Iefile GRAPHIC print DO NOT PROCESS I As Filed Data I Return of Private Foundation ,.,,.990-PF or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation Department of the Treasury Internal Revenue Service A Employer identication number 13-3947890 Number and street (or P 0 box number if mail is not delivered to street address) 9 WEST 57TH STREET 43RD FLR B Telephone number (see instructions) Room/suite (212) 515-3205 City or town, state, and ZIP code NEW YORK, NY 10019 _Initial return Final return _Initia return ofa former public charity _Amended return _Address change _Name change H Check type of organization FSECUOTI 501(c)(3) exempt private foundation Section 4947(a)(1) nonexempt charitable trust _Other taxable private foundation '7 Cash _ Accrual I Fair market value ofall assets at end J Accounting method of year (from Part II, col. (C), Other (specify) line 16)IP$ 8,935 (Part I, column (0') must be on cash basis.) Analysis of Revenue and Expenses (The [Ora] of amounts m co/umns (b), (C), and (,1) may not necessanly equal the amounts In column (a) (see Instructions) ) 1 Contributions, gifts, grants, etc , received (attach schedule) 2 3 Check it _ if the foundation IS not required to attach Sch B Interest on savings and temporary cash investments 4 Dividends and interest from securities. 5a Gross rents b 6a Net gain or(loss)from sale ofassets not online 10 % 3 '1 b 7 8 Gross sales price for all assets on line 6a Capitalgain netincome (from PartIV, ine 2) Netshort-term capital gain 9 Income modifications Less Cost of goods sold c Gross profit or(loss)(attach schedule) 11 Other income (attach schedule) 12 Total. Add lines 1 through 11 13 Compensation of officers, directors, trustees, etc Mn E 14 15 Other employee salaries and wages Pension plans, employee benefits E E 16a Legal fees (attach schedule). b Accounting fees (attach schedule). c p- I- D 1. Foreign organizations, check here p- I_ 2. Foreign organizations meeting the 85% test, F 'check here and attach computation E If private foundation status was terminated under section 507(b)(1)(A), check here F If the foundation is in a 60-month temiination under section 507(b)(1)(B), check here (b) Net investment 0C0m (c) Adjusted net income F 'F '- (d) Disbursements for charitable PUTP5e'5 (cash basis only) 1:000:000 9 9 0 Gross sales less returns and allowances b 3 (e) Revenue end expenses per books C If exemption application is pending, check here Net rental income or (loss) ED 10a _ Open to Public Inspection , and ending 12-31-2012 Name of foundation LEON BLACK FAMILY FOUNDATION INC E 2012 Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements For calendar year 2012, or tax year beginning 01-01-2012 G Check all that apply DLN:93491210005583I OMB No 1545-0052 1,000,009 9 0 0 0 Other professional fees (attach schedule) E Jr. 17 18 19 Depreciation (attach schedule) and depletion E 20 Occupancy : E 21 22 Travel, conferences, and meetings . Printing and publications . E '3 23 24 Other expenses (attach schedule). Total operating and administrative expenses. E '2' Add lines 13 through 23 Contributions, gifts, grants paid. 0 1,000,000 0 25 0 1,000,000 26 27 Total expenss and disbursements. Add lines 24 and 25 Subtract line 26 from line 12 110001000 0 1,000,000 a Interest Taxes (attach schedule) (see instructions) Excess of revenue over expenses and disbursements b Net investment income (if negative, enter -0-) c Adjusted net income (if negative, enter -0-) For Paperwork Reduction Act Notice, see instructions. 9 9 Cat No 11289X Form 990-PF (2012) Form 990PF (2012) Attached schedules and amounts in the description column Balance sheets should be for end-of-year amounts only (See instructions ) Cashnon-interest-bearing. 2 Savings and temporary cash investments 3 Accounts receivable IF Beginning of year (a) Book Value 8,926 Page 2 End of year (b) Book Value (c) Fair Market Value 8,935 8,935 Less allowance for doubtful accounts I* 4 Pledges receivable F Less allowance for doubtful accounts I* 5 Grants receivable Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see page 15 of the instructions). 7 Other notes and loans receivable (attach schedule) I E 8 Inventories for sale or use ,2? 9 10a L Less allowance for doubtful accounts F Prepaid expenses and deferred charges . InvestmentsU S and state government obligations (attach schedule) b Investmentscorporate stock (attach schedule). c Investmentscorporate bonds (attach schedule). 11 Investments and, buildings, and equipment basis it 12 Investmentsmortgage loans 13 Investmentsother(attach schedule) 14 Land, buildings, and equipment basis F 15 Other assets (describe? 