Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10‑Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
OR
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            

Commission File No. 001‑36429
ARES MANAGEMENT, L.P.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
80‑0962035
(I.R.S. Employer
Identification Number)
2000 Avenue of the Stars, 12 th  Floor, Los Angeles, CA 90067
(Address of principal executive office) (Zip Code)
(310) 201‑4100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer ¨
Non‑accelerated filer ¨
(Do not check if a
smaller reporting company)
Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities 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
The number of common shares representing limited partner interests outstanding as of July 27, 2018 was 98,398,340.

 



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TABLE OF CONTENTS
 
 
 
    
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Forward‑Looking Statements
This report contains forward‑looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward‑looking statements by the use of forward‑looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. The forward‑looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward‑looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. Some of these factors are described in this report and in our Annual report on Form 10-K for the year ended December 31, 2017 , under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the risk factors and other cautionary statements that are included in this report and in our other periodic filings. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these forward‑looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Therefore, you should not place undue reliance on these forward‑looking statements. Any forward‑looking statement speaks only as of the date on which it is made. We do not undertake any obligation to publicly update or review any forward‑looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Under generally accepted accounting principles in the United States (“GAAP”), we are required to consolidate (a) entities other than limited partnerships and entities similar to limited partnerships in which we hold a majority voting interest or have majority ownership and control over the operational, financial and investing decisions of that entity, including Ares‑affiliates and affiliated funds and co‑investment entities, for which we are presumed to have controlling financial interests, and (b) entities that we concluded are variable interest entities (“VIEs”), including limited partnerships and collateralized loan obligations, for which we are deemed to be the primary beneficiary. When an entity is consolidated, we reflect the assets, liabilities, revenues, expenses and cash flows of the entity in our consolidated financial statements on a gross basis, subject to eliminations from consolidation, including the elimination of the management fees, performance income and other fees that we earn from the entity. However, the presentation of performance related compensation and other expenses associated with generating such revenues is not affected by the consolidation process. In addition, as a result of the consolidation process, the net income attributable to third‑party investors in consolidated entities is presented as net income attributable to redeemable interests and non‑controlling interests in Consolidated Funds in our Condensed Consolidated Statements of Operations.

In this quarterly report on Form 10-Q, in addition to presenting our results on a consolidated basis in accordance with GAAP, we present revenues, expenses and other results on a (i) “segment basis,” which deconsolidates these entities and therefore shows the results of our reportable segments without giving effect to the consolidation of the entities and (ii) “Unconsolidated Reporting basis,” which shows the results of our reportable segments on a combined segment basis together with our Operations Management Group. In addition to our three segments, we have an Operations Management Group (the “OMG”) that consists of six independent, shared resource groups to support our reportable segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, business development/corporate strategy, legal/compliance and human resources. The OMG’s expenses are not allocated to our three reportable segments but we consider the cost structure of the OMG when evaluating our financial performance. This information constitutes non‑GAAP financial information within the meaning of Regulation G, as promulgated by the SEC. Our management uses this information to assess the performance of our reportable segments and our OMG, and we believe that this information enhances the ability of shareholders to analyze our performance. For more information, see “Notes to the Condensed Consolidated Financial Statements - Note 14. Segment Reporting.”

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Glossary
When used in this report, unless the context otherwise requires:
“ARCC Part I Fees” refers to a quarterly performance income on the investment income from Ares Capital Corporation (NASDAQ: ARCC) (“ARCC”);

“Ares Operating Group Unit” or an “AOG Unit” refer to, collectively, a partnership unit in each of the Ares Operating Group entities;

“assets under management” or “AUM” refers to the assets we manage. For our funds other than CLOs, our AUM represents the sum of the net asset value of such funds, the drawn and undrawn debt (at the fund‑level including amounts subject to restrictions) and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). For our funds that are CLOs, our AUM represents subordinated notes (equity) plus all drawn and undrawn debt tranches;

“available capital” is comprised of uncalled committed capital and undrawn amounts under credit facilities and may include AUM that may be canceled or not otherwise available to invest (also referred to as “dry powder”).

