10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q  

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 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, INC.

(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 ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes ☒   No ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	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 ☒

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	APO	New York Stock Exchange
6.375% Series A Preferred Stock	APO.PR A	New York Stock Exchange
6.375% Series B Preferred Stock	APO. PR B	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

As of August 4, 2021, there were 235,527,358 shares of Class A common stock, 1 share of Class B common stock and 1 share of Class C common stock of the Registrant outstanding.

As of August 4, 2021, on a fully exchanged and diluted basis, there were 432,935,490 shares of Class A common stock of the Registrant outstanding, which includes 168,253,613 Apollo Operating Group Units held by AP Professional Holdings, L.P. and 29,154,519 Apollo Operating Group Units held by Athene Holding Ltd.

Table of Contents

	TABLE OF CONTENTS
		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	9
	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Statements of Financial Condition (Unaudited) as of June 30, 2021 and December 31, 2020	9
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2021 and 2020	11
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Six Months Ended June 30, 2021 and 2020	12
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2021 and 2020	13
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2021 and 2020	15
	Notes to Condensed Consolidated Financial Statements (Unaudited)	18
ITEM 1A.	UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION	76
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	78
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	129
ITEM 4.	CONTROLS AND PROCEDURES	131
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	133
ITEM 1A.	RISK FACTORS	133
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	133
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	134
ITEM 4.	MINE SAFETY DISCLOSURES	134
ITEM 5.	OTHER INFORMATION	134
ITEM 6.	EXHIBITS	134
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” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words or 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 be 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 credit, private equity, or real assets funds, the impact of the novel coronavirus disease 2019 (“COVID-19”), 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, litigation risks and consummation of the merger of Apollo with Athene Holding, potential corporate governance changes and related transactions which are subject to regulatory, corporate and stockholder approvals, 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 (“SEC”) on February 19, 2021 (the “2020 Annual Report”) and Quarterly Report on Form 10-Q filed with the SEC on May 10, 2021, 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 with the SEC. 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, Inc. (“AGM Inc.”) and its subsidiaries, including the Apollo Operating Group and all of its subsidiaries, or as the context may otherwise require; "Class A shares" refers to the Class A common stock, $0.00001 par value per share, of AGM Inc.; “Class B share” refers to the Class B common stock, $0.00001 par value per share, of AGM Inc.; "Class C share" refers to the Class C common stock, $0.00001 par value per share, of AGM Inc.; “Series A Preferred shares” refers to the 6.375% Series A preferred stock of AGM Inc.; “Series B Preferred shares” refers to the 6.375% Series B preferred stock of AGM Inc.; and “Preferred shares” refers to the Series A Preferred shares and the Series B Preferred shares, collectively;

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

“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 Group” means (i) the Class C Stockholder and its affiliates, including their respective general partners, members and limited partners, (ii) Holdings and its affiliates, including their respective general partners, members and limited partners, (iii) with respect to each Co-Founder, such Co-Founder and such Co-Founder’s group (as defined in Section 13(d) of the Exchange Act), (iv) any former or current investment professional of or other employee of an Apollo employer (as defined below) or the Apollo Operating Group (or such other entity controlled by a member of the Apollo Operating Group) and any member of such person’s group, (v) any former or current executive officer of an Apollo employer or the Apollo Operating Group (or such other entity controlled by a member of the Apollo Operating Group) and any member of such person’s group; and (vi) any former or current director of an Apollo employer or the Apollo Operating Group (or such other entity controlled by a member of the Apollo Operating Group) and any member of such person’s group. With respect to any person, Apollo employer means AGM Inc. or such successor thereto or such other entity controlled by AGM Inc. or its successor as may be such person’s employer at such time, but does not include any portfolio companies;

“Apollo Operating Group” refers to (i) the limited partnerships and limited liability companies through which we currently operate our businesses and (ii) one or more limited partnerships or limited liability companies 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”;

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

(ii)the fair value of the investments of the private equity and real assets 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, plus portfolio level financings; for certain permanent capital vehicles in real assets, gross asset value plus available financing capacity;

(iii)the gross asset value associated with the reinsurance investments of the portfolio company assets we manage or advise; and

(iv)the fair value of any other assets that we manage or advise for the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related 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 nominal or zero fees. Our AUM measure also includes assets for which we do not have investment discretion, including certain assets for which we earn only investment-related service fees, rather than management or advisory fees. Our definition of AUM is not based on any definition of Assets Under Management contained in our governing documents 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 of the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services and on which we earn management fees, monitoring fees or other investment-related fees pursuant to management or other fee agreements on a basis that varies among the Apollo funds, partnerships and accounts. 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;

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(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.

“Performance Fee-Eligible AUM” refers to the AUM that may eventually produce performance fees. All funds for which we are entitled to receive a performance fee allocation or incentive fee are included in Performance Fee-Eligible AUM, which consists of the following:

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

(ii)     “AUM Not Currently Generating Performance Fees”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently below its hurdle rate or preferred return; and

(iii)     “Uninvested Performance Fee-Eligible AUM”, which refers to capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, 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 performance fees allocable to, or earned by, the general partner.

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

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

We use 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 performance fees;

“Advisory” refers to certain assets advised by Apollo Asset Management Europe PC LLP (“AAME PC”), a wholly-owned subsidiary of Apollo Asset Management Europe LLP (“AAME”). AAME PC and AAME are subsidiaries of Apollo and are collectively referred to herein as “ISGI”;

“Athene Holding” or “AHL” refers to Athene Holding Ltd. (together with its subsidiaries, “Athene”), 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, and to which Apollo, through its consolidated subsidiary Apollo Insurance Solutions Group LP (formerly known as Athene Asset Management LLC) (“ISG”), provides asset management and advisory services;

“Athora Holding” refers to Athora Holding, Ltd. (“Athora Holding” and together with its subsidiaries, “Athora”), a strategic platform that acquires or reinsures blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora Accounts”). The Company, through ISGI, provides investment advisory services to Athora. Athora Non-Sub-Advised Assets includes the Athora assets which are managed by Apollo but not sub-advised by Apollo nor invested in Apollo funds or investment vehicles. Athora Sub-Advised includes assets which the Company explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages;

“capital deployed” or “deployment” represents (i) the aggregate amount of capital that has been invested during a given period (including leverage) by our commitment based funds and SIAs that have a defined maturity date, (ii) purchases of investments (net of sales) by our subscription and contribution based funds and mandates (including leverage), (iii) investments originated by certain of our platform companies, net of syndications to our other funds and accounts, but including syndications to third parties, and (iv) third-party investment activity in opportunities sourced by our teams for which we earn a fee and in which we participate. Deployment excludes offsetting short positions, certain credit derivatives, certain short-dated government securities, and involuntary repayment of loans and bonds;

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“Co-Founders” 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;

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

“drawdown capital deployed” or “drawdown 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 commitment-based funds, excluding certain funds in which permanent capital vehicles are the primary investor and (ii) SIAs that have a defined maturity date;

“Equity Plan” refers to the Company’s 2007 Omnibus Equity Incentive Plan, which effective as of July 22, 2019, was amended, restated and renamed the 2019 Omnibus Equity Incentive Plan;

“gross IRR” of a credit fund and the principal finance funds within the real assets segment represents the annualized return of a fund based on the actual timing of all cumulative fund cash flows before management fees, performance fees allocated to the general partner and certain other 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 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, 2021 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, performance fees and certain other 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 real assets fund excluding the principal finance funds 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, 2021 or other date specified) starting on the date that each investment closes, and the return is annualized and compounded before management fees, performance fees, and certain other 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 for credit funds are calculated for all funds and accounts in the respective strategies excluding assets for Athene, Athora and certain other entities where we manage or may manage a significant portion of the total company assets. Returns of CLOs represent the gross returns on assets. 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 Co-Founders and Contributing Partners indirectly beneficially own their interests in the Apollo Operating Group units;

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

“net IRR” of a credit fund and the principal finance funds within the real assets segment represents the annualized return of a fund after management fees, performance fees allocated to the general partner and certain other 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;

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“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 performance fees, net of management fees, certain expenses (including interest incurred or earned by the fund itself) and realized performance fees 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. The timing of cash flows applicable to investments, management fees and certain expenses, may be adjusted for the usage of a fund’s subscription facility. 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 real assets fund excluding the principal finance funds 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, 2021 or other date specified is paid to investors), excluding certain non-fee and non-performance fee bearing parties, and the return is annualized and compounded after management fees, performance fees, 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, performance fees allocated to the general partner, or other fees and expenses. Returns over multiple periods are calculated by geometrically linking each period’s return over time;

“performance allocations”, “performance fees”, “performance revenues”, “incentive fees” 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;

“permanent capital vehicles” refers to (a) assets that are owned by or related to Athene or Athora, (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 from which Apollo earns certain investment-related service fees. 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, as amended (the “Investment Company Act”). 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 each of MidCap and Apollo, Athene and Apollo, and Athora and Apollo, may also be terminated under certain circumstances. The agreement pursuant to which Apollo earns certain investment-related service fees from a non-traded business development company may be terminated under certain limited 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. (together with its alternative investment vehicles, “ANRP I”), Apollo Natural Resources Partners II, L.P. (together with its alternative investment vehicles, “ANRP II”), Apollo Natural Resources Partners III, L.P. (together with its parallel vehicles and alternative investment vehicles, “ANRP III”), Apollo Special Situations Fund, L.P., AION Capital Partners Limited (“AION”) and Apollo Hybrid Value Fund, L.P. (together with its parallel funds and alternative investment vehicles, “HVF I”) for the periods presented on a total return basis before giving effect to fees and expenses. The performance percentage is determined by dividing (a) the change in the fair value of investments over the period presented, minus the change in invested capital over the period presented, plus the realized 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

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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 performance fees to be paid by such Apollo fund;

“Redding Ridge” refers to Redding Ridge Asset Management, LLC and its subsidiaries, which is a standalone, self-managed asset management business established in connection with risk retention rules that manages CLOs and retains the required risk retention interests;

“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;

“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 and excludes amounts, if any, invested on a financed basis with leverage facilities;

“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 payments in kind, accrued interest and dividends receivable, if any, and before the effect of certain taxes.  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, or, for certain funds, the year of a fund’s effective date or the year in which a fund’s investment period commences pursuant to its governing agreements.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

AS OF JUNE 30, 2021 AND DECEMBER 31, 2020

(dollars in thousands, except share data)

	As of June 30, 2021		As of December 31, 2020
Assets:
Cash and cash equivalents	$	1,824,712	$	1,555,517
Restricted cash and cash equivalents	1,524,902		17,708
U.S. Treasury securities, at fair value	—		816,985
Investments (includes performance allocations of $2,736,493 and $1,624,156 as of June 30, 2021 and December 31, 2020, respectively)	7,910,519		4,995,411
Assets of consolidated variable interest entities:
Cash and cash equivalents	805,736		893,306
Investments, at fair value	13,659,631		13,316,016
Other assets	167,989		290,264
Incentive fees receivable	13,802		5,231
Due from related parties	425,927		462,383
Deferred tax assets, net	235,118		539,244
Other assets	494,455		364,963
Lease assets	361,597		295,098
Goodwill	116,958		116,958
Total Assets	$	27,541,346	$	23,669,084
Liabilities, Redeemable non-controlling interests and Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	141,688	$	119,982
Accrued compensation and benefits	169,554		82,343
Deferred revenue	74,946		30,369
Due to related parties	439,662		608,469
Profit sharing payable	1,521,906		842,677
Debt	3,154,289		3,155,221
Liabilities of consolidated variable interest entities:
Debt, at fair value	8,077,288		8,660,515
Notes payable	2,498,748		2,471,971
Other liabilities	912,439		773,045
Other liabilities	511,750		295,612
Lease liabilities	409,930		332,915
Total Liabilities	17,912,200		17,373,119
Commitments and Contingencies (see note 15)
Redeemable non-controlling interests:
Redeemable non-controlling interests	1,416,711		782,702
Stockholders’ Equity:
Apollo Global Management, Inc. Stockholders’ Equity:
Series A Preferred Stock, 11,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020	264,398		264,398
Series B Preferred Stock, 12,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020	289,815		289,815

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Class A Common Stock, $0.00001 par value, 90,000,000,000 shares authorized, 231,366,321 and 228,873,449 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	—		—
Class B Common Stock, $0.00001 par value, 999,999,999 shares authorized, 1 share issued and outstanding as of June 30, 2021 and December 31, 2020	—		—
Class C Common Stock, $0.00001 par value, 1 share authorized, 1 share issued and outstanding as of June 30, 2021 and December 31, 2020	—		—
Additional paid in capital	822,612		877,173
Retained earnings	990,798		—
Accumulated other comprehensive loss	(2,542)		(2,071)
Total Apollo Global Management, Inc. Stockholders’ Equity	2,365,081		1,429,315
Non-Controlling Interests in consolidated entities	2,838,121		2,275,728
Non-Controlling Interests in Apollo Operating Group	3,009,233		1,808,220
Total Stockholders’ Equity	8,212,435		5,513,263
Total Liabilities, Redeemable non-controlling interests and Stockholders’ Equity	$	27,541,346	$	23,669,084

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(dollars in thousands, except share data)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Revenues:
Management fees	$	470,092	$	409,953	$	927,277	$	806,557
Advisory and transaction fees, net	86,351		61,957		142,699		98,920
Investment income (loss):
Performance allocations	735,139		924,599		2,130,486		(809,724)
Principal investment income (loss)	76,425		111,621		458,391		(76,228)
Total investment income (loss)	811,564		1,036,220		2,588,877		(885,952)
Incentive fees	14,318		205		18,172		19,724
Total Revenues	1,382,325		1,508,335		3,677,025		39,249
Expenses:
Compensation and benefits:
Salary, bonus and benefits	181,299		151,019		355,929		290,288
Equity-based compensation	52,998		59,420		109,446		111,542
Profit sharing expense	361,247		375,959		1,016,727		(260,039)
Total compensation and benefits	595,544		586,398		1,482,102		141,791
Interest expense	34,814		32,291		69,613		63,533
General, administrative and other	115,838		83,729		215,688		168,251
Placement fees	591		359		1,128		768
Total Expenses	746,787		702,777		1,768,531		374,343
Other Income (Loss):
Net gains (losses) from investment activities	913,394		268,667		1,266,545		(995,884)
Net gains (losses) from investment activities of consolidated variable interest entities	145,403		57,862		257,997		(108,058)
Interest income	645		3,994		1,443		11,928
Other income (loss), net	4,531		3,327		(13,219)		(13,180)
Total Other Income (Loss)	1,063,973		333,850		1,512,766		(1,105,194)
Income (loss) before income tax (provision) benefit	1,699,511		1,139,408		3,421,260		(1,440,288)
Income tax (provision) benefit	(194,051)		(140,323)		(397,297)		155,530
Net Income (Loss)	1,505,460		999,085		3,023,963		(1,284,758)
Net (income) loss attributable to Non-Controlling Interests	(847,733)		(552,756)		(1,687,346)		734,869
Net Income (Loss) Attributable to Apollo Global Management, Inc.	657,727		446,329		1,336,617		(549,889)
Series A Preferred Stock Dividends	(4,383)		(4,383)		(8,766)		(8,766)
Series B Preferred Stock Dividends	(4,781)		(4,782)		(9,562)		(9,563)
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders	$	648,563	$	437,164	$	1,318,289	$	(568,218)
Net Income (Loss) Per Share of Class A Common Stock:
Net Income (Loss) Available to Class A Common Stock – Basic	$	2.70	$	1.84	$	5.51	$	(2.55)
Net Income (Loss) Available to Class A Common Stock – Diluted	$	2.70	$	1.84	$	5.51	$	(2.55)
Weighted Average Number of Shares of Class A Common Stock Outstanding – Basic	231,058,813		227,653,988		230,534,073		227,205,866
Weighted Average Number of Shares of Class A Common Stock Outstanding – Diluted	231,058,813		227,653,988		230,534,073		227,205,866

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(dollars in thousands, except share data)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Net Income (Loss)	$	1,505,460	$	999,085	$	3,023,963	$	(1,284,758)
Other Comprehensive Income (Loss), net of tax:
Currency translation adjustments, net of tax	3,711		6,943		(11,436)		1,128
Net gain from change in fair value of cash flow hedge instruments	52		50		102		101
Net gain (loss) on available-for-sale securities	(148)		3,552		670		(1,348)
Total Other Comprehensive Income (Loss), net of tax	3,615		10,545		(10,664)		(119)
Comprehensive Income (Loss)	1,509,075		1,009,630		3,013,299		(1,284,877)
Comprehensive (Income) Loss attributable to Non-Controlling Interests	(851,304)		(558,979)		(1,677,153)		735,687
Comprehensive Income (Loss) Attributable to Apollo Global Management, Inc.	$	657,771	$	450,651	$	1,336,146	$	(549,190)

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(dollars in thousands, except share data)

	Apollo Global Management, Inc. Stockholders
	Class A Common Stock	Class B Common Stock	Class C Common Stock	Series A Preferred Stock		Series B Preferred Stock		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Apollo Global Management, Inc. Shareholders’ Equity		Non- Controlling Interests in Consolidated Entities		Non- Controlling Interests in Apollo Operating Group		Total Stockholders’ Equity
Balance at April 1, 2020	228,834,099	1	1	$	264,398	$	289,815	$	1,085,949	$	(1,075,323)	$	(8,201)	$	556,638	$	2,122,281	$	820,115	$	3,499,034
Dilution impact of issuance of Class A Common Stock	—	—	—	—		—		126		—		—		126		—		—		126
Capital increase related to equity-based compensation	—	—	—	—		—		47,539		—		—		47,539		—		—		47,539
Capital contributions	—	—	—	—		—		—		—		—		—		38,826		—		38,826
Dividends/ Distributions	—	—	—	(4,383)		(4,782)		(99,789)		—		—		(108,954)		(98,633)		(128,662)		(336,249)
Payments related to issuances of Class A Common Stock for equity-based awards	355,616	—	—	—		—		(1,383)		(15,586)		—		(16,969)		—		—		(16,969)
Net income (loss)	—	—	—	4,383		4,782		—		437,164		—		446,329		41,068		511,688		999,085
Currency translation adjustments, net of tax	—	—	—	—		—		—		—		2,178		2,178		4,328		437		6,943
Net gain from change in fair value of cash flow hedge instruments	—	—	—	—		—		—		—		26		26		—		24		50
Net income on available-for-sale securities	—	—	—	—		—		—		—		2,118		2,118		—		1,434		3,552
Balance at June 30, 2020	229,189,715	1	1	$	264,398	$	289,815	$	1,032,442	$	(653,745)	$	(3,879)	$	929,031	$	2,107,870	$	1,205,036	$	4,241,937
Balance at January 1, 2020	222,994,407	1	1	$	264,398	$	289,815	$	1,302,587	$	—	$	(4,578)	$	1,852,222	$	281,904	$	904,001	$	3,038,127
Equity transaction with Athene Holding	—	—	—	—		—		(54,868)		—		—		(54,868)		—		1,214,577		1,159,709
Consolidation of VIEs	—	—	—	—		—		—		—		—		—		1,895,095		—		1,895,095
Dilution impact of issuance of Class A Common Stock	—	—	—	—		—		8,329		—		—		8,329		—		—		8,329
Capital increase related to equity-based compensation	—	—	—	—		—		93,230		—		—		93,230		—		—		93,230
Capital contributions	—	—	—	—		—		—		—		—		—		181,853		—		181,853
Dividends/ Distributions	—	—	—	(8,766)		(9,563)		(312,638)		—		—		(330,967)		(127,570)		(284,300)		(742,837)
Payments related to issuances of Class A Common Stock for equity-based awards	3,151,903	—	—	—		—		28,991		(85,527)		—		(56,536)		—		—		(56,536)
Repurchase of Class A Common Stock	(2,194,095)	—	—	—		—		(64,205)		—		—		(64,205)		—		—		(64,205)
Exchange of AOG Units for Class A Common Stock	5,237,500	—	—	—		—		31,016		—		—		31,016		—		(16,967)		14,049
Net income (loss)	—	—	—	8,766		9,563		—		(568,218)		—		(549,889)		(123,341)		(611,528)		(1,284,758)
Currency translation adjustments, net of tax	—	—	—	—		—		—		—		1,381		1,381		(71)		(182)		1,128
Net gain from change in fair value of cash flow hedge instruments	—	—	—	—		—		—		—		54		54		—		47		101
Net loss on available-for-sale securities	—	—	—	—		—		—		—		(736)		(736)		—		(612)		(1,348)
Balance at June 30, 2020	229,189,715	1	1	$	264,398	$	289,815	$	1,032,442	$	(653,745)	$	(3,879)	$	929,031	$	2,107,870	$	1,205,036	$	4,241,937

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	Apollo Global Management, Inc. Stockholders
	Class A Common Stock	Class B Common Stock	Class C Common Stock	Series A Preferred Stock		Series B Preferred Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Apollo Global Management, Inc. Shareholders’ Equity		Non- Controlling Interests in Consolidated Entities		Non- Controlling Interests in Apollo Operating Group		Total Stockholders’ Equity
Balance at April 1, 2021	232,222,572	1	1	$	264,398	$	289,815	$	908,195	$	477,343	$	(2,586)	$	1,937,165	$	3,114,805	$	2,446,171	$	7,498,141
Deconsolidation of VIEs	—	—	—	—		—		—		—		—		—		(125,215)		—		(125,215)
Accretion of redeemable non-controlling interests	—	—	—	—		—		(15,981)		—		—		(15,981)		—		—		(15,981)
Dilution impact of issuance of Class A Common Stock	—	—	—	—		—		(38)		—		—		(38)		—		—		(38)
Capital increase related to equity-based compensation	—	—	—	—		—		40,975		—		—		40,975		—		—		40,975
Capital contributions	—	—	—	—		—		—		—		—		—		191,435		—		191,435
Dividends/ Distributions	—	—	—	(4,383)		(4,781)		—		(119,536)		—		(128,700)		(462,485)		(162,224)		(753,409)
Payments related to issuances of Class A Common Stock for equity-based awards	397,782	—	—	—		—		3,214		(15,572)		—		(12,358)		—		—		(12,358)
Repurchase of Class A Common Stock	(2,144,713)	—	—	—		—		(122,703)		—		—		(122,703)		—		—		(122,703)
Exchange of AOG Units for Class A Common Stock	890,680	—	—	—		—		8,950		—		—		8,950		—		(6,437)		2,513
Net income	—	—	—	4,383		4,781		—		648,563		—		657,727		116,276		731,457		1,505,460
Currency translation adjustments, net of tax	—	—	—	—		—		—		—		105		105		3,305		301		3,711
Net gain from change in fair value of cash flow hedge instruments	—	—	—	—		—		—		—		28		28		—		24		52
Net loss on available-for-sale securities	—	—	—	—		—		—		—		(89)		(89)		—		(59)		(148)
Balance at June 30, 2021	231,366,321	1	1	$	264,398	$	289,815	$	822,612	$	990,798	$	(2,542)	$	2,365,081	$	2,838,121	$	3,009,233	$	8,212,435
Balance at January 1, 2021	228,873,449	1	1	$	264,398	$	289,815	$	877,173	$	—	$	(2,071)	$	1,429,315	$	2,275,728	$	1,808,220	$	5,513,263
Deconsolidation of VIEs	—	—	—	—		—		—		—		—		—		(125,215)		—		(125,215)
Accretion of redeemable non-controlling interests	—	—	—	—		—		(42,643)		—		—		(42,643)		—		—		(42,643)
Dilution impact of issuance of Class A Common Stock	—	—	—	—		—		(1,295)		—		—		(1,295)		—		—		(1,295)
Capital increase related to equity-based compensation	—	—	—	—		—		86,258		—		—		86,258		—		—		86,258
Capital contributions	—	—	—	—		—		—		—		—		—		1,012,418		—		1,012,418
Dividends/ Distributions	—	—	—	(8,766)		(9,562)		—		(263,818)		—		(282,146)		(501,968)		(283,624)		(1,067,738)
Payments related to issuances of Class A Common Stock for equity-based awards	1,817,390	—	—	—		—		3,214		(63,673)		—		(60,459)		—		—		(60,459)
Repurchase of Class A Common Stock	(2,144,713)	—	—	—		—		(122,703)		—		—		(122,703)		—		—		(122,703)
Exchange of AOG Units for Class A Common Stock	2,820,195	—	—	—		—		22,608		—		—		22,608		—		(15,358)		7,250
Net income	—	—	—	8,766		9,562		—		1,318,289		—		1,336,617		186,854		1,500,492		3,023,963
Currency translation adjustments, net of tax	—	—	—	—		—		—		—		(928)		(928)		(9,696)		(812)		(11,436)
Net gain from change in fair value of cash flow hedge instruments	—	—	—	—		—		—		—		55		55		—		47		102
Net income on available-for-sale securities	—	—	—	—		—		—		—		402		402		—		268		670
Balance at June 30, 2021	231,366,321	1	1	$	264,398	$	289,815	$	822,612	$	990,798	$	(2,542)	$	2,365,081	$	2,838,121	$	3,009,233	$	8,212,435

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(dollars in thousands, except share data)

	For the Six Months Ended June 30,
	2021		2020
Cash Flows from Operating Activities:
Net income (loss)	$	3,023,963	$	(1,284,758)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity-based compensation	109,446		111,542
Depreciation and amortization	13,030		8,549
Unrealized (gains) losses from investment activities	(1,257,530)		994,434
Principal investment (income) loss	(458,391)		76,228
Performance allocations	(2,130,486)		809,724
Change in fair value of contingent obligations	22,310		(547)
Gain from change in tax receivable agreement liability	(1,941)		—
Deferred taxes, net	348,318		(180,016)
Non-cash lease expense	22,841		26,288
Other non-cash amounts included in net income (loss), net	(9,888)		7,180
Cash flows due to changes in operating assets and liabilities:
Incentive fees receivable	(8,572)		1,550
Due from related parties	(111,694)		(73,671)
Accounts payable and accrued expenses	21,706		25,570
Accrued compensation and benefits	87,211		74,430
Deferred revenue	44,577		(19,798)
Due to related parties	(10,557)		(911)
Profit sharing payable	670,033		(258,316)
Lease liability	(12,321)		(14,265)
Other assets and other liabilities, net	125,481		(27,588)
Cash distributions of earnings from principal investments	94,784		12,276
Cash distributions of earnings from performance allocations	741,660		200,846
Satisfaction of contingent obligations	(13,114)		(12,870)
Apollo Funds and VIE related:
Net realized and unrealized (gains) losses from investing activities and debt	(344,628)		319,347
Cash transferred from consolidated VIEs	—		502,153
Deconsolidation of VIEs	(2,998)		—
Purchases of investments	(2,434,817)		(1,349,102)
Proceeds from sale of investments	2,195,453		1,158,433
Changes in other assets and other liabilities, net	369,288		(169,334)
Net Cash Provided by Operating Activities	$	1,093,164	$	937,374
Cash Flows from Investing Activities:
Purchases of fixed assets	$	(13,246)	$	(37,619)
Acquisitions	—		48,518
Proceeds from sale of investments	3,235		21,855
Purchase of investments	(37,168)		(522,432)
Purchase of U.S. Treasury securities	—		(1,056,827)
Proceeds from maturities of U.S. Treasury securities	—		840,020
Cash contributions to equity method investments	(148,085)		(159,781)
Cash distributions from equity method investments	150,906		91,892

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Issuance of related party loans	—		(315)
Other investing activities	(615)		(241)
Apollo Funds and VIE related:
Purchase of U.S. Treasury securities	(817,077)		—
Proceeds from maturities of U.S. Treasury Securities	1,633,886		—
Net Cash Provided by (Used in) Investing Activities	$	771,836	$	(774,930)
Cash Flows from Financing Activities:
Principal repayments of debt	$	—	$	(16,990)
Dividends to Preferred Stockholders	(18,328)		(18,329)
Issuance of debt	—		518,756
Satisfaction of tax receivable agreement	(39,884)		(48,195)
Repurchase of Class A Common Stock	(122,703)		(64,205)
Payments related to deliveries of Class A Common Stock for RSUs	(63,673)		(85,527)
Dividends paid	(263,818)		(312,638)
Distributions paid to Non-Controlling Interests in Apollo Operating Group	(283,624)		(284,300)
Issuance of related party loans	—		28,280
Repayment of related party loans	—		(28,280)
Other financing activities, net	(1,601)		(8,690)
Apollo Funds and VIE related:
Issuance of debt	773,961		821,573
Principal repayment of debt	(1,330,790)		(716,184)
Issuances of debt within other liabilities of consolidated VIEs	—		67,459
Distributions paid to Non-Controlling Interests in consolidated entities	(500,483)		(125,208)
Contributions from Non-Controlling Interests in consolidated entities	1,012,492		181,687
Proceeds from issuance of Class A Units of SPAC	690,000		—
Payment of underwriting discounts	(27,730)		—
Net Cash Used in Financing Activities	$	(176,181)	$	(90,791)
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities	1,688,819		71,653
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities, Beginning of Period	2,466,531		1,621,310
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities, End of Period	$	4,155,350	$	1,692,963
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	67,615	$	60,837
Interest paid by consolidated variable interest entities	132,113		116,365
Income taxes paid	38,478		16,399
Supplemental Disclosure of Non-Cash Investing Activities:
Non-cash distributions from principal investments	$	146,352	$	(4,642)
Non-cash purchases of other investments, at fair value	—		1,153,316
Non-cash loss on Athene equity swap	—		(61,261)
Acquisition of goodwill	—		663
Contingent consideration	—		(6,208)
Supplemental Disclosure of Non-Cash Financing Activities:
Capital increases related to equity-based compensation	$	86,258	$	93,230
Issuance of restricted shares	3,214		28,991
Non-cash issuance of AOG units to Athene	—		1,214,577
Other non-cash financing activities	(1,295)		8,329
Net Assets Transferred from Consolidated Variable Interest Entity:
Investments, at fair value	$	—	$	9,061,907

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Other assets	—		130,907
Debt, at fair value	—		(6,829,326)
Other liabilities	—		(967,575)
Non-Controlling interest in consolidated entities related to acquisition	—		(1,898,067)
Net Assets Deconsolidated from Consolidated Variable Interest Entities and Funds:
Cash and cash equivalents	$	4,925	$	—
Investments, at fair value	229,717		—
Other assets	755		—
Notes payable	(107,500)		—
Other liabilities	(2,682)		—
Non-Controlling interest in consolidated entities	(125,215)		—
Adjustments related to exchange of Apollo Operating Group units:
Deferred tax assets	$	45,479	$	76,580
Due to related parties	(38,229)		(62,531)
Additional paid in capital	(7,250)		(14,049)
Non-Controlling Interest in Apollo Operating Group	15,358		16,967
Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Condensed Consolidated Statements of Financial Condition:
Cash and cash equivalents	$	1,824,712	$	939,824
Restricted cash and cash equivalents	1,524,902		81,378
Cash and cash equivalents held at consolidated variable interest entities	805,736		671,761
Total Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities	$	4,155,350	$	1,692,963

See accompanying notes to condensed consolidated financial statements.

-17-

APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

1. ORGANIZATION

Apollo Global Management, Inc. (“AGM Inc.”, 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 credit, private equity 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, incentive fees and performance allocations related to the performance of the respective funds that it manages. Apollo has three primary business segments:

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

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

•Real assets—primarily invests in (i) real estate equity and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies, (ii) real estate and infrastructure debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities and (iii) European performing and non-performing loans, and unsecured consumer loans.

Organization of the Company

As of June 30, 2021, the Company owned, through five intermediate holding companies that include APO Corp., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, APO Asset Co., LLC, a Delaware limited liability company that is treated as a corporation for U.S. federal income tax purposes, APO (FC), LLC, an Anguilla limited liability company that is a disregarded entity for U.S. federal income tax purposes, APO (FC II), LLC, an Anguilla limited liability company that is a disregarded entity for U.S. federal income tax purposes, and APO (FC III), LLC, a Cayman Islands limited liability company that is a disregarded entity for U.S. federal income tax purposes (collectively, the “Intermediate Holding Companies”), 53.5% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group.

AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), is an entity through which the Co-Founders and certain of the Company’s other current and former partners (the “Contributing Partners”) indirectly beneficially own interests in each of the entities that comprise the Apollo Operating Group. As of June 30, 2021, Holdings owned 39.8% 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.

Athene and Apollo Strategic Transaction

On February 28, 2020, pursuant to a transaction agreement (the “Transaction Agreement”) between Athene Holding, AGM Inc. and the entities that form the Apollo Operating Group, the Apollo Operating Group issued 29,154,519 non-voting equity interests of the Apollo Operating Group to Athene Holding. As a result, as of June 30, 2021, Athene Holding owned 6.7% of the economic interests in the Apollo Operating Group. See note 14 for further disclosure regarding the Transaction Agreement.

As noted further in note 14, Apollo purchased a 17% incremental equity ownership stake in Athene, bringing Apollo’s beneficial ownership in Athene to 28%, at the close of the transaction. This has resulted in Apollo’s indirect ownership in certain VIEs, through Athene, being considered significant such that the Company has the power to direct the activities that most significantly impact the economic performance of these VIEs.

Apollo and Athene Merger and Corporate Conversion

On March 8, 2021, AGM Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AHL, Tango Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of AGM Inc. (“HoldCo”), Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of HoldCo (“AHL Merger Sub”), and Green

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of HoldCo (“AGM Merger Sub” and together with AHL Merger Sub, the “Merger Subs”).

At the closing of the transaction (the “Closing”), AHL Merger Sub will merge with and into AHL (the “AHL Merger”), with AHL as the surviving entity in the AHL Merger and a direct wholly owned subsidiary of HoldCo (the “AHL Surviving Entity”), and AGM Merger Sub will merge with and into Apollo (the “AGM Merger” and, together with the AHL Merger, the “Mergers”) with AGM as the surviving entity in the AGM Merger and a direct wholly owned subsidiary of HoldCo (the “AGM Surviving Entity”). Upon consummation of the Mergers, AGM and AHL will be direct wholly owned subsidiaries of HoldCo, which will be renamed “Apollo Global Management, Inc.” The transaction is expected to close in January of 2022. The transaction requires the approval of stockholders of both Apollo and AHL, and is subject to, among other things, regulatory approvals, and other customary closing conditions. See note 14 for further disclosure regarding the Merger Agreement.

In addition, on March 9, 2021, AGM Inc. entered into a binding governance term sheet with the Co-Founders pursuant to which it was agreed, among other things, that the Company will convert its corporate structure to a single class of common stock with one vote per share. The change will take effect at closing of the Mergers, subject to regulatory and stockholder approvals, and will result in the exchange of Apollo’s Apollo Operating Group units for a combination of Class A shares and cash, and the reorganization of Apollo Global Management, Inc. from an umbrella partnership C corporation (“Up-C”) structure to a C-corporation with a single class of common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and instructions to 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 2020 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 periods’ 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), special purpose acquisition companies (“SPACs”) and securitization vehicles (e.g., CLOs). 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 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

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

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. When Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will be deemed the primary beneficiary if it is the party that is most closely associated with the VIE. When Apollo and its related parties not under common control in the aggregate have a controlling financial interest in the VIE, Apollo would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo.

Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, 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 in the condensed consolidated statements of operations. The portion attributable to Non-Controlling Interests is reported within net income attributable to Non-Controlling Interests in the condensed consolidated statements of operations. For additional disclosures regarding VIEs, see note 5.

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.

Cash and Cash Equivalents

Apollo considers all highly liquid short-term investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include money market funds and U.S. Treasury securities with original maturities of three months or less when purchased. Interest income from cash and cash equivalents is recorded in interest income in the condensed consolidated statements of operations. The carrying values of the money market funds and U.S. Treasury securities were $1.2 billion and $1.2 billion as of June 30, 2021 and December 31, 2020, respectively, which represent their fair values due to their short-term nature and are categorized as Level I within the fair value hierarchy. Substantially all of the Company’s cash on deposit is in interest bearing accounts with major financial institutions and exceed insured limits.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents includes cash held in reserve accounts used to make required payments in respect of the 2039 Senior Secured Guaranteed Notes. Restricted cash and cash equivalents also includes cash deposited at a bank, which is pledged as collateral in connection with leased premises.

Restricted cash and cash equivalents of Apollo Strategic Growth Capital (“APSG”), a consolidated SPAC, are held in a trust account and consist of U.S Treasury bills with original maturities of three months or less when purchased, that were purchased with funds raised through the initial public offering of the consolidated entity. The $0.8 billion in funds as of June 30, 2021 are restricted for use and may only be used for purposes of completing an initial business combination or redemption of public shares as set forth in APSG’s trust agreement. Restricted cash and cash equivalents of Apollo Strategic Growth Capital II (“APSG II”), a consolidated SPAC, are held in a trust account and include money market funds that were

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

purchased with funds raised through the initial public offering of the consolidated entity. The $0.7 billion in funds as of June 30, 2021 are restricted for use and may only be used for purposes of completing an initial business combination or redemption of public shares as set forth in APSG II’s trust agreement.

U.S. Treasury securities, at fair value

U.S. Treasury securities, at fair value includes U.S. Treasury bills with original maturities greater than three months when purchased. These securities are recorded at fair value. Interest income on such securities is separately presented from the overall change in fair value and is recognized in interest income in the condensed consolidated statements of operations. Any remaining change in fair value of such securities, that is not recognized as interest income, is recognized in net gains (losses) from investment activities in the condensed consolidated statements of operations.

Fair Value of Financial Instruments

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), the Company’s U.S. Treasury securities with original maturities greater than three months when purchased, 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.

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, financial instruments are generally recorded at fair value or at amounts whose carrying values approximate fair value. 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.

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 debt. 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.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

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 external 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.

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 principal investment income (loss) 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.

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 or financial liabilities of the consolidated CLOs, whichever are more observable.

Where financial assets are more observable, 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 nonfinancial 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.

Where financial liabilities are more observable, the financial liabilities of the consolidated CLOs are measured at fair value and the financial assets are measured in consolidation as: (i) the sum of the fair value of the financial liabilities, and the carrying value of any nonfinancial liabilities that are incidental to the operations of the CLOs less (ii) the carrying value of any nonfinancial assets that are incidental to the operations of the CLOs. The resulting amount is allocated to the individual financial assets using a reasonable and consistent methodology.

Under the measurement alternative, net income attributable to Apollo Global Management, Inc. 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.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

Certain consolidated VIEs have applied the fair value option for certain investments in private debt securities that otherwise would not have been carried at fair value with gains and losses in net income.

Deferred Revenue

Apollo records deferred revenue, which is a type of contract liability, when consideration is received in advance of management services provided.

Apollo also earns management fees subject to the Management Fee Offset (described below). 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 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. There was $23.5 million of revenue recognized during the six months ended June 30, 2021 that was previously deferred as of January 1, 2021.

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 cases where the limited partners of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract, and amortized over the life of the customer contract. Capitalized placement fees are recorded within other assets in the condensed consolidated statements of financial condition, while amortization is recorded within placement fees in the condensed consolidated statements of operations. 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.

Redeemable non-controlling interests

Redeemable non-controlling interests represent the shares issued by APSG and APSG II, the consolidated SPACs, that are redeemable for cash by the public shareholders in connection with the SPACs’ failure to complete a business combination or tender offer/stockholder approval provisions. The redeemable non-controlling interests are initially recorded at their original issue price, net of issuance costs and the initial fair value of separately traded warrants. The carrying amount is accreted to its redemption value over the period from the date of issuance to the earliest redemption date of the instrument. These increases are recorded against additional paid-in capital.

Revenues

The Company’s revenues are reported in four separate categories that include (i) management fees; (ii) advisory and transaction fees, net; (iii) investment income, which is comprised of performance allocations and principal investment income; and (iv) incentive fees.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

The revenue 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 revenue guidance, an entity may recognize variable consideration only to the extent that it is probable to not be significantly reversed. The revenue guidance also requires disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.

Performance allocations are accounted for under guidance applicable to equity method investments, and therefore not within the scope of the revenue guidance. The Company recognizes performance allocations within investment income along with the related principal investment income (as further described below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition.

Refer to disclosures below for additional information on each of the Company’s revenue streams.

Management Fees

Management fees are recognized over time during the periods in which the related services are performed in accordance with the contractual terms of the related agreement. Management fees are generally based on (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, Net

Advisory fees, including management consulting fees and directors’ fees, are generally recognized over time as the underlying services are provided in accordance with the contractual terms of the related agreement. The Company receives such fees in exchange for ongoing management consulting services provided to portfolio companies of funds it manages. Transaction fees, including structuring fees and arranging fees related to the Company’s funds, portfolio companies of funds and third parties are generally recognized at a point in time when the underlying services rendered are complete.

The amounts due from fund portfolio companies are recorded in due from related parties on the condensed consolidated statements of financial condition, which is discussed further in note 14. 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 are presented net of the Management Fee Offset in the condensed consolidated statements of operations.

Underwriting fees, which are also included within advisory and transaction fees, net, include gains, losses and fees, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at a point in time when the underwriting is completed. Underwriting fees recognized but not received are recorded in other assets on the condensed consolidated statements of financial condition.

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

Investment Income

Investment income is comprised of performance allocations and principal investment income.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

Performance Allocations

Performance allocations are a type of performance revenue (i.e., income earned based on the extent to which an entity’s performance exceeds predetermined thresholds). Performance allocations are generally structured from a legal standpoint as an allocation of capital in which the Company’s capital account receives allocations of the returns of an entity when those returns exceed predetermined thresholds. The determination of which performance revenues are considered performance allocations is primarily based on the terms of an agreement with the entity.

The Company recognizes performance allocations within investment income along with the related principal investment income (as described further below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition.

When applicable, the Company may record a general partner obligation to return previously distributed performance allocations. The general partner obligation is based upon an assumed liquidation of a fund’s net assets as of the reporting date and is reported within due to related parties on the condensed consolidated statements of financial condition. 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 or other governing document of the fund.

Principal Investment Income

Principal investment income includes the Company’s income or loss from equity method investments and certain other investments in entities in which the Company is generally eligible to receive performance allocations. Income from equity method investments includes the Company’s share of net income or loss generated from its investments, which are not consolidated, but in which the Company exerts significant influence.

Incentive Fees

Incentive fees are a type of performance revenue. Incentive fees differ from performance allocations in that incentive fees do not represent an allocation of capital but rather a contractual fee arrangement with the entity.

Incentive fees are considered a form of variable consideration as they are subject to clawback or reversal and therefore must be deferred until the fees are probable to not be significantly reversed. Accrued but unpaid incentive fees are reported within incentive fees receivable in the Company’s condensed consolidated statements of financial condition. The Company’s incentive fees primarily relate to the credit segment and are generally received from CLOs, managed accounts and AINV.

Compensation and Benefits

Salaries, Bonus and Benefits

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

Equity-Based Compensation

Equity-based awards granted to employees and non-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. In addition, certain restricted share units (“RSUs”) granted by the Company vest based on both continued service and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for such awards, if and when granted, will be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable. The Company accounts for forfeitures of equity-based awards when they occur.

Profit Sharing

Profit sharing expense and profit sharing payable primarily consist of a portion of performance revenues earned from certain funds that are allocated to employees and former employees. Profit sharing amounts are recognized as the related

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

performance revenues are earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in performance revenues that were previously recognized.

Profit sharing amounts are generally not paid until the related performance revenue is distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to its employees be used to purchase restricted Class A Common Stock issued under the Company’s Equity Plan. Prior to distribution of the performance revenue, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. Such equity-based awards are recorded as equity-based compensation expense over the relevant service period once granted.

Additionally, profit sharing amounts previously distributed may be subject to clawback from employees and former employees. 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 and former employees 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 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 or other governing document of the fund.

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 performance revenue earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements. The Company may also use dividends it receives from investments in MidCap, ARI and AINV to compensate employees. These amounts are recorded as profit sharing expense in the Company’s condensed consolidated statements of operations.

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. 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.

General, Administrative and Other

General, administrative and other primarily includes professional fees, occupancy, depreciation and amortization, travel, information technology and administration expenses.

Income Taxes

Effective September 5, 2019, Apollo Global Management, LLC converted from a Delaware limited liability company to a Delaware corporation named Apollo Global Management, Inc. Subsequent to the conversion, generally all of the income it earns from the Apollo Operating Group (“AOG”) entities is subject to U.S. corporate income taxes. Certain of the AOG entities operate as partnerships for U.S. income tax purposes and are subject to New York City unincorporated business taxes (“NYC UBT”). Certain non-U.S. entities are also subject to non-U.S. corporate income taxes.

Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties. The Company recognizes the tax benefit of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

of the position are recognized. The Company’s tax positions are reviewed and evaluated quarterly to determine whether the Company has uncertain tax positions that require financial statement recognition.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amount of assets and liabilities and their respective tax basis using currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period during which the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that all or a portion 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, Inc. include the ownership interest in the Apollo Operating Group held by Co-Founders and Contributing Partners through their limited partner interests in Holdings. Additionally, Athene holds Non-Controlling Interests in the Apollo Operating Group as a result of the Transaction Agreement. Non-Controlling Interests also include ownership interests in certain consolidated funds and VIEs.

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

Guarantees

See note 15 to the condensed consolidated financial statements for information related to our material guarantees.

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, performance allocations, incentive fees, contingent consideration obligation related to an acquisition, non-cash compensation, and fair value of investments and debt. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is unable to predict the adverse impact the COVID-19 pandemic will ultimately have. While such impact may change considerably over time, the estimates and assumptions affecting the Company’s condensed consolidated financial statements are based on information available as of June 30, 2021. Actual results could differ materially from those estimates.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued guidance intended to simplify the accounting for income taxes. The new guidance eliminates certain exceptions to the existing approach in ASC 740, and clarifies other guidance within the standard; it is effective for the Company on January 1, 2021. Based on the Company’s current application of ASC 740, the guidance did not have a material impact on the condensed consolidated financial statements of the Company.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

3. INVESTMENTS

The following table presents Apollo’s investments: 

	As of June 30, 2021		As of December 31, 2020
Investments, at fair value	$	3,681,955	$	2,360,434
Equity method investments	1,492,071		1,010,821
Performance allocations	2,736,493		1,624,156
Total Investments	$	7,910,519	$	4,995,411

Investments, at Fair Value

Investments, at fair value, consist of investments for which the fair value option has been elected and primarily include the Company’s investment in Athene Holding and investments in debt of unconsolidated CLOs. Changes in the fair value related to these investments are presented in net gains (losses) from investment activities except for certain investments for which the Company is entitled to receive performance allocations. For those investments, changes in fair value are presented in principal investment income.

The Company’s equity investment in Athene Holding, for which the fair value option was elected, met the significance criteria as defined by the SEC for the three and six months ended June 30, 2021 and 2020. As such, the following tables present summarized financial information of Athene Holding:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
	(in millions)
Statements of Operations
Revenues	$	6,423	$	4,398	$	10,814	$	2,849
Benefits and expenses	4,433		3,317		8,685		3,150
Income (loss) before income taxes	1,990		1,081		2,129		(301)
Income tax expense (benefit)	184		150		246		(16)
Net income (loss)	1,806		931		1,883		(285)
Less: Net income (loss) attributable to non-controlling interests	389		88		(148)		(81)
Net income (loss) available to Athene Holding Ltd. shareholders	$	1,417	$	843	$	2,031	$	(204)
Less: Preferred stock dividends	35		19		71		37
Net income (loss) available to Athene Holding Ltd. common shareholders	$	1,382	$	824	$	1,960	$	(241)

Net Gains (Losses) from Investment Activities

The following table presents the realized and net change in unrealized gains (losses) reported in net gains (losses) from investment activities: 

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Realized gains on sales of investments, net	$	1,192	$	70	$	1,193	$	1,877
Net change in unrealized gains (losses) due to changes in fair value	912,202		268,597		1,265,352		(997,761)
Net gains (losses) from investment activities	$	913,394	$	268,667	$	1,266,545	$	(995,884)

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

Equity Method Investments

Apollo’s equity method investments include its investments in the credit, private equity 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 in principal investment income in the condensed consolidated statements of operations.

Equity method investments consisted of the following:

	Equity Held as of
	June 30, 2021		(5)	December 31, 2020		(5)
Credit(1)(2)	$	472,320		$	258,952
Private Equity(3)	938,439			672,430
Real Assets	81,312			79,439
Total equity method investments(4)	$	1,492,071		$	1,010,821

(1)    The equity method investment in AINV was $39.7 million and $40.4 million as of June 30, 2021 and December 31, 2020, respectively. The value of the Company’s investment in AINV was $37.7 million and $30.8 million based on the quoted market price of AINV as of June 30, 2021 and December 31, 2020, respectively.

(2)    The equity method investment in VA Capital Company, LLC was $323.5 million and $113.5 million as of June 30, 2021 and December 31, 2020, respectively.

(3)    The equity method investment in Fund VIII was $318.4 million and $343.3 million as of June 30, 2021 and December 31, 2020, respectively, representing an ownership percentage of 2.2% and 2.2% as of June 30, 2021 and December 31, 2020, respectively. The equity method investment in Fund IX was $268.0 million and $134.4 million as of June 30, 2021 and December 31, 2020, respectively, representing an ownership percentage of 1.9% and 1.9% as of June 30, 2021 and December 31, 2020, 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 included are a quarter in arrears.

Performance Allocations

Performance allocations receivable recorded within investments in the condensed consolidated statements of financial condition from credit, private equity and real assets funds consisted of the following: 

	As of June 30, 2021		As of December 31, 2020
Credit	$	484,010	$	465,153
Private Equity	2,100,537		1,040,827
Real Assets	151,946		118,176
Total performance allocations	$	2,736,493	$	1,624,156

The table below provides a roll forward of the performance allocations balance:

	Credit		Private Equity		Real Assets		Total
Performance allocations, January 1, 2021	$	465,153	$	1,040,827	$	118,176	$	1,624,156
Change in fair value of funds	273,442		1,522,069		58,486		1,853,997
Fund distributions to the Company	(254,585)		(462,359)		(24,716)		(741,660)
Performance allocations, June 30, 2021	$	484,010	$	2,100,537	$	151,946	$	2,736,493

The change in fair value of funds excludes the general partner obligation to return previously distributed performance allocations, which is recorded in due to related parties in the condensed consolidated statements of financial condition. See note 14 for further disclosure regarding the general partner obligation.

The timing of the payment of performance allocations due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, performance allocations with respect to the private equity funds and certain credit and real assets funds are payable and are 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.

-29-

APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

4. PROFIT SHARING PAYABLE

Profit sharing payable consisted of the following:

	As of June 30, 2021		As of December 31, 2020
Credit	$	435,211	$	356,375
Private Equity	1,009,378		422,079
Real Assets	77,317		64,223
Total profit sharing payable	$	1,521,906	$	842,677

The table below provides a roll-forward of the profit sharing payable balance:

	Credit		Private Equity		Real Assets		Total
Profit sharing payable, January 1, 2021	$	356,375	$	422,079	$	64,223	$	842,677
Profit sharing expense	189,553		740,289		30,415		960,257
Payments/other	(110,717)		(152,990)		(17,321)		(281,028)
Profit sharing payable, June 30, 2021	$	435,211	$	1,009,378	$	77,317	$	1,521,906

     Profit sharing expense includes (i) changes in amounts payable to employees and former employees entitled to a share of performance revenues in Apollo’s funds and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain Apollo acquisitions. Profit sharing expense excludes the potential return of profit sharing distributions that would be due if certain funds were liquidated, which is recorded in due from related parties in the condensed consolidated statements of financial condition. See note 14 for further disclosure regarding the potential return of profit sharing distributions.

As discussed in note 2, under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to its employees be used to purchase restricted shares of Class A Common Stock issued under its Equity Plan. Prior to distribution of the performance revenues, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. See note 7 for further disclosure regarding deferred equity-based compensation.

5. 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.

Consolidated Variable Interest Entities

As noted further in note 14, Apollo purchased a 17% incremental equity ownership stake in Athene on February 28, 2020, bringing Apollo’s beneficial ownership in Athene to approximately 28.4% as of June 30, 2021. This has resulted in Apollo’s indirect ownership through Athene in several VIEs being considered significant and therefore Apollo has consolidated the financial positions and results of operations of such VIEs given that the Company also has the power to direct the activities that most significantly impact the economic performance of these VIEs.

Consolidated VIEs include certain CLOs as well as certain funds managed by the Company. Through its role as collateral manager, investment manager or general partner of these VIEs, the Company has the power to direct the activities that most significantly impact the economic performance of these VIEs. In addition, the Company’s combined interests in these VIEs are significant. The assets are not available to creditors of the Company, and the investors in these consolidated VIEs have no recourse against the assets of the Company. There is no recourse to the Company for the consolidated VIEs’ liabilities.

The Company measures the fair value of the financial assets and the financial liabilities of the CLOs using the fair value of either the financial assets or financial liabilities, whichever is more observable (see note 2 for further discussion). 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. Other assets include amounts due from

-30-

APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

brokers and interest receivables. Other liabilities include payables for securities purchased, which represent open trades within the consolidated CLOs and primarily relate to corporate loans that are expected to settle within 60 days.

The consolidated funds managed by the Company are investment companies and their investments, which include equity securities as well as debt securities, are held at fair value. Other assets of the consolidated funds include interest receivables and receivables from affiliates. Other liabilities include debt held at amortized cost as well as short-term payables.

Included within liabilities of the consolidated VIEs are notes payable related to certain funds managed by the Company. Each series of notes in a respective consolidated VIE participates in distributions from the VIE, including principal and interest from underlying investments, in accordance with the terms of the note series. Amounts allocated to the noteholders reflect amounts that would be distributed if the VIE’s affairs were wound up and its assets sold for cash equal to their respective carrying values, its liabilities satisfied in accordance with their terms, and all the remaining amounts distributed to the noteholders. The respective VIEs that issue the notes payable are marked at their prevailing net asset value, which approximates fair value.

Results from certain funds managed by the Company are reported on a three month lag based upon the availability of financial information.

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

The following table presents net gains from investment activities of the consolidated VIEs:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021		(1)	2020		(1)	2021		(1)	2020		(1)
Net gains (losses) from investment activities	$	51,173		$	478,480		$	355,574		$	(500,744)
Net gains (losses) from debt	(2,519)			(353,182)			(11,527)			181,269
Interest and other income	228,420			84,609			362,758			236,051
Interest and other expenses	(131,671)			(152,045)			(448,808)			(24,634)
Net gains (losses) from investment activities of consolidated variable interest entities	$	145,403		$	57,862		$	257,997		$	(108,058)

(1)Amounts reflect consolidation eliminations.

Senior Secured Notes, Subordinated Notes and Secured Borrowings

Included within debt, at fair value and other liabilities are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of those amounts:

	As of June 30, 2021						As of December 31, 2020
	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)	$	4,851,818	1.98	%		12.9	$	5,350,198	2.10	%		6.0
Subordinated Notes(2)	3,453,339		5.03	%	(1)	32	3,389,375		5.08	%	(1)	21.1
Secured Borrowings(2)(3)	109,606		2.18	%		0.4	236,698		2.41	%		0.3
Total	$	8,414,763					$	8,976,271

(1)As of June 30, 2021 and December 31, 2020, $0.7 billion and $0.6 billion, respectively, of the principal outstanding balance of the subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.

(2)The notes and borrowings of the consolidated VIEs are collateralized by assets held by each respective vehicle and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. As of June 30, 2021 and December 31, 2020, the fair value of these consolidated VIEs’ assets were $9.1 billion and $9.6 billion, respectively.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

(3)As of June 30, 2021 and December 31, 2020, secured borrowings consist of consolidated VIEs’ obligations through a repurchase agreement redeemable at maturity with third party lenders. The fair value of the secured borrowings as of June 30, 2021 and December 31, 2020 approximates principal outstanding due to the short term nature of the borrowings. These secured borrowings are classified as a Level III liability within the fair value hierarchy.

The consolidated VIEs’ debt obligations contain various customary loan covenants. As of June 30, 2021, the Company was not aware of any instances of non-compliance with any of these covenants.

As of June 30, 2021, except for the secured borrowings, the contractual maturities for debt of the consolidated VIEs are greater than 10 years.

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. In addition, the table presents the maximum exposure to losses relating to these VIEs.

	As of June 30, 2021		(2)	As of December 31, 2020
Assets:
Cash	$	299,882		$	354,109
Investments	4,153,458			4,154,057
Receivables	68,564			34,800
Total Assets	$	4,521,904		$	4,542,966
Liabilities:
Debt and other payables	$	1,315,315		$	1,229,345
Total Liabilities	$	1,315,315		$	1,229,345
Apollo Exposure(1)	$	157,106		$	155,273

(1)Represents Apollo’s direct investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative performance allocations are subject to reversal in the event of future losses, as discussed in note 15.

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

-32-

APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

6. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

The following tables summarize the Company’s financial assets and financial liabilities recorded at fair value by fair value hierarchy level:

	As of June 30, 2021
	Level I		Level II		Level III			Total		Cost
Assets
U.S. Treasury securities, at fair value	$	1,492,112	$	—	$	—		$	1,492,112	$	1,492,104
Investments, at fair value:
Investment in Athene Holding	—		3,208,968		—			3,208,968		2,092,247
Other investments	37,365		45,835		389,787		(1)	472,987		391,178
Total investments, at fair value	37,365		3,254,803		389,787			3,681,955		2,483,425
Investments of VIEs, at fair value	5,321		1,534,816		11,877,952			13,418,089
Investments of VIEs, valued using NAV	—		—		—			241,542
Total investments of VIEs, at fair value	5,321		1,534,816		11,877,952			13,659,631
Total Assets	$	1,534,798	$	4,789,619	$	12,267,739		$	18,833,698
Liabilities
Debt of VIEs, at fair value	$	—	$	893,650	$	7,183,638		$	8,077,288
Other liabilities of VIEs, at fair value	—		4,060		22,536			26,596
Contingent consideration obligations(3)	—		—		128,984			128,984
Other liabilities(4)	51,389		—		—			51,389
Total Liabilities	$	51,389	$	897,710	$	7,335,158		$	8,284,257

	As of December 31, 2020
	Level I		Level II		Level III			Total		Cost
Assets
U.S. Treasury securities, at fair value	$	1,816,958	$	—	$	—		$	1,816,958	$	1,816,635
Investments, at fair value:
Investment in Athene Holding	—		1,942,574		—			1,942,574		2,092,247
Other investments	—		48,088		369,772		(1)	417,860		354,010
Total investments, at fair value	—		1,990,662		369,772			2,360,434		2,446,257
Investments of VIEs, at fair value	2,558		2,140,135		10,962,980			13,105,673
Investments of VIEs, valued using NAV	—		—		—			210,343
Total investments of VIEs, at fair value	2,558		2,140,135		10,962,980			13,316,016
Derivative assets(2)	—		17		—			17
Total Assets	$	1,819,516	$	4,130,814	$	11,332,752		$	17,493,425
Liabilities
Debt of VIEs, at fair value	$	—	$	1,580,097	$	7,080,418		$	8,660,515
Other liabilities of VIEs, at fair value	—		3,874		20,202			24,076
Contingent consideration obligations(3)	—		—		119,788			119,788
Derivative liabilities(2)	—		100		—			100
Total Liabilities	$	—	$	1,584,071	$	7,220,408		$	8,804,479

(1)    Other investments as of June 30, 2021 and December 31, 2020 excludes $93.3 million and $44.4 million, respectively, of performance allocations classified as Level III related to certain investments for which the Company has elected the fair value option. The Company’s policy is to account for performance allocations as investments.

(2)    Derivative assets and derivative liabilities are presented as a component of Other assets and Other liabilities, respectively, in the condensed consolidated statements of financial condition.

(3)    Profit sharing payable includes contingent obligations classified as Level III.

(4)    Other liabilities includes the publicly traded warrants of APSG and APSG II.

-33-

APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

The following tables summarize the changes 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, 2021
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	381,277	$	11,947,443	$	12,328,720
Transfer out due to deconsolidation	—		(229,717)		(229,717)
Purchases	—		692,073		692,073
Sales of investments/distributions	(3,235)		(557,994)		(561,229)
Net realized gains	3		7,087		7,090
Changes in net unrealized gains	9,137		19,746		28,883
Cumulative translation adjustment	2,605		4,807		7,412
Transfer into Level III(1)	—		7,219		7,219
Transfer out of Level III(1)	—		(12,712)		(12,712)
Balance, End of Period	$	389,787	$	11,877,952	$	12,267,739
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date	$	9,137	$	—	$	9,137
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		66,050		66,050

	For the Three Months Ended June 30, 2020
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	118,112	$	7,640,903	$	7,759,015
Purchases	128,551		530,348		658,899
Sale of investments/distributions	(966)		(154,724)		(155,690)
Settlements	—		(252,776)		(252,776)
Net realized gains	966		1,355		2,321
Changes in net unrealized gains	16,443		308,146		324,589
Cumulative translation adjustment	4,521		7,637		12,158
Transfer into Level III(1)	—		1,706		1,706
Transfer out of Level III(1)	(274)		(67,015)		(67,289)
Balance, End of Period	$	267,353	$	8,015,580	$	8,282,933
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date	$	16,442	$	—	$	16,442
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		70,639		70,639

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

	For the Six Months Ended June 30, 2021
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	369,772	$	10,962,980	$	11,332,752
Transfer out due to deconsolidation	—		(229,717)		(229,717)
Purchases	—		1,682,423		1,682,423
Sale of investments/distributions	(3,235)		(805,933)		(809,168)
Net realized gains	1,068		12,975		14,043
Changes in net unrealized gains	29,116		332,147		361,263
Cumulative translation adjustment	(7,640)		(14,248)		(21,888)
Transfer into Level III(1)	706		9,885		10,591
Transfer out of Level III(1)	—		(72,560)		(72,560)
Balance, End of Period	$	389,787	$	11,877,952	$	12,267,739
Change in net unrealized gains included in principal investment income related to investments still held at reporting date	$	29,116	$	—	$	29,116
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		198,957		198,957

	For the Six Months Ended June 30, 2020
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	113,410	$	321,069	$	434,479
Transfer in due to consolidation	—		7,794,128		7,794,128
Purchases	159,955		859,580		1,019,535
Sale of investments/distributions	(9,378)		(183,877)		(193,255)
Settlements	—		(437,948)		(437,948)
Net realized gains	1,751		121		1,872
Changes in net unrealized losses	(1,181)		(334,556)		(335,737)
Cumulative translation adjustment	3,070		(3,784)		(714)
Transfer into Level III(1)	—		70,636		70,636
Transfer out of Level III(1)	(274)		(69,789)		(70,063)
Balance, End of Period	$	267,353	$	8,015,580	$	8,282,933
Change in net unrealized losses included in principal investment income related to investments still held at reporting date	$	(1,181)	$	—	$	(1,181)
Change in net unrealized losses included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		(47,303)		(47,303)

(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 external pricing services.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

(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, 2021
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	113,222	$	7,317,250	$	7,430,472
Issuances	—		101,871		101,871
Repayments	(792)		(227,251)		(228,043)
Net realized losses	—		10,239		10,239
Changes in net unrealized (gains) losses(1)	16,554		(8,346)		8,208
Cumulative translation adjustment	—		12,214		12,214
Transfer into Level III(2)	—		197		197
Balance, End of Period	$	128,984	$	7,206,174	$	7,335,158
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	(5,559)	$	(5,559)

	For the Three Months Ended June 30, 2020
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	76,700	$	3,795,866	$	3,872,566
Issuances	—		213,828		213,828
Repayments	(219)		(18,750)		(18,969)
Net realized losses	—		3,459		3,459
Changes in net unrealized losses(1)	22,616		255,950		278,566
Cumulative translation adjustment	—		8,394		8,394
Balance, End of Period	$	99,097	$	4,258,747	$	4,357,844
Change in net unrealized losses included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	172,730	$	172,730

	For the Six Months Ended June 30, 2021
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	119,788	$	7,100,620	$	7,220,408
Issuances	—		311,408		311,408
Repayments	(13,114)		(271,904)		(285,018)
Net realized losses	—		10,730		10,730
Changes in net unrealized losses(1)	22,310		69,146		91,456
Cumulative translation adjustment	—		(14,023)		(14,023)
Transfer into Level III(2)	—		197		197
Balance, End of Period	$	128,984	$	7,206,174	$	7,335,158
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	(58,909)	$	(58,909)

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

	For the Six Months Ended June 30, 2020
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	112,514	$	—	$	112,514
Transfer in due to consolidation	—		4,291,286		4,291,286
Issuances	—		302,928		302,928
Repayments	(12,870)		(198,750)		(211,620)
Net realized losses	—		3,459		3,459
Changes in net unrealized gains(1)	(547)		(142,043)		(142,590)
Cumulative translation adjustment	—		1,867		1,867
Balance, End of Period	$	99,097	$	4,258,747	$	4,357,844
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	(225,263)	$	(225,263)

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

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

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

(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, 2021
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average (1)
Financial Assets
Other investments	$	263,237	Embedded value	N/A	N/A	N/A
	118,178		Discounted cash flow	Discount rate	16.0% - 47.5%	23.0%
	8,372		Third party pricing	N/A	N/A	N/A
Investments of consolidated VIEs:
Equity securities	4,222,903		Discounted cash flow	Discount rate	3.1% - 23.0%	10.1%
			Discounted cash flow	Disposition timeline	10 - 52 months	26.8
			Discounted cash flow	2 year home price index forecast	(10.7%) - 17.6%	4.0%
			Dividend discount model	Discount rate	13.9%	13.9%
			Market comparable companies	P/E multiple	10.4x	10.4x
			Market comparable companies	TBV multiple	0.61x	0.61x
			Adjusted transaction value	Purchase multiple	1.25x	1.25x
			Adjusted transaction value	N/A	N/A	N/A
			Guideline public company	NTAV multiple	1.25x	1.25x
			Guideline public company	TEV/EBITDA	5.5x - 8.0x	7.6x
			Third Party Pricing	N/A	N/A	N/A
Bank loans	3,928,257		Discounted cash flow	Discount rate	1.8% - 15.6%	4.1%
			Adjusted transaction value	N/A	N/A	N/A
			Third party pricing	N/A	N/A	N/A
Profit participating notes	2,638,732		Discounted cash flow	Discount rate	8.7% - 12.5%	12.4%
			Adjusted transaction value	N/A	N/A	N/A
Real estate	454,220		Discounted cash flow	Capitalization rate	4.5% - 6.0%	5.7%
			Discounted cash flow	Discount rate	7.0% - 12.5%	8.3%
			Discounted cash flow	Terminal capitalization rate	8.3%	8.3%
			Direct capitalization	Capitalization rate	5.5% - 8.5%	6.4%
			Direct capitalization	Terminal capitalization rate	6.3% - 12.0%	7.1%
			Adjusted transaction value	N/A	N/A	N/A
Bonds	118,160		Discounted cash flow	Discount rate	4.5% - 7.2%	6.5%
			Third party pricing	N/A	N/A	N/A
Convertible securities	26,142		Dividend discount model	Discount rate	13.9%	13.9%
			Market comparable companies	P/E multiple	10.0x	10.0x
			Market comparable companies	TBV multiple	0.61x	0.61x
Warrants	3,380		Option model	Volatility	35.0% - 60.4%	47.9%
Other equity investments	486,158		Third party pricing	N/A	N/A	N/A
			Adjusted transaction value	Discount rate	8.5% - 12.5%	10.5%
			Adjusted transaction value	N/A	N/A	N/A
Total Investments of Consolidated VIEs	11,877,952
Total Financial Assets	$	12,267,739
Financial Liabilities
Liabilities of Consolidated VIEs:
Secured loans	$	4,013,342	Discounted cash flow	Discount rate	1.4% - 9.6%	2.6%
Subordinated notes	3,148,942		Discounted cash flow	Discount rate	4.5% - 11.5%	5.7%
Participating equity	21,354		Discounted cash flow	Discount rate	15.0%	15.0%
Other liabilities	22,536		Discounted cash flow	Discount rate	2.2% - 9.1%	5.9%
			Third party pricing	N/A	N/A	N/A
Total liabilities of Consolidated VIEs:	7,206,174
Contingent Consideration Obligation	128,984		Discounted cash flow	Discount rate	18.5%	18.5%
Total Financial Liabilities	$	7,335,158

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

	As of December 31, 2020
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average (1)
Financial Assets
Other investments	$	254,655	Embedded value	N/A	N/A	N/A
	107,652		Discounted cash flow	Discount rate	16% - 47.5%	23.4%
	7,465		Third party pricing	N/A	N/A	N/A
Investments of consolidated VIEs:
Equity securities	4,339,244		Discounted cash flow	Discount rate	4.4% - 15.6%	7.2%
			Discounted cash flow	Disposition timeline	8 - 52 months	28.8
			Discounted cash flow	2 year home price index forecast	(14%) - 9.6%	(2.5%)
			Dividend discount model	Discount rate	9.7% - 13.8%	11.2%
			Market comparable companies	NTAV multiple	1.2x	1.2x
			Market comparable companies	P/E multiple	9.8x	9.8x
			Market comparable companies	TBV multiple	0.56x	0.56x
			Adjusted transaction value	Purchase multiple	1.1x	1.1x
			Adjusted transaction value	N/A	N/A	N/A
Bank loans	3,501,384		Discounted cash flow	Discount rate	1.8% - 27.0%	3.4%
			Recoverability	Recoverability rate	14.0% - 75.0%	57.8%
			Third party pricing	N/A	N/A	N/A
Profit participating notes	2,577,596		Discounted cash flow	Discount rate	7.5% - 15.0%	14.6%
Real estate	422,123		Discounted cash flow	Capitalization rate	5.8% - 6.0%	5.8%
			Discounted cash flow	Discount rate	6.3% - 12.5%	8.4%
			Discounted cash flow	Terminal capitalization rate	8.3%	8.3%
			Direct capitalization	Capitalization rate	5.5% - 8.5%	6.6%
			Direct capitalization	Terminal capitalization rate	5.8% - 12%	7.6%
Bonds	97,209		Discounted cash flow	Discount rate	5.5% - 7.0%	6.5%
			Third party pricing	N/A	N/A	N/A
Convertible securities	16,581		Discounted cash flow	Discount rate	12.4%	12.4%
			Dividend discount model	Discount rate	13.8%	13.8%
			Market comparable companies	P/E multiple	9.8x	9.8x
			Market comparable companies	TBV multiple	0.56x	0.56x
Warrants	2,676		Option model	Volatility	50.0% - 64.4%	53.1%
Other equity investments	6,167		Third party pricing	N/A	N/A	N/A
Total Investments of Consolidated VIEs	10,962,980
Total Financial Assets	$	11,332,752
Financial Liabilities
Liabilities of Consolidated VIEs:
Secured loans	$	3,822,475	Discounted cash flow	Discount rate	1.8% - 9.3%	2.7%
Subordinated notes	3,044,437		Discounted cash flow	Discount rate	7.7% - 14.0%	9.9%
			Adjusted transaction value	N/A	N/A	N/A
Preferred equity	213,506		Discounted cash flow	Discount rate	15%	15%
Other liabilities	20,202		Discounted cash flow	Discount rate	1.8% - 7.9%	5.7%
			Adjusted transaction value	N/A	N/A	N/A
			Third party pricing	N/A	N/A	N/A
Total liabilities of Consolidated VIEs:	7,100,620
Contingent Consideration Obligation	119,788		Discounted cash flow	Discount rate	17.5%	17.5%
Total Financial Liabilities	$	7,220,408

N/A        Not applicable

EBITDA        Earnings before interest, taxes, depreciation, and amortization

NTAV        Net tangible asset value

P/E        Price-to-Earnings

TBV        Total book value

TEV        Total enterprise value

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

(1)      Unobservable inputs were weighted based on the fair value of the investments included in the range.

Fair Value Measurement of Investment in Athene Holding

As of June 30, 2021, the fair value of Apollo’s Level II investment in Athene Holding was estimated using the closing market price of Athene Holding shares of $67.50 less a DLOM of 12.9%. The DLOM was derived based on the average remaining lock up restrictions on the shares of Athene Holding held by Apollo (36 months from the closing date of the transactions contemplated by the Transaction Agreement) and the estimated volatility in such shares of Athene Holding. The historical share price volatility of a representative set of Athene Holding’s publicly traded insurance peers was calculated over a three year period equivalent to the 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. As of December 31, 2020, the fair value of Apollo’s Level II investment in Athene Holding was estimated using the closing market price of Athene Holding shares of $43.14 less a DLOM of 17.5%.

Discounted Cash Flow Model

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 and the contingent consideration obligations; conversely decreases in the discount rate can significantly increase the fair value of an investment and the contingent consideration obligations.

Consolidated VIEs

Investments

The significant unobservable inputs used in the fair value measurement of the equity securities include the discount rate applied, purchase multiple, price-to-earnings multiple, total book value multiple and net tangible asset value in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks.

The significant unobservable inputs used in the fair value measurement of bank loans are discount rates and recoverability percentage. Significant increases (decreases) in any discount rates would result in a significantly lower (higher) fair value measurement.

The significant unobservable inputs used in the fair value measurement of bonds and profit participating notes are discount rates. Significant increases (decreases) in discount rates would result in a significantly lower (higher) fair value measurements.

The significant unobservable inputs used in the fair value measurement of real estate are discount rates and capitalization rates. Significant increases (decreases) in any discount rates or capitalization rates in isolation would result in a significantly lower (higher) fair value measurement.

The significant unobservable inputs used in the fair value measurement of convertible securities are discount rates, price-to-earnings multiple and total book value multiple. Significant increases (decreases) in any discount rates would result in a significantly lower (higher) fair value measurement.

The significant unobservable inputs used in the fair value measurement of warrants are volatility rates. Significant increases (decreases) in volatility rates would result in a significantly higher (lower) fair value measurement.

Certain investments are valued using the NAV per share equivalent calculated by the investment manager as a practical expedient to determining an independent fair value.

Liabilities

The debt obligations of certain consolidated VIEs, that are CLOs, were measured on the basis of the fair value of the financial assets of those CLOs as the financial assets were determined to be more observable and, as a result, categorized as Level II in the fair value hierarchy.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

The significant unobservable inputs used in the fair value measurement of the Company’s liabilities of consolidated VIEs are discount rates. Significant increases (decreases) in discount rates would result in a significantly lower (higher) fair value measurement.

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. The discount rate was based on the hypothetical cost of equity in connection with the acquisition of Stone Tower. See note 15 for further discussion of the contingent consideration obligations.

Valuation of Underlying Investments of Equity Method Investees

As discussed previously, the underlying entities that the Company manages and invests in are primarily investment companies which account for their investments at estimated fair value.

On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles managed by the Company, a review is performed by an independent board of directors. The Company also retains external 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 external 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.

    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, if available, 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 described below. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

    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;

-41-

APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

(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, Apollo reviews certain aspects of the subject company’s performance and determines how its performance compares to the group and to certain individuals in the group. Apollo compares certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios and growth opportunities. In addition, Apollo compares the 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, Apollo relies 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.

Debt 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 hybrid capital investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

The 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.

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 credit, private equity, 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 the period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

are settled. Total return swap and credit default swap contracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.

7. OTHER ASSETS

Other assets consisted of the following:

	As of June 30, 2021		As of December 31, 2020
Fixed assets	$	203,154	$	191,853
Less: Accumulated depreciation and amortization	(119,904)		(111,821)
Fixed assets, net	83,250		80,032
Deferred equity-based compensation(1)	239,946		137,777
Prepaid expenses	68,161		46,639
Intangible assets, net	20,584		23,586
Tax receivables	27,716		42,979
Other	54,798		33,950
Total Other Assets	$	494,455	$	364,963

(1)Deferred equity-based compensation relates to the value of equity-based awards that have been or are expected to be granted in connection with the settlement of certain profit sharing arrangements. A corresponding amount for awards expected to be granted of $224.4 million and $114.6 million, as of June 30, 2021 and December 31, 2020, respectively, is included in other liabilities on the condensed consolidated statements of financial condition.

Depreciation expense was $4.3 million and $2.3 million for the three months ended June 30, 2021 and 2020, respectively, and $8.3 million and $4.9 million for the six months ended June 30, 2021 and 2020, respectively, and is presented as a component of general, administrative and other expense in the condensed consolidated statements of operations.

8. LEASES

Apollo has operating leases for office space, data centers, and certain equipment under various lease agreements.

The table below presents operating lease expenses:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Operating lease cost	$	12,529	$	13,617	$	23,013	$	25,979

The following table presents supplemental cash flow information related to operating leases:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Operating cash flows for operating leases	$	4,939	$	3,307	$	12,494	$	13,956

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

As of June 30, 2021, the Company’s total lease payments by maturity are presented in the following table:

	Operating Lease Payments
Remaining 2021	$	23,251
2022	45,662
2023	41,125
2024	37,453
2025	35,160
Thereafter	313,404
Total lease payments	$	496,055
Less imputed interest	(86,125)
Present value of lease payments	$	409,930

The Company has undiscounted future operating lease payments of $160.4 million related to leases that have not commenced that were entered into as of June 30, 2021. Such lease payments are not yet included in the table above or the Company’s condensed consolidated statements of financial condition as lease assets and lease liabilities. These operating leases are anticipated to commence by 2022 with lease terms of approximately 16 years.

Supplemental information related to leases is as follows:

	As of June 30, 2021		As of June 30, 2020
Weighted average remaining lease term (in years)	13.6		13.9
Weighted average discount rate	3.0	%	3.1	%

9. INCOME TAXES

The Company’s income tax (provision) benefit totaled $(194.1) million and $(140.3) million for the three months ended June 30, 2021 and 2020, respectively, and $(397.3) million and $155.5 million for the six months ended June 30, 2021 and 2020, respectively. The Company’s effective tax rate was approximately 11.4% and 12.3% for the three months ended June 30, 2021 and 2020, respectively, and 11.6% and 10.8% for the six months ended June 30, 2021 and 2020, 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 resolution 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 material 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 primary jurisdictions in which the Company operates are the United States and the United Kingdom. There are no unremitted earnings with respect to the United Kingdom and other foreign entities.

In the normal course of business, the Company is subject to examination by federal, state, local and foreign tax authorities. As of June 30, 2021, the Company’s U.S. federal, state, local and foreign income tax returns for the years 2017 through 2019 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax return of a subsidiary for the 2011 tax year. The State and City of New York are examining certain subsidiaries’ tax returns for tax years 2011 to 2018. The United Kingdom and India tax authorities are currently examining certain subsidiaries’ tax returns for tax year 2017. No provisions with respect to these examinations have been recorded.

The Company records deferred tax assets as a result of the step-up in the tax basis of assets and intangibles resulting from exchanges of AOG Units for Class A Common Stock by the Co-Founders and Contributing Partners. A related liability is 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 Co-Founders, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 14). The benefit the Company obtains

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

from the difference in the tax asset recognized and the related liability results in an increase to additional paid in capital. The amortization period for the portion of the increase in tax basis related to intangibles is 15 years. The realization of the remaining portion of the increase in tax basis relates to the disposition of the underlying assets to which the step-up is attributed. The associated deferred tax assets reverse at the time of the corresponding asset disposition.

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 Common Stock.

Exchange of AOG Units for Class A Common Stock	Increase in Deferred Tax Asset		Increase in Tax Receivable Agreement Liability		Increase to Additional Paid In Capital
For the Six Months Ended June 30, 2021	$	45,479	$	38,229	$	7,250
For the Six Months Ended June 30, 2020	$	76,580	$	62,531	$	14,049

On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act is an emergency economic stimulus package in response to the coronavirus outbreak which, among other things, contains numerous income tax provisions. The provisions of the CARES Act have not had a material impact on the Company’s condensed consolidated financial statements or related disclosures.

10. DEBT

Debt consisted of the following:

	As of June 30, 2021							As of December 31, 2020
	Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate		Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate
2024 Senior Notes(1)	$	498,143	$	545,437	(4)	4.00	%	$	497,817	$	553,633	(4)	4.00	%
2026 Senior Notes(1)	497,473		568,433		(4)	4.40		497,217		581,898		(4)	4.40
2029 Senior Notes(1)	674,772		790,973		(4)	4.87		674,757		804,768		(4)	4.87
2030 Senior Notes(1)	494,630		508,997		(4)	2.65		494,375		513,362		(4)	2.65
2039 Senior Secured Guaranteed Notes(1)	317,514		371,705		(5)	4.77		317,042		376,472		(5)	4.77
2048 Senior Notes(1)	296,695		385,876		(4)	5.00		296,633		379,953		(4)	5.00
2050 Subordinated Notes(1)	296,616		312,000		(4)	4.95		296,557		307,500		(4)	4.95
Secured Borrowing I(2)	18,952		18,942		(3)	1.84		19,526		19,527		(3)	1.84
Secured Borrowing II(2)	20,157		20,148		(3)	1.70		20,767		20,773		(3)	1.71
2016 AMI Term Facility I(2)	20,002		20,002		(3)	1.30		20,608		20,608		(3)	1.30
2016 AMI Term Facility II(2)	19,335		19,335		(3)	1.40		19,922		19,922		(3)	1.40
Total Debt	$	3,154,289	$	3,561,848				$	3,155,221	$	3,598,416

(1)Includes amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs:

	As of June 30, 2021		As of December 31, 2020
2024 Senior Notes	$	1,565	$	1,841
2026 Senior Notes	2,310		2,545
2029 Senior Notes	4,958		5,282
2030 Senior Notes	4,049		4,231
2039 Senior Secured Guaranteed Notes	7,486		7,958
2048 Senior Notes	3,016		3,073
2050 Subordinated Notes	3,384		3,443
Total	$	26,768	$	28,373

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

(2)Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into several credit facilities (collectively referred to as the “AMI Facilities”) to fund the Company’s investment in certain European CLOs it manages:

Facility	Date	Loan Amount
Secured Borrowing I	December 19, 2019	€	15,984
Secured Borrowing II	March 5, 2020	€	17,000
2016 AMI Term Facility I	January 18, 2016	€	16,870
2016 AMI Term Facility II	June 22, 2016	€	16,308

The Secured Borrowings consist of obligations through repurchase agreements redeemable at maturity with third party lenders. The weighted average remaining maturity of Secured Borrowing I and II is 10.2 years.

(3)Fair value is based on obtained broker quotes. These notes are 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 external 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. These notes are 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 external pricing services.

(5)Fair value is based on a discounted cash flow method. These notes are classified as a Level III liability within the fair value hierarchy.

AMH Credit Facility—On November 23, 2020, AMH as borrower (the “Borrower”) entered into a new credit agreement (the “AMH Credit Facility”) with the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent for the lenders. The AMH Credit Facility refinanced the 2018 AMH Credit Facility listed below. The AMH Credit Facility provides for a $750 million revolving credit facility to the Borrower with a final maturity date of November 23, 2025. The AMH Credit Facility is to remain available until its maturity, and any undrawn revolving commitments bear a commitment fee. The interest rate on the AMH Credit Facility is based on adjusted London Inter-Bank Offered Rate (“LIBOR”) and the applicable margin as of June 30, 2021 was 1.00%. The commitment fee on the $750 million undrawn AMH Credit Facility as of June 30, 2021 was 0.09%.

Borrowings under the AMH Credit Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. The Borrower may incur incremental facilities in respect of the AMH Credit Facility in an aggregate amount not to exceed $250 million plus additional amounts so long as the Borrower is in compliance with a net leverage ratio not to exceed 4.00 to 1.00. As of June 30, 2021, the AMH Credit Facility was undrawn.

2018 AMH Credit Facility—On July 11, 2018, AMH as borrower (the “Borrower”) entered into a credit agreement (the “2018 AMH Credit Facility”) with the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent for the lenders. The AMH Credit Facility refinanced the 2018 AMH Credit Facility at substantially the same terms. The 2018 AMH Credit Facility and all related loan documents were terminated as of November 23, 2020.

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 is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2024 Senior Notes. The Company is obligated to settle the 2024 Senior Notes for the face amount of $500 million.

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 is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2026 Senior Notes. The Company is obligated to settle the 2026 Senior Notes for the face amount of $500 million.

2029 Senior Notes—On February 7, 2019, AMH issued $550 million in aggregate principal amount of its 4.872% Senior Notes due 2029, at an issue price of 99.999% of par. On June 11, 2019, AMH issued an additional $125 million in aggregate principal amount of its 4.872% Senior Notes due 2029 (the “Additional Notes”), at an issue price of 104.812% of par. The Additional Notes constitute a single class of securities with the previously issued senior notes due 2029 (collectively, the “2029 Senior Notes”). Interest on the 2029 Senior Notes is payable semi-annually in arrears on February 15 and August 15 of each year. The 2029 Senior Notes will mature on February 15, 2029. The discount is amortized into interest expense on the

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

condensed consolidated statements of operations over the term of the 2029 Senior Notes. The Company is obligated to settle the 2029 Senior Notes for the face amount of $675 million.

2030 Senior Notes—On June 5, 2020, AMH issued $500 million in aggregate principal amount of its 2.65% Senior Notes due 2030 (the “2030 Senior Notes”), at an issue price of 99.704% of par. Interest on the 2030 Senior Notes is payable semi-annually in arrears on June 5 and December 5 of each year. The 2030 Senior Notes will mature on June 5, 2030. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2030 Senior Notes. The Company is obligated to settle the 2030 Senior Notes for the face amount of $500 million.

2039 Senior Secured Guaranteed Notes—On June 10, 2019, APH Finance 1, LLC (the “Issuer”), a subsidiary of the Company, issued $325 million in aggregate principal amount of its 4.77% Series A Senior Secured Guaranteed Notes due 2039 (the “2039 Senior Secured Guaranteed Notes”). The 2039 Senior Secured Guaranteed Notes are secured by a lien on the Issuer’s and the guarantors’ participation interests in the rights to distributions in relation to a portfolio of equity investments owned by affiliates of the Company in certain existing and future funds managed or advised by subsidiaries of the Company. Interest on the 2039 Senior Secured Guaranteed Notes is payable on a quarterly basis. The 2039 Senior Secured Guaranteed Notes will mature in July 2039, but, unless prepaid to the extent permitted under the indenture governing the 2039 Senior Secured Guaranteed Notes, the anticipated repayment date will be in July 2029. If the Issuer has not repaid or refinanced the 2039 Senior Secured Guaranteed Notes prior to the anticipated repayment date an additional 5.0% per annum will accrue on the 2039 Senior Secured Guaranteed Notes. The issuance costs are amortized into interest expense on the condensed consolidated statements of operations over the expected term of the 2039 Senior Secured Guaranteed Notes.

2048 Senior Notes—On March 15, 2018, AMH issued $300 million in aggregate principal amount of its 5.000% Senior Notes due 2048 (the “2048 Senior Notes”), at an issue price of 99.892% of par. Interest on the 2048 Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The 2048 Senior Notes will mature on March 15, 2048. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2048 Senior Notes. The Company is obligated to settle the 2048 Senior Notes for the face amount of $300 million.

2050 Subordinated Notes—On December 17, 2019, AMH issued $300 million in aggregate principal amount of its 4.950% Fixed-Rate Resettable Subordinated Notes due 2050 (the “2050 Subordinated Notes”), at an issue price of 100.000% of par. Interest on the 2050 Subordinated Notes is payable semi-annually in arrears on June 17 and December 17 of each year. The 2050 Subordinated Notes will mature on January 14, 2050. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2050 Subordinated Notes. The Company is obligated to settle the 2050 Subordinated Notes for the face amount of $300 million.

As of June 30, 2021, the indentures governing the 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2048 Senior Notes and the 2050 Subordinated Notes (the “Indentures”) include covenants that restrict the ability of AMH and, as applicable, the guarantors of the notes under the Indentures 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.

As of June 30, 2021, the indenture governing the 2039 Senior Secured Guaranteed Notes includes a series of covenants and restrictions customary for transactions of this type, including covenants that (i) require the Issuer to maintain specified reserve accounts to be used to make required payments in respect of the 2039 Senior Secured Guaranteed Notes, (ii) relate to prepayments and related payments of specified amounts, including specified make-whole payments under certain circumstances and (iii) relate to recordkeeping, access to information and similar matters.

-47-

APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

The following table presents the interest expense incurred related to the Company’s debt:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Interest Expense:(1)
2018 AMH Credit Facility	$	—	$	314	$	—	$	628
AMH Credit Facility	322		—		643		—
2024 Senior Notes	5,163		5,163		10,326		10,326
2026 Senior Notes	5,628		5,628		11,256		11,256
2029 Senior Notes	8,229		8,229		16,458		16,458
2030 Senior Notes	3,462		964		6,922		964
2039 Senior Secured Guaranteed Notes	4,111		4,111		8,223		8,223
2048 Senior Notes	3,781		3,780		7,562		7,562
2050 Subordinated Notes	3,742		3,742		7,484		7,486
AMI Term Facilities/ Secured Borrowings	376		360		739		630
Total Interest Expense	$	34,814	$	32,291	$	69,613	$	63,533

(1)Debt issuance costs incurred are amortized into interest expense over the term of the debt arrangement, as applicable.

11. NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK

The table below presents basic and diluted net income (loss) per share of Class A Common Stock using the two-class method for the three and six months ended June 30, 2021 and 2020:

	Basic and Diluted
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Numerator:
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders	$	648,563	$	437,164	$	1,318,289	$	(568,218)
Dividends declared on Class A Common Stock(1)	(115,494)		(96,181)		(254,674)		(301,783)
Dividends on participating securities(2)	(4,042)		(3,608)		(9,144)		(10,855)
Earnings allocable to participating securities	(19,774)		(13,947)		(38,970)		—		(3)
Undistributed income (loss) attributable to Class A Common Stockholders: Basic and Diluted	509,253		323,428		1,015,501		(880,856)
Denominator:
Weighted average number of shares of Class A Common Stock outstanding: Basic and Diluted	231,058,813		227,653,988		230,534,073		227,205,866
Net Income per share of Class A Common Stock: Basic and Diluted(4)
Distributed Income	$	0.50	$	0.42	$	1.10	$	1.31
Undistributed Income (Loss)	2.20		1.42		4.41		(3.86)
Net Income (Loss) per share of Class A Common Stock: Basic and Diluted	$	2.70	$	1.84	$	5.51	$	(2.55)

(1)See note 13 for information regarding the quarterly dividends declared and paid during 2021 and 2020.

(2)Participating securities consist of vested and unvested RSUs that have rights to dividends 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 Common Stockholders.

(4)For the three and six months ended June 30, 2021 and June 30, 2020, 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 during continued employment, shares of Class A Common Stock pursuant to the Equity Plan. The Company has three types of RSU grants, which we refer to as Plan Grants, Bonus Grants and Performance Grants. “Plan Grants” vest over time (generally one to six years) and may or

-48-

APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

may not provide the right to receive dividend equivalents on vested RSUs on an equal basis with the Class A Common Stockholders any time a dividend is declared. “Bonus Grants” vest over time (generally three years) and generally provide the right to receive dividend equivalents on both vested and unvested RSUs on an equal basis with the Class A Common Stockholders any time a dividend is declared. “Performance Grants” generally vest over time (three to five years), subject to the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense. Performance Grants provide the right to receive dividend equivalents on vested RSUs and may also provide the right to receive dividend equivalents on unvested RSUs.

Any dividend 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 dividend 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. The RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses; therefore, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.