16 Total assets (to be completed by all fi erssee the 17 Accounts payable and accrued expenses 13 Grants payable . 3 E 19 20 Deferred revenue Loans from officers, directors, trustees, and other disqualified persons -E 21 Mortgages and other notes payable (attach schedule) 3 22 Other liabilities (describe I 23 Total liabilities (add lines 17 through 22) Less accumulated depreciation (attach schedule) I Less accumulated depreciation (attach schedule) I'' ) instructions Also, see page 1, item I) 8,926 8,935 0 0 8,926 8,935 8,935 ) Foundations that follow SFAS 117, check here I* [7 and complete lines 24 through 26 and lines 30 and 31. E 24 E 25 Unrestricted . Temporarily restricted E 26 Permanently restricted E If Foundations that do not follow SFAS 117, check here F and complete lines 27 through 31. . . . . . . . . . . . E 27 Capital stock, trust principal, or current funds . 3 28 Paid-in or capital surplus, or land, bldg , and equipment fund E 29 I 30 Retained earnings, accumulated income, endowment, or otherfunds Total net assets or fund balances (see page 17 of the E instructions). Total liabilities and net assets/fund balances (see page 1 7 of 8,926 8,935 the instructions) 8,926 8,935 31 Analysis of Changes in Net Assets or Fund Balances 1 2 Total net assets or fund balances at beginning ofyearPart 11, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 1 8,926 Enteramountfrom PartI, ine 27a 2 9 3 Other increases not included in line 2 (itemize) P 3 0 4 Add lines 1,2,and3 4 8,935 5 Decreases not included in line 2 (itemize) F 5 0 6 Total netassets orfund balances at end ofyear( ine4 minus line 5)PartII,column (b),line 30 6 8,935 Form 990-PF (2012) Form 990-PF(2012) Part IV Capital Gains and Losses for Tax on Investment Income Page3 (b) How acquired (c) Date acquired PP urchase (mo , day, yr) DDonation (a) List and describe the kind(s) of property sold (e g , real estate, 2-story brick warehouse, or common stock, 200 shs MLC Co) (d) Date sold (mo , day, yr) 1a ?IZii'lJEiZled ?3..::;.;.:::i::r: ..S3iS:ii,.:ii::i>., a b c d e Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 w F M v as onz/wee ;::ii:*7:.72:'s ( ) Gains (co ()1) gain minus :i::::..:fi::'.;'> 2g:Z2.Le.:iTiE);" ' a b c d e Ifgain, also enter in Part I, line 7 2 Capitalgain netincome or(netcapita loss) 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6) { 1f( o55),ente.--0- .npart1l .ne7 } in Part I, ine8 Ifgain, also enter in Part I, line 8, column (c) (see instructions) If( oss), enter -0- 2 3 } Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income) Ifsection 4940(d)(2) applies, leave this part blank Was the foundation liable forthe section 4942 tax on the distributable amount ofany year in the base period? IfYes," the foundation does not qualify under section 4940(e) Do not complete this part I_ Yes I7 No 1 Enterthe appropriate amount in each column for each year, see page 18 ofthe instructions before making any entries (3) Base period years Calendar Year (or tax year beginning In) 2011 2010 2009 2008 2007 (b Adjusted qualifying distributions 500,000 550,000 753,634 0 0 2 Total ofline 1,co umn (d). . 2 121 104602 3 Average distribution ratio forthe 5-year base perioddivide the total on line 2 by 5, or by the number ofyears the foundation has been in existence ifless than 5 years . . . 3 24 220920 4 Enterthe net value ofnoncharitab euse assets for 2012 from Part X, line 5. 4 8,801 5 M It I l 4 b I 3. u ipy ine y me 5 213,168 6 Enter 1% ofnetinvestment income (1% ofPartI, ine 27b). . . . . . . . . . . 6 0 7 Add ines5and 6. . . . . . . . . . . 7 213,168 8 1,000,000 8 . . . . . . . . . . . . . . . . . . Enter qualifying distributions from Part XII, line 4. . (d) Distribution ratio (Col (b) divided by Col (Q) 56 753689 59 737157 4613756 0000000 0000000 (C) _ Net value of noncharitable use assets 8,810 9,207 163,345 253,689 246,719 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ifline 8 is equal to or greater than line 7, check the box in Part VI, line lb, and complete that part using a 1/o tax rate See the PartVI instructions Form 990-PF (2012) Form 990-PF(2012) Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948see page 18 of the instructions) 1a Exempt operating foundations described In section 4940(d)(2), check here I _ and enter N/A" on line 1 Date of ruling or determination letter (attach copy of letter if necessarysee inst ruct ions) Domestic foundations that meet the section 4940(e) requIrements In Part V, check b page4 1 0 u1.hwN oooo 7 0 O here I* 7and enter 1/o ofPart I, line 27b All other domestIc foundations enter 2% of line 27b Exempt foreign organizations enter 4% of Part 1, line 12, col (b) Tax under section 511 (domestic sectIon 4947(a)(1) trusts and taxable foundatIons only Others enter -0-) Add lines 1 and 2. Subtitle A (Income) tax (domestic sectIon 4947(a)(1) trusts and taxable foundations only Others enter -0-) Tax based on investment income. Subtract line 4 from line 3 Ifzero or less, enter -0- . 