016, respectively;

• issuance of related party loans of $5.8 million offset by repayment of related party loans of $17.7 million during the six months ended June 30, 2017; and

• purchases of investments in the amount of $4.7 million and $44.2 million during the six months endedJune 30, 2017 and 2016, respectively.

Financing Activities

Our net cash (used in) provided by financing activities was $(131.0) million and $66.4 million during the six months endedJune 30, 2017 and 2016, respectively. These amounts were primarily driven by:

• cash received, net of issuance costs, in connection with the issuance of Preferred shares of $264.4 million during the six months ended June 30, 2017;

• cash distributions paid to our Class A shareholders of $184.8 million and $101.3 million, during the six months endedJune 30, 2017 and 2016, respectively;

• cash distributions paid to the Non-Controlling Interest holders in the Apollo Operating Group of $220.4 million and $114.5 million during the six months endedJune 30, 2017 and 2016, respectively;

• cash contributions from Non-Controlling Interest holders in consolidated VIEs of $33.3 million and $12.9 million during the six months endedJune 30, 2017 and 2016, respectively;

• cash used for purchases of Class A shares of $7.3 million and $13.0 million during the six months endedJune 30, 2017 and 2016, respectively;

• net distributions related to issuances of Class A shares in settlement of RSUs of $24.3 million and $29.6 million during the six months endedJune 30, 2017 and 2016, respectively;

• issuance of debt of consolidated VIEs of $474.2 million offset by repayments of debt of consolidated VIEs of $441.6 million during the six months ended June 30, 2017; and

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• issuance of debt of $532.7 million offset by repayments of debt of $200.0 million during the six months ended June 30, 2016.

Distributions

In addition to other distributions such as payments pursuant to the tax receivable agreement, see note 13 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 2017 and 2016.

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 June 30, 2017, Fund VII’s and Fund VI’s remaining investments and escrow cash were valued at 99% and 93% 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 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 June 30, 2017, the Company had reduced fees charged to CalPERS on the funds it manages by approximately $105.2 million.

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 plan 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. See note 12 to the condensed consolidated financial statements for further information regarding the Company’s share repurchase program and net share settlement during the three and six months endedJune 30, 2017 and 2016.

On March 11, 2016, it was announced that Apollo intended to embark on a program to purchase $50 million of AINV’s common stock, subject to certain regulatory approvals. Under the program, shares may be purchased from time to time in open market transactions and in accordance with applicable law. As of June 30, 2017, Apollo had purchased approximately 871 thousand shares, or approximately $4.9 million of AINV’s common stock.

On April 14, 2017, Apollo made an unfunded commitment to AGER, a strategic platform established by Apollo and Athene to acquire or reinsure blocks of insurance business in the German and broader European life insurance market. The unfunded commitment of €125 million to purchase new Class B-1 equity interests in AGER during the commitment period may be reduced to the extent that certain employees, officers, directors and advisors of the Company, AGER, Apollo and/or their respective affiliates hereafter commit to purchase from AGER more than €25 million of new equity interests in AGER. Apollo further committed to

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purchase new Class C-1 equity interests in AGER on the closing date that represent a profits interest in AGER which, upon meeting certain vesting triggers, will be convertible by Apollo into additional Class B-1 equity interests in AGER. Apollo and Athene will be minority investors in AGER and long term strategic partners with aggregate voting powers of 35% and 10%, respectively. For more information regarding unfunded general partner commitments, see “—Contractual Obligations, Commitments and Contingencies”.

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.

The Company has future debt obligations. See note 9 to the condensed consolidated financial statements for further information regarding the Company’s debt arrangements.

On March 7, 2017, Apollo issued 11,000,0006.375% Series A Preferred shares (the “Preferred shares”) for gross proceeds of $275.0 million, or $264.4 million net of issuance costs. See note 12 to the condensed consolidated financial statements for further information regarding the Company’s Preferred shares.

On August 2, 2017, the Company declared a cash distribution of $0.52 per Class A share, which will be paid on August 31, 2017 to holders of record on August 22, 2017. Also, the Company declared a cash distribution of $0.398438 per Preferred share, which will be paid on September 15, 2017 to holders of record on September 1, 2017.

Investment Management Agreements - Athene Asset Management

Apollo, through its consolidated subsidiary, AAM, provides asset management services to Athene, including asset allocation services, direct asset management services, asset and liability matching management, mergers and acquisitions, asset diligence, hedging and other asset management services and receives management fees for providing these services. As of June 30, 2017, AAM managed $71.4 billion of AUM in the Athene Accounts.

On March 15, 2017, the Company and Athene announced an agreement to amend certain fee arrangements relating to investment management fees and sub-advisory fees that are paid by Athene to the Company. More specifically, the Company and Athene entered into a revised fee agreement, which provides for, among other things, a fee of 0.30% per year (reduced from 0.40% per year) on all assets that the Company manages in accounts owned by Athene in the U.S. and Bermuda or in accounts supporting reinsurance ceded to U.S. and Bermuda subsidiaries of Athene Holding by third-party insurers (the “North American Accounts”) in excess of $65.846 billion (the level of assets in the North America Accounts as of December 31, 2016). The Company’s fee on the first $65.846 billion of assets in the North America Accounts remains 0.40% per year, subject to certain discounts and exceptions. The amendments to the investment management fees and sub-advisory fees were effective retroactive to January 1, 2017.

In addition, the Company and Athene also agreed to amend the sub-advisory fee agreements they have in place whereby, with limited exceptions, the Company will earn 0.40% per year on assets in the North American Accounts explicitly sub-advised by the Company up to $10 billion, 0.35% per year on assets in such accounts explicitly sub-advised by the Company in excess of $10 billion up to $12.4 billion (the level of fee-paying sub-advised assets in the North American Accounts at December 31, 2016), 0.40% per year on assets in such accounts explicitly sub-advised by the Company in excess of $12.4 billion up to $16 billion and 0.35% per year on assets in such accounts explicitly sub-advised by the Company in excess of $16 billion.

AAM discounts certain fees due from Athene. For the total dollar amount of all liabilities sourced through Athene’s organic distribution channels during 2016 in excess of $5.1 billion (subject to certain exceptions, “Excess Liabilities”), AAM agreed to discount fees as follows:

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• During 2016, a discount of 0.40% per annum multiplied by such Excess Liabilities. The 2016 discount relating to such Excess Liabilities was intended to reasonably approximate a full discount of the AAM fee on the assets relating to such Excess Liabilities during the remainder of the 2016 calendar year.

• For 2017, a discount of 0.20% per annum multiplied by such Excess Liabilities, resulting in a reasonable approximation of a 0.20% fee on the assets relating to such Excess Liabilities during the 2017 calendar year.

• For 2018 and thereafter, a discount of 0.075% per annum, resulting in a reasonable approximation of a 0.325% fee on the assets relating to such Excess Liabilities during the 2018 calendar year and thereafter.

Investment Advisory Agreement - AAME

Apollo, through AAME, provides investment advisory services to Athene and receives a gross fee of 0.10% per annum on the Athene assets it advises and 0.35% per annum on assets in European Accounts that are sub-advised by AAME, with certain limited exceptions.As of June 30, 2017, AAME provided investment advisory services with respect to $4.2 billion of AUM in the Athene Accounts, of which $1.0 billion is sub-advised by the Company.

Sub-Advisory Agreement and Fund Investments

Apollo provides sub-advisory services with respect to a portion of the assets in the Athene Accounts, pursuant to a master sub-advisory agreement among AAM and certain other Apollo subsidiaries. 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” AUM 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 June 30, 2017, the Athene Sub-Advised AUM totaled $17.5 billion, of which $2.8 billion was Athene Assets Directly Invested.

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 fee 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 AAM on the portion of these assets that it manages and the gross fee of 0.10% per annum paid to AAME on the portion of these assets that it advises.

The Company refers to the portion of the AUM in the Athene Accounts that is not Athene Sub-Advised AUM as “Athene Non-Sub-Advised” AUM. Accordingly, as of June 30, 2017, Athene Non-Sub-Advised AUM totaled $54.9 billion. The Company refers to the portion of the AUM related to AGER that is not sub-advised by Apollo or invested in funds and or investment vehicles managed by Apollo as “AGER Non-Sub-Advised” AUM. AGER Non-Sub-Advised AUM includes $4.2 billion of Athene AUM for which AAME provides investment advisory services. Apollo incurs all expenses associated with its 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 (other than shares distributed to AAA in payment of carried interest to be sold for cash) 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. Apollo may elect to receive payment of carried interest in cash or in common shares of Athene Holding (valued at the then fair market value); and if Apollo elects to receive payment of such carried interest in cash, then common shares of Athene Holding shall be distributed to Apollo and immediately sold by Apollo to pay for such carried interest in cash. On March 16, 2017 and May 22, 2017, AAA announced a conditional distribution of freely tradeable common shares of Athene to its unitholders. The distribution was conditioned upon the pricing of an underwritten follow-on secondary offering of Class A common shares of Athene Holding. On March 28, 2017 and June 6, 2017, Athene announced the base follow-on offering size of 27.5 million shares and 16.2 million shares of Athene Holding, respectively, at a price of $48.50 per share and $49.00 per share, respectively. The March and May offerings were subsequently increased to 31.6 million and 18.6 million shares of Athene Holding, respectively, after the underwriters’ exercise of a 15% over-allotment option.

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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 Company assesses all entities with which it is involved for consolidation on a case by case basis depending on the specific facts and circumstances surrounding each entity. Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity. Apollo factors in all economic interests including proportionate interests through related parties, to determine if such interests are to be considered a variable interest. As Apollo’s interest in many of these entities is solely through market rate 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 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 VOEs under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.

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

 Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that

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could potentially be significant to the VIE. If Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will still be deemed to be the primary beneficiary if it is the party within the related party group that is most closely associated with the VIE. If Apollo and its related parties not under common control in the aggregate have a controlling financial interest in a VIE, then Apollo is deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo. Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, related parties of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.

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

Revenue Recognition

Carried Interest Income (Loss) from Related Parties. 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 assets funds.

Management Fees from Related Parties. 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 assets funds are generally based on a specific percentage of the funds’ stockholders’ equity or committed or net invested capital or the capital accounts of the limited partners. See “Investments, at Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments in our private equity, credit and real assets funds.

Investments, at Fair Value

On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles managed

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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. Enterprise value as a multiple of EBITDA is common and relevant for most companies and industries, however, other industry specific multiples are employed where available and appropriate.Sources for gaining additional knowledge related to comparable companies include public filings, annual reports, analyst research reports, and press releases. Once a comparable company set is determined, we review certain aspects of the subject company’s performance and determine how its performance compares to the group and to certain individuals in the group. We compare certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios and growth opportunities. In addition, we compare our entry multiple and its relation to the comparable set at the time of acquisition to understand its relation to the comparable set on each measurement date.

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

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

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

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

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Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

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

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

The fair values of the investments in our funds can be impacted by changes to the assumptions used in the underlying valuation models. For further discussion on the impact of changes to valuation assumptions see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Sensitivity” in our 2016 Annual Report. There have been no material changes to the valuation approaches utilized during the periods that our financial results are presented in this report.

Fair Value of Financial Instruments

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

Profit Sharing Expense. Profit sharing expense is primarily a result of agreements with our Contributing Partners and employees to compensate them based on the ownership interest they have in the general partners of the Apollo funds. Therefore, changes in the fair value of the underlying investments in the funds we manage and advise affect profit sharing expense. The Contributing Partners and employees are allocated approximately 30% to 50% of the total 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. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the condensed consolidated statements of financial condition, represents all amounts previously distributed to employees, former employees and Contributing Partners that would need to be returned to the general partner if the Apollo funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.

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 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

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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.

Fair Value Option. Apollo has elected the fair value option for the Company’s investment in Athene Holding, the assets and liabilities of certain of its consolidated VIEs (including CLOs) and certain of the Company’s other investments. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. 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 and other investments for which the fair value option has been elected.

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. As discussed in note 2, in connection with the adoption of new share-based payment guidance during the quarter ended March 31, 2017, the Company made an accounting policy election to no longer estimate forfeitures in determining the number of equity-based awards that are expected to vest. Under the Company’s new policy, which was applied prospectively as of January 1, 2017, forfeitures are accounted for when they occur. Apollo’s equity-based awards consist of, or provide rights with respect to, AOG Units, RSUs, share options, restricted shares, AHL Awards and other equity-based compensation awards. For more information regarding Apollo’s equity-based compensation awards, see note 11 to our condensed consolidated financial statements. The Company’s assumptions made to determine the fair value on grant date are embodied in the calculations of compensation expense.

A significant part of our compensation expense is derived from amortization of RSUs. The fair value of all RSU grants after March 29, 2011 is based on the grant date fair value, which considers the public share price of the Company. 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. The weighted average for the inputs utilized for the shares granted during the three and six months endedJune 30, 2017 and 2016 are presented in the table below for Plan Grants:

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2017	2016	2017	2016
Distribution Yield(1)	5.8%	7.4%	6.2%	7.4%
Cost of Equity Capital Rate(2)	11.3%	9.8%	11.3%	9.8%

(1) Calculated based on the historical distributions paid during the twelve months ended June 30, 2017 and the Company’s Class A share price as of the measurement date of the grant on a weighted average basis.

(2) Assumes a discount rate that was equivalent to the opportunity cost of foregoing distributions on unvested Plan Grant RSUs as of the valuation date, based on the Capital Asset Pricing Model (“CAPM”). CAPM is a commonly used mathematical model for developing expected returns.

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The following table summarizes the weighted average discounts for Plan Grants for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2017	2016	2017	2016
Plan Grants:
Discount for the lack of distributions until vested(1)	13.5%	16.0%	11.2%	16.0%

(1) Based on the present value of a growing annuity calculation.

We utilize the Finnerty Model to calculate a marketability discount on the Plan Grant 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. The weighted average for the inputs utilized for the shares granted during the three and six months endedJune 30, 2017 and 2016 are presented in the table below for Plan Grants and Bonus Grants:

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2017	2016	2017	2016
Plan Grants:
Holding Period Restriction (in years)	0.9	0.8	0.5	0.8
Volatility(1)	23.0%	32.1%	21.5%	32.1%
Distribution Yield(2)	5.8%	7.4%	6.2%	7.4%
Bonus Grants
Holding Period Restriction (in years)	0.2	0.2	0.2	0.2
Volatility(1)	22.5%	34.7%	22.5%	34.7%
Distribution Yield(2)	5.3%	7.4%	5.3%	7.4%

(1) The Company determined the expected volatility based on the volatility of the Company’s Class A share price as of the grant date with consideration to comparable companies.

(2) Calculated based on the historical distributions paid during the twelve months ended June 30, 2017 and the Company’s Class A share price as of the measurement date of the grant on a weighted average basis.

The following table summarizes the weighted average marketability discounts for Plan Grants and Bonus Grants for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2017	2016	2017	2016
Plan Grants:
Marketability discount for transfer restrictions(1)	4.7%	6.1%	3.3%	6.1%
Bonus Grants:
Marketability discount for transfer restrictions(1)	2.3%	3.5%	2.3%	3.5%

(1) Based on the Finnerty Model calculation.

Bonus Grants constitute a component of the discretionary annual compensation awarded to certain of our professionals. During 2016, the Company increased the default portion of annual compensation to be awarded as a discretionary Bonus Grant

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relative to the portion awarded in previous years. The increase in the proportion of discretionary annual compensation awarded as a Bonus Grant will be offset by a decrease in discretionary annual cash bonuses. These changes are intended to further align the interests of Apollo’s employees and stakeholders and strengthen the long-term commitment of our partners and employees.

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 14 to our condensed consolidated financial statements for a discussion of guarantees and contingent obligations and note 2 for a discussion of derivatives.

Contractual Obligations, Commitments and Contingencies

As of June 30, 2017, 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 2017		2018		2019		2020		2021		Thereafter		Total
	(in thousands)
Operating lease obligations	$	17,101	$	31,347	$	30,400	$	13,664	$	4,757	$	6,955	$	104,224
Other long-term obligations(1)	15,833		7,777		3,506		1,936		1,936		1,603		32,591
2013 AMH Credit Facilities - Term Facility(2)	3,589		7,177		7,177		7,177		300,359		—		325,479
2013 AMH Credit Facilities - Revolver Facility(3)	313		625		625		625		8		—		2,196
2024 Senior Notes (4)	10,000		20,000		20,000		20,000		20,000		548,333		638,333
2026 Senior Notes (5)	11,000		22,000		22,000		22,000		22,000		596,983		695,983
2014 AMI Term Facility I	157		313		313		313		15,918		—		17,014
2014 AMI Term Facility II	155		310		310		310		310		17,791		19,186
2016 AMI Term Facility I	170		339		339		339		19,403		—		20,590
2016 AMI Term Facility II	151		303		303		303		15,268		—		16,328
Obligations as of June 30, 2017	$	58,469	$	90,191	$	84,973	$	66,667	$	399,959	$	1,171,665	$	1,871,924

(1) Includes (i) payments on management service agreements related to certain assets and (ii) payments with respect to certain consulting agreements entered into by the Company. Note that a significant portion of these costs are reimbursable by funds.

(2) $300 million of the outstanding Term Facility matures in January 2021. The interest rate on the $300 million Term Facility as of June 30, 2017 was 2.39%. See note 9 of the condensed consolidated financial statements for further discussion of the 2013 AMH Credit Facilities.

(3) The commitment fee as of June 30, 2017 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.

(4) $500 million of the 2024 Senior Notes matures in May 2024. The interest rate on the 2024 Senior Notes as of June 30, 2017 was 4.00%. See note 9 of the condensed consolidated financial statements for further discussion of the 2024 Senior Notes.

(5) $500 million of the 2026 Senior Notes matures in May 2026. The interest rate on the 2026 Senior Notes as of June 30, 2017 was 4.40%. See note 9 of the condensed consolidated financial statements for further discussion of the 2026 Senior Notes.

Note: Due to the fact that the timing of certain amounts to be paid cannot be determined or for other reasons discussed below, the following contractual commitments have not been presented in the table above.

(i) As noted previously, we have entered into a tax receivable agreement with our Managing Partners and Contributing Partners which requires us to pay to our Managing Partners and Contributing Partners 85% of any tax savings received by APO Corp. from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.

(ii) Debt amounts related to the consolidated VIEs are not presented in the table above as the Company is not a guarantor of these non-recourse liabilities.

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(iii) In connection with the Stone Tower acquisition, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future carried interest income earned from certain of the Stone Tower funds, CLOs and strategic investment accounts. This contingent consideration liability is remeasured to fair value at each reporting period until the obligations are satisfied. See note 14 to the condensed consolidated financial statements for further information regarding the contingent consideration liability.

(iv) Commitments from certain of our subsidiaries to contribute to the funds we manage and certain related parties.

Commitments

Certain of our management companies and general partners are committed to contribute to the funds we manage and certain related parties. While a small percentage of these amounts are funded by us, the majority of these amounts have historically been funded by our related parties, including certain of our employees and certain Apollo funds. The table below presents the commitment and remaining commitment amounts of Apollo and its related parties, the percentage of total fund commitments of Apollo and its related parties, the commitment and remaining commitment amounts of Apollo only (excluding related parties), and the percentage of total fund commitments of Apollo only (excluding related parties) for each private equity, credit and real assets fund as of June 30, 2017 as follows ($ in millions):

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Fund	Apollo and Related Party Commitments			% of Total Fund Commitments		Apollo Only (Excluding Related Party) Commitments		Apollo Only (Excluding Related Party) % of  Total Fund Commitments		Apollo and Related Party Remaining Commitments		Apollo Only (Excluding Related Party) Remaining Commitments
Private Equity:
Fund IX(1)	$	1,833.5		7.55	%	$	808.5	3.33	%	$	1,833.5	$	808.5
Fund VIII	1,543.5			13.23		395.5		3.39		631.8		163.4
Fund VII	467.2			3.18		178.1		1.21		73.5		27.0
Fund VI	246.3			2.43		6.1		0.06		9.7		0.2
Fund V	100.0			1.34		0.5		0.01		6.2		—
Fund IV	100.0			2.78		0.2		0.01		0.5		—
AION	151.5			18.34		50.0		6.05		74.3		24.1
ANRP I	426.1			32.21		10.1		0.76		97.0		2.0
ANRP II	581.2			16.83		28.0		0.81		438.2		21.2
A.A. Mortgage Opportunities, L.P.	425.0			84.46		—		—		—		—
Apollo Rose, L.P.	299.1			100.00		—		—		99.0		—
Champ, L.P.	118.0			100.00		18.9		16.02		12.0		2.0
Apollo Royalties Management, LLC	108.6			100.00		—		—		—		—
Other Private Equity	110.5			Various		10.5		Various		38.9		3.7
Credit:
Apollo Credit Opportunity Fund III, L.P. (“COF III”)	358.1			10.45		83.1		2.43		87.5		20.8
Apollo Credit Opportunity Fund II, L.P. (“COF II”)	30.5			1.93		23.4		1.48		0.8		0.6
Apollo Credit Opportunity Fund I, L.P. (“COF I”)	449.2			30.26		29.7		2.00		237.1		4.2
Apollo European Principal Finance Fund III, L.P. (“EPF III”)(2)	504.8			14.87		79.8		2.35		504.8		79.8
Apollo European Principal Finance Fund II, L.P. (“EPF II”)(2)	175.2			5.16		17.4		0.51		46.5		3.7
Apollo European Principal Finance Fund, L.P. (“EPF I”)(2)	306.9			20.74		20.2		1.37		49.9		4.6
Financial Credit Investment II, L.P. (“FCI II”)	244.6			15.72		—		—		117.1		—
Financial Credit Investment I, L.P. (“FCI I”)	95.3			17.05		—		—		60.5		—
Apollo Structured Credit Recovery Master Fund III, L.P. (“SCRF III”)	230.2			18.59		3.6		0.29		116.8		1.8
MidCap	1,672.6			80.23		110.9		5.32		229.0		31.0
Apollo Moultrie Credit Fund, L.P.	400.0			100.00		—		—		200.0		—
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.	300.0			100.00		—		—		—		—
Apollo Asia Private Credit Fund, L.P. (“APC”)	158.5			69.06		0.1		0.04		—		—
Apollo Energy Opportunity Fund, L.P. (“AEOF”)	125.5			12.01		25.5		2.44		93.1		18.9
AGER(2)	171.4			6.90		142.8		5.75		171.4		142.8
Other Credit	528.6			Various		229.3		Various		342.1		121.1
Real Assets:
U.S. RE Fund II	400.4			46.44		4.7		0.55		224.0		1.2
U.S. RE Fund I	434.7		(3)	68.08		16.6		2.48		124.3		2.8
CPI Capital Partners North America, L.P.	7.6			1.27		2.1		0.35		0.6		0.2
CPI Capital Partners Europe, L.P.(2)	6.3			0.47		—		—		0.5		—
CPI Capital Partners Asia Pacific, L.P.	6.9			0.53		0.5		0.04		0.1		—
Apollo Asia Real Estate Fund, L.P.	333.4			67.56		8.4		1.70		286.5		6.3
Other Real Assets	100.7			Various		1.7		Various		12.7		0.3
Other:
Apollo SPN Investments I, L.P.	11.0			0.27		11.0		0.27		6.3		6.3
Total	$	13,562.9				$	2,317.2			$	6,226.2	$	1,498.5

(1) Apollo Only (Excluding Related Party) Remaining Commitments related to Fund IX are subject to future syndication to Apollo employees.

(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 June 30, 2017.

(3) Figures for U.S. RE Fund I include base, additional, and co-investment commitments. A co-investment vehicle within U.S. RE Fund I is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.30 as of June 30, 2017.

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On April 30, 2015, Apollo entered into the AAA Investments Credit Agreement (see note 13 for further disclosure regarding this facility). 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 June 30, 2017 and December 31, 2016, $4.0 million had been advanced by the Company and remained outstanding on the AAA Investments Credit Agreement.

The 2013 AMH Credit Facilities, 2024 Senior Notes and 2026 Senior Notes will have future impacts on our cash uses. See note 9 of our condensed consolidated financial statements for information regarding the Company’s debt arrangements.

Contingent Obligations—Carried interest income with respect to private equity funds and certain credit and real assets funds is subject to reversal in the event of future losses to the extent of the cumulative carried interest recognized in income to date. See note 14 to our condensed consolidated financial statements for a description of our contingent obligations.

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 June 30, 2017, AGS had one unfunded contingent commitment of $75.0 million outstanding related to such offerings. The commitment expired with no funding on the part of the Company on July 12, 2017.

As of June 30, 2017, one of the Company’s subsidiaries had unfunded contingent commitments of $153.1 million, to facilitate funding at closing by lead arrangers for syndicated term loans issued by portfolio companies of funds managed by Apollo. The commitments expire by August 14, 2017. As of August 8, 2017, the unfunded commitments were approximately $18.2 million.

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 assets funds, no individual investor accounts for more than 10% of the total committed capital to Apollo’s active funds.

Risks are analyzed across funds from the “bottom up” and from the “top down” with a particular focus on asymmetric risk. We gather and analyze data, monitor investments and markets in detail, and constantly strive to better quantify, qualify and circumscribe relevant risks.

Each risk management process is subject to our overall risk tolerance and philosophy and our enterprise-wide risk management framework. This framework includes identifying, measuring and managing market, credit and operational risks at each segment, as well as at the fund and Company level.

Each segment runs its own investment and risk management process subject to our overall risk tolerance and philosophy:

• 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

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Risk Officer. The risk committee is tasked with assisting the Company’s manager in monitoring and managing enterprise-wide risk. The risk committee generally meets on a quarterly basis and reports to senior management of the Company’s manager at such times as the committee deems appropriate and at least on an annual basis.

On at least a monthly basis, the Company’s risk department provides a summary analysis of fund level market and credit risk to the portfolio managers of the Company’s funds and the heads of the various business segments. On a periodic basis, the Company’s risk department presents a consolidated summary analysis of fund level market and credit risk to the Company’s risk committee. In addition, the Company’s Chief Risk Officer reviews specific investments from the perspective of risk mitigation and discusses such analysis with the Company’s risk committee and/or the executive committee of the Company’s manager at such times as the Company’s Chief Risk Officer determines such discussions are warranted. On an annual basis, the Company’s Chief Risk Officer provides senior management of the Company’s manager with a comprehensive overview of risk management along with an update on current and future risk initiatives.

Impact 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.

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 assets transactions and may obtain reimbursement for certain out-of-pocket expenses incurred. Subsequently, on a quarterly or annual basis, ongoing advisory fees, and additional transaction fees in connection with additional purchases, dispositions, or follow-on transactions, may be earned. Management Fee Offsets and any broken deal costs, if applicable, are reflected as a reduction to advisory and transaction fees from related parties. 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 assets transactions or impair our ability to consummate such transactions. The impact of changes in market risk factors on advisory and transaction fees is not readily predicted or estimated.

Impact on 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.

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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 June 30, 2017, we do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.

Foreign Exchange Risk—Foreign exchange risk represents exposures our funds have to changes in the values of current fund holdings and future cash flows denominated in other currencies and investments in non-U.S. companies. The types of investments exposed to this risk include investments in foreign subsidiaries, foreign currency-denominated loans, foreign currency-denominated transactions, and various foreign exchange derivative instruments whose values fluctuate with changes in currency exchange rates or foreign interest rates. Instruments used to mitigate this risk are foreign exchange options, currency swaps, futures and forwards. These instruments may be used to help insulate our funds against losses that may arise due to volatile movements in foreign exchange rates and/or interest rates.

In our capacity as investment manager of the funds we manage, we continuously monitor a variety of markets for attractive opportunities for managing risk. For example, certain of the funds we manage may put in place foreign exchange hedges or borrowings with respect to certain foreign currency denominated investments to provide a hedge against foreign exchange exposure.

Non-U.S. Operations—We conduct business throughout the world and are continuing to expand into foreign markets. We currently have offices outside the U.S. in Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai and have been strategically growing our international presence. Our fund investments and our revenues are primarily derived from our U.S. operations. With respect to our non-U.S. operations, we are subject to risk of loss from currency fluctuations, social instability, changes in governmental policies or policies of central banks, expropriation, nationalization, unfavorable political and diplomatic developments and changes in legislation relating to non-U.S. ownership. Our funds also invest in the securities of companies which are located in non-U.S. jurisdictions. As we continue to expand globally, we will continue to focus on monitoring and managing these risk factors as they relate to specific non-U.S. investments.

ITEM 4. CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end

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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.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See note 14 to our condensed consolidated financial statements for a summary of the Company’s legal proceedings.

ITEM 1A.RISK FACTORS

For a discussion of our potential risks and uncertainties, see the information under the heading "Risk Factors" in our 2016 Annual Report, which is accessible on the Securities and Exchange Commission's website at www.sec.gov. There have been no material changes to the risk factors for the three months ended June 30, 2017.

The risks described in our 2016 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/ or operating results.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES

On May 2, 2017 and May 3, 2017, we issued 176,663 and 3,570 Class A shares, respectively, net of taxes to Apollo Management Holdings, L.P., a subsidiary of Apollo Global Management, LLC, in connection with issuances of shares to participants in the Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Equity Plan”) for an aggregate purchase price of $4.7 million and $0.1 million, respectively. The issuance was exempt from registration under the Securities Act in accordance with Section 4(a)(2) and Rule 506(b) thereof, as transactions by the issuer not involving a public offering. We determined that the purchaser of Class A shares in the transactions, Apollo Management Holdings, L.P., was an accredited investor.

Issuer Purchases of Equity Securities

The following table sets forth purchases of our Class A shares made by us or on our behalf during the fiscal quarter ended June 30, 2017.

Period	Total Number of Class A Shares Purchased(1)	Average Price Paid per Share
April 1, 2017 through April 30, 2017	—	$	—
May 1, 2017 through May 31, 2017	265,383	26.82
June 1, 2017 through June 30, 2017	—	—
Total	265,383

(1) During the fiscal quarter ended June 30, 2017, we repurchased a number of our Class A shares equal to the number of Class A restricted shares issued under our equity incentive plan during the quarter. All such repurchases were made in open-market transactions not pursuant to a publicly-announced repurchase plan or program.

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

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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. There were no share repurchases made as part of the share repurchase program during the three months ended June 30, 2017, and as of June 30, 2017, the approximate dollar value of Class A shares that may be purchased under the program is $137.1 million.

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	Second Amended and Restated Limited Liability Company Agreement of Apollo Global Management, LLC dated March 7, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 7, 2017 (File No. 001-35107)).
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 (incorporated by reference to Exhibit 4.6 to the Registrant’s Form 10-Q for the period ended March 31, 2016 (File No. 001-35107)).
4.7	Fourth Supplemental Indenture dated as of May 27, 2016, 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 27, 2016 (File No. 001-35107)).
4.8	Fifth Supplemental Indenture dated as of April 13, 2017, among Apollo Management Holdings, L.P., the Guarantors party thereto, Apollo Principal Holdings XII, L.P. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.8 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
4.9	Form of 6.375% Series A Preferred Shares Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 7, 2017 (File No. 001-35107)).

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Exhibit Number	Exhibit Description
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	Fourth Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings I, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.3	Fourth Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings II, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.4	Fourth Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings III, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.5	Fourth Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings IV, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
+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	Fifth Amended and Restated Exchange Agreement, dated as of April 28, 2017, by and among Apollo Global Management, LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, Apollo Principal Holdings XII, L.P., AMH Holdings (Cayman), L.P. and the Apollo Principal Holders (as defined therein) from time to time party thereto (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.10	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 10.10 to the Registrant’s Form 10-Q for the period ended June 30, 2016 (File No. 001-35107)).
10.11	Employment Agreement with Leon D. Black dated January 4, 2017 (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 10-K for the period ended December 31, 2016 (File No. 001-35107)).

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Exhibit Number	Exhibit Description
10.12	Employment Agreement with Marc J. Rowan dated January 4, 2017 (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K for the period ended December 31, 2016 (File No. 001-35107)).
10.13	Employment Agreement with Joshua J. Harris dated January 4, 2017 (incorporated by reference to Exhibit 10.13 to the Registrant’s Form 10-K for the period ended December 31, 2016 (File No. 001-35107)).
10.14	Third Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings V, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.15	Third Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings VI, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.15 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.16	Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings VII, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.16 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.17	Third Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings VIII, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.17 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.18	Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings IX, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.19	Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings X, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.19 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.20	Second Amended and Restated Limited Liability Company Agreement of Apollo Principal Holdings XI, LLC dated as of March 7, 2017 (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.21	Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings XII, L.P. dated as of March 7, 2017 (incorporated by reference to Exhibit 10.21 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.22	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)).
10.23	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)).

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Exhibit Number	Exhibit Description
10.24	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)).
10.25	Joinder, dated as of May 5, 2016, to the Shareholders Agreement, dated as of July 13, 2007, as amended by the First Amendment and Joinder dated as of August 18, 2009, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, MJH Partners, L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, APO (FC), LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P. and Apollo Management Holdings, L.P. (incorporated by reference to Exhibit 10.24 to the Registrant’s Form 10-Q for the period ended March 31, 2016 (File No. 001-35107)).
10.26	Joinder, dated as of May 3, 2017, to the Shareholders Agreement, dated as of July 13, 2007, as amended by the First Amendment and Joinder dated as of August 18, 2009, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, MJH Partners, L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, APO (FC), LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P. and Apollo Management Holdings, L.P. and as supplemented by the Joinder dated as of May 5, 2016, by and among Apollo Principal Holdings X, L.P., AMH Holdings (Cayman), L.P., Apollo Principal Holdings XI, LLC, APO (FC II), LLC and APO UK (FC), Limited (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
10.27	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)).
+10.28	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)).
+10.29	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)).
+10.30	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)).
+10.31	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)).
+10.32	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)).

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Exhibit Number	Exhibit Description
+10.33	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)).
+10.34	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)).
+10.35	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)).
10.36	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)).
+10.37	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)).
10.38	Third Amended and Restated Exempted Limited Partnership Agreement of AMH Holdings (Cayman), L.P., dated March 7, 2017 (incorporated by reference to Exhibit 10.38 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
+10.39	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)).
+10.40	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)).
+10.41	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)).
+10.42	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)).
+10.43	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)).
+10.44	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)).

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Exhibit Number	Exhibit Description
+10.45	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)).
+10.46	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)).
+10.47	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)).
10.48	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)).
10.49	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)).
10.50	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 (incorporated by reference to Exhibit 10.48 to the Registrant’s Form 10-Q for the period ended March 31, 2016 (File No. 001-35107)).
10.51	Amendment No. 1, dated as of March 11, 2016, to the Credit Agreement, dated as of December 18, 2013, among Apollo Management Holdings, L.P., Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., AAA Holdings, L.P., Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, ST Holdings GP, LLC and ST Management Holdings, LLC, the guarantors party thereto, the lenders party thereto, the issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 15, 2016 (File No. 001-35107)).
10.52	Guarantor Joinder Agreement, dated as of April 13, 2017, by Apollo Principal Holdings XII, L.P. to the Credit Agreement, dated as of December 18, 2013, as supplemented and as amended by Amendment No. 1 to the Credit Agreement dated as of March 11, 2016, among Apollo Management Holdings, L.P., as the Term Facility Borrower and a Revolving Facility Borrower, the other Revolving Facility Borrowers 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 10.52 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).

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Exhibit Number	Exhibit Description
+10.53	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)).
+10.54	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)).
+10.55	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)).
+10.56	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)).
+10.57	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)).
+10.58	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)).
+10.59	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)).
+10.60	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)).
+10.61	Amended and Restated Agreement of Limited Partnership of Apollo Global Carry Pool Aggregator, L.P., dated May 4, 2017 and effective as of July 1, 2016 (incorporated by reference to Exhibit 10.61 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
+10.62	Form of Award Agreement for Apollo Global Carry Pool Aggregator, L.P. (incorporated by reference to Exhibit 10.62 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107))
*+10.63	Form of Letter Agreement under the Amended and Restated Limited Partnership Agreement of Apollo ANRP Advisors II, L.P. dated March 2, 2017 and effective as of August 21, 2015.
*+10.64	Form of Award Letter under the Amended and Restated Limited Partnership Agreement of Apollo ANRP Advisors II, L.P. dated March 2, 2017 and effective as of August 21, 2015.
*31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).

- 131-

Exhibit Number	Exhibit Description
*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
*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.

- 132-

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: August 8, 2017	By:	/s/ Martin Kelly
		Name:	Martin Kelly
		Title:	Chief Financial Officer (principal financial officer and authorized signatory)

- 133-

EX-10.63

Exhibit 10.63

Apollo ANRP Advisors II, L.P.One Manhattanville Road
Purchase, NY 10577
United States of America

[ _________ ___, 20__]

[Name of Limited Partner]
[Apollo Management Holdings, L.P.]
9 West 57th Street
New York, NY 10019
United States of America

Dear [______________]:

This letter agreement is being entered into in connection with the admission of [Name of Limited Partner] (the “LP”) to Apollo ANRP Advisors II, L.P., a Delaware limited partnership (the “Partnership”). The Amended and Restated Agreement of Limited Partnership of the Partnership, dated March 2, 2017 and effective as of August 21, 2015 (the “Agreement”), authorizes the general partner of the Partnership (the “General Partner”) to enter into a side letter or similar agreement with a limited partner that has the effect of establishing rights under, altering or supplementing the terms of the Agreement with respect to the limited partner. This letter agreement constitutes such a side letter or similar agreement.

The General Partner and the LP hereby agree that Annex A to this letter agreement sets forth the terms of the partnership agreement of the Partnership that apply with respect to the LP, and none of the terms of the Agreement shall apply with respect to the LP.

The LP hereby agrees to join in and be bound as a limited partner of the Partnership, with the understanding that the terms and conditions set forth in Annex A shall apply to the LP in such capacity in lieu of the terms and conditions of the Agreement.

This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws that would cause the laws of another jurisdiction to apply. This letter agreement is binding on and enforceable against the General Partner, the Partnership and the LP. This letter agreement may be amended only with the consent of each party hereto. The Partnership or the General Partner may provide copies of this letter agreement to other persons. This letter agreement may be executed by facsimile and in one or more counterparts, all of which shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

Very truly yours,
APOLLO ANRP ADVISORS II, L.P.

By: Apollo ANRP Capital Management II, LLC,
its general partner

By: Name:    
Title:    Vice President

APOLLO ANRP CAPITAL MANAGEMENT II, LLC

By: Name:    
Title:    Vice President

Accepted and agreed as of the date first written above

[NAME OF LIMITED PARTNER]

This Annex A sets forth the terms and conditions of the limited partnership agreement of Apollo ANRP Advisors II, L.P. applicable to the Limited Partner named in the preceding letter agreement in lieu of the terms and conditions of the limited partnership agreement of Apollo ANRP Advisors II, L.P.

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

Apollo ANRP Advisors II, L.P.

Amended and Restated

Limited Partnership Agreement

Dated March 2, 2017 and effective as of August 21, 2015

TABLE OF CONTENTS

Page

DEFINITIONS 1

FORMATION AND ORGANIZATION 9

Section 2.1Formation    9

Section 2.2Name    9

Section 2.3Offices    9

Section 2.4Term of Partnership    9

Section 2.5Purpose of the Partnership    10

Section 2.6Actions by Partnership    10

Section 2.7Admission of Limited Partners    10

CAPITAL 10

Section 3.1Contributions to Capital    10

Section 3.2Rights of Partners in Capital    11

Section 3.3Capital Accounts    11

Section 3.4Allocation of Profit and Loss    13

Section 3.5Tax Allocations    14

Section 3.6Reserves; Adjustments for Certain Future Events    14

Section 3.7Finality and Binding Effect of General Partner’s Determinations    15

Section 3.8AEOI    15

Section 3.9Alternative GP Vehicles    16

i

DISTRIBUTIONS 17

Section 4.1Distributions    17

Section 4.2Withholding of Certain Amounts    18

Section 4.3Limitation on Distributions    19

Section 4.4Distributions in Excess of Basis    19

MANAGEMENT 20

Section 5.1Rights and Powers of the General Partner    20

Section 5.2Delegation of Duties    21

Section 5.3Transactions with Affiliates    22

Section 5.4Expenses    23

Section 5.5Rights of Limited Partners    23

Section 5.6Other Activities of General Partner    23

Section 5.7Duty of Care; Indemnification    23

ADMISSIONS, TRANSFERS AND WITHDRAWALS 25

Section 6.1Admission of Additional Limited Partners; Effect on Points    25

Section 6.2Admission of Additional General Partner    25

Section 6.3Transfer of Interests of Limited Partners    26

Section 6.4Withdrawal of Partners    27

Section 6.5Pledges    27

ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS AND RETIREMENT OF PARTNERS 29

ii

Section 7.1Allocation of Points    29

Section 7.2Retirement of Partner    30

Section 7.3Additional Points    30

DISSOLUTION AND LIQUIDATION 30

Section 8.1Dissolution and Liquidation of Partnership    30

GENERAL PROVISIONS 31

Section 9.1Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreement    31

Section 9.2Special Power-of-Attorney    32

Section 9.3Good Faith; Discretion    34

Section 9.4Notices    34

Section 9.5Agreement Binding Upon Successors and Assigns    35

Section 9.6Merger, Consolidation, etc.    35

Section 9.7Governing Law; Dispute Resolution    35

Section 9.8Termination of Right of Action    36

Section 9.9Not for Benefit of Creditors    37

Section 9.10Reports    37

Section 9.11Filings    37

Section 9.12Headings, Gender, Etc.    37

APOLLO ANRP ADVISORS II, L.P.
A Delaware Limited PartnershipAMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of APOLLO ANRP ADVISORS II, L.P. dated March 2, 2017 and effective as of August 21, 2015, by and among Apollo ANRP Capital Management II, LLC, a Delaware limited liability company, as the sole general partner, and the persons whose names and addresses are set forth in the Schedule of Partners under the caption “Limited Partners” as the limited partners.

WITNESSETH :

WHEREAS, on December 10, 2014, Apollo ANRP Capital Management II, LLC filed with the Secretary of State of the State of Delaware a Certificate of Limited Partnership to form Apollo ANRP Advisors II, L.P. as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, pursuant to an agreement among Apollo ANRP Capital Management II, LLC, as sole general partner, and APH Holdings, L.P., as initial limited partner (the “Original Agreement”);

WHEREAS, pursuant to a contribution agreement consented to by Apollo ANRP Capital Management II, LLC, as sole general partner, dated July 1, 2016, among APH Holdings, L.P. and certain of its Affiliates, APH Holdings, L.P. contributed a portion of its limited partner interest in the Partnership to Apollo Global Carry Pool Intermediate, L.P. and Apollo Global Carry Pool Intermediate, L.P. was admitted as a limited partner of the Partnership; and

WHEREAS, the parties wish to amend and restate the Original Agreement in its entirety.

NOW, THEREFORE, the parties hereby agree as follows:

Article 1DEFINITIONS

Capitalized terms used but not otherwise defined herein have the following meanings:

“Act” means the Delaware Revised Uniform Limited Partnership Act, as in effect on the date hereof and as amended from time to time, or any successor law.

“AEOI” means (a) legislation known as the U.S. Foreign Account Tax Compliance Act, sections 1471 through 1474 of the Code and any associated legislation, regulations (whether proposed, temporary or final) or guidance, any applicable intergovernmental agreement and related statutes, regulations or rules, and other guidance thereunder, (b) any other similar legislation, regulations, or guidance enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes, including the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters–the Common Reporting Standard and any associated guidance, (c) any other intergovernmental agreement, treaty, regulation, guidance, standard or other agreement entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in clauses (a) and (b) of this definition, and (d) any legislation, regulations or guidance in any jurisdiction that give effect to the matters outlined in the preceding clauses of this definition.

“Affiliate” means with respect to any Person any other Person directly or indirectly controlling, controlled by or under common control with such Person. Except as the context otherwise requires, the term “Affiliate” in relation to AGM includes each collective investment fund and other client account sponsored or managed by AGM or its affiliated asset management entities, but, in each case, does not include Portfolio Companies except with respect to Bad Acts and the Restrictive Covenants.