Certain holders of AOG Units are subject to the transfer restrictions set forth in the agreements with the respective holders and may, upon notice (subject to the terms of an exchange agreement), exchange their AOG Units for shares of Class A Common Stock 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 share of Class A Common Stock.

Apollo Global Management, Inc. has one share of Class B common stock, $0.00001 par value per share, of the Company (“Class B Common Stock”) outstanding, which is held by BRH Holdings GP, Ltd. (“BRH”). The voting power of the share of Class B Common Stock is reduced on a one vote per one AOG Unit basis in the event of an exchange of AOG Units for shares of Class A Common Stock, subject to the terms of the AGM Inc. Certificate of Incorporation. The Class B Common Stock has no net income (loss) per share as it does not participate in Apollo’s earnings (losses) or dividends. The Class B Common Stock has no dividend rights and only a de minimis liquidation right. The Class B Common Stock represented 46.6% and 47.2% of the total voting power of the Company’s Class A Common Stock and Class B Common Stock with respect to the matters upon which they were entitled to vote together as a single class pursuant to the Company’s governing documents as of June 30, 2021 and 2020, respectively.

The following table summarizes the anti-dilutive securities for the three and six months ended June 30, 2021 and 2020, respectively.

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2021	2020	2021	2020
Weighted average vested RSUs	309,142	254,147	675,233	834,718
Weighted average unvested RSUs	8,006,542	8,252,215	7,491,189	7,670,111
Weighted average AOG Units outstanding(1)	172,599,261	174,873,808	173,207,079	175,737,132
Weighted average unvested restricted shares	656,220	1,310,805	680,448	1,245,164

(1)Excludes AOG Units owned by Athene. Athene can only redeem their AOG Units by selling to Apollo or to a different buyer with Apollo’s agreement as detailed in the Liquidity Agreement (see note 14). As these AOG Units are not convertible into shares of Class A Common Stock, they are excluded when calculating diluted net income per share.

12. EQUITY-BASED COMPENSATION

Equity-based awards granted to employees and non-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 that require performance metrics to be met are expensed only when the performance metric is met or deemed probable.

-49-

APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

RSUs

The Company grants RSUs under the Equity Plan. 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 Common Stock subject to certain discounts, as applicable. The following table summarizes the weighted average discounts for Plan Grants, Bonus Grants and Performance Grants.

The estimated total grant date fair value for Plan Grants and Bonus Grants is charged to compensation expense on a straight-line basis over the vesting period, which for Plan Grants is generally one 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.

During the six months ended June 30, 2021 and June 30, 2020, the Company awarded Performance Grants of 1.2 million and 2.0 million RSUs to certain employees with a grant date fair value of $51.5 million and $81.4 million, respectively, which vest subject to continued employment and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation. In accordance with U.S. GAAP, equity-based compensation expense for these and other Performance Grants will be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable.

Additionally, the Company entered into an agreement in 2018 with several employees under which RSUs would be granted starting in 2020 if year-over-year growth in certain discretionary earnings metrics were attained prior to grant and they remained employed at the grant date. Once granted, the awards vest subject to continued employment and the Company’s receipt of performance revenues sufficient to cover the associated equity-based compensation expense. In connection with these agreements, the Company granted 0.2 million RSUs with a grant date fair value of $7.5 million that fully vested and were expensed during the six months ended June 30, 2021, and granted 0.3 million RSUs with a grant date fair value of $11.7 million that were fully vested and were expensed during the six months ended June 30, 2020.

The following table summarizes the equity-based compensation expense recognized relating to Performance Grants:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Equity-based compensation	$	17,488	$	28,467	$	43,865	$	57,331

The fair value of all RSU grants made during the six months ended June 30, 2021 and 2020 was $160.1 million and $179.7 million, respectively.

The following table presents the actual forfeiture rates and equity-based compensation expense recognized:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Actual forfeiture rate	0.4		%	5.8		%	0.8		%	6.4		%
Equity-based compensation	$	40,866		$	47,282		$	85,971		$	92,800

The following table summarizes RSU activity:

	Unvested		Weighted Average Grant Date Fair Value		Vested	Total Number of RSUs Outstanding
Balance at January 1, 2021	8,978,393		$	31.89	1,833,332	10,811,725	(1)
Granted	3,336,739		48.00		—	3,336,739
Forfeited	(101,554)		$	42.27	—	(101,554)
Vested	(1,506,292)		33.65		1,506,292	—
Issued	—		$	—	(2,980,032)	(2,980,032)
Balance at June 30, 2021	10,707,286	(2)	$	36.56	359,592	11,066,878	(1)

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

(2)Includes 6,413,319 Performance Grant RSUs, 3,295,347 Bonus Grant RSUs and 998,620 Plan Grant RSUs.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

As of June 30, 2021, there was $233.6 million of total unrecognized equity-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average term of 2.2 years.

Equity-Based Compensation Allocation

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

Below is a reconciliation of the equity-based compensation allocated to AGM Inc.:

	For the Six Months Ended June 30, 2021
	Total Amount		Non-Controlling Interest % in Apollo Operating Group		Allocated to Non-Controlling Interest in Apollo Operating Group(1)		Allocated to Apollo Global Management, Inc.
RSUs, share options and restricted share awards	$	96,010	—	%	$	—	$	96,010
Other equity-based compensation awards	13,436		46.5		6,248		7,188
Total equity-based compensation	109,446				6,248		103,198
Less other equity-based compensation awards(2)					(6,248)		(16,940)
Capital increase related to equity-based compensation					$	—	$	86,258

	For the Six Months Ended June 30, 2020
	Total Amount		Non-Controlling Interest % in Apollo Operating Group		Allocated to Non-Controlling Interest in Apollo Operating Group(1)		Allocated to Apollo Global Management, Inc.
RSUs, share options and restricted share awards	$	107,069	—	%	$	—	$	107,069
Other equity-based compensation awards	4,473		47.1		2,109		2,364
Total equity-based compensation	$	111,542			2,109		109,433
Less other equity-based compensation awards(2)					(2,109)		(16,203)
Capital increase related to equity-based compensation					$	—	$	93,230

(1)Calculated based on average ownership percentage for the period considering issuances of Class A shares or Class A Common Stock, as applicable, during the period.

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

13. EQUITY

Common Stock

Holders of Class A Common Stock are entitled to participate in dividends from the Company on a pro rata basis.

During the three and six months ended June 30, 2021 and 2020, the Company issued shares of Class A Common Stock 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 shares of Class A Common Stock 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 shares of Class A Common Stock 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.

In January 2019, Apollo increased its authorized share repurchase amount by $250 million, bringing the total authorized repurchase amount to $500 million. On March 12, 2020, Apollo announced that the executive committee of the Company’s board of directors approved a new share repurchase authorization that allows the Company to repurchase up to

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

$500 million of its Class A common stock. This new authorization increased the Company’s capacity to repurchase shares from $80 million of unused capacity under the Company’s previously approved the share repurchase plan authorization. The share repurchase plan authorization may be used to repurchase outstanding shares of Class A Common Stock as well as to reduce the number of shares of Class A Common Stock to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the Equity Plan (or any successor equity plan thereto). Shares of Class A Common Stock may be repurchased from time to time in open market transactions, in privately negotiated transactions, pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. Apollo is not obligated under the terms of the program to repurchase any of its shares of Class A Common Stock. The repurchase program has no expiration date and may be suspended or terminated by the Company at any time without prior notice.

The table below summarizes the issuance of shares of Class A Common Stock for equity-based awards:

	For the Six Months Ended June 30,
	2021	2020
Shares of Class A Common Stock issued in settlement of vested RSUs and share options exercised(1)	2,980,032	4,366,569
Reduction of shares of Class A Common Stock issued(2)	(1,218,885)	(1,843,305)
Shares of Class A Common Stock purchased related to share issuances and forfeitures(3)	(270,362)	628,639
Issuance of shares of Class A Common Stock for equity-based awards	1,490,785	3,151,903

(1)The gross value of shares issued was $155.2 million and $202.2 million for the six months ended June 30, 2021 and 2020, respectively, based on the closing price of a Class A Common Stock at the time of issuance.

(2)Cash paid for tax liabilities associated with net share settlement was $63.7 million and $85.5 million for the six months ended June 30, 2021 and 2020, respectively.

(3)Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted Class A Common Stock that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's 2007 Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase Class A Common Stock on the open market and retire them. During the six months ended June 30, 2021 and 2020, we issued 56,243 and 636,314 of such restricted shares and 270,362 and 149,042 of such RSUs under the Equity Plan, respectively, and repurchased 326,605 and 0 shares of Class A Common Stock in open-market transactions not pursuant to a publicly-announced repurchase plan or program, respectively. In addition, there were 0 and 7,675 restricted shares forfeited during the six months ended June 30, 2021 and 2020, respectively.

During the six months ended June 30, 2021 and 2020, 1,818,108 and 2,194,095 shares of Class A Common Stock were repurchased in open market transactions as part of the publicly announced share repurchase program discussed above, respectively, and such shares were subsequently canceled by the Company. The Company paid $105.7 million and $64.2 million for these open market share repurchases during the six months ended June 30, 2021 and 2020, respectively.

Preferred Stock Issuance

On March 7, 2017, Apollo issued 11,000,000 6.375% Series A Preferred shares (the “Series A Preferred shares”) for gross proceeds of $275.0 million, or $264.4 million net of issuance costs and on March 19, 2018, Apollo issued 12,000,000 6.375% Series B Preferred shares (the “Series B Preferred shares” and collectively with the Series A Preferred shares, the “Preferred shares”) for gross proceeds of $300.0 million, or $289.8 million net of issuance costs.

As a result of the conversion to a corporation, (i) each Series A Preferred share representing limited liability company interests of Apollo Global Management, LLC (“AGM LLC”) outstanding immediately prior to the effective time of the conversion converted into one issued and outstanding, fully paid and nonassessable share of Series A Preferred Stock, having a liquidation preference of $25.00 per share, of the Company and (ii) each Series B Preferred share representing limited liability company interests of AGM LLC outstanding immediately prior to the effective time of the conversion converted into one issued and outstanding, fully paid and nonassessable share of Series B Preferred Stock, having a liquidation preference of $25.00 per share, of the Company (the Series A Preferred Stock and the Series B Preferred Stock collectively, the “Preferred Stock”).

When, as and if declared by the executive committee of the board of directors of AGM Inc., dividends on the Preferred Stock will be payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2018 for the Series B Preferred Stock, at a rate per annum equal to 6.375%. Dividends on the Preferred Stock are

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

discretionary and non-cumulative. During 2021, quarterly cash dividends were $0.398438 per share of Series A Preferred Stock and Series B Preferred Stock.

Subject to certain exceptions, unless dividends have been declared and paid or declared and set apart for payment on the Preferred Stock for a quarterly dividend period, during the remainder of that dividend period Apollo may not declare or pay or set apart payment for dividends on any shares of Class A Common Stock or any other equity securities that the Company may issue in the future ranking as to the payment of dividends, junior to the Preferred Stock (“Junior Stock”) and Apollo may not repurchase any Junior Stock.

The Series A Preferred Stock and the Series B Preferred Stock may be redeemed at Apollo’s option, in whole or in part, at any time on or after March 15, 2022 and March 15, 2023, respectively, at a price of $25.00 per share of Preferred Stock, plus declared and unpaid dividends to, but excluding, the redemption date, without payment of any undeclared dividends. Holders of the Preferred Stock will have no right to require the redemption of the Preferred Stock 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 and March 15, 2023 for the Series A Preferred Stock and the Series B Preferred Stock, respectively, the Preferred Stock 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 share of Preferred Stock, plus declared and unpaid dividends to, but excluding, the redemption date, without payment of any undeclared dividends. If a certain rating agency event occurs prior to March 15, 2023, the Series B Preferred Stock 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 rating agency event, at a price of $25.50 per share of Series B Preferred Stock, plus declared and unpaid dividends to, but excluding, the redemption date, without payment of any undeclared dividends. If (i) a change of control event occurs (whether before, on or after March 15, 2022 and March 15, 2023 for the Series A Preferred Stock and the Series B Preferred Stock, respectively) and (ii) Apollo does not give notice prior to the 31st day following the change of control event to redeem all the outstanding Preferred Stock, the dividend rate per annum on the Preferred Stock will increase by 5.00%, beginning on the 31st day following such change of control event.

The Preferred Stock are not convertible into Class A Common Stock and have no voting rights, except in limited circumstances as provided in the Company’s certificate of incorporation. In connection with the issuance of the Preferred Stock, 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 Stock.

Dividends and Distributions

The table below presents information regarding the quarterly dividends and distributions which were made at the sole discretion of the executive committee of the board of directors (in millions, except per share data). Certain subsidiaries of AGM Inc. may be subject to U.S. federal, state, local and non-U.S. income taxes at the entity level and may pay taxes and/or make payments under the tax receivable agreement in a given fiscal year; therefore, the net amounts ultimately distributed by AGM Inc. to its Class A Common Stockholders in respect of each fiscal year are generally expected to be less than the net amounts distributed to AOG Unitholders.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

Dividend Declaration Date	Dividend per share of Class A Common Stock		Payment Date	Dividend to Class A Common Stockholders		Distribution to Non-Controlling Interest Holders in the Apollo Operating Group			Total Distributions from Apollo Operating Group		Distribution Equivalents on Participating Securities
January 30, 2020	$	0.89	February 28, 2020	$	205.6	$	155.6		$	361.2	$	7.2
N/A	—		April 15, 2020	—		43.0		(1)	43.0		—
May 1, 2020	0.42		May 29, 2020	96.2		85.7			181.9		3.6
July 30, 2020	0.49		August 31, 2020	112.1		100.0			212.1		4.0
October 29, 2020	0.51		November 30, 2020	116.7		104.0			220.7		4.1
For the Year Ended December 31, 2020	$	2.31		$	530.6	$	488.3		$	1,018.9	$	18.9
February 03, 2021	$	0.60	February 26, 2021	$	139.2	$	121.4		$	260.6	$	5.1
N/A	—		April 14, 2021	—		41.8		(1)	41.8		—
May 04, 2021	0.50		May 28, 2021	115.5		100.9			216.4		4.0
N/A	—		June 15, 2021	—		19.5		(1)	19.5		—
For the Six Months Ended June 30, 2021	$	1.10		$	254.7	$	283.6		$	538.3	$	9.1

(1)    On April 14, 2021 and April 15, 2020 the Company made a $0.15 and $0.21 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with payments made under the tax receivable agreement. See note 14 for more information regarding the tax receivable agreement. On April 14, 2021 and June 15, 2021, the Company made a $0.03 and $0.08 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with U.S. corporate tax payments.

Non-Controlling Interests

As discussed in note 1, Athene Holding acquired 29,154,519 non-voting equity interests of the Apollo Operating Group, which as of June 30, 2021 represented a 6.7% economic interest in the Apollo Operating Group. 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: 

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Net income (loss) attributable to Non-Controlling Interests in consolidated entities:
Interest in management companies and a co-investment vehicle(1)	$	1,317		$	1,031		$	2,597		$	1,279
Other consolidated entities	114,959			40,037			184,257			(124,620)
Net income (loss) attributable to Non-Controlling Interests in consolidated entities	$	116,276		$	41,068		$	186,854		$	(123,341)
Net income (loss) attributable to Non-Controlling Interests in the Apollo Operating Group:
Net income (loss)	$	1,505,460		$	999,085		$	3,023,963		$	(1,284,758)
Net income (loss) attributable to Non-Controlling Interests in consolidated entities	(116,276)			(41,068)			(186,854)			123,341
Net income (loss) after Non-Controlling Interests in consolidated entities	1,389,184			958,017			2,837,109			(1,161,417)
Adjustments:
Income tax provision (benefit)(2)	194,051			140,323			397,297			(155,530)
NYC UBT and foreign tax benefit(3)	(7,727)			(3,181)			(13,481)			(10,643)
Net income (loss) in non-Apollo Operating Group entities	1,253			10			4			18
Series A Preferred Stock Dividends	(4,383)			(4,383)			(8,766)			(8,766)
Series B Preferred Stock Dividends	(4,781)			(4,782)			(9,562)			(9,563)
Total adjustments	178,413			127,987			365,492			(184,484)
Net income (loss) after adjustments	1,567,597			1,086,004			3,202,601			(1,345,901)
Weighted average ownership percentage of Apollo Operating Group	46.6		%	47.1		%	46.6		%	46.7		%
Net income (loss) attributable to Non-Controlling Interests in Apollo Operating Group	$	731,457		$	511,688		$	1,500,492		$	(611,528)
Net income (loss) attributable to Non-Controlling Interests	$	847,733		$	552,756		$	1,687,346		$	(734,869)
Other comprehensive income (loss) attributable to Non-Controlling Interests	3,571			6,223			(10,193)			(818)
Comprehensive Income (Loss) Attributable to Non-Controlling Interests	$	851,304		$	558,979		$	1,677,153		$	(735,687)

(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 AGM Inc. and its subsidiaries 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 New York City Unincorporated Business Tax (“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.

14. 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 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. Other related party transactions include loans to employees and periodic sales of ownership interests in Apollo funds to employees. Due from related parties and due to related parties are comprised of the following:

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

	As of June 30, 2021		As of December 31, 2020
Due from Related Parties:
Due from credit funds	$	206,904	$	183,992
Due from private equity funds	25,318		21,169
Due from real assets funds	38,194		28,231
Due from portfolio companies	63,119		80,122
Due from Contributing Partners, employees and former employees	92,392		148,869
Total Due from Related Parties	$	425,927	$	462,383
Due to Related Parties:
Due to Co-Founders and Contributing Partners	$	306,635	$	310,230
Due to credit funds	31,876		34,280
Due to private equity funds	65,604		216,899
Due to real assets funds	35,547		47,060
Total Due to Related Parties	$	439,662	$	608,469

Tax Receivable Agreement

Subject to certain restrictions, each of the Co-Founders and Contributing Partners has the right to exchange his vested AOG Units for the Company’s Class A Common Stock. All Operating Group entities have made, or will make, 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 the basis of underlying assets that will reduce the amount of tax that AGM Inc. and its subsidiaries will otherwise be required to pay in the future.

The tax receivable agreement provides for the payment to the Co-Founders and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that AGM Inc. and its subsidiaries realizes as a result of the increases in tax basis of assets that resulted from the 2007 Reorganization, the Conversion, and other exchanges of AOG Units for Class A Common Stock that have occurred in prior years. AGM Inc. and its subsidiaries retain 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.

As a result of the exchanges of AOG Units for Class A Common Stock during the six months ended June 30, 2021 and 2020, a $38.2 million and $62.5 million liability was recorded, respectively, to estimate the amount of the future expected payments to be made by AGM Inc. and its subsidiaries to the Co-Founders and Contributing Partners pursuant to the tax receivable agreement. In April 2021, Apollo made a $39.9 million cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2020 tax year. In connection with this payment, the Company made a corresponding pro rata distribution of $34.7 million ($0.15 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group. In April 2020, Apollo made a $48.2 million cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2019 tax year. In connection with this payment, the Company made a corresponding pro rata distribution of $43.0 million ($0.21 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group.

Pursuant to the binding governance term sheet the Company entered into with the Co-Founders, all AOG Units beneficially owned by each holder of AOG Units (other than Athene) will be transferred to a wholly-owned subsidiary of a newly formed holding company (“NewCo”) and one or more of its affiliates in a series of transactions in exchange for (i) such number of shares of Class A common stock of NewCo equal to the aggregate number of AOG Units beneficially owned by such AOG Unit owners as of immediately prior to the mandatory exchange (such AOG Units, the “Outstanding AOG Units”) and (ii) an aggregate amount in cash equal to the product of (a) number of Outstanding AOG Units multiplied by (b) $3.66, payable over a period of four years in equal quarterly installments (the “AOG Unit Payment”); provided, however, that in the event that the Company consummates the transactions contemplated by the Merger Agreement simultaneously with the mandatory exchange, the AOG Unit Payment will be payable over the period between the date on which the transactions contemplated by the Merger Agreement are consummated and the third anniversary of the Mandatory Exchange Date in equal quarterly installments (such transactions collectively, the “mandatory exchange”).

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

The term sheet also states that the tax receivable agreement will not be applicable for the mandatory exchange, but will remain in effect for any exchanges occurring prior to the mandatory exchange date.

Due from Contributing Partners, Employees and Former Employees

As of June 30, 2021 and December 31, 2020, 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, 2021 and December 31, 2020, the balance included interest-bearing employee loans receivable of $15.8 million and $17.5 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, 2021 and December 31, 2020 of $67.7 million and $124.1 million, respectively.

Indemnity

Performance revenues from certain funds can be distributed to the Company on a current basis, but are subject to repayment by the subsidiaries of the Apollo Operating Group that act as general partners of the funds in the event that certain specified return thresholds are not ultimately achieved. The Co-Founders, Contributing Partners and certain other investment professionals have personally guaranteed, 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 Co-Founders’ or Contributing Partner’s distributions. Pursuant to an existing shareholders agreement, the Company has agreed to indemnify each of the Company’s Co-Founders 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 Co-Founders and Contributing Partners have contributed or sold to the Apollo Operating Group.

Accordingly, in the event that the Company’s Co-Founders, 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 with respect to Fund IV, Fund V and Fund VI, the Company will be obligated to reimburse the Company’s Co-Founders 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 $13.2 million and $12.8 million as of June 30, 2021 and December 31, 2020, respectively.

Due to Credit, Private Equity and Real Assets Funds

Based upon an assumed liquidation of certain of the credit, private equity and real assets funds the Company manages, the Company has recorded a general partner obligation to return previously distributed performance allocations, which represents amounts due to these funds. The general partner obligation is recognized based upon an assumed 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 or other governing document of the fund.

The following table presents the general partner obligation to return previously distributed performance allocations related to certain funds by segment:

	As of June 30, 2021		As of December 31, 2020
Credit	$	—	$	—
Private Equity	65,289		215,011
Real Assets	35,367		46,860
Total general partner obligation	$	100,656	$	261,871

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

Athene

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 is currently listed on the New York Stock Exchange under the symbol “ATH”.

The Company provides asset management and advisory 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 September 20, 2018, Athene and Apollo agreed to revise the existing fee arrangements (the “amended fee agreement”) between Athene and Apollo. The Company began recording fees pursuant to the amended fee agreement on January 1, 2019. The amended fee agreement provides for sub-allocation fees which vary based on portfolio allocation differentiation, as described below.

The amended fee agreement provides for a monthly fee to be payable by Athene to the Company in arrears, with retroactive effect to the month beginning on January 1, 2019, in an amount equal to the following, to the extent not otherwise payable to the Company pursuant to any one or more investment management or sub-advisory agreements or arrangements:

(i)    The Company, through its consolidated subsidiary Apollo Insurance Solutions Group LP, or ISG, earns a base management fee of 0.225% per year on the aggregate market value of substantially all of the assets in substantially all of the investment accounts of or relating to Athene (collectively, the “Athene Accounts”) up to $103.4 billion (the level of assets in the Athene Accounts as of January 1, 2019, excluding certain assets, the “Backbook Value”) and 0.150% per year on all assets in excess of $103.4 billion (the “Incremental Value”), respectively; plus

(ii)    with respect to each asset in an Athene Account, subject to certain exceptions, that is managed by the Company and that belongs to a specified asset class tier (“core,” “core plus,” “yield,” and “high alpha”), a sub-allocation fee as follows, which will, in the case of assets acquired after January 1, 2019, be subject to a cap of 10% of the applicable asset’s gross book yield:

	As of June 30, 2021
Sub-Allocation Fees:
Core Assets(1)	0.065	%
Core Plus Assets(2)	0.130	%
Yield Assets(3)	0.375	%
High Alpha Assets(4)	0.700	%
Other Assets (5)	—	%

(1)Core assets include public investment grade corporate bonds, municipal securities, agency residential or commercial mortgage backed securities and obligations of any governmental agency or government sponsored entity that is not expressly backed by the U.S. government.

(2)Core plus assets include private investment grade corporate bonds, fixed rate first lien commercial mortgage loans and obligations issued or assumed by a financial institution (such an institution, a “financial issuer”) and determined by Apollo to be “Tier 2 Capital” under the Basel III recommendations developed by the Basel Committee on Banking Supervision (or any successor to such recommendations).

(3)Yield assets include non-agency residential mortgage-backed securities, investment grade collateralized loan obligations, certain asset-backed securities, commercial mortgage-backed securities, emerging market investments, below investment grade corporate bonds, subordinated debt obligations, hybrid securities or surplus notes issued or assumed by a financial issuer, as rated preferred equity, residential mortgage loans, bank loans, investment grade infrastructure debt and certain floating rate commercial mortgage loans.

(4)High alpha assets include subordinated commercial mortgage loans, below investment grade collateralized loan obligations, unrated preferred equity, debt obligations originated by MidCap, below investment grade infrastructure debt, certain loans originated directly by Apollo and agency mortgage derivatives.

(5)Other Assets include cash, treasuries, equities and alternatives. With respect to equities and alternatives, Apollo earns performance revenues of 0% to 20%.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

Athene and Apollo Strategic Transaction

On October 28, 2019 Athene Holding, AGM Inc. and the entities that form the Apollo Operating Group entered into a Transaction Agreement, pursuant to which, among other things:

•(i) Athene Holding issued, on February 28, 2020 (the “Closing Date”), 35,534,942 Class A common shares of Athene Holding (the “AHL Class A Common Shares”) to certain subsidiaries of the Apollo Operating Group in exchange for (i) issuance by the Apollo Operating Group of 29,154,519 non-voting equity interests of the Apollo Operating Group to AHL and (ii) $350 million in cash (“Share Issuance”);

•Athene Holding granted to AGM Inc. the right to purchase additional AHL Class A Common Shares from the Closing Date until 180 days thereafter to the extent the issued and outstanding AHL Class A Common Shares beneficially owned by Apollo and certain of its related parties and employees (collectively, the “Apollo Parties”) (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy) do not equal at least 35% of the issued and outstanding AHL Class A Common Shares, on a fully diluted basis;

•A representative of the Apollo Operating Group has the right to purchase up to that number of AHL Class A Common Shares that would increase by up to 5% the percentage of the issued and outstanding AHL Class A Common Shares beneficially owned by the Apollo Parties (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy), calculated on a fully diluted basis;

•Athene Holding amended and restated its Twelfth Amended and Restated Bye-laws of Athene Holding to, among other items, eliminate Athene Holding’s multi-class share structure (“Multi-Class Share Elimination”). In connection with the Multi-Class Share Elimination, (i) all of the Class B common shares of Athene Holding would be converted into an equal number of AHL Class A Common Shares on a one-for-one basis and (ii) all of the Class M common shares of Athene Holding were converted into a combination of AHL Class A Common Shares and warrants to purchase AHL Class A Common Shares.

On February 28, 2020, Apollo and Athene closed on the strategic transaction discussed above. In connection with the transaction, Apollo purchased a 17% incremental equity stake in Athene at a premium, bringing Apollo’s beneficial ownership in Athene to 28%, or 35% including shares and warrants owned by related parties and employees, on a fully diluted basis. Apollo entered into a lock-up agreement restricting transfers of Apollo’s existing and newly acquired shares of Athene for three years from the Closing Date.

As of June 30, 2021 and December 31, 2020, the Company held a 28.4% and an 28.5% ownership interest in the AHL Class A Common Shares, respectively.

Liquidity Agreement

In connection with the consummation of the Share Issuance and the Multi-Class Share Elimination, AGM Inc. also entered into a Liquidity Agreement, dated as of the Closing Date, with Athene Holding (the “Liquidity Agreement”), pursuant to which, once each quarter, Athene Holding is entitled to request to sell a number of AOG Units or request AGM Inc. to sell a number of shares of AGM Inc. Class A Common Stock or AOG Units representing at least $50 million, in each case, in exchange for payment of the Cash Amount (as defined below). If Athene Holding intends to exercise such sale request, it will provide a notice of such intent to sell such AOG Units to AGM Inc. Upon receipt of such notice, subject to certain restrictions described below, AGM Inc. will consummate, or, in the case of an AOG Transaction (as defined below), permit the consummation of, one of the following transactions:

•a transaction whereby AGM Inc. purchases AOG Units from Athene Holding at a price agreed upon, in good faith, by AGM Inc. and Athene Holding (a “Purchase Transaction”);

•if Athene Holding and AGM Inc. do not agree to consummate a Purchase Transaction, AGM Inc. will use its best efforts to consummate a public offering of AGM Inc. Class A Common Stock, the proceeds (net of certain commissions, fees and expenses consistent with customary and prevailing market practices for similar offerings) of which will be used to fund the purchase of AOG Units from Athene Holding (a “Registered Sale”);

•if AGM Inc. notifies Athene Holding that it cannot consummate a Registered Sale, upon Athene Holding’s request, AGM Inc. will use its best efforts to consummate a sale of AGM Inc. Class A Common Stock pursuant to an

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

exemption from the registration requirements of the Securities Act, the proceeds (net of certain commissions, fees and expenses consistent with customary and prevailing market practices for similar offerings) of which will be used to fund the purchase of AOG Units from Athene Holding (a “Private Placement,” and collectively with a Purchase Transaction and a Registered Sale, a “Sale Transaction”); or

•if AGM Inc. elects (in its sole discretion) not to consummate a Sale Transaction, Athene Holding will be permitted to sell AOG Units in one or more transactions that are exempt from the registration requirements of the Securities Act, subject to certain restrictions (an “AOG Transaction”).

For purposes of this description, “Cash Amount” means (i) in the case of a Registered Sale, the cash proceeds that AGM Inc. receives upon the consummation of a Registered Sale after deducting a capped amount of documented commissions, fees and expenses, (ii) in the case of a Purchase Transaction, the cash proceeds to which AGM Inc. and Athene Holding agree, (iii) in the case of a Private Placement, the cash proceeds that AGM Inc. receives upon the consummation of a Private Placement after deducting a capped amount of documented commissions, fees and expenses and (iv) in the case of an AOG Transaction, the cash proceeds to which the purchaser and Athene Holding agree. Each of the Purchase Transaction, Private Placement, Registered Sale and AOG Transaction are subject to the terms and conditions set forth in the Liquidity Agreement.

In the event that an AOG Transaction is consummated, the buyer of such AOG Units will be prohibited from exchanging such AOG Units into AGM Inc. Class A Common Stock for at least 30 days after such purchase. Athene Holding is prohibited from consummating an AOG Transaction with any purchaser (i) who would, after giving effect to such transfer, own more than 3.5% of the issued and outstanding AGM Inc. Class A Common Stock (on a fully-diluted basis) or (ii) who is a “bad actor” (as defined in Regulation D of the Act) or otherwise a prohibited transferee, as described in the Liquidity Agreement.

Athene Holding’s liquidity rights are subject to certain other limitations and obligations, including that in a Registered Sale or a Private Placement, AGM Inc. will not be required to sell any AGM Inc. Class A Common Stock at a price that is less than 90% of the volume-weighted average price of the AGM Inc. Class A Common Stock for the 10 consecutive business days prior to the day Athene Holding submits a notice for sale of AOG Units.

The Liquidity Agreement also provides that Athene Holding is prohibited from transferring its AOG Units other than to an affiliate or pursuant to the options set forth above. AGM Inc. has the right not to consummate a Registered Sale or a Private Placement if the recipient of the Class A Common Stock would receive more than 2.0% of the outstanding and issued shares of AGM Inc. Class A Common Stock. Additionally, AGM Inc. has the right not to consummate an AOG Transaction if the recipient would, following such AOG Transaction, be the beneficial owner of greater than 3.5% of the AOG Units.

Merger Agreement

On March 8, 2021, AGM Inc. entered into the Merger Agreement with AHL, HoldCo, AHL Merger Sub, and AGM Merger Sub.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, AGM Inc. and AHL will effect an all-stock merger transaction to combine their respective businesses through: (a) the AHL Merger, with AHL as the surviving entity in the AHL Merger and a direct wholly owned subsidiary of HoldCo and (b) the AGM Merger with AGM as the surviving entity in the AGM Merger and a direct wholly owned subsidiary of HoldCo. The Mergers are intended to become effective concurrently and, upon the consummation of the Mergers, AGM Inc. and AHL will be direct wholly owned subsidiaries of HoldCo. Following the Mergers and the closing of the transactions contemplated by the Merger Agreement, HoldCo will be renamed “Apollo Global Management, Inc.” The transaction is expected to close in January of 2022. The transaction requires the approval of stockholders of both Apollo and AHL, and is subject to, among other things, antitrust and regulatory approvals, and other customary closing conditions.

Upon the terms and subject to the conditions of the Merger Agreement, which has been approved by the boards of directors of both companies, as well as the conflicts committee of AGM’s board and a special committee of certain disinterested members of the board of directors of AHL, at the effective time of the AHL Merger, each issued and outstanding share of AHL Class A common stock, par value $0.001 per share (“AHL shares”) (other than AHL shares held by AHL as treasury shares (including HoldCo, AHL Merger Sub, AGM Merger Sub and the respective controlled funds of AGM Inc. or any direct or indirect wholly owned subsidiary of AGM Inc.)), will be converted automatically into the right to receive 1.149 duly authorized, validly issued, fully paid and nonassessable shares of Class A common stock, par value $0.00001 per share, of HoldCo (such shares, “HoldCo Shares”) and any cash paid in lieu of fractional HoldCo Shares. The exchange ratio is fixed and

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

will not be adjusted for changes in the market value of the AGM Class A Shares or the AHL Shares. No fractional HoldCo Shares will be issued in connection with the AHL Merger, and AHL’s shareholders will receive cash in lieu of any fractional HoldCo Shares.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the AGM Merger, each issued and outstanding share of AGM Inc. Class A shares (other than Class A shares (a) held by AGM Inc. as treasury shares or (b) by AGM Merger Sub or any direct or indirect wholly owned subsidiary of AGM Inc.) will be converted automatically into one (1) HoldCo Share.

At the effective time of the AGM Merger, each of the issued and outstanding series of preferred shares of AGM Inc. will remain issued and outstanding as preferred shares of the AGM Surviving Entity, and at the effective time of the AHL Merger, each of the issued and outstanding preferred shares of AHL will remain issued and outstanding as preferred shares of the AHL Surviving Entity, in each case as described further in the Merger Agreement.

At the effective time of the AHL Merger, each of the issued and outstanding warrants of AHL that is outstanding immediately prior to the effective time of the AHL Merger will, automatically and without any action on the part of the holder of an AHL warrant, remain outstanding in accordance with its terms, or, alternatively, be exchanged for such consideration from HoldCo in connection with the transactions contemplated by the Merger Agreement as may be agreed in writing by AGM Inc. and AHL prior to the effective time of the AHL Merger.

At the effective time of the AHL Merger, each outstanding option to purchase AHL Shares, award of restricted AHL Shares and award of AHL restricted share units will be converted into a similar award (with the same terms and conditions) with respect to HoldCo Shares based on the exchange ratio, in each case, as described further in the Merger Agreement; except that outstanding awards of restricted AHL Shares and AHL restricted share units, in each case, that are subject to performance-based vesting conditions, will convert into time-based awards with respect to HoldCo Shares based on the applicable target-level of performance and will vest at the end of the applicable performance period.

At the effective time of the AGM Merger, each outstanding option to purchase AGM Inc. Class A shares, award of restricted AGM Inc. Class A shares and award of AGM Inc. restricted share units will be converted into a similar award (with the same terms and conditions, including any performance conditions) with respect to HoldCo Shares, in each case, as described further in the Merger Agreement.

The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement, AGM Inc. will be obligated to pay AHL a cash termination fee of $81.9 million if: (i) the board of directors of AGM Inc. withdraws, suspends, withholds or in any manner adverse to AHL amends its recommendation of approval of the AGM Merger and the Merger Agreement by AGM stockholders, and (ii) AGM Inc. stockholder approval of the AGM Merger and the Merger Agreement is not obtained at the AGM Inc. stockholder meeting at which the AGM Merger and the Merger Agreement is submitted for approval.

Athora

The Company, through ISGI, provides investment advisory services to certain portfolio companies of Apollo funds and Athora, a strategic platform that acquires or reinsures blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora Accounts”). The Company had commitments to make additional equity investments in Athora of $296.4 million as of June 30, 2021, subject to certain conditions.

Athora Sub-Advised

The Company, through ISGI, provides sub-advisory services with respect to a portion of the assets in certain portfolio companies of Apollo funds and the Athora Accounts. The Company broadly refers to “Athora Sub-Advised” assets as those assets in the Athora Accounts which the Company explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages.

The Company earns a base management fee on the aggregate market value of substantially all of the investment accounts of or relating to Athora and also a sub-advisory fee on the Athora Sub-Advised assets, which varies depending on the specific asset class.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

The following table presents the revenues earned in aggregate from Athene and Athora:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Revenues earned in aggregate from Athene and Athora, net(1)(2)	$	1,179,485	$	463,823	$	1,796,116	$	(661,670)

(1)    Consisting of management fees, sub-advisory fees, performance revenues (net of related profit sharing expense) and changes in the market value of the Athene Holding shares owned directly by Apollo.

(2)    Gains (losses) on the market value of the shares of Athene Holding owned directly by Apollo were $912.0 million and $267.0 million for the three months ended June 30, 2021 and 2020, respectively, and $1.3 billion and $(996.4) million for the six months ended June 30, 2021 and 2020, respectively.

AINV Amended and Restated Investment Advisory Management Agreement

On May 17, 2018, the board of directors of AINV approved an amended and restated investment advisory management agreement with Apollo Investment Management, L.P., the Company’s consolidated subsidiary, which reduced the base management fee and revised the incentive fee on income to include a total return requirement. Effective April 1, 2018, the base management fee was reduced from 2.0% to 1.5% of the average value of AINV’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters; provided, however, the base management fee would be 1.0% of the average value of AINV’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) that exceeds the product of (i) 200% and (ii) the value of AINV’s net asset value at the end of the most recently completed calendar quarter. In addition, beginning January 1, 2019, the incentive fee on income calculation included a total return requirement with a rolling twelve quarter look-back starting from April 1, 2018. The incentive fee rate remained 20% and the performance threshold remained 1.75% per quarter (7% annualized).

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, 2021. From time to time, this entity is involved in transactions with related parties of Apollo, including portfolio companies of the funds Apollo manages, as well as third parties, whereby AGS earns underwriting and transaction fees for its services.

Investment in SPACs

On October 6, 2020, APSG, a SPAC, completed an initial public offering, ultimately raising total gross proceeds of $817 million, including the underwriters’ subsequent partial exercise of their over-allotment option. In a private placement concurrent with the initial public offering, APSG sold warrants to APSG Sponsor, L.P., a subsidiary of Apollo, for total gross proceeds of $18.3 million. APSG Sponsor, L.P. also holds Class B ordinary shares of APSG. Apollo currently consolidates APSG as a voting interest entity, and thus all private placement warrants and Class B ordinary shares are eliminated in consolidation.

On February 12, 2021, APSG II, a SPAC, completed an initial public offering, raising total gross proceeds of $690 million, including the underwriters’ exercise in full of their over-allotment option. In a private placement concurrent with the initial public offering, APSG II sold warrants to APSG Sponsor II, L.P., a subsidiary of Apollo, for total gross proceeds of $15.6 million. APSG Sponsor II, L.P. also holds Class B ordinary shares of APSG II. Apollo currently consolidates APSG II as a voting interest entity, and thus all private placement warrants and Class B ordinary shares are eliminated in consolidation.

15. 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, 2021 and December 31, 2020 of $1.0 billion and $1.0 billion, respectively, of which $253.7 million and $348.0 million, respectively, related to Fund IX.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

Debt Covenants—Apollo’s debt obligations contain various customary loan covenants. As of June 30, 2021, the Company was not aware of any instances of non-compliance with the financial covenants contained in the documents governing the Company’s debt obligations.

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

On August 3, 2017, a complaint was filed in the United States District Court for the Middle District of Florida against AGM Inc., a senior partner of Apollo and a former principal of Apollo by Michael McEvoy on behalf of a purported class of employees of subsidiaries of CEVA Group, LLC (“CEVA Group”) who purchased shares in CEVA Investment Limited (“CIL”), the former parent company of CEVA Group. The complaint alleged 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. On February 9, 2018, the Bankruptcy Court for the Southern District of New York held that the claims asserted in the complaint were assets of CIL, which is a chapter 7 debtor, and that the complaint was null and void as a violation of the automatic stay. McEvoy subsequently revised his complaint to attempt to assert claims that do not belong to CIL. The amended complaint no longer named any individual defendants, but Apollo Management VI, L.P. and CEVA Group were added as defendants. The amended complaint sought damages of approximately €30 million and asserts, among other things, claims for violations of the Investment Advisers Act of 1940, breach of fiduciary duties, and breach of contract. On December 7, 2018, after receiving permission from the Bankruptcy Court, McEvoy filed his amended complaint in the District Court in Florida. On January 18, 2019, Apollo filed a motion to dismiss the amended complaint. A hearing on that motion was held December 3, 2019. On January 6, 2020, the Florida court granted in part Apollo’s motion to dismiss, dismissing McEvoy’s Investment Advisers Act claim with prejudice, and denying without prejudice Apollo’s motion with respect to the remaining claims, and directing the parties to conduct limited discovery, and submit new briefing, solely with respect to the statute of limitations. On July 30, 2020, Apollo and CEVA filed a joint motion for summary judgment on statute of limitations grounds. On June 29, the District Court issued a decision denying the defendants’ joint motion for summary judgment on statute of limitations grounds, and set deadlines on July 23, 2021 for the plaintiff to file an amended complaint and August 20, 2021 for defendants to answer or move to dismiss the amended complaint. Plaintiff filed his second amended complaint on July 23, 2021 which added alleged grounds for tolling the statute of limitations. Also on July 23, 2021, the defendants filed a joint motion for reconsideration with respect to aspects of the District Court’s June 29, 2021 decision. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On December 21, 2017, Harbinger Capital Partners II, LP, Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Harbinger Capital Partners Special Situations GP, LLC, Harbinger Capital Partners Offshore Manager, L.L.C., Global Opportunities Breakaway Ltd. (in voluntary liquidation), and Credit Distressed Blue Line Master Fund, Ltd. (collectively, “Harbinger”) commenced an action in New York Supreme Court captioned Harbinger Capital Partners II LP et al. v. Apollo Global Management LLC, et al. (No. 657515/2017). The complaint named as defendants (i) AGM Inc., (ii) the funds managed by Apollo that invested in SkyTerra Communications, Inc. (“SkyTerra”) equity before selling their interests to Harbinger under an April 2008 agreement that closed in 2010, and (iii) six former SkyTerra directors, five of whom are current or former Apollo employees. The complaint alleged that during the period of Harbinger’s various equity and debt investments in SkyTerra, from 2004 to 2010, the defendants concealed from Harbinger material defects in SkyTerra technology that was to be used to create a new mobile wi-fi network. The complaint alleged that Harbinger would not have made investments in SkyTerra totaling approximately $1.9 billion had it known of the defects, and that the public disclosure of these defects ultimately led to SkyTerra filing for bankruptcy in 2012 (after it had been renamed LightSquared). The complaint asserted claims against (i) all defendants for fraud, civil conspiracy, and negligent misrepresentation, (ii) AGM Inc. and the Apollo-managed funds only for breach of fiduciary duty, breach of contract, and unjust enrichment, and (iii) the SkyTerra director defendants only for aiding and abetting breach of fiduciary duty. The complaint sought $1.9 billion in damages, as well as punitive damages, interest, costs, and fees. This action was stayed from February 14, 2018, through June 12, 2019. On February 14, 2018, the defendants moved the United States Bankruptcy Court for the Southern District of New York to reopen the LightSquared bankruptcy proceeding for the limited purpose of enforcing Harbinger’s assignment and release in that bankruptcy of the claims that it asserted in the New York state court action (the “Bankruptcy Motion”). Briefing and hearing on the Bankruptcy Motion were adjourned while the state court stay was pending. On June 12, 2019, Harbinger voluntarily discontinued the state action without prejudice subject to a tolling agreement, and Apollo voluntarily withdrew the Bankruptcy Motion subject to a right to refile the motion if Harbinger were to refile the state court action. On June 8, 2020, Harbinger refiled its litigation in New York Supreme Court, captioned Harbinger Capital Partners II, LP et al. v. Apollo Global Management, LLC et al. (No. 652342/2020).  The complaint adds eight new defendants:

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

two former SkyTerra executives, one former SkyTerra consultant, and five entities (four of whom have since been dismissed) that were Harbinger’s counterparties in a transaction involving TVCC One Six Holdings LLC (“TVCC”).  It also adds three new claims relating to Harbinger’s contention that the new defendants induced Harbinger to buy TVCC to support SkyTerra’s network even though they allegedly knew that the network had material defects. The parties agreed to stay this action until November 15, 2020. On November 23, 2020, Defendants refiled the Bankruptcy Motion, and on November 24, 2020, filed in the state court a motion to stay the state court proceedings pending a ruling by the Bankruptcy Court on the Bankruptcy Motion. On February 1, 2021, the Bankruptcy Court denied the Bankruptcy Motion. On March 31, 2021, Defendants filed their motions to dismiss the New York Supreme Court action. Harbinger opposed those motions on June 15, 2021. Defendants’ replies were due on July 29, 2021. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Five shareholders filed substantially similar putative class action lawsuits in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida in March, April, and May 2018, alleging violations of the Securities Act in connection with the January 19, 2018 IPO of ADT Inc. common stock. The actions were consolidated on July 10, 2018, and the case was re-captioned, In re ADT Inc. Shareholder Litigation. On August 24, 2018, the state-court plaintiffs filed a consolidated complaint naming as defendants ADT Inc., several ADT officers and directors, the IPO underwriters (including Apollo Global Securities, LLC), AGM Inc. and certain other Apollo affiliates. Plaintiffs generally alleged that the registration statement and prospectus for the IPO contained false and misleading statements and failed to disclose material information about certain litigation in which ADT was involved, ADT’s efforts to protect its intellectual property, and competitive pressures ADT faced. Defendants filed motions to dismiss the consolidated complaint on October 23, 2018, and those motions were fully briefed. On May 21, 2018, a similar shareholder class action lawsuit was filed in the United States District Court for the Southern District of Florida, naming as defendants ADT, several officers and directors, and AGM Inc. The federal action, captioned Perdomo v. ADT Inc., generally alleged that the registration statement was materially misleading because it failed to disclose ongoing deterioration in ADT’s financial results, along with certain customer and business metrics. On July 20, 2018, several alleged ADT shareholders filed competing motions to be named lead plaintiff in the federal action. On November 20, 2018, the court appointed a lead plaintiff, and on January 15, 2019, the lead plaintiff filed an amended complaint. The amended complaint named the same Apollo-affiliated defendants as the state-court action, along with three new Apollo entities. Defendants filed motions to dismiss on March 25, 2019. On July 26, 2019, the state court denied defendants’ motions to dismiss, except it reserved judgment on the question whether it has personal jurisdiction over certain defendants, including the Apollo defendants. On September 12, 2019, all parties to the state and federal actions reached a settlement in principle that would resolve both actions. The plaintiffs in the federal action voluntarily dismissed their action on October 28, 2019, and the settlement was submitted to the state court for approval. On January 8, 2021, the state court entered a final order and judgment approving the settlement and dismissing the state action with prejudice. The settlement requires no payment from any Apollo defendants.

On May 3, 2018, Caldera Holdings Ltd, Caldera Life Reinsurance Company, and Caldera Shareholder, L.P. (collectively, “Caldera”) filed a summons with notice in the Supreme Court of the State of New York, New York County, naming as defendants AGM Inc., Apollo Management, L.P., Apollo Advisors VIII, L.P., Apollo Capital Management VIII, LLC, Athene Asset Management, L.P., Athene Holding, Ltd., and Leon Black (collectively, “Defendants” and all but Athene Holding, Ltd., the “Apollo Defendants”). On July 12, 2018, Caldera filed a complaint, Index No. 652175/2018 (the “Complaint”), alleging three causes of action: (1) tortious interference with prospective business relations/prospective economic advantage; (2) defamation/trade disparagement/injurious falsehood; and (3) unfair competition. The Complaint sought damages of no less than $1.5 billion, as well as exemplary and punitive damages, attorneys’ fees, interest, and an injunction. Defendants moved to dismiss the Complaint on September 21, 2018 and Caldera filed an amended complaint on January 21, 2019 (the “Amended Complaint”). Defendants moved to dismiss the Amended Complaint, and the Apollo Defendants submitted to the Court a Final Arbitration Award issued on April 26, 2019 in a JAMS arbitration, finding Caldera, Imran Siddiqui, and Ming Dang liable for various causes of action, including breaches of fiduciary duty and/or aiding and abetting thereof. Oral argument on the motions to dismiss was held on May 31, 2019. On December 20, 2019, the Court issued a Decision and Order dismissing Caldera’s complaint in its entirety as against all Defendants. On December 23, 2019, the Apollo Defendants filed a Notice of Entry of the Decision and Order. On January 8, 2020, Caldera filed a Notice of Appeal.

On March 7, 2019, plaintiff Elizabeth Morrison filed an amended complaint in an action captioned Morrison v. Ray Berry, et. al., Case No. 12808-VCG, pending in the Delaware Court of Chancery, adding as defendants AGM Inc. and certain AGM Inc. affiliates. The original complaint had only named as defendants certain officers and directors (the “TFM defendants”) of The Fresh Market, Inc. (“TFM”), claiming that those defendants breached their fiduciary duties to the TFM shareholders in connection with their consideration and approval of a merger agreement between TFM and certain entities affiliated with Apollo, including by engaging in a sale process that improperly favored AGM Inc., and/or Apollo Management

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FINANCIAL STATEMENTS (UNAUDITED)

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

VIII, L.P., by agreeing to an inadequate price and by filing materially deficient disclosures regarding the transaction. In addition to AGM Inc., the amended complaint added as defendants Apollo Overseas Partners (Delaware 892) VIII, L.P., Apollo Overseas Partners (Delaware) VIII, L.P., Apollo Overseas Partners VIII, L.P., Apollo Management VIII, L.P., AIF VIII Management, LLC, Apollo Management, L.P., Apollo Management GP, LLC, Apollo Management Holdings, L.P., Apollo Management Holdings GP, LLC, APO Corp., AP Professional Holdings, L.P., Apollo Advisors VIII, L.P., Apollo Investment Fund VIII, L.P., Pomegranate Holdings, Inc., and other defendants. The amended complaint alleged that the Apollo defendants aided and abetted the breaches of fiduciary duties by the TFM defendants. After the defendants moved to dismiss the complaint on May 1, 2019, Plaintiff filed a second amended complaint on June 3, 2019, maintaining the same claim against the same Apollo defendants as the prior complaint. Defendants moved to dismiss the second amended complaint on July 12, 2019. On December 31, 2019, the court issued a decision dismissing certain of the TFM defendants while denying the motions of others. The court deferred ruling on the motions filed by several defendants, including the Apollo-affiliated defendants. On June 1, 2020, the Court granted the Apollo-affiliated defendants’ motion to dismiss, but the case remained pending against the officer defendants and TFM’s financial advisor in the transaction. On July 7, 2021, the court approved a settlement among the Plaintiff and the remaining defendants. The settlement required no payment from any Apollo-affiliated defendants.

On October 21, 2019, a putative class action complaint was filed in the Delaware Court of Chancery against Presidio, Inc. (“Presidio”), all of the members of Presidio’s board of directors (including five directors who are affiliated with Apollo), and BC Partners Advisors L.P. and Port Merger Sub, Inc. (together, “BCP”) challenging the then-pending acquisition of Presidio by BCP (the “Presidio Merger”). The action is captioned Firefighters Pension System of City of Kansas City, Missouri Trust v. Presidio, Inc. et al, C.A. No. 2019-0839-JTL. The original complaint alleged that the Presidio directors breached their fiduciary duties in connection with the negotiation of the Presidio Merger and that the disclosures Presidio made in its filings with the SEC in connection with the Presidio Merger omitted material information, and that BCP aided and abetted those alleged breaches. On November 5, 2019, the Court of Chancery held a hearing on a motion by plaintiffs to preliminarily enjoin the stockholder vote and denied that motion. On January 28, 2020, following the closing of the Presidio Merger, plaintiffs filed an amended class action complaint, adding as defendants AGM Inc. and AP VIII Aegis Holdings, L.P. (together, the “Apollo Defendants”) and LionTree Advisors, LLC (Presidio’s financial advisor in connection with the Presidio Merger). The amended complaint alleges, among other things, that the Presidio directors breached their fiduciary duties in connection with the Presidio Merger, that the filings with the SEC in connection with the Presidio Merger omitted material information, that the Apollo Defendants were controlling stockholders of Presidio and breached their alleged fiduciary duties to Presidio’s public stockholders, and that BCP, LionTree and the Apollo Defendants aided and abetted breaches of fiduciary duties. The amended complaint seeks, among other relief, declaratory relief, class certification, and unspecified money damages. The defendants completed briefing on motions to dismiss the amended complaint on April 30, 2020. On January 29, 2021, the Court of Chancery issued an opinion and accompanying orders granting the Apollo Defendants’ motion to dismiss, granting the motions to dismiss filed by the directors other than Presidio’s CEO, and denying motions to dismiss as to BCP, Liontree, and Presidio’s CEO. Apollo believes the claims in this action are without merit.

On November 1, 2019, plaintiff Benjamin Fongers filed a putative class action in Illinois Circuit Court, Cook County, against CareerBuilder, LLC (“CareerBuilder”) and AGM Inc. Plaintiff alleges that in March 2019, CareerBuilder changed its compensation plan so that sales representatives such as Fongers would (i) receive reduced commissions; and (ii) only be able to receive commissions for accounts they originated that were not reassigned to anyone else, a departure from the earlier plan.  Plaintiff also claims that the plan applied retroactively to deprive sales representatives of commissions to which they were earlier entitled.  Plaintiff alleges that AGM Inc. exercises complete control over CareerBuilder and thus, CareerBuilder acts as AGM Inc.’s agent.  Based on these allegations, Plaintiff alleges claims against both defendants for breach of written contract, breach of implied contract, unjust enrichment, violation of the Illinois Sales Representative Act, and violation of the Illinois Wage and Payment Collection Act. The defendants removed the action to the Northern District of Illinois on December 5, 2019, and Plaintiff moved to remand on January 6, 2020. On October 21, 2020, the District Court granted the motion to remand. On January 11, 2021, the District Court ordered the Clerk of Court to take the necessary steps to transfer the case back to Illinois Circuit Court, Cook County. On March 8, 2021, Plaintiff filed a motion under 28 U.S.C. § 1447(c) to recover attorneys’ fees of approximately $35,000 for the remand briefing. Defendants filed their opposition on March 31, 2021, and Plaintiff replied on April 14, 2021. Defendants filed motions to dismiss the complaint in the Illinois Circuit Court, Cook County on June 11; plaintiff filed his opposition briefs on July 23; defendants’ replies are due August 13; and a status conference is set for August 18, 2021. CareerBuilder has also filed a Motion for a Protective Order and to Stay Discovery pending the outcome of the motions to dismiss. That motion will be fully briefed on July 26, 2021. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

In March 2020, Frank Funds, which claims to be a former shareholder of MPM Holdings, Inc. (“MPM”), commenced an action in the Delaware Court of Chancery, captioned Frank Funds v. Apollo Global Management, Inc., et al., C.A. No. 2020-0130, against AGM Inc., certain former MPM directors (including three Apollo officers and employees), and members of the consortium that acquired MPM in a May 2019 merger. The complaint asserts, on behalf of a putative class of former MPM shareholders, a claim against Apollo for breach of its fiduciary duties as MPM’s alleged controlling shareholder in connection with the May 2019 merger in which a consortium acquired MPM. Frank Funds seeks unspecified compensatory damages. Apollo believes the claims in this action are without merit. On July 1, 2020, Apollo moved to dismiss the complaint; briefing on that motion did not occur because the complaint was superseded, as described herein. On July 23, 2019, a group of former MPM shareholders filed an appraisal petition in Delaware Chancery Court seeking the fair value of their MPM shares that were purchased through MPM’s May 15, 2019 merger with a consortium of buyers, in an action captioned In re Appraisal of MPM Holdings, Inc., C.A. No. 2019-0519 (Del. Ch.). While Apollo was not a party to the appraisal action, it was served a document subpoena on October 22, 2019, to which it responded. On June 3, 2020, petitioners moved for leave to file a verified amended appraisal petition and class-action complaint that included claims for breach of fiduciary duty and/or aiding and abetting breaches of fiduciary duty against AGM Inc., the Apollo-affiliated fund that owned MPM’s shares before the merger, certain former MPM directors (including three Apollo employees), and members of the consortium that acquired MPM, based on alleged actions related to the May 2019 merger. The petitioners also sought to consolidate their appraisal proceeding with the Frank Funds action, and notified the Delaware Chancery Court via letter on September 23, 2020, that they had reached an agreement in principle with Frank Funds to consolidate the two cases. On November 13, 2020, the Chancery Court granted the parties’ stipulated order to consolidate the two matters, and on December 21, 2020, the Chancery Court granted petitioners’ motion for leave to file the proposed amended complaint. This new consolidated action is captioned In Re MPM Holdings Inc. Appraisal and Stockholder Litigation, C.A. No. 2019-0519 (Del Ch.). Defendants filed motions to dismiss the amended complaint on February 19, 2021, and the motions were fully briefed on July 26, 2021. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On March 12, 2020, AGM Inc. and several investment funds managed by subsidiaries of AGM Inc. (the “Apollo Funds”) were added as defendants in a class action filed by plaintiff Zachary Blair on December 7, 2017, in the Superior Court of California.  Plaintiff alleges he is a former employee of Classic Party Rentals, a party equipment rental company previously owned by the Apollo Funds. Plaintiff alleges that Classic Party Rentals failed to comply with California wage and hour and related laws, and also has asserted claims based on various provisions of the California labor code and California’s unfair competition laws. On October 11, 2019, the court certified a class of current and former non-exempt drivers, assistant drivers, and organizer employees of Classic Party Rentals who were paid on an hourly basis and who worked at Classic Party Rentals in California at any time from December 7, 2013, through the date of the class certification order. After being served with the Complaint in July 2020, a co-defendant removed the matter to the U.S. District Court for the Eastern District of California on August 24, 2020, and AGM Inc. and the Apollo Funds filed a motion to dismiss all claims against them on September 23, 2020. On March 24, 2021, the motion to dismiss was granted and the court dismissed the complaint without prejudice. On June 21, 2021, pursuant to a settlement reached by the parties, the court dismissed with prejudice the plaintiff’s individual claims and without prejudice the putative class claims against AGM Inc. and the Apollo Funds.

On May 29, 2020, plaintiff Vrajeshkumar Patel filed a putative stockholder derivative and class action complaint in the Delaware Court of Chancery against Talos Energy, Inc. (“Talos”), all of the members of Talos’s board of directors (including two Apollo partners), Riverstone Holdings, LLC (“Riverstone”), AGM Inc., and Guggenheim Securities, LLC in connection with the acquisition of certain assets from Castex Energy 2014, LLC and ILX Holdings, LLC in February 2020. The complaint asserts, on behalf of a putative class of shareholders and Talos, direct and derivative claims against Apollo, Riverstone, and the individual defendants for breach of their fiduciary duties. The plaintiff alleges that Apollo and Riverstone comprise a controlling shareholder group. The complaint seeks, among other relief, class certification and unspecified money damages. On August 4, 2020, the defendants filed motions to dismiss the complaint in its entirety. The motion is now fully briefed and oral argument was held on February 19, 2021. On May 17, 2021, Vice Chancellor Zurn sent a letter to counsel ordering that the Riverstone funds and Apollo funds that hold the relevant Talos stock be joined as necessary parties. The parties filed a stipulation, which was entered by the court on June 7, 2021, adding Riverstone Talos Energy Equityco LLC, Riverstone Talos Energy Debtco LLC, Apollo Talos Holdings, L.P., and AP Talos Energy Debtco LLC as defendants in the action. These parties adopted the arguments previously advanced by the Riverstone and Apollo defendants, and did not engage in any separate briefing or argument. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time. 

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

On August 4, 2020, a putative class action complaint was filed in the United States District Court for the District of Nevada against PlayAGS Inc. (“PlayAGS”), all of the members of PlayAGS’s board of directors (including three directors who are affiliated with Apollo), certain underwriters of PlayAGS (including Apollo Global Securities, LLC), as well as AGM Inc., Apollo Investment Fund VIII, L.P., Apollo Gaming Holdings, L.P., and Apollo Gaming Voteco, LLC (these last four parties, together, the “Apollo Defendants”). The complaint asserts claims arising under the Securities Act of 1933 in connection with certain secondary offerings of PlayAGS stock conducted in August 2018 and March 2019, alleging that the registration statements issued in connection with those offerings did not fully disclose certain business challenges facing PlayAGS. Such claims are asserted against all defendants, including Apollo Global Securities, LLC and the Apollo Defendants, as well as all directors (including the directors affiliated with Apollo). The complaint further asserts a control person claim under Section 20(a) of the Securities Exchange Act of 1934 against the Apollo Defendants and the director defendants (including the directors affiliated with Apollo), alleging that the Apollo Defendants and the director defendants were responsible for certain misstatements and omissions by PlayAGS about its business during a putative class period from May 3, 2018 through August 7, 2019. Plaintiffs filed a consolidated amended complaint on January 21, 2021, and they filed a further amended complaint on March 25, 2021. Apollo filed a motion to dismiss on May 24, 2021. Plaintiffs filed an opposition to the motion to dismiss on July 23, 2021. Apollo’s reply brief is due September 13, 2021. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Commitments and Contingencies—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, 2021, fixed and determinable payments due in connection with these obligations were as follows:

	Remaining 2021		2022		2023		2024		2025		Thereafter		Total
Other long-term obligations	$	21,523	$	7,555	$	2,020	$	820	$	711	$	711	$	33,340

Contingent Obligations—Performance allocations with respect to certain funds are subject to reversal in the event of future losses to the extent of the cumulative revenues 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, 2021 and that would be reversed approximates $4.1 billion. Management views the possibility of all of the investments becoming worthless as remote. Performance allocations are 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 performance allocations 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 14 to our condensed consolidated financial statements for further details regarding the general partner obligation.

Certain funds may not generate performance allocations as a result of unrealized and realized losses that are recognized in the current and prior reporting period. In certain cases, performance allocations 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 of related parties of Apollo, including portfolio companies of the funds Apollo manages, as well as third parties. As of June 30, 2021 and December 31, 2020, there were no open underwriting commitments.

In connection with the launch of a non-traded business development company (“BDC”), the Company agreed to guarantee a commitment to purchase the underlying portfolio investment, in the event the BDC does not raise sufficient third party capital. The Company’s maximum commitment is $510 million, and is backstopped by an unconsolidated related party fund up to $500 million. The likelihood that performance under the guarantee arrangement will be required is determined to be remote.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

Merger Agreement Termination Fee—In connection with the merger with Athene Holding, the Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement, AGM Inc. will be obligated to pay AHL a cash termination fee of $81.9 million. See note 14 for further disclosure regarding the Merger Agreement and termination fee.

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 performance revenues 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 performance revenue 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 $129.0 million and $119.8 million as of June 30, 2021 and December 31, 2020, 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 6 for further information regarding fair value measurements.

16. SEGMENT REPORTING

Apollo conducts its business primarily in the United States through three reportable segments: credit, private equity and real assets. Segment information is utilized by 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.

Segment Distributable Earnings

Segment Distributable Earnings, or “Segment DE”, is the key performance measure used by management in evaluating the performance of Apollo’s credit, private equity and real assets segments. Management believes the components of Segment DE, such as the amount of management fees, advisory and transaction fees and realized performance fees, are indicative of the Company’s performance. Management uses Segment DE in making key operating decisions such as the following:

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

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

•Decisions related 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 the funds and those of Apollo’s stockholders by providing such individuals a profit sharing interest in the performance fees earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on Apollo’s performance and growth for the year; and

•Decisions related to the amount of earnings available for dividends to Class A Common Stockholders, holders of RSUs that participate in dividends and holders of AOG Units that participate in dividends.

Segment DE is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. Segment DE represents the amount of Apollo’s net realized earnings, excluding the effects of the consolidation of any of the related funds and SPACs, taxes and related payables, transaction-related charges and any acquisitions. Transaction-related charges includes equity-based compensation charges, the amortization of intangible assets, contingent consideration, and certain other charges associated with acquisitions, and restructuring charges. In addition, Segment

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

DE 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 variable interest entities that are included in the condensed consolidated financial statements. Segment DE also excludes impacts of the remeasurement of the tax receivable agreement liability recorded in other income, which arises from changes in the associated deferred tax balance.

Segment DE 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 Segment DE as a measure of operating performance, not as a measure of liquidity. Segment DE 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 Segment DE without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using Segment DE 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 Segment DE to its most directly comparable U.S. GAAP measure of income (loss) before income tax provision can be found in this footnote.

Fee Related Earnings

Fee Related Earnings (“FRE”) is derived from our segment reported results and refers to a component of Segment DE that is used as a supplemental performance 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) performance fees related to business development companies, Redding Ridge Holdings LP (“Redding Ridge Holdings”), an affiliate of Redding Ridge, and MidCap and (iv) other income, net, less (x) salary, bonus and benefits, excluding equity-based compensation, (y) other associated operating expenses and (z) non-controlling interests in the management companies of certain funds the Company manages.

The following tables present financial data for Apollo’s reportable segments.

	As of and for the Three Months Ended June 30, 2021
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	273,307	$	123,106	$	65,823	$	462,236
Advisory and transaction fees, net	54,757		27,047		1,431		83,235
Performance fees(1)	8,075		—		—		8,075
Fee Related Revenues	336,139		150,153		67,254		553,546
Salary, bonus and benefits	(75,299)		(58,856)		(30,003)		(164,158)
General, administrative and other	(43,590)		(27,546)		(15,455)		(86,591)
Placement fees	(589)		—		—		(589)
Fee Related Expenses	(119,478)		(86,402)		(45,458)		(251,338)
Other income (loss), net of Non-Controlling Interest	(990)		696		(304)		(598)
Fee Related Earnings	215,671		64,447		21,492		301,610
Realized performance fees	103,789		361,793		3,174		468,756
Realized profit sharing expense	(71,970)		(173,191)		(1,392)		(246,553)
Net Realized Performance Fees	31,819		188,602		1,782		222,203
Realized principal investment income, net(2)	2,588		67,102		451		70,141
Net interest loss and other	(11,869)		(13,738)		(11,453)		(37,060)
Segment Distributable Earnings(3)	$	238,209	$	306,413	$	12,272	$	556,894
Total Assets(3)	$	6,100,580	$	4,868,181	$	785,017	$	11,753,778

(1)Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

(3)Refer below for a reconciliation of total revenues, total expenses, other loss 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, 2020
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	224,721	$	127,592	$	49,509	$	401,822
Advisory and transaction fees, net	13,756		44,802		3,191		61,749
Performance fees(1)	3,440		—		—		3,440
Fee Related Revenues	241,917		172,394		52,700		467,011
Salary, bonus and benefits	(52,806)		(53,202)		(28,991)		(134,999)
General, administrative and other	(37,251)		(21,770)		(12,782)		(71,803)
Placement fees	(358)		—		—		(358)
Fee Related Expenses	(90,415)		(74,972)		(41,773)		(207,160)
Other income (loss), net of Non-Controlling Interest	(724)		2		116		(606)
Fee Related Earnings	150,778		97,424		11,043		259,245
Realized performance fees	4,359		3,549		2,929		10,837
Realized profit sharing expense	(4,359)		(3,549)		(2,929)		(10,837)
Net Realized Performance Fees	—		—		—		—
Realized principal investment income, net(2)	1,810		3,404		5		5,219
Net interest loss and other	(11,857)		(11,686)		(5,507)		(29,050)
Segment Distributable Earnings (3)	$	140,731	$	89,142	$	5,541	$	235,414

(1)Represents certain performance fees related to business development companies and Redding Ridge Holdings and Midcap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

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

     The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments:

	For the Three Months Ended June 30,
	2021		2020
Total Consolidated Revenues	$	1,382,325	$	1,508,335
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(34,119)		(24,847)
Adjustments related to consolidated funds and VIEs(1)	32,609		16,165
Performance fees(2)	(748,508)		(918,493)
Principal investment income	(78,761)		(114,149)
Total Fee Related Revenues	553,546		467,011
Realized performance fees	468,756		10,837
Realized principal investment income, net and other	70,141		4,376
Total Segment Revenues	$	1,092,443	$	482,224

(1)Represents advisory fees, management fees and performance fees 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.

(2)Excludes certain performance fees from business development companies, Redding Ridge Holdings and MidCap.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments:

	For the Three Months Ended June 30,
	2021		2020
Total Consolidated Expenses	$	746,787	$	702,777
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(37,886)		(21,662)
Reclassification of interest expenses	(34,814)		(32,291)
Transaction-related charges, net(1)	(31,572)		(32,110)
Equity-based compensation	(19,491)		(17,747)
Total profit sharing expense(2)	(371,686)		(389,987)
Dividend-related compensation expense	—		(1,820)
Total Fee Related Expenses	251,338		207,160
Realized profit sharing expense	246,553		10,837
Total Segment Expenses	$	497,891	$	217,997

(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, and restructuring charges.

(2)Includes unrealized profit sharing expense, realized profit sharing expense and equity-based profit sharing expense and other.

The following table reconciles total consolidated other income (loss) to total other loss for Apollo’s reportable segments:

	For the Three Months Ended June 30,
	2021		2020
Total Consolidated Other Income (Loss)	$	1,063,973	$	333,850
Adjustments related to consolidated funds and VIEs(1)	(147,661)		(56,197)
Net (gains) losses from investment activities	(913,751)		(270,112)
Interest income and other, net of Non-Controlling Interest	(3,159)		(8,147)
Other Income, net of Non-Controlling Interest	(598)		(606)
Net interest loss and other	(37,060)		(28,207)
Total Segment Other Loss	$	(37,658)	$	(28,813)

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

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

(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 Segment Distributable Earnings:

	For the Three Months Ended June 30,
	2021		2020
Income before income tax (provision) benefit	$	1,699,511	$	1,139,408
Transaction-related charges(1)	31,572		32,110
Net income attributable to Non-Controlling Interests in consolidated entities	(116,276)		(41,068)
Unrealized performance fees	(279,750)		(907,656)
Unrealized profit sharing expense	98,141		340,687
Equity-based profit sharing expense and other(2)	26,992		38,463
Equity-based compensation	19,491		17,747
Unrealized principal investment (income) loss	(8,620)		(107,110)
Unrealized net (gains) losses from investment activities and other	(914,167)		(277,167)
Segment Distributable Earnings	$	556,894	$	235,414

(1)    Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions, and restructuring charges.

(2)    Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.

	As of and for the Six Months Ended June 30, 2021
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	541,338	$	245,374	$	124,193	$	910,905
Advisory and transaction fees, net	87,887		48,378		2,465		138,730
Performance fees(1)	16,846		—		—		16,846
Fee Related Revenues	646,071		293,752		126,658		1,066,481
Salary, bonus and benefits	(144,678)		(117,605)		(59,246)		(321,529)
General, administrative and other	(80,219)		(48,675)		(26,345)		(155,239)
Placement fees	(1,066)		—		—		(1,066)
Fee Related Expenses	(225,963)		(166,280)		(85,591)		(477,834)
Other income (loss), net of Non-Controlling Interest	(1,549)		1,419		(251)		(381)
Fee Related Earnings	418,559		128,891		40,816		588,266
Realized performance fees	118,160		432,714		24,636		575,510
Realized profit sharing expense	(79,924)		(210,781)		(13,604)		(304,309)
Net Realized Performance Fees	38,236		221,933		11,032		271,201
Realized principal investment income, net(2)	4,435		88,805		3,535		96,775
Net interest loss and other	(25,654)		(27,236)		(17,676)		(70,566)
Segment Distributable Earnings(3)	$	435,576	$	412,393	$	37,707	$	885,676
Total Assets(3)	$	6,100,580	$	4,868,181	$	785,017	$	11,753,778

(1)Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

(3)Refer below for a reconciliation of total revenues, total expenses, other loss 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, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

	For the Six Months Ended June 30, 2020
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	432,950	$	252,860	$	98,380	$	784,190
Advisory and transaction fees, net	29,023		65,145		4,313		98,481
Performance fees(1)	5,844		—		—		5,844
Fee Related Revenues	467,817		318,005		102,693		888,515
Salary, bonus and benefits	(109,814)		(95,682)		(53,524)		(259,020)
General, administrative and other	(72,624)		(43,764)		(23,768)		(140,156)
Placement fees	(664)		(107)		—		(771)
Fee Related Expenses	(183,102)		(139,553)		(77,292)		(399,947)
Other loss, net of Non-Controlling Interest	(1,387)		25		95		(1,267)
Fee Related Earnings	283,328		178,477		25,496		487,301
Realized performance fees	30,220		4,692		41,671		76,583
Realized profit sharing expense	(29,916)		(4,996)		(41,671)		(76,583)
Net Realized Performance Fees	304		(304)		—		—
Realized principal investment income, net(2)	3,184		3,946		3,672		10,802
Net interest loss and other	(28,971)		(27,360)		(9,853)		(66,184)
Segment Distributable Earnings (3)	$	257,845	$	154,759	$	19,315	$	431,919

(1)Represents certain performance fees related to business development companies, Redding Ridge Holdings and Midcap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

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

     The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments:

	For the Six Months Ended June 30,
	2021		2020
Total Consolidated Revenues	$	3,677,025	$	39,249
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(67,674)		(60,688)
Adjustments related to consolidated funds and VIEs(1)	75,033		14,714
Performance fees(2)	(2,145,760)		815,942
Principal investment (income) loss	(472,143)		79,298
Total Fee Related Revenues	1,066,481		888,515
Realized performance fees	575,510		76,583
Realized principal investment income, net and other	96,775		9,117
Total Segment Revenues	$	1,738,766	$	974,215

(1)Represents advisory fees, management fees and performance fees 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.

(2)Excludes certain performance fees from business development companies, Redding Ridge Holdings and MidCap.

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments:

	For the Six Months Ended June 30,
	2021		2020
Total Consolidated Expenses	$	1,768,531	$	374,343
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(77,488)		(53,873)
Reclassification of interest expenses	(69,613)		(63,533)
Transaction-related charges, net(1)	(51,666)		(10,711)
Charges associated with corporate conversion (2)	—		(1,064)
Equity-based compensation	(35,649)		(31,817)
Total profit sharing expense(3)	(1,053,306)		190,962
Dividend-related compensation expense	(2,975)		(4,360)
Total Fee Related Expenses	477,834		399,947
Realized profit sharing expense	304,309		76,583
Total Segment Expenses	$	782,143	$	476,530

(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, and restructuring charges.

(2)Represents expenses incurred in relation to the conversion to a corporation.

(3)Includes unrealized profit sharing expense, realized profit sharing expense and equity-based profit sharing expense and other.

The following table reconciles total consolidated other income (loss) to total other loss for Apollo’s reportable segments:

	For the Six Months Ended June 30,
	2021		2020
Total Consolidated Other Income (Loss)	$	1,512,766	$	(1,105,194)
Adjustments related to consolidated funds and VIEs(1)	(255,063)		110,268
Loss from change in tax receivable agreement liability	(1,941)		—
Net (gains) losses from investment activities	(1,268,900)		994,132
Interest income and other, net of Non-Controlling Interest	12,757		(473)
Other Income (Loss), net of Non-Controlling Interest	(381)		(1,267)
Net interest loss and other	(70,566)		(64,499)
Total Segment Other Loss	$	(70,947)	$	(65,766)

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

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APOLLO GLOBAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

(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 Segment Distributable Earnings:

	For the Six Months Ended June 30,
	2021		2020
Income (Loss) before income tax (provision) benefit	$	3,421,260	$	(1,440,288)
Transaction-related charges(1)	51,666		10,711
Charges associated with corporate conversion(2)	—		1,064
Loss from change in tax receivable agreement liability	(1,941)		—
Net (income) loss attributable to Non-Controlling Interests in consolidated entities	(186,854)		123,341
Unrealized performance fees	(1,570,249)		892,525
Unrealized profit sharing expense	687,133		(340,496)
Equity-based profit sharing expense and other(3)	61,864		72,951
Equity-based compensation	35,649		31,817
Unrealized principal investment (income) loss	(372,393)		94,460
Unrealized net (gains) losses from investment activities and other	(1,240,459)		985,834
Segment Distributable Earnings	$	885,676	$	431,919

(1)    Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions, and restructuring charges.

(2)    Represents expenses incurred in relation to the conversion to a corporation.

(3)    Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.

The following table presents the reconciliation of Apollo’s total reportable segment assets to total assets:

	As of June 30, 2021		As of December 31, 2020
Total reportable segment assets	$	11,753,778	$	8,681,467
Adjustments(1)	15,787,568		14,987,617
Total assets	$	27,541,346	$	23,669,084

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

17. SUBSEQUENT EVENTS

Dividends

On August 4, 2021, the Company declared a cash dividend of $0.50 per share of Class A Common Stock, which will be paid on August 31, 2021 to holders of record at the close of business on August 19, 2021.

On August 4, 2021, the Company declared a cash dividend of $0.398438 per share of Series A Preferred Stock and Series B Preferred Stock, which will be paid on September 15, 2021 to holders of record at the close of business on September 1, 2021.

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ITEM 1A. UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION

APOLLO GLOBAL MANAGEMENT, INC.

CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(dollars in thousands, except share data)

	As of June 30, 2021
	Apollo Global Management, Inc. and Consolidated Subsidiaries		Consolidated Funds and VIEs		Eliminations		Consolidated
Assets:
Cash and cash equivalents	$	1,823,421	$	1,291	$	—	$	1,824,712
Restricted cash and cash equivalents	17,695		1,507,207		—		1,524,902
Investments	8,186,436		413		(276,330)		7,910,519
Assets of consolidated variable interest entities:
Cash and cash equivalents	—		805,736		—		805,736
Investments, at fair value	—		14,040,590		(380,959)		13,659,631
Other assets	—		169,900		(1,911)		167,989
Incentive fees receivable	13,802		—		—		13,802
Due from related parties	505,940		(3,321)		(76,692)		425,927
Deferred tax assets, net	235,118		—		—		235,118
Other assets	492,811		2,137		(493)		494,455
Lease assets	361,597		—		—		361,597
Goodwill	116,958		—		—		116,958
Total Assets	$	11,753,778	$	16,523,953	$	(736,385)	$	27,541,346
Liabilities, Redeemable non-controlling interests and Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	138,541	$	3,149	$	(2)	$	141,688
Accrued compensation and benefits	169,554		—		—		169,554
Deferred revenue	74,946		—		—		74,946
Due to related parties	440,019		5,800		(6,157)		439,662
Profit sharing payable	1,521,906		—		—		1,521,906
Debt	3,154,289		—		—		3,154,289
Liabilities of consolidated variable interest entities:
Debt, at fair value	—		8,226,118		(148,830)		8,077,288
Notes payable	—		2,601,543		(102,795)		2,498,748
Other liabilities	—		966,791		(54,352)		912,439
Due to related parties	—		32,393		(32,393)		—
Other liabilities	407,623		122,493		(18,366)		511,750
Lease liabilities	409,930		—		—		409,930
Total Liabilities	6,316,808		11,958,287		(362,895)		17,912,200
Redeemable non-controlling interests:
Redeemable non-controlling interests	—		1,410,683		6,028		1,416,711
Stockholders’ Equity:
Apollo Global Management, Inc. Stockholders’ Equity:
Series A Preferred Stock	264,398		—		—		264,398
Series B Preferred Stock	289,815		—		—		289,815
Additional paid in capital	865,255		(57,334)		14,691		822,612
Retained earnings (accumulated deficit)	1,004,571		374,275		(388,048)		990,798
Accumulated other comprehensive income (loss)	(2,456)		6,075		(6,161)		(2,542)
Total Apollo Global Management, Inc. Stockholders’ Equity	2,421,583		323,016		(379,518)		2,365,081
Non-Controlling Interests in consolidated entities	6,154		2,831,967		—		2,838,121
Non-Controlling Interests in Apollo Operating Group	3,009,233		—		—		3,009,233
Total Stockholders’ Equity	5,436,970		3,154,983		(379,518)		8,212,435
Total Liabilities, Redeemable non-controlling interests and Stockholders’ Equity	$	11,753,778	$	16,523,953	$	(736,385)	$	27,541,346

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APOLLO GLOBAL MANAGEMENT, INC.

CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(dollars in thousands, except share data)

	As of December 31, 2020
	Apollo Global Management, Inc. and Consolidated Subsidiaries		Consolidated Funds and VIEs		Eliminations		Consolidated
Assets:
Cash and cash equivalents	$	1,555,252	$	265	$	—	$	1,555,517
Restricted cash	17,708		—		—		17,708
U.S. Treasury securities, at fair value	—		816,985		—		816,985
Investments	5,244,465		334		(249,388)		4,995,411
Assets of consolidated variable interest entities:
Cash and cash equivalents	—		893,306		—		893,306
Investments, at fair value	—		13,878,603		(562,587)		13,316,016
Other assets	—		290,264		—		290,264
Incentive fees receivable	5,231		—		—		5,231
Due from related parties	543,169		(4)		(80,782)		462,383
Deferred tax assets, net	539,244		—		—		539,244
Other assets	364,342		1,118		(497)		364,963
Lease assets	295,098		—		—		295,098
Goodwill	116,958		—		—		116,958
Total Assets	$	8,681,467	$	15,880,871	$	(893,254)	$	23,669,084
Liabilities, Redeemable non-controlling interests and Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	119,784	$	198	$	—	$	119,982
Accrued compensation and benefits	82,343		—		—		82,343
Deferred revenue	30,369		—		—		30,369
Due to related parties	608,455		1,871		(1,857)		608,469
Profit sharing payable	842,677		—		—		842,677
Debt	3,155,221		—		—		3,155,221
Liabilities of consolidated variable interest entities:
Debt, at fair value	—		9,022,414		(361,899)		8,660,515
Notes payable	—		2,574,879		(102,908)		2,471,971
Other liabilities	—		836,181		(63,136)		773,045
Due to related parties	—		23,898		(23,898)		—
Other liabilities	267,023		28,589		—		295,612
Lease liabilities	332,915		—		—		332,915
Total Liabilities	5,438,787		12,488,030		(553,698)		17,373,119
Redeemable non-controlling interests:
Redeemable non-controlling interests	—		782,702		—		782,702
Stockholders’ Equity:
Apollo Global Management, Inc. Stockholders’ Equity:
Series A Preferred stock	264,398		—		—		264,398
Series B Preferred stock	289,815		—		—		289,815
Additional paid in capital	877,173		(12,928)		12,928		877,173
Retained earnings (accumulated deficit)	—		334,998		(334,998)		—
Accumulated other comprehensive income (loss)	(2,044)		17,459		(17,486)		(2,071)
Total Apollo Global Management, Inc. Stockholders’ Equity	1,429,342		339,529		(339,556)		1,429,315
Non-Controlling Interests in consolidated entities	5,118		2,270,610		—		2,275,728
Non-Controlling Interests in Apollo Operating Group	1,808,220		—		—		1,808,220
Total Stockholders’ Equity	3,242,680		2,610,139		(339,556)		5,513,263
Total Liabilities and Stockholders’ Equity	$	8,681,467	$	15,880,871	$	(893,254)	$	23,669,084

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

The following discussion should be read in conjunction with Apollo Global Management, Inc.’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 in the section entitled “Risk Factors” in the 2020 Annual Report and Quarterly Report on Form 10-Q filed with the SEC on May 10, 2021. 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 high-growth, global alternative asset manager. We are a contrarian, value-oriented asset manager in credit, private equity 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 Joshua Harris and Marc Rowan, who have worked together for more than 34 years and lead a team of 1,825 employees, including 569 investment professionals, as of June 30, 2021.

Apollo conducts its business primarily in the United States through the following three reportable segments:

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

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

(iii)Real assets—primarily invests in (i) real estate equity and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies, (ii) real estate and infrastructure debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities and (iii) European performing and non-performing loans, and unsecured consumer loans.

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 performance fees, which generally constitute 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 driven by continued growth in traditional funds and managed accounts as well as growth in asset management services to the insurance industry and in performing credit products. 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, 2021, we had total AUM of $471.8 billion across all of our businesses. More than 89% of our total AUM was in funds with a contractual life at inception of five years or more, and 59% of such AUM was in permanent capital vehicles.

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

	Gross Returns		Net Returns
Category	For the Three Months Ended June 30, 2021	For the Six Months Ended June 30, 2021	For the Three Months Ended June 30, 2021	For the Six Months Ended June 30, 2021
Corporate Credit	2.0%	4.6%	1.7%	3.9%
Structured Credit	4.5%	10.1%	4.0%	9.1%
Direct Origination	2.7%	9.2%	2.0%	7.2%

On December 31, 2017, Fund IX held its final closing, raising a total of $23.5 billion in third-party capital and approximately $1.2 billion of additional capital from Apollo and affiliated investors for total commitments of $24.7 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, 2021, Fund VIII had $2.5 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, 2021, Fund VII had $1.8 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, 2021. Apollo’s private equity fund appreciation was 9.5% and 33.6% for the three and six months ended June 30, 2021, respectively.

For our real assets segment, there was a total gross return of 4.0% and 7.7% for the three and six months ended June 30, 2021, respectively, which represents gross return for our real estate equity funds and their co-investment capital, the European principal finance funds, and infrastructure equity funds.

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

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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 4, 2021. As of August 4, 2021, there were 235,527,358 Class A shares, 1 Class B share and 1 Class C share issued and outstanding, and 168,253,613 AOG Units held by Holdings that are exchangeable for Class A shares on a one-for-one basis. In addition, as of August 4, 2021, Athene held 29,154,519 AOG Units that are non-voting equity interests of the Apollo Operating Group and are not exchangeable for Class A shares.

(1)As of August 4, 2021, the Class A shares represented 9.2% of the total voting power of the Class A shares, the Class B share and the Class C share, voting together as a single class, with respect to General Stockholder Matters. As of August 4, 2021, the Class A shares represented 54.4% of the total voting power of the Class A shares and the Class B share with respect to certain matters upon which they are entitled to vote pursuant to the certificate of incorporation of AGM Inc. (“COI”).

(2)Our Co-Founders own BRH Holdings GP, Ltd., which in turn holds our only outstanding Class B share. As of August 4, 2021, the Class B share represented 7.7% of the total voting power of the Class A shares, the Class B share and the Class C share, voting together as a single class, with respect to General Stockholder Matters, and a de minimus economic interest in AGM Inc. As of August 4, 2021, the Class B share represented 45.6% of the total voting power of the Class A shares and the Class B share with respect to certain matters upon which they are entitled to vote as a single class.

(3)Through BRH Holdings, L.P., our Co-Founders indirectly beneficially own through estate planning vehicles, limited partner interests in Holdings. Our Co-Founders’ economic interests are represented by their indirect beneficial ownership, through Holdings, of 35.1% of the limited partner interests in the Apollo Operating Group.

(4)Holdings owns 38.9% of the limited partner or limited liability company interests in each Apollo Operating Group entity. The AOG Units held by Holdings are exchangeable for Class A shares. Our Co-Founders, through their interests in BRH and Holdings, beneficially own 35.1% of the AOG Units. Our Contributing Partners, through their interests in Holdings, beneficially own 3.8% of the AOG Units.

(5)BRH Holdings GP, Ltd. is the sole member of AGM Management, LLC, which in turns holds our only outstanding Class C share. The Class C share bestows to its holder certain management rights over AGM Inc. As of August 4, 2021, the Class C share represented 83.1% of the total voting power of the Class A shares, the Class B share and the Class C share, voting together as a single class, with respect to General Stockholder Matters, and a de minimus economic interest in AGM Inc.

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(6)Represents 54.4% of the limited partner or limited liability company interests in each Apollo Operating Group entity, held through the intermediate holding companies. AGM Inc. also indirectly owns 100% of the general partner or managing member interests in each Apollo Operating Group entity.

(7)Represents 6.7% of the limited partner or limited liability company interests in each Apollo Operating Group entity held by Athene Holding Ltd. and/or its affiliates. AOG Units held by Athene are non-voting equity interests of the Apollo Operating Group and are not exchangeable for Class A shares.

Each of the Apollo Operating Group entities 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:

•Historically, we were a holding company that was qualified as a partnership for U.S. federal income tax purposes. Our intermediate holding companies enabled us to maintain our partnership status and to meet the qualifying income exception. Effective September 5, 2019, Apollo Global Management, LLC converted from a Delaware limited liability company to a Delaware corporation named Apollo Global Management, Inc.

•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, partnerships or other entities 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.

On March 8, 2021, we announced that we entered into a binding governance term sheet with the Co-Founders. The term sheet sets forth a number of changes to our governance structure and a timeline for their implementation, including changes relating to:

• composition and size of our board of directors;

• Board committees, including to create a nominating and corporate governance committee, a compensation committee, and a new executive committee. The new executive committee will for the first year consist of at least three members, but no more than four members, including Jay Clayton, as the committee’s Chairman, Marc Rowan and Joshua Harris; and

• elimination of the Up-C structure – as promptly as practicable following the receipt of all required regulatory approvals:

• the single Class B share that is held by BRH Holdings GP, Ltd. will be converted into shares of Series I Preferred Stock of AGM Inc. equal in number to the outstanding AOG Units (other than those AOG Units held by the Company and Athene) and entitled to one vote per share on each matter properly presented to the stockholders of AGM Inc.;

• upon the issuance of the Series I Preferred Stock, the Co-Founders shall cause AGM Management, LLC to surrender to the Company the sole Class C share;

• on or prior to June 30, 2022, as designated by us, which date will coincide with the consummation of the transactions contemplated by the Merger Agreement, provided that if the transactions contemplated by the Merger Agreement have not been consummated by June 30, 2022, then the mandatory exchange date will be June 30, 2022 (such date, the “Mandatory Exchange Date”), a wholly-owned subsidiary of a newly formed holding company (“NewCo”) will merge with and into AGM Inc., with AGM Inc. to be the surviving company in the merger. Upon consummation of this merger, each holder of a share of Class A common stock will receive on a tax-free basis shares of Class A common stock of NewCo and will no longer hold any equity interests in the Company;

• on the Mandatory Exchange Date all AOG Units beneficially owned by each holder of AOG Units (other than those held by the Company and Athene) will be transferred to NewCo and one or more of its affiliates in a series of transactions in exchange for (i) such number of shares of Class A common stock of NewCo equal to the aggregate

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number of AOG Units beneficially owned by such AOG Unit owners as of immediately prior to the mandatory exchange (such AOG Units, the “Outstanding AOG Units”) and (ii) an aggregate amount in cash equal to the product of (a) number of Outstanding AOG Units multiplied by (b) $3.66, payable over a period of four years in equal quarterly installments (the “AOG Unit Payment”); provided, however, that in the event that we consummate the transactions contemplated by the Merger Agreement simultaneously with the mandatory exchange, the AOG Unit Payment will be payable over the period between the date on which the transactions contemplated by the Merger Agreement are consummated and the third anniversary of the Mandatory Exchange Date in equal quarterly installments (such transactions collectively, the “mandatory exchange”).