“CLOs” refers to “our funds” which are structured as collateralized loan obligations;

“Consolidated Funds” refers collectively to certain Ares‑ affiliated funds, related co‑investment entities and certain CLOs that are required under GAAP to be consolidated in our consolidated financial statements;

“Co‑Founders” refers to Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal;

“Credit Facility” refers to the revolving credit facility of the Ares Operating Group;

“economic net income” or “ENI”, a non-GAAP measure, is an operating metric used by management to evaluate total operating performance, a decision tool for deployment of resources, and an assessment of the performance of our business segments. ENI differs from net income by excluding (a) income tax expense, (b) operating results of our Consolidated Funds, (c) depreciation and amortization expense, (d) the effects of changes arising from corporate actions, and (e) certain other items that we believe are not indicative of our total operating performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with mergers, acquisitions and capital transactions, underwriting costs and expenses incurred in connection with corporate reorganization. Beginning in 2018, placement fees are no longer excluded but are amortized to match the period over which management fees are recognized. This change had an immaterial impact to FRE and RI for the current period;

“fee paying AUM” or “FPAUM” refers to the AUM on which we directly earn management fees. Fee paying AUM is equal to the sum of all the individual fee bases of our funds that directly contribute to our management fees;

“fee related earnings” or “FRE”, a non-GAAP measure, refers to a component of ENI that is used to assess core operating performance by determining whether recurring revenue, primarily consisting of management fees, is sufficient to cover operating expenses and to generate profits. FRE differs from income before taxes computed in accordance with GAAP as it adjusts for the items included in the calculation of ENI and excludes performance income, performance related compensation, investment income from our Consolidated Funds and non-consolidated funds and certain other items that we believe are not indicative of our core operating performance. Beginning in 2018, placement fees are no longer excluded but are amortized to match the period over which management fees are recognized. This change had an immaterial impact to FRE for the current period;

“Holdco Members” refers to Messrs. Arougheti, Kaplan, Ressler and Rosenthal and Ryan Berry, R. Kipp deVeer and Michael McFerran;

“Incentive generating AUM” or “IGAUM” refers to the AUM of our funds that are currently generating, on a realized or unrealized basis, performance income. It generally represents the NAV of our funds for which we are entitled to receive performance income, excluding capital committed by us and our professionals (which generally is not subject to performance income). With respect to ARCC, only ARCC Part II Fees can be generated from IGAUM;

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“Incentive eligible AUM” or “IEAUM” refers to the AUM of our funds that are eligible to produce performance income, regardless of whether or not they are currently generating performance income. It generally represents the NAV plus uncalled equity of our funds for which we are entitled to receive a performance income, excluding capital committed by us and our professionals (which generally is not subject to a performance income);

“management fees” refers to fees we earn for advisory services provided to our funds, which are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value, net investment income, total assets or par value of the investment portfolios managed by us and also include ARCC Part I Fees that are classified as management fees as they are predictable and recurring in nature, not subject to contingent repayment and generally cash‑settled each quarter;

“net inflows of capital” refers to net new commitments during the period, including equity and debt commitments and gross inflows into our open-ended managed accounts and sub-advised accounts, as well as equity offerings by our publicly traded vehicles minus redemptions from our open-ended funds, managed accounts and sub-advised accounts;

“net performance income” refers to performance income net of performance related compensation, which is the portion of the performance income earned from certain funds that is payable to professionals;

“our funds” refers to the funds, alternative asset companies, co-investment vehicles and other entities and accounts that are managed or co‑managed by the Ares Operating Group, and which are structured to pay fees. It also includes funds managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of ARCC, and a registered investment adviser;

“permanent capital” refers to capital of our funds that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law, which funds currently consist of ARCC, Ares Commercial Real Estate Corporation (“ACRE”) and Ares Dynamic Credit Allocation Fund, Inc. (“ARDC”). Such funds may be required, or elect, to return all or a portion of capital gains and investment income;

“performance income” refers to income we earn based on the performance of a fund, which are generally based on certain specific hurdle rates as defined in the fund’s investment management or partnership agreements and may be either an incentive fee or carried interest;

“performance related earnings” or “PRE”, a non-GAAP measure, is used to assess our investment performance net of performance related compensation. PRE differs from income (loss) before taxes computed in accordance with GAAP as it only includes performance income, performance related compensation and total investment and other income that we earn from our Consolidated Funds and non-consolidated funds;