“AGM” means Apollo Global Management, LLC, a Delaware limited liability company.

“Agreement” means this Amended and Restated Limited Partnership Agreement, as amended or supplemented from time to time.

“Alternative GP Vehicle” has the meaning ascribed to that term in Section 3.9.

“ANRP II” means Apollo Natural Resources Partners II, L.P., a limited partnership formed under the Act.

“APH” means (a) APH Holdings, L.P., a Cayman Islands exempted limited partnership, (b) Apollo Global Carry Pool Intermediate, L.P., a Cayman Islands exempted limited partnership, and (c) any other entity formed by AGM or its Affiliates that holds Points, in its capacity as a Limited Partner, for the benefit (directly or indirectly) of (i) AGM, (ii) AP Professional Holdings, L.P. or (iii) employees or other service providers of AGM Affiliates, in its capacity as a Limited Partner.

“Award Letter” means, with respect to any Limited Partner, the letter agreement between the Partnership and such Limited Partner setting forth (i) such Limited Partner’s Points, (ii) such Limited Partner’s Vesting Percentage, (iii) the formula applied to calculate the Holdback Amount with respect to the such Limited Partner, (iv) any restrictive covenants with respect to such Limited Partner, (v) the definition of “Bad Act”, (vi) the definition of “Designated Act” and (vii) any other terms applicable to such Partner.

“Applicable Tax Representative” means, with respect to a tax matter, the General Partner, the Tax Matters Partner or the Partnership Representative (each in its capacity as such), as applicable.

“Bad Act” has the meaning ascribed to that term in a Limited Partner’s Award Letter.

“BBA Audit Rules” means Subchapter C of Chapter 63 of the Code (sections 6221 through 6241 of the Code), as enacted by the United States Bipartisan Budget Act of 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.

“Book-Tax Difference” means the difference between the Carrying Value of a Partnership asset and its adjusted tax basis for United States federal income tax purposes, as determined at the time of any of the events described in the definition of Carrying Value. The General Partner shall maintain an account in the name of each Limited Partner from whom or from which any Points are reallocated to a Newly-Admitted Limited Partner that reflects such Limited Partner’s share of any Book-Tax Difference.

“Capital Account” means with respect to each Partner the capital account established and maintained on behalf of such Partner as described in Section 3.3.

“Capital Loss” means, for each Fund with respect to any Fiscal Year, the portion of any Net Loss and any Portfolio Investment Loss allocable to the Partnership, but only to the extent such allocation is made by such Fund to the Partnership in proportion to the Partnership’s capital contribution to such Fund, as determined pursuant to the Fund LP Agreement.

“Capital Profit” means, for each Fund with respect to any Fiscal Year, the portion of any Net Income and any Portfolio Investment Gain allocable to the Partnership, but only to the extent such allocation is made by such Fund to the Partnership in proportion to the Partnership’s capital contribution to such Fund, as determined pursuant to the Fund LP Agreement.

“Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values (as determined by the General Partner), in accordance with the rules set forth in Treasury Regulations section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, immediately prior to: (a) the date of the acquisition of any interests in the Partnership by any new Partner or of any additional interests by any existing Partner in exchange for more than a de minimis capital contribution; (b) the date of the distribution of more than a de minimis amount of any Partnership asset to a Partner, including cash as consideration for an interest in the Partnership; (c) the date of the grant of more than a de minimis profits interest in the Partnership as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner, or by a new Partner acting in his capacity as a Partner or in anticipation of becoming a Partner; or (d) the liquidation of the Partnership within the meaning of Treasury Regulations section 1.704-l(b)(2)(ii)(g); provided, that any adjustment pursuant to clauses (a), (b) and (c) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its fair market value (as determined by the General Partner). The Carrying Value of any asset contributed by a Partner to the Partnership shall be the fair market value (as determined by the General Partner) of the asset at the date of its contribution.

“Catch Up Amount” means the product derived by multiplying (a) the amount of any Book-Tax Difference arising on the admission to the Partnership of a Newly-Admitted Limited Partner by (b) the percentage derived by dividing the number of Points issued to the Newly-Admitted Limited Partner, by the aggregate number of Points on the date the Newly-Admitted Limited Partner is admitted to the Partnership. The General Partner shall maintain an account in the name of each Newly-Admitted Limited Partner that reflects such Limited Partner’s Catch Up Amount, which shall be adjusted as necessary to reflect any subsequent reduction in such Book-Tax Difference corresponding to any subsequent negative adjustments to the Carrying Value of the Partnership’s assets that relate to such Book-Tax Difference, and which may be further adjusted to the extent the General Partner determines in its sole discretion is necessary to cause the Catch Up Amount to be equal to the amount necessary to provide such Limited Partner with a requisite share of Partnership capital based on such Limited Partner’s Points in accordance with the terms of this Agreement and any side letter or similar agreement entered into by such Limited Partner pursuant to Section 9.1(b).

“Certificate” means the Certificate of Limited Partnership of the Partnership and any amendments thereto as filed with the office of the Secretary of State of the State of Delaware.

“Clawback Payment” means any payment required to be made by the Partnership to any Fund pursuant to section 10.3 of the Fund LP Agreement of such Fund.

“Clawback Share” means, as of the time of determination, with respect to any Limited Partner and any Clawback Payment, a portion of such Clawback Payment equal to (a) the cumulative amount distributed to such Limited Partner of Operating Profit attributable to the Fund to which the Clawback Payment is required to be made, divided by (b) the cumulative amount so distributed to all Partners with respect to such Operating Profit attributable to such Fund.

“Co-Investors (A)” means Apollo ANRP Co-Investors II (A), L.P., a Delaware limited partnership.

“Co-Investors (A) Partnership Agreement” means the amended and restated limited partnership agreement of Co-Investors (A), as amended from time to time.

“Code” means the United States Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law.

“Covered Person” has the meaning ascribed to that term in Section 5.7(a).

“Designated Act” has the meaning ascribed to that term in a Limited Partner’s Award Letter.

“DEUCC” has the meaning ascribed to that term in Section 6.5(c).

“Disability” has the meaning ascribed to that term in the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan.

“Escrow Account” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Final Adjudication” has the meaning ascribed to that term in Section 5.7(a).

“Final Distribution” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Fiscal Year” means, with respect to a year, the period commencing on January 1 of such year and ending on December 31 of such year (or on the date of a final distribution pursuant to Section 8.1(a)), unless the General Partner shall elect another fiscal year for the Partnership which is a permissible taxable year under the Code.

“Fund” means each of ANRP II and each “Parallel Fund” within the meaning of the Fund LP Agreement of ANRP II. Such term also includes each alternative investment vehicle and co-investment vehicle created by ANRP II and/or any such Parallel Fund, to the extent the context so requires. As of August 21, 2015, the “Fund” refers to ANRP II.

“Fund General Partner” means the Partnership in its capacity as a general partner of any of the Funds pursuant to the Fund LP Agreements.

“Fund LP Agreement” means the limited partnership agreement of any of the Funds, as amended from time to time, and, to the extent the context so requires, the corresponding constituent agreement, certificate or other document governing each such Fund.

“General Partner” means Apollo ANRP Capital Management II, LLC, a Delaware limited liability company, in its capacity as general partner of the Partnership or any successor to the business of the General Partner in its capacity as general partner of the Partnership.

“Holdback Amount” has the meaning ascribed to that term in a Limited Partner’s Award Letter.

“Home Address” has the meaning ascribed to such term in Section 9.4.

“JAMS” has the meaning ascribed to that term inSection 9.7(b).

“Limited Partner” means any Person admitted as a limited partner to the Partnership in accordance with this Agreement, including any Retired Partner, until such Person withdraws entirely as a limited partner of the Partnership, in his capacity as a limited partner of the Partnership. All references herein to a Limited Partner shall be construed as referring collectively to such Limited Partner and to each Related Party of such Limited Partner (and to each Person of which such Limited Partner is a Related Party) that also is or that previously was a Limited Partner, except to the extent that the General Partner determines that the context does not require such interpretation as between such Limited Partner and his Related Parties.

“Management Company” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Net Income” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Net Loss” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Operating Loss” means, with respect to any Fiscal Year, any net loss of the Partnership, adjusted to exclude (a) any Capital Profit or Capital Loss, and (b) the effect of any reorganization, restructuring or other capital transaction proceeds derived by the Partnership. To the extent derived from any Fund, any items of income, gain, loss, deduction and credit shall be determined in accordance with the same accounting policies, principles and procedures applicable to the determination by the relevant Fund, and any items not derived from a Fund shall be determined in accordance with the accounting policies, principles and procedures used by the Partnership for United States federal income tax purposes. Operating Loss shall not include any loss attributable to a Book-Tax Difference.

“Operating Profit” means, with respect to any Fiscal Year, any net income of the Partnership, adjusted to exclude (a) any Capital Profit or Capital Loss, and (b) the effect of any reorganization, restructuring or other capital transaction proceeds derived by the Partnership. To the extent derived from any Fund, any items of income, gain, loss, deduction and credit shall be determined in accordance with the same accounting policies, principles and procedures applicable to the determination by the relevant Fund, and any items not derived from a Fund shall be determined in accordance with the accounting policies, principles and procedures used by the Partnership for United States federal income tax purposes. Operating Profit shall not include any income or gain attributable to a Book-Tax Difference.

“Partner” means the General Partner or any of the Limited Partners, and “Partners” means the General Partner and all of the Limited Partners.

“Partnership” means the limited partnership continued pursuant to this Agreement.

“Partnership Representative” means for any relevant taxable year of the Partnership to which the BBA Audit Rules apply, the General Partner acting in the capacity of the “partnership representative” (as such term is defined under the BBA Audit Rules) or such other Person as is appointed to be the “partnership representative” by the General Partner from time to time.

“Person” means any individual, partnership (whether or not having separate legal personality), corporation, limited liability company, joint venture, joint stock company, unincorporated organization or association, trust (including the trustees thereof, in their capacity as such), government, governmental agency, political subdivision of any government, or other entity.

“Point” means a share of Operating Profit or Operating Loss, net of amounts distributed (or reserved) as Portfolio Investment Distributions. The aggregate number of Points available for assignment to all Partners shall be set forth in the books and records of the Partnership.

“Portfolio Company” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Portfolio Investment” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Portfolio Investment Distribution” has the meaning ascribed to that term in Section 7.1(d).

“Portfolio Investment Gain” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Portfolio Investment Loss” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Reference Rate” means the interest rate announced publicly from time to time by JPMorgan Chase Bank in New York, New York as such bank’s prime rate.

“Related Party” means, with respect to any Limited Partner:

(a)    any spouse, child, parent or other lineal descendant of such Limited Partner or such Limited Partner’s parent, or any natural Person who occupies the same principal residence as the Limited Partner;

(b)    any trust or estate in which the Limited Partner and any Related Party or Related Parties (other than such trust or estate) collectively have more than 80 percent of the beneficial interests (excluding contingent and charitable interests);

(c)    any entity of which the Limited Partner and any Related Party or Related Parties (other than such entity) collectively are beneficial owners of more than 80 percent of the equity interest; and

(d)    any Person with respect to whom such Limited Partner is a Related Party.

“Required Voting Partners” means, at any time, at least a majority by number of Voting Partners at such time.

“Restrictive Covenants” means the restrictive covenants contained or referenced in the admission documents of a Limited Partner (as the same may be modified, amended or supplemented from time to time).

“Retired Partner” means any Limited Partner who has become a retired partner in accordance with or pursuant to Section 7.2.

“Retirement Date” means, with respect to any Limited Partner, the date as of which such Person becomes a Retired Partner.

“Schedule of Partners” means a schedule to be maintained by the General Partner showing the following information with respect to each Partner: name, address, date of admission and retirement and required capital contribution.

“Tax Obligation” has the meaning ascribed to that term in Section 4.2(a).

“Tax Matters Partner” means for any taxable year of the Partnership subject to the TEFRA Audit Rules, the General Partner acting in the capacity of the “tax matters partner” of the Partnership (as such term was defined in section 6231(a)(7) of the Code under the TEFRA Audit Rules) or such other Person as may be appointed to be the “tax matters partner” by the General Partner from time to time.

“TEFRA Audit Rules” means Subchapter C of Chapter 63 of the Code (sections 6221 through 6234 of the Code), as enacted by the United States Tax Equity and Fiscal Responsibility Act of 1982, Pub. L. No. 97-248, 96 Stat. 324, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law, but excluding the BBA Audit Rules.

“Team Member” has the meaning ascribed to that term in a Limited Partner’s Award Letter.

“Transfer” means any direct or indirect sale, exchange, transfer, assignment or other disposition by a Partner of any or all of his interest in the Partnership (whether respecting, for example, economic rights only or all the rights associated with the interest) to another Person, whether voluntary or involuntary.

“Vested Points” means, with respect to any Retired Partner, the product of such Retired Partner’s Points as of such Retired Partner’s Retirement Date multiplied by such Retired Partner’s Vesting Percentage at such time.

“Vesting Commencement Date” means, with respect to each Limited Partner other than APH, the commencement date of the vesting period with respect to such Limited Partner, as specified by the General Partner at the time of such Limited Partner’s admission (which, for the avoidance of doubt, may be a date preceding the applicable admission date).

“Vesting Percentage” has the meaning ascribed to that term in a Limited Partner’s Award Letter.

“Voting Affiliated Feeder Fund” has the meaning ascribed to such term in each of the Fund LP Agreements.

“Voting Partner” means each individual set forth on the books and records of the Partnership. All references herein to a Voting Partner (except in the definition of Required Voting Partners) shall be construed as referring collectively to such Voting Partner and to each Related Party of such Voting Partner that is or that previously was a Limited Partner (unless such Limited Partner is a Retired Partner), except to the extent that the General Partner determines in good faith that the context does not require such interpretation as between such Voting Partner and his Related Parties.

ARTICLE 2FORMATION AND ORGANIZATION

Section 2.1Formation

The Partnership was formed and is hereby continued as a limited partnership under and pursuant to the Act. The Certificate was filed on December 10, 2014. The General Partner shall execute, acknowledge and file any amendments to the Certificate as may be required by the Act and any other instruments, documents and certificates which, in the opinion of the Partnership’s legal counsel, may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Partnership shall determine to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership.

Section 2.2Name

The name of the Partnership shall be “Apollo ANRP Advisors II, L.P.” or such other name as the General Partner hereafter may adopt upon causing an appropriate amendment to be made to this Agreement and to the Certificate to be filed in accordance with the Act. Promptly thereafter, the General Partner shall send notice thereof to each Limited Partner.

Section 2.3Offices

(a)The Partnership shall maintain its principal office, and may maintain one or more additional offices, at such place or places as the General Partner may from time to time determine.

(b)The General Partner shall arrange for the Partnership to have and maintain in the State of Delaware, at the expense of the Partnership, a registered office and registered agent for service of process on the Partnership as required by the Act.

Section 2.4Term of Partnership

(a)The term of the Partnership shall continue until the dissolution (without continuation) of all of the Funds or the earlier of:

(i)at any time there are no Limited Partners, unless the business of the Partnership is continued in accordance with the Act;

(ii)any event that results in the General Partner ceasing to be a general partner of the Partnership under the Act, provided, that the Partnership shall not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after the occurrence of such event, a majority of the Limited Partners agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership; and

(iii)the entry of a decree of judicial dissolution under section 17-802 of the Act.

(b)The parties agree that irreparable damage would be done to the goodwill and reputation of the Partners if any Limited Partner should bring an action to dissolve the Partnership. Care has been taken in this Agreement to provide for fair and just payment in liquidation of the interests of all Partners. Accordingly, to the fullest extent permitted by law, each Limited Partner hereby waives and renounces his right to such a decree of dissolution or to seek the appointment of a liquidator for the Partnership, except as provided herein.

Section 2.5Purpose of the Partnership

The principal purpose of the Partnership is to act as the sole general partner or as the managing general partner (as the case may be) of each of the Funds and certain Voting Affiliated Feeder Funds pursuant to their respective Fund LP Agreements or governing documents and to undertake such related and incidental activities and execute and deliver such related documents necessary or incidental thereto. The purpose of the Partnership shall be limited to serving as a general partner of direct investment funds, including any of their Affiliates, and the provision of investment management and advisory services.

Section 2.6Actions by Partnership

The Partnership may execute, deliver and perform, and the General Partner may execute and deliver, all contracts, agreements and other undertakings, and engage in all activities and transactions as may in the opinion of the General Partner be necessary or advisable to carry out the objects and purposes of the Partnership, without the approval or vote of any Limited Partner.

Section 2.7Admission of Limited Partners

On the date hereof, the Persons whose names are set forth in the Schedule of Partners under the caption “Limited Partners” shall be admitted to the Partnership or shall continue, as the case may be, as limited partners of the Partnership upon their execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner. Additional Limited Partners may be admitted to the Partnership in accordance with Section 6.1.

ARTICLE 3CAPITAL

Section 3.1Contributions to Capital

(a)Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Schedule of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash.

(b)APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds.

(c)No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account.

(d)To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Section 3.2Rights of Partners in Capital

(a)No Partner shall be entitled to interest on his capital contributions to the Partnership.

(b)No Partner shall have the right to distributions or the return of any contribution to the capital of the Partnership except (i) for distributions in accordance with Section 4.1, or (ii) upon dissolution of the Partnership. The entitlement to any such return at such time shall be limited to the value of the Capital Account of the Partner. The General Partner shall not be liable for the return of any such amounts.

Section 3.3Capital Accounts

(a)The Partnership shall maintain for each Partner a separate Capital Account.

(b)Each Partner’s Capital Account shall have an initial balance equal to the amount of cash and the net value of any securities or other property constituting such Partner’s initial contribution to the capital of the Partnership.

(c)Each Partner’s Capital Account shall be increased by the sum of:

(i)the amount of cash and the net value of any securities or other property constituting additional contributions by such Partner to the capital of the Partnership permitted pursuant to Section 3.1, plus

(ii)in the case of APH, any Capital Profit allocated to such Partner’s Capital Account pursuant to Section 3.4, plus

(iii)the portion of any Operating Profit allocated to such Partner’s Capital Account pursuant to Section 3.4, plus

(iv)such Partner’s allocable share of any decreases in any reserves recorded by the Partnership pursuant to Section 3.6 and any receipts determined to be applicable to a prior period pursuant to Section 3.6(b), to the extent the General Partner determines that, pursuant to any provision of this Agreement, such item is to be credited to such Partner’s Capital Account on a basis which is not in accordance with the current respective Points of all Partners, plus

(v)such Partner’s allocable share of any increase in Book-Tax Difference.

(d)Each Partner’s Capital Account shall be reduced by the sum of (without duplication):

(i)in the case of APH, any Capital Loss allocated to such Partner’s Capital Account pursuant to Section 3.4, plus

(ii)the portion of any Operating Loss allocated to such Partner’s Capital Account pursuant to Section 3.4, plus

(iii)the amount of any cash and the net value of any property distributed to such Partner pursuant to Section 4.1 or Section 8.1 including any amount deducted pursuant to Section 4.2 or Section 5.4 from any such amount distributed, plus

(iv)any withholding taxes or other items payable by the Partnership and allocated to such Partner pursuant to Section 5.4(b), any increases in any reserves recorded by the Partnership pursuant to Section 3.6 and any payments determined to be applicable to a prior period pursuant to Section 3.6(b), to the extent the General Partner determines that, pursuant to any provision of this Agreement, such item is to be charged to such Partner’s Capital Account on a basis which is not in accordance with the current respective Points of all Partners, plus

(v)such Partner’s allocable share of any decrease in Book-Tax Difference.

(e)If securities and/or other property are to be distributed in kind to the Partners or Retired Partners, including in connection with a liquidation pursuant to Section 8.1, they shall first be written up or down to their fair market value as of the date of such distribution, thus creating gain or loss for the Partnership, and the value of the securities and/or other property received by each Partner and each Retired Partner as so determined shall be debited against such Person’s Capital Account at the time of distribution.

Section 3.4Allocation of Profit and Loss

(a)Capital Profit and Operating Profit or Capital Loss and Operating Loss for any Fiscal Year shall be allocated to the Partners so as to produce Capital Accounts (computed after taking into account any other Capital Profit and Operating Profit or Capital Loss and Operating Loss for the Fiscal Year in which such event occurred and all distributions pursuant to Article 4 with respect to such Fiscal Year and after adding back each Partner’s share, if any, of Partner Nonrecourse Debt Minimum Gain, as defined in Treasury Regulations sections 1.704 - 2(b)(2) and 1.704 - 2(i), or Partnership Minimum Gain, as defined in Treasury Regulations sections 1.704 - 2(b)(2) and 1.704 - 2(d)) for the Partners such that a distribution of an amount of cash equal to such Capital Account balances in accordance with such Capital Account balances would be in the amounts, sequence and priority set forth in Article 4; provided, that the General Partner may allocate Operating Profit and Operating Loss and items thereof in such other manner as it determines in its sole discretion to be appropriate to reflect the Partners’ interests in the Partnership. Income, gains and loss associated with a Book-Tax Difference shall be allocated to the Limited Partners that are entitled to a share of such Book-Tax Difference consistent with the account maintained by the General Partner pursuant to the definition of “Book-Tax Difference” and in the manner in which cash or property associated with such Book-Tax Difference is required to be distributed pursuant to the proviso of Section 4.1(b).

(b)To the extent that the allocations of Capital Loss or Operating Loss contemplated by Section 3.4(a) would cause the Capital Account of any Limited Partner to be less than zero, such Capital Loss or Operating Loss shall to that extent instead be allocated to and debited against the Capital Account of the General Partner (or, at the direction of the General Partner, to those Limited Partners who are members of the General Partner in proportion to their limited liability company interests in the General Partner). Following any such adjustment pursuant to Section 3.4(b) with respect to any Limited Partner, any Capital Profit or Operating Profit for any subsequent Fiscal Year which would otherwise be credited to the Capital Account of such Limited Partner pursuant to Section 3.4(a) shall instead be credited to the Capital Account of the General Partner (or relevant Limited Partners) until the cumulative amounts so credited to the Capital Account of the General Partner (or relevant Limited Partners) with respect to such Limited Partner pursuant to Section 3.4(b) is equal to the cumulative amount debited against the Capital Account of the General Partner (or relevant Limited Partners) with respect to such Limited Partner pursuant to Section 3.4(b).

(c)Each Limited Partner’s rights and entitlements as a Limited Partner are limited to the rights to receive allocations and distributions of Capital Profit and Operating Profit expressly conferred by this Agreement and any side letter or similar agreement entered into pursuant to Section 9.1(b) and the other rights expressly conferred by this Agreement and any such side letter or similar agreement or required by the Act, and a Limited Partner shall not be entitled to any other allocations, distributions or payments in respect of his interest, or to have or exercise any other rights, privileges or powers.

(d)For purposes of Section 3.4(a), the General Partner may determine, in its sole discretion, to allocate any increase in value of the Partnership’s assets pursuant to the definition of “Carrying Value” solely to the Limited Partners that are entitled to a Catch Up Amount (pro rata based on any method the General Partner determines is reasonable), or to specially allocate Operating Profit to such Limited Partners, or a combination thereof, until such Limited Partners have received an allocation equal to the Catch Up Amount.

Section 3.5Tax Allocations

(a)For United States federal, state and local income tax purposes, Partnership income, gain, loss, deduction or credit (or any item thereof) for each Fiscal Year shall be allocated to and among the Partners in order to reflect the allocations of Capital Profit, Capital Loss, Operating Profit and Operating Loss pursuant to the provisions of Section 3.4 for such Fiscal Year, provided, that any taxable income or loss associated with any Book-Tax Difference shall be allocated for tax purposes in accordance with the principles of section 704(c) of the Code in any such manner (as is permitted under that Code Section and the Treasury Regulations promulgated thereunder) as determined by the General Partner in its sole discretion.

(b)If any Partner or Partners are treated for United States federal income tax purposes as realizing ordinary income because of receiving interests in the Partnership (whether under section 83 of the Code or under any similar provision of any law, rule or regulation) and the Partnership is entitled to any offsetting deduction (net of any income realized by the Partnership as a result of such receipt), the Partnership’s net deduction shall be allocated to and among the Partners in such manner as to offset, as nearly as possible, the ordinary income realized by such Partner or Partners.

Section 3.6Reserves; Adjustments for Certain Future Events

(a)Appropriate reserves may be created, accrued and charged against the Operating Profit or Operating Loss for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General Partner or as of each other date as the General Partner deems appropriate, such reserves to be in the amounts which the General Partner deems necessary or appropriate (whether or not in accordance with generally accepted accounting principles). The General Partner may increase or reduce any such reserve from time to time by such amounts as the General Partner deems necessary or appropriate. The amount of any such reserve, or any increase or decrease therein, shall be proportionately charged or credited, as appropriate, to the Capital Accounts of those parties who are Partners at the time when such reserve is created, increased or decreased, as the case may be, in proportion to their respective Points at such time; provided, that, if any individual reserve item, as adjusted by any increase therein, exceeds the lesser of $500,000 or one percent of the aggregate value of the Capital Accounts of all such Partners, the amount of such reserve, increase or decrease shall instead be charged or credited to those parties who were Partners at the time, as determined by the General Partner, of the act or omission giving rise to the contingent liability for which the reserve item was established in proportion to their respective Points at that time. The amount of any such reserve charged against the Capital Account of a Partner shall reduce the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof; and the amount of any such reserve credited to the Capital Account of a Partner shall increase the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof.

(b)If at any time an amount is paid or received by the Partnership and such amount exceeds the lesser of $500,000 or one percent of the aggregate Capital Accounts of all Partners at the time of payment or receipt, and such amount was not accrued or reserved for but would nevertheless, in accordance with the Partnership’s accounting practices, be treated as applicable to one or more prior periods, then such amount may be proportionately charged or credited by the General Partner, as appropriate, to those parties who were Partners during such prior period or periods, based on each such Partner’s Points for such applicable period.

(c)If any amount is required by Section 3.6(a) or (b) to be credited to a Person who is no longer a Partner, such amount shall be paid to such Person in cash, with interest from the date on which the General Partner determines that such credit is required at the Reference Rate in effect on that date. Any amount required to be charged pursuant to Section 3.6(a) or (b) shall be debited against the current balance in the Capital Account of the affected Partners. To the extent that the aggregate current Capital Account balances of such affected Partners are insufficient to cover the full amount of the required charge, the deficiency shall be debited against the Capital Accounts of the other Partners in proportion to their respective Capital Account balances at such time; provided, that each such other Partner shall be entitled to a preferential allocation, in proportion to and to the extent of such other Partner’s share of any such deficiency, together with a carrying charge at a rate equal to the Reference Rate, of any Operating Profit that would otherwise have been allocable after the date of such charge to the Capital Accounts of the affected Partners whose Capital Accounts were insufficient to cover the full amount of the required charge. In no event shall a current or former Partner be obligated to satisfy any amount required to be charged pursuant to Section 3.6(a) or (b) other than by means of a debit against such Partner’s Capital Account.

Section 3.7Finality and Binding Effect of General Partner’s Determinations

All matters concerning the determination, valuation and allocation among the Partners with respect to any profit or loss of the Partnership and any associated items of income, gain, deduction, loss and credit, pursuant to any provision of this Article 3, including any accounting procedures applicable thereto, shall be determined by the General Partner unless specifically and expressly otherwise provided for by the provisions of this Agreement, and such determinations and allocations shall be final and binding on all the Partners.

Section 3.8AEOI

(a)Each Limited Partner:

(i)shall provide, in a timely manner, such information regarding the Limited Partner and its beneficial owners and/or controlling persons and such forms or documentation as may be requested from time to time by the General Partner or the Partnership to enable the Partnership to comply with the requirements and obligations imposed on it pursuant to AEOI and shall update such information as necessary;

(ii)acknowledges that any such forms or documentation provided to the Partnership or its agents pursuant to clause (i), or any financial or account information with respect to the Limited Partner’s investment in the Partnership, may be disclosed to any Governmental Authority which collects information in accordance with AEOI and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Partnership;

(iii)shall waive, and/or shall cooperate with the Partnership to obtain a waiver of, the provisions of any law which prohibits the disclosure by the Partnership, or by any of its agents, of the information or documentation requested from the Limited Partner pursuant to clause (i), prohibits the reporting of financial or account information by the Partnership or its agents required pursuant to AEOI or otherwise prevents compliance by the Partnership with its obligations under AEOI;

(iv)acknowledges that, if it provides information and documentation that is in anyway misleading, or it fails to provide and/or update the Partnership or its agents with the requested information and documentation necessary, in either case, to satisfy the Partnership’s obligations under AEOI, the Partnership may (whether or not such action or inaction leads to compliance failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax or other penalties under AEOI) take any action and/or pursue all remedies at its disposal, including compulsory withdrawal of the Limited Partner, and may hold back from any withdrawal proceeds, or deduct from the Limited Partner’s Capital Account, any liabilities, costs, expenses or taxes caused (directly or indirectly) by the Limited Partner’s action or inaction; and

(v)shall have no claim against the Partnership, or its agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Partnership in order to comply with AEOI.

(b)The Limited Partner hereby indemnifies the General Partner and the Partnership and each of their respective partners, members, managers, officers, directors, employees and agents and holds them harmless from and against any AEOI-related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses), penalties or taxes whatsoever which such Person may incur as a result of any action or inaction (directly or indirectly) of such Limited Partner (or any Related Party) described in Section 3.8(a)(i) through (iv). This indemnification shall survive the Limited Partner’s death or disposition of its interests in the Partnership.

Section 3.9Alternative GP Vehicles

If the General Partner determines that for legal, tax, regulatory or other reasons (a) any investment or other activities of the Fund should be conducted through one or more parallel funds or other alternative investment vehicles as contemplated by the Fund LP Agreement, (b) any of such separate entities comprising the Fund should be managed or controlled by one or more separate entities serving as a general partner or in a similar capacity (each, an “Alternative GP Vehicle”), and (c) some or all of the Partners should participate through any such Alternative GP Vehicle, the General Partner may require any or all of the Partners, as determined by the General Partner, to participate directly or indirectly through any such Alternative GP Vehicle and to undertake such related and incidental activities and execute and deliver such related documents necessary or incidental thereto with and/or in lieu of the Partnership, and the General Partner shall have all necessary authority to implement such Alternative GP Vehicle; provided, that to the maximum extent practicable and subject to applicable legal, tax, regulatory or similar technical reasons, each Partner shall have the same economic interest in all material respects in an Alternative GP Vehicle formed pursuant to this Section 3.9 as such Partner would have had if it had participated in all Portfolio Investments through the Partnership, and the terms of such Alternative GP Vehicle shall be substantially the same in all material respects to those of the Partnership and this Agreement. Each Partner shall take such actions and execute such documents as the General Partner determines are reasonably needed to accomplish the foregoing.

ARTICLE 4DISTRIBUTIONS

Section 4.1Distributions

(a)Any amount of cash or property received as a distribution from any of the Funds by the Partnership in its capacity as a partner, to the extent such amount is determined by reference to the capital commitment of the Partnership in, or the capital contributions of the Partnership to, any of the Funds, shall be promptly distributed by the Partnership to APH.

(b)The General Partner shall use reasonable efforts to cause the Partnership to distribute, as promptly as practicable after receipt by the Partnership, any available cash or property attributable to items included in the determination of Operating Profit and Book-Tax Difference, subject to the provisions of section 10.3 of the Fund LP Agreements and subject to the retention of such reserves as the General Partner considers appropriate for purposes of the prudent and efficient financial operation of the Partnership’s business including in accordance with Section 3.6. Any such distributions (before adjustment for Holdback Amounts) shall be made to Partners in proportion to their respective Points, determined:

(i)in the case of any amount of cash or property received from any of the Funds that is attributable to the disposition of a Portfolio Investment by such Fund, as of the date of such disposition by such Fund; and

(ii)in any other case, as of the date of receipt of such cash or property by the Partnership.

Notwithstanding the foregoing, the General Partner shall retain from the distribution amount apportioned to each Limited Partner other than APH any Holdback Amount with respect to such Limited Partner, determined in accordance with such Limited Partner’s Award Letter. Any cash or other property that the General Partner determines is attributable to a Book-Tax Difference shall be distributed to the Limited Partners that are entitled to a share of such Book-Tax Difference pursuant to the definition of “Book-Tax Difference,” with any such distribution to be in the proportion that each such Limited Partner’s allocated share of the applicable Book-Tax Difference bears to the total Book-Tax Difference of the asset giving rise to the cash or property.

(c)Distributions of amounts attributable to Operating Profit and Book-Tax Difference shall be made in cash; provided, that if the Partnership receives a distribution from the Fund in the form of property other than cash, the General Partner may distribute such property in kind to Partners in proportion to their respective Points.

(d)Any distributions or payments in respect of the interests of Limited Partners unrelated to Capital Profit or Operating Profit or Book Tax Difference shall be made at such time, in such manner and to such Limited Partners as the General Partner shall determine.

(e)Except as the General Partner otherwise may determine, any Limited Partner whose admission to the Partnership causes an adjustment to Carrying Values pursuant to the definition of “Carrying Value” (a “Newly-Admitted Limited Partner”) shall have the right to receive a special distribution of the Catch Up Amount (before adjustment for Holdback Amounts).

(i)Any such special distribution of the Catch Up Amount shall be in addition to the distributions to which the Newly-Admitted Limited Partner is entitled pursuant to Section 4.1(b) and shall be made to the Newly-Admitted Limited Partner (or, if there is more than one such Newly-Admitted Limited Partner, pro rata to all such Newly-Admitted Limited Partners based on the aggregate amount of such distributions each such Newly-Admitted Limited Partner has not yet received), after the distribution of any amounts attributable to Book-Tax Differences pursuant to the proviso of Section 4.1(b), from amounts otherwise distributable to the other Limited Partners from whom or from which the Points allocated to such Newly-Admitted Limited Partner(s) were reallocated, and shall reduce the amounts distributable to such other Limited Partners pursuant to Section 4.1(b), until each applicable Newly-Admitted Limited Partner has received an amount equal to the applicable Catch Up Amount (before adjustment for Holdback Amounts).

(ii)The General Partner may determine to provide for a special distribution of a Catch Up Amount in connection with a reallocation of Points pursuant to Article 7 other than in connection with the admission to the Partnership of a Newly-Admitted Limited Partner if the General Partner reasonably believes such an adjustment to Carrying Values is required in order for the reallocated Points to be treated as profits interests for United States federal income tax purposes or would otherwise be equitable under the circumstances.

(iii)Any reallocation of Points to a Limited Partner who is not a Newly-Admitted Limited Partner pursuant to Article 7 shall include the right to receive any Catch Up Amount associated with such Points, except to the extent that the General Partner determines that the inclusion of such right would be inconsistent with the treatment of the reallocation of Points to such Limited Partner as a “profits interest” for income tax purposes.

Section 4.2Withholding of Certain Amounts

(a)If the Partnership incurs a withholding or other tax obligation (a “Tax Obligation”) with respect to the share of Partnership income allocable to any Partner (including pursuant to section 6225 of the BBA Audit Rules), then the General Partner, without limitation of any other rights of the Partnership, may cause the amount of such Tax Obligation to be debited against the Capital Account of such Partner when the Partnership pays such Tax Obligation, and any amounts then or thereafter distributable to such Partner shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such then distributable amounts, then such Partner and any successor to such Partner’s interest shall indemnify and hold harmless the Partnership and the General Partner against, and shall pay to the Partnership as a contribution to the capital of the Partnership, upon demand of the General Partner, the amount of such excess.

(b)If a Tax Obligation is required to be paid by the Partnership (including with respect to a tax liability imposed under section 6225 of the BBA Audit Rules) and the General Partner determines that such amount is allocable to the interest in the Partnership of a Person that is at such time a Partner, such Tax Obligation shall be treated as being made on behalf of or with respect to such Partner for purposes of this Section 4.2(b) whether or not the tax in question applies to a taxable period of the Partnership during which such Partner held an interest in the Partnership. To the extent that any liability with respect to a Tax Obligation (including a liability imposed under section 6225 of the BBA Audit Rules) relates to a former Partner that has transferred all or a part of its interest in the Partnership, such former Partner (which in the case of a partial Transfer shall include a continuing Partner with respect to the portion of its interests in the Partnership so transferred) shall indemnify the Partnership for its allocable portion of such liability, unless otherwise agreed to by the General Partner in writing. Each Partner acknowledges that, notwithstanding the Transfer of all or any portion of its interest in the Partnership, it may remain liable, pursuant to this Section 4.2(b), for tax liabilities with respect to its allocable share of income and gain of the Partnership for the Partnership’s taxable years (or portions thereof) prior to such Transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules).

(c)The General Partner may withhold from any distribution to any Limited Partner pursuant to this Agreement any other amounts due from such Limited Partner or a Related Party (without duplication) to the Partnership or to any other Affiliate of AGM pursuant to any binding agreement or published policy to the extent not otherwise paid. Any amounts so withheld shall be applied by the General Partner to discharge the obligation in respect of which such amounts were withheld.

Section 4.3Limitation on Distributions

Notwithstanding any provision to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not make a distribution to any Partner on account of his interest in the Partnership if such distribution would violate the Act or other applicable law.

Section 4.4Distributions in Excess of Basis

Notwithstanding anything in this Agreement to the contrary, the General Partner may refrain from making, at any time prior to the dissolution of the Partnership, all or any portion of any cash distribution that otherwise would be made to a Partner or Retired Partner, if such distribution would exceed such Person’s United States federal income tax basis in the Partnership. Any amount that is not distributed to a Partner or Retired Partner due to the preceding sentence, as determined by the General Partner, either shall be retained by the Partnership on such Person’s behalf or loaned to such Person. Subject to the first sentence of this Section 4.4, 100% of any or all subsequent cash distributions shall be distributed to such Person (or, if there is more than one such Person, pro rata to all such Persons based on the aggregate amount of distributions each such Person has not yet received) until each such Person has received the same aggregate amount of distributions such Person would have received had distributions to such Person not been deferred pursuant to this Section 4.4. If any amount is loaned to a Partner or Retired Partner pursuant to this Section 4.4, (a) any amount thereafter distributed to such Person shall be applied to repay the principal amount of such loan, and (b) interest, if any, accrued or received by the Partnership on such loan shall be allocated and distributed to such Person. Any such loan shall be repaid no later than immediately prior to the liquidation of the Partnership. Until such repayment, for purposes of any determination hereunder based on amounts distributed to a Person, the principal amount of such loan shall be treated as having been distributed to such Person.

ARTICLE 5MANAGEMENT

Section 5.1Rights and Powers of the General Partner

(a)Subject to the terms and conditions of this Agreement, the General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds and certain Voting Affiliated Feeder Funds.

(b)Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided, that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis without the consent of the Required Voting Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and (subject to any vote requirement in Section 5.2(d)(iv)) any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Act shall be construed as being exercisable by the General Partner in its sole and absolute discretion.

(c)With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Applicable Tax Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership or General Partner, and undertake any action reasonably requested by the Partnership or the General Partner, in connection with any elections made by the Applicable Tax Representative or as determined to be reasonably necessary by the Applicable Tax Representative under the BBA Audit Rules.

(d)Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the exclusive authority to make any elections required or permitted to be made by the Partnership under any provisions of the Code or any other law.

Section 5.2Delegation of Duties

(a)Subject to Section 5.1, the General Partner may delegate to any Person or Persons any of the duties, powers and authority vested in it hereunder on such terms and conditions as it may consider appropriate.

(b)Without limiting the generality of Section 5.2(a), the General Partner shall have the power and authority to appoint any Person, including any Person who is a Limited Partner, to provide services to and act as an employee or agent of the Partnership and/or General Partner, with such titles and duties as may be specified by the General Partner. Any Person appointed by the General Partner to serve as an employee or agent of the Partnership shall be subject to removal at any time by the General Partner; and shall report to and consult with the General Partner at such times and in such manner as the General Partner may direct.

(c)Any Person who is a Limited Partner and to whom the General Partner delegates any of its duties pursuant to this Section 5.2 or any other provision of this Agreement shall be subject to the same standard of care, and shall be entitled to the same rights of indemnification and exoneration, applicable to the General Partner under and pursuant to Section 5.7, unless such Person and the General Partner mutually agree to a different standard of care or right to indemnification and exoneration to which such Person shall be subject.

(d)Except as otherwise expressly provided herein, action by the General Partner with respect to any of the following matters shall be taken only in accordance with the directions of the Required Voting Partners:

(i)the exercise of the Partnership’s authority to borrow any funds on a secured basis for the account of the Partnership;

(ii)the determination of whether to conduct a business other than serving as a general partner of private equity funds;

(iii)the amendment of this Agreement, and the exercise of the authority of the Partnership with respect to the approval of any amendment to the Fund LP Agreement, in each case, that adversely affects, obligations, rights or economic interests of Team Members; and

(iv)to the fullest extent permitted by law, the voluntary dissolution of the Partnership, and the exercise of the authority of the Partnership to cause a voluntary dissolution of any of the Funds other than in connection with an Event of Dissolution (as defined in the applicable Fund LP Agreement) of the Funds.

The foregoing shall not restrict the General Partner from delegating authority to execute or implement any such determinations made by the General Partner.

(e)The General Partner shall be permitted to designate one or more committees of the Partnership which committees may include Limited Partners as members. Any such committees shall have such powers and authority granted by the General Partner. Any Limited Partner who has agreed to serve on a committee shall not be deemed to have the power to bind or act for or on behalf of the Partnership in any manner and in no event shall a member of a committee be considered a general partner of the Partnership by agreement, estoppel or otherwise or be deemed to participate in the control of the business of the Partnership as a result of the performance of his duties hereunder or otherwise.

(f)The General Partner shall cause the Partnership to enter into an arrangement with the Management Company which arrangement shall require the Management Company to pay all costs and expenses of the Partnership.

Section 5.3Transactions with Affiliates

To the fullest extent permitted by applicable law, the General Partner (or any Affiliate of the General Partner), when acting on behalf of the Partnership, is hereby authorized to (a) purchase property from, sell property to, lend money to or otherwise deal with any Affiliates, any Limited Partner, the Partnership, any of the Funds or any Affiliate of any of the foregoing Persons, and (b) obtain services from any Affiliates, any Limited Partner, the Partnership, any of the Funds or any Affiliate of the foregoing Persons.

Section 5.4Expenses

(a)Subject to the arrangement contemplated by Section 5.2(f), the Partnership will pay, or will reimburse the General Partner for, all costs and expenses arising in connection with the organization and operations of the Partnership.

(b)Any withholding taxes payable by the Partnership, to the extent determined by the General Partner to have been paid or withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Partners, shall be allocated among and debited against the Capital Accounts of only those Partners on whose behalf such payments are made or whose particular circumstances gave rise to such payments in accordance with Section 4.2.

Section 5.5Rights of Limited Partners

(a)Limited Partners shall have no right to take part in the management or control of the Partnership’s business, nor shall they have any right or authority to act for the Partnership or to vote on matters other than as set forth in this Agreement or as required by applicable law.

(b)Without limiting the generality of the foregoing, the General Partner shall have the full and exclusive authority, without the consent of any Limited Partner, to compromise the obligation of any Limited Partner to make a capital contribution or to return money or other property paid or distributed to such Limited Partner in violation of the Act.

(c)Nothing in this Agreement shall entitle any Partner to any compensation for services rendered to or on behalf of the Partnership as an agent or in any other capacity, except for any amounts payable in accordance with this Agreement.

(d)Subject to the Fund LP Agreements and to full compliance with AGM’s code of ethics and other written policies relating to personal investment transactions, membership in the Partnership shall not prohibit a Limited Partner from purchasing or selling as a passive investor any interest in any asset.

Section 5.6Other Activities of General Partner

Nothing in this Agreement shall prohibit the General Partner from engaging in any activity other than acting as General Partner hereunder.