The term sheet also states that the tax receivable agreement will not be applicable for the mandatory exchange, but will remain in effect for any exchanges occurring prior to the Mandatory Exchange Date.

The parties to the term sheet agreed that, upon the surrender of the Class C share, the Company will provide each Co-Founder with certain stockholder rights set forth in a stockholder agreement, as provided in the term sheet.

Implementation of the provisions of the term sheet remains subject to regulatory and stockholder approvals, and there can be no certainty on the consummation or the timing of these changes.

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’ portfolio companies and related income we may recognize.

In the U.S., the S&P 500 Index increased by 8.2% during the second quarter of 2021, following an increase of 5.8% during the first quarter of 2021. Global equity markets also appreciated during the quarter, with the MSCI All Country World ex USA Index increasing 5.9% following an increase of 4.2% in the first quarter of 2021.

Conditions in the credit markets also have a significant impact on our business. Credit markets were positive in the second quarter of 2021, with the BofAML HY Master II Index increasing by 2.8%, while the S&P/LSTA Leveraged Loan Index increased by 1.1%. The U.S. 10-year Treasury yield decreased during the quarter to 1.45%. The Federal Reserve kept the benchmark interest rate steady during the last twelve months at a target range of 0% to 0.25%.

Foreign exchange rates can materially impact the valuations of our investments and those of our funds that are denominated in currencies other than the U.S. dollar. Relative to the U.S. dollar, the Euro appreciated 1.1% during the quarter, after depreciating by 4.0% in the first quarter of 2021, while the British pound appreciated 0.4% during the quarter, after appreciating 0.9% in the first quarter of 2021. The price of crude oil appreciated by 24.2% during the quarter, after appreciating by 21.9% during the first quarter of 2021.

In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported real GDP increased at an annual rate of 6.5% in the second quarter of 2021, following an increase of 6.4% in the first quarter of 2021. As of July 2021, the International Monetary Fund estimated that the U.S. economy will expand by 7.0% in 2021 and 4.9% in 2022. The U.S. Bureau of Labor Statistics reported that the U.S. unemployment rate decreased to 5.9% as of June 30, 2021.

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 $27.8 billion and $52.7 billion of capital through the funds it manages during the three and six months ended June 30, 2021, respectively. Drawdown capital deployed was $6.5 billion and $9.2 billion during the three and six months ended June 30, 2021, respectively. We believe Apollo’s expertise in credit and its focus on nine core industry sectors, combined with more than 31 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

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accommodative to raise larger successor funds, launch new products, and pursue attractive strategic growth opportunities, such as continuing to grow the assets of our permanent capital vehicles. As such, Apollo had $12.4 billion and $25.8 billion of capital inflows during the three and six months ended June 30, 2021, respectively. Apollo returned $9.0 billion and $12.7 billion of capital and realized gains to the investors in the funds it manages during the three and six months ended June 30, 2021, respectively.

On October 20, 2020, at a regularly scheduled meeting of AGM Inc.’s board of directors, Apollo’s former Chairman and Chief Executive Officer, Leon Black, requested that the conflicts committee of the board of directors (comprised of independent directors) retain outside counsel to conduct a thorough review of, and independently confirm, the information that Mr. Black has conveyed about his previous professional relationship with Mr. Jeffrey Epstein. The conflicts committee had retained Dechert LLP as outside counsel to conduct a thorough, independent review which included interviewing individuals and examining relevant documents.

On January 25, 2021, the Company announced that the conflicts committee of the board of directors had completed its previously announced independent review of Mr. Black’s previous professional relationship with Jeffrey Epstein and publicly released the review’s findings. The findings of the report are consistent with statements made by Mr. Black and Apollo regarding the prior relationship.

On January 25, 2021, the Company announced that, at a meeting of the executive committee of our board of directors on January 24, 2021, Mr. Black informed the executive committee members that he intends to retire from his position as Chief Executive Officer of the Company on or before July 31, 2021. Leon Black, Marc Rowan and Joshua Harris, on behalf of our Class C Stockholder, voted to appoint Mr. Rowan as our Chief Executive Officer to begin serving in such role effective upon Mr. Black’s retirement.

On March 21, 2021, Mr. Black stepped down from his position as Chief Executive Officer, Director and Chairman, and as a member of the executive committee of our board of directors. Mr. Rowan formally assumed the role of Chief Executive Officer of AGM Inc. The executive committee of our board of directors appointed Lead Independent Director Jay Clayton to serve as Non-Executive Chairman of the Board effective March 21, 2021.

On May 20, 2021, the Company announced that Co-Founder Joshua Harris will step down from his day-to-day role at Apollo effective upon the closing date of Apollo’s merger with Athene, while continuing to serve on our board of directors and the executive committee of our board of directors.

Managing Business Performance

We believe that the presentation of Segment DE supplements a reader’s understanding of the economic operating performance of each of our segments.

Segment Distributable Earnings and Distributable Earnings

Segment DE is the key performance measure used by management in evaluating the performance of Apollo’s credit, private equity and real assets segments. See note 16 to the condensed consolidated financial statements for more details regarding the components of Segment DE. DE represents Segment DE less estimated current corporate, local and non-U.S. taxes as well as the current payable under Apollo’s tax receivable agreement. DE is net of preferred dividends, if any, to the Series A and Series B preferred stockholders. DE excludes the impacts of the remeasurement of deferred tax assets and liabilities which arises from changes in estimated future tax rates. 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. Specifically, certain deductions considered in the income tax provision under U.S. GAAP, such as the deduction for transaction related charges and equity-based compensation, are taken into account for purposes of the implied tax provision. Management believes that excluding the remeasurement of the tax receivable agreement and deferred taxes from Segment DE and DE, respectively, is meaningful as it increases comparability between periods. Remeasurement of the tax receivable agreement and deferred taxes are estimates that may change due to changes in the interpretation of tax law.

We believe that Segment DE 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 16 to the condensed consolidated financial statements for more details regarding management’s consideration of Segment DE.

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Fee Related Earnings and Fee Related EBITDA

Fee Related Earnings, or “FRE”, is derived from our segment reported results and refers to a component of Segment DE that is used as a supplemental performance measure. See note 16 to the condensed consolidated financial statements for more details regarding the components of FRE.

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 performance fees” represents Fee related EBITDA plus realized performance fees less realized profit sharing expense.

We use Segment DE, DE, FRE 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 following presents Apollo’s Total AUM and Fee-Generating AUM by segment (in billions):

Note: Totals may not add due to rounding

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The following presents Apollo’s AUM with Future Management Fee Potential by segment (in billions):

Note: Totals may not add due to rounding

The following tables present the components of Performance Fee-Eligible AUM for each of Apollo’s three segments:

	As of June 30, 2021
	Credit(1)		Private Equity		Real Assets		Total
	(in millions)
Performance Fee-Generating AUM (1)	$	44,605	$	37,298	$	5,522	$	87,425
AUM Not Currently Generating Performance Fees	8,737		3,326		599		12,662
Uninvested Performance Fee-Eligible AUM	12,249		23,908		6,082		42,239
Total Performance Fee-Eligible AUM	$	65,591	$	64,532	$	12,203	$	142,326

	As of June 30, 2020
	Credit		Private Equity		Real Assets		Total
	(in millions)
Performance Fee-Generating AUM (1)	$	18,186	$	18,015	$	3,768	$	39,969
AUM Not Currently Generating Performance Fees	31,861		12,158		1,342		45,361
Uninvested Performance Fee-Eligible AUM	8,571		26,160		4,734		39,465
Total Performance Fee-Eligible AUM	$	58,618	$	56,333	$	9,844	$	124,795

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	As of December 31, 2020
	Credit		Private Equity		Real Assets		Total
	(in millions)
Performance Fee-Generating AUM (1)	$	34,685	$	29,296	$	4,886	$	68,867
AUM Not Currently Generating Performance Fees	16,791		5,035		821		22,647
Uninvested Performance Fee-Eligible AUM	9,847		27,214		5,709		42,770
Total Performance Fee-Eligible AUM	$	61,323	$	61,545	$	11,416	$	134,284

(1)Performance Fee-Generating AUM of $4.7 billion, $0.1 billion and $1.6 billion as of June 30, 2021, June 30, 2020 and December 31, 2020, respectively, are above the hurdle rates or preferred returns and have been deferred to future periods when the fees are probable to not be significantly reversed.

The following table presents AUM Not Currently Generating Performance Fees for funds that have invested capital for more than 24 months as of June 30, 2021 and the corresponding appreciation required to reach the preferred return or high watermark in order to generate performance fees:

Strategy / Fund	Invested AUM Not Currently Generating Performance Fees		Investment Period Active > 24 Months		Appreciation Required to Achieve Performance Fees(1)
	(in millions)
Credit:
Corporate Credit	$	2,373	$	2,289	2%
Structured Credit	3,724		3,658		6%
Direct Origination	2,641		2,641		1%
Total Credit	8,738		8,588		4%
Private Equity:
Hybrid Capital	766		747		246%
Other PE	2,559		2,207		42%
Total Private Equity	3,325		2,954		93%
Real Assets:
Total Real Assets	599		354		>250bps
Total	$	12,662	$	11,896

(1)All investors in a given fund are considered in aggregate when calculating the appreciation required to achieve performance fees presented above. Appreciation required to achieve performance fees may vary by individual investor. Funds with an investment period less than 24 months are “N/A”.

The components of Fee-Generating AUM by segment are presented below:

	As of June 30, 2021
	Credit		Private Equity			Real Assets		Total
	(in millions)
Fee-Generating AUM based on capital commitments	$	1,201	$	25,168		$	7,083	$	33,452
Fee-Generating AUM based on invested capital	3,225		13,285			2,424		18,934
Fee-Generating AUM based on gross/adjusted assets	233,245		343			30,216		263,804
Fee-Generating AUM based on NAV	34,468		745			2,157		37,370
Total Fee-Generating AUM	$	272,139	$	39,541	(1)	$	41,880	$	353,560

(1)The weighted average remaining life of the traditional private equity funds as of June 30, 2021 was 69 months.

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	As of June 30, 2020
	Credit		Private Equity			Real Assets		Total
	(in millions)
Fee-Generating AUM based on capital commitments	$	2,559	$	26,849		$	5,063	$	34,471
Fee-Generating AUM based on invested capital	2,135		15,528			2,299		19,962
Fee-Generating AUM based on gross/adjusted assets	223,902		992			23,059		247,953
Fee-Generating AUM based on NAV	25,736		471			1,185		27,392
Total Fee-Generating AUM	$	254,332	$	43,840	(1)	$	31,606	$	329,778

(1)    The weighted average remaining life of the traditional private equity funds at June 30, 2020 was 71 months.

	As of December 31, 2020
	Credit		Private Equity			Real Assets		Total
	(in millions)
Fee-Generating AUM based on capital commitments	$	922	$	25,168		$	6,580	$	32,670
Fee-Generating AUM based on invested capital	3,000		15,393			2,434		20,827
Fee-Generating AUM based on gross/adjusted assets	238,202		771			26,820		265,793
Fee-Generating AUM based on NAV	27,534		494			1,356		29,384
Total Fee-Generating AUM	$	269,658	$	41,826	(1)	$	37,190	$	348,674

(1)    The weighted average remaining life of the traditional private equity funds as of December 31, 2020 was 73 months.

The following presents the total AUM and Fee-Generating AUM amounts for our credit segment by category type (in billions):

Note: Totals may not add due to rounding

Apollo, through its consolidated subsidiary, ISG, provides asset management services to Athene with respect to assets in the Athene Accounts, 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. The Company, through ISG, also provides sub-allocation services with respect to a portion of

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the assets in the Athene Accounts. See note 14 to the condensed consolidated financial statements for more details regarding the fee rates of the investment management and sub-allocation fee arrangements with respect to the assets in the Athene Accounts.

The following table presents the aggregate Athene Sub-Allocated Total AUM by asset class (in billions):

Note: Totals may not add due to rounding

Other Assets include cash, treasuries, equities and alternatives. Total AUM includes $44.6 billion, $39.5 billion and $41.3 billion of gross assets related to Athene Co-Invest Reinsurance Affiliate 1A Ltd. and $2.1 billion, $2.4 billion and $2.5 billion of unfunded commitments related to Apollo/Athene Dedicated Investment Program (“ADIP”) as of June 30, 2021, June 30, 2020 and December 31, 2020 respectively.

Apollo, through ISGI, provides investment advisory services with respect to certain assets in certain portfolio companies of Apollo funds and sub-advises the Athora Accounts and broadly refers to “Athora Sub-Advised” assets as those assets in the Athora Accounts which the Company explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages. The Company refers to the portion of the Athora AUM that is not Athora Sub-Advised AUM as “Athora Non-Sub Advised” AUM. See note 14 to the condensed consolidated financial statements for more details regarding the fee arrangements with respect to the assets in the Athora Accounts.

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The following table presents Athora Sub-Advised and Athora Non-Sub-Advised AUM (in billions):

Note: Totals may not add due to rounding

The following presents total AUM and Fee-Generating AUM amounts for our private equity segment by category type (in billions):

Note: Totals may not add due to rounding

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The following presents total AUM and Fee-Generating AUM amounts for our real assets segment by category type (in billions):

Note: Totals may not add due to rounding

The following tables summarize changes in total AUM for each of Apollo’s three segments:

	For the Three Months Ended June 30,
	2021								2020
	Credit		Private Equity		Real Assets		Total		Credit		Private Equity		Real Assets		Total
Change in Total AUM(1):
Beginning of Period	$	323,261	$	89,463	$	48,414	$	461,138	$	209,745	$	67,669	$	38,097	$	315,511
Inflows	6,453		2,371		3,613		12,437		85,347		1,768		2,122		89,237
Outflows(2)	(3,635)		(652)		—		(4,287)		(5,788)		(51)		(283)		(6,122)
Net Flows	2,818		1,719		3,613		8,150		79,559		1,717		1,839		83,115
Realizations	(1,466)		(7,334)		(232)		(9,032)		(653)		(536)		(224)		(1,413)
Market Activity(3)	6,415		4,621		483		11,519		11,803		4,451		139		16,393
End of Period	$	331,028	$	88,469	$	52,278	$	471,775	$	300,454	$	73,301	$	39,851	$	413,606

(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 $0.5 billion and $0.7 billion during the three months ended June 30, 2021 and 2020, respectively.

(3)Includes foreign exchange impacts of $751.9 million, $28.3 million and $44.2 million for credit, private equity and real assets, respectively, during the three months ended June 30, 2021 and foreign exchange impacts of $522.7 million, $42.8 million and $52.4 million for credit, private equity and real assets, respectively, during the three months ended June 30, 2020.

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	For the Six Months Ended June 30,
	2021								2020
	Credit		Private Equity		Real Assets		Total		Credit		Private Equity		Real Assets		Total
	(in millions)
Change in Total AUM(1):
Beginning of Period	$	328,560	$	80,716	$	46,210	$	455,486	$	215,530	$	76,788	$	38,787	$	331,105
Inflows	14,812		4,825		6,178		25,815		91,616		2,249		2,629		96,494
Outflows(2)	(9,526)		(714)		—		(10,240)		(6,626)		(61)		(517)		(7,204)
Net Flows	5,286		4,111		6,178		15,575		84,990		2,188		2,112		89,290
Realizations	(2,381)		(9,697)		(666)		(12,744)		(1,165)		(1,704)		(590)		(3,459)
Market Activity(3)	(437)		13,339		556		13,458		1,099		(3,971)		(458)		(3,330)
End of Period	$	331,028	$	88,469	$	52,278	$	471,775	$	300,454	$	73,301	$	39,851	$	413,606

(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 $1.3 billion and $1.2 billion during the six months ended June 30, 2021 and 2020, respectively.

(3)Includes foreign exchange impacts of $(2.4) billion, $(1.0) million and $(92.1) million for credit, private equity and real assets, respectively, during the six months ended June 30, 2021, and foreign exchange impacts of $(457.0) million, $30.6 million and $(39.2) million for credit, private equity and real assets, respectively, during the six months ended June 30, 2020.

    Three Months Ended June 30, 2021

Total AUM was $471.8 billion at June 30, 2021, an increase of $10.6 billion, or 2.3%, compared to $461.1 billion at March 31, 2021. The net increase was primarily due to appreciation in our credit and real assets segments. More specifically, the net increase was due to:

•Market activity of $11.5 billion, primarily related to $6.4 billion of appreciation in the funds we manage in the credit segment, including $5.2 billion for Athene, and $4.6 billion of appreciation in the private equity segment driven by $1.4 billion and $0.8 billion from Fund VIII and Fund IX, respectively;

•Net flows of $8.2 billion primarily related to:

•a $3.6 billion increase related to funds we manage in the real assets segment primarily consisting of $2.1 billion of net segment transfers, $1.0 billion of leverage and $0.5 billion of subscriptions across the real estate and infrastructure funds we manage;

•a $2.8 billion increase related to funds we manage in the credit segment primarily consisting of (i) $3.4 billion of subscriptions driven by the corporate credit and structured credit funds we manage and (ii) a $1.4 billion increase in AUM in the advisory and other category due to the growth of our insurance clients; offsetting these increases were $(1.5) billion of net segment transfers, primarily into real assets, and $(0.5) billion of redemptions; and

•a $1.7 billion increase related to funds we manage in the private equity segment primarily consisting of $1.5 billion of subscriptions across the hybrid capital and traditional private equity funds we manage.

•Realizations of $(9.0) billion primarily related to:

•$(7.3) billion related to funds we manage in the private equity segment primarily consisting of distributions of $5.8 billion and $0.9 billion from the traditional private equity and hybrid capital funds we manage, respectively; and

•$(1.5) billion related to funds we manage in the credit segment primarily consisting of distributions from the corporate credit and direct origination funds we manage.

Six Months Ended June 30, 2021

Total AUM was $471.8 billion at June 30, 2021, an increase of $16.3 billion, or 3.6%, compared to $455.5 billion at December 31, 2020. The net increase was primarily due to appreciation in the private equity segment and fundraising across the platform. More specifically, the net increase was due to:

•Net flows of $15.6 billion primarily related to:

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•a $6.2 billion increase related to funds we manage in the real assets segment primarily consisting of $4.0 billion of net segment transfers, $1.5 billion of leverage and $0.6 billion of subscriptions across the real estate and infrastructure funds we manage;

•a $5.3 billion increase related to funds we manage in the credit segment primarily consisting of (i) $6.4 billion of subscriptions driven by the corporate credit and structured credit funds we manage and (ii) a $3.7 billion increase in AUM in the advisory and other category due to the growth of our insurance clients; offsetting these increases were $(4.2) billion of net segment transfers, primarily into real assets, and $1.2 billion of redemptions; and

•a $4.1 billion increase related to funds we manage in the private equity segment primarily consisting of $3.2 billion of subscriptions across the hybrid capital and traditional private equity funds we manage.

•Market activity of $13.5 billion, primarily related to $13.3 billion of appreciation in the private equity segment driven by $4.2 billion, $2.8 billion, $1.0 billion, $1.0 billion and $1.0 billion from Fund VIII, Fund IX, Tech Data co-invest, ADT co-invest and Fund VII, respectively.

•Realizations of $(12.7) billion primarily related to:

•$(9.7) billion related to funds we manage in the private equity segment primarily consisting of distributions of $7.8 billion and $1.0 billion from the traditional private equity and hybrid capital funds we manage, respectively; and

•$(2.4) billion related to funds we manage in the credit segment primarily consisting of distributions from the corporate credit and direct origination funds we manage.

The following tables summarize changes in Fee-Generating AUM for each of Apollo’s three segments:

	For the Three Months Ended June 30,
	2021								2020
	Credit		Private Equity		Real Assets		Total		Credit		Private Equity		Real Assets		Total
Change in Fee-Generating AUM(1):
Beginning of Period	$	263,330	$	42,614	$	39,302	$	345,246	$	168,262	$	43,976	$	29,412	$	241,650
Inflows	7,561		167		2,618		10,346		80,745		829		2,535		84,109
Outflows(2)	(3,889)		(1,194)		(47)		(5,130)		(5,664)		(977)		(278)		(6,919)
Net Flows	3,672		(1,027)		2,571		5,216		75,081		(148)		2,257		77,190
Realizations	(869)		(2,020)		(155)		(3,044)		(75)		(203)		(134)		(412)
Market Activity(3)	6,006		(26)		162		6,142		11,064		215		71		11,350
End of Period	$	272,139	$	39,541	$	41,880	$	353,560	$	254,332	$	43,840	$	31,606	$	329,778

(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 $0.5 billion and $0.7 billion during the three months ended June 30, 2021 and 2020, respectively.

(3)Includes foreign exchange impacts of $0.7 billion, $4.4 million and $37.6 million for credit, private equity and real assets, respectively, during the three months ended June 30, 2021, and foreign exchange impacts of $268.4 million, $2.4 million and $45.2 million for credit, private equity and real assets, respectively, during the three months ended June 30, 2020.

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	For the Six Months Ended June 30,
	2021								2020
	Credit		Private Equity		Real Assets		Total		Credit		Private Equity		Real Assets		Total
	(in millions)
Change in Fee-Generating AUM(1):
Beginning of Period	$	269,658	$	41,826	$	37,190	$	348,674	$	172,893	$	43,826	$	29,727	$	246,446
Inflows	13,536		1,203		4,973		19,712		88,256		1,445		2,726		92,427
Outflows(2)	(8,887)		(1,383)		(146)		(10,416)		(7,006)		(1,022)		(677)		(8,705)
Net Flows	4,649		(180)		4,827		9,296		81,250		423		2,049		83,722
Realizations	(1,481)		(2,168)		(213)		(3,862)		(470)		(546)		(202)		(1,218)
Market Activity(3)	(687)		63		76		(548)		659		137		32		828
End of Period	$	272,139	$	39,541	$	41,880	$	353,560	$	254,332	$	43,840	$	31,606	$	329,778

(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 $1.2 billion and $1.1 billion during the six months ended June 30, 2021 and 2020, respectively.

(3)Includes foreign exchange impacts of $(2.0) billion, $2.5 million and $(100.2) million for credit, private equity and real assets, respectively, during the six months ended June 30, 2021, and foreign exchange impacts of $(378.5) million, $(12.9) million and $(29.6) million for credit, private equity and real assets, respectively, during the six months ended June 30, 2020.

    Three Months Ended June 30, 2021

Total Fee-Generating AUM was $353.6 billion at June 30, 2021, an increase of $8.3 billion, or 2.4%, compared to $345.2 billion at March 31, 2021. The net increase was primarily due to market activity of $6.0 billion in the funds we manage in the credit segment, primarily related to the market activity of Athene. Additionally, net flows of $5.2 billion primarily related to:

•a $3.7 billion increase related to funds we manage in the credit segment primarily consisting of (i) $3.5 billion of fee-generating capital deployment, (ii) a $2.4 billion increase in AUM in the advisory and other category due to the growth of our insurance clients and (iii) $1.0 billion of subscriptions across the corporate credit funds we manage; offsetting these increases were (i) $(1.7) billion of net segment transfers, primarily into real assets, and (ii) $(1.2) billion of change in leverage; and

•a $2.6 billion increase related to funds we manage in the real assets segment primarily consisting of $1.5 billion of net segment transfers and $0.5 billion of fee-generating capital deployment.

Net flows were offset by realizations of $(3.0) billion primarily related to the traditional private equity funds we manage.

Six Months Ended June 30, 2021

Total Fee-Generating AUM was $353.6 billion at June 30, 2021, an increase of $4.9 billion, or 1.4%, compared to $348.7 billion at December 31, 2020. The net increase was primarily due to growth of our insurance clients. More specifically the net increase was due to:

•Net flows of $9.3 billion primarily related to:

•a $4.8 billion increase related to funds we manage in the real assets segment primarily consisting of $3.2 billion of net segment transfers and $1.0 billion of fee-generating capital deployment; and

•a $4.6 billion increase related to funds we manage in the credit segment primarily consisting of (i) a $6.8 billion increase in AUM in the advisory and other category due to the growth of our insurance clients, (ii) $3.9 billion of fee-generating capital deployment and (iii) $2.4 billion of subscriptions across the corporate credit and structured funds we manage; offsetting these increases were (i) $(3.9) billion of net segment transfers, primarily into real assets, (ii) $(2.1) billion of change in leverage and (iii) $(1.4) billion of fee-generating capital reduction.

•Net flows were offset by realizations of $(3.9) billion primarily related to the traditional private equity funds we manage.

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Deployment, Drawdown Deployment and Uncalled Commitments

During the third quarter of 2020, the Company modified the definition of deployment to include net purchases, certain originations and net syndications to provide a more accurate representation of market activity across all the funds and accounts the Company manages. Prior period deployment figures have been recast to conform to this change in definition. The prior definition of deployment was limited to purchases in our commitment based funds, excluding certain funds in which permanent capital vehicles are the primary investor, and SIAs that have a defined maturity date, and has been renamed “drawdown deployment”.

Uncalled commitments, by contrast, represent 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.

Deployment, drawdown deployment 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 performance fees to the extent they are fee-generating. Deployment, drawdown deployment 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 deployment, drawdown deployment and uncalled commitments as key operating metrics since we believe the results are measures of our funds’ investment activities.

Deployment and Drawdown Deployment

The following presents deployment across all funds and drawdown deployment for funds and SIAs with a defined maturity date, by segment (in billions):

Note: Totals may not add due to rounding

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Uncalled Commitments

The following presents Apollo’s uncalled commitments by segment (in billions):

Note: Totals may not add due to rounding

As of June 30, 2021 and December 31, 2020, Apollo had $47.6 billion and $46.8 billion of dry powder, respectively, which represents 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 and commitments from permanent capital vehicles.

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 VI generated a 12% gross IRR and a 9% net IRR since its inception through June 30, 2021, while Fund V generated a 61% gross IRR and a 44% net IRR since its inception through June 30, 2021. 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

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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 and our Preferred shares” and “Item 1A. Risk Factors—The COVID-19 pandemic has caused severe disruptions in the U.S. and global economy and is expected to continue to impact our business, financial condition and results of operations” in the 2020 Annual Report.

Investment Record

The following table summarizes the investment record by segment of Apollo’s significant commitment-based funds 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.

All amounts are as of June 30, 2021, unless otherwise noted:

($ in millions)	Vintage Year	Total AUM		Committed Capital		Total Invested Capital		Realized Value		Remaining Cost		Unrealized Value		Total Value		Gross IRR		Net IRR
Private Equity:
Fund IX	2018	$	28,053	$	24,729	$	9,362	$	2,409	$	8,271	$	11,890	$	14,299	49	%	28	%
Fund VIII	2013	17,937		18,377		16,063		16,325		7,739		13,932		30,257		19		14
Fund VII	2008	3,390		14,677		16,461		32,653		1,419		1,352		34,005		33		25
Fund VI	2006	644		10,136		12,457		21,134		405		2		21,136		12		9
Fund V	2001	260		3,742		5,192		12,721		120		2		12,723		61		44
Fund I, II, III, IV & MIA(2)	Various	11		7,320		8,753		17,400		—		—		17,400		39		26
Traditional Private Equity Funds(3)		$	50,295	$	78,981	$	68,288	$	102,642	$	17,954	$	27,178	$	129,820	39		25
ANRP III	2020	1,469		1,400		258		37		258		357		394		NM1		NM1
ANRP II	2016	2,387		3,454		2,719		2,361		1,534		1,646		4,007		20		12
ANRP I	2012	366		1,323		1,149		1,074		586		131		1,205		2		(2)
AION	2013	547		826		700		371		400		423		794		5		(1)
HVF I	2019	3,596		3,238		2,929		1,169		2,179		2,589		3,758		29		23
Total Private Equity		$	58,660	$	89,222	$	76,043	$	107,654	$	22,911	$	32,324	$	139,978
Credit:
FCI III	2017	$	2,411	$	1,906	$	2,797	$	1,741	$	1,893	$	1,916	$	3,657	19	%	15	%
FCI II	2013	2,211		1,555		3,145		2,291		1,728		1,540		3,831		7		5
FCI I	2012	—		559		1,516		1,975		—		—		1,975		12		8
SCRF IV (6)	2017	2,544		2,502		5,145		4,049		1,418		1,608		5,657		8		7
SCRF III	2015	—		1,238		2,110		2,428		—		—		2,428		18		14
SCRF II	2012	—		104		467		528		—		—		528		15		12
SCRF I	2008	—		118		240		357		—		—		357		33		26
Accord IV	2020	2,379		2,337		784		395		432		411		806		NM1		NM1
Accord IIIB(7)	2020	1,110		1,758		691		737		—		—		737		24		19
Accord III(7)	2019	461		886		2,358		2,454		—		—		2,454		23		18
Accord II(7)	2018	—		781		801		821		—		—		821		16		12
Accord I(7)	2017	—		308		111		113		—		—		113		10		5
Total Credit		$	11,116	$	14,052	$	20,165	$	17,889	$	5,471	$	5,475	$	23,364
Real Assets:
European Principal Finance Funds
EPF III(4)	2017	$	5,096	$	4,594	$	3,803	$	2,009	$	2,223	$	3,089	$	5,098	20	%	10	%
EPF II(4)	2012	1,015		3,497		3,635		4,632		579		339		4,971		13		8
EPF I(4)	2007	247		1,536		2,018		3,395		—		2		3,397		23		17
U.S. RE Fund III(5)	2021	832		835		231		3		229		242		245		NM1		NM1
U.S. RE Fund II(5)	2016	1,179		1,262		990		569		722		825		1,394		14		11
U.S. RE Fund I(5)	2012	184		657		641		829		134		100		929		12		9
Asia RE Fund II(5)(8)	N/A	939		936		335		20		315		324		344		NM1		NM1
Asia RE Fund I(5)	2017	724		719		449		213		292		434		647		17		13
Apollo Infrastructure Opportunity Fund II(8)	N/A	1,343		1,322		216		—		216		257		257		NM1		NM1
Apollo Infrastructure Opportunity Fund I	2018	948		897		802		860		298		342		1,202		26		20
Total Real Assets		$	12,507	$	16,255	$	13,120	$	12,530	$	5,008	$	5,954	$	18,484

(1)Data has not been presented as the fund’s effective date is less than 24 months prior to the period indicated and such information was deemed not meaningful.

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(2)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 Co-Founders and other investment professionals.

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

(4)Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.19 as of June 30, 2021.

(5)U.S. RE Fund I, U.S. RE Fund II, U.S. RE Fund III, Asia RE Fund I and Asia RE Fund II had $161 million, $791 million, $160 million, $376 million and $515 million of co-investment commitments as of June 30, 2021, respectively, which are included in the figures in the table. A co-invest entity 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 $1.38 as of June 30, 2021.

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

(7)Gross and Net IRR have been presented for these funds as they have a defined maturity date of less than 24 months and have been liquidated.

(8)Vintage Year is not yet applicable as these funds have not had their final closings.

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, 2021:

	Total Invested Capital		Total Value		Gross IRR
	(in millions)
Distressed for Control	$	7,795	$	18,880	29	%
Non-Control Distressed	5,758		9,945		71
Total	13,553		28,825		49
Corporate Carve-outs, Opportunistic Buyouts and Other Credit(1)	54,735		100,995		21
Total	$	68,288	$	129,820	39	%

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

The following tables provide additional detail on the composition of the Fund IX, Fund VIII and Fund VII private equity portfolios based on investment strategy. Amounts for Fund I, II, III, IV, V and VI 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 and such information was deemed not meaningful. All amounts are as of June 30, 2021:

Fund IX(1)

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	1,018	$	1,262
Opportunistic Buyouts	8,144		11,555
Distressed(2)	200		1,482
Total	$	9,362	$	14,299

Fund VIII(1)

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	2,704	$	6,598
Opportunistic Buyouts	12,792		22,905
Distressed(2)	567		754
Total	$	16,063	$	30,257

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Fund VII(1)

	Total Invested Capital		Total Value
	(in millions)
Corporate Carve-outs	$	2,539	$	4,528
Opportunistic Buyouts	4,338		10,834
Distressed/Other Credit(2)	9,584		18,643
Total	$	16,461	$	34,005

(1)Committed capital less unfunded capital commitments for Fund IX, Fund VIII and Fund VII were $10.9 billion, $16.1 billion and $14.4 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. Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.

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, 2021), our private equity funds have invested $64.1 billion, of which $21.2 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, 2021. 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 estimates 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.

Permanent Capital

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

				Total Returns(1)
	IPO Year(2)	Total AUM		For the Three Months Ended June 30, 2021		For the Six Months Ended June 30, 2021		For the Three Months Ended June 30, 2020		For the Six Months Ended June 30, 2020
Credit:		(in millions)
MidCap(3)	N/A	$	8,883	2	%	12	%	4	%	—	%
AIF	2013	367		7		11		12	%	(14)	%
AFT	2011	394		8		13		9	%	(15)	%
AINV/Other(4)	2004	4,559		2		35		49	%	(39)	%
Real Assets:
ARI	2009	7,954		17	%	50	%	37	%	(41)	%
Total		$	22,157

(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 initial public offering (“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 1% and 1% for the three months ended June 30, 2021 and June 30, 2020, respectively, and 9% and (2)% for the six months ended June 30, 2021 and June 30, 2020, respectively.

(4)All amounts are as of March 31, 2021 except for total returns. Refer to www.apolloic.com for the most recent financial information on AINV. Included within total AUM of AINV/Other is $1.7 billion of AUM related to a non-traded business development company from which Apollo earns investment-related service fees, but for which Apollo does not provide management or advisory services. Total returns exclude performance related to this AUM.

SIAs

As of June 30, 2021, Apollo managed approximately $30.7 billion of total AUM in SIAs, which include capital deployed from certain SIAs across Apollo’s credit, private equity and real assets funds.

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Overview of Results of Operations

Revenues

Advisory and Transaction Fees, Net. As a result of providing advisory services with respect to actual and potential credit, private equity, 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, 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, net).

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

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

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

•65%-100% for certain real assets funds, gross advisory, transaction and other special fees.

Management Fees. 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.

Performance Fees. The general partners of our funds are entitled to an incentive return of normally up to 20% of the total returns of a fund’s capital, depending upon performance of the underlying funds and subject to preferred returns and high water marks, as applicable. Performance fees, categorized as performance allocations, are accounted for as an equity method investment, and effectively, the performance fees for any period are 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. Performance fees categorized as incentive fees, which are not accounted as an equity method investment, are deferred until fees are probable to not be significantly reversed. Prior to the adoption of the new revenue recognition guidance, incentive fees were recognized on an assumed liquidation basis. The majority of performance fees are comprised of performance allocations.

As of June 30, 2021, approximately 54% 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 46% was determined primarily by comparable company and industry multiples or discounted cash flow models. For our credit, private equity and real assets segments, the percentage determined using market-based valuation methods as of June 30, 2021 was 74%, 23% and 19%, 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” and “—The COVID-19 pandemic has caused severe disruptions in the U.S. and global economy and is expected to continue to impact our business, financial condition and results of operations” in the 2020 Annual Report for discussion regarding certain industry-specific risks that could affect the fair value of our private equity funds’ portfolio company investments.

In our private equity funds, the Company does not earn performance fees 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 performance fee rates and hurdle rates. Certain of our credit and real assets funds allocate performance fees 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 performance fees equate to its incentive fee rate for that fund; thereafter, the Company participates in returns from the fund at the performance fee rate. Performance fees, categorized as performance allocations, are subject to reversal to the extent that the performance fees distributed exceed the amount due to the general partner based on a fund’s cumulative investment returns. The Company recognizes potential repayment of previously received performance fees 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

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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) performance fees receivable on an unconsolidated basis and (ii) realized and unrealized performance fees for Apollo’s combined segments:

	As of June 30, 2021		For the Three Months Ended June 30, 2021						For the Six Months Ended June 30, 2021
	Performance Fees Receivable on an Unconsolidated Basis		Unrealized  Performance Fees		Realized Performance Fees		Total Performance Fees		Unrealized  Performance Fees		Realized Performance Fees		Total Performance Fees
	(in thousands)
Credit:
Corporate Credit	$	147,765	$	20,274	$	15,019	$	35,293	$	80,218	$	25,535	$	105,753
Structured Credit	204,379		(38,303)		98,792		60,489		20,658		106,677		127,335
Direct Origination	91,768		3,186		(1,947)		1,239		38,941		2,794		41,735
Advisory and Other	43,932		7,078		—		7,078		18,590		—		18,590
Total Credit	487,844		(7,765)		111,864		104,099		158,407		135,006		293,413
Total Credit, net of profit sharing payable/expense	68,550		10,152		39,895		50,047		74,119		55,081		129,200
Private Equity:
Fund IX	685,592		142,461		—		142,461		531,794		—		531,794
Fund VIII(5)	1,040,298		(209,343)		470,849		261,506		239,832		525,342		765,174
Fund VII(1)(2)	78,896		99,179		9		99,188		183,957		16		183,973
Fund VI	17,271		(260)		12		(248)		(556)		21		(535)
Fund IV and V(1)	—		(102)		—		(102)		(322)		—		(322)
ANRP I, II and III(1)	120,483		79,163		3		79,166		140,470		5		140,475
HVF I	60,231		(22,995)		33,296		10,301		7,735		47,775		55,510
Other(1)(3)	118,478		19,672		6,238		25,910		118,936		8,169		127,105
Total Private Equity	2,121,249		107,775		510,407		618,182		1,221,846		581,328		1,803,174
Total Private Equity, net of profit sharing payable/expense	1,186,184		80,788		262,895		343,683		713,426		296,226		1,009,652
Real Assets Funds:
Principal Finance(1)	91,859		24,477		951		25,428		14,065		22,413		36,478
Real Estate Equity Funds(1)	23,329		2,443		—		2,443		2,205		—		2,205
AIOF I and II	22,619		3,235		443		3,678		9,820		443		10,263
Other(1)(3)	19,701		737		1,781		2,518		14,333		1,780		16,113
Total Real Assets	157,508		30,892		3,175		34,067		40,423		24,636		65,059
Total Real Assets, net of profit sharing payable/expense	80,191		16,377		1,784		18,161		21,279		11,033		32,312
Total	$	2,766,601	$	130,902	$	625,446	$	756,348	$	1,420,676	$	740,970	$	2,161,646
Total, net of profit sharing payable(4)/expense	$	1,334,925	$	107,317	$	304,574	$	411,891	$	808,824	$	362,340	$	1,171,164

(1)As of June 30, 2021, certain private equity funds and certain real asset funds had $65.3 million and $35.4 million, respectively, in general partner obligations to return previously distributed performance fees. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations for certain private equity funds and certain real assets funds was $1.2 billion and $240.0 million, respectively, as of June 30, 2021.

(2)As of June 30, 2021, the remaining investments and escrow cash of Fund VII were valued at 91% of the fund’s unreturned capital, which was below the required escrow ratio of 115%. As a result, Fund VII is required to place in escrow current and future performance fee 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, 2021, Fund VII had $128.5 million of gross performance fees, or $73.2 million net of profit sharing, in escrow. With respect to Fund VII, realized performance fees currently distributed to the general partner are limited to potential tax distributions and interest on escrow balances per these funds’ partnership agreements. Performance fees receivable as of June 30, 2021 and realized performance fees for the three and six months ended June 30, 2021 include interest earned on escrow balances that is not subject to contingent repayment.

(3)Other includes certain SIAs.

(4)There was a corresponding profit sharing payable of $1.4 billion as of June 30, 2021, including profit sharing payable related to amounts in escrow and contingent consideration obligations of $129.0 million.

(5)Fund VIII includes $148.6 million of realized performance fees received in the form of shares.

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The general partners of certain of our credit funds accrue performance fees, categorized as performance allocations, 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.

Performance fees from our private equity funds and certain credit and real assets funds are subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative performance fees 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 performance fees since inception for our combined segments through June 30, 2021:

	Performance Fees 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(3)		Maximum Performance Fees Subject to Potential Reversal(4)
	(in millions)
Credit:
Corporate Credit	$	147.8	$	1,367.3	$	1,515.1	$	—	$	188.3
Structured Credit	204.4		251.3		455.7		—		176.5
Direct Origination	91.8		53.2		145.0		—		91.8
Advisory and Other	43.9		—		43.9		—		43.9
Total Credit	487.9		1,671.8		2,159.7		—		500.5
Private Equity:
Fund IX	685.6		—		685.6		—		685.6
Fund VIII	1,040.3		1,343.9		2,384.2		—		1,931.8
Fund VII	78.9		3,132.2		3,211.1		—		263.6
Fund VI	17.3		1,663.9		1,681.2		—		0.5
Fund IV and V	—		2,053.1		2,053.1		31.4		0.4
ANRP I, II and III	120.4		104.8		225.2		12.0		140.5
HVF I	60.2		67.6		127.8		—		92.5
Other(5)	118.5		747.1		865.6		21.9		156.8
Total Private Equity	2,121.2		9,112.6		11,233.8		65.3		3,271.7
Real Assets:
Principal Finance	91.9		446.5		538.4		27.7		248.7
Real Estate Equity Funds	23.3		34.9		58.2		7.7		24.4
AIOF I and II	22.6		15.8		38.4		—		27.1
Other(5)	19.7		36.5		56.2		—		27.3
Total Real Assets	157.5		533.7		691.2		35.4		327.5
Total	$	2,766.6	$	11,318.1	$	14,084.7	$	100.7	$	4,099.7

(1)Certain funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.19 as of June 30, 2021. Certain funds are denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.38 as of June 30, 2021.

(2)Amounts in “Distributed by Fund and Recognized” for the Citi Property Investors (“CPI”), Gulf Stream Asset Management, LLC (“Gulf Stream”), Stone Tower Capital LLC and its related companies (“Stone Tower”) funds and SIAs are presented for activity subsequent to the respective acquisition dates. Amounts exclude certain performance fees from business development companies and Redding Ridge Holdings LP (“Redding Ridge Holdings”), an affiliate of Redding Ridge.

(3)Amounts were computed based on the fair value of fund investments on June 30, 2021. Performance fees have been allocated to and recognized by the general partner. Based on the amount 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 performance fees at June 30, 2021. 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.

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(4)Represents the amount of performance fees that would be reversed if remaining fund investments became worthless on June 30, 2021. Amounts subject to potential reversal of performance fees include amounts undistributed by a fund (i.e., the performance fees receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes and not subject to a general partner obligation to return previously distributed performance fees, except for those funds that are gross of taxes as defined in the respective funds’ governing documents.

(5)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 performance fees earned from credit, private equity, 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 rise. Our compensation costs also 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 performance fees 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 credit, private equity and real assets performance fees. Profit sharing expense can reverse during periods when there is a decline in performance fees that were 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 performance fees have the same effect on our profit sharing expense. Profit sharing expense increases when unrealized performance fees increases. 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 performance fees 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 realized gains with respect to Fund IV, Fund V and Fund VI, which, although our Co-Founders and Contributing Partners would remain personally liable, may indemnify our Co-Founders and Contributing Partners for 17.5% to 100% of the previously distributed profits regardless of the fund’s future performance. See note 14 to our condensed consolidated financial statements for further information regarding the Company’s indemnification liability.

Each of Joshua Harris and Marc Rowan receives $100,000 per year in base salary for services rendered to us. Additionally, Messrs. Harris and Rowan can receive other forms of compensation. In addition, AHL Awards and other equity-based compensation awards have been granted to the Company and certain employees, which amortize over the respective vesting periods. 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. In some instances, vesting of an RSU is also subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense. See note 12 to our condensed consolidated financial statements for further discussion of 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 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2039 Senior Secured Guaranteed Notes, the 2048 Senior Notes and the 2050 Subordinated Notes as discussed in note 10 to our condensed consolidated financial statements. Placement fees are incurred in connection with our capital raising activities. In cases where the limited partners of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract, and amortized over the life of the customer contract. 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 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.

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Other Income (Loss)

Net Gains (Losses) from Investment Activities. Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in 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, remeasurement of the tax receivable agreement liability and other miscellaneous non-operating income and expenses.

Income Taxes. 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 resolution 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, Inc. primarily include the 39.8% and 40.4% ownership interest in the Apollo Operating Group held by the Co-Founders and Contributing Partners through their limited partner interests in Holdings as of June 30, 2021 and 2020, respectively. Additionally, as of June 30, 2021, Athene holds a 6.7% Non-Controlling Interest in the Apollo Operating Group as a result of the Transaction Agreement. 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 stockholders’ equity on the Company’s condensed consolidated statements of financial condition, (2) net income (loss) includes the net income (loss) attributable to the Non-Controlling Interest holders on the Company’s condensed consolidated statements of operations, (3) the primary components of Non-Controlling Interest are separately presented in the Company’s condensed consolidated statements of changes in stockholders’ equity to clearly distinguish the interests in the Apollo Operating Group and other ownership interests in the consolidated entities and (4) profits and losses are allocated to Non-Controlling Interests in proportion to their ownership interests regardless of their basis.

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Results of Operations

Below is a discussion of our condensed consolidated results of operations for the three and six months ended June 30, 2021 and 2020. 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
	2021		2020					2021		2020
Revenues:	(in thousands)							(in thousands)
Management fees	$	470,092	$	409,953	$	60,139	14.7%	$	927,277	$	806,557	$	120,720	15.0%
Advisory and transaction fees, net	86,351		61,957		24,394		39.4	142,699		98,920		43,779		44.3
Investment income (loss):
Performance allocations	735,139		924,599		(189,460)		(20.5)	2,130,486		(809,724)		2,940,210		NM
Principal investment income (loss)	76,425		111,621		(35,196)		(31.5)	458,391		(76,228)		534,619		NM
Total investment income (loss)	811,564		1,036,220		(224,656)		(21.7)	2,588,877		(885,952)		3,474,829		NM
Incentive fees	14,318		205		14,113		NM	18,172		19,724		(1,552)		(7.9)
Total Revenues	1,382,325		1,508,335		(126,010)		(8.4)	3,677,025		39,249		3,637,776		NM
Expenses:
Compensation and benefits:
Salary, bonus and benefits	181,299		151,019		30,280		20.1	355,929		290,288		65,641		22.6
Equity-based compensation	52,998		59,420		(6,422)		(10.8)	109,446		111,542		(2,096)		(1.9)
Profit sharing expense	361,247		375,959		(14,712)		(3.9)	1,016,727		(260,039)		1,276,766		NM
Total compensation and benefits	595,544		586,398		9,146		1.6	1,482,102		141,791		1,340,311		NM
Interest expense	34,814		32,291		2,523		7.8	69,613		63,533		6,080		9.6
General, administrative and other	115,838		83,729		32,109		38.3	215,688		168,251		47,437		28.2
Placement fees	591		359		232		64.6	1,128		768		360		46.9
Total Expenses	746,787		702,777		44,010		6.3	1,768,531		374,343		1,394,188		372.4
Other Income (Loss):
Net gains (losses) from investment activities	913,394		268,667		644,727		240.0	1,266,545		(995,884)		2,262,429		NM
Net gains (losses) from investment activities of consolidated variable interest entities	145,403		57,862		87,541		151.3	257,997		(108,058)		366,055		NM
Interest income	645		3,994		(3,349)		(83.9)	1,443		11,928		(10,485)		(87.9)
Other income (loss), net	4,531		3,327		1,204		36.2	(13,219)		(13,180)		(39)		0.3
Total Other Income (Loss)	1,063,973		333,850		730,123		218.7	1,512,766		(1,105,194)		2,617,960		NM
Income (Loss) before income tax provision	1,699,511		1,139,408		560,103		49.2	3,421,260		(1,440,288)		4,861,548		NM
Income tax (provision) benefit	(194,051)		(140,323)		(53,728)		38.3	(397,297)		155,530		(552,827)		NM
Net Income (Loss)	1,505,460		999,085		506,375		50.7	3,023,963		(1,284,758)		4,308,721		NM
Net income (loss) attributable to Non-Controlling Interests	(847,733)		(552,756)		(294,977)		53.4	(1,687,346)		734,869		(2,422,215)		NM
Net Income (Loss) Attributable to Apollo Global Management, Inc.	657,727		446,329		211,398		47.4	1,336,617		(549,889)		1,886,506		NM
Net income attributable to Series A Preferred Shareholders	(4,383)		(4,383)		—		—	(8,766)		(8,766)		—		—
Net income attributable to Series B Preferred Shareholders	(4,781)		(4,782)		1		—	(9,562)		(9,563)		1		—
Net Income (Loss) Attributable to AGM Class A Shareholders	$	648,563	$	437,164	$	211,399	48.4%	$	1,318,289	$	(568,218)	$	1,886,507	NM

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.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) pandemic, which has resulted in uncertainty and disruption in the global economy and financial markets. While we are unable to accurately predict the full impact that COVID-19 will have on our results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our compliance with these measures has impacted our day-to-day operations and could disrupt our business and operations, as well as that of the Apollo Funds and their portfolio companies, for an indefinite period of time. See “Item 1A. Risk Factors — Risks Related to Our Businesses — The COVID-19 pandemic has caused severe disruptions in the U.S. and global economy and is expected to continue to impact our business, financial condition and results of operations” in the 2020 Annual Report.

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Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

In this section, references to 2021 refer to the three months ended June 30, 2021 and references to 2020 refer to the three months ended June 30, 2020.

Revenues

Management fees increased by $60.1 million to $470.1 million in 2021 from $410.0 million in 2020. This change was primarily attributable to an increase in management fees earned from Athene of $49.2 million. For additional details regarding changes in management fees in each segment, see “—Segment Analysis” below.

Advisory and transaction fees, net, increased by $24.4 million to $86.4 million in 2021 from $62.0 million in 2020. Advisory and transaction fees earned during 2021 were primarily related to transaction fees earned from a company in the consumer services industry and structuring fees earned from a company in the consumer and retail industry. Advisory and transaction fees earned during 2020 were primarily related to transaction fees earned with respect to certain portfolio companies in the media, telecom and technology industries and structuring fees earned from a company in the consumer and retail industry.

Performance allocations decreased by $189.5 million to $735.1 million in 2021 from $924.6 million in 2020. The decrease in performance allocations was primarily attributable to decreased performance allocations earned from Fund VIII of $472.9 million partially offset by an increase in performance allocations earned from Fund IX, ANRP II and Fund VII of $145.7 million, $78.4 million and $55.6 million, respectively, during 2021.

The decrease in performance allocations from Fund VIII was primarily driven by the fund being in the catchup phase of carry during 2020 whereby the Company earned a larger share of carried interest (80%), whereas for 2021, the Company earned its typical 20% carried interest rate.

The increase in performance allocations from Fund IX was primarily driven by the fund achieving its annualized hurdle rate in 2021 whereas it was below the annualized hurdle rate in 2020.

The increase in performance allocations from ANRP II was primarily driven by appreciation in the value of the fund’s public and private investments in the natural resources sector during 2021. Moreover, the fund achieved its annualized hurdle rate in 2021 whereas it was below the annualized hurdle rate in 2020.

The increase in performance allocations from Fund VII was primarily driven by appreciation in the value of a private investment in the consumer services sector during 2021.

Principal investment income decreased by $35.2 million to $76.4 million in 2021 from $111.6 million in 2020. Principal investment income was higher in 2020 primarily driven by larger 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 VA Capital Company, LLC of $34.4 million in 2020.

Incentive fees increased by $14.1 million to $14.3 million in 2021 from $0.2 million in 2020. This change was primarily attributable to incentive fees earned from an SIA of $13.8 million in 2021.

Expenses

Compensation and benefits increased by $9.1 million to $595.5 million in 2021 from $586.4 million in 2020. This change was primarily attributable to an increase in salary, bonus and benefits of $30.3 million, due to an increase in bonus accruals and headcount. This change was partially offset by a decrease in profit sharing expense of $14.7 million in 2021. In any period, the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance allocations in the period.

Included in profit sharing expense is $24.6 million and $5.0 million for 2021 and 2020, respectively, related to the Incentive Pool. See “—Profit Sharing Expense” in the Critical Accounting Policies section for an overview of the Incentive Pool.

Interest expense increased by $2.5 million to $34.8 million in 2021 from $32.3 million in 2020, primarily due to additional interest expense incurred as a result of the timing of issuances of debt arrangements, as described in note 10 to our condensed consolidated financial statements.

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General, administrative and other expenses increased by $32.1 million to $115.8 million in 2021 from $83.7 million in 2020. This change was primarily driven by an increase in legal, consulting, and other professional fees as well as higher recruitment fees related to the increase in headcount.

Other Income (Loss)

Net gains from investment activities increased by $644.7 million to $913.4 million in 2021 from $268.7 million in 2020. This change was primarily attributable to a gain from the Company’s investment in Athene Holding during 2021 as compared to the same period in 2020 due to the combined impact of COVID-19 related market dislocation and a higher discount for lack of marketability (“DLOM”) during 2020. See note 6 and 14 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.

Net gains from investment activities of consolidated VIEs increased by $87.5 million to $145.4 million in 2021 from $57.9 million in 2020. This change was primarily driven by gains from existing consolidated VIEs during 2021 as compared to losses in our consolidated VIEs in 2020 due to unrealized mark-to-market losses from COVID-19 related market dislocation, as discussed in note 5 to the condensed consolidated financial statements.

Interest income decreased by $3.3 million to $0.6 million in 2021 from $4.0 million in 2020 primarily due to lower interest income earned from money market funds and U.S. Treasury securities.

Income Tax Provision

Income tax provision totaled $(194.1) million and $(140.3) million for 2021 and 2020, respectively. The change was primarily related to the increase in pre-tax income. Significant unrealized mark-to-market gains were recognized during 2021 as compared to 2020 due to the market dislocation impact of COVID-19. The provision for income taxes includes federal, state, local and foreign income taxes resulting in an effective income tax rate of 11.4% and 12.3% for 2021 and 2020, 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 and (ii) foreign, state and local income taxes, including NYC UBT (see note 9 to the condensed consolidated financial statements for further details regarding the Company’s income tax provision).

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

In this section, references to 2021 refer to the six months ended June 30, 2021 and references to 2020 refer to the six months ended June 30, 2020.

Revenues

Management fees increased by $120.7 million to $927.3 million in 2021 from $806.6 million in 2020. This change was primarily attributable to an increase in management fees earned from Athene and Athora of $93.2 million and $19.3 million, respectively. For additional details regarding changes in management fees in each segment, see “—Segment Analysis” below.

Advisory and transaction fees, net, increased by $43.8 million to $142.7 million in 2021 from $98.9 million in 2020. Advisory and transaction fees earned during 2021 were primarily related to transaction fees earned from a company in the consumer services industry and structuring fees earned from a company in the consumer and retail industry. Advisory and transaction fees earned during 2020 were primarily related to net advisory and transaction fees earned with respect to certain portfolio companies in the media, telecom, technology, and financial services industries, net advisory and transaction fees earned related to the structuring of a loan for a portfolio company and structuring fees from a company in the consumer and retail industry.

Performance allocations increased by $2.9 billion to $2.1 billion in 2021 from $(0.8) billion in 2020. The increase in performance allocations was primarily attributable to increased performance allocations earned from Fund VIII, Fund IX, Fund VII and ANRP II of $1.4 billion, $548.4 million, $297.7 million and $158.7 million, respectively, during 2021. In 2020, the pandemic resulting from COVID-19 and the actions taken in response caused severe disruption to the global economy and financial markets and, in line with public equity and credit indices, we experienced significant unrealized mark-to-market losses in our underlying funds.

The increase in performance allocations from Fund VIII was primarily driven by higher appreciation in the value of the fund’s investments in public portfolio companies primarily in the consumer services, media, telecom and technology, and

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financial services sectors, as well as appreciation in private portfolio companies primarily in the natural resources and media, telecom and technology sectors during 2021.

The increase in performance allocations from Fund IX was primarily driven by appreciation in the value of the fund’s investments in private portfolio companies in the media, telecom and technology, leisure and financial services sectors during 2021. Moreover, the fund achieved its annualized hurdle rate in 2021 whereas it was below the annualized hurdle rate in 2020.

The increase in performance allocations from Fund VII was primarily driven by appreciation in the value of the fund’s investments in private portfolio companies in the consumer services sector and in public portfolio companies in the consumer and retail and natural resources sectors during 2021.

The increase in performance allocations from ANRP II was primarily driven by appreciation in the value of the fund’s public and private investments in the natural resources sector during 2021. Moreover, the fund achieved its annualized hurdle rate in 2021 whereas it was below the annualized hurdle rate in 2020.

Principal investment income increased by $534.6 million to $458.4 million in 2021 from $(76.2) million in 2020. 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 VA Capital Company, LLC, Fund VIII, Fund IX, Redding Ridge Holdings and Fund VII of $210.8 million, $144.0 million, $48.9 million, $23.5 million and $17.9 million, respectively. The impact of the COVID-19 pandemic led to unrealized principal investment losses during 2020.

Expenses

Compensation and benefits increased by $1.3 billion to $1.5 billion in 2021 from $141.8 million in 2020. This change was primarily attributable to an increase in profit sharing expense of $1.3 billion due to a corresponding increase in performance allocations during 2021, as compared to the same period in 2020. In any period, the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance allocations in the period. Additionally, there was an increase in salary, bonus and benefits of $65.6 million, primarily attributable to an increase in bonus accruals and headcount.

Included in profit sharing expense is $35.7 million and $42.9 million for 2021 and 2020, respectively, related to the Incentive Pool. See “—Profit Sharing Expense” in the Critical Accounting Policies section for an overview of the Incentive Pool.

Interest expense increased by $6.1 million to $69.6 million in 2021 from $63.5 million in 2020, primarily due to additional interest expense incurred as a result of the timing of issuances of debt arrangements, as described in note 10 to our condensed consolidated financial statements.

General, administrative and other expenses increased by $47.4 million to $215.7 million in 2021 from $168.3 million in 2020. This change was primarily driven by an increase in legal, consulting, and other professional fees as well as higher recruitment expenses during 2021.

Other Income (Loss)

Net gains (losses) from investment activities increased by $2.3 billion to $1.3 billion in 2021 from $(1.0) billion in 2020. This change was primarily attributable to a gain from the Company’s investment in Athene Holding during 2021 as compared to a loss on the Company’s investment in Athene Holding due to the combined impact of COVID-19 related market dislocation and a higher DLOM during 2020. See note 6 and 14 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.

Net gains (losses) from investment activities of consolidated VIEs increased by $366.1 million to $258.0 million in 2021 from $(108.1) million in 2020. This change was primarily driven by gains from new and existing consolidated VIEs during 2021 as compared to net losses in our consolidated VIEs in 2020 due to unrealized mark-to-market losses from COVID-19 related market dislocation, as discussed in note 5 to the condensed consolidated financial statements. See note 5 to the condensed consolidated financial statements for details regarding net gains from investment activities of consolidated VIEs.

Interest income decreased by $10.5 million to $1.4 million in 2021 from $11.9 million in 2020, primarily due to lower interest income earned from money market funds and U.S. Treasury securities in 2021. Throughout 2021, the Company has invested a smaller portion of its cash in U.S. Treasury securities compared to 2020.

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Income Tax Provision

The income tax (provision) benefit totaled $(397.3) million and $155.5 million in 2021 and 2020, respectively. The change was primarily related to the increase in pre-tax income. Significant unrealized mark-to-market book gains were recognized in 2021 as compared to (and in larger part reversing) the unrealized mark-to-market book losses recognized in 2020. The provision for income taxes includes federal, state, local and foreign income taxes resulting in an effective income tax rate of 11.6% and 10.8% for 2021 and 2020, 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; and (ii) foreign, state and local income taxes including NYC UBT (see note 9 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 chief operating decision maker to assess performance and to allocate resources. See note 16 to our condensed consolidated financial statements for more information regarding our segment reporting.

Our financial results vary, since performance fees, which generally constitute 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.

Credit

The following table sets forth our segment statement of operations information and our supplemental performance measure, Segment Distributable Earnings, within our credit segment.

	For the Three Months Ended June 30,				Total Change		Percentage Change	For the Six Months Ended June 30,				Total Change		Percentage Change
	2021		2020					2021		2020
								(in thousands)
Credit:
Management fees	$	273,307	$	224,721	$	48,586	21.6%	$	541,338	$	432,950	$	108,388	25.0%
Advisory and transaction fees, net	54,757		13,756		41,001		298.1	87,887		29,023		58,864		202.8
Performance fees(1)	8,075		3,440		4,635		134.7	16,846		5,844		11,002		188.3
Fee Related Revenues	336,139		241,917		94,222		38.9	646,071		467,817		178,254		38.1
Salary, bonus and benefits	(75,299)		(52,806)		(22,493)		42.6	(144,678)		(109,814)		(34,864)		31.7
General, administrative and other	(43,590)		(37,251)		(6,339)		17.0	(80,219)		(72,624)		(7,595)		10.5
Placement fees	(589)		(358)		(231)		64.5	(1,066)		(664)		(402)		60.5
Fee Related Expenses	(119,478)		(90,415)		(29,063)		32.1	(225,963)		(183,102)		(42,861)		23.4
Other income (loss), net of Non-Controlling Interest	(990)		(724)		(266)		36.7	(1,549)		(1,387)		(162)		11.7
Fee Related Earnings	215,671		150,778		64,893		43.0	418,559		283,328		135,231		47.7
Realized performance fees	103,789		4,359		99,430		NM	118,160		30,220		87,940		291.0
Realized profit sharing expense	(71,970)		(4,359)		(67,611)		NM	(79,924)		(29,916)		(50,008)		167.2
Net Realized Performance Fees	31,819		—		31,819		NM	38,236		304		37,932		NM
Realized principal investment income, net(2)	2,588		1,810		778		43.0	4,435		3,184		1,251		39.3
Net interest loss and other	(11,869)		(11,857)		(12)		0.1	(25,654)		(28,971)		3,317		(11.4)
Segment Distributable Earnings	$	238,209	$	140,731	$	97,478	69.3%	$	435,576	$	257,845	$	177,731	68.9%

(1)Represents certain performance fees from business development companies, Redding Ridge Holdings, and MidCap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

In this section, references to 2021 refer to the three months ended June 30, 2021 and references to 2020 refer to the three months ended June 30, 2020.

Management fees increased by $48.6 million to $273.3 million in 2021 from $224.7 million in 2020. This change was primarily attributable to an increase in management fees earned from Athene of $44.5 million during 2021.

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Advisory and transaction fees, net increased by $41.0 million to $54.8 million in 2021 from $13.8 million in 2020. This increase was primarily driven by structuring fees earned from a company in the consumer and retail industry.

Performance fees increased by $4.6 million to $8.1 million in 2021 from $3.4 million in 2020, primarily attributable to an increase in performance fees earned from Redding Ridge Holdings of $10.0 million, partially offset by a decrease in performance fees earned from Midcap and a business development company of $3.6 million and $1.8 million, respectively. Redding Ridge Holdings achieved its annualized hurdle rate during 2021 but did not do so in 2020.

Salary, bonus and benefits expense increased by $22.5 million to $75.3 million in 2021 from $52.8 million in 2020 primarily due to an increase in headcount as the Company continues to invest in its businesses.

General, administrative and other expenses increased by $6.3 million to $43.6 million in 2021 from $37.3 million in 2020. This increase was primarily driven by an increase in professional fees and other miscellaneous expenses.

Realized performance fees increased by $99.4 million to $103.8 million in 2021 from $4.4 million in 2020. This change was primarily attributable to an increase in realized performance fees generated from the sale of a mortgage business and an SIA of $75.0 million and $13.8 million, respectively.

The realized performance fees from the SIA were primarily driven by mark-to-market gains on its investments in structured credit products due to widespread market appreciation and spread tightening during 2021 as compared to the same period in 2020.

Realized profit sharing expense increased by $67.6 million to $72.0 million in 2021 from $4.4 million in 2020, as a result of a corresponding increase in realized performance fees as described above, and an increase in the profit sharing expense related to the Incentive Pool. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. Included in realized profit sharing expense is $3.5 million and $1.3 million related to the Incentive Pool for 2021 and 2020, 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 period.

Realized principal investment income increased by $0.8 million to $2.6 million in 2021 from $1.8 million in 2020. This change was primarily attributable to an increase in realizations from Apollo’s equity ownership in Midcap in 2021.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

In this section, references to 2021 refer to the six months ended June 30, 2021 and references to 2020 refer to the six months ended June 30, 2020.

Management fees increased by $108.4 million to $541.3 million in 2021 from $433.0 million in 2020. This change was primarily attributable to an increase in management fees earned from Athene and Athora of $83.9 million and $17.3 million, respectively.

Advisory and transaction fees, net increased by $58.9 million to $87.9 million in 2021 from $29.0 million in 2020. This increase was primarily driven by advisory and transaction fees earned related to portfolio companies in the consumer and retail industries during 2021.

Performance fees increased by $11.0 million to $16.8 million in 2021 from $5.8 million in 2020, primarily attributable to an increase in performance fees earned from Redding Ridge Holdings of $14.1 million partially offset by a decrease in performance fees earned from Midcap of $3.5 million during 2021. Redding Ridge Holdings achieved its annualized hurdle rate during 2021 but did not do so in 2020.

Salary, bonus and benefits expense increased by $34.9 million to $144.7 million in 2021 from $109.8 million in 2020 primarily due to an increase in headcount and bonus accruals.

General, administrative and other expenses increased by $7.6 million to $80.2 million in 2021 from $72.6 million in 2020. This increase was primarily driven by an increase in consulting and legal fees and other miscellaneous expenses.

Realized performance fees increased by $87.9 million to $118.2 million in 2021 from $30.2 million in 2020. This change was primarily attributable to an increase in realized performance fees generated from the sale of a mortgage business of $75.0 million.

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Realized profit sharing expense increased by $50.0 million to $79.9 million in 2021 from $29.9 million in 2020, as a result of a corresponding increase in realized performance fees as described above, and decrease in profit sharing expense related to the Incentive Pool. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. Included in realized profit sharing expense is $5.4 million and $16.6 million related to the Incentive Pool for 2021 and 2020, 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 period.

Realized principal investment income increased by $1.3 million to $4.4 million in 2021 from $3.2 million in 2020. This change was primarily attributable to an increase in realization from Apollo’s equity ownership in Midcap, partially offset by a decrease in realizations from AINV.

Net interest loss and other decreased by $3.3 million to $25.7 million in 2021 from $29.0 million in 2020. The higher expenses incurred in 2020 were primarily due to one-time costs to wind down a managed account arrangement.

Private Equity

The following table sets forth our segment statement of operations information and our supplemental performance measure, Segment Distributable Earnings, within our private equity segment.

	For the Three Months Ended June 30,				Total Change		Percentage Change	For the Six Months Ended June 30,				Total Change		Percentage Change
	2021		2020					2021		2020
	(in thousands)
Private Equity:
Management fees	$	123,106	$	127,592	$	(4,486)	(3.5)%	$	245,374	$	252,860	$	(7,486)	(3.0)%
Advisory and transaction fees, net	27,047		44,802		(17,755)		(39.6)	48,378		65,145		(16,767)		(25.7)
Fee Related Revenues	150,153		172,394		(22,241)		(12.9)	293,752		318,005		(24,253)		(7.6)
Salary, bonus and benefits	(58,856)		(53,202)		(5,654)		10.6	(117,605)		(95,682)		(21,923)		22.9
General, administrative and other	(27,546)		(21,770)		(5,776)		26.5	(48,675)		(43,764)		(4,911)		11.2
Placement fees	—		—		—		NM	—		(107)		107		(100.0)
Fee Related Expenses	(86,402)		(74,972)		(11,430)		15.2	(166,280)		(139,553)		(26,727)		19.2
Other income, net	696		2		694		NM	1,419		25		1,394		NM
Fee Related Earnings	64,447		97,424		(32,977)		(33.8)	128,891		178,477		(49,586)		(27.8)
Realized performance fees	361,793		3,549		358,244		NM	432,714		4,692		428,022		NM
Realized profit sharing expense	(173,191)		(3,549)		(169,642)		NM	(210,781)		(4,996)		(205,785)		NM
Net Realized Performance Fees	188,602		—		188,602		NM	221,933		(304)		222,237		NM
Realized principal investment income	67,102		3,404		63,698		NM	88,805		3,946		84,859		NM
Net interest loss and other	(13,738)		(11,686)		(2,052)		17.6	(27,236)		(27,360)		124		(0.5)
Segment Distributable Earnings	$	306,413	$	89,142	$	217,271	243.7%	$	412,393	$	154,759	$	257,634	166.5%

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

In this section, references to 2021 refer to the three months ended June 30, 2021 and references to 2020 refer to the three months ended June 30, 2020.

Management fees decreased by $4.5 million to $123.1 million in 2021 from $127.6 million in 2020. This change was primarily attributable to a decrease in management fees earned from ANRP II and Fund VIII of $6.7 million and $2.8 million, respectively, partially offset by an increase in management fees earned from ANRP III and HVF I of $4.3 million and $3.8 million, respectively.

Advisory and transaction fees, net decreased by $17.8 million to $27.0 million in 2021 from $44.8 million in 2020. Advisory and transaction fees in 2021 were primarily attributable to a transaction fee in the consumer services industry. Advisory and transaction fees in 2020 were primarily attributable to a transaction fee earned with respect to a portfolio company in the media, telecom and technology industry and a structuring fee earned from a portfolio company in the consumer and retail industry.

Salary, bonus and benefits expense increased by $5.7 million to $58.9 million in 2021 from $53.2 million in 2020 primarily due to an increase in headcount.

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General, administrative and other expenses increased by $5.8 million to $27.5 million in 2021 from $21.8 million in 2020. This change was primarily driven by an increase in professional fees and other miscellaneous expenses in 2021.

Realized performance fees increased by $358.2 million to $361.8 million in 2021 from $3.5 million in 2020. This change was primarily attributable to an increase in realized performance fees generated from Fund VIII of $340.5 million during 2021.

The increase in realized performance fees earned from Fund VIII in 2021 were the result of sales and income generated from investments primarily in the consumer services, natural resources, manufacturing and industrial, and financial services sectors, which reduced the previous netting hole to zero and resulted in recognition of the realized performance fees.

Realized profit sharing expense increased by $169.6 million to $173.2 million in 2021 from $3.5 million in 2020, as a result of the corresponding increase in realized performance fees as described above as well as an increase in the profit sharing expense related to the Incentive Pool. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. Included in realized profit sharing expense is $21.1 million and $1.8 million of expenses related to the Incentive Pool for 2021 and 2020, 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 period.

Realized principal investment income increased by $63.7 million to $67.1 million in 2021 from $3.4 million in 2020. This change was primarily attributable to an increase in realizations from Apollo’s equity ownership in Fund VIII of $59.6 million in 2021.

Net interest loss and other increased by $2.1 million to $13.7 million in 2021 from $11.7 million in 2020 primarily due to additional interest expense as a result of the timing of issuances of debt arrangements, as described in note 11 to our consolidated financial statements and a decrease in interest income earned from U.S. Treasury securities in 2021.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

In this section, references to 2021 refer to the six months ended June 30, 2021 and references to 2020 refer to the six months ended June 30, 2020.

Management fees decreased by $7.5 million to $245.4 million in 2021 from $252.9 million in 2020. This change was primarily attributable to a decrease in management fees earned from ANRP II, Fund VIII and Fund VII of $13.3 million, $5.6 million and $5.2 million, respectively, partially offset by an increase in management fees earned from ANRP III and HVF I of $8.6 million and $7.9 million, respectively.

Advisory and transaction fees, net decreased by $16.8 million to $48.4 million in 2021 from $65.1 million in 2020. Advisory and transaction fees in 2021 were primarily attributable to transaction fees in the consumer services industry. Advisory and transaction fees in 2020 were primarily attributable to transaction fees earned with respect to a portfolio company in the media, telecom and technology industry and a structuring fee earned from a portfolio company in the consumer and retail industry in 2020.

Salary, bonus and benefits expense increased by $21.9 million to $117.6 million in 2021 from $95.7 million in 2020 primarily due to an increase in headcount and bonus accruals.

General, administrative and other expenses increased by $4.9 million to $48.7 million in 2021 from $43.8 million in 2020. This change was primarily driven by increases in technology and other miscellaneous expenses in 2021.

Realized performance fees increased by $428.0 million to $432.7 million in 2021 from $4.7 million in 2020. This change was primarily attributable to an increase in realized performance fees generated from Fund VIII of $395 million in 2021.

The increase in realized performance fees earned from Fund VIII in 2021 were the result of sales and income generated from investments primarily in the consumer services, natural resources, manufacturing and industrial, and financial services sectors, which reduced the previous netting hole to zero and resulted in recognition of the realized performance fees. Fund VIII had no realized performance fees during 2020.

Realized profit sharing expense increased by $205.8 million to $210.8 million in 2021 from $5.0 million in 2020, as a result of the corresponding increase in realized performance fees as described above as well as an increase in the profit sharing expense related to the Incentive Pool. In any period, the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. Included in realized profit sharing expense is $28.3

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million and $1.8 million of expenses related to the Incentive Pool for 2021 and 2020, 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 period.

Realized principal investment income increased by $84.9 million to $88.8 million in 2021 from $3.9 million in 2020. This change was primarily attributable to an increase in realizations from Apollo’s equity ownership in Fund VIII and Fund IX of $68.9 million and $5.7 million, respectively.

Real Assets

The following table sets forth our segment statement of operations information and our supplemental performance measure, Segment Distributable Earnings, within our real assets segment.

	For the Three Months Ended June 30,				Total Change		Percentage Change	For the Six Months Ended June 30,				Total Change		Percentage Change
	2021		2020					2021		2020
	(in thousands)							(in thousands)
Real Assets:
Management fees	$	65,823	$	49,509	$	16,314	33.0%	$	124,193	$	98,380	$	25,813	26.2%
Advisory and transaction fees, net	1,431		3,191		(1,760)		(55.2)	2,465		4,313		(1,848)		(42.8)
Fee Related Revenues	67,254		52,700		14,554		27.6	126,658		102,693		23,965		23.3
Salary, bonus and benefits	(30,003)		(28,991)		(1,012)		3.5	(59,246)		(53,524)		(5,722)		10.7
General, administrative and other	(15,455)		(12,782)		(2,673)		20.9	(26,345)		(23,768)		(2,577)		10.8
Fee Related Expenses	(45,458)		(41,773)		(3,685)		8.8	(85,591)		(77,292)		(8,299)		10.7
Other income (loss), net of Non-Controlling Interest	(304)		116		(420)		NM	(251)		95		(346)		NM
Fee Related Earnings	21,492		11,043		10,449		94.6	40,816		25,496		15,320		60.1
Realized performance fees	3,174		2,929		245		8.4	24,636		41,671		(17,035)		(40.9)
Realized profit sharing expense	(1,392)		(2,929)		1,537		(52.5)	(13,604)		(41,671)		28,067		(67.4)
Net Realized Performance Fees	1,782		—		1,782		NM	11,032		—		11,032		NM
Realized principal investment income	451		5		446		NM	3,535		3,672		(137)		(3.7)
Net interest loss and other	(11,453)		(5,507)		(5,946)		108.0	(17,676)		(9,853)		(7,823)		79.4
Segment Distributable Earnings	$	12,272	$	5,541	$	6,731	121.5%	$	37,707	$	19,315	$	18,392	95.2%

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

In this section, references to 2021 refer to the three months ended June 30, 2021 and references to 2020 refer to the three months ended June 30, 2020.

Management fees increased by $16.3 million to $65.8 million in 2021 from $49.5 million in 2020. This change was primarily attributable to an increase in management fees earned from Apollo Infrastructure Equity Fund II (“AIOF II”), Athene, Apollo U.S. Real Estate Fund III, L.P. (“U.S. RE Fund III”) and Athora of $5.4 million, $4.4 million, $2.5 million and $1.6 million, respectively.

Advisory and transaction fees, net decreased by $1.8 million to $1.4 million in 2021 from $3.2 million in 2020. Advisory and transaction fees in 2020 were primarily attributable to structuring fees earned from a company in the consumer and retail industry.

Salary, bonus and benefits expense increased by $1.0 million to $30.0 million in 2021 from $29.0 million in 2020 primarily due to an increase in headcount.

General, administrative and other expenses increased by $2.7 million to $15.5 million in 2021 from $12.8 million in 2020. This change was primarily driven by technology and other miscellaneous expenses in 2021.

Realized profit sharing expense decreased by $1.5 million to $1.4 million in 2021 from $2.9 million in 2020 as a result of the decrease in profit sharing expense related to the Incentive Pool. In any period, the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. Included in realized profit sharing expense is $1.8 million related to the Incentive Pool for 2020. There was no profit sharing expense related to the incentive pool for 2021. 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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Net interest loss and other increased by $5.9 million to $11.5 million in 2021 from $5.5 million in 2020 primarily due to additional interest expense incurred as a result of the timing of issuances of debt arrangements, as described in note 10 to our condensed consolidated financial statements as well as a payment related to general partner obligations.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

In this section, references to 2021 refer to the six months ended June 30, 2021 and references to 2020 refer to the six months ended June 30, 2020.

Management fees increased by $25.8 million to $124.2 million in 2021 from $98.4 million in 2020. This change was primarily attributable to an increase in management fees earned from AIOF II, Athene, U.S. RE Fund III and Athora of $8.6 million, $8.6 million, $4.2 million and $2.0 million, respectively.

Advisory and transaction fees, net decreased by $1.8 million to $2.5 million in 2021 from $4.3 million in 2020. Advisory and transaction fees in 2020 were primarily attributable to structuring fees earned from a company in the consumer and retail industry.

Salary, bonus and benefits expense increased by $5.7 million to $59.2 million in 2021 from $53.5 million in 2020 primarily due to an increase in headcount and bonus accruals.

Realized performance fees decreased by $17.0 million to $24.6 million in 2021 from $41.7 million in 2020. The lower realized performance fees generated in 2021 were primarily attributable to decreases in realized performance fees generated from EPF III and Apollo U.S. Real Estate Fund II, L.P. (“U.S. RE Fund II”) of $11.7 million and $3.6 million, respectively.

The realized performance fees from EPF III in 2021 were primarily a result of realizations from residential mortgage backed securities, commercial real estate and investments in a real estate investment trust. The realized performance fees from EPF III in 2020 were primarily attributable to the sale of investments in logistics assets.

The decrease in realized performance fees from U.S. RE Fund II were primarily attributable to realizations from investments in the leisure sector in 2020 while the fund had no realized performance fees in 2021.

Realized profit sharing expense decreased by $28.1 million to $13.6 million in 2021 from $41.7 million in 2020 as a result of the corresponding decrease in realized performance fees as described above, and a decrease in profit sharing expense related to the Incentive Pool. In any period, the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. Included in realized profit sharing expense is $2.0 million and $24.3 million related to the Incentive Pool for 2021 and 2020, 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 period.

Net interest loss and other increased by $7.8 million to $17.7 million in 2021 from $9.9 million in 2020 primarily due to additional interest expense incurred as a result of the timing of issuances of debt arrangements, as described in note 10 to our condensed consolidated financial statements as well as a payment related to general partner obligations.

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Summary of Distributable Earnings

The following table is a reconciliation of Distributable Earnings per share of common and equivalent to net dividend per share of common and equivalent.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
	(in thousands, except per share data)
Segment Distributable Earnings	$	556,894		$	235,414		$	885,676		$	431,919
Taxes and related payables	(46,175)			(21,040)			(71,961)			(43,233)
Preferred dividends	(9,164)			(9,165)			(18,328)			(18,329)
Distributable Earnings	501,555			205,209			795,387			370,357
Add back: Tax and related payables attributable to common and equivalents	40,255			17,776			60,574			37,020
Distributable Earnings before certain payables(1)	541,810			222,985			855,961			407,377
Percent to common and equivalents	54		%	54		%	54		%	54		%
Distributable Earnings before other payables attributable to common and equivalents	292,577			120,412			462,219			219,984
Less: Taxes and related payables attributable to common and equivalents	(40,255)			(17,776)			(60,574)			(37,020)
Distributable Earnings attributable to common and equivalents(2)	$	252,322		$	102,636		$	401,645		$	182,964
Distributable Earnings per share(3)	$	1.14		$	0.46		$	1.80		$	0.83
(Retained) contributed capital per share(3)	(0.64)			0.03			(0.80)			0.08
Net dividend per share(3)	$	0.50		$	0.49		$	1.00		$	0.91

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

(2)“Common and equivalents” consists of total Class A shares outstanding and RSUs that participate in dividends.

(3)Per share calculations are based on end of period Distributable Earnings Shares Outstanding, which consists of total Class A shares outstanding, AOG Units that participate in dividends and RSUs that participate in dividends.

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Summary of Non-U.S. GAAP Measures

The table below sets forth a reconciliation of net income attributable to Apollo Global Management, Inc. Class A Common Stockholders to our non-U.S. GAAP performance measures:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
	(in thousands)
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders	$	648,563	$	437,164	$	1,318,289	$	(568,218)
Preferred dividends	9,164		9,165		18,328		18,329
Net income (loss) attributable to Non-Controlling Interests in consolidated entities	116,276		41,068		186,854		(123,341)
Net income (loss) attributable to Non-Controlling Interests in the Apollo Operating Group	731,457		511,688		1,500,492		(611,528)
Net Income (Loss)	$	1,505,460	$	999,085	$	3,023,963	$	(1,284,758)
Income tax provision (benefit)	194,051		140,323		397,297		(155,530)
Income (Loss) Before Income Tax Provision (Benefit)	$	1,699,511	$	1,139,408	$	3,421,260	$	(1,440,288)
Transaction-related charges(1)	31,572		32,110		51,666		10,711
Charges associated with corporate conversion(2)	—		—		—		1,064
(Gains) losses from change in tax receivable agreement liability	—		—		(1,941)		—
Net (income) loss attributable to Non-Controlling Interests in consolidated entities	(116,276)		(41,068)		(186,854)		123,341
Unrealized performance fees	(279,750)		(907,656)		(1,570,249)		892,525
Unrealized profit sharing expense	98,141		340,687		687,133		(340,496)
Equity-based profit sharing expense and other(3)	26,992		38,463		61,864		72,951
Equity-based compensation	19,491		17,747		35,649		31,817
Unrealized principal investment (income) loss	(8,620)		(107,110)		(372,393)		94,460
Unrealized net (gains) losses from investment activities and other	(914,167)		(277,167)		(1,240,459)		985,834
Segment Distributable Earnings(4)	$	556,894	$	235,414	$	885,676	$	431,919
Taxes and related payables	(46,175)		(21,040)		(71,961)		(43,233)
Preferred dividends	(9,164)		(9,165)		(18,328)		(18,329)
Distributable Earnings	$	501,555	$	205,209	$	795,387	$	370,357
Preferred dividends	9,164		9,165		18,328		18,329
Taxes and related payables	46,175		21,040		71,961		43,233
Realized performance fees	(468,756)		(10,837)		(575,510)		(76,583)
Realized profit sharing expense	246,553		10,837		304,309		76,583
Realized principal investment income, net	(70,141)		(5,219)		(96,775)		(10,802)
Net interest loss and other	37,060		29,050		70,566		66,184
Fee Related Earnings	$	301,610	$	259,245	$	588,266	$	487,301
Depreciation, amortization and other, net	5,714		2,712		10,769		5,823
Fee Related EBITDA	$	307,324	$	261,957	$	599,035	$	493,124
Realized performance fees	468,756		10,837		575,510		76,583
Realized profit sharing expense	(246,553)		(10,837)		(304,309)		(76,583)
Fee Related EBITDA + 100% of Net Realized Performance Fees	$	529,527	$	261,957	$	870,236	$	493,124

(1)Transaction-related charges include contingent consideration, equity-based compensation charges and the amortization of intangible assets and certain other charges associated with acquisitions, and restructuring charges.

(2)Represents expenses incurred in relation to the conversion to a corporation.

(3)Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-

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based profit sharing expense and other also includes non-cash expenses related to equity awards in unconsolidated related parties granted to employees of Apollo.

(4)See note 16 to the condensed consolidated financial statements for more details regarding Segment Distributable Earnings for the combined segments.

The table below sets forth a reconciliation of Class A shares outstanding to our Distributable Earnings Shares Outstanding:

	As of June 30, 2021	As of June 30, 2020	As of December 31, 2020
Total Class A shares outstanding	231,366,321	229,189,715	228,873,449
Non-GAAP Adjustments:
Participating Apollo Operating Group Units	201,208,132	204,028,327	204,028,327
Vested RSUs	359,592	195,499	1,833,332
Unvested RSUs Eligible for Dividend Equivalents	7,858,538	8,128,861	6,275,957
Distributable Earnings Shares Outstanding	440,792,583	441,542,402	441,011,065

Liquidity and Capital Resources

Overview

Apollo’s business model primarily derives revenues and cash flows from the assets it manages. Based on management’s experience, we believe that the Company’s current liquidity position, together with the cash generated from revenues will be sufficient to meet the Company’s anticipated expenses and other working capital needs for at least the next 12 months. Apollo targets operating expense levels such that fee income exceeds total operating expenses each period. The Company requires limited capital resources to support the working capital or operating needs of the business. For Apollo’s longer-term liquidity needs, we expect to continue to fund the Company’s operations through management fees and performance fees received. Liquidity needs are also met (to a limited extent) through proceeds from borrowings and equity issuances as described in notes 10 and 13 to the condensed consolidated financial statements, respectively. From time to time, if the Company determines that market conditions are favorable after taking into account our liquidity requirements, we may seek to raise proceeds through the issuance of additional debt or equity instruments.

At June 30, 2021, the Company had $1.8 billion of unrestricted cash and cash equivalents and $750 million of available funds from the AMH Credit Facility.

Due to the COVID-19 pandemic, there has been volatility in the financial markets. While the Company is not aware of any events that would result in an immediate impact to our liquidity needs, we continue to monitor developments on the global spread of COVID-19 as additional information is obtained.

Primary Sources and Uses of Cash

Over the next 12 months, we expect the Company’s primary liquidity needs will be to:

•pay the Company’s operating expenses, including, compensation, general, administrative, and other expense;

•pay interest and principal on the Company’s financing arrangements;

•pay cash dividends in accordance with the Company’s dividend policy;

•make payments under the tax receivable agreement;

•repurchase Class A shares;

•pay taxes and tax related payments;

•make payments related to the mandatory exchange; and

•support the future growth of Apollo’s businesses through strategic corporate investments.

Over the long term, we believe we will be able to grow Apollo’s Assets Under Management and generate positive investment performance in our funds, which we expect will allow us to grow the Company’s management fees and performance fees in amounts sufficient to cover our long-term liquidity requirements, which may include:

•supporting the future growth of Apollo’s businesses;

•creating new or enhancing existing products and investment platforms;

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•pursuing new strategic corporate investment opportunities;

•paying interest and repaying outstanding short-term and long-term borrowings;

•repurchasing Class A shares;

•making payments under the tax receivable agreement;

•making payments related to the mandatory exchange; and

•paying dividends (in accordance with the Company’s dividend policy).

Cash Flow Analysis

The section below discusses in more detail the Company’s primary sources and uses of cash and the primary drivers of cash flows within the Company’s condensed consolidated statements of cash flows:

	For the Six Months Ended June 30,
	2021		2020
	(in thousands)
Operating Activities	$	1,093,164	$	937,374
Investing Activities	771,836		(774,930)
Financing Activities	(176,181)		(90,791)
Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities	$	1,688,819	$	71,653

The assets of our consolidated funds and VIEs, on a gross basis, can be substantially larger than the assets of our core business and, accordingly, could have substantial effect on the accompanying statement of cash flows. Because our consolidated funds and VIEs are treated as investment companies for accounting purposes, their investing cash flow amounts are included in our cash flows from operations. The table below summarizes our condensed consolidated statements of cash flow by activity attributable to the Company and to our consolidated funds and VIEs.

	For the Six Months Ended June 30,
	2021		2020
	(in thousands)
Net cash provided by the Company’s operating activities	$	1,121,970	$	573,264
Net cash provided by (used in) the Consolidated Funds and VIEs operating activities	(28,806)		364,110
Net cash provided by operating activities	1,093,164		937,374
Net cash used in the Company’s investing activities	(60,183)		(807,924)
Net cash provided by the Consolidated Funds & VIEs investing activities	832,019		32,994
Net cash provided by (used in) investing activities	771,836		(774,930)
Net cash used in the Company’s financing activities	(793,631)		(320,118)
Net cash provided by the Consolidated Funds and VIEs financing activities	617,450		229,327
Net cash used in financing activities	$	(176,181)	$	(90,791)

Operating Activities

The Company’s operating activities support its investment management activities. The primary sources of cash within the operating activities section include: (a) management fees, (b) advisory and transaction fees, (c) realized performance revenues, (d) realized principal investment income, and (e) investment sales from our consolidated funds and VIEs. The primary uses of cash within the operating activities section include: (a) compensation and non-compensation related expenses, (b) placement fees, (c) interest and taxes, and (d) investment purchases from our consolidated funds and VIEs.

•During the six months ended June 30, 2021 and 2020, cash provided by operating activities primarily includes cash inflows from the receipt of management fees, advisory and transaction fees, realized performance revenues, and realized principal investment income, offset by cash outflows for compensation, general, administrative, and other expenses. Net cash provided by operating activities also reflects the operating activity of our consolidated funds and VIEs, which primarily include cash inflows from consolidated funds and from sale of investments offset by cash outflows for purchases of investments.

Investing Activities

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The Company’s investing activities support growth of its business. The primary sources of cash within the investing activities section include distributions from investments. The primary uses of cash within the investing activities section include: (a) capital expenditures, (b) investment purchases, including purchases of U.S. Treasury securities, and (c) equity method investments in the funds we manage.

•During the six months ended June 30, 2021, cash provided by investing activities primarily reflects the investing activity of our consolidated funds and VIEs, which primarily reflects net proceeds from maturities of U.S. Treasury securities.

•During the six months ended June 30, 2020, cash used by investing activities primarily reflects purchases of U.S. Treasury securities and other investments and net contributions to equity method investments, offset partially by proceeds from maturities of U.S. Treasury securities.

Financing Activities

The Company’s financing activities reflect its capital market transactions and transactions with owners. The primary sources of cash within the financing activities section includes proceeds from debt and preferred equity issuances. The primary uses of cash within the financing activities section include: (a) dividends, (b) payments under the tax receivable agreement, (c) share repurchases, (d) cash paid to settle tax withholding obligations in connection with net share settlements of equity-based awards, and (e) repayments of debt.

•During the six months ended June 30, 2021, cash used in financing activities primarily reflects dividends to Class A shareholders, distributions to Non-Controlling interest holders, and repurchases of Class A shares. Net cash used in financing activities also reflects the financing activity of our consolidated funds and VIEs, which primarily include cash inflows from the issuance of debt, net contributions from Non-Controlling interest in consolidated entities, proceeds from issuance of securities of a SPAC, partially offset by payment of underwriting discounts and cash outflows for the principal repayment of debt.

•During the six months ended June 30, 2020, cash used in financing activities primarily reflects dividends to Class A shareholders, distributions to Non-Controlling interest holders, and repurchases of Class A shares, partially offset by proceeds from the issuance of the 2030 Senior Notes. Net cash used in financing activities also reflects the financing activity of our consolidated funds and VIEs, which primarily include cash inflows from the issuance of debt offset by cash outflows for the principal repayment of debt.

Future Debt Obligations

The Company had long-term debt of $3.2 billion at June 30, 2021, which includes $3.1 billion of notes with maturities in 2024, 2026, 2029, 2030, 2039, 2048 and 2050. See note 10 to the condensed consolidated financial statements for further information regarding the Company’s debt arrangements.