“realized income” or “RI”, a non-GAAP measure, is an operating metric used by management to evaluate performance of the business based on operating performance and the contribution of each of the business segments to that performance, while removing the fluctuations of unrealized income and expenses, which may or may not be eventually realized at the levels presented and whose realizations depend more on future outcomes than current business operations. RI differs from net income by excluding (a) income tax expense, (b) operating results of our Consolidated Funds, (c) depreciation and amortization expense, (d) the effects of changes arising from corporate actions, (e) unrealized gains and losses related to performance income and investment performance and (f) certain other items that we believe are not indicative of our operating performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with mergers, acquisitions and capital transactions, underwriting costs and expenses incurred in connection with corporate reorganization. Beginning in 2018, placement fees are no longer excluded but are amortized to match the period over which management fees are recognized. This change had an immaterial impact to FRE and RI for the current period. Prior to the introduction of RI, management used distributable earnings for this evaluation. Management believes RI is a more appropriate metric to evaluate the Company's current business operations;

“SEC” refers to the Securities and Exchange Commission;

“Senior Notes” or the "AFC Notes" refers to senior notes of a wholly owned subsidiary of Ares Holdings; and

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“Term Loans” refers to term loans of a wholly owned subsidiary of AM LLC.

References in this Quarterly Report on Form 10-Q to (1) “common units” or “common shares” and “preferred units” or “preferred shares” outstanding prior to March 1, 2018 refer to our common units and preferred units, respectively, previously outstanding prior to March 1, 2018 and (2) “common unitholders” or “common shareholders” and “preferred unitholders” or “preferred shareholders” prior to March 1, 2018 refer to our common unitholders and preferred unitholders, respectively, prior to March 1, 2018. Note that the terms of our common shares and preferred shares, and the associated rights, remain unchanged.

Many of the terms used in this report, including AUM, FPAUM, ENI, FRE, PRE and RI, may not be comparable to similarly titled measures used by other companies. In addition, our definitions of AUM and FPAUM are not based on any definition of AUM or FPAUM that is set forth in the agreements governing the investment funds that we manage and may differ from definitions of AUM or FPAUM set forth in other agreements to which we are a party. Further, ENI, FRE, PRE and RI are not measures of performance calculated in accordance with GAAP. We use ENI, FRE, PRE and RI as measures of operating performance, not as measures of liquidity. ENI, FRE, PRE and RI should not be considered in isolation or as substitutes for operating income, net income, operating cash flows, or other income or cash flow statement data prepared in accordance with GAAP. The use of ENI, FRE, PRE and RI without consideration of related GAAP measures is not adequate due to the adjustments described above. Our management compensates for these limitations by using ENI, FRE, PRE and RI as supplemental measures to our GAAP results. We present these measures to provide a more complete understanding of our performance as our management measures it. Amounts and percentages throughout this report may reflect rounding adjustments and consequently totals may not appear to sum.



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PART I—FINANCIAL INFORMATION
Item 1.  Financial Statements

Ares Management, L.P.  
Condensed Consolidated Statements of Financial Condition 
(Amounts in Thousands, Except Share Data)
 
As of June 30,
 
As of December 31,
 
2018
 
2017
 
(unaudited)
 
As adjusted
Assets
 

 
 

Cash and cash equivalents
$
125,448

 
$
118,929

Investments (includes accrued carried interest of $985,035 and $1,077,236, at June 30, 2018 and December 31, 2017, respectively)
1,466,247

 
1,724,571

Due from affiliates
172,428

 
165,750

Deferred tax asset, net
42,942

 
8,326

Other assets
100,183

 
130,341

Intangible assets, net
33,999

 
40,465

Goodwill
143,848

 
143,895

Assets of Consolidated Funds:
 
 
 
Cash and cash equivalents
836,274

 
556,500

Investments, at fair value
6,968,067

 
5,582,842

Due from affiliates
13,704

 
15,884

Dividends and interest receivable
14,634

 
12,568

Receivable for securities sold
225,764

 
61,462

Other assets
1,197

 
1,989

Total assets
$
10,144,735

 
$
8,563,522

Liabilities
 
 
 
Accounts payable, accrued expenses and other liabilities
$
73,227

 
$
81,955

Accrued compensation
87,254

 
27,978

Due to affiliates
62,344

 
39,184

Performance related compensation payable
730,782

 
822,084

Debt obligations
370,628

 
616,176

Liabilities of Consolidated Funds:
 
 
 
Accounts payable, accrued expenses and other liabilities
69,040

 
64,316

Payable for securities purchased
744,534

 
350,145

CLO loan obligations, at fair value
6,333,239

 
4,963,194

Fund borrowings
138,438

 
138,198

Total liabilities
8,609,486

 
7,103,230

Commitments and contingencies

 