Section 5.7Duty of Care; Indemnification

(a)The General Partner (including, without limitation, for this purpose each former and present director, officer, manager, member, employee and stockholder of the General Partner), the Tax Matters Partner, the Partnership Representative and each Limited Partner (including any former Limited Partner) in his capacity as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities, whether or not a Retired Partner (each, a “Covered Person” and collectively, the “Covered Persons”), shall not be liable to the Partnership or to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of his services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent, or (ii) that adversely affected any Fund and that failed to satisfy the duty of care owed pursuant to the applicable Fund LP Agreement or as otherwise required by law.

(b)A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or his activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner, the Tax Matters Partner, the Partnership Representative or a Limited Partner or by reason of serving or having served, at the request of the Partnership in its capacity as Fund General Partner of the Funds, as a director, officer, consultant, advisor, manager, member or partner of any enterprise in which any of the Funds has or had a financial interest, including issuers of Portfolio Investments; provided, that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that his acts or his failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the Funds unavailable. The right to indemnification granted by this Section 5.7 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that he is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 5.7, and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 5.7. In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 5.7 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Article 5 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Article 5. Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Article 5, and shall be entitled to the benefit of the indemnity granted to the Partnership by each of the Funds pursuant to the terms of the Fund LP Agreements.

(c)To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for his good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.

(d)Notwithstanding any of the foregoing provisions of this Section 5.7, the Partnership may but shall not be required to indemnify (i) a Retired Partner (or any other former Limited Partner) with respect to any claim for indemnification or advancement of expenses arising from any conduct occurring more than six months after the date of such Person’s retirement (or other withdrawal or departure), or (ii) a Limited Partner with respect to any claim for indemnification or advancement of expenses as a director, officer or agent of the issuer of any Portfolio Investment to the extent arising from conduct in such capacity occurring more than six months after the complete disposition of such Portfolio Investment by the Fund.

ARTICLE 6ADMISSIONS, TRANSFERS AND WITHDRAWALS

Section 6.1Admission of Additional Limited Partners; Effect on Points

(a)The General Partner may at any time admit as an additional Limited Partner any Person who has agreed to be bound by this Agreement and may assign Points to such Person and/or increase the Points of any existing Limited Partner, in each case, subject to and in accordance with Section 7.1.

(b)Each additional Limited Partner shall execute (i) either a counterpart to this Agreement or a separate instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner, and (ii) the documents contemplated by Section 7.1(b), and shall be admitted as a Limited Partner upon such execution.

Section 6.2Admission of Additional General Partner

The General Partner may admit one or more additional general partners at any time without the consent of any Limited Partner, other than the Required Voting Partners if such additional general partner is not an Affiliate of AGM. No reduction in the Points of any Limited Partner shall be made as a result of the admission of an additional general partner or the increase in the Points of any general partner without the consent of such Limited Partner. Any additional general partner shall be admitted as a general partner upon its execution of a counterpart signature page to this Agreement.

Section 6.3Transfer of Interests of Limited Partners

(a)No Transfer of any Limited Partner’s interest in the Partnership, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Limited Partner, unless the prior written consent of the General Partner has been obtained, which consent may be given or withheld by the General Partner. Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of such Limited Partner all or part of such Limited Partner’s interest in the Partnership (subject to continuing obligations of such Limited Partner, including, without limitation, with regard to vesting, restrictive covenants and the grant of shares); provided, that the Transfer has been previously approved in writing by the General Partner, such approval not to be unreasonably withheld. In the event of any Transfer, all of the conditions of the remainder of this Section 6.3 must also be satisfied.

(b)A Limited Partner or his legal representative shall give the General Partner notice before the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer, and shall provide sufficient information to allow legal counsel acting for the Partnership to make the determination that the proposed Transfer will not result in any of the following consequences:

(i)require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;

(ii)result in a termination of the Partnership under section 708(b)(1)(B) of the Code or jeopardize the status of the Partnership as a partnership for United States federal income tax purposes; or

(iii)violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or regulation of any jurisdiction.

Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner.

(c)In the event any Transfer permitted by this Section 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferees have pursuant to the provisions of this Agreement.

(d)A permitted transferee shall be entitled to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to Transfer such interest in accordance with the terms of this Agreement; provided, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner). Such transferee shall be admitted to the Partnership as a substituted Limited Partner upon execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.

(e)Any other provision of this Agreement to the contrary notwithstanding, to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.3, the General Partner may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement.

(f)In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, at the direction of the General Partner, may, but shall not be required to, file an election under section 754 of the Code and in accordance with the applicable Treasury Regulations, to cause the basis of the Partnership’s assets to be adjusted as provided by section 734 or 743 of the Code.

(g)The Partnership shall maintain books for the purpose of registering the transfer of partnership interests in the Partnership. No transfer of a partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the Partnership.

(h)In the event of a Transfer of all of a Limited Partner’s interest in the Partnership, such Limited Partner shall remain liable to the Partnership as contemplated by Section 4.2(b) and shall, if requested by the General Partner, expressly acknowledge such liability in such agreements as may be entered into by such Limited Partner in connection with such Transfer.

Section 6.4Withdrawal of Partners

A Partner in the Partnership may not withdraw from the Partnership prior to its dissolution. For the avoidance of doubt, any Limited Partner who transfers to a Related Party such Limited Partner’s entire remaining entitlement to allocations and distributions shall remain a Limited Partner, notwithstanding the admission of the transferee Related Party as a Limited Partner, for as long as the transferee Related Party remains a Limited Partner.

Section 6.5Pledges

(a)A Limited Partner shall not pledge or grant a security interest in such Limited Partner’s interest in the Partnership unless the prior written consent of the General Partner has been obtained (which consent may be given or withheld by the General Partner).

(b)Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any Limited Partner may grant to a bank or other financial institution a security interest in such part of such Limited Partner's interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or upon the occurrence of such similar events with respect to such Limited Partner's interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement and, if applicable, shall no longer be considered a Voting Partner for purposes of this Agreement.

(c)For purposes of the grant, pledge, attachment or perfection of a security interest in a partnership interest in the Partnership or otherwise, each such partnership interest shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

(d)Any partnership interest in the Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form:

Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED MARCH 2, 2017 AND EFFECTIVE AS OF AUGUST 21, 2015, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.

(e)Each certificate representing a partnership interest in the Partnership shall be executed by manual or facsimile signature of the General Partner on behalf of the Partnership.

(f)Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the DEUCC, such provision of Article 8 of the DEUCC shall control.

ARTICLE 7ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS
AND RETIREMENT OF PARTNERS

Section 7.1Allocation of Points

(a)Except as otherwise provided herein, the General Partner shall be responsible for the allocation of Points from time to time to the Limited Partners. The General Partner may allocate Points to a new Limited Partner and/or increase the Points of any existing Limited Partner, in each case, solely in accordance with the terms and conditions set forth herein.

(b)Unless otherwise agreed by the General Partner, the allocation of Points to any Limited Partner shall not become effective until:

(i)the receipt of the following documents, in form and substance satisfactory to the General Partner, executed by such Limited Partner: (A) a customary and standard guarantee or guarantees, for the benefit of Fund investors, of the Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and (B) a customary and standard undertaking to reimburse APH for any payment made by it (or by another AGM Affiliate) that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; and

(ii)the effective date of the acceptance by Co-Investors (A) of a capital commitment from such Limited Partner (or his Related Party, as applicable) in an amount equal to the percentage of total Fund commitments specified in the Points allocation notice delivered to such Limited Partner by the General Partner. Upon the occurrence of a material default, after the expiration of the applicable cure period set forth in section 4.2 of the Co-Investors (A) Partnership Agreement, in the obligation to contribute capital to Co-Investors (A) in accordance with the Co-Investors (A) Partnership Agreement by a Limited Partner, the General Partner may reduce or eliminate the Points of any such Limited Partner (including the Vested Points of any Retired Partner).

(c)The General Partner shall maintain on the books and records of the Partnership a record of the number of Points allocated to each Partner and shall give notice to each Limited Partner of the number of such Limited Partner’s Points upon admission to the Partnership of such Limited Partner and promptly upon any change in such Limited Partner’s Points pursuant to this Article 7 and such notice shall include the calculations used by the General Partner to determine the amount of any such reduction.

(d)In the event that the General Partner in good faith enters into an agreement pursuant to which a Person other than AGM or a subsidiary of AGM would receive a distribution of Operating Profit relating to one or more, but not all, specified Portfolio Investments that would be made prior to any distribution of Operating Profit with respect to the same Portfolio Investment for Team Members or their Related Parties (a “Portfolio Investment Distribution”), then distributions to Partners of Operating Profit with respect to such Portfolio Investment must be commenced following the Portfolio Investment Distribution at the same time to all Partners in respect of their Points, in each case, in accordance with Section 4.1(b).

Section 7.2Retirement of Partner

(a)A Limited Partner shall become a Retired Partner upon:

(i)delivery to such Limited Partner of a notice by the General Partner terminating such Limited Partner’s employment by AGM or an Affiliate thereof, unless otherwise determined by the General Partner;

(ii)delivery by such Limited Partner of a notice to the General Partner, AGM or an Affiliate thereof stating that such Limited Partner elects to resign from or otherwise terminate his or her employment by or service to AGM or an Affiliate thereof; or

(iii)the death of the Limited Partner, whereupon the estate of the deceased Limited Partner shall be treated as a Retired Partner in the place of the deceased Limited Partner, or the Disability of the Limited Partner.

(b)Nothing in this Agreement shall obligate the General Partner to treat Retired Partners alike, and the exercise of any power or discretion by the General Partner in the case of any one such Retired Partner shall not create any obligation on the part of the General Partner to take any similar action in the case of any other such Retired Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each such Retired Partner separately.

Section 7.3Additional Points

If one or more Partners or Retired Partners is assigned additional Points and such Partner or Retired Partner and the General Partner agree in connection with such assignment that such assignment may be, for purposes of section 83 of the Code, a transfer in connection with the performance of services of an interest that would not qualify as a “profits interest” within the meaning of IRS Revenue Procedure 93-27, then to the extent mutually agreed by such Partner or Retired Partner and the General Partner, the Partnership may make such adjustments to the amounts allocated and distributed to such Partner or Retired Partner with respect to such interest (and corresponding adjustments to other allocations and distributions for Partners and Retired Partners as determined by the General Partner) so as to cause such interest to qualify as a “profits interest” within the meaning of IRS Revenue Procedure 93-27.

ARTICLE 8DISSOLUTION AND LIQUIDATION

Section 8.1Dissolution and Liquidation of Partnership

(a)Upon dissolution of the Partnership in accordance with the Act, the General Partner shall liquidate the business and administrative affairs of the Partnership, except that, if the General Partner is unable to perform this function, a liquidator may be elected by a majority in interest (determined by Points) of Limited Partners and upon such election such liquidator shall liquidate the Partnership. Capital Profit and Capital Loss, Operating Profit and Operating Loss during the Fiscal Years that include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from liquidation shall be distributed in the following manner:

(i)first, the debts, liabilities and obligations of the Partnership including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Partnership’s assets to the Partners has been completed, shall be satisfied (whether by payment or by making reasonable provision for payment thereof); and

(ii)thereafter, the Partners shall be paid amounts pro rata in accordance with and up to the positive balances of their respective Capital Accounts, as adjusted pursuant to Article 3.

(b)Anything in this Section 8.1 to the contrary notwithstanding, the General Partner or liquidator may distribute ratably in kind rather than in cash, upon dissolution, any assets of the Partnership in accordance with the priorities set forth in Section 8.1(a), provided, that if any in kind distribution is to be made the assets distributed in kind shall be valued as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 8.1(a).

ARTICLE 9GENERAL PROVISIONS

Section 9.1Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreement

(a)The General Partner may amend this Agreement at any time, in whole or in part, without the consent of any Limited Partner by giving notice of such amendment to any Limited Partner whose rights or obligations as a Limited Partner pursuant to this Agreement are changed thereby; provided, that any amendment that would effect a materially adverse change in the contractual rights or obligations of a Partner (such rights or obligations determined without regard to the amendment power reserved herein) may only be made if the written consent of such Partner is obtained prior to the effectiveness thereof; provided, that any amendment that increases a Partner’s obligation to contribute to the capital of the Partnership or increases such Partner’s Clawback Share shall not be effective with respect to such Partner, unless such Partner consents thereto in advance in writing. Notwithstanding the foregoing, the General Partner may amend this Agreement at any time, in whole or in part, without the consent of any Limited Partner to enable the Partnership to (i) comply with the requirements of the “Safe Harbor” Election within the meaning of the Proposed Revenue Procedure of Notice 2005-43, 2005-24 IRB 1, Proposed Treasury Regulation section 1.83-3(e)(1) or Proposed Treasury Regulation section 1.704-1(b)(4)(xii) at such time as such proposed Procedure and Regulations are effective and to make any such other related changes as may be required by pronouncements or Treasury Regulations issued by the Internal Revenue Service or Treasury Department after the date of this Agreement and (ii) enable, when applicable, the Partnership (or the Partnership Representative) to comply with the BBA Audit Rules or to make any elections or take any other actions available thereunder. An adjustment of Points shall not be considered an amendment to the extent effected in compliance with the provisions of Section 7.1 or Section 7.3 as in effect on the date hereof or as hereafter amended in compliance with the requirements of this Section 9.1(a). The General Partner’s approval of or consent to any transaction resulting in the substitution of another Person in place of the Partnership as the managing or general partner of any of the Funds or any change to the scheme of distribution under any of the Fund LP Agreements that would have the effect of reducing the Partnership’s allocable share of the Net Income of any Fund shall require the consent of any Limited Partner adversely affected thereby.

(b)Notwithstanding the provisions of this Agreement, including Section 9.1(a), it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into one or more side letters or similar agreements with one or more Limited Partners which have the effect of establishing rights under, or altering or supplementing the terms of this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement with one or more Limited Partners shall govern with respect to such Limited Partner or Limited Partners notwithstanding the provisions of this Agreement. Any such side letters or similar agreements shall be binding upon the Partnership or the General Partner, as applicable, and the signatories thereto as if the terms were contained in this Agreement, but no such side letter or similar agreement between the General Partner and any Limited Partner or Limited Partners and the Partnership shall adversely amend the contractual rights or obligations of any other Limited Partner without such other Limited Partner’s prior consent.

(c)The provisions of this Agreement that affect the terms of the Co-Investors (A) Partnership Agreement applicable to Limited Partners constitute a “side letter or similar agreement” between each Limited Partner and the general partner of Co-Investors (A), which has executed this Agreement exclusively for purposes of confirming the foregoing.

Section 9.2Special Power-of-Attorney

(a)Each Partner hereby irrevocably makes, constitutes and appoints the General Partner with full power of substitution, the true and lawful representative and attorney-in-fact, and in the name, place and stead of such Partner, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish:

(i)any amendment to this Agreement which complies with the provisions of this Agreement (including the provisions of Section 9.1);

(ii)all such other instruments, documents and certificates which, in the opinion of legal counsel to the Partnership, may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership as a limited partnership;

(iii)all such instruments, certificates, agreements and other documents relating to the conduct of the investment program of any of the Funds which, in the opinion of such attorney-in-fact and the legal counsel to the Funds, are reasonably necessary to accomplish the legal, regulatory and fiscal objectives of the Funds in connection with its or their acquisition, ownership and disposition of investments, including, without limitation:

(A) the governing documents of any management entity formed as a part of the tax planning for any of the Funds and any amendments thereto; and

(B) documents relating to any restructuring transaction with respect to any of the Funds’ investments,

provided, that such documents referred to in clauses (A) and (B) above, viewed individually or in the aggregate, provide substantially equivalent financial and economic rights and obligations with respect to such Limited Partner and otherwise do not:

(1) increase the Limited Partner’s overall financial obligation to make capital contributions with respect to the relevant Fund (directly or through any associated vehicle in which the Limited Partner holds an interest);

(2) diminish the Limited Partner’s overall entitlement to share in profits and distributions with respect to the relevant Fund (directly or through any associated vehicle in which the Limited Partner holds an interest);

(3) cause the Limited Partner to become subject to increased personal liability for any debts or obligations of the Partnership; or

(4) otherwise result in an adverse change in the overall rights or obligations of the Limited Partner in relation to the conduct of the investment program of any of the Funds;

(iv)any instrument or document necessary or advisable to implement the provisions of Section 3.9 of this Agreement, including, but not limited to, the limited partnership agreement of Apollo ANRP Advisors II (APO DC), L.P., a Delaware limited partnership, or any joinder in relation to such Partner’s admission as a partner of Apollo ANRP Advisors II (APO DC), L.P.;

(v)any written notice or letter of resignation from any board seat or office of any Person (other than a company that has a class of equity securities registered under the United States Securities Exchange Act of 1934, as amended, or that is registered under the United States Investment Company Act of 1940, as amended), which board seat or office was occupied or held at the request of the Partnership or any of its Affiliates; and

(vi)all such proxies, consents, assignments and other documents as the General Partner determines to be necessary or advisable in connection with any merger or other reorganization, restructuring or other similar transaction entered into in accordance with this Agreement (including the provisions of Section 9.6(c)).

(b)Each Limited Partner is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Partnership without his consent. If an amendment of the Certificate or this Agreement or any action by or with respect to the Partnership is taken by the General Partner in the manner contemplated by this Agreement, each Limited Partner agrees that, notwithstanding any objection which such Limited Partner may assert with respect to such action, the General Partner is authorized and empowered, with full power of substitution, to exercise the authority granted above in any manner which may be necessary or appropriate to permit such amendment to be made or action lawfully taken or omitted. Each Partner is fully aware that each other Partner will rely on the effectiveness of this special power-of-attorney with a view to the orderly administration of the affairs of the Partnership. This power-of-attorney is a special power-of-attorney and is coupled with an interest in favor of the General Partner and as such:

(i)shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any party granting this power-of-attorney, regardless of whether the Partnership or the General Partner shall have had notice thereof; and

(ii)shall survive any Transfer by a Limited Partner of the whole or any portion of its interest in the Partnership, except that, where the transferee thereof has been approved by the General Partner for admission to the Partnership as a substituted Limited Partner, this power- of-attorney given by the transferor shall survive such Transfer for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect such substitution.

Section 9.3Good Faith; Discretion

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

Section 9.4Notices

Any notice required or permitted to be given under this Agreement shall be in writing. A notice to the General Partner shall be directed to the attention of Leon D. Black with a copy to the general counsel of the Partnership. A notice to a Limited Partner shall be directed to such Limited Partner’s last known residence as set forth in the books and records of the Partnership or its Affiliates (a Limited Partner’s “Home Address”). A notice shall be considered given when delivered to the addressee either by hand at his Partnership office or electronically to the primary e-mail account supplied by the Partnership for Partnership business communications, except that a notice to a Retired Partner or a notice demanding cure of a Bad Act shall be considered given only when delivered by hand or by a recognized overnight courier, together with mailing through the United States Postal System by regular mail to such Retired Partner’s Home Address.

Section 9.5Agreement Binding Upon Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors by operation of law, but the rights and obligations of the Partners hereunder shall not be assignable, transferable or delegable except as expressly provided herein, and any attempted assignment, transfer or delegation thereof that is not made in accordance with such express provisions shall be void and unenforceable.

Section 9.6Merger, Consolidation, etc.

(a)Subject to Section 9.6(b) and Section 9.7(c), the Partnership may merge or consolidate with or into one or more limited partnerships formed under the Act or other business entities (as defined in section 17-211 of the Act) pursuant to an agreement of merger or consolidation which has been approved by the General Partner.

(b)Subject to Section 9.6(c) but notwithstanding any other provision to the contrary contained elsewhere in this Agreement, an agreement of merger or consolidation approved in accordance with Section 9.6(a) may, to the extent permitted by section 17-211(g) of the Act and Section 9.6(a), (i) effect any amendment to this Agreement, (ii) effect the adoption of a new partnership agreement for the Partnership if it is the surviving or resulting limited partnership in the merger or consolidation, or (iii) provide that the partnership agreement of any other constituent limited partnership to the merger or consolidation (including a limited partnership formed for the purpose of consummating the merger or consolidation) shall be the partnership agreement of the surviving or resulting limited partnership.

(c)The General Partner shall have the power and authority to approve and implement any merger, consolidation or other reorganization, restructuring or similar transaction without the consent of any Limited Partner, other than any Limited Partner with respect to which the General Partner has determined that such transaction will, or is more likely than not to, result in any material adverse change in the financial and other material rights such Limited Partner conferred by this Agreement and any side letter or similar agreement entered into pursuant to Section 9.1(b) or the imposition of any material new financial obligation on such Limited Partner. Subject to the foregoing, the General Partner may require one or more of the Limited Partners to sell, exchange, transfer or otherwise dispose of their interests in the Partnership in connection with any such transaction, and each Limited Partner shall take such action as may be directed by the General Partner to effect any such transaction.

Section 9.7Governing Law; Dispute Resolution

(a)This Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws rules thereof.

(b)Subject to Section 9.7(c), any dispute, controversy, suit, action or proceeding arising out of or relating to this Agreement will be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Delaware law) in accordance with, and pursuant to, the applicable rules of JAMS (“JAMS”). The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the United States Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the JAMS administrative fees, the arbitrator’s fee and expenses. Each party shall be responsible for such party’s attorneys’ fees. If neither party is so determined, such fees shall be shared. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR THE PARTNER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

(c)Nothing in this Section 9.7(c) will prevent the General Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., injunction or restraining order to enforce any restrictive covenants against a Limited Partner), in addition to and not in lieu of any other remedy to which it may be entitled at law or in equity, if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with any breach or anticipated breach of covenants applicable pursuant to a Limited Partner’s Award Letter; provided, that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other relief in a judicial proceeding and all parties submit to the exclusive jurisdiction of the forum described in Section 9.7(b) hereto for any dispute or claim concerning continuing entitlement to distributions or other payments, even if such dispute or claim involves or relates to any restrictive covenants set forth in a Limited Partner’s Award Letter. For the purposes of this Section 9.7(c), each party hereto consents to the exclusive jurisdiction and venue of the courts of the state and federal courts within the County of New York in the State of New York.

Section 9.8Termination of Right of Action

Every right of action arising out of or in connection with this Agreement by or on behalf of any past, present or future Partner or the Partnership against any past, present or future Partner shall, to the fullest extent permitted by applicable law, irrespective of the place where the action may be brought and irrespective of the residence of any such Partner, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.

Section 9.9Not for Benefit of Creditors

The provisions of this Agreement are intended only for the regulation of relations among Partners and between Partners and former or prospective Partners and the Partnership. This Agreement is not intended for the benefit of any Person who is not a Partner, and no rights are intended to be granted to any other Person who is not a Partner under this Agreement.

Section 9.10Reports

As soon as practicable after the end of each taxable year, the General Partner shall furnish to each Limited Partner (a) such information as may be required to enable each Limited Partner to properly report for United States federal and state income tax purposes his distributive share of each Partnership item of income, gain, loss, deduction or credit for such year, and (b) a statement of the total amount of Operating Profit or Operating Loss for such year, including a copy of the United States Internal Revenue Service Schedule “K-1” issued by the Partnership to such Limited Partner, and a reconciliation of any difference between (i) such Operating Profit or Operating Loss, and (ii) the aggregate net profits or net losses allocated by the Funds to the Partnership for such year (other than any difference attributable to the aggregate Capital Profit or Capital Loss allocated by the Funds to the Partnership for such year).

Section 9.11Filings

The Partners hereby agree to take any measures necessary (or, if applicable, refrain from any action) to ensure that the Partnership is treated as a partnership for federal, state and local income tax purposes.

Section 9.12Headings, Gender, Etc.

The section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. As used herein, masculine pronouns shall include the feminine and neuter, and the singular shall be deemed to include the plural.

Signature Page Follows

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

General Partner:APOLLO ANRP CAPITAL MANAGEMENT II, LLC

By: Name: Laurie D. MedleyTitle: Vice President

Limited Partners:APH HOLDINGS, L.P.

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

By: Name: Laurie D. MedleyTitle: Vice President

APOLLO GLOBAL CARRY POOL INTERMEDIATE, L.P.

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

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

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

By: Name: Laurie D. MedleyTitle: Vice President

For purposes of Section 9.1(c):

APOLLO CO-INVESTORS MANAGER, LLC

By: Name: Laurie D. MedleyTitle: Vice President

iii

EX-10.64

Exhibit 10.64

CONFIDENTIAL AND PROPRIETARY

Apollo ANRP Advisors II, L.P.

[Name]

[Address]

Dear [Name]:

Reference is made to the letter agreement dated as of [ ] by and among Apollo ANRP Advisors II, L.P., Apollo ANRP Capital Management II, L.P. and you (your “Carry Plan”). This Award Letter confirms the number of Points you are being awarded and certain terms in relation with your Carry Plan [and confirms your admission as a limited partner of Apollo ANRP Co-Investors II (A), L.P. effective as of [ ]]. Capitalized terms not defined herein shall have the meanings set forth in your Carry Plan.

Your Initial Point Award

You are being granted [ ] Points on the terms set forth in this Award Letter and your Carry Plan.

Vesting Percentage and Vesting Commencement Date

The term “Vesting Percentage” as applied to you shall have the meaning set forth below:

[ ]

Your “Vesting Commencement Date” is [ ].

Dilution

As long as you have fewer than [ ] Points, they are not subject to dilution, except to the extent that Points (or the equivalent) are allocated to Persons not affiliated or associated with AGM in accordance with section 7.1(d) of Annex A of your Carry Plan. To the extent you have more than [ ] Points, they will be subject to dilution on terms that are no less favorable to you than the dilution applicable to a Team Member. If your Points are diluted, you will be entitled to have them restored out of forfeited Points of others in a manner consistent with the policy applicable to Team Members. “Team Member” means an individual who provides substantial services to Apollo’s natural resources business.

Mandatory Purchases and Repurchases of AGM Shares

A portion of all distributions (the “Holdback Amount”) in a given quarter will be required to be used by you to purchase Class A shares of AGM (“AGM Shares”) in accordance with the terms and conditions set forth herein. The Holdback Amount will be based on the following formula, except to the extent reduced by the Executive Committee:

[ ]

The Holdback Amount, if any, will be distributed on the first business day on which a “trading window” occurs during the quarter following the quarter end to which the distribution relates, or, if earlier, 10 days before the end of such succeeding quarter or, if such date falls on a weekend or holiday, the next preceding business day.

The General Partner (or its designee) shall serve as agent in effecting the acquisition by you of the AGM Shares on the date such amounts are distributed (i.e., no cash distribution will actually be made to you, but rather, the Holdback Amount will be paid directly to AGM on your behalf to acquire AGM Shares).

The amount of AGM Shares to be acquired on any such distribution date shall be based on the fair market value of the AGM Shares. Only whole AGM Shares will be acquired, and cash shall be distributed to you in lieu of fractional AGM Shares.

To the extent mandated by applicable law and/or as set forth in a written clawback policy, AGM Shares awarded under the Carry Plan and amounts distributed in respect of Points may be subject to such policy solely, unless otherwise required by law, to the extent such policy was in effect as of the date the applicable Points were awarded.

For purposes of calculating your Clawback Share, AGM Shares (including, for the avoidance of doubt, any such shares that have previously vested, but excluding any such shares that have previously been mandatorily repurchased by AGM) shall be valued, without regard to any restrictions thereon and/or whether or not you still retain such AGM Shares, based on the purchase price of such AGM Shares as set forth on the grant notice provided with respect to such AGM Shares.

ANRP II Capital Commitment

You are required to make a capital commitment to Co-Investors (A) in an amount equal to [$ ].

Bad Act and Designated Act

Each of the terms “Bad Act” and “Designated Act” as applied to you shall have the meaning set forth in Annex A hereto.

Equal Treatment

You, on the one hand, and AGM, on the other hand, shall be treated equally with the limited partners of the Partnership with respect to allocations, distributions (including, for the avoidance of doubt, with respect to the form and timing of any allocations and distributions), clawbacks and dilution.

Restrictive Covenants

In consideration of your participation in the Carry Plan, you will be subject to restrictions in favor of AGM regarding confidentiality, non-solicitation, non-interference, non-disparagement and non-compete set forth in Annex B hereto.

Retirement

If (a) you become a Retired Partner for a reason other than an election to resign from employment by or service to AGM or an Affiliate or involuntary termination of employment or service by reason of a Bad Act and (b) your Points are reduced upon retirement pursuant to the following paragraph, upon your request, the General Partner shall arrange for your Required Commitment to be reduced to an amount that is proportionate to your Vested Points. Otherwise, if your Points are reduced upon retirement pursuant to the following paragraph, the General Partner may, but shall not be required to, arrange for your Required Commitment to be reduced to an amount that is proportionate to your Vested Points. Any compulsory or discretionary decrease in the proportionate capital commitment to Co-Investors (A) will apply only to new Portfolio Investments of the Fund made on or after the date the General Partner arranges for such decreased commitment. Such decreased commitment shall not apply to any additional investments relating to a Portfolio Investment made prior to the date the General Partner arranges for such decreased commitment. Your Required Commitment to Co-Investors (A) shall not be otherwise reduced or released as a result of you becoming a Retired Partner.

Your Points shall be reduced automatically to (a) zero if your retirement is the consequence of a Bad Act and (b) otherwise, an amount equal to your Vested Points calculated as of the Retirement Date. Any such reduction shall be effective as of the Retirement Date or such subsequent date as may be determined by the General Partner; provided that the General Partner may agree to a lesser reduction (or to no reduction) of your Points.

Miscellaneous

This Award Letter shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws that would cause the laws of another jurisdiction to apply. This Award Letter is binding on and enforceable against the General Partner, the Partnership and you. This Award Letter may be amended only with the consent of each party hereto. The Partnership or the General Partner may provide copies of this Award Letter to other Persons. This Award Letter may be executed by facsimile and in one or more counterparts, all of which shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

Very truly yours,

APOLLO ANRP ADVISORS II, L.P.

APOLLO ANRP ADVISORS II (APO DC), L.P.

By:    Apollo ANRP Capital Management II, LLC,

its general partner

By:                        ___________________________

Name:    

Title:    

APOLLO ANRP CO-INVESTORS II(A), L.P.

By:    Apollo Co-Investors Manager II, LLC,

its general partner

By:                        ___________________________

Name:    

Title:    

APOLLO ANRP CAPITAL MANAGEMENT II, LLC

By:                        ___________________________

Name:    

Title:    

Accepted and agreed as of the date first written above

[NAME]

                    ___________________________

Annex A

Definitions

“Bad Act” means your:

(i)        commission of an intentional violation of a material law or regulation in connection with any transaction involving the purchase, sale, loan, pledge or other disposition of, or the rendering of investment advice with respect to, any security, asset, futures or forward contract, insurance contract, debt instrument or currency, in each case, that has a significant adverse effect on your ability to perform services to AGM or any of its Affiliates;

(b)    commission of an intentional and material breach of a material provision of a written AGM Code of Conduct (other than any AGM Code of Conduct adopted after the date of your admission to the Partnership with the primary purpose of creating or finding “Bad Acts”);

(c)    commission of intentional misconduct in connection with your performance of services for AGM or any of its Affiliates;

(d)    commission of any misconduct that, individually or in the aggregate, has caused or substantially contributed to, or is reasonably likely to cause or substantially contribute to, material economic or reputational harm to AGM or any of its Affiliates (excluding any mistake of judgment made in good faith with respect to a portfolio investment or account managed by AGM or its Affiliates, or a communication made to the principals or other partners, in a professional manner, of a good faith disagreement with a proposed action by AGM or any of its Affiliates);

(e)    conviction of a felony or plea of no contest to a felony charge, in each case if such felony relates to AGM or any of its Affiliates;

(f)    fraud in connection with your performance of services for AGM or any of its Affiliates; or

(g)    embezzlement from AGM or any of its Affiliates or interest holders;

provided, that

(i)    you have failed to cure within fifteen business days after notice thereof, to the extent such occurrence is susceptible to cure, the items set forth in clauses (b) and (d), and

(ii)    during the pendency of any felony charge under clause (e), AGM and its Affiliates may suspend payment of any distributions in respect of your Points, and if (A) you are later acquitted or otherwise exonerated from such charge, or (B) your employment or service with AGM or its applicable Affiliate does not terminate, then (1) AGM or its applicable Affiliate shall pay to you all such accrued but unpaid distributions with respect to vested Points, with interest calculated from the date such distributions were suspended at the prime lending rate in effect on the date of such suspension, and (2) throughout the period of suspension (or until the date of termination of employment or service, if earlier), distributions with respect to unvested Points shall continue to accrue, and Points shall continue to vest, in accordance with the terms and conditions set forth herein.

“Designated Act” means your:

(a)    intentional breach of any material provision of an award agreement or any other agreement of AGM or any of its Affiliates;

(b)    failure to devote a significant portion of your time to performing services as an agent of AGM without the prior written consent of AGM, other than by reason of death or Disability; or

(c)    suspension or other disciplinary action against you by an applicable regulatory authority;

provided, that you have failed to cure within 15 days after notice thereof, to the extent such occurrence is susceptible to cure, the item set forth in clause (a).

For purposes of this Annex A, the term “Affiliate” includes Portfolio Companies.

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 June 30, 2017 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: August 8, 2017

/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 June 30, 2017 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: August 8, 2017

/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 June 30, 2017 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: August 8, 2017

/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 June 30, 2017 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: August 8, 2017

/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	6 Months Ended
	Jun. 30, 2017	Aug. 07, 2017
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	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Trading Symbol	APO
Amendment Flag	false
Common Class A Shares
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		193,912,759
Common Class B Shares
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		1

XML

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Assets:
Cash and cash equivalents	$ 1,070,805	$ 806,329
Restricted cash	5,023	4,680
Investments	1,576,839	1,494,744
Other assets	149,700	118,860
Carried interest receivable	1,270,311	1,257,105
Due from related parties	282,502	254,853
Deferred tax assets	598,397	572,263
Goodwill	88,852	88,852
Intangible assets, net	19,754	22,721
Total Assets	6,221,920	5,629,553
Liabilities:
Accounts payable and accrued expenses	60,094	57,465
Accrued compensation and benefits	97,515	52,754
Deferred revenue	116,095	174,893
Due to related parties	612,772	638,126
Profit sharing payable	581,854	550,148
Debt	1,358,444	1,352,447
Other liabilities	95,430	81,613
Total Liabilities	3,868,732	3,762,025
Commitments and Contingencies (see note 14)
Apollo Global Management, LLC shareholders’ equity:
Preferred shares (11,000,000 and 0 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively)	264,398	0
Additional paid in capital	1,716,138	1,830,025
Accumulated deficit	(755,465)	(986,186)
Accumulated other comprehensive loss	(3,022)	(8,723)
Total Apollo Global Management, LLC shareholders’ equity	1,222,049	835,116
Total Shareholders’ Equity	2,353,188	1,867,528
Total Liabilities and Shareholders’ Equity	6,221,920	5,629,553
Class A shares, no par value, unlimited shares authorized, 192,756,044 and 185,460,294 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
Apollo Global Management, LLC shareholders’ equity:
Class A shares, no par value, unlimited shares authorized, 192,756,044 and 185,460,294 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at June 30, 2017 and December 31, 2016	0	0
Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at June 30, 2017 and December 31, 2016
Apollo Global Management, LLC shareholders’ equity:
Class A shares, no par value, unlimited shares authorized, 192,756,044 and 185,460,294 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at June 30, 2017 and December 31, 2016	0	0
Non-Controlling Interests in Apollo Operating Group
Apollo Global Management, LLC shareholders’ equity:
Non-Controlling Interests	993,859	942,349
Consolidated Entities
Assets:
Cash and cash equivalents held at consolidated funds	9,672	7,335
Apollo Global Management, LLC shareholders’ equity:
Non-Controlling Interests	137,280	90,063
Consolidated Variable Interest Entities
Assets:
Cash and cash equivalents held at consolidated funds	44,726	41,318
Investments, at fair value	1,049,529	913,827
Other assets	55,810	46,666
Liabilities:
Debt, at fair value	884,761	786,545
Other liabilities	$ 61,767	$ 68,034

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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) (Parenthetical) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Shares held (in shares)	11,000,000	0
Preferred Stock, Shares Outstanding	11,000,000	0
Common stock, shares authorized (in shares)	Unlimited	Unlimited
Common Class A Shares
Shares issued (in shares)	192,756,044	185,460,294
Shares outstanding (in shares)	192,756,044	185,460,294
Common Class B Shares
Shares issued (in shares)	1	1
Shares outstanding (in shares)	1	1

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues:
Management fees from related parties	$ 281,305	$ 267,063	$ 550,848	$ 500,858
Advisory and transaction fees from related parties, net	23,629	64,899	38,696	72,898
Carried interest income from related parties	127,938	328,485	486,879	207,517
Total Revenues	432,872	660,447	1,076,423	781,273
Compensation and benefits:
Salary, bonus and benefits	105,545	100,188	207,158	197,422
Equity-based compensation	22,740	34,038	45,847	48,040
Profit sharing expense	58,059	127,220	202,383	89,615
Total Compensation and Benefits	186,344	261,446	455,388	335,077
Interest expense	13,195	9,800	26,194	17,673
General, administrative and other	59,729	70,088	121,769	128,719
Placement fees	5,258	2,064	7,163	3,828
Total Expenses	264,526	343,398	610,514	485,297
Other Income:
Net gains (losses) from investment activities	(513)	89,010	34,004	32,541
Net gains from investment activities of consolidated variable interest entities	6,132	698	10,240	2,017
Income from equity method investments	16,836	44,960	55,389	41,143
Interest income	622	1,296	1,425	1,881
Other income, net	742	778	19,389	525
Total Other Income	23,819	136,742	120,447	78,107
Income before income tax (provision) benefit	192,165	453,791	586,356	374,083
Income tax (provision) benefit	777	(37,988)	(38,384)	(32,841)
Net Income	192,942	415,803	547,972	341,242
Net income attributable to Non-Controlling Interests	(101,262)	(241,711)	(311,096)	(199,978)
Net Income Attributable to Apollo Global Management, LLC	91,680	174,092	236,876	141,264
Net income attributable to Preferred Shareholders	(4,772)	0	(4,772)	0
Net Income Attributable to Apollo Global Management, LLC Class A Shareholders	$ 86,908	$ 174,092	$ 232,104	$ 141,264
Distributions declared per Class A Share (USD per share)	$ 0.49	$ 0.25	$ 0.94	$ 0.53
Net Income Per Class A Share:
Net Income Available to Class A Share – Basic (in dollars per share)	0.44	0.91	1.19	0.74
Net Income Available to Class A Share - Diluted (USD per share)	$ 0.44	$ 0.91	$ 1.19	$ 0.74
Weighted Average Number of Class A Shares Outstanding - Basic (in shares)	190,591,756	183,695,920	188,564,562	183,180,625
Weighted Average Number of Class A Shares Outstanding - Diluted (in shares)	190,591,756	183,695,920	188,564,562	183,180,625

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 192,942	$ 415,803	$ 547,972	$ 341,242
Other Comprehensive Income (Loss), net of tax:
Currency translation adjustments, net of tax	11,219	(4,142)	8,940	1,959
Net gain from change in fair value of cash flow hedge instruments	25	27	51	53
Net income (loss) on available-for-sale securities	(149)	501	(101)	(450)
Total Other Comprehensive Income (Loss), net of tax	11,095	(3,614)	8,890	1,562
Comprehensive Income	204,037	412,189	556,862	342,804
Comprehensive Income attributable to Non-Controlling Interests	(103,576)	(239,994)	(314,285)	(200,895)
Comprehensive Income Attributable to Apollo Global Management, LLC	$ 100,461	$ 172,195	$ 242,577	$ 141,909

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Preferred Shares	Additional Paid in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total Apollo Global Management, LLC Shareholders’ Equity	Non- Controlling Interests in Consolidated Entities	Non-Controlling Interests in Apollo Operating Group	Common Class A Shares	Common Class A Shares Common Stock	Common Class B Shares Common Stock
Balance, Beginning of Period at Dec. 31, 2015	$ 1,388,981		$ 2,005,509	$ (1,348,384)	$ (7,620)	$ 649,505	$ 86,561	$ 652,915
Balance, Beginning of Period (in shares) at Dec. 31, 2015										181,078,937	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dilution impact of issuance of Class A shares	278		278			278
Capital increase related to equity-based compensation	36,707		36,707			36,707
Capital contributions	12,886						12,886
Distributions	(224,686)		(101,335)			(101,335)	(8,824)	(114,527)
Payments related to issuances of Class A shares for equity-based awards	(29,548)		9	29,557		(29,548)
Payments related to issuances of Class A shares for equity-based awards (in shares)										3,810,973
Repurchase of Class A Shares	(12,902)		(12,902)			(12,902)
Repurchase of Class A shares (in shares)									(954,447)	(954,447)
Exchange of AOG Units for Class A shares	191		696			696		(505)
Exchange of AOG Units for Class A shares (in shares)										169,223
Net income	341,242			141,264		141,264	4,113	195,865
Currency translation adjustments, net of tax	1,959				1,070	1,070	889
Net gain from change in fair value of cash flow hedge instruments	53				25	25		28
Net income (loss) on available-for-sale securities	(450)				(450)	(450)
Balance, End of Period at Jun. 30, 2016	1,514,711		1,928,962	(1,236,677)	(6,975)	685,310	95,625	733,776
Balance, End of Period (in shares) at Jun. 30, 2016										184,104,686	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of new accounting guidance	22,901		22,900	22,901		22,901
Balance, Beginning of Period at Dec. 31, 2016	1,867,528	$ 0	1,830,025	(986,186)	(8,723)	835,116	90,063	942,349
Balance, Beginning of Period (in shares) at Dec. 31, 2016										185,460,294	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dilution impact of issuance of Class A shares	(228)		(228)			(228)
Equity issued in connection with Preferred shares offering	264,398	264,398				264,398
Capital increase related to equity-based compensation	35,106		35,106			35,106
Capital contributions	34,115						34,115
Distributions	(412,669)	(4,772)	(184,820)			(189,592)	(2,710)	(220,367)
Payments related to issuances of Class A shares for equity-based awards	(24,284)			24,284		(24,284)
Payments related to issuances of Class A shares for equity-based awards (in shares)										1,863,332
Repurchase of Class A shares (in shares)									0
Exchange of AOG Units for Class A shares	9,459		36,055			36,055		(26,596)
Exchange of AOG Units for Class A shares (in shares)										5,432,418
Net income	547,972	4,772		232,104		236,876	7,919	303,177
Currency translation adjustments, net of tax	8,940				5,778	5,778	7,893	(4,731)
Net gain from change in fair value of cash flow hedge instruments	51				24	24		27
Net income (loss) on available-for-sale securities	(101)				(101)	(101)
Balance, End of Period at Jun. 30, 2017	$ 2,353,188	$ 264,398	$ 1,716,138	$ (755,465)	$ (3,022)	$ 1,222,049	$ 137,280	$ 993,859
Balance, End of Period (in shares) at Jun. 30, 2017										192,756,044	1

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash Flows from Operating Activities:
Net income	$ 547,972	$ 341,242
Adjustments to reconcile net income to net cash provided by operating activities:
Equity-based compensation	45,847	48,040
Depreciation and amortization	8,445	9,493
Unrealized gains from investment activities	(37,721)	(32,537)
Income from equity method investments	(55,389)	(41,143)
Change in fair value of contingent obligations	(2,561)	(1,625)
Deferred taxes, net	35,835	25,346
Other non-cash amounts included in net income, net	4,538	(5,658)
Cash flows due to changes in operating assets and liabilities:
Carried interest receivable	(18,113)	(171,844)
Due from related parties	(41,600)	(42,060)
Accounts payable and accrued expenses	2,629	24,811
Accrued compensation and benefits	44,761	30,498
Deferred revenue	(57,113)	(17,729)
Due to related parties	(37,298)	33,598
Profit sharing payable	51,088	91,537
Other assets and other liabilities, net	(19,543)	(2,387)
Cash distributions of earnings from equity method investments	30,197	11,594
Satisfaction of contingent obligation	(16,821)	0
Apollo Fund and VIE related:
Net realized and unrealized (gains) losses from investing activities and debt	(10,590)	3,025
Change in cash held at consolidated variable interest entities	50	28,581
Purchases of investments	(324,169)	(298,722)
Proceeds from sale of investments	280,657	277,800
Changes in other assets and other liabilities, net	(14,540)	(9,682)
Net Cash Provided by Operating Activities	416,561	302,178
Cash Flows from Investing Activities:
Purchases of fixed assets	(3,616)	(3,703)
Purchase of investments	(4,699)	(44,196)
Cash contributions to equity method investments	(72,674)	(106,103)
Cash distributions from equity method investments	51,513	31,667
Issuance of related party loans	(5,834)	0
Repayment of related party loans	17,700	0
Other investing activities	(1,133)	430
Net Cash Used in Investing Activities	(18,743)	(121,905)
Cash Flows from Financing Activities:
Issuance of Preferred shares (net of issuance costs)	264,398	0
Distributions to Preferred Shareholders	(4,772)	0
Principal repayments of debt	0	(200,000)
Issuance of debt	0	532,706
Satisfaction of tax receivable agreement	(17,895)	0
Purchase of Class A shares	(7,268)	(12,995)
Payments related to issuances of Class A shares for RSUs	(24,284)	(29,557)
Distributions paid	(184,820)	(101,335)
Distributions paid to Non-Controlling Interests in Apollo Operating Group	(220,367)	(114,527)
Other financing activities	(1,855)	(16,655)
Net Cash (Used in) Provided by Financing Activities	(131,005)	66,401
Net Increase in Cash and Cash Equivalents	266,813	246,674
Cash and Cash Equivalents, Beginning of Period	813,664	617,322
Cash and Cash Equivalents, End of Period	1,080,477	863,996
Supplemental Disclosure of Cash Flow Information:
Interest paid	28,316	17,159
Interest paid by consolidated variable interest entities	5,581	8,016
Income taxes paid	5,616	3,908
Supplemental Disclosure of Non-Cash Investing Activities:
Non-cash distributions from equity method investments	(25,808)	(1,175)
Non-cash purchases of other investments, at fair value	25,091	0
Supplemental Disclosure of Non-Cash Financing Activities:
Capital increases related to equity-based compensation	35,106	36,707
Other non-cash financing activities	(247)	274
Adjustments related to exchange of Apollo Operating Group units:
Deferred tax assets	39,298	1,197
Due to affiliates	(29,839)	(1,006)
Additional paid in capital	(9,459)	(191)
Non-Controlling Interest in Apollo Operating Group	26,596	505
Consolidated Variable Interest Entities
Cash Flows from Financing Activities:
Principal repayments of debt	(441,636)	0
Issuance of debt	474,234	0
Distributions paid to Non-Controlling Interests in consolidated entities	(84)	(4,086)
Contributions from Non-Controlling Interests in consolidated entities	$ 33,344	$ 12,850

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ORGANIZATION

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

ORGANIZATION

Apollo Global Management, LLC (“AGM”, together with its consolidated subsidiaries, the “Company” or “Apollo”) is a global alternative investment manager whose predecessor was founded in 1990. Its primary business is to raise, invest and manage private equity, credit and real assets funds as well as strategic investment accounts, on behalf of pension, endowment and sovereign wealth funds, as well as other institutional and individual investors. For these investment management services, Apollo receives management fees generally related to the amount of assets managed, transaction and advisory fees 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 assets—primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.