101-hWNn Credits/Payments 2012 estimated tax payments and 2011 overpayment credited to 2012 ExemptforeignorganIzatIonstaxwithheldatsource . . . . . . 6a . 5b Tax paid wIth app IcatIon for extension oftime to file (Form 8868) .U'I Backupwithholdingerroneouslywithheld. . . . . . Totalcreditsandpayments Addlines 6athrough6d. . . . . 6c . . . . . . 5d . . . . . . . . Enter any penalty for underpayment of estimated tax Check here _ IfForm 2220 Is attached Taxdue.Ifthetota oflInes5and8Is morethan Ine7,enteramountowed. . . . . . . P 9 10 Overpayment. Ifline 7 is more than the total oflines 5 and 8, enterthe amount overpaid. F 10 11 Enter the amount of Ine 10 to be Credited to 2013 estimated tax F Refunded Iv 11 1a Statements Regarding Activities During the tax year, did the foundation attempt to Influence any national, state, or local legislation or did BDQN ItparticipateorinterveneInanypolItIca campaIgn7 b . . . . . . . . . . . . . . . . . Yes . . . No . . 1a No . . 1b No 1c No 2 No DId It spend more than $100 during the year (eIther directly or Indirectly) for political purposes (see page 19 of theInstructionsfordefinition)? .. . . . . . . . . . . . . . . . . . . . . . . . . If the answer is Yes to 1a or 1b, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities. DId the foundatIon file Form 1120-POL forthIs year?. . . . . . . . . . . . . . . . . . . . . Enterthe amount (Ifany) oftax on po ItIca expendItures (section 4955) Imposed during the year (1) On the foundatIon e P $ on foundation managers P $ 2 0 (2) On foundation managers Ir $ 0 Enterthe reImbursement (Ifany) paid by the foundation during the yearfor political expenditure tax Imposed 0 Has the foundation engaged In any activities that have not prevIous y been reported to the IRS? . . . . . . . If Yes, attach a detailed description of the activities. 3 Has the foundation made any changes, not previously reported to the IRS, In its governing Instrument, artIcles of IncorporatIon, or bylaws, or other similar Instruments? If Yes, attach a conformed copy of the changes 4a b 5 3 No DId the foundatIon have unrelated business gross Income of$1,000 or more during the year?. . . . . . . . 4a No IfYes, has It filed a tax return on Form 990-Tforthis year?. . . . . . . . 4b . . . . . . . . . . . Was there a liquidation, termInatIon, dissolution, or substantial contraction during the year? . . . . . . . . . 5 No . . . . . 6 7 Yes Yes 8b Yes If Yes, attach the statement required by General Instruction T. 6 Are the requirements ofsection 508(e) (relatIng to sections 4941 through 4945) satisfied eIther 0 By language In the governIng Instrument, or 0 By state egIslatIon that effectively amends the governing Instrument so that no mandatory dIrectIons that conflict with the state law remain In the governing Instrument? . . . . . . . . . . . Did the foundatIon have at least $5,000 In assets at any tIme during the year? If Yes, complete Pait1I, col (c), and PaitXV 7 8a b Enterthe states to which the foundation reports or with which It is regIstered (see Instructions) FNY Ifthe answer Is Yes to line 7, has the foundation furnished a copy of Form 990PF to the Attorney General (or designate) of each state as required by General Instruction G7 If No/attach explanation . 9 Is the foundation c aImIng status as a private operating foundation wIthIn the meaning ofsection 494Z(_])(3) or 4942(])(5)for calendar year 2012 or the taxable year begInnIng In 2012 (see Instructions for Part XIV)? 10 IfYes,completePartXIV . . . . . . . . . . . . . . . . . . . . . . . . . . Did any persons become substantial contributors during the tax year? If Yes, attach a schedule listing their names and addresses . . . 9 10 No No Form 990-PF (2012) Form 990PF(2012) Statements Regarding Activities (continued) 11 At any time during the year, did the foundation, directly or Indirectly, own a controlled entity within the Page5 meaning ofsection 512(b)(13)? If"Yes," attach schedule (see instructions). 12 13 11 No advisory privileges? If "Yes," attach statement (see instructions) 12 No Did the foundation comply with the public Inspection requirements for its annual returns and exemption application? 