Preferred equity (12,400,000 shares issued and outstanding at June 30, 2018 and December 31, 2017)
298,761

 
298,761

Non-controlling interest in Consolidated Funds
577,217

 
528,488

Non-controlling interest in Ares Operating Group entities
316,048

 
358,186

Controlling interest in Ares Management, L.P.:
 

 
 

Shareholders' equity (98,398,340 shares and 82,280,033 shares issued and outstanding at June 30, 2018 and at December 31, 2017, respectively)
349,981

 
279,065

Accumulated other comprehensive loss, net of tax
(6,758
)
 
(4,208
)
Total controlling interest in Ares Management, L.P.
343,223

 
274,857

Total equity
1,535,249

 
1,460,292

Total liabilities and equity
$
10,144,735

 
$
8,563,522


See accompanying notes to the condensed consolidated financial statements.

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Ares Management, L.P.  
Condensed Consolidated Statements of Operations   
(Amounts in Thousands, Except Share Data)
(unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
As adjusted
 
 
 
As adjusted
Revenues
 
 
 
 
 
 
 
Management fees (includes ARCC Part I Fees of $29,866, $58,283 and $19,143, $52,400 for the three and six months ended June 30, 2018 and 2017, respectively)
$
194,032

 
$
180,768

 
$
383,547

 
$
352,813

Carried interest allocation
(13,444
)
 
333,808

 
40,685

 
385,815

Incentive fees
7,740

 
4,216

 
12,811

 
7,381

Principal investment income
1,871

 
38,307

 
6,780

 
40,894

Administrative, transaction and other fees
13,964

 
15,098

 
26,429

 
29,538

Total revenues
204,163

 
572,197

 
470,252

 
816,441

Expenses
 
 
 
 
 
 
 
Compensation and benefits
138,992

 
131,219

 
273,631

 
255,558

Performance related compensation
(13,005
)
 
261,705

 
12,873

 
302,407

General, administrative and other expenses
59,918

 
50,751

 
104,368

 
98,089

Transaction support expense

 

 

 
275,177

Expenses of Consolidated Funds
35,112

 
4,522

 
36,428

 
8,433

Total expenses
221,017

 
448,197

 
427,300

 
939,664

Other income (expense)
 
 
 
 
 
 
 
Net realized and unrealized gain (loss) on investments
3,267

 
(6,588
)
 
2,428

 
(5,700
)
Interest and dividend income
2,356

 
1,462

 
5,703

 
3,386

Interest expense
(6,076
)
 
(5,354
)
 
(12,945
)
 
(10,233
)
Other income (expense), net
(1,987
)
 
2,822

 
(2,298
)
 
19,318

Net realized and unrealized gain (loss) on investments of Consolidated Funds
34,487

 
(12,713
)
 
21,402

 
19,323

Interest and other income of Consolidated Funds
92,633

 
38,326

 
157,055

 
79,818

Interest expense of Consolidated Funds
(56,754
)
 
(26,875
)
 
(101,179
)
 
(58,197
)
Total other income (expense)
67,926

 
(8,920
)
 
70,166

 
47,715

Income (loss) before taxes
51,072

 
115,080

 
113,118


(75,508
)
Income tax expense (benefit)
36,903

 
1,253

 
24,528

 
(33,011
)
Net income (loss)
14,169

 
113,827

 
88,590

 
(42,497
)
Less: Net income (loss) attributable to non-controlling interests in Consolidated Funds
9,882

 
(8,647
)
 
10,249

 
7,208

Less: Net income (loss) attributable to non-controlling interests in Ares Operating Group entities
16,062

 
72,596

 
49,168

 
(58,449
)
Net income (loss) attributable to Ares Management, L.P.
(11,775
)
 
49,878

 
29,173


8,744

Less: Preferred equity dividend paid
5,425

 
5,425

 
10,850

 
10,850

Net income (loss) attributable to Ares Management, L.P. common shareholders
$
(17,200
)
 
$
44,453

 
$
18,323


$
(2,106
)
Net income (loss) attributable to Ares Management, L.P. per common share:
 
 
 
 
 
 
 
Basic
$
(0.20
)
 
$
0.54

 
$
0.16

 
$
(0.04
)
Diluted
$
(0.20
)
 
$
0.53

 
$
0.16

 
$
(0.04
)
Weighted-average common shares:
 
 
 
 
 
 
 
Basic
98,037,252

 
81,829,086

 
91,861,946

 
81,469,967

Diluted
98,037,252

 
84,319,882

 
91,861,946

 
81,469,967

Dividend declared and paid per common share
$
0.37

 
$
0.13

 
$
0.77

 
$
0.41

Substantially all revenue is earned from affiliated funds of the Company. See accompanying notes to the condensed consolidated financial statements.  