Contractual Obligations, Commitments and Contingencies

The Company had unfunded general partner commitments of $1.0 billion at June 30, 2021, of which $253.7 million related to Fund IX. For a summary and a description of the nature of the Company’s commitments, contingencies and contractual obligations, see note 15 to the condensed consolidated financial statements and “—Contractual Obligations, Commitments and Contingencies”. The Company’s commitments are primarily fulfilled through cash flows from operations and (to a limited extent) through borrowings and equity issuances as described in notes 10 and 13 to the condensed consolidated financial statements, respectively.

Consolidated Funds and VIEs

The Company manages its liquidity needs by evaluating unconsolidated cash flows; however, the Company’s financial statements reflect the financial position of Apollo as well as Apollo’s consolidated funds (including SPACs) and VIEs. The primary sources and uses of cash at Apollo’s consolidated funds and VIEs include: (a) raising capital from their investors, which have been reflected historically as Non-Controlling Interests of the consolidated subsidiaries in our financial statements, (b) using capital to make investments, (c) generating cash flows from operations through distributions, interest and the realization of investments, (d) distributing cash flow to investors, (e) issuing debt to finance investments (CLOs) and (f) raising capital through SPAC vehicles for future acquisition of targeted entities.

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Other Liquidity and Capital Resource Considerations

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, access to credit facilities, 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 performance 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 or adjusted assets. Additionally, higher performance fees 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 until realized.

Income Taxes

Effective September 5, 2019, Apollo Global Management, LLC, a Delaware limited liability company, converted to a Delaware corporation named Apollo Global Management, Inc. Subsequent to the conversion, generally all of the income it earns is subject to U.S. corporate income taxes.

Consideration of Financing Arrangements

As noted above, in limited circumstances, the Company may issue debt or equity to supplement its liquidity. The decision to enter into a particular financing arrangement is made after careful consideration of various factors including the Company’s cash flows from operations, future cash needs, current sources of liquidity, demand for the Company’s debt or equity, and prevailing interest rates.

Revolver Facility

Under the Company’s AMH Credit Facility, the Company may borrow in an aggregate amount not to exceed $750 million and may incur incremental facilities in an aggregate amount not to exceed $250 million plus additional amounts so long as the Borrower is in compliance with a net leverage ratio not to exceed 4.00 to 1.00. Borrowings under the AMH Credit Facility may be used for working capital and general corporate purposes, including without limitation, permitted acquisitions. The AMH Credit Facility has a final maturity date of November 23, 2025. The AMH Credit Facility refinanced the 2018 AMH Credit Facility at substantially the same terms. The 2018 AMH Credit Facility and all related loan documents were terminated as of November 23, 2020.

Dividends and Distributions

For information regarding the quarterly dividends and distributions to Class A shareholders, Non-Controlling Interest holders in the Apollo Operating Group and participating securities, see note 13 to the condensed consolidated financial statements.

Although the Company expects to pay dividends according to our dividend policy, we may not pay dividends according to our policy, or at all, if, among other things, we do not have the cash necessary to pay the intended dividends. To the extent we do not have cash on hand sufficient to pay dividends, we may have to borrow funds to pay dividends, or we may determine not to pay dividends. The declaration, payment and determination of the amount of our quarterly dividends are at the sole discretion of the executive committee of our board of directors.

Our current intention is to distribute to our Class A shareholders on a quarterly basis substantially all of our Distributable Earnings after taxes and related payables, in excess of amounts determined by the executive committee of our board of directors to be necessary or appropriate to provide for the conduct of our business and, at a minimum, a quarterly dividend of $0.40 per share. Following the completion of the Company’s proposed merger with AHL, we intend to distribute an annual dividend of $1.60 per share, with increases based on growth of the business, as determined by the board of directors.

On August 4, 2021, the Company declared a cash dividend of $0.50 per Class A share, which will be paid on August 31, 2021 to holders of record at the close of business on August 19, 2021. Also, the Company declared a cash dividend

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of $0.398438 per share of Series A Preferred share and Series B Preferred share which will be paid on September 15, 2021 to holders of record at the close of business on September 1, 2021.

Tax Receivable Agreement

The tax receivable agreement provides for the payment to the Co-Founders and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that AGM Inc. and its subsidiaries realizes subject to the agreement. For more information regarding the tax receivable agreement, see note 14 to the condensed consolidated financial statements.

AOG Unit Payment

Pursuant to the binding governance term sheet the Company entered into with the Co-Founders, all AOG Units beneficially owned by each holder of AOG Units (other than those held by the Company and Athene) will be transferred to NewCo and one or more of its affiliates in a series of transactions in exchange for (i) such number of shares of Class A common stock of NewCo equal to the aggregate number of Outstanding AOG Units and (ii) an aggregate amount in cash equal to the product of (a) number of Outstanding AOG Units multiplied by (b) $3.66, payable over a period of four years in equal quarterly installments; provided, however, that in the event that the Company consummates the transactions contemplated by the Merger Agreement simultaneously with the mandatory exchange, the AOG Unit Payment will be payable over the period between the date on which the transactions contemplated by the Merger Agreement are consummated and the third anniversary of the Mandatory Exchange Date in equal quarterly installments. For more information, see “—General”.

Share Repurchases

For information regarding the Company’s share repurchase program, see note 13 to the condensed consolidated financial statements.

Athora

On April 14, 2017, Apollo made a commitment of €125 million to purchase new Class B-1 equity interests in Athora, a strategic platform that acquires and reinsures traditional closed life insurance policies and provides capital and reinsurance solutions to insurers in Europe which, as of April 2020 was fully drawn. In January 2018, Apollo purchased Class C-1 equity interests in Athora that represent a profits interest in Athora which, upon meeting certain vesting triggers, will be convertible by Apollo into additional Class B-1 equity interests in Athora.

As part of an ongoing capital raise in connection with Athora’s acquisition of VIVAT N.V., Apollo exercised its preemptive rights and made an additional incremental commitment of approximately €58 million to purchase new Class B-1 equity interests in Athora. In addition, in April 2020, Apollo purchased Class C-2 equity interests in Athora that represent a profits interest in Athora which, upon meeting certain vesting triggers, will be convertible by Apollo into additional Class B-1 equity interests in Athora.

Apollo and Athene are minority investors in Athora with a long term strategic relationship. Through its share ownership, Apollo has approximately 19% of the total voting power in Athora, and Athene holds shares in Athora representing 10% of the total voting power in Athora. In addition, Athora shares held by funds and other accounts managed by Apollo represent, in the aggregate, approximately 16% of the total voting power in Athora.

For more information regarding unfunded general partner commitments, see “—Contractual Obligations, Commitments and Contingencies”.

Fund VIII, Fund VII, Fund VI, ANRP I and ANRP II Escrow

As of June 30, 2021, the remaining investments and escrow cash of Fund VII was valued at 91% of the fund’s unreturned capital, respectively, which was below the required escrow ratio of 115%. As a result, Fund VII is required to place in escrow current and future performance fee distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation. Realized performance fees currently distributed to the general partner are limited to potential tax distributions and interest on escrow balances per these funds’ partnership agreements.

Clawback

Performance fees from our private equity funds and certain credit and real assets funds are subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative performance fees distributed

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from inception to date exceeds the amount computed as due to the general partner at the final distribution. See “—Overview of Results of Operations—Performance Fees” for the maximum performance fees subject to potential reversal by each fund.

Indemnification Liability

The Company recorded an indemnification liability in the event that the Co-Founders, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation to return previously distributed performance fees. See note 14 to the condensed consolidated financial statements for further information regarding the Company’s indemnification liability.

Investment Management Agreements - ISG

The Company provides asset management and advisory services to Athene as described in note 14 to the condensed consolidated financial statements.

The base management fee covers a range of investment services that Athene receives from the Company, including investment management, asset allocation, mergers and acquisition asset diligence and certain operational support services such as investment compliance, tax, legal and risk management support, among others. Additionally, the amended fee agreement provides for a possible payment by the Company to Athene, or a possible payment by Athene to the Company, equal to 0.025% of the Incremental Value as of the end of each year, beginning on December 31, 2019, depending upon the percentage of Athene’s investments that consist of core assets and core plus assets. In furtherance of yield support for Athene, if more than 60% of Athene’s invested assets which are subject to the sub-allocation fees are invested in core and core plus assets, Athene will receive a 0.025% fee reduction on the Incremental Value. As an incentive for differentiated asset management, if less than 50% of Athene’s invested assets which are subject to the sub-allocation fee are invested in core and core plus assets, thereby reflecting a higher allocation toward assets with the highest alpha-generating abilities, Athene will pay an additional fee of 0.025% on Incremental Value.

The amended fee agreement is intended to provide for further alignment of interests between Athene and the Company. On the Backbook Value, assuming constant portfolio allocations, the near-term impact of the amended fee agreement is anticipated to be immaterial. On the Incremental Value, assuming the same allocations as the Backbook Value, total fees paid by Athene to the Company are expected to be marginally lower than fees paid by Athene to the Company would have been under the prior fee arrangement. If invested asset allocations are more heavily weighted to assets with lower alpha-generating abilities than Athene’s current investment portfolio, the fees that Athene pays to the Company under the amended fee agreement would be expected to decline relative to the prior fee arrangement. Conversely, if a greater proportion of Athene’s investment portfolio is allocated to differentiated assets with higher alpha-generating abilities, Athene’s net investment earned rates would be expected to increase, and so would the fees Athene pays to the Company relative to the prior fee arrangement.

Strategic Transaction with Athene Holding

On October 27, 2019 Athene Holding, AGM Inc. and the entities that form the Apollo Operating Group entered into the Transaction Agreement. Pursuant to the Transaction Agreement, Athene Holding issued on February 28, 2020, 35,534,942 AHL Class A Common Shares to certain subsidiaries of the Apollo Operating Group in exchange for (i) issuance by the Apollo Operating Group of 29,154,519 non-voting equity interests of the Apollo Operating Group to Athene Holding and (ii) $350 million in cash. See note 14 to the condensed consolidated financial statements for further information regarding the Transaction Agreement with Athene Holding.

Termination Fee with Athene Holding

See note 14 to the condensed consolidated financial statements for further information regarding the termination fee that could be payable by AGM Inc. upon termination of the Merger Agreement with Athene Holding.

Equity-Based Profit Sharing Expense

Profit sharing amounts are generally not paid until the related performance fees are distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, a portion of the performance fees distributed to the general partner is allocated by issuance of equity-based awards, rather than cash, to employees. See note 2 to the condensed consolidated financial statements for further information regarding the accounting for the Company’s profit sharing arrangements.

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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 15 to our condensed consolidated financial statements for a discussion of guarantees and contingent obligations.

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.

The COVID-19 pandemic has created disruption and uncertainty in the global economy and financial markets. Although we cannot predict with certainty the full magnitude of the economic ramifications, we have accounted for pandemic-related circumstances when applying judgments and assumptions and updated our estimates accordingly when and as applicable.

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

 Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity.

The 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.

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Revenue Recognition

Performance Fees. We earn performance fees from our funds as a result of such funds achieving specified performance criteria. Such performance fees generally are earned based upon a fixed percentage of realized and unrealized gains of various funds after meeting any applicable hurdle rate or threshold minimum.

Performance allocations are performance fees that are generally structured from a legal standpoint as an allocation of capital to the Company. Performance allocations from certain of the funds that we manage are subject to contingent repayment and are 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 performance fees 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. We account for performance allocations as an equity method investment, and accordingly, we accrue performance allocations quarterly based on fair value of the underlying investments and separately assess if contingent repayment is necessary. The determination of performance allocations 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 credit, private equity and real assets funds.

Incentive fees are performance fees structured as a contractual fee arrangement rather than a capital allocation. Incentive fees are generally received from the management of CLOs, managed accounts and AINV. For a majority of our incentive fees, once the quarterly or annual incentive fees have been determined, there is no look-back to prior periods for a potential contingent repayment, however, certain other incentive fees can be subject to contingent repayment at the end of the life of the entity. In accordance with the revenue recognition standard, certain incentive fees are considered a form of variable consideration and therefore are deferred until fees are probable to not be significantly reversed. There is significant judgment involved in determining if the incentive fees are probable to not be significantly reversed, but generally the Company will defer the revenue until the fees are crystallized or are no longer subject to clawback or reversal.

Management Fees. Management fees related to our credit funds, 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 private equity funds, by contrast, 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. 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 credit, private equity 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 by Apollo, a review is performed by an independent board of directors. The Company also retains external 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 external 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.

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 the 2020 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.

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Fair Value of Financial Instruments

Except for the Company’s debt obligations (each as defined in note 10 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 56%, of the total performance fees 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.

Several of the Company’s employee remuneration programs are dependent upon performance fee realizations, including the Incentive Pool, and dedicated performance fee rights and certain RSU awards for which vesting is contingent, in part, on the realization of performance fees in a specified period. The Company established these programs 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. Dedicated performance fee rights entitle their holders to payments arising from performance fee realizations. The Incentive Pool enables certain partners and employees to earn discretionary compensation based on realized performance fees in a given year, which amounts are reflected in profit sharing expense in the Company’s condensed consolidated financial statements.  Amounts earned by participants as a result of their performance fee rights (whether dedicated or Incentive Pool) will vary year-to-year depending on the overall realized performance of the Company (and, in the case of the Incentive Pool, on their individual performance). There is no assurance that the Company will continue to compensate individuals through the same types of arrangements in the future and there may be periods when the Company determines that allocations of realized performance fees are not sufficient to compensate individuals, which may result in an increase in salary, bonus and benefits, the modification of existing programs or the use of new remuneration programs.  Reductions in performance fee revenues could also make it harder to retain employees and cause employees to seek other employment opportunities.

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), the Company’s U.S. Treasury securities with original maturities greater than three months when purchased 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. See notes 3, 5, and 6 to the condensed consolidated financial statements for further disclosure.

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. In addition, certain RSUs granted by the Company vest subject to continued employment and the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for such awards, if and when granted, will be recognized on an accelerated recognition method over the requisite service period to the extent the performance fee metrics are met or deemed probable. The addition of these performance measures helps to promote the interests of our Class A shareholders and fund investors by making RSU vesting contingent on the realization and distribution of profits on our funds. Forfeitures of equity-based awards 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

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equity-based compensation awards, see note 12 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. The Company has three types of RSU grants, which we refer to as Plan Grants, Bonus Grants, and Performance Grants. Plan Grants may or may not provide the right to receive dividend equivalents until the RSUs vest and, for grants made after 2011, the underlying shares are generally issued by March 15th after the year in which they vest. 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 dividends until vested if applicable. Bonus Grants provide the right to receive dividend equivalents on both vested and unvested RSUs and Performance Grants provide the right to receive dividend equivalents on vested RSUs and may also provide the right to receive dividend equivalents on unvested RSUs. Both Bonus Grants and Performance Grants are generally issued by March 15th of the year following the year in which they vest. For Bonus Grants and Performance Grants, the grant date fair value for the periods presented is based on the public share price of the Company, and is discounted for transfer restrictions.

We utilized the present value of a growing annuity formula to calculate a discount for the lack of pre-vesting dividends on certain Plan Grant and Performance Grant RSUs.

We utilize the Finnerty Model to calculate a marketability discount on the Plan Grant, Bonus Grant and Performance 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) dividend yield.

Income Taxes

Effective September 5, 2019, Apollo Global Management, LLC converted from a Delaware limited liability company to a Delaware corporation named Apollo Global Management, Inc. Subsequent to the conversion, generally all of the income it earns from the Apollo Operating Group (“AOG”) entities is subject to U.S. corporate income taxes. Certain of the AOG entities operate as partnerships for U.S. income tax purposes and are subject to New York City unincorporated business taxes (“NYC UBT”). Certain non-U.S. entities are also subject to non-U.S. corporate income taxes.

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

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

Fair Value Measurements

See note 6 to our condensed consolidated financial statements for a discussion of the Company’s fair value measurements.

As discussed in Note 6 to the condensed consolidated financial statements, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the

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funds it manages. For certain publicly traded vehicles managed by the Company, a review is performed by an independent board of directors. The Company also retains external 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. Please refer to Note 6 of this report for more details on valuation techniques employed by Apollo to determine fair value of its investments in credit, private equity and real assets investments.

    Credit Investments

The majority of investments in Apollo’s credit funds are valued based on quoted market prices. Quoted market prices are considered to be indicative of fair value, incorporating all the risks and uncertainties associated with the underlying instrument in the prevailing market environment. Apollo’s valuation team further analyzes how prices have moved over the measurement period within each asset class and sector and compared it with the relevant benchmark indices.

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. Apollo’s privately valued credit portfolio is concentrated in bank loans to middle-market companies, loans backed by commercial real estate, aviation and other asset backed loans, and life settlements. Valuation approaches used to estimate the fair value of illiquid credit investments may also include the market approach and the income approach. Most private debt instruments are valued utilizing discounted cash flow models where the key valuation drivers are market yield/credit spread, timing of cash flows and recovery of principal amount. Some of the considerations incorporated in determining the key valuation inputs in our model-based valuation approaches include but are not limited to:

•relative liquidity and change in liquidity profile of an asset class compared to underlying assets in an observable benchmark;

•specific contractual terms such as LIBOR floor, covenants or extension features;

•portfolio company specific business strength or weakness as it relates to COVID-19;

•portfolio company’s liquidity profile;

•expected maturity of debt instruments, which could be different than the contractual maturity;

•requested or granted amendments or deferrals; and

•expected recovery and timing of recovery for distressed debt instruments.

    Private Equity Investments

Over two thirds of Apollo’s private equity investments are valued using a market approach or an observable market price making overall portfolio returns in-line with relevant benchmark indices. Some of the additional considerations incorporated in valuation approaches include but are not limited to:

•relative liquidity and change in liquidity profile of the portfolio company; and

•portfolio company-specific business strength or weakness as it relates to COVID-19.

    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. Debt and equity securities that are not publicly traded or whose market prices are not readily available, such as private commercial real estate debt and equity investments in entities that own real estate, are valued at fair value utilizing a model-based approach to determine fair value. Some of the considerations incorporated in our model-based valuation approaches include but are not limited to:

•property type specific considerations of potential disruption from COVID-19;

•individual property specific considerations: region and sub-market, tenant profile and liquidity profile;

•requested or granted amendments or deferrals;

•expected maturity of debt instruments; and

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•loans evaluated for possible impairment.

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.

Contractual Obligations, Commitments and Contingencies

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 as of June 30, 2021:

	Remaining 2021		2022		2023		2024		2025		Thereafter		Total
	(in thousands)
Operating lease obligations(1)	$	23,251	$	52,081	$	52,127	$	48,454	$	46,162	$	434,422	$	656,497
Other long-term obligations(2)	21,523		7,555		2,020		820		711		711		33,340
2018 AMH Credit Facility(3)	338		675		675		675		611		—		2,974
2024 Senior Notes(3)	10,000		20,000		20,000		508,333		—		—		558,333
2026 Senior Notes(3)	11,000		22,000		22,000		22,000		22,000		508,983		607,983
2029 Senior Notes(3)	16,443		32,886		32,886		32,886		32,886		777,933		925,920
2030 Senior Notes(3)	6,625		13,250		13,250		13,250		13,250		558,663		618,288
2039 Senior Secured Guaranteed Notes(3)(4)	7,751		15,503		15,503		15,503		15,503		379,558		449,321
2048 Senior Notes(3)	7,500		15,000		15,000		15,000		15,000		633,750		701,250
2050 Subordinated Notes(3)	7,425		14,850		14,850		14,850		14,850		656,994		723,819
Secured Borrowing I	174		349		349		349		349		20,709		22,279
Secured Borrowing II	171		343		343		343		343		22,311		23,854
2016 AMI Term Facility I	130		260		260		260		20,013		—		20,923
2016 AMI Term Facility II	135		271		19,489		—		—		—		19,895
Obligations	$	112,466	$	195,023	$	208,752	$	672,723	$	181,678	$	3,994,034	$	5,364,676

(1)Operating lease obligations excludes $131.3 million of other operating expenses associated with operating leases. Operating lease obligations includes $160.4 million related to leases that have not yet commenced.

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

(3)See note 10 of the condensed consolidated financial statements for further discussion of these debt obligations.

(4)Payments based on anticipated repayment date of July 2029.    

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 Co-Founders and Contributing Partners which requires us to pay to our Co-Founders and Contributing Partners 85% of any tax savings received by AGM Inc. and its subsidiaries from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.

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

(iii)In connection with the Stone Tower acquisition, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future performance fees 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 15 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.

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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 and the commitment and remaining commitment amounts of Apollo only (excluding related parties) for each credit, private equity and real assets fund as of June 30, 2021 ($ in millions):

Fund	Apollo and Related Party Commitments		Apollo Only (Excluding Related Party) Commitments		Apollo and Related Party Remaining Commitments		Apollo Only (Excluding Related Party) Remaining Commitments
Credit:
FCI III	$	244.3	$	0.1	$	120.0	$	0.1
SCRF IV	416.1		33.1		145.1		11.4
Accord IV	246.2		20.0		200.7		16.3
Accord IIIB	140.5		14.1		97.8		11.3
Accord III	225.1		0.1		97.8		—
Apollo Strategic Origination Partners	6,121.2		121.2		5,981.9		118.5
Apollo Origination Partners	1,352.7		7.7		1,207.8		6.9
Other Credit	9,250.3		608.0		2,975.6		128.1
Total Credit	17,996.4		804.3		10,826.7		292.6
Private Equity:
Fund IX	1,914.5		448.3		1,079.1		253.7
Fund VIII	1,543.5		396.8		217.6		57.8
Fund VII	467.2		178.1		59.7		22.9
ANRP III	650.1		20.4		568.5		17.9
ANRP II	481.2		26.1		103.4		5.8
ANRP I	376.1		10.1		47.3		1.0
AION Capital Partners	151.0		50.0		15.6		4.9
HVF II	1,334.1		62.7		1,334.1		62.7
HVF	839.6		63.4		196.8		14.9
Other Private Equity	4,359.0		277.6		1,064.1		114.6
Total Private Equity	12,116.3		1,533.5		4,686.2		556.2
Real Assets:
European Principal Finance Funds
EPF III(1)	609.4		74.2		290.2		36.4
EPF II(1)	412.3		60.2		90.7		17.8
EPF I(1)	318.5		21.0		51.4		4.8
U.S. RE Fund III(2)	356.3		8.5		266.6		6.8
U.S. RE Fund II(2)	676.3		4.9		188.3		1.2
U.S. RE Fund I(2)	435.3		16.8		77.2		2.6
Asia RE Fund II(2)	893.7		4.2		661.0		3.4
Asia RE Fund I(2)	364.3		8.4		176.9		3.2
Apollo Infrastructure Opportunities Fund II	412.1		16.0		381.2		5.8
Apollo Infrastructure Opportunities Fund I(3)	241.2		8.9		64.2		2.4
Other Real Assets	588.4		81.0		73.3		42.6
Total Real Assets	5,307.8		304.1		2,321.0		127.0
Total	$	35,420.5	$	2,641.9	$	17,833.9	$	975.8

(1)Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.19 as of June 30, 2021.

(2)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 $1.38 as of June 30, 2021. Figures for U.S. RE Fund II, U.S. RE Fund III, Asia RE Fund I and Asia RE Fund II include co-investment commitments.

(3)Figures for AIOF I include Apollo Infra Equity US Fund, L.P. and Apollo Infra Equity International Fund, L.P. commitments.

The AMH Credit Facility, 2024 Senior Notes, 2026 Senior Notes, 2029 Senior Notes, 2030 Senior Notes, 2039 Senior Secured Guaranteed Notes, the 2048 Senior Notes and the 2050 Subordinated Notes will have future impacts on our cash uses. See note 10 of our condensed consolidated financial statements for information regarding the Company’s debt arrangements.

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Contingent Obligation—Performance fees with respect to certain credit and private equity funds and real assets funds is subject to reversal in the event of future losses to the extent of the cumulative performance fees recognized in income to date. See note 15 of our condensed consolidated financial statements for a description of our contingent obligation.

One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings of related parties of Apollo, including portfolio companies of the funds Apollo manages, as well as third parties. As of June 30, 2021 and December 31, 2020, there were no open underwriting commitments.

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 performance fees 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 credit, private equity 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:

•Our credit and real assets 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.

•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.

The Company has established a Global Risk Committee comprised of various members of senior management including the Company’s Co-Presidents, Co-Chief Operating Officers, General Counsel, Global Head of Human Capital, Chief Risk Officer, Head of Enterprise Risk Management and Head of Internal Audit. The risk committee is tasked with assisting the Company in monitoring and managing enterprise-wide risk. The risk committee generally meets on a quarterly basis and reports to senior management of the Company 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 provides analyses of select market and credit risk components to various members of senior management. 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 Board at such times as the Company’s Chief Risk Officer determines such discussions are warranted.

Impact on Management Fees—Our management fees are based on one of the following:

•capital commitments to an Apollo fund;

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•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 certain credit funds and our private equity 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 credit, private equity 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. Advisory and transaction fees will be impacted by changes in market risk factors to the extent that they limit our opportunities to engage in credit, private equity 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 Performance Fees—We earn performance fees from our funds as a result of such funds achieving specified performance criteria. Our performance fees 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’ performance fee distributions are subject to contingent repayment.

As a result, the impact of changes in market risk factors on performance fees will vary widely from fund to fund. The impact is heavily dependent on the prior and future performance of each fund, and therefore is not readily predicted or estimated.

Market Risk—We are directly and indirectly affected by changes in market conditions. Market risk generally represents the risk that values of assets and liabilities or revenues and expenses will be adversely affected by changes in market conditions. Market risk is inherent in each of our investments and activities, including equity investments, loans, short-term borrowings, long-term debt, hedging instruments, credit default swaps and derivatives. Just a few of the market conditions that may shift from time to time, thereby exposing us to market risk, include fluctuations in interest and currency exchange rates, equity prices, changes in the implied volatility of interest rates and price deterioration. Volatility in debt and equity markets can impact our pace of capital deployment, the timing of receipt of transaction fee revenues and the timing of realizations. These market conditions could have an impact on the value of fund investments and rates of return. Accordingly, depending on the instruments or activities impacted, market risks can have wide ranging, complex adverse effects on our results from operations and our overall financial condition. We monitor market risk using certain strategies and methodologies which management evaluates periodically for appropriateness. We intend to continue to monitor this risk going forward and continue to monitor our exposure to all market factors.

Interest Rate Risk—Interest rate risk represents exposure we and our funds have to instruments whose values vary with the change in interest rates. These instruments include, but are not limited to, loans, borrowings, investments in interest bearing securities 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

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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, 2021, we do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.

Certain of our funds’ investments include lower-rated and comparable quality unrated distressed investments and other instruments. Investments in such debt instruments are accompanied by a greater degree of risk of loss due to default by the issuer because such debt instruments are generally unsecured and subordinated to other creditors of the issuer. These issuers generally have high levels of indebtedness and can be more sensitive to adverse market conditions, such as a recession or increasing interest rates, as compared to higher rated issuers. We seek to minimize risk exposure by subjecting each prospective investment to rigorous credit analysis and by making investment decisions based upon objectives that include capital preservation and appreciation, and industry and issuer diversification.

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 London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai and Tokyo, among other locations throughout the world, 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 SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our

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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. We have not experienced any material impact to our internal control over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

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PART II

ITEM 1.    LEGAL PROCEEDINGS

See note 15 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 2020 Annual Report and our Quarterly Report for the quarter ended March 31, 2021, which are 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, 2020.

The risks described in our 2020 Annual Report and our Quarterly Report for the quarter ended March 31, 2021 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 7, 2021, May 10, 2021, May 17, 2021, May 18, 2021, and June 2, 2021, we issued 332,010, 1,614, 3,260, 56,243, and 4,655 shares of Class A shares, respectively, net of taxes to Apollo Management Holdings, L.P., a subsidiary of Apollo Global Management, Inc., in connection with issuances of stock to participants in the Equity Plan for an aggregate purchase price of $18.8 million, $0.1 million, $0.2 million, $3.2 million, and $0.3 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, 2021. From April 1, 2021 through June 30, 2021, the Company paid approximately $15.6 million in cash to satisfy tax withholding and cash settlement obligations in lieu of issuing Class A shares upon the vesting of equity awards representing 274,888 Class A shares.

Period	Total number of Class A shares purchased(1)	Average price paid per share		Total number of Class A shares purchased as part of publicly announced plans or programs(2)	Approximate dollar value of Class A shares that may yet be purchased under the plans or programs (3)
April 1, 2021 through April 30, 2021	—	$	—	—	$	334,607,173
May 1, 2021 through May 31, 2021	2,071,381	$	57.20	1,744,776	$	217,683,321
June 1, 2021 through June 30, 2021	73,332	$	57.50	73,332	$	213,300,503
Total	2,144,713

(1)    Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted Class A shares that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase Class A shares on the open market and retire them. During the three months ended June 30, 2021, we repurchased 326,605 Class A shares at an average price paid per share of $51.93 in open-market transactions not pursuant to a publicly-announced repurchase plan or program on account of these awards. See note 13 to the condensed consolidated financial statements for further information on Class A shares.

(2)    Pursuant to a share repurchase program that was publicly announced on March 12, 2020, the Company is authorized to repurchase up to $500 million in the aggregate of its Class A shares, including through the repurchase of outstanding Class A shares and 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 2019 Equity Plan (or any successor equity plan thereto). This authorization increased the Company’s capacity to repurchase shares from $80 million of unused capacity under the Company’s previously approved share repurchase plan. Class A shares may be repurchased from time to time in open market transactions, in privately negotiated transactions, pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. The Company is not obligated under the terms of the program to repurchase any of its Class A shares. The repurchase program has no expiration date and may be suspended or

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terminated by the Company at any time without prior notice. Class A shares repurchased as part of this program are canceled by the Company.

(3)     Amounts have been adjusted to account for reductions of Class A shares to satisfy associated tax obligations in connection with the settlement of equity-based awards granted to employees under the Equity Plan.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

Not applicable.

ITEM 6.    EXHIBITS

Exhibit Number	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of March 8, 2021, by and among Apollo Global Management, Inc., Athene Holding Ltd., Tango Holdings, Inc., Blue Merger Sub, Ltd., and Green Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 8, 2021 (File No. 001-35107)).
3.1	Certificate of Conversion of Apollo Global Management, LLC (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 5, 2019 (File No. 001-35107)).
3.2	Amended and Restated Certificate of Incorporation of Apollo Global Management, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 30, 2020 (File No. 001-35107)).
3.3	Amended and Restated Bylaws of Apollo Global Management, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 30, 2020 (File No. 001-35107)).
4.1	Form of 6.375% Series A Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-A/A filed with the Securities and Exchange Commission on September 5, 2019 (File No. 001-35107)).
4.2	Form of 6.375% Series B Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-A/A filed with the Securities and Exchange Commission on September 5, 2019 (File No. 001-35107)).
4.3	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)).
4.4	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)).

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Exhibit Number	Exhibit Description
4.5	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).
4.6	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)).
4.7	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)).
4.8	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)).
4.9	Form of 4.400% Senior Note due 2026 (included in 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), which is incorporated by reference).
4.10	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)).
4.11	Sixth Supplemental Indenture dated as of March 15, 2018, 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 March 15, 2018 (File No. 001-35107)).
4.12	Form of 5.000% Senior Note due 2048 (included in Exhibit 4.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 15, 2018 (File No. 001-35107), which is incorporated by reference).
4.13	Seventh Supplemental Indenture dated as of February 7, 2019, 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 February 7, 2019 (File No. 001-35107)).
4.14	Form of 4.872% Senior Note due 2029 (included in Exhibit 4.1 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 7, 2019 (File No. 001-35107), which is incorporated by reference).
4.15	Eighth Supplemental Indenture dated as of June 11, 2019, 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 June 11, 2019 (File No. 001-35107)).

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Exhibit Number	Exhibit Description
4.16	Indenture dated as of June 10, 2019, among APH Finance I, LLC, APH Finance 2, LLC, APH Finance 3, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.17 to the Registrant’s Form 10-Q for the period ended June 30, 2019 (File No. 001-35107)).
4.17	Amendment No. 1, dated and effective as of September 30, 2019, to Indenture dated as of June 10, 2019, among APH Finance I, LLC, APH Finance 2, LLC, APH Finance 3, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.17 to the Registrant’s Form 10-Q for the period ended September 30, 2019 (File No. 001-35107)).
4.18	Indenture, dated as of December 17, 2019, 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 December 17, 2019 (File No. 001-35107)).
4.19	Form of 4.950% Fixed-Rate Resettable Subordinated Note due 2050 (included in Exhibit 4.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 17, 2019 (File No. 001-35107), which is incorporated by reference).
4.20	Ninth Supplemental Indenture, dated as of June 5, 2020, 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 June 5, 2020 (File No. 001-35107)).
4.21	Form of 2.650% Senior Note due 2030 (included in Exhibit 4.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 5, 2020 (File No. 001-35107), which is incorporated by reference).
*10.1	First Amendment to Credit Agreement, dated as of May 10, 2021, by and among Apollo Management Holdings, L.P., the guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent.
*+10.2	Second Amended and Restated Exempted Limited Partnership Agreement of Apollo ADIP Advisors, L.P., dated June 12, 2020.
*+10.3	Form of Award Letter for Apollo ADIP Advisors, L.P.
*+10.4	Amended and Restated Exempted Limited Partnership Agreement of Apollo FIG Carry Pool Aggregator, L.P., dated February 25, 2019, effective December 12, 2018.
*+10.5	Form of Award Agreement for Apollo FIG Carry Pool Aggregator, L.P.
*31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
*31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).
*32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
*32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

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Exhibit Number	Exhibit Description
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
*101.SCH	XBRL Taxonomy Extension Schema 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
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed herewith.
+	Management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Apollo Global Management, Inc.
		(Registrant)
Date: August 6, 2021	By:	/s/ Martin Kelly
		Name:	Martin Kelly
		Title:	Chief Financial Officer and Co-Chief Operating Officer (principal financial officer and authorized signatory)

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT

This First Amendment to Credit Agreement, dated as of May 10, 2021 (this “Amendment”) is entered into by and among Apollo Management Holdings, L.P., a Delaware limited partnership (the “Borrower”), the Guarantors (as defined below) party hereto, the Lenders (as defined below) party hereto and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) party hereto. Capitalized terms used herein but not otherwise defined have the meanings assigned to such terms in the Credit Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Borrower has entered into that certain Credit Agreement dated as of November 23, 2020 (the “Existing Credit Agreement”, and as amended by this Amendment and as further amended, restated, modified or supplemented from time to time, the “Credit Agreement”) with lenders from time to time party thereto (collectively, the “Lenders”), guarantors from time to time party thereto (collectively, the “Guarantors”), issuing banks from time to time party thereto (the “Issuing Banks”) and the Administrative Agent;

WHEREAS, the Borrower has requested, and the Lenders party hereto (who constitute Required Lenders) have agreed to make, certain additional changes to the Existing Credit Agreement in accordance with Section 9.08 of the Existing Credit Agreement on and subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Certain Amendments to the Existing Credit Agreement.

(a)    The following new sentence is added at the end of the definition of “Change in Control” set forth in Section 1.01

“In addition, notwithstanding the foregoing, (1) a transaction in which the Public Company becomes a direct or indirect subsidiary of another person (such person, the “New Parent”) shall not constitute a Change in Control if (a) the equityholders of the Public Company immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, at least a majority of the total ordinary voting power of the Equity Interests of the Public Company or such New Parent immediately following the consummation of such transaction, substantially in proportion to their holdings of the equity of the Public Company prior to such transaction or (b) immediately following the consummation of such transaction, no person, other than a Continuing AGM Person, the New Parent or any subsidiary of the New Parent, beneficially owns, directly or indirectly through one or more intermediaries, more than 50% of the ordinary voting power of Equity Interests of the Public Company or the New Parent and (2) a person or group shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) prior to the consummation of the transactions contemplated by such agreement.”

SECTION 2.Amendment Effectiveness.

This Amendment shall become effective on and as of the first date (such date, the “Amendment Effective Date”) on which the Administrative Agent shall have received this Amendment, duly executed by each of the Loan Parties, the Administrative Agent and Lenders constituting Required Lenders.

SECTION 3.No Other Amendments; References to the Credit Agreement. Other than as specifically provided herein or in the Credit Agreement, this Amendment shall not operate as a waiver or amendment of any right, power or privilege of the Lenders under (and as defined in) the Existing Credit Agreement or any other Loan Document (as such term is defined in the Existing Credit Agreement) or of any other term or condition of the Existing Credit Agreement or any other Loan Document (as such term is defined in the Existing Credit Agreement) nor shall the entering into of this Amendment preclude the Lenders from refusing to enter into any further waivers or amendments with respect to the Existing Credit Agreement. All references to the Existing Credit Agreement in any document, instrument, agreement, or writing that is a Loan Document shall from and after the Amendment Effective Date be deemed to refer to the Credit Agreement, and, as used in the Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar import shall mean, from and after the Amendment Effective Date, the Credit Agreement. This Amendment shall be a Loan Document for all purposes under the Credit Agreement and the other Loan Documents.

SECTION 4.Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.

SECTION 5.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 6.Cross-References. References in this Amendment to any Section are, unless otherwise specified or otherwise required by the context, to such Section of this Amendment.

SECTION 7.Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[SIGNATURE PAGES FOLLOW]

    2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above.

APOLLO MANAGEMENT HOLDINGS, L.P., as the Borrower

By: Apollo Management Holdings GP, LLC, its general partner

    By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

[Signature Page to First Amendment]

APOLLO PRINCIPAL HOLDINGS I, L.P., as a Guarantor

By: Apollo Principal Holdings I GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO PRINCIPAL HOLDINGS II, L.P., as a Guarantor

By: Apollo Principal Holdings II GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO PRINCIPAL HOLDINGS III, L.P., as a Guarantor

By: Apollo Principal Holdings III GP, Ltd., its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO PRINCIPAL HOLDINGS IV, L.P., as a Guarantor

By: Apollo Principal Holdings IV GP, Ltd., its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

[Signature Page to First Amendment]

APOLLO PRINCIPAL HOLDINGS V, L.P., as a Guarantor

By: Apollo Principal Holdings V GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO PRINCIPAL HOLDINGS VI, L.P., as a Guarantor

By: Apollo Principal Holdings VI GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO PRINCIPAL HOLDINGS VII, L.P., as a Guarantor

By: Apollo Principal Holdings VII GP, Ltd., its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO PRINCIPAL HOLDINGS VIII, L.P., as a Guarantor

By: Apollo Principal Holdings VIII GP, Ltd., its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

[Signature Page to First Amendment]

APOLLO PRINCIPAL HOLDINGS IX, L.P., as a Guarantor

By: Apollo Principal Holdings IX GP, Ltd., its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO PRINCIPAL HOLDINGS X, L.P., as a Guarantor

By: Apollo Principal Holdings X GP, Ltd., its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO PRINCIPAL HOLDINGS XI, LLC, as a Guarantor

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Authorized Signatory

APOLLO PRINCIPAL HOLDINGS XII, L.P., as a Guarantor

By: Apollo Principal Holdings XII GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Authorized Signatory

[Signature Page to First Amendment]

AMH HOLDINGS (CAYMAN), L.P., as a Guarantor

By: AMH Holdings GP, Ltd., its general partner

By: Apollo Management Holdings GP, LLC, its director

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Authorized Signatory

APOLLO MANAGEMENT, L.P., as a Guarantor

By: Apollo Management GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO CAPITAL MANAGEMENT, L.P., as a Guarantor

By: Apollo Capital Management GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

APOLLO INTERNATIONAL MANAGEMENT, L.P., as a Guarantor

By: Apollo International Management GP, LLC, its general partner

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

[Signature Page to First Amendment]

ST HOLDINGS GP, LLC, as a Guarantor

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

ST MANAGEMENT HOLDINGS, LLC, as a Guarantor

By: /s/ Jessica L. Lomm    
Name: Jessica L. Lomm
Title: Vice President

AAA HOLDINGS, L.P., as a Guarantor

By: AAA Holdings GP Limited, its general partner

By: /s/ John Suydam    
Name: John Suydam
Title: Director

[Signature Page to First Amendment]

CITIBANK, N.A.,
as Administrative Agent and a Lender


By:    /s/ Maureen Maroney    
    Name: Maureen Maroney
    Title: Vice President

[Signature Page to First Amendment]

Bank of America, N.A., as a Lender


By:    /s/ Matthew C. White    
    Name: Matthew C. White
    Title: Director

[Signature Page to First Amendment]

BARCLAYS BANK PLC, as a Lender

By:        /s/ Jake Lam     Name: Jake Lam

Title: Assistant Vice President

[Signature Page to First Amendment]

CREDIT SUISSE AG, NEW YORK BRANCH,

as a Lender

By:        /s/ Vipul Dhadda     Name: Vipul Dhadda

Title:    Authorized Signatory

By:        /s/ Brady Bingham     Name: Brady Bingham

Title:    Authorized Signatory

[Signature Page to First Amendment]

DEUTSCHE BANK AG NEW YORK BRANCH, as a

Lender

By:        /s/ Ming K Chu     Name: Ming K Chu

Title:    Director

Phone: +1-212-250-5451

Email: ming.k.chu@db.com

By:        /s/ Marko Lukin     Name: Marko Lukin

Title:    Vice President Phone: +1-212-250-7283

Email: marko.lukin@db.com

[Signature Page to First Amendment]

Goldman Sachs Bank USA, as a Lender

By:        /s/ Dan Martis     Name: Dan Martis

Title: Authorized Signatory

[Signature Page to First Amendment]

JPMorgan Chase Bank, N.A

as a Lender

By:        /s/ Diego E Nunes     Name: Diego E Nunes

Title: Executive Director

    J.P. Morgan

[Signature Page to First Amendment]

MORGAN STANLEY BANK, N.A., as a Lender

By:    /s/ Alice Lee    

Name: Alice Lee

Title: Authorized Signatory

[Signature Page to First Amendment]

Royal Bank of Canada, as a Lender

By:    /s/ Alex Figueroa     Name: Alex Figueroa

Title: Authorized Signatory

[Signature Page to First Amendment]

Societe Generale, as a Lender

By:    /s/ Nick Heptinstall     Name: Nick Heptinstall

Title: Managing Director

[Signature Page to First Amendment]

U.S. Bank National Association, as a Lender

By:        /s/ Barry K. Chung     Name: Barry K. Chung

Title:    Sr. Vice President

[Signature Page to First Amendment]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By:        /s/ Heidi Samuels     Name: Heidi Samuels

Title: Director

[Signature Page to First Amendment]

Bank of Montreal, as a Lender

By:        /s/ Michael Orphanides     Name: Michael Orphanides

Title: Managing Director

[Signature Page to First Amendment]

BNP Paribas, as a Lender

By:        /s/ Warren Eckstein     Name: Warren Eckstein

Title: Managing Director BNP Paribas, as a Lender

By:        /s/ Liza Shabetayev     Name: Liza Shabetayev

Title: Managing Director

[Signature Page to First Amendment]

HSBC Bank USA, National Association, as a Lender

By: /s/ Mark Epley     Name: Mark Epley

    Title: Managing Director

[Signature Page to First Amendment]

MIZUHO BANK, LTD., as a Lender

By:    /s/ Donna DeMagistris     Name: Donna DeMagistris

Title: Authorized Signatory

[Signature Page to First Amendment]

MUFG Bank, LTD, as a Lender

By:        /s/ Jacob Ulevich     Name: Jacob Ulevich

Title: Director

[Signature Page to First Amendment]

Nomura Corporate Funding Americas, LLC., as a

Lender

By:        /s/ Andrew Keith     Name: Andrew Keith

Title: Executive Director

[Signature Page to First Amendment]

UBS AG, Stamford Branch, as a Lender

By:     /s/ Anthony N Joseph         

Name:    Anthony N Joseph

Title:    Associate Director

By:     /s/ Houssem Daly    

Name:     Houssem Daly

Title:    Director

[Signature Page to First Amendment]

EX-10.2

Exhibit 10.2

This exempted limited partnership is the general partner of Apollo/Athene Investment Program (A), L.P. and its parallel funds, and earns the “carried interest” on ADIP profits.

Apollo ADIP Advisors, L.P.

Second Amended and Restated

Exempted Limited Partnership Agreement

Dated June 12, 2020

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS	1
ARTICLE 2 CONTINUATION AND ORGANIZATION	9
Section 2.1Continuation	9
Section 2.2Name	9
Section 2.3Office	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
Section 2.8Schedule of Partners	10
ARTICLE 3 CAPITAL	11
Section 3.1Contributions to Capital	11
Section 3.2Rights of Partners in Capital	12
Section 3.3Capital Accounts	12
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
ARTICLE 4 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
Section 4.5Reclamation of Certain Distributions	20
ARTICLE 5 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 5.4[Intentionally Omitted]	22
Section 5.5Rights of Limited Partners	22
Section 5.6Other Activities of General Partner	22
Section 5.7Duty of Care; Indemnification	23
Section 5.8Discretion; Good Faith	24
ARTICLE 6 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	25
Section 6.4Withdrawal of Partners	27
Section 6.5Pledges	27
ARTICLE 7 ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS AND RETIREMENT OF PARTNERS	28
Section 7.1Allocation of Points	28
Section 7.2Retirement of Partner	29
Section 7.3Additional Points	30
ARTICLE 8 WINDING UP AND DISSOLUTION	30
Section 8.1Winding Up and Dissolution of Partnership	30
ARTICLE 9 GENERAL PROVISIONS	31
Section 9.1Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreement	31
Section 9.2Special Power-of-Attorney	32
Section 9.3Notices	34
Section 9.4Agreement Binding Upon Successors and Assigns	34
Section 9.5Merger, Consolidation, etc.	34
Section 9.6Governing Law; Dispute Resolution	35
Section 9.7Termination of Right of Action	36
Section 9.8No Third Party Beneficiary	36
Section 9.9Reports	37
Section 9.10Filings	37
Section 9.11Headings, Gender, Etc.	37

APOLLO ADIP ADVISORS, L.P.

A Cayman Islands Exempted Limited Partnership

SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT

SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of APOLLO ADIP ADVISORS, L.P. dated June 12, 2020, by and among Apollo ADIP Capital Management, 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 January 23, 2019, Apollo ADIP Capital Management, LLC filed with the Registrar of Exempted Limited Partnerships of the Cayman Islands a statement (the “Section 9 Statement”) under section 9 of the Exempted Limited Partnership Law (as amended) of the Cayman Islands (the “Partnership Law”) to form the Partnership as an exempted limited partnership under the Partnership Law,

WHEREAS, the General Partner and APH Holdings, L.P. entered into the Exempted Limited Partnership Agreement of the Partnership, dated January 23, 2019,

WHEREAS, Apollo FIG Carry Pool Intermediate, L.P. was admitted as a limited partner of the Partnership pursuant to an amended and restated Exempted Limited Partnership Agreement (the “Amended and Restated Agreement”) entered into on December 19, 2019 and effective February 1, 2019, and

WHEREAS, in connection with the admission of additional Limited Partners, the parties wish to amend and restate the Amended and Restated Agreement in its entirety to reflect to document certain matters as set forth herein.

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE 1
DEFINITIONS

Capitalized terms used but not otherwise defined herein have the following meanings:

“ADIP(A)” means Apollo/Athene Dedicated Investment Program (A), L.P., a limited partnership formed under the Partnership 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.

“AGM” means Apollo Global Management, Inc., a Delaware corporation.

“Agreement” means this Second Amended and Restated Exempted 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.

“Amended and Restated Agreement” has the meaning ascribed to that term in the Recitals.

“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 Affiliates of AGM, 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 (including any Annex thereto) setting forth (i) such Limited Partner’s Points, (ii) such Limited Partner’s vesting terms relating to Points, (iii) the formula applied to calculate the Holdback Amount with respect to such Limited Partner, (iv) any restrictive covenants with respect to such Limited Partner, (v) the definition of “Bad Act,” and (vi) any other terms applicable to such Limited Partner, as the same may be modified, amended or supplemented from time to time,

“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 2017, 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.

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“Book-Tax Difference” means the difference between the Carrying Value of each asset referred to in the definition of Carrying Value 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 that reflects such Limited Partner’s share of any Book-Tax Difference. Book-Tax Difference shall be allocated to the Limited Partners in accordance with Points immediately prior to the relevant event described in the definition of Carrying Value, and the Newly-Admitted Limited Partner’s share of any such Book-Tax Difference shall be zero. If the amount of the Book-Tax Difference with respect to any Partnership asset as of any determination date (the “current determination date”) is less than the amount of such Book-Tax Difference as determined as of the most recent prior determination date (the “prior determination date”), the General Partner has the discretion (but not the obligation) to make either of the following adjustments:

(1)    with respect to all Partners who were previously allocated a share of the Book-Tax Difference as of the prior determination date, to reduce their respective shares of such prior Book-Tax Difference by substituting the Book-Tax Difference as of the current determination date in place of the prior Book-Tax Difference, and to make corresponding reductions to the Catch Up Amounts previously applicable to any Newly-Admitted Limited Partners based on the Book-Tax Difference as of the prior determination date; or

(2)    for purposes of calculating and allocating the Book-Tax Difference as of the current determination date and the corresponding Catch Up Amounts applicable with respect to any Newly-Admitted Limited Partner being admitted as of the current determination date, to adopt the Book-Tax Difference as of the prior determination date rather than applying the Book-Tax Difference as of the current determination date (unless the adjustment contemplated by the preceding clause is being adopted with respect to all Partners).

The General Partner may establish a current determination date in order to implement the operation of clause (1) at a time other than a required determination date.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

“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 Partner” means a Limited Partner that has made capital commitment to the Partnership.

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“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 (i) the Partnership’s indirect interest in any Fund asset attributable to the Partnership’s interest in the Fund and (ii) any Partnership asset other than the interest in the Fund, 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) (without regard to whether the book basis of the Partnership’s assets is adjusted for such difference for purposes of sections 704(b) and (c) of the Code), 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 positive Book-Tax Difference present 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 subject to adjustment as contemplated by the last two sentences in the definition of Book-Tax Difference, and which may be further adjusted to the extent the General Partner determines 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).

“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.

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“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 Co-Investors IX (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.

“Commitment Period” has the meaning ascribed to that term in each of the Fund LP Agreements.

“Covered Person” has the meaning ascribed to that term in Section 5.7.

“Designated Investment Distribution” has the meaning ascribed to that term in Section 7.1(d).

“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.

“Final Adjudication” has the meaning ascribed to that term in Section 5.7.

“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.

“Founder Partner” means each of Leon Black, Joshua Harris, Marc Rowan and any Limited Partner that holds Points by reason of being a Related Party of one of the foregoing individuals.

“Fund” means each of ADIP(A) and each “Parallel Fund” within the meaning of the Fund LP Agreement of ADIP(A). Such term also includes each alternative investment vehicle created by ADIP(A) and/or any such Parallel Fund, to the extent the context so requires.

“Fund General Partner” means the Partnership in its capacity as a general partner of any of the Funds pursuant to the Fund LP Agreements.

5

“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 ADIP Capital Management, LLC, a Cayman Islands 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 9.3.

“JAMS”has the meaning ascribed to that term inSection 9.6(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.

“Newly-Admitted Limited Partner” means any Limited Partner whose admission to the Partnership causes an adjustment to Carrying Values pursuant to the definitions of “Carrying Value” and “Book-Tax Difference” (together with other Partners or Retired Partners so treated pursuant to Section 7.3).

“Notice of Dissolution” has the meaning ascribed to that term in Section 8.1(c).

“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.

6

“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.

“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 Law” has the meaning ascribed to that term in the Recitals.

“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. Unless the context otherwise requires, references to the Partnership Representative shall also include reference to the “designated individual” through whom, if the Partnership Representative is not an individual, such Partnership Representative will act for all purposes under the BBA Audit Rules.

“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 as Designated 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 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.

7

“Registrar” means the registrar of exempted limited partnerships of the Cayman Islands.

“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.

“Restrictive Covenants” means the restrictive covenants in favor of AGM or any of its Affiliates contained or referenced in a Limited Partner’s Award Letter.

“Retired Partner” means any Limited Partner who has become a retired partner in accordance with or pursuant to Section 7.2.

“Schedule of Partners” means a schedule to be maintained by the General Partner showing the information required pursuant to Section 2.8 and the Partnership Law.

“Section 9 Statement” has the meaning ascribed to that term in the Recitals.

“Tax Obligation” has the meaning ascribed to that term in Section 4.2(a).

“Team Member” means (x) a natural person whose services to AGM or its Affiliates are substantially dedicated to AGM’s or its Affiliates’ private equity business, (y) a natural person who, following the date hereof, becomes a Retired Partner and who, on or following the date hereof, held Points in his capacity as a Team Member, or (z) a Related Party of any of the foregoing. Notwithstanding the foregoing, none of the Founder Partners shall be considered a Team Member.

“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.

“U.S.” or “United States” means the United States of America.

“Vested Points” has the meaning ascribed to that term in a Limited Partner’s Award Letter.

8

“Voting Affiliated Feeder Fund” has the meaning ascribed to such term in each of the Fund LP Agreements.

ARTICLE 2
CONTINUATION AND ORGANIZATION

Section 2.1Continuation

The Partnership is hereby continued pursuant to the Partnership Law and this Agreement. The General Partner shall execute, acknowledge and file any amendments to the Section 9 Statement as may be required by the Partnership Law 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 Cayman Islands 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 ADIP Advisors, 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 Section 9 Statement to be filed in accordance with the Partnership Law. Promptly thereafter, the General Partner shall send notice thereof to each Limited Partner.

Section 2.3Office

The registered office and registered agent for service of process on the Partnership shall be at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other place or places in the Cayman Islands as the General Partner may from time to time decide.

Section 2.4Term of Partnership

(a)    The term of the Partnership shall continue until the first to occur of the following, which occurrence will cause the commencement of the winding up of the Partnership:

(i)     the completion of the winding up, termination and dissolution (without continuation) of all of the Funds;

(ii)    at any time there are no Limited Partners, unless the business of the Partnership is continued in accordance with the Partnership Law;

(iii)    any event that results in the General Partner ceasing to be a general partner of the Partnership under the Partnership Law, 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

9

appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership; and

(iv)    the entry of a decree of judicial dissolution.

(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 an order 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 special limited 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 or special limited 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. Admission as a Limited Partner (including as an Additional Limited Partner) will not change a Person’s employment status with any Affiliate of the Partnership or make any such Person an employee of the Partnership.

Section 2.8Schedule of Partners

The General Partner shall cause to be maintained at the principal office of the Partnership or such other place as the Partnership Law may permit, the Schedule of Partners, being a register of limited partnership interests and a record of contribution of the Limited Partners which shall include such information as may be required by the Partnership Law. The General Partner shall from time to time, update the Schedule of Partners as required by the Partnership Law to accurately reflect the information therein and no action of any partner shall be required to amend

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or update the Schedule of Partners. The Schedule of Partners shall not form part of this Agreement. The Schedule of Partners of the Partnership shall be the definitive record of ownership of each limited partnership interest and all relevant information with respect to each Partner.

ARTICLE 3
CAPITAL

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)    The Partnership has made a capital commitment to each of the Funds. Each Capital Partner is required to 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. The amount of each Capital Partner’s share of any required capital contribution will be pro rata in proportion to its uncalled capital commitment to the Partnership at the relevant time. Each Capital Partner’s uncalled capital commitment will be subject to adjustment in the same manner as the General Partner’s “Unpaid Capital Obligation” to the Funds as defined in the Fund LP Agreement. No Capital Partner will be required to make any capital contribution to the Partnership in excess of such Capital Partner’s uncalled capital commitment. No capital contribution to the Partnership by a Capital Partner will be used for any purpose other than to satisfy a capital call due from the Partnership to a Fund without the written consent of such Capital Partner. The General Partner will give each Capital Partner a written notice of any capital call at or about the time that a Fund issues a capital call to its partners.

(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 (other than a Capital Partner in its capacity as such) 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.

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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 each Capital Partner, 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.

(d)    Each Partner’s Capital Account shall be reduced by the sum of (without duplication):

(i)    in the case of each Capital Partner, 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

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(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, 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.

(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 to be appropriate to reflect the Partners’ interests in the Partnership.

(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

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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 Partnership Law, 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.

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.

(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, the issuance of such interestsmay, in the General Partner’s discretion, be treated as a payment of the relevant cash amount by the Partnership to the issued Partner and, subsequently, a contribution of such cash amount by such Partner to the Partnership. Upon such issuance, all Partnership assets may, in the General Partner’s discretion, be adjusted to equal their respective fair market values (as determined by the General Partner) in connection with such issuance and, immediately following such issuance, no Book-Tax Difference shall be reflected with respect to the issued Partner for such interests. Any deduction arising from the issuance of such interests shall be allocated to and among the Partners whose distributions are reduced as a result of such issuance.

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 the General Partner may (but is under no obligation to) charge or credit the amount of such reserve, increase or decrease to those parties who were Partners at

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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 any amount paid by the Partnership was not previously 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 the General Partner may (but is under no obligation to) charge such amount to those parties who were Partners during such prior period or periods, based on each such Partner’s Points for such applicable period.

(c)    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

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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 any way 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

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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 4
DISTRIBUTIONS

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 the Capital Partners in proportion to their respective capital commitments to the Partnership.

(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, 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;

provided, that 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. Notwithstanding the foregoing, the General Partner shall retain from the distribution amount apportioned to each Limited Partner other than any Capital Partner any Holdback Amount with respect to such Limited Partner, to the extent required and as determined in accordance with such Limited Partner’s Award Letter.

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(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 Newly-Admitted Limited Partner shall have the right, after the distribution of any amounts attributable to Book-Tax Differences present at the time of such Newly-Admitted Limited Partner’s admission pursuant to the proviso of Section 4.1(b) to the other Limited Partners, 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) 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 (including from distributions of Book-Tax Difference arising after such Newly-Admitted Limited Partner’s admission), 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)     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 and shall succeed to any Book-Tax Difference accounts 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

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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 Partnership Law 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

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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 satisfaction of all Partnership liabilities at the time of 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.

Section 4.5Reclamation of Certain Distributions

If, after a distribution made pursuant to Section 4.1(b), a Partner’s Points are reduced, and such reduction is applied retroactively such that such Partner’s Points on the dates specified in Section 4.1(b) would have been zero, such Partner shall repay to the Partnership the amounts distributed to such Partner based on his or her Points prior to such reduction but after the effective date of the reduction.

ARTICLE 5
MANAGEMENT

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. 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 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.

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(c)    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 Partnership Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which a Partnership 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 Partnership 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 a Partnership 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 Partnership Representative or as determined to be reasonably necessary by the Partnership 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 revenue 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.

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(d)    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 and/or conduct of the business of the Partnership as a result of the performance of his duties hereunder or otherwise.

(e)    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 5.4 [Intentionally Omitted]

Section 5.5Rights of Limited Partners

(a)    Limited Partners shall have no right to take part in the management or control or in the conduct 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 Partnership Law.

(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 and any other 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.

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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 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 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

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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), (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, or (iii) any Person to the extent the General Partner so determines.

Section 5.8Discretion; Good Faith

Except as otherwise expressly provided herein or as required by law, each power and authority vested in the General Partner by or pursuant to any provisions of this Agreement or the Partnership Law shall be construed as being exercisable by the General Partner in its sole and absolute 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 the General Partner is authorized to make a decision (a) in its 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 otherwise 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

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act under such express standard and shall not be subject to any other or different standard, and may exercise its discretion differently with respect to different Limited Partners.

ARTICLE 6
ADMISSIONS, 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 and to adhere to 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 their agreement to adhere to and be bound to this Agreement, 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. 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 or a separate instrument evidencing their agreement to adhere to and be bound by this Agreement, and upon the filing of an amendment to the Section 9 Statement with the Cayman Islands Registrar of Exempted Limited Partnerships pursuant to the Partnership Law.

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, in respect of vesting, restrictive covenants and the Holdback Amount or any AGM Shares acquired in respect thereof (as such terms are defined in a Limited Partner’s Award Letter), including, without limitation, his, her or its right to receive distributions of Operating Profit (other than with respect to AGM 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

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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 for U.S. tax purposes 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 be paid 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, provided that in relation to the outgoing Limited Partner’s Related Party such consent or approval must not be unreasonably withheld in accordance with Section 6.3(a)). 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 and its agreement to adhere to and be bound to this Agreement. 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

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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 may not withdraw from the Partnership without the prior consent of the General Partner. 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, charge 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.

(c)    For purposes of the grant, pledge, charge, 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

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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 8102(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 FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP EFFECTIVE AS OF JUNE 29, 2018, 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, electronic 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 7
ALLOCATION 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 reasonably 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

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(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 in writing 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)    The General Partner may enter into an agreement pursuant to which any Person other than AGM or a subsidiary of AGM would be entitled to receive one or more distributions of or attributable to Operating Profit in an amount calculated by reference to the investment performance of one or more, but not all, specified Portfolio Investments (each such distribution, a “Designated Investment Distribution”). In furtherance of the foregoing, the General Partner shall be entitled to make such equitable adjustments as it determines to be appropriate to give effect to the foregoing, including, without limitation, (i) reducing the amount of Operating Profit that would otherwise be distributable with respect to Points pursuant to Section 4.1(b) by the amount of any Designated Investment Distribution determined by the General Partner to be sourced or distributable from such Operating Profit and (ii) requiring any Limited Partner to return all or a portion of any distribution previously made to fund the payment of any such Designated Investment Distribution.

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 or any of its Affiliates terminating such Limited Partner’s employment by or service to 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.

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(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 the General Partner determines 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 the General Partner may make such adjustments to the amounts allocated and distributed to such Partner or Retired Partner with respect to such reallocated Points (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, including by treating such reallocation as an event described in the definitions of “Carrying Value” and “Book-Tax Difference” and by treating such Partner or Retired Partner as a Newly-Admitted Limited Partner with respect to such Points.

ARTICLE 8
WINDING UP AND DISSOLUTION

Section 8.1Winding Up and Dissolution of Partnership

(a)    Upon the commencement of the winding up of the Partnership in accordance with the Partnership Law, the General Partner shall wind up the business and administrative affairs and liquidate the assets 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

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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).

(c)     Following the completion of the winding up of the Partnership, the General Partner (or the liquidator as applicable) shall execute, acknowledge and cause to be filed a notice of dissolution (the “Notice of Dissolution”) of the Partnership with the Registrar and the winding up of the Partnership shall be complete on the filing of the Notice of Dissolution.

ARTICLE 9
GENERAL 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 material 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; provided, that any amendment pursuant to clauses (i) or (ii) that would cause a Limited Partner’s rights to allocations and distributions to suffer a material adverse change only may be made if the written consent of such Limited Partner is obtained prior to the effectiveness thereof. 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 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 on whom such change would have a material adverse effect.

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(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, or amendment and restatement 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 Cayman Islands, the United States of America 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 an exempted 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

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(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 equivalent financial and economic rights and obligations with respect to such Limited Partner and otherwise do not:

(1)    increase the Limited Partner’s 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 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 other Partners; or

(4)    otherwise result in an adverse change in the 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 ADIP Advisors (EH), L.P., a Cayman Islands exempted limited partnership, or any joinder in relation to such Partner’s admission as a partner of Apollo ADIP Advisors (EH), 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 9.5(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 Section 9 Statement 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

33

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 intended to secure a proprietary interest and the performance of the obligations of each Limited Partner 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; and

(iii)    Extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of such Limited Partner, and may be exercised by the General Partner on behalf of such Limited Partner in executing any instrument by a facsimile or electronic signature or by listing all the Limited Partners and executing that instrument with a single signature as attorney and/or agent for all of them.

Section 9.3Notices

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 9.4Agreement 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 9.5Merger, Consolidation, etc.

(a)    Subject to Section 9.5(b) and Section 9.6(c), the Partnership may merge or consolidate with or into one or more limited partnerships formed under the Partnership Law or

34

other business entities pursuant to an agreement of merger or consolidation which has been approved by the General Partner.

(b)    Subject to Section 9.5(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 9.5(a) may, to the extent permitted by the Partnership Law and Section 9.5(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 such transaction will, or will reasonably be likely to, result in any change in the financial rights or obligations or material change in other rights or obligations of 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 new financial or other material 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 9.6Governing 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 Partnership Law, without regard to conflict of laws rules thereof.

(b)    Subject to Section 9.6(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 Cayman Islands law) in accordance with, and pursuant to, the applicable rules of JAMS (“JAMS”). The arbitration shall be conducted on a strictly confidential basis, and none of the parties shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action, to any third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms. 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. If neither party is so determined, such fees shall be shared. Each

35

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 9.6 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), 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 any Restrictive Covenants set forth in 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 9.6(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 9.6(c), each party hereto consents to the exclusive jurisdiction and venue of the courts of the Cayman Islands.

Section 9.7Termination 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 9.8    No Third Party Beneficiary

Except with respect to the rights of Covered Persons hereunder and the rights of any Person which retains indemnification rights pursuant to the Section 5.7(b), each of whom shall be an intended third party beneficiary and shall be entitled to enforce the provisions of

36

Section 5.7, and none of the provisions of this Agreement shall be for the benefit of or enforceable by the creditors of the Partnership and this Agreement shall be binding upon and inure to the benefit of the Members and their respective legal representatives, successors and permitted assigns. Without limitation to the foregoing, a Person who is not a party to this Agreement may not, in its own right or otherwise, enforce any term of this Agreement except that each Covered Person and any Person which retains indemnification rights pursuant to Section 5.7, may in its own right enforce directly its rights pursuant to the provisions of Section 5.7 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Law, 2014, as amended, modified, re-enacted or replaced. Notwithstanding any other term of this Agreement, the consent of, or notice to, any Person who is not a party to this Agreement (including, without limitation, any Covered Person and any Person which retains indemnification rights pursuant to Section 5.7) is not required for any amendment to, or variation, release, rescission or termination of this Agreement.

Section 9.9Reports

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 9.10Filings

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 9.11Headings, 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

37

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

General Partner:

APOLLO ADIP CAPITAL MANAGEMENT, LLC

By:    APH Holdings, L.P., its sole member

By:    Apollo Principal Holdings III GP, Ltd., its general partner

By:    /s/ Joseph D. Glatt___________

    Name: Joseph D. Glatt

    Title: Vice President

Limited Partners:

APH HOLDINGS, L.P.

By:    Apollo Principal Holdings III GP, Ltd.,

    its general partner

By:    /s/ Joseph D. Glatt___________

    Name: Joseph D. Glatt

    Title: Vice President

APOLLO FIG CARRY POOL INTERMEDIATE, L.P.

By:    Apollo FIG Carry Pool Aggregator GP, LLC, its general partner

By:    /s/ Joseph D. Glatt__________

    Name: Joseph D. Glatt

    Title: Vice President

Apollo ADIP Advisors, L.P.

Second Amended and Restated Exempted Limited Partnership Agreement

Signature Page

For purposes of Section 9.1(c):

APOLLO CO-INVESTORS MANAGER, LLC

By:    /s/ Joseph D. Glatt        

    Name:     Joseph D. Glatt

    Title:     Vice President

Apollo ADIP Advisors, L.P.

Second Amended and Restated Exempted Limited Partnership Agreement

Signature Page

EX-10.3

Exhibit 10.3

Apollo ADIP Advisors, L.P.

Award Letter

«Date»

«Name»

«Address»

Dear «Prefix_and_Last_Name»:

Reference is made to the exempted limited partnership agreement referred to in the Participant Execution Page (the “Carry Plan LPA”) of Apollo ADIP Advisors, L.P. (the “Partnership”). Capitalized terms not defined herein have the meanings set forth in the Carry Plan LPA.

This letter is your “Award Letter” as defined in the Carry Plan LPA.

Your Initial Point Award

You are being granted the number of Points in the Partnership set forth on your Participant Execution Page (out of a maximum of [___] Points that will be issued by the Partnership and outstanding at any time) on the terms set forth in this Award Letter and the Carry Plan LPA. Your Points will not be reduced (or otherwise be subject to dilution) except (i) pursuant to the vesting formulas described below under “Effect of Retirement on Points; Vesting Terms,” (ii) as described below under “Dilution,” (iii) in the event of a Designated Investment Distribution pursuant to Section 7.1(d) of the Carry Plan LPA relating to one or more specific Portfolio Investments, or (iv) as a result of forfeiture in the event of a Bad Act (as defined in Annex A hereto) resulting in termination or in the event of a breach of a restrictive covenant in favor of AGM or any of its asset management subsidiaries (together, “Apollo”) (as described below).

The Partnership is the general partner of the parallel funds in the Apollo/Athene Dedicated Investment Program fund structure (collectively, the “Fund”), and as such the Partnership earns the carried interest on net profits realized for the Fund’s investors. Your Points entitle you to a share of the carried interest received by the Partnership. You will be entitled to share in distributions on the Points only to the extent that amounts received by the Partnership are determined to be (a) sourced out of appreciation in the assets of the Fund or (b) otherwise consistent with the treatment of the Points as profits interests for U.S. federal income tax purposes. Subject to the foregoing, your share of future distributions received by the Partnership after the date of this Award Letter will be calculated as if you had held your Points since «Vesting_Commencement_Date».

Effect of Retirement on Points; Vesting Terms

[If your employment by Apollo is terminated as a result of a Bad Act, all of your Points will be forfeited.

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If you cease to be employed by Apollo for any reason other than a Bad Act, your “Vested Points” will be calculated separately with respect to each award of Points having a different Vesting Commencement Date (as defined below), calculated as follows:

If you cease to be employed by Apollo for any reason other than death, disability or a Bad Act, up to [__] of the Points awarded to you are eligible for vesting upon separation from Apollo, and the remaining [__] of your Points are not eligible for vesting. Points eligible for vesting will vest [on a straight-line monthly basis as of the last day of each calendar month over the period commencing on the applicable Vesting Commencement Date and ending on the earlier of (i) the [___] anniversary of the Vesting Commencement Date or (ii) the last day of the calendar month occurring on or prior to the date on which you give or receive notice of your resignation from or termination by Apollo] (the “Vesting Period”). This means that, for every [month-end date] that occurs during the applicable Vesting Period, your “Vested Points” on separation from Apollo will increase by an amount equal to [__] ([__] of [__]) of the number of total Points you held on your separation date.

However, if you cease to be employed before the [___] anniversary of your first day of employment by Apollo other than by reason of death or disability, none of your Points will vest. If your [____] anniversary date of employment occurs after the applicable Vesting Commencement Date and you are still employed by Apollo at that time, your Vested Points will be calculated in accordance with the formula above, retroactive to the Vesting Commencement Date.

If your Vesting Period ends prior to the [__] anniversary of the applicable Vesting Commencement Date by reason of death or disability, your Vested Points will be increased by [___] of the difference between the vested amount as determined pursuant to the formula described above and the amount [__] that would have become fully vested at [__] months.

The General Partner may (but has no obligation to) agree to a lesser reduction (or to no reduction) of your Points or to extend the Vesting Period after you have ceased to be employed by Apollo.

The term “Vesting Commencement Date” means (i) «Vesting_Commencement_Date», in the case of the Points awarded pursuant to this Award Letter, and (ii) in the case of any additional Points that may be awarded to you in the future, the date specified in the subsequent award letter or notice.

Vesting is relevant only for purposes of determining your entitlement to distributions after separation from Apollo, and not to entitlements before your separation from Apollo, which are based on your total Points.]

Dilution

The number of Points allocated to you may be reduced as a consequence of an allocation of Points to another Partner only if all of the following conditions are satisfied:

(1)    The allocation of Points is to be made to a Person who is (or will become at the time of the Point allocation) a Team Member.

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(2)    Team Members will hold a number of Points in the aggregate that is greater than the Reserved Team Points.

(3)    After giving effect to any reduction in your Points, you will have at least [__] Points (or, if you are a Retired Partner at the time of the proposed reduction, the product of [__] multiplied by the applicable Vesting Percentage at the time of Retirement).

(4)    The Commitment Period has not expired. For the avoidance of doubt, a Team Member’s Points shall not be reduced as a consequence of an allocation of Points to another Person on and following the expiration of the Commitment Period.

(5)    The reduction in your Points shall not exceed a x b, where:

a =    the excess of the number of Points described in clause (1) above, over the number, determined before such allocation, of Reserved Team Points that are not held by Team Members (“Applicable Points”).

b =    a fraction equal to the number of Points that you held immediately prior to such reduction divided by the sum of (i) the aggregate number of Points that were held by APH (including for this purpose GCP, as defined below) immediately prior to such reduction plus (ii) the aggregate number of Points that were held by any other Limited Partner who had more than [__] Points at such time.

If, as a result of the formula described in clause (5) above, your Points would be reduced to below [__], your Points shall be reduced to [__] and the balance of the Points that would otherwise have reduced your Points shall instead be treated as Applicable Points. The same principle shall apply to any other Limited Partner, other than APH or a Founder Partner, whose Points would otherwise be reduced to below [__].

The term “Reserved Team Points” means a number of Points equal to the total initial number of Points that were offered to prospective Team Members or reserved for prospective Team Members by the General Partner at the time when prospective Team Members were initially invited to join the Partnership, as confirmed in writing by a Co-President and the CFO of Private Equity and Real Assets and the Manager of the Firm’s Carry and Co-Invest Plans.

No such reduction shall be applied to you for purposes of allocating, reallocating or granting Points to Apollo Global Carry Pool (or any participant therein) or any similar program, mandate or vehicle maintained by AGM or any of its Affiliates (collectively, “GCP”).

Your Points will also be subject to dilution on a pro rata basis if Points (or other rights to carry distributions) are awarded to Apollo personnel (including other participants) or to others with respect to one or more specific Portfolio Investments, as described in Section 7.1(d) of the Carry Plan LPA. You may be required to return distributions to the extent subsequently determined to be necessary to satisfy obligations associated with such an award. In addition, the General Partner may create reserves out of amounts otherwise distributable to you and other participants for anticipated amounts that may become due for such awards.

Affiliates of the Partnership may make one or more awards to Team Members residing outside the United States of “Notional Points” that are indexed to Points issued by the

Page 4

Partnership to APH. For purposes of applying the dilution provisions of the Award Letter, any Notional Points issued or proposed to be issued to Team Members will be treated for computational purposes as if such Notional Points were actual Points issued or to be issued to Team Members.

Restoration of Point Reductions

If, at a time when any of your Points have been reduced pursuant to “Dilution” above and not fully restored, any Points of any other Team Member become available for reallocation as a result of such other Team Member’s becoming a Retired Partner, such available Points shall be reallocated, on a pro rata basis, among (i) you and all other Team Members having any such unrestored Points, (ii) APH and the Founder Partners and (iii) any other Limited Partner whose Points were reduced, until all such reduced Points have been fully restored to you.

For this purpose, “pro rata” with respect to you means a/b, where:

a =    all reduction amounts previously applicable to you pursuant to “Dilution” above, net of all amounts previously restored to you.

b =    the aggregate of all such net unrestored reduction amounts for all Team Members, APH and the Founder Partners taking into account only reductions incurred as a consequence of Point allocations to Team Members, excluding reductions of APH’s Points that increased the number of Reserved Team Points then allocated to Team Members.

If a reduction occurred prior to your retirement and you have any remaining unrestored Points at the time of your retirement, the quantity of such unrestored Points will be adjusted at that time by multiplying such amount by your applicable Vesting Percentage.

After restoration of all previously reduced Points, the General Partner will determine the manner of reallocating any additional Points that become available.

Restrictive Covenants

Compliance with your contractual restrictive covenants in favor of AGM or its Affiliates is a condition to your receipt and retention of Points. Your violation of any applicable restrictive covenant results in immediate forfeiture of all your Points.

Equal Treatment

Except as otherwise specifically provided herein or in the Carry Plan LPA, the General Partner will not treat you in a manner that is adverse in comparison with the treatment of APH or the Founder Partners with respect to distributions (including liquidating distributions) of Operating Profit (including form, timing and amount of such distributions), Point dilution and funding of Clawback Shares. For the avoidance of doubt, the foregoing is not intended to limit the General Partner’s authority relating to forfeiture of Points due to retirement or Bad Acts and allocation of Points to APH to the extent not required to be allocated to Team Members, in each case, in accordance with the terms and conditions set forth herein and in the Carry Plan LPA.

Page 5

Fund Clawback; Corporate Clawback Policy

    You will be responsible for a pro rata share of any clawback obligation owed by the General Partner for the benefit of Fund Investors at the end of the Fund’s life, based on your pro rata share of all distributions received from the General Partner. Your Partnership admission documents include both a personal guarantee of the clawback obligation and the Secured Reimbursement Agreement, by and between you and an Affiliate of AGM, dated on or about the date hereof (the “SRA”), which is a reimbursement agreement for the benefit of the Apollo entity which has provided a guarantee to investors for the full amount of any clawback, in each case relating to your pro rata share of any clawback payment. The SRA permits Apollo to hold back amounts that would otherwise be distributable to you whenever it determines that a clawback would be due to Fund investors on a pro forma basis assuming liquidation of the Fund at fair value as of a recent valuation date. The SRA also permits Apollo to satisfy your share of any clawback obligation from any amounts due to you from other entities controlled by Apollo.

To the extent mandated by applicable law, stock exchange or accounting rule and/or set forth in a written clawback policy (e.g., with respect to compensation paid based on financial statements that are later found to have been materially misstated) adopted by AGM or an Affiliate, amounts distributed in respect of Points may be subject to clawback by AGM or an Affiliate under such law, rule and/or policy and, accordingly, you may be required to refund any relevant amounts to AGM or the relevant Affiliate.

Miscellaneous

Your admission to the Partnership as a Limited Partner will take effect upon your delivery to the General Partner of your signed Participant Execution Page. This Award Letter (including the Participant Execution Page for the purposes set forth therein) is governed by and is to be construed in accordance with the laws of the State of New York 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. Except as otherwise described herein and in the Carry Plan LPA, this Award Letter may be amended only with the consent of each party hereto. This Award Letter may be executed by facsimile or electronic signature and in one or more counterparts, all of which constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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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 ADIP ADVISORS, L.P.

By:    Apollo ADIP Capital Management, LLC,

    its general partner

By:    

    Name:    

    Title:    

APOLLO ADIP CAPITAL MANAGEMENT, LLC

By:    

    Name:    

    Title:    

Page 7

ADIP Carry Plan

Participant Execution Page

The undersigned acknowledges receipt of the following agreements (together with this Award Letter, the “ADIP Carry Plan Admission Agreements”):

(1)    Second Amended and Restated Exempted Limited Partnership Agreement of Apollo ADIP Advisors, L.P., dated June 12, 2020;

(2)    forms of personal Guarantees of a pro rata share of the “clawback obligations” of the Partnership for the benefit of all Fund Investors; and

(3)    form of Secured Reimbursement Agreement between the undersigned as “Participant” and the “Apollo Guarantor” as defined therein.

This execution page constitutes a counterpart signature page to each of the ADIP Carry Plan Admission Agreements.

By signing below, the undersigned hereby executes, joins in and agrees to be bound by the partnership agreement referred to above of the Partnership as a Limited Partner, and hereby executes and agrees to be bound by this Award Letter and the other ADIP Carry Plan Admission Agreements as guarantor and Participant, respectively, in each case with effect from the date of this Award Letter.

The undersigned hereby irrevocably makes, constitutes and appoints the general partner of the Partnership, with full power of substitution, the true and lawful representative and attorney-in-fact, and in the undersigned’s name, place and stead, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish the applicable partnership agreement and any statutory filings related thereto for and on the undersigned’s behalf.

POINTS:	«Points»
Name of Participant:	«Name»
Signature of Participant:	________________________________

Annex A

Definition of Bad Act

“Bad Act” means your:

(a)    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 your 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 ethics or any other material polices governing the conduct of persons performing services on behalf of AGM or any of its Affiliates (other than any AGM code of ethics 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 (delivered in accordance with Section 9.3 of the Carry Plan LPA), 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 your Vested Points, with interest calculated from the date such distributions were suspended at the prime lending rate

Annex A-1

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 your unvested Points shall continue to accrue, and your Points shall continue to vest, in accordance with the terms and conditions set forth herein.

For purposes of this Annex A, the term “Affiliate” includes Portfolio Companies.

Annex A-2

EX-10.4

Exhibit 10.4

This exempted limited partnership is a limited partner of certain entities that earn “carried interest”
on profits from various funds, accounts or investments managed or advised by AGM.

APOLLO FIG CARRY POOL AGGREGATOR, L.P.

Amended and Restated

Agreement of Exempted Limited Partnership

Dated February 25, 2019
Effective December 12, 2018

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS	4
Section 1.1Definitions; Interpretation	4
ARTICLE 2 FORMATION AND ORGANIZATION	12
Section 2.1Continuation	12
Section 2.2Name	12
Section 2.3Organizational Certificates and Other Filings	12
Section 2.4Principal Offices; Registered Office and Agent	12
Section 2.5Term of Partnership	13
Section 2.6Purpose of the Partnership; Classes	13
Section 2.7Actions by Partnership	14
Section 2.8Admission of Limited Partners	15
Section 2.9Withdrawal of Initial Limited Partner	15
Section 2.10Effective Date	15
Section 2.11Register	15
ARTICLE 3 CAPITAL	15
Section 3.1Contributions to Capital	15
Section 3.2Rights of Partners in Capital	16
Section 3.3Capital Accounts	16
Section 3.4Allocation of Profit and Loss	18
Section 3.5Tax Allocations	19
Section 3.6Tax Treatment of Interests in the Partnership	19
Section 3.7AEOI	20
Section 3.8Reserves; Adjustments for Certain Future Events	21
Section 3.9Finality and Binding Effect of General Partner’s Determinations	21
ARTICLE 4 DISTRIBUTIONS	22
Section 4.1Distributions	22
Section 4.2Withholding of Certain Amounts	23
Section 4.3Limitation on Distributions	24
Section 4.4Distributions in Excess of Basis	24
ARTICLE 5 MANAGEMENT	25
Section 5.1Rights and Powers of the General Partner	25
Section 5.2Delegation of Duties	26
Section 5.3Transactions with Affiliates	27
Section 5.4Expenses	27
Section 5.5Rights of Limited Partners	27
Section 5.6Other Activities of General Partner	28
Section 5.7Duty of Care; Indemnification	28

ARTICLE 6 ADMISSIONS, TRANSFERS AND WITHDRAWALS	29
Section 6.1Admission of Additional Limited Partners; Effect on Points	29
Section 6.2Admission of Additional General Partner	30
Section 6.3Transfer of Interests of Limited Partners	30
Section 6.4Withdrawal of Partners	31
Section 6.5Pledges or Charges	32
ARTICLE 7 ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS AND RETIREMENT OF PARTNERS	32
Section 7.1Allocation of Points	32
Section 7.2Retirement of Partner	33
Section 7.3Effect of Retirement on Points	33
ARTICLE 8 WINDING UP AND DISSOLUTION	34
Section 8.1Winding Up and Dissolution of Partnership	34
ARTICLE 9 GENERAL PROVISIONS	34
Section 9.1Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreements	34
Section 9.2Special Power-of-Attorney	35
Section 9.3Notices	36
Section 9.4Agreement Binding Upon Successors and Assigns	37
Section 9.5Good Faith; Discretion	37
Section 9.6Merger, Consolidation, etc.	37
Section 9.7Governing Law; Dispute Resolution	38
Section 9.8Termination of Right of Action	39
Section 9.9Third Party Rights	39
Section 9.10Reports	39
Section 9.11Filings	40
Section 9.12Counterparts	40

APOLLO FIG CARRY POOL AGGREGATOR, L.P.

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of APOLLO FIG CARRY POOL AGGREGATOR, L.P., a Cayman Islands limited partnership (the “Partnership”), dated February 25, 2019 and effective December 12, 2018, by and among Apollo FIG Carry Pool Aggregator GP, LLC with respect to Series A, a Delaware limited liability company, as the sole general partner (in such capacity, the “General Partner, and the other Persons (as defined below) whose names are recorded from time to time as limited partners of the Partnership in the Register of Partners (as defined below).

R E C I T A L S :

A.    The Partnership was registered by the General Partner as an exempted limited partnership in the Cayman Islands pursuant to the Partnership Law (as defined below) on December 12, 2018, by the filing of a Section 9 Statement (as defined below) with the Registrar (as defined below) pursuant to the Partnership law and since its formation has been governed by the Original Agreement (as defined below)

B.    The General Partner and the Initial Limited Partner entered into an Initial Exempted Limited Partnership Agreement of the Partnership, dated December 12, 2018 (the “Original Agreement”)

C.    The parties hereto desire to amend and restate the Original Agreement in its entirety to: (i) reflect the admission to the Partnership of those Persons (as defined below) who are listed on the Register of Partners as limited partners of the Partnership; (ii) effect the withdrawal of the Initial Limited Partner; and (iii) reflect the modifications set forth herein.

NOW, THEREFORE, the parties hereby agree to amend and restate the Original Agreement in its entirety to read as follows:

ARTICLE 1
DEFINITIONS

Section 1.1    Definitions; Interpretation

(a)    Capitalized terms used but not otherwise defined herein have the following meanings:

“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).

“AGM” means Apollo Global Management, LLC, a Delaware limited liability company.

“Agreement” means this Amended and Restated Agreement of Exempted Limited Partnership, as amended or supplemented from time to time.

“APH” means, as the context requires, any or all of (i) APH Holdings (DC), L.P., (ii) APH Holdings (FC), L.P., and/or (iii) APH Holdings, L.P., each a Cayman Islands exempted limited partnership.

“Applicable Tax Representative” means, with respect to a tax matter, the General Partner, or the Partnership Representative (each in its capacity as such), as applicable.

“Award Letter” means, with respect to any Limited Partner, the letter agreement between the Partnership and such Limited Partner (including any Annex or Schedule thereto) setting forth (i) such Limited Partner’s Points, (ii) such Limited Partner’s vesting terms relating to Points, (iii) any restrictive covenants with respect to such Limited Partner, (iv) the definition of “Bad Act,” and (v) any other terms applicable to such Limited Partner, as the same may be amended or supplemented from time to time.

“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 2017, 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 positive difference (if any) 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, which for purposes of this Agreement shall include any accrued income in

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respect of securities contributed to or held (directly or indirectly) by the Partnership as of the date of any such event. The General Partner shall maintain an account in the name of each 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(s) established and maintained on behalf of such Partner as described in Section 3.3.

“Carried Interest Revenues” means, with respect to any Fund, any carried interest, incentive allocations, performance allocations or similar performance-based compensation earned by the applicable Fund General Partner with respect to such Fund.

“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: (i) 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; (ii) 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; (iii) 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 (iv) 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 (i), (ii) and (iii) 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 and absolute 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 Other Agreement entered into by such Limited Partner pursuant to Section 9.1(b).

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“Class” means any class of Interests as may from time to time be established by the General Partner.

“Clawback Payment” means any payment required to be made by the Partnership to any Fund General Partner in respect of any “general partner giveback,” “general partner clawback” or similar obligation of such Fund General Partner pursuant to the Fund LP Agreement of the applicable 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 Limited Partners with respect to such Operating Profit attributable to such Fund. It is intended that the Clawback Share of a Limited Partner that does not hold a Class or tranche of Interests corresponding to the applicable Fund with respect to which such Clawback Share is attributable shall, to the extent related to distributions from the Partnership, be equal to zero percent (0%).

“Co-Investors (A) Entity” means an investment vehicle formed by AGM or any of its Affiliates to facilitate the investment in any Fund by employees of AGM or its Affiliates and their Related Parties.

“Co-Investors (A) Partnership Agreement” means the limited partnership agreement of any Co-Investors (A) Entity, as in effect 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 set forth in Section 5.7(a).

“Disability” has the meaning ascribed to that term in the Apollo Global Management LLC 2007 Omnibus Equity Incentive Plan.

“Final Adjudication” has the meaning set forth in Section 5.7(a).

“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 any pooled investment vehicle or managed account advised or managed by the applicable Fund General Partner and each “Parallel Fund” of such Fund within the meaning of the Fund LP Agreement of such Fund. Such term also includes each alternative investment vehicle created by a Fund and/or any such Parallel Fund, to the extent the context so requires.

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“Fund General Partner” means the Affiliate of AGM that acts in the capacity of the general partner, managing member, manager or similar Person of any Fund pursuant to the Fund LP Agreement of such Fund, excluding any such Person set forth on Schedule III].

“Fund GP Agreement” means the constituent agreement, certificate or other document governing a Fund General Partner, as in effect from time to time.

“Fund LP Agreement” means the limited partnership agreement of any Fund, as in effect from time to time, and, to the extent the context so requires, the corresponding constituent agreement, certificate or other document governing each such Fund.

“FIG Intermediate Pooling Vehicles” means Apollo FIG Carry Pool Intermediate, L.P., Apollo FIG Carry Pool Intermediate (DC), L.P., and Apollo FIG Carry Pool Intermediate (FC), L.P., each a Cayman Islands exempted limited partnership.

“General Partner” has the meaning set forth in the preamble and includes any successor to the business of the General Partner in its capacity as general partner of the Partnership.

“Governmental Authority” means: (i) any government or political subdivision thereof, whether non-U.S. or U.S., national, state, county, municipal or regional; (ii) any agency or instrumentality of any such government, political subdivision or other government entity (including any central bank or comparable agency); and (iii) any court.

“Home Address” has the meaning set forth in Section 9.3.

“Initial Limited Partner” means WNL Limited, solely in its capacity as the Initial Limited Partner.

“Interest” means the entire limited partner interest owned by a Partner in the Partnership as of any date of determination, including the right of such Partner to any and all benefits to which a Partner may be entitled as provided in this Agreement, together with the obligations of such Partner to comply with all the terms and provisions of this Agreement.

“JAMS” has the meaning set forth in Section 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.

“Losses” has the meaning set forth in Section 5.7(a).

“Newly Admitted Limited Partner” has the meaning set forth in Section 4.1(d)(i).

8

“Operating Loss” means, with respect to any Fiscal Year, any net loss of 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 U.S. federal income tax purposes. Operating Loss shall not include any loss attributable to a Book-Tax Difference. The General Partner shall allocate any Operating Loss derived from any Fund to the Classes or tranches of Interests to which such Operating Loss relates or in such other manner as determined by the General Partner. All references herein to the Operating Loss of the Partnership shall be construed as referring to the Operating Loss of the FIG Intermediate Pooling Vehicles, as the context requires.

“Operating Profit” means, with respect to any Fiscal Year, any net income of 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 U.S. federal income tax purposes. Operating Profit shall not include any income or gain attributable to a Book-Tax Difference. The General Partner shall allocate any Operating Profit derived from any Fund to the Classes or tranches of Interests to which such Operating Profit relates or in such other manner as determined by the General Partner. All references herein to the Operating Profit of the Partnership shall be construed as referring to the Operating Profit of the FIG Intermediate Pooling Vehicles, as the context requires.

“Original Agreement” has the meaning set forth in Recital B.

“Other Agreements” has the meaning set forth in Section 9.1(b).

“Partner” means the General Partner or any of the Limited Partners, and “Partners” means the General Partner and all of the Limited Partners.

“Partnership” has the meaning set forth in the preamble.

“Partnership Law” means the Cayman Islands Exempted Limited Partnership Law (as amended), as amended from time to time and any successor law thereto or re-enactment thereof.