13 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had Yes Website address PNONE 14 The books are in care of ITHOMAS TURRIN CPA CO RAICH ENDE M Located at F1375 BROADWAY NEW YORK NY 15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 Check here . . and enterthe amount oftax-exemptinterest received or accrued during the year. I 15 I 16 Telephone no I'(212) 944-4433 ZIP+4 I*100l9 . P . . . . . . . F I7 At any time during calendar year 2012, did the foundation have an interest in or a signature or other authority over a bank, securities, or other financial account In a foreign country? . $2 No See instructions for exceptions and filing requirements for Form TD F 90-22 1 If"Yes", enter the name ofthe foreign country I Part VII-B Statements Regarding Activities for Which Form 4720 May Be Required File Form 4720 if any item is checked in the Yes" column, unless an exception applies. 1a During the year did the foundation (either directly or indirectly) (1) Engage in the sale or exchange, or leasing ofproperty with a disqualified person? Yes No I7 Yes I7 No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept It from) a disqualified person?. I7 Yes I7 No (3) Furnish goods, services, orfacilities to (or accept them from) a disqualified person? I7 Yes I7 No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? I7 Yes I7 No (5) Transfer any income or assets to a disqualified person (or make any ofeither available for the benefit or use ofa disqualified person)?. I7 Yes I7 No (6) Agree to pay money or property to a government official? (Exception. Check No Ifthe foundation agreed to make a grant to orto employ the official for a period aftertermination ofgovernment service, ifterminating within 90 days). I7 Yes I7 No Ifany answer is Yes to 1a(1)(6), did any ofthe acts fail to qualify under the exceptions described In Regulations section 53 4941(d)-3 or In a current notice regarding disaster assistance (see page 20 of the InstructIons)?. Organizations relying on a current notice regarding disaster assistance check here. 1b .I' I- Did the foundation engage In a prior year in any ofthe acts described in 1a, otherthan excepted acts, that were not corrected before the first day ofthe tax year beginning in 2012?. 1c No Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private operating foundation defined In section 4942(J)(3) Ol'4942(_])(5)) At the end oftax year 2012, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) fortax year(s) beginning before 2012?. IfYes, Ist the years? 20 , 20 , 20 , I7 Yes I7 No 20 Are there any years listed In 2a for which the foundation is not applying the provisions ofsection 4942(a)(2) (relating to Incorrect valuation ofassets) to the year's undistributed income? (lfapplying section 4942(a)(2) to all years listed, answer No and attach statementsee instructions ) . 2b Ifthe provisions ofsection 4942(a)(2) are being applied to any ofthe years listed In 2a, list the years here I 20 3a , 20 , 2o , 20 Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year7. I7 Yes I7 No IfYes, did It have excess business holdings In 2012 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969, (2) the lapse ofthe 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest, or (3) the lapse ofthe 10-, 15-, or 20-yearfirst phase holding period? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2012.). . 3b Did the foundation Invest during the year any amount In a mannerthat would jeopardize its charitable purposes? . . . . . . . . . . . . . . . . . . 4a No 4b No Did the foundation make any investment In a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from Jeopardy before the first day ofthe tax year beginning in 2012? Form 990-PF (2012) Form 990-PF (2012) 5a Page 6 Statements Regarding Activities for Which Form 4720 May Be Required (continued) During the year did the foundation pay or incur any amount to (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? I_ Yes I7 No (2) Influence the outcome ofany specific public election (see section 4955), orto carry on, directly or indirectly, any voter registration drive'. I_ Yes I7 No (3) Provide a grant to an individual for travel, study, or other similar purposes? I_ Yes I7 No (4) Provide a grant to an organization other than a charitable, etc , organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)'r (see instructions). I_ Yes I7 No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or forthe prevention ofcruelty to children or animals7. b c .I_ Yes I7 No Ifany answer IS Yes to 5a(1)(5), did any ofthe transactions fail to qualify under the exceptions described in Regulations section 53 4945 or in a current notice regarding disaster assistance (see instructions)? . . . Organizations relying on a current notice regarding disaster assistance check here. .I" I- . 