Apollo Global Management LLC (Form: 10-Q, Received: 08/14/2012 17:25:05)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-35107

APOLLO GLOBAL MANAGEMENT, LLC

(Exact name of Registrant as specified in its charter)

Delaware

20-8880053

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9 West 57th Street, 43rd Floor

New York, New York 10019

(Address of principal executive offices) (Zip Code)

(212) 515-3200

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

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

As of August 9, 2012 there were 129,874,286 Class A shares and 1 Class B share outstanding.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Statements of Financial Condition (Unaudited) as of June 30, 2012 and December 31, 2011		6
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2012 and 2011		7
	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) for the Three and Six Months Ended June 30, 2012 and 2011		8
	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2012 and 2011		9
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2012 and 2011		10
	Notes to Condensed Consolidated Financial Statements (Unaudited)		13
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		74
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		143
ITEM 4.	CONTROLS AND PROCEDURES		146
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		147
ITEM 1A.	RISK FACTORS		148
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		148
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		148
ITEM 4.	MINE SAFETY DISCLOSURES		149
ITEM 5.	OTHER INFORMATION		149
ITEM 6.	EXHIBITS		150
SIGNATURES			154

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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 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, discussions related to Apollo’s expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this quarterly report, the words “believe,” “anticipate,” “estimate,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to our dependence on certain key personnel, our ability to raise new private equity, capital markets or real estate funds, market conditions, generally; our ability to manage our growth, fund performance, changes in our regulatory environment and tax status, the variability of our revenues, net income and cash flow, our use of leverage to finance our businesses and investments by our funds and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in the Company’s Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b) of the Securities Act of 1933 on March 9, 2012, 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 release and in other filings. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Terms Used in This Report

In this quarterly report, references to “Apollo,” “we,” “us,” “our” and the “Company” refer collectively to Apollo Global Management, LLC and its subsidiaries, including the Apollo Operating Group and all of its subsidiaries.

“Apollo funds” and “our funds” refer to the funds, alternative asset companies and other entities that are managed by the Apollo Operating Group. “Apollo Operating Group” refers to:

(i)

the limited partnerships through which our Managing Partners currently operate our businesses; and

(ii)

one or more limited partnerships formed for the purpose of, among other activities, holding certain of our gains or losses on our principal investments in the funds, which we refer to as our “principal investments.”

“Assets Under Management,” or “AUM,” refers to the investments we manage or with respect to which we have control, including capital we have the right to call from our investors pursuant to their capital commitments to various funds. Our AUM equals the sum of:

(i)

the fair value of our private equity investments plus the capital that we are entitled to call from our investors pursuant to the terms of their capital commitments plus non-recallable capital to the extent a fund is within the commitment period in which management fees are calculated based on total commitments to the fund;

(ii)

the net asset value, or “NAV,” of our capital markets funds, other than certain senior credit funds, which are structured as collateralized loan obligations (such as Artus, which we measure by using the mark-to-market value of the aggregate principal amount of the underlying collateralized loan obligations) or certain collateralized loan obligation (“CLOs”) and collateralized debt obligation (“CDOs”) credit funds that have a fee generating basis other than mark-to-market asset values, plus used or available leverage and/or capital commitments;

(iii)

the gross asset values or net asset values of our real estate entities and the structured portfolio vehicle investments included within the funds we manage, which includes the leverage used by such structured portfolio vehicles;

-3-

(iv)

the incremental value associated with the reinsurance investments of the portfolio company assets that we manage; and

(v)

the fair value of any other investments that we manage plus unused credit facilities, including capital commitments for investments that may require pre-qualification before investment plus any other capital commitments available for investment that are not otherwise included in the clauses above.

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

Fee-generating AUM consists of assets that we manage and on which we earn management fees or monitoring fees pursuant to management agreements on a basis that varies among the Apollo funds. 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 for AUM purposes are based on the total value of certain structured portfolio vehicle investments, which normally include leverage, less any portion of such total value that is already considered in fee-generating AUM.

Non-fee generating AUM consists of assets that do not produce management fees or monitoring fees. These assets generally consist of the following: (a) fair value above invested capital for those funds that earn management fees based on invested capital, (b) net asset values related to general partner and co-investment ownership, (c) unused credit facilities, (d) available commitments on those funds that generate management fees on invested capital, (e) structured portfolio vehicle investments that do not generate monitoring fees and (f) the difference between gross assets and net asset value for those funds that earn management fees based on net asset value. We use non-fee generating AUM combined with fee-generating AUM as a performance measurement of our investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs. Non-fee generating AUM includes assets on which we could earn carried interest income.

“Gross IRR” of a fund represents the cumulative investment-related cash flows for all of the investors in the fund on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on June 30, 2012 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, carried interest and certain other fund expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors;

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

“Net return” represents the calculated return that is based on month-to-month changes in net assets and is calculated using the returns that have been geometrically linked based on capital contributions, distributions and dividend reinvestments, as applicable.

-4-

“Committed Capital Less unfunded capital commitments” represents capital commitments from limited partners to invest in a particular fund less capital that is available for investment or reinvestment subject to the provisions of the limited partnership agreements.

“Distressed debt investments” in our private equity funds typically result in one of two outcomes. In both cases our original investment objective was predicated around gaining control of the company:

“Distressed for Control”: We succeed in taking control of a company through its distressed debt. By working proactively through the restructuring process, we are able to equitize our debt position, resulting in a well-financed buyout. Once we control the company, the investment team works closely with management toward an eventual exit, typically over a three- to five-year period as with a traditional buyout.

ii)

“Non-Control Distressed”: A restructuring does not occur and we do not gain control of the company. This is typically driven by an increase in the price of the debt beyond what is considered an attractive acquisition valuation. The increase in bond prices is usually a result of market interest or a strategic investor’s interest in the company at a higher valuation than we are willing to pay. In these cases, we typically sell our securities for cash and seek to realize a high short-term internal rate of return.

“Portfolio Company Debt” refers to debt securities such as corporate bonds and loans for existing portfolio companies in our private equity funds.

“Other Credit” for our private equity funds refers to portfolios of levered senior loans secured with attractive financing during the depths of the global financial crisis in 2008 and 2009.

“Classic Distressed” for our private equity funds refers to our investments in debt securities at distressed prices.

“Traditional buyouts” or “Buyout Equity” have historically comprised the majority of our investments. We generally target investments in companies where an entrepreneurial management team is comfortable operating in a leveraged environment. We also pursue acquisitions where we believe a non-core business owned by a large corporation will function more effectively if structured as an independent entity managed by a focused, stand-alone management team. Our leveraged buyouts have generally been in situations that involved consolidation through merger or follow-on acquisitions; carveouts from larger organizations looking to shed non-core assets; situations requiring structured ownership to meet a seller’s financial goals; or situations in which the business plan involved substantial departures from past practice to maximize the value of its assets.

The “Average Purchase Price Multiple” for a private equity fund is the average of the total enterprise value over an applicable EBITDA that captures the true economics for our purchases of portfolio companies.

-5-

APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS

OF FINANCIAL CONDITION (UNAUDITED)

(dollars in thousands, except share data)


	June 30, 2012			December 31, 2011
Assets:
Cash and cash equivalents	$	619,948		$	738,679
Cash and cash equivalents held at Consolidated Funds		4,347			6,052
Restricted cash		8,370			8,289
Investments		2,035,045			1,857,465
Assets of consolidated variable interest entities:
Cash and cash equivalents		1,364,773			173,542
Investments, at fair value		12,458,209			3,301,966
Other assets		332,127			57,855
Carried interest receivable		1,302,829			868,582
Due from affiliates		247,580			176,740
Fixed assets, net		50,980			52,683
Deferred tax assets		570,737			576,304
Other assets		24,578			26,976
Goodwill		48,894			48,894
Intangible assets, net		163,740			81,846

Total Assets	$	19,232,157		$	7,975,873

Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	47,562		$	33,545
Accrued compensation and benefits		67,566			45,933
Deferred revenue		280,698			232,747
Due to affiliates		642,536			578,764
Profit sharing payable		665,914			352,896
Debt		738,140			738,516
Liabilities of consolidated variable interest entities:
Debt, at fair value		11,232,660			3,189,837
Other liabilities		588,767			122,264
Other liabilities		47,971			33,050

Total Liabilities		14,311,814			5,327,552

Commitments and Contingencies (see note 13)

Shareholders’ Equity:
Apollo Global Management, LLC shareholders’ equity:
Class A shares, no par value, unlimited shares authorized, 126,460,740 shares and 123,923,042 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively		—			—
Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding at June 30, 2012 and December 31, 2011		—			—
Additional paid in capital		2,984,345			2,939,492
Accumulated deficit		(2,387,256	)		(2,426,197	)
Appropriated partners’ capital		2,096,649			213,594
Accumulated other comprehensive income (loss)		324			(488	)

Total Apollo Global Management, LLC shareholders’ equity		2,694,062			726,401
Non-Controlling Interests in consolidated entities		1,627,290			1,444,767
Non-Controlling Interests in Apollo Operating Group		598,991			477,153

Total Shareholders’ Equity		4,920,343			2,648,321

Total Liabilities and Shareholders’ Equity	$	19,232,157		$	7,975,873

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS (UNAUDITED)

(dollars in thousands, except share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Revenues:
Advisory and transaction fees from affiliates	$	69,777		$	23,556		$	97,013		$	42,972
Management fees from affiliates		143,326			121,187			270,504			239,337
Carried interest (loss) income from affiliates		(1,475	)		164,133			620,854			722,909

Total Revenues		211,628			308,876			988,371			1,005,218

Expenses:
Compensation and benefits:
Equity-based compensation		142,114			287,358			290,980			570,965
Salary, bonus and benefits		74,948			64,286			140,019			136,355
Profit sharing expense		19,851			70,733			268,875			287,818
Incentive fee compensation		(27	)		(3,594	)		8			6,565

Total Compensation and Benefits		236,886			418,783			699,882			1,001,703
Interest expense		10,567			10,327			21,947			21,209
Professional fees		16,832			12,992			28,359			30,353
General, administrative and other		23,575			22,502			42,782			39,109
Placement fees		8,131			575			9,052			1,114
Occupancy		8,990			7,925			17,716			15,151
Depreciation and amortization		11,981			6,902			20,454			12,948

Total Expenses		316,962			480,006			840,192			1,121,587

Other Income:
Net (losses) gains from investment activities		(28,214	)		63,311			129,494			221,240
Net gains (losses) from investment activities of consolidated variable interest entities		31,763			(12,369	)		15,562			4,719
(Loss) income from equity method investments		(839	)		5,370			42,412			27,196
Interest and dividend income		2,202			612			3,816			870
Other income, net		1,945,549			13,111			1,951,365			21,174

Total Other Income		1,950,461			70,035			2,142,649			275,199

Income (loss) before income tax provision		1,845,127			(101,095	)		2,290,828			158,830
Income tax provision		(10,650	)		(3,550	)		(25,210	)		(12,370	)

Net Income (Loss)		1,834,477			(104,645	)		2,265,618			146,460
Net (income) loss attributable to Non-Controlling Interests		(1,875,863	)		53,656			(2,208,961	)		(159,293	)

Net (Loss) Income Attributable to Apollo Global Management, LLC	$	(41,386	)	$	(50,989	)	$	56,657		$	(12,833	)

Distributions Declared per Class A Share	$	0.25		$	0.22		$	0.71		$	0.39

Net (Loss) Income Per Class A Share:
Net (Loss) Income Per Class A Share – Basic and Diluted	$	(0.38	)	$	(0.46	)	$	0.32		$	(0.19	)

Weighted Average Number of Class A Shares – Basic		126,457,443			120,963,248			125,863,348			109,652,330

Weighted Average Number of Class A Shares – Diluted		126,457,443			120,963,248			126,260,767			109,652,330

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME (UNAUDITED)

(dollars in thousands, except share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net Income (Loss)	$	1,834,477		$	(104,645	)	$	2,265,618		$	146,460
Other Comprehensive Income, net of tax:
Net unrealized gain on interest rate swaps (net of taxes of $237 and $305 for Apollo Global Management, LLC for the three months ended June 30, 2012 and 2011, respectively, and $237 and $345 for Apollo Global Management, LLC for the six months ended June 30, 2012 and 2011, respectively, and $0 for Non-Controlling Interests in Apollo Operating Group for both the three and six months ended June 30, 2012 and 2011)		1,223			1,419			2,825			3,146
Net loss on available-for-sale securities (from equity method investment)		(5	)		(60	)		(3	)		(109	)

Total Other Comprehensive Income, net of tax		1,218			1,359			2,822			3,037

Comprehensive Income (Loss)		1,835,695			(103,286	)		2,268,440			149,497
Comprehensive Loss (Income) Attributable to Non-Controlling Interests		86,283			40,087			(278,318	)		(171,323	)

Comprehensive Income (Loss) Attributable to Apollo Global Management, LLC	$	1,921,978		$	(63,199	)	$	1,990,122		$	(21,826	)

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2012 AND 2011

(dollars in thousands, except share data)


	Apollo Global Management, LLC Shareholders
	Class A Shares		Class B Shares		Additional Paid in Capital			Accumulated Deficit			Appropriated Partners’ Capital			Accumulated Other Comprehensive (Loss) Income			Total Apollo Global Management, LLC Total Shareholders’ Equity			Non- Controlling Interests in Consolidated Entities			Non- Controlling Interests in Apollo Operating Group			Total Shareholders’ Equity
Balance at January 1, 2011		97,921,232		1	$	2,078,890		$	(1,937,818	)	$	11,359		$	(1,529	)	$	150,902		$	1,888,224		$	1,042,293		$	3,081,419
Issuance of Class A shares		21,500,000		—		382,488			—			—			—			382,488			—			—			382,488
Dilution impact of issuance of Class A shares		—		—		135,218			—			—			(356	)		134,862			—			(127,096	)		7,766
Capital increase related to equity-based compensation		—		—		215,391			—			—			—			215,391			—			354,916			570,307
Cash distributions to Non-Controlling Interests		—		—		—			—			—			—			—			(308,276	)		—			(308,276	)
Distributions		—		—		(51,390	)		—			—			—			(51,390	)		(27,284	)		(93,600	)		(172,274	)
Distributions related to deliveries of Class A shares for RSUs		2,300,258		—		(683	)		(9,045	)		—			—			(9,728	)		—			—			(9,728	)
Net transfers of AAA ownership interest to (from) Non-Controlling Interests in consolidated entities		—		—		(6,601	)		—			—			—			(6,601	)		6,601			—			—
Satisfaction of liability related to AAA RDUs		—		—		3,845			—			—			—			3,845			—			—			3,845
Net (loss) income		—		—		—			(12,833	)		(9,631	)		—			(22,464	)		214,886			(45,962	)		146,460
Net loss on available-for-sale securities (from equity method investment)		—		—		—			—			—			(109	)		(109	)		—			—			(109	)
Net unrealized gain on interest rate swaps (net of taxes of $345 and $0 for Apollo Global Management, LLC and Non-Controlling Interests in Apollo Operating Group, respectively)		—		—		—			—			—			747			747			—			2,399			3,146

Balance at June 30, 2011		121,721,490		1	$	2,757,158		$	(1,959,696	)	$	1,728		$	(1,247	)	$	797,943		$	1,774,151		$	1,132,950		$	3,705,044

Balance at January 1, 2012		123,923,042		1	$	2,939,492		$	(2,426,197	)	$	213,594		$	(488	)	$	726,401		$	1,444,767		$	477,153		$	2,648,321
Capital increase related to equity-based compensation		—		—		137,305			—			—			—			137,305			—			152,412			289,717
Capital contributions		—		—		—			—			—			—			—			63,560			—			63,560
Cash distributions to Non-Controlling Interests		—		—		—			—			—			—			—			(206,751	)		—			(206,751	)
Distributions		—		—		(106,131	)		—			(49,598	)		—			(155,729	)		—			(181,423	)		(337,152	)
Distributions related to deliveries of Class A shares for RSUs		2,537,698		—		45			(16,915	)		—			—			(16,870	)		—			—			(16,870	)
Purchase of AAA units		—		—		—			—			—			—			—			(100,046	)		—			(100,046	)
Non-cash distributions		—		—		—			(801	)		—			—			(801	)		(9,499	)		—			(10,300	)
Non-cash contribution to Non-Controlling Interests		—		—		—			—			—			—			—			1,247			280			1,527
Capital increase related to business acquisition (note 3)		—		—		14,001			—			—			—			14,001			—			—			14,001
Non-Controlling Interests in consolidated entities at acquisition date		—		—		—			—			—			—			—			306,351			—			306,351
Net transfers of AAA ownership interest to (from) Non-Controlling Interests in consolidated entities		—		—		88			—			—			—			88			(88	)		—			—
Satisfaction of liability related to AAA RDUs		—		—		(455	)		—			—			—			(455	)		—			—			(455	)
Net income		—		—		—			56,657			1,932,653			—			1,989,310			127,749			148,559			2,265,618
Net loss on available-for-sale securities (from equity method investment)		—		—		—			—			—			(3	)		(3	)		—			—			(3	)
Net unrealized gain on interest rate swaps (net of taxes of $237 and $0 for Apollo Global Management, LLC and Non-Controlling Interests in Apollo Operating Group, respectively)		—		—		—			—			—			815			815			—			2,010			2,825

Balance at June 30, 2012		126,460,740		1	$	2,984,345		$	(2,387,256	)	$	2,096,649		$	324		$	2,694,062		$	1,627,290		$	598,991		$	4,920,343

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2012 and 2011

(dollars in thousands, except share data)


	2012			2011
Cash Flows from Operating Activities:
Net income	$	2,265,618		$	146,460
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity-based compensation		290,980			570,965
Depreciation and amortization		4,793			5,311
Amortization of intangible assets		15,661			7,637
Amortization of debt issuance costs		255			255
Losses (Gains) from investment in HFA and other investments		10,024			(20,061	)
Non-cash interest income		(1,562	)		—
Income from equity awards received for directors’ fees		(2,563	)		(2,437	)
Income from equity method investment		(42,412	)		(27,196	)
Waived management fees		(13,581	)		(15,432	)
Non-cash compensation expense related to waived management fees		13,581			15,432
Deferred taxes, net		18,230			13,146
Loss on disposal of assets		911			571
Gain on business acquisitions		(1,951,169	)		—
Changes in assets and liabilities:
Carried interest receivable		(398,151	)		(333,936	)
Due from affiliates		(69,059	)		11,203
Other assets		4,614			(1,285	)
Accounts payable and accrued expenses		10,728			(3,309	)
Accrued compensation and benefits		19,915			21,084
Deferred revenue		43,512			(9,872	)
Due to affiliates		51,640			(55,172	)
Profit sharing payable		195,318			158,418
Other liabilities		(3,541	)		2,279
Apollo Funds related:
Net realized (gains) losses from investment activities		(14,770	)		12,619
Net unrealized gains from investment activities		(191,058	)		(226,369	)
Net realized gains on debt		—			(41,819	)
Net unrealized losses on debt		102,825			46,904
Distributions from investment activities		99,675			28,000
Change in cash held at consolidated variable interest entities		(30,215	)		(107,416	)
Purchases of investments		(2,913,760	)		(840,719	)
Sale of investments		2,406,277			1,125,468
Change in other assets		119,755			18,881
Change in other liabilities		(101,947	)		64,865

Net Cash (Used in) Provided by Operating Activities		(59,476	)		564,475

Cash Flows from Investing Activities:
Purchases of fixed assets		(4,286	)		(12,125	)
Acquisition of Stone Tower (net of cash assumed) (see note 3)		(99,190	)		—
Proceeds from disposals of fixed assets		—			356
Purchase of investments in HFA and other		(1,889	)		(52,069	)
Cash contributions to equity method investments		(103,382	)		(16,518	)
Cash distributions from equity method investments		50,820			31,919
Change in restricted cash		(81	)		(655	)

Net Cash Used in Investing Activities	$	(158,008	)	$	(49,092	)

See accompanying notes to condensed consolidated financial statements.

-10-

APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONT’D)

SIX MONTHS ENDED JUNE 30, 2012 and 2011

(dollars in thousands, except share data)


	2012			2011
Cash Flows from Financing Activities:
Issuance of Class A shares	$	—		$	383,990
Issuance costs		—			(1,502	)
Principal repayments on debt		(376	)		(1,672	)
Distributions related to deliveries of Class A shares for RSUs		(16,915	)		(9,045	)
Distributions paid to Non-Controlling Interests in consolidated entities		(4,368	)		(7,355	)
Contributions from Non-Controlling Interests in consolidated entities		2,535			—
Distributions paid to Non-Controlling Interests in Apollo Operating Group		(181,423	)		(93,600	)
Distributions paid		(94,801	)		(45,476	)
Apollo Funds related:
Issuance of debt		929,532			454,356
Principal repayment on term loans		(246,134	)		(412,057	)
Purchase of AAA units		(100,046	)		—
Distributions paid		(49,598	)		—
Distributions paid to Non-Controlling Interests in consolidated entities		—			(27,284	)
Distributions paid to Non-Controlling Interests in consolidated variable interest entities		(202,383	)		(300,921	)
Contributions from Non-Controlling Interests in consolidated variable interest entities		61,025

Net Cash Provided by (Used in) Financing Activities		97,048			(60,566	)

Net (Decrease) Increase in Cash and Cash Equivalents		(120,436	)		454,817
Cash and Cash Equivalents, Beginning of Period		744,731			382,269

Cash and Cash Equivalents, End of Period	$	624,295		$	837,086

Supplemental Disclosure of Cash Flow Information:
Interest paid	$	27,612		$	24,596
Interest paid by consolidated variable interest entities		62,356			10,484
Income taxes paid		658			6,804
Supplemental Disclosure of Non-Cash Investing Activities:
Change in accrual for purchase of fixed assets		285			83
Non-cash contributions on equity method investments		1,626			3,640
Non-cash distributions from equity method investments		(468	)		(409	)
Non-cash sale of assets held-for-sale for repayment of CIT loan		—			(11,069	)
Non-cash purchases of other investments, at fair value		—			2,437
Supplemental Disclosure of Non-Cash Financing Activities:
Non-cash distributions		(12,131	)		(5,914	)
Non-cash contributions from Non-Controlling Interests in Apollo Operating Group		280			—
Non-cash distributions to Non-Controlling Interests in consolidated entities		(9,499	)		—
Unrealized gain on interest rate swaps attributable to Non-Controlling Interests in Apollo Operating Group, net of taxes		2,010			2,399
Satisfaction of liability related to AAA RDUs		(455	)		3,845
Net transfers of AAA ownership interest to Non-Controlling Interests in consolidated entities		(88	)		6,601
Net transfers of AAA ownership interest from AGM		88			(6,601	)
Dilution impact of issuance of Class A shares		—			134,862
Dilution impact of issuance of Class A shares on Non-Controlling Interests in Apollo Operating Group		—			(127,096	)
Unrealized gain (loss) on available-for-sale securities (from equity method investment)		(3	)		(109	)
Non-cash contributions to Non-Controlling Interests related to equity-based compensation		152,412			354,916
Unrealized gain on interest rate swaps		1,052			1,092
Deferred tax liability related to interest rate swaps		(237	)		(345	)
Capital increases related to equity-based compensation		137,305			215,391
Non-cash contribution from Non-Controlling Interests in consolidated entities		1,247			—
Tax benefits related to deliveries of Class A shares for RSUs		(45	)		(683	)
Non-cash accrued compensation related to ARI RSUs		826			430
Non-cash accrued compensation related to AAA RDUs		437			223
Non-Controlling Interests in consolidated entities related to acquisition		306,351			—
Capital increase related to business acquisition		14,001			—
Satisfaction of liability related to repayment of CIT loan		—			11,069

See accompanying notes to condensed consolidated financial statements.

-11-

APOLLO GLOBAL MANAGEMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONT’D)

SIX MONTHS ENDED JUNE 30, 2012 and 2011

(dollars in thousands, except share data)


	2012			2011
Net Assets Transferred from Consolidated Variable Interest Entity:
Cash and cash equivalents		1,161,016			—
Investments, at fair value		8,581,827			—
Other assets		394,026			—
Debt, at fair value		(7,255,172	)		—
Other liabilities		(560,262	)		—
Net Assets Transferred from Consolidated Fund:
Investments, at fair value		46,147			—

See accompanying notes to condensed consolidated financial statements.

-12-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

1. ORGANIZATION AND BASIS OF PRESENTATION

Apollo Global Management, LLC and 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 and invest private equity, capital markets and real estate funds as well as managed accounts, on behalf of pension and endowment funds, as well as other institutional and high net worth individual investors. For these investment management services, Apollo receives management fees generally related to the amount of assets managed, transaction and advisory fees for the investments made and carried interest income related to the performance of the respective funds that it manages. Apollo has three primary business segments:

•

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

•

Capital markets —primarily invests in non-control debt and non-control equity investments, including distressed debt securities and non-performing loans; and

•

Real estate —invests in legacy commercial mortgage-backed securities, commercial first mortgage loans, mezzanine investments and other commercial real estate-related debt investments. Additionally, the Company sponsors real estate funds that focus on opportunistic investments in distressed debt and equity recapitalization transactions.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted 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 of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities and for which the Company is considered the primary beneficiary, and certain entities which are not considered variable interest entities but which the Company controls through a majority voting interest. Intercompany accounts and transactions have been eliminated upon consolidation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the SEC.

Reorganization of the Company

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

As of June 30, 2012, the Company owned, through three 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 (“APO Asset”), a Delaware limited liability company that is a disregarded entity for U.S. Federal income tax purposes, and APO (FC), LLC (“APO (FC)”), an Anguilla limited liability company that is treated as a corporation for U.S Federal income tax purposes (collectively, the “Intermediate Holding Companies”), 34.5% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group through its wholly-owned general partners.

-13-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), is the entity through which the Managing Partners and certain of the Company’s other partners (the “Contributing Partners”) indirectly own (through Holdings) Apollo Operating Group units (“AOG Units”) that represent 65.5% of the economic interests in the Apollo Operating Group as of June 30, 2012. 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.

Apollo also entered into an exchange agreement with Holdings that allows the partners in Holdings, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Apollo Operating Group, to exchange their AOG Units for the Company’s Class A shares on a one-for-one basis up to four times each year, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. A limited partner must exchange one partnership unit in each of the ten Apollo Operating Group partnerships to effect an exchange for one Class A share.

Initial Public Offering —On April 4, 2011, the Company completed the initial public offering (“IPO”) of its Class A shares, representing limited liability company interests of the Company. AGM received net proceeds from the initial public offering of approximately $382.5 million, which were used to acquire additional AOG Units. As a result, Holdings’ ownership interest in the Apollo Operating Group decreased from 70.7% to 66.5% and the Company's ownership interest increased from 29.3% to 33.5%. As such, the difference between the fair value of the consideration paid for the Apollo Operating Group level ownership interest and the book value on the date of the IPO is reflected in additional paid in capital.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation —Apollo consolidates those entities it controls through a majority voting interest or through other means, including those funds in which the general partner is presumed to have control (e.g., AP Alternative Assets, L.P., a Guernsey limited partnership that, through AAA Investments L.P., its investment partnership, generally invests alongside certain of the Company’s private equity funds and directly in certain of its capital markets funds and in other transactions that the Company sponsors and manages (“AAA”) and the Apollo Credit Senior Loan Fund, L.P. (“Apollo Senior Loan Fund”)). Apollo also consolidates entities that are VIEs for which Apollo is the primary beneficiary. Under the amended consolidation rules, an enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s business and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE.

Certain of the Company’s subsidiaries hold equity interests in and/or receive fees qualifying as variable interests from the funds that the Company manages. The amended consolidation rules require an analysis to determine whether (a) an entity in which Apollo holds a variable interest is a VIE and (b) Apollo’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., carried interest and management fees), would give it a controlling financial interest. When the VIE has qualified for the deferral of the amended consolidation rules in accordance with U.S. GAAP, the analysis is based on previous consolidation rules, which require an analysis to determine whether (a) an entity in which Apollo holds a variable interest is a VIE and (b) Apollo’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., carried interest and management fees), would be expected to absorb a majority of the variability of the entity.

-14-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Under both the previous and amended consolidation rules, the determination of whether an entity in which Apollo holds a variable interest is a VIE requires judgments which include determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, determining whether two or more parties’ equity interests should be aggregated, and determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity. Under both the previous and amended consolidation rules, Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion continuously. The consolidation analysis can generally be performed qualitatively. However, if it is not readily apparent whether Apollo is the primary beneficiary, a quantitative expected losses and expected residual returns calculation will be performed. Investments and redemptions (either by Apollo, affiliates of Apollo or third parties) or amendments to the governing documents of the respective Apollo fund may affect an entity’s status as a VIE or the determination of the primary beneficiary.

Apollo assesses whether it is the primary beneficiary and will consolidate or deconsolidate the entity accordingly. Performance of that assessment requires the exercise of judgment. Where the variable interests have qualified for the deferral, judgments are made in estimating cash flows in evaluating which member within the equity group absorbs a majority of the expected profits or losses of the VIE. Where the variable interests have not qualified for the deferral, judgments are 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 are potentially significant to the VIE. Under both guidelines, judgment is made in evaluating the nature of the relationships and activities of the parties involved in determining if there is a related-party group, and if so, which party within the related-party group is most closely associated with a VIE. The use of these judgments has a material impact to certain components of Apollo’s condensed consolidated financial statements.

Assets and liability amounts of the consolidated VIEs are shown in separate sections within the condensed consolidated statements of financial condition as of June 30, 2012 and December 31, 2011.

Refer to additional disclosures regarding VIEs in note 5. Intercompany transactions and balances, if any, have been eliminated in consolidation.

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

Non-Controlling Interest —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 Interest in the condensed consolidated financial statements. The Non-Controlling Interests relating to Apollo primarily includes the 65.5% ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings and other ownership interests in consolidated entities, which primarily consist of the approximate 97% ownership interest held by limited partners in AAA as of June 30, 2012. Non-Controlling Interests also include limited partner interests of Apollo managed funds in certain consolidated VIEs.

-15-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

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

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

Advisory and Transaction Fees from Affiliates —Advisory and transaction fees, including directors’ fees are recognized when the underlying services rendered are substantially completed in accordance with the terms of the transaction and advisory agreements. Additionally, during the normal course of business, the Company incurs certain costs related to certain transactions that are not consummated (“Broken Deal Costs”). These costs (e.g. research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken upon management’s decision to no longer pursue the transaction. In accordance with the related fund agreement, in the event the deal is broken, all of the costs are reimbursed by the funds and then included in the calculation of the Management Fee Offset described below. If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company of all costs incurred.

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

Management Fees from Affiliates —Management fees for private equity funds, real estate funds and certain capital markets funds are recognized in the period during which the related services are performed in accordance with the contractual terms of the related agreement, and are based upon (1) a percentage of the capital committed during the commitment period, and thereafter based on the remaining invested capital of unrealized investments, or (2) net asset value, gross assets or as otherwise defined in the respective agreements.

Carried Interest Income from Affiliates —Apollo is entitled to an incentive return that can normally amount to as much as 20% of the total returns on funds’ capital, depending upon performance. Performance-based fees are assessed as a percentage of the investment performance of the funds. The carried interest income from affiliates for any period is based upon an assumed liquidation of the fund’s net assets on the reporting date, and distribution of the net proceeds in accordance with the fund’s income allocation provisions. Carried interest receivable is presented separately in the condensed consolidated statements of financial condition. The carried interest income from affiliates may be subject to reversal to the extent that the carried interest income recorded exceeds the amount due to the general partner based on a fund’s cumulative investment returns. When applicable, the accrual for potential repayment of previously received carried interest income, which is a component of due to affiliates, represents all amounts

-16-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner obligation, however, would not become payable or realized until the end of a fund’s life.

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

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

Level II —Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These investments exhibit higher levels of liquid market observability as compared to Level III investments. The Company subjects broker quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II investment. These criteria include, but are not limited to, the number and quality of broker quotes, the standard deviation of obtained broker quotes, and the percentage deviation from independent pricing services.

Level III —Pricing inputs are unobservable for the investment and includes situations where there is little observable market activity for the investment. The inputs into the determination of fair value may require significant management judgment or estimation. Investments that are included in this category generally include general and limited partnership interests in corporate private equity and real estate funds, mezzanine funds, funds of hedge funds, distressed debt and non-investment grade residual interests in securitizations and collateralized debt obligations where the fair value is based on observable inputs as well as unobservable inputs. When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II or Level III investment. Some of the factors we consider include the number of broker quotes we obtain, the quality of the broker quotes, the standard deviations of the observed broker quotes and the corroboration of the broker quotes to independent pricing services.

-17-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

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

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

Private Equity Investments

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 last sales price on the date of determination.

Valuation approaches used to estimate the fair value of investments that are less liquid include the income approach and the market approach. 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 used in the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are assumptions of expected results and a calculated discount rate. The market approach provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry. The market approach is driven more by current market conditions, actual trading levels of similar companies and actual transaction data of similar companies. Consideration may also be given to such factors as the Company’s historical and projected financial data, valuations given to comparable companies, the size and scope of the Company’s operations, the Company’s strengths, weaknesses, expectations relating to the market’s receptivity to an offering of the Company’s securities, applicable restrictions on transfer, industry information and assumptions, general economic and market conditions and other factors deemed relevant. As part of management’s process, the Company utilizes a valuation committee to review and approve the valuations. 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.

On a quarterly basis, Apollo utilizes a valuation committee consisting of members from senior management who review and approve the valuation results related to our private equity investments. Management also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. Management performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analysis.

Capital Markets Investments

The majority of the investments in Apollo’s capital markets funds are valued using quoted market prices. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing recognized pricing services, market participants or other sources. The capital markets funds also enter into foreign currency exchange contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. 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 credit default contract and the original contract price.

-18-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers. When determining fair value pricing when no market value exists, the value attributed to an investment is based on the enterprise value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation approaches used to estimate the fair value of illiquid investments included in Apollo’s capital markets funds also may use the income approach or market approach. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.

On a quarterly basis, Apollo utilizes a sub-valuation committee consisting of members from senior management to review and approve the valuation results related to our capital markets investments. Management performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analysis.

Real Estate Investments —For the CMBS portfolio of Apollo’s funds, the estimated fair value 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. For Apollo’s opportunistic and value added real estate funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers, and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.

On a quarterly basis, Apollo utilizes a sub-valuation committee consisting of members from senior management to review and approve the valuation results related to our real estate investments. Management performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analysis.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Except for the Company’s debt obligation related to the AMH Credit Agreement (as defined in note 9), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying value approximates 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. Other 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. As disclosed in note 9, the Company’s long term debt obligation related to the AMH Credit Agreement is believed to have an estimated fair value of approximately $773.0 million based on a yield analysis using available market data of comparable securities with similar terms and remaining maturities. However, the carrying value that is recorded on the condensed consolidated statements of financial condition is the amount for which we expect to settle the long term debt obligation. The Company has determined that the long term debt obligation related to the AMH Credit Agreement would be categorized as a Level III liability in the fair-value hierarchy.

-19-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Fair Value Option —Apollo has elected the fair value option for the convertible notes issued by HFA and for the assets and liabilities of the consolidated VIEs. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. For the convertible notes issued by HFA, Apollo has elected to separately present interest income in the condensed consolidated statements of operations from other changes in the fair value of the convertible notes. Apollo has applied the fair value option for certain corporate loans, other investments and debt obligations held by the consolidated VIEs that otherwise would not have been carried at fair value. Refer to note 4 and note 5 for further disclosure on financial instruments of the consolidated VIEs and the investment in HFA for which the fair value option has been elected.

Financial Instruments held by Consolidated VIEs

The consolidated VIEs hold investments that are 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.

The consolidated VIEs also have debt obligations that are recorded at fair value. The valuation approach used to estimate the fair values of debt obligations is the discounted cash flow method, which includes consideration of the cash flows of the debt obligation based on projected quarterly interest payments and quarterly amortization. Debt obligations are discounted based on the appropriate yield curve given the loan’s respective maturity and credit rating. Management uses its discretion and judgment in considering and appraising relevant factors for determining the valuations of its debt obligations.

Compensation and Benefits

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

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

From time to time, the Company may assign profits interests received in lieu of management fees to certain investment professionals. Such assignments of profits interests are treated as compensation and benefits when assigned.

The Company sponsors a 401(k) Savings Plan whereby U.S.-based employees are entitled to participate in the plan based upon satisfying certain eligibility requirements. The Company may provide discretionary contributions from time to time. No contributions relating to this plan were made by the Company for the three and six months ended June 30, 2012 and 2011, respectively.

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

-20-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

In June 2011, the Company adopted a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement enables certain partners and employees to earn discretionary compensation based on carried interest realizations earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.

Incentive Fee Compensation —Certain employees are entitled to receive a discretionary portion of incentive fee income from certain of our capital markets funds, based on performance for the period. Incentive fee compensation expense is recognized on an accrual basis as the related carried interest income is earned. Incentive fee compensation expense may be subject to reversal until the carried interest income crystallizes.

Other Income (Loss)

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

Net Gains 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 (Loss), Net. Other income, net includes the recognition of bargain purchase gains as a result of Apollo acquisitions, gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities of foreign subsidiaries, and other miscellaneous income and expenses.

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

The remaining earnings are allocated to common Class A Shares and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Each total is then divided by the applicable number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding common shares and all potential common shares assumed issued if they are dilutive. The numerator is adjusted for any changes in income or loss that would result from a hypothetical conversion of these potential common shares.

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

-21-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Recent Accounting Pronouncements

In September 2011, the FASB issued an update which amends the guidance related to testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option to perform a qualitative assessment before calculating the fair value of the reporting unit (i.e., step 1 of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not to be less than the carrying amount, the two-step impairment test would be required. Otherwise, further testing would not be needed. The update does not amend the requirement to test goodwill for impairment between annual tests if events or circumstances warrant. The amendments are effective for all entities for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company performed its annual goodwill impairment test as of June 30, 2012, utilizing the two step method, therefore the adoption of this guidance did not have an impact on the Company’s condensed consolidated financial statements.

In December 2011, the FASB issued amended guidance which will enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either (1) offset or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Company is in the process of evaluating the impact that this guidance will have on its condensed consolidated financial statements.

In July 2012, the FASB issued amended guidance related to testing indefinite-lived intangible assets, other than goodwill, for impairment. Under the revised guidance, entities have the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If an entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more likely than not to be less than the carrying amount, then the entity must perform the quantitative impairment test; otherwise, further testing would not be required. The amendments are effective for all entities for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance is not expected to have an impact on the Company’s condensed consolidated financial statements.

3. ACQUISITIONS AND BUSINESS COMBINATIONS

Business Combinations

Stone Tower

On April 2, 2012 (the “Acquisition Date”), the Company completed its previously announced acquisition (the “Acquisition”) of the membership interests of Stone Tower Capital LLC and its related management companies (“Stone Tower”), a leading alternative credit manager. The Acquisition was consummated by the Company for total consideration at fair value of approximately $237.2 million. The transaction added significant scale and several new credit product capabilities and increased the Assets Under Management of the capital markets segment.

Consideration exchanged at closing included a payment of approximately $105.5 million, which the Company funded from its existing cash resources, and equity granted to the former owners of Stone Tower with grant date fair value of $14.0 million valued using the Company’s closing stock price on April

-22-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

2, 2012 of $14.40. Additionally, the Company will also make payments to the former owners of Stone Tower under a contingent consideration obligation which requires the Company to transfer cash to the former owners of Stone Tower based on a specified percentage of carried interest income. The contingent consideration obligation has an Acquisition Date fair value of approximately $117.7 million, which was determined based on the present value of the estimated range of undiscounted carried interest income cash flows of approximately $139.4 million using a discount rate of 9.5%, and is reflected in profit sharing payable in the condensed consolidated statements of financial condition as of June 30, 2012.

As a result of the Acquisition, the Company incurred $4.6 million in acquisition costs, of which $2.8 million was incurred in the six months ended June 30, 2012.

Tangible assets acquired in the Acquisition consisted of management and carried interest receivable and other assets. Intangible assets acquired consisted primarily of certain management contracts providing economic rights to management fees, senior fees, subordinate fees, and carried interest from existing CLOs, funds and separately managed accounts managed by Stone Tower.

The Company has performed an analysis and an evaluation of the net assets acquired and liabilities assumed. The estimated fair value of the assets acquired exceeded the estimated fair value of the liabilities assumed as of the Acquisition Date resulting in a bargain purchase gain of approximately $1,951.2 million. The bargain purchase gain is reflected in other income, net within the condensed consolidated statements of operations with corresponding amounts reflected as components of appropriated partners’ capital within the condensed consolidated statements of changes in shareholders’ equity. The estimated fair values for the net assets acquired and liabilities assumed are summarized in the following table:


Tangible Assets:
Cash	$	6,310
Carried Interest Receivable		36,097
Due from Affiliates		1,642
Other Assets		2,492
Total assets of consolidated variable interest entities		10,136,869

Intangible Assets:
Management Fees Contracts		9,694
Senior Fees Contracts		568
Subordinate Fees Contracts		2,023
Carried Interest Contracts		85,071
Non-Compete Covenants		200

Fair Value of Assets Acquired		10,280,966

Liabilities Assumed:
Accounts payable and accrued expenses		3,570
Due to Affiliates		4,410
Other Liabilities		8,979
Total liabilities of consolidated variable interest entities		7,815,434

Fair Value of Liabilities Assumed		7,832,393

Fair Value of Net Assets Acquired		2,448,573

Less: Net assets attributable to Non-Controlling Interests in consolidated entities		260,203
Less: Fair Value of Consideration Transferred		237,201

Gain on Acquisition	$	1,951,169

-23-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The bargain purchase gain was recorded in other income, net in the condensed consolidated statements of operations. During the one year measurement period, any changes resulting from facts and circumstances that existed as of the Acquisition Date will be reflected as a retrospective adjustment to the bargain purchase gain and the respective asset acquired or liability assumed.

The Acquisition related intangible assets valuation and related amortization are as follows:


	Weighted Average Useful Life in Years		As of June 30, 2012
Management Fees contracts		2.2	$	9,694
Senior Fees Contracts		2.4		568
Subordinate Fees Contracts		2.5		2,023
Carried Interest Contracts		3.7		85,071
Non-Compete Covenants		2.0		200

Total Intangible Assets				97,556
Less: Accumulated amortization				(3,892	)

Net Intangible Assets			$	93,664

The results of operations of the acquired business since the Acquisition Date included in the Company’s condensed consolidated statements of operations for the period from April 2, 2012 to June 30, 2012 were as follows:


	For the Period from April 2, 2012 to June 30, 2012
Total Revenues	$	11,533
Net (Income) Attributable to Non-Controlling Interest	$	(1,985,841	)
Net Income Attributable to Apollo Global Management, LLC	$	5,562

Unaudited Supplemental Pro Forma Information

Unaudited supplemental pro forma results of operations of the combined entity for the three and six months ended June 30, 2012 assuming the Acquisition had occurred as of January 1, 2012 are presented below. This pro forma information has been prepared for comparative purposes only and is not intended to be indicative of what the Company’s results would have been had the Acquisition been completed on January 1, 2012, nor does it purport to be indicative of any future results.


	For the Three Months Ended June 30, 2012			For the Six Months Ended June 30, 2012
Total Revenues	$	211,628		$	1,002,721
Net Loss(Income) Attributable to Non-Controlling Interest	$	75,305		$	(2,183,857	)
Net (Loss) Income Attributable to Apollo Global Management, LLC	$	(41,386	)	$	72,124

Net (Loss) Income per Class A Share:
Net (Loss) Income per Class A Share – Basic and Diluted	$	(0.38	)	$	0.44
Weighted Average Number of Class A Shares – Basic		126,457,443			125,863,348
Weighted Average Number of Class A Shares – Diluted		126,457,443			126,260,767

The six months supplemental pro forma earnings include an adjustment to exclude $5.5 million of compensation expense not expected to recur due to termination of certain contractual arrangements as part of the closing of the Acquisition.

-24-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Intangible Assets

Intangible assets, net consists of the following:


	June 30, 2012			December 31, 2011
Finite-lived intangible assets	$	238,556		$	141,000
Accumulated amortization		(74,816	)		(59,154	)

Intangible assets, net	$	163,740		$	81,846

Amortization expense related to intangible assets was $15.6 million and $7.6 million for the six months ended June 30, 2012 and 2011, respectively and $9.6 million and $4.4 for the three months ended June 30, 2012 and 2011, respectively.

Expected amortization of these intangible assets for each of the next 5 years and thereafter is as follows:


	Remaining 2012		2013		2014		2015		2016		There- After		Total
Amortization of intangible assets	$	27,128	$	41,108	$	36,078	$	33,567	$	7,730	$	18,129	$	163,740

4. INVESTMENTS

The following table represents Apollo’s investments:


	June 30, 2012		December 31, 2011
Investments, at fair value	$	1,630,723	$	1,552,122
Other investments		404,322		305,343

Total Investments	$	2,035,045	$	1,857,465

Investments at Fair Value

Investments at fair value consist of financial instruments held by AAA, investments held by the Apollo Senior Loan Fund and other funds, the Company’s investment in HFA and other investments held by the Company at fair value. As of June 30, 2012 and December 31, 2011, the net assets of the consolidated funds (excluding VIEs) were $1,587.9 million and $1,505.5 million, respectively. The following investments, except the investment in HFA and other investments, are presented as a percentage of net assets of the consolidated funds:


Investments, at Fair Value – Affiliates	June 30, 2012											December 31, 2011
	Fair Value						Cost		% of Net Assets of Consolidated Funds			Fair Value						Cost		% of Net Assets of Consolidated Funds
	Private Equity		Capital Markets		Total		Cost		% of Net Assets of Consolidated Funds			Private Equity		Capital Markets		Total		Cost		% of Net Assets of Consolidated Funds
Investments held by:
AAA	$	1,516,899	$	—	$	1,516,899	$	1,561,204		95.4	%	$	1,480,152	$	—	$	1,480,152	$	1,662,999		98.4	%
Investments held by Apollo Senior Loan Fund		—		25,985		25,985		25,924		1.6			—		24,213		24,213		24,569		1.6
HFA		—		38,549		38,549		56,190		N/A			—		46,678		46,678		54,628		N/A
Investments held by Other Funds ⁽¹⁾		—		48,036		48,036		48,036		3.0			—		—		—		—		—
Other Investments		1,254		—		1,254		3,391		N/A			1,079		—		1,079		2,881		N/A

Total	$	1,518,153	$	112,570	$	1,630,723	$	1,694,745		100.0	%	$	1,481,231	$	70,891	$	1,552,122	$	1,745,077		100.0	%

(1)	Includes the impact of the consolidation of Apollo GSS Holdings (Cayman), L.P. (“GSS”) during the three months ended June 30, 2012.

-25-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Securities

At June 30, 2012 and December 31, 2011, the sole investment held by AAA was its investment in AAA Investments, L.P. (“AAA Investments”), which is measured based on AAA’s share of net asset value of AAA Investments. The following tables represent each investment of AAA Investments constituting more than five percent of the net assets of the funds that the Company consolidates (excluding VIEs) as of the aforementioned dates:


	June 30, 2012
	Instrument Type	Cost		Fair Value		% of Net Assets of Consolidated Funds
Apollo Life Re Ltd.	Equity	$	358,241	$	457,900		28.8	%
Apollo Strategic Value Offshore Fund, Ltd.	Investment Fund		98,832		164,895		10.4
Rexnord Corporation	Equity		37,461		156,698		9.9
NCL Corporation	Equity		98,906		98,500		6.2
LeverageSource, L.P.	Equity		123,805		97,765		6.1
Berry Plastics, Inc.	Equity		9,947		79,700		5.0


	December 31, 2011
	Instrument Type	Cost		Fair Value		% of Net Assets of Consolidated Funds
Apollo Life Re Ltd.	Equity	$	358,241	$	430,800		28.6	%
Apollo Strategic Value Offshore Fund, Ltd.	Investment Fund		105,889		164,811		10.9
Rexnord Corporation	Equity		37,461		139,100		9.2
LeverageSource, L.P.	Equity		139,913		102,834		6.8
Apollo Asia Opportunity Offshore Fund, Ltd.	Investment Fund		88,166		86,329		5.7
Momentive Performance Materials Holdings, Inc.	Equity		80,657		85,300		5.7

AAA Investments owns equity, as a private equity co-investment, equity converted from debt positions and debt, through its investment in Autumnleaf, L.P. and Apollo Fund VI BC, L.P., in CEVA Logistics. AAA Investments’ combined share of these debt and equity investments was valued at $97.5 million and $75.2 million as of June 30, 2012 and December 31, 2011, respectively. At June 30, 2012, AAA Investments’ combined share of these debt and equity investments was greater than 5% of the net assets of the consolidated funds. Apollo Strategic Value Offshore Fund, Ltd. (the “Apollo Strategic Value Fund”) has an ownership interest in a special purpose vehicle, Apollo VIF/SVF Bradco LLC, which owns interests in Bradco Supply Corporation. AAA Investments’ share of this investment is valued at $92.5 million and $80.9 million at June 30, 2012 and December 31, 2011, respectively. At June 30, 2012 and December 31, 2011, AAA Investments’ combined share of this investment was greater than 5.0% of the net assets of the consolidated funds. In addition to the AAA Investments’ private equity co-investment in Momentive Performance Materials Holdings Inc. (“Momentive”) noted above, AAA Investments has an ownership interest in the debt of Momentive. AAA Investments’ combined share of these debt and equity investments is greater than 5% of the net assets of the consolidated funds and is valued at $85.9 million at December 31, 2011.

The Apollo Strategic Value Offshore Fund, Ltd. (“Apollo Strategic Value Fund”) primarily invests in the securities of leveraged companies in North America and Europe through three core strategies: distressed investments, value-driven investments and special opportunities. In connection with the redemptions requested by AAA Investments of its investment in the Apollo Strategic Value Fund, the remainder of AAA Investments’ investment in the Apollo Strategic Value Fund was converted into liquidating shares issued by the Apollo Strategic Value Fund. The liquidating shares were initially allocated

-26-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

a pro rata portion of each of the Apollo Strategic Value Fund’s existing investments and liabilities, and as those investments are sold, AAA Investments is allocated the proceeds from such disposition less its proportionate share of any current expenses incurred by the Apollo Strategic Value Fund.

During the first quarter of 2012, the general partner of the Apollo Asia Opportunity Offshore Fund, Ltd. (the “Apollo Asia Opportunity Fund”) determined that it was in the best interests of the limited partners in the Apollo Asia Opportunity Fund to wind down the fund and begin making distributions to investors as investments are liquidated. The remainder of the investment in the Apollo Asia Opportunity Fund is currently expected to be distributed as the less liquid investments are realized, with the final liquidation expected to occur in 2013, although the actual timing of the realizations may differ substantially from this estimate.

Apollo Life Re Ltd. is an Apollo-sponsored vehicle that owns the majority of the equity of Athene Holding Ltd. (“Athene”), the parent of Athene Life Re Ltd., a Bermuda-based reinsurance company focused on the life reinsurance sector, Athene Annuity & Life Assurance Company (formerly Liberty Life Insurance Company), a Delaware-domiciled stock life insurance company focused on retail sales and reinsurance in the retirement services market, Investors Insurance Corporation, a Delaware-domiciled stock life insurance company focused on the retirement services market and Athene Life Insurance Company, an Indiana-domiciled stock life insurance company focused on the institutional guaranteed investment contract (“GIC”) backed note and funding agreement markets.

Apollo Senior Loan Fund

On December 31, 2011, the Company invested $26.0 million in the Apollo Senior Loan Fund. As a result, the Company became the sole investor in the fund and therefore consolidated the assets and liabilities of the fund. The fund invests in U.S. denominated senior secured loans, senior secured bonds and other income generating fixed-income investments. At least 90% of the Apollo Senior Loan Fund’s portfolio of investments must consist of senior secured, floating rate loans or cash or cash equivalents. Up to 10% of the Apollo Senior Loan Fund’s portfolio may consist of non-first lien fixed income investments and other income generating fixed income investments, including but not limited to senior secured bonds. The Apollo Senior Loan Fund may not purchase assets rated (tranche rating) at B3 or lower by Moody’s, or equivalent rating by another nationally recognized rating agency.

The Company has classified the instruments associated with the Apollo Senior Loan Fund investment as Level II and Level III investments. All Level II and Level III investments of the Apollo Senior Loan Fund were valued using broker quotes.

HFA

On March 7, 2011, the Company invested $52.1 million (including expenses related to the purchase) in a convertible note with an aggregate principal amount of $50.0 million and received 20,833,333 stock options issued by HFA, an Australian based specialist global funds management company.

The terms of the convertible note allow the Company to convert the note, in whole or in part, into common shares of HFA at an exchange rate equal to the principal plus accrued payment-in-kind interest (or “PIK” interest) divided by US$0.98 at any time, and convey participation rights, on an as-converted basis, in any dividends declared in excess of $6.0 million per annum, as well as seniority rights over HFA common equity holders. Unless previously converted, repurchased or cancelled, the note will be converted on the eighth anniversary of its issuance on March 11, 2019. Additionally, the note has a percentage coupon interest of 6% per annum, paid via principal capitalization (PIK interest) for the first four years, and thereafter either in cash or via principal capitalization at HFA’s discretion. The PIK interest provides for the Company to receive additional common shares of HFA if the note is converted. The Company has elected the fair value option for the convertible note. The convertible note is valued using an “if-converted basis”, which is based on a hypothetical exit through conversion to common equity (for which quoted price

-27-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

exists) as of the valuation date. The Company separately presents interest income in the condensed consolidated statements of operations from other changes in the fair value of the convertible note. For the three and six months ended June 30, 2012, the Company recorded $0.8 million and $1.6 million, respectively, in PIK interest income included in interest income in the condensed consolidated statements of operations. The terms of the stock options allow for the Company to acquire 20,833,333 fully paid ordinary shares of HFA at an exercise price in Australian Dollars (“A$”) of A$8.00 (exchange rate of A$1.00 to $1.02 as of June 30, 2012) per stock option. The stock options became exercisable upon issuance and expire on the eighth anniversary of the issuance date. The stock options are accounted for as a derivative and are valued at their fair value under U.S. GAAP at each balance sheet date. As a result, for the six months ended June 30, 2012 and 2011, the Company recorded an unrealized (loss) gain of approximately $(9.7) million and $20.1 million, respectively, related to the convertible note and stock options within net gains from investment activities in the condensed consolidated statements of operations. For the three months ended June 30, 2012 and 2011, the Company recorded an unrealized (loss) gain of approximately $(13.1) million and $2.2 million, respectively, related to the convertible note and stock options within net gains from investment activities in the condensed consolidated statements of operations.

The Company has classified the instruments associated with the HFA investment as Level III investments.

Net (Losses) Gains from Investment Activities

Net (losses) gains from investment activities in the condensed consolidated statements of operations include net realized gains from sales of investments, and the change in net unrealized gains resulting from changes in fair value of the consolidated funds’ investments and realization of previously unrealized gains. Additionally net gains from investment activities include changes in the fair value of the investment in HFA and other investments held at fair value. The following tables present Apollo’s net gains from investment activities for the three and six months ended June 30, 2012 and 2011:


	For the Three Months Ended June 30, 2012
	Private Equity			Capital Markets			Total
Realized gains on sales of investments	$	—		$	45		$	45
Change in net unrealized losses due to changes in fair values		(15,149	)		(13,110	)		(28,259	)

Net Losses from Investment Activities	$	(15,149	)	$	(13,065	)	$	(28,214	)


	For the Three Months Ended June 30, 2011
	Private Equity		Capital Markets		Total
Change in net unrealized gains due to changes in fair value	$	61,079	$	2,232	$	63,311

Net Gains from Investment Activities	$	61,079	$	2,232	$	63,311

-28-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)


	For the Six Months Ended June 30, 2012
	Private Equity		Capital Markets			Total
Realized gains on sales of investments	$	—	$	136		$	136
Change in net unrealized gains (losses) due to changes in fair values		138,543		(9,185	)		129,358

Net Gains (Losses) from Investment Activities	$	138,543	$	(9,049	)	$	129,494


	For the Six Months Ended June 30, 2011
	Private Equity		Capital Markets		Total
Change in net unrealized gains due to changes in fair value	$	201,179	$	20,061	$	221,240

Net Gains from Investment Activities	$	201,179	$	20,061	$	221,240

-29-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Other Investments

Other Investments primarily consist of equity method investments. Apollo’s share of operating (loss) income generated by these investments is recorded within (loss) income from equity method investments in the condensed consolidated statements of operations.

