LY PARTNERS, LP AS OF DECEMBER 3, 2015 Number of Shares 92,727,166 Price per Share $15.81 Value of Block $1,465,552,859 Value Attributable to APO Corp. 69.99% $1,025,740,448 Annual Amortization (15 yr.) $68,382,696 Effective Tax Rate (Per Management) 40.35% Discount Rate 12.00% Year TRA Amo

Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group. Amended and Restated Tax Receivable Agreement APO Corp. has entered into a tax receivable agreement with our Managing Partners and Contributing Partners that provides for the payment by APO Corp. to an ex

tribution will be recognized over time as founders exchange APP interests. As that gain is recognized, additional basis step-up will be delivered to APO Corp., resulting in additional future TRA benefits payable to founders. ► The following examples were prepared using certain assumptions, including: ► N

a Delaware limited partnership, MJR Foundation LLC, a New York limited liability company, Joshua J. Harris, the Partnership, Intermediate Holdings, APO Corp., a Delaware corporation, APO Asset Co., LLC, a Delaware limited liability company, and each member of the Apollo Operating Group. "Control' means

e, as amended, or applicable State and Local income tax provisions. The Transaction On July 13, 2007, Apollo Global Management, LLC contributed to APO Corp., a corporation for US Federal income tax purposes, and APO Asset Co., an entity that has elected to be disregarded for US Federal income tax purpos

oks like less corporate taxable income in 2015 such that there is less utilization of amortization of goodwill. As such, less tax benefit inuring to APO Corp. As a result, less TRA payable for 2015. I had met with Brad Okun last May/ June. We left open the analysis. I emailed him today to see if we could r

s are defined in those certain Roll-Up Agreements, dated as of July 13, 2007, by and among the undersigned, BRH Holdings, L.P., APO Asset Co., LLC, APO Corp., Apollo Global Management, LLC and certain of the undersigned's limited partners). Such prohibited hedging or other transactions would include witho

s are defined in those certain Roll-Up Agreements, dated as of July 13, 2007, by and among the undersigned, BRH Holdings, L.P., APO Asset Co., LLC, APO Corp., Apollo Global Management, LLC and certain of the undersigned's limited partners). Such prohibited hedging or other transactions would include witho

oks like less corporate taxable income in 2015 such that there is less utilization of amortization of goodwill. As such, less tax benefit inuring to APO Corp. As a result, less TRA payable for 2015. I had met with Brad Okun last May/ June. We left open the analysis. I emailed him today to see if we could r

Subject: Intercompany Loan Discussion Hi Rich, Hope all is well. L=on asked that I send you the attached presentation which is being consider=d by APO Corp. I had mentioned this as a likely proposal when we last spoke. Please let me know if you would like to discuss.=/o:p> Kind regards,<=span> Katie</=

rms are defined in those certain Roll-Up Agreements, dated as of July 13, 2007, by and among the undersigned, BRH Holdings, LP., APO Asset Co., LLC, APO Corp., Apollo Global Management, LLC and certain of the undersigned's limited partners). Such =rohibited hedging or other transactions would include with

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 $1.7 million and $211.0 million for the years ended December 31.2011 and 2010. respectively. after adjusting for permanen

visors VI (EH-GP). Ltd. Apollo Advisors VI (EH). L.P. AAA Guernsey Limited Apollo Alternative Assets. L.P. AAA MIP Limited AAA Associates. L.P. APO Corp. Apollo SW Capital Management. LLC Apollo SW Advisors. L.P. Apollo SW Administration. LLC Apollo SOMA Capital Management. LLC Apollo SOMA Advisor