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Ares Management, L.P.  
Condensed Consolidated Statements of Comprehensive Income   
(Amounts in Thousands)
(unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
As adjusted
 
 
 
As adjusted
Net income (loss)
$
14,169

 
$
113,827

 
$
88,590

 
$
(42,497
)
Other comprehensive income:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(12,377
)
 
2,029

 
(6,892
)
 
5,471

Total comprehensive income (loss)
1,792

 
115,856

 
81,698

 
(37,026
)
Less: Comprehensive income (loss) attributable to non-controlling interests in Consolidated Funds
4,193

 
(8,818
)
 
7,735

 
7,038

Less: Comprehensive income (loss) attributable to non-controlling interests in Ares Operating Group entities
12,131

 
74,461

 
47,340

 
(54,344
)
Comprehensive income (loss) attributable to Ares Management, L.P.
$
(14,532
)

$
50,213

 
$
26,623

 
$
10,280

 
See accompanying notes to the condensed consolidated financial statements.


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Ares Management, L.P.
Condensed Consolidated Statements of Changes in Equity 
(Amounts in Thousands)
(unaudited)


 
Preferred
Equity
 
Shareholders'
Equity
 
Accumulated
Other
Comprehensive
Loss
 
Non-controlling
Interest in
Ares Operating
Group Entities
 
 
Non-controlling
Interest in Consolidated
Funds
 
Total
Equity
Balance at December 31, 2017
$
298,761

 
$
279,065

 
$
(4,208
)
 
$
358,186

 
 
$
528,488

 
$
1,460,292

Cumulative effect of the adoption of ASC 606

 
(10,827
)
 

 
(17,117
)
 
 
5,333

 
(22,611
)
As adjusted balance at January 1, 2018
298,761

 
268,238

 
(4,208
)
 
341,069

 
 
533,821

 
1,437,681

Adoption of ASU 2018-02 (see note #2)

 
1,202

 
(1,202
)
 

 
 

 

Changes in ownership interests and related tax benefits

 
7,465

 

 
14,099

 
 

 
21,564

Contributions

 
106,283

 

 
764

 
 
70,990

 
178,037

Dividends/Distributions
(10,850
)
 
(69,743
)
 

 
(111,851
)
 
 
(35,329
)
 
(227,773
)
Net income
10,850

 
18,323

 

 
49,168

 
 
10,249

 
88,590

Currency translation adjustment

 

 
(1,348
)
 
(1,828
)
 
 
(2,514
)
 
(5,690
)
Equity compensation

 
18,213

 

 
24,627

 
 

 
42,840

Balance at June 30, 2018
$
298,761


$
349,981


$
(6,758
)

$
316,048



$
577,217


$
1,535,249

See accompanying notes to the condensed consolidated financial statements.


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Ares Management, L.P.
Condensed Consolidated Statements of Cash Flows 
(Amounts in Thousands)  
(unaudited)
 
For the Six Months Ended June 30,
 
2018
 
2017
 
 
 
As adjusted
Cash flows from operating activities:
 
 
 
Net income (loss)
$
88,590

 
$
(42,497
)
Adjustments to reconcile net income (loss) to net cash used in operating activities
225,963

 
(92,537
)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities allocable to non-controlling interests in Consolidated Funds
(1,634,788
)
 
(61,985
)
Cash flows due to changes in operating assets and liabilities
66,925

 
(144,249
)
Cash flows due to changes in operating assets and liabilities allocable to non-controlling interests in Consolidated Funds
(34,335
)
 
37,108

Net cash used in operating activities
(1,287,645
)
 
(304,160
)
Cash flows from investing activities:
 

 
 

Purchase of furniture, equipment and leasehold improvements, net
(7,126
)
 
(21,194
)
Net cash used in investing activities
(7,126
)
 
(21,194
)
Cash flows from financing activities:
 

 
 

Proceeds from issuance of common shares
105,333

 

Proceeds from credit facility
325,000

 
165,000

Proceeds from term notes
44,050

 
70,009

Repayments of credit facility
(410,000
)
 