The following table presents (loss) income from equity method investments for the three and six months ended June 30, 2012 and 2011:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Investments:
Private Equity Funds:
AAA Investments	$	(1	)	$	39		$	83		$	119
Apollo Investment Fund IV, L.P. (“Fund IV”)		(2	)		2			(2	)		12
Apollo Investment Fund V, L.P. (“Fund V”)		24			12			29			17
Apollo Investment Fund VI, L.P. (“Fund VI”)		(64	)		222			2,548			2,896
Apollo Investment Fund VII, L.P. (“Fund VII”)		(858	)		3,295			23,223			13,665
Apollo Natural Resources Partners, L.P. (“ANRP”)		137			—			174			—
Capital Markets Funds:
Apollo Special Opportunities Managed Account, L.P. (“SOMA”)		(30	)		(152	)		666			142
Apollo Value Investment Fund, L.P. (“VIF”)		(4	)		(11	)		15			4
Apollo Strategic Value Fund, L.P. (“SVF”)		(3	)		(6	)		12			3
Apollo Credit Liquidity Fund, L.P. (“ACLF”)		78			(197	)		1,966			496
Apollo/Artus Investors 2007-I, L.P. (“Artus”)		(104	)		(97	)		291			369
Apollo Credit Opportunity Fund I, L.P. (“COF I”)		(1,851	)		175			7,168			4,360
Apollo Credit Opportunity Fund II, L.P. (“COF II”)		522			323			2,955			938
Apollo European Principal Finance Fund, L.P. (“EPF I”)		150			1,516			794			2,863
Apollo Investment Europe II, L.P. (“AIE II”)		(400	)		235			503			1,410
Apollo Palmetto Strategic Partnership, L.P. (“Palmetto”)		38			173			549			521
Apollo Senior Floating Rate Fund, Inc. (“AFT”)		1			—			11			—
Apollo Residential Mortgage, Inc. (“AMTG”)		403	⁽¹⁾		—			555	⁽¹⁾		—
Apollo European Credit, L.P. (“AEC”)		(8	)		—			27			—
Apollo European Strategic Investment L.P. (“AESI”)		(31	)		—			162			—
Apollo Centre Street Partnership, L.P. (“ACSP”)		(67	)		—			(67	)		—
Apollo European Principal Finance Fund II, L.P. (“EPF II”)		316			—			316			—
Real Estate:
Apollo Commercial Real Estate Finance, Inc. (“ARI”)		268	⁽¹⁾		175	⁽²⁾		516	⁽¹⁾		312	⁽²⁾
AGRE U.S. Real Estate Fund, L.P.		(33	)		—			(86	)		—
CPI Capital Partners NA Fund		(10	)		81			(31	)		81
CPI Capital Partners Asia Pacific Fund		32			14			37			14
Other Equity Method Investments:
VC Holdings, L.P. Series A (“Vantium A/B”)		(1	)		(683	)		(306	)		(1,306	)
VC Holdings, L.P. Series C (“Vantium C”)		17			174			(133	)		220
VC Holdings, L.P. Series D (“Vantium D”)		190			80			432			60
Other		452			—			5			—

Total (Loss) Income from Equity Method Investments	$	(839	)	$	5,370		$	42,412		$	27,196

(1)	Amounts are as of March 31, 2012.

(2)	Amounts are as of March 31, 2011.

-30-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Other investments as of June 30, 2012 and December 31, 2011 consisted of the following:


	Equity Held as of
	June 30, 2012			% of Ownership			December 31, 2011			% of Ownership
Investments:
Private Equity Funds:
AAA Investments	$	887			0.058	%	$	859			0.057	%
Fund IV		9			0.013			15			0.010
Fund V		231			0.013			202			0.014
Fund VI		10,166			0.098			7,752			0.082
Fund VII		167,384			1.311			139,765			1.318
ANRP		2,482			1.320			1,982			2.544
Capital Markets Funds:
SOMA		5,714			0.527			5,051			0.525
VIF		137			0.083			122			0.081
SVF		135			0.061			123			0.059
ACLF		13,323			2.474			14,449			2.465
Artus		5,610			6.156			6,009			6.156
COF I		42,558			1.951			37,806			1.977
COF II		21,063			1.449			22,979			1.472
EPF I		16,863			1.363			14,423			1.363
AIE II		8,348			2.146			7,845			2.076
Palmetto		12,164			1.186			10,739			1.186
AFT		94			0.034			84			0.034
Apollo/JH Loan Portfolio, L.P.		—			—			100			0.189
AMTG ⁽³⁾		4,261	⁽¹⁾		1.880	⁽¹⁾		4,000	⁽²⁾		1.850	⁽²⁾
AEC		1,181			0.976			542			1.053
AESI		2,691			1.038			1,704			1.035
ACSP		4,308			2.442			—			—
AINV		50,000	⁽⁴⁾		2.981			—			—
EPF II		9,231			2.302			—			—
Real Estate:
ARI ⁽³⁾		11,523	⁽¹⁾		2.730	⁽¹⁾		11,288	⁽²⁾		2.730	⁽²⁾
AGRE U.S. Real Estate Fund, L.P.		1,875			1.845			5,884			2.065
CPI Capital Partners NA Fund		440			0.334			564			0.344
CPI Capital Partners Europe Fund		5			0.001			5			0.001
CPI Capital Partners Asia Pacific Fund		151			0.039			256			0.039
Other Equity Method Investments:
Vantium A/B		54			6.450			359			6.450
Vantium C		5,573			2.073			6,944			2.300
Vantium D		1,777			6.345			1,345			6.300
Portfolio Company Holdings		4,084			N/A	⁽⁵⁾		2,147			N/A	⁽⁵⁾

Total Other Investments	$	404,322					$	305,343

(1)	Amounts are as of March 31, 2012.

(2)	Amounts are as of September 30, 2011.

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

(4)	Amount of investment made on April 2, 2012, which is reflected at cost.

(5)	Ownership percentages are not presented for these equity method investments in our portfolio companies as we only present for the funds in which we are the general partner.

As of June 30, 2012 and December 31, 2011 and for the six months ended June 30, 2012 and 2011, no single equity method investee held by Apollo exceeded 20% of its total consolidated assets or income. As such, Apollo is not required to present summarized income statement information for any of its equity method investees.

-31-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Fair Value Measurements

The following table summarizes the valuation of Apollo’s investments in fair value hierarchy levels as of June 30, 2012 and December 31, 2011:


	Level I				Level II				Level III				Totals
	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
Assets, at fair value:
Investment in AAA Investments, L.P.	$	—	$	—	$	—	$	—	$	1,516,899	$	1,480,152	$	1,516,899	$	1,480,152
Investments held by Apollo Senior Loan Fund		—		—		25,985		23,757		—		456		25,985		24,213
Investments in HFA, GSS and Other		—		—		—		—		87,839		47,757		87,839		47,757

Total	$	—	$	—	$	25,985	$	23,757	$	1,604,738	$	1,528,365	$	1,630,723	$	1,552,122


	Level I				Level II				Level III				Totals
	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
Liabilities, at fair value:
Interest rate swap agreements	$	—	$	—	$	—	$	3,843	$	—	$	—	$	—	$	3,843

Total	$	—	$	—	$	—		3,843	$	—	$	—	$	—		3,843

There was a transfer of investments from Level III into Level II relating to investments held by the Apollo Senior Loan Fund during the six months ended June 30, 2012, as a result of subjecting the broker quotes on these investments 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. There were no transfers between Level I, II or III during the six months ended June 30, 2011 relating to assets and liabilities, at fair value, noted in the tables above.

The following table summarizes the changes in AAA Investments, which is measured at fair value and characterized as a Level III investment:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Balance, Beginning of Period	$	1,581,773		$	1,777,191		$	1,480,152		$	1,637,091
Purchases		—			307			—			307
Distributions		(49,724	)		(28,000	)		(101,795	)		(28,000	)
Change in unrealized (losses) gains, net		(15,150	)		61,079			138,542			201,179

Balance, End of Period	$	1,516,899		$	1,810,577		$	1,516,899		$	1,810,577

The following table summarizes the changes in the investment in HFA, GSS and Other Investments, which are measured at fair value and characterized as Level III investments:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Balance, Beginning of Period	$	52,571		$	69,898		$	47,757		$	—
Acquisition of consolidated fund		46,147			—			46,147			—
Purchases		2,809			2,437			3,959			54,506
Change in unrealized (losses) gains, net		(13,688	)		2,232			(10,024	)		20,061
Expenses incurred		—			(2,069	)		—			(2,069	)

Balance, End of Period	$	87,839		$	72,498		$	87,839		$	72,498

-32-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The change in unrealized gains (losses), net has been recorded within the caption “Net (losses) gains from investment activities” in the condensed consolidated statements of operations.

The following table summarizes the changes in the Apollo Senior Loan Fund, which is measured at fair value and characterized as a Level III investment:


	For the Three Months Ended June 30, 2012			For the Six Months Ended June 30, 2012
Balance, Beginning of Period	$	484		$	456
Sale of investments		(2	)		(461	)
Realized gains		—			9
Change in unrealized losses		(1	)		(6	)
Transfers out of Level III		(481	)		(481	)
Transfers into Level III		—			483

Balance, End of Period	$	—		$	—

The change in unrealized losses and realized gains have been recorded within the caption “Net (losses) gains from investment activities” in the condensed consolidated statements of operations.

The following table summarizes a look-through of the Company’s Level III investments by valuation methodology of the underlying securities held by AAA Investments:


	Private Equity
	June 30, 2012						December 31, 2011
				% of Investment of AAA						% of Investment of AAA
Approximate values based on net asset value of the underlying funds, which are based on the funds underlying investments that are valued using the following:
Comparable company and industry multiples	$	584,422			34.8	%	$	749,374			44.6	%
Discounted cash flow models		654,722			38.9			643,031			38.4
Listed quotes		294,185			17.5			139,833			8.3
Broker quotes		156,246			9.3			179,621			10.7
Other net liabilities ⁽¹⁾		(8,643	)		(0.5	)		(33,330	)		(2.0	)

Total Investments		1,680,932			100.0	%		1,678,529			100.0	%

Other net liabilities ⁽²⁾		(164,033	)					(198,377	)

Total Net Assets	$	1,516,899					$	1,480,152

(1)

Balances include other assets and liabilities of certain funds in which AAA Investments has invested. Other assets and liabilities at the fund level primarily include cash and cash equivalents, broker receivables and payables and amounts due to and from affiliates. Carrying values approximate fair value for other assets and liabilities, and accordingly, extended valuation procedures are not required.

(2)

Balances include other assets, liabilities and general partner interests of AAA Investments and are primarily comprised of $359.9 million and $402.5 million in long-term debt offset by cash and cash equivalents at the June 30, 2012 and December 31, 2011 balance sheet dates, respectively. Carrying values approximate fair value for other assets and liabilities and, accordingly, extended valuation procedures are not required.

The significant unobservable inputs used in the fair value measurement of the Level III investments are the comparable multiples and weighed average cost of capital rates applied in the valuation models for each investment. These inputs in isolation can cause significant increases or decreases in fair value. Specifically, the comparable multiples are generally multiplied by the underlying companies EBITDA to establish the total enterprise value of our portfolio company investments. The comparable multiple is determined based on the implied trading multiple of public industry peers. Similarly, 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. An increase in the discount rate can significantly lower the fair value of an investment; conversely a decrease in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the weighted average cost of capital calculation that weights the cost of equity and the cost of debt based on comparable debt to equity ratios.

-33-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

5. VARIABLE INTEREST ENTITIES

The Company consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. The purpose of such VIEs is to provide strategy-specific investment opportunities for investors in exchange for management and performance based fees. The investment strategies of the entities that the Company manages may vary by entity, however, the fundamental risks of such entities have similar characteristics, including loss of invested capital and the return of carried interest income previously distributed to the Company by certain private equity and capital markets entities. The nature of the Company’s involvement with VIEs includes direct and indirect investments and fee arrangements. The Company does not provide performance guarantees and has no other financial obligations to provide funding to VIEs other than its own capital commitments. There is no recourse to the Company for the consolidated VIEs’ liabilities.

The assets and liabilities of the consolidated VIEs are comprised primarily of investments and debt, at fair value, and are included within assets and liabilities of consolidated variable interest entities, respectively, in the condensed consolidated statements of financial condition.

Consolidated Variable Interest Entities

In accordance with the methodology described in note 2, Apollo has twenty-nine consolidated VIEs as of June 30, 2012, of which six were consolidated in connection with the Company’s October 2011 acquisition of Gulf Stream Asset Management, LLC (“Gulf Stream”) and fifteen were consolidated in connection with the Company’s April 2012 acquisition of Stone Tower. Refer to note 3 for further discussion of the Stone Tower acquisition.

The majority of the consolidated VIEs were formed for the sole purpose of issuing collateralized notes to investors. The assets of these VIEs are primarily comprised of senior secured loans and the liabilities are primarily comprised of debt. Through its role as collateral manager of these VIEs, it was determined that Apollo had the power to direct the activities that most significantly impact the economic performance of these VIEs. Additionally, Apollo determined that the potential fees that it could receive directly and indirectly from these VIEs represent rights to returns that could potentially be significant to such VIEs. As a result, Apollo determined that it is the primary beneficiary and therefore should consolidate the VIEs.

One of the consolidated VIEs was formed to purchase loans and bonds in a leveraged structure for the benefit of its limited partners, which included certain Apollo funds that contributed equity to the consolidated VIE. Through its role as general partner of this VIE, it was determined that Apollo had the characteristics of the power to direct the activities that most significantly impact the VIE’s economic performance. Additionally, the Apollo funds have involvement with the VIE that have the characteristics of the right to receive benefits from the VIE that could potentially be significant to the VIE. As a group, the Company and its related parties have the characteristics of a controlling financial interest. Apollo determined that it is the party within the related party group that is most closely associated with the VIE and therefore should consolidate it.

The assets of these consolidated VIEs are not available to creditors of the Company. In addition, the investors in these consolidated VIEs have no recourse against the assets of the Company. The Company has elected the fair value option for financial instruments held by its consolidated VIEs, which includes investments in loans and corporate bonds, as well as debt obligations held by such consolidated VIEs. Other assets include amounts due from brokers and interest receivables. Other liabilities include payables for securities purchased, which represent open trades within the consolidated VIEs and primarily relate to corporate loans that are expected to settle within the next sixty days.

-34-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Fair Value Measurements

The following table summarizes the valuation of Apollo’s consolidated VIEs in fair value hierarchy levels as of June 30, 2012 and December 31, 2011:


	Level I				Level II				Level III				Totals
	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
Investments, at fair value	$	164	$	—	$	11,460,079	$	3,055,357	$	997,966	$	246,609	$	12,458,209	$	3,301,966

	Level I				Level II				Level III				Totals
	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
Liabilities, at fair value	$	—	$	—	$	—	$	—	$	11,232,660	$	3,189,837	$	11,232,660	$	3,189,837

Level III investments include corporate loan and corporate bond investments held by the consolidated VIEs, while the Level III liabilities consist of notes and loans, the valuations of which are discussed further in note 2. All Level II investments were valued using broker quotes. Transfers of investments out of Level III and into Level II or Level I, if any, are accounted for as of the end of the reporting period in which the transfer occurred.

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

The following table summarizes the fair value transfers between Level I and Level II:


	Three Months Ended June 30, 2012		Six Months Ended June 30, 2012
Transfers from Level II into Level I ⁽¹⁾	$	164	$	164

(1)	Transfers into Level I represents those financial instruments for which an unadjusted quoted price in an active market became available for the identical asset.

The following table summarizes the quantitative inputs and assumptions used for Investments, at fair value categorized as Level III in the fair value hierarchy as of June 30, 2012. The disclosure below excludes Level III Investments, at fair value as of June 30, 2012, for which the determination of fair value is based on broker quotes:

Fair Value at
June 30, 2012

Valuation Techniques

Unobservable
Inputs

Ranges

Weighted
Average

Financial Assets:

Bank Debt Term Loans

49,444

Discounted Cash Flow –
Comparable Yields

Discount
rate

9.0%–15.4%

13.0%

Stocks

7,817

Market Comparable Companies

Comparable
Multiples

6.5x–6.5x

6.5x

Total

57,261

The significant unobservable inputs used in the fair value measurement of the bank debt term loans and stocks include the discount rate applied and the multiples applied in the valuation models. These unobservable inputs in isolation can cause significant increases (decreases) in fair value. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment; conversely decreases in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks. When a comparable multiple

-35-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

model is used to determine fair value, the comparable multiples are generally multiplied by the underlying companies EBITDA to establish the total enterprise value of the company. The comparable multiple is determined based on the implied trading multiple of public industry peers.

The following table summarizes the changes in investments of consolidated VIEs, which are measured at fair value and characterized as Level III investments:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Balance, Beginning of Period	$	215,246		$	135,427		$	246,609		$	170,369
Acquisition of VIEs		1,482,057			—			1,482,057			—
Elimination of investments attributable to consolidated VIEs		(59,764	)		—			(59,764	)		—
Purchases of investments		210,721			200,890			437,666			485,515
Sale of investments		(935,739	)		(30,130	)		(975,013	)		(80,589	)
Net realized (losses) gains		5,850			546			1,192			1,834
Net unrealized gains (losses)		(9,377	)		268			2,215			2,690
Transfers out of Level III and into Level II		(55,913	)		(102,599	)		(346,430	)		(398,981	)
Transfers into Level III and out of Level II		144,885			68,589			209,434			92,153

Balance, End of Period	$	997,966		$	272,991		$	997,966		$	272,991

Changes in net unrealized (losses) gains included in Net Gains (Losses) from Investment Activities of consolidated VIEs related to investments still held at reporting date	$	(2,063	)	$	80		$	5,437		$	1,353

Investments were transferred out of Level III into Level II and into Level III out of Level II, respectively, as a result of subjecting the broker quotes on these investments to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes, and the percentage deviation from independent pricing services.

The following table summarizes the changes in liabilities of consolidated VIEs, which are measured at fair value and characterized as Level III liabilities:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Balance, Beginning of Period	$	3,700,536		$	723,232		$	3,189,837		$	1,127,180
Acquisition of VIEs (see note 3)		7,317,144			—			7,317,144			—
Elimination of debt attributable to consolidated VIEs		(59,772	)		20			(60,544	)		4
Borrowings		503,848			454,356			929,532			454,356
Repayments		(243,343	)		—			(246,134	)		(412,057	)
Net realized gains on debt		—			—			—			(41,819	)
Changes in net unrealized losses (gains) on debt		14,247			(3,040	)		102,825			46,904

Balance, End of Period	$	11,232,660		$	1,174,568		$	11,232,660		$	1,174,568

Changes in net unrealized losses (gains) included in Net Gains (Losses) from Investment Activities of consolidated VIEs related to liabilities still held at reporting date	$	8,456		$	(3,040	)	$	93,021		$	1,678

-36-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

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

The following table presents net gains (losses) from investment activities of the consolidated VIEs for the three and six months ended June 30, 2012 and 2011, respectively:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Net unrealized (losses) gains from investment activities	$	(18,021	)	$	(6,957	)	$	51,998		$	25,190
Net realized gains (losses) from investment activities		12,349			2,425			14,634			(12,619	)

Net (losses) gains from investment activities		(5,672	)		(4,532	)		66,632			12,571

Net unrealized (losses) gains from debt		(14,247	)		3,040			(102,825	)		(46,904	)
Net realized gains from debt		—			—			—			41,819

Net (losses) gains from debt		(14,247	)		3,040			(102,825	)		(5,085	)

Interest and other income		171,229			10,187			216,860			24,948
Other expenses		(119,547	)		(21,064	)		(165,105	)		(27,715	)

Net Gains (Losses) from Investment Activities of Consolidated VIEs	$	31,763		$	(12,369	)	$	15,562		$	4,719

Senior Secured Notes and Subordinated Notes —Included within liabilities of consolidated VIEs debt, at fair value are amounts due to third-party institutions with respect to the consolidated VIEs. The following table summarizes the principal provisions of the debt of the consolidated VIEs as of June 30, 2012 and December 31, 2011:


	June 30, 2012							December 31, 2011
	Principal Outstanding		Weighted Average Interest Rate			Weighted Average Remaining Maturity in Years		Principal Outstanding		Weighted Average Interest Rate			Weighted Average Remaining Maturity in Years
Senior Secured Notes ⁽²⁾⁽³⁾	$	11,238,427		1.27	%		7.5	$	3,121,126		1.35	%		8.9
Subordinated Notes ⁽²⁾⁽³⁾		1,015,717		N/A	⁽¹⁾		8.0		416,275		N/A	⁽¹⁾		8.8

	$	12,254,144						$	3,537,401

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

(2)	The fair value of Senior Secured and Subordinated Notes as of June 30, 2012 and December 31, 2011 was $11,233 million and $3,190 million, respectively.

(3)

The debt at fair value of the consolidated VIEs is collateralized by assets of the consolidated VIEs and assets of one vehicle may not be used to satisfy the liabilities of another. As of June 30, 2012 and December 31, 2011, the fair value of the consolidated VIE assets was $14,155 million and $3,533 million, respectively. This collateral consisted of cash and cash equivalents, investments as fair value and other assets.

-37-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The following table summarizes the quantitative inputs and assumptions used for Liabilities, at fair value categorized as Level III in the fair value hierarchy as of June 30, 2012. The disclosure below excludes Level III Liabilities, at fair value as of June 30, 2012, for which the determination of fair value is based on broker quotes:


	As of June 30, 2012
	Fair Value		Valuation Technique	Unobservable Input	Ranges
Subordinated Notes	$	141,978	Discounted Cash Flow	Discount Rate	17.0%–17.0%
				Default Rate	1.5%–1.5%
				Recovery Rate	80.0%–80.0%
Senior Secured Notes	$	2,022,750	Discounted Cash Flow	Discount Rate	2.62%–2.87%
				Default Rate	2.0%–2.0%
				Recovery Rate	64.0%–64.0%

The significant unobservable inputs used in the fair value measurement of the subordinated and senior secured notes include the discount default and recovery rates applied in the valuation models. These inputs in isolation can cause significant increases (decreases) in fair value. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of subordinated and senior secured notes; conversely decreases in the discount rate can significantly increase the fair value of subordinated and senior secured notes. The discount rate is determined based on the market rates an investor would expect for similar subordinated and senior secured notes with similar risks.

The consolidated VIEs have elected the fair value option to value the term loans and notes payable. The general partner uses its discretion and judgment in considering and appraising relevant factors in determining valuation of these loans. As of June 30, 2012, the debt, at fair value is classified as Level III liabilities. Because of the inherent uncertainty in the valuation of the debt, at fair value, which are not publicly traded, estimated values may differ significantly from the values that would have been reported had a ready market for such investments existed.

The consolidated VIEs’ debt obligations contain various customary loan covenants. As of June 30, 2012, the Company was not aware of any instances of noncompliance with any of the covenants.

Variable Interest Entities Which are Not Consolidated

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

The following tables present the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary. In addition, the tables present the maximum exposure to loss relating to those VIEs.


	June 30, 2012
	Total Assets			Total Liabilities			Apollo Exposure
Private Equity	$	13,287,683		$	(39,891	)	$	7,404
Capital Markets		3,235,199			(177,307	)		15,467
Real Estate		1,848,566			(1,420,991	)		—

Total	$	18,371,448	⁽¹⁾	$	(1,638,189	) ⁽²⁾	$	22,871	⁽³⁾

(1)	Consists of $273,461 in cash, $17,631,005 in investments and $466,982 in receivables.

(2)	Represents $1,617,293 in debt and other payables and $20,896 in securities sold, not purchased.

(3)	Apollo’s exposure is limited to its direct and indirect investments in those entities in which Apollo holds a significant variable interest.

-38-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)


	December 31, 2011
	Total Assets			Total Liabilities			Apollo Exposure
Private Equity	$	11,879,948		$	(146,374	)	$	8,753
Capital Markets		3,274,288			(1,095,266	)		11,305
Real Estate		2,216,870			(1,751,280	)		—

Total	$	17,371,106	⁽¹⁾	$	(2,992,920	) ⁽²⁾	$	20,058	⁽³⁾

(1)	Consists of $383,017 in cash, $16,507,142 in investments and $480,947 in receivables.

(2)	Represents $2,874,394 in debt and other payables, $86,102 in securities sold, not purchased, and $32,424 in capital withdrawals payable.

(3)	Apollo’s exposure is limited to its direct and indirect investments in those entities in which Apollo holds a significant variable interest.

At June 30, 2012, AAA Investments, the sole investment of AAA, invested in certain of the Company’s unconsolidated VIEs, including LeverageSource, L.P. and AutumnLeaf, L.P. At June 30, 2012, the aggregate amount of such investments was $138.2 million. The Company’s ownership interest in AAA was 2.71% at June 30, 2012.

At December 31, 2011, AAA Investments, the sole investment of AAA, invested in certain of the Company’s unconsolidated VIEs, including LeverageSource, L.P. and AutumnLeaf, L.P. At December 31, 2011, the aggregate amount of such investments was $131.8 million. The Company’s ownership interest in AAA was 2.45% at December 31, 2011.

6. CARRIED INTEREST RECEIVABLE

Carried interest receivable from private equity, capital markets and real estate funds consists of the following:


	June 30, 2012		December 31, 2011
Private equity	$	990,515	$	672,952
Capital markets		308,821		195,630
Real estate		3,493		—

Total Carried Interest Receivable	$	1,302,829	$	868,582

The table below provides a roll-forward of the carried interest receivable balance for the six months ended June 30, 2012:


	Private Equity			Capital Markets			Real Estate			Total
Carried interest receivable, January 1, 2012	$	672,952		$	195,630		$	—		$	868,582
Change in fair value of funds/subadvisory income ⁽¹⁾		522,275			161,412			5,926			689,613
Stone Tower acquisition (see note 3)		—			36,097			—			36,097
Fund cash distributions to the Company		(204,712	)		(84,318	)		(2,433	)		(291,463	)

Carried Interest Receivable, June 30, 2012 ⁽²⁾	$	990,515		$	308,821		$	3,493		$	1,302,829

(1)

During the six months ended June 30, 2012, the Company recorded $68.5 million and $0.2 million of an increase in general partner obligations to return previously distributed carried interest income or fees relating to Fund VI and SOMA, respectively. Additionally, with respect to the Company’s real estate business, the Company receives carried interest income from a subadvisory agreement.

(2)

As of June 30, 2012, the Company had a general partner obligation to return previously distributed carried interest income of $143.8 million and $18.3 million relating to Fund VI and SOMA, respectively. The general partner obligation is recognized based upon a hypothetical liquidation of the fund as of June 30, 2012. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund.

-39-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The timing of the payment of carried interest due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, carried interest with respect to the private equity funds is payable and is distributed to the fund’s general partner upon realization of an investment if the fund’s cumulative returns are in excess of the preferred return. For most capital markets funds, carried interest is payable based on realizations after the end of the relevant fund’s fiscal year or fiscal quarter, subject to high watermark provisions.

7. OTHER LIABILITIES

Other liabilities consist of the following:


	June 30, 2012		December 31, 2011
Deferred taxes	$	15,629	$	2,774
Deferred rent		14,639		14,798
Deferred payment related to acquisition		7,375		3,858
Unsettled trades and redemption payable		4,347		2,902
Interest rate swap agreements		—		3,843
Other		5,981		4,875

Total Other Liabilities	$	47,971	$	33,050

Interest Rate Swap Agreements —The principal financial instruments used for cash flow hedging purposes are interest rate swaps. Apollo entered into interest rate swap agreements to manage its exposure to interest rate changes. The swaps effectively converted a portion of the Company’s variable rate debt under the AMH Credit Agreement (discussed in note 9) to a fixed rate, without exchanging the notional principal amounts. Apollo entered into an interest rate swap agreement whereby Apollo received floating rate payments in exchange for fixed rate payments based on 5.175%, on the notional amount of $167.0 million, effectively converting a portion of its floating rate borrowings to a fixed rate. The interest rate swap expired in May 2012. Apollo had hedged only the risk related to changes in the benchmark interest rate (three month LIBOR). As of June 30, 2012 and December 31, 2011, the Company has recorded a liability of $0.0 million and $3.8 million, respectively, to recognize the fair value of this derivative.

The Company has determined that the valuation of the interest rate swaps fall within Level II of the fair value hierarchy. The Company estimates the fair value of its interest rate swaps using discounted cash flow models, which project future cash flows based on the instruments’ contractual terms using market-based expectations for interest rates. The Company also includes a credit risk adjustment to the cash flow discount rate to incorporate the impact of non-performance risk in the recognized measure of the fair value of the swaps. This adjustment is based on the counterparty’s credit risk when the swaps are in a net asset position and on the Company’s own credit risk when the swaps are in a net liability position.

8. INCOME TAXES

The Company is treated as a partnership for tax purposes and is therefore not subject to U.S. Federal and state income taxes; however, APO Corp., a wholly-owned subsidiary of the Company, is subject to U.S. Federal corporate income taxes. In addition, certain subsidiaries of the Company are subject to New York City Unincorporated Business Tax (“NYC UBT”) attributable to the Company’s operations apportioned to New York City and certain non-U.S. subsidiaries of the Company are subject to income taxes in their local jurisdictions. APO Corp. is required to file a standalone Federal corporate tax return, as well as filing standalone corporate state and local tax returns in California, New York and New York City. The Company’s provision for income taxes is accounted in accordance with U.S. GAAP.

The Company’s provision for income taxes totaled $10.7 million and $3.6 million for the three months ended June 30, 2012 and 2011, respectively and $25.2 million and $12.4 million for the six months ended June 30, 2012 and 2011, respectively. The Company’s effective tax rate was approximately 0.58% and (3.51)% for the three months ended June 30, 2012 and 2011, respectively and 1.10% and 7.79% for the six months ended June 30, 2012 and 2011, respectively.

-40-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Based upon the Company’s review of its federal, state, local and foreign income tax returns and tax filing positions, the Company determined no unrecognized tax benefits for uncertain tax positions were required to be recorded. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax authorities. With a few exceptions, as of June 30, 2012, Apollo and its predecessor entities’ U.S. federal, state, local and foreign income tax returns for the years 2008 through 2011 are open under the normal statute of limitations and therefore subject to examination.

9. DEBT

Debt consists of the following:


	June 30, 2012					December 31, 2011
	Outstanding Balance		Annualized Weighted Average Interest Rate			Outstanding Balance		Annualized Weighted Average Interest Rate
AMH Credit Agreement	$	728,273		5.68	% ⁽¹⁾	$	728,273		5.39	% ⁽¹⁾
CIT secured loan agreement		9,867		3.48	%		10,243		3.39	%

Total Debt	$	738,140		5.65	%	$	738,516		5.35	%

(1)	Includes the effect of interest rate swaps.

AMH Credit Agreement —On April 20, 2007, Apollo Management Holdings, L.P. (“AMH”), a subsidiary of the Company which is a Delaware limited partnership owned by APO Corp. and Holdings, entered into a $1.0 billion seven year credit agreement (the “AMH Credit Agreement”). Interest payable under the AMH Credit Agreement may from time to time be based on Eurodollar (“LIBOR”) or Alternate Base Rate (“ABR”) as determined by the borrower. Through the use of interest rate swaps, AMH irrevocably elected three-month LIBOR for $167 million of the debt for five years from the closing date of the AMH Credit Agreement, which expired in May 2012. The remaining amount of the debt is computed currently based on three-month LIBOR. The interest rate of the Eurodollar loan, which was amended as discussed below, is the daily Eurodollar rate plus the applicable margin rate (3.75% for loans with extended maturity, as discussed below, and 1.00% for loans without the extended maturity as of June 30, 2012 and 3.75% for loans with extended maturity and 1.00% for loans without the extended maturity as of December 31, 2011). The interest rate on the ABR term loan, which was amended as discussed below, for any day, will be the greatest of (a) the prime rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.5% and (c) the one-month Eurodollar Rate plus 1.00%, in each case plus the applicable margin. The AMH Credit Agreement originally had a maturity date of April 2014.

On December 20, 2010, Apollo amended the AMH Credit Agreement to extend the maturity date of $995.0 million (including the $90.9 million of fair value debt repurchased by the Company) of the term loans from April 20, 2014 to January 3, 2017 and modified certain other terms of the credit facility. Pursuant to this amendment, AMH or an affiliate was required to purchase from each lender that elected to extend the maturity date of its term loan a portion of such extended term loan equal to 20% thereof. In addition, AMH or an affiliate is required to repurchase at least $50.0 million aggregate principal amount of term loans by December 31, 2014 and at least $100.0 million aggregate principal amount of term loans (inclusive of the previously purchased $50.0 million) by December 31, 2015 at a price equal to par plus accrued interest. The sweep leverage ratio was also extended to end at the new loan term maturity date. The interest rate for the highest applicable margin for the loan portion extended changed to LIBOR plus 4.25% and ABR plus 3.25%. On December 20, 2010, an affiliate of AMH that is a guarantor under the AMH Credit Agreement repurchased approximately $180.8 million of term loans in connection with the extension of the maturity date of such loans and thus the AMH Credit Agreement (excluding the portions

-41-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

held by AMH affiliates) had a remaining balance of $728.3 million. The Company determined that the amendments to the AMH Credit Agreement resulted in a debt extinguishment which did not result in any gain or loss.

The interest rate on the $723.3 million, net ($995.0 million portion less amount repurchased by the Company) of the loan at June 30, 2012 was 4.22% and the interest rate on the remaining $5.0 million portion of the loan at June 30, 2012 was 1.47%. The estimated fair value of the Company’s long-term debt obligation related to the AMH Credit Agreement is believed to be approximately $773.0 million based on a yield analysis using available market data of comparable securities with similar terms and remaining maturities. The $728.3 million carrying value of debt that is recorded on the condensed consolidated statements of financial condition at June 30, 2012 is the amount for which the Company expects to settle the AMH Credit Agreement.

As of June 30, 2012 and December 31, 2011, the AMH Credit Agreement was guaranteed by, and collateralized by, substantially all of the assets of Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings IX, L.P. and AMH, as well as cash proceeds from the sale of assets or similar recovery events and any cash deposited pursuant to the excess cash flow covenant, which will be deposited as cash collateral to the extent necessary as set forth in the AMH Credit Agreement. As of June 30, 2012, the consolidated net assets (deficit) of Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings IX, L.P. and AMH and their respective subsidiaries were $72.5 million, $58.8 million, $56.5 million, $164.7 million and $(918.5) million, respectively. As of December 31, 2011, the consolidated net assets (deficit) of Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings IX, L.P. and AMH and their respective subsidiaries were $56.6 million, $46.2 million, $50.1 million, $131.9 million and $(1,014.3) million, respectively.

In accordance with the AMH Credit Agreement as of June 30, 2012, Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings IX, L.P. and AMH and their respective subsidiaries were subject to certain negative and affirmative covenants. Among other things, the AMH Credit Agreement includes an excess cash flow covenant and an asset sales covenant. The AMH Credit Agreement does not contain any financial maintenance covenants.

If AMH’s debt to EBITDA ratio (the “Leverage Ratio”) as of the end of any fiscal year exceeds the level set forth in the next sentence (the “Excess Sweep Leverage Ratio”), AMH must deposit in the cash collateral account the lesser of (a) 100% of its Excess Cash Flow (as defined in the AMH Credit Agreement) and (b) the amount necessary to reduce the Leverage Ratio on a pro forma basis as of the end of such fiscal year to 0.25 to 1.00 below the Excess Sweep Leverage Ratio. The Excess Sweep Leverage Ratio is: for 2012, 4.00 to 1.00; for 2013, 4.00 to 1.00; for 2014, 3.75 to 1.00; for 2015, 3.50 to 1.00; and thereafter, 3.50 to 1.00.

In addition, AMH must deposit the lesser of (a) 50% of any remaining Excess Cash Flow and (b) the amount required to reduce the Leverage Ratio on a pro forma basis at the end of each fiscal year to a level 0.25 to 1.00 below the Sweep Leverage Ratio (as defined in the next paragraph) for such fiscal year.

If AMH receives net cash proceeds from certain non-ordinary course asset sales, then such net cash proceeds shall be deposited in the cash collateral account as necessary to reduce its Leverage Ratio on a pro forma basis as of the last day of the most recently completed fiscal quarter (after giving effect to such non-ordinary course asset sale and such deposit) to (the following specified levels for the specified years, the “Sweep Leverage Ratio”) (i) for 2012 and 2013, a Leverage Ratio of 3.50 to 1.00, (ii) for 2014, a Leverage Ratio of 3.25 to 1.00, (iii) for all other years, a Leverage Ratio of 3.00 to 1.00.

The AMH Credit Agreement contains customary events of default, including events of default arising from non-payment, material misrepresentations, breaches of covenants, cross default to material indebtedness, bankruptcy and changes in control of AMH. As of June 30, 2012, the Company was not aware of any instances of non-compliance with the AMH Credit Agreement.

-42-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

CIT Secured Loan Agreement —During the second quarter of 2008, the Company entered into four secured loan agreements totaling $26.9 million with CIT Group/Equipment Financing Inc. (“CIT”) to finance the purchase of certain fixed assets. The loans bear interest at LIBOR plus 318 basis points per annum with interest and principal to be repaid monthly and a balloon payment of the remaining principal totaling $9.4 million due at the end of the terms in April 2013. At June 30, 2012, the interest rate was 3.42%. On April 28, 2011, the Company sold its ownership interest in certain assets which served as collateral to the CIT secured loan agreement for $11.3 million with $11.1 million of the proceeds going to CIT directly. As a result of the sale and an additional payment made by the Company of $1.1 million, the Company satisfied the loan associated with the related asset of $12.2 million on April 28, 2011. As of June 30, 2012, the carrying value of the remaining CIT secured loan is $9.9 million.

Apollo has determined that the carrying value of this debt approximates fair value as the loans are primarily variable rate in nature and would be categorized as a Level III liability in the fair value hierarchy.

10. NET INCOME PER CLASS A SHARE

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

The remaining earnings are allocated to common Class A Shares and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Each total is then divided by the applicable number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding common shares and all potential common shares assumed issued if they are dilutive. The numerator is adjusted for any changes in income or loss that would result from the assumed conversion of these potential common shares.

-43-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The table below presents basic and diluted net (loss) income per Class A share using the two-class method for the three and six months ended June 30, 2012 and 2011:


	Basic and Diluted
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Numerator:
Net (loss) income attributable to Apollo Global Management, LLC	$	(41,386	)	$	(50,989	)	$	56,657		$	(12,833	)
Distributions declared on Class A shares		(31,615	) ⁽¹⁾		(26,779	) ⁽²⁾		(89,695	) ⁽¹⁾		(43,426	) ⁽²⁾
Distributions on participating securities		(6,192	)		(4,706	)		(16,498	)		(7,964	)
Earnings allocable to participating securities		—	⁽³⁾		—	⁽³⁾		—	⁽³⁾		—	⁽³⁾

Undistributed Loss Attributable to Class A Shareholders	$	(79,193	)	$	(82,474	)	$	(49,536	)	$	(64,223	)

Denominator:
Weighted average number of Class A shares outstanding		126,457,443			120,963,248			125,863,348			109,652,330

Net income per Class A share: Basic and Diluted ⁽⁴⁾
Distributable Earnings	$	0.25		$	0.22		$	0.71		$	0.40
Undistributed loss		(0.63	)		(0.68	)		(0.39	)		(0.59	)

Net (Loss) Income per Class A Share	$	(0.38	)	$	(0.46	)	$	0.32		$	(0.19	)

(1)

The Company declared a $0.46 distribution on Class A shares on February 10, 2012 and a $0.25 distribution on Class A shares on May 8, 2012. As a result, there is an increase in net loss attributable to Class A shareholders presented during the three months ended June 30, 2012 and a decrease in net (loss) income attributable to Class A shareholders during the six months ended June 30, 2012.

(2)	The Company declared a $0.17 distribution on Class A shares on January 4, 2011 and a $0.22 distribution on Class A shares on May 12, 2011. As a result, there is an increase in net loss attributable to Class A shareholders presented during the three and six months ended June 30, 2011.

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

(4)

For the three months ended June 30, 2012, unvested RSUs, AOG Units and the share options were determined to be anti-dilutive. Therefore, basic and diluted net loss per share is identical for this period. For the six months ended June 30, 2012, share options were determined to be dilutive, and were accordingly included in the diluted earnings per share calculation. The resulting diluted earnings per share amount was not significantly different from basic earnings per share and therefore, was presented as the same amount. The AOG Units and unvested RSUs were determined to be anti-dilutive for the six months ended June 30, 2012. For the three and six months ended June 30, 2011, unvested RSUs, AOG Units and the share options were determined to be anti-dilutive. Therefore, basic and diluted net loss per share is identical for these periods.

On October 24, 2007, the Company commenced the granting of restricted share units (“RSUs”) that provide the right to receive, upon vesting, Class A shares of Apollo Global Management, LLC, pursuant to the Company’s 2007 Omnibus Equity Incentive Plan. Certain RSU grants to employees during 2010 and 2011 provide the right to receive distribution equivalents on vested RSUs on an equal basis any time a distribution is declared. The Company refers to these RSU grants as “Plan Grants.” For certain Plan Grants made before 2010, distribution equivalents are paid in January of the calendar year next following the calendar year in which a distribution on Class A shares was declared. In addition, certain RSU grants to employees in 2010 and 2011 (the Company refers to these as “Bonus Grants”) provide that both vested and unvested RSUs participate in distribution equivalents on an equal basis with the Class A shareholders any time a distribution is declared. As of June 30, 2012, approximately 20.9 million vested RSUs and 5.4 million unvested RSUs were eligible for participation in distribution equivalents.

Any distribution equivalent paid to an employee will not be returned to the Company upon forfeiture of the award by the employee. Vested and unvested RSUs that are entitled to non-forfeitable distribution equivalents qualify as participating securities and are included in the Company’s basic and diluted earnings per share computations using the two-class method. The holder of an RSU participating security would have a contractual obligation to share in the losses of the entity if the holder is obligated to

-44-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

fund the losses of the issuing entity or if the contractual principal or mandatory redemption amount of the participating security is reduced as a result of losses incurred by the issuing entity. Because the RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.

Holders of AOG Units are subject to the vesting requirements and transfer restrictions set forth in the agreements with the respective holders, and may up to four times each year (subject to the terms of the exchange agreement) exchange their AOG Units for Class A shares on a one-for-one basis. A limited partner must exchange one partnership unit in each of the eight Apollo Operating Group partnerships to effect an exchange for one Class A share. If fully converted, the result would be an additional 240,000,000 Class A shares added to the diluted earnings per share calculation.

Apollo has one Class B share outstanding, which is held by BRH Holdings GP, Ltd. The voting power of the Class B share is reduced on a one vote per one AOG Unit basis in the event of an exchange of AOG Units for Class A shares, as discussed above. The Class B share has no net (loss) income per share as it does not participate in Apollo’s (losses) earnings or distributions. The Class B share has no distribution or liquidation rights. The Class B share has voting rights on a pari passu basis with the Class A shares. The Class B share currently has a super voting power of 240,000,000 votes.

The table below presents transactions in Class A shares during the six months ended June 30, 2012 and the year ended December 31, 2011, and the resulting impact on the Company’s and Holdings’ ownership interests in the Apollo Operating Group:


Date	Type of AGM Class A Shares Transaction	Number of Shares Issued (Repurchased/ Cancelled) in AGM Class A Shares Transaction (in thousands)			AGM ownership% in AOG before AGM Class A Shares Transaction			AGM ownership% in AOG after AGM Class A Shares Transaction			Holdings ownership% in AOG before AGM Class A Shares Transaction			Holdings ownership% in AOG after AGM Class A Shares Transaction
January 8, 2011	Issuance		2			N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾
March 15, 2011	Issuance		1,548			29.0	%		29.3	%		71.0	%		70.7	%
April 4, 2011	Issuance		21,500			29.3	%		33.5	%		70.7	%		66.5	%
April 7, 2011	Issuance		750			33.5	%		33.7	%		66.5	%		66.3	%
July 11, 2011	Issuance		77			N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾
August 15, 2011	Issuance		1,191			33.7	%		33.9	%		66.3	%		66.1	%
October 10, 2011	Issuance		52			N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾
November 10, 2011	Issuance		1,011			33.9	%		34.1	%		66.1	%		65.9	%
November 22, 2011	Net Settlement		(130	)		N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾
January 18, 2012	Issuance		394			34.1	%		34.1	%		65.9	%		65.9	%
February 13, 2012	Issuance		1,994			34.1	%		34.5	%		65.9	%		65.5	%
March 5, 2012	Issuance		50			N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾
April 3, 2012	Issuance		150			N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾		N/A	⁽¹⁾

(1)	Transaction did not have a material impact on ownership.

11. EQUITY-BASED COMPENSATION

AOG Units

The fair value of the AOG Units of approximately $5.6 billion is charged to compensation expense on a straight-line basis over the five or six year service period, as applicable. For the three and six months ended June 30, 2012, $116.2 million and $232.3 million of compensation expense was recognized, respectively. For the three and six months ended June 30, 2011, $258.2 million and $516.4 million of compensation expense was recognized, respectively. The estimated forfeiture rate was 3% for Contributing Partners and 0% for Managing Partners based on actual forfeitures as well as the Company’s future forfeiture expectations. As of June 30, 2012, there was $276.3 million of total unrecognized compensation cost related to unvested AOG Units that are expected to vest over the next 12 months.

-45-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The following table summarizes the activity of the AOG Units for the six months ended June 30, 2012:


	Apollo Operating Group Units			Weighted Average Grant Date Fair Value
Balance at January 1, 2012		22,593,210		$	22.64
Granted		—			—
Forfeited		—			—
Vested at June 30, 2012		(10,127,112	)		22.94

Balance at June 30, 2012		12,466,098		$	22.39

Units Expected to Vest —As of June 30, 2012, approximately 12,326,000 AOG Units are expected to vest.

RSUs

On October 24, 2007, the Company commenced the granting of RSUs under the Company’s 2007 Omnibus Equity Incentive Plan. These grants are accounted for as a grant of equity awards in accordance with U.S. GAAP. All grants after March 29, 2011 consider the public share price of the Company. For Plan Grants the fair value is based on grant date fair value, and are discounted for transfer restrictions and lack of distributions until vested. For Bonus Grants, the valuation methods consider transfer restrictions and timing of distributions. The total fair value is charged to compensation expense on a straight-line basis over the vesting period, which is generally up to 24 quarters (for Plan Grants) or annual vesting over three years (for Bonus Grants). During the quarter ended June 30, 2012, 1,479,905 RSUs were granted with a fair value of $19.3 million. Of these awards, 972,266 RSUs relate to awards granted as part of the Stone Tower acquisition that vested as of the acquisition date. The fair value of these granted awards is $14.0 million and was included in the fair value of consideration transferred for the Stone Tower acquisition. The fair value of these awards was not charged to compensation expense, but charged to additional paid in capital in the condensed consolidated statements of changes in shareholders’ equity. Refer to note 3 for further discussion of the Stone Tower acquisition. The actual forfeiture rate was 2.1% and 0.3% for the three and six months ended June 30, 2012, respectively. For the six months ended June 30, 2012 and 2011, $55.0 million and $50.8 million of compensation expense were recognized, respectively. For the three months ended June 30, 2012 and 2011, $24.0 million and $27.0 million of compensation expense was recognized, respectively.

Delivery of Class A Shares

During the first quarter of 2012 and 2011, the Company delivered Class A Shares for vested RSUs. The Company allows RSU participants to settle their tax liabilities with a reduction of their Class A share delivery from the originally granted and vested RSUs. The amount, when agreed to by the participant, results in a tax liability and a corresponding accumulated deficit adjustment. The adjustment for the six months ended June 30, 2012 and 2011 was $16.9 million and $9.0 million, respectively, and is disclosed in the condensed consolidated statement of equity. There was no adjustment for the three months ended June 30, 2012 and 2011.

The delivery of RSUs does not cause a transfer of amounts in the condensed consolidated statements of changes in shareholders’ equity to the Class A Shareholders. The delivery of Class A Shares for vested RSUs causes the income allocated to the Non-Controlling Interests to shift to the Class A shareholders from the date of delivery forward. During the six months ended June 30, 2012, the Company delivered 2,487,853 Class A Shares in settlement of vested RSUs, which caused the Company’s ownership interest in the Apollo Operating Group to increase to 34.5% from 34.1%.

-46-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The following table summarizes RSU activity for the six months ended June 30, 2012:


	Unvested			Weighted Average Grant Date Fair Value		Vested			Total Number of RSUs Outstanding
Balance at January 1, 2012		20,480,773		$	11.38		20,240,008			40,720,781
Granted		1,479,905			13.03		—			1,479,905
Forfeited		(444,008	)		12.42		—			(444,008	)
Delivered		—			11.19		(3,616,843	)		(3,616,843	)
Vested		(4,320,402	)		12.21		4,320,402			—

Balance at June 30, 2012		17,196,268		$	11.29		20,943,567			38,139,835	⁽¹⁾

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

Units Expected to Vest —As of June 30, 2012, approximately 16,165,000 RSUs are expected to vest.

Share Options

Under the Company’s 2007 Omnibus Equity Incentive Plan, 5,000,000 options were granted on December 2, 2010. These options vested and became exercisable with respect to 4/24 of the option shares on December 31, 2011 and the remainder vest in equal installments over each of the remaining 20 quarters with full vesting on December 31, 2016. In addition, 555,556 options were granted on January 22, 2011 and 25,000 options were granted on April 9, 2011. Of the options granted on January 22, 2011, half of such options that vested and became exercisable on December 31, 2011 were exercised on March 5, 2012 and the other half that were due to vest and become exercisable on December 31, 2012 were forfeited during the quarter ended March 31, 2012. The options granted on April 9, 2011 vested and became exercisable with respect to half of the options on December 31, 2011 and the other half vests in four equal quarterly installments starting on March 31, 2012 and ending on December 31, 2012. For the three and six months ended June 30, 2012, $1.2 million and $2.4 million of compensation expense was recognized as a result of option grants, respectively. For the three and six months ended June 30, 2011, $1.8 million and $3.2 million of compensation was recognized as a result of these grants, respectively.

Apollo measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for options awarded during 2011:


Assumptions:	2011 ⁽²⁾
Risk-free interest rate		2.79	%
Weighted average expected dividend yield		2.25	%
Expected volatility factor ⁽¹⁾		40.22	%
Expected life in years		5.72
Fair value of options per share	$	8.44

(1)	The Company determined its expected volatility based on comparable companies using daily stock prices.

(2)	Represents weighted average of 2011 grants.

-47-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The following table summarizes the share option activity for the six months ended June 30, 2012:


	Options Outstanding			Weighted Average Exercise Price		Aggregate Fair Value			Weighted Average Remaining Contractual Term
Balance at January 1, 2012		5,580,556		$	8.14	$	32,996			8.93
Granted		—			—		—			—
Exercised		(277,778	)		9.00		(2,364	)		—
Forfeited		(277,778	)		9.00		(2,364	)		—

Balance at June 30, 2012		5,025,000			8.05	$	28,268			8.42

Exercisable at June 30, 2012		1,268,749		$	8.15	$	7,151			8.42

Units Expected to Vest — As of June 30, 2012, approximately 3,531,000 options are expected to vest.

The expected life of the options granted represents the period of time that options are expected to be outstanding and is based on the contractual term of the option. Unamortized compensation cost related to unvested share options at June 30, 2012 was $19.9 million and is expected to be recognized over a weighted average period of 4.5 years.

AAA RDUs

Incentive units that provide the right to receive AAA restricted depositary units (“RDUs”) following vesting are granted periodically to employees of Apollo. These grants are accounted for as equity awards in accordance with U.S. GAAP. The incentive units granted to employees generally vest over three years. In contrast, the Company’s Managing Partners and Contributing Partners have received distributions of fully-vested AAA RDUs. The fair value at the date of the grants is recognized on a straight-line basis over the vesting period (or upon grant in the case of fully vested AAA RDUs). The grant date fair value considers the public share price of AAA. Vested AAA RDUs can be converted into ordinary common units of AAA subject to applicable securities law restrictions. During the three and six months ended June 30, 2012 and 2011, the actual forfeiture rate was 0%. For the six months ended June 30, 2012 and 2011, $0.4 million and $0.2 million of compensation expense was recognized, respectively. For the three months ended June 30, 2012 and 2011, $0.3 million and $0.1 million of compensation expense was recognized, respectively.

-48-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

During the three and six months ended June 30, 2012 and 2011, the Company delivered 60,702 and 389,785 RDUs, respectively, to individuals who had vested in these units. The deliveries in 2012 and 2011 resulted in a reduction of the accrued compensation liability of $0.5 million and $3.8 million, respectively, and the recognition of a net decrease of additional paid in capital in 2012 of $1.3 million and a net decrease in 2011 of $2.8 million, respectively. These amounts are presented in the condensed consolidated statements of changes in shareholders’ equity. There was $0.4 million and $0.5 million of liability for undelivered RDUs included in accrued compensation and benefits in the condensed consolidated statements of financial condition as of June 30, 2012 and December 31, 2011, respectively. The following table summarizes RDU activity for the six months ended June 30, 2012:


	Unvested		Weighted Average Grant Date Fair Value		Vested			Total Number of RDUs Outstanding
Balance at January 1, 2012		196,653	$	8.17		60,702			257,355
Granted		256,673		9.45		—			256,673
Forfeited		—		—		—			—
Delivered		—		8.69		(60,702	)		(60,702	)
Vested		—		—		—			—

Balance at June 30, 2012		453,326	$	8.89		—			453,326

Units Expected to Vest —As of June 30, 2012, approximately 426,000 RDUs are expected to vest.

The following table summarizes the activity of RDUs available for future grants:


	RDUs Available For Future Grants
Balance at January 1, 2012		1,947,837
Purchases		159,635
Granted		(387,617	) ⁽¹⁾
Forfeited		—

Balance at June 30, 2012		1,719,855

(1)

On March 7, 2012, the Company delivered 130,944 RDUs to certain employees as part of AAA’s carry reinvestment program. This resulted in a decrease in profit sharing payable of $0.6 million in the condensed consolidated statements of financial condition. No additional compensation expense was recognized.

Restricted Stock and Restricted Stock Unit Awards—ARI

On September 29, 2009, 97,500 and 145,000 shares of ARI restricted stock were granted to the Company and certain of the Company’s employees, respectively. Additionally, on December 31, 2009, 5,000 shares of ARI restricted stock were granted to an employee of the Company. The fair value of the Company and employee awards granted was $1.8 million and $2.7 million, respectively. These awards generally vest over three years or twelve quarters, with the first quarter vesting on January 1, 2010. On March 23, 2010, July 1, 2010 and July 21, 2010, 102,084, 5,000 and 16,875 shares of ARI restricted stock units (“ARI RSUs”), respectively, were granted to certain of the Company’s employees. Pursuant to the March 23, 2010 and July 21, 2010 issuances, 102,084 and 16,875 shares of ARI restricted stock, respectively, were forfeited by the Company’s employees. As the fair value of ARI RSUs was not greater than the forfeiture of the restricted stock, no additional value will be amortized. On April 1, 2011 and August 4, 2011, 5,000 and 152,750 ARI RSUs, respectively, were granted to certain of the Company’s employees. On August 4, 2011, 156,000 ARI RSUs were granted to the Company. On December 28, 2011, the Company issued 45,587 ARI RSUs to certain of the Company’s employees. On March 15, 2012, 20,000 ARI RSUs were granted to an employee of the Company. The awards granted to the Company are accounted for as investments and deferred revenue in the condensed consolidated statements of financial condition. As these awards vest, the deferred revenue is recognized as management fees. The investment is accounted for using the equity method of accounting for awards granted to the Company and as a deferred

-49-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

compensation asset for the awards granted to employees. Compensation expense will be recognized on a straight line-basis over the vesting period for the awards granted to the employees. The Company recorded an asset and a liability upon receiving the awards on behalf of the Company’s employees. The fair value of the awards to employees is based on the grant date fair value, which utilizes the public share price of ARI, less discounts for certain restrictions. The awards granted to the Company’s employees are remeasured each period to reflect the fair value of the asset and liability and any changes in these values are recorded in the condensed consolidated statements of operations. For the six months ended June 30, 2012 and 2011, $1.2 million and $0.7 million of management fees and $0.8 million and $0.4 million of compensation expense were recognized in the condensed consolidated statements of operations, respectively. For the three months ended June 30, 2012 and 2011, $0.7 million and $0.4 million of management fees and $0.4 million and $0.2 million of compensation expense were recognized in the condensed consolidated statements of operations, respectively. The actual forfeiture rate for unvested ARI restricted stock awards and ARI RSUs was 0% and 2% for the three and six months ended June 30, 2012, respectively, and 0% for three and six months ended June 30, 2011.

The following table summarizes activity for the ARI restricted stock awards and ARI RSUs that were granted to both the Company and certain of its employees for the six months ended June 30, 2012:


	ARI Restricted Stock Unvested			ARI RSUs Unvested			Weighted Average Grant Date Fair Value		ARI RSUs Vested		Total Number of RSUs Outstanding
Balance at January 1, 2012		32,502			374,754		$	15.12		73,542		448,296
Granted to employees of the Company		—			20,000			15.17		—		20,000
Granted to the Company		—			—			—		—		—
Forfeited by employees of the Company		—			(5,522	)		14.09		—		(5,522	)
Vested awards of the employees of the Company		—			(63,625	)		15.58		63,625		—
Vested awards of the Company		(16,250	)		(52,000	)		15.71		52,000		—

Balance at June 30, 2012		16,252			273,607		$	14.90		189,167		462,774

Units Expected to Vest —As of June 30, 2012, approximately 263,000 and 16,252 shares of ARI RSUs and ARI restricted stock, respectively, are expected to vest.

Restricted Stock Unit Awards—Apollo Residential Mortgage, Inc. (“AMTG”)

On July 27, 2011, 18,750 and 11,250 AMTG restricted stock units (“AMTG RSUs”) were granted to the Company and certain of the Company’s employees, respectively. On September 26, 2011, 875 AMTG RSUs were granted to certain employees of the Company. On June 30, 2012, 5,000 AMTG RSUs were granted to an employee of the Company with a fair value of $0.1 million. These awards generally vest over three years or twelve calendar quarters, with the first quarter vesting on October 1, 2011. The awards granted to the Company are accounted for as investments and deferred revenue in the condensed consolidated statements of financial condition. As these awards vest, the deferred revenue is recognized as management fees. The investment is accounted for using the equity method of accounting for awards granted to the Company and as a deferred compensation asset for the awards granted to employees. Compensation expense will be recognized on a straight line-basis over the vesting period for the awards granted to the employees. The Company recorded an asset and a liability upon receiving the awards on behalf of the Company’s employees. The awards granted to the Company’s employees are remeasured each period to reflect the fair value of the asset and liability and any changes in these values are recorded in the condensed consolidated statements of operations.