“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 and any “designated individual” through whom the Partnership Representative that is an entity may act, if applicable.

“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.

9

“Point” means, with respect to any Limited Partner and any Class or tranche of Interests, an economic interest in the Operating Profit or Operating Loss attributable to such Class or tranche of Interests. The aggregate number of Points available for assignment to all Partners shall be maintained by the General Partner and set forth in the books and records of the Partnership. All references herein to a Limited Partner’s Points shall be construed as referring to the Points assigned to a Limited Partner indirectly in, and at the level of, a FIG Intermediate Pooling Vehicle, as the context requires. Unless otherwise determined by the General Partner in its sole and absolute discretion, any Limited Partner assigned Points shall be assigned that number of Points in all FIG Intermediate Pooling Vehicles. Points may or may not be assigned to a Limited Partner in respect of a particular Class or tranche of Interests, as determined by the General Partner in its sole and absolute discretion. A Limited Partner may be assigned Points in respect of one or more than one Class or tranche of Interests, as determined by the General Partner in its sole and absolute discretion.

“Point Award Date” means the date on which a particular Point was assigned to a Limited Partner pursuant to an Award Letter.

“Portfolio Investment” or “Investment” or any similar term has the meaning ascribed to that term in each of the Fund LP Agreements.

“Register of Partners” means a register of partnership interests that is maintained by the General Partner.

“Registrar” means the Cayman Islands Registrar of Exempted Limited Partnerships appointed pursuant to Section 8 of the Partnership Law.

“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 such Limited Partner;

(b)    any trust or estate in which such Limited Partner and any Related Party or Related Parties (other than such trust or estate) collectively have more than 80% of the beneficial interests (excluding contingent and charitable interests);

(c)    any entity of which such Limited Partner and any Related Party or Related Parties (other than such entity) collectively are beneficial owners of more than 80% of the equity interest; and

(d)    any Person with respect to whom such Limited Partner is a Related Party.

“Retired Partner” means any Limited Partner who has become a retired partner in accordance with or pursuant to Section 7.2 and such Limited Partner’s Award Letter.

“Retirement Date” means, with respect to any Limited Partner, the date as of which such Person becomes a Retired Partner.

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“Safe Harbor” means the election described in the Safe Harbor Regulation, pursuant to which a partnership and all of its partners may elect to treat the fair market value of a partnership interest that is transferred in connection with the performance of services as being equal to the liquidation value of that interest.

“Safe Harbor Election” means the election by a partnership and its partners to apply the Safe Harbor, as described in the Safe Harbor Regulation and IRS Notice 2005-43, issued on May 20, 2005.

“Safe Harbor Regulation” means Proposed Regulations Section 1.83-3(l) issued on May 24, 2005.

“Section 9 Statement” means the statement prepared under Section 9 of the Partnership Law and filed with the Registrar in accordance with the Partnership Law.

“Tax Obligation” has the meaning set forth in Section 4.2(a). “Tranche A” has the meaning set forth in Section 2.6(d).

“Tranche A Capital Account” means a Capital Account established for a Tranche A Limited Partner.

“Tranche A Interests” shall have the meaning set forth in Section 2.6(d).

“Tranche A Limited Partner” means a Limited Partner holding a Tranche A Interest.

“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 the sum of each of the following products in respect of the Points held by a Retired Partner as of such Retired Partner’s Retirement Date: the product of (i) the number of such Points that share a particular Vesting Commencement Date, multiplied by (ii) the Retired Partner’s Vesting Percentage applicable to such Points as of such Retired Partner’s Retirement Date. The General Partner may, in its sole and absolute discretion, allocate Vested Points to a particular Class or tranche of Interests.

“Vesting Commencement Date” with respect to each Point held by a Limited Partner, has the meaning set forth in the Award Letter providing for the grant of such Point.

“Vesting Percentage” with respect to each Point held by a Retired Partner, has the meaning set forth in the Award Letter providing for the grant of such Point.

“Winding-Up Event” has the meaning set forth in Section 2.5(a).

(a)    The headings in this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement. As used herein, masculine pronouns shall include the feminine and neuter, neuter pronouns shall include the masculine and the feminine, and the singular shall be deemed to include the plural. The use of

11

the word “including” herein shall not be considered to limit the provision which it modifies but instead shall mean “including, without limitation.”

(b)    As used in this Agreement, the phrases “any provision of this Agreement,” “the provisions of this Agreement” and derivative or similar phrases, and the terms “hereof,” “herein,” “hereby” and derivative or similar words, shall mean or refer only to any express provision actually written in this Agreement and not to any provision of the Partnership Law that may have application to the Partnership.

ARTICLE 2
FORMATION AND ORGANIZATION

Section 2.1    Continuation

The parties hereto agree to continue the Partnership as an exempted limited partnership pursuant to the Partnership Law on the terms of this Agreement.

Section 2.2    Name

The name of the limited partnership continued hereby is “Apollo FIG Carry Pool Aggregator, L.P.” The General Partner is authorized to make any variations in the Partnership’s name and may otherwise conduct the business of the Partnership under any other name, subject to compliance with the Partnership Law and all other applicable laws, as the General Partner may deem it necessary or advisable; provided that (i) such name shall contain the words “Limited Partnership”, the letters “L.P.” or the designation “LP” or the equivalent translation thereof, (ii) such name shall not contain the name of any Limited Partner without the consent of such Limited Partner, and (iii) the General Partner shall promptly give written notice of any such variation to the Limited Partners.

Section 2.3    Organizational Certificates and Other Filings

If requested by the General Partner, the Limited Partners shall immediately execute all certificates and other documents, and any amendments or renewals of such certificates and other documents as thereafter required, consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the continuation and operation of the Partnership as an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

Section 2.4    Principal Offices; Registered Office and Agent

(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.

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(b)    The General Partner shall arrange for the Partnership to have and maintain in the Cayman Islands, at the expense of the Partnership, a registered office and registered agent for service of process on the Partnership as required by the Partnership Law at Walkers Corporate Limited, Cayman Corporate Center, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

Section 2.5    Term of Partnership

(a)    The term of the Partnership commenced at the time of its registration as an exempted limited partnership under the Partnership Law and shall continue until the first to occur of any of the following events (each a “Winding-Up Event”):

(i)    a determination in writing by the General Partner that the Partnership should be wound up and dissolved;

(ii)    the insolvency, bankruptcy, withdrawal, termination or dissolution of the General Partner (unless a replacement general partner is appointed and the Partnership is continued in accordance with the Partnership law); or

(iii)    an order of any court of the Cayman Islands, pursuant to the Partnership Law, for the winding up and dissolution of the Partnership.

(b)    The parties agree that irreparable damage would be done to the Partnership and reputation of the Partners if any Limited Partner should bring an action for the winding up of 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 seek a decree of dissolution or to seek the appointment of a liquidator for the Partnership, except as expressly provided herein.

Section 2.6    Purpose of the Partnership; Classes

(a)    The principal purpose of the Partnership is to hold an indirect interest (including through the FIG Intermediate Pooling Vehicles) in certain Fund General Partners in order to derive cash or other revenues therefrom that are attributable to Carried Interest Revenues received by such Fund General Partners from Funds and to undertake such related and incidental activities and execute and deliver such related documents necessary or incidental thereto. As of the date hereof, the Partnership holds interests (including through the FIG Intermediate Pooling Vehicles), in the Fund General Partners set forth on Schedules I and II hereto.

(b)    Without limiting the foregoing, the General Partner has established the Partnership as a special purpose investment vehicle through which the Limited Partners are treated as if they indirectly hold Points in the FIG Intermediate Pooling Vehicles. In applying the provisions of this Agreement, in order to equitably determine the rights and obligations of the Partnership as a limited partner of the FIG Intermediate Pooling Vehicles, the General Partner, in its capacity as the general partner of the FIG Intermediate Pooling Vehicles, shall, to the maximum extent permissible under applicable law, treat each Limited Partner as if it were a

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limited partner of the FIG Intermediate Pooling Vehicles with an interest in the FIG Intermediate Pooling Vehicles determined with regard to the Points that are allocable to such Limited Partner’s Interest in the Partnership and any terms of the governing documents of the FIG Intermediate Pooling Vehicles pertaining to a Limited Partner’s Points shall be incorporated by reference into this Agreement and applied as if each Limited Partner were a party to and bound by the terms of such governing documents, mutatis mutandis. The General Partner shall make such adjustments as it deems appropriate in its sole and absolute discretion to equitably reflect the economic interests of the Limited Partners in respect of their respective Points and, upon any allocation or reallocation of Points to a Limited Partner at the level of the FIG Intermediate Pooling Vehicles, the General Partner may take all actions or make other adjustments which the General Partner deems necessary or proper to cause the Partnership as a limited partner to replicate such actions at the level of the Partnership. Notwithstanding the foregoing and for the avoidance of doubt, no Limited Partner shall own an interest in any FIG Intermediate Pooling Vehicle.

(c)    The Partnership, in the General Partner’s sole and absolute discretion, may establish Classes or additional tranches of Interests from time to time having different terms than those of the Interests described in this Agreement, including in terms of the Fund General Partners associated with them. New Classes or additional tranches of Interests may be established by the General Partner without providing prior notice to, or receiving consent from, existing Limited Partners. The terms of such Classes or additional tranches of Interests shall be determined by the General Partner in its sole and absolute discretion. The General Partner may classify existing Interests as belonging to a Class.

(d)    As of the date hereof, the General Partner, on behalf of the Partnership, has established “Tranche A.” Interests will be issued with respect to Tranche A – “Tranche A Interests.” Upon admission of the Limited Partners to the Partnership, for bookkeeping purposes, a Tranche A Capital Account shall be established with respect to each Tranche A Interest. The General Partner or its Affiliate may cause corresponding capital accounts to be established and maintained at the level of the FIG Intermediate Pooling Vehicles. Tranches of Interests are expected to be identical except with respect to the group of Fund General Partners with which each such tranche is associated (and the Operating Profit and Operating Loss attributable to the association with such Fund General Partners). Specifically, as of the date hereof, each such tranche shall be associated with the Fund General Partners set forth on Schedule I hereto. A Limited Partner may hold one, or more than one, tranche of Interests. All references to Interests in this Agreement, unless otherwise specified, shall be deemed to include Tranche A Interests, and any Classes or other tranches of Interests established by the General Partner pursuant to this Agreement.

Section 2.7    Actions 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 for and on behalf of the Partnership 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.

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Section 2.8    Admission of Limited Partners

As of February 25, 2019, the Persons whose names are set forth in the Register 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 this Agreement or a joinder to this Agreement, or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner of the Partnership and adhere to and be bound by the provisions of this Agreement. The General Partner agrees to continue as the General Partner of the Partnership upon its execution of this Agreement. Additional Limited Partners may be admitted to the Partnership in accordance with Section 6.1.

Section 2.9    Withdrawal of Initial Limited Partner

Immediately following the admission of the Limited Partners to the Partnership pursuant to Section 2.8, the Initial Limited Partner shall (i) receive a return of its original capital contribution, if any, (ii) withdraw as a partner of the Partnership, and (iii) have no further right, interest or obligation of any kind whatsoever as a partner in the Partnership.

Section 2.10    Effective Date

Each of the Partners acknowledges that for the purposes of Cayman Islands law, this Agreement will take effect on the date hereof. However, notwithstanding the foregoing, the Partners hereby agree that their respective rights, duties and obligations pursuant to this Agreement shall have effect from December 12, 2018, as among the Partners.

Section 2.11    Register

The General Partner shall cause to be maintained at the principal office of the Partnership or at such other place as the Partnership Law may permit the Register of Partners which shall include such information as may be required by the Partnership Law. The Register of Partners shall not form part of this Agreement. The General Partner shall from time to time, update the Register of Partners as required by the Partnership Law to accurately reflect the information therein and no action of any partner shall be required to amend or update the Register of Partners. The Register of Partners shall be open to inspection by all Limited Partners at any time for any purpose reasonably related to such Limited Partner’s interest in the Partnership and shall be available for inspection by such Limited Partner only with the consent of the General Partner.

ARTICLE 3
CAPITAL

Section 3.1    Contributions to Capital

(a)    No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership, except as may be agreed from time to time between such Partner and the General Partner and other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account.

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(b)    To the extent, if any, that at the time of the Final Distribution (or the equivalent term, in each case, as defined in each of the Fund LP Agreements) or at any time prior thereto (whether pursuant to the provisions of the applicable Fund LP Agreement, upon the determination of the applicable Fund General Partner or otherwise), it is determined that the Partnership, as a holder, directly or indirectly, of equity interests in a Fund General Partner, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner that holds an Interest in the particular Class or tranche of Interests to which such Clawback Payment relates, 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 applicable Limited Partner’s required contribution, each such Limited Partner’s allocable share of any Escrow Account (or the equivalent term, in each case, as defined in the Fund LP Agreements), 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 (b) at the time of such application.

(c)    For the avoidance of doubt, the aggregate Clawback Payments required to be made by the Limited Partners hereunder with respect to any Fund shall not exceed the aggregate amount of distributions actually received by the Partnership from the applicable Fund General Partner that are attributable to Carried Interest Revenues.

Section 3.2    Rights of Partners in Capital

(a)    No Partner shall be entitled to interest on any 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 3.3    Capital Accounts

(a)    The Partnership shall maintain for each Partner a separate Capital Account in accordance with the provisions of Treas. Reg. Section 1.704-1(b)(2)(iv) and, to the extent consistent with such provisions, the terms of this Agreement.

(b)    Each Partner’s Capital Account shall have an initial balance of zero.

(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

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(ii)    the portion of any Operating Profit allocated to such Partner’s Capital Account pursuant to Section 3.4; plus

(iii)    such Partner’s allocable share of any decreases in any reserves recorded by the Partnership pursuant to Section 3.8, 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

(iv)    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)    the portion of any Operating Loss allocated to such Partner’s Capital Account pursuant to Section 3.4; plus

(ii)    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

(iii)    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, 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.

(iv)    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.

(f)    Within each Capital Account a separate sub-account may be established by the General Partner for each Class or tranche of Interests held by each Partner.

(g)    The General Partner, in its capacity as the general partner of the FIG Intermediate Pooling Vehicles, may elect to further establish a notional capital account at the level of each such FIG Intermediate Pooling Vehicle to correspond with each capital account or sub-account established at the level of the Partnership and the tranches or Classes of Interests established at the level of the Partnership.

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Section 3.4    Allocation of Profit and Loss

(a)    Operating Profit or Operating Loss for any Fiscal Year shall be allocated to the Partners so as to produce Capital Accounts for the Partners (such Capital Accounts computed after taking into account any other Operating Profit or 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)) 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, however, that the General Partner may allocate Operating Profit and Operating Loss and items thereof in such other manner as it determines in its sole and absolute discretion to be appropriate to reflect the Partners’ interests in the Partnership, including with respect to Operating Profit that relates to a particular Fund Investment, is borne by the Limited Partners. 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(a).

(b)    To the extent that the allocations of Operating Loss contemplated by (a) would cause the Capital Account of any Limited Partner to be less than zero, such 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 limited partners of the General Partner in proportion to their limited partner interests in the General Partner). Following any such adjustment pursuant to this (b) with respect to any Limited Partner, any Operating Profit for any subsequent Fiscal Year which would otherwise be credited to the Capital Account of such Limited Partner pursuant to (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 (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 (b).

(c)    Each Limited Partner’s rights and entitlements as a Limited Partner are limited to the rights to receive allocations and distributions of Operating Profit expressly conferred by this Agreement and any Other Agreement entered into pursuant to Section 9.1(b) and the other rights expressly conferred by this Agreement and any such Other Agreement or required by the Partnership Law, 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 (a), the General Partner may determine, in its sole and absolute 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

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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.

(e)    Operating Profit and Operating Loss shall be determined on a daily, monthly or other basis, as reasonably approved by the General Partner using any permissible method under Section 706 and the Treasury Regulations thereunder. If any Limited Partner shall be admitted to the Partnership, retire from the Partnership or assigned additional Points at different times during the Partnership’s Fiscal Year, Operating Profit or Operating Loss shall be allocated among the Limited Partners on such proper basis as the General Partner shall determine consistent with the applicable requirements under Section 706 of the Code.

Section 3.5    Tax 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 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 and absolute 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 3.6    Tax Treatment of Interests in the Partnership

(a)    The Partnership and each Partner agree to treat the Interests as a “Profits Interest” with respect to the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343. In accordance with Rev. Proc. 2001-43, 2001-2 C.B. 191, the Partnership shall treat a Partner holding an Interest as the owner of such Interest from the date such Interest was issued, and shall file its IRS form 1065, and issue appropriate Schedule K-1s to such Partner, allocating to such Partner its distributive share of all items of income, gain, loss, deduction and credit associated with such Interest as if it were fully vested. Each such Partner agrees to take into account such distributive share in computing its United States federal income tax liability for the entire period during which it holds the Interest. Except as required pursuant to a “Determination” as defined in Section 1313(a) of the Code, none of the Partnership or any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Interest issued to a Partner in respect of the Partnership, either at the time of grant of the Interest, or at the time the Points assigned to the holder of the Interest become substantially vested. The undertakings contained in this Section 3.6 shall be construed in accordance with Section 4 of Rev. Proc.

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2001-43. The provisions of this Section 3.6 shall apply regardless of whether or not the holder of an Interest files an election pursuant to Section 83(b) of the Code. This Section 3.6 shall apply only to an Interest granted while Rev. Proc. 93-27, 1993-2 C.B. 343 and Rev. Proc. 2001-43, 2001-2 C.B. 191, remain in effect.

(b)    The Partners agree that, in the event the Safe Harbor Regulation is finalized, the Partnership shall be authorized and directed to make the Safe Harbor Election, and the Partnership and each Partner (including any Person to whom an interest in the Partnership is transferred in connection with the performance of services) agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services while the Safe Harbor Election remains effective. The General Partner shall be authorized to (and shall) prepare, execute, and file the Safe Harbor Election. The General Partner shall cause the Partnership to make any allocations of items of income, gain, loss, deduction or expense (including forfeiture allocations) necessary or appropriate to effectuate and maintain the Safe Harbor Election.

Section 3.7    AEOI

(a)    Each Limited Partner:

(i)    shall provide, in a timely manner, such information regarding the Limited Partner and its beneficial owners 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;

(ii)    acknowledges that any such forms or documentation requested by 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 (including the Cayman Islands Tax Information Authority and any other Cayman Islands Governmental Authority);

(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 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

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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 (each an “AEOI Covered Person”, and collectively the “AEOI Covered Persons”) 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 AEOI Covered Person may incur as a result of any action or inaction (directly or indirectly) of such Limited Partner (or any Related Party) described in (a)(i) through (iv). This indemnification shall survive the AEOI Covered Person’s death or disposition of its interests in the Partnership.

Section 3.8    Reserves; Adjustments for Certain Future Events

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 Persons 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 the amount of such reserve, increase or decrease may instead be charged or credited to those Persons 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.

Section 3.9    Finality 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

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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.

ARTICLE 4
DISTRIBUTIONS

Section 4.1    Distributions

(a)    The General Partner shall use reasonable efforts to cause the Partnership to distribute, as promptly as reasonably practicable after receipt by the Partnership (not more frequently than quarterly), any available cash or property attributable to items included in the determination of Operating Profit and Book-Tax Difference, subject to the provisions of the applicable Fund LP Agreements and 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 3.8. Any such distributions shall be made to the Limited Partners separately with respect to the Interests held by the applicable Limited Partners in the particular Class or tranche of Interests to which such distributions relate in proportion to the respective Points of such Limited Partners with respect to such Class or tranche of Interests, determined (i) in the case of any amount of cash or property received from any of the applicable Fund General Partners that is attributable to the disposition of a Portfolio Investment by the applicable 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, in each case, as determined by the General Partner; provided, however, that 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.

(b)    Distributions of amounts attributable to Operating Profit and Book-Tax Difference shall be made in cash; provided, however, that if the Partnership receives a distribution from a Fund General Partner 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 pertaining to the Class or tranche of Interests to which such distributions relate.

(c)    Any distributions or payments in respect of the interests of Limited Partners unrelated to 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.

(d)    (i) 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. 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 (a) 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

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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 (a), 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 (a), until each applicable Newly Admitted Limited Partner has received an amount equal to the applicable Catch Up Amount. Any such Catch Up Amount shall be determined by the General Partner, and the General Partner may determine any such Catch Up Amount separately with respect to any Class or tranche of Interests, in each case, in its sole and absolute discretion.

(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 Interest, as affected by the reallocation of Points, to continue to be treated as profits interests for U.S. federal income tax purposes.

(iii)    Any reallocation of Points pursuant to Article 7 shall include the right to receive any Catch Up Amount associated with such Points.

(e)    Cash or property that the General Partner determines is associated with Operating Profit that has been specially allocated to a Limited Partner shall be distributed to such Limited Partner. The General Partner, in its sole and absolute discretion, shall make such determinations regarding distributions of cash and property that it determines are associated with such special allocations as are necessary to ensure that the manner in which distributions are made is consistent with the purpose, and benefits and burdens, of such special allocations.

(f)    Notwithstanding anything to the contrary in this Agreement, if the General Partner determines, in its sole and absolute discretion, that all or a portion of the cash or property received by the Partnership from a FIG Intermediate Pooling Vehicle constitutes cash or property which the Partnership (or such FIG Intermediate Pooling Vehicle) is not entitled to receive pursuant to the governing documents of the applicable Fund General Partner or otherwise, then the General Partner may, in its sole and absolute discretion, cause the Partnership (or cause the general partner of such FIG Intermediate Pooling Vehicle to cause such FIG Intermediate Pooling Vehicle) to return such cash or property to such Fund General Partner, or otherwise make such adjustments as it deems necessary or advisable such that the Partnership (or such FIG Intermediate Pooling Vehicle) shall not receive the economic benefits associated with the receipt of such cash or property.

Section 4.2    Withholding 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 or Section 1446(f) of the Code), 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

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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 or Section 1446(f) of the Code) 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 (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 withdrawn (including compulsorily pursuant to Section 3.7), sold, assigned, pledged, mortgaged, charged, or otherwise transferred all or a part of its interest in the Partnership, such former Partner (which in the case of a partial withdrawal, sale, assignment, pledge, mortgage, charge or other transfer shall include a continuing Partner with respect to the portion of its interests in the Partnership so withdrawn, sold, assigned, pledged, mortgaged, charged or 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 sale, assignment, pledge, mortgage, charge, or other transfer of all or any portion of its interest in the Partnership, it may remain liable, pursuant to this (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 sale, assignment, pledge, mortgage, charge, or other transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules or Section 1446(f) of the Code).

(c)    The General Partner may (i) withhold from any distribution to any Limited Partner pursuant to this Agreement and (ii) arrange the withholding from any distribution from any Co-Investors (A) Entity to such Limited Partner any other amounts due from such Limited Partner or a Related Party (without duplication) to the Partnership, any Co-Investors (A) Entity 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 4.3    Limitation 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 Partnership Law or other applicable law.

Section 4.4    Distributions 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

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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 5
MANAGEMENT

Section 5.1    Rights 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.

(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. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the governing documents of the FIG Intermediate Pooling Vehicles and any documents contemplated thereby or related thereto and 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 Partnership Law shall be construed as being exercisable by the General Partner in its sole and absolute discretion.

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(c)    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 (c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this (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 the 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 5.2    Delegation 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 (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 5.1(c) 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.

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Section 5.3    Transactions 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 Fund General Partners or 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 Fund General Partners or Funds or any Affiliate of the foregoing Persons.

Section 5.4    Expenses

(a)    The Partnership shall bear all ordinary course costs and expenses arising in connection with the organization and operations of the Partnership; provided, that the General Partner may, in its sole and absolute discretion, allocate certain costs or expenses to a particular Class or tranche of Interests, in which case only the Limited Partners holding Interests in respect of such Class or tranche shall bear such costs or expenses.

(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 5.5    Rights of Limited Partners

(a)    Limited Partners shall have no right to take part in the management, control or conduct 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 Partnership Law.

(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, admission into the Partnership as a Limited Partner of the Partnership shall not prohibit a Limited Partner from purchasing or selling as a passive investor any interest in any asset.

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Section 5.6    Other 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 5.7    Duty of Care; Indemnification

(a)    The General Partner (including for this purpose each former and present director, officer, stockholder, partner, member, manager or employee of the General 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, liability or expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (collectively, “Losses”) 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 Losses are 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 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 Governmental Authority 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 Partnership Representative, or a Limited Partner or by reason of serving or having served, at the request of any Fund General Partner, as a director, officer, consultant, advisor, manager, stockholder, 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 Adjudication 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

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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 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.

(c)    To the fullest extent permitted by law, 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)    To the fullest extent permitted by law, 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 applicable Fund.

ARTICLE 6
ADMISSIONS, TRANSFERS AND WITHDRAWALS

Section 6.1    Admission 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 adhere to and 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. Notwithstanding anything to the contrary in this Agreement, an assignment of Points to a Limited Partner in one year shall not create an entitlement to, or an expectation of, an assignment or allocation of additional Points to such Limited Partner at any subsequent time.

(b)    Each additional Limited Partner shall execute either a counterpart to this Agreement or a separate instrument evidencing, to the satisfaction of the General Partner,

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such Limited Partner’s intent to become a Limited Partner and to adhere to and be bound by this Agreement, and shall be admitted as a Limited Partner upon such execution.

Section 6.2    Admission 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. Any additional general partner shall be admitted as a general partner upon its execution of a counterpart signature page to this Agreement, or such other instrument satisfactory to the General Partner pursuant to which such Person undertakes and agrees to become a General Partner of the Partnership and to adhere to and be bound by the provisions of this Agreement on admission as a General Partner.

Section 6.3    Transfer of Interests of Limited Partners

(a)    No voluntary Transfer of any Limited Partner’s interest in the Partnership shall be valid or effective, and no transferee shall become a substituted Limited Partner. In the event of any involuntary Transfer, all of the conditions of the remainder of this Section 6.3 must be satisfied. Any interest in the Partnership that is the subject of a Transfer that does not satisfy the requirements of this Section 6.3 shall be immediately forfeited for no consideration.

(b)    A Limited Partner or his legal representative shall give the General Partner notice 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)    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 and such Transfer shall be subject to approval by the General Partner.

(c)    If any Transfer 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 whose names will be entered in the Register of Partners, to be designated to hold the legal title to the interest and to represent 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. The Partnership shall not otherwise be required to recognize any trust or other beneficial ownership of any interest.

(d)    A transferee shall not be entitled to any rights of a Limited Partner other than to the allocations and distributions attributable to the economic interest in the Partnership transferred to such transferee. No transferee may become a substituted Limited

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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 compliance with the following additional conditions: (i) execution of a deed of adherence, in a form satisfactory to the General Partner, to this Agreement pursuant to which such transferee undertakes and agrees to become a Limited Partner of the Partnership and to adhere to and be bound by the provisions of this Agreement on admission as a Limited Partner and (ii) the transferee shall have withheld any amounts required to be withheld under Section 1446(f) of the Code and provided such forms, certifications or other documentation as may be requested by the General Partner to determine that the transferor and transferee have complied with Section 1446(f) of the Code and any similar provision of U.S. state, local or non-U.S. law. 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 by the General Partner on the Register of Partners.

(h)    Any Limited Partner which shall Transfer all of its interest in the Partnership shall cease to be a Limited Partner; provided that 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 6.4    Withdrawal of Partners

A Partner in the Partnership may not voluntarily withdraw from the Partnership prior to its dissolution unless so required by the General Partner pursuant to Section 7.2(a)(i)(B). 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.

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Section 6.5    Pledges or Charges

A Limited Partner shall not pledge, charge or grant a security interest in such Limited Partner’s interest in the Partnership.

ARTICLE 7
ALLOCATION OF POINTS; ADJUSTMENTS OF POINTS
AND RETIREMENT OF PARTNERS

Section 7.1    Allocation 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 at any time; provided that (i) if the General Partner or its designee determines that a Limited Partner has engaged in Bad Acts or violated any of his restrictive covenants in favor of AGM or any of its Affiliates, such Limited Partner’s Points shall be forfeited as of the date of such engagement or violation determined by the General Partner, and (ii) the allocation or reallocation of Points will be on such terms as are consistent with the treatment of the Points as profits interests for U.S. federal income tax purposes. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Points issued in respect of a particular Class or tranche of Interests shall constitute a “single” pool and entitle the holders hereof to share in all of the Operating Profit and Operating Loss of the Partnership attributable to such Class or tranche of Interests, howsoever derived, on the terms and conditions set forth herein. As of the date hereof, two thousand (2,000) Points are reserved for allocation and such number of aggregate Points so reserved shall not be increased or reduced unless otherwise determined by the General Partner.

(b)    Unless otherwise agreed by the General Partner, as a condition to the continued holding by a Limited Partner of any Points, concurrently with the Partnership’s becoming a partner or member of any Fund General Partner after the date hereof, each such Limited Partner shall execute and deliver to the General Partner (or, to the extent provided in an Award Letter or Other Agreement, by filing an election under section 83(b) of the Code, consent to a power of attorney authorizing the General Partner to execute on the Limited Partner’s behalf) the following documents, in form and substance satisfactory to the General Partner: (A) a guarantee or guarantees, for the benefit of such Fund’s investors, of such Limited Partner’s Clawback Share of the Partnership’s obligation to make Clawback Payments, and/or (B) an undertaking to reimburse any Affiliate of AGM for any payment made by it that is attributable to such Limited Partner’s Clawback Share of any Clawback Payment; it being understood that any of the documents contemplated by the foregoing clauses (A) and (B) may authorize the General Partner or its Affiliate to set-off any such Clawback Payment against distributions otherwise payable to such Limited Partner in respect of its Interests in the Partnership or any other Fund with respect to which such Limited Partner has a direct or indirect interest in the Carried Interest Revenues with respect to such Fund.

(c)    Any change to a Limited Partner’s Points pursuant to this Agreement or such Limited Partner’s Award Letter shall apply on a prospective basis only, from and after the effective date of such change.

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(d)    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.

(e)    Any Points that are forfeited under this Agreement or a Limited Partner’s Award Letter may be reallocated by the General Partner, in its sole and absolute discretion, to APH or any other Person or Persons. Unless otherwise provided by the General Partner, forfeited Points shall be deemed reallocated to APH.

Section 7.2    Retirement 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 (A) terminating such Limited Partner’s employment by AGM or an Affiliate thereof, unless otherwise determined by the General Partner or (B) requiring that such Limited Partner withdraw from the Partnership;

(ii)    delivery by such Limited Partner of at least 90 days’ prior written notice to the General Partner, AGM or an Affiliate thereof stating that such Limited Partner elects to resign from or otherwise terminate his 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 7.3    Effect of Retirement on Points

(a)    The consequences of a Limited Partner’s retirement on his Points shall be set forth in such Limited Partner’s Award Letter(s).

(b)    The right of any Retired Partner to receive distributions pursuant to this Agreement or such Retired Partner’s Award Letter(s) shall be subject to the provision by the General Partner for all liabilities of the Partnership and for reserves for contingencies.

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ARTICLE 8
WINDING UP AND DISSOLUTION

Section 8.1    Winding Up and Dissolution of Partnership

(a)    The General Partner, except, where the General Partner is unable to perform this function, a liquidator elected by a majority in interest (determined by Points) of Limited Partners, shall commence the winding-up of the Partnership pursuant to the Partnership Law upon the occurrence of any Winding-Up Event. The General Partner or appointed liquidator shall terminate the business and administrative affairs of the Partnership and commence the liquidation of the Partnership’s assets.

(b)    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 in accordance with Article  4.

(c)    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 the winding-up of the Partnership, any assets of the Partnership in accordance with the priorities set forth in (b); 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 (b).

(d)    Upon completion of the winding-up of the Partnership in accordance with the terms hereof, the Partnership shall be dissolved by the filing of a notice of dissolution in accordance with the provisions of the Partnership Law.

ARTICLE 9
GENERAL PROVISIONS

Section 9.1    Amendment of Partnership Agreement and Co-Investors (A) Partnership Agreements

(a)    The General Partner may amend this Agreement (including the Schedules hereto) 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 (x) increases a Limited Partner’s obligation to contribute to the capital of the Partnership, or (y) increases such Limited Partner’s Clawback Share shall not be effective with respect to such Limited Partner, unless such Limited Partner consents thereto in advance in writing. Notwithstanding the foregoing, the General Partner may amend this Agreement at any time, in

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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, (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, and (iii) comply with applicable law; provided that, unless otherwise provided in a Limited Partner’s Award Letter, any amendment pursuant to clause (i) that would cause a Limited Partner’s rights to allocations and distributions to suffer a material adverse change may be made only if the written consent of such Limited Partner is obtained prior to the effectiveness thereof. For the avoidance of doubt, an adjustment of Points shall not be considered an amendment.

(b)    Notwithstanding the provisions of this Agreement, including (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 (“Other 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 an Other 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 Other 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 Other 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 any 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 the applicable Co-Investors (A) Entity, which has executed this Agreement exclusively for purposes of confirming the foregoing.

Section 9.2    Special 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

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required by the laws of the Cayman Islands, 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 or partnership in which the limited partners thereof enjoy limited liability;

(iii)    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

(iv)    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 to 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 intended to secure an interest in property and, in addition, the obligations of each Limited Partner under this Agreement, 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 9.3    Notices

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

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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.

Section 9.4    Agreement 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 9.5    Good 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 and absolute discretion,” “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 9.6    Merger, Consolidation, etc.

(a)    To the fullest extent permitted by law, subject to (b) and (c), the Partnership may merge or consolidate with or into one or more limited partnerships formed under any applicable law or other business entities under any applicable law pursuant to an agreement of merger or consolidation which has been approved by the General Partner.

(b)    Subject to (c), but notwithstanding any other provision to the contrary contained elsewhere in this Agreement, an agreement of merger or consolidation approved in accordance with (a) and applicable law may, to the extent permitted by (a) and applicable law, (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)    To the fullest extent permitted by law, 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 will reasonably be likely to, result in any material adverse change in the financial and other material rights of such Limited Partner conferred by this Agreement and any

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Other Agreement entered into pursuant to Section 9.1(b) or the imposition of any material new financial or other 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 9.7    Governing 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 Cayman Islands, without regard to conflict of laws principles thereof that would give effect to the laws of another jurisdiction.

(b)    Subject to (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 Cayman Islands) in accordance with, and pursuant to, the applicable rules of JAMS (“JAMS”). The arbitration shall be conducted on a strictly confidential basis, and none of the parties shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action, to any third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms. 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. Any party hereto 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 U.S. 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’s administrative fees and the arbitrator’s fee and expenses. If neither party is so determined, such fees shall be shared. Each party shall be responsible for such party’s own 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 THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR ANY PARTNER MAY FILE A COPY OF THIS SECTION 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

38

INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

(c)    Nothing in this Section 9.7 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 to which a Limited Partner is subject; provided, however, 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 (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 covenant to which a Limited Partner is subject. For the purposes of this (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 9.8    Termination 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 9.9    Third Party Rights

Any AEOI Covered Person or Covered Person not being a party to this Agreement may enforce any rights granted to it pursuant to this Agreement in its own right as if it were a party to this Agreement. Except as expressly provided above, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Law (as amended) to enforce any term of the Agreement. Notwithstanding any term of this Agreement, the consent of or notice to any person who is not a party to this Agreement is not required for any termination, rescission, or agreement to any variation, waiver, assignment, novation, release or settlement unto this Agreement at any time.

Section 9.10    Reports

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

39

Operating Loss and (ii) the aggregate net profits or net losses allocated by the Fund General Partners to the Partnership for such year.

Section 9.11    Filings

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 U.S. federal, state and local income tax purposes.

Section 9.12    Counterparts

This Agreement may be executed in one or more counterparts, including by facsimile or other electronic signature. All such counterparts so executed shall constitute an original agreement binding on all the parties, but together shall constitute but one instrument.

[Signature Page Follows]

40

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as a deed, on the date first set forth above.

GENERAL PARTNER:

APOLLO FIG CARRY POOL AGGREGATOR GP, LLC, WITH RESPECT TO SERIES A

By:    APH Holdings, L.P., its member

By:    Apollo Principal Holdings III GP, Ltd.,
general partner

By: /s/ Shari Verschell        
Name:     Shari Verschell
Title:    Vice President

Witnessed by:

/s/ Marlena Mondesir        
Name: Marlena Mondesir

INITIAL LIMITED PARTNER:
(solely for the purpose of Section 2.9)

WNL Limited

By:     /s/ James Morrie            
Name:    James Morrie
Title:    Authorised Signatory

Witnessed by:

/s/ Bicrom Das            
Name:     Bicrom Das
Title:     Lawyer

LIMITED PARTNERS:

On behalf of all Limited Partners listed on the Register of Partners:

By: Apollo FIG Carry Pool Aggregator GP, LLC, with respect to Series A

By:    APH Holdings, L.P.,
its member

By:    Apollo Principal Holdings III GP, Ltd.,
its general partner

By: /s/ Shari Verschell            
Name: Shari Verschell
Title:    Vice President

Apollo FIG Carry Pool Aggregator, L.P.,
Amended and Restated Limited Partnership
Agreement Signature Page

EX-10.5

Exhibit 10.5

APOLLO FIG CARRY POOL AGGREGATOR, L.P. AND
APOLLO MANAGEMENT HOLDINGS, L.P.
9 West 57th Street
New York, NY 10019

FIG Incentive Program Award Letter

[Date]

Dear [Name]:

Apollo Global Management, Inc. and its subsidiaries (together, “AGM”) have established Apollo FIG Carry Pool Aggregator, L.P. (the “Partnership”) as part of the FIG incentive program.

The purpose of the Partnership is to hold, through one or more intermediate pooling vehicles (the “FIG Intermediate Pooling Vehicles”), indirect interests in certain Fund general partners, managing members, managers or other entities (“FIG Fund GPs”) in order to derive cash or other revenues therefrom that are attributable to carried interest, incentive allocations, performance allocations or similar performance-based compensation (collectively, “Carried Interest Revenues”) received by such FIG Fund GPs from Funds managed, sponsored or advised by AGM, and to distribute such amounts to the Partnership’s partners in accordance with the terms and conditions of the Partnership Agreement (such FIG Fund GPs, the “Partnership FIG Fund GPs”).

Other FIG Fund GPs are the source of Carried Interest Revenues in respect of which amounts are paid to participants outside the Partnership by subsidiaries of AGM (and, for employees, paid via payroll and subject to applicable withholding) (“Non-Partnership FIG Fund GPs”). The FIG Intermediate Pooling Vehicles will generally not be admitted as partners or members of Non-Partnership FIG Fund GPs.

We are pleased to have your participation in the FIG incentive program and to award you the right to receive amounts in respect of one or more Non-Partnership FIG Fund GPs as set forth on Schedule I. This Award Letter confirms the award to you of a number of points representing the right to receive payments in respect of Non-Partnership FIG Fund GPs (“Points”), with such amounts paid via payroll and subject to applicable withholding. Because your participation in the FIG incentive program is limited to Non-Partnership FIG Fund GPs, you are not being admitted as a limited partner of the Partnership and hold no equity interests hereunder. Payments in respect of Points will be made by your employer, Apollo Management Holdings, L.P. (“AMH”).

Payments in respect of your Points are payments of discretionary performance compensation additional to your base salary or drawings. The value of any Points, and the amount of any payments with respect thereto, will depend on numerous factors, including but not limited to relevant market conditions, the performance of the Funds and their underlying investments, and the performance of AGM’s other employees.

1

Capitalized terms used but not defined in this Award Letter have the meanings ascribed to them in Annex A.

A.    Your Point Award

Points are issued in various tranches of interests, each of which reflects indirect interests in different underlying FIG Fund GPs. You are being granted, as of the Point Award Date shown on the attached Schedule I, the number of Points noted on such Schedule I. The FIG Fund GPs associated with your tranche are listed on such Schedule I.

Your Points entitle you to a share of the Carried Interest Revenues derived from Non-Partnership FIG Fund GPs, which amounts will be paid to you outside the Partnership in accordance with the same principles that govern Carried Interest Revenues received by the Partnership. Your Points are subject to the terms and conditions set forth in this Award Letter. Any Points granted to you in the future shall be evidenced by and subject to a separate Award Letter.

You are entitled to payments in respect of your Points to the extent that relevant associated distributions have been received by FIG Fund GPs since [Date], in each case subject to the terms and conditions hereunder and any Reimbursement Agreement (as defined below).

B.    Retirement and Forfeiture

Your Points are not subject to vesting and will terminate upon the termination of your employment or service with AMH or the relevant Affiliate, regardless of the reason for such termination. For avoidance of doubt, you will not receive any payments under this Award Letter at any time following the termination of your employment. In addition, your Points shall be reduced automatically to zero as the result of your commission of a Bad Act or if you violate the restrictive covenants applicable to you. Any such reduction shall be effective as of such date or such subsequent date as may be determined by AMH; provided that AMH may, in its sole discretion, agree to a lesser reduction (or to no reduction) of your Points.

C.    Clawbacks

Any payments you receive in respect of your Points shall be provisional and contingent, rather than fully earned or crystalized. Such amounts shall remain subject to repayment, to the extent of your proportionate share, in the event of a clawback by a Fund from an associated FIG Fund GP to which such payments were attributable. In addition, as reflected in the reimbursement agreement you are required to enter into in connection with accepting your Points (the “Reimbursement Agreement”), a portion of the distributed Carried Interest Revenues (the “Carried Interest Distributions”) that otherwise would have been made by a Fund and received as payments by you may be withheld by AMH or an Affiliate to defray an actual or potential general partner giveback obligation in respect of Carried Interest Distributions (whether in respect of the Partnership, a FIG Fund GP or another relevant entity), if AMH or the relevant Affiliate or FIG Fund GP determines reasonably and in good faith that such withholding is appropriate to avoid subjecting the prompt collection of your share of such general partner giveback obligation to possible delay, impediment, hindrance or risk. Distributions of whatever kind or character, whether in cash or other rights or property, at any time owing or payable to you in respect of or on account of your interest in a Co-Investors (A) Entity (or its equivalent)

2

with respect to any Fund may also be withheld reasonably and in good faith for the same purposes. Any such withholding shall be proportionate to your actual or potential liability in respect of such obligations, as determined by AGM, an Affiliate or the applicable FIG Fund GP reasonably and in good faith consistent with the Reimbursement Agreement. In the event that any FIG Fund GP with respect to which you receive payments under FIG (including payments made outside the Partnership) becomes subject to clawback to a Fund, which could happen many years after you receive a payment, you hereby agree that you will be required to repay your applicable giveback/clawback share to an applicable Affiliate. The maximum amount that you would potentially be required to repay under a clawback will be based on how the clawback is calculated at the underlying Fund to which the clawback relates. You hereby agree to repay any such amounts promptly following the request therefor from the applicable Affiliate or its designee and agree to indemnify such persons against any legal fees they incur as a result of your failure to comply with such requirement. Accordingly, your right to retain amounts received by you in respect of your Points (including in respect of Non-Partnership FIG Fund GPs) is provisional and subject to the condition subsequent that such amounts do not become subject to clawback. You acknowledge that your ability to retain your Points (and any rights thereunder) is contingent on your having executed the Reimbursement Agreement in support of your obligations under this paragraph.

D.    Recoupment Policy

To the extent mandated by applicable law, stock exchange or accounting rule and/or as set forth in a written recoupment policy (e.g., with respect to compensation paid based on financial statements that are later found to have been materially misstated) adopted by AGM or an Affiliate, Points awarded hereunder and amounts paid in respect of Points shall be subject to such law or policy.

E.    Miscellaneous

1.    The Partnership Agreement, this Award Letter, and related documentation and rights are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), or, if and to the extent subject to Code Section 409A, to comply therewith. Accordingly, to the maximum extent permitted, such documents shall be interpreted and be administered to be in compliance with Code Section 409A. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, no payments owing by reason of termination of employment or service hereunder shall be due until you would be considered to have incurred a “separation from service” from AGM and/or its Affiliates within the meaning of Code Section 409A. Any payments that are due within the “short-term deferral period” or fall within the “separation pay exemption” within the meaning of Code Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Each amount to be paid to you from AGM and its Affiliates, whether pursuant to the Partnership Agreement or otherwise that constitutes deferred compensation subject to Code Section 409A shall be construed as a separate payment for purposes of Code Section 409A. Notwithstanding anything to the contrary in the Partnership Agreement or otherwise, to the extent that any payments to be made upon your separation from service would result in the imposition of any individual penalty tax imposed under Code Section 409A on account of your being a “specified employee” within

3

the meaning of Code Section 409A, the payments shall instead be made on the first business day after the earlier of (i) the date that is six months following such separation from service and (ii) your death. In no event shall AGM or any of its Affiliates (or any employee, officer, director, partner, principal, member, shareholder, representative, or agent thereof) have any liability to you or any other Person due to any failure of the Partnership or any associated documentation to satisfy the requirements of Code Section 409A, and you shall indemnify AGM and its Affiliates (and any agent thereof), and hold them all harmless (including with respect to their attorneys’ fees and costs) if you or your representatives allege any such liability.

2.    No officer, director, employee or agent of AGM or any of its Affiliates shall be personally liable for any action, omission, determination, or interpretation taken or made with respect to the Partnership, your award of Points or any associated documentation.

3.    The powers vested by the Partnership Agreement in the general partner of the Partnership to manage, administer and enforce the provisions of the Partnership Agreement and any award letters issued pursuant to the Partnership Agreement, together with (i) the fiduciary standards applicable to the exercise of such powers as set forth in the Partnership Agreement and (ii) the rights to indemnification set forth in the Partnership Agreement, are incorporated by reference in order to apply, as if contained herein, to AMH and the general partner of the Partnership in relation to all of their activities with respect to the program described in this Award Letter. You acknowledge that you have received a copy of the Partnership Agreement for informational purposes. Without limiting the foregoing, AMH shall have the discretion to construe, interpret, and apply the terms of this Award Letter, including but not limited to its terms regarding your eligibility for any Points; the issuance or forfeiture of any Points; the payments issued in connection with any Points; and/or the clawback of any payments. AMH’s determinations regarding this Award Letter and Points shall be final, binding and conclusive on all persons and entities to the maximum extent permissible under law, and any reviewing arbitrator (and/or court) shall defer to the determinations of AMH to the maximum extent allowable.

4.    AGM may, in its sole discretion, decide to deliver any documents related to your Points and any associated documentation by electronic means or to request your consent to participate in any of the foregoing by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate therein through an online or electronic system established and maintained by AGM, an Affiliate or a third party designated thereby.

5.    This Award Letter is governed by and is to be construed in accordance with the laws of the State of New York without regard to the principles of conflicts of laws that would cause the laws of another jurisdiction to apply. Any disputes will be resolved by binding arbitration on the same terms (other than those regarding governing law) that apply to individuals who are admitted as partners of the Partnership as described in the Partnership Agreement. This Award Letter is binding on and enforceable against AMH and you. Except as otherwise described herein, this Award Letter may be amended only with the consent of each party hereto. Notwithstanding the foregoing, this Award Letter may be modified, changed or terminated at any time if such adjustment is necessary or advisable in light of tax, accounting or regulatory considerations, as determined by AMH. AMH may provide copies of this Award Letter to other

4

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.

6.    This Award Letter shall not be construed as creating a trust, partnership, or other association. The program described in this Award Letter has no assets, and your Points shall not be treated as property or as a trust fund of any kind. References to your Points in this Award Letter are solely as a device for the determination of any payments to be made. You shall have only the rights of a general unsecured creditor of AMH with respect to amounts credited and payable, if any, under this Award Letter in respect of your Points, and rights no greater than the right to receive any such amounts as a general unsecured creditor with respect to such amounts, as and when payable hereunder.

7.    You may not transfer, sell, pledge, hypothecate or assign your Points, and an attempt at any such action will result in your Points being immediately forfeited. Any such forfeiture shall be without payment of any consideration.

8.    This Award Letter shall be deemed confidential information and you shall not make any use of such confidential information (other than for purposes reasonably related to your tax filing obligations) or disclose to any Person any information or matter relating to the Award Letter.

9.    By signing below, you agree to adhere to and be bound by a customary and standard undertaking to reimburse any Affiliate of AGM for any distribution or payment made (including outside the Partnership) that is attributable to your giveback/clawback share of any clawback payment or partner giveback payment, as evidenced by the Reimbursement Agreement. In furtherance of the foregoing, in consideration of the award of Points to you hereunder, you are deemed irrevocably to make, constitute and appoint AMH with full power of substitution, as your true and lawful representative and attorney-in-fact, and in your name, place and stead, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish any agreement required to further the purposes of this Award Letter or the Reimbursement Agreement and any amendment thereto. This power of attorney is intended to secure a proprietary interest of AMH and the performance of your obligations hereunder.

[Signature Page Follows]

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Sincerely yours,

APOLLO MANAGEMENT HOLDINGS, L.P.

By:    Apollo Management Holdings GP, LLC, its general partner

By:    
Name:    
Title:    

Acknowledged and Agreed:

APOLLO FIG CARRY POOL AGGREGATOR, L.P.

By:    Apollo FIG Carry Pool Aggregator GP, LLC
its general partner

By:    
Name:    
Title:    

Acknowledged and Agreed:

By:

Name:

Annex A

Definitions

“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 investments (except with respect to Bad Acts).

“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 your services to AGM or any of its Affiliates;

(ii)    commission of an intentional and material breach of a material provision of a written Apollo Code of Ethics (other than any Apollo Code of Ethics adopted after the date of this Award Letter with the primary purpose of creating or finding “Bad Acts”);

(iii)    commission of intentional misconduct in connection with your performance of services for AGM or any of its Affiliates;

(iv)    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 reasonably and in good faith in connection with your performance of duties to 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);

(v)    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;

(vi)    fraud in connection with your performance of services for AGM or any of its Affiliates; or

(vii)    embezzlement from AGM or any of its Affiliates or interest holders; provided, however, that:

(a)    you have failed to cure within 15 days after notice thereof, to the extent such occurrence is susceptible to cure, the items set forth in clauses (ii) and (iv); and

(b)    during the pendency of any felony charge under clause (v), AGM and its Affiliates may suspend payments in respect of your Points, and if (I)

Annex A

you are later acquitted or otherwise exonerated from such charge, or (II) your employment or service with AGM or its applicable Affiliate does not terminate, then AGM or its applicable Affiliate shall pay to you all such accrued but unpaid amounts with respect to your Points, with interest calculated from the date such payments were suspended at the prime lending rate in effect on the date of such suspension.

“Co-Investors (A) Entity” means an investment vehicle formed by AGM or any of its Affiliates to facilitate the investment in any Fund by employees or partners of AGM or its Affiliates and their related parties.

“Fund” means any pooled investment vehicle or managed account advised or managed by the applicable FIG Fund GP and each “Parallel Fund” of such Fund within the meaning of the Fund LP Agreement of such Fund. Such term also includes each alternative investment vehicle created by a Fund and/or any such Parallel Fund, to the extent the context so requires.

“Fund LP Agreement” means the limited partnership agreement of any Fund, as in effect from time to time, and, to the extent the context so requires, the corresponding constituent agreement, certificate or other document governing each such Fund.

“Partnership Agreement” means the amended and restated exempted limited partnership agreement of the Partnership (as the same may be amended or modified from time to time).

“Person” means any natural person or entity.

Annex A-2

Schedule I

FIG

Number of Points Awarded: [_____]

Point Award Date: [______]

Points in respect of the following FIG Fund GPs:

[___________]

Schedule I

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Marc Rowan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of Apollo Global Management, Inc.;

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 6, 2021

/s/ Marc Rowan

Marc Rowan

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, 2021 of Apollo Global Management, Inc.;

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 6, 2021

/s/ Martin Kelly

Martin Kelly

Chief Financial Officer and Co-Chief Operating 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, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marc Rowan, 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 6, 2021

/s/ Marc Rowan

Marc Rowan

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, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021 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 6, 2021

/s/ Martin Kelly

Martin Kelly

Chief Financial Officer and Co-Chief Operating 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.

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Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Aug. 04, 2021
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-35107
Entity Registrant Name	APOLLO GLOBAL MANAGEMENT, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-8880053
Entity Address, Address Line One	9 West 57th Street,
Entity Address, Address Line Two	43rd Floor
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	515-3200
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001411494
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	APO
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		235,527,358
Series A Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	6.375% Series A Preferred Stock
Trading Symbol	APO.PR A
Security Exchange Name	NYSE
Series B Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	6.375% Series B Preferred Stock
Trading Symbol	APO. PR B
Security Exchange Name	NYSE
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		1
Class C Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		1

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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Assets:
Cash and cash equivalents	$ 1,824,712	$ 1,555,517
Restricted cash and cash equivalents	1,524,902	17,708
U.S. Treasury securities, at fair value	0	816,985
Investments (includes performance allocations of $2,736,493 and $1,624,156 as of June 30, 2021 and December 31, 2020, respectively)	7,910,519	4,995,411
Assets of consolidated variable interest entities:
Cash and cash equivalents	805,736
Other assets	494,455	364,963
Incentive fees receivable	13,802	5,231
Due from related parties	425,927	462,383
Deferred tax assets, net	235,118	539,244
Other assets	494,455	364,963
Lease assets	361,597	295,098
Goodwill	116,958	116,958
Total Assets	27,541,346	23,669,084
Liabilities:
Accounts payable and accrued expenses	141,688	119,982
Accrued compensation and benefits	169,554	82,343
Deferred revenue	74,946	30,369
Due to related parties	439,662	608,469
Profit sharing payable	1,521,906	842,677
Debt	3,154,289	3,155,221
Liabilities of consolidated variable interest entities:
Other liabilities	511,750	295,612
Other liabilities	511,750	295,612
Lease liabilities	409,930	332,915
Total Liabilities	17,912,200	17,373,119
Commitments and Contingencies (see note 15)
Redeemable Noncontrolling Interest, Equity, Carrying Amount	1,416,711	782,702
Apollo Global Management, Inc. Stockholders’ Equity:
Additional paid in capital	822,612	877,173
Retained earnings	990,798	0
Accumulated other comprehensive loss	(2,542)	(2,071)
Total Apollo Global Management, Inc. Stockholders’ Equity	2,365,081	1,429,315
Total Stockholders’ Equity	8,212,435	5,513,263
Total Liabilities, Redeemable non-controlling interests and Stockholders’ Equity	27,541,346	23,669,084
Consolidated Entities Excluding VIE
Apollo Global Management, Inc. Stockholders’ Equity:
Non-Controlling Interests	2,838,121	2,275,728
Consolidated Variable Interest Entities
Assets of consolidated variable interest entities:
Cash and cash equivalents	805,736	893,306
Investments, at fair value	13,659,631	13,316,016
Other assets	167,989	290,264
Other assets	167,989	290,264
Liabilities of consolidated variable interest entities:
Debt, at fair value	8,077,288	8,660,515
Notes payable	2,498,748	2,471,971
Other liabilities	912,439	773,045
Other liabilities	912,439	773,045
Series A Preferred Stock
Apollo Global Management, Inc. Stockholders’ Equity:
Preferred stock	264,398	264,398
Series B Preferred Stock
Apollo Global Management, Inc. Stockholders’ Equity:
Preferred stock	289,815	289,815
Class A Common Stock
Apollo Global Management, Inc. Stockholders’ Equity:
Common stock	0	0
Class B Common Stock
Apollo Global Management, Inc. Stockholders’ Equity:
Common stock	0	0
Class C Common Stock
Apollo Global Management, Inc. Stockholders’ Equity:
Common stock	0	0
Apollo Operating Group
Apollo Global Management, Inc. Stockholders’ Equity:
Non-Controlling Interests	$ 3,009,233	$ 1,808,220

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CONDENDSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Performance allocations	$ 2,736,493	$ 1,624,156
Series A Preferred Stock
Preferred stock, shares issued (in shares)	11,000,000	11,000,000
Preferred stock, shares outstanding (in shares)	11,000,000	11,000,000
Series B Preferred Stock
Preferred stock, shares issued (in shares)	12,000,000	12,000,000
Preferred stock, shares outstanding (in shares)	12,000,000	12,000,000
Class A Common Stock
Common stock, par value (in USD per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	90,000,000,000	90,000,000,000
Shares issued (in shares)	231,366,321	228,873,449
Shares outstanding (in shares)	231,366,321	228,873,449
Class B Common Stock
Common stock, par value (in USD per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	999,999,999	999,999,999
Shares issued (in shares)	1	1
Shares outstanding (in shares)	1	1
Class C Common Stock
Common stock, par value (in USD per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	1	1
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, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues:
Performance allocations	$ 735,139	$ 924,599	$ 2,130,486	$ (809,724)
Principal investment income (loss)	76,425	111,621	458,391	(76,228)
Total investment income (loss)	811,564	1,036,220	2,588,877	(885,952)
Total Revenues	1,382,325	1,508,335	3,677,025	39,249
Compensation and benefits:
Salary, bonus and benefits	181,299	151,019	355,929	290,288
Equity-based compensation	52,998	59,420	109,446	111,542
Profit sharing expense	361,247	375,959	1,016,727	(260,039)
Total compensation and benefits	595,544	586,398	1,482,102	141,791
Interest expense	34,814	32,291	69,613	63,533
General, administrative and other	115,838	83,729	215,688	168,251
Placement fees	591	359	1,128	768
Total Expenses	746,787	702,777	1,768,531	374,343
Other Income (Loss):
Net gains (losses) from investment activities	913,394	268,667	1,266,545	(995,884)
Net gains (losses) from investment activities of consolidated variable interest entities	145,403	57,862	257,997	(108,058)
Interest income	645	3,994	1,443	11,928
Other income (loss), net	4,531	3,327	(13,219)	(13,180)
Total Other Income (Loss)	1,063,973	333,850	1,512,766	(1,105,194)
Income (loss) before income tax (provision) benefit	1,699,511	1,139,408	3,421,260	(1,440,288)
Income tax (provision) benefit	(194,051)	(140,323)	(397,297)	155,530
Net Income (Loss)	1,505,460	999,085	3,023,963	(1,284,758)
Net (income) loss attributable to Non-Controlling Interests	(847,733)	(552,756)	(1,687,346)	734,869
Net Income (Loss) Attributable to Apollo Global Management, Inc.	657,727	446,329	1,336,617	(549,889)
Management fees
Revenues:
Revenues	470,092	409,953	927,277	806,557
Advisory and transaction fees, net
Revenues:
Revenues	86,351	61,957	142,699	98,920
Incentive fees
Revenues:
Revenues	14,318	205	18,172	19,724
Series A Preferred Stock
Other Income (Loss):
Preferred Stock Dividends	(4,383)	(4,383)	(8,766)	(8,766)
Series B Preferred Stock
Other Income (Loss):
Preferred Stock Dividends	(4,781)	(4,782)	(9,562)	(9,563)
Class A Common Stock
Other Income (Loss):
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders	$ 648,563	$ 437,164	$ 1,318,289	$ (568,218)
Net Income (Loss) Per Share of Class A Common Stock:
Net Income (Loss) Available to Class A Common Stock – Basic (in USD per share)	$ 2.70	$ 1.84	$ 5.51	$ (2.55)
Net Income (Loss) Available to Class A Common Stock – Diluted (in USD per share)	$ 2.70	$ 1.84	$ 5.51	$ (2.55)
Weighted Average Number of Shares of Class A Common Stock Outstanding – Basic (in shares)	231,058,813	227,653,988	230,534,073	227,205,866
Weighted Average Number of Shares of Class A Common Stock Outstanding – Diluted (in shares)	231,058,813	227,653,988	230,534,073	227,205,866

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 1,505,460	$ 999,085	$ 3,023,963	$ (1,284,758)
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Currency translation adjustments, net of tax	3,711	6,943	(11,436)	1,128
Net gain from change in fair value of cash flow hedge instruments	52	50	102	101
Net loss on available-for-sale securities	(148)	3,552	670	(1,348)
Total Other Comprehensive Income (Loss), net of tax	3,615	10,545	(10,664)	(119)
Comprehensive Income (Loss)	1,509,075	1,009,630	3,013,299	(1,284,877)
Comprehensive (Income) Loss attributable to Non-Controlling Interests	(851,304)	(558,979)	(1,677,153)	735,687
Comprehensive Income (Loss) Attributable to Apollo Global Management, Inc.	$ 657,771	$ 450,651	$ 1,336,146	$ (549,190)

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Class A Common Stock	Total Apollo Global Management, Inc. Shareholders’ Equity	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Common Stock Class C Common Stock	Preferred Stock Series A Preferred Stock	Preferred Stock Series B Preferred Stock	Additional Paid in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Non- Controlling Interests in Consolidated Entities	Non- Controlling Interests in Apollo Operating Group
Balance, beginning of period (in shares) at Dec. 31, 2019				222,994,407	1	1
Balance, beginning of period at Dec. 31, 2019	$ 3,038,127		$ 1,852,222				$ 264,398	$ 289,815	$ 1,302,587	$ 0	$ (4,578)	$ 281,904	$ 904,001
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity transaction with Athene Holding	1,159,709		(54,868)						(54,868)				1,214,577
Consolidation of VIEs	1,895,095											1,895,095
Dilution impact of issuance of Class A Common Stock	8,329		8,329						8,329
Capital increase related to equity-based compensation	93,230		93,230						93,230
Capital contributions	181,853											181,853
Dividends/Distributions	(742,837)		(330,967)				(8,766)	(9,563)	(312,638)			(127,570)	(284,300)
Payments related to issuances of Class A Common Stock for equity-based awards (in shares)				3,151,903
Payments related to issuances of Class A Common Stock for equity-based awards	(56,536)		(56,536)						28,991	(85,527)
Repurchase of Class A Common Stock (in shares)		(2,194,095)		(2,194,095)
Repurchase of Class A Common Stock	(64,205)	$ (64,200)	(64,205)						(64,205)
Exchange of AOG Units for Class A Common Stock (in shares)				5,237,500
Exchange of AOG Units for Class A Common Stock	14,049		31,016						31,016				(16,967)
Net income (loss)	(1,284,758)		(549,889)				8,766	9,563		(568,218)		(123,341)	(611,528)
Currency translation adjustments, net of tax	1,128		1,381								1,381	(71)	(182)
Net gain from change in fair value of cash flow hedge instruments	101		54								54		47
Net loss on available-for-sale securities	(1,348)		(736)								(736)		(612)
Balance, end of period (in shares) at Jun. 30, 2020				229,189,715	1	1
Balance, end of period at Jun. 30, 2020	4,241,937		929,031				264,398	289,815	1,032,442	(653,745)	(3,879)	2,107,870	1,205,036
Balance, beginning of period (in shares) at Mar. 31, 2020				228,834,099	1	1
Balance, beginning of period at Mar. 31, 2020	3,499,034		556,638				264,398	289,815	1,085,949	(1,075,323)	(8,201)	2,122,281	820,115
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dilution impact of issuance of Class A Common Stock	126		126						126
Capital increase related to equity-based compensation	47,539		47,539						47,539
Capital contributions	38,826											38,826
Dividends/Distributions	(336,249)		(108,954)				(4,383)	(4,782)	(99,789)	0		(98,633)	(128,662)
Payments related to issuances of Class A Common Stock for equity-based awards (in shares)				355,616
Payments related to issuances of Class A Common Stock for equity-based awards	(16,969)		(16,969)						(1,383)	(15,586)
Net income (loss)	999,085		446,329				4,383	4,782		437,164		41,068	511,688
Currency translation adjustments, net of tax	6,943		2,178								2,178	4,328	437
Net gain from change in fair value of cash flow hedge instruments	50		26								26		24
Net loss on available-for-sale securities	3,552		2,118								2,118		1,434
Balance, end of period (in shares) at Jun. 30, 2020				229,189,715	1	1
Balance, end of period at Jun. 30, 2020	4,241,937		929,031				264,398	289,815	1,032,442	(653,745)	(3,879)	2,107,870	1,205,036
Balance, beginning of period (in shares) at Dec. 31, 2020				228,873,449	1	1
Balance, beginning of period at Dec. 31, 2020	5,513,263		1,429,315				264,398	289,815	877,173	0	(2,071)	2,275,728	1,808,220
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deconsolidation of VIEs	(125,215)											(125,215)
Adoption of new accounting guidance	(42,643)		(42,643)						(42,643)
Dilution impact of issuance of Class A Common Stock	(1,295)		(1,295)						(1,295)
Capital increase related to equity-based compensation	86,258		86,258						86,258
Capital contributions	1,012,418											1,012,418
Dividends/Distributions	(1,067,738)		(282,146)				(8,766)	(9,562)		(263,818)		(501,968)	(283,624)
Payments related to issuances of Class A Common Stock for equity-based awards (in shares)				1,817,390
Payments related to issuances of Class A Common Stock for equity-based awards	(60,459)		(60,459)						3,214	(63,673)
Repurchase of Class A Common Stock (in shares)		(1,818,108)		(2,144,713)
Repurchase of Class A Common Stock	(122,703)	$ (105,700)	(122,703)						(122,703)
Exchange of AOG Units for Class A Common Stock (in shares)				2,820,195
Exchange of AOG Units for Class A Common Stock	7,250		22,608						22,608				(15,358)
Net income (loss)	3,023,963		1,336,617				8,766	9,562		1,318,289		186,854	1,500,492
Currency translation adjustments, net of tax	(11,436)		(928)								(928)	(9,696)	(812)
Net gain from change in fair value of cash flow hedge instruments	102		55								55		47
Net loss on available-for-sale securities	670		402								402		268
Balance, end of period (in shares) at Jun. 30, 2021				231,366,321	1	1
Balance, end of period at Jun. 30, 2021	8,212,435		2,365,081				264,398	289,815	822,612	990,798	(2,542)	2,838,121	3,009,233
Balance, beginning of period (in shares) at Mar. 31, 2021				232,222,572	1	1
Balance, beginning of period at Mar. 31, 2021	7,498,141		1,937,165				264,398	289,815	908,195	477,343	(2,586)	3,114,805	2,446,171
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deconsolidation of VIEs	(125,215)											(125,215)
Adoption of new accounting guidance	(15,981)		(15,981)						(15,981)
Dilution impact of issuance of Class A Common Stock	(38)		(38)						(38)
Capital increase related to equity-based compensation	40,975		40,975						40,975
Capital contributions	191,435											191,435
Dividends/Distributions	(753,409)		(128,700)				(4,383)	(4,781)	0	(119,536)		(462,485)	(162,224)
Payments related to issuances of Class A Common Stock for equity-based awards (in shares)				397,782
Payments related to issuances of Class A Common Stock for equity-based awards	(12,358)		(12,358)						3,214	(15,572)
Repurchase of Class A Common Stock (in shares)				(2,144,713)
Repurchase of Class A Common Stock	(122,703)		(122,703)						(122,703)
Exchange of AOG Units for Class A Common Stock (in shares)				890,680
Exchange of AOG Units for Class A Common Stock	2,513		8,950						8,950	0			(6,437)
Net income (loss)	1,505,460		657,727				4,383	4,781		648,563		116,276	731,457
Currency translation adjustments, net of tax	3,711		105								105	3,305	301
Net gain from change in fair value of cash flow hedge instruments	52		28								28		24
Net loss on available-for-sale securities	(148)		(89)								(89)		(59)
Balance, end of period (in shares) at Jun. 30, 2021				231,366,321	1	1
Balance, end of period at Jun. 30, 2021	$ 8,212,435		$ 2,365,081				$ 264,398	$ 289,815	$ 822,612	$ 990,798	$ (2,542)	$ 2,838,121	$ 3,009,233

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ 3,023,963	$ (1,284,758)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity-based compensation	109,446	111,542
Depreciation and amortization	13,030	8,549
Unrealized (gains) losses from investment activities	(1,257,530)	994,434
Principal investment (income) loss	(458,391)	76,228
Performance allocations	(2,130,486)	809,724
Change in fair value of contingent obligations	22,310	(547)
Gain from change in tax receivable agreement liability	(1,941)	0
Deferred taxes, net	348,318	(180,016)
Non-cash lease expense	22,841	26,288
Other non-cash amounts included in net income (loss), net	(9,888)	7,180
Cash flows due to changes in operating assets and liabilities:
Incentive fees receivable	(8,572)	1,550
Due from related parties	(111,694)	(73,671)
Accounts payable and accrued expenses	21,706	25,570
Accrued compensation and benefits	87,211	74,430
Deferred revenue	44,577	(19,798)
Due to related parties	(10,557)	(911)
Profit sharing payable	670,033	(258,316)
Lease liability	(12,321)	(14,265)
Other assets and other liabilities, net	125,481	(27,588)
Cash distributions of earnings from principal investments	94,784	12,276
Cash distributions of earnings from performance allocations	741,660	200,846
Satisfaction of contingent obligations	(13,114)	(12,870)
Apollo Funds and VIE related:
Net Cash Provided by Operating Activities	1,093,164	937,374
Cash Flows from Investing Activities:
Purchases of fixed assets	(13,246)	(37,619)
Acquisitions	0	48,518
Proceeds from sale of investments	3,235	21,855
Purchase of investments	(37,168)	(522,432)
Purchase of U.S. Treasury securities	0	(1,056,827)
Proceeds from maturities of U.S. Treasury securities	0	840,020
Cash contributions to equity method investments	(148,085)	(159,781)
Cash distributions from equity method investments	150,906	91,892
Issuance of related party loans	0	(315)
Other investing activities	(615)	(241)
Net Cash Provided by (Used in) Investing Activities	771,836	(774,930)
Cash Flows from Financing Activities:
Principal repayments of debt	0	(16,990)
Dividends to Preferred Stockholders	(18,328)	(18,329)
Issuance of debt	0	518,756
Satisfaction of tax receivable agreement	(39,884)	(48,195)
Repurchase of Class A Common Stock	(122,703)	(64,205)
Payments related to deliveries of Class A Common Stock for RSUs	(63,673)	(85,527)
Dividends paid	(263,818)	(312,638)
Distributions paid to Non-Controlling Interests in Apollo Operating Group	(283,624)	(284,300)
Issuance of related party loans	0	28,280
Repayment of related party loans	0	(28,280)
Other financing activities, net	(1,601)	(8,690)
Apollo Funds and VIE related:
Principal repayment of debt	0	(16,990)
Net Cash Used in Financing Activities	(176,181)	(90,791)
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities	1,688,819	71,653
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities, Beginning of Period	2,466,531	1,621,310
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities, End of Period	4,155,350	1,692,963
Supplemental Disclosure of Cash Flow Information:
Interest paid	67,615	60,837
Interest paid by consolidated variable interest entities	132,113	116,365
Income taxes paid	38,478	16,399
Supplemental Disclosure of Non-Cash Investing Activities:
Non-cash distributions from principal investments	146,352	(4,642)
Non-cash purchases of other investments, at fair value	0	1,153,316
Non-cash loss on Athene equity swap	0	(61,261)
Acquisition of goodwill	0	663
Contingent consideration	0	(6,208)
Capital increases related to equity-based compensation	86,258	93,230
Issuance of restricted shares	3,214	28,991
Non-cash issuance of AOG units to Athene	0	1,214,577
Other non-cash financing activities	(1,295)	8,329
Investments, at fair value	0	9,061,907
Other assets	0	130,907
Debt, at fair value	0	(6,829,326)
Other liabilities	0	(967,575)
Non-Controlling interest in consolidated entities related to acquisition		(1,898,067)
Cash and cash equivalents	4,925	0
Investments, at fair value	229,717	0
Other assets	755	0
Net Assets Deconsolidated From Consolidated Variable Interest Entities And Funds, Notes Payable	(107,500)	0
Other liabilities	(2,682)	0
Non-Controlling interest in consolidated entities	(125,215)	0
Deferred tax assets	45,479	76,580
Due to related parties	(38,229)	(62,531)
Additional paid in capital	(7,250)	(14,049)
Non-Controlling Interest in Apollo Operating Group	15,358	16,967
Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Condensed Consolidated Statements of Financial Condition:
Cash and cash equivalents	1,824,712	939,824
Restricted cash and cash equivalents	1,524,902	81,378
Cash and cash equivalents held at consolidated variable interest entities	805,736	671,761
Total Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities	4,155,350	1,692,963
Consolidated Variable Interest Entities
Apollo Funds and VIE related:
Net realized and unrealized (gains) losses from investing activities and debt	(344,628)	319,347
Cash transferred from consolidated VIEs	0	502,153
Deconsolidation of VIEs	(2,998)	0
Purchases of investments	(2,434,817)	(1,349,102)
Proceeds from sale of investments	2,195,453	1,158,433
Changes in other assets and other liabilities, net	369,288	(169,334)
Cash Flows from Investing Activities:
Purchase of U.S. Treasury securities	(817,077)	0
Proceeds from maturities of U.S. Treasury securities	1,633,886	0
Cash Flows from Financing Activities:
Principal repayments of debt	(1,330,790)	(716,184)
Issuance of debt	773,961	821,573
Apollo Funds and VIE related:
Principal repayment of debt	(1,330,790)	(716,184)
Issuances of debt within other liabilities of consolidated VIEs	0	67,459
Distributions paid to Non-Controlling Interests in consolidated entities	(500,483)	(125,208)
Contributions from Non-Controlling Interests in consolidated entities	1,012,492	181,687
Proceeds from issuance of Class A Units of SPAC	690,000	0
Payment of underwriting discounts	(27,730)	$ 0
Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Condensed Consolidated Statements of Financial Condition:
Cash and cash equivalents held at consolidated variable interest entities	$ 805,736

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ORGANIZATION

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

ORGANIZATION

Apollo Global Management, Inc. (“AGM Inc.”, 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 credit, private equity 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, incentive fees and performance allocations related to the performance of the respective funds that it manages. Apollo has three primary business segments:

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

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

•Real assets—primarily invests in (i) real estate equity and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies, (ii) real estate and infrastructure debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities and (iii) European performing and non-performing loans, and unsecured consumer loans.

Organization of the Company

As of June 30, 2021, the Company owned, through five intermediate holding companies that include APO Corp., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, APO Asset Co., LLC, a Delaware limited liability company that is treated as a corporation for U.S. federal income tax purposes, APO (FC), LLC, an Anguilla limited liability company that is a disregarded entity for U.S. federal income tax purposes, APO (FC II), LLC, an Anguilla limited liability company that is a disregarded entity for U.S. federal income tax purposes, and APO (FC III), LLC, a Cayman Islands limited liability company that is a disregarded entity for U.S. federal income tax purposes (collectively, the “Intermediate Holding Companies”), 53.5% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group.

AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), is an entity through which the Co-Founders and certain of the Company’s other current and former partners (the “Contributing Partners”) indirectly beneficially own interests in each of the entities that comprise the Apollo Operating Group. As of June 30, 2021, Holdings owned 39.8% 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.

Athene and Apollo Strategic Transaction

On February 28, 2020, pursuant to a transaction agreement (the “Transaction Agreement”) between Athene Holding, AGM Inc. and the entities that form the Apollo Operating Group, the Apollo Operating Group issued 29,154,519 non-voting equity interests of the Apollo Operating Group to Athene Holding. As a result, as of June 30, 2021, Athene Holding owned 6.7% of the economic interests in the Apollo Operating Group. See note 14 for further disclosure regarding the Transaction Agreement.

As noted further in note 14, Apollo purchased a 17% incremental equity ownership stake in Athene, bringing Apollo’s beneficial ownership in Athene to 28%, at the close of the transaction. This has resulted in Apollo’s indirect ownership in certain VIEs, through Athene, being considered significant such that the Company has the power to direct the activities that most significantly impact the economic performance of these VIEs.

Apollo and Athene Merger and Corporate Conversion

On March 8, 2021, AGM Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AHL, Tango Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of AGM Inc. (“HoldCo”), Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of HoldCo (“AHL Merger Sub”), and Green

Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of HoldCo (“AGM Merger Sub” and together with AHL Merger Sub, the “Merger Subs”).

At the closing of the transaction (the “Closing”), AHL Merger Sub will merge with and into AHL (the “AHL Merger”), with AHL as the surviving entity in the AHL Merger and a direct wholly owned subsidiary of HoldCo (the “AHL Surviving Entity”), and AGM Merger Sub will merge with and into Apollo (the “AGM Merger” and, together with the AHL Merger, the “Mergers”) with AGM as the surviving entity in the AGM Merger and a direct wholly owned subsidiary of HoldCo (the “AGM Surviving Entity”). Upon consummation of the Mergers, AGM and AHL will be direct wholly owned subsidiaries of HoldCo, which will be renamed “Apollo Global Management, Inc.” The transaction is expected to close in January of 2022. The transaction requires the approval of stockholders of both Apollo and AHL, and is subject to, among other things, regulatory approvals, and other customary closing conditions. See note 14 for further disclosure regarding the Merger Agreement.

In addition, on March 9, 2021, AGM Inc. entered into a binding governance term sheet with the Co-Founders pursuant to which it was agreed, among other things, that the Company will convert its corporate structure to a single class of common stock with one vote per share. The change will take effect at closing of the Mergers, subject to regulatory and stockholder approvals, and will result in the exchange of Apollo’s Apollo Operating Group units for a combination of Class A shares and cash, and the reorganization of Apollo Global Management, Inc. from an umbrella partnership C corporation (“Up-C”) structure to a C-corporation with a single class of common stock.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2021

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 generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and instructions to 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 2020 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 periods’ 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), special purpose acquisition companies (“SPACs”) and securitization vehicles (e.g., CLOs). 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 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. When Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will be deemed the primary beneficiary if it is the party that is most closely associated with the VIE. When Apollo and its related parties not under common control in the aggregate have a controlling financial interest in the VIE, Apollo would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo.

Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, 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 in the condensed consolidated statements of operations. The portion attributable to Non-Controlling Interests is reported within net income attributable to Non-Controlling Interests in the condensed consolidated statements of operations. For additional disclosures regarding VIEs, see note 5.

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.

Cash and Cash Equivalents

Apollo considers all highly liquid short-term investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include money market funds and U.S. Treasury securities with original maturities of three months or less when purchased. Interest income from cash and cash equivalents is recorded in interest income in the condensed consolidated statements of operations. The carrying values of the money market funds and U.S. Treasury securities were $1.2 billion and $1.2 billion as of June 30, 2021 and December 31, 2020, respectively, which represent their fair values due to their short-term nature and are categorized as Level I within the fair value hierarchy. Substantially all of the Company’s cash on deposit is in interest bearing accounts with major financial institutions and exceed insured limits.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents includes cash held in reserve accounts used to make required payments in respect of the 2039 Senior Secured Guaranteed Notes. Restricted cash and cash equivalents also includes cash deposited at a bank, which is pledged as collateral in connection with leased premises.

Restricted cash and cash equivalents of Apollo Strategic Growth Capital (“APSG”), a consolidated SPAC, are held in a trust account and consist of U.S Treasury bills with original maturities of three months or less when purchased, that were purchased with funds raised through the initial public offering of the consolidated entity. The $0.8 billion in funds as of June 30, 2021 are restricted for use and may only be used for purposes of completing an initial business combination or redemption of public shares as set forth in APSG’s trust agreement. Restricted cash and cash equivalents of Apollo Strategic Growth Capital II (“APSG II”), a consolidated SPAC, are held in a trust account and include money market funds that were

purchased with funds raised through the initial public offering of the consolidated entity. The $0.7 billion in funds as of June 30, 2021 are restricted for use and may only be used for purposes of completing an initial business combination or redemption of public shares as set forth in APSG II’s trust agreement.

U.S. Treasury securities, at fair value

U.S. Treasury securities, at fair value includes U.S. Treasury bills with original maturities greater than three months when purchased. These securities are recorded at fair value. Interest income on such securities is separately presented from the overall change in fair value and is recognized in interest income in the condensed consolidated statements of operations. Any remaining change in fair value of such securities, that is not recognized as interest income, is recognized in net gains (losses) from investment activities in the condensed consolidated statements of operations.

Fair Value of Financial Instruments

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), the Company’s U.S. Treasury securities with original maturities greater than three months when purchased, 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.

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, financial instruments are generally recorded at fair value or at amounts whose carrying values approximate fair value. 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.

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 debt. 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 external 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.

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 principal investment income (loss) 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.

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 or financial liabilities of the consolidated CLOs, whichever are more observable.

Where financial assets are more observable, 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 nonfinancial 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.

Where financial liabilities are more observable, the financial liabilities of the consolidated CLOs are measured at fair value and the financial assets are measured in consolidation as: (i) the sum of the fair value of the financial liabilities, and the carrying value of any nonfinancial liabilities that are incidental to the operations of the CLOs less (ii) the carrying value of any nonfinancial assets that are incidental to the operations of the CLOs. The resulting amount is allocated to the individual financial assets using a reasonable and consistent methodology.

Under the measurement alternative, net income attributable to Apollo Global Management, Inc. 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.

Certain consolidated VIEs have applied the fair value option for certain investments in private debt securities that otherwise would not have been carried at fair value with gains and losses in net income.

Deferred Revenue

Apollo records deferred revenue, which is a type of contract liability, when consideration is received in advance of management services provided.

Apollo also earns management fees subject to the Management Fee Offset (described below). 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 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. There was $23.5 million of revenue recognized during the six months ended June 30, 2021 that was previously deferred as of January 1, 2021.

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 cases where the limited partners of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract, and amortized over the life of the customer contract. Capitalized placement fees are recorded within other assets in the condensed consolidated statements of financial condition, while amortization is recorded within placement fees in the condensed consolidated statements of operations. 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.

Redeemable non-controlling interests

Redeemable non-controlling interests represent the shares issued by APSG and APSG II, the consolidated SPACs, that are redeemable for cash by the public shareholders in connection with the SPACs’ failure to complete a business combination or tender offer/stockholder approval provisions. The redeemable non-controlling interests are initially recorded at their original issue price, net of issuance costs and the initial fair value of separately traded warrants. The carrying amount is accreted to its redemption value over the period from the date of issuance to the earliest redemption date of the instrument. These increases are recorded against additional paid-in capital.

Revenues

The Company’s revenues are reported in four separate categories that include (i) management fees; (ii) advisory and transaction fees, net; (iii) investment income, which is comprised of performance allocations and principal investment income; and (iv) incentive fees.

The revenue 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 revenue guidance, an entity may recognize variable consideration only to the extent that it is probable to not be significantly reversed. The revenue guidance also requires disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.

Performance allocations are accounted for under guidance applicable to equity method investments, and therefore not within the scope of the revenue guidance. The Company recognizes performance allocations within investment income along with the related principal investment income (as further described below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition.

Refer to disclosures below for additional information on each of the Company’s revenue streams.

Management Fees

Management fees are recognized over time during the periods in which the related services are performed in accordance with the contractual terms of the related agreement. Management fees are generally based on (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, Net

Advisory fees, including management consulting fees and directors’ fees, are generally recognized over time as the underlying services are provided in accordance with the contractual terms of the related agreement. The Company receives such fees in exchange for ongoing management consulting services provided to portfolio companies of funds it manages. Transaction fees, including structuring fees and arranging fees related to the Company’s funds, portfolio companies of funds and third parties are generally recognized at a point in time when the underlying services rendered are complete.

The amounts due from fund portfolio companies are recorded in due from related parties on the condensed consolidated statements of financial condition, which is discussed further in note 14. 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 are presented net of the Management Fee Offset in the condensed consolidated statements of operations.

Underwriting fees, which are also included within advisory and transaction fees, net, include gains, losses and fees, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at a point in time when the underwriting is completed. Underwriting fees recognized but not received are recorded in other assets on the condensed consolidated statements of financial condition.

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

Investment Income

Investment income is comprised of performance allocations and principal investment income.

Performance Allocations

Performance allocations are a type of performance revenue (i.e., income earned based on the extent to which an entity’s performance exceeds predetermined thresholds). Performance allocations are generally structured from a legal standpoint as an allocation of capital in which the Company’s capital account receives allocations of the returns of an entity when those returns exceed predetermined thresholds. The determination of which performance revenues are considered performance allocations is primarily based on the terms of an agreement with the entity.

The Company recognizes performance allocations within investment income along with the related principal investment income (as described further below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition.

When applicable, the Company may record a general partner obligation to return previously distributed performance allocations. The general partner obligation is based upon an assumed liquidation of a fund’s net assets as of the reporting date and is reported within due to related parties on the condensed consolidated statements of financial condition. 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 or other governing document of the fund.

Principal Investment Income

Principal investment income includes the Company’s income or loss from equity method investments and certain other investments in entities in which the Company is generally eligible to receive performance allocations. Income from equity method investments includes the Company’s share of net income or loss generated from its investments, which are not consolidated, but in which the Company exerts significant influence.

Incentive Fees

Incentive fees are a type of performance revenue. Incentive fees differ from performance allocations in that incentive fees do not represent an allocation of capital but rather a contractual fee arrangement with the entity.

Incentive fees are considered a form of variable consideration as they are subject to clawback or reversal and therefore must be deferred until the fees are probable to not be significantly reversed. Accrued but unpaid incentive fees are reported within incentive fees receivable in the Company’s condensed consolidated statements of financial condition. The Company’s incentive fees primarily relate to the credit segment and are generally received from CLOs, managed accounts and AINV.

Compensation and Benefits

Salaries, Bonus and Benefits

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

Equity-Based Compensation

Equity-based awards granted to employees and non-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. In addition, certain restricted share units (“RSUs”) granted by the Company vest based on both continued service and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for such awards, if and when granted, will be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable. The Company accounts for forfeitures of equity-based awards when they occur.

Profit Sharing

Profit sharing expense and profit sharing payable primarily consist of a portion of performance revenues earned from certain funds that are allocated to employees and former employees. Profit sharing amounts are recognized as the related

performance revenues are earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in performance revenues that were previously recognized.

Profit sharing amounts are generally not paid until the related performance revenue is distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to its employees be used to purchase restricted Class A Common Stock issued under the Company’s Equity Plan. Prior to distribution of the performance revenue, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. Such equity-based awards are recorded as equity-based compensation expense over the relevant service period once granted.

Additionally, profit sharing amounts previously distributed may be subject to clawback from employees and former employees. 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 and former employees 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 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 or other governing document of the fund.

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 performance revenue earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements. The Company may also use dividends it receives from investments in MidCap, ARI and AINV to compensate employees. These amounts are recorded as profit sharing expense in the Company’s condensed consolidated statements of operations.

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. 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.

General, Administrative and Other

General, administrative and other primarily includes professional fees, occupancy, depreciation and amortization, travel, information technology and administration expenses.

Income Taxes

Effective September 5, 2019, Apollo Global Management, LLC converted from a Delaware limited liability company to a Delaware corporation named Apollo Global Management, Inc. Subsequent to the conversion, generally all of the income it earns from the Apollo Operating Group (“AOG”) entities is subject to U.S. corporate income taxes. Certain of the AOG entities operate as partnerships for U.S. income tax purposes and are subject to New York City unincorporated business taxes (“NYC UBT”). Certain non-U.S. entities are also subject to non-U.S. corporate income taxes.

Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties. The Company recognizes the tax benefit of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits

of the position are recognized. The Company’s tax positions are reviewed and evaluated quarterly to determine whether the Company has uncertain tax positions that require financial statement recognition.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amount of assets and liabilities and their respective tax basis using currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period during which the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that all or a portion 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, Inc. include the ownership interest in the Apollo Operating Group held by Co-Founders and Contributing Partners through their limited partner interests in Holdings. Additionally, Athene holds Non-Controlling Interests in the Apollo Operating Group as a result of the Transaction Agreement. Non-Controlling Interests also include ownership interests in certain consolidated funds and VIEs.

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

Guarantees

See note 15 to the condensed consolidated financial statements for information related to our material guarantees.

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, performance allocations, incentive fees, contingent consideration obligation related to an acquisition, non-cash compensation, and fair value of investments and debt. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is unable to predict the adverse impact the COVID-19 pandemic will ultimately have. While such impact may change considerably over time, the estimates and assumptions affecting the Company’s condensed consolidated financial statements are based on information available as of June 30, 2021. Actual results could differ materially from those estimates.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued guidance intended to simplify the accounting for income taxes. The new guidance eliminates certain exceptions to the existing approach in ASC 740, and clarifies other guidance within the standard; it is effective for the Company on January 1, 2021. Based on the Company’s current application of ASC 740, the guidance did not have a material impact on the condensed consolidated financial statements of the Company.

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INVESTMENTS

6 Months Ended

Jun. 30, 2021

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS

INVESTMENTS

The following table presents Apollo’s investments: 

	As of June 30, 2021		As of December 31, 2020
Investments, at fair value	$	3,681,955	$	2,360,434
Equity method investments	1,492,071		1,010,821
Performance allocations	2,736,493		1,624,156
Total Investments	$	7,910,519	$	4,995,411

Investments, at Fair Value

Investments, at fair value, consist of investments for which the fair value option has been elected and primarily include the Company’s investment in Athene Holding and investments in debt of unconsolidated CLOs. Changes in the fair value related to these investments are presented in net gains (losses) from investment activities except for certain investments for which the Company is entitled to receive performance allocations. For those investments, changes in fair value are presented in principal investment income.

The Company’s equity investment in Athene Holding, for which the fair value option was elected, met the significance criteria as defined by the SEC for the three and six months ended June 30, 2021 and 2020. As such, the following tables present summarized financial information of Athene Holding:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
	(in millions)
Statements of Operations
Revenues	$	6,423	$	4,398	$	10,814	$	2,849
Benefits and expenses	4,433		3,317		8,685		3,150
Income (loss) before income taxes	1,990		1,081		2,129		(301)
Income tax expense (benefit)	184		150		246		(16)
Net income (loss)	1,806		931		1,883		(285)
Less: Net income (loss) attributable to non-controlling interests	389		88		(148)		(81)
Net income (loss) available to Athene Holding Ltd. shareholders	$	1,417	$	843	$	2,031	$	(204)
Less: Preferred stock dividends	35		19		71		37
Net income (loss) available to Athene Holding Ltd. common shareholders	$	1,382	$	824	$	1,960	$	(241)

Net Gains (Losses) from Investment Activities

The following table presents the realized and net change in unrealized gains (losses) reported in net gains (losses) from investment activities: 

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Realized gains on sales of investments, net	$	1,192	$	70	$	1,193	$	1,877
Net change in unrealized gains (losses) due to changes in fair value	912,202		268,597		1,265,352		(997,761)
Net gains (losses) from investment activities	$	913,394	$	268,667	$	1,266,545	$	(995,884)

Equity Method Investments

Apollo’s equity method investments include its investments in the credit, private equity 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 in principal investment income in the condensed consolidated statements of operations.

Equity method investments consisted of the following:

	Equity Held as of
	June 30, 2021		(5)	December 31, 2020		(5)
Credit(1)(2)	$	472,320		$	258,952
Private Equity(3)	938,439			672,430
Real Assets	81,312			79,439
Total equity method investments(4)	$	1,492,071		$	1,010,821

(1)    The equity method investment in AINV was $39.7 million and $40.4 million as of June 30, 2021 and December 31, 2020, respectively. The value of the Company’s investment in AINV was $37.7 million and $30.8 million based on the quoted market price of AINV as of June 30, 2021 and December 31, 2020, respectively.

(2)    The equity method investment in VA Capital Company, LLC was $323.5 million and $113.5 million as of June 30, 2021 and December 31, 2020, respectively.