During the second quarter of 2017, the Company changed the name of its real estate segment to the real assets segment.

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 June 30, 2017, the Company owned, through six 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, APO UK (FC), Limited, a United Kingdom incorporated company that is treated as a corporation for U.S. federal income tax purposes, and APO (FC III), LLC, a Cayman Islands limited liability company (collectively, the “Intermediate Holding Companies”), 47.9% 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 June 30, 2017, Holdings owned the remaining 52.1% 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and instructions to the Quarterly Report on Form 10-Q. The condensed consolidated financial statements and these notes are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the annual financial statements included in the 2016 Annual Report.

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities (“VIEs”) and for which the Company is considered the primary beneficiary, and certain entities which are not considered VIEs but which the Company controls through a majority voting interest.

Intercompany accounts and transactions, if any, have been eliminated upon consolidation.

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

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 does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. Apollo factors in all economic interests including proportionate interests through related parties, to determine if such interests are considered a variable interest. As Apollo’s interests in many of these entities are solely through market rate performance fees and/or insignificant indirect interests through related parties, Apollo is not considered to have a variable interest in many of these entities and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.

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

Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, related parties of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.

Assets and liabilities of the consolidated VIEs are primarily shown in separate sections within the condensed consolidated statements of financial condition. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are presented within net gains from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations. For additional disclosures regarding VIEs, see note 4.

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

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” below. 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 Hierarchy

U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:

Level I - Quoted prices are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments included in Level I include listed equities and listed derivatives. The Company does not adjust the quoted price for these financial instruments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.

Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These financial instruments exhibit higher levels of liquid market observability as compared to Level III financial instruments.

Level III - Pricing inputs are unobservable for the financial instrument and includes situations where there is little observable market activity for the financial instrument. The inputs into the determination of fair value may require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partner interests in corporate private equity and real assets funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs.

When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular financial instrument would qualify for classification as Level II or Level III. These criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from independent pricing services.

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

Transfers between levels of the fair value hierarchy are recognized as of the end of the reporting period.

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, the determination of a terminal value 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. 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.

Real Assets Investments

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

Certain of the private equity, credit, and real assets funds may also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of 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.

Valuation Process

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.

Financial Instruments held by Consolidated VIEs

The Company measures both the financial assets and financial liabilities of the consolidated CLOs in its condensed consolidated financial statements using the fair value of the financial assets of the consolidated CLOs, which are more observable than the fair value of the financial liabilities of the consolidated CLOs. As a result, the financial assets of the consolidated CLOs are measured at fair value and the financial liabilities are measured in consolidation as: (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLOs less (ii) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the measurement alternative, net income (loss) attributable to Apollo Global Management, LLC reflects the Company’s own economic interests in the consolidated CLOs including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services.

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

As previously noted, the Company measures the debt obligations of the consolidated CLOs on the basis of the fair value of the financial assets of the consolidated CLOs.

Investments, 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 of the consolidated VIEs are reflected as net gains (losses) from investment activities of consolidated variable interest entities in the condensed consolidated statements of operations.

Net gains (losses) from investment activities in the condensed consolidated statements of operations include both realized gains and losses and the change in unrealized gains and losses in the Company’sinvestments, at fair value between the opening reporting date and the closing reporting date.

Fair Value Option

Apollo has elected the fair value option for the Company’s investment in Athene Holding, the assets and liabilities of certain of its consolidated VIEs (including CLOs) and certain of the Company’s other investments. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. 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 and other investments for which the fair value option has been elected.

Equity Method Investments

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

Revenues

Revenues are reported in three separate categories that include (i) advisory and transaction fees from related parties, net, which relate to the investments of the funds the Company manages 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 it manages; (ii) management fees from related parties, 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 related parties, which is normally based on the performance of the funds the Company manages that are subject to preferred return.

Management Fees from Related Parties—Management fees for private equity, credit, and real assets 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.

Advisory and Transaction Fees from Related Parties, 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 recorded net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is recorded in due from related parties on the condensed consolidated statements of financial condition.

Advisory and transaction fees from related parties, 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 recorded 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 recorded in due from related parties, which is discussed further in note 13. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Advisory and transaction fees from related parties are presented net of the Management Fee Offset in the condensed consolidated statements of operations.

Carried Interest Income from Related Parties—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 fees are assessed as a percentage of the investment performance of the funds. The carried interest income from related parties 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 related parties 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 related parties, 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.

Carried interest income from related parties also includes a quarterly performance fee on the pre-incentive fee net investment income (“AINV Part I Fees”) of AINV. For purposes of the AINV Part I Fees, the net investment income of AINV includes interest income, dividend income and certain other income but excludes any realized and unrealized capital gains or losses. Such AINV Part I Fees are paid quarterly and are not subject to repayment.

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

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

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

Compensation and Benefits

401(k) Savings Plan

The Company sponsors a 401(k) savings plan (the “401(k) Plan”) whereby U.S.-based employees are entitled to participate in the 401(k) Plan based upon satisfying certain eligibility requirements. Effective January 1, 2017, the Company matches 50% of eligible annual employee contributions up to 3% of the eligible employees’ annual compensation. Matching contributions vest after three years of service.

Profit Sharing

Profit sharing expense and profit sharing payable primarily consist of a portion of carried interest earned from certain funds that is allocated to employees, former employees and Contributing Partners. Profit sharing amounts are recognized on an accrued basis as the related carried interest income is earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in carried interest income that was previously recognized.

Profit sharing amounts are generally not paid until the related carried interest is distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, a portion of the carried interest distributed to the general partner is allocated by issuance of restricted shares, rather than cash to employees. Prior to distribution of the carried interest to the general partner, the Company records the value of the restricted shares expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. Upon distribution of the carried interest to the general partner, the general partner expects to purchase the Class A restricted shares on behalf of employees and simultaneously grant those shares to the employee. Such shares are recorded as equity-based compensation expense over the relevant service period.

Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the condensed consolidated statements of financial condition, represents all amounts previously distributed to employees, former employees and Contributing Partners that would need to be returned to the general partner if the Apollo funds were to be liquidated based on the fair value of the underlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.

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

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.

General, Administrative and Other

General, administrative and other primarily includes professional fees, occupancy, depreciation and amortization, travel, information technology, and administration expenses. For the three and six months endedJune 30, 2016, the presentation of professional fees, occupancy, and depreciation and amortization was combined with general, administrative and other on the condensed consolidated statements of operations to conform to the current presentation.

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 related parties, 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 Financial Accounting Standards Board (“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 new guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services (i.e., the transaction price). When determining the transaction price under the new guidance, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. 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, the 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.

Upon adoption, the guidance currently applied by the Company in which it recognizes carried interest income on an assumed liquidation basis at each reporting date will no longer be permitted. The Company expects the recognition of carried interest income from incentive fees, which are a form of variable consideration, to be deferred until such fees are probable to not be significantly reversed. Incentive fees are carried interest income that is not a capital allocation to the general partner or investment manager.

Carried interest income that is a capital allocation to the general partner or investment manager, represents the remaining portion of carried interest income on the Company’s consolidated statements of operations. The determination of which carried interests are considered capital allocations is primarily based on the terms of the agreement. In connection with the adoption of the new revenue guidance, the Company will apply a new accounting policy for its carried interest income that is a capital allocation to the general partner or investment manager. The Company intends to account for such carried interest income as a financial instrument under the equity method of accounting. The pattern and amount of recognition under the new policy is not expected to differ materially from the Company’s existing recognition for such fees. Such carried interest income will be reported as a separate line item within revenue (i.e., separate from incentive fees). As capital allocation related carried interest income and the related general partner investment are considered to be a single unit of account under the Company’s new accounting policy, the equity method income associated with the general partner interests will be combined with the associated carried interest income and reported in a single line within revenue.

The Company is currently in the process of implementing the new revenue guidance and is continuing to evaluate the effect this guidance will have on other revenue streams, including management fees and advisory and transaction fees, as well as any principal versus agent considerations for reporting revenue gross versus net. The Company will adopt the new revenue recognition guidance effective January 1, 2018.

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 expects its total assets and total liabilities on its condensed consolidated statements of financial condition to increase upon adoption of this guidance as a result of recording a lease asset and lease liability related to our operating leases. The Company is continuing to evaluate the impact that this guidance will have on its condensed consolidated financial statements. The Company expects to adopt the new leasing guidance on January 1, 2019.

In March 2016, the FASB issued amended guidance on stock compensation. The amendments are intended to simplify several aspects of the accounting for share-based payment transactions, including the accounting for excess tax benefits, forfeitures, and cash flows. The amended guidance requires that all excess tax benefits and deficiencies related to share-based payment transactions be recognized through the income tax provision (benefit) in the condensed consolidated statement of operations. Further, the amended guidance permits an entity to make an accounting policy election either to estimate the number of forfeitures expected to occur or to account for forfeitures when they occur. The amended guidance also requires excess tax benefits related to share-based payment transactions to be presented as operating activities and employee taxes paid to be presented as financing activities in the condensed consolidated statement of cash flows. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the guidance during the first quarter of 2017.

Amendments relating to the recognition of excess tax benefits in the condensed consolidated statements of operations and impacts to the condensed consolidated statements of cash flows have been applied prospectively, with the exception of a $22.9 million cumulative effect adjustment, as of January 1, 2017, to deferred tax assets with a corresponding decrease to accumulated deficit relating to previously unrecognized excess tax benefits.

For forfeitures, the Company made an accounting policy election to no longer estimate forfeitures in determining the number of equity-based awards that are expected to vest. Under the Company’s new policy, forfeitures are accounted for when they occur. Any adjustments have been reflected prospectively as of January 1, 2017.

In August 2016, the FASB issued guidance intended to reduce diversity in practice in how certain cash receipts and payments are classified in the statements of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company early adopted the guidance during the first quarter of 2017. Adoption of this guidance did not have an impact on the Company’s condensed consolidated financial statements.

In October 2016, the FASB issued guidance that amends the consolidation guidance issued in February 2015. Under the amended guidance a decision maker will need to consider only its proportionate indirect interest in a VIE that is held through a related party under common control. Under the originally issued guidance, a decision maker treats the interest of the related party under common control in the VIE as if the decision maker held the interest itself. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the guidance during the first quarter of 2017. Adoption of this guidance did not have an impact on the Company’s condensed consolidated financial statements.

In November 2016, the FASB issued guidance to reduce diversity in practice in the classification and presentation of changes in restricted cash on the statements of cash flows. The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Entities will also be required to reconcile such total to amounts on the Company’s condensed consolidated statements of financial condition and disclose the nature of the restrictions. The guidance is effective for interim and annual periods beginning after December 15, 2017. 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

6 Months Ended

Jun. 30, 2017

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS

INVESTMENTS

The following table represents Apollo’s investments:

	As of June 30, 2017		As of December 31, 2016
Investments, at fair value	$	772,388	$	708,080
Equity method investments	804,451		786,664
Total Investments	$	1,576,839	$	1,494,744

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, investments in debt of unconsolidated CLOs, 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 on investments, at fair value for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2017			2016		2017			2016
Realized gains (losses) on sales of investments	$	(148	)	$	190	$	(148	)	$	(97	)
Net change in unrealized gains (losses) due to changes in fair value(1)	(365		)	88,820		34,152			32,638
Net gains (losses) from investment activities	$	(513	)	$	89,010	$	34,004		$	32,541

(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 the private equity, credit and real assets funds it manages, which are not consolidated, but in which the Company exerts significant influence. Apollo’s share of net income generated by these investments is recorded 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 June 30, 2017 and December 31, 2016 consisted of the following:

	Equity Held as of
	June 30, 2017		(5)	December 31, 2016		(5)
Private Equity(1)(2)	$	438,986		$	428,581
Credit(1)(3)	334,319			327,012
Real Assets	31,146			31,071
Total equity method investments(4)	$	804,451		$	786,664

(1) As of June 30, 2017, equity method investments include Fund VIII (Private Equity) and MidCap (Credit) of $294.7 million and $80.0 million, respectively, representing an ownership percentage of 2.2% and 4.3%, respectively. As of December 31, 2016, equity method investments include Fund VIII (Private Equity) and MidCap (Credit) of $260.9 million and $79.5 million, respectively, representing an ownership percentage of 2.2% and 4.3%, respectively.

(2) The equity method investment in AP Alternative Assets, L.P. (“AAA”) was $47.5 million and $66.8 million as of June 30, 2017 and December 31, 2016, respectively. The value of the Company’s investment in AAA was $48.2 million and $64.9 million based on the quoted market price as of June 30, 2017 and December 31, 2016, respectively.

(3) The equity method investment in AINV was $56.7 million and $58.6 million as of June 30, 2017 and December 31, 2016, respectively. The value of the Company’s investment in AINV was $56.8 million and $52.1 million based on the quoted market price as of June 30, 2017 and December 31, 2016, respectively.

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

(5) Some amounts are included a quarter in arrears.

As of June 30, 2017 and for the three and six months endedJune 30, 2017, no equity method investment held by Apollo met the significance criteria as defined by the SEC. Although the following disclosure is not required by the significance criteria for the three and six months endedJune 30, 2017, the Company chose to continue to include this information as it was disclosed in its 2016 Annual Report. The following table presents summarized financial information of Athene Holding for the three and six months endedJune 30, 2017 and 2016.

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2017		(1)	2016		2017		(1)	2016
	(in millions)
Statements of Operations
Revenues	$	1,619		$	1,045	$	2,685		$	1,767
Expenses	1,213			837		1,894			1,474
Income before income tax provision	406			208		791			293
Income tax provision	22			15		43			15
Net income available to Athene common shareholders	$	384		$	193	$	748		$	278

(1) The financial statement information for the three and six months endedJune 30, 2017 is presented a quarter in arrears and is comprised of the financial information for the three and six months endedMarch 31, 2017, which represents the latest available financial information as of the date of this report.

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VARIABLE INTEREST ENTITIES

6 Months Ended

Jun. 30, 2017

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 has the power to direct the activities that most significantly impact the economic performance of these VIEs. These CLOs were formed for the sole purpose of issuing collateralized notes to investors. The assets of these VIEs are primarily comprised of senior secured loans and the liabilities are primarily comprised of debt.

The assets of 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 June 30, 2017 and December 31, 2016, the Company held investments of $44.9 million and $41.3 million, respectively, in consolidated foreign currency denominated CLOs, which eliminates in consolidation.

Net Gains from Investment Activities of Consolidated Variable Interest Entities

The following table presents net gains from investment activities of the consolidated VIEs for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2017			(1)	2016			(1)	2017			(1)	2016			(1)
Net gains (losses) from investment activities	$	7,526			$	1,997			$	9,516			$	(2,125	)
Net gains (losses) from debt	3,567				(7,871		)		2,684				(1,437		)
Interest and other income	8,621				12,956				16,443				23,509
Interest and other expenses	(13,582		)		(6,384		)		(18,403		)		(17,930		)
Net gains from investment activities of consolidated variable interest entities	$	6,132			$	698			$	10,240			$	2,017

(1) Amounts reflect consolidation eliminations.

Senior Secured Notes, Subordinated Notes and Secured Borrowings—Included within debt are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of the debt of the consolidated VIEs as of June 30, 2017 and December 31, 2016:

	As of June 30, 2017						As of December 31, 2016
	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)	$	769,567	1.69	%		12.7	$	704,976	1.83	%		12.3
Subordinated Notes(2)(3)	95,358		N/A		(1)	22.9	87,794		N/A		(1)	19.2
Secured Borrowings(4)	30,101		2.83	%		9.8	—		N/A			N/A
Total	$	895,026					$	792,770

(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, Subordinated Notes and Secured Borrowings as of June 30, 2017 and December 31, 2016 was $884.8 million and $786.5 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 June 30, 2017 and December 31, 2016, the fair value of the assets of the consolidated VIEs was $1,150.1 million and $1,001.8 million, respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.

(4) Secured borrowings consist of a consolidated VIE’s repurchase to maturity with a third party lender. The fair value of the secured borrowings as of June 30, 2017 was $30.1 million.

The consolidated VIEs’ debt obligations contain various customary loan covenants. As of June 30, 2017, 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 table presents the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary as of June 30, 2017 and December 31, 2016. In addition, the table presents the maximum exposure to losses relating to these VIEs.

	As of June 30, 2017		As of December 31, 2016
Assets:
Cash	$	303,141	$	231,922
Investments	6,963,482		7,253,872
Receivables	49,230		37,541
Total Assets	$	7,315,853	$	7,523,335
Liabilities:
Debt and other payables	$	2,985,760	$	2,818,459
Total Liabilities	$	2,985,760	$	2,818,459
Apollo Exposure(1)	$	272,637	$	272,191

(1) Represents Apollo’s direct 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 $3.1 billion and $2.9 billion as of June 30, 2017 and December 31, 2016, respectively, as discussed in note 14.

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2017

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 June 30, 2017 and December 31, 2016:

	As of June 30, 2017
	Level I(1)		Level II(1)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of consolidated Apollo funds	$	1,270	$	230	$	624	$	2,124		$	2,150
Other investments	—		—		53,098		53,098			52,389
Investment in Athene Holding(2)	—		717,166		—		717,166			387,526
Total investments, at fair value	1,270		717,396		53,722		772,388		(7)	$	442,065
Investments of VIEs, at fair value(3)	—		873,147		170,666		1,043,813
Investments of VIEs, valued using NAV	—		—		—		5,716
Total investments of VIEs, at fair value	—		873,147		170,666		1,049,529
Derivative assets	—		555		—		555
Total Assets	$	1,270	$	1,591,098	$	224,388	$	1,822,472
Liabilities
Liabilities of consolidated Apollo funds	$	21	$	603	$	—	$	624
Liabilities of VIEs, at fair value(3)(5)	—		884,761		12,007		896,768
Contingent consideration obligations(6)	—		—		86,900		86,900
Derivative liabilities(4)	—		1,081		—		1,081
Total Liabilities	$	21	$	886,445	$	98,907	$	985,373

	As of December 31, 2016
	Level I(1)		Level II(1)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of consolidated Apollo funds	$	3,336	$	1,475	$	567	$	5,378		$	5,463
Other investments	—		—		45,154		45,154			47,690
Investment in Athene Holding(2)	—		657,548		—		657,548			387,526
Total investments, at fair value	3,336		659,023		45,721		708,080		(7)	$	440,679
Investments of VIEs, at fair value(3)	—		816,167		92,474		908,641
Investments of VIEs, valued using NAV	—		—		—		5,186
Total investments of VIEs, at fair value	—		816,167		92,474		913,827
Derivative assets	—		1,360		—		1,360
Total Assets	$	3,336	$	1,476,550	$	138,195	$	1,623,267
Liabilities
Liabilities of VIEs, at fair value(3)(5)	$	—	$	786,545	$	11,055	$	797,600
Contingent consideration obligations(6)	—		—		106,282		106,282
Derivative liabilities(4)	—		1,167		—		1,167
Total Liabilities	$	—	$	787,712	$	117,337	$	905,049

(1) All Level I and Level II assets and liabilities were valued using third party pricing, with the exception of the investment in Athene Holding.

(2) See note 13 for further disclosure regarding the investment in Athene Holding.

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

(4) Derivative liabilities are presented as a component of Other liabilities in the condensed consolidated statements of financial condition.

(5) As of June 30, 2017, liabilities of VIEs, at fair value included debt and other liabilities of $884.8 million and $12.0 million, respectively. As of December 31, 2016, liabilities of VIEs, at fair value included debt and other liabilities of $786.5 million and $11.1 million, respectively. Other liabilities include contingent obligations classified as Level III.

(6) See note 14 for further disclosure regarding contingent consideration obligations.

(7) 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.

There were no transfers of financial assets or liabilities between Level I and Level II for the three and six months endedJune 30, 2017 and 2016.

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 June 30, 2017 and 2016:

	For the Three Months Ended June 30, 2017
	Investments of Consolidated Apollo Funds			Other Investments			Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	643		$	45,599		$	137,344		$	183,586
Purchases	—			4,699			42,791			47,490
Sales of investments/distributions	(8		)	—			(20,713		)	(20,721		)
Net realized gains	—			—			138			138
Changes in net unrealized gains (losses)	(11		)	(313		)	4,807			4,483
Cumulative translation adjustment	—			3,113			6,299			9,412
Transfer into Level III	—			—			—			—
Transfer out of Level III	—			—			—			—
Balance, End of Period	$	624		$	53,098		$	170,666		$	224,388
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date	$	(12	)	$	(313	)	$	—		$	(325	)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			5,013			5,013

	For the Three Months Ended June 30, 2016
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding		Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	1,149		$	25,793		$	453,620	$	101,969		$	582,531
Purchases	1,146			19,599			—		46,618			67,363
Sale of investments/Distributions	(59		)	—			—		(32,783		)	(32,842		)
Net realized gains (losses)	—			—			—		1,017			1,017
Changes in net unrealized gains (losses)	112			(1,530		)	88,817		(284		)	87,115
Cumulative translation adjustment	—			891			—		(2,086		)	(1,195		)
Transfer into Level III(1)	505			—			—		11,062			11,567
Transfer out of Level III(1)	—			—			—		(12,823		)	(12,823		)
Balance, End of Period	$	2,853		$	44,753		$	542,437	$	112,690		$	702,733
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date	$	42		$	(1,530	)	$	88,817	$	—		$	87,329
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			—		609			609

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

The following tables summarize the changes in fair value in financial assets measured at fair value for which Level III inputs have been used to determine fair value for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30, 2017
	Investments of Consolidated Apollo Funds			Other Investments			Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	567		$	45,154		$	92,474		$	138,195
Purchases	—			4,699			86,240			90,939
Sale of investments/Distributions	(8		)	—			(32,801		)	(32,809		)
Net realized gains (losses)	(14		)	—			186			172
Changes in net unrealized gains (losses)	19			(404		)	7,809			7,424
Cumulative translation adjustment	—			3,649			7,189			10,838
Transfer into Level III(1)	60			—			9,569			9,629
Transfer out of Level III(1)	—			—			—			—
Balance, End of Period	$	624		$	53,098		$	170,666		$	224,388
Change in net unrealized gains (losses) included in net gains from investment activities related to investments still held at reporting date	$	5		$	(404	)	$	—		$	(399	)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			7,914			7,914

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

	For the Six Months Ended June 30, 2016
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding		Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	1,634		$	434		$	510,099	$	100,941		$	613,108
Purchases	1,642			44,196			—		49,792			95,630
Sale of investments/Distributions	(702		)	—			—		(43,292		)	(43,994		)
Net realized gains (losses)	(111		)	—			—		3,046			2,935
Changes in net unrealized gains (losses)	117			(411		)	32,338		(2,414		)	29,630
Cumulative translation adjustment	—			534			—		1,465			1,999
Transfer into Level III(1)	1,495			—			—		21,418			22,913
Transfer out of Level III(1)	(1,222		)	—			—		(18,266		)	(19,488		)
Balance, End of Period	$	2,853		$	44,753		$	542,437	$	112,690		$	702,733
Change in net unrealized gains (losses) included in net gains from investment activities related to investments still held at reporting date	$	(13	)	$	(411	)	$	32,338	$	—		$	31,914
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			—		659			659

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

The following 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 June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017											2016
	Liabilities of Consolidated Apollo Funds			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total
Balance, Beginning of Period	$	35		$	11,192	$	87,663		$	98,890		$	10,862	$	74,059		$	84,921
Payments/Extinguishment	(35		)	—		(1,865		)	(1,900		)	—		(5,580		)	(5,580		)
Net realized gains	(1		)	—		—			(1		)	—		—			—
Changes in net unrealized losses(1)	1			815		1,102			1,918			809		2,488			3,297
Balance, End of Period	$	—		$	12,007	$	86,900		$	98,907		$	11,671	$	70,967		$	82,638
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date	$	—		$	815	$	—		$	815		$	809	$	—		$	809

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

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 six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017											2016
	Liabilities of Consolidated Apollo Funds			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total
Balance, Beginning of Period	$	—		$	11,055	$	106,282		$	117,337		$	11,411	$	79,579		$	90,990
Additions	97			—		—			97			—		—			—
Payments/Extinguishment	(94		)	—		(16,821		)	(16,915		)	—		(6,987		)	(6,987		)
Net realized gains	(10		)	—		—			(10		)	—		—			—
Changes in net unrealized (gains) losses(1)	7			952		(2,561		)	(1,602		)	260		(1,625		)	(1,365		)
Balance, End of Period	$	—		$	12,007	$	86,900		$	98,907		$	11,671	$	70,967		$	82,638
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date	$	—		$	952	$	—		$	952		$	260	$	—		$	260

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

The following tables summarize the quantitative inputs and assumptions used for financial assets and liabilities categorized as Level III under the fair value hierarchy as of June 30, 2017 and December 31, 2016:

	As of June 30, 2017
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of consolidated Apollo funds	$	624	Third party pricing(1)	N/A	N/A	N/A
Investments in other	53,098		Third party pricing(1)	N/A	N/A	N/A
Investments of consolidated VIEs:
Bank debt term loans	4,839		Third party pricing(1)	N/A	N/A	N/A
Corporate loans/bonds/CLO notes	50,985		Third party pricing(1)	N/A	N/A	N/A
Equity securities	114,842		Book value multiple	Book value multiple	0.80x	0.80x
			Discounted cash flow	Discount rate	14.2%	14.2%
Total investments of consolidated VIEs	170,666
Total Financial Assets	$	224,388
Financial Liabilities
Liabilities of consolidated VIEs	12,007		Other	N/A	N/A	N/A
Contingent consideration obligation	86,900		Discounted cash flow	Discount rate	17.5%	17.5%
Total Financial Liabilities	$	98,907

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

	As of December 31, 2016
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of consolidated Apollo funds	$	567	Third party pricing(1)	N/A	N/A	N/A
Investments in other	45,154		Third party pricing(1)	N/A	N/A	N/A
Investments of consolidated VIEs:
Bank debt term loans	4,701		Third party pricing(1)	N/A	N/A	N/A
Corporate loans/bonds/CLO notes	15,496		Third party pricing(1)	N/A	N/A	N/A
Equity securities	72,277		Transaction	N/A	N/A	N/A
Total investments of consolidated VIEs	92,474
Total Financial Assets	$	138,195
Financial Liabilities
Liabilities of consolidated VIEs	$	11,055	Other	N/A	N/A	N/A
Contingent consideration obligation	106,282		Discounted cash flow	Discount rate	13.0% - 17.3%	17.2%
Total Financial Liabilities	$	117,337

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

Investment in Athene Holding

As of June 30, 2017 and December 31, 2016 the fair value of Apollo’s investment in Athene Holding was estimated using the closing market price of Athene shares of $49.61 and $47.99, respectively, less a discount due to a lack of marketability (“DLOM”) of 7.9% and 9.5%, respectively, as applicable. The DLOM was derived based on the average remaining lock up restrictions on the shares of Athene Holding held by Apollo (17.3 months and 23.3 months as of June 30, 2017 and December 31, 2016, respectively) and the estimated volatility in such shares of Athene Holding. Due to the limited trading history in Athene Holding shares, the historical share price volatility of a representative set of Athene Holding’s publicly traded insurance peers was calculated over a period equivalent to the remaining average lock up on the shares of Athene Holding held by Apollo and used as a proxy to estimate the projected volatility in Athene Holding’s shares. The fair value of Apollo’s investment in Athene Holding as of June 30, 2017 and December 31, 2016 after the application of the DLOM was estimated at a price of $45.82 and $43.43 per share, respectively.

As of December 31, 2016, Apollo changed the valuation method used to value the opportunistic investment in Athene Holding from the U.S. GAAP book value multiple approach to the use of the closing market price of shares of Athene Holding, adjusted for a DLOM in order to reflect the post IPO sales restriction on such shares of Athene Holding. The DLOM is calculated based on the remaining length of such sales restrictions and the estimated market price volatility of the associated shares.

Investments of Consolidated Apollo Funds

The Company is the sole investor in the Apollo Senior Loan Fund, L.P. 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 funds are primarily presented in net gains from investment activities on the condensed consolidated statements of operations and in investments in the condensed consolidated statements of financial condition.

Other Investments

Other investments primarily consists of Apollo’s investments in debt of unconsolidated CLOs. The change in the fair value related to these investments is presented in net gains from investment activities on the condensed consolidated statements of operations.

Consolidated VIEs

Investments

As of June 30, 2017, the significant unobservable inputs used in the fair value measurement of the equity securities include the discount rate applied and the book value multiples applied in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. 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 June 30, 2017 and December 31, 2016, the debt obligations of the consolidated CLOs were measured on the basis of the fair value of the financial assets of the CLOs as the financial assets were determined to be more observable and, as a result, categorized as Level II in the fair value hierarchy.

Contingent Consideration Obligations

The significant unobservable input used in the fair value measurement of the contingent consideration obligations is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value. 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 hypothetical cost of equity in connection with the acquisition of Stone Tower Capital, LLC (together with its related management companies, “Stone Tower”). See note 14 for further discussion of the contingent consideration obligations.

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CARRIED INTEREST RECEIVABLE

6 Months Ended

Jun. 30, 2017

Disclosure Carried Interest Receivable Balance [Abstract]

CARRIED INTEREST RECEIVABLE

CARRIED INTEREST RECEIVABLE

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

	As of June 30, 2017		As of December 31, 2016
Private Equity	$	816,365	$	798,465
Credit	417,895		426,114
Real Assets	36,051		32,526
Total carried interest receivable	$	1,270,311	$	1,257,105

The table below provides a roll-forward of the carried interest receivable balance for the six months endedJune 30, 2017:

	Private Equity			Credit			Real Assets			Total
Carried interest receivable, January 1, 2017	$	798,465		$	426,114		$	32,526		$	1,257,105
Change in fair value of funds	323,832			120,896			8,769			453,497
Fund distributions to the Company	(305,932		)	(129,115		)	(5,244		)	(440,291		)
Carried interest receivable, June 30, 2017	$	816,365		$	417,895		$	36,051		$	1,270,311

The change in fair value of funds excludes 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 13 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 assets funds is payable and is distributed to the fund’s general partner upon realization of an investment if the fund’s cumulative returns are in excess of the preferred return. 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

6 Months Ended

Jun. 30, 2017

Profit Sharing Payable [Abstract]

PROFIT SHARING PAYABLE

PROFIT SHARING PAYABLE

Profit sharing payable consisted of the following:

	As of June 30, 2017		As of December 31, 2016
Private Equity	$	305,137	$	268,170
Credit	261,324		268,855
Real Assets	15,393		13,123
Total profit sharing payable	$	581,854	$	550,148

The table below provides a roll-forward of the profit sharing payable balance for the six months endedJune 30, 2017:

	Private Equity			Credit			Real Assets			Total
Profit sharing payable, January 1, 2017	$	268,170		$	268,855		$	13,123		$	550,148
Profit sharing expense(1)(2)	141,430			48,865			4,856			195,151
Payments/other	(104,463		)	(56,396		)	(2,586		)	(163,445		)
Profit sharing payable, June 30, 2017	$	305,137		$	261,324		$	15,393		$	581,854

(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 14 for further disclosure regarding the contingent consideration obligations.

(2) The Company has recorded a receivable from the Contributing Partners, certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated in the amount of $32.1 million and $39.3 million as of June 30, 2017 and December 31, 2016, respectively. Profit sharing expense excludes the potential return of these profit sharing distributions. See note 13 for further discussion regarding the potential return of profit sharing distributions.

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INCOME TAXES

6 Months Ended

Jun. 30, 2017

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. Certain consolidated entities are, or are treated as, corporations for U.S. and non-U.S. tax purposes and therefore subject to U.S. federal, state, and local corporate income tax. 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 $0.8 million and $(38.0) million for the three months ended June 30, 2017 and 2016, respectively, and $(38.4) million and $(32.8) million for the six months endedJune 30, 2017 and 2016, respectively. The Company’s effective tax rate was approximately (0.4)% and 8.4% for the three months ended June 30, 2017 and 2016, respectively, and 6.5% and 8.8% for the six months endedJune 30, 2017 and 2016, 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. There are no unremitted earnings with respect to the United Kingdom and other foreign entities due to the flow-through nature of these entities. In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax authorities. With a few exceptions, as of June 30, 2017, the Company’s U.S. federal, state, local and foreign income tax returns for the years 2013 through 2016 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax return of certain subsidiaries for the 2011 and 2012 tax years. The State and City of New York are examining certain subsidiaries’ tax returns for tax years 2011 to 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 related parties in the condensed consolidated statements of financial condition for the expected payments under the tax receivable agreement entered into by and among APO Corp., the Managing Partners, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 13). The 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 six months endedJune 30, 2017 and 2016. The amortization period for these tax basis intangibles is 15 years and the deferred tax assets will reverse over the same period.

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.

The table below presents the impact to the deferred tax asset, tax receivable agreement liability and additional paid in capital related to the exchange of AOG Units for Class A shares during the six months endedJune 30, 2017 and 2016.

Exchange of AOG Units for Class A shares	Increase in Deferred Tax Asset		Increase in Tax Receivable Agreement Liability		Increase to Additional Paid In Capital
For the Six Months Ended June 30, 2017	$	39,298	$	29,839	$	9,459
For the Six Months Ended June 30, 2016	$	1,197	$	1,006	$	191

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DEBT

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

DEBT

DEBT

Debt consisted of the following:

	As of June 30, 2017							As of December 31, 2016
	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)	$	299,599	$	298,875	(3)	2.22	%	$	299,543	$	298,500	(3)	1.82	%
2024 Senior Notes(1)	495,533		509,131		(4)	4.00		495,208		498,336		(4)	4.00
2026 Senior Notes(1)	495,422		517,534		(4)	4.40		495,165		497,923		(4)	4.40
2014 AMI Term Facility I(2)	15,666		15,666		(3)	2.00		14,449		14,449		(3)	2.00
2014 AMI Term Facility II(2)	17,710		17,710		(3)	1.75		16,306		16,306		(3)	1.75
2016 AMI Term Facility I(2)	19,390		19,390		(3)	1.75		17,852		17,852		(3)	1.75
2016 AMI Term Facility II(2)	15,124		15,124		(3)	2.00		13,924		13,924		(3)	2.00
Total Debt	$	1,358,444	$	1,393,430				$	1,352,447	$	1,357,290

(1) Includes impact of any amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs, which are presented in the following table:

	As of June 30, 2017		As of December 31, 2016
2013 AMH Credit Facilities - Term Facility	$	401	$	457
2024 Senior Notes	$	3,775	$	4,051
2026 Senior Notes	$	4,186	$	4,420

(2) Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into the following five year credit agreements and proceeds from the borrowings were used to fund the Company’s investment in European CLOs it manages:

Facility	Date	Loan Amount
2014 AMI Term Facility I	July 3, 2014	€	13,711
2014 AMI Term Facility II	December 9, 2014	€	15,500
2016 AMI Term Facility I	January 18, 2016	€	16,970
2016 AMI Term Facility II	June 22, 2016	€	13,236

(3) 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. For instances where broker quotes are not available, a discounted cash flow method is used to obtain a fair value.

(4) Fair value is based on obtained broker quotes 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 and the 2026 Senior Notes (as defined below), $250 million of the proceeds and $200 million of the proceeds, respectively, were used to repay a portion of the Term Facility outstanding with third party lenders at par. The interest rate on the $300 million Term Facility as of June 30, 2017 was 2.39% and the commitment fee as of June 30, 2017 on the $500 million undrawn Revolver Facility was 0.125%. The $300 million carrying value of debt that is recorded on the condensed consolidated statements of financial condition at June 30, 2017 is the amount for which the Company is obligated to settle the 2013 AMH Credit Facilities.

As of June 30, 2017, 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 June 30, 2017 and December 31, 2016, 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. The face amount of $500 million related to the 2024 Senior Notes is the amount for which the Company is obligated to settle the 2024 Senior Notes.

2026 Senior Notes—On May 27, 2016, AMH issued $500 million in aggregate principal amount of its 4.400% Senior Notes due 2026 (the “2026 Senior Notes”), at an issue price of 99.912% of par. Interest on the 2026 Senior Notes is payable semi-annually in arrears on May 27 and November 27 of each year. The 2026 Senior Notes will mature on May 27, 2026. The discount will be amortized into interest expense on the condensed consolidated statements of operations over the term of the 2026 Senior Notes. The face amount of $500 million related to the 2026 Senior Notes is the amount for which the Company is obligated to settle the 2026 Senior Notes.

As of June 30, 2017, the 2026 Senior Notes and 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, Apollo Principal Holdings XII, L.P., AMH Holdings (Cayman), L.P. and any other entity that is required to become a guarantor of the notes under the terms of the indentures governing the 2026 Senior Notes and the 2024 Senior Notes (the “Indentures”). The Indentures include 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 Indentures also provide for customary events of default.

The following table presents the interest expense incurred related to the Company’s debt for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
Interest Expense:(1)
2013 AMH Term Facility	$	2,047	$	2,249	$	3,959	$	4,712
2024 Senior Notes	5,163		5,163		10,326		10,326
2026 Senior Notes	5,628		2,114		11,256		2,114
AMI Term Facilities	357		274		653		521
Total Interest Expense	$	13,195	$	9,800	$	26,194	$	17,673

(1) Debt issuance costs incurred in connection with the Term Facility, the 2024 Senior Notes and the 2026 Senior Notes are amortized into interest expense over the term of the debt arrangement.

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NET INCOME PER CLASS A SHARE

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

NET INCOME PER CLASS A SHARE

NET INCOME 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 and six months endedJune 30, 2017 and 2016:

	Basic and Diluted
	For the Three Months Ended June 30,							For the Six Months Ended June 30,
	2017				2016			2017			2016
Numerator:
Net income attributable to Apollo Global Management, LLC Class A Shareholders	$	86,908			$	174,092		$	232,104		$	141,264
Distributions declared on Class A shares(1)	(94,451		)		(46,014		)	(178,666		)	(97,446		)
Distributions on participating securities(2)	(3,295		)		(1,766		)	(6,154		)	(3,889		)
Earnings allocable to participating securities	—			(3)	(4,959		)	(1,760		)	(1,766		)
Undistributed income (loss) attributable to Class A shareholders: Basic and Diluted	$	(10,838	)		$	121,353		$	45,524		$	38,163
Denominator:
Weighted average number of Class A shares outstanding: Basic and Diluted	190,591,756				183,695,920			188,564,562			183,180,625
Net Income per Class A Share: Basic and Diluted(4)
Distributed Income	$	0.49			$	0.25		$	0.94		$	0.53
Undistributed Income (Loss)	(0.05		)		0.66			0.25			0.21
Net Income per Class A Share: Basic and Diluted	$	0.44			$	0.91		$	1.19		$	0.74

(1) See note 12 for information regarding the quarterly distributions declared and paid during 2017 and 2016.

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

(3) No allocation of undistributed losses was made to the participating securities as the holders do not have a contractual obligation to share in the losses of the Company with Class A shareholders.

(4) For the three and six months endedJune 30, 2017 and 2016, all of the classes of securities were determined to be anti-dilutive.

The Company has granted RSUs that provide the right to receive, subject to vesting, Class A shares of Apollo Global Management, LLC, pursuant to the Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Equity 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 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 54.5% and 60.8% of the total voting power of the Company’s shares entitled to vote as of June 30, 2017 and 2016, respectively.

The following table summarizes the anti-dilutive securities for the three and six months endedJune 30, 2017 and 2016, respectively.

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2017	2016	2017	2016
Weighted average vested RSUs	224,100	1,333,695	728,892	2,238,242
Weighted average unvested RSUs	6,555,432	6,085,951	6,403,785	6,148,916
Weighted average unexercised options	210,420	222,920	216,670	222,920
Weighted average AOG Units outstanding	211,895,190	216,065,719	213,591,049	216,117,787
Weighted average unvested restricted shares	244,503	90,130	159,432	94,633

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EQUITY-BASED COMPENSATION

6 Months Ended

Jun. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

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. Equity-based awards granted to non-employees for services provided to related parties are remeasured to fair value at the end of each reporting period and expensed over the relevant service period.

RSUs

The Company grants RSUs under the 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 is based on the grant date fair value, which considers the public share price of the Company’s Class A shares subject to certain discounts, as applicable. The following table summarizes the weighted average discounts for Plan Grants and Bonus Grants for the three and six months endedJune 30, 2017 and 2016.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
Plan Grants:
Discount for the lack of distributions until vested(1)	13.5	%	16.0	%	11.2	%	16.0	%
Marketability discount for transfer restrictions(2)	4.7	%	6.1	%	3.3	%	6.1	%
Bonus Grants:
Marketability discount for transfer restrictions(2)	2.3	%	3.5	%	2.3	%	3.5	%

(1) Based on the present value of a growing annuity calculation.

(2) Based on the Finnerty Model calculation.