The fair value of the awards to employees is based on the grant date fair value, which utilizes the public share price of AMTG less discounts for certain restrictions. For the three and six months ended June 30, 2012, $0.0 million of management fees and $0.0 million of compensation expense were recognized in the condensed consolidated statements of operations, respectively. The actual forfeiture rate for AMTG RSUs was 0% for the three and six months ended June 30, 2012.

-50-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The following table summarizes activity for the AMTG RSUs that were granted to both the Company and certain of its employees for the six months ended June 30, 2012:


	AMTG RSUs Unvested			Weighted Average Grant Date Fair Value		Vested		Total Number of RSUs Outstanding
Balance at January 1, 2012		28,305		$	17.56		2,570		30,875
Granted to employees of the Company		5,000			18.93		—		5,000
Vested awards of the employees of the Company		(2,022	)		16.57		2,022		—
Vested awards of the Company		(3,125	)		18.20		3,125		—

Balance at June 30, 2012		28,158		$	17.80		7,717		35,875

Units Expected to Vest —As of June 30, 2012, approximately 27,000 AMTG RSUs are expected to vest.

Equity-Based Compensation Allocation

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

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended June 30, 2012:


	Total Amount		Non- Controlling Interest % in Apollo Operating Group			Allocated to Non- Controlling Interest in Apollo Operating Group ⁽¹⁾			Allocated to Apollo Global Management, LLC
AOG Units	$	116,171		65.5	%	$	76,082		$	40,089
RSUs and Share Options		25,213		—			—			25,213
ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs		431		65.5			282			149
AAA RDUs		299		65.5	%		196			103

Total Equity-Based Compensation	$	142,114					76,560			65,554

Less ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs							(478	)		(252	)

Capital Increase Related to Equity-Based Compensation						$	76,082		$	65,302

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

-51-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the six months ended June 30, 2012:


	Total Amount		Non- Controlling Interest % in Apollo Operating Group			Allocated to Non- Controlling Interest in Apollo Operating Group ⁽¹⁾			Allocated to Apollo Global Management, LLC
AOG Units	$	232,342		65.5	%	$	152,412		$	79,930
RSUs and Share Options		57,375		—			—			57,375
ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs		826		65.5			541			285
AAA RDUs		437		65.5	%		286			151

Total Equity-Based Compensation	$	290,980					153,239			137,741

Less ARI Restricted Stock Awards, ARI RSUs and AMTG RSUs							(827	)		(436	)

Capital Increase Related to Equity-Based Compensation						$	152,412		$	137,305

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

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the three months ended June 30, 2011:


	Total Amount		Non- Controlling Interest % in Apollo Operating Group			Allocated to Non- Controlling Interest in Apollo Operating Group ⁽¹⁾			Allocated to Apollo Global Management, LLC
AOG Units	$	258,191		66.5	%	$	171,694		$	86,497
RSUs and Share Options		28,768		—			—			28,768
ARI Restricted Stock Awards and ARI RSUs		247		66.5			156			91
AAA RDUs		152		66.5			98			54

Total Equity-Based Compensation	$	287,358					171,948			115,410

Less AAA RDUs, ARI Restricted Stock Awards and ARI RSUs							(254	)		(145	)

Capital Increase Related to Equity-Based Compensation						$	171,694		$	115,265

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

Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC for the six months ended June 30, 2011:


	Total Amount		Non- Controlling Interest % in Apollo Operating Group			Allocated to Non- Controlling Interest in Apollo Operating Group ⁽¹⁾			Allocated to Apollo Global Management, LLC
AOG Units	$	516,382		68.7	%	$	354,916		$	161,466
RSUs and Share Options		53,925		—			—			53,925
ARI Restricted Stock Awards and ARI RSUs		434		68.7			288			146
AAA RDUs		224		68.7			149			75

Total Equity-Based Compensation	$	570,965					355,353			215,612

Less AAA RDUs, ARI Restricted Stock Awards and ARI RSUs							(437	)		(221	)

Capital Increase Related to Equity-Based Compensation						$	354,916		$	215,391

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

-52-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

12. RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES

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

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


	As of June 30, 2012		As of December 31, 2011
Due from Affiliates:
Due from private equity funds	$	23,209	$	28,465
Due from portfolio companies		74,416		61,867
Management and advisory fees receivable from capital markets funds		49,974		23,545
Due from capital markets funds		24,812		15,822
Due from Contributing Partners, employees and former employees		55,622		30,353
Due from real estate funds		18,030		13,453
Other		1,517		3,235

Total Due from Affiliates	$	247,580	$	176,740

Due to Affiliates:
Due to Managing Partners and Contributing Partners in connection with the tax receivable agreement	$	445,934	$	451,743
Due to private equity funds		157,389		86,500
Due to capital markets funds		18,687		18,817
Due to real estate funds		1,200		1,200
Distributions payable to employees		11,383		12,532
Other ⁽¹⁾		7,943		7,972

Total Due to Affiliates	$	642,536	$	578,764

(1)	Includes a $4.7 million contingent consideration liability at fair value due to former owners of Gulf Stream.

Tax Receivable Agreement and Other

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

APO Corp. entered into a tax receivable agreement (“TRA”) with the Managing Partners and Contributing Partners that provides for the payment to the Managing Partners and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. Federal, state, local and foreign income taxes that APO Corp. would realize as a result of the increases in tax basis of assets that resulted from the Reorganization. If the Company does not make the required annual payment on a timely basis as outlined in the TRA, interest is accrued on the balance until the payment date. These payments are expected to occur approximately over the next 20 years. In connection with the amendment of the AMH partnership agreement in April of 2010, the tax receivable agreement was revised to reflect the Managing Partners’ agreement to defer 25% or $12.1 million of the required payments pursuant to the TRA that is attributable to the 2010 fiscal year for a period of four years until April 5, 2014.

-53-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

In April 2012, Apollo made a $5.8 million cash payment pursuant to the TRA resulting from the realized tax benefit for the 2011 tax year. Included in the payment was approximately $1.2 million and approximately $0.1 million of interest paid to the Managing Partners and Contributing Partners, respectively. Because distributions from the Apollo Operating Group are made pari parsu to all unit holders, the TRA payment noted above resulted in an additional $11.0 million distribution to Holdings.

Due from Contributing Partners, Employees and Former Employees

The Company has accrued $45.8 million and $22.1 million in receivables as of June 30, 2012 and December 31, 2011, respectively from the Contributing Partners and certain employees and former employees of Fund VI for the potential return of carried interest income that would be due if the private equity fund were liquidated at the balance sheet date. In addition, there was a $6.6 million and $6.5 million, receivable as of June 30, 2012 and December 31, 2011, respectively, from the Contributing Partners and certain employees associated with a credit agreement with Fund VI as described below in Due to Private Equity Funds.

Management Fee Waiver and Notional Investment Program

Apollo has forgone a portion of management fee revenue that it would have been entitled to receive in cash and instead received profits interests and assigned these profits interests to employees and partners. The amount of management fees waived and related compensation expense amounted to $6.8 million and $7.7 million for the three months ended June 30, 2012 and 2011, respectively, and $13.6 million and $15.4 million for the six months ended June 30, 2012 and 2011, respectively.

Distributions

The table below presents the determination, declaration, and payment of the amount of quarterly distributions which were made at the sole discretion of the Company (in millions, except per share amounts):


Distributions Declaration Date	Distributions per Class A Share Amount		Distributions Payment Date	Distributions to AGM Class A Shareholders		Distributions to Non-Controlling Interest Holders in the Apollo Operating Group		Total Distributions from Apollo Operating Group		Distribution Equivalents on Participating Securities
January 4, 2011		0.17	January 14, 2011	$	16.6	$	40.8	$	57.4	$	3.3
May 12, 2011		0.22	June 1, 2011		26.8		52.8		79.6		4.7
August 9, 2011		0.24	August 29, 2011		29.5		57.6		87.1		5.1
November 3, 2011		0.20	December 2, 2011		24.8		48.0		72.8		4.3
February 12, 2012		0.46	February 29, 2012		58.1		110.4		168.5		10.3
May 8, 2012		0.25	May 30, 2012		31.6		60.0		91.6		6.2

Indemnity

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

Accordingly, in the event that the Company’s Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation for the return of previously made distributions, we will be obligated to reimburse the Company’s

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Managing Partners and certain Contributing Partners for the indemnifiable percentage of amounts that they are required to pay even though we did not receive the certain distribution to which that general partner obligation related.

Due to Private Equity Funds

On June 30, 2008, the Company entered into a credit agreement with Fund VI, pursuant to which Fund VI advanced $18.9 million of carried interest income to the limited partners of Apollo Advisors VI, L.P., who are also employees of the Company. The loan obligation accrues interest at an annual fixed rate of 3.45% and terminates on the earlier of June 30, 2017 or the termination of Fund VI. In March 2011, a right of offset for the indemnified portion of the loan obligation was established between the Company and Fund VI, therefore the loan was reduced in the amount of $10.9 million, which is offset in carried interest receivable on the condensed consolidated statements of financial condition. At December 31, 2011, the total outstanding loan aggregated $9.0 million, including accrued interest of $1.0 million, which approximated fair value, of which approximately $6.5 million was not subject to the indemnity discussed above and is a receivable from the Contributing Partners and certain employees. During the three and six months ended June 30, 2012, respectively, there was no interest paid. During the three and six months ended June 30, 2012, there was $0.0 million and $0.1 million accrued interest on the outstanding loan obligation, respectively. As of June 30, 2012, the total outstanding loan aggregated $9.2 million, including accrued interest of $1.1 million which approximated fair value, of which approximately $6.6 million was not subject to the indemnity discussed above and is a receivable from the Contributing Partners and certain employees.

In addition, assuming Fund VI is liquidated on the balance sheet date, the Company has also accrued a liability to Fund VI of $143.8 million and $75.3 million at June 30, 2012 and December 31, 2011, respectively, in connection with the potential general partner obligation to return carried interest income that was previously distributed from Fund VI. Of this amount, approximately $45.8 million and $22.1 million is a receivable from Contributing Partners, employees and former employees at June 30, 2012 and December 31, 2011, respectively.

Due to Capital Markets Funds

In connection with the Gulf Stream acquisition during October 2011, the Company will also make payments to the former owners of Gulf Stream under a contingent consideration obligation which requires the Company to transfer cash to the former owners of Gulf Stream based on a specified percentage of incentive fee revenue. The contingent consideration liability had a fair value of approximately $4.7 million as of October 24, 2011 (the date of acquisition) and June 30, 2012, which was determined based on the present value of the estimated range of undiscounted incentive fee payable cash flows between $0 and approximately $8.7 million using a discount rate of 13.7%.

Similar to the private equity funds, certain capital markets funds allocate carried interest income to the Company. As of December 31, 2011, the Company had accrued a liability to SOMA of $18.1 million in connection with the potential general partner obligation to return previously distributed carried interest income from SOMA. This amount increased by $0.2 million during the six months ended June 30, 2012. As such, there was a general partner obligation of $18.3 million accrued as of June 30, 2012.

Due to Real Estate Funds

In connection with the acquisition of Citi Property Investors (“CPI”) during November 2010, Apollo is contingently obligated to Citigroup Inc. based on a specified percentage of future earnings from the date of acquisition through December 31, 2012. The estimated fair value of the contingent liability was $1.2 million as of June 30, 2012 and December 31, 2011, respectively, which was determined based on discounted cash flows from the date of acquisition through December 31, 2012 using a discount rate of 7%.

-55-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Regulated Entities

During 2011, the Company formed Apollo Global Securities, LLC (“AGS”), which is a registered broker dealer with the SEC and is a member of the Financial Industry Regulatory Authority, or “FINRA”, subject to the minimum net capital requirements of the SEC. AGS is in compliance with the requirements at June 30, 2012. From time to time, this entity is involved in transactions with affiliates of Apollo, including portfolio companies of the funds we manage, whereby AGS earns underwriting and transaction fees for its services.

The Company also has an entity based in London which is subject to the capital requirements of the U.K. Financial Services Authority. This entity has continuously operated in excess of these regulatory capital requirements.

All of the investment advisors of the Apollo funds are affiliates of certain subsidiaries of the Company that are registered as investment advisors with the SEC. Registered investment advisors are subject to the requirements and regulations of the Investment Advisers Act of 1940, as amended.

Due to Strategic Investor/Strategic Relationship Agreement

On April 20, 2010, the Company announced that it entered into a strategic relationship agreement with the California Public Employees’ Retirement System (“CalPERS”). The strategic relationship agreement provides that Apollo will reduce fees charged to CalPERS on funds it manages, or in the future will manage, solely for CalPERS by $125 million over a five-year period or as close a period as required to provide CalPERS with that benefit. The agreement further provides that Apollo will not use a placement agent in connection with securing any future capital commitments from CalPERS.

Interests in Consolidated Entities

The table below presents equity interests in Apollo’s consolidated, but not wholly-owned, subsidiaries and funds.

Non-Controlling Interests reflected in the condensed consolidated statements consist of the following:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
AAA ⁽¹⁾	$	17,721		$	(59,077	)	$	(132,441	)	$	(195,302	)
Interest in management companies and a co-investment vehicle ⁽²⁾		(2,366	)		(1,596	)		(2,200	)		(5,234	)
Other consolidated entities		6,892			(54	)		6,892			(14,350	)

Net loss (income) attributable to Non-Controlling Interests in consolidated entities		22,247			(60,727	)		(127,749	)		(214,886	)
Net (income) loss attributable to Appropriated Partners’ Capital ⁽³⁾		(1,962,947	)		12,423			(1,932,653	)		9,631
Net loss (income) attributable to Non-Controlling Interests in the Apollo Operating Group		64,837			101,960			(148,559	)		45,962

Net (income) loss attributable to Non-Controlling Interests		(1,875,863	)		53,656			(2,208,961	)		(159,293	)
Net income (loss) attributable to Appropriated Partners’ Capital ⁽⁴⁾		1,962,947			(12,423	)		1,932,653			(9,631	)
Other Comprehensive Income attributable to Non-Controlling Interests		(801	)		(1,146	)		(2,010	)		(2,399	)

Comprehensive Loss (Income) Attributable to Non-Controlling Interests	$	86,283		$	40,087		$	(278,318	)	$	(171,323	)

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

(1)

Reflects the Non-Controlling Interests in the net income of AAA and is calculated based on the Non-Controlling Interests ownership percentage in AAA, which was approximately 97% and 98% during the three and six months ended June 30, 2012, respectively, and 98% and 97% during the three and six months ended June 30, 2011, respectively.

(2)	Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our capital markets management entities and a private equity co-invest vehicle.

(3)	Reflects net (income) loss of the consolidated CLOs classified as VIEs. Includes the bargain purchase gain from the Stone Tower acquisition of $1,951.2 million for the three and six months ended June 30, 2012.

(4)	Appropriated Partners’ Capital is included in total Apollo Global Management, LLC shareholders’ equity and is therefore not a component of comprehensive (income) loss attributable to non-controlling interest on the statements of comprehensive income.

13. COMMITMENTS AND CONTINGENCIES

Financial Guarantees— Apollo has provided financial guarantees on behalf of certain employees for the benefit of unrelated third-party lenders, in connection with their capital commitment to certain funds managed by the Company. As of June 30, 2012, the maximum exposure relating to these financial guarantees approximated $1.9 million. Apollo has historically not incurred any liabilities as a result of these agreements and does not expect to in the future. Accordingly, no liability has been recorded in the accompanying condensed consolidated financial statements.

As the general partner of Apollo/Artus Investor 2007-I, L.P. (“Artus”), the Company may be obligated for certain losses in excess of those allocable to the limited partners to the extent that there is negative equity in that fund. As of June 30, 2012, the Company has no current obligations to Artus.

Investment Commitments— As a limited partner, general partner and manager of the Apollo private equity funds, capital markets and real estate funds, Apollo has unfunded capital commitments as of June 30, 2012 and December 31, 2011 of $218.7 million and $137.9 million, respectively.

Apollo has an ongoing obligation to acquire additional common units of AAA in an amount equal to 25% of the aggregate after-tax cash distributions, if any, that are made to its affiliates pursuant to the carried interest distribution rights that are applicable to investments made through AAA Investments.

Debt Covenants— Apollo’s debt obligations contain various customary loan covenants. As of the balance sheet date, the Company was not aware of any instances of noncompliance with any of these covenants.

Litigation and Contingencies— We are, from time to time, party to various legal actions arising in the ordinary course of business, including claims and litigation, reviews, investigations and proceedings by governmental and self-regulatory agencies regarding our business.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

antitrust conspiracy claim. On February 17, 2011, the Court denied Apollo’s motion to dismiss, ruling that Apollo should raise the statute of limitations issues on summary judgment after discovery is completed. Apollo filed its answer to the fourth amended complaint on March 21, 2011. On July 11, 2011, the plaintiffs filed a motion for leave to file a fifth amended complaint that adds ten additional transactions and expands the scope of the class seeking relief. On September 7, 2011, the Court denied the motion for leave to amend without prejudice and gave plaintiffs permission to take limited discovery on the ten additional transactions. On June 14, 2012, the plaintiffs filed a Fifth Amended Complaint. The defendants filed a motion to dismiss the Fifth Amended Complaint in part, and that motion was granted in part and denied in part. On July 21, 2012, all defendants filed motions for summary judgment, and those motions remain pending. Currently, Apollo does not believe that a loss from liability in this case is either probable or reasonably estimable. Apollo believes that plaintiffs’ claims lack factual and legal merit and intends to defend itself vigorously. For these reasons, no estimate of possible loss, if any, can be made at this time.

In March 2012, plaintiffs filed two putative class actions, captioned Kelm v. Chase Bank (No. 12-cv-332) and Miller v. 1-800-Flowers.com, Inc. (No. 12-cv-396), in the District of Connecticut on behalf of a class of consumers alleging online fraud. The defendants included, among others, Trilegiant Corporation, Inc. (“Trilegiant”), its parent company, Affinion Group, LLC (“Affinion”), and Apollo Global Management, LLC (“Apollo”), which is affiliated with funds that are the beneficial owners of 69% of Affinion’s common stock. In both cases, plaintiffs allege that Trilegiant, aided by its business partners, who include e-merchants and credit card companies, developed a set of business practices intended to create consumer confusion and ultimately defraud consumers into unknowingly paying fees to clubs for unwanted services. Plaintiffs allege that Apollo is a proper defendant because of its indirect stock ownership and ability to appoint the majority of Affinion's board. The complaints assert claims under the Racketeer Influenced Corrupt Organizations Act; the Electronic Communications Privacy Act; the Connecticut Unfair Trade Practices Act; and the California Business and Professional Code, and seek, among other things, restitution or disgorgement, injunctive relief, compensatory, treble and punitive damages, and attorneys’ fees. The allegations in Kelm and Miller are substantially similar to those in Schnabel v. Trilegiant Corp. (No. 3:10-cv-957), a putative class action filed in the District of Connecticut in 2010 that names only Trilegiant and Affinion as defendants. The Court has consolidated the Kelm , Miller , and Schnabel cases and ordered that they proceed on the same schedule. On June 18, 2012, the Court appointed lead plaintiffs’ counsel and set deadlines for the plaintiffs to file a consolidated amended complaint (August 17, 2012) and a RICO case statement (September 7, 2012) and for defendants to answer or otherwise respond to the consolidated amended complaint (October 19, 2012). Apollo believes that plaintiffs' claims against it are without merit. For this reason, and because the claims against Apollo are in their early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of Apollo have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo’s funds, seeking information regarding the use of placement agents. CalPERS, one of our Strategic Investors, announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. The Report of the CalPERS Special Review was issued on March 14, 2011. That report does not allege any wrongdoing on the part of Apollo or its affiliates. Apollo is continuing to cooperate with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC ("Arvco") (a placement agent that Apollo has used) and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS’s purchase of securities in various funds managed by Apollo and another asset manager. Apollo is not a party to the civil lawsuit and the lawsuit does not allege any misconduct on the part of Apollo. Likewise, on April 23, 2012, the United States Securities and Exchange Commission filed a lawsuit alleging securities fraud on the part of Arvco, as well as Messrs. Buenrostro and Villalobos, in connection with their activities concerning certain CalPERS investments in funds managed by Apollo. This lawsuit also does not allege wrongdoing on the part of Apollo, and in fact alleges that Apollo was defrauded by Arvco, Villalobos, and Buenrostro. Apollo believes that it has handled its use of placement agents in an appropriate manner. Finally, on December 29, 2011, the United States Bankruptcy Court for the District of Nevada approved an application made by Mr.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Villalobos, Arvco and related entities (the “Arvco Debtors”) in their consolidated bankruptcy proceedings to hire special litigation counsel to pursue certain claims on behalf of the bankruptcy estates of the Arvco Debtors, including potential claims against Apollo (a) for fees that Apollo purportedly owes the Arvco Debtors for placement agent services, and (b) for indemnification of legal fees and expenses arising out of the Arvco Debtors' defense of the California Attorney General action described above. To date, no such claims have been brought. Apollo denies the merit of any such claims and will vigorously contest them, if they are brought.

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

Commitments— Apollo leases office space and certain office equipment under various lease and sublease arrangements, which expire on various dates through 2022. As these leases expire, it can be expected that in the normal course of business, they will be renewed or replaced. Certain lease agreements contain renewal options, rent escalation provisions based on certain costs incurred by the landlord or other inducements provided by the landlord. Rent expense is accrued to recognize lease escalation provisions and inducements provided by the landlord, if any, on a straight-line basis over the lease term and renewal periods where applicable. Apollo has entered into various operating lease service agreements in respect of certain assets.

As of June 30, 2012, the approximate aggregate minimum future payments required for operating leases were as follows:


	Remaining 2012		2013		2014		2015		2016		Thereafter		Total
Aggregate minimum future payments	$	18,153	$	37,300	$	37,545	$	36,299	$	36,325	$	102,496	$	268,118

Expenses related to non-cancellable contractual obligations for premises, equipment, auto and other assets were $10.1 million and $9.0 million for the three months ended June 30, 2012 and 2011, respectively, and $19.5 million and $17.5 million for the six months ended June 30, 2012 and 2011, respectively.

Other Long-term Obligations— These obligations relate to payments on management service agreements related to certain assets and payments with respect to certain consulting agreements entered into by Apollo Investment Consulting, LLC. A significant portion of these costs are reimbursable by funds or portfolio companies. As of June 30, 2012, fixed and determinable payments due in connection with these obligations are as follows:


	Remaining 2012		2013		2014		2015		2016		Thereafter		Total
Other long-term obligations	$	6,216	$	2,919	$	500	$	104	$	—	$	—	$	9,739

Contingent Obligations— Carried interest income in both private equity funds and certain capital markets and real estate funds is subject to reversal in the event of future losses to the extent of the cumulative carried interest recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that has been recognized by Apollo through June 30, 2012 and that would be reversed approximates $1.9 billion. Management views the possibility of all of the investments becoming worthless as remote. Carried interest income is affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable. The table below indicates the potential future reversal of carried interest income:

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)


	June 30, 2012
Private Equity Funds:
Fund VII	$	994,582
Fund V		306,247
Fund IV		22,671
Other (AAA, Stanhope Life, L.P. “Stanhope”)		22,548

Total Private Equity Funds		1,346,048

Capital Markets Funds :
Distressed and Event-Driven Hedge Funds (Value Funds)		17,168
Mezzanine Funds (AIE II)		24,753
Non-Performing Loan Fund (EPF)		65,820
Senior Credit Funds (COF I/COF II, ACLF, AEC, collateralized loan obligations (“CLOs”))		356,169
Stone Tower Funds/CLOs		102,135
Sub-Advisory Arrangements		2,159

Total Capital Market Funds		568,204

Real Estate Funds :
CPI Other		1,647

Total Real Estate Funds		1,647

Total	$	1,915,899

Additionally, at the end of the life of certain funds that the Company manages, there could be a payment due to a fund by the Company if the Company as general partner has received more carried interest income than was ultimately earned. The general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund. As discussed in note 12, the Company has recorded a general partner obligation to return previously distributed carried interest income of $143.8 million and $18.3 million relating to Fund VI and SOMA, respectively, as of June 30, 2012.

Certain funds may not generate carried interest income as a result of unrealized and realized losses that are recognized in the current and prior reporting period. In certain cases, carried interest income will not be generated until additional unrealized and realized gains occur. Any appreciation would first cover the deductions for invested capital, unreturned organizational expenses, operating expenses, management fees and priority returns based on the terms of the respective fund agreements.

One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with security offerings to the portfolio companies of the funds we manage. As of June 30, 2012, there were no underwriting commitments outstanding related to such offerings.

Contingent Consideration

In connection with the Stone Tower acquisition, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future realized incentive fee revenue earned from certain of the Stone Tower Funds, CLOs, CDOs and managed accounts. This contingent consideration liability had an Acquisition Date fair value of $117.7 million, which was determined based on the present value of estimated future carried interest payments and is recorded in profit sharing payable in the condensed consolidated statements of financial condition. The fair value of the contingent obligation is $114.7 million as of June 30, 2012. Refer to note 3 for additional details related to the Stone Tower acquisition. The contingent consideration liability will be remeasured to fair value each reporting period until the contingency is resolved. The changes to the fair value of the contingent consideration obligation will be reflected in the condensed consolidated statements of operations.

-60-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

In connection with the Gulf Stream acquisition, the Company will also make payments to the former owners of Gulf Stream under a contingent consideration obligation which requires the Company to transfer cash to the former owners of Gulf Stream based on a specified percentage of incentive fee revenue. The contingent liability had a fair value of approximately $4.7 million as of June 30, 2012 and December 31, 2011 and is recorded in due to affiliates in the condensed consolidated statements of financial condition.

In connection with the CPI acquisition, the consideration transferred in the acquisition was a contingent consideration in the form of a liability incurred by Apollo to CPI. The liability is an obligation of Apollo to transfer cash to CPI based on a specified percentage of future earnings. The estimated fair value of the contingent liability is $1.2 million as of June 30, 2012 and December 31, 2011 and is recorded in due to affiliates in the condensed consolidated statements of financial condition.

During the one year measurement period, any changes resulting from facts and circumstances that existed as of the Acquisition Date will be reflected as a retrospective adjustment to the bargain purchase gain and the respective asset acquired or liability assumed.

The Company has determined that the contingent consideration obligations are categorized as a Level III liability in the fair value hierarchy as the pricing inputs into the determination of fair value requires significant management judgment and estimation.

The following table summarizes the quantitative inputs and assumptions used for the contingent consideration obligations categorized in Level III of the fair value hierarchy as of June 30, 2012.


	Fair Value at June 30, 2012		Valuation Techniques	Unobservable Inputs	Ranges
Financial Assets:
Contingent consideration obligations	$	120,615	Discounted cash flow	Discount rate	7.0%-13.7%

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 (decreases) in fair value. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of the contingent consideration obligations; conversely decrease in the discount rate can significantly increase the fair value of the contingent consideration obligations. In order to determine the discount rate the Company considered the following: the weighted average cost of capital for the Company, the implied internal rate of return for the transaction, and weighted average return on assets.

The following table summarizes the changes in contingent consideration obligations, which are measured at fair value and characterized as Level III liabilities:


	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2012			2011		2012			2011
Balance, Beginning of Period	$	5,900		$	1,200	$	5,900		$	1,200
Acquisition of Stone Tower (see note 3)		117,700			—		117,700			—
Repayments		(2,985	)		—		(2,985	)		—

Balance, End of Period	$	120,615		$	1,200	$	120,615		$	1,200

14. MARKET AND CREDIT RISK

In the normal course of business, Apollo encounters market and credit risk concentrations. Market risk reflects changes in the value of investments due to changes in interest rates, credit spreads or other market factors. Credit risk includes the risk of default on Apollo’s investments, where the counterparty is unable or unwilling to make required or expected payments.

The Company is subject to a concentration risk related to the investors in its funds. As of June 30, 2012, no individual investor accounted for more than 10% of the total committed capital to Apollo’s active funds.

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Apollo’s derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. Apollo seeks to minimize this risk by limiting its counterparties to highly rated major financial institutions with good credit ratings. Management does not expect any material losses as a result of default by other parties.

Substantially all amounts on deposit with major financial institutions that exceed insured limits are invested in interest-bearing accounts with U.S. money center banks.

Apollo is exposed to economic risk concentrations insofar as Apollo is dependent on the ability of the funds that it manages to compensate it for the services the management companies provide to these funds. Further, the incentive income component of this compensation is based on the ability of such funds to generate returns above certain specified thresholds.

Additionally, Apollo is exposed to interest rate risk. Apollo has debt obligations that have variable rates. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows. At June 30, 2012 and December 31, 2011, $738.1 million and $738.5 million of Apollo’s debt balance (excluding debt of the consolidated VIEs) had a variable interest rate, respectively.

15. SEGMENT REPORTING

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

•

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

•

Capital Markets —primarily invests in non-control debt and non-control equity investments, including distressed debt instruments; and

•

Real Estate —primarily invests in legacy commercial mortgage-backed securities, commercial first mortgage loans, mezzanine investments and other commercial real estate-related debt investments. Additionally, the Company sponsors real estate funds that focus on opportunistic investments in distressed debt and equity recapitalization transactions.

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 affiliated funds.

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

The tables below present the financial data for Apollo’s reportable segments further separated between the management and incentive business as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011, respectively, which management believes is useful to the reader. The Company’s management business has fairly stable revenues and expenses except for transaction fees, while its incentive business is more volatile and can have significant fluctuations as it is affected by changes in the fair value of investments due to market performance of the Company’s business. The financial results of the management entities, as reflected in the “management” business section of the segment tables that follow, generally include management fee revenues, advisory and transaction fees and expenses exclusive of profit sharing expense. The financial results of the advisory entities, as reflected in the “incentive” business sections of the segment tables that follow, generally include carried interest income, investment income, profit sharing expense and incentive fee based compensation.

-62-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

Economic Net Income (Loss)

Economic Net Income (“ENI”) is a key performance measure used by management in evaluating the performance of Apollo’s private equity, capital markets and real estate segments. Management also believes the components of ENI such as the amount of management fees, advisory and transaction fees and carried interest income are indicative of the Company’s performance. Management also uses ENI 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; and

•

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

ENI is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. ENI represents segment income (loss) attributable to Apollo Global Management, LLC, which excludes the impact of (i) non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of AOG Units, (ii) income tax expense, (iii) amortization of intangibles associated with the 2007 Reorganization as well as acquisitions and (iv) Non-Controlling Interests excluding the remaining interest held by certain individuals who receive an allocation of income from certain of our capital markets management companies. In addition, segment data excludes the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements.

During the fourth quarter 2011, the Company modified the measurement of ENI to better evaluate the performance of Apollo’s private equity, capital markets and real estate segments in making key operating decisions. These modifications include a reduction to ENI for equity-based compensation expense for RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options, reduction for non-controlling interests related to the remaining interest held by certain individuals who receive an allocation of income from certain of our capital markets management companies and an add-back for amortization of intangibles associated with the 2007 Reorganization and acquisitions. These modifications to ENI have been reflected in the prior period presentation of our segment results. The impact of this modification on ENI is reflected in the table below for the three and six months ended June 30, 2011:


	Impact of Modification on ENI
	Private Equity Segment			Capital Markets Segment			Real Estate Segment			Total Reportable Segments
For the three months ended June 30, 2011	$	(5,132	)	$	(7,302	)	$	(1,800	)	$	(14,234	)
For the six months ended June 30, 2011		(9,948	)		(13,851	)		(4,015	)		(27,814	)

-63-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The following table presents financial data for Apollo’s reportable segments as of and for the three months ended June 30, 2012:


	As of and for the Three Months Ended June 30, 2012
	Private Equity Segment			Capital Markets Segment			Real Estate Segment			Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates	$	65,114		$	4,320		$	592		$	70,026
Management fees from affiliates		69,158			74,351			12,888			156,397
Carried interest income from affiliates		5,685			2,482			4,249			12,416

Total Revenues		139,957			81,153			17,729			238,839
Expenses		82,931			78,560			16,705			178,196
Other Loss		(1,357	)		(14,537	)		(276	)		(16,170	)
Non-Controlling Interests		—			(2,438	)		—			(2,438	)

Economic Net Income (Loss)	$	55,669		$	(14,382	)	$	748		$	42,035

Total Assets	$	1,952,742		$	1,575,758		$	93,926		$	3,622,426

The following table reconciles the total segments to Apollo Global Management, LLC’s condensed consolidated financial statements as of and for the three months ended June 30, 2012:


	As of and for the Three Months Ended June 30, 2012
	Total Reportable Segments			Consolidation Adjustments and Other			Consolidated
Revenues	$	238,839		$	(27,211	) ⁽¹⁾	$	211,628
Expenses		178,196			138,766	⁽²⁾		316,962
Other (loss) income		(16,170	)		1,966,631	⁽³⁾		1,950,461
Non-Controlling Interests		(2,438	)		(1,873,425	)		(1,875,863	)

Economic Net Income	$	42,035	⁽⁵⁾		N/A

Total Assets	$	3,622,426		$	15,609,731	⁽⁶⁾	$	19,232,157

(1)	Represents advisory, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation.

(2)	Represents the addition of expenses of consolidated funds and the consolidated VIEs and expenses related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units and amortization of intangible assets.

(3)	Results from the following:

-64-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)


	For the Three Months Ended June 30, 2012
Net (losses) from investment activities	$	(15,106	)
Net gains from investment activities of consolidated variable interest entities		31,763
Loss from equity method investments ⁽⁴⁾		(2,158	)
Interest and other income		963
Gain on acquisition (see note 3)		1,951,169

Total Consolidation Adjustments	$	1,966,631

(4)	Includes $0.1 million, which reflects the remaining interest of certain individuals who receive an allocation of income from a private equity co-investment vehicle.

(5)	The reconciliation of Economic Net Income to Net Loss attributable to Apollo Global Management, LLC reported in the condensed consolidated statements of operations consists of the following:


	For the Three Months Ended June 30, 2012
Economic Net Income	$	42,035
Income tax provision		(10,650	)
Net income attributable to Non-Controlling Interests in Apollo Operating Group		64,837
Non-cash charges related to equity-based compensation ⁽⁷⁾		(128,002	)
Amortization of intangible assets		(9,606	)

Net Loss Attributable to Apollo Global Management, LLC	$	(41,386	)

(6)	Represents the addition of assets of consolidated funds and the consolidated VIEs.

(7)	Includes impact of non-cash charges related to amortization of AOG Units and RSU Plan Grants made in connection with the 2007 private placement as discussed in note 11 to our condensed consolidated financial statements.

The following tables present additional financial data for Apollo’s reportable segments for the three months ended June 30, 2012:


	For the Three Months Ended June 30, 2012
	Private Equity									Capital Markets
	Management			Incentive			Total			Management			Incentive			Total
Revenues:
Advisory and transaction fees from affiliates	$	65,114		$	—		$	65,114		$	4,320		$	—		$	4,320
Management fees from affiliates		69,158			—			69,158			74,351			—			74,351
Carried interest income (loss) from affiliates:
Unrealized losses ⁽¹⁾		—			(37,693	)		(37,693	)		—			(16,677	)		(16,677	)
Realized gains		—			43,378			43,378			9,200			9,959			19,159

Total Revenues		134,272			5,685			139,957			87,871			(6,718	)		81,153
Compensation and benefits ⁽²⁾		45,197			13,858			59,055			35,488			3,827			39,315
Other expenses ⁽²⁾		23,876			—			23,876			39,245			—			39,245

Total Expenses		69,073			13,858			82,931			74,733			3,827			78,560

Other (Loss) Income		(3,202	)		1,845			(1,357	)		(663	)		(13,874	)		(14,537	)
Non-Controlling Interests		—			—			—			(2,438	)		—			(2,438	)

Economic Net Income (Loss)	$	61,997		$	(6,328	)	$	55,669		$	10,037		$	(24,419	)	$	(14,382	)

(1)

Included in unrealized carried interest income (loss) from affiliates is reversal of previously recognized realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $102.6 million and $18.3 million with respect to Fund VI and SOMA, respectively, for the three months ended June 30, 2012. The general partner obligation is recognized based upon a hypothetical liquidation of the funds’ net assets as of June 30, 2012. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.

(2)

Pursuant to the modification in the ENI measurement as discussed above, compensation and benefits includes equity-based compensation expense related to the management business for RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options. In addition, other expenses excludes amortization of intangibles associated with the 2007 Reorganization as well as acquisitions.

-65-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)


	For the Three Months Ended June 30, 2012
	Real Estate
	Management			Incentive		Total
Revenues:
Advisory and transaction fees from affiliates	$	592		$	—	$	592
Management fees from affiliates		12,888			—		12,888
Carried interest income from affiliates:
Unrealized gains		—			1,647		1,647
Realized gains		—			2,602		2,602

Total Revenues		13,480			4,249		17,729
Compensation and benefits ⁽¹⁾		8,376			2,139		10,515
Other expenses ⁽¹⁾		6,190			—		6,190

Total Expenses		14,566			2,139		16,705
Other (Loss) Income		(516	)		240		(276	)

Economic Net (Loss) Income	$	(1,602	)	$	2,350	$	748

(1)


	As of and for the Three Months Ended June 30, 2011
	Private Equity Segment		Capital Markets Segment			Real Estate Segment		Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates	$	21,545	$	2,011		$	—	$	23,556
Management fees from affiliates		65,465		46,049			9,673		121,187
Carried interest income from affiliates		138,986		25,147			—		164,133

Total Revenues		225,996		73,207			9,673		308,876
Expenses		121,807		65,925			16,963		204,695
Other Income		8,233		4,721			9,782		22,736
Non-Controlling Interests		—		(1,596	)		—		(1,596	)

Economic Net Income	$	112,422	$	10,407		$	2,492	$	125,321

Total Assets	$	2,865,679	$	1,376,213		$	80,570	$	4,322,462

The following table reconciles the total reportable segments to Apollo Global Management, LLC’s financial statements for the three months ended June 30, 2011:


	As of and for the Three Months Ended June 30, 2011
	Total Reportable Segments			Consolidation Adjustments and Other			Consolidated
Revenues	$	308,876		$	—		$	308,876
Expenses		204,695			275,311	⁽¹⁾		480,006
Other income		22,736			47,299	⁽²⁾		70,035
Non Controlling Interests		(1,596	)		55,252			53,656

Economic Net Income	$	125,321	⁽³⁾		N/A			N/A

Total Assets	$	4,322,462		$	3,067,265	⁽⁴⁾	$	7,389,727

-66-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

(1)	Represents the addition of expenses of consolidated funds and the consolidated VIEs and expenses related to RSUs granted in connection with the 2007 private placement, equity-based compensation expense comprising amortization of AOG Units, and amortization of intangible assets.

(2)	Results from the following:


	For the Three Months Ended June 30, 2011
Net gains from investment activities	$	61,079
Net losses from investment activities of consolidated variable interest entities		(12,369	)
Loss from equity method investments		(1,411	)

Total Consolidation Adjustments	$	47,299

(3)	The reconciliation of Economic Net Income to Net Loss Attributable to Apollo Global Management, LLC reported in the condensed consolidated statements of operations consists of the following:


	For the Three Months Ended June 30, 2011
Economic Net Income	$	125,321
Income tax provision		(3,550	)
Net income attributable to Non-Controlling Interests in Apollo Operating Group		101,960
Non-cash charges related to equity-based compensation ⁽⁵⁾		(270,336	)
Amortization of intangible assets		(4,384	)

Net Loss Attributable to Apollo Global Management, LLC	$	(50,989	)

(4)	Represents the addition of assets of consolidated funds and consolidated VIEs.

(5)	Includes impact of non-cash charges related to amortization of AOG Units and RSU Plan Grants made in connection with the 2007 private placement as discussed in note 11 to the condensed consolidated financial statements.

The following tables present additional financial data for Apollo’s reportable segments for the three months ended June 30, 2011:


	For the Three Months Ended June 30, 2011
	Private Equity								Capital Markets
	Management		Incentive			Total			Management			Incentive		Total
Revenues:
Advisory and transaction fees from affiliates	$	21,545	$	—		$	21,545		$	2,011		$	—	$	2,011
Management fees from affiliates		65,465		—			65,465			46,049			—		46,049
Carried interest income (loss) from affiliates:
Unrealized (losses) gains		—		(32,397	)		(32,397	)		—			6,658		6,658
Realized gains		—		171,383			171,383			11,200			7,289		18,489

Total Revenues		87,010		138,986			225,996			59,260			13,947		73,207
Compensation and benefits ⁽¹⁾		35,260		59,884			95,144			34,932			7,255		42,187
Other expenses ⁽¹⁾		26,663		—			26,663			23,738			—		23,738

Total Expenses		61,923		59,884			121,807			58,670			7,255		65,925

Other Income		3,681		4,552			8,233			530			4,191		4,721
Non-Controlling Interests		—		—			—			(1,596	)		—		(1,596	)

Economic Net Income (Loss)	$	28,768	$	83,654		$	112,422		$	(476	)	$	10,883	$	10,407

(1)

-67-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)


	For the Three Months Ended June 30, 2011
	Real Estate
	Management		Incentive		Total
Revenues:
Advisory and transaction fees from affiliates	$	—	$	—	$	—
Management fees from affiliates		9,673		—		9,673
Carried interest income from affiliates		—		—		—

Total Revenues		9,673		—		9,673
Compensation and benefits ⁽¹⁾		11,116		—		11,116
Other expenses ⁽¹⁾		5,847		—		5,847

Total Expenses		16,963		—		16,963

Other Income		9,512		270		9,782

Economic Net Income	$	2,222	$	270	$	2,492

(1)

The following table presents financial data for Apollo’s reportable segments as of and for the six months ended June 30, 2012:


	As of and for the Six Months Ended June 30, 2012
	Private Equity Segment		Capital Markets Segment			Real Estate Segment			Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates	$	90,994	$	5,676		$	592		$	97,262
Management fees from affiliates		136,155		127,022			23,253			286,430
Carried interest income from affiliates		453,727		186,344			5,926			645,997

Total Revenues		680,876		319,042			29,771			1,029,689
Expenses		346,565		183,548			34,599			564,712
Other Income		32,520		9,592			780			42,892
Non-Controlling Interests		—		(3,847	)		—			(3,847	)

Economic Net Income (Loss)	$	366,831	$	141,239		$	(4,048	)	$	504,022

Total Assets	$	1,952,742	$	1,575,758		$	93,926		$	3,622,426

-68-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The following table reconciles the total segments to Apollo Global Management, LLC’s condensed consolidated financial statements as of and for the six months ended June 30, 2012:


	As of and for the Six Months Ended June 30, 2012
	Total Reportable Segments			Consolidation Adjustments and Other			Consolidated
Revenues	$	1,029,689		$	(41,318	) ⁽¹⁾	$	988,371
Expenses		564,712			275,480	⁽²⁾		840,192
Other income		42,892			2,099,757	⁽³⁾		2,142,649
Non-Controlling Interests		(3,847	)		(2,205,114	)		(2,208,961	)

Economic Net Income	$	504,022	⁽⁵⁾		N/A			N/A

Total Assets	$	3,622,426		$	15,609,731	⁽⁶⁾	$	19,232,157

(1)	Represents advisory, management fees and carried interest income earned from consolidated VIEs which are eliminated in consolidation.

(2)	Represents the addition of expenses of consolidated funds and the consolidated VIEs, expenses related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units and amortization of intangible assets.

(3)	Results from the following:


	For the Six Months Ended June 30, 2012
Net gains from investment activities	$	139,184
Net gains from investment activities of consolidated variable interest entities		15,562
Loss from equity method investments ⁽⁴⁾		(7,458	)
Interest and other income		1,300
Gain on acquisition (see note 3)		1,951,169

Total Consolidation Adjustments	$	2,099,757

(4)	Includes $1.6 million, which reflects the remaining interest of certain individuals who receive an allocation of income from a private equity co-investment vehicle.

(5)	The reconciliation of Economic Net Income to Net Income attributable to Apollo Global Management, LLC reported in the condensed consolidated statements of operations consists of the following:


	For the Six Months Ended June 30, 2012
Economic Net Income	$	504,022
Income tax provision		(25,210	)
Net (loss) attributable to Non-Controlling Interests in Apollo Operating Group		(148,559	)
Non-cash charges related to equity-based compensation ⁽⁷⁾		(257,935	)
Amortization of intangible assets		(15,661	)

Net Income Attributable to Apollo Global Management, LLC	$	56,657

(6)	Represents the addition of assets of consolidated funds and the consolidated VIEs.

(7)	Includes impact of non-cash charges related to amortization of AOG Units and RSU Plan Grants made in connection with the 2007 private placement as discussed in note 11 to our condensed consolidated financial statements.

-69-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The following tables present additional financial data for Apollo’s reportable segments for the six months ended June 30, 2012:


	For the Six Months Ended June 30, 2012
	Private Equity						Capital Markets
	Management		Incentive		Total		Management			Incentive		Total
Revenues:
Advisory and transaction fees from affiliates	$	90,994	$	—	$	90,994	$	5,676		$	—	$	5,676
Management fees from affiliates		136,155		—		136,155		127,022			—		127,022
Carried interest income from affiliates:
Unrealized gains ⁽¹⁾		—		288,279		288,279		—			131,577		131,577
Realized gains		—		165,448		165,448		18,800			35,967		54,767

Total Revenues		227,149		453,727		680,876		151,498			167,544		319,042
Compensation and benefits ⁽²⁾		83,757		218,141		301,898		71,241			47,145		118,386
Other expenses ⁽²⁾		44,667		—		44,667		65,162			—		65,162

Total Expenses		128,424		218,141		346,565		136,403			47,145		183,548

Other Income		69		32,451		32,520		2,282			7,310		9,592
Non-Controlling Interests		—		—		—		(3,847	)		—		(3,847	)

Economic Net Income	$	98,794	$	268,037	$	366,831	$	13,530		$	127,709	$	141,239

(1)

Included in unrealized carried interest income from affiliates is reversal of previously recognized realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $68.5 million and $0.2 million with respect to Fund VI and SOMA, respectively, for the six months ended June 30, 2012. The general partner obligation is recognized based upon a hypothetical liquidation of the funds’ net assets as of June 30, 2012. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund.

(2)


	For the Six Months Ended June 30, 2012
	Real Estate
	Management			Incentive		Total
Revenues:
Advisory and transaction fees from affiliates	$	592			—	$	592
Management fees from affiliates		23,253			—		23,253
Carried interest income from affiliates:
Unrealized gains		—			1,647		1,647
Realized gains		—			4,279		4,279

Total Revenues		23,845			5,926		29,771

Compensation and benefits ⁽¹⁾		18,067			3,597		21,664
Other expenses ⁽¹⁾		12,935			—		12,935

Total Expenses		31,002			3,597		34,599
Other Income		361			419		780

Economic Net (Loss) Income	$	(6,796	)	$	2,748	$	(4,048	)

(1)

-70-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)

The following table presents financial data for Apollo’s reportable segments as of and for the six months ended June 30, 2011:


	As of and for the Six Months Ended June 30, 2011
	Private Equity Segment		Capital Markets Segment			Real Estate Segment			Total Reportable Segments
Revenues:
Advisory and transaction fees from affiliates	$	36,642	$	6,330		$	—		$	42,972
Management fees from affiliates		130,981		89,427			18,929			239,337
Carried interest income from affiliates		580,681		142,228			—			722,909

Total Revenues		748,304		237,985			18,929			1,005,218
Expenses		382,445		155,075			34,465			571,985
Other Income		29,148		34,372			10,441			73,961
Non-Controlling Interests		—		(5,234	)		—			(5,234	)

Economic Net Income (Loss)	$	395,007	$	112,048		$	(5,095	)	$	501,960

Total Assets	$	2,865,679	$	1,376,213		$	80,570		$	4,322,462

The following table reconciles the total segments to Apollo Global Management, LLC’s condensed consolidated financial statements as of and for the six months ended June 30, 2011:


	As of and for the Six Months Ended June 30, 2011
	Total Reportable Segments			Consolidation Adjustments and Other			Consolidated
Revenues	$	1,005,218		$	—		$	1,005,218
Expenses		571,985			549,602	⁽¹⁾		1,121,587
Other income (loss)		73,961			201,238	⁽²⁾		275,199
Non-controlling interests		(5,234	)		(154,059	)		(159,293	)

Economic Net Income	$	501,960	⁽³⁾		N/A			N/A

Total Assets	$	4,322,462		$	3,067,265	⁽⁴⁾	$	7,389,727

(1)	Represents the addition of expenses of consolidated funds and the consolidated VIEs and expenses related to equity-based compensation.

(2)	Results from the following:

-71-

APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)


	For the Six Months Ended June 30, 2011
Net gains from investment activities	$	201,179
Net gains from investment activities of consolidated variable interest entities		4,719
Loss from equity method investments		(4,660	)

Total Consolidation Adjustments	$	201,238

(3)	The reconciliation of Economic Net Income to Net Loss attributable to Apollo Global Management, LLC reported in the condensed consolidated statements of operations consists of the following:


	For the Six Months Ended June 30, 2011
Economic Net Income	$	501,960
Income tax provision		(12,370	)
Net loss attributable to Non-Controlling Interests in Apollo Operating Group		45,962
Non-cash charges related to equity-based compensation ⁽⁵⁾		(540,749	)
Amortization of intangible assets		(7,636	)

Net Loss Attributable to Apollo Global Management, LLC	$	(12,833	)

(4)	Represents the addition of assets of consolidated funds and consolidated VIEs.

(5)	Includes impact of non-cash charges related to amortization of AOG Units and Plan Grants made in connection with the 2007 private placement as discussed in note 11 to our condensed consolidated financial statements.

The following tables present additional financial data for Apollo’s reportable segments for the six months ended June 30, 2011:


	For the Six Months Ended June 30, 2011
	Private Equity						Capital Markets
	Management		Incentive		Total		Management			Incentive		Total
Revenues:
Advisory and transaction fees from affiliates	$	36,642	$	—	$	36,642	$	6,330		$	—	$	6,330
Management fees from affiliates		130,981		—		130,981		89,427			—		89,427
Carried interest income from affiliates:
Unrealized gains		—		290,733		290,733		—			94,912		94,912
Realized gains		—		289,948		289,948		23,740			23,576		47,316

Total Revenues		167,623		580,681		748,304		119,497			118,488		237,985
Compensation and benefits ⁽¹⁾		80,224		252,031		332,255		62,969			42,352		105,321
Other expenses ⁽¹⁾		50,190		—		50,190		49,754			—		49,754

Total Expenses		130,414		252,031		382,445		112,723			42,352		155,075

Other Income		8,805		20,343		29,148		3,205			31,167		34,372
Non-Controlling Interests		—		—		—		(5,234	)		—		(5,234	)

Economic Net Income	$	46,014	$	348,993	$	395,007	$	4,745		$	107,303	$	112,048

(1)

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APOLLO GLOBAL MANAGEMENT, LLC

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(dollars in thousands, except share data)


	For the Six Months Ended June 30, 2011
	Real Estate
	Management			Incentive		Total
Revenues:
Advisory and transaction fees from affiliates	$	—		$	—	$	—
Management fees from affiliates		18,929			—		18,929
Carried interest income from affiliates		—			—		—

Total Revenues		18,929			—		18,929
Compensation and benefits ⁽¹⁾		23,378			—		23,378
Other expenses ⁽¹⁾		11,087			—		11,087

Total Expenses		34,465			—		34,465
Other Income		10,034			407		10,441

Economic Net (Loss) Income	$	(5,502	)	$	407	$	(5,095	)

(1)

16. SUBSEQUENT EVENTS

On July 9, 2012 the Company issued 1,451,915 Class A shares in settlement of vested RSUs. This issuance caused the Company’s ownership interest in the Apollo Operating Group to increase from 34.5% to 34.8%.

On August 2, 2012, the Company declared a cash distribution of $0.24 per Class A share, which will be paid on August 31, 2012 to holders of record on August 27, 2012.

On August 6, 2012, the Company issued 1,961,631 Class A shares in settlement of vested RSUs. This issuance caused the Company’s ownership interest in the Apollo Operating Group to increase from 34.8% to 35.1%.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with Apollo Global Management, LLC’s condensed consolidated financial statements and the related notes included within this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2011 filed with the SEC on March 9, 2012. The highlights listed below have had significant effects on many items within our condensed consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods.

General

Our Businesses

Founded in 1990, Apollo is a leading global alternative investment manager. We are contrarian, value-oriented investors in private equity, credit-oriented capital markets and real estate with significant distressed expertise and a flexible mandate in the majority of our funds that enables our funds to invest opportunistically across a company’s capital structure. We raise and invest funds and managed accounts on behalf of some of the world’s most prominent pension and endowment funds as well as other institutional and individual investors. Apollo is led by our Managing Partners, Leon Black, Joshua Harris and Marc Rowan, who have worked together for more than 20 years and lead a team of 616 employees, including 237 investment professionals, as of June 30, 2012. This team possesses a broad range of transaction, financial, managerial and investment skills. We have offices in New York, Houston, Los Angeles, London, Frankfurt, Luxembourg, Singapore, Hong Kong and Mumbai.

(i)

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

(ii)

Capital markets —primarily invests in non-control debt and non-control equity instruments, including distressed debt instruments; and

(iii)

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

In addition, the growth in our fee-generating AUM during the last year has primarily been in our capital markets segment. The average management fee rate for these new capital markets 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.

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As of June 30, 2012, we had total AUM of $104.9 billion across all of our businesses. Our latest private equity buyout fund, Fund VII, held a final closing in December 2008, raising a total of $14.7 billion, and as of June 30, 2012 Fund VII had $4.5 billion of uncalled commitments, or “dry powder”, remaining. We have consistently produced attractive long-term investment returns in our private equity funds, generating a 39% gross IRR and a 25% net IRR on a compound annual basis from inception through June 30, 2012. A number of our capital markets funds have also performed well since their inception through June 30, 2012.

As of June 30, 2012, approximately 92% of our total AUM was in funds with a contractual life at inception of seven years or more, and 7% of our total AUM was in permanent capital vehicles with unlimited duration.

Holding Company Structure

The diagram below depicts our current organizational structure:

LOGO

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Note:

The organizational structure chart above depicts a simplified version of the Apollo structure. It does not include all legal entities in the structure.

(1)

The Strategic Investors hold 46.2% of the Class A shares outstanding. The Class A shares held by investors other than the Strategic Investors represent 22.5% of the total voting power of our shares entitled to vote and 18.9% of the economic interests in the Apollo Operating Group. Class A shares held by the Strategic Investors do not have voting rights. However, such Class A shares will become entitled to vote upon transfers by a Strategic Investor in accordance with the agreements entered into in connection with the investments made by the Strategic Investors.

(2)

Our managing partners own BRH Holdings GP, Ltd., or “BRH,” which in turns holds our only outstanding Class B share. The Class B share represents 77.5% of the total voting power of our shares entitled to vote but no economic interest in Apollo Global Management, LLC. Our managing partners’ economic interests are instead represented by their indirect beneficial ownership, through Holdings, of 57% of the limited partner interests in the Apollo Operating Group.

(3)	Through BRH Holdings, L.P., our managing partners beneficially own limited partner interests in Holdings.

(4)

Holdings owns 64.9% of the limited partner interests in each Apollo Operating Group entity. The Apollo Operating Group units held by Holdings are exchangeable for Class A shares. Our managing partners, through their interests in BRH and Holdings, beneficially own 57% of the Apollo Operating Group units. Our contributing partners, through their ownership interests in Holdings, beneficially own 7.9% of the Apollo Operating Group units.

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

(6)	Represents 35.1% of the limited partner interests in each Apollo Operating Group entity, held through intermediate holding companies. Apollo Global Management, LLC, also indirectly owns 100% of the general partner interests in each Apollo Operating Group entity.

Apollo Global Management, LLC, through three intermediate holding companies (APO Corp., APO Asset Co., LLC and APO (FC), LLC), owns 35.1% of the economic interests of, and operates and controls all of the business and affairs of, the Apollo Operating Group and its subsidiaries. Holdings owns the remaining 64.9% of the economic interests in the Apollo Operating Group. Apollo Global Management, LLC consolidates the financial results of the Apollo Operating Group and its consolidated subsidiaries. Holdings’ ownership interest in the Apollo Operating Group is reflected as Non-Controlling Interests in Apollo Global Management, LLC’s condensed consolidated financial statements.

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

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

•

We are a holding company that is qualified as a partnership for U.S. Federal income tax purposes. Our intermediate holding companies enables us to maintain our partnership status and to meet the qualifying income exception.

•

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

Business Environment

During the second quarter of 2012, global equity markets were down and saw an increase in volatility. The market’s volatile performance was largely attributable to economic reports indicating slower global growth and the ongoing European debt overhang. The focus on day-to-day headlines addressing possible policy responses by central banks and governments also contributed to this volatility. Credit markets were also more volatile during the second quarter of 2012, but finished on a stronger note in June. Against this backdrop, Apollo continued to see investment opportunities and deploy capital. Although realization activity slowed somewhat from the previous two quarters and the market’s appetite for additional IPOs has been subdued so far in 2012, dialogues with strategic buyers have continued and certain of the funds that Apollo manages were able to monetize certain of their credit and equity holdings. Apollo’s fundraising activities also continued at a strong pace, as evidenced by the $2.3 billion of new capital that was raised during the second quarter as institutional investors continued to turn to alternative investment managers for more attractive risk-adjusted returns in a low rate environment.

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From the beginning of the third quarter of 2007 and through June 30, 2012, we have deployed approximately $33.5 billion of gross invested capital across our private equity and certain capital markets funds, focused on control, distressed and buyout investments, leveraged loan portfolios and mezzanine, non-control distressed and non-performing loans. In addition, from the beginning of the fourth quarter of 2007 through June 30, 2012, the funds managed by Apollo have acquired approximately $17.3 billion in face value of distressed debt at discounts to par value and purchased approximately $38.1 billion in face value of leveraged senior loans at discounts to par value from financial institutions. Since we purchased many of these leveraged loan portfolios from highly motivated sellers, we were able to secure, in certain cases, attractive long-term, low cost financing.