(30,000
)
Repayments of term loans
(206,089
)
 

Distributions 
(181,594
)
 
(102,315
)
Preferred equity distributions
(10,850
)
 
(10,850
)
Taxes paid in net settlement of vested common shares
(17,225
)
 
(13,471
)
Stock option exercise
950

 
1,036

Tax from share-based payment
44

 
81

Other financing activities
764

 
1,583

Allocable to non-controlling interests in Consolidated Funds:
 

 
 

Contributions from non-controlling interests in Consolidated Funds
70,990

 
47,265

Distributions to non-controlling interests in Consolidated Funds
(35,329
)
 
(46,876
)
Borrowings under loan obligations by Consolidated Funds
2,206,816

 
1,314,026

Repayments under loan obligations by Consolidated Funds
(599,801
)
 
(1,287,425
)
Net cash provided by financing activities
1,293,059

 
108,063

Effect of exchange rate changes
8,231

 
11,686

Net change in cash and cash equivalents
6,519


(205,605
)
Cash and cash equivalents, beginning of period
118,929

 
342,861

Cash and cash equivalents, end of period
$
125,448

 
$
137,256

 
See accompanying notes to the condensed consolidated financial statements.

11

Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements
(Dollars in Thousands, Except Share Data and As Otherwise Noted)


1. ORGANIZATION 
Ares Management, L.P. ("the Company"), a Delaware limited partnership treated as a corporation for U.S. federal income tax purposes, is a leading global alternative asset management firm that operates three distinct but complementary investment groups: Credit, Private Equity and Real Estate. Information about segments should be read together with Note 14, “Segment Reporting.” Subsidiaries of the Company serve as the general partners and/or investment managers to various investment funds and managed accounts within each investment group (the “Ares Funds”). Such subsidiaries provide investment advisory services to the Ares Funds in exchange for management fees. Ares is managed and operated by its general partner, Ares Management GP LLC. Unless the context requires otherwise, references to “Ares” or the “Company” refer to Ares Management, L.P. together with its subsidiaries.
The Company is a holding company, and its sole assets are equity interests in Ares Holdings Inc. (“AHI”), Ares Offshore Holdings, Ltd., and Ares AI Holdings L.P., each of which is directly or indirectly wholly owned by the Company. In this quarterly report, the following of the Company’s subsidiaries are collectively referred to as the “Ares Operating Group”: Ares Offshore Holdings L.P. (“Ares Offshore”), Ares Holdings L.P. (“Ares Holdings”), and Ares Investments L.P. (“Ares Investments”). The Company, indirectly through its wholly owned subsidiaries, is the general partner of each of the Ares Operating Group entities. The Company operates and controls all of the businesses and affairs of and conducts all of its material business activities through the Ares Operating Group.
Non-Controlling Interests in Ares Operating Group Entities
The non-controlling interests in Ares Operating Group (“AOG”) entities represent a component of equity and net income attributable to the owners of the Ares Operating Group Units (“AOG Units”) that are not held directly or indirectly by the Company. These interests are adjusted for contributions to and distributions from AOG during the reporting period and are allocated income from the AOG entities based on their historical ownership percentage for the proportional number of days in the reporting period. 
Change in Company Tax Status Election
Effective March 1, 2018, the Company elected to be treated as a corporation for U.S. federal income tax purposes. The Company’s legal structure remains a Delaware limited partnership. In connection with the tax election, the Company amended and restated its partnership agreement to, among other things, reflect the new tax classification and change the name of its common units and preferred units to common shares and preferred shares, respectively. The terms of such common shares and preferred shares, and the associated rights, otherwise remain unchanged. Further, other terminology has been modified to be consistent with a corporation's results. For example, distributions are now referred to as dividends, and earnings per common unit are now referred to as earnings per common share. Comparative periods conform with the current period's presentation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements are prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”) for interim financial information and instructions to the Quarterly Report on Form 10-Q. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC.
The condensed consolidated financial statements include the accounts and activities of the AOG entities, their consolidated subsidiaries and certain Consolidated Funds. These Consolidated Funds include certain Ares-affiliated funds, related co-investment entities and collateralized loan obligations (“CLOs”) (collectively, the “Consolidated Funds”) managed by Ares Management LLC (“AM LLC”) and its wholly owned subsidiaries. Including the results of the Consolidated Funds significantly increases the reported amounts of the assets, liabilities, revenues, expenses and cash flows in the accompanying condensed consolidated financial

12

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




statements; however, the Consolidated Funds results included herein have no direct effect on the net income attributable to controlling interests or on total controlling equity. Instead, economic ownership interests of the investors in the Consolidated Funds are reflected as non-controlling interests in Consolidated Funds in the accompanying condensed consolidated financial statements. Further, cash flows allocable to non-controlling interest in Consolidated Funds are specifically identifiable in the Condensed Consolidated Statements of Cash Flows. All intercompany balances and transactions have been eliminated upon consolidation.
The Company has reclassified certain prior period amounts to conform to the current year presentation.