5b Ifthe answer is Yes to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility forthe grant7. . I_ Yes I_ No If Yes, attach the statement required by Regulations Section 53.49455(d). 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract). b I_ Yes I7 No Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract7. 6b No If Yes "to 6b, file Form 8870. 7a b At any time during the tax year, was the foundation a party to a prohibited tax sheltertransaction? I_ Yes I7 No Ifyes, did the foundation receive any proceeds or have any net income attributable to the transaction? . 7b Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation (see instructions). (b) Title, and average (c) Compensation (cl) Contributions to . (a) Name and address hours per week (If not paid, enter employee benefit plans devoted to position -0-) and deferred compensation (e) Expense account, otherallowances LEON DBLACK c/o APOLLO MGT9W57TH ST NEWYORK,NY 10019 DEBRA R BLACK PRESIDENT/TREASURER 400 o o 0 VICE 0 0 0 c/o APOLLO MGT9W57TH ST NEWYORK,NY 10019 JEFFREY EPSTEIN 358 EL BRILLO WAY PALM BEACH,FL 33480 PRESIDENT/SECRETARY 4 00 DIRECTOR 4 00 O 0 0 2 Compensation of five highestpaid employees (other than those included on line 1see instructions). If none, enter NONE." (d) Contributions to (b) Title, and average (a) Name and address of each employee employee benefit (e) Expense account, hours per week (c) Compensation other allowances paid more than $50,000 plans and deferred devoted to position compensation NONE Total number of other employees paid over $50,000. 0 Form 990-PF (2012) Form 990-PF(2012) Page7 Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3 Five highestpaid independent contractors for professional services (see instructions). If none, enter "NONE". (a)Name and address ofeach person paid more than $50,000 (b) Type ofservice (c)Compensation NONE Total number of others receivin over 50 000 for rofessional services. Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc 1 Expenses 2 3 4 ' = Summar of Pro ram-Related Investments see instructions Describe the two largest programrelated investments made by the foundation during the tax year on lines 1 and 2 1 A mount 2 All other programrelated investments See page 24 of the instructions 3 Total.Addlines1throuh3..........................P 0 Form 990-PF (2012) Form 990-PF(2012) M Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.) 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc, Page8 purposes a Average monthly fair market value ofsecurities. 1a 0 b Average of monthly cash balances. 1b 8,935 c Fair market value of all other assets (see instructions). 1c 0 cl Total (add lines 1a, b, and c). 1d 8,935 e Reduction claimed for blockage or other factors reported on lines 1a and 2 O 1c (attach detailed explanation). 2 . . . . . . . . . . . . 1e Acquisition indebtedness applicable to line 1 assets. Subtract line 2 from line 1d. 4 8,935 Cash deemed held for charitable activities Enter 1 1/2% ofline 3 (for greater amount, see instructions). 4 134 Net value of noncharitableuse assets. Subtract line 4 from line 3 Enter here and on Part V, line 4 Minimum investment return. Enter 5% of line 5. 5 6 8,801 440 1 Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations a nd certain foreign organizations check here II l_ and do not complete this part.) Minimum investment return from Part X, ine 6. 1 2a Tax on investmentincome for 2012 from Part VI, ine 5. b c . . . Income tax for 2012 (This does notinclude the tax from PartVI ). Add lines 2a and 2b. . . . 440 2a . 2b 2c 0 440 3 Distributable amount before adjustments Subtract line 2c from line 1. 3 4 Recoveries ofamounts treated as qualifying distributions. 4 O 5 Add ines3and 4. 5 440 6 Deduction from distributable amount (see instructions). 6 O 7 Distributable amount as adjusted Subtract line 6 from line 5 Enter here and on Part XIII, line 1. 7 440 Expenses,contributions,gifts,etc tota from PartI,co umn (d), ine 26. 1a 1,000,000 Program-related investmentstota from Part IX-B. 1b 0 Qualifying Distributions (see instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable, etc , purposes 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc, 3 Amounts set aside for specific charitable projects that satisfy the purposes. 2 Suitability test (prior IRS approval required). 3a Cash distribution test (attach the required schedule). 3b Qualifying distributions.Add lines lathrough 3b Enterhere and on PartV, ine 8,and Part >