Since the financial crisis in 2008, Apollo has relied on its deep industry, credit and financial structuring experience, coupled with its strengths as a value-oriented, distressed investor, to deploy significant amounts of new capital. In addition, Apollo has been relying on its restructuring and capital markets experience to work proactively with its funds’ portfolio company management teams to generate cost and working capital savings, reduce capital expenditures, and optimize capital structures through several means such as debt exchange offers and the purchase of portfolio company debt at discounts to par value. For example, as of June 30, 2012, Fund VI and its underlying portfolio companies purchased or retired approximately $19.6 billion in face value of debt and captured approximately $9.8 billion of discount to par value of debt in portfolio companies such as CEVA Logistics, Caesars Entertainment, Realogy and Momentive Performance Materials. In certain situations, funds managed by Apollo are the largest owner of the total outstanding debt of the portfolio company. In addition to the attractive return profile associated with these portfolio company debt purchases, we believe that building positions as senior creditors within the existing portfolio companies is strategic to the existing equity ownership positions. Additionally, the portfolio companies of Fund VI have implemented approximately $3.3 billion of cost savings programs on an aggregate basis from the date Fund VI invested in them through June 30, 2012, which we believe will positively impact their operating profitability.

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 investors by focusing on opportunities that management believes are often overlooked by other investors. Apollo’s expertise in capital markets and its focus on nine core industry sectors combined with more than 20 years of investment experience have allowed Apollo to respond quickly to changing environments. Apollo’s core industry sectors cover chemicals, commodities, consumer and retail, distribution and transportation, financial and business services, manufacturing and industrial, media and leisure, packaging and materials and the satellite and wireless industries. Apollo believes that these attributes have contributed to the success of its private equity funds investing in buyouts and credit opportunities during both expansionary and recessionary economic periods. 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 current recessionary period, our private equity funds have invested $26.9 billion, of which $16.7 billion was in distressed buyouts and debt investments when the debt securities of quality companies traded at deep discounts to par value. Our average purchase price multiple for Fund VII, VI and V was 6.1x, 7.6x and 6.8x, respectively as of June 30, 2012.

Managing Business Performance

We believe that the presentation of Economic Net Income (Loss) supplements a reader’s understanding of the economic operating performance of each segment.

Economic Net Income (Loss)

ENI is a measure of profitability and does not take into account certain items included under U.S. GAAP. ENI represents segment income (loss) attributable to Apollo, which excludes the impact of (i) non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of Apollo Operating Group units (“AOG Units”), (ii) income tax expense, (iii) amortization of intangibles associated with the 2007 Reorganization as well as acquisitions and (iv) Non-Controlling Interests excluding the remaining interest held by certain individuals who receive an allocation of income from

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certain of our capital markets management companies. In addition, segment data excludes the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements. Adjustments relating to income tax expense, intangible asset amortization and Non-Controlling Interests are common in the calculation of supplemental measures of performance in our industry. We believe the exclusion of the non-cash charges related to equity-based compensation awarded in connection with our 2007 Reorganization provides investors with a meaningful indication of our performance because these charges relate to the equity portion of our capital structure and not our core operating performance.

During the fourth quarter of 2011, the Company modified the measurement of ENI to better evaluate the performance of Apollo’s private equity, capital markets and real estate segments in making key operating decisions. These modifications include a reduction to ENI for equity-based compensation for RSUs (excluding RSUs granted in connection with the 2007 private placement) and share options, a reduction for non-controlling interests related to the remaining interest held by certain individuals who receive an allocation of income from certain of our capital markets management companies and an add-back for amortization of intangibles associated with the 2007 Reorganization and acquisitions. These modifications to ENI have been reflected in the prior period presentation of our segment results. The impact of this modification on ENI is reflected in the table below for the three and six months ended June 30, 2011:


	Impact of Modification on ENI
	Private Equity Segment			Capital Markets Segment			Real Estate Segment			Total Reportable Segments
For the three months ended June 30, 2011	$	(5,132	)	$	(7,302	)	$	(1,800	)	$	(14,234	)
For the six months ended June 30, 2011		(9,948	)		(13,851	)		(4,015	)		(27,814	)

ENI is a key performance measure used for understanding the performance of our operations from period to period and although not every company in our industry defines these metrics in precisely the same way that we do, we believe that this metric, as we use it, facilitates comparisons with other companies in our industry. We use ENI to evaluate the performance of our private equity, capital markets and real estate segments as management believes the amount of management fees, advisory and transaction fees and carried interest income are indicative of the Company’s performance. Management also uses ENI 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. As the amount of fees, investment income, and ENI is indicative of the performance of the management companies and advisors within each segment, management can assess the need for additional resources and the location for deployment of the new hires based on the results of this measure. For example, a positive ENI could indicate the need for additional staff to manage the respective segment whereas a negative ENI could indicate the need to reduce staff assigned to manage the respective segment.

•

Decisions related to capital deployment such as providing capital to facilitate growth for our business and/or to facilitate expansion into new businesses. As the amount of fees, investment income, and ENI is indicative of the performance of the management companies and advisors within each segment, management can assess the availability and need to provide capital to facilitate growth or expansion into new businesses based on the results of this measure. For example, a negative ENI may indicate the lack of performance of a segment and thus indicate a need for additional capital to be deployed into the respective segment.

•

Decisions relating to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires.

•

Decisions relating to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses.

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•

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 such funds and those of the Company’s shareholders by providing such individuals a profit sharing interest in the carried interest income earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’s performance and growth for the year.

ENI does not take into account certain items included when calculating net income under U.S. GAAP and as such, we do not rely solely on ENI as a performance measure and also consider our U.S. GAAP results. The following items, which are significant to our business, are excluded when calculating ENI:

(i)

non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of AOG Units, although these costs are expected to be recurring components of our costs we may be able to incur lower cash compensation costs with the granting of equity-based compensation;

(ii)

income tax, which represents a necessary and recurring element of our operating costs and our ability to generate revenue because ongoing revenue generation is expected to result in future income tax expense;

(iii)

amortization of intangible assets associated with the 2007 Reorganization and acquisitions, which is a recurring item until all intangibles have been fully amortized; and

(iv)

Non-Controlling Interests excluding the remaining interest held by certain individuals who receive an allocation of income from certain of our capital markets management companies, which is expected to be a recurring item and represents the aggregate of the income or loss that is not owned by the Company.

We believe that ENI 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.

The following summarizes the adjustments to ENI that reconcile ENI to the net income (loss) attributable to Apollo determined in accordance with U.S. GAAP:

•

Inclusion of the impact of RSUs granted in connection with the 2007 private placement and non-cash equity-based compensation expense relating to the amortization of AOG Units. Management assesses our performance based on management fees, advisory and transaction fees, and carried interest income generated by the business and excludes the impact of non-cash charges related to RSUs granted in connection with the 2007 private placement and amortization of AOG Units because these non-cash charges are not viewed as part of our core operations.

•

Inclusion of the impact of income taxes as we do not take income taxes into consideration when evaluating the performance of our segments or when determining compensation for our employees. Additionally, income taxes at the segment level (which exclude APO Corp.’s corporate taxes) are not meaningful, as the majority of the entities included in our segments operate as partnerships and therefore are only subject to New York City unincorporated business taxes and foreign taxes when applicable.

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•

Inclusion of amortization of intangible assets associated with the 2007 Reorganization and subsequent acquisitions as these non-cash charges are not viewed as part of our core operations.

•

Carried interest income, management fees and other revenues from Apollo funds are reflected on an unconsolidated basis. As such, ENI excludes the Non-Controlling Interests in consolidated funds, which remain consolidated in our condensed consolidated financial statements. Management views the business as an alternative investment management firm and therefore assesses performance using the combined total of carried interest income and management fees from each of our funds. One exception is the Non-Controlling Interest related to certain individuals who receive an allocation of income from certain of our capital markets management companies, which is deducted from ENI to better reflect the performance attributable to shareholders.

ENI 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 ENI as a measure of operating performance, not as a measure of liquidity. ENI should not be considered in isolation or as a substitute for operating income, net income, operating cash flows, investing and financing activities, or other income or cash flow statement data prepared in accordance with U.S. GAAP. The use of ENI without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using ENI 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 ENI to our U.S. GAAP net income (loss) attributable to Apollo can be found in the notes to our condensed consolidated financial statements.

Operating Metrics

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

Assets Under Management

Assets Under Management, or AUM, refers to the investments we manage or with respect to which we have control. Our AUM equals the sum of:

(i)

(ii)

(iii)

the gross asset values or net asset value of our real estate entities and the structured portfolio vehicle investments included within the funds we manage, which includes the leverage used by such structured portfolio vehicles;

(iv)

the incremental value associated with the reinsurance investments of the funds we manage; and

(v)

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Our AUM measure includes Assets Under Management for which we charge either no or nominal fees. Our definition of AUM is not based on any definition of Assets Under Management contained in our operating agreement or in any of our Apollo fund management agreements. We consider multiple factors for determining what should be included in our definition of AUM. Such factors include but are not limited to (1) our ability to influence the investment decisions for existing and available assets; (2) our ability to generate income from the underlying assets in our funds; and (3) the AUM measures that we 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.

Assets Under Management—Fee-Generating/Non-Fee Generating

We use non-fee generating AUM combined with fee-generating AUM as a performance measurement of our investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs. Non-fee generating AUM includes assets on which we could earn carried interest income.

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The table below displays fee-generating and non-fee generating AUM by segment as of June 30, 2012 and 2011 and December 31, 2011. The changes in market conditions, additional funds raised and acquisitions have had significant impacts to our AUM:


	As of June 30,					As of December 31,
	2012			2011		2011
	(in millions)
Total Assets Under Management	$	104,893	⁽¹⁾	$	71,714	$	75,222
Fee-generating		77,449			48,851		58,121
Non-fee generating		27,444	⁽¹⁾		22,863		17,101

Private Equity		38,228			40,430		35,384
Fee-generating		27,754			27,729		28,031
Non-fee generating		10,474			12,701		7,353

Capital Markets ⁽²⁾		56,108			23,684		31,867
Fee-generating		45,509			18,064		26,553
Non-fee generating		10,599			5,620		5,314

Real Estate ⁽²⁾		7,861			7,600		7,971
Fee-generating		4,186			3,058		3,537
Non-fee generating		3,675			4,542		4,434

(1)	Includes $2.7 billion of commitments that have yet to be deployed to an Apollo fund within our three segments.

(2)	Certain of our publicly traded vehicles included in AUM and Fee-generating AUM are as of March 31, 2012.

During the six months ended June 30, 2012, our total fee-generating AUM increased primarily due to increases in other inflows/acquisitions in capital markets and subscriptions/capital raised across our three segments. The fee-generating AUM of our capital markets funds increased during the six months ended June 30, 2012 primarily due to the acquisition of Stone Tower, as well as increased subscriptions/capital raised and leverage. The fee-generating AUM of our real estate segment increased due to additional subscriptions and net segment transfers from other segments partially offset by distributions. The fee-generating AUM of our private equity funds decreased primarily due to leverage and distributions offset by income and movements between fee generating and non-fee generating AUM.

When the fair value of an investment exceeds invested capital, we are normally entitled to carried interest income on the difference between the fair value once realized and invested capital after also considering certain expenses and preferred return amounts, as specified in the respective partnership agreements; however, we generally do not earn management fees on such excess. As a result of the growth in both the size and number of funds that we manage, we have experienced an increase in our management fees and advisory and transaction fees. To support this growth, we have also experienced an increase in operating expenses, resulting from hiring additional personnel, opening new offices to expand our geographical reach and incurring additional professional fees.

With respect to our private equity funds and certain of our capital markets and real estate funds, we charge management fees on the amount of committed or invested capital and we generally are entitled to carried interest on the realized gains on the disposition of investments. Certain funds may have current fair values below invested capital, however, the management fee would still be computed on the invested capital for such funds. With respect to ARI and AMTG, we receive management fees on stockholders equity as defined in the respective management agreement. In addition, our fee-generating AUM reflects leverage vehicles that generate monitoring fees on value in excess of fund commitments. With respect to ARI and AMTG, both of which are publicly traded on the New York Stock Exchange, we receive management fees on stockholders’ equity as defined in the respective management agreements. As of June 30, 2012, our total fee-generating AUM was comprised of approximately 91% of assets that earned management fees and the remaining balance of assets earned monitoring fees.

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The Company’s entire fee-generating AUM is subject to management or monitoring fees. The components of fee-generating AUM by segment as of June 30, 2012 and 2011 are presented below:


	As of June 30, 2012
	Private Equity			Capital Markets			Real Estate			Total
	(in millions)
Fee-generating AUM based on capital commitments	$	15,076		$	3,628		$	381		$	19,085
Fee-generating AUM based on invested capital		8,425			3,370			1,799			13,594
Fee-generating AUM based on gross/adjusted assets		938			28,711			1,817	⁽⁴⁾		31,466
Fee-generating AUM based on leverage ⁽¹⁾		3,315			3,393			—			6,708
Fee-generating AUM based on NAV		—			6,407			189			6,596

Total Fee-Generating AUM	$	27,754	⁽²⁾	$	45,509	⁽³⁾	$	4,186		$	77,449

(1)	Monitoring fees are normally based on the total value of certain special purpose vehicle investments, which includes leverage, less any portion of such total value that is already considered for fee-generating AUM. Monitoring fees are typically calculated using a 0.5% annual rate.

(2)	The weighted average remaining life of the private equity funds excluding permanent capital vehicles at June 30, 2012 was 66 months.

(3)	The fee-generating AUM for the capital markets funds has no concentration across the investment strategies.

(4)	The fee-generating AUM for our real estate entities is based on an adjusted equity amount as specified by the respective management agreements.


	As of June 30, 2011
	Private Equity			Capital Markets			Real Estate			Total
	(in millions)
Fee-generating AUM based on capital commitments	$	14,289		$	2,120		$	281		$	16,690
Fee-generating AUM based on invested capital		8,536			2,918			1,765			13,219
Fee-generating AUM based on gross/adjusted assets		1,187			6,958			779			8,924
Fee-generating AUM based on leverage ⁽¹⁾		3,717			3,560			—			7,277
Fee-generating AUM based on NAV		—			2,508			233	⁽⁴⁾		2,741

Total Fee-Generating AUM	$	27,729	⁽²⁾	$	18,064	⁽³⁾	$	3,058		$	48,851

(1)	Monitoring fees are normally based on the total value of certain special purpose vehicle investments, which includes leverage, less any portion of such total value that is already considered for fee-generating AUM. Monitoring fees are typically calculated using a 0.5% annual rate.

(2)	The weighted average remaining life of the private equity funds excluding permanent capital vehicles at June 30, 2011 was 72 months.

(3)	The fee-generating AUM for the capital markets funds has no concentration across the investment strategies.

(4)	The fee-generating AUM for our real estate entities is based on an adjusted equity amount as specified by the respective management agreements.

The following table presents total Assets Under Management and Fee-Generating Assets Under Management amounts for our private equity segment by strategy:


	Total AUM						Fee Generating AUM
	As of June 30,				As of December 31,		As of June 30,				As of December 31,
	2012		2011		2011		2012		2011		2011
	(in millions)
Traditional Private Equity Funds	$	36,292	$	38,854	$	33,671	$	25,944	$	26,440	$	26,425
ANRP		788		—		561		787		—		559
AAA		1,148		1,576		1,152		1,023		1,289		1,047

Total	$	38,228	$	40,430	$	35,384	$	27,754	$	27,729	$	28,031

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The following table presents total Assets Under Management and Fee-Generating Assets Under Management amounts for our capital markets segment by strategy:


	Total AUM						Fee Generating AUM
	As of June 30,				As of December 31,		As of June 30,				As of December 31,
	2012		2011		2011		2012		2011		2011
	(in millions)
Distressed and Event-Driven Hedge Funds	$	2,045	$	2,601	$	1,867	$	1,969	$	2,392	$	1,783
Mezzanine Funds		3,999		4,449		3,904		3,193		3,956		3,229
Senior Credit Funds		16,868		12,159		15,405		12,351		8,237		11,931
Non-Performing Loan Fund		4,093		2,078		1,935		2,720		1,830		1,636
Other ⁽¹⁾		29,103		2,397		8,756		25,276		1,649		7,974

Total	$	56,108	$	23,684	$	31,867	$	45,509	$	18,064	$	26,553

(1)	Includes strategic investment accounts and investments managed by Athene Asset Management LLC and held by Stone Tower funds/CLOs.

The following table presents total Assets Under Management and Fee-Generating Assets Under Management amounts for our real estate segment by strategy:


	Total AUM						Fee Generating AUM
	As of June 30,				As of December 31		As of June 30,				As of December 31,
	2012		2011		2011		2012		2011		2011
	(in millions)
Fixed Income	$	4,089	$	3,214	$	4,042	$	1,906	$	519	$	1,411
Equity		3,772		4,386		3,929		2,280		2,539		2,126

Total	$	7,861	$	7,600	$	7,971	$	4,186	$	3,058	$	3,537

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The following tables summarize changes in total AUM and total AUM for each of our segments for the three and six months ended June 30, 2012 and 2011:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011 ⁽¹⁾			2012			2011 ⁽¹⁾
	(in millions)
Change in Total AUM:
Beginning of Period	$	86,126	⁽²⁾	$	69,959		$	75,222		$	67,551
Income		380			1,601			4,836			4,299
Subscriptions/Capital raised		2,251			1,085			6,592			1,886
Other inflows/Acquisitions		18,546			—			19,928			—
Distributions		(3,269	)		(1,551	)		(3,582	)		(3,137	)
Redemptions		(654	)		(30	)		(753	)		(139	)
Leverage		1,513			650			2,650			1,254

End of Period	$	104,893	⁽²⁾	$	71,714		$	104,893	⁽²⁾	$	71,714

Change in Private Equity AUM:
Beginning of Period	$	38,398		$	39,578		$	35,384		$	38,799
Income		517			837			3,748			2,670
Subscriptions/Capital raised		20			—			28			—
Distributions		(1,518	)		(998	)		(1,578	)		(2,209	)
Net segment transfers		158			31			157			164
Leverage		653			982			489			1,006

End of Period	$	38,228		$	40,430		$	38,228		$	40,430

Change in Capital Markets AUM:
Beginning of Period	$	36,465		$	23,834		$	31,867		$	22,283
(Loss) income		(117	)		371			934			1,246
Subscriptions/Capital raised		2,101			1,000			3,129			1,805
Other inflows/Acquisitions		18,546			—			19,928			—
Distributions		(1,162	)		(246	)		(1,244	)		(621	)
Redemptions		(381	)		(30	)		(480	)		(139	)
Net segment transfers		(551	)		(523	)		(640	)		(757	)
Leverage		1,207			(722	)		2,614			(133	)

End of Period	$	56,108		$	23,684		$	56,108		$	23,684

Change in Real Estate AUM:
Beginning of Period	$	8,263		$	6,547		$	7,971		$	6,469
(Loss) income		(20	)		393			154			383
Subscriptions/Capital raised		84			85			389			81
Distributions		(589	)		(307	)		(760	)		(307	)
Redemptions		(273	) ⁽³⁾		—			(273	) ⁽³⁾		—
Net segment transfers		743			492			833			593
Leverage		(347	)		390			(453	)		381

End of Period	$	7,861		$	7,600		$	7,861		$	7,600

(1)	Reclassified to conform to current period’s presentation.

(2)	Includes $3.0 billion and $2.7 billion of commitments that were yet to be deployed to an Apollo fund within our three segments at the end of the first quarter and second quarter of 2012, respectively.

(3)	Includes $273 million of released unfunded commitments primarily related to two legacy CPI real estate funds that were past their investment periods.

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The following table summarizes changes in total fee-generating AUM and fee-generating AUM for each of our segments for the three and six months ended June 30, 2012 and 2011:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
	(in millions)
Change in Total Fee-Generating AUM:
Beginning of Period	$	59,571		$	48,269		$	58,121		$	47,037
(Loss) income		(110	)		419			289			994
Subscriptions/Capital raised		2,609			221			3,023			888
Other inflows/Acquisitions		16,194			—			17,576			—
Distributions		(1,269	)		(196	)		(1,453	)		(511	)
Redemptions		(363	)		(12	)		(460	)		(118	)
Net movements between Fee Generating and Non-Fee Generating		(615	)		—			(618	)		100
Leverage		1,432			150			971			461

End of Period	$	77,449		$	48,851		$	77,449		$	48,851

Change in Private Equity Fee-Generating AUM:
Beginning of Period	$	27,653		$	27,804		$	28,031		$	27,874
Income (loss)		58			(56	)		134			(28	)
Subscriptions/Capital raised		18			—			28			—
Distributions		(298	)		(57	)		(351	)		(234	)
Net segment transfers		—			31			—			65
Net movements between Fee Generating and Non-Fee Generating		230			—			239			—
Leverage		93			7			(327	)		52

End of Period	$	27,754		$	27,729		$	27,754		$	27,729

Change in Capital Markets Fee-Generating AUM:
Beginning of Period	$	28,207		$	17,660		$	26,553		$	16,484
(Loss) income		(125	)		954			130			1,536
Subscriptions/Capital raised		2,478			142			2,781			741
Other inflows/Acquisitions		16,194			—			17,576			—
Distributions		(833	)		(100	)		(903	)		(231	)
Redemptions		(363	)		(12	)		(460	)		(118	)
Net segment transfers		(501	)		(292	)		(589	)		(326	)
Net movements between Fee Generating and Non-Fee Generating		(887	)		—			(877	)		—
Leverage		1,339			(288	)		1,298			(22	)

End of Period	$	45,509		$	18,064		$	45,509		$	18,064

Change in Real Estate Fee-Generating AUM:
Beginning of Period	$	3,711		$	2,805		$	3,537		$	2,679
(Loss) income		(43	)		(479	)		25			(514	)
Subscriptions/Capital raised		113			79			214			147
Distributions		(138	)		(39	)		(199	)		(46	)
Net segment transfers		501			261			589			261
Net movements between Fee Generating and Non-Fee Generating		42			—			20			100
Leverage		—			431			—			431

End of Period	$	4,186		$	3,058		$	4,186		$	3,058

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Private Equity

During the three months ended June 30, 2012, the AUM in our private equity segment decreased by $0.2 billion, or 0.5%. This decrease was primarily a result of distributions of $1.5 billion, including $0.7 billion from each of Fund VI and Fund VII. Partially offsetting this decrease were $0.7 billion of increased leverage, primarily from Fund VII, and $0.5 billion of increased income, primarily attributable to improved unrealized gains from Fund VII.

During the three months ended June 30, 2011, the AUM in our private equity segment increased by $0.9 billion, or 2.2%. This increase was a result of $0.8 billion of income that was primarily attributable to improved unrealized gains in our private equity funds, including $0.3 billion in each of Fund VI and Fund VII. Also contributing to the increase was an additional $1.0 billion in leverage, primarily from Fund VII. Offsetting these increases were $1.0 billion in distributions primarily from Fund IV and Fund VI, with $0.7 billion and $0.2 billion in distributions, respectively.

During the six months ended June 30, 2012, the AUM in our private equity segment increased by $2.8 billion, or 7.9%. This increase was primarily a result of income of $3.7 billion attributable to improved unrealized gains in our private equity funds, including $1.6 billion in each of Fund VI and Fund VII. In addition, also contributing to this increase was a $0.5 billion increase in leverage, primarily from Fund VII. Offsetting these increases was $1.6 billion in distributions, including $0.7 billion from each of Fund VI and Fund VII.

During the six months ended June 30, 2011, the AUM in our private equity segment increased by $1.6 billion, or 4.2%. This increase was a result of $2.7 billion of income that was primarily attributable to improved unrealized gains in our private equity funds, including $1.2 billion in Fund VI and $1.0 billion in Fund VII. Also contributing to the increase was an additional $1.0 billion in leverage from Fund VII. Offsetting these increases were $2.2 billion in distributions primarily from Fund IV, Fund VI and Fund VII, with $0.7 billion, $0.6 billion and $0.7 billion in distributions, respectively.

Capital Markets

During the three months ended June 30, 2012, AUM in our capital markets segment increased by $19.6 billion, or 53.9%. This increase was primarily attributable to the $18.5 billion acquisition of Stone Tower, $2.1 billion of additional subscriptions, including $1.5 billion by EPF II, and $1.2 billion in increased leverage, including $0.6 billion attributable to Athene Asset Management LLC. These increases were partially offset by $1.2 billion of distributions, including $0.5 billion by Stone Tower, and $0.6 billion of net transfers, including $0.8 billion of assets managed by Athene Asset Management LLC.

During the three months ended June 30, 2011, AUM in our capital markets segment decreased by $0.2 billion, or 0.6%. This decrease was primarily attributable to a $0.7 billion decrease in leverage primarily attributable to assets managed by Athene Asset Management LLC and $0.5 billion of net transfers. These decreases were partially offset by $1.0 billion of subscriptions including $0.8 billion in Palmetto, and $0.4 billion of income, primarily attributable to improved unrealized gains in our capital markets funds.

During the six months ended June 30, 2012, AUM in our capital markets segment increased by $24.2 billion, or 76.1%. This increase was primarily attributable to $19.9 billion in acquisitions, including $18.5 billion related to Stone Tower, $3.1 billion of additional subscriptions, including $1.7 billion by EPF II, and $2.6 billion in increased leverage, including $0.7 billion and $0.6 billion attributable to Athene Asset Management LLC and AMTG, respectively. These increases were partially offset by $1.2 billion of distributions, including $0.5 billion by Stone Tower CLOs, and $0.6 billion of net transfers out, including $0.9 billion by Athene Asset Management LLC.

During the six months ended June 30, 2011, AUM in our capital markets segment increased by $1.4 billion, or 6.3%. This increase was primarily attributable to $1.2 billion of income that was primarily attributable to improved unrealized gains in our capital markets segment, including $0.3 billion, $0.3 billion and $0.2 billion attributable to EPF I, Athene Asset Management LLC and COF I, respectively and $1.8 billion in subscriptions, including $0.8 billion in Palmetto and $0.3 billion each in AFT and FCI I. These increases were offset by $0.6 billion of distributions

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Real Estate

During the three months ended June 30, 2012, AUM in our real estate segment decreased by $0.4 billion, or 4.8%. This decrease was primarily a result of distributions of $0.6 billion, including $0.5 billion from the CPI Funds. Also contributing to this decrease was a decrease in leverage of $0.3 billion, primarily from ARI and AGRE CMBS Fund, L.P. and redemptions of $0.3 billion from released unfunded capital commitments primarily related to two legacy CPI real estate funds that were past their investment periods. Partially offsetting these decreases was $0.7 billion from other net segments.

During the three months ended June 30, 2011, AUM in our real estate segment increased by $1.1 billion, or 16.1%. This increase was primarily attributable to an additional $0.5 billion in net segment transfers, including $0.2 billion in the AGRE U.S Real Estate Fund L.P and $0.3 billion in managed accounts. Also impacting this change was an increase in leverage of $0.4 billion, primarily for the 2011 A4 Fund, L.P. In addition there was $0.4 billion of income that was primarily attributable to improved unrealized gains in our real estate funds. These increases were offset by $0.3 billion of distributions.

During the six months ended June 30, 2012, AUM in our real estate segment decreased by $0.1 billion, or 1.3%. This decrease was primarily a result of distributions of $0.8 billion, including $0.6 billion from the CPI Funds. Also contributing to this decrease was a decrease in leverage of $0.5 billion, from ARI and AGRE CMBS Fund, L.P. and redemptions of $0.3 billion from released unfunded capital commitments primarily related to two legacy CPI real estate funds that were past their investment periods. Partially offsetting these decreases was $0.8 billion of net transfers from other segments.

During the six months ended June 30, 2011, AUM in our real estate segment increased by $1.1 billion, or 17.5%. This increase was primarily attributable to an additional $0.6 billion in net segment transfers, including $0.3 billion each in AGRE U.S Real Estate Fund L.P. and in managed accounts. Also impacting this change was an increase in leverage of $0.4 billion, primarily for the 2011 A4 Fund, L.P. In addition there was $0.4 billion of income that was primarily attributable to improved unrealized gains in our real estate funds. These increases were offset by $0.3 billion of distributions.

See “—Segment Analysis,” which includes a detailed discussion of the impact that significant changes in our AUM within our private equity, capital markets and real estate segments had on our revenues by segment.

Private Equity Dollars Invested and Uncalled Private Equity Commitments

Private equity dollars invested represents the aggregate amount of capital invested by our private equity funds during a reporting period. Uncalled private equity commitments, by contrast, represent unfunded commitments by investors in our private equity funds to contribute capital to fund future investments or expenses incurred by the funds, fees and applicable expenses as of the reporting date. Private equity dollars invested and uncalled private equity 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 transaction fees and incentive income. Private equity dollars invested and uncalled private equity 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 private equity dollars invested and uncalled private equity commitments as key operating metrics since we believe the results measure our investment activities.

The following table summarizes the private equity dollars invested during the specified reporting periods:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2012		2011		2012		2011
	(in millions)
Private equity dollars invested	$	1,657	$	565	$	2,641	$	1,367

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The following table summarizes the uncalled private equity commitments as of June 30, 2012, December 31, 2011 and June 30, 2011:


	As of June 30, 2012		As of December 31, 2011		As of June 30, 2011
	(in millions)
Uncalled private equity commitments	$	6,647	$	8,204	$	9,911

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. As a result of the deconsolidation of most of our funds, we have not consolidated those funds in our financial statements for periods after either August 1, 2007 or November 30, 2007. 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. There can be no assurance that any Apollo fund will continue to achieve the same results in the future.

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, in part because:

•

market conditions during previous periods were significantly more favorable for generating positive performance, particularly in our private equity business, than the market conditions we have experienced for the last few years and may experience in the future;

•

our funds’ returns have benefited from investment opportunities and general market conditions that currently do not exist and may not repeat themselves, and there can be no assurance that our current or future funds will be able to avail themselves of profitable investment opportunities;

•

our private equity funds’ rates of return, which are calculated on the basis of net asset value of the funds’ investments, reflect unrealized gains, which may never be realized;

•

our funds’ returns have benefited from investment opportunities and general market conditions that may not repeat themselves, including the availability of debt capital on attractive terms and the availability of distressed debt opportunities, and we may not be able to achieve the same returns or profitable investment opportunities or deploy capital as quickly;

•

the historical returns that we present are derived largely from the performance of our earlier private equity funds, whereas future fund returns will depend increasingly on the performance of our newer funds, which may have little or no realized investment track record;

•

Fund VI and Fund VII are several times larger than our previous private equity funds, and this additional capital may not be deployed as profitably as our prior funds;

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•

the attractive returns of certain of our funds have been driven by the rapid return of invested capital, which has not occurred with respect to all of our funds and we believe is less likely to occur in the future;

•

our track record with respect to our capital markets and real estate funds is relatively short as compared to our private equity funds;

•

in recent years, there has been increased competition for private equity investment opportunities resulting from the increased amount of capital invested in private equity funds and periods of high liquidity in debt markets, which may result in lower returns for the funds; and

•

our newly established funds may generate lower returns during the period that they take to deploy their capital; consequently, we do not provide return information for any funds which have not been actively investing capital for at least 24 months prior to the valuation date as we believe this information is not meaningful.

Finally, our private equity IRRs have historically varied greatly from fund to fund. For example, Fund IV has generated a 12% gross IRR and a 9% net IRR since its inception through June 30, 2012, while Fund V has generated a 61% gross IRR and a 44% net IRR since its inception through June 30, 2012. Accordingly, the IRR going forward for any current or future fund may vary considerably from the historical IRR generated by any particular fund, or for our private equity funds as a whole. Future returns will also be affected by the applicable risks, including risks of the industries and businesses in which a particular fund invests. See “Item 1A. Risk Factors—Risks Related to Our Businesses— The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our Class A shares”, in our Form 10-K for the year ended December 31, 2011 filed with the SEC on March 9, 2012.

Investment Record

Private Equity

The following table summarizes the investment record of certain of our private equity fund portfolios. All amounts are as of June 30, 2012, unless otherwise noted:


	Vintage Year		Committed Capital		Committed Capital Less Unfunded Commitments		Total Invested Capital		Realized		Unrealized ⁽¹⁾		Total Value		As of June 30, 2012						As of December 31, 2011
	Vintage Year		Committed Capital		Committed Capital Less Unfunded Commitments		Total Invested Capital		Realized		Unrealized ⁽¹⁾		Total Value		Gross IRR			Net IRR			Gross IRR			Net IRR
			(in millions)
ANRP ⁽²⁾		2012	$	802	$	206	$	187	$	—	$	180	$	180		NM	⁽²⁾		NM	⁽²⁾		N/A			N/A
Fund VII		2008		14,676		10,129		13,130		7,244		12,485		19,729		33	%		23	%		31	%		22	%
Fund VI		2006		10,136		9,066		11,797		5,194		10,345		15,539		9			8			6			5
Fund V		2001		3,742		3,742		5,192		11,155		1,747		12,902		61			44			61			44
Fund IV		1998		3,600		3,600		3,481		6,757		60		6,817		12			9			12			9
Fund III		1995		1,500		1,500		1,499		2,654		51		2,705		18			11			18			12
Fund I, II & MIA ⁽³⁾		1990/92		2,220		2,220		3,773		7,924		—		7,924		47			37			47			37

Totals			$	36,676	$	30,463	$	39,059	$	40,928	$	24,868	$	65,796		39	% ⁽⁴⁾		25	% ⁽⁴⁾		39	% ⁽⁴⁾		25	% ⁽⁴⁾

(1)	Figures include the market values, estimated fair value of certain unrealized investments and capital committed to investments.

(2)	Apollo Natural Resources Partners, L.P. (“ANRP”) commenced investing capital less than 24 months prior to the period indicated. Given the limited investment period and overall longer investment period for private equity funds, the return information was deemed not meaningful.

(3)

Fund I and Fund II were structured such that investments were made from either fund depending on which fund had available capital. We do not differentiate between Fund I and Fund II investments for purposes of performance figures because they are not meaningful on a separate basis and do not demonstrate the progression of returns over time. 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 of Apollo Global Management, LLC. As a result, Apollo Global Management, LLC did not receive the economics associated with these entities. The investment performance of these funds is presented to illustrate fund performance associated with our managing partners and other investment professionals.

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

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The following table summarizes the investment record for distressed investments made in our private equity fund portfolios since the Company’s inception. All amounts are as of June 30, 2012:


	Total Invested Capital		Total Value		Gross IRR ⁽¹⁾
	(in millions)
Distressed for Control	$	5,292	$	12,939		28.7	%
Non-Control Distressed		5,856		7,728		73.3	%

Total	$	11,148	$	20,667		49.1	%

Buyout Equity, Portfolio Company Debt and Other		27,911		45,129		32.1	%

Total	$	39,059	$	65,796		39	%

(1)	IRR information is presented gross and does not give effect to management fees, incentive compensation, certain other expenses and taxes.

The following tables provide additional detail on the composition of our Fund VII, Fund VI and Fund V private equity portfolios based on investment strategy. All amounts are as of June 30, 2012.

Fund VII


	Total Invested Capital		Total Value
	(in millions)
Buyout Equity	$	8,238	$	12,931
Other Credit & Classic Distressed		4,892		6,798

Total	$	13,130	$	19,729

Fund VI


	Total Invested Capital		Total Value
	(in millions)
Buyout Equity	$	9,027	$	10,765
Portfolio Company Debt		624		1,710
Other Credit & Classic Distressed		2,146		3,064

Total	$	11,797	$	15,539

Fund V


	Total Invested Capital		Total Value
	(in millions)
Buyout Equity	$	4,412	$	11,945
Classic Distressed		780		957

Total	$	5,192	$	12,902

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Capital Markets

The following table summarizes the investment record for certain funds with a defined maturity date and internal rate of return since inception, which is computed for the purposes of this table based on the actual dates of capital contributions, distributions and ending limited partners’ capital as of the specified date. All amounts are as of June 30, 2012, unless otherwise noted:


													As of June 30, 2012		As of December 31, 2011
	Strategy	Vintage Year	Committed Capital		Total Invested Capital		Realized		Unrealized ⁽¹⁾		Total Value		Gross IRR	Net IRR	Gross IRR	Net IRR
							(in millions)
ACRF II ⁽²⁾	Other	2012	$	85.2	$	59.7	$	0.6	$	60.6	$	61.2	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾
EPF II ⁽³⁾	Non-Performing Loan	2012		2,054.3		133.7		5.5		126.4		131.9	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾
FCI ⁽³⁾	Other	2012		558.8		321.4		10.3		318.1		328.4	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾
AESI ⁽³⁾⁽⁵⁾	Senior Credit Fund	2011		450.1		248.5		62.8		207.3		270.1	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾
AEC ⁽³⁾	Senior Credit Fund	2011		270.3		100.0		22.4		81.6		104.0	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾	NM ⁽⁴⁾
AIE II ⁽⁵⁾	Mezzanine Fund	2008		261.4		763.7		684.3		349.3		1,033.6	18.3%	14.5%	18.2%	14.2%
COF I	Senior Credit Fund	2008		1,484.9		1,611.3		1,158.4		2,180.9		3,339.3	27.0	24.2	25.0	22.4
COF II	Senior Credit Fund	2008		1,583.0		2,176.4		1,481.4		1,392.6		2,874.0	13.0	10.8	10.3	8.5
EPF I ⁽⁵⁾	Non-Performing Loan	2007		1,639.5		1,571.5		1,072.5		1,033.8		2,106.3	16.8	9.5	16.6	8.8
ACLF	Senior Credit Fund	2007		984.0		1,448.5		1,436.1		424.3		1,860.4	11.3	10.5	10.1	9.2
Artus	Senior Credit Fund	2007		106.6		190.1		39.0		170.6		209.6	4.2	4.0	3.6	3.4

Totals			$	9,478.1	$	8,624.8	$	5,973.3	$	6,345.5	$	12,318.8

(1)	Figures include the market values, estimated fair value of certain unrealized investments and capital committed to investments.

(2)	As part of the Stone Tower acquisition, Apollo acquired the manager of Apollo Structured Credit Recovery Master Fund II, Ltd. (“ACRF II”). Apollo became the manager of this fund upon completing the acquisition on April 2, 2012.

(3)

Apollo European Principal Finance Fund II, L.P. (“EPF II”), Financial Credit Investment I, L.P. (“FCI”), Apollo European Strategic Investment, L.P. (“AESI”) and Apollo European Credit Master Fund, L.P. (“AEC”) were established during 2011. FCI had its final capital raise in the first quarter of 2012, establishing its vintage year.

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

(5)	Fund is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.27 as of June 30, 2012.

The following table summarizes the investment record for certain funds with no maturity date, except AIE I which is winding down and is therefore expected to have a finite life. All amounts are as of June 30, 2012, unless otherwise noted:


					Net Return
	Strategy	Vintage Year	Current Net Asset Value as of June 30, 2012		Since Inception to June 30, 2012	For the Six Months Ended June 30, 2012	For the Six Months Ended June 30, 2011	Since Inception to December 31, 2011	For the Year Ended December 31, 2011
			(in millions)
ACSF ⁽²⁾	Other	2011	$	153.8	NM ⁽¹⁾	NM ⁽¹⁾	NM ⁽¹⁾	NM ⁽¹⁾	NM ⁽¹⁾
STCS ⁽²⁾	Other	2010		84.3	NM ⁽¹⁾	NM ⁽¹⁾	NM ⁽¹⁾	NM ⁽¹⁾	NM ⁽¹⁾
ACF ⁽²⁾	Other	2005		1,705.9	NM ⁽¹⁾⁽²⁾	NM ⁽¹⁾⁽²⁾	NM ⁽¹⁾⁽²⁾	NM ⁽¹⁾⁽²⁾	NM ⁽¹⁾⁽²⁾
ACSP ⁽¹⁾⁽³⁾	Senior Credit Fund	2012		176.4	NM ⁽¹⁾	NM ⁽¹⁾	N/A	NM ⁽¹⁾	NM ⁽¹⁾
AMTG ⁽¹⁾⁽⁴⁾	Other	2011		475.1	NM ⁽¹⁾	NM ⁽¹⁾	N/A	NM ⁽¹⁾	NM ⁽¹⁾
AFT ⁽¹⁾⁽⁵⁾	Senior Credit Fund	2011		284.0	NM ⁽¹⁾	NM ⁽¹⁾	NM ⁽¹⁾	NM ⁽¹⁾	NM ⁽¹⁾
AAOF	Distressed and Event Driven	2007		88.9	0.7%	(6.2)%	(1.9)%	7.4%	(7.3)%
SOMA ⁽⁶⁾	Distressed and Event Driven	2007		927.7	43.3	13.8	3.2	25.9	(10.5)
AIE I ⁽⁷⁾	Mezzanine Fund	2006		25.5	(56.7)	(13.4)	11.4	(50.0)	(4.4)
AINV ⁽⁸⁾	Mezzanine Fund	2004		1,683.0	42.5	6.2	6.0	34.1	(5.1)
Value Funds ⁽⁹⁾	Distressed and Event Driven	2003/2006		803.1	62.8	8.6	3.2	50.0	(9.6)

Totals			$	6,407.7

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

(2)

As part of the Stone Tower acquisition, Apollo acquired the manager of Apollo Credit Strategies Master Fund, Ltd. (“ACSF”), Stone Tower Credit Solutions Master Fund, Ltd. (“STCS”), and Apollo Credit Master Fund Ltd (“ACF”). This net IRR from inception for ACF was (14.4)%, which was primarily achieved during a period in which Apollo did not make the initial investment decisions. Apollo became manager of these funds upon completing the acquisition on April 2, 2012.

(3)	Apollo Centre Street Partnership, L.P. (“ACSP”) is a strategic investment account with $615.0 million of committed capital.

(4)	In July 2011, Apollo Residential Mortgage, Inc. (“AMTG”) completed its initial public offering raising approximately $203.0 million in net proceeds.

(5)	The Apollo Senior Floating Rate Fund Inc. (“AFT”) completed its initial public offering during the first quarter of 2011. Refer to www.agmfunds.com for the most recent financial information on AFT.

(6)	SOMA’s net asset value and returns are for the primary mandate, which follows similar strategies as the Value Funds and excludes SOMA’s investments in other Apollo funds.

(7)	Fund is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.27 as of June 30, 2012.

(8)	Net return for AINV represents net asset value return including reinvested dividends.

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(9)	Value Funds consist of Apollo Strategic Value Master Fund, L.P., together with its feeder funds Apollo Strategic Value Fund (“SVF”) and Apollo Value Investment Master Fund, L.P. (“VIF”).

Real Estate

The following table summarizes the investment record for certain funds with a defined maturity date and internal rate of return since inception, which for the purposes of this table is computed based on the actual dates of capital contributions, distributions and ending limited partners’ capital as of the specified date. All amounts are as of June 30, 2012, unless otherwise noted.


																		As of June 30, 2012		As of December 31, 2011
	Vintage Year	Raised Capital		Current Net Asset Value		Total Invested Capital			Realized			Unrealized ⁽¹⁾			Total Value			Gross IRR	Net IRR	Gross IRR	Net IRR
						(in millions)
AGRE U.S. Real Estate Fund, L.P ⁽²⁾⁽³⁾	2012	$	785.2	$	104.8	$	116.2		$	—		$	115.8		$	115.8		NM ⁽²⁾	NM ⁽²⁾	NM ⁽²⁾	NM ⁽²⁾
AGRE Debt Fund I, LP ⁽²⁾	2011		155.5		155.8		155.0			—			155.0			155.0		NM ⁽²⁾	NM ⁽²⁾	NM ⁽²⁾	NM ⁽²⁾
2011 A4 Fund, L.P. ⁽²⁾	2011		234.7		211.4		930.8			—			930.5			930.5		NM ⁽²⁾	NM ⁽²⁾	NM ⁽²⁾	NM ⁽²⁾
AGRE CMBS Fund, L.P.	2009		418.8		192.4		1,572.9			—			881.8			881.8		14.2%	11.9%	NM ⁽²⁾	NM ⁽²⁾
CPI Capital Partners North America ⁽⁴⁾	2006		600.0		131.6		451.4			227.7			113.2			340.9		N/A ⁽⁴⁾	N/A ⁽⁴⁾	N/A ⁽⁴⁾	N/A ⁽⁴⁾
CPI Capital Partners Asia Pacific ⁽⁴⁾	2006		1,291.6		390.8		1,103.9			1,052.5			378.0			1,430.5		N/A ⁽⁴⁾	N/A ⁽⁴⁾	N/A ⁽⁴⁾	N/A ⁽⁴⁾
CPI Capital Partners Europe ⁽⁴⁾⁽⁵⁾	2006		1,471.1		448.1		922.4			65.9			422.5			488.4		N/A ⁽⁴⁾	N/A ⁽⁴⁾	N/A ⁽⁴⁾	N/A ⁽⁴⁾
CPI Other	Various		3,151.7		1,058.1		N/A	⁽⁶⁾		N/A	⁽⁶⁾		N/A	⁽⁶⁾		N/A	⁽⁶⁾	N/A ⁽⁶⁾	N/A ⁽⁶⁾	N/A ⁽⁶⁾	N/A ⁽⁶⁾

Totals		$	8,108.6	$	2,693.0	$	5,252.6		$	1,346.1		$	2,996.8		$	4,342.9

(1)	Figures include estimated fair value of unrealized investments.

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

(3)

AGRE U.S. Real Estate Fund, L.P., a newly formed closed-end private investment fund that intends to make real estate-related investments principally located in the United States, held closings in January 2011, June 2011 and April 2012 for a total of $263.2 million in base capital commitments and $450 million in additional capital commitments. Additionally, there was $72.0 million of co-invest commitments raised for an investment in the first quarter of 2012, which is included in the figures in the table above.

(4)

As part of the CPI acquisition, Apollo acquired general partner interests in fully invested funds. The net IRRs from the inception of the respective fund to June 30, 2012 were (10.7)%, 5.4% and (15.1)% for the CPI Capital Partners North America, Asia Pacific and Europe funds, respectively. These net IRRs were primarily achieved during a period in which Apollo did not make the initial investment decisions and Apollo only became the general partner or manager of these funds upon completing the acquisition on November 12, 2010.

(5)	CPI Capital Partners Europe is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.27 as of June 30, 2012.

(6)

CPI Other consists of funds or individual investments of which we are not the general partner or manager and only receive fees pursuant to either a sub-advisory agreement or an investment management and administrative agreement. CPI Other fund performance is a result of invested capital prior to Apollo’s management of these funds. Return and certain other performance data is therefore not considered meaningful as we perform primarily an administrative role.

Apollo also manages Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI), which as of June 30, 2012 had total raised capital and total stockholders’ equity of $356.0 million and $341.3 million, respectively.

Performance information for our funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. An investment in our Class A shares is not an investment in any of our funds. The performance information reflected in this discussion and analysis is not indicative of the possible performance of our Class A shares and is also not necessarily indicative of the future results of any particular fund. There can be no assurance that our funds will continue to achieve, or that our future funds will achieve, comparable results.

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The following table provides a summary of the cost and fair value of our funds’ investments by segment:


	As of June 30, 2012		As of December 31, 2011		As of June 30, 2011
	(in millions)
Private Equity:
Cost	$	16,963	$	15,956	$	14,459
Fair Value		24,817		20,700		24,024

Capital Markets:
Cost		15,317		10,917		10,216
Fair Value		15,842		11,696		12,193

Real Estate:
Cost		4,103		4,791		4,110
Fair Value		3,677		4,344		3,528

Overview of Results of Operations

Revenues

Advisory and Transaction Fees from Affiliates. As a result of providing advisory services with respect to actual and potential private equity and capital markets 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 an advisory fee for advisory services provided to certain capital markets funds. In addition, monitoring fees are generated on certain special purpose vehicle investments. Under the terms of the limited partnership agreements for certain of our private equity and capital markets funds, the advisory and transaction fees earned are subject to a reduction of a percentage of such advisory and transaction fees (the “Management Fee Offsets”).

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

•

65%-68% for private equity funds gross advisory, transaction and other special fees;

•

65%-80% for certain capital markets funds gross advisory, transaction and other special fees; and

•

100% for certain other capital markets funds gross advisory, transaction and other special fees.

These offsets are reflected as a decrease in advisory and transaction fees from affiliates on our condensed consolidated statements of operations.

Additionally, in the normal course of business, the management companies incur certain costs related to private equity funds (and certain capital markets funds) transactions that are not consummated, or “broken deal costs.” A portion of broken deal costs related to certain of our private equity funds, up to the total amount of advisory and transaction fees, are reimbursed by the unconsolidated funds (through reductions of the Management Fee Offsets described above), except for Fund VII and certain of our capital markets funds which initially bear all broken deal costs and these costs are factored into the Management Fee Offsets.

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

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

As of June 30, 2012, approximately 72% of the fair value of our fund investments was determined using market-based valuation methods (i.e., reliance on broker or listed exchange quotes) and the remaining 28% was determined primarily by comparable company and industry multiples or discounted cash flow models. For our private equity, capital markets and real estate segments, the percentage determined using market-based valuation methods as of June 30, 2012 was 59%, 87% and 47%, respectively. See “Item 1A. Risk Factors—Risks Related to Our Businesses—Our private equity funds’ performance, and our performance, may be adversely affected by the financial performance of our portfolio companies and the industries in which our funds invest”, in our Form 10-K for the year ended December 31, 2011 filed with the SEC on March 29, 2012 for discussion regarding certain industry-specific risks that could affect the fair value of our private equity funds’ portfolio company investments.

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

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The table below presents an analysis of our (i) carried interest receivable as of June 30, 2012 and (ii) realized and unrealized carried interest (loss) income for our combined segments for the three and six months ended June 30, 2012:


	As of June 30, 2012			For the Three Months Ended June 30, 2012								For the Six Months Ended June 30, 2012
	Carried Interest Receivable			Unrealized Carried Interest Income (Loss)			Realized Carried Interest Income (Loss)		Total Carried Interest Income (Loss)			Unrealized Carried Interest Income (Loss)			Realized Carried Interest Income (Loss)		Total Carried Interest Income (Loss)
	(in millions)
Private Equity Funds:
Fund VII	$	770.7		$	14.0		$	26.6	$	40.6		$	301.9		$	51.2	$	353.1
Fund VI		—			(102.6	) ⁽²⁾		16.0		(86.6	)		(68.5	) ⁽²⁾		105.5		37.0
Fund V		184.2			47.6			—		47.6			59.2			—		59.2
Fund IV		13.2			(5.2	)		0.8		(4.4	)		(4.8	)		0.8		(4.0	)
Other (AAA, Stanhope)		22.5			8.5			—		8.5			0.5			8.0		8.5

Total Private Equity Funds		990.6			(37.7	)		43.4		5.7			288.3			165.5		453.8

Capital Markets Funds:
Distressed and Event-Driven Hedge Funds (Value Funds, SOMA, AAOF)		17.2			(27.4	) ⁽²⁾		—		(27.4	)		4.4	⁽²⁾		—		4.4
Mezzanine Funds (AIE II, AINV)		8.3			(0.8	)		9.2		8.4			4.9			18.8		23.7
Non-Performing Loan Fund (EPF I)		65.8			18.3			—		18.3			14.6			—		14.6
Senior Credit Funds (COF I/COF II, ACLF, AESI, CLOs) ⁽³⁾		190.4			(20.8	)		9.5		(11.3	)		89.6			33.3		122.9
Stone Tower Funds/ CLOs ⁽³⁾		24.9			18.1			0.5		18.6			18.1			0.5		18.6
Sub-Advisory Arrangements		2.2			(4.1	)		—		(4.1	)		—			2.2		2.2

Total Capital Markets Funds		308.8			(16.7	)		19.2		2.5			131.6			54.8		186.4

Real Estate Funds:
CPI Other		3.4			1.6			2.6		4.2			1.6			4.3		5.9

Total Real Estate Funds		3.4			1.6			2.6		4.2			1.6			4.3		5.9

Total	$	1,302.8	⁽¹⁾	$	(52.8	)	$	65.2	$	12.4		$	421.5		$	224.6	$	646.1

(1)	There was a corresponding profit sharing payable of $665.9 million as of June 30, 2012 that results in a net carried interest receivable amount of $636.9 million as of June 30, 2012.

(2)	See table summarizing the fair value gains on investments and income needed to generate carried interest for funds and the related general partner obligation to return previously distributed carried interest income.

(3)	Includes $13.7 million and $24.9 million of unrealized and $0.1 million and $0.2 million of realized carried interest income generated from consolidated CLOs which is eliminated in consolidation for the three and six months ended June 30, 2012, respectively.

As of June 30, 2012, the general partners of Fund IV, Fund V, Fund VII, AAA, the Value Funds, COF I, COF II, ACLF, AESI, EPF I, ACRF II, Apollo Structured Credit Recovery Master Fund I, Ltd. (“ACRF I”), ACSF, STCS, ACF, certain Stone Tower CLOs and certain Gulf Stream CLOs were accruing carried interest income because the fair value of the investments of certain investors in these funds is in excess of the investors’ cost basis and allocable share of expenses. As of June 30, 2012, Fund VII, Fund V and Fund IV were each above their hurdle rate of 8% and generating carried interest income. The investment manager of AINV accrues carried interest as it is realized. Additionally, COF I, COF II, ACLF, AESI, EPF I and ACRF II were each above their hurdle rates of 8.0%, 7.5%, 10.0%, 8.0%, 8.0% and 8.0%, respectively, and generating carried interest income.

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The general partners of certain of our distressed and event-driven hedge funds accrue carried interest when the fair value of investments exceeds the cost basis of the individual investors’ investments in the fund, including any allocable share of expenses incurred in connection with such investments. These high water marks are applied on an individual investor basis. All of our distressed and event-driven hedge funds have investors with various high water marks and are subject to market conditions and investment performance. As of June 30, 2012, approximately 29.4% of the limited partners’ capital in the Value Funds was generating carried interest income.

Carried interest income from our private equity funds and certain capital markets and real estate funds is subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative carried interest distributed from inception to date exceeds the amount computed as due to the general partner at the final distribution. General partner obligations relating to such contingent repayment, if applicable, are disclosed by fund in the table below and are included in Due to Affiliates on the condensed consolidated statements of financial condition. As of June 30, 2012, there were no such general partner obligations related to our real estate funds. Carried interest receivables are reported on a separate line item within the condensed consolidated statements of financial condition.

The following table summarizes our carried interest income since inception through June 30, 2012:


	Carried Interest Income Since Inception
	Undistributed by Fund and Recognized			Distributed by Fund and Recognized		Total Undistributed and Distributed by Fund and Recognized ⁽¹⁾		General Partner Obligation as of June 30, 2012 ⁽¹⁾		Maximum Carried Interest Income Subject to Potential Reversal ⁽²⁾
	(in millions)
Private Equity Funds:
Fund VII	$	770.7		$	375.4	$	1,146.1	$	—	$	994.6
Fund VI		—			230.1		230.1		143.8		—
Fund V		184.2			1,277.6		1,461.8		—		306.2
Fund IV		13.2			593.3		606.5		—		22.7
Other (AAA, Stanhope)		22.5			14.1		36.6		—		22.5

Total Private Equity Funds		990.6			2,490.5		3,481.1		143.8		1,346.0

Capital Markets Funds:
Distressed and Event-Driven Hedge Funds (Value Funds, SOMA, AAOF)		17.2			149.4		166.6		18.3		17.2
Mezzanine Funds (AIE II) ⁽³⁾		(0.1	)		24.8		24.7		—		24.8
Non-Performing Loan Fund EPF I		65.8			—		65.8		—		65.8
Senior Credit Funds (COF I/COF II, ACLF, AESI, CLOs)		204.1	⁽⁴⁾		152.1		356.2		—		356.2
Stone Tower Funds/CLOs		102.1	⁽⁴⁾		25.8		127.9		—		102.1
Sub-Advisory Arrangements		2.2			—		2.2		—		2.2

Total Capital Markets Funds		391.3			352.1		743.4		18.3		568.3

Real Estate Funds:
CPI Other		1.6			4.3		5.9		—		1.6

Total Real Estate Funds		1.6			4.3		5.9		—		1.6

Total	$	1,383.5		$	2,846.9	$	4,230.4	$	162.1	$	1,915.9

(1)

Amounts were computed based on the fair value of fund investments on June 30, 2012. As a result, carried interest income has been allocated to and recognized by the general partner. Based on the amount of carried interest income allocated, a portion is subject to potential reversal or has been reduced by the general partner obligation to return previously distributed carried interest income or fees at June 30, 2012. 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.

(2)

Represents the amount of carried interest income that would be reversed if remaining fund investments became worthless on June 30, 2012. Amounts subject to potential reversal of carried interest income include amounts undistributed by a fund (i.e., the carried interest receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes not subject to a general partner obligation to return previously distributed carried interest income, except for Fund IV which is gross of taxes.

(3)	Mezzanine Funds amounts exclude (i) AINV, as carried interest from this fund is not subject to contingent repayment and (ii) AIE I, as this fund is winding down.

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The following table summarizes the fair value gains on investments and income to reverse the general partner obligation to return previously distributed carried interest income based on the current fair value of the underlying funds’ investments as of June 30, 2012:


Fund	General Partner Obligation ⁽¹⁾		Fair Value of Investments as of June 30, 2012		Fair Value Gain on Investments and Income to Reverse General Partner Obligation ⁽²⁾
	(in millions)
Fund VI	$	143.8	$	10,345.0	$	440.0
SOMA		18.3		791.8		20.3

Total	$	162.1	$	11,136.8	$	460.3

(1)

Based upon a hypothetical liquidation as of June 30, 2012, Apollo has recorded a general partner obligation to return previously distributed carried interest income, which represents amounts due to this fund. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund.