(3)    The equity method investment in Fund VIII was $318.4 million and $343.3 million as of June 30, 2021 and December 31, 2020, respectively, representing an ownership percentage of 2.2% and 2.2% as of June 30, 2021 and December 31, 2020, respectively. The equity method investment in Fund IX was $268.0 million and $134.4 million as of June 30, 2021 and December 31, 2020, respectively, representing an ownership percentage of 1.9% and 1.9% as of June 30, 2021 and December 31, 2020, 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 included are a quarter in arrears.

Performance Allocations

Performance allocations receivable recorded within investments in the condensed consolidated statements of financial condition from credit, private equity and real assets funds consisted of the following: 

	As of June 30, 2021		As of December 31, 2020
Credit	$	484,010	$	465,153
Private Equity	2,100,537		1,040,827
Real Assets	151,946		118,176
Total performance allocations	$	2,736,493	$	1,624,156

The table below provides a roll forward of the performance allocations balance:

	Credit		Private Equity		Real Assets		Total
Performance allocations, January 1, 2021	$	465,153	$	1,040,827	$	118,176	$	1,624,156
Change in fair value of funds	273,442		1,522,069		58,486		1,853,997
Fund distributions to the Company	(254,585)		(462,359)		(24,716)		(741,660)
Performance allocations, June 30, 2021	$	484,010	$	2,100,537	$	151,946	$	2,736,493

The change in fair value of funds excludes the general partner obligation to return previously distributed performance allocations, which is recorded in due to related parties in the condensed consolidated statements of financial condition. See note 14 for further disclosure regarding the general partner obligation.

The timing of the payment of performance allocations due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, performance allocations with respect to the private equity funds and certain credit and real assets funds are payable and are 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.

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PROFIT SHARING PAYABLE

6 Months Ended

Jun. 30, 2021

Profit Sharing Payable [Abstract]

PROFIT SHARING PAYABLE

PROFIT SHARING PAYABLE

Profit sharing payable consisted of the following:

	As of June 30, 2021		As of December 31, 2020
Credit	$	435,211	$	356,375
Private Equity	1,009,378		422,079
Real Assets	77,317		64,223
Total profit sharing payable	$	1,521,906	$	842,677

The table below provides a roll-forward of the profit sharing payable balance:

	Credit		Private Equity		Real Assets		Total
Profit sharing payable, January 1, 2021	$	356,375	$	422,079	$	64,223	$	842,677
Profit sharing expense	189,553		740,289		30,415		960,257
Payments/other	(110,717)		(152,990)		(17,321)		(281,028)
Profit sharing payable, June 30, 2021	$	435,211	$	1,009,378	$	77,317	$	1,521,906

     Profit sharing expense includes (i) changes in amounts payable to employees and former employees entitled to a share of performance revenues in Apollo’s funds and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain Apollo acquisitions. Profit sharing expense excludes the potential return of profit sharing distributions that would be due if certain funds were liquidated, which is recorded in due from related parties in the condensed consolidated statements of financial condition. See note 14 for further disclosure regarding the potential return of profit sharing distributions.

As discussed in note 2, under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to its employees be used to purchase restricted shares of Class A Common Stock issued under its Equity Plan. Prior to distribution of the performance revenues, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. See note 7 for further disclosure regarding deferred equity-based compensation.

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VARIABLE INTEREST ENTITIES

6 Months Ended

Jun. 30, 2021

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.

Consolidated Variable Interest Entities

As noted further in note 14, Apollo purchased a 17% incremental equity ownership stake in Athene on February 28, 2020, bringing Apollo’s beneficial ownership in Athene to approximately 28.4% as of June 30, 2021. This has resulted in Apollo’s indirect ownership through Athene in several VIEs being considered significant and therefore Apollo has consolidated the financial positions and results of operations of such VIEs given that the Company also has the power to direct the activities that most significantly impact the economic performance of these VIEs.

Consolidated VIEs include certain CLOs as well as certain funds managed by the Company. Through its role as collateral manager, investment manager or general partner of these VIEs, the Company has the power to direct the activities that most significantly impact the economic performance of these VIEs. In addition, the Company’s combined interests in these VIEs are significant. The assets are not available to creditors of the Company, and the investors in these consolidated VIEs have no recourse against the assets of the Company. There is no recourse to the Company for the consolidated VIEs’ liabilities.

The Company measures the fair value of the financial assets and the financial liabilities of the CLOs using the fair value of either the financial assets or financial liabilities, whichever is more observable (see note 2 for further discussion). 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. Other assets include amounts due from

brokers and interest receivables. Other liabilities include payables for securities purchased, which represent open trades within the consolidated CLOs and primarily relate to corporate loans that are expected to settle within 60 days.

The consolidated funds managed by the Company are investment companies and their investments, which include equity securities as well as debt securities, are held at fair value. Other assets of the consolidated funds include interest receivables and receivables from affiliates. Other liabilities include debt held at amortized cost as well as short-term payables.

Included within liabilities of the consolidated VIEs are notes payable related to certain funds managed by the Company. Each series of notes in a respective consolidated VIE participates in distributions from the VIE, including principal and interest from underlying investments, in accordance with the terms of the note series. Amounts allocated to the noteholders reflect amounts that would be distributed if the VIE’s affairs were wound up and its assets sold for cash equal to their respective carrying values, its liabilities satisfied in accordance with their terms, and all the remaining amounts distributed to the noteholders. The respective VIEs that issue the notes payable are marked at their prevailing net asset value, which approximates fair value.

Results from certain funds managed by the Company are reported on a three month lag based upon the availability of financial information.

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

The following table presents net gains from investment activities of the consolidated VIEs:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021		(1)	2020		(1)	2021		(1)	2020		(1)
Net gains (losses) from investment activities	$	51,173		$	478,480		$	355,574		$	(500,744)
Net gains (losses) from debt	(2,519)			(353,182)			(11,527)			181,269
Interest and other income	228,420			84,609			362,758			236,051
Interest and other expenses	(131,671)			(152,045)			(448,808)			(24,634)
Net gains (losses) from investment activities of consolidated variable interest entities	$	145,403		$	57,862		$	257,997		$	(108,058)

(1)Amounts reflect consolidation eliminations.

Senior Secured Notes, Subordinated Notes and Secured Borrowings

Included within debt, at fair value and other liabilities are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of those amounts:

	As of June 30, 2021						As of December 31, 2020
	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)	$	4,851,818	1.98	%		12.9	$	5,350,198	2.10	%		6.0
Subordinated Notes(2)	3,453,339		5.03	%	(1)	32	3,389,375		5.08	%	(1)	21.1
Secured Borrowings(2)(3)	109,606		2.18	%		0.4	236,698		2.41	%		0.3
Total	$	8,414,763					$	8,976,271

(1)As of June 30, 2021 and December 31, 2020, $0.7 billion and $0.6 billion, respectively, of the principal outstanding balance of the subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.

(2)The notes and borrowings of the consolidated VIEs are collateralized by assets held by each respective vehicle and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. As of June 30, 2021 and December 31, 2020, the fair value of these consolidated VIEs’ assets were $9.1 billion and $9.6 billion, respectively.

(3)As of June 30, 2021 and December 31, 2020, secured borrowings consist of consolidated VIEs’ obligations through a repurchase agreement redeemable at maturity with third party lenders. The fair value of the secured borrowings as of June 30, 2021 and December 31, 2020 approximates principal outstanding due to the short term nature of the borrowings. These secured borrowings are classified as a Level III liability within the fair value hierarchy.

The consolidated VIEs’ debt obligations contain various customary loan covenants. As of June 30, 2021, the Company was not aware of any instances of non-compliance with any of these covenants.

As of June 30, 2021, except for the secured borrowings, the contractual maturities for debt of the consolidated VIEs are greater than 10 years.

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. In addition, the table presents the maximum exposure to losses relating to these VIEs.

	As of June 30, 2021		(2)	As of December 31, 2020
Assets:
Cash	$	299,882		$	354,109
Investments	4,153,458			4,154,057
Receivables	68,564			34,800
Total Assets	$	4,521,904		$	4,542,966
Liabilities:
Debt and other payables	$	1,315,315		$	1,229,345
Total Liabilities	$	1,315,315		$	1,229,345
Apollo Exposure(1)	$	157,106		$	155,273

(1)Represents Apollo’s direct investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative performance allocations are subject to reversal in the event of future losses, as discussed in note 15.

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

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

The following tables summarize the Company’s financial assets and financial liabilities recorded at fair value by fair value hierarchy level:

	As of June 30, 2021
	Level I		Level II		Level III			Total		Cost
Assets
U.S. Treasury securities, at fair value	$	1,492,112	$	—	$	—		$	1,492,112	$	1,492,104
Investments, at fair value:
Investment in Athene Holding	—		3,208,968		—			3,208,968		2,092,247
Other investments	37,365		45,835		389,787		(1)	472,987		391,178
Total investments, at fair value	37,365		3,254,803		389,787			3,681,955		2,483,425
Investments of VIEs, at fair value	5,321		1,534,816		11,877,952			13,418,089
Investments of VIEs, valued using NAV	—		—		—			241,542
Total investments of VIEs, at fair value	5,321		1,534,816		11,877,952			13,659,631
Total Assets	$	1,534,798	$	4,789,619	$	12,267,739		$	18,833,698
Liabilities
Debt of VIEs, at fair value	$	—	$	893,650	$	7,183,638		$	8,077,288
Other liabilities of VIEs, at fair value	—		4,060		22,536			26,596
Contingent consideration obligations(3)	—		—		128,984			128,984
Other liabilities(4)	51,389		—		—			51,389
Total Liabilities	$	51,389	$	897,710	$	7,335,158		$	8,284,257

	As of December 31, 2020
	Level I		Level II		Level III			Total		Cost
Assets
U.S. Treasury securities, at fair value	$	1,816,958	$	—	$	—		$	1,816,958	$	1,816,635
Investments, at fair value:
Investment in Athene Holding	—		1,942,574		—			1,942,574		2,092,247
Other investments	—		48,088		369,772		(1)	417,860		354,010
Total investments, at fair value	—		1,990,662		369,772			2,360,434		2,446,257
Investments of VIEs, at fair value	2,558		2,140,135		10,962,980			13,105,673
Investments of VIEs, valued using NAV	—		—		—			210,343
Total investments of VIEs, at fair value	2,558		2,140,135		10,962,980			13,316,016
Derivative assets(2)	—		17		—			17
Total Assets	$	1,819,516	$	4,130,814	$	11,332,752		$	17,493,425
Liabilities
Debt of VIEs, at fair value	$	—	$	1,580,097	$	7,080,418		$	8,660,515
Other liabilities of VIEs, at fair value	—		3,874		20,202			24,076
Contingent consideration obligations(3)	—		—		119,788			119,788
Derivative liabilities(2)	—		100		—			100
Total Liabilities	$	—	$	1,584,071	$	7,220,408		$	8,804,479

(1)    Other investments as of June 30, 2021 and December 31, 2020 excludes $93.3 million and $44.4 million, respectively, of performance allocations classified as Level III related to certain investments for which the Company has elected the fair value option. The Company’s policy is to account for performance allocations as investments.

(2)    Derivative assets and derivative liabilities are presented as a component of Other assets and Other liabilities, respectively, in the condensed consolidated statements of financial condition.

(3)    Profit sharing payable includes contingent obligations classified as Level III.

(4)    Other liabilities includes the publicly traded warrants of APSG and APSG II.

The following tables summarize the changes 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, 2021
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	381,277	$	11,947,443	$	12,328,720
Transfer out due to deconsolidation	—		(229,717)		(229,717)
Purchases	—		692,073		692,073
Sales of investments/distributions	(3,235)		(557,994)		(561,229)
Net realized gains	3		7,087		7,090
Changes in net unrealized gains	9,137		19,746		28,883
Cumulative translation adjustment	2,605		4,807		7,412
Transfer into Level III(1)	—		7,219		7,219
Transfer out of Level III(1)	—		(12,712)		(12,712)
Balance, End of Period	$	389,787	$	11,877,952	$	12,267,739
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date	$	9,137	$	—	$	9,137
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		66,050		66,050

	For the Three Months Ended June 30, 2020
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	118,112	$	7,640,903	$	7,759,015
Purchases	128,551		530,348		658,899
Sale of investments/distributions	(966)		(154,724)		(155,690)
Settlements	—		(252,776)		(252,776)
Net realized gains	966		1,355		2,321
Changes in net unrealized gains	16,443		308,146		324,589
Cumulative translation adjustment	4,521		7,637		12,158
Transfer into Level III(1)	—		1,706		1,706
Transfer out of Level III(1)	(274)		(67,015)		(67,289)
Balance, End of Period	$	267,353	$	8,015,580	$	8,282,933
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date	$	16,442	$	—	$	16,442
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		70,639		70,639

	For the Six Months Ended June 30, 2021
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	369,772	$	10,962,980	$	11,332,752
Transfer out due to deconsolidation	—		(229,717)		(229,717)
Purchases	—		1,682,423		1,682,423
Sale of investments/distributions	(3,235)		(805,933)		(809,168)
Net realized gains	1,068		12,975		14,043
Changes in net unrealized gains	29,116		332,147		361,263
Cumulative translation adjustment	(7,640)		(14,248)		(21,888)
Transfer into Level III(1)	706		9,885		10,591
Transfer out of Level III(1)	—		(72,560)		(72,560)
Balance, End of Period	$	389,787	$	11,877,952	$	12,267,739
Change in net unrealized gains included in principal investment income related to investments still held at reporting date	$	29,116	$	—	$	29,116
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		198,957		198,957

	For the Six Months Ended June 30, 2020
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	113,410	$	321,069	$	434,479
Transfer in due to consolidation	—		7,794,128		7,794,128
Purchases	159,955		859,580		1,019,535
Sale of investments/distributions	(9,378)		(183,877)		(193,255)
Settlements	—		(437,948)		(437,948)
Net realized gains	1,751		121		1,872
Changes in net unrealized losses	(1,181)		(334,556)		(335,737)
Cumulative translation adjustment	3,070		(3,784)		(714)
Transfer into Level III(1)	—		70,636		70,636
Transfer out of Level III(1)	(274)		(69,789)		(70,063)
Balance, End of Period	$	267,353	$	8,015,580	$	8,282,933
Change in net unrealized losses included in principal investment income related to investments still held at reporting date	$	(1,181)	$	—	$	(1,181)
Change in net unrealized losses included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		(47,303)		(47,303)

(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 external 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, 2021
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	113,222	$	7,317,250	$	7,430,472
Issuances	—		101,871		101,871
Repayments	(792)		(227,251)		(228,043)
Net realized losses	—		10,239		10,239
Changes in net unrealized (gains) losses(1)	16,554		(8,346)		8,208
Cumulative translation adjustment	—		12,214		12,214
Transfer into Level III(2)	—		197		197
Balance, End of Period	$	128,984	$	7,206,174	$	7,335,158
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	(5,559)	$	(5,559)

	For the Three Months Ended June 30, 2020
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	76,700	$	3,795,866	$	3,872,566
Issuances	—		213,828		213,828
Repayments	(219)		(18,750)		(18,969)
Net realized losses	—		3,459		3,459
Changes in net unrealized losses(1)	22,616		255,950		278,566
Cumulative translation adjustment	—		8,394		8,394
Balance, End of Period	$	99,097	$	4,258,747	$	4,357,844
Change in net unrealized losses included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	172,730	$	172,730

	For the Six Months Ended June 30, 2021
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	119,788	$	7,100,620	$	7,220,408
Issuances	—		311,408		311,408
Repayments	(13,114)		(271,904)		(285,018)
Net realized losses	—		10,730		10,730
Changes in net unrealized losses(1)	22,310		69,146		91,456
Cumulative translation adjustment	—		(14,023)		(14,023)
Transfer into Level III(2)	—		197		197
Balance, End of Period	$	128,984	$	7,206,174	$	7,335,158
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	(58,909)	$	(58,909)

	For the Six Months Ended June 30, 2020
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	112,514	$	—	$	112,514
Transfer in due to consolidation	—		4,291,286		4,291,286
Issuances	—		302,928		302,928
Repayments	(12,870)		(198,750)		(211,620)
Net realized losses	—		3,459		3,459
Changes in net unrealized gains(1)	(547)		(142,043)		(142,590)
Cumulative translation adjustment	—		1,867		1,867
Balance, End of Period	$	99,097	$	4,258,747	$	4,357,844
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	(225,263)	$	(225,263)

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

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

The following 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, 2021
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average (1)
Financial Assets
Other investments	$	263,237	Embedded value	N/A	N/A	N/A
	118,178		Discounted cash flow	Discount rate	16.0% - 47.5%	23.0%
	8,372		Third party pricing	N/A	N/A	N/A
Investments of consolidated VIEs:
Equity securities	4,222,903		Discounted cash flow	Discount rate	3.1% - 23.0%	10.1%
			Discounted cash flow	Disposition timeline	10 - 52 months	26.8
			Discounted cash flow	2 year home price index forecast	(10.7%) - 17.6%	4.0%
			Dividend discount model	Discount rate	13.9%	13.9%
			Market comparable companies	P/E multiple	10.4x	10.4x
			Market comparable companies	TBV multiple	0.61x	0.61x
			Adjusted transaction value	Purchase multiple	1.25x	1.25x
			Adjusted transaction value	N/A	N/A	N/A
			Guideline public company	NTAV multiple	1.25x	1.25x
			Guideline public company	TEV/EBITDA	5.5x - 8.0x	7.6x
			Third Party Pricing	N/A	N/A	N/A
Bank loans	3,928,257		Discounted cash flow	Discount rate	1.8% - 15.6%	4.1%
			Adjusted transaction value	N/A	N/A	N/A
			Third party pricing	N/A	N/A	N/A
Profit participating notes	2,638,732		Discounted cash flow	Discount rate	8.7% - 12.5%	12.4%
			Adjusted transaction value	N/A	N/A	N/A
Real estate	454,220		Discounted cash flow	Capitalization rate	4.5% - 6.0%	5.7%
			Discounted cash flow	Discount rate	7.0% - 12.5%	8.3%
			Discounted cash flow	Terminal capitalization rate	8.3%	8.3%
			Direct capitalization	Capitalization rate	5.5% - 8.5%	6.4%
			Direct capitalization	Terminal capitalization rate	6.3% - 12.0%	7.1%
			Adjusted transaction value	N/A	N/A	N/A
Bonds	118,160		Discounted cash flow	Discount rate	4.5% - 7.2%	6.5%
			Third party pricing	N/A	N/A	N/A
Convertible securities	26,142		Dividend discount model	Discount rate	13.9%	13.9%
			Market comparable companies	P/E multiple	10.0x	10.0x
			Market comparable companies	TBV multiple	0.61x	0.61x
Warrants	3,380		Option model	Volatility	35.0% - 60.4%	47.9%
Other equity investments	486,158		Third party pricing	N/A	N/A	N/A
			Adjusted transaction value	Discount rate	8.5% - 12.5%	10.5%
			Adjusted transaction value	N/A	N/A	N/A
Total Investments of Consolidated VIEs	11,877,952
Total Financial Assets	$	12,267,739
Financial Liabilities
Liabilities of Consolidated VIEs:
Secured loans	$	4,013,342	Discounted cash flow	Discount rate	1.4% - 9.6%	2.6%
Subordinated notes	3,148,942		Discounted cash flow	Discount rate	4.5% - 11.5%	5.7%
Participating equity	21,354		Discounted cash flow	Discount rate	15.0%	15.0%
Other liabilities	22,536		Discounted cash flow	Discount rate	2.2% - 9.1%	5.9%
			Third party pricing	N/A	N/A	N/A
Total liabilities of Consolidated VIEs:	7,206,174
Contingent Consideration Obligation	128,984		Discounted cash flow	Discount rate	18.5%	18.5%
Total Financial Liabilities	$	7,335,158

	As of December 31, 2020
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average (1)
Financial Assets
Other investments	$	254,655	Embedded value	N/A	N/A	N/A
	107,652		Discounted cash flow	Discount rate	16% - 47.5%	23.4%
	7,465		Third party pricing	N/A	N/A	N/A
Investments of consolidated VIEs:
Equity securities	4,339,244		Discounted cash flow	Discount rate	4.4% - 15.6%	7.2%
			Discounted cash flow	Disposition timeline	8 - 52 months	28.8
			Discounted cash flow	2 year home price index forecast	(14%) - 9.6%	(2.5%)
			Dividend discount model	Discount rate	9.7% - 13.8%	11.2%
			Market comparable companies	NTAV multiple	1.2x	1.2x
			Market comparable companies	P/E multiple	9.8x	9.8x
			Market comparable companies	TBV multiple	0.56x	0.56x
			Adjusted transaction value	Purchase multiple	1.1x	1.1x
			Adjusted transaction value	N/A	N/A	N/A
Bank loans	3,501,384		Discounted cash flow	Discount rate	1.8% - 27.0%	3.4%
			Recoverability	Recoverability rate	14.0% - 75.0%	57.8%
			Third party pricing	N/A	N/A	N/A
Profit participating notes	2,577,596		Discounted cash flow	Discount rate	7.5% - 15.0%	14.6%
Real estate	422,123		Discounted cash flow	Capitalization rate	5.8% - 6.0%	5.8%
			Discounted cash flow	Discount rate	6.3% - 12.5%	8.4%
			Discounted cash flow	Terminal capitalization rate	8.3%	8.3%
			Direct capitalization	Capitalization rate	5.5% - 8.5%	6.6%
			Direct capitalization	Terminal capitalization rate	5.8% - 12%	7.6%
Bonds	97,209		Discounted cash flow	Discount rate	5.5% - 7.0%	6.5%
			Third party pricing	N/A	N/A	N/A
Convertible securities	16,581		Discounted cash flow	Discount rate	12.4%	12.4%
			Dividend discount model	Discount rate	13.8%	13.8%
			Market comparable companies	P/E multiple	9.8x	9.8x
			Market comparable companies	TBV multiple	0.56x	0.56x
Warrants	2,676		Option model	Volatility	50.0% - 64.4%	53.1%
Other equity investments	6,167		Third party pricing	N/A	N/A	N/A
Total Investments of Consolidated VIEs	10,962,980
Total Financial Assets	$	11,332,752
Financial Liabilities
Liabilities of Consolidated VIEs:
Secured loans	$	3,822,475	Discounted cash flow	Discount rate	1.8% - 9.3%	2.7%
Subordinated notes	3,044,437		Discounted cash flow	Discount rate	7.7% - 14.0%	9.9%
			Adjusted transaction value	N/A	N/A	N/A
Preferred equity	213,506		Discounted cash flow	Discount rate	15%	15%
Other liabilities	20,202		Discounted cash flow	Discount rate	1.8% - 7.9%	5.7%
			Adjusted transaction value	N/A	N/A	N/A
			Third party pricing	N/A	N/A	N/A
Total liabilities of Consolidated VIEs:	7,100,620
Contingent Consideration Obligation	119,788		Discounted cash flow	Discount rate	17.5%	17.5%
Total Financial Liabilities	$	7,220,408

N/A        Not applicable

EBITDA        Earnings before interest, taxes, depreciation, and amortization

NTAV        Net tangible asset value

P/E        Price-to-Earnings

TBV        Total book value

TEV        Total enterprise value

(1)      Unobservable inputs were weighted based on the fair value of the investments included in the range.

Fair Value Measurement of Investment in Athene Holding

As of June 30, 2021, the fair value of Apollo’s Level II investment in Athene Holding was estimated using the closing market price of Athene Holding shares of $67.50 less a DLOM of 12.9%. The DLOM was derived based on the average remaining lock up restrictions on the shares of Athene Holding held by Apollo (36 months from the closing date of the transactions contemplated by the Transaction Agreement) and the estimated volatility in such shares of Athene Holding. The historical share price volatility of a representative set of Athene Holding’s publicly traded insurance peers was calculated over a three year period equivalent to the 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. As of December 31, 2020, the fair value of Apollo’s Level II investment in Athene Holding was estimated using the closing market price of Athene Holding shares of $43.14 less a DLOM of 17.5%.

Discounted Cash Flow Model

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 and the contingent consideration obligations; conversely decreases in the discount rate can significantly increase the fair value of an investment and the contingent consideration obligations.

Consolidated VIEs

Investments

The significant unobservable inputs used in the fair value measurement of the equity securities include the discount rate applied, purchase multiple, price-to-earnings multiple, total book value multiple and net tangible asset value in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks.

The significant unobservable inputs used in the fair value measurement of bank loans are discount rates and recoverability percentage. Significant increases (decreases) in any discount rates would result in a significantly lower (higher) fair value measurement.

The significant unobservable inputs used in the fair value measurement of bonds and profit participating notes are discount rates. Significant increases (decreases) in discount rates would result in a significantly lower (higher) fair value measurements.

The significant unobservable inputs used in the fair value measurement of real estate are discount rates and capitalization rates. Significant increases (decreases) in any discount rates or capitalization rates in isolation would result in a significantly lower (higher) fair value measurement.

The significant unobservable inputs used in the fair value measurement of convertible securities are discount rates, price-to-earnings multiple and total book value multiple. Significant increases (decreases) in any discount rates would result in a significantly lower (higher) fair value measurement.

The significant unobservable inputs used in the fair value measurement of warrants are volatility rates. Significant increases (decreases) in volatility rates would result in a significantly higher (lower) fair value measurement.

Certain investments are valued using the NAV per share equivalent calculated by the investment manager as a practical expedient to determining an independent fair value.

Liabilities

The debt obligations of certain consolidated VIEs, that are CLOs, were measured on the basis of the fair value of the financial assets of those CLOs as the financial assets were determined to be more observable and, as a result, categorized as Level II in the fair value hierarchy.

The significant unobservable inputs used in the fair value measurement of the Company’s liabilities of consolidated VIEs are discount rates. Significant increases (decreases) in discount rates would result in a significantly lower (higher) fair value measurement.

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. The discount rate was based on the hypothetical cost of equity in connection with the acquisition of Stone Tower. See note 15 for further discussion of the contingent consideration obligations.

Valuation of Underlying Investments of Equity Method Investees

As discussed previously, the underlying entities that the Company manages and invests in are primarily investment companies which account for their investments at estimated fair value.

On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles managed by the Company, a review is performed by an independent board of directors. The Company also retains external 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 external 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.

    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, if available, 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 described below. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

    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, Apollo reviews certain aspects of the subject company’s performance and determines how its performance compares to the group and to certain individuals in the group. Apollo compares certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios and growth opportunities. In addition, Apollo compares the 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, Apollo relies 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.

Debt 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 hybrid capital investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

The 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.

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 credit, private equity, 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 the period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts

are settled. Total return swap and credit default swap contracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.

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OTHER ASSETS

6 Months Ended

Jun. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER ASSETS

OTHER ASSETS

Other assets consisted of the following:

	As of June 30, 2021		As of December 31, 2020
Fixed assets	$	203,154	$	191,853
Less: Accumulated depreciation and amortization	(119,904)		(111,821)
Fixed assets, net	83,250		80,032
Deferred equity-based compensation(1)	239,946		137,777
Prepaid expenses	68,161		46,639
Intangible assets, net	20,584		23,586
Tax receivables	27,716		42,979
Other	54,798		33,950
Total Other Assets	$	494,455	$	364,963

(1)Deferred equity-based compensation relates to the value of equity-based awards that have been or are expected to be granted in connection with the settlement of certain profit sharing arrangements. A corresponding amount for awards expected to be granted of $224.4 million and $114.6 million, as of June 30, 2021 and December 31, 2020, respectively, is included in other liabilities on the condensed consolidated statements of financial condition.

Depreciation expense was $4.3 million and $2.3 million for the three months ended June 30, 2021 and 2020, respectively, and $8.3 million and $4.9 million for the six months ended June 30, 2021 and 2020, respectively, and is presented as a component of general, administrative and other expense in the condensed consolidated statements of operations.

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LEASES

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

LEASES

LEASES

Apollo has operating leases for office space, data centers, and certain equipment under various lease agreements.

The table below presents operating lease expenses:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Operating lease cost	$	12,529	$	13,617	$	23,013	$	25,979

The following table presents supplemental cash flow information related to operating leases:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Operating cash flows for operating leases	$	4,939	$	3,307	$	12,494	$	13,956

As of June 30, 2021, the Company’s total lease payments by maturity are presented in the following table:

	Operating Lease Payments
Remaining 2021	$	23,251
2022	45,662
2023	41,125
2024	37,453
2025	35,160
Thereafter	313,404
Total lease payments	$	496,055
Less imputed interest	(86,125)
Present value of lease payments	$	409,930

The Company has undiscounted future operating lease payments of $160.4 million related to leases that have not commenced that were entered into as of June 30, 2021. Such lease payments are not yet included in the table above or the Company’s condensed consolidated statements of financial condition as lease assets and lease liabilities. These operating leases are anticipated to commence by 2022 with lease terms of approximately 16 years.

Supplemental information related to leases is as follows:

	As of June 30, 2021		As of June 30, 2020
Weighted average remaining lease term (in years)	13.6		13.9
Weighted average discount rate	3.0	%	3.1	%

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INCOME TAXES

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company’s income tax (provision) benefit totaled $(194.1) million and $(140.3) million for the three months ended June 30, 2021 and 2020, respectively, and $(397.3) million and $155.5 million for the six months ended June 30, 2021 and 2020, respectively. The Company’s effective tax rate was approximately 11.4% and 12.3% for the three months ended June 30, 2021 and 2020, respectively, and 11.6% and 10.8% for the six months ended June 30, 2021 and 2020, 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 resolution 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 material 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 primary jurisdictions in which the Company operates are the United States and the United Kingdom. There are no unremitted earnings with respect to the United Kingdom and other foreign entities.

In the normal course of business, the Company is subject to examination by federal, state, local and foreign tax authorities. As of June 30, 2021, the Company’s U.S. federal, state, local and foreign income tax returns for the years 2017 through 2019 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax return of a subsidiary for the 2011 tax year. The State and City of New York are examining certain subsidiaries’ tax returns for tax years 2011 to 2018. The United Kingdom and India tax authorities are currently examining certain subsidiaries’ tax returns for tax year 2017. No provisions with respect to these examinations have been recorded.

The Company records deferred tax assets as a result of the step-up in the tax basis of assets and intangibles resulting from exchanges of AOG Units for Class A Common Stock by the Co-Founders and Contributing Partners. A related liability is 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 Co-Founders, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 14). The benefit the Company obtains

from the difference in the tax asset recognized and the related liability results in an increase to additional paid in capital. The amortization period for the portion of the increase in tax basis related to intangibles is 15 years. The realization of the remaining portion of the increase in tax basis relates to the disposition of the underlying assets to which the step-up is attributed. The associated deferred tax assets reverse at the time of the corresponding asset disposition.

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 Common Stock.

Exchange of AOG Units for Class A Common Stock	Increase in Deferred Tax Asset		Increase in Tax Receivable Agreement Liability		Increase to Additional Paid In Capital
For the Six Months Ended June 30, 2021	$	45,479	$	38,229	$	7,250
For the Six Months Ended June 30, 2020	$	76,580	$	62,531	$	14,049

On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act is an emergency economic stimulus package in response to the coronavirus outbreak which, among other things, contains numerous income tax provisions. The provisions of the CARES Act have not had a material impact on the Company’s condensed consolidated financial statements or related disclosures.

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DEBT

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

DEBT

DEBT

Debt consisted of the following:

	As of June 30, 2021							As of December 31, 2020
	Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate		Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate
2024 Senior Notes(1)	$	498,143	$	545,437	(4)	4.00	%	$	497,817	$	553,633	(4)	4.00	%
2026 Senior Notes(1)	497,473		568,433		(4)	4.40		497,217		581,898		(4)	4.40
2029 Senior Notes(1)	674,772		790,973		(4)	4.87		674,757		804,768		(4)	4.87
2030 Senior Notes(1)	494,630		508,997		(4)	2.65		494,375		513,362		(4)	2.65
2039 Senior Secured Guaranteed Notes(1)	317,514		371,705		(5)	4.77		317,042		376,472		(5)	4.77
2048 Senior Notes(1)	296,695		385,876		(4)	5.00		296,633		379,953		(4)	5.00
2050 Subordinated Notes(1)	296,616		312,000		(4)	4.95		296,557		307,500		(4)	4.95
Secured Borrowing I(2)	18,952		18,942		(3)	1.84		19,526		19,527		(3)	1.84
Secured Borrowing II(2)	20,157		20,148		(3)	1.70		20,767		20,773		(3)	1.71
2016 AMI Term Facility I(2)	20,002		20,002		(3)	1.30		20,608		20,608		(3)	1.30
2016 AMI Term Facility II(2)	19,335		19,335		(3)	1.40		19,922		19,922		(3)	1.40
Total Debt	$	3,154,289	$	3,561,848				$	3,155,221	$	3,598,416

(1)Includes amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs:

	As of June 30, 2021		As of December 31, 2020
2024 Senior Notes	$	1,565	$	1,841
2026 Senior Notes	2,310		2,545
2029 Senior Notes	4,958		5,282
2030 Senior Notes	4,049		4,231
2039 Senior Secured Guaranteed Notes	7,486		7,958
2048 Senior Notes	3,016		3,073
2050 Subordinated Notes	3,384		3,443
Total	$	26,768	$	28,373

(2)Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into several credit facilities (collectively referred to as the “AMI Facilities”) to fund the Company’s investment in certain European CLOs it manages:

Facility	Date	Loan Amount
Secured Borrowing I	December 19, 2019	€	15,984
Secured Borrowing II	March 5, 2020	€	17,000
2016 AMI Term Facility I	January 18, 2016	€	16,870
2016 AMI Term Facility II	June 22, 2016	€	16,308

The Secured Borrowings consist of obligations through repurchase agreements redeemable at maturity with third party lenders. The weighted average remaining maturity of Secured Borrowing I and II is 10.2 years.

(3)Fair value is based on obtained broker quotes. These notes are 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 external 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. These notes are 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 external pricing services.

(5)Fair value is based on a discounted cash flow method. These notes are classified as a Level III liability within the fair value hierarchy.

AMH Credit Facility—On November 23, 2020, AMH as borrower (the “Borrower”) entered into a new credit agreement (the “AMH Credit Facility”) with the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent for the lenders. The AMH Credit Facility refinanced the 2018 AMH Credit Facility listed below. The AMH Credit Facility provides for a $750 million revolving credit facility to the Borrower with a final maturity date of November 23, 2025. The AMH Credit Facility is to remain available until its maturity, and any undrawn revolving commitments bear a commitment fee. The interest rate on the AMH Credit Facility is based on adjusted London Inter-Bank Offered Rate (“LIBOR”) and the applicable margin as of June 30, 2021 was 1.00%. The commitment fee on the $750 million undrawn AMH Credit Facility as of June 30, 2021 was 0.09%.

Borrowings under the AMH Credit Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. The Borrower may incur incremental facilities in respect of the AMH Credit Facility in an aggregate amount not to exceed $250 million plus additional amounts so long as the Borrower is in compliance with a net leverage ratio not to exceed 4.00 to 1.00. As of June 30, 2021, the AMH Credit Facility was undrawn.

2018 AMH Credit Facility—On July 11, 2018, AMH as borrower (the “Borrower”) entered into a credit agreement (the “2018 AMH Credit Facility”) with the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent for the lenders. The AMH Credit Facility refinanced the 2018 AMH Credit Facility at substantially the same terms. The 2018 AMH Credit Facility and all related loan documents were terminated as of November 23, 2020.

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 is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2024 Senior Notes. The Company is obligated to settle the 2024 Senior Notes for the face amount of $500 million.

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 is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2026 Senior Notes. The Company is obligated to settle the 2026 Senior Notes for the face amount of $500 million.

2029 Senior Notes—On February 7, 2019, AMH issued $550 million in aggregate principal amount of its 4.872% Senior Notes due 2029, at an issue price of 99.999% of par. On June 11, 2019, AMH issued an additional $125 million in aggregate principal amount of its 4.872% Senior Notes due 2029 (the “Additional Notes”), at an issue price of 104.812% of par. The Additional Notes constitute a single class of securities with the previously issued senior notes due 2029 (collectively, the “2029 Senior Notes”). Interest on the 2029 Senior Notes is payable semi-annually in arrears on February 15 and August 15 of each year. The 2029 Senior Notes will mature on February 15, 2029. The discount is amortized into interest expense on the

condensed consolidated statements of operations over the term of the 2029 Senior Notes. The Company is obligated to settle the 2029 Senior Notes for the face amount of $675 million.

2030 Senior Notes—On June 5, 2020, AMH issued $500 million in aggregate principal amount of its 2.65% Senior Notes due 2030 (the “2030 Senior Notes”), at an issue price of 99.704% of par. Interest on the 2030 Senior Notes is payable semi-annually in arrears on June 5 and December 5 of each year. The 2030 Senior Notes will mature on June 5, 2030. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2030 Senior Notes. The Company is obligated to settle the 2030 Senior Notes for the face amount of $500 million.

2039 Senior Secured Guaranteed Notes—On June 10, 2019, APH Finance 1, LLC (the “Issuer”), a subsidiary of the Company, issued $325 million in aggregate principal amount of its 4.77% Series A Senior Secured Guaranteed Notes due 2039 (the “2039 Senior Secured Guaranteed Notes”). The 2039 Senior Secured Guaranteed Notes are secured by a lien on the Issuer’s and the guarantors’ participation interests in the rights to distributions in relation to a portfolio of equity investments owned by affiliates of the Company in certain existing and future funds managed or advised by subsidiaries of the Company. Interest on the 2039 Senior Secured Guaranteed Notes is payable on a quarterly basis. The 2039 Senior Secured Guaranteed Notes will mature in July 2039, but, unless prepaid to the extent permitted under the indenture governing the 2039 Senior Secured Guaranteed Notes, the anticipated repayment date will be in July 2029. If the Issuer has not repaid or refinanced the 2039 Senior Secured Guaranteed Notes prior to the anticipated repayment date an additional 5.0% per annum will accrue on the 2039 Senior Secured Guaranteed Notes. The issuance costs are amortized into interest expense on the condensed consolidated statements of operations over the expected term of the 2039 Senior Secured Guaranteed Notes.

2048 Senior Notes—On March 15, 2018, AMH issued $300 million in aggregate principal amount of its 5.000% Senior Notes due 2048 (the “2048 Senior Notes”), at an issue price of 99.892% of par. Interest on the 2048 Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The 2048 Senior Notes will mature on March 15, 2048. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2048 Senior Notes. The Company is obligated to settle the 2048 Senior Notes for the face amount of $300 million.

2050 Subordinated Notes—On December 17, 2019, AMH issued $300 million in aggregate principal amount of its 4.950% Fixed-Rate Resettable Subordinated Notes due 2050 (the “2050 Subordinated Notes”), at an issue price of 100.000% of par. Interest on the 2050 Subordinated Notes is payable semi-annually in arrears on June 17 and December 17 of each year. The 2050 Subordinated Notes will mature on January 14, 2050. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2050 Subordinated Notes. The Company is obligated to settle the 2050 Subordinated Notes for the face amount of $300 million.

As of June 30, 2021, the indentures governing the 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2048 Senior Notes and the 2050 Subordinated Notes (the “Indentures”) include covenants that restrict the ability of AMH and, as applicable, the guarantors of the notes under the Indentures 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.

As of June 30, 2021, the indenture governing the 2039 Senior Secured Guaranteed Notes includes a series of covenants and restrictions customary for transactions of this type, including covenants that (i) require the Issuer to maintain specified reserve accounts to be used to make required payments in respect of the 2039 Senior Secured Guaranteed Notes, (ii) relate to prepayments and related payments of specified amounts, including specified make-whole payments under certain circumstances and (iii) relate to recordkeeping, access to information and similar matters.

The following table presents the interest expense incurred related to the Company’s debt:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Interest Expense:(1)
2018 AMH Credit Facility	$	—	$	314	$	—	$	628
AMH Credit Facility	322		—		643		—
2024 Senior Notes	5,163		5,163		10,326		10,326
2026 Senior Notes	5,628		5,628		11,256		11,256
2029 Senior Notes	8,229		8,229		16,458		16,458
2030 Senior Notes	3,462		964		6,922		964
2039 Senior Secured Guaranteed Notes	4,111		4,111		8,223		8,223
2048 Senior Notes	3,781		3,780		7,562		7,562
2050 Subordinated Notes	3,742		3,742		7,484		7,486
AMI Term Facilities/ Secured Borrowings	376		360		739		630
Total Interest Expense	$	34,814	$	32,291	$	69,613	$	63,533

(1)Debt issuance costs incurred are amortized into interest expense over the term of the debt arrangement, as applicable.

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NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK

NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK

The table below presents basic and diluted net income (loss) per share of Class A Common Stock using the two-class method for the three and six months ended June 30, 2021 and 2020:

	Basic and Diluted
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Numerator:
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders	$	648,563	$	437,164	$	1,318,289	$	(568,218)
Dividends declared on Class A Common Stock(1)	(115,494)		(96,181)		(254,674)		(301,783)
Dividends on participating securities(2)	(4,042)		(3,608)		(9,144)		(10,855)
Earnings allocable to participating securities	(19,774)		(13,947)		(38,970)		—		(3)
Undistributed income (loss) attributable to Class A Common Stockholders: Basic and Diluted	509,253		323,428		1,015,501		(880,856)
Denominator:
Weighted average number of shares of Class A Common Stock outstanding: Basic and Diluted	231,058,813		227,653,988		230,534,073		227,205,866
Net Income per share of Class A Common Stock: Basic and Diluted(4)
Distributed Income	$	0.50	$	0.42	$	1.10	$	1.31
Undistributed Income (Loss)	2.20		1.42		4.41		(3.86)
Net Income (Loss) per share of Class A Common Stock: Basic and Diluted	$	2.70	$	1.84	$	5.51	$	(2.55)

(1)See note 13 for information regarding the quarterly dividends declared and paid during 2021 and 2020.

(2)Participating securities consist of vested and unvested RSUs that have rights to dividends 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 Common Stockholders.

(4)For the three and six months ended June 30, 2021 and June 30, 2020, 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 during continued employment, shares of Class A Common Stock pursuant to the Equity Plan. The Company has three types of RSU grants, which we refer to as Plan Grants, Bonus Grants and Performance Grants. “Plan Grants” vest over time (generally one to six years) and may or

may not provide the right to receive dividend equivalents on vested RSUs on an equal basis with the Class A Common Stockholders any time a dividend is declared. “Bonus Grants” vest over time (generally three years) and generally provide the right to receive dividend equivalents on both vested and unvested RSUs on an equal basis with the Class A Common Stockholders any time a dividend is declared. “Performance Grants” generally vest over time (three to five years), subject to the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense. Performance Grants provide the right to receive dividend equivalents on vested RSUs and may also provide the right to receive dividend equivalents on unvested RSUs.

Any dividend 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 dividend 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. The RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses; therefore, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.

Certain holders of AOG Units are subject to the transfer restrictions set forth in the agreements with the respective holders and may, upon notice (subject to the terms of an exchange agreement), exchange their AOG Units for shares of Class A Common Stock 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 share of Class A Common Stock.

Apollo Global Management, Inc. has one share of Class B common stock, $0.00001 par value per share, of the Company (“Class B Common Stock”) outstanding, which is held by BRH Holdings GP, Ltd. (“BRH”). The voting power of the share of Class B Common Stock is reduced on a one vote per one AOG Unit basis in the event of an exchange of AOG Units for shares of Class A Common Stock, subject to the terms of the AGM Inc. Certificate of Incorporation. The Class B Common Stock has no net income (loss) per share as it does not participate in Apollo’s earnings (losses) or dividends. The Class B Common Stock has no dividend rights and only a de minimis liquidation right. The Class B Common Stock represented 46.6% and 47.2% of the total voting power of the Company’s Class A Common Stock and Class B Common Stock with respect to the matters upon which they were entitled to vote together as a single class pursuant to the Company’s governing documents as of June 30, 2021 and 2020, respectively.

The following table summarizes the anti-dilutive securities for the three and six months ended June 30, 2021 and 2020, respectively.

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2021	2020	2021	2020
Weighted average vested RSUs	309,142	254,147	675,233	834,718
Weighted average unvested RSUs	8,006,542	8,252,215	7,491,189	7,670,111
Weighted average AOG Units outstanding(1)	172,599,261	174,873,808	173,207,079	175,737,132
Weighted average unvested restricted shares	656,220	1,310,805	680,448	1,245,164

(1)Excludes AOG Units owned by Athene. Athene can only redeem their AOG Units by selling to Apollo or to a different buyer with Apollo’s agreement as detailed in the Liquidity Agreement (see note 14). As these AOG Units are not convertible into shares of Class A Common Stock, they are excluded when calculating diluted net income per share.

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EQUITY-BASED COMPENSATION

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

EQUITY-BASED COMPENSATIONEquity-based awards granted to employees and non-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 that require performance metrics to be met are expensed only when the performance metric is met or deemed probable.

RSUs

The Company grants RSUs under the Equity Plan. 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 Common Stock subject to certain discounts, as applicable. The following table summarizes the weighted average discounts for Plan Grants, Bonus Grants and Performance Grants.

The estimated total grant date fair value for Plan Grants and Bonus Grants is charged to compensation expense on a straight-line basis over the vesting period, which for Plan Grants is generally one 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.

During the six months ended June 30, 2021 and June 30, 2020, the Company awarded Performance Grants of 1.2 million and 2.0 million RSUs to certain employees with a grant date fair value of $51.5 million and $81.4 million, respectively, which vest subject to continued employment and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation. In accordance with U.S. GAAP, equity-based compensation expense for these and other Performance Grants will be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable.

Additionally, the Company entered into an agreement in 2018 with several employees under which RSUs would be granted starting in 2020 if year-over-year growth in certain discretionary earnings metrics were attained prior to grant and they remained employed at the grant date. Once granted, the awards vest subject to continued employment and the Company’s receipt of performance revenues sufficient to cover the associated equity-based compensation expense. In connection with these agreements, the Company granted 0.2 million RSUs with a grant date fair value of $7.5 million that fully vested and were expensed during the six months ended June 30, 2021, and granted 0.3 million RSUs with a grant date fair value of $11.7 million that were fully vested and were expensed during the six months ended June 30, 2020.

The following table summarizes the equity-based compensation expense recognized relating to Performance Grants:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Equity-based compensation	$	17,488	$	28,467	$	43,865	$	57,331

The fair value of all RSU grants made during the six months ended June 30, 2021 and 2020 was $160.1 million and $179.7 million, respectively.

The following table presents the actual forfeiture rates and equity-based compensation expense recognized:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Actual forfeiture rate	0.4		%	5.8		%	0.8		%	6.4		%
Equity-based compensation	$	40,866		$	47,282		$	85,971		$	92,800

The following table summarizes RSU activity:

	Unvested		Weighted Average Grant Date Fair Value		Vested	Total Number of RSUs Outstanding
Balance at January 1, 2021	8,978,393		$	31.89	1,833,332	10,811,725	(1)
Granted	3,336,739		48.00		—	3,336,739
Forfeited	(101,554)		$	42.27	—	(101,554)
Vested	(1,506,292)		33.65		1,506,292	—
Issued	—		$	—	(2,980,032)	(2,980,032)
Balance at June 30, 2021	10,707,286	(2)	$	36.56	359,592	11,066,878	(1)

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

(2)Includes 6,413,319 Performance Grant RSUs, 3,295,347 Bonus Grant RSUs and 998,620 Plan Grant RSUs.

As of June 30, 2021, there was $233.6 million of total unrecognized equity-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average term of 2.2 years.

Equity-Based Compensation Allocation

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

Below is a reconciliation of the equity-based compensation allocated to AGM Inc.:

	For the Six Months Ended June 30, 2021
	Total Amount		Non-Controlling Interest % in Apollo Operating Group		Allocated to Non-Controlling Interest in Apollo Operating Group(1)		Allocated to Apollo Global Management, Inc.
RSUs, share options and restricted share awards	$	96,010	—	%	$	—	$	96,010
Other equity-based compensation awards	13,436		46.5		6,248		7,188
Total equity-based compensation	109,446				6,248		103,198
Less other equity-based compensation awards(2)					(6,248)		(16,940)
Capital increase related to equity-based compensation					$	—	$	86,258

	For the Six Months Ended June 30, 2020
	Total Amount		Non-Controlling Interest % in Apollo Operating Group		Allocated to Non-Controlling Interest in Apollo Operating Group(1)		Allocated to Apollo Global Management, Inc.
RSUs, share options and restricted share awards	$	107,069	—	%	$	—	$	107,069
Other equity-based compensation awards	4,473		47.1		2,109		2,364
Total equity-based compensation	$	111,542			2,109		109,433
Less other equity-based compensation awards(2)					(2,109)		(16,203)
Capital increase related to equity-based compensation					$	—	$	93,230

(1)Calculated based on average ownership percentage for the period considering issuances of Class A shares or Class A Common Stock, as applicable, during the period.

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

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EQUITY

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

EQUITY

EQUITY

Common Stock

Holders of Class A Common Stock are entitled to participate in dividends from the Company on a pro rata basis.

During the three and six months ended June 30, 2021 and 2020, the Company issued shares of Class A Common Stock 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 shares of Class A Common Stock 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 shares of Class A Common Stock 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.

In January 2019, Apollo increased its authorized share repurchase amount by $250 million, bringing the total authorized repurchase amount to $500 million. On March 12, 2020, Apollo announced that the executive committee of the Company’s board of directors approved a new share repurchase authorization that allows the Company to repurchase up to

$500 million of its Class A common stock. This new authorization increased the Company’s capacity to repurchase shares from $80 million of unused capacity under the Company’s previously approved the share repurchase plan authorization. The share repurchase plan authorization may be used to repurchase outstanding shares of Class A Common Stock as well as to reduce the number of shares of Class A Common Stock to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the Equity Plan (or any successor equity plan thereto). Shares of Class A Common Stock may be repurchased from time to time in open market transactions, in privately negotiated transactions, pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. Apollo is not obligated under the terms of the program to repurchase any of its shares of Class A Common Stock. The repurchase program has no expiration date and may be suspended or terminated by the Company at any time without prior notice.

The table below summarizes the issuance of shares of Class A Common Stock for equity-based awards:

	For the Six Months Ended June 30,
	2021	2020
Shares of Class A Common Stock issued in settlement of vested RSUs and share options exercised(1)	2,980,032	4,366,569
Reduction of shares of Class A Common Stock issued(2)	(1,218,885)	(1,843,305)
Shares of Class A Common Stock purchased related to share issuances and forfeitures(3)	(270,362)	628,639
Issuance of shares of Class A Common Stock for equity-based awards	1,490,785	3,151,903

(1)The gross value of shares issued was $155.2 million and $202.2 million for the six months ended June 30, 2021 and 2020, respectively, based on the closing price of a Class A Common Stock at the time of issuance.

(2)Cash paid for tax liabilities associated with net share settlement was $63.7 million and $85.5 million for the six months ended June 30, 2021 and 2020, respectively.

(3)Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted Class A Common Stock that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's 2007 Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase Class A Common Stock on the open market and retire them. During the six months ended June 30, 2021 and 2020, we issued 56,243 and 636,314 of such restricted shares and 270,362 and 149,042 of such RSUs under the Equity Plan, respectively, and repurchased 326,605 and 0 shares of Class A Common Stock in open-market transactions not pursuant to a publicly-announced repurchase plan or program, respectively. In addition, there were 0 and 7,675 restricted shares forfeited during the six months ended June 30, 2021 and 2020, respectively.

During the six months ended June 30, 2021 and 2020, 1,818,108 and 2,194,095 shares of Class A Common Stock were repurchased in open market transactions as part of the publicly announced share repurchase program discussed above, respectively, and such shares were subsequently canceled by the Company. The Company paid $105.7 million and $64.2 million for these open market share repurchases during the six months ended June 30, 2021 and 2020, respectively.

Preferred Stock Issuance

On March 7, 2017, Apollo issued 11,000,000 6.375% Series A Preferred shares (the “Series A Preferred shares”) for gross proceeds of $275.0 million, or $264.4 million net of issuance costs and on March 19, 2018, Apollo issued 12,000,000 6.375% Series B Preferred shares (the “Series B Preferred shares” and collectively with the Series A Preferred shares, the “Preferred shares”) for gross proceeds of $300.0 million, or $289.8 million net of issuance costs.

As a result of the conversion to a corporation, (i) each Series A Preferred share representing limited liability company interests of Apollo Global Management, LLC (“AGM LLC”) outstanding immediately prior to the effective time of the conversion converted into one issued and outstanding, fully paid and nonassessable share of Series A Preferred Stock, having a liquidation preference of $25.00 per share, of the Company and (ii) each Series B Preferred share representing limited liability company interests of AGM LLC outstanding immediately prior to the effective time of the conversion converted into one issued and outstanding, fully paid and nonassessable share of Series B Preferred Stock, having a liquidation preference of $25.00 per share, of the Company (the Series A Preferred Stock and the Series B Preferred Stock collectively, the “Preferred Stock”).

When, as and if declared by the executive committee of the board of directors of AGM Inc., dividends on the Preferred Stock will be payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2018 for the Series B Preferred Stock, at a rate per annum equal to 6.375%. Dividends on the Preferred Stock are

discretionary and non-cumulative. During 2021, quarterly cash dividends were $0.398438 per share of Series A Preferred Stock and Series B Preferred Stock.

Subject to certain exceptions, unless dividends have been declared and paid or declared and set apart for payment on the Preferred Stock for a quarterly dividend period, during the remainder of that dividend period Apollo may not declare or pay or set apart payment for dividends on any shares of Class A Common Stock or any other equity securities that the Company may issue in the future ranking as to the payment of dividends, junior to the Preferred Stock (“Junior Stock”) and Apollo may not repurchase any Junior Stock.

The Series A Preferred Stock and the Series B Preferred Stock may be redeemed at Apollo’s option, in whole or in part, at any time on or after March 15, 2022 and March 15, 2023, respectively, at a price of $25.00 per share of Preferred Stock, plus declared and unpaid dividends to, but excluding, the redemption date, without payment of any undeclared dividends. Holders of the Preferred Stock will have no right to require the redemption of the Preferred Stock 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 and March 15, 2023 for the Series A Preferred Stock and the Series B Preferred Stock, respectively, the Preferred Stock 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 share of Preferred Stock, plus declared and unpaid dividends to, but excluding, the redemption date, without payment of any undeclared dividends. If a certain rating agency event occurs prior to March 15, 2023, the Series B Preferred Stock 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 rating agency event, at a price of $25.50 per share of Series B Preferred Stock, plus declared and unpaid dividends to, but excluding, the redemption date, without payment of any undeclared dividends. If (i) a change of control event occurs (whether before, on or after March 15, 2022 and March 15, 2023 for the Series A Preferred Stock and the Series B Preferred Stock, respectively) and (ii) Apollo does not give notice prior to the 31st day following the change of control event to redeem all the outstanding Preferred Stock, the dividend rate per annum on the Preferred Stock will increase by 5.00%, beginning on the 31st day following such change of control event.

The Preferred Stock are not convertible into Class A Common Stock and have no voting rights, except in limited circumstances as provided in the Company’s certificate of incorporation. In connection with the issuance of the Preferred Stock, 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 Stock.

Dividends and Distributions

The table below presents information regarding the quarterly dividends and distributions which were made at the sole discretion of the executive committee of the board of directors (in millions, except per share data). Certain subsidiaries of AGM Inc. may be subject to U.S. federal, state, local and non-U.S. income taxes at the entity level and may pay taxes and/or make payments under the tax receivable agreement in a given fiscal year; therefore, the net amounts ultimately distributed by AGM Inc. to its Class A Common Stockholders in respect of each fiscal year are generally expected to be less than the net amounts distributed to AOG Unitholders.

Dividend Declaration Date	Dividend per share of Class A Common Stock		Payment Date	Dividend to Class A Common Stockholders		Distribution to Non-Controlling Interest Holders in the Apollo Operating Group			Total Distributions from Apollo Operating Group		Distribution Equivalents on Participating Securities
January 30, 2020	$	0.89	February 28, 2020	$	205.6	$	155.6		$	361.2	$	7.2
N/A	—		April 15, 2020	—		43.0		(1)	43.0		—
May 1, 2020	0.42		May 29, 2020	96.2		85.7			181.9		3.6
July 30, 2020	0.49		August 31, 2020	112.1		100.0			212.1		4.0
October 29, 2020	0.51		November 30, 2020	116.7		104.0			220.7		4.1
For the Year Ended December 31, 2020	$	2.31		$	530.6	$	488.3		$	1,018.9	$	18.9
February 03, 2021	$	0.60	February 26, 2021	$	139.2	$	121.4		$	260.6	$	5.1
N/A	—		April 14, 2021	—		41.8		(1)	41.8		—
May 04, 2021	0.50		May 28, 2021	115.5		100.9			216.4		4.0
N/A	—		June 15, 2021	—		19.5		(1)	19.5		—
For the Six Months Ended June 30, 2021	$	1.10		$	254.7	$	283.6		$	538.3	$	9.1

(1)    On April 14, 2021 and April 15, 2020 the Company made a $0.15 and $0.21 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with payments made under the tax receivable agreement. See note 14 for more information regarding the tax receivable agreement. On April 14, 2021 and June 15, 2021, the Company made a $0.03 and $0.08 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with U.S. corporate tax payments.

Non-Controlling Interests

As discussed in note 1, Athene Holding acquired 29,154,519 non-voting equity interests of the Apollo Operating Group, which as of June 30, 2021 represented a 6.7% economic interest in the Apollo Operating Group. 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,
	2021			2020			2021			2020
Net income (loss) attributable to Non-Controlling Interests in consolidated entities:
Interest in management companies and a co-investment vehicle(1)	$	1,317		$	1,031		$	2,597		$	1,279
Other consolidated entities	114,959			40,037			184,257			(124,620)
Net income (loss) attributable to Non-Controlling Interests in consolidated entities	$	116,276		$	41,068		$	186,854		$	(123,341)
Net income (loss) attributable to Non-Controlling Interests in the Apollo Operating Group:
Net income (loss)	$	1,505,460		$	999,085		$	3,023,963		$	(1,284,758)
Net income (loss) attributable to Non-Controlling Interests in consolidated entities	(116,276)			(41,068)			(186,854)			123,341
Net income (loss) after Non-Controlling Interests in consolidated entities	1,389,184			958,017			2,837,109			(1,161,417)
Adjustments:
Income tax provision (benefit)(2)	194,051			140,323			397,297			(155,530)
NYC UBT and foreign tax benefit(3)	(7,727)			(3,181)			(13,481)			(10,643)
Net income (loss) in non-Apollo Operating Group entities	1,253			10			4			18
Series A Preferred Stock Dividends	(4,383)			(4,383)			(8,766)			(8,766)
Series B Preferred Stock Dividends	(4,781)			(4,782)			(9,562)			(9,563)
Total adjustments	178,413			127,987			365,492			(184,484)
Net income (loss) after adjustments	1,567,597			1,086,004			3,202,601			(1,345,901)
Weighted average ownership percentage of Apollo Operating Group	46.6		%	47.1		%	46.6		%	46.7		%
Net income (loss) attributable to Non-Controlling Interests in Apollo Operating Group	$	731,457		$	511,688		$	1,500,492		$	(611,528)
Net income (loss) attributable to Non-Controlling Interests	$	847,733		$	552,756		$	1,687,346		$	(734,869)
Other comprehensive income (loss) attributable to Non-Controlling Interests	3,571			6,223			(10,193)			(818)
Comprehensive Income (Loss) Attributable to Non-Controlling Interests	$	851,304		$	558,979		$	1,677,153		$	(735,687)

(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 AGM Inc. and its subsidiaries 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 New York City Unincorporated Business Tax (“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, 2021

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIESManagement 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 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. Other related party transactions include loans to employees and periodic sales of ownership interests in Apollo funds to employees. Due from related parties and due to related parties are comprised of the following:

	As of June 30, 2021		As of December 31, 2020
Due from Related Parties:
Due from credit funds	$	206,904	$	183,992
Due from private equity funds	25,318		21,169
Due from real assets funds	38,194		28,231
Due from portfolio companies	63,119		80,122
Due from Contributing Partners, employees and former employees	92,392		148,869
Total Due from Related Parties	$	425,927	$	462,383
Due to Related Parties:
Due to Co-Founders and Contributing Partners	$	306,635	$	310,230
Due to credit funds	31,876		34,280
Due to private equity funds	65,604		216,899
Due to real assets funds	35,547		47,060
Total Due to Related Parties	$	439,662	$	608,469

Tax Receivable Agreement

Subject to certain restrictions, each of the Co-Founders and Contributing Partners has the right to exchange his vested AOG Units for the Company’s Class A Common Stock. All Operating Group entities have made, or will make, 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 the basis of underlying assets that will reduce the amount of tax that AGM Inc. and its subsidiaries will otherwise be required to pay in the future.

The tax receivable agreement provides for the payment to the Co-Founders and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that AGM Inc. and its subsidiaries realizes as a result of the increases in tax basis of assets that resulted from the 2007 Reorganization, the Conversion, and other exchanges of AOG Units for Class A Common Stock that have occurred in prior years. AGM Inc. and its subsidiaries retain 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.

As a result of the exchanges of AOG Units for Class A Common Stock during the six months ended June 30, 2021 and 2020, a $38.2 million and $62.5 million liability was recorded, respectively, to estimate the amount of the future expected payments to be made by AGM Inc. and its subsidiaries to the Co-Founders and Contributing Partners pursuant to the tax receivable agreement. In April 2021, Apollo made a $39.9 million cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2020 tax year. In connection with this payment, the Company made a corresponding pro rata distribution of $34.7 million ($0.15 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group. In April 2020, Apollo made a $48.2 million cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2019 tax year. In connection with this payment, the Company made a corresponding pro rata distribution of $43.0 million ($0.21 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group.

Pursuant to the binding governance term sheet the Company entered into with the Co-Founders, all AOG Units beneficially owned by each holder of AOG Units (other than Athene) will be transferred to a wholly-owned subsidiary of a newly formed holding company (“NewCo”) and one or more of its affiliates in a series of transactions in exchange for (i) such number of shares of Class A common stock of NewCo equal to the aggregate number of AOG Units beneficially owned by such AOG Unit owners as of immediately prior to the mandatory exchange (such AOG Units, the “Outstanding AOG Units”) and (ii) an aggregate amount in cash equal to the product of (a) number of Outstanding AOG Units multiplied by (b) $3.66, payable over a period of four years in equal quarterly installments (the “AOG Unit Payment”); provided, however, that in the event that the Company consummates the transactions contemplated by the Merger Agreement simultaneously with the mandatory exchange, the AOG Unit Payment will be payable over the period between the date on which the transactions contemplated by the Merger Agreement are consummated and the third anniversary of the Mandatory Exchange Date in equal quarterly installments (such transactions collectively, the “mandatory exchange”).

The term sheet also states that the tax receivable agreement will not be applicable for the mandatory exchange, but will remain in effect for any exchanges occurring prior to the mandatory exchange date.

Due from Contributing Partners, Employees and Former Employees

As of June 30, 2021 and December 31, 2020, 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, 2021 and December 31, 2020, the balance included interest-bearing employee loans receivable of $15.8 million and $17.5 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, 2021 and December 31, 2020 of $67.7 million and $124.1 million, respectively.

Indemnity

Performance revenues from certain funds can be distributed to the Company on a current basis, but are subject to repayment by the subsidiaries of the Apollo Operating Group that act as general partners of the funds in the event that certain specified return thresholds are not ultimately achieved. The Co-Founders, Contributing Partners and certain other investment professionals have personally guaranteed, 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 Co-Founders’ or Contributing Partner’s distributions. Pursuant to an existing shareholders agreement, the Company has agreed to indemnify each of the Company’s Co-Founders 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 Co-Founders and Contributing Partners have contributed or sold to the Apollo Operating Group.

Accordingly, in the event that the Company’s Co-Founders, 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 with respect to Fund IV, Fund V and Fund VI, the Company will be obligated to reimburse the Company’s Co-Founders 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 $13.2 million and $12.8 million as of June 30, 2021 and December 31, 2020, respectively.

Due to Credit, Private Equity and Real Assets Funds

Based upon an assumed liquidation of certain of the credit, private equity and real assets funds the Company manages, the Company has recorded a general partner obligation to return previously distributed performance allocations, which represents amounts due to these funds. The general partner obligation is recognized based upon an assumed 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 or other governing document of the fund.

The following table presents the general partner obligation to return previously distributed performance allocations related to certain funds by segment:

	As of June 30, 2021		As of December 31, 2020
Credit	$	—	$	—
Private Equity	65,289		215,011
Real Assets	35,367		46,860
Total general partner obligation	$	100,656	$	261,871

Athene

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 is currently listed on the New York Stock Exchange under the symbol “ATH”.

The Company provides asset management and advisory 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 September 20, 2018, Athene and Apollo agreed to revise the existing fee arrangements (the “amended fee agreement”) between Athene and Apollo. The Company began recording fees pursuant to the amended fee agreement on January 1, 2019. The amended fee agreement provides for sub-allocation fees which vary based on portfolio allocation differentiation, as described below.

The amended fee agreement provides for a monthly fee to be payable by Athene to the Company in arrears, with retroactive effect to the month beginning on January 1, 2019, in an amount equal to the following, to the extent not otherwise payable to the Company pursuant to any one or more investment management or sub-advisory agreements or arrangements:

(i)    The Company, through its consolidated subsidiary Apollo Insurance Solutions Group LP, or ISG, earns a base management fee of 0.225% per year on the aggregate market value of substantially all of the assets in substantially all of the investment accounts of or relating to Athene (collectively, the “Athene Accounts”) up to $103.4 billion (the level of assets in the Athene Accounts as of January 1, 2019, excluding certain assets, the “Backbook Value”) and 0.150% per year on all assets in excess of $103.4 billion (the “Incremental Value”), respectively; plus

(ii)    with respect to each asset in an Athene Account, subject to certain exceptions, that is managed by the Company and that belongs to a specified asset class tier (“core,” “core plus,” “yield,” and “high alpha”), a sub-allocation fee as follows, which will, in the case of assets acquired after January 1, 2019, be subject to a cap of 10% of the applicable asset’s gross book yield:

	As of June 30, 2021
Sub-Allocation Fees:
Core Assets(1)	0.065	%
Core Plus Assets(2)	0.130	%
Yield Assets(3)	0.375	%
High Alpha Assets(4)	0.700	%
Other Assets (5)	—	%

(1)Core assets include public investment grade corporate bonds, municipal securities, agency residential or commercial mortgage backed securities and obligations of any governmental agency or government sponsored entity that is not expressly backed by the U.S. government.

(2)Core plus assets include private investment grade corporate bonds, fixed rate first lien commercial mortgage loans and obligations issued or assumed by a financial institution (such an institution, a “financial issuer”) and determined by Apollo to be “Tier 2 Capital” under the Basel III recommendations developed by the Basel Committee on Banking Supervision (or any successor to such recommendations).

(3)Yield assets include non-agency residential mortgage-backed securities, investment grade collateralized loan obligations, certain asset-backed securities, commercial mortgage-backed securities, emerging market investments, below investment grade corporate bonds, subordinated debt obligations, hybrid securities or surplus notes issued or assumed by a financial issuer, as rated preferred equity, residential mortgage loans, bank loans, investment grade infrastructure debt and certain floating rate commercial mortgage loans.

(4)High alpha assets include subordinated commercial mortgage loans, below investment grade collateralized loan obligations, unrated preferred equity, debt obligations originated by MidCap, below investment grade infrastructure debt, certain loans originated directly by Apollo and agency mortgage derivatives.

(5)Other Assets include cash, treasuries, equities and alternatives. With respect to equities and alternatives, Apollo earns performance revenues of 0% to 20%.

Athene and Apollo Strategic Transaction

On October 28, 2019 Athene Holding, AGM Inc. and the entities that form the Apollo Operating Group entered into a Transaction Agreement, pursuant to which, among other things:

•(i) Athene Holding issued, on February 28, 2020 (the “Closing Date”), 35,534,942 Class A common shares of Athene Holding (the “AHL Class A Common Shares”) to certain subsidiaries of the Apollo Operating Group in exchange for (i) issuance by the Apollo Operating Group of 29,154,519 non-voting equity interests of the Apollo Operating Group to AHL and (ii) $350 million in cash (“Share Issuance”);

•Athene Holding granted to AGM Inc. the right to purchase additional AHL Class A Common Shares from the Closing Date until 180 days thereafter to the extent the issued and outstanding AHL Class A Common Shares beneficially owned by Apollo and certain of its related parties and employees (collectively, the “Apollo Parties”) (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy) do not equal at least 35% of the issued and outstanding AHL Class A Common Shares, on a fully diluted basis;

•A representative of the Apollo Operating Group has the right to purchase up to that number of AHL Class A Common Shares that would increase by up to 5% the percentage of the issued and outstanding AHL Class A Common Shares beneficially owned by the Apollo Parties (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy), calculated on a fully diluted basis;

•Athene Holding amended and restated its Twelfth Amended and Restated Bye-laws of Athene Holding to, among other items, eliminate Athene Holding’s multi-class share structure (“Multi-Class Share Elimination”). In connection with the Multi-Class Share Elimination, (i) all of the Class B common shares of Athene Holding would be converted into an equal number of AHL Class A Common Shares on a one-for-one basis and (ii) all of the Class M common shares of Athene Holding were converted into a combination of AHL Class A Common Shares and warrants to purchase AHL Class A Common Shares.

On February 28, 2020, Apollo and Athene closed on the strategic transaction discussed above. In connection with the transaction, Apollo purchased a 17% incremental equity stake in Athene at a premium, bringing Apollo’s beneficial ownership in Athene to 28%, or 35% including shares and warrants owned by related parties and employees, on a fully diluted basis. Apollo entered into a lock-up agreement restricting transfers of Apollo’s existing and newly acquired shares of Athene for three years from the Closing Date.

As of June 30, 2021 and December 31, 2020, the Company held a 28.4% and an 28.5% ownership interest in the AHL Class A Common Shares, respectively.

Liquidity Agreement

In connection with the consummation of the Share Issuance and the Multi-Class Share Elimination, AGM Inc. also entered into a Liquidity Agreement, dated as of the Closing Date, with Athene Holding (the “Liquidity Agreement”), pursuant to which, once each quarter, Athene Holding is entitled to request to sell a number of AOG Units or request AGM Inc. to sell a number of shares of AGM Inc. Class A Common Stock or AOG Units representing at least $50 million, in each case, in exchange for payment of the Cash Amount (as defined below). If Athene Holding intends to exercise such sale request, it will provide a notice of such intent to sell such AOG Units to AGM Inc. Upon receipt of such notice, subject to certain restrictions described below, AGM Inc. will consummate, or, in the case of an AOG Transaction (as defined below), permit the consummation of, one of the following transactions:

•a transaction whereby AGM Inc. purchases AOG Units from Athene Holding at a price agreed upon, in good faith, by AGM Inc. and Athene Holding (a “Purchase Transaction”);

•if Athene Holding and AGM Inc. do not agree to consummate a Purchase Transaction, AGM Inc. will use its best efforts to consummate a public offering of AGM Inc. Class A Common Stock, the proceeds (net of certain commissions, fees and expenses consistent with customary and prevailing market practices for similar offerings) of which will be used to fund the purchase of AOG Units from Athene Holding (a “Registered Sale”);

•if AGM Inc. notifies Athene Holding that it cannot consummate a Registered Sale, upon Athene Holding’s request, AGM Inc. will use its best efforts to consummate a sale of AGM Inc. Class A Common Stock pursuant to an

exemption from the registration requirements of the Securities Act, the proceeds (net of certain commissions, fees and expenses consistent with customary and prevailing market practices for similar offerings) of which will be used to fund the purchase of AOG Units from Athene Holding (a “Private Placement,” and collectively with a Purchase Transaction and a Registered Sale, a “Sale Transaction”); or

•if AGM Inc. elects (in its sole discretion) not to consummate a Sale Transaction, Athene Holding will be permitted to sell AOG Units in one or more transactions that are exempt from the registration requirements of the Securities Act, subject to certain restrictions (an “AOG Transaction”).

For purposes of this description, “Cash Amount” means (i) in the case of a Registered Sale, the cash proceeds that AGM Inc. receives upon the consummation of a Registered Sale after deducting a capped amount of documented commissions, fees and expenses, (ii) in the case of a Purchase Transaction, the cash proceeds to which AGM Inc. and Athene Holding agree, (iii) in the case of a Private Placement, the cash proceeds that AGM Inc. receives upon the consummation of a Private Placement after deducting a capped amount of documented commissions, fees and expenses and (iv) in the case of an AOG Transaction, the cash proceeds to which the purchaser and Athene Holding agree. Each of the Purchase Transaction, Private Placement, Registered Sale and AOG Transaction are subject to the terms and conditions set forth in the Liquidity Agreement.

In the event that an AOG Transaction is consummated, the buyer of such AOG Units will be prohibited from exchanging such AOG Units into AGM Inc. Class A Common Stock for at least 30 days after such purchase. Athene Holding is prohibited from consummating an AOG Transaction with any purchaser (i) who would, after giving effect to such transfer, own more than 3.5% of the issued and outstanding AGM Inc. Class A Common Stock (on a fully-diluted basis) or (ii) who is a “bad actor” (as defined in Regulation D of the Act) or otherwise a prohibited transferee, as described in the Liquidity Agreement.

Athene Holding’s liquidity rights are subject to certain other limitations and obligations, including that in a Registered Sale or a Private Placement, AGM Inc. will not be required to sell any AGM Inc. Class A Common Stock at a price that is less than 90% of the volume-weighted average price of the AGM Inc. Class A Common Stock for the 10 consecutive business days prior to the day Athene Holding submits a notice for sale of AOG Units.

The Liquidity Agreement also provides that Athene Holding is prohibited from transferring its AOG Units other than to an affiliate or pursuant to the options set forth above. AGM Inc. has the right not to consummate a Registered Sale or a Private Placement if the recipient of the Class A Common Stock would receive more than 2.0% of the outstanding and issued shares of AGM Inc. Class A Common Stock. Additionally, AGM Inc. has the right not to consummate an AOG Transaction if the recipient would, following such AOG Transaction, be the beneficial owner of greater than 3.5% of the AOG Units.

Merger Agreement

On March 8, 2021, AGM Inc. entered into the Merger Agreement with AHL, HoldCo, AHL Merger Sub, and AGM Merger Sub.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, AGM Inc. and AHL will effect an all-stock merger transaction to combine their respective businesses through: (a) the AHL Merger, with AHL as the surviving entity in the AHL Merger and a direct wholly owned subsidiary of HoldCo and (b) the AGM Merger with AGM as the surviving entity in the AGM Merger and a direct wholly owned subsidiary of HoldCo. The Mergers are intended to become effective concurrently and, upon the consummation of the Mergers, AGM Inc. and AHL will be direct wholly owned subsidiaries of HoldCo. Following the Mergers and the closing of the transactions contemplated by the Merger Agreement, HoldCo will be renamed “Apollo Global Management, Inc.” The transaction is expected to close in January of 2022. The transaction requires the approval of stockholders of both Apollo and AHL, and is subject to, among other things, antitrust and regulatory approvals, and other customary closing conditions.

Upon the terms and subject to the conditions of the Merger Agreement, which has been approved by the boards of directors of both companies, as well as the conflicts committee of AGM’s board and a special committee of certain disinterested members of the board of directors of AHL, at the effective time of the AHL Merger, each issued and outstanding share of AHL Class A common stock, par value $0.001 per share (“AHL shares”) (other than AHL shares held by AHL as treasury shares (including HoldCo, AHL Merger Sub, AGM Merger Sub and the respective controlled funds of AGM Inc. or any direct or indirect wholly owned subsidiary of AGM Inc.)), will be converted automatically into the right to receive 1.149 duly authorized, validly issued, fully paid and nonassessable shares of Class A common stock, par value $0.00001 per share, of HoldCo (such shares, “HoldCo Shares”) and any cash paid in lieu of fractional HoldCo Shares. The exchange ratio is fixed and

will not be adjusted for changes in the market value of the AGM Class A Shares or the AHL Shares. No fractional HoldCo Shares will be issued in connection with the AHL Merger, and AHL’s shareholders will receive cash in lieu of any fractional HoldCo Shares.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the AGM Merger, each issued and outstanding share of AGM Inc. Class A shares (other than Class A shares (a) held by AGM Inc. as treasury shares or (b) by AGM Merger Sub or any direct or indirect wholly owned subsidiary of AGM Inc.) will be converted automatically into one (1) HoldCo Share.

At the effective time of the AGM Merger, each of the issued and outstanding series of preferred shares of AGM Inc. will remain issued and outstanding as preferred shares of the AGM Surviving Entity, and at the effective time of the AHL Merger, each of the issued and outstanding preferred shares of AHL will remain issued and outstanding as preferred shares of the AHL Surviving Entity, in each case as described further in the Merger Agreement.

At the effective time of the AHL Merger, each of the issued and outstanding warrants of AHL that is outstanding immediately prior to the effective time of the AHL Merger will, automatically and without any action on the part of the holder of an AHL warrant, remain outstanding in accordance with its terms, or, alternatively, be exchanged for such consideration from HoldCo in connection with the transactions contemplated by the Merger Agreement as may be agreed in writing by AGM Inc. and AHL prior to the effective time of the AHL Merger.

At the effective time of the AHL Merger, each outstanding option to purchase AHL Shares, award of restricted AHL Shares and award of AHL restricted share units will be converted into a similar award (with the same terms and conditions) with respect to HoldCo Shares based on the exchange ratio, in each case, as described further in the Merger Agreement; except that outstanding awards of restricted AHL Shares and AHL restricted share units, in each case, that are subject to performance-based vesting conditions, will convert into time-based awards with respect to HoldCo Shares based on the applicable target-level of performance and will vest at the end of the applicable performance period.

At the effective time of the AGM Merger, each outstanding option to purchase AGM Inc. Class A shares, award of restricted AGM Inc. Class A shares and award of AGM Inc. restricted share units will be converted into a similar award (with the same terms and conditions, including any performance conditions) with respect to HoldCo Shares, in each case, as described further in the Merger Agreement.

The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement, AGM Inc. will be obligated to pay AHL a cash termination fee of $81.9 million if: (i) the board of directors of AGM Inc. withdraws, suspends, withholds or in any manner adverse to AHL amends its recommendation of approval of the AGM Merger and the Merger Agreement by AGM stockholders, and (ii) AGM Inc. stockholder approval of the AGM Merger and the Merger Agreement is not obtained at the AGM Inc. stockholder meeting at which the AGM Merger and the Merger Agreement is submitted for approval.

Athora

The Company, through ISGI, provides investment advisory services to certain portfolio companies of Apollo funds and Athora, a strategic platform that acquires or reinsures blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora Accounts”). The Company had commitments to make additional equity investments in Athora of $296.4 million as of June 30, 2021, subject to certain conditions.

Athora Sub-Advised

The Company, through ISGI, provides sub-advisory services with respect to a portion of the assets in certain portfolio companies of Apollo funds and the Athora Accounts. The Company broadly refers to “Athora Sub-Advised” assets as those assets in the Athora Accounts which the Company explicitly sub-advises as well as those assets in the Athora Accounts which are invested directly in funds and investment vehicles Apollo manages.

The Company earns a base management fee on the aggregate market value of substantially all of the investment accounts of or relating to Athora and also a sub-advisory fee on the Athora Sub-Advised assets, which varies depending on the specific asset class.

The following table presents the revenues earned in aggregate from Athene and Athora:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Revenues earned in aggregate from Athene and Athora, net(1)(2)	$	1,179,485	$	463,823	$	1,796,116	$	(661,670)

(1)    Consisting of management fees, sub-advisory fees, performance revenues (net of related profit sharing expense) and changes in the market value of the Athene Holding shares owned directly by Apollo.

(2)    Gains (losses) on the market value of the shares of Athene Holding owned directly by Apollo were $912.0 million and $267.0 million for the three months ended June 30, 2021 and 2020, respectively, and $1.3 billion and $(996.4) million for the six months ended June 30, 2021 and 2020, respectively.

AINV Amended and Restated Investment Advisory Management Agreement

On May 17, 2018, the board of directors of AINV approved an amended and restated investment advisory management agreement with Apollo Investment Management, L.P., the Company’s consolidated subsidiary, which reduced the base management fee and revised the incentive fee on income to include a total return requirement. Effective April 1, 2018, the base management fee was reduced from 2.0% to 1.5% of the average value of AINV’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters; provided, however, the base management fee would be 1.0% of the average value of AINV’s gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) that exceeds the product of (i) 200% and (ii) the value of AINV’s net asset value at the end of the most recently completed calendar quarter. In addition, beginning January 1, 2019, the incentive fee on income calculation included a total return requirement with a rolling twelve quarter look-back starting from April 1, 2018. The incentive fee rate remained 20% and the performance threshold remained 1.75% per quarter (7% annualized).

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, 2021. From time to time, this entity is involved in transactions with related parties of Apollo, including portfolio companies of the funds Apollo manages, as well as third parties, whereby AGS earns underwriting and transaction fees for its services.

Investment in SPACs

On October 6, 2020, APSG, a SPAC, completed an initial public offering, ultimately raising total gross proceeds of $817 million, including the underwriters’ subsequent partial exercise of their over-allotment option. In a private placement concurrent with the initial public offering, APSG sold warrants to APSG Sponsor, L.P., a subsidiary of Apollo, for total gross proceeds of $18.3 million. APSG Sponsor, L.P. also holds Class B ordinary shares of APSG. Apollo currently consolidates APSG as a voting interest entity, and thus all private placement warrants and Class B ordinary shares are eliminated in consolidation.

On February 12, 2021, APSG II, a SPAC, completed an initial public offering, raising total gross proceeds of $690 million, including the underwriters’ exercise in full of their over-allotment option. In a private placement concurrent with the initial public offering, APSG II sold warrants to APSG Sponsor II, L.P., a subsidiary of Apollo, for total gross proceeds of $15.6 million. APSG Sponsor II, L.P. also holds Class B ordinary shares of APSG II. Apollo currently consolidates APSG II as a voting interest entity, and thus all private placement warrants and Class B ordinary shares are eliminated in consolidation.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIESInvestment Commitments—As a limited partner, general partner and manager of the Apollo funds, Apollo had unfunded capital commitments as of June 30, 2021 and December 31, 2020 of $1.0 billion and $1.0 billion, respectively, of which $253.7 million and $348.0 million, respectively, related to Fund IX.

Debt Covenants—Apollo’s debt obligations contain various customary loan covenants. As of June 30, 2021, the Company was not aware of any instances of non-compliance with the financial covenants contained in the documents governing the Company’s debt obligations.

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

On August 3, 2017, a complaint was filed in the United States District Court for the Middle District of Florida against AGM Inc., a senior partner of Apollo and a former principal of Apollo by Michael McEvoy on behalf of a purported class of employees of subsidiaries of CEVA Group, LLC (“CEVA Group”) who purchased shares in CEVA Investment Limited (“CIL”), the former parent company of CEVA Group. The complaint alleged 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. On February 9, 2018, the Bankruptcy Court for the Southern District of New York held that the claims asserted in the complaint were assets of CIL, which is a chapter 7 debtor, and that the complaint was null and void as a violation of the automatic stay. McEvoy subsequently revised his complaint to attempt to assert claims that do not belong to CIL. The amended complaint no longer named any individual defendants, but Apollo Management VI, L.P. and CEVA Group were added as defendants. The amended complaint sought damages of approximately €30 million and asserts, among other things, claims for violations of the Investment Advisers Act of 1940, breach of fiduciary duties, and breach of contract. On December 7, 2018, after receiving permission from the Bankruptcy Court, McEvoy filed his amended complaint in the District Court in Florida. On January 18, 2019, Apollo filed a motion to dismiss the amended complaint. A hearing on that motion was held December 3, 2019. On January 6, 2020, the Florida court granted in part Apollo’s motion to dismiss, dismissing McEvoy’s Investment Advisers Act claim with prejudice, and denying without prejudice Apollo’s motion with respect to the remaining claims, and directing the parties to conduct limited discovery, and submit new briefing, solely with respect to the statute of limitations. On July 30, 2020, Apollo and CEVA filed a joint motion for summary judgment on statute of limitations grounds. On June 29, the District Court issued a decision denying the defendants’ joint motion for summary judgment on statute of limitations grounds, and set deadlines on July 23, 2021 for the plaintiff to file an amended complaint and August 20, 2021 for defendants to answer or move to dismiss the amended complaint. Plaintiff filed his second amended complaint on July 23, 2021 which added alleged grounds for tolling the statute of limitations. Also on July 23, 2021, the defendants filed a joint motion for reconsideration with respect to aspects of the District Court’s June 29, 2021 decision. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On December 21, 2017, Harbinger Capital Partners II, LP, Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Harbinger Capital Partners Special Situations GP, LLC, Harbinger Capital Partners Offshore Manager, L.L.C., Global Opportunities Breakaway Ltd. (in voluntary liquidation), and Credit Distressed Blue Line Master Fund, Ltd. (collectively, “Harbinger”) commenced an action in New York Supreme Court captioned Harbinger Capital Partners II LP et al. v. Apollo Global Management LLC, et al. (No. 657515/2017). The complaint named as defendants (i) AGM Inc., (ii) the funds managed by Apollo that invested in SkyTerra Communications, Inc. (“SkyTerra”) equity before selling their interests to Harbinger under an April 2008 agreement that closed in 2010, and (iii) six former SkyTerra directors, five of whom are current or former Apollo employees. The complaint alleged that during the period of Harbinger’s various equity and debt investments in SkyTerra, from 2004 to 2010, the defendants concealed from Harbinger material defects in SkyTerra technology that was to be used to create a new mobile wi-fi network. The complaint alleged that Harbinger would not have made investments in SkyTerra totaling approximately $1.9 billion had it known of the defects, and that the public disclosure of these defects ultimately led to SkyTerra filing for bankruptcy in 2012 (after it had been renamed LightSquared). The complaint asserted claims against (i) all defendants for fraud, civil conspiracy, and negligent misrepresentation, (ii) AGM Inc. and the Apollo-managed funds only for breach of fiduciary duty, breach of contract, and unjust enrichment, and (iii) the SkyTerra director defendants only for aiding and abetting breach of fiduciary duty. The complaint sought $1.9 billion in damages, as well as punitive damages, interest, costs, and fees. This action was stayed from February 14, 2018, through June 12, 2019. On February 14, 2018, the defendants moved the United States Bankruptcy Court for the Southern District of New York to reopen the LightSquared bankruptcy proceeding for the limited purpose of enforcing Harbinger’s assignment and release in that bankruptcy of the claims that it asserted in the New York state court action (the “Bankruptcy Motion”). Briefing and hearing on the Bankruptcy Motion were adjourned while the state court stay was pending. On June 12, 2019, Harbinger voluntarily discontinued the state action without prejudice subject to a tolling agreement, and Apollo voluntarily withdrew the Bankruptcy Motion subject to a right to refile the motion if Harbinger were to refile the state court action. On June 8, 2020, Harbinger refiled its litigation in New York Supreme Court, captioned Harbinger Capital Partners II, LP et al. v. Apollo Global Management, LLC et al. (No. 652342/2020).  The complaint adds eight new defendants:

two former SkyTerra executives, one former SkyTerra consultant, and five entities (four of whom have since been dismissed) that were Harbinger’s counterparties in a transaction involving TVCC One Six Holdings LLC (“TVCC”).  It also adds three new claims relating to Harbinger’s contention that the new defendants induced Harbinger to buy TVCC to support SkyTerra’s network even though they allegedly knew that the network had material defects. The parties agreed to stay this action until November 15, 2020. On November 23, 2020, Defendants refiled the Bankruptcy Motion, and on November 24, 2020, filed in the state court a motion to stay the state court proceedings pending a ruling by the Bankruptcy Court on the Bankruptcy Motion. On February 1, 2021, the Bankruptcy Court denied the Bankruptcy Motion. On March 31, 2021, Defendants filed their motions to dismiss the New York Supreme Court action. Harbinger opposed those motions on June 15, 2021. Defendants’ replies were due on July 29, 2021. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Five shareholders filed substantially similar putative class action lawsuits in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida in March, April, and May 2018, alleging violations of the Securities Act in connection with the January 19, 2018 IPO of ADT Inc. common stock. The actions were consolidated on July 10, 2018, and the case was re-captioned, In re ADT Inc. Shareholder Litigation. On August 24, 2018, the state-court plaintiffs filed a consolidated complaint naming as defendants ADT Inc., several ADT officers and directors, the IPO underwriters (including Apollo Global Securities, LLC), AGM Inc. and certain other Apollo affiliates. Plaintiffs generally alleged that the registration statement and prospectus for the IPO contained false and misleading statements and failed to disclose material information about certain litigation in which ADT was involved, ADT’s efforts to protect its intellectual property, and competitive pressures ADT faced. Defendants filed motions to dismiss the consolidated complaint on October 23, 2018, and those motions were fully briefed. On May 21, 2018, a similar shareholder class action lawsuit was filed in the United States District Court for the Southern District of Florida, naming as defendants ADT, several officers and directors, and AGM Inc. The federal action, captioned Perdomo v. ADT Inc., generally alleged that the registration statement was materially misleading because it failed to disclose ongoing deterioration in ADT’s financial results, along with certain customer and business metrics. On July 20, 2018, several alleged ADT shareholders filed competing motions to be named lead plaintiff in the federal action. On November 20, 2018, the court appointed a lead plaintiff, and on January 15, 2019, the lead plaintiff filed an amended complaint. The amended complaint named the same Apollo-affiliated defendants as the state-court action, along with three new Apollo entities. Defendants filed motions to dismiss on March 25, 2019. On July 26, 2019, the state court denied defendants’ motions to dismiss, except it reserved judgment on the question whether it has personal jurisdiction over certain defendants, including the Apollo defendants. On September 12, 2019, all parties to the state and federal actions reached a settlement in principle that would resolve both actions. The plaintiffs in the federal action voluntarily dismissed their action on October 28, 2019, and the settlement was submitted to the state court for approval. On January 8, 2021, the state court entered a final order and judgment approving the settlement and dismissing the state action with prejudice. The settlement requires no payment from any Apollo defendants.

On May 3, 2018, Caldera Holdings Ltd, Caldera Life Reinsurance Company, and Caldera Shareholder, L.P. (collectively, “Caldera”) filed a summons with notice in the Supreme Court of the State of New York, New York County, naming as defendants AGM Inc., Apollo Management, L.P., Apollo Advisors VIII, L.P., Apollo Capital Management VIII, LLC, Athene Asset Management, L.P., Athene Holding, Ltd., and Leon Black (collectively, “Defendants” and all but Athene Holding, Ltd., the “Apollo Defendants”). On July 12, 2018, Caldera filed a complaint, Index No. 652175/2018 (the “Complaint”), alleging three causes of action: (1) tortious interference with prospective business relations/prospective economic advantage; (2) defamation/trade disparagement/injurious falsehood; and (3) unfair competition. The Complaint sought damages of no less than $1.5 billion, as well as exemplary and punitive damages, attorneys’ fees, interest, and an injunction. Defendants moved to dismiss the Complaint on September 21, 2018 and Caldera filed an amended complaint on January 21, 2019 (the “Amended Complaint”). Defendants moved to dismiss the Amended Complaint, and the Apollo Defendants submitted to the Court a Final Arbitration Award issued on April 26, 2019 in a JAMS arbitration, finding Caldera, Imran Siddiqui, and Ming Dang liable for various causes of action, including breaches of fiduciary duty and/or aiding and abetting thereof. Oral argument on the motions to dismiss was held on May 31, 2019. On December 20, 2019, the Court issued a Decision and Order dismissing Caldera’s complaint in its entirety as against all Defendants. On December 23, 2019, the Apollo Defendants filed a Notice of Entry of the Decision and Order. On January 8, 2020, Caldera filed a Notice of Appeal.