The estimated total grant date fair value 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 fair value of grants made during the six months endedJune 30, 2017 and 2016 was $22.2 million and $2.0 million, respectively.

In addition, the Company provides for the vesting of RSUs when certain performance metrics have been achieved. In accordance with U.S. GAAP, equity-based compensation expense is recognized only when certain performance metrics are met or deemed probable. Accordingly, for the three and six months endedJune 30, 2017, no equity-based compensation expense was recognized relating to these RSUs.

The following table presents the forfeiture rate and equity-based compensation expense recognized for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Actual forfeiture rate	4.0		%	3.6		%	7.6		%	4.3		%
Equity-based compensation	$	16,670		$	17,773		$	33,701		$	35,840

The following table summarizes RSU activity for the six months endedJune 30, 2017:

	Unvested			Weighted  Average Grant Date Fair Value		Vested		Total Number  of RSUs Outstanding
Balance at January 1, 2017	9,391,566			$	15.80	2,752,455		12,144,021		(1)
Granted	1,085,468			20.42		—		1,085,468
Forfeited	(795,911	)		18.55		—		(795,911	)
Issued	—			18.54		(2,924,913	)	(2,924,913	)
Vested	(587,676	)		16.94		587,676		—
Balance at June 30, 2017	9,093,447		(2)	$	16.04	415,218		9,508,665		(1)

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

(2) RSUs were expected to vest over the weighted average period of 2.3 years.

Restricted Share Awards—Athene Holding

The Company has granted Athene Holding restricted share awards to certain employees of the Company. Separately, Athene Holding has also granted restricted share awards to certain employees of the Company. Both awards are collectively referred to as the “AHL Awards”. Certain of the AHL Awards function similarly to options as they are exchangeable for Class A shares of Athene Holding upon payment of a conversion price and the satisfaction of certain other conditions. The awards granted are either subject to time-based vesting conditions that generally vest over three to five years or vest upon achieving certain metrics, such as attainment of certain rates of return and realized cash received by certain investors in Athene Holding upon sale of their shares.

The Company records the AHL Awards in other assets and other liabilities in the condensed consolidated statements of financial condition. The fair value of the asset is amortized through equity-based compensation over the vesting period. The fair value of the liability is remeasured each period with any changes in fair value recorded in compensation expense in the condensed consolidated statements of operations. For AHL Awards granted by Athene Holding, compensation expense related to amortization of the asset is offset by related management fees earned by the Company from Athene.

The grant date fair value of the AHL Awards is based on the share price of Athene Holding, less discounts for transfer restrictions. The AHL Awards that function similarly to options were valued using a multiple-scenario model, which considers the price volatility of the underlying share price of Athene Holding, time to expiration and the risk-free rate, while the other awards were valued using the share price of Athene Holding less any discounts for transfer restrictions.

The following table summarizes the management fees, equity-based compensation expense and actual forfeiture rates for the AHL Awards for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Management fees	$	74		$	12,295		$	2,138		$	5,164
Equity-based compensation	$	551		$	12,382		$	3,455		$	5,348
Actual forfeiture rate	—		%	0.1		%	—		%	0.5		%

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 six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30, 2017
	Total Amount		Non- Controlling Interest % in Apollo Operating Group		Allocated to Non-Controlling Interest in Apollo Operating Group(1)			Allocated to Apollo Global Management, LLC
RSUs, share options and restricted share awards	$	36,709	—	%	$	—		$	36,709
AHL Awards	3,455		52.1		1,800			1,655
Other equity-based compensation awards	5,683		52.1		2,961			2,722
Total equity-based compensation	$	45,847			4,761			41,086
Less other equity-based compensation awards(2)					(4,761		)	(5,980		)
Capital increase related to equity-based compensation					$	—		$	35,106

	For the Six Months Ended June 30, 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, share options and restricted share awards	$	37,628	—	%	$	—		$	37,628
AHL Awards	5,348		54.0		2,888			2,460
Other equity-based compensation awards	5,064		54.0		2,735			2,329
Total equity-based compensation	$	48,040			5,623			42,417
Less other equity-based compensation awards(2)					(5,623		)	(5,710		)
Capital increase related to equity-based compensation					$	—		$	36,707

(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 and distributions related to forfeited RSUs.

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EQUITY

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

EQUITY

EQUITY

Class A Shares

Class A shares represent limited liability company interests in the Company. Holders of Class A shares are entitled to participate in distributions from the Company on a pro rata basis. Class A shareholders do not elect the Company’s manager or the manager’s executive committee and have only limited voting rights.

Issuance of Class A Shares

During the six months endedJune 30, 2017 and 2016, the Company issued Class A shares in settlement of vested RSUs. The Company has generally allowed holders of vested RSUs and exercised share options to settle their tax liabilities by reducing the number of Class A shares issued to them, which the Company refers to as “net share settlement.” Additionally, the Company has generally allowed holders of share options to settle their exercise price by reducing the number of Class A shares issued to them at the time of exercise by an amount sufficient to cover the exercise price. The net share settlement results in a liability for the Company and a corresponding accumulated deficit adjustment.

The table below summarizes the reduction of Class A shares to be issued to employees in connection with net share settlements under the 2007 Equity Plan and issuances of Class A shares in settlement of vested RSUs and share options for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017		2016
Reduction of Class A shares issued(1)	1,067,648		2,090,121
Class A shares issued	1,864,001		3,810,973
Gross value of shares(2)	$	66,402	$	82,801

(1) Cash paid for net share settlement was $24.3 million and $29.6 million for the six months endedJune 30, 2017 and 2016, respectively.

(2) Based on the closing price of a Class A share at the time of issuance.

Share Repurchase Plan

In February 2016, Apollo adopted a plan to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through net share settlement of equity-based awards granted under the 2007 Equity Plan. There were no share repurchases made as part of the share repurchase program during the six months endedJune 30, 2017. During the six months endedJune 30, 2016, the Company repurchased and canceled 954,447 Class A shares for $12.9 million.

Preferred Share Issuance

On March 7, 2017, Apollo issued 11,000,0006.375% Series A Preferred shares (the “Preferred shares”) for gross proceeds of $275.0 million, or $264.4 million net of issuance costs. When, as and if declared by the manager of Apollo, distributions on the Preferred shares will be payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2017, at a rate per annum equal to 6.375%. Distributions on the Preferred shares are discretionary and non-cumulative.

Subject to certain exceptions, unless distributions have been declared and paid or declared and set apart for payment on the Preferred shares for a quarterly distribution period, during the remainder of that distribution period, Apollo may not declare or pay or set apart payment for distributions on any Class A shares and any other equity securities that the Company may issue in the future ranking, as to the payment of distributions, junior to the Preferred shares (“Junior Shares”) and Apollo may not repurchase any Junior Shares. These restrictions are not applicable during the initial distribution period, which is the period from March 7, 2017, the original issue date, to but excluding June 15, 2017.

The Preferred shares may be redeemed at Apollo’s option, in whole or in part, at any time on or after March 15, 2022 at a price of $25.00 per Preferred share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of Preferred shares will have no right to require the redemption of the Preferred shares and there is no maturity date.

If a certain change of control event or a certain tax redemption event occurs prior to March 15, 2022, the Preferred shares may be redeemed at Apollo’s option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such change of control event or such tax redemption event, as applicable, at a price of $25.25 per Preferred share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If (i) a change of control event occurs (whether before, on or after March 15, 2022) and (ii) Apollo does not give notice prior to the 31st day following the change of control event to redeem all the outstanding Preferred shares, the distribution rate per annum on the Preferred shares will increase by 5.00%, beginning on the 31st day following such change of control event.

The Preferred shares are not convertible into Class A shares and have no voting rights, except in limited circumstances as provided in the Company’s limited liability company agreement. In connection with the issuance of the Preferred shares, certain Apollo Operating Group entities issued for the benefit of Apollo a series of preferred units with economic terms that mirror those of the Preferred shares.

On April 28, 2017, Apollo declared a cash distribution of $0.433854 per Series A Preferred share. The distribution of $4.8 million was paid on June 15, 2017.

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 2017 and 2016 (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 3, 2016	$	0.28	February 29, 2016	$	51.4	$	60.5	$	111.9	$	2.1
May 6, 2016	0.25		May 31, 2016	46.0		54.0		100.0		1.8
August 3, 2016	0.37		August 31, 2016	68.4		79.9		148.3		2.4
October 28, 2016	0.35		November 30, 2016	64.9		75.4		140.3		2.1
For the year ended December 31, 2016	$	1.25		$	230.7	$	269.8	$	500.5	$	8.4
February 3, 2017	$	0.45	February 28, 2017	$	84.2	$	97.0	$	181.2	$	2.9
April 13, 2017(1)	—		April 13, 2017	—		20.5		20.5		—
April 28, 2017	0.49		May 31, 2017	94.5		102.9		197.4		3.3
For the six months ended June 30, 2017	$	0.94		$	178.7	$	220.4	$	399.1	$	6.2

(1) On April 13, 2017, the Company made a $0.10 per AOG Unit pro rata distribution to the Non-Controlling Interest holders in the Apollo Operating Group in connection with a payment made under the tax receivable agreement. See note 13 for more information regarding the tax receivable agreement.

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 June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Net income attributable to Non-Controlling Interests in consolidated entities:
Interest in management companies and a co-investment vehicle(1)	$	760		$	2,462		$	1,627		$	4,544
Other consolidated entities	3,775			(384		)	6,292			(431		)
Net income attributable to Non-Controlling Interests in consolidated entities	$	4,535		$	2,078		$	7,919		$	4,113
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
Net income	$	192,942		$	415,803		$	547,972		$	341,242
Net income attributable to Non-Controlling Interests in consolidated entities	(4,535		)	(2,078		)	(7,919		)	(4,113		)
Net income after Non-Controlling Interests in consolidated entities	188,407			413,725			540,053			337,129
Adjustments:
Income tax provision (benefit)(2)	(777		)	37,988			38,384			32,841
NYC UBT and foreign tax benefit(3)	976			(8,247		)	(4,419		)	(7,296		)
Net (income) loss in non-Apollo Operating Group entities	—			(1		)	2			19
Net income attributable to Preferred Shareholders	(4,772		)	—			(4,772		)	—
Total adjustments	(4,573		)	29,740			29,195			25,564
Net income after adjustments	183,834			443,465			569,248			362,693
Weighted average ownership percentage of Apollo Operating Group	52.6		%	54.0		%	53.1		%	54.1		%
Net income attributable to Non-Controlling Interests in Apollo Operating Group	$	96,727		$	239,633		$	303,177		$	195,865
Net Income attributable to Non-Controlling Interests	$	101,262		$	241,711		$	311,096		$	199,978
Other comprehensive income (loss) attributable to Non-Controlling Interests	2,314			(1,717		)	3,189			917
Comprehensive Income Attributable to Non-Controlling Interests	$	103,576		$	239,994		$	314,285		$	200,895

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

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

(3) Reflects 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.

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

6 Months Ended

Jun. 30, 2017

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

Management fees, transaction and advisory fees and reimbursable expenses from the funds the Company manages and their portfolio companies are included in due from related parties in the condensed consolidated statements of financial condition. The Company also typically facilitates the initial payment of certain operating costs incurred by the funds that it manages as well as their related parties. These costs are normally reimbursed by such funds and are included in due from related parties.

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

	As of June 30, 2017		As of December 31, 2016
Due from Related Parties:
Due from private equity funds	$	33,182	$	19,089
Due from portfolio companies	44,354		34,339
Due from credit funds	130,572		112,516
Due from Contributing Partners, employees and former employees	51,500		72,305
Due from real assets funds	22,894		16,604
Total Due from Related Parties	$	282,502	$	254,853
Due to Related Parties:
Due to Managing Partners and Contributing Partners	$	518,486	$	506,542
Due to private equity funds	25,640		56,880
Due to credit funds	68,364		66,859
Due to real assets funds	282		281
Distributions payable to employees	—		7,564
Total Due to Related Parties	$	612,772	$	638,126

Tax Receivable Agreement and Other

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

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

In April 2017, Apollo made a $17.9 million cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2016 tax year. Additionally, in connection with this payment, the Company made a corresponding pro rata distribution of $20.5 million ($0.10 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group. 

Due from Contributing Partners, Employees and Former Employees

As of June 30, 2017 and December 31, 2016, 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 June 30, 2017 and December 31, 2016, the balance included interest-bearing employee loans receivable of $15.2 million and $26.1 million, respectively. The outstanding principal amount of the loans as well as all accrued and unpaid interest is required to be repaid at the earlier of the eighth anniversary of the date of the relevant loan or at the date of the relevant employee’s resignation from the Company.

The Company recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of June 30, 2017 and December 31, 2016 of $32.1 million and $39.3 million, respectively.

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. Pursuant to an existing shareholders agreement, the Company has agreed to indemnify each of the Company’s Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of certain funds that the Company manages (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that the Company’s Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group.

Accordingly, in the event that the Company’s Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation for the return of previously made distributions, 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 $7.5 million and $5.9 million, respectively, as of June 30, 2017 and December 31, 2016.

Due to Private Equity Funds

Based upon a hypothetical liquidation of certain of the private equity funds the Company manages, as of June 30, 2017 and December 31, 2016, the Company has recorded a general partner obligation to return previously distributed carried interest income, which represents amounts due to these funds. There was a general partner obligation to return previously distributed carried interest income of $22.7 million and $56.0 million accrued as of June 30, 2017 and December 31, 2016, 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.

Due to Credit Funds

Based upon a hypothetical liquidation of certain of the credit funds the Company manages, as of June 30, 2017 and December 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 of $60.6 million and $60.6 million accrued as of June 30, 2017 and December 31, 2016, 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 was founded in 2009 to capitalize on favorable market conditions in the dislocated life insurance sector. Athene Holding, through its subsidiaries, is a leading retirement services company that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. The products and services offered by Athene include fixed and fixed indexed annuity products; reinsurance services offered to third-party annuity providers; and institutional products, such as funding agreements. Athene Holding became an effective registrant under the Exchange Act on December 9, 2016. Athene Holding currently trades on the New York Stock Exchange (NYSE) under the symbol “ATH”.

The Company, through its consolidated subsidiary, Athene Asset Management, provides asset management services to Athene, including asset allocation services, direct asset management services, asset and liability matching management, mergers and acquisitions, asset diligence hedging and other asset management services.

On March 15, 2017, the Company and Athene announced an agreement to amend certain fee arrangements relating to investment management fees and sub-advisory fees that are paid by Athene to the Company. More specifically, the Company and Athene entered into a revised fee agreement, which provides for, among other things, a fee of 0.30% per year (reduced from 0.40% per year) on all assets that the Company manages in accounts owned by Athene in the U.S. and Bermuda or in accounts supporting reinsurance ceded to U.S. and Bermuda subsidiaries of Athene Holding by third-party insurers (the “North American Accounts”) in excess of $65.846 billion (the level of assets in the North America Accounts as of December 31, 2016). The Company’s fee on the first $65.846 billion of assets in the North America Accounts remains 0.40% per year, subject to certain discounts and exceptions. The amendments to the investment management fees and sub-advisory fees were effective retroactive to January 1, 2017.

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”).

In addition, the Company and Athene also agreed to amend the sub-advisory fee agreements they have in place whereby, with limited exceptions, the Company will earn 0.40% per year on assets in the North American Accounts explicitly sub-advised by the Company up to $10 billion, 0.35% per year on assets in such accounts explicitly sub-advised by the Company in excess of $10 billion up to $12.4 billion (the level of fee-paying sub-advised assets in the North American Accounts at December 31, 2016), 0.40% per year on assets in such accounts explicitly sub-advised by the Company in excess of $12.4 billion up to $16 billion and 0.35% per year on assets in such accounts explicitly sub-advised by the Company in excess of $16 billion. The Company also earns 0.35% per annum on assets in European Accounts that are sub-advised by AAME, with certain limited exceptions.

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 fee 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 on the portion of such assets that it manages and the gross fee of 0.10% per annum paid to AAME on the portion of such assets it advises.

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”.

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. Apollo may elect to receive payment of carried interest receivable from AAA Investments in cash or in common shares of Athene Holding (valued at the then fair market value); and if Apollo elects to receive payment of such carried interest in cash, then common shares of Athene Holding shall be distributed to Apollo and immediately sold by Apollo to pay for such carried interest in cash. For the three and six months endedJune 30, 2017, the Company recorded carried interest income, taking into account the related profit sharing expense, of $1.9 million and $16.0 million, respectively, from AAA Investments, which is recorded in the condensed consolidated statements of operations. For the three and six months endedJune 30, 2016, the Company recorded carried interest income less the related profit sharing expense of $30.0 million and $10.9 million, respectively, from AAA Investments. As of June 30, 2017 and December 31, 2016, the Company had a $166.7 million and $229.8 million carried interest receivable, respectively, from AAA Investments. As of June 30, 2017 and December 31, 2016, the Company had a related profit sharing payable of $47.8 million and $80.6 million, respectively, recorded in profit sharing payable in the condensed consolidated statements of financial condition.

For the three and six months endedJune 30, 2017, Apollo earned revenues in the aggregate totaling $97.0 million and $249.2 million, respectively, consisting of management fees, sub-advisory 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. For the three and six months endedJune 30, 2016, Apollo earned revenues in the aggregate totaling $238.7 million and $210.9 million, respectively, consisting of management fees, sub-advisory 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 Apollo as further described in note 11.

The Company had an approximate 8.8% economic ownership interest in Athene Holding as of June 30, 2017, which comprises Apollo’s direct 8.3% economic ownership interest in Athene Holding plus an additional 0.5% economic ownership interest, which is calculated as the sum of the Company’s approximate 2.2% economic ownership interest in AAA and the Company’s approximate 0.055% economic ownership interest in AAA Investments, multiplied by AAA Investments’ approximate 26.2% economic ownership interest in Athene, calculated without giving effect to restricted common shares issued under Athene’s management equity plan as of June 30, 2017.

The Company had an approximate 8.9% economic ownership interest in Athene Holding as of December 31, 2016, which comprises Apollo’s direct ownership of 8.0% of the economic ownership interest in Athene Holding plus an additional 0.9% economic ownership interest, which is calculated as the sum of the Company’s approximate 2.2% economic ownership interest in AAA and the Company’s approximate 0.055% economic ownership interest in AAA Investments, multiplied by AAA Investments’ approximate 39.4% economic ownership interest in Athene, calculated without giving effect to restricted common shares issued under Athene’s management equity plan as of December 31, 2016.

AAA Investments Credit Agreement

On April 30, 2015, Apollo entered into a revolving credit agreement with AAA Investments (“AAA Investments Credit Agreement”). Under the terms of the AAA Investments Credit Agreement, the Company shall make available to AAA Investments one or more advances at the discretion of AAA Investments in the aggregate amount not to exceed a balance of $10.0 million at 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 June 30, 2017 and December 31, 2016, $4.0 million had been advanced by the Company and remained outstanding on the AAA Investments Credit Agreement.

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 June 30, 2017. From time to time, this entity is involved in transactions with related parties of Apollo, including portfolio companies of the funds Apollo manages, whereby AGS earns underwriting and transaction fees for its services.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2017

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 June 30, 2017 and December 31, 2016 of $1.5 billion and $0.6 billion, respectively.

Debt Covenants—Apollo’s debt obligations contain various customary loan covenants. As of June 30, 2017, 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.

Guarantees—Apollo entered into an agreement to guarantee 20% of a consolidated VIE’s outstanding secured borrowings of $30.1 million with a third party lending institution. The amount guaranteed by Apollo as of June 30, 2017 was $6.0 million.

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

Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of Apollo have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo’s funds, seeking information regarding the use of placement agents. California Public Employees’ Retirement System (“CalPERS”) announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. The report of the CalPERS’ Special Review was issued on March 14, 2011. That report does not allege any wrongdoing on the part of Apollo or its affiliates. Apollo is continuing to cooperate with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC (“Arvco”) (a placement agent that Apollo has used) and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS’s purchase of securities in various funds managed by Apollo and another asset manager. Apollo is not a party to the civil lawsuit and the lawsuit does not allege any misconduct on the part of Apollo. Likewise, on April 23, 2012, the SEC filed a lawsuit alleging securities fraud on the part of Arvco, as well as Messrs. Buenrostro and Villalobos, in connection with their activities concerning certain CalPERS investments in funds managed by Apollo. This lawsuit also does not allege wrongdoing on the part of Apollo, and alleges that Apollo was defrauded by Arvco, Villalobos, and Buenrostro. On March 14, 2013, the United States Department of Justice unsealed an indictment against Messrs. Villalobos and Buenrostro alleging, among other crimes, fraud in connection with those same activities; again, Apollo is not accused of any wrongdoing and in fact is alleged to have been defrauded by the defendants. The criminal action was set for trial in a San Francisco federal court in July 2014, but was put on hold after Mr. Buenrostro pleaded guilty on July 11, 2014. As part of Mr. Buenrostro’s plea agreement, he admitted to taking cash and other bribes from Mr. Villalobos in exchange for several improprieties, including attempting to influence CalPERS’ investing decisions and improperly preparing disclosure letters to satisfy Apollo’s requirements. There is no suggestion that Apollo was aware that Mr. Buenrostro had signed the letters with a corrupt motive. The government has indicated that they will file new charges against Mr. Villalobos incorporating Mr. Buenrostro’s admissions. On August 7, 2014, the government filed a superseding indictment against Mr. Villalobos asserting additional charges. Trial had been scheduled for February 23, 2015, but Mr. Villalobos passed away on January 13, 2015. Additionally, on April 15, 2013, Mr. Villalobos, Arvco and related entities (the “Arvco Debtors”) brought a civil action in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”) against Apollo. The action is related to the ongoing bankruptcy proceedings of the Arvco Debtors. This action alleges that Arvco served as a placement agent for Apollo in connection with several funds associated with Apollo, and seeks to recover purported fees the Arvco Debtors claim Apollo has not paid them for a portion of Arvco’s placement agent services. In addition, the Arvco Debtors allege that Apollo has interfered with the Arvco Debtors’ commercial relationships with third parties, purportedly causing the Arvco Debtors to lose business and to incur fees and expenses in the defense of various investigations and litigations. The Arvco Debtors also seek compensation from Apollo for these alleged lost profits and fees and expenses. The Arvco Debtors’ complaint asserts various theories of recovery under the Bankruptcy Code and common law. Apollo denies the merit of all of the Arvco Debtors’ claims and will vigorously contest them. The Bankruptcy Court had stayed this action pending the result in the criminal case against Mr. Villalobos but lifted the stay on May 1, 2015; in light of Mr. Villalobos’s death, the criminal case was dismissed. On August 25, 2016, Christina Lovato, in her capacity as the Chapter 7 Trustee for the Arvco Debtors, filed an amended complaint. On March 20, 2017, the court granted Apollo’s motion to dismiss the equitable claims asserted in the amended complaint, leaving just two breach of contract claims remaining. No estimate of possible loss, if any, can be made at this time.

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

There are several pending actions concerning transactions related to Caesars Entertainment Corporation (“Caesars Entertainment”), Caesars Entertainment Operating Company, Inc. (“CEOC”) and certain of their respective subsidiaries.

A. In re: Caesars Entertainment Operating Company, Inc. bankruptcy proceedings, No. 15-01145 (N.D. Ill. Bankr.) (the “Illinois Bankruptcy Action”). On January 17, 2017, an order was entered in the Illinois Bankruptcy Action confirming a plan of reorganization for CEOC and its debtor subsidiaries (the “Plan”) which, inter alia, grants broad releases to Apollo and others.  The Plan is likely to become effective in the third quarter of 2017 after the conditions to its effectiveness have been satisfied. On the effective date of the Plan (the “Plan Effective Date”), the Apollo Released Parties (as defined below) will be released from the claims in the WSFS Action, the UMB Action, the Trilogy Action, the Danner Action, the BOKF Action, the UMB SDNY Action, the Wilmington Trust Action and the CEOC Action (each as defined below).

• Background: 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 (the “Delaware Bankruptcy Action”). On January 15, 2015, CEOC and certain of its affiliates (collectively the “Debtors”) filed the Illinois Bankruptcy Action under Chapter 11 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. The Illinois Bankruptcy Court held an evidentiary hearing to determine whether the Debtors’ petition date was January 12, 2015 or January 15, 2015; this motion has not yet been ruled on by the Illinois Bankruptcy Court, and pursuant to the Plan this motion will be dismissed as moot. Certain of the Debtors’ creditors 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 AGM and certain of its affiliates. No such claims were brought by the Debtors’ prepetition creditors against Apollo in the Illinois Bankruptcy Action. On May 13, 2016, the Official Committee of Second Priority Noteholders (the “Second Lien Noteholders Committee”) filed a motion seeking an Order granting it standing to commence, prosecute and settle claims on behalf of the Debtors’ estates (the “Standing Motion”). The proposed complaint filed with the Standing Motion names Apollo and many others as defendants (see also “H” below). On or about September 27, 2016, Caesars Entertainment and the Debtors announced that they had received confirmations from representatives of the Debtors’ major creditor groups of those groups’ support for a term sheet that describes the key economic terms of a proposed consensual chapter 11 plan for the Debtors. On October 4, 2016, the Debtors filed the Third Amended Joint Plan of Reorganization which subsequently was amended and became the Plan. As part of the Plan, and in connection with the merger between Caesars Entertainment and Caesars Acquisition Company (“CAC”), funds managed by Apollo will not retain any of their equity interests in the merged Caesars Entertainment on account of their pre-merger Caesars Entertainment shares. Such equity interests would, instead, be for the benefit of CEOC’s creditors. Funds managed by Apollo will, however, retain their equity interests in the merged Caesars Entertainment on account of their CAC shares. The voting deadline on the Plan was November 21, 2016, and approximately 90% in dollar amount of the Debtors’ creditors voted in favor of the Plan. On October 17, 2016, the Bankruptcy Court granted the Debtors’ requested injunction of the WSFS, Trilogy, Danner, UMB, Wilmington Trust and BOKF Actions (defined below “B”, “C”, “D”, “F” and “G”) (the “105 Injunction”) through the first omnibus hearing after Plan confirmation, and by order dated January 26, 2017 the 105 Injunction was extended to, inter alia, the Plan Effective Date. At the confirmation hearing, no creditor presented any objection to the Plan. As noted above, the Plan was confirmed by the Illinois Bankruptcy Court and will become effective after the conditions to its effectiveness have been satisfied. The Plan provides several parties, including, AGM and certain of its affiliates (collectively referred to as  the "Apollo Released Parties") with a release of claims that the Debtors and the Debtors’ creditors have or may have against any or all of the Apollo Released Parties, including those described below in the WSFS Action, the Trilogy Action, the Danner Action, the UMB Action, the BOKF Action, the Wilmington Trust Action and the CEOC Action.

B. Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp. et al., No. 10004-CVG (Del. Ch.) (the “WSFS Action”). On August 4, 2014, Wilmington Savings Fund Society, FSB (“WSFS”), as trustee for certain CEOC second-lien 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 (a consultant to Apollo), in Delaware’s Court of Chancery (the “Delaware Court”). 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 certain of its subsidiaries and Caesars Entertainment and certain of its affiliates, and (ii) requests (among other things) that the Delaware 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 Delaware Court denied Defendants’ motion to dismiss. Apollo served responses and objections to WSFS’ subpoena on March 25, 2015. Caesars Entertainment answered the complaint on April 1, 2015. During the pendency of CEOC’s bankruptcy proceedings, the WSFS Action has been automatically stayed with respect to CEOC. WSFS additionally advised the Illinois Bankruptcy Court that, during CEOC’s bankruptcy proceedings, WSFS would only pursue claims in the WSFS 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 AGM, and AGM and these entities have substantially completed their 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 Caesars Entertainment. On April 25, 2016, Caesars Entertainment filed a joint Cross-Motion for Partial Summary Judgment and answering brief in opposition to WSFS’ Summary Judgment Motion (the “Cross-Motion”). WSFS filed its joint reply and opposition to Caesars Entertainment’s Cross-Motion on May 25, 2016, and Caesars Entertainment filed a reply to WSFS’ opposition on June 9, 2016. On June 15, 2016, the Illinois Bankruptcy Court issued a temporary restraining order and preliminary injunction pursuant to Section 105(a) of the Bankruptcy Code enjoining the plaintiffs in the WSFS Action from prosecuting actions against Caesars Entertainment until August 29, 2016. On October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the WSFS Action initially through the first omnibus hearing after Plan confirmation, and now through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the WSFS Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

C. Trilogy Portfolio Company, L.L.C., et al. v. Caesars Entertainment Corp., et al., No. 14-cv-7091 (S.D.N.Y.) (the “Trilogy Action”). On September 3, 2014, institutional investors allegedly holding approximately $137 million in CEOC unsecured senior notes sued CEOC and Caesars Entertainment in federal court in New York (the “New York Court”) 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 New York Court granted the motion with respect to a TIA claim by Trilogy 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 Trilogy 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 Trilogy and Danner served subpoenas for documents on Apollo. Apollo produced responsive, non-privileged documents in response to those subpoenas. In July 2015, Trilogy and Danner served subpoenas for depositions on Apollo and those depositions were completed on September 22, 2015. On October 23, 2015, Trilogy and Danner filed motions for partial summary judgment, related to TIA and breach of contract claims. On December 29, 2015, the New York Court denied the motions for partial summary judgment. On March 23, 2016, the judge presiding over the Trilogy and Danner Actions announced that she was retiring from the bench effective April 28, 2016. A new judge was assigned to preside over the Trilogy 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 Trilogy, Danner, BOKF, UMB SDNY (as defined below) and Wilmington Trust Actions. The moving parties submitted their briefs to the New York Court on May 10, 2016. Opposition briefs were filed on May 31, 2016. Reply briefs were filed on June 14, 2016. On June 15, 2016, the Illinois Bankruptcy Court issued a temporary restraining order and preliminary injunction pursuant to Section 105(a) of the Bankruptcy Code, enjoining the plaintiffs in the Trilogy and Danner Actions from prosecuting actions against Caesars Entertainment until August 29, 2016. On October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction, staying the Trilogy and Danner Actions initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the Trilogy and Danner Actions.  As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

D. 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 the Delaware Court. The UMB Action 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 WSFS Action. The UMB Action has effectively been stayed since April 7, 2016, and on October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the UMB Action initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the UMB Action.  As aforementioned, the Plan was confirmed by an order dated  January 17, 2017.

E. 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’s 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 case has been dismissed for failure to prosecute, and the time granted to the plaintiff to refile has passed without there being any refiling.

F. 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 New York Court. 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 in the New York Court as the Trilogy and Danner Actions. On March 25, 2015, Caesars Entertainment filed an answer to the complaint. On May 19, 2015, BOKF sent the New York 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 Trilogy and Danner plaintiffs did not join BOKF’s request to file for partial summary judgment. On May 28, 2015, the New York 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, Trilogy and Danner Actions. On June 16, 2015, UMB sent a letter to the New York 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 New York 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 New York Court denied these motions. At a hearing on February 22, 2016, the New York 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 New York 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 Illinois 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. The moving parties submitted their briefs on May 10, 2016. Opposition briefs were filed on May 31, 2016. Reply briefs were filed on June 14, 2016. On June 15, 2016, the Illinois Bankruptcy Court issued a temporary restraining order and preliminary injunction pursuant to Section 105(a) of the Bankruptcy Code, enjoining the plaintiffs in the BOKF Action from prosecuting actions against Caesars Entertainment until August 29, 2016. On October 17, 2016, after several motions and appeals relating to extending the stay past August 29, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the BOKF Action initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the BOKF Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

G. 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 New York Court alleging claims similar to those alleged in the BOKF, UMB, Trilogy, and Danner Actions. The parties cross-moved for partial summary judgment on the same schedule as the Trilogy Action. Caesars Entertainment argued that its actions did not violate the TIA and that its guarantee of the 10.75% Notes was automatically released under a certain clause contained in the indenture governing the 10.75% Notes. Wilmington Trust argued that Caesars Entertainment’s actions constituted an improper out-of-court reorganization under the TIA and that Caesars Entertainment’s guarantee was not released because the necessary conditions precedent did not occur. Although the temporary restraining order and preliminary injunction issued by the Illinois Bankruptcy Court did not apply to the Wilmington Trust Action, on July 6, 2016, Wilmington Trust and Caesars Entertainment filed a stipulation staying the Wilmington Trust Action until August 29, 2016. The New York Court scheduled oral argument for August 30, 2016. A motion was made by CEOC and the other Debtors to the Illinois Bankruptcy Court to extend the stay beyond August 29, 2016, which motion was denied. On October 17, 2016, the Illinois Bankruptcy Court granted the 105 Injunction staying the Wilmington Trust Action initially through the first omnibus hearing after Plan confirmation and now by order dated January 26, 2017 through, inter alia, the Plan Effective Date. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the Wilmington Trust Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

H. CEOC v. Caesars Entertainment et al., Illinois Bankruptcy Court (the “CEOC Action”). On or about August 9, 2016, CEOC and certain of the other Debtors commenced a “placeholder” lawsuit against Caesars Entertainment, AGM, Caesars Entertainment directors (including Messrs. Rowan, Sambur, Press and Benjamin) and certain of its officers, and many others to, inter alia, prevent the statute of limitations from running respecting any claim owned by a Debtor’s estate. This lawsuit basically asserts the claims identified in the Examiner’s Report and has been stayed by an order of the Bankruptcy Court. Pursuant to the Plan, the Apollo Released Parties will be released from all claims relating to the CEOC Action. As aforementioned, the Plan was confirmed by an order dated January 17, 2017.

Apollo believes that the claims in the WSFS Action, the UMB Action, the Trilogy Action, the Danner Action, the Koskie Action, the BOKF Action, the UMB SDNY Action, the Wilmington Trust Action and the CEOC Action are without merit. For this reason, and because the confirmed Plan has not become effective yet, 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. 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 CEC 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. On March 1, 2017, the special master appointed by the Kansas court to oversee pre-trial proceedings recommended that the Kansas court grant defendants’ motions to dismiss the complaint. On March 30, 2017, plaintiff moved for leave to amend the consolidated complaint. The proposed amended consolidated complaint does not name as defendants CEC or its former directors, and purports to substitute Goldman, Sachs & Co. in place of the Goldman Sachs Group Inc. on the claim for aiding and abetting breach of fiduciary duty. On June 1, 2017, the Court granted the parties’ joint motion to dismiss all claims against CEC and the former directors, and dismissed the former CEC directors from the action. 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 (“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 original complaint in this action alleged violations of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. Sections 1962(c) and (d). The plaintiffs alleged 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. Plaintiff Hudson moved for leave to amend the complaint, which motion was granted by the Iowa Court. The amended complaint removed Silva as a named plaintiff and removed Aviva plc as a defendant, but otherwise substantively makes the same or similar allegations. The Defendants have moved to dismiss the amended complaint, and that motion has been fully briefed. On November 14, 2016, the Court stayed its decision on the motion to dismiss until the Eighth Circuit Court of Appeals renders its decision in a different case that has some of the same jurisdictional issues and stayed additional discovery until the Court decides the motion to dismiss. On April 13, 2017, the Eighth Circuit affirmed the lower court’s decision to dismiss the other case. On May 11, 2017, the Court lifted the stay and granted the Defendants’ motion to dismiss the amended complaint.

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, which stipulation was approved by the Court on June 9, 2016. Defendants’ motions to dismiss have been fully briefed, and oral argument was held on December 8, 2016. Apollo believes that the claims asserted in the complaints 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”), two Petitions for Appraisal of Stock were filed in the Chancery Court for the State of Delaware. The first, captioned Hudson Bay Master Fund, Ltd. and Brigade Leveraged Capital Structures Fund, Ltd. v. The Fresh Market, Inc., was filed May 23, 2016 on behalf of holders of 1,660,000 shares of common stock of TFM and names only TFM as the respondent. The second captioned Verition Multi-Strategy Master Ltd. and Verition Partners Master Fund Ltd. v. The Fresh Market, Inc. was filed August 22, 2016 on behalf of holders of 1,198,318 shares of common stock of TFM and names only TFM as the respondent. Both actions sought a determination of the fair value of the shares of the common stock of TFM under Section 262 of the Delaware Corporate Code. The two actions were then consolidated under the caption, In re Appraisal of The Fresh Market, Inc., Case No. 12372-VCG (the “Appraisal Action”). On May 9, 2017, the parties settled the Appraisal Action on terms that included the petitioners’ dismissal of all claims asserted in the petitions, and grant of complete releases, in exchange for TFM’s cash settlement. Also party to the settlement were two stockholders who had refused to tender the 9,700 shares that they owned but had not filed an appraisal petition or joined the Appraisal Action. These stockholders likewise granted a complete release of any claims for appraisal in exchange for TFM’s cash settlement. In addition, a purported shareholder class action, captioned Elizabeth Morrison v. Ray Berry, et. al., Case No. 12808-VCG, was filed October 6, 2016 in the Chancery Court for the State of Delaware and names as defendants TFM’s former officers and directors (the “Morrison Action”). The Morrison Action alleges, 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 engaging in a sale process that improperly favored AGM and/or Apollo Management VIII, L.P., by agreeing to an inadequate price and by filing materially deficient disclosures regarding the transaction. On June 21, 2017, the Court granted the plaintiff’s Motion for Class Certification. The Court has not yet set a schedule for resolving this Action on the merits. Subsequently, a purported shareholder class action, captioned Bruce S. Sherman and Bruce & Cynthia Sherman Charitable Foundation, Inc. v. The Fresh Market, Inc., et. al., Case No. 1:17-cv-00179, was filed March 3, 2017 in federal district court in the Middle District of North Carolina (the “Sherman Action”). The Sherman Action named as defendants, in addition to TFM, the former members of its Board of Directors, as well as AGM, Apollo Management VIII, L.P., and Apollo-affiliates, Pomegranate Holdings, Inc. and Pomegranate Merger Sub, Inc. The Sherman Action alleged, 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. The plaintiffs sought, 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. On May 24, 2017, the Sherman plaintiffs voluntarily dismissed their claims against AGM, Apollo Management VIII, L.P., Pomegranate Holdings, Inc. and Pomegranate Merger Sub, Inc. without prejudice.

On March 4, 2016, the Public Employees Retirement System of Mississippi filed a putative securities class action against Sprouts Farmers Market, Inc. (“SFM”), several SFM directors (including Andrew Jhawar, an Apollo partner), AP Sprouts Holdings, LLC and AP Sprouts Holdings (Overseas), L.P. (the “AP Entities”), which are controlled by entities managed by Apollo affiliates, and two underwriters of a March 2015 secondary offering of SFM common stock. The AP Entities sold SFM common stock in the March 2015 secondary offering. The complaint, filed in Arizona Superior Court and captioned Public Employees Retirement System of Mississippi v. Sprouts Farmers Market, Inc. (CV2016-050480), alleges that SFM filed a materially misleading registration statement for the secondary offering that incorporated alleged misrepresentations in SFM’s 2014 annual report regarding SFM’s business prospects, and failed to disclose alleged accelerating produce deflation. 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. Defendants removed the case to United States District Court for the District of Arizona, but on March 27, 2017, the Court granted Plaintiff's motion to remand the case to state court. Defendants filed a notice of appeal on April 21, 2017. Meanwhile, the Defendants have moved to dismiss the action in state court, and the motion is scheduled for a hearing on August 18, 2017. Because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Between February 25 and March 23, 2016, plaintiffs filed five putative class actions in the Superior Court of Maricopa County, Arizona, on behalf of purported stockholders of Apollo Education Group, Inc. (“AEG”) asserting claims for breaches of fiduciary duties and aiding and abetting the alleged breaches in connection with a proposed acquisition of AEG.  The  defendants include, among others, AEG, members of AEG’s board of directors, AGM, Fund VIII, and certain subsidiaries of funds managed by Apollo. On April 12, 2016, the Court consolidated all the actions under the following caption:  In re Apollo Education Group, Inc. Shareholder Litigation, Lead Case No. CV2016-001905 (Ariz. Super. Ct.).  Shortly thereafter, the parties informed the Court that they had entered into a memorandum of understanding for a settlement that would, among other things, (i) provide for the dismissal with prejudice on the merits and release of any and all claims by the proposed class against the Defendants; and (ii) recognize that the pendency of the suit was, in part, a factor in the decision by the purchasers of AEG to increase the price offered to acquire all of the outstanding shares of AEG’s common stock from $9.50 per share to $10.00 per share. On April 10, 2017, the parties filed settlement papers for the Court’s review following the consummation of the merger agreement on February 1, 2017, the completion by plaintiffs of three confirmatory discovery depositions on February 27, 2017, and the execution of a stipulation of settlement by the parties on April 10, 2017.  On May 23, 2017, the Court entered an order that provisionally certified a non-opt-out settlement class, preliminarily approved the terms and conditions in the proposed stipulation of settlement, scheduled the settlement hearing for August 11, 2017, approved the form and content of and the method of distribution for the class notice, and instituted a stay of all proceedings in the action other than settlement-related proceedings pending a ruling on a motion for final approval.  On June 29, 2017,  the Court entered an order granting the parties’ request for a continuance of the settlement hearing to October 6, 2017.  The parties are currently negotiating the amount of plaintiffs’ attorneys’ fees.  For this reason, no reasonable estimate of possible loss, if any, can be made at this time.

On June 20, 2016 Banca Carige S.p.A. (“Carige”) commenced a lawsuit in the Court of Genoa (Italy) (No. 8965/2016), against its former Chairman, its former Chief Executive Officer, AGM and certain entities (the “Apollo Entities”) organized and owned by investment funds managed by affiliates of AGM. The complaint alleges that AGM and the Apollo Entities (i) aided and abetted breaches of fiduciary duty to Carige allegedly committed by Carige’s former Chairman and former CEO in connection with the sale to the Apollo Entities of Carige subsidiaries engaged in the insurance business; and (ii) took wrongful actions aimed at weakening Banca Carige’s financial condition supposedly to facilitate an eventual acquisition of Carige. The causes of action are based in tort under Italian law. Carige purportedly seeks damages of €450 million in connection with the sale of the insurance businesses and €800 million for other losses. The first hearings were held on May 17, 2017 and on June 14, 2017. Based on the allegations made in the complaint, Apollo believes that there is no merit to Carige’s claims. Additionally, as the case is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On December 12, 2016, the CORE Litigation Trust (the “Trust”), which was created under the Chapter 11 reorganization plan for CORE Media and other affiliated entities, including CORE Entertainment, Inc. (“CORE”), approved by the Southern District of New York Bankruptcy Court on September 22, 2016, commenced an action in California Superior Court for Los Angeles County, captioned Core Litigation Trust v. Apollo Global Management, LLC, et al., Case No. BC 643732, which was removed to the United States District Court for the Central District of California on February 3, 2017. On February 21, 2017, the Trust moved to remand the action to California state court, and Defendants moved to transfer the case to the Southern District of New York (“SDNY”). On April 5, 2017, the Court granted Defendants’ motion to transfer the case to the SDNY and denied the Trust’s motion to remand, without prejudice to the Trust refiling its remand motion in the SDNY. On April 20, 2017, the SDNY District Court referred the case to the SDNY Bankruptcy Court. On April 27, 2017, the Trust filed a motion for mandatory abstention, permissive abstention, and remand to California state court.  On July 17, 2017, the SDNY Bankruptcy Court issued a decision granting the Trustee’s motion for mandatory abstention and remanding the case to Los Angeles Superior Court.  The Trust’s complaint asserts claims for inducing the breach of and tortiously interfering with $360 million in loans under the 2011 loan agreements entered into between CORE and certain First and Second Lien Lenders (the “Lenders”), who assigned their loan-agreement claims to the Trust as part of CORE’s Chapter 11 plan of reorganization. The complaint names as defendants: (i) AGM, (ii) Apollo Global Securities, LLC, (iii) other AGM subsidiaries, (iv) the funds managed by Apollo that were the beneficial owners of CORE Media (the “CORE Funds”), (v) certain affiliated-entities through which the CORE Funds owned their beneficial interest in CORE Media, (vi) Twenty-First Century Fox, Inc. (“Fox”) and certain Fox affiliates, and (vii) Endemol USA Holding, Inc. (“Endemol”) and certain Endemol-affiliated entities. The Trust alleges that defendants’ participation in certain transactions related to CORE, including the December 12, 2014 formation of the joint venture through which the CORE Funds and Fox beneficially owned CORE Media and Endemol Shine, induced CORE to breach the loan agreements and tortiously interfered with CORE’s performance of its obligations under the loan agreements. The Trust seeks unspecified compensatory and punitive damages. Apollo believes these claims are without merit. Because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

In December 2016, the Company received a subpoena from the SEC principally concerning the Company's disclosure of IRR calculations for certain private equity funds, costs associated with a European service provider, and certain personnel changes.  These topics generally track matters with which the Company is familiar and has previously examined. The Company is fully cooperating with the SEC in this matter.