(2)	The fair value gain on investments and income to reverse the general partner obligation is based on the life-to-date activity of the entire fund and assumes a hypothetical liquidation of the fund as of June 30, 2012.

Expenses

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

Our compensation arrangements with certain partners and employees contain a significant performance-based incentive component. Therefore, as our net revenues increase, our compensation costs also rise or can be lower when net revenues decrease. In addition, our compensation costs reflect the increased investment in people as we expand geographically and create new funds. All payments for services rendered by our Managing Partners prior to the 2007 Reorganization have been accounted for as partnership distributions rather than compensation and benefits expense. Refer to note 1 of our condensed consolidated financial statements for further discussion of the 2007 Reorganization. As a result, prior to the 2007 Reorganization, the condensed consolidated financial statements did not reflect compensation expense for services rendered by these individuals. Subsequent to the 2007 Reorganization, our Managing Partners were considered employees of Apollo. As such, payments for services made to these individuals, including the expense associated with AOG Units described below, have been recorded as compensation expense. The AOG Units were granted to the Managing Partners and Contributing Partners at the time of the Reorganization, as discussed in note 1 to our condensed consolidated financial statements.

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

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Salary expense for services rendered by our Managing Partners is limited to $100,000 per year. Additionally, our Managing Partners can receive other forms of compensation. In connection with the 2007 Reorganization, the Managing Partners and Contributing Partners received AOG Units with a vesting period of five to six years and certain employees were granted RSUs that typically have a vesting period of six years. Managing Partners, Contributing Partners and certain employees have also been granted AAA RDUs, or incentive units that provide the right to receive AAA RDUs, which both represent common units of AAA and generally vest over three years for employees and are fully-vested for Managing Partners and Contributing Partners on the grant date. In addition, ARI RSUs, ARI restricted stock and AMTG RSUs have been granted to the Company and certain employees in the real estate and capital markets segments and generally vest over three years. In addition, the Company granted share options to certain employees that generally vest and become exercisable in quarterly installments or annual installments depending on the contract terms over the next two to six years. Refer to note 11 to our condensed consolidated financial statements for further discussion of AOG Units and other equity-based compensation.

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

Other Income (Loss)

Net Gains (Losses) from Investment Activities. The performance of the consolidated Apollo funds has impacted our net gains (losses) from investment activities. Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in our investment portfolio between the opening balance sheet date and the closing balance sheet 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.

Interest Income. The Company recognizes security transactions on the trade date. Interest income is recognized as earned on an accrual basis. Discounts and premiums on securities purchased are accreted or amortized over the life of the respective securities using the effective interest method.

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Income Taxes . The Apollo Operating Group and its subsidiaries continue to generally operate in the U.S. as partnerships for U.S. Federal income tax purposes and generally as corporate entities in non-U.S. jurisdictions. Accordingly, these entities in some cases are subject to New York City unincorporated business tax, or in the case of non-U.S. entities, to non-U.S. corporate income taxes. In addition, APO Corp., a wholly-owned subsidiary of the Company, is subject to U.S. Federal, state and local corporate income tax, and the Company’s provision for income taxes is accounted for in accordance with U.S. GAAP.

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

Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the condensed consolidated statements of financial condition. These temporary differences result in taxable or deductible amounts in future years.

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 primarily includes the 65.5% ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings and other ownership interests in consolidated entities, which primarily consist of the approximate 97% ownership interest held by limited partners in AAA as of June 30, 2012. Non-Controlling Interests also include limited partner interests of Apollo managed funds in certain consolidated VIEs.

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

On January 1, 2010, the Company adopted amended consolidation guidance issued by FASB on issues related to VIEs. The amended guidance significantly affects the overall consolidation analysis, changing the approach taken by companies in identifying which entities are VIEs and in determining which party is the primary beneficiary. The amended guidance requires continuous assessment of the reporting entity’s involvement with such VIEs. The amended guidance also enhances the disclosure requirements for a reporting entity’s involvement with VIEs, including presentation on the condensed consolidated statements of financial condition of assets and liabilities of consolidated VIEs that meet the separate presentation criteria and disclosure of assets and liabilities recognized in the condensed consolidated statements of financial condition and the maximum exposure to loss for those VIEs in which a reporting entity is determined to not be the primary beneficiary but in which it has a variable interest. The guidance provides a limited scope deferral for a reporting entity’s interest in an entity that meets all of the following conditions: (a) the entity has all the attributes of an investment company as defined under the AICPA Audit and Accounting Guide, Investment Companies, or does not have all the attributes of an investment company but is an entity for which it is acceptable based on industry practice to apply measurement principles that are consistent with the AICPA Audit and Accounting Guide, Investment Companies , (b) the reporting entity does not have explicit or implicit obligations to fund any losses of the entity that could potentially be significant to the entity and (c) the entity is not a securitization entity, asset-backed financing

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entity or an entity that was formerly considered a qualifying special-purpose entity. The reporting entity is required to perform a consolidation analysis for entities that qualify for the deferral in accordance with previously issued guidance on variable interest entities. Apollo’s involvement with the funds it manages is such that all three of the above conditions are met with the exception of certain vehicles which fail condition (c) above. As previously discussed, the incremental impact of adopting the amended consolidation guidance has resulted in the consolidation of certain VIEs managed by the Company. Additional disclosures related to Apollo’s involvement with VIEs are presented in note 5 to our condensed consolidated financial statements.

Results of Operations

Below is a discussion of our condensed consolidated results of operations for the three and six months ended June 30, 2012 and 2011, respectively. For additional analysis of the factors that affected our results at the segment level, refer to “—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
	2012			2011			Amount Change			Percentage Change			2012			2011			Amount Change			Percentage Change
	(in thousands)
Revenues:
Advisory and transaction fees from affiliates	$	69,777		$	23,556		$	46,221			196.2	%	$	97,013		$	42,972		$	54,041			125.8	%
Management fees from affiliates		143,326			121,187			22,139			18.3			270,504			239,337			31,167			13.0
Carried interest (loss) income from affiliates		(1,475	)		164,133			(165,608	)		NM			620,854			722,909			(102,055	)		(14.1	)

Total Revenues		211,628			308,876			(97,248	)		(31.5	)		988,371			1,005,218			(16,847	)		(1.7	)

Expenses:
Compensation and benefits:
Equity-based compensation		142,114			287,358			(145,244	)		(50.5	)		290,980			570,965			(279,985	)		(49.0	)
Salary, bonus and benefits		74,948			64,286			10,662			16.6			140,019			136,355			3,664			2.7
Profit sharing expense		19,851			70,733			(50,882	)		(71.9	)		268,875			287,818			(18,943	)		(6.6	)
Incentive fee compensation		(27	)		(3,594	)		3,567			99.2			8			6,565			(6,557	)		(99.9	)

Total Compensation and Benefits		236,886			418,783			(181,897	)		(43.4	)		699,882			1,001,703			(301,821	)		(30.1	)
Interest expense		10,567			10,327			240			2.3			21,947			21,209			738			3.5
Professional fees		16,832			12,992			3,840			29.6			28,359			30,353			(1,994	)		(6.6	)
General, administrative and other		23,575			22,502			1,073			4.8			42,782			39,109			3,673			9.4
Placement fees		8,131			575			7,556			NM			9,052			1,114			7,938			NM
Occupancy		8,990			7,925			1,065			13.4			17,716			15,151			2,565			16.9
Depreciation and amortization		11,981			6,902			5,079			73.6			20,454			12,948			7,506			58.0

Total Expenses		316,962			480,006			(163,044	)		(34.0	)		840,192			1,121,587			(281,395	)		(25.1	)

Other Income:
Net (losses) gains from investment activities		(28,214	)		63,311			(91,525	)		NM			129,494			221,240			(91,746	)		(41.5	)
Net gains (losses) from investment activities of consolidated variable interest entities		31,763			(12,369	)		44,132			NM			15,562			4,719			10,843			229.8
(Loss) income from equity method investments		(839	)		5,370			(6,209	)		NM			42,412			27,196			15,216			55.9
Interest income		2,202			612			1,590			259.8			3,816			870			2,946			338.6
Other income, net		1,945,549			13,111			1,932,438			NM			1,951,365			21,174			1,930,191			NM

Total Other Income		1,950,461			70,035			1,880,426			NM			2,142,649			275,199			1,867,450			NM

Income (loss) before income tax provision		1,845,127			(101,095	)		1,946,222			NM			2,290,828			158,830			2,131,998			NM
Income tax provision		(10,650	)		(3,550	)		(7,100	)		(200.0	)		(25,210	)		(12,370	)		(12,840	)		(103.8	)

Net Income (Loss)		1,834,477			(104,645	)		1,939,122			NM			2,265,618			146,460			2,119,158			NM
Net (income) loss attributable to Non-Controlling Interests		(1,875,863	)		53,656			(1,929,519	)		NM			(2,208,961	)		(159,293	)		(2,049,668	)		NM

Net (Loss) Income Attributable to Apollo Global Management, LLC	$	(41,386	)	$	(50,989	)	$	9,603			18.8	%	$	56,657		$	(12,833	)	$	69,490			NM

“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.

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Revenues

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

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Advisory and transaction fees from affiliates, including directors’ fees and reimbursed broken deal costs, increased by $46.2 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This increase was primarily attributable to an increase in advisory and transaction fees in the private equity and capital markets segments of $43.6 million and $2.3 million, respectively. During the three months ended June 30, 2012, gross and net advisory fees, including directors’ fees, were $40.8 million and $19.4 million, respectively, and gross and net transaction fees were $80.8 million and $51.5 million, respectively. During the three months ended June 30, 2011, gross and net advisory fees, including directors’ fees, were $38.0 million and $16.0 million, respectively, and gross and net transaction fees were $12.6 million and $8.9 million, respectively. The net transaction and advisory fees were further offset by $1.1 million and $1.3 million in broken deal costs during the three months ended June 30, 2012 and 2011, respectively, primarily relating to Fund VII. Advisory and transaction fees are reported net of Management Fee Offsets as calculated under the terms of the respective limited partnership agreements. See “—Overview of Results of Operations—Revenues—Advisory and Transaction Fees from Affiliates” for a summary that addresses how the Management Fee Offsets are calculated for each fund.

Management fees from affiliates increased by $22.1 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to an increase in management fees earned by our capital markets, private equity and real estate segments by $28.3 million, $3.7 million and $3.2 million, respectively, as a result of corresponding increases in the net assets managed and fee-generating invested capital with respect to these segments during the period as compared to the same period in 2011. Part of the increase in management fees earned from capital markets was attributable to $13.1 million of fees earned from consolidated VIEs which are included in the capital markets segment results but were eliminated in consolidation.

Carried interest income from affiliates decreased by $165.6 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. Carried interest income from affiliates is driven by investment gains and losses of unconsolidated funds. During the three months ended June 30, 2012, there was $(66.5) million and $65.0 million of unrealized and realized carried interest (loss) income, respectively, which resulted in total carried interest (loss) from affiliates of $(1.5) million. During the three months ended June 30, 2011, there was $(25.7) million and $189.8 million of unrealized and realized carried interest (loss) income, respectively, which resulted in total carried interest income from affiliates of $164.1 million. The $124.8 million decrease in realized carried interest income was attributable to decreased dispositions along with lower interest and dividend distributions from portfolio investments held by certain of our capital markets, private equity and real estate funds primarily by Fund IV and Fund VI, which had decreased realized carried interest income of $111.6 million and $28.0 million, respectively, partially offset by Fund VII and COF I, which had increased realized carried interest income of $11.6 million and $4.7 million, respectively, during the period. The $40.8 million decrease in unrealized carried interest income was driven by declines in the fair value of portfolio investments held by certain of our private equity and capital markets funds, primarily by Fund VI, COF I, SOMA and EPF I, which had decreased unrealized carried interest income of $113.0 million, $20.7 million, $17.8 million and $8.8 million, respectively, partially offset by Fund IV, Fund V and COF II, which had increased unrealized carried interest income of $81.1 million, $33.2 million and $7.9 million, respectively, during the period. Included in the change in unrealized carried interest income is reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $102.6 million and $18.3 million for Fund VI and SOMA, respectively, during the three months ended June 30, 2012 as compared to the same period in 2011.

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Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Advisory and transaction fees from affiliates, including directors’ fees and reimbursed broken deal costs increased by $54.0 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This increase was primarily attributable to an increase in advisory and transaction fees in the private equity segment of $54.4 million during the period. During the six months ended June 30, 2012, gross and net advisory fees, including directors’ fees, were $79.6 million and $34.5 million, respectively, and gross and net transaction fees were $113.5 million and 63.9 million, respectively. During the six months ended June 30, 2011, gross and net advisory fees, including directors’ fees, were $70.4 million and $28.3 million, respectively, and gross and net transaction fees were $32.8 million and $17.2 million, respectively. The net transaction and advisory fees were further offset by $1.4 million and $2.5 million in broken deal costs during the six months ended June 30, 2012 and 2011, respectively, primarily relating to Fund VII. Advisory and transaction fees are reported net of Management Fee Offsets as calculated under the terms of the respective limited partnership agreements.

Management fees from affiliates increased by $31.2 million for the six months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to an increase in management fees earned by our capital markets, private equity and real estate segments by $37.6 million, $5.2 million and $4.3 million, respectively, as a result of corresponding increases in the net assets managed and fee-generating invested capital with respect to these segments during the period as compared to the same period in 2011. Part of the increase in management fees earned from capital markets was attributable to $15.9 million of fees earned from consolidated VIEs which are included in the capital markets segment results but were eliminated in consolidation.

Carried interest income from affiliates decreased by $102.1 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. Carried interest income from affiliates is driven by investment gains and losses of unconsolidated funds. During the six months ended June 30, 2012, there was $396.6 million and $224.3 million of unrealized and realized carried interest income, respectively, which resulted in total carried interest income of $620.9 million. During the six months ended June 30, 2011, there was $385.6 million and $337.3 million of unrealized and realized carried interest income, respectively, which resulted in total carried interest income from affiliates of $722.9 million. The $113.0 million decrease in realized carried interest income was attributable to decreased dispositions along with lower interest and dividend distributions from portfolio investments held by certain of our capital markets and private equity funds, primarily by Fund IV and Fund VII and Fund V, which had decreased realized carried interest income of $111.6 million, $38.4 million and $24.9 million, respectively, partially offset by Fund VI , COF I and AAA, which had increased realized carried interest income of $42.4 million, $10.4 million and $8.0 million, respectively, during the six months ended June 30, 2012 as compared to the same period in 2011. The $11.0 million increase in unrealized carried interest income was driven by increases in the fair value of portfolio investments held by certain of our capital markets and private equity funds, primarily by Fund VII and V, which had increased unrealized carried interest income of $205.1 million and $56.6 million, respectively, partially offset by Fund VI, which had decreased unrealized carried interest income of $254.5 million during the period. Included in the change in unrealized carried interest income is reversal of previously realized carried interest income due to general partner obligation to return previously distributed carried interest income of $68.5 million and $0.2 million for Fund VI and SOMA, respectively, during the six months ended June 30, 2012 as compared to the same period in 2011.

Expenses

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Compensation and benefits decreased by $181.9 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to a reduction of equity-based compensation by $145.2 million, specifically the amortization of AOG Units decreased by $142.0 million due to the expiration of the vesting period for certain Managing Partners, along with a decrease in equity-based compensation relating to RSUs and share options of $3.6 million due to additional grants during the three months ended June 30, 2011. In addition, profit sharing expense decreased by $50.9 million driven by a decrease in unrealized and realized carried interest income earned from our private equity and capital markets funds during the period. These decreases were partially offset by an increase in salary, bonus and benefits expense and incentive fee compensation expense of $10.7 million and $3.6 million, respectively, due to an increase in headcount during the period, including new hires related to the Company’s April 2012 acquisition of Stone Tower. Refer to note 3 to our condensed consolidated financial statements for further discussion of the Stone Tower acquisition.

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The Company intends to, over time, seek to more directly tie compensation of its professionals to realized performance of the Company’s business, which will likely result in greater variability in compensation. As previously disclosed, in June 2011, the Company adopted a performance based incentive arrangement (the “Incentive Pool”) whereby certain partners and employees earned discretionary compensation based on carried interest realizations earned by the Company during the year, which amounts are reflected as profit sharing expense in the Company’s condensed consolidated financial statements. The Company adopted the Incentive Pool to attract and retain, and provide incentive to, partners and employees of the Company and to more closely align the overall compensation of partners and employees with the overall realized performance of the Company. Allocations to the Incentive Pool and to its participants contain both a fixed and a discretionary component and may vary year-to-year depending on the overall realized performance of the Company and the contributions and performance of each participant. There is no assurance that the Company will continue to compensate individuals through performance-based incentive arrangements in the future and there may be periods when the Executive Committee of the Company’s manager determines that allocations of realized carried interest income are not sufficient to compensate individuals, which may result in an increase in profit sharing expense.

Professional fees increased by $3.8 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was attributable to higher external accounting, tax, audit, legal and consulting fees incurred during the three months ended June 30, 2012, as compared to the same period in 2011.

General, administrative and other expenses increased by $1.1 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to increased travel, information technology, recruiting and other expenses incurred associated with the launch of our new funds and continued expansion of our global investment platform during the three months ended June 30, 2012 as compared to the same period in 2011.

Placement fees increased by $7.6 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. Placement fees are incurred in connection with the raising of capital for new and existing funds. The fees are normally payable to placement agents, who are third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors. This change was primarily attributable to increased fundraising efforts during the period in connection with our capital markets funds, primarily EPF II, which incurred $6.8 million of placement fees during the three months ended June 30, 2012.

Occupancy expense increased by $1.1 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to additional expenses incurred from additional office space leased as a result of the increase in our headcount to support the expansion of our global investment platform during the three months ended June 30, 2012 as compared to the same period in 2011.

Depreciation and amortization expense increased by $5.1 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to increased amortization due to amortization of intangible assets acquired subsequent to June 30, 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Compensation and benefits decreased by $301.8 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to a reduction of equity-based compensation by $280.0 million, specifically the amortization of AOG Units decreased by $284.0 million due to the expiration of the vesting period for certain Managing Partners, partially offset by an increase in equity-based compensation relating to RSUs and share options of $3.5 million due to additional grants subsequent to June 30, 2011. In addition, profit sharing expense decreased by $18.9 million driven by a decrease in unrealized and realized carried interest income from our private equity and capital markets funds during the period. Furthermore, incentive fee compensation decreased by $6.6 million due to the performance of certain capital markets funds during the period. These decreases were partially offset by an increase in salary, bonus and benefits expense of $3.7 million due to severance

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payments along with an increase in headcount during the period, including new hires related to the Company’s April 2012 acquisition of Stone Tower. Refer to note 3 to our condensed consolidated financial statements for further discussion of the Stone Tower acquisition.

Professional fees decreased by $2.0 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was attributable to lower external accounting, tax, audit, legal and consulting fees incurred during the six months ended June 30, 2012, as compared to the same period in 2011 when the Company incurred incremental costs related to its initial public offering.

General, administrative and other expenses increased by $3.7 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to increased travel, information technology, recruiting and other expenses incurred associated with the launch of our new funds and continued expansion of our global investment platform during the six months ended June 30, 2012 as compared to the same period in 2011.

Placement fees increased by $7.9 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. Placement fees are incurred in connection with the raising of capital for new and existing funds. The fees are normally payable to placement agents, who are third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors. This change was primarily attributable to increased fundraising efforts during the period in connection with our capital markets funds, primarily EPF II, which incurred $6.8 million of placement fees during the six months ended June 30, 2012.

Occupancy expense increased by $2.6 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to additional expenses incurred from additional office space leased as a result of the increase in our headcount to support the expansion of our global investment platform during the six months ended June 30, 2012 as compared to the same period in 2011.

Depreciation and amortization expense increased by $7.5 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to increased amortization expense due to amortization of intangible assets acquired subsequent to June 30, 2011.

Other Income (Loss)

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Net (losses) gains from investment activities changed by $91.5 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to a $76.2 million decrease in net unrealized gains related to changes in the fair value of AAA Investments’ portfolio investments during the period. In addition, there was a $15.3 million unrealized loss related to the change in the fair value of the investments in HFA, which is valued on an as converted basis taking into consideration the underlying stock price, during the three months ended June 30, 2012 as compared to the same period in 2011.

Net (losses) gains from investment activities of consolidated VIEs changed by $44.1 million during the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to higher net realized and unrealized gains (losses) relating to an increase in the fair values of investments held by the consolidated VIEs of $1.1 million along with higher interest and other income of $161.0 million during the period. These decreases were partially offset by a change in net realized and unrealized gains (losses) relating to the debt held by the consolidated VIEs of $(17.3) million, along with an increase in other expenses of $98.5 million during the three months ended June 30, 2012 as compared to the same period in 2011.

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(Loss) income from equity method investments changed by $6.2 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily driven by changes in the fair values of certain Apollo funds in which the Company has a direct interest. Fund VII, COF I, and EPF I had the most significant impact and together generated $2.6 million of loss from equity method investments during the three months ended June 30, 2012 as compared to $5.0 million of income from equity method investments during the three months ended June 30, 2011, resulting in a net decrease of $7.6 million. Refer to note 4 to our condensed consolidated financial statements for a complete summary of income (loss) from equity method investments by fund for the three months ended June 30, 2012 and 2011.

Other income, net increased by $1,932.4 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to the bargain purchase gain related to Stone Tower. Refer to note 3 to our condensed consolidated financial statements for further discussion of the Stone Tower acquisition.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Net (losses) gains from investment activities changed by $91.7 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to a $62.6 million decrease in net unrealized gains related to changes in the fair value of AAA Investments’ portfolio investments during the period. In addition, there was a $29.8 million unrealized loss related to the change in the fair value of the investments in HFA which is on an as converted basis taking into consideration the underlying stock price partially offset by $0.6 million of net unrealized and realized gains related to changes in the fair value of portfolio investments of Apollo Senior Loan Fund during the six months ended June 30, 2012 as compared to the same period in 2011.

Net gains from investment activities of consolidated VIEs increased by $10.8 million during the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to higher net realized and unrealized gains (losses) relating to an increase in the fair values of investments held by the consolidated VIEs of $54.1 million along with higher interest and other income of $191.9 million during the period. These decreases were partially offset by a change in net realized and unrealized gains (losses) relating to the debt held by the consolidated VIEs of $(97.7) million, along with an increase in other (expenses) of $137.4 million during the six months ended June 30, 2012 as compared to the same period in 2011.

Income from equity method investments increased by $15.2 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily driven by changes in the fair values of certain Apollo funds in which the Company has a direct interest. Fund VII, COF I, COF II and ACLF had the most significant impact and together generated $35.3 million of income from equity method investments during the six months ended June 30, 2012 as compared to $19.5 million of income from equity method investments during the six months ended June 30, 2011, resulting in a net increase of $15.8 million. Refer to note 4 to our condensed consolidated financial statements for a complete summary of income (loss) from equity method investments by fund for the six months ended June 30, 2012 and 2011.

Other income, net increased by $1,930.2 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to the bargain purchase gain related to Stone Tower. Refer to note 3 to our condensed consolidated financial statements for further discussion of the Stone Tower acquisition.

Income Tax Provision

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

The income tax provision increased by $7.1 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. As discussed in note 8 to our condensed consolidated financial statements, the Company’s income tax provision primarily relates to the earnings generated by APO Corp., a wholly-owned subsidiary of Apollo Global Management, LLC that is subject to U.S. federal, state and local taxes. APO Corp. had income before taxes of $15.3 million and $7.4 million for the three months ended June 30, 2012 and 2011, respectively, after adjusting for permanent tax differences. The $7.9 million change in income before taxes resulted in increased federal, state and local taxes of $3.8 million

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during the period utilizing a marginal corporate tax rate, along with an increase of $3.3 million related to the income tax provision for New York City Unincorporated Business Tax (“NYC UBT”) and taxes on foreign subsidiaries.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

The income tax provision increased by $12.8 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. As discussed in note 8 to our condensed consolidated financial statements, the Company’s income tax provision primarily relates to the earnings generated by APO Corp., a wholly-owned subsidiary of Apollo Global Management, LLC that is subject to U.S. federal, state and local taxes. APO Corp. had income before taxes of $51.0 million and $26.8 million for the six months ended June 30, 2012 and 2011, respectively, after adjusting for permanent tax differences. The $24.2 million change in income before taxes resulted in increased federal, state and local taxes of $10.1 million during the period utilizing a marginal corporate tax rate, along with an increase of $2.7 million related to the income tax provision for NYC UBT and taxes on foreign subsidiaries.

Non-Controlling Interests

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


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
AAA ⁽¹⁾	$	17,721		$	(59,077	)	$	(132,441	)	$	(195,302	)
Interest in management companies and a co-investment vehicle ⁽²⁾		(2,366	)		(1,596	)		(2,200	)		(5,234	)
Other consolidated entities		6,892			(54	)		6,892			(14,350	)

Net loss (income) attributable to Non-Controlling Interests in consolidated entities		22,247			(60,727	)		(127,749	)		(214,886	)
Net (income) loss attributable to Appropriated Partners’ Capital ⁽³⁾		(1,962,947	)		12,423			(1,932,653	)		9,631
Net loss (income) attributable to Non-Controlling Interests in the Apollo Operating Group		64,837			101,960			(148,559	)		45,962

Net (income) loss attributable to Non-Controlling Interests		(1,875,863	)		53,656			(2,208,961	)		(159,293	)
Net income (loss) attributable to Appropriated Partners’ Capital ⁽⁴⁾		1,962,947			(12,423	)		1,932,653			(9,631	)
Other Comprehensive Income attributable to Non-Controlling Interests		(801	)		(1,146	)		(2,010	)		(2,399	)

Comprehensive Loss (Income) Attributable to Non-Controlling Interests	$	86,283		$	40,087		$	(278,318	)	$	(171,323	)

(1)

(2)	Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of our capital markets management entities and a private equity co-invest vehicle.

(3)	Reflects net (income) loss of the consolidated CLOs classified as VIEs. Includes the bargain purchase gain from the Stone Tower acquisition of $1,951.2 million for the three and six months ended June 30, 2012.

(4)	Appropriated Partners’ Capital is included in total Apollo Global Management, LLC shareholders’ equity and is therefore not a component of comprehensive (income) loss attributable to non-controlling interest on the condensed consolidated statements of comprehensive (loss) income.

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Initial Public Offering —On April 4, 2011, the Company completed the initial public offering (“IPO”) of its Class A shares, representing limited liability company interests of the Company. Apollo Global Management, LLC received net proceeds from the IPO of approximately $382.5 million, which were used to acquire additional AOG Units. As a result, Holdings’ ownership interest in the Apollo Operating Group decreased from 70.7% to 66.5% and the Company's ownership interest increased from 29.3% to 33.5%. As such, the difference between the fair value of the consideration paid for the Apollo Operating Group level ownership interest and the book value on the date of the IPO is reflected in Additional Paid in Capital.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Net income (loss)	$	1,834,477		$	(104,645	)	$	2,265,618		$	146,460
Net (income) attributable to Non-Controlling Interests in consolidated entities and appropriate partners’ capital		(1,940,700	)		(48,304	)		(2,060,402	)		(205,255	)

Net (loss) income after Non-Controlling Interests in consolidated entities and appropriated partners’ capital		(106,223	)		(152,949	)		205,216			(58,795	)
Adjustments:
Income tax provision ⁽¹⁾		10,650			3,550			25,210			12,370
NYC UBT and foreign tax provision ⁽²⁾		(3,911	)		(568	)		(5,332	)		(2,681	)
Net loss (income) in non-Apollo Operating Group entities		206			(4,525	)		404			(26,779	)

Total adjustments		6,945			(1,543	)		20,282			(17,090	)

Net (loss) income after adjustments		(99,278	)		(154,492	)		225,498			(75,885	)
Approximate ownership percentage of Apollo Operating Group ⁽³⁾		65.5	%		66.5	%		65.5	%		68.7	%

Net (loss) income attributable to Non-Controlling Interests in Apollo Operating Group	$	(64,837	)	$	(101,960	)	$	148,559		$	(45,962	)

(1)

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

(2)

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

(3)

This amount is calculated by applying the weighted average ownership percentage range of approximately 65.5% during the three and six months ended June 30, 2012, respectively, and approximately 66.5% and 68.7% during the three and six months ended June 30, 2011, respectively, to the condensed consolidated net income (loss) of the Apollo Operating Group before a corporate income tax provision and after allocations to the Non-Controlling Interests in consolidated entities.

Segment Analysis

Discussed below are our results of operations for each of our reportable segments. They represent the segment information available and utilized by our executive management, which consists of our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. Management divides its operations into three reportable segments: private equity, capital markets and real estate. These segments were established based on the nature of investment activities in each fund, including the specific type of investment made, the frequency of trading, and the level of control over the investment. Segment results do not consider consolidation of funds, non-cash charges related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units, income taxes, amortization of intangibles associated with the 2007 Reorganization and acquisitions and Non-Controlling Interests with the exception of allocations of income to certain individuals.

In addition to providing the financial results of our three reportable business segments, we further evaluate our individual reportable segments based on what we refer to as our Management Business and Incentive Business. Our Management Business is generally characterized by the predictability of its financial metrics, including revenues and expenses. The Management Business includes management fee revenues, advisory and transaction revenues, carried interest income from certain of our mezzanine funds and expenses, each of which we believe are more stable in nature. The financial performance of our Incentive Business is partially dependent upon quarterly mark-to-market unrealized valuations in accordance with U.S. GAAP guidance applicable to fair value measurements. The Incentive Business

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includes carried interest income, income from equity method investments and profit sharing expense that are associated with our general partner interests in the Apollo funds, which are generally less predictable and more volatile in nature.

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

Private Equity

The following tables set forth our segment statement of operations information and our supplemental performance measure, ENI, for our private equity segment for the three and six months ended June 30, 2012 and 2011, respectively. ENI represents segment income (loss), excluding the impact of (i) non-cash charges related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units, (ii) income taxes, (iii) amortization of intangibles associated with the 2007 Reorganization and acquisitions and (iv) Non-Controlling Interest with the exception of allocations of income to certain individuals. In addition, segment data excludes the assets, liabilities and operating results of the Apollo funds and consolidated VIEs that are included in the condensed consolidated financial statements. ENI is not a U.S. GAAP measure.


	For the Three Months Ended June 30, 2012									For the Three Months Ended June 30, 2011
	Management			Incentive			Total			Management		Incentive			Total
	(in thousands)
Private Equity:
Revenues:
Advisory and transaction fees from affiliates	$	65,114		$	—		$	65,114		$	21,545	$	—		$	21,545
Management fees from affiliates		69,158			—			69,158			65,465		—			65,465
Carried interest income (loss) from affiliates:
Unrealized losses ⁽¹⁾		—			(37,693	)		(37,693	)		—		(32,397	)		(32,397	)
Realized gains		—			43,378			43,378			—		171,383			171,383

Total Revenues		134,272			5,685			139,957			87,010		138,986			225,996

Expenses:
Compensation and Benefits:
Equity compensation		7,405			—			7,405			7,472		—			7,472
Salary, bonus and benefits		37,792			—			37,792			27,788		—			27,788
Profit sharing expense		—			13,858			13,858			—		59,884			59,884

Total compensation and benefits		45,197			13,858			59,055			35,260		59,884			95,144
Other expenses		23,876			—			23,876			26,663		—			26,663

Total Expenses		69,073			13,858			82,931			61,923		59,884			121,807

Other Income (Loss):
Income from equity method investments		—			1,845			1,845			—		4,552			4,552
Other (loss) income, net		(3,202	)		—			(3,202	)		3,681		—			3,681

Total Other (Loss) Income		(3,202	)		1,845			(1,357	)		3,681		4,552			8,233

Economic Net Income (Loss)	$	61,997		$	(6,328	)	$	55,669		$	28,768	$	83,654		$	112,422

(1)

Included in unrealized carried interest income (loss) from affiliates is reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $102.6 million with respect to Fund VI for the three months ended June 30, 2012. The general partner obligation is recognized based upon a hypothetical liquidation of the funds’ net assets as of June 30, 2012. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.

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	For the Six Months Ended June 30, 2012						For the Six Months Ended June 30, 2011
	Management		Incentive		Total		Management		Incentive		Total
	(in thousands)
Private Equity:
Revenues:
Advisory and transaction fees from affiliates	$	90,994	$	—	$	90,994	$	36,642	$	—	$	36,642
Management fees from affiliates		136,155		—		136,155		130,981		—		130,981
Carried interest income from affiliates:
Unrealized gains ⁽¹⁾		—		288,279		288,279		—		290,733		290,733
Realized gains		—		165,448		165,448		—		289,948		289,948

Total Revenues		227,149		453,727		680,876		167,623		580,681		748,304

Expenses:
Compensation and Benefits:
Equity compensation		15,172		—		15,172		14,628		—		14,628
Salary, bonus and benefits		68,585		—		68,585		65,596		—		65,596
Profit sharing expense		—		218,141		218,141		—		252,031		252,031

Total compensation and benefits		83,757		218,141		301,898		80,224		252,031		332,255
Other expenses		44,667		—		44,667		50,190		—		50,190

Total Expenses		128,424		218,141		346,565		130,414		252,031		382,445

Other Income:
Income from equity method investments		—		32,451		32,451		—		20,343		20,343
Other income, net		69		—		69		8,805		—		8,805

Total Other Income		69		32,451		32,520		8,805		20,343		29,148

Economic Net Income	$	98,794	$	268,037	$	366,831	$	46,014	$	348,993	$	395,007

(1)

Included in unrealized carried interest income from affiliates is reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $68.5 million with respect to Fund VI for the six months ended June 30, 2012. The general partner obligation is recognized based upon a hypothetical liquidation of the funds’ net assets as of June 30, 2012. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.


	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	2012			2011			Amount Change			Percentage Change			2012		2011		Amount Change			Percentage Change
	(in thousands)
Private Equity:
Revenues:
Advisory and transaction fees from affiliates	$	65,114		$	21,545		$	43,569			202.2	%	$	90,994	$	36,642	$	54,352			148.3	%
Management fees from affiliates		69,158			65,465			3,693			5.6			136,155		130,981		5,174			4.0
Carried interest income (loss) from affiliates:
Unrealized (losses) gains ⁽¹⁾		(37,693	)		(32,397	)		(5,296	)		16.3			288,279		290,733		(2,454	)		(0.8	)
Realized gains		43,378			171,383			(128,005	)		(74.7	)		165,448		289,948		(124,500	)		(42.9	)

Total carried interest income from affiliates		5,685			138,986			(133,301	)		(95.9	)		453,727		580,681		(126,954	)		(21.9	)

Total Revenues		139,957			225,996			(86,039	)		(38.1	)		680,876		748,304		(67,428	)		(9.0	)

Expenses:
Compensation and benefits:
Equity-based compensation		7,405			7,472			(67	)		(0.9	)		15,172		14,628		544			3.7
Salary, bonus and benefits		37,792			27,788			10,004			36.0			68,585		65,596		2,989			4.6
Profit sharing expense		13,858			59,884			(46,026	)		(76.9	)		218,141		252,031		(33,890	)		(13.4	)

Total compensation and benefits expense		59,055			95,144			(36,089	)		(37.9	)		301,898		332,255		(30,357	)		(9.1	)
Other expenses		23,876			26,663			(2,787	)		(10.5	)		44,667		50,190		(5,523	)		(11.0	)

Total Expenses		82,931			121,807			(38,876	)		(31.9	)		346,565		382,445		(35,880	)		(9.4	)

Other Income:
Income from equity method investments		1,845			4,552			(2,707	)		(59.5	)		32,451		20,343		12,108			59.5
Other (loss) income, net		(3,202	)		3,681			(6,883	)		NM			69		8,805		(8,736	)		(99.2	)

Total Other (Loss) Income		(1,357	)		8,233			(9,590	)		NM			32,520		29,148		3,372			11.6

Economic Net Income	$	55,669		$	112,422		$	(56,753	)		(50.5	)%	$	366,831	$	395,007	$	(28,176	)		(7.1	)%

(1)

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based upon a hypothetical liquidation of the funds’ net assets as of June 30, 2012. 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.

Revenues

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Advisory and transaction fees from affiliates, including directors’ fees and reimbursed broken deal costs, increased by $43.6 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to an increase in transaction and advisory services rendered during the period, primarily relating to investments of Fund VII and ANRP of $45.0 million and $4.0 million, respectively, partially offset by a decrease from investments in other funds of $5.4 million. Gross advisory and transaction fees, including directors’ fees, were $108.3 million and $42.7 million for the three months ended June 30, 2012 and 2011, respectively, an increase of $65.6 million or 153.6%. The transaction fees earned for the three months ended June 30, 2012 primarily related to two portfolio investment transactions, specifically EP Energy and Great Wolf Resorts, which together generated $70.6 million and $46.5 million of the gross and net transaction fees, respectively, as compared to transaction fees earned for the three months ended June 30, 2011 from two portfolio investment transactions, specifically Athene Holding Ltd and CKE Restaurants Inc., which together generated $12.3 million and $8.6 million of the gross and net transaction fees, respectively. The advisory fees earned for the three months ended June 30, 2012 were primarily generated by advisory and monitoring arrangements with five portfolio investments including LeverageSource, EP Energy, Caesars Entertainment, Realogy and Athene Holding Ltd., which generated gross and net fees of $21.1 million and $13.7 million, respectively. The advisory fees earned for the three months ended June 30, 2011 were primarily generated by advisory and monitoring arrangements with five portfolio investments including LeverageSource, Realogy, Caesars Entertainment, Noranda Aluminum and Athene Holding Ltd., which generated gross and net advisory fees of $18.5 million and $9.4 million, respectively. Advisory and transaction fees, including directors’ fees, are reported net of Management Fee Offsets totaling $43.2 million and $21.2 million for the three months ended June 30, 2012 and 2011, respectively, an increase of $22.0 million or 103.8%.

Management fees from affiliates increased by $3.7 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to management fees of $4.1 million earned from ANRP, which began paying fees during the third quarter of 2011 based on committed capital. This increase was offset by lower management fees earned from AAA Investments, Fund V and Fund VI, which collectively contributed to a decrease in management fees of $0.4 million for the three months ended June 30, 2012 as compared to the same period during 2011.

Carried interest income from affiliates decreased by $133.3 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to a decrease in realized gains of $128.0 million resulting from decreased dispositions of portfolio investments held by Fund IV and Fund VI of $111.6 million and $28.0 million, respectively, partially offset by increases on Fund VII of $11.6 million during the period. The remaining change in the carried interest income from affiliates relates to a decrease in net unrealized gains of $5.3 million, driven by declines in the fair values of the underlying portfolio investments held during the period which resulted in the reversal of previously recognized net unrealized gains by Fund VI and Fund VII of $113.0 million and $9.2 million, respectively. These decreases were offset by increases in net unrealized gains of $116.9 million driven by improvements in the fair values in the underlying portfolio investments held during the period, by Fund IV, V and other funds of $81.1 million, $33.2 million and $2.6 million, respectively. For the three months ended June 30, 2012, included in the change in net unrealized gains is $102.6 million of unrealized losses due to the general partner obligation to return previous carried interest income distributions from Fund VI.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Advisory and transaction fees from affiliates, including directors’ fees and reimbursed broken deal costs, increased by $54.4 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to an increase in transaction and advisory services rendered during the period, primarily by Fund VII of $45.9 million and $4.0 million by ANRP and AGS, partially offset by a decrease in other funds of $2.7 million. Gross advisory and transaction fees,

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including directors’ fees, were $173.6 million and $85.2 million for the six months ended June 30, 2012 and 2011, respectively, an increase of $88.4 million or 103.8%. The transaction fees earned for the six months ended June 30, 2012 primarily related to four portfolio investment transactions, specifically EP Energy, Great Wolf Resorts, Rexnord and Taminco Global Chemical which together generated $100.2 million and $57.2 million of the gross and net transaction fees, respectively, as compared to transaction fees earned for the six months ended June 30, 2011 from six portfolio investment transactions, specifically Brit Insurance, Athene Holding Ltd., Constellium, CKE Restaurants Inc., Athlon and Veritable Maritime, which together generated $29.9 million and $14.2 million of the gross and net transaction fees, respectively. The advisory fees earned for the six months ended June, 30 2012 were primarily generated by advisory and monitoring arrangements with five portfolio investments including LeverageSource, Realogy, Caesars Entertainment, Athene Holding Ltd and EP Energy, which generated gross and net fees of $38.4 million and $21.9 million, respectively. The advisory fees earned for the six months ended June 30, 2011 were primarily generated by advisory and monitoring arrangements with five portfolio investments including LeverageSource, Realogy, Caesars Entertainment, Athene Holding Ltd and Noranda Aluminum, which generated gross and net advisory fees of $34.5 million and $17.0 million, respectively. Advisory and transaction fees, including directors’ fees, are reported net of Management Fee Offsets totaling $82.5 million and $48.6 million for the six months ended June 30, 2012 and 2011, respectively, an increase of $33.9 million or 69.8%.

Management fees from affiliates increased by $5.2 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to management fees of $5.9 million earned from ANRP, which began paying fees during the third quarter of 2011 based on committed capital. This increase was offset by lower management fees earned from AAA Investments, Fund V and Fund VI, which collectively contributed to a decrease in management fees of $0.7 million for the six months ended June 30, 2012 as compared to the same period during 2011.

Carried interest income from affiliates decreased by $127.0 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to a decrease in realized gains of $124.5 million resulting from decreased dispositions of portfolio investments held by Fund IV, Fund VII and Fund V of $111.6 million, $38.4 million, $24.9 million, respectively, offset by increases in Fund VI and AAA of $42.4 million and $8.0 million, respectively, during the period. The remaining change in the carried interest income from affiliates relates to a decrease in net unrealized gains of $2.5 million, driven by declines in the fair values of the underlying portfolio investments held during the period which resulted in the reversal of previously recognized net unrealized gains by Fund VI, AAA and Fund IV of $254.5 million, $9.6 million and $1.3 million, respectively. These decreases were offset by increases in net unrealized gains of $262.9 million driven by improvements in the fair values in the underlying portfolio investments held during the period by Fund VII, Fund V and Stanhope of $205.1 million, $56.6 million and $1.2 million, respectively. For the six months ended June 30, 2012, included in the change in net unrealized gains is $68.5 million of unrealized losses due to the general partner obligation to return previous carried interest income distributions from Fund VI.

Expenses

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Compensation and benefits decreased by $36.1 million for three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to a $46.0 million decrease in profit sharing expense primarily driven by the decrease in carried interest income earned from our private equity funds during the period. This decrease was partially offset by an increase in salary, bonus and benefits expense of $10.0 million during the three months ended June 30, 2012 as compared to the same period during 2011 due to an increase in headcount.

Other expenses decreased by $2.8 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to decreased interest expense and general, administrative and other expenses of $1.9 million and $1.4 million, respectively, as compared to the same period during 2011.

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Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Compensation and benefits decreased by $30.4 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to a $33.9 million decrease in profit sharing expense primarily driven by the decrease in carried interest income earned from our private equity funds during the period. This decrease was partially offset by an increase in salary, bonus and benefits expense of $3.0 million during the six months ended June 30, 2012 as compared to the same period during 2011 due to an increase in headcount.

Other expenses decreased by $5.5 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to decreased professional fees, interest expense and general, administrative and other expenses of $1.8 million, $1.7 and $1.3 million, respectively, as compared to the same period during 2011.

Other Income

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Income from equity method investments decreased by $2.7 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily driven by decreases in the fair values of our private equity investments held, primarily relating to Apollo’s ownership interest in Fund VII which resulted in decreased income from equity method investments of $4.2 million during the three months ended June 30, 2012 as compared to the same period during 2011.

Other income, net decreased by $6.9 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to losses resulting from fluctuations in exchange rates of foreign denominated assets and liabilities of subsidiaries during the three months ended June 30, 2012 as compared to the same period in 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Income from equity method investments increased by $12.1 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was driven by increases in the fair values of our private equity investments held, primarily relating to Apollo’s ownership interest in Fund VII, which resulted in an increase in income from equity method investments of $9.6 million during the period.

Other income, net decreased by $8.7 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to losses resulting from fluctuations in exchange rates of foreign denominated assets and liabilities of subsidiaries during the six months ended June 30, 2012 as compared to the same period in 2011.

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Capital Markets

The following tables set forth segment statement of operations information and ENI, for our capital markets segment for the three and six months ended June 30, 2012 and 2011, respectively. ENI represents segment income (loss), excluding the impact of (i) non-cash charges related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense related to the amortization of AOG Units, (ii) income taxes, (iii) amortization of intangibles associated with the 2007 Reorganization and acquisitions and (iv) Non-Controlling Interest with the exception of allocations of income to certain individuals. In addition, segment data excludes the assets, liabilities and operating results of the Apollo funds and consolidated VIEs that are included in the condensed consolidated financial statements. ENI is not a U.S. GAAP measure.


	For the Three Months Ended June 30, 2012									For the Three Months Ended June 30, 2011
	Management			Incentive			Total			Management			Incentive			Total
	(in thousands)
Capital Markets
Revenues:
Advisory and transaction fees from affiliates	$	4,320		$	—		$	4,320		$	2,011		$	—		$	2,011
Management fees from affiliates		74,351			—			74,351			46,049			—			46,049
Carried interest income (loss) from affiliates:
Unrealized (losses) gains ⁽¹⁾		—			(16,677	)		(16,677	)		—			6,658			6,658
Realized gains		9,200			9,959			19,159			11,200			7,289			18,489

Total Revenues		87,871			(6,718	)		81,153			59,260			13,947			73,207

Expenses:
Compensation and Benefits:
Equity-based compensation		4,266			—			4,266			6,320			—			6,320
Salary, bonus and benefits		31,222			—			31,222			28,612			—			28,612
Profit sharing expense		—			3,854			3,854			—			10,849			10,849
Incentive fee compensation		—			(27	)		(27	)		—			(3,594	)		(3,594	)

Total compensation and benefits		35,488			3,827			39,315			34,932			7,255			42,187
Other expenses		39,245			—			39,245			23,738			—			23,738

Total Expenses		74,733			3,827			78,560			58,670			7,255			65,925

Other Income (Loss):
Net (losses) gains from investment activities		—			(13,108	)		(13,108	)		—			2,232			2,232
(Loss) income from equity method investments		—			(766	)		(766	)		—			1,959			1,959
Other (loss) income, net		(663	)		—			(663	)		530			—			530

Total Other (Loss) Income		(663	)		(13,874	)		(14,537	)		530			4,191			4,721

Non-Controlling Interests		(2,438	)		—			(2,438	)		(1,596	)		—			(1,596	)

Economic Net Income (Loss)	$	10,037		$	(24,419	)	$	(14,382	)	$	(476	)	$	10,883		$	10,407

(1)

Included in unrealized carried interest income (loss) from affiliates is reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $18.3 million with respect to SOMA for the three months ended June 30, 2012. The general partner obligation is recognized based upon a hypothetical liquidation of the funds’ net assets as of June 30, 2012. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.

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	For the Six Months Ended June 30, 2012									For the Six Months Ended June 30, 2011
	Management			Incentive			Total			Management			Incentive		Total
	(in thousands)
Capital Markets
Revenues:
Advisory and transaction fees from affiliates	$	5,676		$	—		$	5,676		$	6,330		$	—	$	6,330
Management fees from affiliates		127,022			—			127,022			89,427			—		89,427
Carried interest income from affiliates:
Unrealized gains ⁽¹⁾		—			131,577			131,577			—			94,912		94,912
Realized gains		18,800			35,967			54,767			23,740			23,576		47,316

Total Revenues		151,498			167,544			319,042			119,497			118,488		237,985

Expenses:
Compensation and Benefits:
Equity-based compensation		12,394			—			12,394			9,845			—		9,845
Salary, bonus and benefits		58,847			—			58,847			53,124			—		53,124
Profit sharing expense		—			47,137			47,137			—			35,787		35,787
Incentive fee compensation		—			8			8			—			6,565		6,565

Total compensation and benefits		71,241			47,145			118,386			62,969			42,352		105,321
Other expenses		65,162			—			65,162			49,754			—		49,754

Total Expenses		136,403			47,145			183,548			112,723			42,352		155,075

Other Income (Loss):
Net (losses) gains from investment activities		—			(9,690	)		(9,690	)		—			20,061		20,061
Income from equity method investments		—			17,000			17,000			—			11,106		11,106
Other income, net		2,282			—			2,282			3,205			—		3,205

Total Other Income		2,282			7,310			9,592			3,205			31,167		34,372

Non-Controlling Interests		(3,847	)		—			(3,847	)		(5,234	)		—		(5,234	)

Economic Net Income	$	13,530		$	127,709		$	141,239		$	4,745		$	107,303	$	112,048

(1)

Included in unrealized carried interest income from affiliates is reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $0.2 million with respect to SOMA for the six months ended June 30, 2012. The general partner obligation is recognized based upon a hypothetical liquidation of the funds’ net assets as of June 30, 2012. The actual determination and any required payment of a general partner obligation would not take place until the final disposition of a fund's investments based on the contractual termination of the fund.


	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	2012			2011			Amount Change			Percentage Change			2012			2011			Amount Change			Percentage Change
	(in thousands)												(in thousands)
Capital Markets
Revenues:
Advisory and transaction fees from affiliates	$	4,320		$	2,011		$	2,309			114.8	%	$	5,676		$	6,330		$	(654	)		(10.3	)%
Management fees from affiliates		74,351			46,049			28,302			61.5			127,022			89,427			37,595			42.0
Carried interest income (loss) from affiliates:
Unrealized (losses) gains ⁽¹⁾		(16,677	)		6,658			(23,335	)		NM			131,577			94,912			36,665			38.6
Realized gains		19,159			18,489			670			3.6			54,767			47,316			7,451			15.7

Total carried interest income from affiliates		2,482			25,147			(22,665	)		(90.1	)		186,344			142,228			44,116			31.0

Total Revenues		81,153			73,207			7,946			10.9			319,042			237,985			81,057			34.1

Expenses:
Compensation and benefits
Equity-based compensation		4,266			6,320			(2,054	)		(32.5	)		12,394			9,845			2,549			25.9
Salary, bonus and benefits		31,222			28,612			2,610			9.1			58,847			53,124			5,723			10.8
Profit sharing expense		3,854			10,849			(6,995	)		(64.5	)		47,137			35,787			11,350			31.7
Incentive fee compensation		(27	)		(3,594	)		3,567			99.2			8			6,565			(6,557	)		(99.9	)

Total compensation and benefits		39,315			42,187			(2,872	)		(6.8	)		118,386			105,321			13,065			12.4
Other expenses		39,245			23,738			15,507			65.3			65,162			49,754			15,408			31.0

Total Expenses		78,560			65,925			12,635			19.2			183,548			155,075			28,473			18.4

Other Income (Loss):
Net (losses) gains from investment activities		(13,108	)		2,232			(15,340	)		NM			(9,690	)		20,061			(29,751	)		NM
(Loss) income from equity method investments		(766	)		1,959			(2,725	)		NM			17,000			11,106			5,894			53.1
Other (loss) income, net		(663	)		530			(1,193	)		NM			2,282			3,205			(923	)		(28.8	)

Total Other (Loss) Income		(14,537	)		4,721			(19,258	)		NM			9,592			34,372			(24,780	)		(72.1	)
Non-Controlling Interests		(2,438	)		(1,596	)		(842	)		(52.8	)%		(3,847	)		(5,234	)		1,387			26.5

Economic Net (Loss) Income	$	(14,382	)	$	10,407		$	(24,789	)		NM		$	141,239		$	112,048		$	29,191			26.1	%

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(1)

Included in unrealized carried interest income (loss) from affiliates is reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $18.3 million and $0.2 million with respect to SOMA for the three and six months ended June 30, 2012. The general partner obligation is recognized based upon a hypothetical liquidation of the funds’ net assets as of June 30, 2012. 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.

Revenues

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Advisory and transaction fees from affiliates increased by $2.3 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. Gross advisory and transaction fees, including directors’ fees, were $12.9 million and $7.9 million for the three months ended June 30, 2012 and 2011, respectively, an increase of $5.0 million or 63.3%. The transaction fees earned during 2012 primarily related to portfolio investments of EPF I and EPF II, which generated gross and net fees of $5.9 million and $2.4 million, respectively. The advisory fees earned during both periods were primarily generated by deal activity related to investments in LeverageSource, which resulted in gross and net advisory fees of $5.9 million and $0.8 million, respectively, during the three months ended June 30, 2012 and gross and net fees of $6.8 million and $0.9 million, respectively, during the three months ended June 30, 2011. Advisory and transaction fees, including directors’ fees, are reported net of Management Fee Offsets totaling $8.6 million and $5.9 million for the three months ended June 30, 2012 and 2011, respectively, an increase of $2.7 million or 45.8%.

Management fees from affiliates increased by $28.3 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to Stone Tower Funds/CLOs which were acquired in April 2012 and generated $13.7 million of management fees during the period, and EPF II which began earning management fees during the second quarter of 2012 totaling $7.1 million. In addition, assets managed by Athene Asset Management, LLC and AMTG generated increased fees of $6.5 million and $1.6 million, respectively, during the three months ended June 30, 2012 as compared to the same period in 2011. Furthermore, Senior Credit CLOs, AEC, AESI and certain sub-advisory arrangements which all began earning fees after the second quarter of 2011, together generated management fees of $6.3 million during the three months ended June 30, 2012. These increases were partially offset by decreased management fees earned from EPF I of $5.0 million for the three months ended June 30, 2012 as compared to the same period in 2011, due to a change in management fee basis from committed to invested capital as a result of the launch of EPF II. In addition, management fees earned by AINV decreased by $2.3 million as compared to the same period in 2011 as a result of a decrease in gross adjusted assets of the Company during the period. The remaining change was attributable to an overall increase in assets managed by the other capital markets funds which collectively contributed an increase of $0.3 million in management fees during the three months ended June 30, 2012 as compared to the same period in 2011.

Carried interest income from affiliates decreased by $22.7 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was attributable to a decrease in net unrealized carried interest income of $23.3 million driven by a decrease in net asset values primarily with respect to COF I, SOMA and EPF I resulting in decreased unrealized carried interest income of $20.7 million, $17.8 million and $9.3 million, respectively, during the period. Included in the change in unrealized carried interest income was reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income with respect to SOMA of $18.3 million during the three months ended June 30, 2012. These decreases were partially offset by unrealized carried interest income of $18.1 million earned by Stone Tower Funds/CLOs which the Company began managing in April 2012, along with increased unrealized carried interest income attributable by COF II of $8.0 million due to higher investment valuations during the period.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Advisory and transaction fees from affiliates decreased by $0.7 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. Gross advisory and transaction fees, including directors’ fees, were $19.3 million and $18.0 million for the six months ended June 30, 2012 and 2011, respectively, an increase of $1.3 million or 7.2%. The transaction fees earned during 2012 primarily related to portfolio investments of EPF I and EPF II, which generated gross and net fees of $5.9 million and $2.4 million, respectively, whereas the transaction fees earned during 2011 primarily related to portfolio investments of FCI which generated gross and net fees of $2.9 million during the period. The advisory fees

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earned during both periods were primarily generated by deal activity related to investments in LeverageSource, which resulted in gross and net advisory fees of $11.7 million and $1.6 million, respectively, during the three months ended June 30, 2012 and gross and net fees of $13.4 million and $1.7 million, respectively, during the three months ended June 30, 2011. Advisory and transaction fees, including directors’ fees, are reported net of Management Fee Offsets totaling $13.6 million and $11.7 million for the six months ended June 30, 2012 and 2011, respectively, an increase of $1.9 million or 16.2%.

Management fees from affiliates increased by $37.6 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to management fees earned from Stone Tower Funds/CLOs which the Company began to manage in April 2012 and generated $13.7 million of management fees during the period, along with EPF II and Gulf Stream CLOs which began earning management fees after the second quarter of 2011 and generated fees $7.1 and $6.2 million, respectively, during the period. In addition, Athene Asset Management LLC and AMTG generated increased fees of $8.8 million and $2.4 million, respectively, during the period as compared to the same period in 2011. Furthermore, AEC, AESI and certain sub-advisory arrangements, which all began generating fees after the second quarter of 2011, together earned management fees of $5.7 million during the six months ended June 30, 2012. These increases were partially offset by decreased management fees earned by EPF I of $5.3 million for the six months ended June 30, 2012 as compared to the same period in 2011, due to a change in management fee basis from committed to invested capital as the result of the launch of EPF II. In addition, management fees earned by AINV decreased by $3.2 million as a result of a decrease in gross adjusted assets managed of the Company during the period as compared to the same period in 2011. The remaining change was attributable to an overall increased in assets managed by the other capital markets funds which collectively contributed an increase of $2.2 million in management fees during the six months ended June 30, 2012 as compared to the same period in 2011.

Carried interest income from affiliates increased by $44.1 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to an increase in net unrealized carried interest income of $36.7 million driven by increased net asset values primarily with respect to COF II and COF I resulting in increased unrealized carried interest income of $26.1 million and $14.9 million, respectively, during the period as compared to the same period in 2011, and Stone Tower Funds/CLOs and Gulf Stream CLOs, which the Company began to manage subsequent to the second quarter of 2011, and earned unrealized carried interest income of $18.1 million and $16.7 million, respectively, during the six months ended June 30, 2012. These increases were partially offset by decreased net asset values primarily with respect to EPF I, ACLF and SOMA resulting in decreased unrealized carried interest income of $30.0 million, $4.8 million and $4.7 million, respectively, during the period. Included in the change in unrealized carried interest income was reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income with respect to SOMA of $0.2 million for the six months ended June 30, 2012. The remaining change was attributable to an increase in realized carried interest income earned during the period of $7.4 million resulting from an increase in dividends and interest income on portfolio investments held by certain of our capital markets funds, primarily COF I and certain sub-advisory arrangements of $10.4 million and $2.2 million, respectively, partially offset by decreases from COF II and AINV of $2.2 million and $2.1 million, respectively, for the period.