Adoption of ASC 606

Effective January 1, 2018, the Company adopted the Financial Accounting Standards Board (“FASB”) Topic 606 (“ASC 606”), Revenue from Contracts with Customers . The Company adopted ASC 606 to all applicable contracts under the modified retrospective approach using the practical expedient provided for within paragraph 606-10-65-1(f)(3); therefore, the presentation of prior year periods has not been adjusted. The Company recognized the cumulative effect of initially adopting ASC 606 as an adjustment to the opening balance of components of equity as of January 1, 2018.
Pursuant to ASC 606, the Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under this standard, revenue is based on a contract with a determinable transaction price and distinct performance obligations with probable collectability. Revenues cannot be recognized until the performance obligation(s) are satisfied and control is transferred to the customer. The Company's adoption of ASC 606 impacted the timing and recognition of incentive fees in the Company’s consolidated statements of operations. The adoption of ASC 606 did not have an impact on the Company’s management fees, administrative fees, transaction fees or other fees. The details of the significant changes and quantitative impact of the adoption of ASC 606 are further discussed below.
The adoption of ASC 606 had the following impact on the Company’s revenue streams:

Revenues of the Company
Impact of ASC 606
Management fees
No Impact - Management fees are recognized as revenue in the period advisory services are rendered.
Performance income - Carried interest allocation
No impact. See discussion below for change in accounting policy.
Performance income - Incentive fees
See discussion below for impact.
Administrative, transaction and other fees
No Impact - Administrative, transaction and other fees are recognized as revenue in the period in which the related services are rendered.

Performance Income
Performance income consists of carried interest and incentive fees.

Carried Interest

In certain fund structures, typically in private equity and real estate equity funds, carried interest is allocated to the Company based on cumulative fund performance to date, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s governing documents. At the end of each reporting period, a fund will allocate carried interest applicable to the Company based upon an assumed liquidation of that fund's net assets on the reporting date, irrespective of whether such amounts have been realized. Carried interest is recorded to the extent such amounts have been allocated, and may be subject to reversal to the extent that the amount allocated ultimately exceeds the amount due to the Company based on a fund’s cumulative investment returns.

Carried interest is realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates as defined in the applicable governing documents. Since carried interest is subject to reversal, the Company may need to accrue for potential repayment of previously received carried interest. This accrual represents all amounts previously distributed to the Company that would need to be repaid to the funds if the funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual repayment obligations, however, generally

13

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




do not become realized until the end of a fund’s life. As of June 30, 2018 , if the funds were liquidated at their fair values, there would be a $0.2 million repayment obligation, and accordingly, the Company recorded a contingent repayment liability as June 30, 2018 . As of December 31, 2017 , if the funds were liquidated at their fair values, there would be no repayment obligation, and accordingly, the Company did not record a contingent repayment liability as of December 31, 2017 .

Prior to January 1, 2018, the Company accounted for carried interest under Method 2 described in ASC 605-20-S99-1, which provides guidance on accounting for incentive-based performance income, including carried interest. Since Method 2 is no longer available following the adoption of ASC 606, the Company has reassessed its accounting policy for carried interest, and has determined that carried interest is within scope of ASC 323, Investments-Equity Method and Joint Ventures, and out of scope under the scoping provision of ASC 606. Therefore, following the election of ASC 323, the Company accounted for carried interest, which represents a performance-based capital allocation from an investment fund to the Company, as earnings from financial assets within the scope of ASC 323. Accordingly, the Company recognizes carried interest allocation as a separate revenue line item in the Condensed Consolidated Statements of Operations. Uncollected carried interest as of the reporting date is recorded within investments in the Condensed Consolidated Statements of Financial Condition.