On August 3, 2017, a putative class action was commenced in the United States District Court for the Middle District of Florida against AGM, Gareth Turner (an Apollo Partner) and Mark Beith (a former Apollo Principal) by Michael McEvoy on behalf of a class of current and former employees of subsidiaries of CEVA Group, LLC (“CEVA Group”) who purchased restricted Class A shares in CEVA Investment Limited (“CIL”), the former parent company of CEVA Group.  The complaint alleges that the defendants breached fiduciary duties to and defrauded the plaintiffs by inducing them to purchase shares in CIL and subsequently participating in a debt restructuring of CEVA Group in which shareholders of CIL did not receive a recovery.  The complaint purports to seek damages in excess of €14 million.  Based on the allegations in the complaint, Apollo believes that there is no merit to the claims.  Additionally, as the case is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Commitments and Contingencies—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 June 30, 2017, the approximate aggregate minimum future payments required for operating leases were as follows:

	Remaining 2017		2018		2019		2020		2021		Thereafter		Total
Aggregate minimum future payments	$	17,101	$	31,347	$	30,400	$	13,664	$	4,757	$	6,955	$	104,224

Expenses related to non-cancellable contractual obligations for premises, equipment, auto and other assets were $10.1 million and $10.0 million for the three months ended June 30, 2017 and 2016, respectively, and $20.4 million and $20.1 million for the six months endedJune 30, 2017 and 2016, respectively.

Other long-term obligations relate to payments with respect to certain consulting agreements entered into by Apollo Investment Consulting LLC, a subsidiary of Apollo, as well as long-term service contracts. A significant portion of these costs are reimbursable by funds or portfolio companies. As of June 30, 2017, fixed and determinable payments due in connection with these obligations were as follows:

	Remaining 2017		2018		2019		2020		2021		Thereafter		Total
Other long-term obligations	$	15,833	$	7,777	$	3,506	$	1,936	$	1,936	$	1,603	$	32,591

Contingent Obligations—Carried interest income with respect to private equity funds and certain credit and real assets 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 June 30, 2017 and that would be reversed approximates $3.1 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 13 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 June 30, 2017, AGS had one unfunded contingent commitment of $75.0 million outstanding related to such offerings. The commitment expired with no funding on the part of the Company on July 12, 2017.

As of June 30, 2017, one of the Company’s subsidiaries had unfunded contingent commitments of $153.1 million, to facilitate fundings at closing by lead arrangers for syndicated term loans issued by portfolio companies of funds managed by Apollo. The commitments expire by August 14, 2017. As of August 8, 2017, the unfunded commitments were approximately $18.2 million.

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 $86.9 million and $106.3 million as of June 30, 2017 and December 31, 2016, respectively.

The contingent consideration obligations will be remeasured to fair value at each reporting period until the obligations are satisfied and are characterized as Level III liabilities. The changes in the fair value of the contingent consideration obligations is reflected in profit sharing expense in the condensed consolidated statements of operations. See note 5 for further information regarding fair value measurements.

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SEGMENT REPORTING

6 Months Ended

Jun. 30, 2017

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 assets. Segment information is utilized by our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made and the level of control over the investment.

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

Economic Income

Economic Income, or “EI”, is a key performance measure used by management in evaluating the performance of Apollo’s private equity, credit and real assets 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 before income tax provision excluding transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, 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 related parties to employees of the Company, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements.

The following tables present financial data for Apollo’s reportable segments as of and for the three months ended June 30, 2017 and 2016. Prior period financial data has been updated to conform to the current presentation.

	As of and for the Three Months Ended June 30, 2017
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	77,275		$	169,856		$	19,777		$	266,908
Advisory and transaction fees from related parties, net	19,302			3,709			618			23,629
Carried interest income (loss) from related parties:
Unrealized(1)	(98,372		)	26,921			926			(70,525		)
Realized	136,497			57,119			5,175			198,791
Total carried interest income from related parties	38,125			84,040			6,101			128,266
Total Revenues(2)	134,702			257,605			26,496			418,803
Expenses:
Compensation and benefits:
Salary, bonus and benefits	30,294			59,244			9,022			98,560
Equity-based compensation	7,704			9,228			634			17,566
Profit sharing expense:
Unrealized	(34,983		)	12,927			(70		)	(22,126		)
Realized	53,137			23,080			2,866			79,083
Realized: Equity-based	462			582			—			1,044
Total profit sharing expense	18,616			36,589			2,796			58,001
Total compensation and benefits	56,614			105,061			12,452			174,127
Non-compensation expenses:
General, administrative and other	16,617			31,760			5,297			53,674
Placement fees	1,341			3,918			—			5,259
Total non-compensation expenses	17,958			35,678			5,297			58,933
Total Expenses(2)	74,572			140,739			17,749			233,060
Other Income (Loss):
Income from equity method investments	10,348			5,856			1,015			17,219
Net losses from investment activities	(100		)	(299		)	—			(399		)
Net interest loss	(4,336		)	(6,484		)	(1,247		)	(12,067		)
Other income (loss), net	781			(241		)	240			780
Total Other Income (Loss)(2)	6,693			(1,168		)	8			5,533
Non-Controlling Interests	—			(559		)	—			(559		)
Economic Income(2)	$	66,823		$	115,139		$	8,755		$	190,717
Total Assets(2)	$	2,276,050		$	2,655,434		$	212,255		$	5,143,739

(1) Included in unrealized carried interest income from related parties for three months ended June 30, 2017 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 13 for further details regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.

	For the Three Months Ended June 30, 2016
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	76,518		$	151,252		$	13,863		$	241,633
Advisory and transaction fees from related parties, net	58,301			3,036			3,562			64,899
Carried interest income (loss) from related parties:
Unrealized(1)	207,845			80,397			(1,737		)	286,505
Realized	266			40,046			1,668			41,980
Total carried interest income (loss) from related parties	208,111			120,443			(69		)	328,485
Total Revenues(2)	342,930			274,731			17,356			635,017
Expenses:
Compensation and benefits:
Salary, bonus and benefits	31,564			54,709			8,249			94,522
Equity-based compensation	6,765			8,300			657			15,722
Profit sharing expense:
Unrealized	67,543			33,954			(661		)	100,836
Realized	132			23,215			550			23,897
Total profit sharing expense	67,675			57,169			(111		)	124,733
Total compensation and benefits	106,004			120,178			8,795			234,977
Non-compensation expenses:
General, administrative and other	20,551			35,546			5,421			61,518
Placement fees	1,085			683			21			1,789
Total non-compensation expenses	21,636			36,229			5,442			63,307
Total Expenses(2)	127,640			156,407			14,237			298,284
Other Income (Loss):
Income from equity method investments	31,410			12,940			356			44,706
Net gains from investment activities	6,457			82,041			—			88,498
Net interest loss	(3,252		)	(4,715		)	(919		)	(8,886		)
Other income (loss), net	341			(127		)	44			258
Total Other Income (Loss)(2)	34,956			90,139			(519		)	124,576
Non-Controlling Interests	—			(2,175		)	—			(2,175		)
Economic Income(2)	$	250,246		$	206,288		$	2,600		$	459,134

(1) Included in unrealized carried interest income (losses) from related parties for the three months ended June 30, 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 13 for further detail regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Total Consolidated Revenues	$	432,872		$	660,447
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(15,179		)	(28,092		)
Adjustments related to consolidated funds and VIEs(1)	1,110			1,211
Other(1)	—			1,451
Total Reportable Segments Revenues	$	418,803		$	635,017

(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 related parties to employees of the Company and certain compensation and administrative related expense reimbursements.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Total Consolidated Expenses	$	264,526		$	343,398
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(15,179		)	(28,209		)
Transaction-related compensation charges(1)	(1,549		)	(4,896		)
Reclassification of interest expenses	(13,195		)	(9,800		)
Amortization of transaction-related intangibles(1)	(1,538		)	(2,346		)
Other(1)	(5		)	137
Total Reportable Segments Expenses	$	233,060		$	298,284

(1) Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.

The following table reconciles total consolidated other income to total other income for Apollo’s reportable segments for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Total Consolidated Other Income	$	23,819		$	136,742
Reclassification of interest expense	(13,195		)	(9,800		)
Adjustments related to consolidated funds and VIEs(1)	(4,890		)	(904		)
Other	(201		)	(1,462		)
Total Reportable Segments Other Income	$	5,533		$	124,576

(1) Represents the addition of other income of consolidated funds and VIEs.

The following table presents the reconciliation of income before income tax (provision) benefit reported in the condensed consolidated statements of operations to Economic Income for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Income before income tax (provision) benefit	$	192,165		$	453,791
Adjustments:
Net income attributable to Non-Controlling Interests in consolidated entities	(4,535		)	(2,078		)
Transaction-related charges, net(1)	3,087			7,421
Total consolidation adjustments and other	(1,448		)	5,343
Economic Income	$	190,717		$	459,134

(1) 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 related parties to employees of the Company.

The following tables present financial data for Apollo’s reportable segments as of and for the six months endedJune 30, 2017 and 2016. Prior period financial data has been updated to conform to the current presentation.

	As of and for the Six Months Ended June 30, 2017
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	154,673		$	328,198		$	36,090		$	518,961
Advisory and transaction fees from related parties, net	31,074			6,265			1,357			38,696
Carried interest income from related parties:
Unrealized(1)	65,247			33,243			3,530			102,020
Realized	291,958			88,055			5,239			385,252
Total carried interest income from related parties	357,205			121,298			8,769			487,272
Total Revenues(2)	542,952			455,761			46,216			1,044,929
Expenses:
Compensation and benefits:
Salary, bonus and benefits	61,763			114,126			17,392			193,281
Equity-based compensation	14,799			18,330			1,182			34,311
Profit sharing expense:
Unrealized	20,033			15,142			1,964			37,139
Realized	128,389			36,525			2,892			167,806
Realized: Equity-based	462			869			—			1,331
Total profit sharing expense	148,884			52,536			4,856			206,276
Total compensation and benefits	225,446			184,992			23,430			433,868
Non-compensation expenses:
General, administrative and other	33,977			63,850			9,779			107,606
Placement fees	1,475			5,688			—			7,163
Total non-compensation expenses	35,452			69,538			9,779			114,769
Total Expenses(2)	260,898			254,530			33,209			548,637
Other Income (Loss):
Income from equity method investments	42,076			12,339			2,018			56,433
Net gains from investment activities	3,296			30,795			—			34,091
Net interest loss	(8,578		)	(13,006		)	(2,471		)	(24,055		)
Other income, net	18,571			570			303			19,444
Total Other Income (Loss)(2)	55,365			30,698			(150		)	85,913
Non-Controlling Interests	—			(1,493		)	—			(1,493		)
Economic Income(2)	$	337,419		$	230,436		$	12,857		$	580,712
Total Assets(2)	$	2,276,050		$	2,655,434		$	212,255		$	5,143,739

(1) Included in unrealized carried interest income from related parties for the six months endedJune 30, 2017 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 13 for further details regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.

	For the Six Months Ended June 30, 2016
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	151,436		$	293,763		$	27,367		$	472,566
Advisory and transaction fees from related parties, net	61,014			7,446			4,438			72,898
Carried interest income (loss) from related parties:
Unrealized(1)	61,510			59,218			(5,114		)	115,614
Realized	266			85,198			6,439			91,903
Total carried interest income from related parties	61,776			144,416			1,325			207,517
Total Revenues(2)	274,226			445,625			33,130			752,981
Expenses:
Compensation and benefits:
Salary, bonus and benefits	63,638			106,321			16,933			186,892
Equity-based compensation	14,150			16,860			1,432			32,442
Profit sharing expense:
Unrealized	10,169			24,817			(1,832		)	33,154
Realized	132			53,776			4,178			58,086
Total profit sharing expense	10,301			78,593			2,346			91,240
Total compensation and benefits	88,089			201,774			20,711			310,574
Non-compensation expenses:
General, administrative and other	36,282			66,032			11,565			113,879
Placement fees	2,079			1,390			21			3,490
Total non-compensation expenses	38,361			67,422			11,586			117,369
Total Expenses(2)	126,450			269,196			32,297			427,943
Other Income (Loss):
Income from equity method investments	25,927			13,788			1,132			40,847
Net losses from investment activities	2,351			29,648			—			31,999
Net interest loss	(5,680		)	(8,370		)	(1,727		)	(15,777		)
Other income (loss), net	217			(535		)	15			(303		)
Total Other Income (Loss)(2)	22,815			34,531			(580		)	56,766
Non-Controlling Interests	—			(4,560		)	—			(4,560		)
Economic Income(2)	$	170,591		$	206,400		$	253		$	377,244

(1) Included in unrealized carried interest income (losses) from related parties for the six months endedJune 30, 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 13 for further detail regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Total Consolidated Revenues	$	1,076,423		$	781,273
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(33,402		)	(33,058		)
Adjustments related to consolidated funds and VIEs(1)	1,908			1,863
Other(1)	—			2,903
Total Reportable Segments Revenues	$	1,044,929		$	752,981

(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 related parties to employees of the Company and certain compensation and administrative related expense reimbursements.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Total Consolidated Expenses	$	610,514		$	485,297
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(33,402		)	(33,292		)
Transaction-related compensation charges(1)	1,134			(2,523		)
Reclassification of interest expenses	(26,194		)	(17,673		)
Amortization of transaction-related intangibles(1)	(3,410		)	(4,396		)
Other(1)	(5		)	530
Total Reportable Segments Expenses	$	548,637		$	427,943

(1) Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.

The following table reconciles total consolidated other income to total other income for Apollo’s reportable segments for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Total Consolidated Other Income	$	120,447		$	78,107
Reclassification of interest expense	(26,194		)	(17,673		)
Adjustments related to consolidated funds and VIEs(1)	(8,206		)	(1,542		)
Other	(134		)	(2,126		)
Total Reportable Segments Other Income	$	85,913		$	56,766

(1) Represents the addition of other income of consolidated funds and VIEs.

The following table presents the reconciliation of income before income tax provision reported in the condensed consolidated statements of operations to Economic Income for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Income before income tax provision	$	586,356		$	374,083
Adjustments:
Net income attributable to Non-Controlling Interests in consolidated entities	(7,919		)	(4,113		)
Transaction-related charges, net(1)	2,275			7,274
Total consolidation adjustments and other	(5,644		)	3,161
Economic Income	$	580,712		$	377,244

(1) 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 related parties to employees of the Company.

The following table presents the reconciliation of Apollo’s total reportable segment assets to total assets as of June 30, 2017 and December 31, 2016:

	As of June 30, 2017		As of December 31, 2016
Total reportable segment assets	$	5,143,739	$	4,694,643
Adjustments(1)	1,078,181		934,910
Total assets	$	6,221,920	$	5,629,553

(1) Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On August 2, 2017, the Company declared a cash distribution of $0.52 per Class A share, which will be paid on August 31, 2017 to holders of record on August 22, 2017.

On August 2, 2017, the Company declared a cash distribution of $0.398438 per Preferred share, which will be paid on September 15, 2017 to holders of record on September 1, 2017.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

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 June 30, 2017, the Company owned, through six 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, APO UK (FC), Limited, a United Kingdom incorporated company that is treated as a corporation for U.S. federal income tax purposes, and APO (FC III), LLC, a Cayman Islands limited liability company (collectively, the “Intermediate Holding Companies”), 47.9% 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 June 30, 2017, Holdings owned the remaining 52.1% 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.

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. These condensed consolidated financial statements should be read in conjunction with the annual financial statements included in the 2016 Annual Report.

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities (“VIEs”) and for which the Company is considered the primary beneficiary, and certain entities which are not considered VIEs but which the Company controls through a majority voting interest.

Intercompany accounts and transactions, if any, have been eliminated upon consolidation.

Reclassifications

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.

Consolidation

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 does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. Apollo factors in all economic interests including proportionate interests through related parties, to determine if such interests are considered a variable interest. As Apollo’s interests in many of these entities are solely through market rate performance fees and/or insignificant indirect interests through related parties, Apollo is not considered to have a variable interest in many of these entities and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.

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

Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, related parties of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.

Assets and liabilities of the consolidated VIEs are primarily shown in separate sections within the condensed consolidated statements of financial condition. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are presented within net gains from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations. For additional disclosures regarding VIEs, see note 4.

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

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” below. 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 Hierarchy

U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:

Level I - Quoted prices are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments included in Level I include listed equities and listed derivatives. The Company does not adjust the quoted price for these financial instruments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.

Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These financial instruments exhibit higher levels of liquid market observability as compared to Level III financial instruments.

Level III - Pricing inputs are unobservable for the financial instrument and includes situations where there is little observable market activity for the financial instrument. The inputs into the determination of fair value may require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partner interests in corporate private equity and real assets funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs.

When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular financial instrument would qualify for classification as Level II or Level III. These criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from independent pricing services.

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

Transfers between levels of the fair value hierarchy are recognized as of the end of the reporting period.

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, the determination of a terminal value 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. 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.

Real Estate Investments

Real Assets Investments

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

Certain of the private equity, credit, and real assets funds may also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of 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.

Valuation Process

Valuation Process

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.

Financial Instruments held by Consolidated VIEs

Financial Instruments held by Consolidated VIEs

The Company measures both the financial assets and financial liabilities of the consolidated CLOs in its condensed consolidated financial statements using the fair value of the financial assets of the consolidated CLOs, which are more observable than the fair value of the financial liabilities of the consolidated CLOs. As a result, the financial assets of the consolidated CLOs are measured at fair value and the financial liabilities are measured in consolidation as: (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLOs less (ii) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the measurement alternative, net income (loss) attributable to Apollo Global Management, LLC reflects the Company’s own economic interests in the consolidated CLOs including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services.

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

As previously noted, the Company measures the debt obligations of the consolidated CLOs on the basis of the fair value of the financial assets of the consolidated CLOs.

Investments, at Fair Value

Investments, 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 of the consolidated VIEs are reflected as net gains (losses) from investment activities of consolidated variable interest entities in the condensed consolidated statements of operations.

Net gains (losses) from investment activities in the condensed consolidated statements of operations include both realized gains and losses and the change in unrealized gains and losses in the Company’sinvestments, at fair value between the opening reporting date and the closing reporting date.

Fair Value Option

Fair Value Option

Apollo has elected the fair value option for the Company’s investment in Athene Holding, the assets and liabilities of certain of its consolidated VIEs (including CLOs) and certain of the Company’s other investments. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. 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 and other investments for which the fair value option has been elected.

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 Company’s share of the underlying net income or loss of such entities is recorded in income (loss) from equity method investments in the condensed consolidated statements of operations. The carrying amounts of equity method investments are recorded in investments in the condensed consolidated statements of financial condition. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.

Revenues

Revenues

Revenues are reported in three separate categories that include (i) advisory and transaction fees from related parties, net, which relate to the investments of the funds the Company manages 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 it manages; (ii) management fees from related parties, 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 related parties, which is normally based on the performance of the funds the Company manages that are subject to preferred return.

Management Fees from Related Parties

Management Fees from Related Parties—Management fees for private equity, credit, and real assets 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.

Advisory and Transaction Fees from Related Parties, Net

Advisory and Transaction Fees from Related Parties, 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 recorded net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is recorded in due from related parties on the condensed consolidated statements of financial condition.

Advisory and transaction fees from related parties, 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 recorded 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 recorded in due from related parties, which is discussed further in note 13. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Advisory and transaction fees from related parties are presented net of the Management Fee Offset in the condensed consolidated statements of operations.

Carried Interest Income (Loss) from Related Parties

Carried Interest Income from Related Parties—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 fees are assessed as a percentage of the investment performance of the funds. The carried interest income from related parties 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 related parties 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 related parties, 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.

Carried interest income from related parties also includes a quarterly performance fee on the pre-incentive fee net investment income (“AINV Part I Fees”) of AINV. For purposes of the AINV Part I Fees, the net investment income of AINV includes interest income, dividend income and certain other income but excludes any realized and unrealized capital gains or losses. Such AINV Part I Fees are paid quarterly and are not subject to repayment.

Deferred Revenue

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

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

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

Compensation and Benefits

Compensation and Benefits

401(k) Savings Plan

The Company sponsors a 401(k) savings plan (the “401(k) Plan”) whereby U.S.-based employees are entitled to participate in the 401(k) Plan based upon satisfying certain eligibility requirements. Effective January 1, 2017, the Company matches 50% of eligible annual employee contributions up to 3% of the eligible employees’ annual compensation. Matching contributions vest after three years of service.

Profit Sharing

Profit Sharing

Profit sharing expense and profit sharing payable primarily consist of a portion of carried interest earned from certain funds that is allocated to employees, former employees and Contributing Partners. Profit sharing amounts are recognized on an accrued basis as the related carried interest income is earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in carried interest income that was previously recognized.

Profit sharing amounts are generally not paid until the related carried interest is distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, a portion of the carried interest distributed to the general partner is allocated by issuance of restricted shares, rather than cash to employees. Prior to distribution of the carried interest to the general partner, the Company records the value of the restricted shares expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. Upon distribution of the carried interest to the general partner, the general partner expects to purchase the Class A restricted shares on behalf of employees and simultaneously grant those shares to the employee. Such shares are recorded as equity-based compensation expense over the relevant service period.

Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the condensed consolidated statements of financial condition, represents all amounts previously distributed to employees, former employees and Contributing Partners that would need to be returned to the general partner if the Apollo funds were to be liquidated based on the fair value of the underlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.

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

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.

General, Administrative and Other

General, Administrative and Other

General, administrative and other primarily includes professional fees, occupancy, depreciation and amortization, travel, information technology, and administration expenses. For the three and six months endedJune 30, 2016, the presentation of professional fees, occupancy, and depreciation and amortization was combined with general, administrative and other on the condensed consolidated statements of operations to conform to the current presentation.

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 related parties, 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 Financial Accounting Standards Board (“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 new guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services (i.e., the transaction price). When determining the transaction price under the new guidance, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. 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, the 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.

Upon adoption, the guidance currently applied by the Company in which it recognizes carried interest income on an assumed liquidation basis at each reporting date will no longer be permitted. The Company expects the recognition of carried interest income from incentive fees, which are a form of variable consideration, to be deferred until such fees are probable to not be significantly reversed. Incentive fees are carried interest income that is not a capital allocation to the general partner or investment manager.

Carried interest income that is a capital allocation to the general partner or investment manager, represents the remaining portion of carried interest income on the Company’s consolidated statements of operations. The determination of which carried interests are considered capital allocations is primarily based on the terms of the agreement. In connection with the adoption of the new revenue guidance, the Company will apply a new accounting policy for its carried interest income that is a capital allocation to the general partner or investment manager. The Company intends to account for such carried interest income as a financial instrument under the equity method of accounting. The pattern and amount of recognition under the new policy is not expected to differ materially from the Company’s existing recognition for such fees. Such carried interest income will be reported as a separate line item within revenue (i.e., separate from incentive fees). As capital allocation related carried interest income and the related general partner investment are considered to be a single unit of account under the Company’s new accounting policy, the equity method income associated with the general partner interests will be combined with the associated carried interest income and reported in a single line within revenue.

The Company is currently in the process of implementing the new revenue guidance and is continuing to evaluate the effect this guidance will have on other revenue streams, including management fees and advisory and transaction fees, as well as any principal versus agent considerations for reporting revenue gross versus net. The Company will adopt the new revenue recognition guidance effective January 1, 2018.

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 expects its total assets and total liabilities on its condensed consolidated statements of financial condition to increase upon adoption of this guidance as a result of recording a lease asset and lease liability related to our operating leases. The Company is continuing to evaluate the impact that this guidance will have on its condensed consolidated financial statements. The Company expects to adopt the new leasing guidance on January 1, 2019.

In March 2016, the FASB issued amended guidance on stock compensation. The amendments are intended to simplify several aspects of the accounting for share-based payment transactions, including the accounting for excess tax benefits, forfeitures, and cash flows. The amended guidance requires that all excess tax benefits and deficiencies related to share-based payment transactions be recognized through the income tax provision (benefit) in the condensed consolidated statement of operations. Further, the amended guidance permits an entity to make an accounting policy election either to estimate the number of forfeitures expected to occur or to account for forfeitures when they occur. The amended guidance also requires excess tax benefits related to share-based payment transactions to be presented as operating activities and employee taxes paid to be presented as financing activities in the condensed consolidated statement of cash flows. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the guidance during the first quarter of 2017.

Amendments relating to the recognition of excess tax benefits in the condensed consolidated statements of operations and impacts to the condensed consolidated statements of cash flows have been applied prospectively, with the exception of a $22.9 million cumulative effect adjustment, as of January 1, 2017, to deferred tax assets with a corresponding decrease to accumulated deficit relating to previously unrecognized excess tax benefits.

For forfeitures, the Company made an accounting policy election to no longer estimate forfeitures in determining the number of equity-based awards that are expected to vest. Under the Company’s new policy, forfeitures are accounted for when they occur. Any adjustments have been reflected prospectively as of January 1, 2017.

In August 2016, the FASB issued guidance intended to reduce diversity in practice in how certain cash receipts and payments are classified in the statements of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company early adopted the guidance during the first quarter of 2017. Adoption of this guidance did not have an impact on the Company’s condensed consolidated financial statements.

In October 2016, the FASB issued guidance that amends the consolidation guidance issued in February 2015. Under the amended guidance a decision maker will need to consider only its proportionate indirect interest in a VIE that is held through a related party under common control. Under the originally issued guidance, a decision maker treats the interest of the related party under common control in the VIE as if the decision maker held the interest itself. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The Company adopted the guidance during the first quarter of 2017. Adoption of this guidance did not have an impact on the Company’s condensed consolidated financial statements.

In November 2016, the FASB issued guidance to reduce diversity in practice in the classification and presentation of changes in restricted cash on the statements of cash flows. The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Entities will also be required to reconcile such total to amounts on the Company’s condensed consolidated statements of financial condition and disclose the nature of the restrictions. The guidance is effective for interim and annual periods beginning after December 15, 2017. 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)

6 Months Ended

Jun. 30, 2017

Equity Method Investments and Joint Ventures [Abstract]

Summary of investments

The following table represents Apollo’s investments:

	As of June 30, 2017		As of December 31, 2016
Investments, at fair value	$	772,388	$	708,080
Equity method investments	804,451		786,664
Total Investments	$	1,576,839	$	1,494,744

Net Gains from Investment Activities

The following table presents the realized and net change in unrealized gains on investments, at fair value for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2017			2016		2017			2016
Realized gains (losses) on sales of investments	$	(148	)	$	190	$	(148	)	$	(97	)
Net change in unrealized gains (losses) due to changes in fair value(1)	(365		)	88,820		34,152			32,638
Net gains (losses) from investment activities	$	(513	)	$	89,010	$	34,004		$	32,541

(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 June 30, 2017 and December 31, 2016 consisted of the following:

	Equity Held as of
	June 30, 2017		(5)	December 31, 2016		(5)
Private Equity(1)(2)	$	438,986		$	428,581
Credit(1)(3)	334,319			327,012
Real Assets	31,146			31,071
Total equity method investments(4)	$	804,451		$	786,664

(1) As of June 30, 2017, equity method investments include Fund VIII (Private Equity) and MidCap (Credit) of $294.7 million and $80.0 million, respectively, representing an ownership percentage of 2.2% and 4.3%, respectively. As of December 31, 2016, equity method investments include Fund VIII (Private Equity) and MidCap (Credit) of $260.9 million and $79.5 million, respectively, representing an ownership percentage of 2.2% and 4.3%, respectively.

(2) The equity method investment in AP Alternative Assets, L.P. (“AAA”) was $47.5 million and $66.8 million as of June 30, 2017 and December 31, 2016, respectively. The value of the Company’s investment in AAA was $48.2 million and $64.9 million based on the quoted market price as of June 30, 2017 and December 31, 2016, respectively.

(3) The equity method investment in AINV was $56.7 million and $58.6 million as of June 30, 2017 and December 31, 2016, respectively. The value of the Company’s investment in AINV was $56.8 million and $52.1 million based on the quoted market price as of June 30, 2017 and December 31, 2016, respectively.

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

(5) Some amounts are included a quarter in arrears.

As of June 30, 2017 and for the three and six months endedJune 30, 2017, no equity method investment held by Apollo met the significance criteria as defined by the SEC. Although the following disclosure is not required by the significance criteria for the three and six months endedJune 30, 2017, the Company chose to continue to include this information as it was disclosed in its 2016 Annual Report. The following table presents summarized financial information of Athene Holding for the three and six months endedJune 30, 2017 and 2016.

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2017		(1)	2016		2017		(1)	2016
	(in millions)
Statements of Operations
Revenues	$	1,619		$	1,045	$	2,685		$	1,767
Expenses	1,213			837		1,894			1,474
Income before income tax provision	406			208		791			293
Income tax provision	22			15		43			15
Net income available to Athene common shareholders	$	384		$	193	$	748		$	278

(1) The financial statement information for the three and six months endedJune 30, 2017 is presented a quarter in arrears and is comprised of the financial information for the three and six months endedMarch 31, 2017, which represents the latest available financial information as of the date of this report.

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VARIABLE INTEREST ENTITIES (Tables)

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Gain Loss On Investments Of Variable Interest Entities

The following table presents net gains from investment activities of the consolidated VIEs for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2017			(1)	2016			(1)	2017			(1)	2016			(1)
Net gains (losses) from investment activities	$	7,526			$	1,997			$	9,516			$	(2,125	)
Net gains (losses) from debt	3,567				(7,871		)		2,684				(1,437		)
Interest and other income	8,621				12,956				16,443				23,509
Interest and other expenses	(13,582		)		(6,384		)		(18,403		)		(17,930		)
Net gains from investment activities of consolidated variable interest entities	$	6,132			$	698			$	10,240			$	2,017

(1) Amounts reflect consolidation eliminations.

Principal Provisions of Debt

The following table summarizes the principal provisions of the debt of the consolidated VIEs as of June 30, 2017 and December 31, 2016:

	As of June 30, 2017						As of December 31, 2016
	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)	$	769,567	1.69	%		12.7	$	704,976	1.83	%		12.3
Subordinated Notes(2)(3)	95,358		N/A		(1)	22.9	87,794		N/A		(1)	19.2
Secured Borrowings(4)	30,101		2.83	%		9.8	—		N/A			N/A
Total	$	895,026					$	792,770

(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, Subordinated Notes and Secured Borrowings as of June 30, 2017 and December 31, 2016 was $884.8 million and $786.5 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 June 30, 2017 and December 31, 2016, the fair value of the assets of the consolidated VIEs was $1,150.1 million and $1,001.8 million, respectively. This collateral consisted of cash and cash equivalents, investments, at fair value, and other assets.

(4) Secured borrowings consist of a consolidated VIE’s repurchase to maturity with a third party lender. The fair value of the secured borrowings as of June 30, 2017 was $30.1 million.

Carrying Amounts of Assets and Liabilities

The following table presents the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary as of June 30, 2017 and December 31, 2016. In addition, the table presents the maximum exposure to losses relating to these VIEs.

	As of June 30, 2017		As of December 31, 2016
Assets:
Cash	$	303,141	$	231,922
Investments	6,963,482		7,253,872
Receivables	49,230		37,541
Total Assets	$	7,315,853	$	7,523,335
Liabilities:
Debt and other payables	$	2,985,760	$	2,818,459
Total Liabilities	$	2,985,760	$	2,818,459
Apollo Exposure(1)	$	272,637	$	272,191

(1) Represents Apollo’s direct 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 $3.1 billion and $2.9 billion as of June 30, 2017 and December 31, 2016, respectively, as discussed in note 14.

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2017

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 June 30, 2017 and December 31, 2016:

	As of June 30, 2017
	Level I(1)		Level II(1)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of consolidated Apollo funds	$	1,270	$	230	$	624	$	2,124		$	2,150
Other investments	—		—		53,098		53,098			52,389
Investment in Athene Holding(2)	—		717,166		—		717,166			387,526
Total investments, at fair value	1,270		717,396		53,722		772,388		(7)	$	442,065
Investments of VIEs, at fair value(3)	—		873,147		170,666		1,043,813
Investments of VIEs, valued using NAV	—		—		—		5,716
Total investments of VIEs, at fair value	—		873,147		170,666		1,049,529
Derivative assets	—		555		—		555
Total Assets	$	1,270	$	1,591,098	$	224,388	$	1,822,472
Liabilities
Liabilities of consolidated Apollo funds	$	21	$	603	$	—	$	624
Liabilities of VIEs, at fair value(3)(5)	—		884,761		12,007		896,768
Contingent consideration obligations(6)	—		—		86,900		86,900
Derivative liabilities(4)	—		1,081		—		1,081
Total Liabilities	$	21	$	886,445	$	98,907	$	985,373

	As of December 31, 2016
	Level I(1)		Level II(1)		Level III		Total			Cost of Investments, at Fair Value
Assets
Investments, at fair value:
Investments of consolidated Apollo funds	$	3,336	$	1,475	$	567	$	5,378		$	5,463
Other investments	—		—		45,154		45,154			47,690
Investment in Athene Holding(2)	—		657,548		—		657,548			387,526
Total investments, at fair value	3,336		659,023		45,721		708,080		(7)	$	440,679
Investments of VIEs, at fair value(3)	—		816,167		92,474		908,641
Investments of VIEs, valued using NAV	—		—		—		5,186
Total investments of VIEs, at fair value	—		816,167		92,474		913,827
Derivative assets	—		1,360		—		1,360
Total Assets	$	3,336	$	1,476,550	$	138,195	$	1,623,267
Liabilities
Liabilities of VIEs, at fair value(3)(5)	$	—	$	786,545	$	11,055	$	797,600
Contingent consideration obligations(6)	—		—		106,282		106,282
Derivative liabilities(4)	—		1,167		—		1,167
Total Liabilities	$	—	$	787,712	$	117,337	$	905,049

(1) All Level I and Level II assets and liabilities were valued using third party pricing, with the exception of the investment in Athene Holding.

(2) See note 13 for further disclosure regarding the investment in Athene Holding.

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

(4) Derivative liabilities are presented as a component of Other liabilities in the condensed consolidated statements of financial condition.

(5) As of June 30, 2017, liabilities of VIEs, at fair value included debt and other liabilities of $884.8 million and $12.0 million, respectively. As of December 31, 2016, liabilities of VIEs, at fair value included debt and other liabilities of $786.5 million and $11.1 million, respectively. Other liabilities include contingent obligations classified as Level III.

(6) See note 14 for further disclosure regarding contingent consideration obligations.

(7) 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.

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 June 30, 2017 and 2016:

	For the Three Months Ended June 30, 2017
	Investments of Consolidated Apollo Funds			Other Investments			Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	643		$	45,599		$	137,344		$	183,586
Purchases	—			4,699			42,791			47,490
Sales of investments/distributions	(8		)	—			(20,713		)	(20,721		)
Net realized gains	—			—			138			138
Changes in net unrealized gains (losses)	(11		)	(313		)	4,807			4,483
Cumulative translation adjustment	—			3,113			6,299			9,412
Transfer into Level III	—			—			—			—
Transfer out of Level III	—			—			—			—
Balance, End of Period	$	624		$	53,098		$	170,666		$	224,388
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date	$	(12	)	$	(313	)	$	—		$	(325	)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			5,013			5,013

	For the Three Months Ended June 30, 2016
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding		Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	1,149		$	25,793		$	453,620	$	101,969		$	582,531
Purchases	1,146			19,599			—		46,618			67,363
Sale of investments/Distributions	(59		)	—			—		(32,783		)	(32,842		)
Net realized gains (losses)	—			—			—		1,017			1,017
Changes in net unrealized gains (losses)	112			(1,530		)	88,817		(284		)	87,115
Cumulative translation adjustment	—			891			—		(2,086		)	(1,195		)
Transfer into Level III(1)	505			—			—		11,062			11,567
Transfer out of Level III(1)	—			—			—		(12,823		)	(12,823		)
Balance, End of Period	$	2,853		$	44,753		$	542,437	$	112,690		$	702,733
Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date	$	42		$	(1,530	)	$	88,817	$	—		$	87,329
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			—		609			609

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

The following tables summarize the changes in fair value in financial assets measured at fair value for which Level III inputs have been used to determine fair value for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30, 2017
	Investments of Consolidated Apollo Funds			Other Investments			Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	567		$	45,154		$	92,474		$	138,195
Purchases	—			4,699			86,240			90,939
Sale of investments/Distributions	(8		)	—			(32,801		)	(32,809		)
Net realized gains (losses)	(14		)	—			186			172
Changes in net unrealized gains (losses)	19			(404		)	7,809			7,424
Cumulative translation adjustment	—			3,649			7,189			10,838
Transfer into Level III(1)	60			—			9,569			9,629
Transfer out of Level III(1)	—			—			—			—
Balance, End of Period	$	624		$	53,098		$	170,666		$	224,388
Change in net unrealized gains (losses) included in net gains from investment activities related to investments still held at reporting date	$	5		$	(404	)	$	—		$	(399	)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			7,914			7,914

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

	For the Six Months Ended June 30, 2016
	Investments of Consolidated Apollo Funds			Other Investments			Investment in Athene Holding		Investments of Consolidated VIEs			Total
Balance, Beginning of Period	$	1,634		$	434		$	510,099	$	100,941		$	613,108
Purchases	1,642			44,196			—		49,792			95,630
Sale of investments/Distributions	(702		)	—			—		(43,292		)	(43,994		)
Net realized gains (losses)	(111		)	—			—		3,046			2,935
Changes in net unrealized gains (losses)	117			(411		)	32,338		(2,414		)	29,630
Cumulative translation adjustment	—			534			—		1,465			1,999
Transfer into Level III(1)	1,495			—			—		21,418			22,913
Transfer out of Level III(1)	(1,222		)	—			—		(18,266		)	(19,488		)
Balance, End of Period	$	2,853		$	44,753		$	542,437	$	112,690		$	702,733
Change in net unrealized gains (losses) included in net gains from investment activities related to investments still held at reporting date	$	(13	)	$	(411	)	$	32,338	$	—		$	31,914
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date	—			—			—		659			659

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

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 June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017											2016
	Liabilities of Consolidated Apollo Funds			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total
Balance, Beginning of Period	$	35		$	11,192	$	87,663		$	98,890		$	10,862	$	74,059		$	84,921
Payments/Extinguishment	(35		)	—		(1,865		)	(1,900		)	—		(5,580		)	(5,580		)
Net realized gains	(1		)	—		—			(1		)	—		—			—
Changes in net unrealized losses(1)	1			815		1,102			1,918			809		2,488			3,297
Balance, End of Period	$	—		$	12,007	$	86,900		$	98,907		$	11,671	$	70,967		$	82,638
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date	$	—		$	815	$	—		$	815		$	809	$	—		$	809

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

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 six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017											2016
	Liabilities of Consolidated Apollo Funds			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total			Liabilities of Consolidated VIEs		Contingent Consideration Obligations			Total
Balance, Beginning of Period	$	—		$	11,055	$	106,282		$	117,337		$	11,411	$	79,579		$	90,990
Additions	97			—		—			97			—		—			—
Payments/Extinguishment	(94		)	—		(16,821		)	(16,915		)	—		(6,987		)	(6,987		)
Net realized gains	(10		)	—		—			(10		)	—		—			—
Changes in net unrealized (gains) losses(1)	7			952		(2,561		)	(1,602		)	260		(1,625		)	(1,365		)
Balance, End of Period	$	—		$	12,007	$	86,900		$	98,907		$	11,671	$	70,967		$	82,638
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date	$	—		$	952	$	—		$	952		$	260	$	—		$	260

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

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 June 30, 2017 and December 31, 2016:

	As of June 30, 2017
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of consolidated Apollo funds	$	624	Third party pricing(1)	N/A	N/A	N/A
Investments in other	53,098		Third party pricing(1)	N/A	N/A	N/A
Investments of consolidated VIEs:
Bank debt term loans	4,839		Third party pricing(1)	N/A	N/A	N/A
Corporate loans/bonds/CLO notes	50,985		Third party pricing(1)	N/A	N/A	N/A
Equity securities	114,842		Book value multiple	Book value multiple	0.80x	0.80x
			Discounted cash flow	Discount rate	14.2%	14.2%
Total investments of consolidated VIEs	170,666
Total Financial Assets	$	224,388
Financial Liabilities
Liabilities of consolidated VIEs	12,007		Other	N/A	N/A	N/A
Contingent consideration obligation	86,900		Discounted cash flow	Discount rate	17.5%	17.5%
Total Financial Liabilities	$	98,907

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

	As of December 31, 2016
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average
Financial Assets
Investments of consolidated Apollo funds	$	567	Third party pricing(1)	N/A	N/A	N/A
Investments in other	45,154		Third party pricing(1)	N/A	N/A	N/A
Investments of consolidated VIEs:
Bank debt term loans	4,701		Third party pricing(1)	N/A	N/A	N/A
Corporate loans/bonds/CLO notes	15,496		Third party pricing(1)	N/A	N/A	N/A
Equity securities	72,277		Transaction	N/A	N/A	N/A
Total investments of consolidated VIEs	92,474
Total Financial Assets	$	138,195
Financial Liabilities
Liabilities of consolidated VIEs	$	11,055	Other	N/A	N/A	N/A
Contingent consideration obligation	106,282		Discounted cash flow	Discount rate	13.0% - 17.3%	17.2%
Total Financial Liabilities	$	117,337

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

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CARRIED INTEREST RECEIVABLE (Tables)

6 Months Ended

Jun. 30, 2017

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 assets funds consisted of the following:

	As of June 30, 2017		As of December 31, 2016
Private Equity	$	816,365	$	798,465
Credit	417,895		426,114
Real Assets	36,051		32,526
Total carried interest receivable	$	1,270,311	$	1,257,105

Carried Interest Receivable Balance

The table below provides a roll-forward of the carried interest receivable balance for the six months endedJune 30, 2017:

	Private Equity			Credit			Real Assets			Total
Carried interest receivable, January 1, 2017	$	798,465		$	426,114		$	32,526		$	1,257,105
Change in fair value of funds	323,832			120,896			8,769			453,497
Fund distributions to the Company	(305,932		)	(129,115		)	(5,244		)	(440,291		)
Carried interest receivable, June 30, 2017	$	816,365		$	417,895		$	36,051		$	1,270,311

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PROFIT SHARING PAYABLE (Tables)

6 Months Ended

Jun. 30, 2017

Profit Sharing Payable [Abstract]

Summary of Profit Sharing From Private Equity, Credit, and Real Estate Funds

Profit sharing payable consisted of the following:

	As of June 30, 2017		As of December 31, 2016
Private Equity	$	305,137	$	268,170
Credit	261,324		268,855
Real Assets	15,393		13,123
Total profit sharing payable	$	581,854	$	550,148

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 six months endedJune 30, 2017:

	Private Equity			Credit			Real Assets			Total
Profit sharing payable, January 1, 2017	$	268,170		$	268,855		$	13,123		$	550,148
Profit sharing expense(1)(2)	141,430			48,865			4,856			195,151
Payments/other	(104,463		)	(56,396		)	(2,586		)	(163,445		)
Profit sharing payable, June 30, 2017	$	305,137		$	261,324		$	15,393		$	581,854

(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 14 for further disclosure regarding the contingent consideration obligations.