Expenses

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Compensation and benefits expense decreased by $2.9 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily a result of a $7.0 million decrease in profit sharing expense due to the unfavorable performance of certain of our capital markets funds during the period. In addition, equity-based compensation expense decreased by $2.1 million as a result of forfeitures during the three months ended June 30, 2012. These decreases were partially offset by a change in incentive fee compensation of $3.6 million due to the performance of certain of our capital markets funds during the period, along with an increase in salary, bonus and benefits expense of $2.6 million due to an increase in headcount during the period, including new hires related to the Stone Tower acquisition in April 2012.

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Other expenses increased by $15.5 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to increased placement fee expenses of $7.6 million, with $6.8 million attributable to EPF II, due to increased fundraising activities during the three months ended June 30, 2012 as compared to the same period in 2011. In addition, general, administrative and other expenses increased by $2.9 million due to higher travel, information technology, recruiting and other expenses incurred during the three months ended June 30, 2012 as compared to the same period in 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Compensation and benefits expense increased by $13.1 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily a result of a $11.4 million increase in profit sharing expense due to the favorable performance of certain of our capital markets funds during the period along with the performance based incentive arrangement the Company adopted in June 2011 for certain Apollo partners and employees. In addition, salary, bonus and benefits expense increased by $5.7 million due to an increase in headcount during the period, including new hires related to the Stone Tower acquisition in April 2012, along with a $2.5 million increase in equity-based compensation due to additional grants of RSUs subsequent to June 30, 2011. These increases were partially offset by decreased incentive fee compensation expense of $6.6 million due to the performance of certain of our capital markets funds during the period.

Other expenses increased by $15.4 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to increased placement fee expenses of $8.0 million with $6.8 million attributable to EPF II, due to increased fundraising activities, during the six months ended June 30, 2012 as compared to the same period in 2011. In addition, general administrative and other expenses increased by $5.4 million due to higher travel, information technology, recruiting and other expenses incurred during the six months ended June 30, 2012 as compared to the same period in 2011.

Other Income

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Net (losses) gains from investment activities changed by $15.3 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was related to a decrease in unrealized income resulting from the change in the fair value of the investment in HFA during the three months ended June 30, 2012 as compared to the same period in 2011.

(Loss) income from equity method investments changed by $(2.7) million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was driven by decreases in the fair values of investments held by certain of our capital markets funds, primarily COF I and EPF I, which resulted in decreases in income from equity method investments of $2.0 million and $1.4 million, respectively, during the three months ended June 30, 2012 as compared to the same period in 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Net (losses) gains from investment activities changed by $29.8 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was related to a decrease in unrealized income resulting from the change in the fair value of the investment in HFA during the six months ended June 30, 2012 as compared to the same period in 2011.

Income from equity method investments increased by $5.9 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was driven by increases in the fair values of investments held by certain of our capital markets funds, primarily COF I, COF II and ACLF which resulted in increases in income from equity method investments of $2.8 million, $2.0 million and $1.5 million, respectively, during the six months ended June 30, 2012 as compared to the same period in 2011.

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Real Estate

The following tables set forth our segment statement of operations information and our supplemental performance measure, ENI, for our real estate segment for the three and six months ended June 30, 2012 and 2011, respectively. ENI represents segment income (loss), excluding the impact of (i) non-cash charges related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units, (ii) income taxes, (iii) amortization of intangibles associated with the 2007 Reorganization and acquisitions and (iv) Non-Controlling Interests. In addition, segment data excludes the assets, liabilities and operating results of the Apollo funds and consolidated VIEs that are included in the condensed consolidated financial statements. ENI is not a U.S. GAAP measure.


	For the Three Months Ended June 30, 2012								For the Three Months Ended June 30, 2011
	Management			Incentive		Total			Management		Incentive		Total
	(in thousands)
Real Estate:
Revenues:
Advisory and transaction fees from affiliates	$	592		$	—	$	592		$	—	$	—	$	—
Management fees from affiliates		12,888			—		12,888			9,673		—		9,673
Carried interest income from affiliates:
Unrealized gains		—			1,647		1,647			—		—		—
Realized gains		—			2,602		2,602			—		—		—

Total Revenues		13,480			4,249		17,729			9,673		—		9,673

Expenses:
Compensation and Benefits:
Equity-based compensation		2,442			—		2,442			3,230		—		3,230
Salary, bonus and benefits		5,934			—		5,934			7,886		—		7,886
Profit sharing expense		—			2,139		2,139			—		—		—

Total compensation and benefits		8,376			2,139		10,515			11,116		—		11,116
Other expenses		6,190			—		6,190			5,847		—		5,847

Total Expenses		14,566			2,139		16,705			16,963		—		16,963

Other Income (Loss):
Income from equity method investments		—			240		240			—		270		270
Other (loss) income, net		(516	)		—		(516	)		9,512		—		9,512

Total Other (Loss) Income		(516	)		240		(276	)		9,512		270		9,782

Economic Net (Loss) Income	$	(1,602	)	$	2,350	$	748		$	2,222	$	270	$	2,492

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	For the Six Months Ended June 30, 2012								For the Six Months Ended June 30, 2011
	Management			Incentive		Total			Management			Incentive		Total
	(in thousands)
Real Estate:
Revenues:
Advisory and transaction fees from affiliates	$	592		$	—	$	592		$	—		$	—	$	—
Management fees from affiliates		23,253			—		23,253			18,929			—		18,929
Carried interest income from affiliates:
Unrealized gains		—			1,647		1,647			—			—		—
Realized gains		—			4,279		4,279			—			—		—

Total Revenues		23,845			5,926		29,771			18,929			—		18,929

Expenses:
Compensation and Benefits:
Equity-based compensation		5,480			—		5,480			5,743			—		5,743
Salary, bonus and benefits		12,587			—		12,587			17,635			—		17,635
Profit sharing expense		—			3,597		3,597

Total compensation and benefits		18,067			3,597		21,664			23,378			—		23,378
Other expenses		12,935			—		12,935			11,087			—		11,087

Total Expenses		31,002			3,597		34,599			34,465			—		34,465

Other Income:
Income from equity method investments		—			419		419			—			407		407
Other income, net		361			—		361			10,034			—		10,034

Total Other Income		361			419		780			10,034			407		10,441

Economic Net (Loss) Income	$	(6,796	)	$	2,748	$	(4,048	)	$	(5,502	)	$	407	$	(5,095	)


	For the Three Months Ended June 30,											For the Six Months Ended June 30,
	2012			2011		Amount Change			Percentage Change			2012			2011			Amount Change			Percentage Change
	(in thousands)											(in thousands)
Real Estate:
Revenues:
Advisory and transaction fees from affiliates	$	592		$	—	$	592			NM		$	592		$	—		$	592			NM
Management fees from affiliates		12,888			9,673		3,215			33.2	%		23,253			18,929			4,324			22.8	%
Carried interest income from affiliates:
Unrealized gains		1,647			—		1,647			NM			1,647			—			1,647			NM
Realized gains		2,602			—		2,602			NM			4,279			—			4,279			NM

Total carried interest income from affiliates		4,249			—		4,249			NM			5,926			—			5,926			NM

Total Revenues		17,729			9,673		8,056			83.3			29,771			18,929			10,842			57.3

Expenses:
Compensation and Benefits:
Equity-based compensation		2,442			3,230		(788	)		(24.4	)		5,480			5,743			(263	)		(4.6	)
Salary, bonus and benefits		5,934			7,886		(1,952	)		(24.8	)		12,587			17,635			(5,048	)		(28.6	)
Profit sharing expense		2,139			—		2,139			NM			3,597			—			3,597			NM

Total compensation and benefits		10,515			11,116		(601	)		(5.4	)		21,664			23,378			(1,714	)		(7.3	)
Other expenses		6,190			5,847		343			5.9			12,935			11,087			1,848			16.7

Total Expenses		16,705			16,963		(258	)		(1.5	)		34,599			34,465			134			0.4

Other Income (Loss):
Income from equity method investments		240			270		(30	)		(11.1	)		419			407			12			2.9
Other (loss) income, net		(516	)		9,512		(10,028	)		NM			361			10,034			(9,673	)		(96.4	)

Total Other (Loss) Income		(276	)		9,782		(10,058	)		NM			780			10,441			(9,661	)		(92.5	)

Economic Net Income (Loss)	$	748		$	2,492	$	(1,744	)		(70.0	)%	$	(4,048	)	$	(5,095	)	$	1,047			20.5	%

Revenues

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Advisory and transaction fees from affiliates increased by $0.6 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was attributable to an increase in transaction and advisory services rendered during the period.

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Management fees increased by $3.2 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to increased management fees earned from AGRE U.S. Real Estate Fund and AGRE CMBS Accounts of $2.2 million and $1.1 million, respectively, as a result of an increase in net invested capital and amortized cost of assets, respectively, during the period. In addition, increased management fees were earned from ARI, AGRE Debt Fund I and other funds which collectively contributed $0.9 million during the period. These increases were offset by decreased management fees earned by the CPI Funds of $1.0 million as a result of decreases in net invested capital during the period.

Carried interest income from affiliates increased by $4.2 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to an increase in realized gains of $2.6 million resulting from increased dispositions of portfolio investments during the period. The remaining change in the carried interest income from affiliates relates to an increase in net unrealized gains of $1.6 million, driven by an increase in the fair values of the underlying portfolio investments held during the period.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Advisory and transaction fees from affiliates increased by $0.6 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was attributable to an increase in transaction and advisory services rendered during the period.

Management fees increased by $4.3 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to increased management fees earned from AGRE CMBS Accounts and AGRE U.S. Real Estate Fund of $2.1 million and $2.4 million, respectively, as a result of an increase in amortized cost of assets and invested capital, respectively, during the period. In addition, increased management fees were earned from ARI, AGRE Debt Fund I and other funds which collectively contributed $1.3 million during the period. These increases were offset by decreased management fees earned from the CPI Funds of $1.5 million as a result of decreases in net invested capital during the period.

Carried interest income from affiliates increased by $5.9 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to an increase in realized gains of $4.3 million resulting from increased dispositions of portfolio investments during the period. The remaining change in the carried interest income from affiliates relates to an increase in net unrealized gains of $1.6 million, driven by an increase in the fair values of the underlying portfolio investments held during the period.

Expenses

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Compensation and benefits decreased by $0.6 million during the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was attributable to decreases in salary, bonus and benefits expense and equity-based compensation expense of $1.9 million and $0.8 million, respectively, primarily driven by a decrease in headcount and the Incentive Pool. These changes were offset by an increase in profit sharing expense of $2.1 million due to the Incentive Pool.

Other expenses increased by $0.3 million during the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to increased professional fees of $0.8 due to higher external accounting, tax, audit, legal and consulting fees incurred during the period.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Compensation and benefits decreased by $1.7 million during the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was attributable to decreases in salary, bonus and benefits expense and equity-based compensation expense of $5.0 million and $0.3 million, respectively, primarily driven by a decrease in headcount and the Incentive Pool. These changes were offset by an increase in profit sharing expense of $3.6 million due to the Incentive Pool.

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Other expenses increased by $1.8 million during the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to increased professional fees of $1.8 million due to higher external accounting, tax, audit, legal and consulting fees incurred during the period.

Other Income

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Income from equity method investments decreased by $0.03 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily driven by decreases in the fair values of our real estate investments, primarily relating to Apollo’s ownership interest in the CPI Funds which resulted in decreased income from equity method investments of $0.1 million during the three months ended June 30, 2012 as compared to the same period during 2011.

Other income, net decreased by $10.0 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This change was primarily attributable to a decrease in reimbursed offering costs for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. During the three months ended June 30, 2011 approximately $8.0 million of reimbursed offering costs were recognized as a result of a one time transaction related to the 2009 launch of ARI. The remaining change was a result of losses resulting from fluctuations in exchange rates of foreign denominated assets and liabilities of subsidiaries during the three months ended June 30, 2012 as compared to the same period in 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Income from equity method investments increased by $0.01 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily driven by increases in the fair values of our real estate investments, primarily relating to Apollo’s ownership interest in ARI which resulted in increased income from equity method investments of $0.2 million during the three months ended June 30, 2012 as compared to the same period during 2011.

Other income, net decreased by $9.7 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This change was primarily attributable to a decrease in reimbursed offering costs for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. During the six months ended June 30, 2011 approximately $8.0 million of reimbursed offering costs were recognized as a result of a one time transaction related to the 2009 launch of ARI. The remaining change was a result of losses resulting from fluctuations in exchange rates of foreign denominated assets and liabilities of subsidiaries during the six months ended June 30, 2012 as compared to the same period in 2011.

Summary Combined Segment Results for Management Business and Incentive Business

The following tables combine our reportable segments’ statements of operations information and supplemental performance measure, ENI, for our Management Business and Incentive Business for the three and six months ended June 30, 2012 and 2011, respectively. ENI represents segment income (loss), excluding the impact of (i) non-cash charges related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units, (ii) income taxes, (iii) amortization of intangibles associated with the 2007 Reorganization and acquisitions and (iv) Non-Controlling with the exception of allocations of income to certain individuals. In addition, segment data excludes the assets, liabilities and operating results of the Apollo funds and consolidated VIEs that are included in the condensed consolidated financial statements. ENI is not a U.S. GAAP measure.

In addition to providing the financial results of our three reportable business segments, we evaluate our reportable segments based on what we refer to as our Management Business and Incentive Business. Our Management Business is generally characterized by the predictability of its financial metrics, including revenues and expenses. This business includes management fee revenues, advisory and transaction fee revenues, carried interest income from certain of our mezzanine funds and expenses, each of which we believe are more stable in nature.

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	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Management Business
Revenues:
Advisory and transaction fees from affiliates	$	70,026		$	23,556		$	97,262		$	42,972
Management fees from affiliates		156,397			121,187			286,430			239,337
Carried interest income from affiliates		9,200			11,200			18,800			23,740

Total Revenues		235,623			155,943			402,492			306,049

Expenses:
Equity-based compensation		14,113			17,022			33,046			30,216
Salary, bonus and benefits		74,948			64,286			140,019			136,355
Interest expense		10,173			10,327			21,553			21,209
Professional fees ⁽¹⁾		16,535			12,776			27,841			29,919
General, administrative and other ⁽²⁾		23,135			22,127			41,837			38,326
Placement fees		8,131			575			9,052			1,114
Occupancy		8,962			7,925			17,688			15,151
Depreciation and amortization		2,375			2,518			4,793			5,312

Total Expenses		158,372			137,556			295,829			277,602

Other Income (Loss):
Interest income		1,849			612			3,113			870
Other (loss) income, net		(6,230	)		13,111			(401	)		21,174

Total Other (Loss) Income		(4,381	)		13,723			2,712			22,044
Non-Controlling Interests		(2,438	)		(1,596	)		(3,847	)		(5,234	)

Economic Net Income	$	70,432		$	30,514		$	105,528		$	45,257

(1)	Excludes professional fees related to the consolidated funds.

(2)	Excludes general and administrative expenses related to the consolidated funds.

Our Incentive Business is dependent upon quarterly mark-to-market unrealized valuations made in accordance with U.S. GAAP guidance applicable to fair value measurements. The Incentive Business includes carried interest income, income from equity method investments, profit sharing expenses and incentive fee compensation that are associated with our general partner interests in the Apollo funds, which are generally less predictable and more volatile in nature.

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	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Incentive Business
Revenues:
Carried interest income (loss) from affiliates:
Unrealized (losses) gains ⁽¹⁾	$	(52,723	)	$	(25,739	)	$	421,503		$	385,645
Realized gains		55,939			178,672			205,694			313,524

Total Revenues		3,216			152,933			627,197			699,169

Expenses:
Compensation and benefits:
Profit sharing expense:
Unrealized profit sharing expense ⁽¹⁾		(10,823	)		(9,728	)		167,553			157,882
Realized profit sharing expense		30,674			80,461			101,322			129,936

Total Profit Sharing Expense		19,851			70,733			268,875			287,818
Incentive fee compensation		(27	)		(3,594	)		8			6,565

Total Compensation and Benefits		19,824			67,139			268,883			294,383

Other Income (Losses):
Net (losses) gains from investment activities ⁽²⁾		(13,108	)		2,232			(9,690	)		20,061
Income from equity method investments		1,319			6,781			49,870			31,856

Total Other (Loss) Income		(11,789	)		9,013			40,180			51,917

Economic Net (Loss) Income	$	(28,397	)	$	94,807		$	398,494		$	456,703

(1)

Included in unrealized carried interest income (loss) from affiliates is reversal of previously realized carried interest income due to the general partner obligation to return previously distributed carried interest income of $102.6 million and $18.3 million with respect to Fund VI and SOMA for the three months ended June 30, 2012 and $68.5 million and $0.2 million with respect to Fund VI and SOMA for the six months ended June 30, 2012. The general partner obligation is recognized based upon a hypothetical liquidation of the funds’ net assets as of June 30, 2012. 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.

(2)	Excludes investment income and net gains (losses) from investment activities related to consolidated funds and the consolidated VIEs.

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Summary

Below is the summary of our total reportable segments including Management Business and Incentive Business and a reconciliation of Economic Net Income to Net Income attributable to Apollo Global Management, LLC reported in our condensed consolidated statements of operations:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Revenues	$	238,839		$	308,876		$	1,029,689		$	1,005,218
Expenses		178,196			204,695			564,712			571,985
Other (loss) income		(16,170	)		22,736			42,892			73,961
Non-Controlling Interests		(2,438	)		(1,596	)		(3,847	)		(5,234	)

Economic Net Income		42,035			125,321			504,022			501,960
Non-cash charges related to equity-based compensation		(128,002	)		(270,336	)		(257,935	)		(540,749	)
Income tax provision		(10,650	)		(3,550	)		(25,210	)		(12,370	)
Net loss (income) attributable to Non-Controlling Interests in Apollo Operating Group		64,837			101,960			(148,559	)		45,962
Amortization of intangible assets		(9,606	)		(4,384	)		(15,661	)		(7,636	)

Net (Loss) Income Attributable to Apollo Global Management, LLC	$	(41,386	)	$	(50,989	)	$	56,657		$	(12,833	)

Liquidity and Capital Resources

Historical

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

The primary cash flow activities of Apollo are:

•

Generating cash flow from operations;

•

Making investments in Apollo funds;

•

Meeting financing needs through credit agreements; and

•

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

Periodically, the Company also engages in acquisitions that have an impact on cash flows.

Primary cash flow activities of the consolidated Apollo funds are:

•

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

•

Using capital to make investments;

•

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

•

Distributing cash flow to investors.

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While primarily met by cash flows generated through fee income and carried interest income received, working capital needs have also been met (to a limited extent) through borrowings as follows:


	June 30, 2012					December 31, 2011
	Outstanding Balance		Annualized Weighted Average Interest Rate			Outstanding Balance		Annualized Weighted Average Interest Rate
AMH Credit Agreement	$	728,273		5.68	% ⁽¹⁾	$	728,273		5.39	% ⁽¹⁾
CIT secured loan agreement		9,867		3.48	%		10,243		3.39	%

Total Debt	$	738,140		5.65	%	$	738,516		5.35	%

(1)	Includes the effect of interest rate swaps.

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

We have made one or more distributions to our Managing Partners and Contributing Partners, representing all of the undistributed earnings generated by the businesses contributed to the Apollo Operating Group prior to the private offering transactions that occurred in 2007 pursuant to which the Company sold shares to certain initial purchasers and accredited investors in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Private Offering Transactions”). For this purpose, income attributable to carried interest on private equity funds related to either carry-generating transactions that closed prior to the Private Offering Transactions which closed in July 2007 or carry-generating transactions to which a definitive agreement was executed, but that did not close, prior to the Private Offering Transactions are treated as having been earned prior to the Private Offering Transactions.

Cash Flows

Significant amounts from our condensed consolidated statements of cash flows for the six months ended June 30, 2012 and 2011 are summarized and discussed within the table and corresponding commentary below:


	Six Months Ended June 30,
	2012			2011
	(in thousands)
Operating Activities	$	(59,476	)	$	564,475
Investing Activities		(158,008	)		(49,092	)
Financing Activities		97,048			(60,566	)

Net (Decrease) Increase in Cash and Cash Equivalents	$	(120,436	)	$	454,817

Operating Activities

Net cash used in operating activities was $59.5 million during the six months ended June 30, 2012. During this period, there was $2,265.6 million in net income, to which $291.0 million of equity-based compensation, a non-cash expense, and $1,951.2 million in gain on business acquisitions, were added to reconcile net income to net cash used in operating activities. Additional adjustments to reconcile cash used in operating activities during the six months ended June 30, 2012 included $2,406.3 million in proceeds from sales of investments primarily held by the consolidated VIEs, a $195.3 million increase in profit sharing payable, $102.8 million of unrealized losses on debt of the consolidated VIEs, a $119.8 million increase in other assets of the consolidated VIEs and $99.7 million in distributions from investment activities. These favorable cash adjustments were offset by $2,913.8 million of net purchases of investments held by the consolidated VIEs, $191.1 million in net unrealized gains from investments primarily held by the consolidated funds and VIEs, a $30.2 million increase in cash held at consolidated VIEs, and a $398.2 million increase in carried interest receivable. The increase in our carried interest

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receivable balance during the six months ended June 30, 2012 was driven primarily by a $689.6 million increase of carried interest income from the change in fair value of funds for which we act as general partner, offset by fund cash distributions of $291.5 million.

Net cash provided by operating activities was $564.5 million during the six months ended June 30, 2011. During this period, there was $146.5 million in net income, to which $571.0 million of equity-based compensation, a non-cash expense, was added to reconcile net income to net cash provided by operating activities. Additional adjustments to reconcile cash provided by operating activities during the six months ended June 30, 2011 included a $158.4 million increase in profit sharing payable, $1,125.5 million of sales of investments held by the consolidated VIEs, $46.9 million of unrealized losses on debt of the consolidated VIEs and a $64.9 million increase in other liabilities of the consolidated VIEs. These favorable cash adjustments were offset by $226.4 million of net unrealized gains from investment activities of consolidated funds and the consolidated VIEs, $41.8 million of realized gains on debt of the consolidated VIEs, a $55.2 million decrease in due to affiliates, a $107.4 million increase in cash held by consolidated funds and consolidated VIEs, $840.7 million of purchases of investments relating to the consolidated VIEs, and a $333.9 million increase in our carried interest receivable. The increase in our carried interest receivable balance during the six months ended June 30, 2011 was driven by a $722.9 million of carried interest income from change in fair value of funds for which we act as general partner, offset by fund cash distributions of $391.2 million.

The operating cash flow amounts from the Apollo funds and consolidated VIEs represent the significant variances between net income (loss) and cash flow from operations and were classified as operating activities pursuant to the American Institute of Certified Public Accountants, or “AICPA,” Audit and Accounting Guide, Investment Companies. The increasing capital needs reflect the growth of our business while the fund-related requirements vary based upon the specific investment activities being conducted at a point in time. These movements do not adversely affect our liquidity or earnings trends because we currently have sufficient cash reserves compared to planned expenditures.

Investing Activities

Net cash used in investing activities was $158.0 million for the six months ended June 30, 2012, which was primarily comprised of $99.2 million relating to the acquisition of Stone Tower (see note 3 to our condensed consolidated financial statements), $50.8 million of cash distributions received from equity method investments primarily offset by $103.4 million of cash contributions to equity method investments. Cash contributions to equity method investments were primarily related to Fund VII, AINV and EPF II. Cash distributions from equity method investments were primarily related to Fund VII, COF I, COF II, EPF I and ACLF.

Net cash used in investing activities was $49.1 million for the six months ended June 30, 2011, which was primarily comprised of $12.1 million in purchases of fixed assets, $16.5 million of cash contributions to equity method investments and $52.1 million of purchases relating to the investment in HFA, offset by $31.9 million of cash distributions from equity method investments. Cash contributions to equity method investments were primarily related to Fund VII and AGRE U.S. Real Estate Fund. Cash distributions from equity method investments were primarily related to Fund VII, ACLF, COF I, COF II, Artus, EPF I and Vantium C.

Financing Activities

Net cash provided by financing activities was $97.0 million for the six months ended June 30, 2012, which was primarily comprised of $929.5 million of debt issued by consolidated VIEs offset by $246.1 million in repayment of debt held by consolidated VIEs, $181.4 million of distributions paid to Non-Controlling Interests in the Apollo Operating Group, $202.4 million of distributions paid to Non-Controlling Interests in consolidated VIEs, $61.0 million of contributions from Non-Controlling Interests in consolidated VIEs, $144.4 million in distributions, $100.0 million related to the purchase of AAA units, and $16.9 million related to employee tax withholding payments in connection with deliveries of Class A shares in settlement of RSUs.

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Net cash used in financing activities was $60.6 million for the six months ended June 30, 2011, which was primarily comprised of $412.1 million in repayment of term loans by consolidated VIEs, $300.9 million in distributions by consolidated VIEs, $93.6 million of distributions paid to Non-Controlling Interests in Apollo Operating Group, $27.3 million of dividends paid to Non-Controlling Interests in consolidated funds, $45.5 million in distributions and $9.0 million related to employee tax withholding payments in connection with deliveries of Class A shares in settlement of RSUs. These adjustments were offset by $384.0 million in proceeds from the issuance of Class A shares and $454.4 million of debt issued by consolidated VIEs.

Distributions

The table below presents the declaration, payment and determination of the amount of quarterly distributions which are at the sole discretion of the Company (in millions, except per share amounts):


Distribution Declaration Date	Distribution per Class A Share Amount	Distribution Payment Date	Distribution to AGM Class A Shareholders		Distribution to Non-Controlling Interest Holders in the Apollo Operating Group		Total Distributions from Apollo Operating Group		Distribution Equivalents on Participating Securities
January 4, 2011	0.17	January 14, 2011	$	16.6	$	40.8	$	57.4	$	3.3
May 12, 2011	0.22	June 1, 2011		26.8		52.8		79.6		4.7
August 9, 2011	0.24	August 29, 2011		29.5		57.6		87.1		5.1
November 3, 2011	0.20	December 2, 2011		24.8		48.0		72.8		4.3
February 12, 2012	0.46	February 29, 2012		58.1		110.4		168.5		10.3
May 8, 2012	0.25	May 30, 2012		31.6		60.0		91.6		6.2

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, having access to credit facilities, being in compliance with existing credit agreements, as well as industry and market trends. Also, during economic downturns, the funds we manage might experience cash flow issues or liquidate entirely. In these situations we might be asked to reduce or eliminate the management fee and incentive fees we charge. As was the situation with AIE I, this could adversely impact our cash flow in the future.

For example, the investment performance of AIE I was adversely impacted due to market conditions in 2008 and early 2009, and on July 10, 2009, its shareholders subsequently approved a monetization plan. The primary objective of the monetization plan is to maximize shareholder recovery value by (i) opportunistically selling AIE I’s assets over a three-year period from July 2009 to July 2012 and (ii) reducing the overall costs of the fund. The Company waived management fees of $12.6 million for the year ended December 31, 2008 and an additional $2.0 million for the year ended December 31, 2009 to limit the adverse impact that deteriorating market conditions were having on AIE I’s performance. As a result of the monetization plan, we expect AIE I to have adequate cash flow to satisfy its obligations as they come due, therefore, we do not anticipate any additional fee waivers for AIE I in the future. The Company continues to charge AIE I management fees at a reduced rate of 1.5% of the net assets of AIE I. Prior to the monetization plan, the management fees were based on 2.0% of the gross assets of AIE I. The Company has no future plans to waive additional management fees charged to AIE I or to lower the current management fee arrangement. Management elected not to seek shareholder approval for a one-year extension and currently aims to wind up the company in a quick and cost efficient manner. Management anticipates that all related corporate entities will be dissolved by year-end and a final distribution will be made to shareholders of remaining cash, if any, in the first quarter of 2013. However, there can be no assurances that this timeframe will be met.

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

The Company granted approximately 1.5 million RSUs to its employees during the six months ended June 30, 2012. The average estimated fair value per share on the grant date was $13.03 with a total fair value of $19.3 million. This will impact the Company’s compensation expense as these grants are amortized over their vesting term of three to six years. Of these awards, approximately 1.0 million RSUs relate to awards granted that immediately vested as part of the Stone Tower acquisition. The fair value of these fully vested awards is $14.0 million and was included in the fair value of consideration transferred for the Stone Tower acquisition (see note 3 to our condensed consolidated financial statements). The fair value of these fully vested awards was not charged to compensation expense, but charged to additional paid in capital in the condensed consolidated statements of changes in shareholders’ equity. Refer to note 3 for further discussion of the Stone Tower acquisition. The Company expects to incur annual compensation expense on all grants, net of forfeitures, of approximately $50.8 million during the remainder of 2012 and $71.5 million, $26.2 million, $9.9 million and $7.4 million during the years ended December 31, 2013, 2014, 2015 and 2016, respectively, and $1.1 million amortized after 2016.

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

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

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

On August 2, 2012, the Company declared a cash distribution of $0.24 per Class A share, which will be paid on August 31, 2012 to holders of record on August 27, 2012.

Distributions to Managing Partners and Contributing Partners

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

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

The Contributing Partners are entitled to receive the following:

•

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

•

Net Management Fee Income —distributable cash determined by the general partner of each management company, from direct ownership of the management company entity. The Contributing Partners will continue to receive net management fee income payments based on the interests they retained in management companies directly. Such payments are treated as compensation expense post the 2007 Reorganization as described above.

•

Any additional consideration will be paid to them based on their proportional ownership interest in Holdings.

•

No base compensation is paid to the Contributing Partners from the Company, but they are entitled to a monthly draw.

•

Additionally, 85% of any tax savings APO Corp. recognizes as a result of the tax receivable agreement will be paid to any exchanging or selling Contributing Partner.

Potential Future Costs

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

Critical Accounting Policies

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. We also report segment information from our condensed consolidated statements of operations and include a supplemental performance measure, ENI, for our private equity, capital markets and real estate segments. ENI represents segment income (loss) excluding the impact of (i) non-cash charges related to RSUs granted in connection with the 2007 private placement and equity-based compensation expense comprising amortization of AOG Units, (ii) income taxes, (iii) amortization of intangibles associated with the 2007 Reorganization as well as acquisitions and (iv) Non-Controlling Interests excluding the remaining interest held by certain individuals who receive an allocation of income from certain of our capital markets management companies. In addition, segment data excludes the assets, liabilities and operating results of the Apollo funds and consolidated VIEs that are included in the condensed consolidated financial statements. ENI is not a U.S. GAAP measure.

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 our condensed consolidated financial statements. The following is a summary of our accounting policies that are affected most by judgments, estimates and assumptions.

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Consolidation

Apollo consolidates those entities it controls through a majority voting interest or through other means, including those funds for which the general partner is presumed to have control (i.e., AAA and the Apollo Senior Loan Fund). Apollo also consolidates entities that are VIEs for which Apollo is the primary beneficiary. Under the amended consolidation rules, an enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s business and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE.

Certain of our subsidiaries hold equity interests in and/or receive fees qualifying as variable interests from the funds that the Company manages. The amended consolidation rules require an analysis to determine whether (a) an entity in which Apollo holds a variable interest is a VIE and (b) Apollo’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., carried interest and management fees), would give it a controlling financial interest. When the VIE has qualified for the deferral of the amended consolidation rules in accordance with U.S. GAAP, the analysis is based on previous consolidation rules, which require an analysis to determine whether (a) an entity in which Apollo holds a variable interest is a VIE and (b) Apollo’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., carried interest and management fees), would be expected to absorb a majority of the variability of the entity.

Apollo assesses whether it is the primary beneficiary and will consolidate or deconsolidate the entity accordingly. Performance of that assessment requires the exercise of judgment. Where the variable interests have qualified for the deferral, judgments are made in estimating cash flows in evaluating which member within the equity group absorbs a majority of the expected profits or losses of the VIE. Where the variable interests have not qualified for the deferral, judgments are 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 are potentially significant to the VIE. Under both guidelines, judgment is made in evaluating the nature of the relationships and activities of the parties involved in determining if there is a related-party group, and if so, which party within a related-party group is most closely associated with a VIE. The use of these judgments has a material impact to certain components of Apollo’s condensed consolidated financial statements.

Assets and liability amounts of the consolidated VIEs are shown in separate sections within the condensed consolidated statements of financial condition.

Additional disclosures regarding VIEs are set forth in note 5 to our condensed consolidated financial statements. Inter-company transactions and balances, if any, have been eliminated in the consolidation.

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Revenue Recognition

Carried Interest Income from Affiliates. We earn carried interest income from our funds as a result of such funds achieving specified performance criteria. Such carried interest income generally is earned based upon a fixed percentage of realized and unrealized gains of various funds after meeting any applicable hurdle rate or threshold minimum. Carried interest income from certain of the funds that we manage is subject to contingent repayment and is generally paid to us as particular investments made by the funds are realized. If, however, upon liquidation of a fund, the aggregate amount paid to us as carried interest exceeds the amount actually due to us based upon the aggregate performance of the fund, the excess (in certain cases net of taxes) is required to be returned by us to that fund. For a majority of our capital markets funds, once the annual carried interest income has been determined, there generally is no look-back to prior periods for a potential contingent repayment, however, carried interest income on certain other capital markets funds can be subject to contingent repayment at the end of the life of the fund. We have elected to adopt Method 2 from U.S. GAAP guidance applicable to accounting for carried interest based on a formula, and under this method, we accrue carried interest income quarterly based on fair value of the underlying investments and separately assess if contingent repayment is necessary. The determination of carried interest income and contingent repayment considers both the terms of the respective partnership agreements and the current fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used. Refer to note 6 to our condensed consolidated financial statements for disclosure of the amounts of carried interest income (loss) from affiliates that was generated from realized versus unrealized losses. 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 capital markets, private equity and real estate funds.

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

Investments, at Fair Value

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

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

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

Equity Method Investments . For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. Income (loss) from equity method investments is recognized as part of other income (loss) in the condensed consolidated statements of operations and income (loss) on available-for-sale securities (from equity method investments) is recognized as part of other comprehensive income (loss), net of tax in the condensed consolidated statements of comprehensive income (loss). The carrying amounts of equity method investments are reflected in investments in the condensed consolidated statements of financial condition. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities are at fair value.

Private Equity Investments. The majority of the 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

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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 conditions; and (9) other factors deemed relevant. Market approach valuation models typically employ a multiple that is based on one or more of the factors described above. Sources for gaining additional knowledge related to comparable companies include public filings, annual reports, analyst research reports, and press releases. Once a comparable company set is determined, we review certain aspects of the subject company’s performance and determine how its performance compares to the group and to certain individuals in the group. We compare certain measurements such as EBITDA margins, revenue growth over certain time periods, leverage ratios, and growth opportunities. In addition, we compare our entry multiple and its relation to the comparable set at the time of acquisition to understand its relation to the comparable set on each measurement date.

Income Approach. For investments where the market approach does not provide adequate fair value information, we rely on the income approach. The income approach is also used to value investments or validate the market approach within our private equity funds. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology used in the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are significant assumptions related to the subject company’s expected results and a calculated discount rate, which is normally based on the subject company’s weighted average cost of capital, or “WACC.” The WACC represents the required rate of return on total capitalization, which is comprised of a required rate of return on equity, plus the current tax-effected rate of return on debt, weighted by the relative percentages of equity and debt that are typical in the industry. The most critical step in determining the appropriate WACC for each subject company is to select companies that are comparable in nature to the subject company. 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.

On a quarterly basis, Apollo utilizes a valuation committee consisting of members from senior management that review and approve the valuation results related to our private equity investments. Management also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. Management performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analysis.

Capital Markets Investments. The majority of investments in Apollo’s capital markets funds are valued based on valuation models and quoted market prices. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing recognized pricing services, market participants or other sources. The capital markets funds also enter into foreign currency exchange contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. 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 credit default contract and the original contract price.

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Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers. When determining fair value pricing when no observable market value exists, the value attributed to an investment is based on the enterprise value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation approaches used to estimate the fair value of illiquid investments included in Apollo’s capital markets investments also may include the market approach and the income approach, as previously described above.

On a quarterly basis, Apollo utilizes a valuation sub-committee consisting of members from senior management to review and approve the valuation results related to our capital markets investments. Management performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analysis.

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

On a quarterly basis, Apollo utilizes a valuation sub-committee consisting of members from senior management to review and approve the valuation results related to our real estate investments. Management performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analysis.

The fair values of the investments in our private equity, capital markets and real estate funds can be impacted by changes to the assumptions used in the underlying valuation models. For further discussion on the impact of changes to valuation assumptions refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Sensitivity” in our Form 10-K for the year ended December 31, 2011 filed with the SEC on March 9, 2012. There have been no material changes to the underlying valuation models during the periods that our financial results are presented.

Fair Value of Financial Instruments

U.S. GAAP guidance requires the disclosure of the estimated fair value of financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Except for the Company’s debt obligation related to the AMH Credit Agreement (as defined in note 9 to our condensed consolidated financial statements), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying value approximates 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. Other 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. As disclosed in note 9 to our condensed consolidated financial statements, the Company’s long term debt obligation related to the AMH Credit Agreement is believed to have an estimated fair value of approximately $773.0 million based on a yield analysis using available market data of comparable securities with similar terms and remaining maturities as of June 30, 2012. However, the carrying value that is recorded on the condensed consolidated statements of financial condition is the amount for which we expect to settle the long term debt obligation.

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Valuation of Financial Instruments held by Consolidated VIEs

Fair Value Option. Apollo has elected the fair value option for the assets and liabilities of the consolidated VIEs. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. Apollo has elected to separately present interest income in the condensed consolidated statements of operations from other changes in the fair value of the convertible notes issued by HFA. Apollo has applied the fair value option for certain corporate loans, other investments and debt obligations held by these entities that otherwise would not have been carried at fair value. Refer to note 5 to our condensed consolidated financial statements for further disclosure on financial instruments of the consolidated VIEs for which the fair value option has been elected.

Compensation and Benefits

Compensation and benefits include salaries, bonuses, profit sharing plans and the amortization of equity-based compensation. Bonuses are accrued over the service period. From time to time, the Company may distribute profits interests as a result of waived management fees to its investment professionals, which are considered compensation. Additionally, certain employees have arrangements whereby they are entitled to receive a percentage of carried interest income based on the fund’s performance. To the extent that individuals are entitled to a percentage of the carried interest income and such entitlement is subject to potential forfeiture at inception, such arrangements are accounted for as profit sharing plans, and compensation expense is recognized as the related carried interest income is recognized.

Profit Sharing Expense. Compensation expense related to our profit sharing payable is 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, any movements in the fair value of the underlying investments in the funds we manage and advise affect the profit sharing expense. The Contributing Partners and employees are generally allocated approximately 30% to 50% of the total carried interest income which is driven primarily by changes in fair value of the underlying fund’s investments and is treated as compensation expense. Additionally, profit sharing expenses paid may be subject to clawback from employees, former employees and Contributing Partners.

Incentive Fee Compensation. Certain employees are entitled to receive a discretionary portion of incentive fee income from certain of our capital markets funds, based on performance for the period. Incentive fee compensation expense is recognized on an accrual basis as the related carried interest income is earned.

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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 of equity instruments is generally measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are recognized over the relevant service period. Further, as required under U.S. GAAP, the Company estimates forfeitures using industry comparables or historical trends for equity-based awards that are not expected to vest. Apollo’s equity-based compensation awards consist of, or provide rights with respect to AOG Units, RSUs, share options, AAA RDUs, ARI restricted stock awards, ARI RSUs and AMTG RSUs. The Company’s assumptions made to determine the fair value on grant date and the estimated forfeiture rate are embodied in the calculations of compensation expense.

Another significant part of our compensation expense is derived from amortization of the AOG Units subject to forfeiture by our Managing Partners and Contributing Partners. The estimated fair value was determined and recognized over the forfeiture period on a straight-line basis. We have estimated a 0% and 3% forfeiture rate for our Managing Partners and Contributing Partners, respectively, based on the Company’s historical attrition rate for this level of staff as well as industry comparable rates. If either the Managing Partners or Contributing Partners are no longer associated with Apollo or if there is no turnover, we will revise our estimated compensation expense to the actual amount of expense based on the units vested at the balance sheet date in accordance with U.S. GAAP.

Additionally, the value of the AOG Units have been reduced to reflect the transfer restrictions imposed on units issued to the Managing Partners and Contributing Partners as well as the lack of rights to participate in future Apollo Global Management, LLC equity offerings. These awards have the following characteristics:

•

Awards granted to the Managing Partners (i) are not permitted to be sold to any parties outside of the Apollo Global Management, LLC control group and transfer restrictions lapse pro rata during the forfeiture period over 60 or 72 months, and (ii) allow the Managing Partners to initiate a change in control.

•

Awards granted to the Contributing Partners (i) are not permitted to be sold or transferred to any parties except to the Apollo Global Management, LLC control group and (ii) the transfer restriction period lapses over six years (which is longer than the forfeiture period which lapses ratably over 60 months).

As noted above, the AOG Units issued to the Managing Partners and Contributing Partners have different restrictions which affect the liquidity of, and the discounts applied to, each grant.

We utilized the Finnerty Model to calculate a discount on the AOG Units granted to the Contributing Partners. The Finnerty Model provides for a valuation discount reflecting the holding period restriction embedded in a restricted stock preventing its sale over a certain period of time. Along with the Finnerty Model we applied adjustments to account for the existence of liquidity clauses specific to Contributing Partner units and a minority interest consideration as compared to units sold through the strategic investor transaction in 2007. The combination of these adjustments yielded a fair value estimate of the AOG Units granted to the Contributing Partners.

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 restricted stock 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 stock, we can effectively estimate the marketability discount.

The assumptions utilized in the model were (i) length of holding period, (ii) volatility, (iii) dividend yield and (iv) risk free rate. Our assumptions were as follows:

(i)

We assumed a maximum two year holding period.

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(ii)

We concluded based on industry peers, that our volatility annualized would be approximately 40%.

(iii)

We assumed no distributions.

(iv)

We assumed a 4.88% risk free rate based on U.S. Treasuries with a two year maturity.

For the Contributing Partners’ grants, the Finnerty Model calculation, as detailed above, yielded a marketability discount of 25%. This marketability discount, along with adjustments to account for the existence of liquidity clauses and consideration of non-controlling interests as compared to units sold through the strategic investors transaction in 2007, resulted in an overall discount for these grants of 29%.

We determined a 14% discount for the grants to the Managing Partners based on the equity value per share of $24. We determined that the value of the grants to the Managing Partners was supported by the 2007 sale of an identical security to Credit Suisse Management, LLC at $24 per share. Based on an equity value per share of $24, the implied discount for the grants to the Managing Partners was 14%. The Contributing Partners yielded a larger overall discount of 29%, as they are unable to cause a change in control of Apollo. This results in a lower fair value estimate, as their units have fewer beneficial features than those of the Managing Partners.

Income Taxes

Apollo has historically generally operated in the U.S. as partnerships for U.S. Federal income tax purposes and generally as corporate entities in non-U.S. jurisdictions. As a result, income generally has not been subject to U.S. Federal and state income taxes. Taxes related to income earned by these entities represent obligations of the individual partners and members and have not been reflected in the condensed consolidated financial statements. Income taxes presented on the condensed consolidated statements of operations are attributable to the NYC UBT and income taxes on certain entities located in non-U.S. jurisdictions.

Following the 2007 Reorganization, the Apollo Operating Group and its subsidiaries continue to generally operate in the U.S. as partnerships for U.S. Federal income tax purposes and generally as corporate entities in non-U.S. jurisdictions. Accordingly, these entities in some cases are subject to NYC UBT, or in the case of non-U.S. entities, to non-U.S. corporate income taxes. In addition, APO Corp., a wholly-owned subsidiary of the Company, is subject to U.S. Federal, state and local corporate income tax, and the Company’s provision for income taxes is accounted for in accordance with U.S. GAAP.

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

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Recent Accounting Pronouncements

A list of recent accounting pronouncements that are relevant to Apollo and its industry is included in note 2 to our condensed consolidated financial statements.

Off-Balance Sheet Arrangements

In the normal course of business, we engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications and potential contingent repayment obligations. See note 13 to our condensed consolidated financial statements for a discussion of guarantees and contingent obligations.

Contractual Obligations, Commitments and Contingencies

As of June 30, 2012, the Company’s material contractual obligations consist of lease obligations, contractual commitments as part of the ongoing operations of the funds and debt obligations. Fixed and determinable payments due in connection with these obligations are as follows:


	Remaining 2012		2013		2014		2015		2016		Thereafter		Total
	(in thousands)
Operating lease obligations ⁽¹⁾	$	18,153	$	37,300	$	37,545	$	36,299	$	36,325	$	102,496	$	268,118
Other long-term obligations ⁽²⁾		6,216		2,919		500		104		—		—		9,739
AMH Credit Agreement ⁽³⁾		15,297		30,596		85,545		78,412		26,302		623,486		859,638
CIT secured loan agreement		490		9,618		—		—		—		—		10,108

Obligations as of June 30, 2012	$	40,156	$	80,433	$	123,590	$	114,815	$	62,627	$	725,982	$	1,147,603

(1)	The Company has entered into sublease agreements and will contractually receive approximately $10.1 million over the remaining periods of 2012 and thereafter.

(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)	$723.3 million, net ($995.0 million portion less amount repurchased) of the AMH debt matures in January 2017 and $5.0 million matures in April 2014. Amounts represent estimated interest payments until the loan matures using an estimated weighted average annual interest rate of 4.21%.

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)

Amounts do not include the senior secured term loan entered into by AAA Investments of which $359.9 million was utilized as of June 30, 2012. The term loan matures on June 30, 2015. AAA is consolidated by the Company in accordance with U.S. GAAP. The Company does not guarantee and has no legal obligation to repay amounts outstanding under the term loan. Accordingly, the $359.9 million outstanding balance was excluded from the table above.

(ii)

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

(iii)

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

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Commitments

Our management companies and general partners have committed that we, or our affiliates, will invest a certain percentage of capital into the funds we manage. While a small percentage of these amounts are funded by us, the majority of these amounts have historically been funded by our affiliates, including certain of our employees and certain Apollo funds. The table below presents the commitment and remaining commitment amounts of Apollo and its affiliates, the percentage of total fund commitments of Apollo and its affiliates, the commitment and remaining commitment amounts of Apollo only (excluding affiliates), and the percentage of total fund commitments of Apollo only (excluding affiliates) for each private equity fund, capital markets fund and real estate fund as of June 30, 2012 as follows ($ in millions):


Fund	Apollo and Affiliates Commitments			% of Total Fund Commitments			Apollo Only (Excluding Affiliates) Commitments		Apollo Only (Excluding Affiliates) % of Total Fund Commitments			Apollo and Affiliates Remaining Commitments			Apollo Only (Excluding Affiliates) Remaining Commitments
Private Equity:
Fund VII	$	467.2	⁽¹⁾		3.18	%	$	178.0		1.21	%	$	147.0	⁽¹⁾	$	54.5
Fund VI		246.3			2.43			6.3		0.06			24.3			0.6
Fund V		100.0			2.67			0.5		0.01			6.5			—	⁽²⁾
Fund IV		100.0			2.78			0.2		0.01			0.5			—	⁽²⁾
Fund III		100.6			6.71			—		—			15.5			—
ANRP		364.7	⁽¹⁾		45.50			8.6		1.07			271.1	⁽¹⁾		6.5
Capital Markets:
EPF I ⁽⁷⁾		340.3	⁽³⁾		20.74			22.4		1.37			90.0	⁽⁴⁾		7.2
EPF II		176.7			8.60			51.7		2.52			163.0			48.1
SOMA ⁽⁸⁾		—			—			—		—			—			—
COF I		451.1	⁽⁶⁾		30.38			29.7		2.00			237.4	⁽⁶⁾		4.2
COF II		30.5			1.93			23.4		1.48			0.8			0.6
ACLF ⁽⁵⁾		23.9			2.43			23.9		2.43			12.6			12.6
Palmetto		18.0			1.19			18.0		1.19			7.4			7.4
AIE II ⁽⁷⁾		8.2			3.14			5.1		1.95			0.8			0.5
A-A European Senior Debt Fund, L.P.		50.0			100.0			—		—			—			—
FCI		150.7			26.97			—		—			64.0			—
Apollo/Palmetto Loan Portfolio, L.P.		300.0	⁽¹⁾		100.0			—		—			85.0	⁽¹⁾		—
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.		200.0	⁽¹⁾		100.0			—		—			—	⁽¹⁾		—
AESI ⁽⁷⁾		4.5			1.00			4.5		1.00			2.0			2.0
AEC		6.8			2.52			2.6		0.96			3.7			1.4
Apollo Centre Street Partnership, L.P.		15.0			2.44			15.0		2.44			10.6			10.6
Apollo Asia Private Credit Fund, L.P.		156.2			96.90			0.1		0.06			128.2			0.1
Apollo SK Strategic Investments, L.P.		2.0			0.99			2.0		0.99			2.0			2.0
Stone Tower Structured Credit Recovery Master Fund II, Ltd.		0.8			0.94			—		—			0.2			—
Stone Tower Credit Strategies Master Fund, Ltd.		0.9			0.68			—		—			—			—
Stone Tower Credit Solutions Master Fund, Ltd. 5.1		5.1			0.22			—		—			—			—
Stone Tower Credit Master Fund, Ltd.		1.0			0.90			—		—			0.3			—
Real Estate:
AGRE U.S. Real Estate Fund		613.2	⁽¹⁾		78.09			13.2		1.68			558.1	⁽¹⁾		11.1
CPI Capital Partners North America		7.5			1.25			2.0		0.33			1.8			0.5
CPI Capital Partners Europe ⁽⁷⁾		6.9			0.47			—		—			1.3			—
CPI Capital Partners Asia Pacific		6.9			0.53			0.5		0.04			0.7			—
London Prime Apartments Guernsey Holdings Limited (Guernsey) ⁽⁹⁾		17.8			7.79			0.5		0.22			11.9			0.4
Apollo GSS Holding (Cayman), L.P. ⁽⁹⁾		10.2			14.70			3.1		4.47			4.2			1.3
Other:
Apollo SPN Investments I, L.P.		47.1			1.55	%		47.1		1.55	%		47.1			47.1

Total	$	4,030.1					$	458.4				$	1,898.0		$	218.7

(1)

As of June 30, 2012, Palmetto had commitments and remaining commitment amounts in Fund VII of $110.0 million and $34.0 million, respectively, ANRP of $150.0 million and $111.4 million, respectively, Apollo/Palmetto Loan Portfolio, L.P. of $300.0 million and $85.0 million, respectively, Apollo/Palmetto Short-Maturity Loan Portfolio, L.P. of $200.0 million and $0.0 million, respectively, and AGRE U.S. Real Estate Fund, L.P. of $300 million and $263.5 million, respectively.

(2)	As of June 30, 2012, Apollo had an immaterial amount of remaining commitments in Fund IV and Fund V. Accordingly, presentation of such remaining commitments was not deemed meaningful for inclusion in the table above.

(3)	Of the total commitment amount in EPF, AAA, SOMA and Palmetto have approximately €54.5 million, €75.0 million and €106.0 million, respectively.

(4)	Of the total remaining commitment amount in EPF, AAA, SOMA and Palmetto have approximately €14.0 million, €19.3 million and €27.2 million, respectively.

(5)	As of June 30, 2012, the general partner of ACLF Co-Invest, a co-investment vehicle that invests alongside ACLF, had committed an immaterial amount to ACLF Co-Invest. Accordingly, presentation of such commitment was not deemed meaningful for inclusion in the table above.

(6)	As of June 30, 2012, SOMA had commitments and remaining commitment amounts in COF I of $250.0 million and $202.0 million, respectively.

(7)	Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.27 as of June 30, 2012.

(8)

Apollo and affiliated investors must maintain an aggregate capital balance in an amount not less than 1% of total capital account balances of the partnership. As of June 30, 2012, Apollo and its affiliates’ capital balances exceeded the 1% requirement and are not required to fund a capital commitment.

(9)	Apollo’s commitment in these investments is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.57 as of June 30, 2012.

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As a limited partner, the general partner and manager of the Apollo private equity, capital markets and real estate funds, Apollo has unfunded capital commitments at June 30, 2012 and December 31, 2011 of $218.7 million and $137.9 million, respectively.

The AMH Credit Agreement, which provides for a variable-rate term loan, will have future impacts on our use of cash. Borrowings under the AMH Credit Agreement originally accrued interest at a rate of (i) LIBOR loans (LIBOR plus 1.25%), or (ii) base rate loans (base rate plus 0.50%). The Company hedged $167 million of the variable-rate loan with fixed rate swaps to minimize our interest rate risk and the interest rate swaps expired in May 2012. The loan was originally scheduled to mature in April 2014. On December 20, 2010, Apollo amended the AMH Credit Agreement to extend the maturity date of $995 million of the term loans from April 20, 2014 to January 3, 2017 and modified certain other terms of the Credit Agreement. Pursuant to this amendment, AMH or an affiliate was required to purchase from each lender that elected to extend the maturity date of its term loan a portion of such extended term loan equal to 20% thereof. In addition, AMH or an affiliate is required to repurchase at least $50 million aggregate principal amount of term loans by December 31, 2014 and at least $100 million aggregate principal amount of term loans (inclusive of the previously purchased $50.0 million) by December 31, 2015 at a price equal to par plus accrued interest. The sweep leverage ratio (which is a figure that varies over time that is used to determine the applicable level of certain carve-outs to the negative covenants as well as to determine the level of AMH’s cash collateralization requirements) was extended to end at the new extended maturity date. The interest rate for the highest applicable margin for the loan portion extended changed to LIBOR plus 4.25% and base rate plus 3.25%. On December 20, 2010, an affiliate of AMH that is a guarantor under the AMH Credit Agreement repurchased approximately $180.8 million of term loans in connection with the extension of the maturity date of such loans and thus the AMH loans (excluding the portions held by AMH affiliates) had a remaining outstanding balance of $728.3 million. The Company determined that the amendments to the AMH Credit Agreement resulted in debt extinguishment which did not result in any gain or loss.

On June 30, 2008, the Company entered into a credit agreement with Fund VI, pursuant to which Fund VI advanced $18.9 million of carried interest income to the limited partners of Apollo Advisors VI, L.P., who are also employees of the Company. The loan obligation accrues interest at an annual fixed rate of 3.45% and terminates on the earlier of June 30, 2017 or the termination of Fund VI. In March 2011, a right of offset for the indemnified portion of the loan obligation was established between the Company and Fund VI, therefore the loan was reduced in the amount of $10.9 million, which is offset in carried interest receivable on the condensed consolidated statements of financial condition. At December 31, 2011, the total outstanding loan aggregated $9.0 million, including accrued interest of $1.0 million, which approximated fair value, of which approximately $6.5 million was not subject to the indemnity discussed above and is a receivable from the Contributing Partners and certain employees. During the three and six months ended June 30, 2012, there was no interest paid. During the three and six months ended June 30, 2012, there was $0.0 million and $0.1 million accrued interest on the outstanding loan obligation. As of June 30, 2012, the total outstanding loan aggregated $9.2 million, including accrued interest of $1.1 million which approximated fair value, of which approximately $6.6 million was not subject to the indemnity discussed in note 12 to our condensed consolidated financial statements and is a receivable from the Contributing Partners and certain employees.

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In accordance with the Managing Partners Shareholders Agreement dated July 13, 2007, as amended, and the above credit agreement, we have indemnified the Managing Partners and certain Contributing Partners (at varying percentages) for any carried interest income distributed from Fund IV, Fund V and Fund VI that is subject to contingent repayment by the general partner. As discussed in note 12 to our condensed consolidated financial statements, the Company has recorded a general partner obligation to return previously distributed carried interest income or fees of $143.8 million to Fund VI.

Contingent Obligations— Carried interest income in private equity funds, certain capital markets and real estate funds is subject to reversal in the event of future losses to the extent of the cumulative carried interest recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that has been recognized by Apollo through June 30, 2012 and that would be reversed approximates $1.9 billion. Management views the possibility of all of the investments becoming worthless as remote. Carried interest income is affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable. The table below indicates the potential future reversal of carried interest income:


	June 30, 2012
Private Equity Funds:
Fund VII	$	994,582
Fund V		306,247
Fund IV		22,671
Other (AAA, Stanhope)		22,548

Total Private Equity Funds		1,346,048

Capital Markets Funds :
Distressed and Event-Driven Hedge Funds (Value Funds)		17,168
Mezzanine Funds (AIE II)		24,753
Non-Performing Loan Fund (EPF I)		65,820
Senior Credit Funds (COF I/COF II, ACLF, AEC, collateralized loan obligations (“CLOs”))		356,169
Stone Tower Funds/CLOs		102,135
Sub-Advisory Arrangements		2,159

Total Capital Market Funds		568,204

Real Estate Funds :
CPI Other		1,647

Total Real Estate Funds		1,647

Total	$	1,915,899

One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings to the portfolio companies of the funds we manage. As of June 30, 2012, there were no underwriting commitments outstanding related to such offerings.

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Contingent Consideration

In connection with the Stone Tower acquisition, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future realized incentive fee revenue earned from certain of the Stone Tower Funds, CLOs, CDOs and managed accounts. This contingent consideration liability had an Acquisition Date fair value of $117.7 million, which was determined based on the present value of estimated future carried interest payments and is recorded in profit sharing payable in the condensed consolidated statements of financial condition. The fair value of the contingent obligation was $114.7 million as of June 30, 2012. Refer to note 3 for additional details related to the Stone Tower acquisition. The contingent consideration liability will be remeasured to fair value each reporting period until the contingency is resolved. The changes to the fair value of the contingent consideration obligation will be reflected in the condensed consolidated statements of operations.