On March 7, 2019, plaintiff Elizabeth Morrison filed an amended complaint in an action captioned Morrison v. Ray Berry, et. al., Case No. 12808-VCG, pending in the Delaware Court of Chancery, adding as defendants AGM Inc. and certain AGM Inc. affiliates. The original complaint had only named as defendants certain officers and directors (the “TFM defendants”) of The Fresh Market, Inc. (“TFM”), claiming that those defendants breached their fiduciary duties to the TFM shareholders in connection with their consideration and approval of a merger agreement between TFM and certain entities affiliated with Apollo, including by engaging in a sale process that improperly favored AGM Inc., and/or Apollo Management

VIII, L.P., by agreeing to an inadequate price and by filing materially deficient disclosures regarding the transaction. In addition to AGM Inc., the amended complaint added as defendants Apollo Overseas Partners (Delaware 892) VIII, L.P., Apollo Overseas Partners (Delaware) VIII, L.P., Apollo Overseas Partners VIII, L.P., Apollo Management VIII, L.P., AIF VIII Management, LLC, Apollo Management, L.P., Apollo Management GP, LLC, Apollo Management Holdings, L.P., Apollo Management Holdings GP, LLC, APO Corp., AP Professional Holdings, L.P., Apollo Advisors VIII, L.P., Apollo Investment Fund VIII, L.P., Pomegranate Holdings, Inc., and other defendants. The amended complaint alleged that the Apollo defendants aided and abetted the breaches of fiduciary duties by the TFM defendants. After the defendants moved to dismiss the complaint on May 1, 2019, Plaintiff filed a second amended complaint on June 3, 2019, maintaining the same claim against the same Apollo defendants as the prior complaint. Defendants moved to dismiss the second amended complaint on July 12, 2019. On December 31, 2019, the court issued a decision dismissing certain of the TFM defendants while denying the motions of others. The court deferred ruling on the motions filed by several defendants, including the Apollo-affiliated defendants. On June 1, 2020, the Court granted the Apollo-affiliated defendants’ motion to dismiss, but the case remained pending against the officer defendants and TFM’s financial advisor in the transaction. On July 7, 2021, the court approved a settlement among the Plaintiff and the remaining defendants. The settlement required no payment from any Apollo-affiliated defendants.

On October 21, 2019, a putative class action complaint was filed in the Delaware Court of Chancery against Presidio, Inc. (“Presidio”), all of the members of Presidio’s board of directors (including five directors who are affiliated with Apollo), and BC Partners Advisors L.P. and Port Merger Sub, Inc. (together, “BCP”) challenging the then-pending acquisition of Presidio by BCP (the “Presidio Merger”). The action is captioned Firefighters Pension System of City of Kansas City, Missouri Trust v. Presidio, Inc. et al, C.A. No. 2019-0839-JTL. The original complaint alleged that the Presidio directors breached their fiduciary duties in connection with the negotiation of the Presidio Merger and that the disclosures Presidio made in its filings with the SEC in connection with the Presidio Merger omitted material information, and that BCP aided and abetted those alleged breaches. On November 5, 2019, the Court of Chancery held a hearing on a motion by plaintiffs to preliminarily enjoin the stockholder vote and denied that motion. On January 28, 2020, following the closing of the Presidio Merger, plaintiffs filed an amended class action complaint, adding as defendants AGM Inc. and AP VIII Aegis Holdings, L.P. (together, the “Apollo Defendants”) and LionTree Advisors, LLC (Presidio’s financial advisor in connection with the Presidio Merger). The amended complaint alleges, among other things, that the Presidio directors breached their fiduciary duties in connection with the Presidio Merger, that the filings with the SEC in connection with the Presidio Merger omitted material information, that the Apollo Defendants were controlling stockholders of Presidio and breached their alleged fiduciary duties to Presidio’s public stockholders, and that BCP, LionTree and the Apollo Defendants aided and abetted breaches of fiduciary duties. The amended complaint seeks, among other relief, declaratory relief, class certification, and unspecified money damages. The defendants completed briefing on motions to dismiss the amended complaint on April 30, 2020. On January 29, 2021, the Court of Chancery issued an opinion and accompanying orders granting the Apollo Defendants’ motion to dismiss, granting the motions to dismiss filed by the directors other than Presidio’s CEO, and denying motions to dismiss as to BCP, Liontree, and Presidio’s CEO. Apollo believes the claims in this action are without merit.

On November 1, 2019, plaintiff Benjamin Fongers filed a putative class action in Illinois Circuit Court, Cook County, against CareerBuilder, LLC (“CareerBuilder”) and AGM Inc. Plaintiff alleges that in March 2019, CareerBuilder changed its compensation plan so that sales representatives such as Fongers would (i) receive reduced commissions; and (ii) only be able to receive commissions for accounts they originated that were not reassigned to anyone else, a departure from the earlier plan.  Plaintiff also claims that the plan applied retroactively to deprive sales representatives of commissions to which they were earlier entitled.  Plaintiff alleges that AGM Inc. exercises complete control over CareerBuilder and thus, CareerBuilder acts as AGM Inc.’s agent.  Based on these allegations, Plaintiff alleges claims against both defendants for breach of written contract, breach of implied contract, unjust enrichment, violation of the Illinois Sales Representative Act, and violation of the Illinois Wage and Payment Collection Act. The defendants removed the action to the Northern District of Illinois on December 5, 2019, and Plaintiff moved to remand on January 6, 2020. On October 21, 2020, the District Court granted the motion to remand. On January 11, 2021, the District Court ordered the Clerk of Court to take the necessary steps to transfer the case back to Illinois Circuit Court, Cook County. On March 8, 2021, Plaintiff filed a motion under 28 U.S.C. § 1447(c) to recover attorneys’ fees of approximately $35,000 for the remand briefing. Defendants filed their opposition on March 31, 2021, and Plaintiff replied on April 14, 2021. Defendants filed motions to dismiss the complaint in the Illinois Circuit Court, Cook County on June 11; plaintiff filed his opposition briefs on July 23; defendants’ replies are due August 13; and a status conference is set for August 18, 2021. CareerBuilder has also filed a Motion for a Protective Order and to Stay Discovery pending the outcome of the motions to dismiss. That motion will be fully briefed on July 26, 2021. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

In March 2020, Frank Funds, which claims to be a former shareholder of MPM Holdings, Inc. (“MPM”), commenced an action in the Delaware Court of Chancery, captioned Frank Funds v. Apollo Global Management, Inc., et al., C.A. No. 2020-0130, against AGM Inc., certain former MPM directors (including three Apollo officers and employees), and members of the consortium that acquired MPM in a May 2019 merger. The complaint asserts, on behalf of a putative class of former MPM shareholders, a claim against Apollo for breach of its fiduciary duties as MPM’s alleged controlling shareholder in connection with the May 2019 merger in which a consortium acquired MPM. Frank Funds seeks unspecified compensatory damages. Apollo believes the claims in this action are without merit. On July 1, 2020, Apollo moved to dismiss the complaint; briefing on that motion did not occur because the complaint was superseded, as described herein. On July 23, 2019, a group of former MPM shareholders filed an appraisal petition in Delaware Chancery Court seeking the fair value of their MPM shares that were purchased through MPM’s May 15, 2019 merger with a consortium of buyers, in an action captioned In re Appraisal of MPM Holdings, Inc., C.A. No. 2019-0519 (Del. Ch.). While Apollo was not a party to the appraisal action, it was served a document subpoena on October 22, 2019, to which it responded. On June 3, 2020, petitioners moved for leave to file a verified amended appraisal petition and class-action complaint that included claims for breach of fiduciary duty and/or aiding and abetting breaches of fiduciary duty against AGM Inc., the Apollo-affiliated fund that owned MPM’s shares before the merger, certain former MPM directors (including three Apollo employees), and members of the consortium that acquired MPM, based on alleged actions related to the May 2019 merger. The petitioners also sought to consolidate their appraisal proceeding with the Frank Funds action, and notified the Delaware Chancery Court via letter on September 23, 2020, that they had reached an agreement in principle with Frank Funds to consolidate the two cases. On November 13, 2020, the Chancery Court granted the parties’ stipulated order to consolidate the two matters, and on December 21, 2020, the Chancery Court granted petitioners’ motion for leave to file the proposed amended complaint. This new consolidated action is captioned In Re MPM Holdings Inc. Appraisal and Stockholder Litigation, C.A. No. 2019-0519 (Del Ch.). Defendants filed motions to dismiss the amended complaint on February 19, 2021, and the motions were fully briefed on July 26, 2021. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On March 12, 2020, AGM Inc. and several investment funds managed by subsidiaries of AGM Inc. (the “Apollo Funds”) were added as defendants in a class action filed by plaintiff Zachary Blair on December 7, 2017, in the Superior Court of California.  Plaintiff alleges he is a former employee of Classic Party Rentals, a party equipment rental company previously owned by the Apollo Funds. Plaintiff alleges that Classic Party Rentals failed to comply with California wage and hour and related laws, and also has asserted claims based on various provisions of the California labor code and California’s unfair competition laws. On October 11, 2019, the court certified a class of current and former non-exempt drivers, assistant drivers, and organizer employees of Classic Party Rentals who were paid on an hourly basis and who worked at Classic Party Rentals in California at any time from December 7, 2013, through the date of the class certification order. After being served with the Complaint in July 2020, a co-defendant removed the matter to the U.S. District Court for the Eastern District of California on August 24, 2020, and AGM Inc. and the Apollo Funds filed a motion to dismiss all claims against them on September 23, 2020. On March 24, 2021, the motion to dismiss was granted and the court dismissed the complaint without prejudice. On June 21, 2021, pursuant to a settlement reached by the parties, the court dismissed with prejudice the plaintiff’s individual claims and without prejudice the putative class claims against AGM Inc. and the Apollo Funds.

On May 29, 2020, plaintiff Vrajeshkumar Patel filed a putative stockholder derivative and class action complaint in the Delaware Court of Chancery against Talos Energy, Inc. (“Talos”), all of the members of Talos’s board of directors (including two Apollo partners), Riverstone Holdings, LLC (“Riverstone”), AGM Inc., and Guggenheim Securities, LLC in connection with the acquisition of certain assets from Castex Energy 2014, LLC and ILX Holdings, LLC in February 2020. The complaint asserts, on behalf of a putative class of shareholders and Talos, direct and derivative claims against Apollo, Riverstone, and the individual defendants for breach of their fiduciary duties. The plaintiff alleges that Apollo and Riverstone comprise a controlling shareholder group. The complaint seeks, among other relief, class certification and unspecified money damages. On August 4, 2020, the defendants filed motions to dismiss the complaint in its entirety. The motion is now fully briefed and oral argument was held on February 19, 2021. On May 17, 2021, Vice Chancellor Zurn sent a letter to counsel ordering that the Riverstone funds and Apollo funds that hold the relevant Talos stock be joined as necessary parties. The parties filed a stipulation, which was entered by the court on June 7, 2021, adding Riverstone Talos Energy Equityco LLC, Riverstone Talos Energy Debtco LLC, Apollo Talos Holdings, L.P., and AP Talos Energy Debtco LLC as defendants in the action. These parties adopted the arguments previously advanced by the Riverstone and Apollo defendants, and did not engage in any separate briefing or argument. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time. 

On August 4, 2020, a putative class action complaint was filed in the United States District Court for the District of Nevada against PlayAGS Inc. (“PlayAGS”), all of the members of PlayAGS’s board of directors (including three directors who are affiliated with Apollo), certain underwriters of PlayAGS (including Apollo Global Securities, LLC), as well as AGM Inc., Apollo Investment Fund VIII, L.P., Apollo Gaming Holdings, L.P., and Apollo Gaming Voteco, LLC (these last four parties, together, the “Apollo Defendants”). The complaint asserts claims arising under the Securities Act of 1933 in connection with certain secondary offerings of PlayAGS stock conducted in August 2018 and March 2019, alleging that the registration statements issued in connection with those offerings did not fully disclose certain business challenges facing PlayAGS. Such claims are asserted against all defendants, including Apollo Global Securities, LLC and the Apollo Defendants, as well as all directors (including the directors affiliated with Apollo). The complaint further asserts a control person claim under Section 20(a) of the Securities Exchange Act of 1934 against the Apollo Defendants and the director defendants (including the directors affiliated with Apollo), alleging that the Apollo Defendants and the director defendants were responsible for certain misstatements and omissions by PlayAGS about its business during a putative class period from May 3, 2018 through August 7, 2019. Plaintiffs filed a consolidated amended complaint on January 21, 2021, and they filed a further amended complaint on March 25, 2021. Apollo filed a motion to dismiss on May 24, 2021. Plaintiffs filed an opposition to the motion to dismiss on July 23, 2021. Apollo’s reply brief is due September 13, 2021. Apollo believes the claims in this action are without merit. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Commitments and Contingencies—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, 2021, fixed and determinable payments due in connection with these obligations were as follows:

	Remaining 2021		2022		2023		2024		2025		Thereafter		Total
Other long-term obligations	$	21,523	$	7,555	$	2,020	$	820	$	711	$	711	$	33,340

Contingent Obligations—Performance allocations with respect to certain funds are subject to reversal in the event of future losses to the extent of the cumulative revenues 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, 2021 and that would be reversed approximates $4.1 billion. Management views the possibility of all of the investments becoming worthless as remote. Performance allocations are 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 performance allocations 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 14 to our condensed consolidated financial statements for further details regarding the general partner obligation.

Certain funds may not generate performance allocations as a result of unrealized and realized losses that are recognized in the current and prior reporting period. In certain cases, performance allocations 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 of related parties of Apollo, including portfolio companies of the funds Apollo manages, as well as third parties. As of June 30, 2021 and December 31, 2020, there were no open underwriting commitments.

In connection with the launch of a non-traded business development company (“BDC”), the Company agreed to guarantee a commitment to purchase the underlying portfolio investment, in the event the BDC does not raise sufficient third party capital. The Company’s maximum commitment is $510 million, and is backstopped by an unconsolidated related party fund up to $500 million. The likelihood that performance under the guarantee arrangement will be required is determined to be remote.

Merger Agreement Termination Fee—In connection with the merger with Athene Holding, the Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement, AGM Inc. will be obligated to pay AHL a cash termination fee of $81.9 million. See note 14 for further disclosure regarding the Merger Agreement and termination fee.

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 performance revenues 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 performance revenue 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 $129.0 million and $119.8 million as of June 30, 2021 and December 31, 2020, 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 6 for further information regarding fair value measurements.

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SEGMENT REPORTING

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING

Apollo conducts its business primarily in the United States through three reportable segments: credit, private equity and real assets. Segment information is utilized by 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.

Segment Distributable Earnings

Segment Distributable Earnings, or “Segment DE”, is the key performance measure used by management in evaluating the performance of Apollo’s credit, private equity and real assets segments. Management believes the components of Segment DE, such as the amount of management fees, advisory and transaction fees and realized performance fees, are indicative of the Company’s performance. Management uses Segment DE in making key operating decisions such as the following:

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

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

•Decisions related 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 the funds and those of Apollo’s stockholders by providing such individuals a profit sharing interest in the performance fees earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on Apollo’s performance and growth for the year; and

•Decisions related to the amount of earnings available for dividends to Class A Common Stockholders, holders of RSUs that participate in dividends and holders of AOG Units that participate in dividends.

Segment DE is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. Segment DE represents the amount of Apollo’s net realized earnings, excluding the effects of the consolidation of any of the related funds and SPACs, taxes and related payables, transaction-related charges and any acquisitions. Transaction-related charges includes equity-based compensation charges, the amortization of intangible assets, contingent consideration, and certain other charges associated with acquisitions, and restructuring charges. In addition, Segment

DE 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 variable interest entities that are included in the condensed consolidated financial statements. Segment DE also excludes impacts of the remeasurement of the tax receivable agreement liability recorded in other income, which arises from changes in the associated deferred tax balance.

Segment DE 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 Segment DE as a measure of operating performance, not as a measure of liquidity. Segment DE 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 Segment DE without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using Segment DE 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 Segment DE to its most directly comparable U.S. GAAP measure of income (loss) before income tax provision can be found in this footnote.

Fee Related Earnings

Fee Related Earnings (“FRE”) is derived from our segment reported results and refers to a component of Segment DE that is used as a supplemental performance 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) performance fees related to business development companies, Redding Ridge Holdings LP (“Redding Ridge Holdings”), an affiliate of Redding Ridge, and MidCap and (iv) other income, net, less (x) salary, bonus and benefits, excluding equity-based compensation, (y) other associated operating expenses and (z) non-controlling interests in the management companies of certain funds the Company manages.

The following tables present financial data for Apollo’s reportable segments.

	As of and for the Three Months Ended June 30, 2021
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	273,307	$	123,106	$	65,823	$	462,236
Advisory and transaction fees, net	54,757		27,047		1,431		83,235
Performance fees(1)	8,075		—		—		8,075
Fee Related Revenues	336,139		150,153		67,254		553,546
Salary, bonus and benefits	(75,299)		(58,856)		(30,003)		(164,158)
General, administrative and other	(43,590)		(27,546)		(15,455)		(86,591)
Placement fees	(589)		—		—		(589)
Fee Related Expenses	(119,478)		(86,402)		(45,458)		(251,338)
Other income (loss), net of Non-Controlling Interest	(990)		696		(304)		(598)
Fee Related Earnings	215,671		64,447		21,492		301,610
Realized performance fees	103,789		361,793		3,174		468,756
Realized profit sharing expense	(71,970)		(173,191)		(1,392)		(246,553)
Net Realized Performance Fees	31,819		188,602		1,782		222,203
Realized principal investment income, net(2)	2,588		67,102		451		70,141
Net interest loss and other	(11,869)		(13,738)		(11,453)		(37,060)
Segment Distributable Earnings(3)	$	238,209	$	306,413	$	12,272	$	556,894
Total Assets(3)	$	6,100,580	$	4,868,181	$	785,017	$	11,753,778

(1)Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

(3)Refer below for a reconciliation of total revenues, total expenses, other loss 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, 2020
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	224,721	$	127,592	$	49,509	$	401,822
Advisory and transaction fees, net	13,756		44,802		3,191		61,749
Performance fees(1)	3,440		—		—		3,440
Fee Related Revenues	241,917		172,394		52,700		467,011
Salary, bonus and benefits	(52,806)		(53,202)		(28,991)		(134,999)
General, administrative and other	(37,251)		(21,770)		(12,782)		(71,803)
Placement fees	(358)		—		—		(358)
Fee Related Expenses	(90,415)		(74,972)		(41,773)		(207,160)
Other income (loss), net of Non-Controlling Interest	(724)		2		116		(606)
Fee Related Earnings	150,778		97,424		11,043		259,245
Realized performance fees	4,359		3,549		2,929		10,837
Realized profit sharing expense	(4,359)		(3,549)		(2,929)		(10,837)
Net Realized Performance Fees	—		—		—		—
Realized principal investment income, net(2)	1,810		3,404		5		5,219
Net interest loss and other	(11,857)		(11,686)		(5,507)		(29,050)
Segment Distributable Earnings (3)	$	140,731	$	89,142	$	5,541	$	235,414

(1)Represents certain performance fees related to business development companies and Redding Ridge Holdings and Midcap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

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

     The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments:

	For the Three Months Ended June 30,
	2021		2020
Total Consolidated Revenues	$	1,382,325	$	1,508,335
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(34,119)		(24,847)
Adjustments related to consolidated funds and VIEs(1)	32,609		16,165
Performance fees(2)	(748,508)		(918,493)
Principal investment income	(78,761)		(114,149)
Total Fee Related Revenues	553,546		467,011
Realized performance fees	468,756		10,837
Realized principal investment income, net and other	70,141		4,376
Total Segment Revenues	$	1,092,443	$	482,224

(1)Represents advisory fees, management fees and performance fees 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.

(2)Excludes certain performance fees from business development companies, Redding Ridge Holdings and MidCap.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments:

	For the Three Months Ended June 30,
	2021		2020
Total Consolidated Expenses	$	746,787	$	702,777
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(37,886)		(21,662)
Reclassification of interest expenses	(34,814)		(32,291)
Transaction-related charges, net(1)	(31,572)		(32,110)
Equity-based compensation	(19,491)		(17,747)
Total profit sharing expense(2)	(371,686)		(389,987)
Dividend-related compensation expense	—		(1,820)
Total Fee Related Expenses	251,338		207,160
Realized profit sharing expense	246,553		10,837
Total Segment Expenses	$	497,891	$	217,997

(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, and restructuring charges.

(2)Includes unrealized profit sharing expense, realized profit sharing expense and equity-based profit sharing expense and other.

The following table reconciles total consolidated other income (loss) to total other loss for Apollo’s reportable segments:

	For the Three Months Ended June 30,
	2021		2020
Total Consolidated Other Income (Loss)	$	1,063,973	$	333,850
Adjustments related to consolidated funds and VIEs(1)	(147,661)		(56,197)
Net (gains) losses from investment activities	(913,751)		(270,112)
Interest income and other, net of Non-Controlling Interest	(3,159)		(8,147)
Other Income, net of Non-Controlling Interest	(598)		(606)
Net interest loss and other	(37,060)		(28,207)
Total Segment Other Loss	$	(37,658)	$	(28,813)

(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 Segment Distributable Earnings:

	For the Three Months Ended June 30,
	2021		2020
Income before income tax (provision) benefit	$	1,699,511	$	1,139,408
Transaction-related charges(1)	31,572		32,110
Net income attributable to Non-Controlling Interests in consolidated entities	(116,276)		(41,068)
Unrealized performance fees	(279,750)		(907,656)
Unrealized profit sharing expense	98,141		340,687
Equity-based profit sharing expense and other(2)	26,992		38,463
Equity-based compensation	19,491		17,747
Unrealized principal investment (income) loss	(8,620)		(107,110)
Unrealized net (gains) losses from investment activities and other	(914,167)		(277,167)
Segment Distributable Earnings	$	556,894	$	235,414

(1)    Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions, and restructuring charges.

(2)    Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.

	As of and for the Six Months Ended June 30, 2021
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	541,338	$	245,374	$	124,193	$	910,905
Advisory and transaction fees, net	87,887		48,378		2,465		138,730
Performance fees(1)	16,846		—		—		16,846
Fee Related Revenues	646,071		293,752		126,658		1,066,481
Salary, bonus and benefits	(144,678)		(117,605)		(59,246)		(321,529)
General, administrative and other	(80,219)		(48,675)		(26,345)		(155,239)
Placement fees	(1,066)		—		—		(1,066)
Fee Related Expenses	(225,963)		(166,280)		(85,591)		(477,834)
Other income (loss), net of Non-Controlling Interest	(1,549)		1,419		(251)		(381)
Fee Related Earnings	418,559		128,891		40,816		588,266
Realized performance fees	118,160		432,714		24,636		575,510
Realized profit sharing expense	(79,924)		(210,781)		(13,604)		(304,309)
Net Realized Performance Fees	38,236		221,933		11,032		271,201
Realized principal investment income, net(2)	4,435		88,805		3,535		96,775
Net interest loss and other	(25,654)		(27,236)		(17,676)		(70,566)
Segment Distributable Earnings(3)	$	435,576	$	412,393	$	37,707	$	885,676
Total Assets(3)	$	6,100,580	$	4,868,181	$	785,017	$	11,753,778

(1)Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

(3)Refer below for a reconciliation of total revenues, total expenses, other loss 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, 2020
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	432,950	$	252,860	$	98,380	$	784,190
Advisory and transaction fees, net	29,023		65,145		4,313		98,481
Performance fees(1)	5,844		—		—		5,844
Fee Related Revenues	467,817		318,005		102,693		888,515
Salary, bonus and benefits	(109,814)		(95,682)		(53,524)		(259,020)
General, administrative and other	(72,624)		(43,764)		(23,768)		(140,156)
Placement fees	(664)		(107)		—		(771)
Fee Related Expenses	(183,102)		(139,553)		(77,292)		(399,947)
Other loss, net of Non-Controlling Interest	(1,387)		25		95		(1,267)
Fee Related Earnings	283,328		178,477		25,496		487,301
Realized performance fees	30,220		4,692		41,671		76,583
Realized profit sharing expense	(29,916)		(4,996)		(41,671)		(76,583)
Net Realized Performance Fees	304		(304)		—		—
Realized principal investment income, net(2)	3,184		3,946		3,672		10,802
Net interest loss and other	(28,971)		(27,360)		(9,853)		(66,184)
Segment Distributable Earnings (3)	$	257,845	$	154,759	$	19,315	$	431,919

(1)Represents certain performance fees related to business development companies, Redding Ridge Holdings and Midcap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

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

     The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments:

	For the Six Months Ended June 30,
	2021		2020
Total Consolidated Revenues	$	3,677,025	$	39,249
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(67,674)		(60,688)
Adjustments related to consolidated funds and VIEs(1)	75,033		14,714
Performance fees(2)	(2,145,760)		815,942
Principal investment (income) loss	(472,143)		79,298
Total Fee Related Revenues	1,066,481		888,515
Realized performance fees	575,510		76,583
Realized principal investment income, net and other	96,775		9,117
Total Segment Revenues	$	1,738,766	$	974,215

(1)Represents advisory fees, management fees and performance fees 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.

(2)Excludes certain performance fees from business development companies, Redding Ridge Holdings and MidCap.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments:

	For the Six Months Ended June 30,
	2021		2020
Total Consolidated Expenses	$	1,768,531	$	374,343
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(77,488)		(53,873)
Reclassification of interest expenses	(69,613)		(63,533)
Transaction-related charges, net(1)	(51,666)		(10,711)
Charges associated with corporate conversion (2)	—		(1,064)
Equity-based compensation	(35,649)		(31,817)
Total profit sharing expense(3)	(1,053,306)		190,962
Dividend-related compensation expense	(2,975)		(4,360)
Total Fee Related Expenses	477,834		399,947
Realized profit sharing expense	304,309		76,583
Total Segment Expenses	$	782,143	$	476,530

(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, and restructuring charges.

(2)Represents expenses incurred in relation to the conversion to a corporation.

(3)Includes unrealized profit sharing expense, realized profit sharing expense and equity-based profit sharing expense and other.

The following table reconciles total consolidated other income (loss) to total other loss for Apollo’s reportable segments:

	For the Six Months Ended June 30,
	2021		2020
Total Consolidated Other Income (Loss)	$	1,512,766	$	(1,105,194)
Adjustments related to consolidated funds and VIEs(1)	(255,063)		110,268
Loss from change in tax receivable agreement liability	(1,941)		—
Net (gains) losses from investment activities	(1,268,900)		994,132
Interest income and other, net of Non-Controlling Interest	12,757		(473)
Other Income (Loss), net of Non-Controlling Interest	(381)		(1,267)
Net interest loss and other	(70,566)		(64,499)
Total Segment Other Loss	$	(70,947)	$	(65,766)

(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 Segment Distributable Earnings:

	For the Six Months Ended June 30,
	2021		2020
Income (Loss) before income tax (provision) benefit	$	3,421,260	$	(1,440,288)
Transaction-related charges(1)	51,666		10,711
Charges associated with corporate conversion(2)	—		1,064
Loss from change in tax receivable agreement liability	(1,941)		—
Net (income) loss attributable to Non-Controlling Interests in consolidated entities	(186,854)		123,341
Unrealized performance fees	(1,570,249)		892,525
Unrealized profit sharing expense	687,133		(340,496)
Equity-based profit sharing expense and other(3)	61,864		72,951
Equity-based compensation	35,649		31,817
Unrealized principal investment (income) loss	(372,393)		94,460
Unrealized net (gains) losses from investment activities and other	(1,240,459)		985,834
Segment Distributable Earnings	$	885,676	$	431,919

(1)    Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions, and restructuring charges.

(2)    Represents expenses incurred in relation to the conversion to a corporation.

(3)    Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.

The following table presents the reconciliation of Apollo’s total reportable segment assets to total assets:

	As of June 30, 2021		As of December 31, 2020
Total reportable segment assets	$	11,753,778	$	8,681,467
Adjustments(1)	15,787,568		14,987,617
Total assets	$	27,541,346	$	23,669,084

(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, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Dividends

On August 4, 2021, the Company declared a cash dividend of $0.50 per share of Class A Common Stock, which will be paid on August 31, 2021 to holders of record at the close of business on August 19, 2021.

On August 4, 2021, the Company declared a cash dividend of $0.398438 per share of Series A Preferred Stock and Series B Preferred Stock, which will be paid on September 15, 2021 to holders of record at the close of business on September 1, 2021.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Organization of the Company

Organization of the Company

As of June 30, 2021, the Company owned, through five intermediate holding companies that include APO Corp., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, APO Asset Co., LLC, a Delaware limited liability company that is treated as a corporation for U.S. federal income tax purposes, APO (FC), LLC, an Anguilla limited liability company that is a disregarded entity for U.S. federal income tax purposes, APO (FC II), LLC, an Anguilla limited liability company that is a disregarded entity for U.S. federal income tax purposes, and APO (FC III), LLC, a Cayman Islands limited liability company that is a disregarded entity for U.S. federal income tax purposes (collectively, the “Intermediate Holding Companies”), 53.5% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group.

AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), is an entity through which the Co-Founders and certain of the Company’s other current and former partners (the “Contributing Partners”) indirectly beneficially own interests in each of the entities that comprise the Apollo Operating Group. As of June 30, 2021, Holdings owned 39.8% 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 generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and instructions to 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 2020 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 periods’ 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), special purpose acquisition companies (“SPACs”) and securitization vehicles (e.g., CLOs). 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 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. When Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will be deemed the primary beneficiary if it is the party that is most closely associated with the VIE. When Apollo and its related parties not under common control in the aggregate have a controlling financial interest in the VIE, Apollo would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo.

Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, 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 in the condensed consolidated statements of operations. The portion attributable to Non-Controlling Interests is reported within net income attributable to Non-Controlling Interests in the condensed consolidated statements of operations. For additional disclosures regarding VIEs, see note 5.

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.

Cash and Cash Equivalents

Cash and Cash Equivalents

Apollo considers all highly liquid short-term investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include money market funds and U.S. Treasury securities with original maturities of three months or less when purchased. Interest income from cash and cash equivalents is recorded in interest income in the condensed consolidated statements of operations. The carrying values of the money market funds and U.S. Treasury securities were $1.2 billion and $1.2 billion as of June 30, 2021 and December 31, 2020, respectively, which represent their fair values due to their short-term nature and are categorized as Level I within the fair value hierarchy. Substantially all of the Company’s cash on deposit is in interest bearing accounts with major financial institutions and exceed insured limits.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents includes cash held in reserve accounts used to make required payments in respect of the 2039 Senior Secured Guaranteed Notes. Restricted cash and cash equivalents also includes cash deposited at a bank, which is pledged as collateral in connection with leased premises.

Restricted cash and cash equivalents of Apollo Strategic Growth Capital (“APSG”), a consolidated SPAC, are held in a trust account and consist of U.S Treasury bills with original maturities of three months or less when purchased, that were purchased with funds raised through the initial public offering of the consolidated entity. The $0.8 billion in funds as of June 30, 2021 are restricted for use and may only be used for purposes of completing an initial business combination or redemption of public shares as set forth in APSG’s trust agreement. Restricted cash and cash equivalents of Apollo Strategic Growth Capital II (“APSG II”), a consolidated SPAC, are held in a trust account and include money market funds that were

purchased with funds raised through the initial public offering of the consolidated entity. The $0.7 billion in funds as of June 30, 2021 are restricted for use and may only be used for purposes of completing an initial business combination or redemption of public shares as set forth in APSG II’s trust agreement.

U.S. Treasury securities, at fair value

U.S. Treasury securities, at fair valueU.S. Treasury securities, at fair value includes U.S. Treasury bills with original maturities greater than three months when purchased. These securities are recorded at fair value. Interest income on such securities is separately presented from the overall change in fair value and is recognized in interest income in the condensed consolidated statements of operations. Any remaining change in fair value of such securities, that is not recognized as interest income, is recognized in net gains (losses) from investment activities in the condensed consolidated statements of operations.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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), the Company’s U.S. Treasury securities with original maturities greater than three months when purchased, 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.

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, financial instruments are generally recorded at fair value or at amounts whose carrying values approximate fair value. 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.

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 debt. 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 external 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.

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 principal investment income (loss) 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.

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 or financial liabilities of the consolidated CLOs, whichever are more observable.

Where financial assets are more observable, 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 nonfinancial 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.

Where financial liabilities are more observable, the financial liabilities of the consolidated CLOs are measured at fair value and the financial assets are measured in consolidation as: (i) the sum of the fair value of the financial liabilities, and the carrying value of any nonfinancial liabilities that are incidental to the operations of the CLOs less (ii) the carrying value of any nonfinancial assets that are incidental to the operations of the CLOs. The resulting amount is allocated to the individual financial assets using a reasonable and consistent methodology.

Under the measurement alternative, net income attributable to Apollo Global Management, Inc. 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.

Certain consolidated VIEs have applied the fair value option for certain investments in private debt securities that otherwise would not have been carried at fair value with gains and losses in net income.

Deferred Revenue and Revenues

Deferred Revenue

Apollo records deferred revenue, which is a type of contract liability, when consideration is received in advance of management services provided.

Apollo also earns management fees subject to the Management Fee Offset (described below). 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 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. There was $23.5 million of revenue recognized during the six months ended June 30, 2021 that was previously deferred as of January 1, 2021.

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 cases where the limited partners of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract, and amortized over the life of the customer contract. Capitalized placement fees are recorded within other assets in the condensed consolidated statements of financial condition, while amortization is recorded within placement fees in the condensed consolidated statements of operations. 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.

Revenues

The Company’s revenues are reported in four separate categories that include (i) management fees; (ii) advisory and transaction fees, net; (iii) investment income, which is comprised of performance allocations and principal investment income; and (iv) incentive fees.

The revenue 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 revenue guidance, an entity may recognize variable consideration only to the extent that it is probable to not be significantly reversed. The revenue guidance also requires disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.

Performance allocations are accounted for under guidance applicable to equity method investments, and therefore not within the scope of the revenue guidance. The Company recognizes performance allocations within investment income along with the related principal investment income (as further described below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition.

Refer to disclosures below for additional information on each of the Company’s revenue streams.

Redeemable non-controlling interests

Redeemable non-controlling interests

Redeemable non-controlling interests represent the shares issued by APSG and APSG II, the consolidated SPACs, that are redeemable for cash by the public shareholders in connection with the SPACs’ failure to complete a business combination or tender offer/stockholder approval provisions. The redeemable non-controlling interests are initially recorded at their original issue price, net of issuance costs and the initial fair value of separately traded warrants. The carrying amount is accreted to its redemption value over the period from the date of issuance to the earliest redemption date of the instrument. These increases are recorded against additional paid-in capital.

Management Fees

Management Fees

Management fees are recognized over time during the periods in which the related services are performed in accordance with the contractual terms of the related agreement. Management fees are generally based on (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, Net

Advisory and Transaction Fees, Net

Advisory fees, including management consulting fees and directors’ fees, are generally recognized over time as the underlying services are provided in accordance with the contractual terms of the related agreement. The Company receives such fees in exchange for ongoing management consulting services provided to portfolio companies of funds it manages. Transaction fees, including structuring fees and arranging fees related to the Company’s funds, portfolio companies of funds and third parties are generally recognized at a point in time when the underlying services rendered are complete.

The amounts due from fund portfolio companies are recorded in due from related parties on the condensed consolidated statements of financial condition, which is discussed further in note 14. 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 are presented net of the Management Fee Offset in the condensed consolidated statements of operations.

Underwriting fees, which are also included within advisory and transaction fees, net, include gains, losses and fees, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at a point in time when the underwriting is completed. Underwriting fees recognized but not received are recorded in other assets on the condensed consolidated statements of financial condition.

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

Investment Income

Investment Income

Investment income is comprised of performance allocations and principal investment income.

Performance Allocations

Performance allocations are a type of performance revenue (i.e., income earned based on the extent to which an entity’s performance exceeds predetermined thresholds). Performance allocations are generally structured from a legal standpoint as an allocation of capital in which the Company’s capital account receives allocations of the returns of an entity when those returns exceed predetermined thresholds. The determination of which performance revenues are considered performance allocations is primarily based on the terms of an agreement with the entity.

The Company recognizes performance allocations within investment income along with the related principal investment income (as described further below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition.

When applicable, the Company may record a general partner obligation to return previously distributed performance allocations. The general partner obligation is based upon an assumed liquidation of a fund’s net assets as of the reporting date and is reported within due to related parties on the condensed consolidated statements of financial condition. 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 or other governing document of the fund.

Principal Investment Income

Principal investment income includes the Company’s income or loss from equity method investments and certain other investments in entities in which the Company is generally eligible to receive performance allocations. Income from equity method investments includes the Company’s share of net income or loss generated from its investments, which are not consolidated, but in which the Company exerts significant influence.

Incentive Fees

Incentive Fees

Incentive fees are a type of performance revenue. Incentive fees differ from performance allocations in that incentive fees do not represent an allocation of capital but rather a contractual fee arrangement with the entity.

Incentive fees are considered a form of variable consideration as they are subject to clawback or reversal and therefore must be deferred until the fees are probable to not be significantly reversed. Accrued but unpaid incentive fees are reported within incentive fees receivable in the Company’s condensed consolidated statements of financial condition. The Company’s incentive fees primarily relate to the credit segment and are generally received from CLOs, managed accounts and AINV.

Salaries, Bonus and Benefits

Salaries, Bonus and Benefits

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

Equity-Based Compensation

Equity-Based Compensation

Equity-based awards granted to employees and non-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. In addition, certain restricted share units (“RSUs”) granted by the Company vest based on both continued service and the Company’s receipt of performance revenues, within prescribed periods, sufficient to cover the associated equity-based compensation expense. In accordance with U.S. GAAP, equity-based compensation expense for such awards, if and when granted, will be recognized on an accelerated recognition method over the requisite service period to the extent the performance revenue metrics are met or deemed probable. The Company accounts for forfeitures of equity-based awards when they occur.

Profit Sharing

Profit Sharing

Profit sharing expense and profit sharing payable primarily consist of a portion of performance revenues earned from certain funds that are allocated to employees and former employees. Profit sharing amounts are recognized as the related

performance revenues are earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in performance revenues that were previously recognized.

Profit sharing amounts are generally not paid until the related performance revenue is distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to its employees be used to purchase restricted Class A Common Stock issued under the Company’s Equity Plan. Prior to distribution of the performance revenue, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. Such equity-based awards are recorded as equity-based compensation expense over the relevant service period once granted.

Additionally, profit sharing amounts previously distributed may be subject to clawback from employees and former employees. 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 and former employees 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 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 or other governing document of the fund.

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 performance revenue earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements. The Company may also use dividends it receives from investments in MidCap, ARI and AINV to compensate employees. These amounts are recorded as profit sharing expense in the Company’s condensed consolidated statements of operations.

401(k) Savings Plan

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. 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.

General, Administrative and Other

General, Administrative and OtherGeneral, administrative and other primarily includes professional fees, occupancy, depreciation and amortization, travel, information technology and administration expenses.

Income Taxes

Income Taxes

Effective September 5, 2019, Apollo Global Management, LLC converted from a Delaware limited liability company to a Delaware corporation named Apollo Global Management, Inc. Subsequent to the conversion, generally all of the income it earns from the Apollo Operating Group (“AOG”) entities is subject to U.S. corporate income taxes. Certain of the AOG entities operate as partnerships for U.S. income tax purposes and are subject to New York City unincorporated business taxes (“NYC UBT”). Certain non-U.S. entities are also subject to non-U.S. corporate income taxes.

Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties. The Company recognizes the tax benefit of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits

of the position are recognized. The Company’s tax positions are reviewed and evaluated quarterly to determine whether the Company has uncertain tax positions that require financial statement recognition.

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

Non-Controlling Interests

Non-Controlling Interests

For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. The Non-Controlling Interests relating to Apollo Global Management, Inc. include the ownership interest in the Apollo Operating Group held by Co-Founders and Contributing Partners through their limited partner interests in Holdings. Additionally, Athene holds Non-Controlling Interests in the Apollo Operating Group as a result of the Transaction Agreement. Non-Controlling Interests also include ownership interests in certain consolidated funds and VIEs.

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

Guarantees

See note 15 to the condensed consolidated financial statements for information related to our material guarantees.

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, performance allocations, incentive fees, contingent consideration obligation related to an acquisition, non-cash compensation, and fair value of investments and debt. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is unable to predict the adverse impact the COVID-19 pandemic will ultimately have. While such impact may change considerably over time, the estimates and assumptions affecting the Company’s condensed consolidated financial statements are based on information available as of June 30, 2021. Actual results could differ materially from those estimates.

Recent Accounting Pronouncements

Recent Accounting PronouncementsIn December 2019, the Financial Accounting Standards Board (“FASB”) issued guidance intended to simplify the accounting for income taxes. The new guidance eliminates certain exceptions to the existing approach in ASC 740, and clarifies other guidance within the standard; it is effective for the Company on January 1, 2021. Based on the Company’s current application of ASC 740, the guidance did not have a material impact on the condensed consolidated financial statements of the Company.

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INVESTMENTS (Tables)

6 Months Ended

Jun. 30, 2021

Equity Method Investments and Joint Ventures [Abstract]

Summary of Investments

The following table presents Apollo’s investments: 

	As of June 30, 2021		As of December 31, 2020
Investments, at fair value	$	3,681,955	$	2,360,434
Equity method investments	1,492,071		1,010,821
Performance allocations	2,736,493		1,624,156
Total Investments	$	7,910,519	$	4,995,411

Summary of Equity Method Investments

As such, the following tables present summarized financial information of Athene Holding:

Equity method investments consisted of the following:

	Equity Held as of
	June 30, 2021		(5)	December 31, 2020		(5)
Credit(1)(2)	$	472,320		$	258,952
Private Equity(3)	938,439			672,430
Real Assets	81,312			79,439
Total equity method investments(4)	$	1,492,071		$	1,010,821

(1)    The equity method investment in AINV was $39.7 million and $40.4 million as of June 30, 2021 and December 31, 2020, respectively. The value of the Company’s investment in AINV was $37.7 million and $30.8 million based on the quoted market price of AINV as of June 30, 2021 and December 31, 2020, respectively.

(2)    The equity method investment in VA Capital Company, LLC was $323.5 million and $113.5 million as of June 30, 2021 and December 31, 2020, respectively.

(3)    The equity method investment in Fund VIII was $318.4 million and $343.3 million as of June 30, 2021 and December 31, 2020, respectively, representing an ownership percentage of 2.2% and 2.2% as of June 30, 2021 and December 31, 2020, respectively. The equity method investment in Fund IX was $268.0 million and $134.4 million as of June 30, 2021 and December 31, 2020, respectively, representing an ownership percentage of 1.9% and 1.9% as of June 30, 2021 and December 31, 2020, 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 included are a quarter in arrears.

Summary of Realized and Net Change in Unrealized Gains on Investments, at Fair Value

The following table presents the realized and net change in unrealized gains (losses) reported in net gains (losses) from investment activities: 

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Realized gains on sales of investments, net	$	1,192	$	70	$	1,193	$	1,877
Net change in unrealized gains (losses) due to changes in fair value	912,202		268,597		1,265,352		(997,761)
Net gains (losses) from investment activities	$	913,394	$	268,667	$	1,266,545	$	(995,884)

Summary of Performance Allocation

Performance allocations receivable recorded within investments in the condensed consolidated statements of financial condition from credit, private equity and real assets funds consisted of the following: 

	As of June 30, 2021		As of December 31, 2020
Credit	$	484,010	$	465,153
Private Equity	2,100,537		1,040,827
Real Assets	151,946		118,176
Total performance allocations	$	2,736,493	$	1,624,156

The table below provides a roll forward of the performance allocations balance:

	Credit		Private Equity		Real Assets		Total
Performance allocations, January 1, 2021	$	465,153	$	1,040,827	$	118,176	$	1,624,156
Change in fair value of funds	273,442		1,522,069		58,486		1,853,997
Fund distributions to the Company	(254,585)		(462,359)		(24,716)		(741,660)
Performance allocations, June 30, 2021	$	484,010	$	2,100,537	$	151,946	$	2,736,493

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PROFIT SHARING PAYABLE (Tables)

6 Months Ended

Jun. 30, 2021

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, 2021		As of December 31, 2020
Credit	$	435,211	$	356,375
Private Equity	1,009,378		422,079
Real Assets	77,317		64,223
Total profit sharing payable	$	1,521,906	$	842,677

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:

	Credit		Private Equity		Real Assets		Total
Profit sharing payable, January 1, 2021	$	356,375	$	422,079	$	64,223	$	842,677
Profit sharing expense	189,553		740,289		30,415		960,257
Payments/other	(110,717)		(152,990)		(17,321)		(281,028)
Profit sharing payable, June 30, 2021	$	435,211	$	1,009,378	$	77,317	$	1,521,906

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VARIABLE INTEREST ENTITIES (Tables)

6 Months Ended

Jun. 30, 2021

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 Months Ended June 30,						For the Six Months Ended June 30,
	2021		(1)	2020		(1)	2021		(1)	2020		(1)
Net gains (losses) from investment activities	$	51,173		$	478,480		$	355,574		$	(500,744)
Net gains (losses) from debt	(2,519)			(353,182)			(11,527)			181,269
Interest and other income	228,420			84,609			362,758			236,051
Interest and other expenses	(131,671)			(152,045)			(448,808)			(24,634)
Net gains (losses) from investment activities of consolidated variable interest entities	$	145,403		$	57,862		$	257,997		$	(108,058)

(1)Amounts reflect consolidation eliminations.

Principal Provisions of Debt

The following table summarizes the principal provisions of those amounts:

	As of June 30, 2021						As of December 31, 2020
	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)	$	4,851,818	1.98	%		12.9	$	5,350,198	2.10	%		6.0
Subordinated Notes(2)	3,453,339		5.03	%	(1)	32	3,389,375		5.08	%	(1)	21.1
Secured Borrowings(2)(3)	109,606		2.18	%		0.4	236,698		2.41	%		0.3
Total	$	8,414,763					$	8,976,271

(1)As of June 30, 2021 and December 31, 2020, $0.7 billion and $0.6 billion, respectively, of the principal outstanding balance of the subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.

(2)The notes and borrowings of the consolidated VIEs are collateralized by assets held by each respective vehicle and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. As of June 30, 2021 and December 31, 2020, the fair value of these consolidated VIEs’ assets were $9.1 billion and $9.6 billion, respectively.

(3)As of June 30, 2021 and December 31, 2020, secured borrowings consist of consolidated VIEs’ obligations through a repurchase agreement redeemable at maturity with third party lenders. The fair value of the secured borrowings as of June 30, 2021 and December 31, 2020 approximates principal outstanding due to the short term nature of the borrowings. These secured borrowings are classified as a Level III liability within the fair value hierarchy.

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. In addition, the table presents the maximum exposure to losses relating to these VIEs.

	As of June 30, 2021		(2)	As of December 31, 2020
Assets:
Cash	$	299,882		$	354,109
Investments	4,153,458			4,154,057
Receivables	68,564			34,800
Total Assets	$	4,521,904		$	4,542,966
Liabilities:
Debt and other payables	$	1,315,315		$	1,229,345
Total Liabilities	$	1,315,315		$	1,229,345
Apollo Exposure(1)	$	157,106		$	155,273

(1)Represents Apollo’s direct investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative performance allocations are subject to reversal in the event of future losses, as discussed in note 15.

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

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Valuation of the Financial Assets and Liabilities by the Fair Value Hierarchy

The following tables summarize the Company’s financial assets and financial liabilities recorded at fair value by fair value hierarchy level:

	As of June 30, 2021
	Level I		Level II		Level III			Total		Cost
Assets
U.S. Treasury securities, at fair value	$	1,492,112	$	—	$	—		$	1,492,112	$	1,492,104
Investments, at fair value:
Investment in Athene Holding	—		3,208,968		—			3,208,968		2,092,247
Other investments	37,365		45,835		389,787		(1)	472,987		391,178
Total investments, at fair value	37,365		3,254,803		389,787			3,681,955		2,483,425
Investments of VIEs, at fair value	5,321		1,534,816		11,877,952			13,418,089
Investments of VIEs, valued using NAV	—		—		—			241,542
Total investments of VIEs, at fair value	5,321		1,534,816		11,877,952			13,659,631
Total Assets	$	1,534,798	$	4,789,619	$	12,267,739		$	18,833,698
Liabilities
Debt of VIEs, at fair value	$	—	$	893,650	$	7,183,638		$	8,077,288
Other liabilities of VIEs, at fair value	—		4,060		22,536			26,596
Contingent consideration obligations(3)	—		—		128,984			128,984
Other liabilities(4)	51,389		—		—			51,389
Total Liabilities	$	51,389	$	897,710	$	7,335,158		$	8,284,257

	As of December 31, 2020
	Level I		Level II		Level III			Total		Cost
Assets
U.S. Treasury securities, at fair value	$	1,816,958	$	—	$	—		$	1,816,958	$	1,816,635
Investments, at fair value:
Investment in Athene Holding	—		1,942,574		—			1,942,574		2,092,247
Other investments	—		48,088		369,772		(1)	417,860		354,010
Total investments, at fair value	—		1,990,662		369,772			2,360,434		2,446,257
Investments of VIEs, at fair value	2,558		2,140,135		10,962,980			13,105,673
Investments of VIEs, valued using NAV	—		—		—			210,343
Total investments of VIEs, at fair value	2,558		2,140,135		10,962,980			13,316,016
Derivative assets(2)	—		17		—			17
Total Assets	$	1,819,516	$	4,130,814	$	11,332,752		$	17,493,425
Liabilities
Debt of VIEs, at fair value	$	—	$	1,580,097	$	7,080,418		$	8,660,515
Other liabilities of VIEs, at fair value	—		3,874		20,202			24,076
Contingent consideration obligations(3)	—		—		119,788			119,788
Derivative liabilities(2)	—		100		—			100
Total Liabilities	$	—	$	1,584,071	$	7,220,408		$	8,804,479

(1)    Other investments as of June 30, 2021 and December 31, 2020 excludes $93.3 million and $44.4 million, respectively, of performance allocations classified as Level III related to certain investments for which the Company has elected the fair value option. The Company’s policy is to account for performance allocations as investments.

(2)    Derivative assets and derivative liabilities are presented as a component of Other assets and Other liabilities, respectively, in the condensed consolidated statements of financial condition.

(3)    Profit sharing payable includes contingent obligations classified as Level III.

(4)    Other liabilities includes the publicly traded warrants of APSG and APSG II.

Changes in Fair Value in Financial Assets, Measured at Fair Value and Characterized as Level III Investments

The following tables summarize the changes 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, 2021
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	381,277	$	11,947,443	$	12,328,720
Transfer out due to deconsolidation	—		(229,717)		(229,717)
Purchases	—		692,073		692,073
Sales of investments/distributions	(3,235)		(557,994)		(561,229)
Net realized gains	3		7,087		7,090
Changes in net unrealized gains	9,137		19,746		28,883
Cumulative translation adjustment	2,605		4,807		7,412
Transfer into Level III(1)	—		7,219		7,219
Transfer out of Level III(1)	—		(12,712)		(12,712)
Balance, End of Period	$	389,787	$	11,877,952	$	12,267,739
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date	$	9,137	$	—	$	9,137
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		66,050		66,050

	For the Three Months Ended June 30, 2020
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	118,112	$	7,640,903	$	7,759,015
Purchases	128,551		530,348		658,899
Sale of investments/distributions	(966)		(154,724)		(155,690)
Settlements	—		(252,776)		(252,776)
Net realized gains	966		1,355		2,321
Changes in net unrealized gains	16,443		308,146		324,589
Cumulative translation adjustment	4,521		7,637		12,158
Transfer into Level III(1)	—		1,706		1,706
Transfer out of Level III(1)	(274)		(67,015)		(67,289)
Balance, End of Period	$	267,353	$	8,015,580	$	8,282,933
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date	$	16,442	$	—	$	16,442
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		70,639		70,639

	For the Six Months Ended June 30, 2021
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	369,772	$	10,962,980	$	11,332,752
Transfer out due to deconsolidation	—		(229,717)		(229,717)
Purchases	—		1,682,423		1,682,423
Sale of investments/distributions	(3,235)		(805,933)		(809,168)
Net realized gains	1,068		12,975		14,043
Changes in net unrealized gains	29,116		332,147		361,263
Cumulative translation adjustment	(7,640)		(14,248)		(21,888)
Transfer into Level III(1)	706		9,885		10,591
Transfer out of Level III(1)	—		(72,560)		(72,560)
Balance, End of Period	$	389,787	$	11,877,952	$	12,267,739
Change in net unrealized gains included in principal investment income related to investments still held at reporting date	$	29,116	$	—	$	29,116
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		198,957		198,957

	For the Six Months Ended June 30, 2020
	Other Investments		Investments of Consolidated VIEs		Total
Balance, Beginning of Period	$	113,410	$	321,069	$	434,479
Transfer in due to consolidation	—		7,794,128		7,794,128
Purchases	159,955		859,580		1,019,535
Sale of investments/distributions	(9,378)		(183,877)		(193,255)
Settlements	—		(437,948)		(437,948)
Net realized gains	1,751		121		1,872
Changes in net unrealized losses	(1,181)		(334,556)		(335,737)
Cumulative translation adjustment	3,070		(3,784)		(714)
Transfer into Level III(1)	—		70,636		70,636
Transfer out of Level III(1)	(274)		(69,789)		(70,063)
Balance, End of Period	$	267,353	$	8,015,580	$	8,282,933
Change in net unrealized losses included in principal investment income related to investments still held at reporting date	$	(1,181)	$	—	$	(1,181)
Change in net unrealized losses included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date	—		(47,303)		(47,303)

(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 external 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, 2021
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	113,222	$	7,317,250	$	7,430,472
Issuances	—		101,871		101,871
Repayments	(792)		(227,251)		(228,043)
Net realized losses	—		10,239		10,239
Changes in net unrealized (gains) losses(1)	16,554		(8,346)		8,208
Cumulative translation adjustment	—		12,214		12,214
Transfer into Level III(2)	—		197		197
Balance, End of Period	$	128,984	$	7,206,174	$	7,335,158
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	(5,559)	$	(5,559)

	For the Three Months Ended June 30, 2020
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	76,700	$	3,795,866	$	3,872,566
Issuances	—		213,828		213,828
Repayments	(219)		(18,750)		(18,969)
Net realized losses	—		3,459		3,459
Changes in net unrealized losses(1)	22,616		255,950		278,566
Cumulative translation adjustment	—		8,394		8,394
Balance, End of Period	$	99,097	$	4,258,747	$	4,357,844
Change in net unrealized losses included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	172,730	$	172,730

	For the Six Months Ended June 30, 2021
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	119,788	$	7,100,620	$	7,220,408
Issuances	—		311,408		311,408
Repayments	(13,114)		(271,904)		(285,018)
Net realized losses	—		10,730		10,730
Changes in net unrealized losses(1)	22,310		69,146		91,456
Cumulative translation adjustment	—		(14,023)		(14,023)
Transfer into Level III(2)	—		197		197
Balance, End of Period	$	128,984	$	7,206,174	$	7,335,158
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	(58,909)	$	(58,909)

	For the Six Months Ended June 30, 2020
	Contingent Consideration Obligations		Debt and Other Liabilities of Consolidated VIEs		Total
Balance, Beginning of Period	$	112,514	$	—	$	112,514
Transfer in due to consolidation	—		4,291,286		4,291,286
Issuances	—		302,928		302,928
Repayments	(12,870)		(198,750)		(211,620)
Net realized losses	—		3,459		3,459
Changes in net unrealized gains(1)	(547)		(142,043)		(142,590)
Cumulative translation adjustment	—		1,867		1,867
Balance, End of Period	$	99,097	$	4,258,747	$	4,357,844
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to debt and other liabilities still held at reporting date	$	—	$	(225,263)	$	(225,263)

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

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

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, 2021
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average (1)
Financial Assets
Other investments	$	263,237	Embedded value	N/A	N/A	N/A
	118,178		Discounted cash flow	Discount rate	16.0% - 47.5%	23.0%
	8,372		Third party pricing	N/A	N/A	N/A
Investments of consolidated VIEs:
Equity securities	4,222,903		Discounted cash flow	Discount rate	3.1% - 23.0%	10.1%
			Discounted cash flow	Disposition timeline	10 - 52 months	26.8
			Discounted cash flow	2 year home price index forecast	(10.7%) - 17.6%	4.0%
			Dividend discount model	Discount rate	13.9%	13.9%
			Market comparable companies	P/E multiple	10.4x	10.4x
			Market comparable companies	TBV multiple	0.61x	0.61x
			Adjusted transaction value	Purchase multiple	1.25x	1.25x
			Adjusted transaction value	N/A	N/A	N/A
			Guideline public company	NTAV multiple	1.25x	1.25x
			Guideline public company	TEV/EBITDA	5.5x - 8.0x	7.6x
			Third Party Pricing	N/A	N/A	N/A
Bank loans	3,928,257		Discounted cash flow	Discount rate	1.8% - 15.6%	4.1%
			Adjusted transaction value	N/A	N/A	N/A
			Third party pricing	N/A	N/A	N/A
Profit participating notes	2,638,732		Discounted cash flow	Discount rate	8.7% - 12.5%	12.4%
			Adjusted transaction value	N/A	N/A	N/A
Real estate	454,220		Discounted cash flow	Capitalization rate	4.5% - 6.0%	5.7%
			Discounted cash flow	Discount rate	7.0% - 12.5%	8.3%
			Discounted cash flow	Terminal capitalization rate	8.3%	8.3%
			Direct capitalization	Capitalization rate	5.5% - 8.5%	6.4%
			Direct capitalization	Terminal capitalization rate	6.3% - 12.0%	7.1%
			Adjusted transaction value	N/A	N/A	N/A
Bonds	118,160		Discounted cash flow	Discount rate	4.5% - 7.2%	6.5%
			Third party pricing	N/A	N/A	N/A
Convertible securities	26,142		Dividend discount model	Discount rate	13.9%	13.9%
			Market comparable companies	P/E multiple	10.0x	10.0x
			Market comparable companies	TBV multiple	0.61x	0.61x
Warrants	3,380		Option model	Volatility	35.0% - 60.4%	47.9%
Other equity investments	486,158		Third party pricing	N/A	N/A	N/A
			Adjusted transaction value	Discount rate	8.5% - 12.5%	10.5%
			Adjusted transaction value	N/A	N/A	N/A
Total Investments of Consolidated VIEs	11,877,952
Total Financial Assets	$	12,267,739
Financial Liabilities
Liabilities of Consolidated VIEs:
Secured loans	$	4,013,342	Discounted cash flow	Discount rate	1.4% - 9.6%	2.6%
Subordinated notes	3,148,942		Discounted cash flow	Discount rate	4.5% - 11.5%	5.7%
Participating equity	21,354		Discounted cash flow	Discount rate	15.0%	15.0%
Other liabilities	22,536		Discounted cash flow	Discount rate	2.2% - 9.1%	5.9%
			Third party pricing	N/A	N/A	N/A
Total liabilities of Consolidated VIEs:	7,206,174
Contingent Consideration Obligation	128,984		Discounted cash flow	Discount rate	18.5%	18.5%
Total Financial Liabilities	$	7,335,158

	As of December 31, 2020
	Fair Value		Valuation Techniques	Unobservable Inputs	Ranges	Weighted Average (1)
Financial Assets
Other investments	$	254,655	Embedded value	N/A	N/A	N/A
	107,652		Discounted cash flow	Discount rate	16% - 47.5%	23.4%
	7,465		Third party pricing	N/A	N/A	N/A
Investments of consolidated VIEs:
Equity securities	4,339,244		Discounted cash flow	Discount rate	4.4% - 15.6%	7.2%
			Discounted cash flow	Disposition timeline	8 - 52 months	28.8
			Discounted cash flow	2 year home price index forecast	(14%) - 9.6%	(2.5%)
			Dividend discount model	Discount rate	9.7% - 13.8%	11.2%
			Market comparable companies	NTAV multiple	1.2x	1.2x
			Market comparable companies	P/E multiple	9.8x	9.8x
			Market comparable companies	TBV multiple	0.56x	0.56x
			Adjusted transaction value	Purchase multiple	1.1x	1.1x
			Adjusted transaction value	N/A	N/A	N/A
Bank loans	3,501,384		Discounted cash flow	Discount rate	1.8% - 27.0%	3.4%
			Recoverability	Recoverability rate	14.0% - 75.0%	57.8%
			Third party pricing	N/A	N/A	N/A
Profit participating notes	2,577,596		Discounted cash flow	Discount rate	7.5% - 15.0%	14.6%
Real estate	422,123		Discounted cash flow	Capitalization rate	5.8% - 6.0%	5.8%
			Discounted cash flow	Discount rate	6.3% - 12.5%	8.4%
			Discounted cash flow	Terminal capitalization rate	8.3%	8.3%
			Direct capitalization	Capitalization rate	5.5% - 8.5%	6.6%
			Direct capitalization	Terminal capitalization rate	5.8% - 12%	7.6%
Bonds	97,209		Discounted cash flow	Discount rate	5.5% - 7.0%	6.5%
			Third party pricing	N/A	N/A	N/A
Convertible securities	16,581		Discounted cash flow	Discount rate	12.4%	12.4%
			Dividend discount model	Discount rate	13.8%	13.8%
			Market comparable companies	P/E multiple	9.8x	9.8x
			Market comparable companies	TBV multiple	0.56x	0.56x
Warrants	2,676		Option model	Volatility	50.0% - 64.4%	53.1%
Other equity investments	6,167		Third party pricing	N/A	N/A	N/A
Total Investments of Consolidated VIEs	10,962,980
Total Financial Assets	$	11,332,752
Financial Liabilities
Liabilities of Consolidated VIEs:
Secured loans	$	3,822,475	Discounted cash flow	Discount rate	1.8% - 9.3%	2.7%
Subordinated notes	3,044,437		Discounted cash flow	Discount rate	7.7% - 14.0%	9.9%
			Adjusted transaction value	N/A	N/A	N/A
Preferred equity	213,506		Discounted cash flow	Discount rate	15%	15%
Other liabilities	20,202		Discounted cash flow	Discount rate	1.8% - 7.9%	5.7%
			Adjusted transaction value	N/A	N/A	N/A
			Third party pricing	N/A	N/A	N/A
Total liabilities of Consolidated VIEs:	7,100,620
Contingent Consideration Obligation	119,788		Discounted cash flow	Discount rate	17.5%	17.5%
Total Financial Liabilities	$	7,220,408

N/A        Not applicable

EBITDA        Earnings before interest, taxes, depreciation, and amortization

NTAV        Net tangible asset value

P/E        Price-to-Earnings

TBV        Total book value

TEV        Total enterprise value

(1)      Unobservable inputs were weighted based on the fair value of the investments included in the range.

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OTHER ASSETS (Tables)

6 Months Ended

Jun. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Assets

Other assets consisted of the following:

	As of June 30, 2021		As of December 31, 2020
Fixed assets	$	203,154	$	191,853
Less: Accumulated depreciation and amortization	(119,904)		(111,821)
Fixed assets, net	83,250		80,032
Deferred equity-based compensation(1)	239,946		137,777
Prepaid expenses	68,161		46,639
Intangible assets, net	20,584		23,586
Tax receivables	27,716		42,979
Other	54,798		33,950
Total Other Assets	$	494,455	$	364,963

(1)Deferred equity-based compensation relates to the value of equity-based awards that have been or are expected to be granted in connection with the settlement of certain profit sharing arrangements. A corresponding amount for awards expected to be granted of $224.4 million and $114.6 million, as of June 30, 2021 and December 31, 2020, respectively, is included in other liabilities on the condensed consolidated statements of financial condition.

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LEASES (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Lease Expense, Supplemental Cash Flow Information and Maturities of Lease Liabilities

The table below presents operating lease expenses:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Operating lease cost	$	12,529	$	13,617	$	23,013	$	25,979

The following table presents supplemental cash flow information related to operating leases:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Operating cash flows for operating leases	$	4,939	$	3,307	$	12,494	$	13,956

Supplemental information related to leases is as follows:

	As of June 30, 2021		As of June 30, 2020
Weighted average remaining lease term (in years)	13.6		13.9
Weighted average discount rate	3.0	%	3.1	%

Lease Payments by Maturity

As of June 30, 2021, the Company’s total lease payments by maturity are presented in the following table:

	Operating Lease Payments
Remaining 2021	$	23,251
2022	45,662
2023	41,125
2024	37,453
2025	35,160
Thereafter	313,404
Total lease payments	$	496,055
Less imputed interest	(86,125)
Present value of lease payments	$	409,930

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INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Impact to the deferred tax asset, tax receivable agreement liability and additional paid in capital

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 Common Stock.

Exchange of AOG Units for Class A Common Stock	Increase in Deferred Tax Asset		Increase in Tax Receivable Agreement Liability		Increase to Additional Paid In Capital
For the Six Months Ended June 30, 2021	$	45,479	$	38,229	$	7,250
For the Six Months Ended June 30, 2020	$	76,580	$	62,531	$	14,049

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DEBT (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Summary of Debt

Debt consisted of the following:

	As of June 30, 2021							As of December 31, 2020
	Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate		Outstanding Balance		Fair Value			Annualized Weighted Average Interest Rate
2024 Senior Notes(1)	$	498,143	$	545,437	(4)	4.00	%	$	497,817	$	553,633	(4)	4.00	%
2026 Senior Notes(1)	497,473		568,433		(4)	4.40		497,217		581,898		(4)	4.40
2029 Senior Notes(1)	674,772		790,973		(4)	4.87		674,757		804,768		(4)	4.87
2030 Senior Notes(1)	494,630		508,997		(4)	2.65		494,375		513,362		(4)	2.65
2039 Senior Secured Guaranteed Notes(1)	317,514		371,705		(5)	4.77		317,042		376,472		(5)	4.77
2048 Senior Notes(1)	296,695		385,876		(4)	5.00		296,633		379,953		(4)	5.00
2050 Subordinated Notes(1)	296,616		312,000		(4)	4.95		296,557		307,500		(4)	4.95
Secured Borrowing I(2)	18,952		18,942		(3)	1.84		19,526		19,527		(3)	1.84
Secured Borrowing II(2)	20,157		20,148		(3)	1.70		20,767		20,773		(3)	1.71
2016 AMI Term Facility I(2)	20,002		20,002		(3)	1.30		20,608		20,608		(3)	1.30
2016 AMI Term Facility II(2)	19,335		19,335		(3)	1.40		19,922		19,922		(3)	1.40
Total Debt	$	3,154,289	$	3,561,848				$	3,155,221	$	3,598,416

(1)Includes amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs:

	As of June 30, 2021		As of December 31, 2020
2024 Senior Notes	$	1,565	$	1,841
2026 Senior Notes	2,310		2,545
2029 Senior Notes	4,958		5,282
2030 Senior Notes	4,049		4,231
2039 Senior Secured Guaranteed Notes	7,486		7,958
2048 Senior Notes	3,016		3,073
2050 Subordinated Notes	3,384		3,443
Total	$	26,768	$	28,373

(2)Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into several credit facilities (collectively referred to as the “AMI Facilities”) to fund the Company’s investment in certain European CLOs it manages:

Facility	Date	Loan Amount
Secured Borrowing I	December 19, 2019	€	15,984
Secured Borrowing II	March 5, 2020	€	17,000
2016 AMI Term Facility I	January 18, 2016	€	16,870
2016 AMI Term Facility II	June 22, 2016	€	16,308

The Secured Borrowings consist of obligations through repurchase agreements redeemable at maturity with third party lenders. The weighted average remaining maturity of Secured Borrowing I and II is 10.2 years.

(3)Fair value is based on obtained broker quotes. These notes are 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 external 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. These notes are 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 external pricing services.

(5)Fair value is based on a discounted cash flow method. These notes are classified as a Level III liability within the fair value hierarchy.

Schedule of Interest Expense

The following table presents the interest expense incurred related to the Company’s debt:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Interest Expense:(1)
2018 AMH Credit Facility	$	—	$	314	$	—	$	628
AMH Credit Facility	322		—		643		—
2024 Senior Notes	5,163		5,163		10,326		10,326
2026 Senior Notes	5,628		5,628		11,256		11,256
2029 Senior Notes	8,229		8,229		16,458		16,458
2030 Senior Notes	3,462		964		6,922		964
2039 Senior Secured Guaranteed Notes	4,111		4,111		8,223		8,223
2048 Senior Notes	3,781		3,780		7,562		7,562
2050 Subordinated Notes	3,742		3,742		7,484		7,486
AMI Term Facilities/ Secured Borrowings	376		360		739		630
Total Interest Expense	$	34,814	$	32,291	$	69,613	$	63,533

(1)Debt issuance costs incurred are amortized into interest expense over the term of the debt arrangement, as applicable.

The following table presents the revenues earned in aggregate from Athene and Athora:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Revenues earned in aggregate from Athene and Athora, net(1)(2)	$	1,179,485	$	463,823	$	1,796,116	$	(661,670)

(1)    Consisting of management fees, sub-advisory fees, performance revenues (net of related profit sharing expense) and changes in the market value of the Athene Holding shares owned directly by Apollo.

(2)    Gains (losses) on the market value of the shares of Athene Holding owned directly by Apollo were $912.0 million and $267.0 million for the three months ended June 30, 2021 and 2020, respectively, and $1.3 billion and $(996.4) million for the six months ended June 30, 2021 and 2020, respectively.

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NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Basic and Diluted Net Income Per Share of Class A Common Stock

The table below presents basic and diluted net income (loss) per share of Class A Common Stock using the two-class method for the three and six months ended June 30, 2021 and 2020:

	Basic and Diluted
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Numerator:
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders	$	648,563	$	437,164	$	1,318,289	$	(568,218)
Dividends declared on Class A Common Stock(1)	(115,494)		(96,181)		(254,674)		(301,783)
Dividends on participating securities(2)	(4,042)		(3,608)		(9,144)		(10,855)
Earnings allocable to participating securities	(19,774)		(13,947)		(38,970)		—		(3)
Undistributed income (loss) attributable to Class A Common Stockholders: Basic and Diluted	509,253		323,428		1,015,501		(880,856)
Denominator:
Weighted average number of shares of Class A Common Stock outstanding: Basic and Diluted	231,058,813		227,653,988		230,534,073		227,205,866
Net Income per share of Class A Common Stock: Basic and Diluted(4)
Distributed Income	$	0.50	$	0.42	$	1.10	$	1.31
Undistributed Income (Loss)	2.20		1.42		4.41		(3.86)
Net Income (Loss) per share of Class A Common Stock: Basic and Diluted	$	2.70	$	1.84	$	5.51	$	(2.55)

(1)See note 13 for information regarding the quarterly dividends declared and paid during 2021 and 2020.

(2)Participating securities consist of vested and unvested RSUs that have rights to dividends 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 Common Stockholders.

(4)For the three and six months ended June 30, 2021 and June 30, 2020, 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 ended June 30, 2021 and 2020, respectively.

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2021	2020	2021	2020
Weighted average vested RSUs	309,142	254,147	675,233	834,718
Weighted average unvested RSUs	8,006,542	8,252,215	7,491,189	7,670,111
Weighted average AOG Units outstanding(1)	172,599,261	174,873,808	173,207,079	175,737,132
Weighted average unvested restricted shares	656,220	1,310,805	680,448	1,245,164

(1)Excludes AOG Units owned by Athene. Athene can only redeem their AOG Units by selling to Apollo or to a different buyer with Apollo’s agreement as detailed in the Liquidity Agreement (see note 14). As these AOG Units are not convertible into shares of Class A Common Stock, they are excluded when calculating diluted net income per share.

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EQUITY-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule or Description of Forfeiture Rates and Equity Based Compensation Expense

The following table summarizes the equity-based compensation expense recognized relating to Performance Grants:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Equity-based compensation	$	17,488	$	28,467	$	43,865	$	57,331

The following table presents the actual forfeiture rates and equity-based compensation expense recognized:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Actual forfeiture rate	0.4		%	5.8		%	0.8		%	6.4		%
Equity-based compensation	$	40,866		$	47,282		$	85,971		$	92,800

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

The following table summarizes RSU activity:

	Unvested		Weighted Average Grant Date Fair Value		Vested	Total Number of RSUs Outstanding
Balance at January 1, 2021	8,978,393		$	31.89	1,833,332	10,811,725	(1)
Granted	3,336,739		48.00		—	3,336,739
Forfeited	(101,554)		$	42.27	—	(101,554)
Vested	(1,506,292)		33.65		1,506,292	—
Issued	—		$	—	(2,980,032)	(2,980,032)
Balance at June 30, 2021	10,707,286	(2)	$	36.56	359,592	11,066,878	(1)

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

(2)Includes 6,413,319 Performance Grant RSUs, 3,295,347 Bonus Grant RSUs and 998,620 Plan Grant RSUs.

Schedule of Share-based Compensation, Activity

Below is a reconciliation of the equity-based compensation allocated to AGM Inc.:

	For the Six Months Ended June 30, 2021
	Total Amount		Non-Controlling Interest % in Apollo Operating Group		Allocated to Non-Controlling Interest in Apollo Operating Group(1)		Allocated to Apollo Global Management, Inc.
RSUs, share options and restricted share awards	$	96,010	—	%	$	—	$	96,010
Other equity-based compensation awards	13,436		46.5		6,248		7,188
Total equity-based compensation	109,446				6,248		103,198
Less other equity-based compensation awards(2)					(6,248)		(16,940)
Capital increase related to equity-based compensation					$	—	$	86,258

	For the Six Months Ended June 30, 2020
	Total Amount		Non-Controlling Interest % in Apollo Operating Group		Allocated to Non-Controlling Interest in Apollo Operating Group(1)		Allocated to Apollo Global Management, Inc.
RSUs, share options and restricted share awards	$	107,069	—	%	$	—	$	107,069
Other equity-based compensation awards	4,473		47.1		2,109		2,364
Total equity-based compensation	$	111,542			2,109		109,433
Less other equity-based compensation awards(2)					(2,109)		(16,203)
Capital increase related to equity-based compensation					$	—	$	93,230

(1)Calculated based on average ownership percentage for the period considering issuances of Class A shares or Class A Common Stock, as applicable, during the period.

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

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EQUITY (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Summary of Issuance of Shares of Class A Common Stock for Equity-based Awards

The table below summarizes the issuance of shares of Class A Common Stock for equity-based awards:

	For the Six Months Ended June 30,
	2021	2020
Shares of Class A Common Stock issued in settlement of vested RSUs and share options exercised(1)	2,980,032	4,366,569
Reduction of shares of Class A Common Stock issued(2)	(1,218,885)	(1,843,305)
Shares of Class A Common Stock purchased related to share issuances and forfeitures(3)	(270,362)	628,639
Issuance of shares of Class A Common Stock for equity-based awards	1,490,785	3,151,903

(1)The gross value of shares issued was $155.2 million and $202.2 million for the six months ended June 30, 2021 and 2020, respectively, based on the closing price of a Class A Common Stock at the time of issuance.

(2)Cash paid for tax liabilities associated with net share settlement was $63.7 million and $85.5 million for the six months ended June 30, 2021 and 2020, respectively.

(3)Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted Class A Common Stock that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's 2007 Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase Class A Common Stock on the open market and retire them. During the six months ended June 30, 2021 and 2020, we issued 56,243 and 636,314 of such restricted shares and 270,362 and 149,042 of such RSUs under the Equity Plan, respectively, and repurchased 326,605 and 0 shares of Class A Common Stock in open-market transactions not pursuant to a publicly-announced repurchase plan or program, respectively. In addition, there were 0 and 7,675 restricted shares forfeited during the six months ended June 30, 2021 and 2020, respectively.

Schedule of Dividends and Distributions

The table below presents information regarding the quarterly dividends and distributions which were made at the sole discretion of the executive committee of the board of directors (in millions, except per share data). Certain subsidiaries of AGM Inc. may be subject to U.S. federal, state, local and non-U.S. income taxes at the entity level and may pay taxes and/or make payments under the tax receivable agreement in a given fiscal year; therefore, the net amounts ultimately distributed by AGM Inc. to its Class A Common Stockholders in respect of each fiscal year are generally expected to be less than the net amounts distributed to AOG Unitholders.

Dividend Declaration Date	Dividend per share of Class A Common Stock		Payment Date	Dividend to Class A Common Stockholders		Distribution to Non-Controlling Interest Holders in the Apollo Operating Group			Total Distributions from Apollo Operating Group		Distribution Equivalents on Participating Securities
January 30, 2020	$	0.89	February 28, 2020	$	205.6	$	155.6		$	361.2	$	7.2
N/A	—		April 15, 2020	—		43.0		(1)	43.0		—
May 1, 2020	0.42		May 29, 2020	96.2		85.7			181.9		3.6
July 30, 2020	0.49		August 31, 2020	112.1		100.0			212.1		4.0
October 29, 2020	0.51		November 30, 2020	116.7		104.0			220.7		4.1
For the Year Ended December 31, 2020	$	2.31		$	530.6	$	488.3		$	1,018.9	$	18.9
February 03, 2021	$	0.60	February 26, 2021	$	139.2	$	121.4		$	260.6	$	5.1
N/A	—		April 14, 2021	—		41.8		(1)	41.8		—
May 04, 2021	0.50		May 28, 2021	115.5		100.9			216.4		4.0
N/A	—		June 15, 2021	—		19.5		(1)	19.5		—
For the Six Months Ended June 30, 2021	$	1.10		$	254.7	$	283.6		$	538.3	$	9.1

(1)    On April 14, 2021 and April 15, 2020 the Company made a $0.15 and $0.21 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with payments made under the tax receivable agreement. See note 14 for more information regarding the tax receivable agreement. On April 14, 2021 and June 15, 2021, the Company made a $0.03 and $0.08 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with U.S. corporate tax payments.

Net Income (Loss) Attributable to Non-Controlling Interests

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

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Net income (loss) attributable to Non-Controlling Interests in consolidated entities:
Interest in management companies and a co-investment vehicle(1)	$	1,317		$	1,031		$	2,597		$	1,279
Other consolidated entities	114,959			40,037			184,257			(124,620)
Net income (loss) attributable to Non-Controlling Interests in consolidated entities	$	116,276		$	41,068		$	186,854		$	(123,341)
Net income (loss) attributable to Non-Controlling Interests in the Apollo Operating Group:
Net income (loss)	$	1,505,460		$	999,085		$	3,023,963		$	(1,284,758)
Net income (loss) attributable to Non-Controlling Interests in consolidated entities	(116,276)			(41,068)			(186,854)			123,341
Net income (loss) after Non-Controlling Interests in consolidated entities	1,389,184			958,017			2,837,109			(1,161,417)
Adjustments:
Income tax provision (benefit)(2)	194,051			140,323			397,297			(155,530)
NYC UBT and foreign tax benefit(3)	(7,727)			(3,181)			(13,481)			(10,643)
Net income (loss) in non-Apollo Operating Group entities	1,253			10			4			18
Series A Preferred Stock Dividends	(4,383)			(4,383)			(8,766)			(8,766)
Series B Preferred Stock Dividends	(4,781)			(4,782)			(9,562)			(9,563)
Total adjustments	178,413			127,987			365,492			(184,484)
Net income (loss) after adjustments	1,567,597			1,086,004			3,202,601			(1,345,901)
Weighted average ownership percentage of Apollo Operating Group	46.6		%	47.1		%	46.6		%	46.7		%
Net income (loss) attributable to Non-Controlling Interests in Apollo Operating Group	$	731,457		$	511,688		$	1,500,492		$	(611,528)
Net income (loss) attributable to Non-Controlling Interests	$	847,733		$	552,756		$	1,687,346		$	(734,869)
Other comprehensive income (loss) attributable to Non-Controlling Interests	3,571			6,223			(10,193)			(818)
Comprehensive Income (Loss) Attributable to Non-Controlling Interests	$	851,304		$	558,979		$	1,677,153		$	(735,687)

(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 AGM Inc. and its subsidiaries 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 New York City Unincorporated Business Tax (“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, 2021

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, 2021		As of December 31, 2020
Due from Related Parties:
Due from credit funds	$	206,904	$	183,992
Due from private equity funds	25,318		21,169
Due from real assets funds	38,194		28,231
Due from portfolio companies	63,119		80,122
Due from Contributing Partners, employees and former employees	92,392		148,869
Total Due from Related Parties	$	425,927	$	462,383
Due to Related Parties:
Due to Co-Founders and Contributing Partners	$	306,635	$	310,230
Due to credit funds	31,876		34,280
Due to private equity funds	65,604		216,899
Due to real assets funds	35,547		47,060
Total Due to Related Parties	$	439,662	$	608,469

Schedule of General Partner Obligation

The following table presents the general partner obligation to return previously distributed performance allocations related to certain funds by segment:

	As of June 30, 2021		As of December 31, 2020
Credit	$	—	$	—
Private Equity	65,289		215,011
Real Assets	35,367		46,860
Total general partner obligation	$	100,656	$	261,871

Sub-Allocation Fees Schedule

with respect to each asset in an Athene Account, subject to certain exceptions, that is managed by the Company and that belongs to a specified asset class tier (“core,” “core plus,” “yield,” and “high alpha”), a sub-allocation fee as follows, which will, in the case of assets acquired after January 1, 2019, be subject to a cap of 10% of the applicable asset’s gross book yield:

	As of June 30, 2021
Sub-Allocation Fees:
Core Assets(1)	0.065	%
Core Plus Assets(2)	0.130	%
Yield Assets(3)	0.375	%
High Alpha Assets(4)	0.700	%
Other Assets (5)	—	%

(1)Core assets include public investment grade corporate bonds, municipal securities, agency residential or commercial mortgage backed securities and obligations of any governmental agency or government sponsored entity that is not expressly backed by the U.S. government.

(2)Core plus assets include private investment grade corporate bonds, fixed rate first lien commercial mortgage loans and obligations issued or assumed by a financial institution (such an institution, a “financial issuer”) and determined by Apollo to be “Tier 2 Capital” under the Basel III recommendations developed by the Basel Committee on Banking Supervision (or any successor to such recommendations).

(3)Yield assets include non-agency residential mortgage-backed securities, investment grade collateralized loan obligations, certain asset-backed securities, commercial mortgage-backed securities, emerging market investments, below investment grade corporate bonds, subordinated debt obligations, hybrid securities or surplus notes issued or assumed by a financial issuer, as rated preferred equity, residential mortgage loans, bank loans, investment grade infrastructure debt and certain floating rate commercial mortgage loans.

(4)High alpha assets include subordinated commercial mortgage loans, below investment grade collateralized loan obligations, unrated preferred equity, debt obligations originated by MidCap, below investment grade infrastructure debt, certain loans originated directly by Apollo and agency mortgage derivatives.

(5)Other Assets include cash, treasuries, equities and alternatives. With respect to equities and alternatives, Apollo earns performance revenues of 0% to 20%.

Interest Income and Interest Expense

The following table presents the interest expense incurred related to the Company’s debt:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Interest Expense:(1)
2018 AMH Credit Facility	$	—	$	314	$	—	$	628
AMH Credit Facility	322		—		643		—
2024 Senior Notes	5,163		5,163		10,326		10,326
2026 Senior Notes	5,628		5,628		11,256		11,256
2029 Senior Notes	8,229		8,229		16,458		16,458
2030 Senior Notes	3,462		964		6,922		964
2039 Senior Secured Guaranteed Notes	4,111		4,111		8,223		8,223
2048 Senior Notes	3,781		3,780		7,562		7,562
2050 Subordinated Notes	3,742		3,742		7,484		7,486
AMI Term Facilities/ Secured Borrowings	376		360		739		630
Total Interest Expense	$	34,814	$	32,291	$	69,613	$	63,533

(1)Debt issuance costs incurred are amortized into interest expense over the term of the debt arrangement, as applicable.

The following table presents the revenues earned in aggregate from Athene and Athora:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Revenues earned in aggregate from Athene and Athora, net(1)(2)	$	1,179,485	$	463,823	$	1,796,116	$	(661,670)

(1)    Consisting of management fees, sub-advisory fees, performance revenues (net of related profit sharing expense) and changes in the market value of the Athene Holding shares owned directly by Apollo.

(2)    Gains (losses) on the market value of the shares of Athene Holding owned directly by Apollo were $912.0 million and $267.0 million for the three months ended June 30, 2021 and 2020, respectively, and $1.3 billion and $(996.4) million for the six months ended June 30, 2021 and 2020, respectively.

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Summary of Fixed and Determinable Payments

As of June 30, 2021, fixed and determinable payments due in connection with these obligations were as follows:

	Remaining 2021		2022		2023		2024		2025		Thereafter		Total
Other long-term obligations	$	21,523	$	7,555	$	2,020	$	820	$	711	$	711	$	33,340

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SEGMENT REPORTING (Tables)

6 Months Ended

Jun. 30, 2021

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 Three Months Ended June 30, 2021
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	273,307	$	123,106	$	65,823	$	462,236
Advisory and transaction fees, net	54,757		27,047		1,431		83,235
Performance fees(1)	8,075		—		—		8,075
Fee Related Revenues	336,139		150,153		67,254		553,546
Salary, bonus and benefits	(75,299)		(58,856)		(30,003)		(164,158)
General, administrative and other	(43,590)		(27,546)		(15,455)		(86,591)
Placement fees	(589)		—		—		(589)
Fee Related Expenses	(119,478)		(86,402)		(45,458)		(251,338)
Other income (loss), net of Non-Controlling Interest	(990)		696		(304)		(598)
Fee Related Earnings	215,671		64,447		21,492		301,610
Realized performance fees	103,789		361,793		3,174		468,756
Realized profit sharing expense	(71,970)		(173,191)		(1,392)		(246,553)
Net Realized Performance Fees	31,819		188,602		1,782		222,203
Realized principal investment income, net(2)	2,588		67,102		451		70,141
Net interest loss and other	(11,869)		(13,738)		(11,453)		(37,060)
Segment Distributable Earnings(3)	$	238,209	$	306,413	$	12,272	$	556,894
Total Assets(3)	$	6,100,580	$	4,868,181	$	785,017	$	11,753,778

(1)Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

(3)Refer below for a reconciliation of total revenues, total expenses, other loss 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, 2020
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	224,721	$	127,592	$	49,509	$	401,822
Advisory and transaction fees, net	13,756		44,802		3,191		61,749
Performance fees(1)	3,440		—		—		3,440
Fee Related Revenues	241,917		172,394		52,700		467,011
Salary, bonus and benefits	(52,806)		(53,202)		(28,991)		(134,999)
General, administrative and other	(37,251)		(21,770)		(12,782)		(71,803)
Placement fees	(358)		—		—		(358)
Fee Related Expenses	(90,415)		(74,972)		(41,773)		(207,160)
Other income (loss), net of Non-Controlling Interest	(724)		2		116		(606)
Fee Related Earnings	150,778		97,424		11,043		259,245
Realized performance fees	4,359		3,549		2,929		10,837
Realized profit sharing expense	(4,359)		(3,549)		(2,929)		(10,837)
Net Realized Performance Fees	—		—		—		—
Realized principal investment income, net(2)	1,810		3,404		5		5,219
Net interest loss and other	(11,857)		(11,686)		(5,507)		(29,050)
Segment Distributable Earnings (3)	$	140,731	$	89,142	$	5,541	$	235,414

(1)Represents certain performance fees related to business development companies and Redding Ridge Holdings and Midcap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

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

     The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments:

	For the Three Months Ended June 30,
	2021		2020
Total Consolidated Revenues	$	1,382,325	$	1,508,335
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(34,119)		(24,847)
Adjustments related to consolidated funds and VIEs(1)	32,609		16,165
Performance fees(2)	(748,508)		(918,493)
Principal investment income	(78,761)		(114,149)
Total Fee Related Revenues	553,546		467,011
Realized performance fees	468,756		10,837
Realized principal investment income, net and other	70,141		4,376
Total Segment Revenues	$	1,092,443	$	482,224

(1)Represents advisory fees, management fees and performance fees 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.

(2)Excludes certain performance fees from business development companies, Redding Ridge Holdings and MidCap.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments:

	For the Three Months Ended June 30,
	2021		2020
Total Consolidated Expenses	$	746,787	$	702,777
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(37,886)		(21,662)
Reclassification of interest expenses	(34,814)		(32,291)
Transaction-related charges, net(1)	(31,572)		(32,110)
Equity-based compensation	(19,491)		(17,747)
Total profit sharing expense(2)	(371,686)		(389,987)
Dividend-related compensation expense	—		(1,820)
Total Fee Related Expenses	251,338		207,160
Realized profit sharing expense	246,553		10,837
Total Segment Expenses	$	497,891	$	217,997

(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, and restructuring charges.

(2)Includes unrealized profit sharing expense, realized profit sharing expense and equity-based profit sharing expense and other.

The following table reconciles total consolidated other income (loss) to total other loss for Apollo’s reportable segments:

	For the Three Months Ended June 30,
	2021		2020
Total Consolidated Other Income (Loss)	$	1,063,973	$	333,850
Adjustments related to consolidated funds and VIEs(1)	(147,661)		(56,197)
Net (gains) losses from investment activities	(913,751)		(270,112)
Interest income and other, net of Non-Controlling Interest	(3,159)		(8,147)
Other Income, net of Non-Controlling Interest	(598)		(606)
Net interest loss and other	(37,060)		(28,207)
Total Segment Other Loss	$	(37,658)	$	(28,813)

(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 Segment Distributable Earnings:

	For the Three Months Ended June 30,
	2021		2020
Income before income tax (provision) benefit	$	1,699,511	$	1,139,408
Transaction-related charges(1)	31,572		32,110
Net income attributable to Non-Controlling Interests in consolidated entities	(116,276)		(41,068)
Unrealized performance fees	(279,750)		(907,656)
Unrealized profit sharing expense	98,141		340,687
Equity-based profit sharing expense and other(2)	26,992		38,463
Equity-based compensation	19,491		17,747
Unrealized principal investment (income) loss	(8,620)		(107,110)
Unrealized net (gains) losses from investment activities and other	(914,167)		(277,167)
Segment Distributable Earnings	$	556,894	$	235,414

(1)    Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions, and restructuring charges.

(2)    Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.

