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Explanation of Responses:
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1)
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Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") awarded to the Reporting Person. The RSUs are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2012, and the balance will vest in a series of three successive equal annual installments on the second, third and fourth anniversaries of the April 13, 2011 vesting commencement date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under specific circumstances during the service-vesting period. The underlying shares of Class A common stock will, in general, be issued as the RSUs vest (footnote continued below).
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2)
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(continued from footnote 1 above) The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU award that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. The credited dividends will be paid to the Reporting Person at the same time the vested shares of Class A common stock to which they relate are issued under the RSU award.
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3)
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Includes (i) 208 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 248,000 shares of the Issuer's Class A common stock subject to RSUs granted April 13, 2011, (iii) 49,000 shares of the Issuer's Class A common stock subject to RSUs granted on April 13, 2011, (iv) 38,000 shares of the Issuer's Class A common stock subject to RSUs granted April 13, 2011, and (v) 57,740 shares of the Issuer's Class A common stock subject to RSUs granted to the Reporting Person on January 18, 2011. The 248,000 shares underlying the RSUs described in (ii) above will be issued as those units vest (subject to an initial performance-vesting requirement) in four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2012, April 13, 2013, April 13, 2014, and April 13, 2015 vesting dates (footnote continued below).
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4)
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(continued from footnote 3 above) The 49,000 shares underlying the RSUs described in (iii) above will be issued as those units vest (subject to an initial performance-vesting requirement) as follows: 50% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2012 and the balance of the RSUs will vest in two successive equal annual installments upon the Reporting Person's continuation in service with the Issuer though each of the April 13, 2013 and April 13, 2014 vesting dates. (footnote continued below).
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5)
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(continued from footnote 4 above) The 38,000 shares underlying the RSUs described in (iv) above will be issued as those units vest (subject to an initial performance-vesting requirement) as follows: 20% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through April 13, 2012 and the balance of the RSUs will vest in two successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the April 13, 2013 and April 13, 2014 vesting dates. The 57,740 shares underlying the January 18, 2011 RSUS will vest in successive monthly installments over the Reporting Person's period of service with the Issuer as follows: (i) 20% of the RSUs will vest in 8 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 8-month period measured from January 16, 2011, with the shares that so vest to be issued on September 15, 2011; (footnote continued below).
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6)
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(footnote continued from 5 above) (ii) an additional 40% of the RSUs will vest in 12 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 12-month period measured from September 16, 2011, with the shares of Class A common stock that so vest to be issued on September 15, 2012; and (iii) the remaining 40% of the RSUs will vest in 12 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 12-month period measured from September 16, 2012, with the shares of Class A common stock that so vest to be issued on September 15,2013. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer, and the RSUs described in (ii), (iii) and (iv) are subject to service-vesting credits in the event the Reporting Person is terminated under certain specified circumstances during the service-vesting period.
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7)
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Represents the target number of shares of the Issuer's Class A common stock underlying the performance share award made to the Reporting Person. The performance shares are subject to both performance-vesting and service-vesting requirements. The performance-vesting requirement for 80% of the performance shares is tied to the average of the annual percentage rates of growth or decline in the Issuer's adjusted free cash flow for each of the Issuer's 2012, 2013 and 2014 fiscal years, and the performance-vesting requirements for the remaining 20% are tied to the average credit earned per student for bachelor-degree and associate-degree enrolled students, respectively, over the applicable performance periods. The levels at which the various performance goals are attained will determine the actual number of shares of the Issuer's Class A common stock into which the performance shares will be converted (footnote continued below).
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8)
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(footnote continued from 7 above) The conversion percentages will range from 50% at threshold level attainment to 100% at target level attainment and 200% at maximum level attainment or above. The Reporting Person will vest in one-third of the shares of the Issuer's Class A common stock into which the performance shares are so converted for each fiscal year within the specified service period (the Issuer's 2012, 2013, and 2014 fiscal years) that the Reporting Person remains in the Issuer's employ. However, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under certain specified circumstances during the service-vesting period. In addition, the performance shares will immediately convert into fully-vested shares of the Issuer's Class A common stock at target level or above upon certain changes in control or ownership of the Issuer (footnote continued below).
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9)
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(footnote continued from 8 above) When the vested shares of the Issuer's Class A common stock become issuable following the satisfaction of the applicable performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. The performance share award does not include any dividend equivalent rights.
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10)
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Does not 55,617 include shares of the Issuer's Class A common stock subject to the reported performance share award listed on line two.
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11)
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Represents the target number of shares of the Issuer's Class A common stock underlying the second performance share award made to the Reporting Person on July 6, 2011. The performance shares are subject to both performance-vesting and service-vesting requirements. The performance-vesting requirement is tied to the increase in adjusted operating free cash flow of Apollo Global, Inc., the Issuer's majority-owned subsidiary, over the specified performance period (September 1, 2011 to August 31, 2014). The amount of such increase will determine the actual number of shares of the Issuer's Class A common stock into which the performance shares will be converted. The conversion percentage will range from 100% at target level attainment to 600% at maximum level attainment or above (footnote continued below).
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12)
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(footnote continued from 11 above) The Reporting Person will vest in one-third of the shares of the Issuer's Class A common stock into which the performance shares are so converted for each fiscal year within the performance period that the Reporting Person remains in the Issuer's employ. However, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under certain specified circumstances during the service-vesting period. In addition, the performance shares will immediately convert into fully-vested shares of the Issuer's Class A common stock at target level or above upon certain changes in control or ownership of Apollo Global, Inc. or the Issuer. (footnote continued below).
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13)
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(footnote continued from 12 above) When the vested shares of the Issuer's Class A common stock become issuable following the satisfaction of the performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. The performance share award does not include any dividend equivalent rights.
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14)
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Does not include (i) 21,066 shares of the Issuer's Class A common stock subject to the reported performance share award listed on line three, or (ii) 55,617 shares of the Issuer's Class A common stock subject to the reported performance share award listed on line two.
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15)
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The option will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in a series of four successive equal annual installments on each of the first four one-year anniversaries of the April 13, 2011 vesting commencement upon the Reporting Person's continuation in service with the Issuer through each such annual vesting date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under certain specified circumstances during the service-vesting period.
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