In connection with the CPI acquisition, the consideration transferred in the acquisition was contingent consideration in the form of a liability incurred by Apollo to CPI. The liability is an obligation of Apollo to transfer cash to CPI based on a specified percentage of future earnings. The estimated fair value of the contingent liability is $1.2 million as of June 30, 2012 and December 31, 2011 and is recorded in due to affiliates in the condensed consolidated statements of financial condition.

During the one year measurement period, any changes resulting from facts and circumstances that existed as of the Acquisition Date will be reflected as a retrospective adjustment to the gain on acquisition and the respective asset acquired or liability assumed.

The Company has determined that the contingent consideration obligations are categorized as Level III liability in the fair value hierarchy as the pricing inputs into the determination of fair value requires significant management judgment and estimation.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our predominant exposure to market risk is related to our role as investment manager and general partner for our funds and the sensitivity to movements in the fair value of their investments and resulting impact on carried interest income and management fee revenues. Our direct investments in the funds also expose us to market risk whereby movements in the fair values of the underlying investments will increase or decrease both net gains (losses) from investment activities and income (loss) from equity method investments. For a discussion of the impact of market risk factors on our financial instruments refer to “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.

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.

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

•

The investment process of our private equity funds involves a detailed analysis of potential acquisitions, and investment management teams assigned to monitor the strategic development, financing and capital deployment decisions of each portfolio investment.

•

Our capital markets 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.

Impact on Management Fees —Our management fees are based on one of the following:

•

capital commitments to an Apollo fund;

•

capital invested in an Apollo fund;

•

the gross, net or adjusted asset value of an Apollo fund, as defined; or

•

as otherwise defined in the respective agreements.

Management fees could be impacted by changes in market risk factors and management could consider an investment permanently impaired as a result of (i) such market risk factors cause changes in invested capital or in market values to below cost, in the case of our private equity funds and certain capital markets funds, or (ii) such market risk factors causing changes in gross or net asset value, for the capital markets funds. The proportion of our management fees that are based on NAV is dependent on the number and types of our funds in existence and the current stage of each fund’s life cycle.

Impact on Advisory and Transaction Fees —We earn transaction fees relating to the negotiation of private equity, capital markets and real estate transactions and may obtain reimbursement for certain out-of-pocket expenses incurred. Subsequently, on a quarterly or annual basis, ongoing advisory fees, and additional transaction fees in connection with additional purchases or follow-on transactions, may be earned. Management Fee Offsets and any broken deal costs are reflected as a reduction to advisory and transaction fees from affiliates. Advisory and transaction fees will be impacted by changes in market risk factors to the extent that they limit our opportunities to engage in private equity, capital markets and real estate transactions or impair our ability to consummate such transactions. The impact of changes in market risk factors on advisory and transaction fees is not readily predicted or estimated.

Impact on Carried Interest Income —We earn carried interest income from our funds as a result of such funds achieving specified performance criteria. Our carried interest income will be impacted by changes in market risk factors. However, several major factors will influence the degree of impact:

•

the performance criteria for each individual fund in relation to how that fund’s results of operations are impacted by changes in market risk factors;

•

whether such performance criteria are annual or over the life of the fund;

•

to the extent applicable, the previous performance of each fund in relation to its performance criteria; and

•

whether carried interest income attributable to each fund is subject to contingent repayment.

As a result, the impact of changes in market risk factors on carried interest income will vary widely from fund to fund. The impact is heavily dependent on the prior and future performance of each fund, and therefore is not readily predicted or estimated.

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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. For example, subsequent to the second quarter of 2007, debt capital markets around the world began to experience significant dislocation, severely limiting the availability of new credit to facilitate new traditional buyouts, and the markets remain volatile. 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 investments and our rates of return. Accordingly, depending on the instruments or activities impacted, market risks can have wide ranging, complex adverse affects on our results from operations and our overall financial condition. We monitor our 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 have to instruments whose values vary with the change in interest rates. These instruments include, but are not limited to, loans, borrowings and derivative instruments. We may seek to mitigate risks associated with the exposures by taking offsetting positions in derivative contracts. Hedging instruments allow us to seek to mitigate risks by reducing the effect of movements in the level of interest rates, changes in the shape of the yield curve, as well as, changes in interest rate volatility. Hedging instruments used to mitigate these risks may include related derivatives such as options, futures and swaps.

Credit Risk —Certain of our funds are subject to certain inherent risks through their investments.

Certain of our entities invest substantially all of their excess cash in open-end money market funds and money market demand accounts, which are included in cash and cash equivalents. The money market funds invest primarily in government securities and other short-term, highly liquid instruments with a low risk of loss. We continually monitor the funds’ performance in order to manage any risk associated with these investments.

Certain of our entities 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 we enter into contracts to banks and investment banks who meet established credit and capital guidelines. We do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.

Foreign Exchange Risk —Foreign exchange risk represents exposures we have to changes in the values of current 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 us against losses that may arise due to volatile movements in foreign exchange rates and/or interest rates.

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, Luxembourg, Mumbai, Hong Kong and Singapore, and have been strategically growing our international presence. Our investments and 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. We also invest in the securities of corporations which are located in non-U.S. jurisdictions. As we continue to expand globally, we will continue to focus on monitoring and managing these risk factors as they relate to specific non-U.S. investments.

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ITEM 4.

CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act) occurred during our most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

On July 16, 2008, Apollo was joined as a defendant in a pre-existing purported class action pending in Massachusetts federal court against, among other defendants, numerous private equity firms. The suit alleges that beginning in mid-2003, Apollo and the other private equity firm defendants violated the U.S. antitrust laws by forming “bidding clubs” or “consortia” that, among other things, rigged the bidding for control of various public corporations, restricted the supply of private equity financing, fixed the prices for target companies at artificially low levels, and allocated amongst themselves an alleged market for private equity services in leveraged buyouts. The suit seeks class action certification, declaratory and injunctive relief, unspecified damages, and attorneys’ fees. On August 27, 2008, Apollo and its co-defendants moved to dismiss plaintiffs’ complaint and on November 20, 2008, the Court granted the company’s motion. The Court also dismissed two other defendants, Permira and Merrill Lynch. On September 17, 2010, the plaintiffs filed a motion to amend the complaint by adding an additional eight transactions and adding Apollo as a defendant. On October 6, 2010, the Court granted plaintiffs’ motion to file that amended complaint. Plaintiffs’ fourth amended complaint, filed on October 7, 2010, adds Apollo as a defendant. Apollo joined in the other defendants’ October 21, 2010 motion to dismiss the third claim for relief and all claims by the PanAmSat Damages Sub-class in the Fourth Amended Complaint, which motion was granted on January 13, 2011. On November 4, 2010, Apollo moved to dismiss, arguing that the claims against Apollo are time-barred and that the allegations against Apollo are insufficient to state an antitrust conspiracy claim. On February 17, 2011, the Court denied Apollo’s motion to dismiss, ruling that Apollo should raise the statute of limitations issues on summary judgment after discovery is completed. Apollo filed its answer to the fourth amended complaint on March 21, 2011. On July 11, 2011, the plaintiffs filed a motion for leave to file a fifth amended complaint that adds ten additional transactions and expands the scope of the class seeking relief. On September 7, 2011, the Court denied the motion for leave to amend without prejudice and gave plaintiffs permission to take limited discovery on the ten additional transactions. On June 14, 2012, the plaintiffs filed a Fifth Amended Complaint. The defendants filed a motion to dismiss the Fifth Amended Complaint in part, and that motion was granted in part and denied in part. On July 21, 2012, all defendants filed motions for summary judgment, and those motions remain pending. Currently, Apollo does not believe that a loss from liability in this case is either probable or reasonably estimable. Apollo believes that plaintiffs’ claims lack factual and legal merit and intends to defend it vigorously. For these reasons, no estimate of possible loss, if any, can be made at this time.

In March 2012, plaintiffs filed two putative class actions, captioned Kelm v. Chase Bank (No. 12-cv-332) and Miller v. 1-800-Flowers.com, Inc. (No. 12-cv-396), in the District of Connecticut on behalf of a class of consumers alleging online fraud. The defendants included, among others, Trilegiant Corporation, Inc. (“Trilegiant”), its parent company, Affinion Group, LLC (“Affinion”), and Apollo Global Management, LLC, which is affiliated with funds that are the beneficial owners of 69% of Affinion’s common stock. In both cases, plaintiffs allege that Trilegiant, aided by its business partners, who include e-merchants and credit card companies, developed a set of business practices intended to create consumer confusion and ultimately defraud consumers into unknowingly paying fees to clubs for unwanted services. Plaintiffs allege that Apollo is a proper defendant because of its indirect stock ownership and ability to appoint the majority of Affinion's board. The complaints assert claims under the Racketeer Influenced Corrupt Organizations Act; the Electronic Communications Privacy Act; the Connecticut Unfair Trade Practices Act; and the California Business and Professional Code, and seek, among other things, restitution or disgorgement, injunctive relief, compensatory, treble and punitive damages, and attorneys’ fees. The allegations in Kelm and Miller are substantially similar to those in Schnabel v. Trilegiant Corp. (No. 3:10-cv-957), a putative class action filed in the District of Connecticut in 2010 that names only Trilegiant and Affinion as defendants. The Court has consolidated the Kelm, Miller, and Schnabel cases and ordered that they proceed on the same schedule. On June 18, 2012, the Court appointed lead plaintiffs’ counsel and set deadlines for the plaintiffs to file a consolidated amended complaint (August 17, 2012) and a RICO case statement (September 7, 2012) and for defendants to answer or otherwise respond to the consolidated amended complaint (October 19, 2012). Apollo believes that plaintiffs' claims against it are without merit. For this reason, and because the claims against Apollo are in their early stages, no reasonable estimate of possible loss, if any, can be made at this time.

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ITEM 1A.

RISK FACTORS

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on March 9, 2012, which is accessible on the Securities and Exchange Commission’s website at www.sec.gov. There have been no material changes to the risk factors for the six months ended June 30, 2012.

The risks described in our Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sale of Equity Securities

On April 3, 2012, July 9, 2012 and August 6, 2012 we issued 150,000, 1,451,915, and 1,961,631 Class A shares, net of taxes, to Apollo Management Holdings, L.P., respectively, for an aggregate purchase price of $2,167,500, $18,003,746 and $26,737,031, respectively. The issuances were exempt from registration under the Securities Act in accordance with Section 4(2) and Rule 506 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.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

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ITEM 6.

EXHIBITS


Exhibit Number		Exhibit Description

3.1		Certificate of Formation of Apollo Global Management, LLC (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

3.2		Amended and Restated Limited Liability Company Agreement of Apollo Global Management, LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

4.1		Specimen Certificate evidencing the Registrant’s Class A shares (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.1		Amended and Restated Limited Liability Company Operating Agreement of AGM Management, LLC dated as of July 10, 2007 (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.2		Third Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings I, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.3		Third Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings II, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.4		Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings III, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.5		Third Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings IV, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.6		Registration Rights Agreement, dated as of August 8, 2007, by and among Apollo Global Management, LLC, Goldman Sachs & Co., J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.7		Investor Rights Agreement, dated as of August 8, 2007, by and among Apollo Global Management, LLC, AGM Management, LLC and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.8		Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.9		Agreement Among Principals, dated as of July 13, 2007, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings, L.P. (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.10		Shareholders Agreement, dated as of July 13, 2007, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, Leon D. Black, Marc J. Rowan and Joshua J. Harris (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.11		Exchange Agreement, dated as of July 13, 2007, by and among Apollo Global Management, LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Management Holdings, L.P. and the Apollo Principal Holders (as defined therein), from time to time party thereto (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.12		Tax Receivable Agreement, dated as of July 13, 2007, by and among APO Corp., Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P., Apollo Management Holdings, L.P. and each Holder defined therein (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

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Exhibit Number		Exhibit Description

10.13		Credit Agreement dated as of April 20, 2007 among Apollo Management Holdings, L.P., as borrower, Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P. and AAA Holdings, L.P., as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.14		Employment Agreement with Barry Giarraputo (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.15		Employment Agreement with Henry Silverman (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.16		Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings V, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.17		Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings VI, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.18		Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings VII, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.19		Second Amended and Restated Limited Partnership Agreement of Apollo Principal Holdings VIII, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.20		Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings IX, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.21		Third Amended and Restated Limited Partnership Agreement of Apollo Management Holdings, L.P. dated as of April 14, 2010 (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.22		Settlement Agreement, dated December 14, 2008, by and among Huntsman Corporation, Jon M. Huntsman, Peter R. Huntsman, Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub, Inc., Craig O. Morrison, Leon Black, Joshua J. Harris and Apollo Global Management, LLC and certain of its affiliates (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.23		First Amendment and Joinder, dated as of August 18, 2009, to the Shareholders Agreement, dated as of July 13, 2007, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, Leon D. Black, Marc J. Rowan and Joshua J. Harris (incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.24		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.25		Employment Agreement with James Zelter (incorporated by reference to Exhibit 10.29 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.26		Roll-Up Agreement with James Zelter (incorporated by reference to Exhibit 10.30 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.27		Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for Plan Grants) (incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

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Exhibit Number		Exhibit Description

10.28		Form of Restricted Share Unit Award Agreement under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (for Bonus Grants) (incorporated by reference to Exhibit 10.32 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.29		Form of Lock-up Agreement (incorporated by reference to Exhibit 10.33 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.30		Apollo Management Companies AAA Unit Plan (incorporated by reference to Exhibit 10.34 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.31		Employment Agreement with Marc Spilker (incorporated by reference to Exhibit 10.35 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.32		First Amendment and Joinder, dated as of April 14, 2010, to the Tax Receivable Agreement (incorporated by reference to Exhibit 10.36 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.33		Employment Agreement with Gene Donnelly (incorporated by reference to Exhibit 10.37 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.34		First Amendment, dated as of May 16, 2007, to the Credit Agreement, dated as of April 20, 2007, among Apollo Management Holdings, L.P., as borrower, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties party thereto (incorporated by reference to Exhibit 10.38 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.35		Second Amendment, dated as of December 20, 2010, to the Credit Agreement, dated as of April 20, 2007, as amended by the First Amendment thereto dated as of May 16, 2007, among Apollo Management Holdings, L.P., as borrower, the lenders party thereto from time to time JPMorgan Chase Bank as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.39 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.36		Non-Qualified Share Option Agreement pursuant to the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan with Marc Spilker dated December 2, 2010 (incorporated by reference to Exhibit 10.40 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.37		Non-Qualified Share Option Agreement pursuant to the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan with Henry Silverman dated January 21, 2011 (incorporated by reference to Exhibit 10.41 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150141)).

10.38		Form of Independent Director Engagement Letter (incorporated by reference to Exhibit 10.42 to the Registrant’s Form 10-Q for the quarter period ended March 31, 2011 (File No. 001-35107)).

10.39		Separation Agreement with Henry Silverman (incorporated by reference to Exhibit 10.43 to the Registrant’s Form 10-K dated March 9, 2011 (File No. 001-35107) and incorporated herin by reference).

*10.40		Amended and Restated Employment Agreement with Joseph F. Azrack, dated June 1, 2012.

*10.41		Separation Agreement with Eugene Donnelly, dated July 2, 2012.

*10.42		Employment Agreement with Martin Kelly, dated July 2, 2012.

*10.43		Employment Agreement with Leon D. Black, dated July 19, 2012.

*10.44		Employment Agreement with Marc. J. Rowan, dated July 19, 2012.

*10.45		Employment Agreement with Joshua J. Harris, dated July 19, 2012.

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Exhibit Number		Exhibit Description

*31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).

*31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).

*32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

*32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

†*101.INS		XBRL Instance Document

†*101.SCH		XBRL Taxonomy Extension Scheme Document

†*101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

†*101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

†*101.LAB		XBRL Taxonomy Extension Label Linkbase Document

†*101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

†	XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Apollo Global Management, LLC
		(Registrant)

Date: August 14, 2012	By:	/s/ Gene Donnelly
		Name: Gene Donnelly
		Title: Chief Financial Officer (principal financial officer and authorized signatory)

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Exhibit 10.40

Apollo Global Real Estate Management, L.P.

9 West 57th St. 43rd Floor

New York, NY 10019

June 1, 2012

Personal and Confidential

Mr. Joseph F. Azrack

24 West 11 ^th Street

New York, NY 10011

Dear Joe:

This letter agreement (this “ Agreement ”) amends and restates the terms of your employment with Apollo Global Real Estate Management, L.P. (the “ Company ”).

Position. Unless terminated earlier in accordance with the terms hereof, you shall remain in your position as Managing Partner of the Company through December 31, 2012 (the “ Initial Term ”). The Initial Term shall be extended until such time, if any, that either party elects to transition you from Managing Partner to Chairman of the Company (“ Chairman ”) in accordance with the terms set forth below (the period, if any, in which you continue to serve as Managing Partner following the conclusion of the Initial Term shall be referred to as the “ Renewal Term ”). The Company may elect to transition you to the position of Chairman at any time following the conclusion of the Initial Term. You may elect to transition to the position of Chairman at any time following June 30, 2013 (the period, if any, in which you will serve as Chairman shall be referred to as the “ Additional Term ”). During the Term and the Renewal Term, if any, you shall be required to devote all of your business time and attention to the performance of your duties as Managing Partner. In the event that you become Chairman, your duties shall be: (a) to devote such time to AGRE U.S. Real Estate Fund, L.P. (the “ AGRE Fund ”), any parallel funds and other investment vehicles as is required to manage the AGRE Fund’s investments keeping with the description of your role and responsibilities as described in the private placement memorandum for the AGRE Fund; (b) to devote such time to Apollo GSS Holdings (Cayman), L.P. (the “ Partnership ”) as is necessary to manage and operate the Partnership and to promote fully the interests of the Partnership; (c) the representation of the Company on the Board of Directors of Apollo Commercial Real Estate Finance, Inc. (“ ARI ”) and Atrium European Real Estate; (d) membership on and participation in AGRE Investment Committee meetings; (e) consultation and AGRE employee mentoring from time to time, as needed; and (f) such other duties as are mutually agreed by the parties. Subject to approval of Apollo Global Management, LLC’s (“ Apollo ”) compliance department, you shall be permitted to serve on two unaffiliated boards of directors of companies in the real estate business provided you give the Company notice of your intent to do so and such company is not directly competitive with Apollo or its affiliates. For the avoidance of doubt, the Company may elect to terminate your

employment at any time with or without Cause (as such term is defined the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan, as amended from time to time, the “ Plan ”).

Compensation . Effective as of the date hereof and through the remainder of the Initial Term and any Renewal Term, you shall be entitled to receive a base pay at the annual rate of $1,000,000 (the “ Base Pay ”), less all applicable withholdings, which Base Pay shall be paid in accordance with the Company’s normal payroll practices. Provided that you remain employed with the Company through December 31, 2012 or in the event that the Company terminates your employment without Cause or you terminate with “ Good Reason ” (as defined below) prior to December 31, 2012, the Company shall pay you the amount by which $1,000,000 exceeds the amount of Base Pay paid to you from January 1, 2012 through December 31, 2012 after taking into account applicable withholdings (the “ Special Payment ”). The Special Payment shall be paid at the same as the 2012 Apollo bonus payments, which is typically the December 15 payroll and in any event no later than December 31, 2012 (or such later time as to comply with Section 7 below). During the Additional Term, if any, you shall be entitled to Base Pay at the annual rate of $350,000, less all applicable withholdings, which Base Pay shall be paid in accordance with the Company’s normal payroll practices. For purposes hereof “ Good Reason ” shall mean (a) your removal as Managing Partner during the Initial Term; (b) a change in your reporting structure during the Initial Term such that you no longer report to Apollo’s Executive Committee; (c) the failure of the Plan’s administrator to approve a grant of any restricted share units to which you may be entitled to under the terms of this Agreement; (d) the Company’s failure to pay you any compensation owed under the terms of this Agreement; or (e) a requirement to relocate your principal office to a location outside of metropolitan New York; provided, however, that you many not terminate your employment for “Good Reason” unless (x) you provide written notice to the Company of such event within 90 days of its initial occurrence, which notice describes the event that has occurred, (y) the Company fails to remedy the event within 30 days after receiving such notice, and (z) you terminate your service to the Company within 90 days after the conclusion of such 30 day remediation period.

3.	Incentive Awards :

(a) You shall continue to vest in any unvested restricted share units of Apollo and any unvested restricted stock units of ARI previously granted to you pursuant to the terms of the Restricted Share Unit Award Agreement dated September 30, 2008 between you and Apollo Global Management, LLC (the “ 2008 Award ”), the Restricted Share Unit Award Agreement dated March 15, 2010 between you and Apollo Global Management, LLC (the “ 2010 Award ”), the Restricted Stock Unit Award Agreement dated March 23, 2010 between you and ARI (the “ March 2010 ARI Award ”), the Restricted Share Unit Award Agreement between you and Apollo Global Management, LLC awarded on February 15, 2011 (the “ February 2011 Award ”), the Restricted Share Unit Award Agreement dated March 15, 2011 between you and Apollo Global Management, LLC (the “ March 2011 Award ”) and the Restricted Stock Unit Award Agreement dated August 4, 2011 between you and ARI (the “ August 2011 ARI Award, ” and together with the 2008 Award, the 2009 Award, the 2010 Award, the March 2010 ARI Award, the February 2011 Award and the March 2011 Award the “ RSU Award Agreements ”) through the date of your

termination of employment with the Company. Thereafter, all unvested RSUs will automatically be forfeited in accordance with the terms of the RSU Award Agreements. Notwithstanding the foregoing and notwithstanding any provision of the RSU Award Agreements, you shall immediately vest in all unvested RSUs covered by the 2008 Award, the 2010 Award, the February 2011 Award, and the March 2011 Award in the event that (i) the Company terminates your employment without Cause (or you terminate with Good Reason) prior to December 31, 2013; or (ii) you remain employed with the Company through December 31, 2013. In addition, the Company shall recommend to the committee that administers the Apollo Commercial Real Estate Finance, Inc. 2009 Equity Incentive Plan, that you immediately vest in all unvested RSUs covered by the March 2010 ARI Award and the August 2011 ARI Award in the event that (i) the Company terminates your employment without Cause (or you terminate with Good Reason) prior to December 31, 2013; or (ii) you remained employed with the Company through December 31, 2013.

(b) Pursuant to a Restricted Share Unit Award Agreement between you and Apollo Global Management, LLC, on or about June 30, 2012, you shall be awarded 204,166 restricted stock units of Apollo Global Management, LLC (the “ APO RSUs ”). The APO RSUs shall vest over a four (4) year period as follows (i) 4/16 shall vest on March 31, 2013; and (ii) the remainder of the APO RSUs will vest in equal installments on the last day of each of the next 12 calendar quarters thereafter, provided that you remain in continuous service with the Company or its affiliates through each such vesting date. Except as provided below, any unvested APO RSUs will automatically be forfeited as of your date of termination. Notwithstanding the foregoing, in the event that the Company terminates your employment without Cause (or you terminate with Good Reason) prior to December 31, 2013, you shall immediately vest in any unvested APO RSUs that would have otherwise vested had your employment terminated on December 31, 2013. Thereafter, any unvested APO RSUs will automatically be forfeited.

(c) You shall be eligible to be granted additional RSUs (the “ Additional RSUs ”) shown below on the last day of the calendar quarter in which the corresponding level of AUM first attained provided that such levels of AUM are first attained during either the Initial Term or the Renewal Term:


Number of Additional RSUs		AUM
204,167		$4,166,666,667
204,167		$5,000,000,000

The Additional RSUs will be granted pursuant to the Plan and shall vest over a four (4) year period as follows (i) 4/16 shall on the first anniversary of such grant; and (ii) the remainder of the Additional RSUs will vest in equal installments on the last day of each of the next 12 calendar quarters thereafter, provided that you remain in continuous service with the Company or its affiliates through each such vesting date. Any unvested Additional RSUs as of the date of your termination of employment will automatically be forfeited. “ AUM ” means assets under management of the Apollo real estate business in

current and identified managed accounts and debt securities as set forth on Schedule A attached hereto managed solely by real estate team members and replacements of such accounts for such investors for which management fees are paid, provided, however, that assets under management will be discounted based on the following level of management fee earned on such assets:


Base management fee ³ 1:00%		100% AUM credit
Base management fee between 0.50% ³ 1.00%		50% AUM credit
Base management fee between 0.25% ³ 0.50%		25% AUM credit
Base management fee ³ 0.25%		5% AUM credit

4.	Carry Points .

(a) You acknowledge and agree that you have been previously allocated 160 points of carried interest (the “ Initial AGRE Carry Points ”) in AGRE U.S. Real Estate Advisors, L.P., the general partner of AGRE Fund. For the avoidance of doubt, the Initial AGRE Carry Points vest on monthly basis at the rate of 1/60 per month and began vesting on September 1, 2011. In connection with the execution of this Agreement, you shall be allocated an additional 40 points of carried interest in the AGRE Fund (the “ Additional AGRE Carry Points, ” and together with the Initial AGRE Carry Points, the “ AGRE Points ”). The Additional AGRE Carry Points shall also be deemed to have begun vesting on September 1, 2011 in the same manner and on the same basis as the Initial AGRE Carry Points. Upon your termination of employment for any reason, any portion of the AGRE Points that are unvested shall immediately be forfeited. You shall retain that portion of your AGRE Points that has vested as of your service termination date and you shall receive distributions thereon, including in connection with dispositions or other liquidity events applicable to the investments made by the AGRE Fund with respect to your vested AGRE Points except in the event your employment is terminated for Cause in which event your right to receive any future distributions shall immediately cease. In addition, you shall be subject to a clawback in accordance with the applicable fund documents. Notwithstanding the foregoing, in the event that (i) the Company terminates your employment without Cause (or you terminate with Good Reason) prior to December 31, 2013; or (ii) you remain employed with the Company through December 31, 2013, the number of vested AGRE Points as of your termination date shall be equal to the number of AGRE Points in which you would have otherwise vested had your employment been terminated on June 30, 2014 (unless you continue to be employed past June 30, 2014, in which case you shall continue to vest in the AGRE Points until the date of your termination of employment). Thereafter, any unvested AGRE Points will automatically be forfeited.

(b) In connection with the execution of this Agreement, you will be allocated 12.5% of the 40% of carried interest points that will be allocated to the management team in connection with European co-investment deals (the “ European Transactions ”) that are originated by Roger Orf and that are closed between January 1, 2012 and December 31, 2012 (the “ European Points ”). Your rights and obligations with respect to the European Points, including with respect to vesting, will be governed in accordance with the respective governing documents for point allocations. Notwithstanding the foregoing, in the event that (i) the Company terminates your employment without Cause (or you

terminate with Good Reason) prior to December 31, 2013; or (ii) you remain employed with the Company through December 31, 2013, the number of vested European Points as of your termination date shall be equal to the number of European Points in which you would have otherwise vested had your employment terminated on June 30, 2014 (unless you continue to be employed past June 30, 2014, in which case you shall continue to vest in the European Points until the date of your termination of employment). Thereafter, any unvested European Points will automatically be forfeited.

(c) Provided that you are employed with the Company on the date that it allocates carried interest points in connection with the closing of the AGRE Asia Pacific Fund I (the “ Asia Fund ”), the Company shall allocate to you 12.5% of the 40% of carried interest points that will be allocated to the management team of the Asia Fund (the “ Asia Points ”). The Asia Points shall vest on a monthly basis at the rate of 1/60 per month over the course of five years from the time such points are allocated. Upon your termination of employment for any reason, any portion of the Asia Points that are unvested shall immediately be forfeited. You shall retain that portion of your Asia Points that has vested as of your service termination date and you shall receive distributions thereon, including in connection with dispositions or other liquidity events applicable to the investments made by the Asia Fund, with respect to your vested Asia Points except in the event your employment is terminated for Cause in which event your right to receive any future distributions shall immediately cease. In addition, you shall be subject to a clawback in accordance with the applicable fund documents. Notwithstanding the foregoing, in the event that (i) the Company terminates your employment without Cause (or you terminate with Good Reason) prior to December 31, 2013; or (ii) you remain employed with the Company through December 31, 2013, the number of vested Asia Points as of your termination date shall be equal to the number of Asia Points in which you would have otherwise have vested had your employment terminated on June 30, 2014, (unless you continue to be employed past June 30, 2014, in which case you shall continue to vest in the Asia Points until the date of your termination of employment). Thereafter, any unvested Asia Points will automatically be forfeited.

(d) The Company presently anticipates allocating 40% of the carried interest points to the management team responsible for managing the investments of Citi Property Investor (the “ CPI Investments ”) such allocations to be made on or before December 31, 2012. Provided that you remain employed on the date of such allocations, the Company may, in its sole discretion, allocate to you carried interest points in such fund.

Other than as specifically set forth herein, you acknowledge and agree that you have no right, contractual or otherwise, to receive any incentive fees, management fees or carried interest points in any other affiliated investment fund or managed account of the Company or any of its affiliates.

Co-Investment . You acknowledge and agree that you are presently obligated to co-invest in AGRE USREF Co-Investors (A), L.P. (“ AGRE Co-Investors ”) in proportion to your share of the total carried interest multiplied by the equity commitment of the Company and its affiliates. Notwithstanding the foregoing, upon the termination of your employment, your obligation to contribute your pro rata portion of capital to AGRE Co-Investors for any deals that close from and after your date of termination shall be based on

the number of your carried interest points that have vested as of such date. For the avoidance of doubt, if the total number of points that have vested are 50 and the total number of points that have been allocated to you are 200, your co-investment funding obligations would be (50/200 or) 25% of your total co-investment commitment for any deals that close from and after the date of your termination of employment. To the extent that you have invested more than the required amount, the Company shall cause AGRE Co-Investors to return capital to you for the difference within 60 days of your termination. You further acknowledge and agree that you shall be required to contribute capital to the co-investment vehicle established in connection with the European Fund, the Asia Fund and the CPI Investments in proportion to your vested share of the total carried interest in the same manner.

Restricted Covenants . Except as specifically modified herein, the restrictive covenants set forth on Exhibit B of any of the RSU Award Agreements remain in full force and effect. Notwithstanding the foregoing, for the purpose of subparagraph (b) of Exhibit B to any of the RSU Award Agreements, the definition of “ Protected Period ” shall mean, except with respect to KKR & Co. L.P., the Carlyle Group, Bain Capital, The Blackstone Group, L.P., Oaktree Capital Management, Starwood Capital Group, Colony Capital, LLC, Westbrook Real Estate Partners, Angelo Gordon & Co., AREA Property Investors, and Walton Street Capital, LLC, together with all of their respective subsidiaries, affiliates and investment funds, the later of (x) September 30, 2013; or (y) ninety (90) days following the date that you cease providing any services to the Company or any of its affiliates.

Release. The Special Payment as well as the Company’s obligation to accelerate and/or continue to vest your incentive awards and carried interest points pursuant to Sections 3 and 4 hereof are expressly conditioned upon your delivery to the Company of a general release of claims for the benefit of the Company and its affiliates and related persons in a form satisfactory to the Company, with such release becoming effective and irrevocable prior to the sixtieth (60th) day following the date of your termination of employment. If such 60 day period begins in one taxable year and ends in a later taxable year, the Special Payment will be in the later taxable year. The form of release is attached hereto as Exhibit A.

Office . During the Term and the Additional Term, your primary office location shall be the Company’s offices in New York City. At any time following the conclusion of the Term, the Company may relocate you from your present office to an office within the real estate department, provided that you will be entitled to administrative support necessary to the conduct of your specified duties as Chairman.

Benefits . During your continued employment with the Company, you will continue to be entitled to participate in the various group health, disability and life insurance plans and other benefit programs as may generally be offered to similarly situated executives from time to time, provided that your available paid vacation will not be less than four (4) weeks in each calendar year (subject to the Company’s vacation policy as in effect from time to time regarding any limits on the ability to carry forward to a subsequent year accrued but unused vacation).

10.

Notice Entitlement . On written notice to you, the Company may terminate your service as a partner (which, in any case, will also terminate your employment, if you are then an employee) with or without Cause, it being understood that such a termination shall not be a breach by the Company or any of its affiliates of their agreements hereunder or otherwise. The period of notice that we will give you to terminate your service as a partner without Cause is 30 days. The Company may terminate your service as a partner for Cause without notice. The minimum period of notice that you are required to give us to terminate your service as a partner is 30 days. We reserve the right to require you to not be in the Company’s offices and/or not to undertake all or any of your duties and/or not to contact the Company’s clients, colleagues or advisors during all or part of any period of notice of your termination of service. Should we exercise this right, your terms and conditions of service and duties of fidelity and confidentiality to us remain in full force and effect.

11.	Payment in Lieu of Notice . The Company reserves the right to pay you in the event of a termination without Cause or in the event that you resign your employment.

12.

Non-Disparagement . You and the Company’s senior executives (specifically Leon Black, Marc Rowan, Josh Harris, Marc Spilker, John Suydam, James Zelter and Gene Donnelly) agree that you and the Company will not, whether during your employment or thereafter, directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages the business reputation of you or the Company or any of directors, officers, partners and successors, past and present, and each of them.

13.	Compliance . You understand that your continued service will be subject to, among other things, your adherence to the Company’s policies and procedures and other applicable compliance manuals, copies of which have previously been made available to you.

14.

Confidentiality . You will maintain the confidentiality of this Agreement (and any related understandings, including your compensation arrangements and amounts) at all times and will not discuss such matters with any person other than your spouse, accountant, financial and tax advisors or attorney, except that you may make such disclosure (i) to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, or (ii) when disclosure is required by law or by any court or arbitrator with apparent jurisdiction to order you to disclose or make accessible any information. You shall be provided an opportunity to review any internal or external announcement regarding your departure from the Company or change in position prior to its publication. Subject to approval of the compliance department, upon your separation from the Company, you shall be entitled to retain copies (whether in hard copy or electronic copy) of your Microsoft Outlook contacts and your personal files, and you will be entitled to keep your mobile phone number (with you assuming monthly contract fees).

15.

Indemnification . During the Term and thereafter, the Company agrees to, and agrees to cause Apollo Management Holdings, L.P. to, indemnify and hold you and your heirs and representatives harmless, to the same extent applicable to similarly situated executives, against any and all damages, claims, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) as a result of any claim or proceeding, or threatened claim or proceeding, against you that arises out of or relates to your service as an officer, director, partner or employee, as the case may be, of the Company, any of its affiliates or other entity

at the request of the Company or any of its affiliates. During the Term and thereafter, you shall continue to be covered under the Company’s respective directors’ and officers’ liability policy(s) to same extent as similarly situated executives.

16.

Choice of Law; Arbitration; Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to any conflicts of laws principles thereof that would give effect to the laws of another jurisdiction), and any dispute or controversy arising out of or relating to this Agreement or your employment, other than injunctive relief as provided in this Agreement, will be settled exclusively by arbitration, conducted before a single arbitrator in New York, New York (applying New York law) in accordance with, and pursuant to, the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”). 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 Federal Arbitration Act or the New York Arbitration Act. The Company and you will share the AAA administrative fees, the arbitrator’s fee and expenses. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU AND WE HEREBY WAIVE AND COVENANT THAT YOU AND WE 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 OR ANY MATTERS CONTEMPLATED HEREBY, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE COMPANY OR ANY OF ITS AFFILIATES OR YOU MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE COMPANY AND ITS AFFILIATES, ON THE ONE HAND, AND YOU, 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.

17.

Section 409A. This Agreement is intended to comply with (or be exempt from) Section 409A of the Internal revenue Code, as amended (“ Section 409A ”), and any payment to you hereunder shall be considered a separate payment. Notwithstanding any provision in this Agreement, if on the date of your separation of service, within the meaning of Section 409A (the “ Separation Date ”), you are “specified employee” as defined in Section 409A, then to the extent any amount payable under this Agreement on account of such separation constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A, that under the terms of this Agreement would be payable prior to the six-month anniversary of the Separation Date, such payment shall be delayed, so as not to

trigger penalties under Section 409A until the earlier to occur of (x) the six-month anniversary of the Separation Date and (B) the date of your death. For purposes of determining the timing of payments to you following termination of employment, all references to such termination shall meant the Separation Date. Nothing contained herein is intended to constitute a guarantee of your personal tax treatment.

18.

Miscellaneous . This Agreement may not be modified, amended or waived unless in a writing signed by the undersigned parties. Any notice required hereunder shall be made in writing, as applicable, to the Company in care of its general counsel at his principal office location or to you at your principal office location or home address most recently on file with the Company, such notice to be deemed effective on the earlier of receipt or two days after it is issued. This Agreement may not be assigned by the parties other than as expressly provided herein. This Agreement may be executed through the use of separate signature pages or in any number of counterparts, including via facsimile or pdf, with the same effect as if the parties executing such counterparts had executed one counterpart.

[Continues on next page]

The effectiveness of these terms is subject to your execution and return of this Agreement on or before June 8, 2012. This Agreement, the RSU Award Agreements, The First Amended and Restated Limited Partnership Agreement of AGRE U.S. Real Estate Advisors, L.P., and The First Amended and Restated Limited Partnership Agreement of Apollo AGRE USREF Co-Investors (A), L.P. constitute the entire agreement between the parties in relation to its subject matter and supersedes any previous agreement or understanding between the parties relating thereto, including, without limitation, the letter agreement dated June 2, 2008 between you and the Company, all of which are hereby cancelled, and you confirm that in signing this Agreement you have not relied on any warranty, representation, assurance or promise of any kind whatsoever other than as are expressly set out in this Agreement or in the plans and documents referenced herein.

Sincerely,

/s/ Lisa Barse Berstein

Lisa Barse Bernstein

Global Head of Human Resources

Read, Accepted and Agreed to:

/s/ Joseph F. Azrack

Joseph F. Azrack

Dated: June 1, 2012

Exhibit 10.41

July 2, 2012

Personal and Confidential

Eugene Donnelly

60 Tuckahoe Road

Eaton, CT 06612

Dear Gene:

This letter will confirm the following terms in connection with the transition of your responsibilities as Chief Financial Officer of Apollo Global Management, LLC (together with its affiliated investment companies, the “ Company ”) and your separation from the Company. The Company and you agree that this letter (this “ Agreement ”) represents the full and complete agreement concerning the transition of your current responsibilities and separation from employment with the Company.

Current Position : Unless your employment is terminated by the Company for Cause (as that term is defined in the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan) or by reason of your death or Disability (as defined in the letter agreement dated May 13, 2010 between you and the Company (as amended, the “ 2010 Letter Agreement ”)), you shall remain in your current position as the Company’s Chief Financial Officer until the Company files a Form 10-Q with the Securities and Exchange Commission for the period ending June 30, 2012 (the “ Term ”). During the Term, you shall continue to devote all of your full business time and attention to the performance of your duties as Chief Financial Officer of the Company and you shall continue to receive your current base salary and to participate in the Company’s health and welfare plans on the same terms and conditions as of the date hereof.

Transition Period: Commencing immediately following the completion of the Term (the “ Transition Date ”) and through December 31, 2012 (the “ Transition Period ”), you shall remain a full time senior adviser to the Company and you shall assist the Company in the transition of your current responsibilities to your successor, assist in the Company’s implementation of its new PeopleSoft software program, supervise the completion of the Company’s Sarbanes-Oxley certification, testing and implementation and perform other such duties as the Company may from time to time reasonably request and that are consistent with a senior advisory role. During the Transition Period, you will be required on a substantially regular basis to report to the Company’s offices, although you will not be required to be in the office full time. Notwithstanding the forgoing, after November 15, 2012, you shall not be required to devote your full business time to the Company and shall only be required to report to the Company’s offices as is reasonably necessary to perform your duties hereunder. The Company will continue to pay you your base salary at the rate in effect as of the date hereof through November 15, 2012 (unless your employment is terminated for Cause or due to your resignation, death or Disability) and you will continue to participate in the Company’s health and welfare plans on the same terms and conditions as of the date hereof through the last date of your employment with the Company (expected to be December 31, 2012, unless sooner terminated in accordance with the terms of the Agreement, the “ Separation Date ”). You will not earn any vacation time following the Transition Date.

2012 Bonus : Except as set forth below and provided that you execute the Release of Claims in the form attached as Exhibit A (the “ Release of Claims ”), which must be submitted on the Separation Date and not revoked within the 7-day revocation period provided therein, the Company shall pay you a bonus for services performed through the Transition Period in an amount equal to $1,487,500 (the “ 2012 Bonus ”), such payment to be made on or about January 15, 2013. Notwithstanding the foregoing, in the event that the Company terminates your employment for Cause or if you resign for any reason or your employment terminates due to your death or Disability prior to November 15, 2012, the Company shall have no obligation to pay you the 2012 Bonus and you will be entitled to receive only the base salary earned as of the Separation Date.

AGM Incentive Pool Payments : On August 4, 2011, you were awarded a contingent profits interest in the Company’s affiliate, AGM Incentive Pool, L.P. (the “ Incentive Pool ”), pursuant to the AGM Incentive Participation Plan (the “ AGM Incentive Plan ”). On or prior to December 31, 2012, the Incentive Pool may make discretionary distributions to you at our request. To the extent that it makes any such distributions to you in recognition of the services you perform during the 2012 year and ending on the Separation Date, then the amount of the 2012 Bonus then due pursuant to this Agreement shall be reduced by an equivalent amount. For the avoidance of doubt, your interest in the Incentive Pool will be forfeited without consideration immediately following any payment to you in respect of the 2012 year.

5.	Employee Benefits :

(i)

Your employee benefits will terminate on the Separation Date

(ii)

Following the termination of your employee benefits, you will be eligible to continue your health care coverage pursuant to the provisions of the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), and the requirements and limitations thereof. If you elect continued coverage under COBRA, you are responsible for paying the cost of such continuation coverage in an amount up to 102% of the premium. You will receive information about continuing your health coverage under COBRA in a later mailing, including a form by which you may elect continued coverage.

RSU Awards : You shall continue to vest in any unvested restricted share units of the Company previously granted to you pursuant to the terms of the Restricted Share Unit Award Agreement dated September 30, 2010 between you and the Company (the “ 2010 Award ”), the Restricted Share Unit Award Agreement dated March 15, 2011 between you and the Company (the “ March 2011 Award ”), the Restricted Share Unit Award Agreement dated October 14, 2011 between you and the Company (the “ October 2011 Award ”), and the Restricted Share Unit Award Agreement dated December 28, 2011 between you and the Company (the “ December 2011 Award ” and together with the 2010 Award and the March 2011 Award and the October 2011 Award, the “ RSU Award Agreements, ” and each an “ RSU Award Agreement ”), through the Separation Date; provided, however, that any terms of the 2010 Award or the October 2011 Award providing for acceleration of vesting upon a termination without Cause or for Good Reason are hereby null and void. Except as provided in the immediately preceding sentence, any RSUs granted to you under the 2010 Award, March 2011 Award, the October 2011 Award and the December 2011 Award which have vested on, or prior to, the Separation Date shall subsist in accordance with the terms of the award agreements. Notwithstanding the foregoing or anything to the contrary contained in an RSU Award Agreement, subject to (i) your continued employment with the Company through the end of the Transition Period (except that this requirement will be waived if the Company terminates your employment without Cause); and (ii) the execution and non-revocation of the Release of Claims, you shall vest in 25% of any RSUs that are unvested as of the Separation Date. For the avoidance of doubt, an additional (i)

70,000 unvested RSUs granted pursuant to the 2010 Award shall vest pursuant to the immediately preceding sentence; (ii) 3,541 unvested RSUs granted pursuant to the March 2011 Award shall vest pursuant to the immediately preceding sentence; (iii) 16,042 unvested RSUs granted pursuant to the October 2011 Award shall vest pursuant to the immediately preceding sentence; and (iv) 4,595 unvested RSUs granted pursuant to the December 2011 Award shall vest pursuant to the immediately preceding sentence. Pursuant to the Company’s Share Ownership Policy, you will be permitted to sell any shares issued to you on or after the 90 ^th day following the Separation Date.

Post Employment Restrictions : Except as specifically modified herein, you acknowledge and agree that you will continue to abide by and comply with each of the covenants set forth in (x) the paragraphs entitled “No Solicitation or Competition” and “Nondisparagement” in the 2010 Letter Agreement; and (y) Exhibit B to the 2010 RSU Award, all of which remain in full force and effect. Notwithstanding the foregoing, commencing on April 30, 2013, the definition of “Competitive Business” (as such term is defined in the 2010 Letter Agreement) shall specifically exclude any alternative asset manager whose assets under management are less than $12.5 billion as of the date that you commence employment with such business.

Office . The Company may relocate you from your present office on the 43rd floor of 9 West 57 ^th Street, New York, New York to an office at 730 Fifth Avenue, New York, New York or in the Company’s office in Purchase, New York. The Company shall provide you with your current administrative assistant through the Separation Date and shall not terminate her employment without cause prior to December 31, 2012.

Release : In consideration for the payments, benefits and other covenants contained herein, you voluntarily, knowingly and willingly release and forever discharge the Company, its subsidiaries, affiliates and parents, together with each of those entities’ respective officers, directors, shareholders, employees, agents, fiduciaries and administrators (collectively, the “Releasees”) from any and all claims and rights of any nature whatsoever which you now have or in the future may have against them. This release includes, but is not limited to, any rights or claims relating in any way to your employment relationship with the Company or any of the other Releasees or the termination thereof, the 2010 Letter Agreement (including any claim that you have Good Reason to resign your employment, as such term is defined in the 2010 Letter Agreement), any contract claims (express or implied, written or oral), or any rights or claims under any statute, including, without limitation, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of 1973 (including Section 504 thereof), Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the New York State Human Rights Law, the New York City Human Rights Law, and the Employee Retirement Income Security Act of 1974, all as amended, and any other federal, state or local law. This release specifically includes, but is not limited to, any claims based upon the right to the payment of wages, bonuses, severance, vacation, pension benefits, 401(k) Plan benefits, stock benefits or any other employee benefits, or any other rights arising under federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law.

10.	No Claims Filed : As a condition of the Company entering into this Agreement, you further represent that you have not filed against the Company or any of the other Releasees, any complaints or lawsuits with any court prior to the date hereof. You understand that by signing this Agreement,

you waive your right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and you waive your right to file a claim seeking monetary damages in any court. This Agreement does not: (i) prohibit or restrict you from communicating, providing relevant information to or otherwise cooperating with the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Agreement or its underlying facts, or (ii) require you to notify the Company of such communications or inquiry.

11.

Prior Agreement: You acknowledge and agree that the 2010 Letter Agreement is of no further force and effect and that neither party shall have any further rights or obligations pursuant to the 2010 Letter Agreement other than those paragraphs entitled “No Solicitation or Competition,” “Nondisparagement” and “Remedies, Severability,” each of which specifically survive.

12.	No Admission of Wrongdoing : By entering into this Agreement, neither you nor the Company nor any of the Company’s officers, agents or employees, admit any wrongdoing or violation of any law.

13.

Certification of Disclosures : You hereby represent that all information that you have disclosed or certified to the Company or any governmental authority, including, without limitation, the Securities and Exchange Commission, was true and correct at the time that such information was disclosed or certified. You further represent that you are not aware of any information of which you had knowledge and that would be required to be disclosed pursuant to any applicable law or regulation to the Company or any governmental authority or in any public filing that has not been previously disclosed.

14.

No Negative Statements : You agree not to make, or cause to be made, any negative or disparaging statements about, or to intentionally do anything that damages, the Company, or the Releasees, or, collectively, the services, reputation, financial status, business relationships, or any of the directors, officers and employees of the Company and the Releasees. The Company similarly agrees that it will direct its senior officers, Executive Committee members, directors and partners not to make, or cause to be made, any negative or disparaging statements about, or to intentionally do anything that damages your reputation, financial status or business relationships. In addition, neither party shall issue any public statement or speak or communicate in any manner with any media outlet regarding the transition of your responsibilities or your separation from the Company except as otherwise required by law. You agree to refer all requests for references or other information regarding your employment to Lisa Barse Bernstein, Global Head of Human Resources.

15.

Breach of this Agreement : You promise to abide by the terms and conditions in this Agreement, and you understand that if you do not, the Company shall be entitled to attorneys’ fees and any other damages incurred due to such breach, except that this provision will not apply if you file a lawsuit challenging the validity of this Agreement.

16.

Severability : If at any time, after the date of the execution of this Agreement any court or administrative agency finds that any provision of this Agreement is illegal, void, or unenforceable, that provision will no longer have any force and effect. However, the provision’s illegality or unenforceability will not impair the enforceability of any other provision of this Agreement.

17.	Changes to the Agreement : This Agreement may not be changed unless the changes are in writing and signed by you and an authorized representative of the Company.

18.

Choice of Law; Arbitration; Waiver of Jury Trial : This letter agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to any conflicts of laws principles thereof that would give effect to the laws of another jurisdiction), and any dispute or controversy arising out of or relating to this letter agreement or your employment, other than injunctive relief as provided in this letter agreement and the 2010 Letter Agreement, will be settled exclusively by arbitration, conducted before a single arbitrator in New York, New York (applying New York law) in accordance with, and pursuant to, the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”). 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 Federal Arbitration Act or the New York Arbitration Act. The Company and you will share the AAA administrative fees, the arbitrator’s fee and expenses. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU AND WE HEREBY WAIVE AND COVENANT THAT YOU AND WE 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 OR ANY MATTERS CONTEMPLATED HEREBY, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE COMPANY OR ANY OF ITS AFFILIATES OR YOU MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE COMPANY AND ITS AFFILIATES, ON THE ONE HAND, AND YOU, 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 .

19.

Entire Agreement : This Agreement and the RSU Award Agreements constitute the entire agreement between you and the Company and supersede all other agreements between you and the Company, including the 2010 Letter Agreement, except the paragraphs entitled “No Solicitation or Competition,” “Nondisparagement” and “Remedies, Severability,” which specifically survive. In addition, nothing herein shall not relieve you of any contractual or common law obligations to maintain the Company’s confidential, proprietary and trade secret information as confidential and not to use such information for your benefit or the benefit of any third party.

20.	Waiver : By signing this Agreement, you acknowledge that:

You have carefully read and understand this Agreement;

The Company advised you to consult with an attorney and/or any other advisors of your choice before signing this Agreement;

You have been given twenty-one (21) days to consider your rights and obligations under this Agreement and to consult with an attorney about both;

You understand that this Agreement is LEGALLY BINDING and by signing it you give up certain rights;

You have voluntarily chosen to enter into this Agreement and have not been forced or pressured in any way to sign it;

You acknowledge and agree that the payments and benefits set forth in Paragraph 2 of this Agreement are contingent on execution of this Agreement, which releases all of your claims against the Company, and you KNOWINGLY AND VOLUNTARILY AGREE TO RELEASE the Company, the Releasees and their respective shareholders officers, directors or employees from any and all claims you may have, known or unknown, in exchange for the benefits you have obtained by signing, and that these benefits are in addition to any benefit you would have otherwise received if you did not sign this Agreement;

You have seven (7) days after you sign this Agreement to revoke it by notifying the Company in writing. The Agreement will not become effective or enforceable until the seven (7) day revocation period has expired;

This Agreement includes a WAIVER OF ALL RIGHTS AND CLAIMS you may have under the Age Discrimination in Employment Act of 1967 (29 U.S.C. §621 et seq. ); and

This Agreement does not waive any rights or claims that may arise after this Agreement becomes effective, which is seven (7) days after you sign it, provided that you do not exercise you right to revoke this Agreement.

21.	Return of Signed Agreement: You should return the signed Agreement to me on or before the date that is 21 days following the date hereof.

Sincerely,

/s/ Lisa Barse Bernstein

Lisa Barse Bernstein

Global Head of Human Resources


Read, Accepted and Agreed to:

/s/ Eugene Donnelly
Eugene Donnelly
Dated:		July 2, 2012

Exhibit 10.42

July 2, 2012

Personal and Confidential

Martin Kelly

14 East 90 ^th Street, Apt 6A

New York, NY 10128

Dear Martin:

We are pleased to confirm the following terms in connection with your employment at Apollo Global Management, LLC (together with its affiliated investment management companies, the “ Company ”). Unless otherwise defined herein, capitalized terms shall have the meaning set forth at the end of this letter.

•

Position & Reporting. You will be employed by the Company as the Chief Financial Officer and shall have those duties generally commensurate with your title. You will report to the President, Marc Spilker, or his successor and to the Audit Committee of the Board of Directors of the Company.

•

Start Date and Assurances . Your employment with the Company shall begin no later than October 1, 2012 (such actual date on which you commence employment with the Company, the “ Start Date ”). You represent that (i) you are not a party to any agreement that would prohibit you from entering into employment with the Company; (ii) no trade secret or proprietary information belonging to your previous employer will be disclosed by you at the Company and that no such information, whether in the form of documents (electronic or otherwise), memoranda, software, etc., will be retained by you or brought with you to the Company; and (iii) you have brought to the Company’s attention and provided it with a copy of any agreement that may impact your future employment with the Company or performing the services contemplated, including but not limited to any non-disclosure, non-competition, non-solicitation or invention assignment agreements containing future work restrictions. You represent that prior to the Start Date you will not take any actions on behalf of the Company or engage in any discussions or communications on behalf of the Company, including, without limitation, with any prospective Company employees or other service providers. You further represent to the Company that you possess any licenses or certifications necessary for you to perform such services.

•

Annual Base Salary. You will be entitled to an annual base salary ( “Base Salary” ) at the rate of $1,000,000, which Base Salary shall be paid in installments not less frequently than monthly.

•

Sign-On Bonus. The Company shall pay you a sign on bonus in the amount of $200,000, less all applicable withholdings, such payment to be made within ninety (90) days from the Start Date provided that you are employed on the payment date (the “ Sign-On Bonus ”). Notwithstanding the

foregoing, you hereby agree that if you resign your employment without Good Reason or your employment is terminated with Cause at any time prior to the one (1) year anniversary of the date that you receive the Sign-On Bonus, then, within ten (10) days after such termination date, you shall repay the Company, in cash, an amount equal to the Sign-On Bonus, less applicable withholdings. The Company, in its discretion, reserves the right to set off (or cause to be set off) any amounts otherwise due to you from the Company or any of its affiliates in satisfaction of such obligation. In the event that you are required to repay the Sign-On Bonus in accordance with the foregoing, you hereby (i) authorize the Company or its affiliate(s) to receive a full refund from the federal, state and/or local government, as the case may be, of any amounts withheld (including the employee portion of Social Security, Medicare and other employment taxes) on the Sign-On Bonus, (ii) agree that you will not file a claim to be refunded the withheld amounts described in clause (i), and (iii) agree that you will otherwise assist the Company and its affiliates in obtaining its refund of such withheld amounts.

•

Annual Bonus . You may be eligible to receive an annual bonus (the “ Bonus ”) in addition to your Base Salary and in an amount to be determined by the Company in its discretion. For services performed in calendar year 2012, your guaranteed minimum Bonus will be $1,890,000 (the “ 2012 Guaranteed Bonus ”). The 2012 Guaranteed Bonus shall be paid to you less all applicable withholdings. For services performed in 2013, your guaranteed minimum Bonus will be $1,500,000 (the “ 2013 Guaranteed Bonus ” and collectively with the 2012 Guaranteed Bonus, the “ Guaranteed Bonuses ”). Other than the Guaranteed Bonuses, the Bonus is not guaranteed and the actual Bonus payable to you may be greater or less depending upon your performance and the performance of the Company. The 2012 Guaranteed Bonus and the 2013 Guaranteed Bonus as well as subsequent annual bonuses will be paid in accordance with the Company’s Incentive Program (as defined below) and shall be paid when bonuses are generally paid to other similarly situated employees, provided that you are employed on the payment date.

•

Plan Grant. On the last day of the calendar quarter that includes the Start Date, you shall be granted (the “ Plan Grant ”) restricted share units (“ RSUs ”) covering 375,000 Class A shares of Apollo Global Management, LLC under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (the “Plan ”), subject to approval by the Committee that administers the Plan. Each RSU shall be granted pursuant to the Plan and shall be subject to such other terms and documentation as generally apply to Plan participants including your continued employment through each v esting date. A draft form of the RSU award agreement is attached hereto as Exhibit A. The RSUs will vest over 6 years, with 4/24s of the RSUs vesting on the first anniversary of the grant date and the remainder vesting in quarterly installments thereafter.

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Incentive Program . Each year a portion of your total compensation for services performed in that year will be deferred and payable pursuant to the Company’s incentive compensation program (the “ Incentive Program ”) as in effect for such year to the same extent as applicable to similarly situated employees of the Company generally, as determined by the Company prior to the start of such year. For services performed in 2012, the percentage of your cash compensation that will be deferred is as follows:

10% of compensation to $500,000

20% of compensation from $500,001 to $1,000,000

25% of compensation from $1,000,001 to $2,000,000

30% of compensation in excess of $2,000,000

The Company reserves the right to change the foregoing schedule at any time to the extent permitted under Section 409A of the U.S. Tax Code. Currently, any amounts payable under the Incentive Program will be subject to payment in the form of equity of Apollo Global Management, LLC or an affiliate and shall vest in 3 equal annual installments commencing on the last day of the year

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following the year in which the services were performed, which vesting shall be contingent on your continued service as an employee on each vesting date. All amounts that vest shall be paid within the short-term deferral period provided under U.S. Treas. Reg. §1.409A-1(b)(4).

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AGM Incentive Pool. You will be awarded a contingent profits interest in the Company’s affiliate, AGM Incentive Pool, L.P. (the “Incentive Pool”), pursuant to the AGM Incentive Participation Plan (the “ AGM Incentive Plan ”). The Incentive Pool may make discretionary distributions to you on an annual basis consistent with the terms and conditions of the AGM Incentive Plan. To the extent that it makes any such distributions to you in recognition of the services you perform during the 2012 and 2013 calendar years, then the amount of the 2012 Guaranteed Bonus and 2013 Guaranteed Bonus, respectively, shall be reduced by an equivalent amount.