	As of and for the Six Months Ended June 30, 2021
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	541,338	$	245,374	$	124,193	$	910,905
Advisory and transaction fees, net	87,887		48,378		2,465		138,730
Performance fees(1)	16,846		—		—		16,846
Fee Related Revenues	646,071		293,752		126,658		1,066,481
Salary, bonus and benefits	(144,678)		(117,605)		(59,246)		(321,529)
General, administrative and other	(80,219)		(48,675)		(26,345)		(155,239)
Placement fees	(1,066)		—		—		(1,066)
Fee Related Expenses	(225,963)		(166,280)		(85,591)		(477,834)
Other income (loss), net of Non-Controlling Interest	(1,549)		1,419		(251)		(381)
Fee Related Earnings	418,559		128,891		40,816		588,266
Realized performance fees	118,160		432,714		24,636		575,510
Realized profit sharing expense	(79,924)		(210,781)		(13,604)		(304,309)
Net Realized Performance Fees	38,236		221,933		11,032		271,201
Realized principal investment income, net(2)	4,435		88,805		3,535		96,775
Net interest loss and other	(25,654)		(27,236)		(17,676)		(70,566)
Segment Distributable Earnings(3)	$	435,576	$	412,393	$	37,707	$	885,676
Total Assets(3)	$	6,100,580	$	4,868,181	$	785,017	$	11,753,778

(1)Represents certain performance fees related to business development companies, Redding Ridge Holdings and MidCap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

(3)Refer below for a reconciliation of total revenues, total expenses, other loss 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, 2020
	Credit Segment		Private Equity Segment		Real Assets Segment		Total Reportable Segments
Management fees	$	432,950	$	252,860	$	98,380	$	784,190
Advisory and transaction fees, net	29,023		65,145		4,313		98,481
Performance fees(1)	5,844		—		—		5,844
Fee Related Revenues	467,817		318,005		102,693		888,515
Salary, bonus and benefits	(109,814)		(95,682)		(53,524)		(259,020)
General, administrative and other	(72,624)		(43,764)		(23,768)		(140,156)
Placement fees	(664)		(107)		—		(771)
Fee Related Expenses	(183,102)		(139,553)		(77,292)		(399,947)
Other loss, net of Non-Controlling Interest	(1,387)		25		95		(1,267)
Fee Related Earnings	283,328		178,477		25,496		487,301
Realized performance fees	30,220		4,692		41,671		76,583
Realized profit sharing expense	(29,916)		(4,996)		(41,671)		(76,583)
Net Realized Performance Fees	304		(304)		—		—
Realized principal investment income, net(2)	3,184		3,946		3,672		10,802
Net interest loss and other	(28,971)		(27,360)		(9,853)		(66,184)
Segment Distributable Earnings (3)	$	257,845	$	154,759	$	19,315	$	431,919

(1)Represents certain performance fees related to business development companies, Redding Ridge Holdings and Midcap.

(2)Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.

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

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 Ended June 30,
	2021		2020
Total Consolidated Revenues	$	3,677,025	$	39,249
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(67,674)		(60,688)
Adjustments related to consolidated funds and VIEs(1)	75,033		14,714
Performance fees(2)	(2,145,760)		815,942
Principal investment (income) loss	(472,143)		79,298
Total Fee Related Revenues	1,066,481		888,515
Realized performance fees	575,510		76,583
Realized principal investment income, net and other	96,775		9,117
Total Segment Revenues	$	1,738,766	$	974,215

(1)Represents advisory fees, management fees and performance fees 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.

(2)Excludes certain performance fees from business development companies, Redding Ridge Holdings and MidCap.

The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments:

	For the Six Months Ended June 30,
	2021		2020
Total Consolidated Expenses	$	1,768,531	$	374,343
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)	(77,488)		(53,873)
Reclassification of interest expenses	(69,613)		(63,533)
Transaction-related charges, net(1)	(51,666)		(10,711)
Charges associated with corporate conversion (2)	—		(1,064)
Equity-based compensation	(35,649)		(31,817)
Total profit sharing expense(3)	(1,053,306)		190,962
Dividend-related compensation expense	(2,975)		(4,360)
Total Fee Related Expenses	477,834		399,947
Realized profit sharing expense	304,309		76,583
Total Segment Expenses	$	782,143	$	476,530

(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, and restructuring charges.

(2)Represents expenses incurred in relation to the conversion to a corporation.

(3)Includes unrealized profit sharing expense, realized profit sharing expense and equity-based profit sharing expense and other.

The following table reconciles total consolidated other income (loss) to total other loss for Apollo’s reportable segments:

	For the Six Months Ended June 30,
	2021		2020
Total Consolidated Other Income (Loss)	$	1,512,766	$	(1,105,194)
Adjustments related to consolidated funds and VIEs(1)	(255,063)		110,268
Loss from change in tax receivable agreement liability	(1,941)		—
Net (gains) losses from investment activities	(1,268,900)		994,132
Interest income and other, net of Non-Controlling Interest	12,757		(473)
Other Income (Loss), net of Non-Controlling Interest	(381)		(1,267)
Net interest loss and other	(70,566)		(64,499)
Total Segment Other Loss	$	(70,947)	$	(65,766)

(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 Segment Distributable Earnings:

	For the Six Months Ended June 30,
	2021		2020
Income (Loss) before income tax (provision) benefit	$	3,421,260	$	(1,440,288)
Transaction-related charges(1)	51,666		10,711
Charges associated with corporate conversion(2)	—		1,064
Loss from change in tax receivable agreement liability	(1,941)		—
Net (income) loss attributable to Non-Controlling Interests in consolidated entities	(186,854)		123,341
Unrealized performance fees	(1,570,249)		892,525
Unrealized profit sharing expense	687,133		(340,496)
Equity-based profit sharing expense and other(3)	61,864		72,951
Equity-based compensation	35,649		31,817
Unrealized principal investment (income) loss	(372,393)		94,460
Unrealized net (gains) losses from investment activities and other	(1,240,459)		985,834
Segment Distributable Earnings	$	885,676	$	431,919

(1)    Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions, and restructuring charges.

(2)    Represents expenses incurred in relation to the conversion to a corporation.

(3)    Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.

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, 2021		As of December 31, 2020
Total reportable segment assets	$	11,753,778	$	8,681,467
Adjustments(1)	15,787,568		14,987,617
Total assets	$	27,541,346	$	23,669,084

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

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ORGANIZATION (Details)		6 Months Ended
	Feb. 28, 2020 shares	Jun. 30, 2021 segment holdingCompany	Dec. 31, 2020
Entity Information [Line Items]
Number of segments | segment		3
Number of holding company | holdingCompany		5
Intermediate Holding Companies
Entity Information [Line Items]
Economic interest percentage		53.50%
Holdings
Entity Information [Line Items]
Economic interest percentage		39.80%
Athene Holding
Entity Information [Line Items]
Equity interests issued (in shares) | shares	29,154,519
Athene Holding | Apollo Operating Group
Entity Information [Line Items]
Ownership percentage by noncontrolling owners		6.70%
Athene Holding | Athene Holding
Entity Information [Line Items]
Incremental interest purchased	17.00%
Ownership percentage	28.00%	28.40%	28.50%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Billions	Jun. 30, 2021	Dec. 31, 2020
Initial Business Combination Or Redemption Of Public Shares, ASPG Trust Agreement
New Accounting Pronouncement, Early Adoption [Line Items]
Restricted cash	$ 0.8
Initial Business Combination Or Redemption Of Public Shares, ASPG II Trust Agreement
New Accounting Pronouncement, Early Adoption [Line Items]
Restricted cash	0.7
Level I | U.S. Treasury securities, at fair value
New Accounting Pronouncement, Early Adoption [Line Items]
Money market funds and U.S. treasury securities	$ 1.2	$ 1.2

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Revenue (Details) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($)
Accounting Policies [Abstract]
Deferred revenue recognized	$ 23.5

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - 401(k) Savings Plan (Details)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Percent of eligible employee contributions	50.00%
Percent of the eligible employees’ compensation	3.00%
Service period	3 years

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INVESTMENTS - Apollo's Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Equity Method Investments and Joint Ventures [Abstract]
Investments, at fair value	$ 3,681,955	$ 2,360,434
Equity method investments	1,492,071	1,010,821
Performance allocations	2,736,493	1,624,156
Total Investments	$ 7,910,519	$ 4,995,411

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INVESTMENTS - Summarized Financial Information of Athene Holding (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Schedule of Equity Method Investments [Line Items]
Operating Expenses	$ 746,787	$ 702,777	$ 1,768,531	$ 374,343
Income (loss) before income tax (provision) benefit	1,699,511	1,139,408	3,421,260	(1,440,288)
Income Tax Expense (Benefit)	194,051	140,323	397,297	(155,530)
Net Income (Loss)	1,505,460	999,085	3,023,963	(1,284,758)
Net (income) loss attributable to Non-Controlling Interests	(847,733)	(552,756)	(1,687,346)	734,869
Net Income (Loss) Attributable to Apollo Global Management, Inc.	657,727	446,329	1,336,617	(549,889)
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Investment in Athene Holding
Schedule of Equity Method Investments [Line Items]
Revenues	6,423	4,398	10,814	2,849
Operating Expenses	4,433	3,317	8,685	3,150
Income (loss) before income tax (provision) benefit	1,990	1,081	2,129	(301)
Income Tax Expense (Benefit)	184	150	246	(16)
Net Income (Loss)	1,806	931	1,883	(285)
Net (income) loss attributable to Non-Controlling Interests	389	88	(148)	(81)
Net Income (Loss) Attributable to Apollo Global Management, Inc.	1,417	843	2,031	(204)
Preferred stock dividends	35	19	71	37
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders	$ 1,382	$ 824	$ 1,960	$ (241)

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INVESTMENTS - Summary of Net Gains (Losses) from Investment Activities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Equity Method Investments and Joint Ventures [Abstract]
Debt Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment	$ 1,192	$ 70	$ 1,193	$ 1,877
Unrealized Gain (Loss) on Investments	912,202	268,597	1,265,352	(997,761)
Investment Income, Net, Amortization of Discount and Premium, Total	$ 913,394	$ 268,667	$ 1,266,545	$ (995,884)

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INVESTMENTS - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 1,492,071	$ 1,010,821
Credit
Schedule of Equity Method Investments [Line Items]
Equity method investments	472,320	258,952
Credit | AINV
Schedule of Equity Method Investments [Line Items]
Equity method investments	39,700	40,400
Value of company's investment	37,700	30,800
Credit | VA Capital Company, LLC
Schedule of Equity Method Investments [Line Items]
Equity method investments	323,500	113,500
Private Equity
Schedule of Equity Method Investments [Line Items]
Equity method investments	938,439	672,430
Private Equity | Fund VIII
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 318,400	$ 343,300
Ownership percentage	2.20%	2.20%
Private Equity | Fund IX
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 268,000	$ 134,400
Ownership percentage	1.90%	1.90%
Real Assets
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 81,312	$ 79,439

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INVESTMENTS - Summary of Performance Allocations (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Performance allocations	$ 2,736,493	$ 1,624,156
Credit
Schedule of Equity Method Investments [Line Items]
Performance allocations	484,010	465,153
Private Equity
Schedule of Equity Method Investments [Line Items]
Performance allocations	2,100,537	1,040,827
Real Assets
Schedule of Equity Method Investments [Line Items]
Performance allocations	$ 151,946	$ 118,176

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INVESTMENTS - Performance Allocations Rollforward (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)
Performance Allocation [Roll Forward]
Performance allocations beginning balance	$ 1,624,156
Change in fair value of funds	1,853,997
Fund distributions to the Company	(741,660)
Performance allocations ending balance	2,736,493
Credit
Performance Allocation [Roll Forward]
Performance allocations beginning balance	465,153
Change in fair value of funds	273,442
Fund distributions to the Company	(254,585)
Performance allocations ending balance	484,010
Private Equity
Performance Allocation [Roll Forward]
Performance allocations beginning balance	1,040,827
Change in fair value of funds	1,522,069
Fund distributions to the Company	(462,359)
Performance allocations ending balance	2,100,537
Real Assets
Performance Allocation [Roll Forward]
Performance allocations beginning balance	118,176
Change in fair value of funds	58,486
Fund distributions to the Company	(24,716)
Performance allocations ending balance	$ 151,946

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PROFIT SHARING PAYABLE - Summary of Profit Sharing (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Profit Sharing Payable Summary [Line Items]
Total profit sharing payable	$ 1,521,906	$ 842,677
Credit
Profit Sharing Payable Summary [Line Items]
Total profit sharing payable	435,211	356,375
Private Equity
Profit Sharing Payable Summary [Line Items]
Total profit sharing payable	1,009,378	422,079
Real Assets
Profit Sharing Payable Summary [Line Items]
Total profit sharing payable	$ 77,317	$ 64,223

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PROFIT SHARING PAYABLE - Rollforward Summary of Profit Sharing (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)
Profit Sharing Payable Rollforward [Roll Forward]
Profit sharing payable, beginning balance	$ 842,677
Profit sharing expense	960,257
Payments/other	(281,028)
Profit sharing payable, ending balance	1,521,906
Credit
Profit Sharing Payable Rollforward [Roll Forward]
Profit sharing payable, beginning balance	356,375
Profit sharing expense	189,553
Payments/other	(110,717)
Profit sharing payable, ending balance	435,211
Private Equity
Profit Sharing Payable Rollforward [Roll Forward]
Profit sharing payable, beginning balance	422,079
Profit sharing expense	740,289
Payments/other	(152,990)
Profit sharing payable, ending balance	1,009,378
Real Assets
Profit Sharing Payable Rollforward [Roll Forward]
Profit sharing payable, beginning balance	64,223
Profit sharing expense	30,415
Payments/other	(17,321)
Profit sharing payable, ending balance	$ 77,317

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VARIABLE INTEREST ENTITIES - Narrative (Details)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Feb. 28, 2020
Noncontrolling Interest [Line Items]
Number of days trade is open with VIE	60 days
Athene Holding | Athene Holding
Noncontrolling Interest [Line Items]
Incremental interest purchased			17.00%
Ownership percentage	28.40%	28.50%	28.00%

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VARIABLE INTEREST ENTITIES - Schedule of Net Gains from Investment Activities of Consolidated Variable Interest Entities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net gains (losses) from investment activities	$ 51,173	$ 478,480	$ 355,574	$ (500,744)
Net gains (losses) from debt	(2,519)	(353,182)	(11,527)	181,269
Interest and other income	228,420	84,609	362,758	236,051
Interest and other expenses	131,671	(152,045)	(448,808)	24,634
Net gains (losses) from investment activities of consolidated variable interest entities	$ 145,403	$ 57,862	$ 257,997	$ (108,058)

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VARIABLE INTEREST ENTITIES - Principal Provisions of Debt (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Collateralized assets	$ 18,833,698		$ 17,493,425
Consolidated Variable Interest Entities
Debt Instrument [Line Items]
Principal Outstanding	8,414,763		8,976,271
Debt, at fair value	8,077,288		8,660,515
Collateralized assets	9,100,000		9,600,000
Senior Notes | Consolidated Variable Interest Entities
Debt Instrument [Line Items]
Principal Outstanding	$ 4,851,818		$ 5,350,198
Weighted Average Interest Rate	1.98%		2.10%
Weighted Average Remaining Maturity in Years	12 years 10 months 24 days	6 years
Subordinated Notes | Consolidated Variable Interest Entities
Debt Instrument [Line Items]
Principal Outstanding	$ 3,453,339		$ 3,389,375
Weighted Average Interest Rate	5.03%		5.08%
Weighted Average Remaining Maturity in Years	32 years	21 years 1 month 6 days
Debt, at fair value	$ 700,000		$ 600,000
Secured Borrowings | Consolidated Variable Interest Entities
Debt Instrument [Line Items]
Principal Outstanding	$ 109,606		$ 236,698
Weighted Average Interest Rate	2.18%		2.41%
Weighted Average Remaining Maturity in Years	4 months 24 days	3 months 18 days

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VARIABLE INTEREST ENTITIES - Variable Interest Entities Which are Not Consolidated (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Assets:
Investments	$ 7,910,519	$ 4,995,411
Total Assets	27,541,346	23,669,084
Liabilities:
Total Liabilities	17,912,200	17,373,119
Variable Interest Entity, Not Primary Beneficiary
Assets:
Cash	299,882	354,109
Investments	4,153,458	4,154,057
Receivables	68,564	34,800
Total Assets	4,521,904	4,542,966
Liabilities:
Debt and other payables	1,315,315	1,229,345
Total Liabilities	1,315,315	1,229,345
Apollo Exposure	$ 157,106	$ 155,273

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Valuation of Financial Assets and Liabilities by the Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Investments, at fair value:
Derivative assets		$ 17
Total Assets	$ 18,833,698	17,493,425
Liabilities
Other liabilities	51,389
Derivative liabilities		100
Total Liabilities	8,284,257	8,804,479
Performance allocations	2,736,493	1,624,156
Consolidated Variable Interest Entities
Investments, at fair value:
Investments, at fair value	13,659,631	13,316,016
Investments of VIEs, at fair value	13,418,089	13,105,673
Total Assets	9,100,000	9,600,000
Liabilities
Debt of VIEs, at fair value	8,077,288	8,660,515
Other liabilities	26,596	24,076
U.S. Treasury securities, at fair value
Assets
U.S. Treasury securities, at fair value	1,492,112	1,816,958
Liabilities
Cost	1,492,104	1,816,635
Investment in Athene Holding
Investments, at fair value:
Investments, at fair value	3,208,968	1,942,574
Liabilities
Cost	2,092,247	2,092,247
Other Investments
Investments, at fair value:
Investments, at fair value	472,987	417,860
Liabilities
Cost	391,178	354,010
Total investments, at fair value
Investments, at fair value:
Investments, at fair value	3,681,955	2,360,434
Liabilities
Cost	2,483,425	2,446,257
Contingent Consideration Obligation
Liabilities
Contingent consideration obligations	128,984	119,788
Level I
Investments, at fair value:
Derivative assets		0
Total Assets	1,534,798	1,819,516
Liabilities
Other liabilities	51,389
Derivative liabilities		0
Total Liabilities	51,389	0
Level I | Consolidated Variable Interest Entities
Investments, at fair value:
Investments, at fair value	5,321	2,558
Investments of VIEs, at fair value	5,321	2,558
Investments of VIEs, valued using NAV	0	0
Liabilities
Debt of VIEs, at fair value	0	0
Other liabilities	0	0
Level I | U.S. Treasury securities, at fair value
Assets
U.S. Treasury securities, at fair value	1,492,112	1,816,958
Level I | Investment in Athene Holding
Investments, at fair value:
Investments, at fair value	0	0
Level I | Other Investments
Investments, at fair value:
Investments, at fair value	37,365	0
Level I | Total investments, at fair value
Investments, at fair value:
Investments, at fair value	37,365	0
Level I | Contingent Consideration Obligation
Liabilities
Contingent consideration obligations	0	0
Level II
Investments, at fair value:
Derivative assets		17
Total Assets	4,789,619	4,130,814
Liabilities
Other liabilities	0
Derivative liabilities		100
Total Liabilities	897,710	1,584,071
Level II | Consolidated Variable Interest Entities
Investments, at fair value:
Investments, at fair value	1,534,816	2,140,135
Investments of VIEs, at fair value	1,534,816	2,140,135
Investments of VIEs, valued using NAV	0	0
Liabilities
Debt of VIEs, at fair value	893,650	1,580,097
Other liabilities	4,060	3,874
Level II | U.S. Treasury securities, at fair value
Assets
U.S. Treasury securities, at fair value	0	0
Level II | Investment in Athene Holding
Investments, at fair value:
Investments, at fair value	3,208,968	1,942,574
Level II | Other Investments
Investments, at fair value:
Investments, at fair value	45,835	48,088
Level II | Total investments, at fair value
Investments, at fair value:
Investments, at fair value	3,254,803	1,990,662
Level II | Contingent Consideration Obligation
Liabilities
Contingent consideration obligations	0	0
Level III
Investments, at fair value:
Derivative assets		0
Total Assets	12,267,739	11,332,752
Liabilities
Other liabilities	0
Derivative liabilities		0
Total Liabilities	7,335,158	7,220,408
Level III | Consolidated Variable Interest Entities
Investments, at fair value:
Investments, at fair value	11,877,952	10,962,980
Investments of VIEs, at fair value	11,877,952	10,962,980
Investments of VIEs, valued using NAV	0	0
Liabilities
Debt of VIEs, at fair value	7,183,638	7,080,418
Other liabilities	22,536	20,202
Level III | U.S. Treasury securities, at fair value
Assets
U.S. Treasury securities, at fair value	0	0
Level III | Investment in Athene Holding
Investments, at fair value:
Investments, at fair value	0	0
Level III | Other Investments
Investments, at fair value:
Investments, at fair value	389,787	369,772
Liabilities
Performance allocations	93,300	44,400
Level III | Total investments, at fair value
Investments, at fair value:
Investments, at fair value	389,787	369,772
Level III | Contingent Consideration Obligation
Liabilities
Contingent consideration obligations	128,984	119,788
NAV | Consolidated Variable Interest Entities
Investments, at fair value:
Investments of VIEs, valued using NAV	$ 241,542	$ 210,343

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Changes in Fair Value in Financial Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	$ 12,328,720	$ 7,759,015	$ 11,332,752	$ 434,479
Transfer out due to deconsolidation	(229,717)		(229,717)	7,794,128
Purchases	692,073	658,899	1,682,423	1,019,535
Sale of investments/distributions	(561,229)	(155,690)	(809,168)	(193,255)
Settlements		(252,776)		(437,948)
Net realized gains	7,090	2,321	14,043	1,872
Changes in net unrealized gains	28,883	324,589	361,263	(335,737)
Cumulative translation adjustment	7,412	12,158	(21,888)	(714)
Transfer into Level III	7,219	1,706	10,591	70,636
Transfer out of Level III	(12,712)	(67,289)	(72,560)	(70,063)
Balance, End of Period	12,267,739	8,282,933	12,267,739	8,282,933
Consolidated Variable Interest Entities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	11,947,443	7,640,903	10,962,980	321,069
Transfer out due to deconsolidation	(229,717)		(229,717)	7,794,128
Purchases	692,073	530,348	1,682,423	859,580
Sale of investments/distributions	(557,994)	(154,724)	(805,933)	(183,877)
Settlements		(252,776)		(437,948)
Net realized gains	7,087	1,355	12,975	121
Changes in net unrealized gains	19,746	308,146	332,147	(334,556)
Cumulative translation adjustment	4,807	7,637	(14,248)	(3,784)
Transfer into Level III	7,219	1,706	9,885	70,636
Transfer out of Level III	(12,712)	(67,015)	(72,560)	(69,789)
Balance, End of Period	11,877,952	8,015,580	11,877,952	8,015,580
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains	9,137	16,442	29,116	(1,181)
Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date | Consolidated Variable Interest Entities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains	0	0	0	0
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains	66,050	70,639	198,957	(47,303)
Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date | Consolidated Variable Interest Entities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains	66,050	70,639	198,957	(47,303)
Other Investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	381,277	118,112	369,772	113,410
Transfer out due to deconsolidation	0		0	0
Purchases	0	128,551	0	159,955
Sale of investments/distributions	(3,235)	(966)	(3,235)	(9,378)
Settlements		0		0
Net realized gains	3	966	1,068	1,751
Changes in net unrealized gains	9,137	16,443	29,116	(1,181)
Cumulative translation adjustment	2,605	4,521	(7,640)	3,070
Transfer into Level III	0	0	706	0
Transfer out of Level III	0	(274)	0	(274)
Balance, End of Period	389,787	267,353	389,787	267,353
Other Investments | Change in net unrealized gains included in net gains from investment activities related to investments still held at reporting date
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains	9,137	16,442	29,116	(1,181)
Other Investments | Change in net unrealized gains included in net gains (losses) from investment activities of consolidated VIEs related to investments still held at reporting date
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized gains	$ 0	$ 0	$ 0	$ 0

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Changes in Fair Value in Financial Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	$ 7,430,472	$ 3,872,566	$ 7,220,408	$ 112,514
Transfer in due to consolidation				4,291,286
Issuances	101,871	213,828	311,408	302,928
Repayments	(228,043)	(18,969)	(285,018)	(211,620)
Net realized losses	10,239	3,459	10,730	3,459
Changes in net unrealized (gains) losses	8,208	278,566	91,456	(142,590)
Cumulative translation adjustment	12,214	8,394	(14,023)	1,867
Transfer into level III	197		197
Balance, End of Period	7,335,158	4,357,844	7,335,158	4,357,844
Debt And Other Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized (gains) losses	(5,559)	172,730	(58,909)	(225,263)
Contingent Consideration Obligations
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	113,222	76,700	119,788	112,514
Transfer in due to consolidation				0
Issuances	0	0	0	0
Repayments	(792)	(219)	(13,114)	(12,870)
Net realized losses	0	0	0	0
Changes in net unrealized (gains) losses	16,554	22,616	22,310	(547)
Cumulative translation adjustment	0	0	0	0
Transfer into level III	0		0
Balance, End of Period	128,984	99,097	128,984	99,097
Contingent Consideration Obligations | Debt And Other Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized (gains) losses	0	0	0	0
Debt and Other Liabilities of Consolidated VIEs | Consolidated Variable Interest Entities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, Beginning of Period	7,317,250	3,795,866	7,100,620	0
Transfer in due to consolidation				4,291,286
Issuances	101,871	213,828	311,408	302,928
Repayments	(227,251)	(18,750)	(271,904)	(198,750)
Net realized losses	10,239	3,459	10,730	3,459
Changes in net unrealized (gains) losses	(8,346)	255,950	69,146	(142,043)
Cumulative translation adjustment	12,214	8,394	(14,023)	1,867
Transfer into level III	197		197
Balance, End of Period	7,206,174	4,258,747	7,206,174	4,258,747
Debt and Other Liabilities of Consolidated VIEs | Consolidated Variable Interest Entities | Debt And Other Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in net unrealized (gains) losses	$ (5,559)	$ 172,730	$ (58,909)	$ (225,263)

XML

FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Quantitative Inputs and Assumptions used for Financial Assets and Liabilities Categories (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Financial Assets
Assets	$ 12,267,739	$ 12,328,720	$ 11,332,752	$ 8,282,933	$ 7,759,015	$ 434,479
Financial Liabilities
Liabilities	7,335,158	7,430,472	7,220,408	4,357,844	3,872,566	112,514
Consolidated Variable Interest Entities
Financial Assets
Investments, at fair value	13,659,631		13,316,016
Assets	11,877,952	11,947,443	10,962,980	8,015,580	7,640,903	321,069
Consolidated Variable Interest Entities | Secured loans
Financial Liabilities
Liabilities	4,013,342		3,822,475
Consolidated Variable Interest Entities | Subordinated notes
Financial Liabilities
Liabilities	3,148,942		3,044,437
Consolidated Variable Interest Entities | Other liabilities
Financial Liabilities
Liabilities	22,536		20,202
Consolidated Variable Interest Entities | Participating equity
Financial Liabilities
Liabilities	21,354
Consolidated Variable Interest Entities | Preferred equity
Financial Liabilities
Liabilities			213,506
Debt and Other Liabilities of Consolidated VIEs | Consolidated Variable Interest Entities
Financial Liabilities
Liabilities	7,206,174	$ 7,317,250	7,100,620	$ 4,258,747	$ 3,795,866	$ 0
Discounted cash flow | Contingent Consideration Obligations
Financial Liabilities
Liabilities	128,984		119,788
Level III
Financial Assets
Assets	12,267,739		11,332,752
Financial Liabilities
Liabilities	7,335,158		7,220,408
Level III | Consolidated Variable Interest Entities
Financial Assets
Investments, at fair value	11,877,952		10,962,980
Level III | Consolidated Variable Interest Entities | Equity securities
Financial Assets
Assets	4,222,903		4,339,244
Level III | Consolidated Variable Interest Entities | Bank loans
Financial Assets
Assets	3,928,257		3,501,384
Level III | Consolidated Variable Interest Entities | Profit participating notes
Financial Assets
Assets	2,638,732		2,577,596
Level III | Consolidated Variable Interest Entities | Real Assets
Financial Assets
Assets	454,220		422,123
Level III | Consolidated Variable Interest Entities | Bonds
Financial Assets
Assets	118,160		97,209
Level III | Consolidated Variable Interest Entities | Convertible securities
Financial Assets
Assets	26,142		16,581
Level III | Consolidated Variable Interest Entities | Warrants
Financial Assets
Assets	3,380		2,676
Level III | Consolidated Variable Interest Entities | Other equity investments
Financial Assets
Assets	486,158		6,167
Level III | Embedded value | Other investments
Financial Assets
Investments, at fair value	263,237		254,655
Level III | Discounted cash flow | Other investments
Financial Assets
Investments, at fair value	118,178		107,652
Level III | Third party pricing | Other investments
Financial Assets
Investments, at fair value	$ 8,372		$ 7,465
Level III | Discount rate | Discounted cash flow | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input			0.124
Level III | Discount rate | Discounted cash flow | Consolidated Variable Interest Entities | Preferred equity
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input			0.15
Level III | Discount rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Other investments
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Other investments, measurement input	16.00%		16.00%
Level III | Discount rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	0.031		0.044
Level III | Discount rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Bank loans
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Bank loans, measurement input	0.018		0.018
Level III | Discount rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Profit participating notes
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Profit Participating Notes, Measurement Input	0.087		0.075
Level III | Discount rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.070		0.063
Level III | Discount rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Bonds
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Bonds, Measurement Input	0.045		0.055
Level III | Discount rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Secured loans
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input	0.014		0.018
Level III | Discount rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Subordinated notes
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input	0.045		0.077
Level III | Discount rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Other liabilities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input	0.022		0.018
Level III | Discount rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Other investments
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Other investments, measurement input	47.50%		47.50%
Level III | Discount rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	0.230		0.156
Level III | Discount rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Bank loans
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Bank loans, measurement input	0.156		0.270
Level III | Discount rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Profit participating notes
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Profit Participating Notes, Measurement Input	0.125		0.150
Level III | Discount rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.125		0.125
Level III | Discount rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Bonds
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Bonds, Measurement Input	0.072		0.070
Level III | Discount rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Secured loans
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input	0.096		0.093
Level III | Discount rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Subordinated notes
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input	0.115		0.140
Level III | Discount rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Other liabilities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input	0.091		0.079
Level III | Discount rate | Discounted cash flow | Weighted Average | Other investments
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Other investments, measurement input	23.00%		23.40%
Level III | Discount rate | Discounted cash flow | Weighted Average | Contingent Consideration Obligations
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Contingent consideration obligation, measurement input	0.185		0.175
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	0.101		0.072
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Bank loans
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Bank loans, measurement input	0.041		0.034
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Profit participating notes
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Profit Participating Notes, Measurement Input	0.124		0.146
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.083		0.084
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Bonds
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Bonds, Measurement Input	0.065		0.065
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input			0.124
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Secured loans
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input	0.026		0.027
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Subordinated notes
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input	0.057		0.099
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Other liabilities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input	0.059		0.057
Level III | Discount rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Preferred equity
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Long-term debt, measurement input			0.15
Level III | Discount rate | Dividend discount model | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	13.9
Level III | Discount rate | Dividend discount model | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input	0.139
Level III | Discount rate | Dividend discount model | Minimum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input			0.097
Level III | Discount rate | Dividend discount model | Maximum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input			0.138
Level III | Discount rate | Dividend discount model | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	0.139		0.112
Level III | Discount rate | Dividend discount model | Weighted Average | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input	0.139
Level III | Discount rate | Adjusted transaction value | Minimum | Consolidated Variable Interest Entities | Other equity investments
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Other equity investments, measurement input	0.085
Level III | Discount rate | Adjusted transaction value | Maximum | Consolidated Variable Interest Entities | Other equity investments
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Other equity investments, measurement input	0.125
Level III | Discount rate | Adjusted transaction value | Weighted Average | Consolidated Variable Interest Entities | Other equity investments
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Other equity investments, measurement input	0.105
Level III | Discount rate | Market comparable companies | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input			0.138
Level III | Discount rate | Market comparable companies | Weighted Average | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input			0.138
Level III | Disposition timeline | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	10		8
Level III | Disposition timeline | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	52		52
Level III | Disposition timeline | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	26.8		28.8
Level III | 2 year home price index forecast | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	(0.107)		(0.14)
Level III | 2 year home price index forecast | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	0.176		0.096
Level III | 2 year home price index forecast | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	0.040		(0.025)
Level III | NTAV multiple | Guideline public company | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	1.25
Level III | NTAV multiple | Guideline public company | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	1.25
Level III | NTAV multiple | Valuation, Market Approach [Member] | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input			1.2
Level III | NTAV multiple | Valuation, Market Approach [Member] | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input			1.2
Level III | TBV multiple | Valuation, Market Approach [Member] | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	0.61		0.56
Level III | TBV multiple | Valuation, Market Approach [Member] | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input	0.61		0.56
Level III | TBV multiple | Valuation, Market Approach [Member] | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	0.61		0.56
Level III | TBV multiple | Valuation, Market Approach [Member] | Weighted Average | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input	0.61		0.56
Level III | Purchase multiple | Adjusted transaction value | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	1.25		1.1
Level III | Purchase multiple | Adjusted transaction value | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	1.25		1.1
Level III | Measurement Input, TEL/EBITDA | Guideline public company | Minimum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	5.5
Level III | Measurement Input, TEL/EBITDA | Guideline public company | Maximum | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	8.0
Level III | Measurement Input, TEL/EBITDA | Guideline public company | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	7.6
Level III | N/A | Adjusted transaction value | Minimum | Consolidated Variable Interest Entities | Bank loans
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Bank loans, measurement input			0.140
Level III | N/A | Adjusted transaction value | Maximum | Consolidated Variable Interest Entities | Bank loans
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Bank loans, measurement input			0.750
Level III | N/A | Adjusted transaction value | Weighted Average | Consolidated Variable Interest Entities | Bank loans
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Bank loans, measurement input			0.578
Level III | Capitalization rate | Discounted cash flow | Minimum | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.045		0.058
Level III | Capitalization rate | Discounted cash flow | Maximum | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.060		0.060
Level III | Capitalization rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.057		0.058
Level III | Capitalization rate | Direct capitalization | Minimum | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.055		0.055
Level III | Capitalization rate | Direct capitalization | Maximum | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.085		0.085
Level III | Capitalization rate | Direct capitalization | Weighted Average | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.064		0.066
Level III | Terminal capitalization rate | Discounted cash flow | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.083		0.083
Level III | Terminal capitalization rate | Discounted cash flow | Weighted Average | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.083		0.083
Level III | Terminal capitalization rate | Direct capitalization | Minimum | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.063		0.058
Level III | Terminal capitalization rate | Direct capitalization | Maximum | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input	0.120		0.12
Level III | Terminal capitalization rate | Direct capitalization | Weighted Average | Consolidated Variable Interest Entities | Real Assets
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Real estate, measurement input			0.076
Level III | Volatility | Option model | Minimum | Consolidated Variable Interest Entities | Warrants
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants, measurement input	0.350		0.500
Level III | Volatility | Option model | Maximum | Consolidated Variable Interest Entities | Warrants
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants, measurement input	0.604		0.644
Level III | Volatility | Option model | Weighted Average | Consolidated Variable Interest Entities | Warrants
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Warrants, measurement input	0.479		0.531
Level III | P/E multiple | Valuation, Market Approach [Member] | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	10.4		9.8
Level III | P/E multiple | Valuation, Market Approach [Member] | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input	10.0		9.8
Level III | P/E multiple | Valuation, Market Approach [Member] | Weighted Average | Consolidated Variable Interest Entities | Equity securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Equity securities, measurement input	10.4		9.8
Level III | P/E multiple | Valuation, Market Approach [Member] | Weighted Average | Consolidated Variable Interest Entities | Convertible securities
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Convertible Securities, Measurement Input	10.0		9.8

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FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - Narrative (Details) - Investment in Athene Holding - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Market price (in USD per share)	$ 67.50	$ 43.14
DLOM percent	12.90%	17.50%

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OTHER ASSETS - Schedule of Other Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fixed assets	$ 203,154		$ 191,853
Less: Accumulated depreciation and amortization	(119,904)		(111,821)
Fixed assets, net	83,250		80,032
Deferred equity-based compensation	239,946		137,777
Prepaid expenses	68,161		46,639
Intangible assets, net	20,584		23,586
Tax receivables	27,716		42,979
Other	54,798		33,950
Total Other Assets	494,455		$ 364,963
Other liabilities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of grants	$ 224,400	$ 114,600

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OTHER ASSETS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Depreciation	$ 4.3	$ 2.3	$ 8.3	$ 4.9

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LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Leases [Abstract]
Operating Lease, Cost	$ 12,529	$ 13,617	$ 23,013	$ 25,979

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LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Leases [Abstract]
Operating Lease, Payments	$ 4,939	$ 3,307	$ 12,494	$ 13,956

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LEASES - Lease Payments by Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Operating Lease Payments
Remaining 2021	$ 23,251
2022	45,662
2023	41,125
2024	37,453
2025	35,160
Thereafter	313,404
Total lease payments	496,055
Less imputed interest	(86,125)
Present value of lease payments	$ 409,930	$ 332,915

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LEASES - Narrative (Details) $ in Millions	Jun. 30, 2021 USD ($)
Leases [Abstract]
Lease not yet commenced, amount	$ 160.4
Lease not yet commenced, term	16 years

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LEASES - Maturities of Lease Liabilities (Details)	Jun. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted average remaining lease term (in years)	13 years 7 months 6 days	13 years 10 months 24 days
Weighted average discount rate	3.00%	3.10%

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INCOME TAXES - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income tax (provision) benefit	$ (194,051,000)	$ (140,323,000)	$ (397,297,000)	$ 155,530,000
Effective tax rate	11.40%	12.30%	11.60%	10.80%
Unrecognized tax benefits	$ 0		$ 0
Unremitted foreign earnings	$ 0		$ 0
Period of recognition for tax intangibles			15 years

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INCOME TAXES - Impact of Exchange of AOG Units (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Increase in Deferred Tax Asset	$ 45,479	$ 76,580
Increase in Tax Receivable Agreement Liability	38,229	62,531
Increase to Additional Paid In Capital	$ 7,250	$ 14,049

XML

DEBT - Summary of Debt (Details) € in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2021 EUR (€)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Outstanding Balance	$ 3,154,289		$ 3,155,221
Fair Value	3,561,848		3,598,416
Unamortized debt issuance cost	26,768		28,373
Senior Notes | 2024 Senior Notes
Debt Instrument [Line Items]
Outstanding Balance	498,143		497,817
Fair Value	$ 545,437		$ 553,633
Annualized Weighted Average Interest Rate	4.00%	4.00%	4.00%
Unamortized debt issuance cost	$ 1,565		$ 1,841
Senior Notes | 2026 Senior Notes
Debt Instrument [Line Items]
Outstanding Balance	497,473		497,217
Fair Value	$ 568,433		$ 581,898
Annualized Weighted Average Interest Rate	4.40%	4.40%	4.40%
Unamortized debt issuance cost	$ 2,310		$ 2,545
Senior Notes | 2029 Senior Notes [Member]
Debt Instrument [Line Items]
Outstanding Balance	674,772		674,757
Fair Value	$ 790,973		$ 804,768
Annualized Weighted Average Interest Rate	4.87%	4.87%	4.87%
Unamortized debt issuance cost	$ 4,958		$ 5,282
Senior Notes | 2030 Senior Notes
Debt Instrument [Line Items]
Outstanding Balance	494,630		494,375
Fair Value	$ 508,997		$ 513,362
Annualized Weighted Average Interest Rate	2.65%	2.65%	2.65%
Unamortized debt issuance cost	$ 4,049		$ 4,231
Senior Notes | 2048 Senior Notes
Debt Instrument [Line Items]
Outstanding Balance	296,695		296,633
Fair Value	$ 385,876		$ 379,953
Annualized Weighted Average Interest Rate	5.00%	5.00%	5.00%
Unamortized debt issuance cost	$ 3,016		$ 3,073
Senior Secured Notes | 2039 Senior Secured Guaranteed Notes
Debt Instrument [Line Items]
Outstanding Balance	317,514		317,042
Fair Value	$ 371,705		$ 376,472
Annualized Weighted Average Interest Rate	4.77%	4.77%	4.77%
Unamortized debt issuance cost	$ 7,486		$ 7,958
Subordinated notes | 2050 Subordinated Notes
Debt Instrument [Line Items]
Outstanding Balance	296,616		296,557
Fair Value	$ 312,000		$ 307,500
Annualized Weighted Average Interest Rate	4.95%	4.95%	4.95%
Unamortized debt issuance cost	$ 3,384		$ 3,443
AMI Term Facility | Secured Borrowing [Member]
Debt Instrument [Line Items]
Outstanding Balance	18,952		19,526
Fair Value	$ 18,942		$ 19,527
Annualized Weighted Average Interest Rate	1.84%	1.84%	1.84%
Loan Amount | €		€ 15,984
Debt instrument term	10 years 2 months 12 days
AMI Term Facility | Secured Borrowing II
Debt Instrument [Line Items]
Outstanding Balance	$ 20,157		$ 20,767
Fair Value	$ 20,148		$ 20,773
Annualized Weighted Average Interest Rate	1.70%	1.70%	1.71%
Loan Amount | €		€ 17,000
AMI Term Facility | 2016 AMI Term Facility I
Debt Instrument [Line Items]
Outstanding Balance	$ 20,002		$ 20,608
Fair Value	$ 20,002		$ 20,608
Annualized Weighted Average Interest Rate	1.30%	1.30%	1.30%
Loan Amount | €		€ 16,870
AMI Term Facility | 2016 AMI Term Facility II
Debt Instrument [Line Items]
Outstanding Balance	$ 19,335		$ 19,922
Fair Value	$ 19,335		$ 19,922
Annualized Weighted Average Interest Rate	1.40%	1.40%	1.40%
Loan Amount | €		€ 16,308

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DEBT - Narrative (Details)		6 Months Ended
	Jul. 11, 2018 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Nov. 23, 2020 USD ($)	Jun. 05, 2020 USD ($)	Dec. 17, 2019 USD ($)	Jun. 11, 2019 USD ($)	Jun. 10, 2019 USD ($)	Feb. 07, 2019 USD ($)	Mar. 15, 2018 USD ($)	May 27, 2016 USD ($)	May 30, 2014 USD ($)
Debt Instrument [Line Items]
Debt		$ 3,154,289,000		$ 3,155,221,000
Principal payments on debt		$ 0	$ 16,990,000
Revolving Credit Facility | AMH Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 750,000,000
Incremental facilities	$ 250,000,000
Leverage ratio maximum	4.00
Revolving Credit Facility | 2018 AMH Credit Facility
Debt Instrument [Line Items]
Commitment fee (as a percent)		0.09%
Revolving Credit Facility | 2018 AMH Credit Facility | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)		1.00%
Senior Notes | 2024 Senior Notes
Debt Instrument [Line Items]
Debt		$ 498,143,000		497,817,000
Debt, face amount													$ 500,000,000
Debt, interest rate													4.00%
Debt issuance price (as a percent)													99.722%
Senior Notes | 2026 Senior Notes
Debt Instrument [Line Items]
Debt		497,473,000		497,217,000
Debt, face amount												$ 500,000,000
Debt, interest rate												4.40%
Debt issuance price (as a percent)												99.912%
Senior Notes | 2029 Senior Notes [Member]
Debt Instrument [Line Items]
Debt		674,772,000		674,757,000
Debt, face amount		675,000,000						$ 125,000,000		$ 550,000,000
Debt, interest rate										4.872%
Debt issuance price (as a percent)								104.812%		99.999%
Senior Notes | 2030 Senior Notes
Debt Instrument [Line Items]
Debt		494,630,000		494,375,000
Debt, face amount						$ 500,000,000
Debt, interest rate						2.65%
Debt issuance price (as a percent)						99.704%
Senior Notes | 2048 Senior Notes
Debt Instrument [Line Items]
Debt		296,695,000		296,633,000
Debt, face amount											$ 300,000,000
Debt, interest rate											5.00%
Debt issuance price (as a percent)											99.892%
Senior Secured Notes | 2039 Senior Secured Guaranteed Notes
Debt Instrument [Line Items]
Debt		317,514,000		317,042,000
Debt, face amount									$ 325,000,000
Debt, interest rate									4.77%
Additional interest to be accrued (as a percent)									5.00%
Subordinated notes | 2050 Subordinated Notes
Debt Instrument [Line Items]
Debt		$ 296,616,000		$ 296,557,000
Debt, face amount							$ 300,000,000
Debt, interest rate							4.95%
Debt issuance price (as a percent)							100.00%

XML

DEBT - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Debt Instrument [Line Items]
Total Interest Expense	$ 34,814	$ 32,291	$ 69,613	$ 63,533
Line of Credit | 2018 AMH Credit Facility
Debt Instrument [Line Items]
Total Interest Expense			0	628
Line of Credit | AMH Credit Facility
Debt Instrument [Line Items]
Total Interest Expense	322	0	643	0
Line of Credit | AMI Term Facilities/ Secured Borrowings
Debt Instrument [Line Items]
Total Interest Expense	376	360	739	630
Senior Notes | 2024 Senior Notes
Debt Instrument [Line Items]
Total Interest Expense	5,163	5,163	10,326	10,326
Senior Notes | 2026 Senior Notes
Debt Instrument [Line Items]
Total Interest Expense	5,628	5,628	11,256	11,256
Senior Notes | 2029 Senior Notes
Debt Instrument [Line Items]
Total Interest Expense	8,229	8,229	16,458	16,458
Senior Notes | 2030 Senior Notes
Debt Instrument [Line Items]
Total Interest Expense	3,462	964	6,922	964
Senior Notes | 2048 Senior Notes
Debt Instrument [Line Items]
Total Interest Expense	3,781	3,780	7,562	7,562
Subordinated notes | 2050 Subordinated Notes
Debt Instrument [Line Items]
Total Interest Expense	3,742	3,742	7,484	7,486
Senior Secured Notes | 2039 Senior Secured Guaranteed Notes
Debt Instrument [Line Items]
Total Interest Expense	4,111	4,111	$ 8,223	$ 8,223
Revolving Credit Facility | 2018 AMH Credit Facility
Debt Instrument [Line Items]
Total Interest Expense	$ 0	$ 314

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NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK - Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands										3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 15, 2021	May 04, 2021	Apr. 14, 2021	Feb. 26, 2021	Nov. 30, 2020	Aug. 31, 2020	May 29, 2020	Apr. 15, 2020	Feb. 28, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Numerator:
Dividends	$ (19,500)	$ (216,400)	$ (41,800)	$ (260,600)	$ (220,700)	$ (212,100)	$ (181,900)	$ (43,000)	$ (361,200)			$ (538,300)		$ (1,018,900)
Earnings Allocable To Participating Securities										$ (19,774)	$ (13,947)	(38,970)	$ 0
RSUs
Numerator:
Dividends										(4,042)	(3,608)	(9,144)	(10,855)
Class A Common Stock
Numerator:
Net income (loss) attributable to Apollo Global Management, Inc. Class A Common Stockholders										648,563	437,164	1,318,289	(568,218)
Dividends	$ 0	$ (115,500)	$ 0	$ (139,200)	$ (116,700)	$ (112,100)	$ (96,200)	$ 0	$ (205,600)	(115,494)	(96,181)	(254,674)	(301,783)	$ (530,600)
Undistributed Earnings (Loss) Allocated To Participating Securities, Basic And Diluted										$ 509,253	$ 323,428	$ 1,015,501	$ (880,856)
Denominator:
Weighted Average Number of Shares of Class A Common Stock Outstanding – Basic (in shares)										231,058,813	227,653,988	230,534,073	227,205,866
Weighted Average Number of Shares of Class A Common Stock Outstanding – Diluted (in shares)										231,058,813	227,653,988	230,534,073	227,205,866
Net Income per share of Class A Common Stock: Basic and Diluted
Distributed Income (in USD per share)										$ 0.50	$ 0.42	$ 1.10	$ 1.31
Undistributed Income (Loss) (in USD per share)										2.20	1.42	4.41	(3.86)
Net Income (Loss) Available to Class A Common Stock – Basic (in USD per share)										2.70	1.84	5.51	(2.55)
Net Income (Loss) Available to Class A Common Stock – Diluted (in USD per share)										$ 2.70	$ 1.84	$ 5.51	$ (2.55)

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NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK - Narrative (Details)	6 Months Ended
	Jun. 30, 2021 USD ($) grant votes $ / shares shares	Jun. 30, 2020	Dec. 31, 2020 $ / shares shares
Class A Common Stock
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)	231,366,321		228,873,449
Common stock, par value (in USD per share) | $ / shares	$ 0.00001		$ 0.00001
Class B Common Stock
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
Common stock, par value (in USD per share) | $ / shares	$ 0.00001		$ 0.00001
Number of votes | votes	1
Class B common stock net income (loss) | $	$ 0
Class B common stock distribution or liquidation rights (in shares)	0
Class B voting power, percent of voting rights	46.60%	47.20%
RSUs
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Number of types of grants | grant	3
Vesting period	3 years
RSUs | Plan Grants | Minimum
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Vesting period	1 year
RSUs | Plan Grants | Maximum
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Vesting period	6 years
RSUs | Bonus Grants
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Vesting period	3 years
RSUs | Performance Grants | Minimum
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Vesting period	3 years
RSUs | Performance Grants | Maximum
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Vesting period	5 years

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NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK - Weighted Average Shares Issued (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Weighted average vested/unvested RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average vested RSUs (in shares)	309,142	254,147	675,233	834,718
Weighted average unvested units (in shares)	8,006,542	8,252,215	7,491,189	7,670,111
Apollo Operating Group (AOG) Unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average unvested units (in shares)	172,599,261	174,873,808	173,207,079	175,737,132
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average unvested units (in shares)	656,220	1,310,805	680,448	1,245,164

XML

EQUITY-BASED COMPENSATION - RSUs, Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 52,998	$ 59,420	$ 109,446	$ 111,542
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Granted (in shares)			3,336,739
Fair value of grants			$ 160,100	179,700
Equity-based compensation	40,866	47,282	$ 85,971	92,800
RSUs | Plan Grants | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
RSUs | Plan Grants | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			6 years
RSUs | Plan Grants | Vesting Period One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
RSUs | Bonus Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
RSUs | Bonus Grants | Vesting Period One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
RSUs | Performance Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 17,488	$ 28,467	$ 43,865	$ 57,331
RSUs | Performance Grants | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
RSUs | Performance Grants | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
RSUs | Performance Grants | Certain Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			1,200,000	2,000,000.0
Fair value of grants			$ 51,500	$ 81,400
RSUs | Yeah Over Year Growth Earnings Metrics | Certain Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			200,000	300,000
Fair value of grants			$ 7,500	$ 11,700

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EQUITY-BASED COMPENSATION - RSUs, Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 52,998	$ 59,420	$ 109,446	$ 111,542
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Actual Forfeiture Rate	0.40%	5.80%	0.80%	6.40%
Equity-based compensation	$ 40,866	$ 47,282	$ 85,971	$ 92,800
RSUs | Performance Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 17,488	$ 28,467	$ 43,865	$ 57,331

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EQUITY-BASED COMPENSATION - RSUs Activity (Details) - RSUs $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares
Unvested
Beginning balance (in shares)	8,978,393
Granted (in shares)	3,336,739
Forfeited (in shares)	(101,554)
Vested (in shares)	(1,506,292)
Ending balance (in shares)	10,707,286
Weighted Average Grant Date Fair Value
Beginning balance (in USD per share) | $ / shares	$ 31.89
Granted (in USD per share) | $ / shares	48.00
Forfeited (in USD per share) | $ / shares	42.27
Vested (in USD per share) | $ / shares	33.65
Issued (in USD per share) | $ / shares	0
Ending balance (in USD per share) | $ / shares	$ 36.56
Total Number of RSUs Outstanding
Beginning balance (in shares)	10,811,725
Granted (in shares)	3,336,739
Forfeited (in shares)	(101,554)
Vested (in shares)	1,506,292
Issued (in shares)	(2,980,032)
Ending balance (in shares)	11,066,878
Unrecognized equity-based compensation expense | $	$ 233.6
Weighted Average
Total Number of RSUs Outstanding
Unrecognized equity-based compensation expense, period of recognition	2 years 2 months 12 days
Vested
Unvested
Vested (in shares)	(1,506,292)
Total Number of RSUs Outstanding
Beginning balance (in shares)	1,833,332
Forfeited (in shares)	0
Vested (in shares)	1,506,292
Issued (in shares)	(2,980,032)
Ending balance (in shares)	359,592

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EQUITY-BASED COMPENSATION - Reconciliation of Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation	$ 52,998	$ 59,420	$ 109,446	$ 111,542
Non-Controlling Interests in Apollo Operating Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			6,248	2,109
Less other equity-based compensation awards			(6,248)	(2,109)
Capital increase related to equity-based compensation			0	0
Allocated to Apollo Global Management, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			103,198	109,433
Less other equity-based compensation awards			(16,940)	(16,203)
Capital increase related to equity-based compensation			86,258	93,230
RSUs, share options and restricted share awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			96,010	107,069
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]
Equity-based compensation			$ 0	$ 0
Non-Controlling Interest % in Apollo Operating Group			0.00%	0.00%
RSUs, share options and restricted share awards | Allocated to Apollo Global Management, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			$ 96,010	$ 107,069
Other equity-based compensation awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			13,436	4,473
Other equity-based compensation awards | Non-Controlling Interests in Apollo Operating Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			$ 6,248	$ 2,109
Non-Controlling Interest % in Apollo Operating Group			46.50%	47.10%
Other equity-based compensation awards | Allocated to Apollo Global Management, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation			$ 7,188	$ 2,364

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EQUITY - Common Stock, Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended
	Feb. 28, 2020	Jan. 31, 2019	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Mar. 12, 2020
Class of Stock [Line Items]
Increase in authorized repurchased amount		$ 250,000,000
Authorized common stock for repurchase (up to)		$ 500,000,000				$ 500,000,000
Repurchases and canceled amount			$ (122,703,000)	$ (122,703,000)	$ (64,205,000)
Class A Common Stock
Class of Stock [Line Items]
Stock repurchase, unused capacity						$ 80,000,000
Repurchase of Class A Common Stock (in shares)				(1,818,108)	(2,194,095)
Repurchases and canceled amount				$ (105,700,000)	$ (64,200,000)
Athene Holding
Class of Stock [Line Items]
Equity interests issued (in shares)	29,154,519
Apollo Operating Group | Athene Holding
Class of Stock [Line Items]
Ownership percentage by noncontrolling owners			6.70%	6.70%

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EQUITY - Class A Common Stock Activity (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Class of Stock [Line Items]
Issuance of shares of Class A Common Stock for equity-based awards (in shares)	1,490,785	3,151,903
Cash paid for tax liabilities	$ 63.7	$ 85.5
Shares of Class A Common Stock issued in settlement of vested RSUs and share options exercised
Class of Stock [Line Items]
Issuance of shares of Class A Common Stock for equity-based awards (in shares)	2,980,032	4,366,569
Gross value of shares issued	$ 155.2	$ 202.2
Reduction of shares of Class A Common Stock issued
Class of Stock [Line Items]
Issuance of shares of Class A Common Stock for equity-based awards (in shares)	(1,218,885)	(1,843,305)
Vesting period	3 years
Restricted shares forfeited (in shares)	(101,554)
Shares of Class A Common Stock purchased related to share issuances and forfeitures
Class of Stock [Line Items]
Issuance of shares of Class A Common Stock for equity-based awards (in shares)	(270,362)	628,639
Restricted shares forfeited (in shares)	0	(7,675)
Class A Common Stock | Reduction of shares of Class A Common Stock issued
Class of Stock [Line Items]
Restricted shares issued (in shares)	270,362	149,042
Class A Common Stock | Shares of Class A Common Stock purchased related to share issuances and forfeitures
Class of Stock [Line Items]
Restricted shares issued (in shares)	56,243	636,314
Common stock shares repurchased (in shares)	326,605	0

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EQUITY - Preferred Stock Issuance, Narrative (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended	6 Months Ended
	Mar. 19, 2018	Mar. 07, 2017	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 05, 2019
Class of Stock [Line Items]
Issuance of preferred shares, net of issuance costs	$ 289.8	$ 264.4
Series A Preferred Share
Class of Stock [Line Items]
Preferred stock, shares issued		11,000,000
Dividend rate per annum		6.375%
Issuance of preferred shares, net of issuance costs		$ 275.0
Series B Preferred Share
Class of Stock [Line Items]
Preferred stock, shares issued	12,000,000
Dividend rate per annum	6.375%
Issuance of preferred shares, net of issuance costs	$ 300.0
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares issued			11,000,000	11,000,000	11,000,000
Preferred stock, shares outstanding			11,000,000	11,000,000	11,000,000
Dividends declared per share (in USD per share)			$ 0.398438
Series A Preferred Stock | AGM LLC
Class of Stock [Line Items]
Preferred stock, shares issued						1
Preferred stock, liquidation preference (in USD per share)						$ 25.00
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares issued			12,000,000	12,000,000	12,000,000
Preferred stock, shares outstanding			12,000,000	12,000,000	12,000,000
Series B Preferred Stock | Equity, Redemption, Period One
Class of Stock [Line Items]
Redemption price (in USD per share)			$ 25.50	$ 25.50
Required days notice				30 days
Number of days within occurrence				60 days
Series B Preferred Stock | AGM LLC
Class of Stock [Line Items]
Preferred stock, shares issued						1
Preferred stock, liquidation preference (in USD per share)						$ 25.00
Preferred Stock
Class of Stock [Line Items]
Increase to distribution rate (as a percent)				5.00%
Preferred Stock | Equity, Redemption, Period Two
Class of Stock [Line Items]
Redemption price (in USD per share)			25.00	$ 25.00
Preferred Stock | Equity, Redemption, Period One
Class of Stock [Line Items]
Redemption price (in USD per share)			$ 25.25	$ 25.25
Required days notice				30 days
Number of days within occurrence				60 days

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EQUITY - Schedule of Dividends and Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands										1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 15, 2021	May 04, 2021	Apr. 14, 2021	Feb. 26, 2021	Nov. 30, 2020	Aug. 31, 2020	May 29, 2020	Apr. 15, 2020	Feb. 28, 2020	Apr. 30, 2021	Apr. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Class of Stock [Line Items]
Dividends/Distributions	$ 19,500	$ 216,400	$ 41,800	$ 260,600	$ 220,700	$ 212,100	$ 181,900	$ 43,000	$ 361,200					$ 538,300		$ 1,018,900
Distribution to Non-Controlling Interest Holders in the Apollo Operating Group
Class of Stock [Line Items]
Distribution to Non-Controlling Interest Holders in the Apollo Operating Group	$ 19,500	$ 100,900	$ 41,800	$ 121,400	$ 104,000	$ 100,000	$ 85,700	$ 43,000	$ 155,600	$ 34,700	$ 43,000			$ 283,600		$ 488,300
Distribution made (in USD per share)			$ 0.15					$ 0.21
Distributions made related with federal corporate estimated tax payments (in USD per share)	$ 0.08		0.03
Class A Common Stock
Class of Stock [Line Items]
Dividends per share of Class A Common Stock (in USD per share)	$ 0	$ 0.50	$ 0	$ 0.60	$ 0.51	$ 0.49	$ 0.42	$ 0	$ 0.89					$ 1.10		$ 2.31
Dividends/Distributions	$ 0	$ 115,500	$ 0	$ 139,200	$ 116,700	$ 112,100	$ 96,200	$ 0	$ 205,600			$ 115,494	$ 96,181	$ 254,674	$ 301,783	$ 530,600
Distribution made (in USD per share)												$ 0.50	$ 0.42	$ 1.10	$ 1.31
Distribution Equivalents on Participating Securities
Class of Stock [Line Items]
Dividends/Distributions	$ 0	$ 4,000	$ 0	$ 5,100	$ 4,100	$ 4,000	$ 3,600	$ 0	$ 7,200					$ 9,100		$ 18,900

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EQUITY - Interests in Consolidated Entities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net Income Attributable To Non-Controlling Interests In Consolidated Entities [Abstract]
Net income attributable to Non-Controlling Interests in consolidated entities	$ 847,733	$ 552,756	$ 1,687,346	$ (734,869)
Net Income Attributable To Non-Controlling Interests In The Apollo Operating Group [Abstract]
Net income (loss)	1,505,460	999,085	3,023,963	(1,284,758)
Net Income (Loss) Attributable to Noncontrolling Interest	(847,733)	(552,756)	(1,687,346)	734,869
Net Income (Loss) Attributable to Apollo Global Management, Inc.	657,727	446,329	1,336,617	(549,889)
Adjustments [Abstract]
Income tax provision (benefit)	194,051	140,323	397,297	(155,530)
NYC UBT and foreign tax benefit	(7,727)	(3,181)	(13,481)	(10,643)
Net Income (Loss) Attributable to Parent	(657,727)	(446,329)	(1,336,617)	549,889
Total adjustments	178,413	127,987	365,492	(184,484)
Other comprehensive income (loss) attributable to Non-Controlling Interests	3,571	6,223	(10,193)	(818)
Comprehensive Income (Loss) Attributable to Non-Controlling Interests	851,304	558,979	1,677,153	(735,687)
Series A Preferred Stock
Adjustments [Abstract]
Preferred Stock Dividends	(4,383)	(4,383)	(8,766)	(8,766)
Series B Preferred Stock
Adjustments [Abstract]
Preferred Stock Dividends	(4,781)	(4,782)	(9,562)	(9,563)
Other consolidated entities
Net Income Attributable To Non-Controlling Interests In Consolidated Entities [Abstract]
Net income attributable to Non-Controlling Interests in consolidated entities	114,959	40,037	184,257	(124,620)
Net Income Attributable To Non-Controlling Interests In The Apollo Operating Group [Abstract]
Net Income (Loss) Attributable to Noncontrolling Interest	(114,959)	(40,037)	(184,257)	124,620
Consolidated entities
Net Income Attributable To Non-Controlling Interests In Consolidated Entities [Abstract]
Net income attributable to Non-Controlling Interests in consolidated entities	116,276	41,068	186,854	(123,341)
Net Income Attributable To Non-Controlling Interests In The Apollo Operating Group [Abstract]
Net income (loss)	1,567,597	1,086,004	3,202,601	(1,345,901)
Net Income (Loss) Attributable to Noncontrolling Interest	(116,276)	(41,068)	(186,854)	123,341
Net Income (Loss) Attributable to Apollo Global Management, Inc.	1,389,184	958,017	2,837,109	(1,161,417)
Adjustments [Abstract]
Net Income (Loss) Attributable to Parent	(1,389,184)	(958,017)	(2,837,109)	1,161,417
Interest in management companies and a co-investment vehicle
Net Income Attributable To Non-Controlling Interests In Consolidated Entities [Abstract]
Net income attributable to Non-Controlling Interests in consolidated entities	1,317	1,031	2,597	1,279
Net Income Attributable To Non-Controlling Interests In The Apollo Operating Group [Abstract]
Net Income (Loss) Attributable to Noncontrolling Interest	(1,317)	(1,031)	(2,597)	(1,279)
Apollo Operating Group
Net Income Attributable To Non-Controlling Interests In Consolidated Entities [Abstract]
Net income attributable to Non-Controlling Interests in consolidated entities	731,457	511,688	1,500,492	(611,528)
Net Income Attributable To Non-Controlling Interests In The Apollo Operating Group [Abstract]
Net Income (Loss) Attributable to Noncontrolling Interest	(731,457)	(511,688)	(1,500,492)	611,528
Net Income (Loss) Attributable to Apollo Global Management, Inc.	(1,253)	(10)	(4)	(18)
Adjustments [Abstract]
Net Income (Loss) Attributable to Parent	$ 1,253	$ 10	$ 4	$ 18
Weighted average ownership percentage of Apollo Operating Group	46.60%	47.10%	46.60%	46.70%

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Due from and Due to Affiliates (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Due from Related Parties:
Total Due from Related Parties	$ 425,927	$ 462,383
Due to Related Parties:
Total Due to Related Parties	439,662	608,469
Due to Co-Founders and Contributing Partners
Due to Related Parties:
Total Due to Related Parties	306,635	310,230
Due from/to credit funds
Due from Related Parties:
Total Due from Related Parties	206,904	183,992
Due to Related Parties:
Total Due to Related Parties	31,876	34,280
Due from/to private equity funds
Due from Related Parties:
Total Due from Related Parties	25,318	21,169
Due to Related Parties:
Total Due to Related Parties	65,604	216,899
Due from/to real assets funds
Due from Related Parties:
Total Due from Related Parties	38,194	28,231
Due to Related Parties:
Total Due to Related Parties	35,547	47,060
Due from portfolio companies
Due from Related Parties:
Total Due from Related Parties	63,119	80,122
Due from Contributing Partners, employees and former employees
Due from Related Parties:
Total Due from Related Parties	$ 92,392	$ 148,869

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Tax Receivable Agreement (Details) - USD ($)										1 Months Ended		6 Months Ended		12 Months Ended
	Jun. 15, 2021	May 04, 2021	Apr. 14, 2021	Feb. 26, 2021	Nov. 30, 2020	Aug. 31, 2020	May 29, 2020	Apr. 15, 2020	Feb. 28, 2020	Apr. 30, 2021	Apr. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Percentage of amount of cash savings												15.00%
Recorded liability												$ 38,229,000	$ 62,531,000
Cash payment on tax receivable agreement										$ 39,900,000	$ 48,200,000	39,884,000	$ 48,195,000
Distribution to Non-Controlling Interest Holders in the Apollo Operating Group
Related Party Transaction [Line Items]
Pro rate distribution	$ 19,500,000	$ 100,900,000	$ 41,800,000	$ 121,400,000	$ 104,000,000.0	$ 100,000,000.0	$ 85,700,000	$ 43,000,000.0	$ 155,600,000	$ 34,700,000	$ 43,000,000.0	$ 283,600,000		$ 488,300,000
Distribution made (in USD per share)			$ 0.15					$ 0.21
Managing Partners
Related Party Transaction [Line Items]
Percentage of amount of cash savings												85.00%
Cash payment, multiplier by outstanding units												$ 3.66
Cash payment, payable period												4 years

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Due from Contributing Partners, Employees and Former Employees (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Loans to related party	$ 15.8	$ 17.5
Loans due upon liquidation of fund	$ 67.7	$ 124.1

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Indemnity (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Indemnity liability	$ 13.2	$ 12.8

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Due to Credit, Private Equity and Real Estate Funds (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
General partner obligation	$ 100,656	$ 261,871
Credit
Related Party Transaction [Line Items]
General partner obligation	0	0
Private Equity
Related Party Transaction [Line Items]
General partner obligation	65,289	215,011
Real Assets
Related Party Transaction [Line Items]
General partner obligation	$ 35,367	$ 46,860

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Athene (Details) - USD ($) $ in Thousands		6 Months Ended
	Sep. 20, 2018	Jun. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Asset threshold		$ 27,541,346	$ 23,669,084
Athene Holding
Related Party Transaction [Line Items]
Management fee rate		0.225%
Athene Holding | Amended Fee Agreement
Related Party Transaction [Line Items]
Investment management agreement, subsequent period before termination election	2 years
Athene Holding | Revised Fee Agreement
Related Party Transaction [Line Items]
Management fee rate		0.15%
Asset threshold		$ 103,400,000

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Sub-Allocation Fee Schedule (Details)	6 Months Ended
	Jun. 30, 2021
Related Party Transaction [Line Items]
Sub-allocation fees, maximum percentage of assets	10.00%
Core Assets
Related Party Transaction [Line Items]
Sub-Allocation Fees	0.065%
Core Plus Assets
Related Party Transaction [Line Items]
Sub-Allocation Fees	0.13%
Yield Assets
Related Party Transaction [Line Items]
Sub-Allocation Fees	0.375%
High Alpha Assets
Related Party Transaction [Line Items]
Sub-Allocation Fees	0.70%
Cash, Treasuries, Equities and Alternatives
Related Party Transaction [Line Items]
Sub-Allocation Fees	0.00%
Cash, Treasuries, Equities and Alternatives | Minimum
Related Party Transaction [Line Items]
Performance revenue, percentages	0.00%
Cash, Treasuries, Equities and Alternatives | Maximum
Related Party Transaction [Line Items]
Performance revenue, percentages	20.00%

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Athene and Apollo Strategic Transaction (Details) - USD ($) $ in Millions	Feb. 28, 2020	Oct. 27, 2019	Jun. 30, 2021	Dec. 31, 2020
Athene Holding | Athene Holding
Related Party Transaction [Line Items]
Incremental interest purchased	17.00%
Ownership percentage	28.00%		28.40%	28.50%
Ownership percentage, including shares and warrants owned by related parties	35.00%
Athene Holding
Related Party Transaction [Line Items]
Equity interests issued (in shares)	29,154,519
Athene Holding | Class A Common Share
Related Party Transaction [Line Items]
Stock to be issued during period, shares	35,534,942
Purchases of investments	$ 350
Maximum number of days limit to share issuance		180 days
Minimum percentage of issued and outstanding shares		35.00%
Percentage increase in issued and outstanding shares		5.00%

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Liquidity Agreement (Details) - Liquidity Agreement - Class A Common Stock	6 Months Ended
	Jun. 30, 2021 USD ($)
Related Party Transaction [Line Items]
Exchange of AOG Units for Class A Common Stock	$ 50,000,000
Minimum ownership percentage	3.50%
Minimum volume-weighted average price of the shares	90.00%
Minimum period limit to share issuance	10 days
Minimum percentage of issued and outstanding shares	2.00%

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- Merger Agreement (Details) $ / shares in Units, $ in Millions	Mar. 08, 2021 USD ($) $ / shares	Jun. 30, 2021 $ / shares	Dec. 31, 2020 $ / shares
Class A Common Stock
Related Party Transaction [Line Items]
Common stock, par value (in USD per share)		$ 0.00001	$ 0.00001
Merger Agreement | Affiliated Entity | AHL, HoldCo, AHL Merger Sub, And AGM Merger Sub
Related Party Transaction [Line Items]
Merger termination fee | $	$ 81.9
Merger Agreement | Affiliated Entity | AHL Shares | Class A Common Stock
Related Party Transaction [Line Items]
Common stock, par value (in USD per share)	$ 0.001
Merger Agreement | Affiliated Entity | HoldCo Shares | Class A Common Stock
Related Party Transaction [Line Items]
Common stock, par value (in USD per share)	$ 0.00001
Conversion of stock, conversion ratio	1.149

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Athora Sub-Advised (Details)	6 Months Ended
	Jun. 30, 2021
Athene Holding
Related Party Transaction [Line Items]
Management fee rate	0.225%

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Performance Allocations and Revenues Earned (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Related Party Transaction [Line Items]
Net change in unrealized gains (losses) due to changes in fair value	$ 912,202	$ 268,597	$ 1,265,352	$ (997,761)
Athene, Athora and AAA Investments
Related Party Transaction [Line Items]
Revenues earned in aggregate from Athene, Athora and AAA Investments, net	1,179,485	463,823	1,796,116	(661,670)
Net change in unrealized gains (losses) due to changes in fair value	$ 912,000	$ 267,000	$ 1,300,000	$ (996,400)

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - AINV Amended and Restated Investment Advisory Management Agreement (Details) - Apollo Investment Management - Affiliated Entity			3 Months Ended
	Jan. 01, 2019	Apr. 01, 2018	Sep. 30, 2018
Related Party Transaction [Line Items]
Base management fee, percentage		1.50%	2.00%
Base management fee, subject to condition, percentage		1.00%
In excess of product, percentage		200.00%
Incentive fee, percentage	20.00%
Performance threshold per quarter, percentage	1.75%
Performance threshold per annum, percentage	7.00%

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RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES - Investment in SPACs (Details) - Affiliated Entity - IPO - USD ($) $ in Millions	Feb. 26, 2021	Feb. 12, 2021	Oct. 06, 2020
Apollo Strategic Growth Capital (ASPG I)
Related Party Transaction [Line Items]
Sale of stock, capital from third party investors			$ 817.0
Proceeds from sale of warrants			$ 18.3
APGB
Related Party Transaction [Line Items]
Sale of stock, capital from third party investors	$ 690.0
Proceeds from sale of warrants		$ 15.6

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COMMITMENTS AND CONTINGENCIES - Investment Commitments (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Other Commitments [Line Items]
Unfunded capital commitments	$ 1,000.0	$ 1,000.0
Fund IX
Other Commitments [Line Items]
Unfunded capital commitments	$ 253.7	$ 348.0

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COMMITMENTS AND CONTINGENCIES - Litigation and Contingencies (Details) $ in Thousands, € in Millions									1 Months Ended	3 Months Ended
	Mar. 08, 2021 USD ($)	Jun. 08, 2020 defendant claim	May 29, 2020 defendant	Oct. 21, 2019 shareholder	Jan. 15, 2019 shareholder	Jul. 12, 2018 USD ($)	Feb. 09, 2018 EUR (€)	Dec. 21, 2017 USD ($) defendant	Mar. 31, 2020 defendant	May 31, 2018 shareholder	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Long-term Purchase Commitment [Line Items]
Amount of loans | $											$ 3,154,289	$ 3,155,221
United States District Court Middle District Of Florida Against AGM
Long-term Purchase Commitment [Line Items]
Damages sought | €							€ 30
Harbinger Capital Partners II LP et al. v. Apollo Global Management Inc, et al. (No. 657515/2017)
Long-term Purchase Commitment [Line Items]
Damages sought | $								$ 1,900,000
Number of suits (in litigation) | claim		3
Harbinger Capital Partners II LP et al. v. Apollo Global Management Inc, et al. (No. 657515/2017) | Director
Long-term Purchase Commitment [Line Items]
Number of defendants								6
Harbinger Capital Partners II LP et al. v. Apollo Global Management Inc, et al. (No. 657515/2017) | Directors, Currently or Formerly Employed
Long-term Purchase Commitment [Line Items]
Number of defendants								5
ADT Inc. Shareholder Litigation
Long-term Purchase Commitment [Line Items]
Number of defendants | shareholder					3
Number of suits (in litigation) | shareholder										5
Caldera Litigation, Index No. 652175/2018
Long-term Purchase Commitment [Line Items]
Damages sought | $						$ 1,500,000
Firefighters Pension System Of City Of Kansas City, Missouri Trust V. Presidio, Inc. | Director
Long-term Purchase Commitment [Line Items]
Number of defendants | shareholder				5
Frank Funds v. Apollo Global Management | Officers And Employees
Long-term Purchase Commitment [Line Items]
Number of defendants									3
Vrajeshkumar Patel v. Talos Energy, Inc., Riverstone Holdings, LLC, AGM Inc., And Guggenheim Securities, LLC | Partners
Long-term Purchase Commitment [Line Items]
Number of defendants			2
Benjamin Fongers Against CareerBuilder, LLC And AGM Inc.
Long-term Purchase Commitment [Line Items]
Damages sought | $	$ 35
SkyTerra | Harbinger Capital Partners II LP et al. v. Apollo Global Management Inc, et al. (No. 657515/2017)
Long-term Purchase Commitment [Line Items]
Number of defendants		8
SkyTerra | Harbinger Capital Partners II LP et al. v. Apollo Global Management Inc, et al. (No. 657515/2017) | Executive Officer
Long-term Purchase Commitment [Line Items]
Number of defendants		2
SkyTerra | Harbinger Capital Partners II LP et al. v. Apollo Global Management Inc, et al. (No. 657515/2017) | Consultant
Long-term Purchase Commitment [Line Items]
Number of defendants		1
Entities, Harbinger's Counterparties, TVCC One Six Holdings LLC | Harbinger Capital Partners II LP et al. v. Apollo Global Management Inc, et al. (No. 657515/2017)
Long-term Purchase Commitment [Line Items]
Number of defendants		5

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COMMITMENTS AND CONTINGENCIES - Summary of Fixed and Determinable Payments (Details) - Other long-term obligations $ in Thousands	Jun. 30, 2021 USD ($)
Other Commitments [Line Items]
Remaining 2021	$ 21,523
2022	7,555
2023	2,020
2024	820
2025	711
Thereafter	711
Total	$ 33,340

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COMMITMENTS AND CONTINGENCIES - Contingent Obligations (Details)	Jun. 30, 2021 USD ($) subsidiary	Dec. 31, 2020 USD ($)
Variable Interest Entity [Line Items]
Unfunded contingent commitments	$ 1,000,000,000.0	$ 1,000,000,000.0
Commitment To Purchase Underlying Portfolio Investment
Variable Interest Entity [Line Items]
Other commitment	510,000,000
Related party fund to backstop purchase commitment, threshold	500,000,000
Consolidated Variable Interest Entities
Variable Interest Entity [Line Items]
Cumulative revenues recognized if existing investments become worthless	$ 4,100,000,000
AGS | Underwriting Commitments
Variable Interest Entity [Line Items]
Number of subsidiaries | subsidiary	1
Athene Holding | Merger Termination
Variable Interest Entity [Line Items]
Cash Termination Fee	$ 81,900,000

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COMMITMENTS AND CONTINGENCIES - Contingent Consideration (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Fair value of the contingent obligation	$ 129.0	$ 119.8

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SEGMENT REPORTING - Narrative (Details)	6 Months Ended
	Jun. 30, 2021 segment
Segment Reporting [Abstract]
Number of reportable 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, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Segment Reporting Information [Line Items]
Performance fees	$ 735,139	$ 924,599	$ 2,130,486	$ (809,724)
Fee Related Revenues	1,382,325	1,508,335	3,677,025	39,249
Salary, bonus and benefits	(181,299)	(151,019)	(355,929)	(290,288)
General, administrative and other	(115,838)	(83,729)	(215,688)	(168,251)
Placement fees	(591)	(359)	(1,128)	(768)
Fee Related Expenses	(746,787)	(702,777)	(1,768,531)	(374,343)
Other income (loss), net of Non-Controlling Interest	4,531	3,327	(13,219)	(13,180)
Segment Distributable Earnings	556,894	235,414	885,676	431,919
Total Assets	27,541,346		27,541,346		$ 23,669,084
Management fees
Segment Reporting Information [Line Items]
Revenues	470,092	409,953	927,277	806,557
Advisory and transaction fees, net
Segment Reporting Information [Line Items]
Revenues	86,351	61,957	142,699	98,920
Total reportable segment assets
Segment Reporting Information [Line Items]
Performance fees	8,075	3,440	16,846	5,844
Fee Related Revenues	1,092,443	482,224	1,738,766	974,215
Salary, bonus and benefits	(164,158)	(134,999)	(321,529)	(259,020)
General, administrative and other	(86,591)	(71,803)	(155,239)	(140,156)
Placement fees	(589)	(358)	(1,066)	(771)
Fee Related Expenses	(497,891)	(217,997)	(782,143)	(476,530)
Other income (loss), net of Non-Controlling Interest	(598)	(606)	(381)	(1,267)
Realized performance fees	468,756	10,837	575,510	76,583
Realized profit sharing expense	(246,553)	(10,837)	(304,309)	(76,583)
Net Realized Performance Fees	222,203	0	271,201	0
Realized principal investment income, net(2)	70,141	5,219	96,775	10,802
Net interest loss and other	(37,060)	(29,050)	(70,566)	(66,184)
Segment Distributable Earnings	556,894	235,414	885,676	431,919
Total Assets	11,753,778		11,753,778		$ 8,681,467
Total reportable segment assets | Management fees
Segment Reporting Information [Line Items]
Revenues	462,236	401,822	910,905	784,190
Total reportable segment assets | Advisory and transaction fees, net
Segment Reporting Information [Line Items]
Revenues	83,235	61,749	138,730	98,481
Total reportable segment assets | Fee Related Revenues, Expenses and Earnings
Segment Reporting Information [Line Items]
Fee Related Revenues	553,546	467,011	1,066,481	888,515
Fee Related Expenses	(251,338)	(207,160)	(477,834)	(399,947)
Fee Related Earnings	301,610	259,245	588,266	487,301
Total reportable segment assets | Credit Segment
Segment Reporting Information [Line Items]
Performance fees	8,075	3,440	16,846	5,844
Salary, bonus and benefits	(75,299)	(52,806)	(144,678)	(109,814)
General, administrative and other	(43,590)	(37,251)	(80,219)	(72,624)
Placement fees	(589)	(358)	(1,066)	(664)
Other income (loss), net of Non-Controlling Interest	(990)	(724)	(1,549)	(1,387)
Realized performance fees	103,789	4,359	118,160	30,220
Realized profit sharing expense	(71,970)	(4,359)	(79,924)	(29,916)
Net Realized Performance Fees	31,819	0	38,236	304
Realized principal investment income, net(2)	2,588	1,810	4,435	3,184
Net interest loss and other	(11,869)	(11,857)	(25,654)	(28,971)
Segment Distributable Earnings	238,209	140,731	435,576	257,845
Total Assets	6,100,580		6,100,580
Total reportable segment assets | Credit Segment | Management fees
Segment Reporting Information [Line Items]
Revenues	273,307	224,721	541,338	432,950
Total reportable segment assets | Credit Segment | Advisory and transaction fees, net
Segment Reporting Information [Line Items]
Revenues	54,757	13,756	87,887	29,023
Total reportable segment assets | Credit Segment | Fee Related Revenues, Expenses and Earnings
Segment Reporting Information [Line Items]
Fee Related Revenues	336,139	241,917	646,071	467,817
Fee Related Expenses	(119,478)	(90,415)	(225,963)	(183,102)
Fee Related Earnings	215,671	150,778	418,559	283,328
Total reportable segment assets | Private Equity Segment
Segment Reporting Information [Line Items]
Performance fees	0	0	0	0
Salary, bonus and benefits	(58,856)	(53,202)	(117,605)	(95,682)
General, administrative and other	(27,546)	(21,770)	(48,675)	(43,764)
Placement fees	0	0	0	(107)
Other income (loss), net of Non-Controlling Interest	696	2	1,419	25
Realized performance fees	361,793	3,549	432,714	4,692
Realized profit sharing expense	(173,191)	(3,549)	(210,781)	(4,996)
Net Realized Performance Fees	188,602	0	221,933	(304)
Realized principal investment income, net(2)	67,102	3,404	88,805	3,946
Net interest loss and other	(13,738)	(11,686)	(27,236)	(27,360)
Segment Distributable Earnings	306,413	89,142	412,393	154,759
Total Assets	4,868,181		4,868,181
Total reportable segment assets | Private Equity Segment | Management fees
Segment Reporting Information [Line Items]
Revenues	123,106	127,592	245,374	252,860
Total reportable segment assets | Private Equity Segment | Advisory and transaction fees, net
Segment Reporting Information [Line Items]
Revenues	27,047	44,802	48,378	65,145
Total reportable segment assets | Private Equity Segment | Fee Related Revenues, Expenses and Earnings
Segment Reporting Information [Line Items]
Fee Related Revenues	150,153	172,394	293,752	318,005
Fee Related Expenses	(86,402)	(74,972)	(166,280)	(139,553)
Fee Related Earnings	64,447	97,424	128,891	178,477
Total reportable segment assets | Real Assets Segment
Segment Reporting Information [Line Items]
Performance fees	0	0	0	0
Salary, bonus and benefits	(30,003)	(28,991)	(59,246)	(53,524)
General, administrative and other	(15,455)	(12,782)	(26,345)	(23,768)
Placement fees	0	0	0	0
Other income (loss), net of Non-Controlling Interest	(304)	116	(251)	95
Realized performance fees	3,174	2,929	24,636	41,671
Realized profit sharing expense	(1,392)	(2,929)	(13,604)	(41,671)
Net Realized Performance Fees	1,782	0	11,032	0
Realized principal investment income, net(2)	451	5	3,535	3,672
Net interest loss and other	(11,453)	(5,507)	(17,676)	(9,853)
Segment Distributable Earnings	12,272	5,541	37,707	19,315
Total Assets	785,017		785,017
Total reportable segment assets | Real Assets Segment | Management fees
Segment Reporting Information [Line Items]
Revenues	65,823	49,509	124,193	98,380
Total reportable segment assets | Real Assets Segment | Advisory and transaction fees, net
Segment Reporting Information [Line Items]
Revenues	1,431	3,191	2,465	4,313
Total reportable segment assets | Real Assets Segment | Fee Related Revenues, Expenses and Earnings
Segment Reporting Information [Line Items]
Fee Related Revenues	67,254	52,700	126,658	102,693
Fee Related Expenses	(45,458)	(41,773)	(85,591)	(77,292)
Fee Related Earnings	$ 21,492	$ 11,043	$ 40,816	$ 25,496

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SEGMENT REPORTING - Reconciliation of Consolidated to Reportable Segment Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Revenues	$ 1,382,325	$ 1,508,335	$ 3,677,025	$ 39,249
Performance fees	(735,139)	(924,599)	(2,130,486)	809,724
Principal investment income	(76,425)	(111,621)	(458,391)	76,228
Segment Reconciling Items
Segment Reporting Information [Line Items]
Equity awards granted by unconsolidated related parties, reimbursable expenses and other	(34,119)	(24,847)	(67,674)	(60,688)
Adjustments related to consolidated funds and VIEs	32,609	16,165	75,033	14,714
Performance fees	(748,508)	(918,493)	(2,145,760)	815,942
Principal investment income	(78,761)	(114,149)	(472,143)	79,298
Realized performance fees	468,756	10,837	575,510	76,583
Realized principal investment income and other	70,141	4,376	96,775	9,117
Segment Reconciling Items | Fee Related
Segment Reporting Information [Line Items]
Revenues	553,546	467,011	1,066,481	888,515
Total reportable segment assets
Segment Reporting Information [Line Items]
Revenues	1,092,443	482,224	1,738,766	974,215
Performance fees	(8,075)	(3,440)	(16,846)	(5,844)
Realized performance fees	468,756	10,837	575,510	76,583
Total reportable segment assets | Fee Related
Segment Reporting Information [Line Items]
Revenues	$ 553,546	$ 467,011	$ 1,066,481	$ 888,515

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SEGMENT REPORTING - Reconciliation of Consolidated to Reportable Segment Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Operating Expenses	$ 746,787	$ 702,777	$ 1,768,531	$ 374,343
Equity-based compensation	(52,998)	(59,420)	(109,446)	(111,542)
Total profit sharing expense	(361,247)	(375,959)	(1,016,727)	260,039
Dividend-related compensation expense	0	(1,820)	(2,975)	(4,360)
Segment Reconciling Items
Segment Reporting Information [Line Items]
Equity awards granted by unconsolidated related parties, reimbursable expenses and other	(37,886)	(21,662)	(77,488)	(53,873)
Reclassification of interest expenses	(34,814)	(32,291)	(69,613)	(63,533)
Transaction-related charges, net	(31,572)	(32,110)	(51,666)	(10,711)
Charges associated with corporate conversion			0	(1,064)
Equity-based compensation	(19,491)	(17,747)	(35,649)	(31,817)
Total profit sharing expense	(371,686)	(389,987)	(1,053,306)	190,962
Realized profit sharing expense	246,553	10,837	304,309	76,583
Segment Reconciling Items | Fee Related
Segment Reporting Information [Line Items]
Operating Expenses	251,338	207,160	477,834	399,947
Total reportable segment assets
Segment Reporting Information [Line Items]
Operating Expenses	497,891	217,997	782,143	476,530
Realized profit sharing expense	246,553	10,837	304,309	76,583
Total reportable segment assets | Fee Related
Segment Reporting Information [Line Items]
Operating Expenses	$ 251,338	$ 207,160	$ 477,834	$ 399,947

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SEGMENT REPORTING - Reconciliation of Consolidated to Reportable Segment Other Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Other Income (Loss)	$ 1,063,973	$ 333,850	$ 1,512,766	$ (1,105,194)
Gain from change in tax receivable agreement liability			(1,941)	0
Net (gains) losses from investment activities	(913,394)	(268,667)	(1,266,545)	995,884
Other Income (Loss), net of Non-Controlling Interest	4,531	3,327	(13,219)	(13,180)
Segment Reconciling Items
Segment Reporting Information [Line Items]
Adjustments related to consolidated funds and VIEs	147,661	56,197	(255,063)	110,268
Gain from change in tax receivable agreement liability			(1,941)	0
Net (gains) losses from investment activities	913,751	270,112	(1,268,900)	994,132
Interest income and other, net of Non-Controlling Interest	3,159	8,147	12,757	(473)
Other Income (Loss), net of Non-Controlling Interest	(598)	(606)	(381)	(1,267)
Net interest loss and other	(37,060)	(28,207)	(70,566)	(64,499)
Total Segments
Segment Reporting Information [Line Items]
Other Income (Loss)	(37,658)	(28,813)	(70,947)	(65,766)
Other Income (Loss), net of Non-Controlling Interest	(598)	(606)	(381)	(1,267)
Net interest loss and other	$ (37,060)	$ (29,050)	$ (70,566)	$ (66,184)

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SEGMENT REPORTING - Reconciliation of Income (Loss) Before Income Tax Provision to Economic Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Income before income tax provision	$ 1,699,511	$ 1,139,408	$ 3,421,260	$ (1,440,288)
Gain from change in tax receivable agreement liability			(1,941)	0
Net income attributable to Non-Controlling Interests in consolidated entities	(847,733)	(552,756)	(1,687,346)	734,869
Equity-based compensation	52,998	59,420	109,446	111,542
Unrealized net (gains) losses from investment activities and other	(912,202)	(268,597)	(1,265,352)	997,761
Segment Distributable Earnings	556,894	235,414	885,676	431,919
Segment Reconciling Items
Segment Reporting Information [Line Items]
Transaction-related charges	31,572	32,110	51,666	10,711
Charges associated with corporate conversion			0	1,064
Gain from change in tax receivable agreement liability			(1,941)	0
Net income attributable to Non-Controlling Interests in consolidated entities	(116,276)	(41,068)	(186,854)	123,341
Unrealized performance fees	(279,750)	(907,656)	(1,570,249)	892,525
Unrealized profit sharing expense	98,141	340,687	687,133	(340,496)
Equity-based profit sharing expense and other	26,992	38,463	61,864	72,951
Equity-based compensation	19,491	17,747	35,649	31,817
Unrealized principal investment (income) loss	(8,620)	(107,110)	(372,393)	94,460
Unrealized net (gains) losses from investment activities and other	$ (914,167)	$ (277,167)	$ (1,240,459)	$ 985,834

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SEGMENT REPORTING - Reconciliation of Reportable Segments to Total Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Assets	$ 27,541,346	$ 23,669,084
Total reportable segment assets
Segment Reporting Information [Line Items]
Assets	11,753,778	8,681,467
Adjustments
Segment Reporting Information [Line Items]
Assets	$ 15,787,568	$ 14,987,617

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SUBSEQUENT EVENTS (Details) - $ / shares											3 Months Ended	6 Months Ended	12 Months Ended
	Aug. 04, 2021	Jun. 15, 2021	May 04, 2021	Apr. 14, 2021	Feb. 26, 2021	Nov. 30, 2020	Aug. 31, 2020	May 29, 2020	Apr. 15, 2020	Feb. 28, 2020	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Class A Common Stock
Subsequent Event [Line Items]
Dividends declared per share (in USD per share)		$ 0	$ 0.50	$ 0	$ 0.60	$ 0.51	$ 0.49	$ 0.42	$ 0	$ 0.89		$ 1.10	$ 2.31
Series A Preferred Stock
Subsequent Event [Line Items]
Dividends declared per share (in USD per share)											$ 0.398438
Subsequent Event | Class A Common Stock
Subsequent Event [Line Items]
Dividends declared per share (in USD per share)	$ 0.50
Subsequent Event | Series A Preferred Stock
Subsequent Event [Line Items]
Dividends declared per share (in USD per share)	$ 0.398438