(2) The Company has recorded a receivable from the Contributing Partners, certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated in the amount of $32.1 million and $39.3 million as of June 30, 2017 and December 31, 2016, respectively. Profit sharing expense excludes the potential return of these profit sharing distributions. See note 13 for further discussion regarding the potential return of profit sharing distributions

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INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2017

Income Tax Disclosure [Abstract]

Change in Deferred Tax Assets and Deferred Tax Liabilities

The table below presents the impact to the deferred tax asset, tax receivable agreement liability and additional paid in capital related to the exchange of AOG Units for Class A shares during the six months endedJune 30, 2017 and 2016.

Exchange of AOG Units for Class A shares	Increase in Deferred Tax Asset		Increase in Tax Receivable Agreement Liability		Increase to Additional Paid In Capital
For the Six Months Ended June 30, 2017	$	39,298	$	29,839	$	9,459
For the Six Months Ended June 30, 2016	$	1,197	$	1,006	$	191

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DEBT (Tables)

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Schedule of Interest Expense

The following table presents the interest expense incurred related to the Company’s debt for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
Interest Expense:(1)
2013 AMH Term Facility	$	2,047	$	2,249	$	3,959	$	4,712
2024 Senior Notes	5,163		5,163		10,326		10,326
2026 Senior Notes	5,628		2,114		11,256		2,114
AMI Term Facilities	357		274		653		521
Total Interest Expense	$	13,195	$	9,800	$	26,194	$	17,673

(1) Debt issuance costs incurred in connection with the Term Facility, the 2024 Senior Notes and the 2026 Senior Notes are amortized into interest expense over the term of the debt arrangement.

Summary of Debt

Debt consisted of the following:

	As of June 30, 2017							As of December 31, 2016
	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)	$	299,599	$	298,875	(3)	2.22	%	$	299,543	$	298,500	(3)	1.82	%
2024 Senior Notes(1)	495,533		509,131		(4)	4.00		495,208		498,336		(4)	4.00
2026 Senior Notes(1)	495,422		517,534		(4)	4.40		495,165		497,923		(4)	4.40
2014 AMI Term Facility I(2)	15,666		15,666		(3)	2.00		14,449		14,449		(3)	2.00
2014 AMI Term Facility II(2)	17,710		17,710		(3)	1.75		16,306		16,306		(3)	1.75
2016 AMI Term Facility I(2)	19,390		19,390		(3)	1.75		17,852		17,852		(3)	1.75
2016 AMI Term Facility II(2)	15,124		15,124		(3)	2.00		13,924		13,924		(3)	2.00
Total Debt	$	1,358,444	$	1,393,430				$	1,352,447	$	1,357,290

(1) Includes impact of any amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs, which are presented in the following table:

	As of June 30, 2017		As of December 31, 2016
2013 AMH Credit Facilities - Term Facility	$	401	$	457
2024 Senior Notes	$	3,775	$	4,051
2026 Senior Notes	$	4,186	$	4,420

(2) Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into the following five year credit agreements and proceeds from the borrowings were used to fund the Company’s investment in European CLOs it manages:

Facility	Date	Loan Amount
2014 AMI Term Facility I	July 3, 2014	€	13,711
2014 AMI Term Facility II	December 9, 2014	€	15,500
2016 AMI Term Facility I	January 18, 2016	€	16,970
2016 AMI Term Facility II	June 22, 2016	€	13,236

(3) 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. For instances where broker quotes are not available, a discounted cash flow method is used to obtain a fair value.

(4) Fair value is based on obtained broker quotes 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 PER CLASS A SHARE (Tables)

6 Months Ended

Jun. 30, 2017

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 and six months endedJune 30, 2017 and 2016:

	Basic and Diluted
	For the Three Months Ended June 30,							For the Six Months Ended June 30,
	2017				2016			2017			2016
Numerator:
Net income attributable to Apollo Global Management, LLC Class A Shareholders	$	86,908			$	174,092		$	232,104		$	141,264
Distributions declared on Class A shares(1)	(94,451		)		(46,014		)	(178,666		)	(97,446		)
Distributions on participating securities(2)	(3,295		)		(1,766		)	(6,154		)	(3,889		)
Earnings allocable to participating securities	—			(3)	(4,959		)	(1,760		)	(1,766		)
Undistributed income (loss) attributable to Class A shareholders: Basic and Diluted	$	(10,838	)		$	121,353		$	45,524		$	38,163
Denominator:
Weighted average number of Class A shares outstanding: Basic and Diluted	190,591,756				183,695,920			188,564,562			183,180,625
Net Income per Class A Share: Basic and Diluted(4)
Distributed Income	$	0.49			$	0.25		$	0.94		$	0.53
Undistributed Income (Loss)	(0.05		)		0.66			0.25			0.21
Net Income per Class A Share: Basic and Diluted	$	0.44			$	0.91		$	1.19		$	0.74

(1) See note 12 for information regarding the quarterly distributions declared and paid during 2017 and 2016.

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

(3) No allocation of undistributed losses was made to the participating securities as the holders do not have a contractual obligation to share in the losses of the Company with Class A shareholders.

(4) For the three and six months endedJune 30, 2017 and 2016, all of the classes of securities were determined to be anti-dilutive

Schedule of Weighted Average Number of Shares

The following table summarizes the anti-dilutive securities for the three and six months endedJune 30, 2017 and 2016, respectively.

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2017	2016	2017	2016
Weighted average vested RSUs	224,100	1,333,695	728,892	2,238,242
Weighted average unvested RSUs	6,555,432	6,085,951	6,403,785	6,148,916
Weighted average unexercised options	210,420	222,920	216,670	222,920
Weighted average AOG Units outstanding	211,895,190	216,065,719	213,591,049	216,117,787
Weighted average unvested restricted shares	244,503	90,130	159,432	94,633

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EQUITY-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule or Description of Weighted Average Discount Rate

The following table summarizes the weighted average discounts for Plan Grants and Bonus Grants for the three and six months endedJune 30, 2017 and 2016.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
Plan Grants:
Discount for the lack of distributions until vested(1)	13.5	%	16.0	%	11.2	%	16.0	%
Marketability discount for transfer restrictions(2)	4.7	%	6.1	%	3.3	%	6.1	%
Bonus Grants:
Marketability discount for transfer restrictions(2)	2.3	%	3.5	%	2.3	%	3.5	%

(1) Based on the present value of a growing annuity calculation.

(2) Based on the Finnerty Model calculation.

Schedule or Description of Forfeiture Rate and Compensation Expense

The following table summarizes the management fees, equity-based compensation expense and actual forfeiture rates for the AHL Awards for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Management fees	$	74		$	12,295		$	2,138		$	5,164
Equity-based compensation	$	551		$	12,382		$	3,455		$	5,348
Actual forfeiture rate	—		%	0.1		%	—		%	0.5		%

The following table presents the forfeiture rate and equity-based compensation expense recognized for the three and six months endedJune 30, 2017 and 2016:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Actual forfeiture rate	4.0		%	3.6		%	7.6		%	4.3		%
Equity-based compensation	$	16,670		$	17,773		$	33,701		$	35,840

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

The following table summarizes RSU activity for the six months endedJune 30, 2017:

	Unvested			Weighted  Average Grant Date Fair Value		Vested		Total Number  of RSUs Outstanding
Balance at January 1, 2017	9,391,566			$	15.80	2,752,455		12,144,021		(1)
Granted	1,085,468			20.42		—		1,085,468
Forfeited	(795,911	)		18.55		—		(795,911	)
Issued	—			18.54		(2,924,913	)	(2,924,913	)
Vested	(587,676	)		16.94		587,676		—
Balance at June 30, 2017	9,093,447		(2)	$	16.04	415,218		9,508,665		(1)

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

(2) RSUs were expected to vest over the weighted average period of 2.3 years.

Schedule of Share-based Compensation, Activity

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30, 2017
	Total Amount		Non- Controlling Interest % in Apollo Operating Group		Allocated to Non-Controlling Interest in Apollo Operating Group(1)			Allocated to Apollo Global Management, LLC
RSUs, share options and restricted share awards	$	36,709	—	%	$	—		$	36,709
AHL Awards	3,455		52.1		1,800			1,655
Other equity-based compensation awards	5,683		52.1		2,961			2,722
Total equity-based compensation	$	45,847			4,761			41,086
Less other equity-based compensation awards(2)					(4,761		)	(5,980		)
Capital increase related to equity-based compensation					$	—		$	35,106

	For the Six Months Ended June 30, 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, share options and restricted share awards	$	37,628	—	%	$	—		$	37,628
AHL Awards	5,348		54.0		2,888			2,460
Other equity-based compensation awards	5,064		54.0		2,735			2,329
Total equity-based compensation	$	48,040			5,623			42,417
Less other equity-based compensation awards(2)					(5,623		)	(5,710		)
Capital increase related to equity-based compensation					$	—		$	36,707

(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 and distributions related to forfeited RSUs.

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EQUITY (Tables)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The table below summarizes the reduction of Class A shares to be issued to employees in connection with net share settlements under the 2007 Equity Plan and issuances of Class A shares in settlement of vested RSUs and share options for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017		2016
Reduction of Class A shares issued(1)	1,067,648		2,090,121
Class A shares issued	1,864,001		3,810,973
Gross value of shares(2)	$	66,402	$	82,801

(1) Cash paid for net share settlement was $24.3 million and $29.6 million for the six months endedJune 30, 2017 and 2016, respectively.

(2) Based on the closing price of a Class A share at the time of issuance.

Schedule of 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 2017 and 2016 (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 3, 2016	$	0.28	February 29, 2016	$	51.4	$	60.5	$	111.9	$	2.1
May 6, 2016	0.25		May 31, 2016	46.0		54.0		100.0		1.8
August 3, 2016	0.37		August 31, 2016	68.4		79.9		148.3		2.4
October 28, 2016	0.35		November 30, 2016	64.9		75.4		140.3		2.1
For the year ended December 31, 2016	$	1.25		$	230.7	$	269.8	$	500.5	$	8.4
February 3, 2017	$	0.45	February 28, 2017	$	84.2	$	97.0	$	181.2	$	2.9
April 13, 2017(1)	—		April 13, 2017	—		20.5		20.5		—
April 28, 2017	0.49		May 31, 2017	94.5		102.9		197.4		3.3
For the six months ended June 30, 2017	$	0.94		$	178.7	$	220.4	$	399.1	$	6.2

(1) On April 13, 2017, the Company made a $0.10 per AOG Unit pro rata distribution to the Non-Controlling Interest holders in the Apollo Operating Group in connection with a payment made under the tax receivable agreement. See note 13 for more information regarding the tax receivable agreement.

Net Income Loss Attributable To Non-Controlling Interests Table

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 June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016
Net income attributable to Non-Controlling Interests in consolidated entities:
Interest in management companies and a co-investment vehicle(1)	$	760		$	2,462		$	1,627		$	4,544
Other consolidated entities	3,775			(384		)	6,292			(431		)
Net income attributable to Non-Controlling Interests in consolidated entities	$	4,535		$	2,078		$	7,919		$	4,113
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
Net income	$	192,942		$	415,803		$	547,972		$	341,242
Net income attributable to Non-Controlling Interests in consolidated entities	(4,535		)	(2,078		)	(7,919		)	(4,113		)
Net income after Non-Controlling Interests in consolidated entities	188,407			413,725			540,053			337,129
Adjustments:
Income tax provision (benefit)(2)	(777		)	37,988			38,384			32,841
NYC UBT and foreign tax benefit(3)	976			(8,247		)	(4,419		)	(7,296		)
Net (income) loss in non-Apollo Operating Group entities	—			(1		)	2			19
Net income attributable to Preferred Shareholders	(4,772		)	—			(4,772		)	—
Total adjustments	(4,573		)	29,740			29,195			25,564
Net income after adjustments	183,834			443,465			569,248			362,693
Weighted average ownership percentage of Apollo Operating Group	52.6		%	54.0		%	53.1		%	54.1		%
Net income attributable to Non-Controlling Interests in Apollo Operating Group	$	96,727		$	239,633		$	303,177		$	195,865
Net Income attributable to Non-Controlling Interests	$	101,262		$	241,711		$	311,096		$	199,978
Other comprehensive income (loss) attributable to Non-Controlling Interests	2,314			(1,717		)	3,189			917
Comprehensive Income Attributable to Non-Controlling Interests	$	103,576		$	239,994		$	314,285		$	200,895

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

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

(3) Reflects 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.

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES (Tables)

6 Months Ended

Jun. 30, 2017

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

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

	As of June 30, 2017		As of December 31, 2016
Due from Related Parties:
Due from private equity funds	$	33,182	$	19,089
Due from portfolio companies	44,354		34,339
Due from credit funds	130,572		112,516
Due from Contributing Partners, employees and former employees	51,500		72,305
Due from real assets funds	22,894		16,604
Total Due from Related Parties	$	282,502	$	254,853
Due to Related Parties:
Due to Managing Partners and Contributing Partners	$	518,486	$	506,542
Due to private equity funds	25,640		56,880
Due to credit funds	68,364		66,859
Due to real assets funds	282		281
Distributions payable to employees	—		7,564
Total Due to Related Parties	$	612,772	$	638,126

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Summary of Approximate Aggregate Minimum Future Payments Required for Operating Leases

As of June 30, 2017, the approximate aggregate minimum future payments required for operating leases were as follows:

	Remaining 2017		2018		2019		2020		2021		Thereafter		Total
Aggregate minimum future payments	$	17,101	$	31,347	$	30,400	$	13,664	$	4,757	$	6,955	$	104,224

Summary of Fixed and Determinable Payments

As of June 30, 2017, fixed and determinable payments due in connection with these obligations were as follows:

	Remaining 2017		2018		2019		2020		2021		Thereafter		Total
Other long-term obligations	$	15,833	$	7,777	$	3,506	$	1,936	$	1,936	$	1,603	$	32,591

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SEGMENT REPORTING (Tables)

6 Months Ended

Jun. 30, 2017

Segment Reporting [Abstract]

Schedule of Financial Data for Reportable Segments

The following tables present financial data for Apollo’s reportable segments as of and for the six months endedJune 30, 2017 and 2016. Prior period financial data has been updated to conform to the current presentation.

	As of and for the Six Months Ended June 30, 2017
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	154,673		$	328,198		$	36,090		$	518,961
Advisory and transaction fees from related parties, net	31,074			6,265			1,357			38,696
Carried interest income from related parties:
Unrealized(1)	65,247			33,243			3,530			102,020
Realized	291,958			88,055			5,239			385,252
Total carried interest income from related parties	357,205			121,298			8,769			487,272
Total Revenues(2)	542,952			455,761			46,216			1,044,929
Expenses:
Compensation and benefits:
Salary, bonus and benefits	61,763			114,126			17,392			193,281
Equity-based compensation	14,799			18,330			1,182			34,311
Profit sharing expense:
Unrealized	20,033			15,142			1,964			37,139
Realized	128,389			36,525			2,892			167,806
Realized: Equity-based	462			869			—			1,331
Total profit sharing expense	148,884			52,536			4,856			206,276
Total compensation and benefits	225,446			184,992			23,430			433,868
Non-compensation expenses:
General, administrative and other	33,977			63,850			9,779			107,606
Placement fees	1,475			5,688			—			7,163
Total non-compensation expenses	35,452			69,538			9,779			114,769
Total Expenses(2)	260,898			254,530			33,209			548,637
Other Income (Loss):
Income from equity method investments	42,076			12,339			2,018			56,433
Net gains from investment activities	3,296			30,795			—			34,091
Net interest loss	(8,578		)	(13,006		)	(2,471		)	(24,055		)
Other income, net	18,571			570			303			19,444
Total Other Income (Loss)(2)	55,365			30,698			(150		)	85,913
Non-Controlling Interests	—			(1,493		)	—			(1,493		)
Economic Income(2)	$	337,419		$	230,436		$	12,857		$	580,712
Total Assets(2)	$	2,276,050		$	2,655,434		$	212,255		$	5,143,739

(1) Included in unrealized carried interest income from related parties for the six months endedJune 30, 2017 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 13 for further details regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.

	For the Six Months Ended June 30, 2016
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	151,436		$	293,763		$	27,367		$	472,566
Advisory and transaction fees from related parties, net	61,014			7,446			4,438			72,898
Carried interest income (loss) from related parties:
Unrealized(1)	61,510			59,218			(5,114		)	115,614
Realized	266			85,198			6,439			91,903
Total carried interest income from related parties	61,776			144,416			1,325			207,517
Total Revenues(2)	274,226			445,625			33,130			752,981
Expenses:
Compensation and benefits:
Salary, bonus and benefits	63,638			106,321			16,933			186,892
Equity-based compensation	14,150			16,860			1,432			32,442
Profit sharing expense:
Unrealized	10,169			24,817			(1,832		)	33,154
Realized	132			53,776			4,178			58,086
Total profit sharing expense	10,301			78,593			2,346			91,240
Total compensation and benefits	88,089			201,774			20,711			310,574
Non-compensation expenses:
General, administrative and other	36,282			66,032			11,565			113,879
Placement fees	2,079			1,390			21			3,490
Total non-compensation expenses	38,361			67,422			11,586			117,369
Total Expenses(2)	126,450			269,196			32,297			427,943
Other Income (Loss):
Income from equity method investments	25,927			13,788			1,132			40,847
Net losses from investment activities	2,351			29,648			—			31,999
Net interest loss	(5,680		)	(8,370		)	(1,727		)	(15,777		)
Other income (loss), net	217			(535		)	15			(303		)
Total Other Income (Loss)(2)	22,815			34,531			(580		)	56,766
Non-Controlling Interests	—			(4,560		)	—			(4,560		)
Economic Income(2)	$	170,591		$	206,400		$	253		$	377,244

(1) Included in unrealized carried interest income (losses) from related parties for the six months endedJune 30, 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 13 for further detail regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).

The following tables present financial data for Apollo’s reportable segments as of and for the three months ended June 30, 2017 and 2016. Prior period financial data has been updated to conform to the current presentation.

	As of and for the Three Months Ended June 30, 2017
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	77,275		$	169,856		$	19,777		$	266,908
Advisory and transaction fees from related parties, net	19,302			3,709			618			23,629
Carried interest income (loss) from related parties:
Unrealized(1)	(98,372		)	26,921			926			(70,525		)
Realized	136,497			57,119			5,175			198,791
Total carried interest income from related parties	38,125			84,040			6,101			128,266
Total Revenues(2)	134,702			257,605			26,496			418,803
Expenses:
Compensation and benefits:
Salary, bonus and benefits	30,294			59,244			9,022			98,560
Equity-based compensation	7,704			9,228			634			17,566
Profit sharing expense:
Unrealized	(34,983		)	12,927			(70		)	(22,126		)
Realized	53,137			23,080			2,866			79,083
Realized: Equity-based	462			582			—			1,044
Total profit sharing expense	18,616			36,589			2,796			58,001
Total compensation and benefits	56,614			105,061			12,452			174,127
Non-compensation expenses:
General, administrative and other	16,617			31,760			5,297			53,674
Placement fees	1,341			3,918			—			5,259
Total non-compensation expenses	17,958			35,678			5,297			58,933
Total Expenses(2)	74,572			140,739			17,749			233,060
Other Income (Loss):
Income from equity method investments	10,348			5,856			1,015			17,219
Net losses from investment activities	(100		)	(299		)	—			(399		)
Net interest loss	(4,336		)	(6,484		)	(1,247		)	(12,067		)
Other income (loss), net	781			(241		)	240			780
Total Other Income (Loss)(2)	6,693			(1,168		)	8			5,533
Non-Controlling Interests	—			(559		)	—			(559		)
Economic Income(2)	$	66,823		$	115,139		$	8,755		$	190,717
Total Assets(2)	$	2,276,050		$	2,655,434		$	212,255		$	5,143,739

(1) Included in unrealized carried interest income from related parties for three months ended June 30, 2017 was a reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income. See note 13 for further details regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.

	For the Three Months Ended June 30, 2016
	Private Equity Segment			Credit Segment			Real Assets Segment			Total Reportable Segments
Revenues:
Management fees from related parties	$	76,518		$	151,252		$	13,863		$	241,633
Advisory and transaction fees from related parties, net	58,301			3,036			3,562			64,899
Carried interest income (loss) from related parties:
Unrealized(1)	207,845			80,397			(1,737		)	286,505
Realized	266			40,046			1,668			41,980
Total carried interest income (loss) from related parties	208,111			120,443			(69		)	328,485
Total Revenues(2)	342,930			274,731			17,356			635,017
Expenses:
Compensation and benefits:
Salary, bonus and benefits	31,564			54,709			8,249			94,522
Equity-based compensation	6,765			8,300			657			15,722
Profit sharing expense:
Unrealized	67,543			33,954			(661		)	100,836
Realized	132			23,215			550			23,897
Total profit sharing expense	67,675			57,169			(111		)	124,733
Total compensation and benefits	106,004			120,178			8,795			234,977
Non-compensation expenses:
General, administrative and other	20,551			35,546			5,421			61,518
Placement fees	1,085			683			21			1,789
Total non-compensation expenses	21,636			36,229			5,442			63,307
Total Expenses(2)	127,640			156,407			14,237			298,284
Other Income (Loss):
Income from equity method investments	31,410			12,940			356			44,706
Net gains from investment activities	6,457			82,041			—			88,498
Net interest loss	(3,252		)	(4,715		)	(919		)	(8,886		)
Other income (loss), net	341			(127		)	44			258
Total Other Income (Loss)(2)	34,956			90,139			(519		)	124,576
Non-Controlling Interests	—			(2,175		)	—			(2,175		)
Economic Income(2)	$	250,246		$	206,288		$	2,600		$	459,134

(1) Included in unrealized carried interest income (losses) from related parties for the three months ended June 30, 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 13 for further detail regarding the general partner obligation.

(2) Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Total Consolidated Revenues	$	1,076,423		$	781,273
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(33,402		)	(33,058		)
Adjustments related to consolidated funds and VIEs(1)	1,908			1,863
Other(1)	—			2,903
Total Reportable Segments Revenues	$	1,044,929		$	752,981

(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 related parties to employees of the Company and certain compensation and administrative related expense reimbursements.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Total Consolidated Expenses	$	610,514		$	485,297
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(33,402		)	(33,292		)
Transaction-related compensation charges(1)	1,134			(2,523		)
Reclassification of interest expenses	(26,194		)	(17,673		)
Amortization of transaction-related intangibles(1)	(3,410		)	(4,396		)
Other(1)	(5		)	530
Total Reportable Segments Expenses	$	548,637		$	427,943

(1) Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.

The following table reconciles total consolidated other income to total other income for Apollo’s reportable segments for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Total Consolidated Other Income	$	120,447		$	78,107
Reclassification of interest expense	(26,194		)	(17,673		)
Adjustments related to consolidated funds and VIEs(1)	(8,206		)	(1,542		)
Other	(134		)	(2,126		)
Total Reportable Segments Other Income	$	85,913		$	56,766

(1) Represents the addition of other income of consolidated funds and VIEs.

The following table presents the reconciliation of income before income tax provision reported in the condensed consolidated statements of operations to Economic Income for the six months endedJune 30, 2017 and 2016:

	For the Six Months Ended June 30,
	2017			2016
Income before income tax provision	$	586,356		$	374,083
Adjustments:
Net income attributable to Non-Controlling Interests in consolidated entities	(7,919		)	(4,113		)
Transaction-related charges, net(1)	2,275			7,274
Total consolidation adjustments and other	(5,644		)	3,161
Economic Income	$	580,712		$	377,244

(1) 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 related parties to employees of the Company.

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Total Consolidated Revenues	$	432,872		$	660,447
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(15,179		)	(28,092		)
Adjustments related to consolidated funds and VIEs(1)	1,110			1,211
Other(1)	—			1,451
Total Reportable Segments Revenues	$	418,803		$	635,017

(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 related parties to employees of the Company and certain compensation and administrative related expense reimbursements.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Total Consolidated Expenses	$	264,526		$	343,398
Equity awards granted by unconsolidated related parties and reimbursable expenses(1)	(15,179		)	(28,209		)
Transaction-related compensation charges(1)	(1,549		)	(4,896		)
Reclassification of interest expenses	(13,195		)	(9,800		)
Amortization of transaction-related intangibles(1)	(1,538		)	(2,346		)
Other(1)	(5		)	137
Total Reportable Segments Expenses	$	233,060		$	298,284

(1) Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.

The following table reconciles total consolidated other income to total other income for Apollo’s reportable segments for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Total Consolidated Other Income	$	23,819		$	136,742
Reclassification of interest expense	(13,195		)	(9,800		)
Adjustments related to consolidated funds and VIEs(1)	(4,890		)	(904		)
Other	(201		)	(1,462		)
Total Reportable Segments Other Income	$	5,533		$	124,576

(1) Represents the addition of other income of consolidated funds and VIEs.

The following table presents the reconciliation of income before income tax (provision) benefit reported in the condensed consolidated statements of operations to Economic Income for the three months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	2017			2016
Income before income tax (provision) benefit	$	192,165		$	453,791
Adjustments:
Net income attributable to Non-Controlling Interests in consolidated entities	(4,535		)	(2,078		)
Transaction-related charges, net(1)	3,087			7,421
Total consolidation adjustments and other	(1,448		)	5,343
Economic Income	$	190,717		$	459,134

(1) 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 related parties to employees of the Company.

Reconciliation of Assets from Segment to Consolidated

The following table presents the reconciliation of Apollo’s total reportable segment assets to total assets as of June 30, 2017 and December 31, 2016:

	As of June 30, 2017		As of December 31, 2016
Total reportable segment assets	$	5,143,739	$	4,694,643
Adjustments(1)	1,078,181		934,910
Total assets	$	6,221,920	$	5,629,553

(1) Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.

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ORGANIZATION (Detail)	6 Months Ended
	Jun. 30, 2017 holding_company Segment	Dec. 31, 2016
Entity Information [Line Items]
Number of segments | Segment	3
Number of holding company | holding_company	6
Economic interest	0.055%	0.055%
Consolidated Entity Excluding Variable Interest Entities (VIE)
Entity Information [Line Items]
Economic interest	47.90%
Subsidiaries
Entity Information [Line Items]
Economic interest	52.10%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Percent of returns (as much as)	20.00%
Percent of eligible employee contributions	50.00%
Percent of the eligible employees’ compensation	3.00%
New Accounting Pronouncement, Early Adoption [Line Items]
Cumulative effect adjustment		$ 22,901
Service period	3 years
Additional Paid in Capital
New Accounting Pronouncement, Early Adoption [Line Items]
Cumulative effect adjustment		$ 22,900

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INVESTMENTS - Apollo's Investments (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Equity Method Investments and Joint Ventures [Abstract]
Investments, at fair value	$ 772,388	$ 708,080
Equity method investments	804,451	786,664
Total Investments	$ 1,576,839	$ 1,494,744

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INVESTMENTS - Net Gains from Investment Activities (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Equity Method Investments and Joint Ventures [Abstract]
Realized gains (losses) on sales of investments	$ (148)	$ 190	$ (148)	$ (97)
Net change in unrealized gains (losses) due to changes in fair value	(365)	88,820	34,152	32,638
Net gains (losses) from investment activities	$ (513)	$ 89,010	$ 34,004	$ 32,541

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INVESTMENTS - Summary of Equity Method Investments (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 804,451	$ 786,664
Private Equity Segment
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	438,986	428,581
Private Equity Segment | Fund Eight Investments
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 294,700	$ 260,900
% of Ownership	2.20%	2.20%
Private Equity Segment | AP Alternative Assets, L.P.
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 47,500	$ 66,800
Value of company's investment	48,200	64,900
Credit Funds
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	334,319	327,012
Credit Funds | Midcap Investments
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 80,000	$ 79,500
% of Ownership	4.30%	4.30%
Credit Funds | Apollo Investment Corporation
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 56,700	$ 58,600
Value of company's investment	56,800	52,100
Real Assets Segment
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 31,146	$ 31,071

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INVESTMENTS - Equity Method Investment Income for Athene Holdings (Details) - Investment in Athene Holding - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Schedule of Equity Method Investments [Line Items]
Revenues	$ 1,619	$ 1,045	$ 2,685	$ 1,767
Expenses	1,213	837	1,894	1,474
Income before income tax provision	406	208	791	293
Income tax provision (benefit)	22	15	43	15
Net income available to Athene common shareholders	$ 384	$ 193	$ 748	$ 278

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VARIABLE INTEREST ENTITIES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of days trade is open with VIE			60 days
Investment in CLO	$ 44,900		$ 44,900		$ 41,300
Net gains from investment activities of consolidated variable interest entities	$ 6,132	$ 698	$ 10,240	$ 2,017

XML

VARIABLE INTEREST ENTITIES - Schedule of Gain Loss On Investments Of Variable Interest Entities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net gains (losses) from investment activities	$ 7,526	$ 1,997	$ 9,516	$ (2,125)
Net gains (losses) from debt	3,567	(7,871)	2,684	(1,437)
Interest and other income	8,621	12,956	16,443	23,509
Interest and other expenses	(13,582)	(6,384)	(18,403)	(17,930)
Net gains from investment activities of consolidated variable interest entities	$ 6,132	$ 698	$ 10,240	$ 2,017

XML

VARIABLE INTEREST ENTITIES - Principal Provisions of Debt (Detail) - Consolidated Variable Interest Entities - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Principal Outstanding	$ 895,026	$ 792,770
Debt, at fair value	884,761	786,545
VIE assets	1,150,100	1,001,800
Senior Secured Notes
Debt Instrument [Line Items]
Principal Outstanding	$ 769,567	$ 704,976
Weighted Average Interest Rate	1.69%	1.83%
Weighted Average Remaining Maturity in Years	12 years 8 months 12 days	12 years 3 months 18 days
Subordinated Notes
Debt Instrument [Line Items]
Principal Outstanding	$ 95,358	$ 87,794
Weighted Average Remaining Maturity in Years	22 years 10 months 24 days	19 years 2 months 12 days
Secured Borrowings
Debt Instrument [Line Items]
Principal Outstanding	$ 30,101	$ 0
Weighted Average Interest Rate	2.83%
Weighted Average Remaining Maturity in Years	9 years 9 months 15 days
Guarantee percent	20.00%
Maximum guarantee exposure	$ 30,100
Amount guaranteed	$ 6,000

XML

VARIABLE INTEREST ENTITIES - Carrying Amounts of Assets and Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Assets:
Investments	$ 1,576,839	$ 1,494,744
Variable Interest Entity, Not Primary Beneficiary
Assets:
Cash	303,141	231,922
Investments	6,963,482	7,253,872
Receivables	49,230	37,541
Total Assets	7,315,853	7,523,335
Liabilities:
Debt and other payables	2,985,760	2,818,459
Total Liabilities	2,985,760	2,818,459
Apollo Exposure	272,637	272,191
Cumulative revenues recognized if existing investments become worthless	$ 3,100,000	$ 2,900,000

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Narrative (Details) - Investment in Athene Holding - Market Approach Valuation Technique - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Market price (in dollars per share)	$ 47.99	$ 49.61
DLOM percent	9.50%	7.90%
Holding period	1 year 5 months 8 days	23 months 9 days
Weighted average price (in dollars per share)	$ 45.82	$ 43.43

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Valuation of Financial Assets and Liabilities by the Fair Value Hierarchy (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Consolidated Variable Interest Entities
Investments, at fair value:
Total investments of VIEs, at fair value	$ 1,049,529	$ 913,827
Total Assets	1,150,100	1,001,800
Liabilities
Liabilities of VIEs, at fair value	884,761	786,545
Fair Value, Measurements, Recurring
Investments, at fair value:
Derivative assets	555	1,360
Total Assets	1,822,472	1,623,267
Liabilities
Derivative liabilities	1,081	1,167
Total Liabilities	985,373	905,049
Fair Value, Measurements, Recurring | Consolidated Variable Interest Entities
Investments, at fair value:
Investments of VIEs, at fair value	1,043,813	908,641
Investments of VIEs, valued using NAV	5,716	5,186
Total investments of VIEs, at fair value	1,049,529	913,827
Liabilities
Liabilities of VIEs, at fair value	896,768	797,600
Fair Value, Measurements, Recurring | Contingent Consideration Obligations
Liabilities
Contingent consideration obligations	86,900	106,282
Fair Value, Measurements, Recurring | Liabilities of Consolidated Apollo Funds
Liabilities
Liabilities of consolidated Apollo funds	624
Fair Value, Measurements, Recurring | Investments held by Apollo Senior Loan Fund
Investments, at fair value:
Total investments of VIEs, at fair value	2,124	5,378
Liabilities
Cost of Investments, at Fair Value	2,150	5,463
Fair Value, Measurements, Recurring | Other Investments
Investments, at fair value:
Total investments of VIEs, at fair value	53,098	45,154
Liabilities
Cost of Investments, at Fair Value	52,389	47,690
Fair Value, Measurements, Recurring | Investment in Athene Holding
Investments, at fair value:
Total investments of VIEs, at fair value	717,166	657,548
Liabilities
Cost of Investments, at Fair Value	387,526	387,526
Fair Value, Measurements, Recurring | Total investments, at fair value
Investments, at fair value:
Total investments of VIEs, at fair value	772,388	708,080
Liabilities
Cost of Investments, at Fair Value	442,065	440,679
Fair Value, Measurements, Recurring | Level I
Investments, at fair value:
Derivative assets	0	0
Total Assets	1,270	3,336
Liabilities
Derivative liabilities	0	0
Total Liabilities	21	0
Fair Value, Measurements, Recurring | Level I | Consolidated Variable Interest Entities
Investments, at fair value:
Investments of VIEs, at fair value	0	0
Investments of VIEs, valued using NAV	0	0
Total investments of VIEs, at fair value	0	0
Liabilities
Liabilities of VIEs, at fair value	0	0
Fair Value, Measurements, Recurring | Level I | Contingent Consideration Obligations
Liabilities
Contingent consideration obligations	0	0
Fair Value, Measurements, Recurring | Level I | Liabilities of Consolidated Apollo Funds
Liabilities
Liabilities of consolidated Apollo funds	21
Fair Value, Measurements, Recurring | Level I | Investments held by Apollo Senior Loan Fund
Investments, at fair value:
Total investments of VIEs, at fair value	1,270	3,336
Fair Value, Measurements, Recurring | Level I | Other Investments
Investments, at fair value:
Total investments of VIEs, at fair value	0	0
Fair Value, Measurements, Recurring | Level I | Investment in Athene Holding
Investments, at fair value:
Total investments of VIEs, at fair value	0	0
Fair Value, Measurements, Recurring | Level I | Total investments, at fair value
Investments, at fair value:
Total investments of VIEs, at fair value	1,270	3,336
Fair Value, Measurements, Recurring | Level II
Investments, at fair value:
Derivative assets	555	1,360
Total Assets	1,591,098	1,476,550
Liabilities
Derivative liabilities	1,081	1,167
Total Liabilities	886,445	787,712
Fair Value, Measurements, Recurring | Level II | Consolidated Variable Interest Entities
Investments, at fair value:
Investments of VIEs, at fair value	873,147	816,167
Investments of VIEs, valued using NAV	0	0
Total investments of VIEs, at fair value	873,147	816,167
Liabilities
Liabilities of VIEs, at fair value	884,761	786,545
Fair Value, Measurements, Recurring | Level II | Contingent Consideration Obligations
Liabilities
Contingent consideration obligations	0	0
Fair Value, Measurements, Recurring | Level II | Liabilities of Consolidated Apollo Funds
Liabilities
Liabilities of consolidated Apollo funds	603
Fair Value, Measurements, Recurring | Level II | Investments held by Apollo Senior Loan Fund
Investments, at fair value:
Total investments of VIEs, at fair value	230	1,475
Fair Value, Measurements, Recurring | Level II | Other Investments
Investments, at fair value:
Total investments of VIEs, at fair value	0	0
Fair Value, Measurements, Recurring | Level II | Investment in Athene Holding
Investments, at fair value:
Total investments of VIEs, at fair value	717,166	657,548
Fair Value, Measurements, Recurring | Level II | Total investments, at fair value
Investments, at fair value:
Total investments of VIEs, at fair value	717,396	659,023
Fair Value, Measurements, Recurring | Level III
Investments, at fair value:
Derivative assets	0	0
Total Assets	224,388	138,195
Liabilities
Derivative liabilities	0	0
Total Liabilities	98,907	117,337
Fair Value, Measurements, Recurring | Level III | Consolidated Variable Interest Entities
Investments, at fair value:
Investments of VIEs, at fair value	170,666	92,474
Investments of VIEs, valued using NAV	0	0
Total investments of VIEs, at fair value	170,666	92,474
Liabilities
Liabilities of VIEs, at fair value	12,007	11,055
Fair Value, Measurements, Recurring | Level III | Contingent Consideration Obligations
Liabilities
Contingent consideration obligations	86,900	106,282
Fair Value, Measurements, Recurring | Level III | Liabilities of Consolidated Apollo Funds
Liabilities
Liabilities of consolidated Apollo funds	0
Fair Value, Measurements, Recurring | Level III | Investments held by Apollo Senior Loan Fund
Investments, at fair value:
Total investments of VIEs, at fair value		567
Fair Value, Measurements, Recurring | Level III | Investments held by Apollo Senior Loan Fund | Third Party Pricing
Investments, at fair value:
Total investments of VIEs, at fair value	624
Fair Value, Measurements, Recurring | Level III | Other Investments
Investments, at fair value:
Total investments of VIEs, at fair value		45,154
Fair Value, Measurements, Recurring | Level III | Other Investments | Third Party Pricing
Investments, at fair value:
Total investments of VIEs, at fair value	53,098
Fair Value, Measurements, Recurring | Level III | Investment in Athene Holding
Investments, at fair value:
Total investments of VIEs, at fair value		0
Fair Value, Measurements, Recurring | Level III | Investment in Athene Holding | Cost Approach Valuation Technique
Investments, at fair value:
Total investments of VIEs, at fair value	0
Fair Value, Measurements, Recurring | Level III | Total investments, at fair value
Investments, at fair value:
Total investments of VIEs, at fair value	$ 53,722	$ 45,721

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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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	$ 183,586	$ 582,531	$ 138,195	$ 613,108
Purchases	47,490	67,363	90,939	95,630
Sales of investments/distributions	(20,721)	(32,842)	(32,809)	(43,994)
Net realized gains	138	1,017	172	2,935
Changes in net unrealized gains (losses)	4,483	87,115	7,424	29,630
Cumulative translation adjustment	9,412	(1,195)	10,838	1,999
Transfer into Level III	0	11,567	9,629	22,913
Transfer out of Level III	0	(12,823)	0	(19,488)
Balance, End of Period	224,388	702,733	224,388	702,733
Gains on investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)	(325)	87,329	(399)	31,914
Unrealized gains (losses)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)			7,914
Consolidated Variable Interest Entities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	137,344	101,969	92,474	100,941
Purchases	42,791	46,618	86,240	49,792
Sales of investments/distributions	(20,713)	(32,783)	(32,801)	(43,292)
Net realized gains	138	1,017	186	3,046
Changes in net unrealized gains (losses)	4,807	(284)	7,809	(2,414)
Cumulative translation adjustment	6,299	(2,086)	7,189	1,465
Transfer into Level III	0	11,062	9,569	21,418
Transfer out of Level III	0	(12,823)	0	(18,266)
Balance, End of Period	170,666	112,690	170,666	112,690
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	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)	5,013	609	7,914	659
Investments held by Apollo Senior Loan Fund
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	643	1,149	567	1,634
Purchases	0	1,146	0	1,642
Sales of investments/distributions	(8)	(59)	(8)	(702)
Net realized gains			(14)	(111)
Changes in net unrealized gains (losses)	(11)	112	19	117
Cumulative translation adjustment	0	0	0	0
Transfer into Level III	0	505	60	1,495
Transfer out of Level III	0			(1,222)
Balance, End of Period	624	2,853	624	2,853
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)	(12)	42	5	(13)
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	0	0	0
Other Investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	45,599	25,793	45,154	434
Purchases	4,699	19,599	4,699	44,196
Sales of investments/distributions	0	0	0	0
Net realized gains	0	0	0	0
Changes in net unrealized gains (losses)	(313)	(1,530)	(404)	(411)
Cumulative translation adjustment	3,113	891	3,649	534
Transfer into Level III	0	0	0	0
Transfer out of Level III	0	0		0
Balance, End of Period	53,098	44,753	53,098	44,753
Other Investments | Gains on investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains (losses)	(313)	(1,530)	(404)	(411)
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	0	0	0
Investment in Athene Holding
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period		453,620		510,099
Purchases		0		0
Sales of investments/distributions		0		0
Net realized gains		0		0
Changes in net unrealized gains (losses)		88,817		32,338
Cumulative translation adjustment		0		0
Transfer into Level III		0		0
Transfer out of Level III		0		0
Balance, End of Period		542,437		542,437
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)		88,817		32,338
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
Third Party Pricing | Investments held by Apollo Senior Loan Fund
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period			567
Transfer out of Level III			0
Third Party Pricing | Other Investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period			45,154
Other Valuation Technique | Other Investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfer out of Level III			$ 0

XML

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Changes in Fair Value in Financial Liabilities (Details) - Level III - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	$ 98,890	$ 84,921	$ 117,337	$ 90,990
Additions	0	0	97	0
Payments/Extinguishment	(1,900)	(5,580)	(16,915)	(6,987)
Net realized gains	(1)	0	(10)	0
Changes in net unrealized (gains) losses	1,918	3,297	(1,602)	(1,365)
Balance, End of Period	98,907	82,638	98,907	82,638
Contingent Consideration Obligations
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	87,663	74,059	106,282	79,579
Additions	0	0	0	0
Payments/Extinguishment	(1,865)	(5,580)	(16,821)	(6,987)
Net realized gains	0	0	0	0
Changes in net unrealized (gains) losses	1,102	2,488	(2,561)	(1,625)
Balance, End of Period	86,900	70,967	86,900	70,967
Unrealized gains (losses)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized (gains) losses	815	809	952	260
Unrealized gains (losses) | Contingent Consideration Obligations
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized (gains) losses	0	0	0	0
Consolidated Variable Interest Entities | Liabilities of Consolidated VIEs
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	11,192	10,862	11,055	11,411
Additions	0	0	0	0
Payments/Extinguishment	0	0	0	0
Net realized gains	0	0	0	0
Changes in net unrealized (gains) losses	815	809	952	260
Balance, End of Period	12,007	11,671	12,007	11,671
Consolidated Variable Interest Entities | Unrealized gains (losses) | Liabilities of Consolidated VIEs
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized (gains) losses	815	$ 809	952	$ 260
Liabilities of Consolidated Apollo Funds | Liabilities of Consolidated VIEs
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	35		0
Additions			97
Payments/Extinguishment	(35)		(94)
Net realized gains	(1)		(10)
Changes in net unrealized (gains) losses	$ 1		$ 7