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Benefit Plans . From the Start Date, you will be entitled to participate in the various group health, disability and life insurance plans and other employee programs, including sick and vacation time, as generally are offered to similarly situated employees from time to time. Specifically, with respect to vacation, you will be entitled to four weeks vacation per year subject to applicable Company policies. No more than five days of accrued but unused vacation shall be carried forward past the end of any calendar year.

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Indemnification . You shall be entitled to indemnification and coverage under a director and officer liability insurance policy on terms and conditions no less favorable than those that apply to similarly situated executives.

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Notice Entitlement . The Company may terminate your employment with or without Cause. The period of notice that we will give you to terminate your employment without Cause is 90 days. The Company may terminate your employment for Cause without notice. You agree to give the Company 90 days notice should you decide to leave the Company for any reason. Your last date of employment with the Company shall be referred to as the Termination Date. Notice of termination for any reason will be delivered to the applicable party in writing. We reserve the right to require you to not be in the Company’s offices and/or not to undertake all or any of your duties and/or not to contact Company clients, colleagues or advisors (unless otherwise instructed) during all or part of any period of notice of your termination of service. During any such period, you remain a service provider to the Company with all duties of fidelity and confidentiality to the Company and subject to all terms and conditions of your employment and should not be employed or engaged in any other business.

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Payment in lieu of notice . Subject to the “Compliance” section below, we reserve the right to pay you in lieu of notice on a termination without Cause.

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Section 409A . Any termination of your employment triggering post-employment benefits must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the United States Tax Code (the “Code”) and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment terminates), any such benefits that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the occurrence of a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this paragraph shall not cause any forfeiture of benefits on your part, but shall only act as a delay until such time as a “separation from service” occurs. Further, if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date your separation from service becomes effective and the amounts described in this letter

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agreement constitute non-qualified deferred compensation, the payment of which would result in penalties under Section 409A of the Code, then payment of such amounts shall be delayed until the business day following the 6-month anniversary of the date your separation from service becomes effective, but only to the extent necessary to avoid such penalties under Section 409A of the Code (the “409A Delay”). On the business day following the 6-month anniversary of the date your separation from service becomes effective, the Company shall pay you in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid you prior to that date. It is intended that each installment of the payments and benefits provided under this paragraph shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Your termination of employment other than by the Company without Cause or by you for Good Reason shall be deemed circumstances of forfeiture pursuant to which you are not entitled to the post-employment compensation provided under this letter agreement as a result of a separation from service. The Company may, however, in its sole discretion, waive the forfeiture provisions and pay you the post-employment compensation provided under this letter agreement, or a portion of such compensation on any separation from service.

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No Solicitation or Competition . In consideration of the above , during your employment with or provision of services to the Company and for 12 months thereafter, you shall not directly or indirectly (including through another person) (a) induce or attempt to induce: (i) any employee of the Company or any of its affiliates to leave the employment of the Company or such affiliate or (ii) any person who was an employee of the Company or its affiliates within the previous 12 months, to take up employment or engagement in a similar capacity with a Competitive Business, or in any way interfere with the relationship between the Company or any such affiliate, on the one hand, and any employee thereof, on the other hand, (b) on behalf of a Competitive Business employ or engage any person who was an employee of the Company or any affiliate of the Company within the preceding 12 months, or (c) solicit any customer, supplier, investor or other business relation of the Company or any affiliate of the Company with whom you have dealt during the 12 months prior to your employment termination or in respect of whom you were, on termination of employment, in possession of, Confidential Information, to reduce or cease doing business with the Company or such affiliate. You further agree that, during your employment with or provision of services to the Company and, for 9 months thereafter, you will not directly or indirectly (including through another person) (a) engage in any Competitive Business for your own account, (b) enter the employ of, or render any services to, any person engaged in any Competitive Business or (c) acquire a material financial interest in any Competitive Business. Nothing herein shall, however, prohibit you from being a passive owner of not more than 2% of the outstanding stock of any class of a company or corporation that is publicly quoted or listed, so long as you have no active participation in the business of such company or corporation or preclude you from accepting employment with any company (and receiving equity compensation in such company) that derives less than 20% of its total annual revenues from the Alternative Asset Management Business on the date on which you commence employment and for which you have and will have no involvement, whether operationally or otherwise. As used in this letter agreement: (i) “ person ” means an individual, a corporation, limited liability company, partnership, association, trust or any other entity; and (ii) activity undertaken “ directly or indirectly ” includes any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner or a stockholder, member, partner, joint venturer of or otherwise, and includes any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise.

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Nondisparagement . You agree that you will not, whether during your employment or thereafter, directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages, either professionally or personally, the Company or any of its affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them. Similarly, the Company similarly agrees that it will direct its senior officers, Executive Committee members, directors and partners not to, directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages your business reputation, whether during your employment or thereafter.

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Severance . In the event that the Company terminates your employment without Cause (other than for death or Disability) or you resign for Good Reason you shall be entitled to (i) receive the Sign-On Bonus (to the extent not previously paid); (ii) receive the 2012 Guaranteed Bonus in cash (to the extent not previously paid or awarded pursuant to the Incentive Program); (iii) receive the 2013 Guaranteed Bonus in cash (to the extent not previously paid or awarded pursuant to the Incentive Program); (iv) vest in fifty percent (50%) of any unvested portion of the Plan Grant as of the Termination Date; and (v) in the event that such termination without Cause or resignation for Good Reason occurs following the payment of the 2013 Guaranteed Bonus (during your employment rather than by operation of clause (iii)), (x) severance in an amount equal to six (6) months of your Base Salary at the rate then in effect on the Termination Date (without regard to any decrease in salary that gave rise to an event of Good Reason); and (y) reimbursement of COBRA premiums for six (6) months following the Termination Date (or the date on which you become eligible for comparable coverage with a subsequent employer). Subject to the 409 A Delay, any severance payments required under this paragraph shall be paid in a lump sum on the seventieth (70 ^th ) day following the Termination Date. Both the severance and the acceleration of the unvested equity set forth in this paragraph are expressly conditioned upon your delivery to the Company of a general release of claims for the benefit of the Company and its affiliates and related persons with such release becoming effective and irrevocable prior to the sixtieth (60th) day following the Termination Date (provided that such release shall not release the Company and such released parties from the obligations under this Agreement, any other vested right under any employment agreement or plan or rights to be indemnified or advanced costs).

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Remedies; Severability . Because your services are unique and you have had and will have access during the course of your employment to Confidential Information, money damages would be an inadequate remedy for any breach of the foregoing confidentiality, solicitation and competition provisions (the “ Protective Covenants ”). Therefore, in the event of a breach or threatened breach of any provision of a Protective Covenant, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, (a) apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) and/or (b) cease any continuation of benefits to you otherwise called for by this letter agreement. If any provision of this letter agreement shall be held invalid, illegal or unenforceable in any jurisdiction for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the fullest extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law. You hereby acknowledge and agree with the Company that (x) each of the Protective Covenants is an entirely separate, severable and independent covenant and restriction on you; (y) the

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duration, extent and application of each of the Protective Covenants is no greater than is necessary for the protection of the goodwill and trade connections of the business of the Company; and (z) in the event that any restriction on you contained in the Protective Covenants shall be found void but would be valid if some part thereof were deleted such restrictions shall apply with any such deletion as may be necessary to make it valid and effective.

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Subsequent Engagement . Notwithstanding anything to the contrary contained herein, while you are employed by the Company, prior to accepting (or entering into a written understanding that provides for your) employment or consulting engagement with any person or entity unrelated to the Company, you will provide (i) written notice to the Company of such offer; your acceptance of any such offer before seven (7) days have elapsed following such notice shall be treated as a termination by the Company for Cause, and (ii) a copy of the paragraph entitled “No Solicitation or Competition” herein to any such prospective employer or service recipient, with a copy provided simultaneously to the Company. You shall promptly notify the Company of your acceptance of employment with, or agreement to provide substantial services to, any entity unrelated to the Company for 6 months from and after your employment termination date.

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Political Contributions. Except as otherwise disclosed to the Company in writing, in the past two years neither you nor your spouse (i) has donated to a state or local political campaign in any of the fifty states or Washington D.C.; or (ii) has donated to a candidate for any federal office where such candidate held any state or local political office at the time of the contribution.

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Employment in Good Standing; Compliance . As you are aware, the firm is subject to and has various compliance procedures in place. Accordingly, you understand that your continued association with the Company and corresponding payment of the foregoing amounts will be subject to your continued employment in good standing, which will include, among other things, your adherence to the Company’s policies and procedures and other applicable compliance manuals (including, without limitation, obligations with regard to confidential information), copies of which will be made available to you. You agree to execute any customary forms and agreements in connection therewith.

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Confidentiality. You will not disclose or use at any time, either prior to your termination of employment or service with the Company and its Affiliates or thereafter, any Confidential Information of which you are or become aware, whether or not such information is authored or developed by you, except to the extent that (i) such disclosure or use is directly related to and required by your good faith performance of duties to the Company or any of its Affiliates, or (ii) such disclosure is required to be made by law or any court or legislative body with jurisdiction over you; provided, that you shall provide ten (10) days’ prior written notice, if practicable, to the Company of such disclosure so that the Company may seek a protective order or similar remedy; and provided, further, that, in either case set forth above, you inform the recipients that such information or communication is confidential in nature. Except to the extent publicly disclosed, you acknowledge and agree that this letter agreement and its provisions constitute Confidential Information of the Company and its Affiliates and that any documents, information or reports received by you from the Company and its Affiliates shall be treated as confidential and proprietary information of the Company and its Affiliates. Nothing contained herein shall preclude you from disclosing Confidential Information to your personal legal and financial advisor(s), provided that you inform such advisor(s) that the information is confidential in nature and receives assurances that the advisor(s) shall not disclose such information except as required by law.

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Choice of Law; Arbitration; Waiver of Jury Trial. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to any conflicts of

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laws principles thereof that would give effect to the laws of another jurisdiction), and any dispute or controversy arising out of or relating to this letter agreement or your employment, other than injunctive relief as provided in this letter agreement, will be settled exclusively by arbitration, conducted before a single arbitrator in New York, New York (applying New York law) in accordance with, and pursuant to, the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”). 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 Federal Arbitration Act or the New York Arbitration Act. The Company and you will share the AAA administrative fees, the arbitrator’s fee and expenses. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU AND WE HEREBY WAIVE AND COVENANT THAT YOU AND WE 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 OR ANY MATTERS CONTEMPLATED HEREBY, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE COMPANY OR ANY OF ITS AFFILIATES OR YOU MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE COMPANY AND ITS AFFILIATES, ON THE ONE HAND, AND YOU, 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 LETTER AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS LETTER AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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Miscellaneous. This letter agreement may not be modified or amended unless in writing signed by the undersigned parties. Any notice required hereunder shall be made in writing, as applicable, to the Company in care of the Global Head of Human Resources at her location or to you at your home address most recently on file with the Company. Except for an assignment by the Company of this letter agreement to an affiliate, this letter agreement may not be assigned by the parties other than as expressly provided herein. This letter agreement may be executed through the use of separate signature pages or in any number of counterparts, with the same effect as if the parties executing such counterparts had executed one counterpart.

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The effectiveness of these terms is subject to your execution and return of this letter agreement on or before July 2, 2012 and is subject to customary background and reference checks which have been satisfactorily completed. This letter agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous agreement or understanding between the parties relating thereto, all of which are hereby cancelled, and you confirm that in signing this letter agreement you have not relied on any warranty, representation, assurance or promise of any kind whatsoever other than as are expressly set out in this letter agreement or in the plans and documents referenced herein.

Sincerely,

/s/ Lisa Barse Bernstein

Lisa Barse Bernstein

Global Head of Human Resources

Agreed and accepted:

/s/ Martin Kelly

Martin Kelly

July 2, 2012

Date

[Employment Agreement Signature Page]

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Additional Definitions

“ Affiliates ” of the Company means any other person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Company and shall include, without limitation, Apollo-affiliated management companies, funds, and managed accounts.

“ Cause ” means a termination of your employment, based upon a finding by the Company, acting in good faith, after the occurrence of any of the following: (a) you are convicted or charged with a criminal offense; (b) your intentional violation of law in connection with any transaction involving the purchase, sale, loan or other disposition of, or the rendering of investment advice with respect to, any security, futures or forward contract, insurance contract, debt instrument, financial instrument or currency; (c) your dishonesty, bad faith, gross negligence, willful misconduct, fraud or willful or reckless disregard of duties in connection with the performance of any services on behalf of the Company or any of its affiliates or your engagement in conduct which is injurious to the Company, monetarily or otherwise; (d) your intentional failure to comply with any reasonable directive by a supervisor in connection with the performance of any services on behalf of the Company; (e) your intentional breach of any material provision of this document or any other agreements of the Company or any of its affiliates; (f) your material violation of any written policies adopted by the Company or its affiliates governing the conduct of persons performing services on behalf of the Company or such affiliate or your non-adherence to the Company’s policies and procedures or other applicable Company compliance manuals; (g) the taking of or omission to take any action that has caused or substantially contributed to a material deterioration in the business or reputation of the Company or any of its affiliates, or that was otherwise materially disruptive of their business or affairs; provided , however , that the term Cause shall not include for this purpose any mistake of judgment made in good faith with respect to any transaction respecting a portfolio investment for an account managed by the Company; (h) the failure by you to devote a significant portion of time to performing services as an employee of the Company without the prior written consent of the Company, other than by reason of death or Disability; (i) the obtaining by you of any material improper personal benefit as a result of a breach by you of any covenant or agreement (including, without limitation, a breach by you of the Company’s code of ethics or a material breach by you of other written policies furnished to you relating to personal investment transactions or of any covenant, agreement, representation or warranty contained in any limited partnership agreement); or (j) your suspension or other disciplinary action against you by an applicable regulatory authority; provided , however , that if a failure, breach, violation or action or omission described in any of clauses (d) to (g) is capable of being cured, you have failed to do so after being given notice and a reasonable opportunity to cure. As used in this definition, “material” means “more than de minimis .”

“ Competitive Business ” means (i) any alternative asset management business (other than the business of the Company, its successors or assigns or Affiliates) in which more than 25% of the total capital committed is third party capital, that advises, manages or invests the assets of and/or makes investments in private equity funds, hedge funds, collateralized debt obligation funds, commercial mortgages, commercial real estate related investments, residential mortgages, residential real estate related investments, business development corporations, special purpose acquisition companies, life settlement investments, life insurance company asset investment vehicles, credit-based asset management vehicles, leveraged loans or other alternative asset investment vehicles (an “ Alternative Asset Management Business ”), (ii) Persons who manage, advise or own such investment vehicles, (iii) any proprietary investing desk of an investment bank or commercial bank, or (iv) Persons who provide material banking, advisory or other professional services to any Person described in clauses (i),(ii) or (iii).

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“ Confidential Information ” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, without limitation, information, observations and data obtained by you while employed by the Company or any of its predecessors (including those obtained prior to the date hereof) concerning the business or affairs of the Company (or such predecessors) or any affiliate thereof, fees, costs and pricing structures, investment performance, analyses, and new developments, compensation terms, levels, and arrangements, customer, client and investor information, customer, client and investor lists, all technology and trade secrets, investments and potential investments, and all similar and related information in whatever form. Confidential Information will not include any information previously published in a form generally available to the public. Confidential Information will be deemed published only if all material features comprising such information have been published in combination.

“Disability” means (i) you are not able to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, you are receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering employees of the Company. The determination of whether or not a Disability exists for purposes of this letter agreement shall be made by a physician selected by the Company and reasonably acceptable to you and who is qualified to give such professional medical assessment.

“ Good Reason” means a (i) material adverse change in your title; (ii) material adverse change in your reporting relationship so that you no longer report directly to the President of the Company (or basic equivalent so long as such person reports directly to the Chief Executive Officer of the Company), (ii) a requirement that you relocate to an office outside of New York City, (iii) the Company’s failure to pay any amounts due and owing under the terms of this letter agreement or the Incentive Plan or any other equity plan or incentive compensation plan then in effect or (iv) a material breach of this Agreement by the Company; provided, that none of the foregoing conditions or events shall constitute Good Reason unless: (x) you have provided written notice to the Company within ninety (90) days after the initial occurrence of such condition or event describing the condition or event claimed to constitute Good Reason; (y) the Company has failed to remedy the condition or event within thirty (30) days of its receipt of such written notice and (z) your employment actually terminates no later than 120 days following the occurrence of such event.

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Exhibit 10.43

APOLLO GLOBAL MANAGEMENT, LLC

EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“ Agreement ”) is made and entered into as of July 19, 2012, by and between Apollo Global Management, LLC, a Delaware limited liability company (the “ Company ”), and Leon D. Black (“ Executive ”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company. Capitalized terms used herein that are not defined in the paragraph in which they first appear are defined in Section 5(b) or in the Agreement Among Principals.

W I T N E S S E T H:

WHEREAS , the Company desires to secure the continued services of Executive for the benefit of the Company and its Affiliates (as defined below) from and after the date hereof; and

WHEREAS, Executive desires to continue to provide such services.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1. SERVICES AND DUTIES . From and after the date hereof (the “ Effective Date ”), Executive shall be employed by the Company in the capacity of its Chairman and Chief Executive Officer. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “ Governing Body ” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (iii) engaging in activities expressly permitted by Exhibit A hereto.

2. TERM . Executive’s employment under the terms and conditions of this Agreement will commence on the Effective Date. The term of this Agreement (the “ Term ”) shall commence on the Effective Date and end on the third anniversary thereof. If the Term expires and Executive is employed by the Company thereafter, unless a new employment agreement has been entered into such employment shall be “at-will.” Notwithstanding the foregoing provisions of this Section 2 , Executive will have the right to voluntarily terminate his employment with the Company at any time, any such termination being effective on the date on which a written notice thereof is delivered to the Company.

3. COMPENSATION .

(a) Base Salary . In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a salary in the amount of one hundred thousand dollars ($100,000.00) per annum (the “ Base Salary ”), payable in such installments as the Company pays its similarly placed employees (but not less frequently than each calendar month), subject to usual and customary deductions for withholding taxes and similar charges, and customary employee contributions to the health, welfare and retirement programs in which Executive is enrolled from time to time.

(b) Withholding . All taxable compensation payable to Executive pursuant to this Section 3 or otherwise pursuant to this Agreement shall be subject to customary withholding taxes and such other excise or employment taxes as are required under Federal law or the applicable law of any state or governmental body to be collected with respect to compensation paid by the Company to an employee.

4. BENEFITS AND EXPENSE REIMBURSEMENT .

(a) Retirement and Welfare Benefits . During the Term, Executive will be entitled to all the usual benefits offered to employees at Executive’s level, including sick time and participation in the Company’s medical, dental and insurance programs, subject to the applicable limitations and requirements imposed by the terms of such benefit plans, in each case in accordance with the terms of such plans as in effect from time to time. Nothing in this Section 4 , however, shall require the Company to maintain any benefit plan or provide any type or level of benefits to its employees, including Executive.

(b) Vacation/Paid Time Off . Executive will be entitled to vacation and paid time off (“ PTO ”) each year on the most favorable basis afforded to any employee pursuant to the Company’s policies as in effect from time to time.

(c) Reimbursement of Expenses . The Company shall reimburse Executive for any expenses reasonably incurred by Executive in furtherance of Executive’s duties hereunder, including travel, meals and accommodations, upon submission by Executive of vouchers or receipts and in compliance with such rules and policies relating thereto as the Company may from time to time adopt.

5. TERMINATION . Executive’s employment shall be terminated at the earliest to occur of (i) the date on which the Governing Body delivers written notice that Executive is being terminated as a result of a Disability (as defined below), or (ii) the date of Executive’s death. In addition, Executive’s employment with the Company may be terminated (i) by the Company for Cause (as defined below), effective on the date on which a written notice to such effect is delivered to Executive; or (ii) by Executive at any time, effective on the date on which a written notice to such effect is delivered to the Company. For the avoidance of doubt, this Agreement does not address the consequences of termination of Executive’s employment, if any, to the equity interests in the Company or its Affiliates held by Executive or members of his Group.

(a) Termination by the Company with Cause or by Reason of Death or Disability or a Termination by Executive . If Executive’s employment with the Company is terminated by the Company with Cause or is terminated voluntarily by Executive or by reason of Executive’s death or Disability, Executive shall not be entitled to any further compensation or benefits other than accrued but unpaid Base Salary (payable as provided in Section 3(a) hereof) and accrued and unused PTO pay through the date of such termination.

(b) Definitions . For purposes of this Agreement:

“ Affiliate ” means an affiliate of the Company (or other referenced entity, as the case may be) as defined in Rule 405 promulgated under the Securities Act of 1933, as amended.

“ Agreement Among Principals ” means the Agreement Among Principals, dated as of July 13, 2007, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., MJR Foundation LLC, AP Professional Holdings, L.P. and BRH Holdings, L.P., as may be amended, modified, or supplemented from time to time.

“ Cause ” means (i) a final, non-appealable conviction of or plea of nolo contendere to a felony prohibiting Executive from continuing to provide services as an investment professional to the Company due to legal restriction or physical confinement; or (ii) ceasing to be eligible to continue performing services as an investment professional on behalf of the Company or any of its material subsidiaries, in each case, pursuant to a final, non-appealable legal restriction (such as a final, non-appealable injunction, but expressly excluding a preliminary injunction or other provisional restriction).

“ Covered Business ” has the meaning ascribed to it in the amended and restated exempted limited partnership agreement of BRH Holdings, L.P., a Cayman Islands exempted limited partnership.

“ Disability ” shall refer to any physical or mental incapacity which prevents Executive from carrying out all or substantially all of his duties under this Agreement for any period of one hundred eighty (180) consecutive days or any aggregate period of eight (8) months in any 12-month period, as determined, in its sole discretion, by a majority of the members of the Governing Body, including a majority of the Continuing Principals who are members of the Governing Body.

“ Group ” shall mean with respect to Executive, Executive and (i) Executive’s spouse, (ii) a lineal descendant of Executive’s parents, the spouse of any such descendant or a lineal descendent of any such spouse, (iii) a Charitable Institution solely controlled by Executive and other members of his Group, (iv) a trustee of a trust (whether inter vivos or testamentary), all of the current beneficiaries and presumptive remaindermen of which are one or more of Executive and persons described in clauses (i) through (iii) of this definition, (v) a corporation, limited liability company or partnership, of which all of

the outstanding shares of capital stock or interests therein are owned by one or more of Executive and Persons described in clauses (i) through (iv) of this definition, (vi) an individual mandated under a qualified domestic relations order, or (vii) a legal or personal representative of Executive in the event of his death or Disability. For purposes of this definition, (x) “lineal descendants” shall not include individuals adopted after attaining the age of eighteen (18) years and such adopted Person’s descendants; and (y) “presumptive remaindermen” shall refer to those Persons entitled to a share of a trust’s assets if it were then to terminate. Executive shall never be a member of the Group of another Principal.

“ Manager ” means AGM Management, LLC, a Delaware limited liability company.

“ Shareholders Agreement ” means the Shareholders Agreement, dated as of July 13, 2007, by and among the Company, AP Professional Holdings, L.P., Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P. and MJR Foundation LLC.

“ Subsidiary ” means a subsidiary of the Company (or other referenced entity, as the case may be) as defined in Rule 405 promulgated under the Securities Act of 1933, as amended.

(c) Resignation as Officer or Director . Upon the termination of employment for any reason, Executive shall resign each position (if any) that Executive then holds as an officer or director of the Company or any of its Subsidiaries and Portfolio Companies.

(d) Cause and Disability . The parties acknowledge that there may be a delay between an act or omission that may constitute Cause or a condition that may result in a Disability, on the one hand, and the effective date of Executive’s resulting employment termination for Cause or by reason of Disability, on the other hand. Accordingly, during the pendency of Executive’s potential employment termination for Cause or by reason of Disability, the Governing Body may temporarily appoint a Senior Professional to perform the functional responsibilities and duties of Executive until Cause or Disability definitively occurs or is determined not to have occurred; provided , however , (a) the Governing Body may so appoint a Senior Professional only if Executive is unable to perform his responsibilities and duties to the Company (or such successor thereto or such other entity controlled by the Company or its successor as may be Executive’s employer at such time), or, as a matter of fiduciary duty, should be prohibited from performing his responsibilities and duties, and (b) during such period Executive shall continue to serve on the Executive Committee unless otherwise prohibited from doing so pursuant to the Agreement Among Principals.

(e) Section 409A . To the extent required to avoid the imposition of tax under Section 409A of the Code (“ Section 409A ”), if Executive is a “specified employee” for purposes of Section 409A, amounts that would otherwise be payable under this Section 5 during the six-month period immediately following the employment termination date shall instead be paid on the first business day after the date that is six months following Executive’s “separation from service” within the meaning of Section 409A, or, if earlier, the date of Executive’s death.

6. RESTRICTIVE COVENANTS . The parties agree that the restrictive covenants set forth in Exhibit A hereto (the “ Restrictive Covenants ”) are incorporated herein by reference and shall be deemed to be contained herein. Executive understands, acknowledges and agrees that the Restrictive Covenants apply (i) during his employment under this Agreement, during any period of employment by (x) the Company or (y) any Affiliate following the termination of this Agreement or the expiration of the Term, and (ii), as provided in Exhibit A hereto, during the periods specified following termination of his employment by the Company and by any Affiliate which may have employed him.

7. ASSIGNMENT . This Agreement, and all of the terms and conditions hereof, shall bind the Company and its successors and assigns and shall bind Executive and Executive’s heirs, executors and administrators. No transfer or assignment of this Agreement shall release the Company from any obligation to Executive hereunder. Neither this Agreement, nor any of the Company’s rights or obligations hereunder, may be assigned or are otherwise subject to hypothecation by Executive. The Company may assign the rights and obligations of the Company hereunder, in whole or in part, to any of the Company’s Subsidiaries or Affiliates, or to any other successor or assign in connection with the sale of all or substantially all of the Company’s assets or equity or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Company hereunder.

8. GENERAL .

(a) Notices . Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of one business day following personal delivery (including personal delivery by telecopy or telex), or the third business day after mailing by first class mail to the recipient at the address indicated below:

To the Company:

Apollo Global Management, LLC

9 West 57 ^th Street

43 ^rd Floor

New York, NY 10019

Attention: General Counsel

To Executive at the location set forth in the Company’s records

or to such other address or to the attention of such other Person as the recipient party may have specified by prior written notice to the sending party.

(b) Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order

to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

(c) Entire Agreement . This document, together with its attached exhibits, constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral. Notwithstanding the immediately preceding sentence, this Agreement does not supersede or preempt the Shareholders Agreement, the Agreement Among Principals, the Exchange Agreement, the exempted limited partnership agreement of AP Professional Holdings, L.P., the exempted limited partnership agreement of BRH Holdings, L.P., or any other agreement to which Executive may be, or may become, a party in connection with the IPO, including, without limitation, agreements described in the registration statement for the IPO.

(d) Counterparts . This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same agreement.

(e) Amendments . No amendments or other modifications to this Agreement may be made except by a writing signed by each party hereto. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement.

(f) Survivorship . The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein (including, without limitation, the Restrictive Covenants provided in Section 6 hereof and Exhibit A hereto) shall survive the termination or expiration of the Term.

(g) Waiver . The waiver by either party of the other party’s prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation. No waiver shall be deemed to have occurred unless set forth in a writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

(h) Captions . The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

(i) Construction . The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

(j) Arbitration .

(i) Except as contemplated in Section 8(k) hereof, the parties hereto agree that any dispute, controversy or claim arising out of or relating to this Agreement, whether based on contract, tort, statute or other legal or equitable theory (including without limitation, any claim of fraud, intentional misconduct, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this clause) or the breach or termination hereof (the “ Dispute ”), shall be resolved in binding arbitration in accordance with the following provisions:

Such Dispute shall be resolved by binding arbitration to be conducted before JAMS in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures as in effect at the time of the arbitration.

The arbitration shall be held before a panel of three arbitrators appointed by JAMS, in accordance with its rules, who are not Affiliates of any party to such arbitration and do not have any potential for bias or conflict of interest with respect any of the parties hereto, directly or indirectly, by virtue of any direct or indirect financial interest, family relationship or close friendship.

Such arbitration shall be held at such place as the arbitrators appointed by JAMS may determine within New York, New York, or such other location to which the parties hereto may agree.

The arbitrators shall have the authority, taking into account the parties’ desire that any arbitration proceeding hereunder be reasonably expedited and efficient, to permit the parties hereto to conduct discovery. Any such discovery shall be (i) guided generally by but be no broader than permitted under the United States Federal Rules of Civil Procedure (the “ FRCP ”), and (ii) subject to the arbitrators and the parties hereto entering into a mutually acceptable confidentiality agreement.

The arbitrators shall have the authority to issue subpoenas for the attendance of witnesses and for the production of records and other

evidence at any hearing and may administer oaths. Any such subpoena must be served in the manner for service of subpoenas under the FRCP and enforced in the manner for enforcement of subpoenas under the FRCP.

The arbitrators’ decision and award in any such arbitration shall be made by majority vote and delivered within thirty (30) calendar days of the conclusion of the evidentiary hearings. In addition, the arbitrators shall have the authority to award injunctive relief to any of the parties.

The arbitrators’ decision shall be in writing and shall be as brief as possible and will include the basis for the arbitrators’ decision. A record of the arbitration proceeding shall be kept.

Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

The parties shall share equally all expenses of JAMS (including those of the arbitrators) incurred in connection with any arbitration. Notwithstanding the foregoing, if the arbitrators determine that any party’s claim or position was frivolous, such party shall reimburse the other parties to such arbitration for all reasonable expenses incurred (including reasonable legal fees and expenses) in connection with such arbitration.

The parties hereto agree to participate in any arbitration in good faith.

(ii) If JAMS is unable or unwilling to commence arbitration with regard to any such Dispute within thirty (30) calendar days after the parties have met the requirements for commencement as set forth in Rule 5 of the JAMS Comprehensive Arbitration Rules and Procedures, then the Disputes shall be resolved by binding arbitration, in accordance with the International Arbitration Rules of the American Arbitration Association (the “ AAA ”), before a panel of three arbitrators who shall be selected jointly by the parties involved in such Dispute, or if the parties cannot agree on the selection of the arbitrators, shall be selected by the AAA (provided that any arbitrators selected by the AAA shall meet the requirements of Section 8(j)(i)(B) above). Any such arbitration shall be subject to the provisions of Section 8(j)(i)(C) through 8(j)(i)(J) above (as if the AAA were JAMS). If the AAA is unable or unwilling to commence such arbitration within thirty (30) calendar days after the parties have met the requirements for such commencement set forth in the aforementioned rules, then either party may seek resolution of such Dispute through litigation in accordance with Sections 8(k) and 8(l) .

(iii) Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including,

without limiting the generality of the foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrators, the parties and their counsel, and each of their agents, and employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any Person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award or as required by applicable law. Any court proceedings relating to the arbitration hereunder, including, without limiting the generality of the foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce an arbitration award, shall be filed under seal with the court, to the extent permitted by law.

(k) Governing Law; Equitable Remedies . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The parties hereto agree that irreparable damage would occur in the event that any of the provisions of Section 6 or Exhibit A of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of Section 6 or Exhibit A of this Agreement and to enforce specifically the terms and provisions thereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity. In such event, any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance pursuant to this Section 8(k) , it will not assert the defense that a remedy at law would be adequate.

(l) Consent to Jurisdiction . It is the desire and intent of the parties hereto that any disputes or controversies arising under or in connection with this Agreement be resolved pursuant to arbitration in accordance with Section 8(j) ; provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in connection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b)) , the following provisions of this Section 8(l) shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“ Proceeding ”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “ Selected Courts ”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail,

postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT 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 OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY .

(m) Third Party Beneficiaries . Except as expressly provided herein, nothing in this Agreement shall confer any rights or remedies upon any Person other than the parties hereto. In any provision of the Agreement which provides rights or remedies to, or permits the assignment of rights to, Affiliates or Subsidiaries of the Company, the terms “Affiliates” and “Subsidiaries” shall be construed to exclude any Fund or Portfolio Company.

(n) Indemnification .

(i) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, Executive shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which Executive may be involved, or is threatened to be involved, as a party or otherwise, by reason of his activities in connection with the establishment, management or operations of any Covered Business, whether arising from acts or omissions to act occurring before or after the date of this Agreement; provided , however , that Executive shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Executive is seeking indemnification pursuant to this Section 8(n) , Executive acted in bad faith or engaged in fraud or willful misconduct. Notwithstanding the preceding sentence, except as otherwise provided in Section 8(n)(ix) , the Company shall be required to indemnify Executive in connection with any action, suit or proceeding (or part thereof) commenced by Executive only if the commencement of such action, suit or proceeding (or part thereof) by Executive was authorized by the Company in its sole discretion.

(ii) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by Executive in appearing at, participating in or defending any indemnifiable claim, demand, action, suit or proceeding pursuant to Section 8(n) shall, from time to time, be advanced by the Company prior to a final and non-appealable determination that Executive is not entitled to be indemnified upon receipt by the Company of an undertaking by or on behalf of Executive to repay such amount if it ultimately shall be determined that Executive is not entitled to be indemnified pursuant to this Section 8(n) . Notwithstanding the immediately preceding sentence, except as otherwise provided in Section 8(n)(ix) , the Company shall be required to indemnify an Executive pursuant to the immediately preceding sentence in connection with any action, suit or proceeding (or part thereof) commenced by Executive only if the commencement of such action, suit or proceeding (or part thereof) by Executive was authorized by the Company in its sole discretion.

(iii) The indemnification provided by this Section 8(n) shall be in addition to any other rights to which Executive may be entitled under any agreement, as a matter of law, in equity or otherwise, both as to actions in Executive’s capacity as Executive and as to actions in any other capacity, and shall continue as to Executive if he has ceased to serve in such capacity.

(iv) Any indemnification pursuant to this Section 8(n) shall be made only out of the assets of the Company. In no event may Executive subject the members of the Company to personal liability by reason of the indemnification provisions set forth in this Agreement.

(v) Executive shall not be denied indemnification in whole or in part under this Section 8(n) because Executive had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement, the Agreement Among Principals or the Limited Liability Company Agreement of the Company.

(vi) The provisions of this Section 8(n) are for the benefit of Executive and his heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(vii) Executive shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the officers, directors or employees of the Company, or committees of the Board, or by any other Person as to matters Executive, as the case may be, reasonably believes are within such other Person’s professional or expert competence.

(viii) No amendment, modification or repeal of this Section 8(n) or any provision hereof shall in any manner terminate, reduce or impair the right of Executive to be indemnified by the Company, nor the obligations of the Company to indemnify Executive under and in accordance with the provisions of this Section 8(n) as in effect immediately prior to such amendment, modification or repeal with respect to claims

arising from or relating to matters occurring, in whole or-in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(ix) If a claim for indemnification (following the final disposition of the action, suit or proceeding for which indemnification is being sought) or advancement of expenses under this Section 8(n) is not paid in full within thirty (30) days after a written claim therefor by Executive has been received by the Company, Executive may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim, including reasonable attorneys’ fees.

(o) Liability of Indemnified Persons . Notwithstanding anything to the contrary herein, Executive shall not be liable to the Company or any other Persons who have acquired interests in the Company securities, for any losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising as a result of any act or omission of Executive, or for any breach of contract (including breach of this Agreement) or any breach of duties (including breach of fiduciary duties) whether arising hereunder, at law, in equity or otherwise, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, Executive acted in bad faith or engaged in fraud or willful misconduct. Any amendment, modification or repeal of this Section 8(o) or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of Executive under this Section 8(o) as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

[Signature page follows]

IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY , the parties hereto have executed and delivered this Agreement as of the year and date first above written.


APOLLO GLOBAL MANAGEMENT, LLC

By:		AGM Management, LLC,
		its Manager

By:		BRH Holdings GP, Ltd.,
		its Sole Member

By:		/s/ John J. Suydam
		John J. Suydam
		Vice President

		/s/ Leon D. Black
		Leon D. Black

[Employment Agreement with Leon Black]

Exhibit A

Restrictive Covenants

Executive understands, acknowledges and agrees that, by virtue of his equity interest in the Company and/or its Affiliates, his previous services to the Company and its Affiliates, and his employment by the Company pursuant to this Agreement, directly or indirectly, he acquired, had access to, or was otherwise exposed to, and shall acquire, have access to or be otherwise exposed to confidential information of the Company and its Affiliates (the Confidential Information, as defined below) and he has met and developed relationships with, and will meet and develop relationships with, the Company’s potential and existing financing sources, capital market intermediaries, investors, employees and consultants.

The Company and its Affiliates are engaged throughout the United States and the world in the business of raising, managing, investing the assets of and making investments in private equity funds, hedge funds, publicly traded alternative investment vehicles and other alternative asset investment vehicles (the “ Business ”). Executive acknowledges that (i) the Business is global in nature and Executive is among the limited number of individuals leading the Business, (ii) the Restrictive Covenants are an essential part of this Agreement, (iii) he has been fully advised by counsel in connection with the negotiation of this Agreement and the Restrictive Covenants, (iv) he is familiar with the laws which govern the enforceability of restrictive covenants in the jurisdictions where the Business is carried on, and agrees that these Restrictive Covenants, including, without limitation, the non-competition covenant, are reasonable, valid and enforceable in the context of this Agreement, and (v) compliance with the Restrictive Covenants, including, without limitation, the non-competition covenant, will not create any hardship for Executive as he has independent means and sufficient income to be fully self-supporting without competing with the Company in the Business or violating any of the Restrictive Covenants. Nothing contained in this Exhibit A shall limit any common law or statutory obligation that Executive may have to the Company or any of its Affiliates.

A. Non-competition . Executive agrees that during the period of his employment with the Company (or any Affiliate) and during the Restricted Period, Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member, shareholder of a closely held corporation or shareholder in excess of five percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is a Competing Business (as defined below), either in the United States or in any other place in the world where the Company or any of its Affiliates, successors or assigns engages in the Business. Notwithstanding anything to the contrary contained in this Clause A of this Exhibit A , investments described in Clause F of this Exhibit A are permitted. Solely for purposes of this Exhibit A : “ Competing Business ” means any alternative asset management business (other than the Business of the Company, its successors or assigns or Affiliates) Primarily for Third Party capital that advises, manages or invests the assets of and/or makes investments in private equity funds, hedge funds, collateralized debt obligation funds, business development corporations, special purpose acquisition companies or other alternative asset investment vehicles, or the Persons who manage, advise or own such investment vehicles. “ Primarily ” means with respect to more than 50% of the capital in question. “ Third Party ” means a Person other than Executive

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or any member of Executive’s Group. “ Restricted Period ” means, the period commencing on the date hereof and ending on the first anniversary of the termination of Executive’s employment with the Company or any of its Affiliates.

B. Non-solicitation of Employees, Etc . Executive agrees that during the period of his employment with the Company (or any Affiliate) and during the Restricted Period, Executive shall not, directly or indirectly, (i) solicit or induce any officer, director, employee, agent or consultant of the Company or any of its successors, assigns or Affiliates to terminate his, her or its employment or other relationship with the Company or its successors, assigns or Affiliates for the purpose of associating with any Competing Business, or otherwise encourage any such Person to leave or sever his, her or its employment or other relationship with the Company or its successors, assigns or Affiliates, for any other reason, or (ii) hire any such individual who, at the time of hire, Executive knows left the employ of the Company or any of its Affiliates during the immediately preceding 12 months. This provision shall not prohibit Executive from soliciting or hiring the Persons serving as his personal assistant or assistants at or prior to the time of his departure. For purposes of these Clauses B and C of this Exhibit A , “Affiliates” shall not include any Portfolio Company.

C. Non-solicitation of Investors, Etc . Executive agrees that during the period of his employment with the Company (or any Affiliate) and during the Restricted Period, Executive shall not, directly or indirectly, solicit or induce any investors, financing sources or capital market intermediaries of the Company or its successors, assigns or Affiliates to terminate (or diminish in any respect) his, her or its relationship with the Company or its successors, assigns or Affiliates. Nothing in this paragraph applies to those investors, financing sources, or capital market intermediaries who did not conduct business with the Company, or its successors, assigns or Affiliates during Executive’s employment with, or the period in which Executive held, directly or indirectly, an ownership interest in, the Company or any Affiliate.

D. Confidentiality . Executive agrees to be bound by Section 5.8 (“ Confidential Information ”) of the Agreement Among Principals.

E. Disparaging Comments . Executive agrees that he shall not, directly or indirectly, make or ratify any statement, public or private, oral or written, to any Person that disparages, either professionally or personally, the Company or any of its Affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them. The Company agrees that it shall not, and it shall ensure that its Continuing Principals shall not, directly or indirectly, make or ratify any statement, public or private, oral or written, to any Person that disparages Executive, either professionally or personally. The obligations under this paragraph shall not apply to (i) disclosures compelled by applicable law or order of any court or (ii) any statements or disclosures reasonably necessary to be made directly in connection with any legal proceeding, arbitration or investigation, whether or not compelled (but subject to any confidentiality agreements or orders that may govern such proceeding, arbitration or investigation).

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F. Competing Activities .

(1) Without the approval of the Governing Body (excluding any vote held by Executive), Executive, including through any member of Executive’s Group (each, an “ Interested Party ”) shall not at any time prior to Executive’s termination acquire a Financial Interest (as defined below) in (i) any Person in which any member of the Apollo Operating Group or any Subsidiary of the Apollo Operating Group holds an Investment or (ii) any potential Investment actively under consideration by any member of the Apollo Operating Group or any Subsidiary of the Apollo Operating Group. This provision shall not apply to any Financial Interest acquired on or prior to July 13, 2012 or the date such investment is first described in clauses (i) or (ii) of the preceding sentence. As used herein, “ Financial Interest ” means the ownership of securities or rights to acquire securities or the right to receive compensation as an officer or employee in or from a Person. The foregoing limitation shall not apply to investments described in Clause F(2)(b) of this Exhibit A , even if such funds or accounts invest in (i) any Person in which Apollo or any of its Subsidiaries or any Fund holds an investment interest or (ii) any potential investment actively under consideration by any member of the Apollo Operating Group or any Subsidiary of the Apollo Operating Group. Without the approval of the Governing Body, prior to Executive’s termination, Executive shall not actively participate in the management of any business, other than (i) a business of the Apollo Operating Group or a member or Subsidiary thereof or any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment on behalf of the Apollo Operating Group, (ii) a business described in Clause F(2)(a) of this Exhibit A and (iii) board level participation in a business described in Clause F(2)(d) of this Exhibit A . For the avoidance of doubt, a “business” in the preceding sentence shall not include volunteer work for any charitable, cultural, educational or philanthropic organization.

(2) At all times prior to Executive’s termination, Executive shall not, including through any member of Executive’s Group, make any personal investment in a Covered Investment (as defined below) other than:

(a) investments which are either (x) investments made (or legally committed to be made) on or prior to July 13, 2012 or (y) follow-on investments to the investments described in clause (x) or investments made to refinance the investments described in clause (x);

(b) passive investments in private equity funds, mutual funds, hedge funds and other managed accounts (but not investments in the manager of such funds or accounts) in which the Interested Party does not control or have advance or contemporaneous knowledge of investment recommendations or decisions, even if such funds or accounts make investments similar to the Investments made by any Fund;

(d) investments in private companies of less than $125 million (per company or group of affiliated companies operating as one business);

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(e) any other investment so long as (x) such investment has been previously disclosed to the Governing Body, (y) the Governing Body (which shall be by unanimous consent of the executive committee of the Manager so long as AGM Management, LLC functions as the “Governing Body”) determines that the consummation of such investment by Executive is not prohibited by the governing documents of any Fund, and (z) the Governing Body (which shall be by unanimous consent of the executive committee of the Manager so long as AGM Management, LLC functions as the “Governing Body”) determines that (A) it is not advisable for any Fund to make such investment or (B) the investment does not comport with the intent of any Fund, and accordingly, Executive’s consummation of the investment does not raise any appearance of impropriety;

provided , however , that in no event shall Executive make, or assist a member of his Group in making, any investment that conflicts with Apollo’s then-current code of ethics or any trading policies of Apollo (it being understood that the terms and restrictions of any such policy may be more restrictive than required by applicable law). The Company will notify the Executive promptly of any changes to its code of ethics or any of its trading policies. Compliance with the code of ethics and any trading policy of Apollo will generally require disclosure of such potential personal investment to the general counsel of Apollo or his designee. Nothing contained in this Clause F of this Exhibit A or elsewhere in this Agreement or the Agreement Among Principals shall restrict or diminish (x) Executive’s disclosure obligations pursuant to the code of ethics of Apollo or as may otherwise be required to comply with applicable laws or (y) Executive’s obligations pursuant to any employment contract with Apollo or its Subsidiaries. As used herein, “ Covered Investment ” means (i) a private equity or equity-linked investment in a (x) leveraged buy-out, management buy-out, leveraged recapitalization or other substantially similar transaction or (y) a private equity growth investment or other substantially similar transaction; (ii) an investment in any Person who raises, manages or advises private equity funds, hedge funds, collateralized debt obligation funds, business development companies (as defined in the 40 Act), other publicly traded alternative investment vehicles, managed accounts or other alternative asset investment vehicles; or (iii) any other investment that is consistent with the investment focus of any Fund.

(3) Executive hereby agrees to promptly disclose to the Governing Body any potential conflict of interest (as set forth in this Clause F of this Exhibit A ) upon becoming consciously aware of such conflict or potential conflict.

(4) All directors’ and other fees payable to Executive after July 13, 2012 or equity incentives granted to Executive after July 13, 2012 by a Portfolio Company shall be transferred to Apollo or its designee without any additional consideration therefor. Other than the compensation set forth herein Executive will not accept any compensation, director fees, other fees or equity interests from the Company or any of its Subsidiaries.

(5) Notwithstanding the provisions of paragraph (1) and paragraph (2) of this Section F, all investment activities conducted by the Executive’s family office will be permitted if conducted in compliance with the Company’s Code of Conduct and other compliance procedures or pre-approved by the Company’s Compliance Department.

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G. Continuing Obligations to the Company and its Affiliates . In addition, commencing on the Effective Date, Executive will cooperate in all reasonable respects with the Company and its Affiliates in connection with any and all existing or future litigation, actions or proceedings (whether civil, criminal, administrative, regulatory or otherwise) brought by or against the Company or any of its Affiliates, to the extent the Company reasonably deems Executive’s cooperation necessary. Executive shall be reimbursed for all out-of-pocket expenses incurred by him as a result of such cooperation.

H. Acknowledgement . Executive agrees and acknowledges that each Restrictive Covenant herein is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its Affiliates, imposes no undue hardship on Executive, is not injurious to the public, and that any violation of any of these Restrictive Covenants shall be specifically enforceable in any court with jurisdiction upon short notice. Executive agrees and acknowledges that a portion of the compensation paid to Executive under the Agreement to which this Exhibit A is attached will be paid in consideration of the covenants contained in this Exhibit A , the sufficiency of which consideration is hereby acknowledged. If any provision of this Exhibit A as applied to Executive or to any circumstance is adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other circumstance or the validity or enforceability of any other provision of this Exhibit A . If the scope of any such provision, or any part thereof, is too broad to permit enforcement of such provision to its full extent, Executive agrees that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, to the extent necessary to permit enforcement, and, in its reduced form, such provision shall then be enforceable and shall be enforced. Executive agrees and acknowledges that the breach of this Exhibit A will cause irreparable injury to the Company and upon breach of any provision of this Exhibit A , the Company shall be entitled to injunctive relief, specific performance or other equitable relief; provided , however , that this shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). The Company shall not bring any claim or action for breach of any provision of this Exhibit A unless (i) it has provided written notice of such alleged claim and provided Executive with at least 30 days to correct or cure the conduct in question and (ii) during such period, Executive has not corrected or cured such conduct. Each of the covenants in this Exhibit A shall be construed as an agreement independent of any other provisions in the Agreement to which it is attached, other than the consideration for such covenant provided in the Agreement.

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Exhibit 10.44

APOLLO GLOBAL MANAGEMENT, LLC

EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“ Agreement ”) is made and entered into as of July 19, 2012, by and between Apollo Global Management, LLC, a Delaware limited liability company (the “ Company ”), and Marc J. Rowan (“ Executive ”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company. Capitalized terms used herein that are not defined in the paragraph in which they first appear are defined in Section 5(b) or in the Agreement Among Principals.

W I T N E S S E T H:

WHEREAS , the Company desires to secure the continued services of Executive for the benefit of the Company and its Affiliates (as defined below) from and after the date hereof; and

WHEREAS, Executive desires to continue to provide such services.

1. SERVICES AND DUTIES . From and after the date hereof (the “ Effective Date ”), Executive shall be employed by the Company in the capacity of its Senior Managing Director. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “ Governing Body ” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (iii) engaging in activities expressly permitted by Exhibit A hereto.

3. COMPENSATION .

4. BENEFITS AND EXPENSE REIMBURSEMENT .

(b) Definitions . For purposes of this Agreement:

“ Affiliate ” means an affiliate of the Company (or other referenced entity, as the case may be) as defined in Rule 405 promulgated under the Securities Act of 1933, as amended.

“ Covered Business ” has the meaning ascribed to it in the amended and restated exempted limited partnership agreement of BRH Holdings, L.P., a Cayman Islands exempted limited partnership.

“ Manager ” means AGM Management, LLC, a Delaware limited liability company.

“ Subsidiary ” means a subsidiary of the Company (or other referenced entity, as the case may be) as defined in Rule 405 promulgated under the Securities Act of 1933, as amended.

8. GENERAL .

To the Company:

Apollo Global Management, LLC

9 West 57 ^th Street

43 ^rd Floor

New York, NY 10019

Attention: General Counsel

To Executive at the location set forth in the Company’s records

or to such other address or to the attention of such other Person as the recipient party may have specified by prior written notice to the sending party.

(j) Arbitration .

Such arbitration shall be held at such place as the arbitrators appointed by JAMS may determine within New York, New York, or such other location to which the parties hereto may agree.

The arbitrators shall have the authority to issue subpoenas for the attendance of witnesses and for the production of records and other

The arbitrators’ decision shall be in writing and shall be as brief as possible and will include the basis for the arbitrators’ decision. A record of the arbitration proceeding shall be kept.

Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

The parties hereto agree to participate in any arbitration in good faith.

(iii) Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including,

(n) Indemnification .

arising from or relating to matters occurring, in whole or-in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

[Signature page follows]

IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY , the parties hereto have executed and delivered this Agreement as of the year and date first above written.


APOLLO GLOBAL MANAGEMENT, LLC

By:		AGM Management, LLC,
		its Manager

By:		BRH Holdings GP, Ltd.,
		its Sole Member

By:		/s/ John J. Suydam
		John J. Suydam
		Vice President

		/s/ Marc J. Rowan
		Marc J. Rowan

[Employment Agreement for Marc Rowan]

Exhibit A

Restrictive Covenants

The Company and its Affiliates are engaged throughout the United States and the world in the business of raising, managing, investing the assets of and making investments in private equity funds, hedge funds, publicly traded alternative investment vehicles and other alternative asset investment vehicles (the “Business”). Executive acknowledges that (i) the Business is global in nature and Executive is among the limited number of individuals leading the Business, (ii) the Restrictive Covenants are an essential part of this Agreement, (iii) he has been fully advised by counsel in connection with the negotiation of this Agreement and the Restrictive Covenants, (iv) he is familiar with the laws which govern the enforceability of restrictive covenants in the jurisdictions where the Business is carried on, and agrees that these Restrictive Covenants, including, without limitation, the non-competition covenant, are reasonable, valid and enforceable in the context of this Agreement, and (v) compliance with the Restrictive Covenants, including, without limitation, the non-competition covenant, will not create any hardship for Executive as he has independent means and sufficient income to be fully self-supporting without competing with the Company in the Business or violating any of the Restrictive Covenants. Nothing contained in this Exhibit A shall limit any common law or statutory obligation that Executive may have to the Company or any of its Affiliates.

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or any member of Executive’s Group. “ Restricted Period ” means, the period commencing on the date hereof and terminating on (i) if the termination of such employment occurs after the date hereof but prior to January 1, 2013, December 31, 2013, and (ii) if the termination of such employment occurs on or after December 31, 2012, that date which is one year following such termination.

D. Confidentiality . Executive agrees to be bound by Section 5.8 (“ Confidential Information ”) of the Agreement Among Principals.

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F. Competing Activities .

(d) investments in private companies of less than $125 million (per company or group of affiliated companies operating as one business);

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(4) All directors’ and other fees payable to Executive after July 13, 2012 or equity incentives granted to Executive after July 13, 2012 by a Portfolio Company shall be transferred to Apollo or its designee without any additional consideration therefor. Other than the compensation set forth herein, Executive will not accept any compensation, director fees, other fees or equity interests from the Company or any of its Subsidiaries.

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Exhibit 10.45

APOLLO GLOBAL MANAGEMENT, LLC

EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS EMPLOYMENT, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“ Agreement ”) is made and entered into as of July 19, 2012, by and between Apollo Global Management, LLC, a Delaware limited liability company (the “ Company ”), and Joshua J. Harris (“ Executive ”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company. Capitalized terms used herein that are not defined in the paragraph in which they first appear are defined in Section 5(b) or in the Agreement Among Principals.

W I T N E S S E T H:

WHEREAS , the Company desires to secure the continued services of Executive for the benefit of the Company and its Affiliates (as defined below) from and after the date hereof; and

WHEREAS, Executive desires to continue to provide such services.

3. COMPENSATION .

4. BENEFITS AND EXPENSE REIMBURSEMENT .

(b) Definitions . For purposes of this Agreement:

“ Affiliate ” means an affiliate of the Company (or other referenced entity, as the case may be) as defined in Rule 405 promulgated under the Securities Act of 1933, as amended.

“ Covered Business ” has the meaning ascribed to it in the amended and restated exempted limited partnership agreement of BRH Holdings, L.P., a Cayman Islands exempted limited partnership.

“ Manager ” means AGM Management, LLC, a Delaware limited liability company.

“ Subsidiary ” means a subsidiary of the Company (or other referenced entity, as the case may be) as defined in Rule 405 promulgated under the Securities Act of 1933, as amended.

8. GENERAL .

To the Company:

Apollo Global Management, LLC

9 West 57 ^th Street

43 ^rd Floor

New York, NY 10019

Attention: General Counsel

To Executive at the location set forth in the Company’s records

or to such other address or to the attention of such other Person as the recipient party may have specified by prior written notice to the sending party.

(j) Arbitration .

Such arbitration shall be held at such place as the arbitrators appointed by JAMS may determine within New York, New York, or such other location to which the parties hereto may agree.

The arbitrators shall have the authority to issue subpoenas for the attendance of witnesses and for the production of records and other

The arbitrators’ decision shall be in writing and shall be as brief as possible and will include the basis for the arbitrators’ decision. A record of the arbitration proceeding shall be kept.

Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

The parties hereto agree to participate in any arbitration in good faith.

(iii) Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including,

(n) Indemnification .

arising from or relating to matters occurring, in whole or-in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

[Signature page follows]

IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY , the parties hereto have executed and delivered this Agreement as of the year and date first above written.


APOLLO GLOBAL MANAGEMENT, LLC

By:		AGM Management, LLC,
		its Manager

By:		BRH Holdings GP, Ltd.,
		its Sole Member

By:		/s/ John J. Suydam
		John J. Suydam
		Vice President

		/s/ Joshua J. Harris
		Joshua J. Harris

[Employment Agreement for Joshua Harris]

Exhibit A

Restrictive Covenants

The Company and its Affiliates are engaged throughout the United States and the world in the business of raising, managing, investing the assets of and making investments in private equity funds, hedge funds, publicly traded alternative investment vehicles and other alternative asset investment vehicles (the “Business”). Executive acknowledges that (i) the Business is global in nature and Executive is among the limited number of individuals leading the Business, (ii) the Restrictive Covenants are an essential part of this Agreement, (iii) he has been fully advised by counsel in connection with the negotiation of this Agreement and the Restrictive Covenants, (iv) he is familiar with the laws which govern the enforceability of restrictive covenants in the jurisdictions where the Business is carried on, and agrees that these Restrictive Covenants, including, without limitation, the non-competition covenant, are reasonable, valid and enforceable in the context of this Agreement, and (v) compliance with the Restrictive Covenants, including, without limitation, the non-competition covenant, will not create any hardship for Executive as he has independent means and sufficient income to be fully self-supporting without competing with the Company in the Business or violating any of the Restrictive Covenants. Nothing contained in this Exhibit A shall limit any common law or statutory obligation that Executive may have to the Company or any of its Affiliates.

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D. Confidentiality . Executive agrees to be bound by Section 5.8 (“ Confidential Information ”) of the Agreement Among Principals.

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F. Competing Activities .

(d) investments in private companies of less than $125 million (per company or group of affiliated companies operating as one business);

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Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Leon Black, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 of Apollo Global Management, LLC;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

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:

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;

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;

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

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 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):

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

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 14, 2012

/s/ Leon Black

Leon Black

Chief Executive Officer

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Gene Donnelly, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 of Apollo Global Management, LLC

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

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):

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 14, 2012

/s/ Gene Donnelly

Gene Donnelly

Chief Financial Officer

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Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leon Black, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2012

/s/ Leon Black

Leon Black

Chief Executive Officer

*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

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Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gene Donnelly, 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 14, 2012

/s/ Gene Donnelly

Gene Donnelly

Chief Financial Officer

*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.