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Quantitative Inputs and Assumptions used for Financial Assets and Liabilities Categories (Details) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)	Mar. 31, 2017 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Contingent Consideration Obligations | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate		17.50%
Contingent Consideration Obligations | Minimum | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate		13.00%
Contingent Consideration Obligations | Maximum | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate		17.30%
Consolidated Variable Interest Entities
Financial Assets
Investments, at fair value	$ 1,049,529	$ 913,827
Fair Value, Measurements, Recurring | Investments held by Apollo Senior Loan Fund
Financial Assets
Investments, at fair value	2,124	5,378
Fair Value, Measurements, Recurring | Other Investments
Financial Assets
Investments, at fair value	53,098	45,154
Fair Value, Measurements, Recurring | Consolidated Variable Interest Entities
Financial Assets
Investments, at fair value	1,049,529	913,827
Level III
Financial Assets
Assets	224,388	138,195	$ 183,586	$ 702,733	$ 582,531	$ 613,108
Financial Liabilities
Liabilities	98,907	117,337	98,890	82,638	84,921	90,990
Level III | Contingent Consideration Obligations
Financial Liabilities
Liabilities	86,900	106,282	87,663	70,967	74,059	79,579
Level III | Contingent Consideration Obligations | Income Approach Valuation Technique
Financial Liabilities
Liabilities	$ 86,900	$ 106,282
Level III | Contingent Consideration Obligations | Weighted Average | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate	17.50%	17.20%
Level III | Investments held by Apollo Senior Loan Fund
Financial Assets
Assets	$ 624	$ 567	643	2,853	1,149	1,634
Level III | Investments held by Apollo Senior Loan Fund | Third Party Pricing
Financial Assets
Assets		567
Level III | Other Investments
Financial Assets
Assets	53,098	45,154	45,599	44,753	25,793	434
Level III | Other Investments | Third Party Pricing
Financial Assets
Assets		45,154
Level III | Consolidated Variable Interest Entities
Financial Assets
Assets	170,666	92,474	137,344	112,690	101,969	100,941
Level III | Consolidated Variable Interest Entities | Liabilities of consolidated VIEs
Financial Liabilities
Liabilities	12,007	11,055	11,192	$ 11,671	$ 10,862	$ 11,411
Level III | Consolidated Variable Interest Entities | Liabilities of consolidated VIEs | Other Valuation Technique
Financial Liabilities
Liabilities	12,007	11,055
Level III | Consolidated Variable Interest Entities | Bank Debt Term Loans | Third Party Pricing
Financial Assets
Assets	4,839	4,701
Level III | Consolidated Variable Interest Entities | Corporate Loans/Bonds | Third Party Pricing
Financial Assets
Assets	50,985	15,496
Level III | Consolidated Variable Interest Entities | Common Stock | Book Value Multiple
Financial Assets
Assets	$ 114,842
Level III | Consolidated Variable Interest Entities | Common Stock | Income Approach Valuation Technique
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value Inputs, Book Multiple	0.80
Financial Assets
Assets		72,277
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate	14.20%
Level III | Consolidated Variable Interest Entities | Common Stock | Weighted Average | Income Approach Valuation Technique
Fair Value Inputs, Quantitative Information [Abstract]
Discount rate	14.20%
Level III | Fair Value, Measurements, Recurring | Investments held by Apollo Senior Loan Fund
Financial Assets
Investments, at fair value		567
Level III | Fair Value, Measurements, Recurring | Investments held by Apollo Senior Loan Fund | Third Party Pricing
Financial Assets
Investments, at fair value	$ 624
Level III | Fair Value, Measurements, Recurring | Other Investments
Financial Assets
Investments, at fair value		45,154
Level III | Fair Value, Measurements, Recurring | Other Investments | Third Party Pricing
Financial Assets
Investments, at fair value	53,098
Level III | Fair Value, Measurements, Recurring | Consolidated Variable Interest Entities
Financial Assets
Investments, at fair value	$ 170,666	92,474
Liabilities of Consolidated Apollo Funds | Level III | Liabilities of consolidated VIEs
Financial Liabilities
Liabilities		$ 0	$ 35

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CARRIED INTEREST RECEIVABLE - Carried Interest Receivable from Private Equity and Capital Markets Funds (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Receivables [Line Items]
Total carried interest receivable	$ 1,270,311	$ 1,257,105
Private Equity
Receivables [Line Items]
Total carried interest receivable	816,365	798,465
Credit
Receivables [Line Items]
Total carried interest receivable	417,895	426,114
Real Assets
Receivables [Line Items]
Total carried interest receivable	$ 36,051	$ 32,526

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CARRIED INTEREST RECEIVABLE - Carried Interest Receivable Balance (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2017 USD ($)
Carried Interest Receivables [Roll Forward]
Carried interest receivable, beginning balance	$ 1,257,105
Change in fair value of funds	453,497
Fund distributions to the Company	(440,291)
Carried interest receivable, ending balance	1,270,311
Private Equity
Carried Interest Receivables [Roll Forward]
Carried interest receivable, beginning balance	798,465
Change in fair value of funds	323,832
Fund distributions to the Company	(305,932)
Carried interest receivable, ending balance	816,365
Credit
Carried Interest Receivables [Roll Forward]
Carried interest receivable, beginning balance	426,114
Change in fair value of funds	120,896
Fund distributions to the Company	(129,115)
Carried interest receivable, ending balance	417,895
Real Assets
Carried Interest Receivables [Roll Forward]
Carried interest receivable, beginning balance	32,526
Change in fair value of funds	8,769
Fund distributions to the Company	(5,244)
Carried interest receivable, ending balance	$ 36,051

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PROFIT SHARING PAYABLE - Summary of Profit Sharing (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Profit Sharing Payable Summary [Line Items]
Profit sharing payable	$ 581,854	$ 550,148
Private Equity Segment
Profit Sharing Payable Summary [Line Items]
Profit sharing payable	305,137	268,170
Credit
Profit Sharing Payable Summary [Line Items]
Profit sharing payable	261,324	268,855
Real Assets Segment
Profit Sharing Payable Summary [Line Items]
Profit sharing payable	$ 15,393	$ 13,123

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PROFIT SHARING PAYABLE - Rollforward Summary of Profit Sharing (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Profit Sharing Payable Rollforward [Roll Forward]
Beginning balance	$ 550,148
Profit sharing expense	195,151
Payments/other	(163,445)
Ending balance	581,854
Loans due upon liquidation of fund	32,100	$ 39,300
Private Equity Segment
Profit Sharing Payable Rollforward [Roll Forward]
Beginning balance	268,170
Profit sharing expense	141,430
Payments/other	(104,463)
Ending balance	305,137
Credit
Profit Sharing Payable Rollforward [Roll Forward]
Beginning balance	268,855
Profit sharing expense	48,865
Payments/other	(56,396)
Ending balance	261,324
Real Assets Segment
Profit Sharing Payable Rollforward [Roll Forward]
Beginning balance	13,123
Profit sharing expense	4,856
Payments/other	(2,586)
Ending balance	$ 15,393

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INCOME TAXES - Narrative (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)
Income Tax Disclosure [Abstract]
Income tax (provision) benefit	$ 777,000	$ (37,988,000)	$ (38,384,000)	$ (32,841,000)
Effective tax rate	(0.40%)	8.40%	6.50%	8.80%
Unrecognized tax benefits	$ 0		$ 0
Period of recognition for tax intangibles			15 years
Common Class A Shares
Class of Stock [Line Items]
Exchange agreement conversion ratio			1

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INCOME TAXES - Change in Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Income Tax Disclosure [Abstract]
Increase in Deferred Tax Asset	$ 39,298	$ 1,197
Increase in Tax Receivable Agreement Liability	29,839	1,006
Increase to Additional Paid In Capital	$ 9,459	$ 191

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DEBT - Summary of Debt (Detail) € in Thousands, $ in Thousands	Jun. 30, 2017 USD ($)	Jun. 30, 2017 EUR (€)	Dec. 31, 2016 USD ($)
Debt Instrument [Line Items]
Outstanding Balance	$ 1,358,444		$ 1,352,447
Fair Value	1,393,430		1,357,290
2013 AMH Credit Facilities - Term Facility | Line of Credit
Debt Instrument [Line Items]
Outstanding Balance	299,599		299,543
Fair Value	$ 298,875		$ 298,500
Annualized Weighted Average Interest Rate	2.22%	2.22%	1.82%
Unamortized debt issuance cost	$ 401		$ 457
2024 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Outstanding Balance	495,533		495,208
Fair Value	$ 509,131		$ 498,336
Annualized Weighted Average Interest Rate	4.00%	4.00%	4.00%
Unamortized debt issuance cost	$ 3,775		$ 4,051
2026 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Outstanding Balance	495,422		495,165
Fair Value	$ 517,534		$ 497,923
Annualized Weighted Average Interest Rate	4.40%	4.40%	4.40%
Unamortized debt issuance cost	$ 4,186		$ 4,420
2014 AMI Term Facility I | Line of Credit
Debt Instrument [Line Items]
Outstanding Balance	15,666		14,449
Fair Value	$ 15,666		$ 14,449
Annualized Weighted Average Interest Rate	2.00%	2.00%	2.00%
Credit facility borrowing capacity | €		€ 13,711
2014 AMI Term Facility II | Line of Credit
Debt Instrument [Line Items]
Outstanding Balance	$ 17,710		$ 16,306
Fair Value	$ 17,710		$ 16,306
Annualized Weighted Average Interest Rate	1.75%	1.75%	1.75%
Credit facility borrowing capacity | €		€ 15,500
2016 AMI Term Facility I | Line of Credit
Debt Instrument [Line Items]
Outstanding Balance	$ 19,390		$ 17,852
Fair Value	$ 19,390		$ 17,852
Annualized Weighted Average Interest Rate	1.75%	1.75%	1.75%
Credit facility borrowing capacity | €		€ 16,970
2016 AMI Term Facility II | Line of Credit
Debt Instrument [Line Items]
Outstanding Balance	$ 15,124		$ 13,924
Fair Value	$ 15,124		$ 13,924
Annualized Weighted Average Interest Rate	2.00%	2.00%	2.00%
Credit facility borrowing capacity | €		€ 13,236

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DEBT - Narrative (Detail)		6 Months Ended
	Mar. 11, 2016	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)	May 27, 2016 USD ($)	May 30, 2014 USD ($)	Dec. 18, 2013 USD ($)
Debt Instrument [Line Items]
Debt		$ 1,358,444,000		$ 1,352,447,000
Principal payments on debt		0	$ 200,000,000
2013 AMH Credit Facilities - Term Facility
Debt Instrument [Line Items]
Minimum 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
Term Loan held by affiliate | 2013 AMH Credit Facilities - Term Facility
Debt Instrument [Line Items]
Debt							271,700,000
Debt face amount		$ 300,000,000
Debt interest rate		2.39%
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
Extension of debt	2 years
Commitment fee percent		0.125%
Line of Credit | 2013 AMH Credit Facilities - Term Facility
Debt Instrument [Line Items]
Debt		$ 299,599,000		299,543,000
Principal payments on debt		250,000,000
Senior Notes | 2026 Senior Notes
Debt Instrument [Line Items]
Debt		495,422,000		495,165,000
Principal payments on debt		200,000,000
Debt face amount					$ 500,000,000
Debt interest rate					4.40%
Debt issuance price percent					99.912%
Senior Notes | 2024 Senior Notes
Debt Instrument [Line Items]
Debt		$ 495,533,000		$ 495,208,000
Debt face amount						$ 500,000,000
Debt interest rate						4.00%
Debt issuance price percent						99.722%

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DEBT - Debt Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Debt Instrument [Line Items]
Interest expense	$ 13,195	$ 9,800	$ 26,194	$ 17,673
Line of Credit | 2013 AMH Term Facility
Debt Instrument [Line Items]
Interest expense	2,047	2,249	3,959	4,712
Line of Credit | AMI Term Facilities
Debt Instrument [Line Items]
Interest expense	357	274	653	521
Senior Notes | 2024 Senior Notes
Debt Instrument [Line Items]
Interest expense	5,163	5,163	10,326	10,326
Senior Notes | 2026 Senior Notes
Debt Instrument [Line Items]
Interest expense	$ 5,628	$ 2,114	$ 11,256	$ 2,114

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NET INCOME PER CLASS A SHARE - Basic and Diluted Net Income (Loss) Per Class A Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator:
Net income attributable to Apollo Global Management, LLC Class A Shareholders	$ 86,908	$ 174,092	$ 232,104	$ 141,264
Distributions declared on Class A shares	(94,451)	(46,014)	(178,666)	(97,446)
Distributions on participating securities	(3,295)	(1,766)	(6,154)	(3,889)
Earnings allocable to participating securities	0	(4,959)	(1,760)	(1,766)
Undistributed income (loss) attributable to Class A shareholders: Basic and Diluted	$ (10,838)	$ 121,353	$ 45,524	$ 38,163
Denominator:
Weighted average number of Class A shares outstanding: Basic and Diluted (in shares)	190,591,756	183,695,920	188,564,562	183,180,625
Net Income per Class A Share: Basic and Diluted
Distributed Income (in USD per share)	$ 0.49	$ 0.25	$ 0.94	$ 0.53
Undistributed Income (in USD per share)	(0.05)	0.66	0.25	0.21
Net Income per Class A Share: Basic and Diluted (in USD per share)	0.44	0.91		0.74
Earnings Per Share, Basic	$ 0.44	$ 0.91	$ 1.19	$ 0.74

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NET INCOME PER CLASS A SHARE - Weighted Average Shares Issued (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Weighted average vested/unvested RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average vested units (in shares)	224,100	1,333,695	728,892	2,238,242
Weighted average unvested units (in shares)	6,555,432	6,085,951	6,403,785	6,148,916
Weighted average unexercised options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average unexercised options (in shares)	210,420	222,920	216,670	222,920
Weighted average AOG Units outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average unvested units (in shares)	211,895,190	216,065,719	213,591,049	216,117,787
Weighted average unvested restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average unvested units (in shares)	244,503	90,130	159,432	94,633

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NET INCOME PER CLASS A SHARE - Narrative (Detail)	6 Months Ended
	Jun. 30, 2017 USD ($) vote shares	Jun. 30, 2016	Dec. 31, 2016 shares
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
Shares outstanding (in shares)	192,756,044		185,460,294
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
Shares outstanding (in shares)	1		1
Number of votes (in votes) | vote	1
Class B share net income (loss) | $	$ 0
Class B share distribution or liquidation rights (in shares)	0
Class B voting power, percent of voting rights	54.50%	60.80%

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EQUITY-BASED COMPENSATION - Weighted Average Discounts (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
2007 Omnibus Equity Incentive Plan, Plan Grants
Class of Stock [Line Items]
Discount for the lack of distributions until vested	13.50%	16.00%	11.20%	16.00%
Marketability discount for transfer restrictions	4.70%	6.10%	3.30%	6.10%
2007 Omnibus Equity Incentive Plan, Bonus Grants
Class of Stock [Line Items]
Marketability discount for transfer restrictions	2.30%	3.50%	2.30%	3.50%

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EQUITY-BASED COMPENSATION - Schedule or Description of Forfeiture Rate and Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 22,740	$ 34,038	$ 45,847	$ 48,040
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Actual forfeiture rate	4.00%	3.60%	7.60%	4.30%
Equity-based compensation	$ 16,670	$ 17,773	$ 33,701	$ 35,840
Athene Holding | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Actual forfeiture rate	0.00%	0.10%	0.00%	0.50%
Equity-based compensation	$ 551	$ 12,382	$ 3,455	$ 5,348
Management Fees	$ 74	$ 12,295	$ 2,138	$ 5,164

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EQUITY-BASED COMPENSATION - Units and Award Activity (Detail) - RSUs	6 Months Ended
	Jun. 30, 2017 $ / shares shares
Unvested
Beginning balance (in shares)	9,391,566
Granted (in shares)	1,085,468
Forfeited (in shares)	(795,911)
Vested (in shares)	(587,676)
Ending balance (in shares)	9,093,447
Weighted Average Grant Date Fair Value
Beginning of period (in USD per share) | $ / shares	$ 15.80
Granted (in USD per share) | $ / shares	20.42
Forfeited (in USD per share) | $ / shares	18.55
Issued (in USD per share) | $ / shares	18.54
Vested (in USD per share) | $ / shares	16.94
End of period (in USD per share) | $ / shares	$ 16.04
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	12,144,021
Granted (in shares)	1,085,468
Forfeited (in shares)	(795,911)
Issued (in shares)	(2,924,913)
Vested (in shares)	587,676
Ending balance (in shares)	9,508,665
Vesting period	2 years 3 months 4 days
Vested
Unvested
Vested (in shares)	(587,676)
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	2,752,455
Issued (in shares)	(2,924,913)
Vested (in shares)	587,676
Ending balance (in shares)	415,218

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EQUITY-BASED COMPENSATION - Reconciliation of Equity-Based Compensation (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 22,740	$ 34,038	$ 45,847	$ 48,040
Non-Controlling Interests in Apollo Operating Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			4,761	5,623
Less other equity-based compensation awards			(4,761)	(5,623)
Capital increase related to equity-based compensation			0	0
Total Apollo Global Management, LLC Shareholders’ Equity
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			41,086	42,417
Less other equity-based compensation awards			(5,980)	(5,710)
Capital increase related to equity-based compensation			35,106	36,707
RSUs, share options and restricted share awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			$ 36,709	$ 37,628
RSUs, share options and restricted share awards | Non-Controlling Interests in Apollo Operating Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non- Controlling Interest % in Apollo Operating Group			0.00%	0.00%
Equity-based compensation			$ 0	$ 0
RSUs, share options and restricted share awards | Total Apollo Global Management, LLC Shareholders’ Equity
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			36,709	37,628
AHL Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			$ 3,455	$ 5,348
AHL Awards | Non-Controlling Interests in Apollo Operating Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non- Controlling Interest % in Apollo Operating Group			52.10%	54.00%
Equity-based compensation			$ 1,800	$ 2,888
AHL Awards | Total Apollo Global Management, LLC Shareholders’ Equity
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			1,655	2,460
Other equity-based compensation awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			$ 5,683	$ 5,064
Other equity-based compensation awards | Non-Controlling Interests in Apollo Operating Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non- Controlling Interest % in Apollo Operating Group			52.10%	54.00%
Equity-based compensation			$ 2,961	$ 2,735
Other equity-based compensation awards | Total Apollo Global Management, LLC Shareholders’ Equity
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			$ 2,722	$ 2,329

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EQUITY-BASED COMPENSATION - Narrative (Detail) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years 3 months 4 days
Fair value of grants	$ 22.2	$ 2.0
2007 Omnibus Equity Incentive Plan, Plan Grants | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	6 years
2007 Omnibus Equity Incentive Plan, Bonus Grants | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Vesting | 2007 Omnibus Equity Incentive Plan, Plan Grants | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Minimum | Athene Holding | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Maximum | Athene Holding | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	5 years

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EQUITY - Narrative (Details) - USD ($)			3 Months Ended		6 Months Ended
	Apr. 28, 2017	Mar. 07, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Feb. 29, 2016
Class of Stock [Line Items]
Accumulated deficit adjustment amount					$ 24,284,000	$ 29,548,000
Authorized shares for repurchase (up to)								$ 250,000,000
Repurchases and cancelled amount						12,902,000
Number of shares issued (in shares)			11,000,000		11,000,000		0
Issuance of Preferred shares (net of issuance costs)					$ 264,398,000	0
Distribution paid			$ (4,772,000)	$ 0	$ (4,772,000)	$ 0
Common Class A Shares
Class of Stock [Line Items]
Authorized shares for repurchase (up to)								150,000,000
Authorized shares to be repurchased to satisfy obligations (up to)								$ 100,000,000
Repurchase and cancelled (in shares)					0	954,447
Series A Preferred Stock
Class of Stock [Line Items]
Number of shares issued (in shares)		11,000,000
Distribution rate per annum		6.375%
Issuance of Preferred shares (net of issuance costs)		$ 275,000,000
Increase to distribution rate		5.00%
Dividends declared (in dollars per share)	$ 0.433854
Accumulated Deficit
Class of Stock [Line Items]
Accumulated deficit adjustment amount					$ (24,284,000)	$ (29,557,000)
Additional Paid in Capital
Class of Stock [Line Items]
Accumulated deficit adjustment amount						(9,000)
Repurchases and cancelled amount						$ 12,902,000
Equity, Redemption, Period Two | Series A Preferred Stock
Class of Stock [Line Items]
Redemption price (in dollars per share)		$ 25.00
Equity, Redemption, Period One | Series A Preferred Stock
Class of Stock [Line Items]
Redemption price (in dollars per share)		$ 25.25
Required days notice					30 days
Number of days within occurrence					60 days

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EQUITY - Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Class of Stock [Line Items]
Cash paid for settlement	$ 24,300	$ 29,600
RSUs
Class of Stock [Line Items]
Reduction of Class A shares issued (in shares)	1,067,648	2,090,121
Class A shares issued (in shares)	1,864,001	3,810,973
Gross value of shares	$ 66,402	$ 82,801

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EQUITY - Schedule of Distributions (Details) - USD ($) $ / shares in Units, $ in Millions														3 Months Ended		6 Months Ended		12 Months Ended
	May 31, 2017	Apr. 28, 2017	Apr. 13, 2017	Feb. 28, 2017	Feb. 03, 2017	Nov. 30, 2016	Oct. 28, 2016	Aug. 31, 2016	Aug. 03, 2016	May 31, 2016	May 06, 2016	Feb. 29, 2016	Feb. 03, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Class of Stock [Line Items]
Distribution per Class A Share (USD per share)														$ 0.49	$ 0.25	$ 0.94	$ 0.53
Distributions	$ 197.4		$ 20.5	$ 181.2		$ 140.3		$ 148.3		$ 100.0		$ 111.9				$ 399.1		$ 500.5
Distribution made (in dollars per share)			$ 0.10
Common Class A Shares
Class of Stock [Line Items]
Distribution per Class A Share (USD per share)		$ 0.49	$ 0		$ 0.45		$ 0.35		$ 0.37		$ 0.25		$ 0.28			$ 0.94		$ 1.25
Distributions	94.5		$ 0.0	84.2		64.9		68.4		46.0		51.4				$ 178.7		$ 230.7
Participating Security
Class of Stock [Line Items]
Distributions	3.3		0.0	2.9		2.1		2.4		1.8		2.1				6.2		8.4
Noncontrolling Interest
Class of Stock [Line Items]
Distribution to Non-Controlling Interest Holders in the Apollo Operating Group	$ 102.9		$ 20.5	$ 97.0		$ 75.4		$ 79.9		$ 54.0		$ 60.5				$ 220.4		$ 269.8

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EQUITY - Interests in Consolidated Entities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Net income attributable to Non-Controlling Interests in consolidated entities:
Net Income attributable to Non-Controlling Interests	$ (101,262)	$ (241,711)	$ (311,096)	$ (199,978)
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
Net income	192,942	415,803	547,972	341,242
Net income after Non-Controlling Interests in consolidated entities	(91,680)	(174,092)	(236,876)	(141,264)
Adjustments:
Income tax provision	(777)	37,988	38,384	32,841
NYC UBT and foreign tax benefit	976	(8,247)	(4,419)	(7,296)
Net income attributable to Preferred Shareholders	(4,772)	0	(4,772)	0
Total adjustments	(4,573)	29,740	29,195	25,564
Other comprehensive income (loss) attributable to Non-Controlling Interests	2,314	(1,717)	3,189	917
Comprehensive Income Attributable to Non-Controlling Interests	103,576	239,994	314,285	200,895
Interest in management companies and co-investment vehicle
Net income attributable to Non-Controlling Interests in consolidated entities:
Net Income attributable to Non-Controlling Interests	(760)	(2,462)	(1,627)	(4,544)
Other consolidated entities
Net income attributable to Non-Controlling Interests in consolidated entities:
Net Income attributable to Non-Controlling Interests	(3,775)	384	(6,292)	431
Consolidated Entities
Net income attributable to Non-Controlling Interests in consolidated entities:
Net Income attributable to Non-Controlling Interests	(4,535)	(2,078)	(7,919)	(4,113)
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
Net income	183,834	443,465	569,248	362,693
Net income after Non-Controlling Interests in consolidated entities	(188,407)	(413,725)	(540,053)	(337,129)
Apollo Operating Group
Net income attributable to Non-Controlling Interests in consolidated entities:
Net Income attributable to Non-Controlling Interests	(96,727)	(239,633)	(303,177)	(195,865)
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
Net income after Non-Controlling Interests in consolidated entities	$ 0	$ (1)	$ 2	$ 19
Adjustments:
Weighted average ownership percentage of Apollo Operating Group	52.60%	54.00%	53.10%	54.10%

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Due from and Due to Affiliates (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Due from Related Parties:
Due from related parties	$ 282,502	$ 254,853
Due to Related Parties:
Due to related parties	612,772	638,126
Managing Partners
Due to Related Parties:
Due to related parties	518,486	506,542
Private Equity Segment
Due from Related Parties:
Due from related parties	33,182	19,089
Due to Related Parties:
Due to related parties	25,640	56,880
Portfolio companies
Due from Related Parties:
Due from related parties	44,354	34,339
Credit
Due from Related Parties:
Due from related parties	130,572	112,516
Due to Related Parties:
Due to related parties	68,364	66,859
Employees
Due from Related Parties:
Due from related parties	51,500	72,305
Due to Related Parties:
Due to related parties	0	7,564
Real Assets Segment
Due from Related Parties:
Due from related parties	22,894	16,604
Due to Related Parties:
Due to related parties	$ 282	$ 281

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Narrative (Detail) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 15, 2017	Mar. 14, 2017	Apr. 30, 2015	Apr. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Related Party Transaction [Line Items]
Percentage of amount of cash savings							15.00%
Period of payments pursuant to tax receivable agreement							15 years
Payments for tax receivable agreement							$ 17,895,000	$ 0
Interest paid							28,316,000	17,159,000
Loans to related party					$ 15,200,000		15,200,000		$ 26,100,000
Loans due upon liquidation of fund					32,100,000		32,100,000		39,300,000
Indemnity liability					7,500,000		$ 7,500,000		5,900,000
Management fee rate							0.40%
Asset threshold					6,221,920,000		$ 6,221,920,000		5,629,553,000
Carried interest payable rate							20.00%
Carried interest from AAA Investments' Investment in Athene					1,900,000	$ 30,000,000	$ 16,000,000	10,900,000
Carried interest receivable related to AAA investments					166,700,000		166,700,000		229,800,000
Profit sharing payable for AAA investment					$ 47,800,000		$ 47,800,000		$ 80,600,000
Economic interest					0.055%		0.055%		0.055%
Private Placement | Athene Holding
Related Party Transaction [Line Items]
Economic interest					26.20%		26.20%		39.40%
Private Equity Fund
Related Party Transaction [Line Items]
General partner obligation					$ 22,700,000		$ 22,700,000		$ 56,000,000
Credit
Related Party Transaction [Line Items]
General partner obligation					$ 60,600,000		$ 60,600,000		$ 60,600,000
Athene Holding
Related Party Transaction [Line Items]
Economic interest					8.80%		8.80%		8.90%
% of Ownership					0.50%		0.50%		0.90%
Athene Holding | Total Apollo Global Management, LLC Shareholders’ Equity
Related Party Transaction [Line Items]
% of Ownership					8.30%		8.30%		8.00%
AAA and AAA Guarantor - Athene L.P.
Related Party Transaction [Line Items]
% of Ownership					2.20%		2.20%		2.20%
AAA Investment Credit Agreement
Related Party Transaction [Line Items]
Maximum advance			$ 10,000,000
Commitment fee on advance			0.125%
Advances to affiliate					$ 4,000,000		$ 4,000,000		$ 4,000,000
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					$ 97,000,000	$ 238,700,000	$ 249,200,000	$ 210,900,000
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%
LIBOR | AAA Investment Credit Agreement
Related Party Transaction [Line Items]
Spread on advance			1.50%
Tax Receivable Agreement
Related Party Transaction [Line Items]
Payments for tax receivable agreement				$ 17,900,000
Pro rata distribution				$ 20,500,000
Partners' Capital, Distribution Amount Per Share				$ 0.10
Managing Partners
Related Party Transaction [Line Items]
Percentage of amount of cash savings							85.00%
Athene Holding | Revised Fee Agreement
Related Party Transaction [Line Items]
Management fee rate	0.30%	0.40%
Asset threshold									65,846,000,000
Athene Holding | Amended Sub-Advisory Fee Agreement
Related Party Transaction [Line Items]
Management fee rate	0.35%						0.40%
Asset threshold									12,400,000,000
Assets explicitly sub-advised (up to)	$ 10,000,000,000
Athene Holding | Amended Sub-Advisory Fee Agreement | Maximum
Related Party Transaction [Line Items]
Asset threshold									$ 16,000,000,000

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COMMITMENTS AND CONTINGENCIES - Narrative (Detail) $ / shares in Units, $ in Thousands, € in Millions								3 Months Ended		6 Months Ended
	Aug. 03, 2017 EUR (€)	Jun. 20, 2016 EUR (€)	May 06, 2016 litigation	Mar. 15, 2016 litigation	Jul. 21, 2015 defendant	Jan. 12, 2015 plaintiff	Jan. 21, 2014 litigation	Jun. 30, 2017 USD ($) underwriting_commitment	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) litigation underwriting_commitment	Jun. 30, 2016 USD ($)	Aug. 04, 2017 USD ($)	May 09, 2017 shares	Dec. 31, 2016 USD ($)	Dec. 12, 2016 USD ($)	Oct. 04, 2016	Aug. 22, 2016 shares	May 23, 2016 shares	Apr. 12, 2016 $ / shares	Apr. 11, 2016 $ / shares	Sep. 03, 2014 USD ($)
Long-term Purchase Commitment [Line Items]
Unfunded capital commitments								$ 1,500,000		$ 1,500,000				$ 600,000
Number of suits (in litigation) | litigation							4			2
Amount of loans								1,358,444		$ 1,358,444				1,352,447
Expenses related to non-cancellable contractual obligations								$ 10,100	$ 10,000	$ 20,400	$ 20,100
Underwriting commitment | underwriting_commitment								75,000,000		75,000,000
Fair value of the contingent obligation								$ 86,900		$ 86,900				$ 106,300
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
In Re Apollo Residential Mortgage, Inc. Shareholder Litigation, Case No.: 24-C-16-002610
Long-term Purchase Commitment [Line Items]
Number of suits (in litigation) | litigation			3
Dolores Balint v. The Fresh Market, Inc., et. al., Case No. 16-CVS-4144
Long-term Purchase Commitment [Line Items]
Number of suits (in litigation) | litigation				2
The Fresh Market, Inc., Case No. 12372-VCG (the “Appraisal Action”)
Long-term Purchase Commitment [Line Items]
Shares, Outstanding | shares													9,700
In re Apollo Education Group, Inc. Shareholder Litigation, Lead Case No. CV2016-001905 (Ariz. Super. Ct.)
Long-term Purchase Commitment [Line Items]
Price per share (in dollars per share) | $ / shares																			$ 10.00	$ 9.50
United States District Court Middle District Of Florida, AGM, Gareth Turner And Mark Beith | Subsequent Event
Long-term Purchase Commitment [Line Items]
Damages sought | €	€ 14
The Fresh Market Inc | Hudson Bay Master Fund, Ltd. and Brigade Leveraged Capital Structures Fund, Ltd. v. The Fresh Market, Inc., Case No. 12372-VCG
Long-term Purchase Commitment [Line Items]
Common stock outstanding held by plaintiff (in shares) | shares																		1,660,000
The Fresh Market Inc | Verition Multi-Strategy Master Ltd. and Verition Partners Master Fund Ltd. v. The Fresh Market, Inc.
Long-term Purchase Commitment [Line Items]
Common stock outstanding held by plaintiff (in shares) | shares																	1,198,318
Caesars Entertainment Corp | Wilmington Trust, National Association v. Caesars Entertainment Corp., No. 15-cv-08280
Long-term Purchase Commitment [Line Items]
Percent in dollar amount																90.00%
Caesars Entertainment Corp | Meehancombs Global Credit Opportunities Master Fund, L.P., et al. v. Caesars Entertainment Corp., et al., No. 14-cv-7091
Long-term Purchase Commitment [Line Items]
CEOC debt																					$ 137,000
Director | CEC Entertainment, Inc. Stockholder Litigation, Case No. 14C57
Long-term Purchase Commitment [Line Items]
Number of defendants | defendant					2
Sale of Insurance Business | Court of Genoa (Italy) (No. 8965/2016)
Long-term Purchase Commitment [Line Items]
Damages sought | €		€ 450
Other Losses | Court of Genoa (Italy) (No. 8965/2016)
Long-term Purchase Commitment [Line Items]
Damages sought | €		€ 800
Unfunded Loan Commitment
Long-term Purchase Commitment [Line Items]
Unfunded capital commitments								$ 153,100		$ 153,100
Unfunded Loan Commitment | Subsequent Event
Long-term Purchase Commitment [Line Items]
Unfunded capital commitments												$ 18,200
Notes due 2016 10.75% [Member]
Long-term Purchase Commitment [Line Items]
Percent in dollar amount								10.75%		10.75%
Loan Agreements 2011 | Core Litigation Trust v. Apollo Global Management, LLC, et al., Case No. BC 643732
Long-term Purchase Commitment [Line Items]
Amount of loans															$ 360,000

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COMMITMENTS AND CONTINGENCIES - Summary of Approximate Aggregate Minimum Future Payments Required for Operating Leases (Detail) $ in Thousands	Jun. 30, 2017 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2017	$ 17,101
2018	31,347
2019	30,400
2020	13,664
2021	4,757
Thereafter	6,955
Total	$ 104,224

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COMMITMENTS AND CONTINGENCIES - Summary of Fixed and Determinable Payments (Detail) - Management and Consulting Payable $ in Thousands	Jun. 30, 2017 USD ($)
Other Commitments [Line Items]
Remaining 2017	$ 15,833
2018	7,777
2019	3,506
2020	1,936
2021	1,936
Thereafter	1,603
Total	$ 32,591

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SEGMENT REPORTING - Narrative (Details)	6 Months Ended
	Jun. 30, 2017 Segment
Segment Reporting [Abstract]
Number of segments	3

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SEGMENT REPORTING - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Revenues:
Management fees from related parties	$ 281,305	$ 267,063	$ 550,848	$ 500,858
Advisory and transaction fees from related parties, net	23,629	64,899	38,696	72,898
Carried interest income from related parties:
Total carried interest income from related parties	127,938	328,485	486,879	207,517
Total Revenues	432,872	660,447	1,076,423	781,273
Compensation and benefits:
Salary, bonus and benefits	105,545	100,188	207,158	197,422
Equity-based compensation	22,740	34,038	45,847	48,040
Profit sharing expense:
Total profit sharing expense	58,059	127,220	202,383	89,615
Total Compensation and Benefits	186,344	261,446	455,388	335,077
Non-compensation expenses:
General, administrative and other	59,729	70,088	121,769	128,719
Placement fees	5,258	2,064	7,163	3,828
Total Expenses	264,526	343,398	610,514	485,297
Other Income (Loss):
Income from equity method investments	16,836	44,960	55,389	41,143
Net gains (losses) from investment activities	(513)	89,010	34,004	32,541
Other income (loss), net	742	778	19,389	525
Total Other Income	23,819	136,742	120,447	78,107
Total Assets	6,221,920		6,221,920		$ 5,629,553
Private Equity Segment
Revenues:
Management fees from related parties	77,275	76,518	154,673	151,436
Advisory and transaction fees from related parties, net	19,302	58,301	31,074	61,014
Carried interest income from related parties:
Unrealized	(98,372)	207,845	65,247	61,510
Realized	136,497	266	291,958	266
Total carried interest income from related parties	38,125	208,111	357,205	61,776
Total Revenues	134,702	342,930	542,952	274,226
Compensation and benefits:
Salary, bonus and benefits	30,294	31,564	61,763	63,638
Equity-based compensation	7,704	6,765	14,799	14,150
Profit sharing expense:
Unrealized	(34,983)	67,543	20,033	10,169
Realized	53,137	132	128,389	132
Realized: Equity-based	462		462
Total profit sharing expense	18,616	67,675	148,884	10,301
Total Compensation and Benefits	56,614	106,004	225,446	88,089
Non-compensation expenses:
General, administrative and other	16,617	20,551	33,977	36,282
Placement fees	1,341	1,085	1,475	2,079
Total non-compensation expenses	17,958	21,636	35,452	38,361
Total Expenses	74,572	127,640	260,898	126,450
Other Income (Loss):
Income from equity method investments	10,348	31,410	42,076	217
Net gains (losses) from investment activities	(100)	6,457	3,296	(5,680)
Net interest expense	(4,336)	(3,252)	(8,578)	25,927
Other income (loss), net	781	341	18,571	2,351
Total Other Income	6,693	34,956	55,365	22,815
Non-Controlling Interests	0	0	0	0
Economic Income (Loss)	66,823	250,246	337,419	170,591
Total Assets	2,276,050		2,276,050
Credit Segment
Revenues:
Management fees from related parties	169,856	151,252	328,198	293,763
Advisory and transaction fees from related parties, net	3,709	3,036	6,265	7,446
Carried interest income from related parties:
Unrealized	26,921	80,397	33,243	59,218
Realized	57,119	40,046	88,055	85,198
Total carried interest income from related parties	84,040	120,443	121,298	144,416
Total Revenues	257,605	274,731	455,761	445,625
Compensation and benefits:
Salary, bonus and benefits	59,244	54,709	114,126	106,321
Equity-based compensation	9,228	8,300	18,330	16,860
Profit sharing expense:
Unrealized	12,927	33,954	15,142	24,817
Realized	23,080	23,215	36,525	53,776
Realized: Equity-based	582		869
Total profit sharing expense	36,589	57,169	52,536	78,593
Total Compensation and Benefits	105,061	120,178	184,992	201,774
Non-compensation expenses:
General, administrative and other	31,760	35,546	63,850	66,032
Placement fees	3,918	683	5,688	1,390
Total non-compensation expenses	35,678	36,229	69,538	67,422
Total Expenses	140,739	156,407	254,530	269,196
Other Income (Loss):
Income from equity method investments	5,856	12,940	12,339	13,788
Net gains (losses) from investment activities	(299)	82,041	30,795	29,648
Net interest expense	(6,484)	(4,715)	(13,006)	(8,370)
Other income (loss), net	(241)	(127)	570	(535)
Total Other Income	(1,168)	90,139	30,698	34,531
Non-Controlling Interests	(559)	(2,175)	(1,493)	(4,560)
Economic Income (Loss)	115,139	206,288	230,436	206,400
Total Assets	2,655,434		2,655,434
Real Assets Segment
Revenues:
Management fees from related parties	19,777	13,863	36,090	27,367
Advisory and transaction fees from related parties, net	618	3,562	1,357	4,438
Carried interest income from related parties:
Unrealized	926	(1,737)	3,530	(5,114)
Realized	5,175	1,668	5,239	6,439
Total carried interest income from related parties	6,101	(69)	8,769	1,325
Total Revenues	26,496	17,356	46,216	33,130
Compensation and benefits:
Salary, bonus and benefits	9,022	8,249	17,392	16,933
Equity-based compensation	634	657	1,182	1,432
Profit sharing expense:
Unrealized	(70)	(661)	1,964	(1,832)
Realized	2,866	550	2,892	4,178
Realized: Equity-based	0		0
Total profit sharing expense	2,796	(111)	4,856	2,346
Total Compensation and Benefits	12,452	8,795	23,430	20,711
Non-compensation expenses:
General, administrative and other	5,297	5,421	9,779	11,565
Placement fees	0	21	0	21
Total non-compensation expenses	5,297	5,442	9,779	11,586
Total Expenses	17,749	14,237	33,209	32,297
Other Income (Loss):
Income from equity method investments	1,015	356	2,018	1,132
Net gains (losses) from investment activities	0	0	0	0
Net interest expense	(1,247)	(919)	(2,471)	(1,727)
Other income (loss), net	240	44	303	15
Total Other Income	8	(519)	(150)	(580)
Non-Controlling Interests	0	0	0	0
Economic Income (Loss)	8,755	2,600	12,857	253
Total Assets	212,255		212,255
Total Reportable Segments
Revenues:
Management fees from related parties	266,908	241,633	518,961	472,566
Advisory and transaction fees from related parties, net	23,629	64,899	38,696	72,898
Carried interest income from related parties:
Unrealized	(70,525)	286,505	102,020	115,614
Realized	198,791	41,980	385,252	91,903
Total carried interest income from related parties	128,266	328,485	487,272	207,517
Total Revenues	418,803	635,017	1,044,929	752,981
Compensation and benefits:
Salary, bonus and benefits	98,560	94,522	193,281	186,892
Equity-based compensation	17,566	15,722	34,311	32,442
Profit sharing expense:
Unrealized	(22,126)	100,836	37,139	33,154
Realized	79,083	23,897	167,806	58,086
Realized: Equity-based	1,044		1,331
Total profit sharing expense	58,001	124,733	206,276	91,240
Total Compensation and Benefits	174,127	234,977	433,868	310,574
Non-compensation expenses:
General, administrative and other	53,674	61,518	107,606	113,879
Placement fees	5,259	1,789	7,163	3,490
Total non-compensation expenses	58,933	63,307	114,769	117,369
Total Expenses	233,060	298,284	548,637	427,943
Other Income (Loss):
Income from equity method investments	17,219	44,706	56,433	40,847
Net gains (losses) from investment activities	(399)	88,498	34,091	31,999
Net interest expense	(12,067)	(8,886)	(24,055)	(15,777)
Other income (loss), net	780	258	19,444	(303)
Total Other Income	5,533	124,576	85,913	56,766
Non-Controlling Interests	(559)	(2,175)	(1,493)	(4,560)
Economic Income (Loss)	190,717	$ 459,134	580,712	$ 377,244
Total Assets	$ 5,143,739		$ 5,143,739		$ 4,694,643

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SEGMENT REPORTING - Table Footnotes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Segment Reporting Information [Line Items]
Revenues	$ 432,872	$ 660,447	$ 1,076,423	$ 781,273
Total Expenses	264,526	343,398	610,514	485,297
Total Other Income	23,819	136,742	120,447	78,107
Income before income tax provision	192,165	453,791	586,356	374,083
Net Income attributable to Non-Controlling Interests	(101,262)	(241,711)	(311,096)	(199,978)
Assets	6,221,920		6,221,920		$ 5,629,553
Segment Reconciling Items
Segment Reporting Information [Line Items]
Revenues, Equity awards granted by unconsolidated related parties and reimbursable expenses	(15,179)	(28,092)	(33,402)	(33,058)
Revenues, Adjustments related to consolidated funds and VIEs	1,110	1,211	1,908	1,863
Revenues, Other	0	1,451	0	2,903
Equity awards granted by unconsolidated related parties and reimbursable expenses	(15,179)	(28,209)	(33,402)	(33,292)
Transaction-related compensation charges	(1,549)	(4,896)	1,134	(2,523)
Reclassification of interest expenses	(13,195)	(9,800)	(26,194)	(17,673)
Amortization of transaction-related intangibles	(1,538)	(2,346)	(3,410)	(4,396)
Expenses, Other	(5)	137	(5)	530
Reclassification of interest expense	(13,195)	(9,800)	(26,194)	(17,673)
Adjustments related to consolidated funds and VIEs	(4,890)	(904)	(8,206)	(1,542)
Other	(201)	(1,462)	(134)	(2,126)
Total Reportable Segments
Segment Reporting Information [Line Items]
Revenues	418,803	635,017	1,044,929	752,981
Total Expenses	233,060	298,284	548,637	427,943
Total Other Income	5,533	124,576	85,913	56,766
Economic Income	190,717	459,134	580,712	377,244
Assets	5,143,739		5,143,739		4,694,643
Intersegment Eliminations
Segment Reporting Information [Line Items]
Assets	1,078,181		1,078,181		$ 934,910
Parent Company
Segment Reporting Information [Line Items]
Total Other Income	(1,448)	5,343	(5,644)	3,161
Net Income attributable to Non-Controlling Interests	(4,535)	(2,078)	(7,919)	(4,113)
Transaction-related charges	$ 3,087	$ 7,421	$ 2,275	$ 7,274

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SUBSEQUENT EVENTS (Detail) - $ / shares									3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 02, 2017	Apr. 28, 2017	Apr. 13, 2017	Feb. 03, 2017	Oct. 28, 2016	Aug. 03, 2016	May 06, 2016	Feb. 03, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Subsequent Event [Line Items]
Distributions declared per Class A Share (USD per share)									$ 0.49	$ 0.25	$ 0.94	$ 0.53
Common Class A Shares
Subsequent Event [Line Items]
Distributions declared per Class A Share (USD per share)		$ 0.49	$ 0	$ 0.45	$ 0.35	$ 0.37	$ 0.25	$ 0.28			$ 0.94		$ 1.25
Common Class A Shares | Subsequent Event
Subsequent Event [Line Items]
Distributions declared per Class A Share (USD per share)	$ 0.52
Series A Preferred Stock | Subsequent Event
Subsequent Event [Line Items]
Distributions declared per Class A Share (USD per share)	$ 0.3984375