The Company has applied the change in accounting principle on a full retrospective basis, and prior periods presented have been recast to conform with the current period's presentation. The change in accounting principle did not change the timing or the amount of carried interest recognized. Instead, the change in accounting principle resulted in reclassification from performance income to carried interest allocation, and therefore did not have any impact on net income. See the tables below for the impact of the change in accounting principle of carried interest .

Incentive Fees

Incentive fees earned on the performance of certain fund structures, typically in credit funds, are recognized based on the fund’s performance during the period, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s investment management agreement. Incentive fees are realized at the end of a measurement period, typically annually. Once realized, such fees are no longer subject to reversal.

Prior to January 1, 2018, the Company accounted for incentive fees under Method 2 as described above. However, the accounting for incentive fees is separate and distinct from the accounting for carried interest because the incentive fees are contractual fee arrangements and do not represent allocations of returns from partners' capital accounts. The Company now accounts for incentive fees in accordance with ASC 606. Accordingly, the Company recognizes incentive fee revenue only when the amount is realized and no longer subject to reversal. Therefore, the Company no longer recognizes unrealized incentive fees in revenues in the condensed consolidated financial statements. The adoption of ASC 606 results in the delayed recognition of unrealized incentive fees in the condensed consolidated financial statements until they become realized at the end of the measurement period, which is typically annually.

The Company adopted ASC 606 for incentive fees using the modified retrospective approach with an effective date of January 1, 2018. The cumulative effect of the adoption resulted in the reversal of $22.6 million of unrealized incentive fees and is presented as a reduction to the opening balances of components of equity as of January 1, 2018.










14

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following tables present the adjustments made in connection with the Company's change in accounting principle related to carried interest under ASC 323, Investments-Equity Method and Joint Ventures on the financial statement line items for the periods presented in the condensed consolidated financial statements:

Condensed Consolidated Statement of Financial Condition 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
As Previously Reported
 
Adjustments
 
As Adjusted
 
 
(audited)
 
 
 
 
Assets
 
 
 
 
 
 
Investments ($1,077,236 of accrued carried interest)
 
$
647,335

 
$
1,077,236

 
$
1,724,571

Performance income receivable
 
1,099,847

 
(1,099,847
)
 

Other assets
 
107,730

 
22,611

(1)
130,341

 
(1)
Unrealized incentive fees receivable balance as of December 31, 2017.

Condensed Consolidated Statement of Operations
 
 
 
 
 
 Three Months Ended June 30, 2017
 
 
As Previously Reported
 
Adjustments
 
As Adjusted
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Performance fees
 
$
338,024

 
$
(338,024
)
 
$

Carried interest allocation
 

 
333,808

 
333,808

Incentive fees
 

 
4,216

 
4,216

Principal investment income
 

 
38,307

 
38,307

Total revenues
 
533,890

 
38,307

 
572,197

Other income (expense)
 
 
 


 
 
Net realized and unrealized gain on investments
 
30,079

 
(36,667
)
 
(6,588
)
Interest and dividend income
 
3,102

 
(1,640
)
 
1,462


Condensed Consolidated Statement of Operations
 
 
 
 
 
 Six Months Ended June 30, 2017
 
 
As Previously Reported
 
Adjustments
 
As Adjusted
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Performance fees
 
$
393,196

 
$
(393,196
)
 
$

Carried interest allocation
 

 
385,815

 
385,815

Incentive fees
 

 
7,381

 
7,381

Principal investment income
 

 
40,894

 
40,894

Total revenues
 
775,547

 
40,894

 
816,441

Other income (expense)
 
 
 


 
 
Net realized and unrealized gain on investments
 
32,734

 
(38,434
)
 
(5,700
)
Interest and dividend income
 
5,846

 
(2,460
)
 
3,386



The Company's change in accounting policy related to carried interest did not impact the Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Changes in Equity or Condensed Consolidated Statements of Cash Flows for the year ended December 31, 2017.

15

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following tables present the impact of incentive fees on the condensed consolidated financial statements upon the adoption of ASC 606 effective January 1, 2018:
Condensed Consolidated Statement of Financial Condition 
 
As of January 1, 2018
 
As adjusted December 31, 2017
 

Adjustments
 
As Adjusted for
ASC 606 adoption
Investments
$
1,724,571

 
$

 
$
1,724,571

Other assets
130,341

 
(22,611
)
(1)
107,730

Total assets
8,563,522

 
(22,611
)
 
8,540,911

Total liabilities
7,103,230

 

 
7,103,230

Cumulative effect adjustment to equity(2)

 
(22,611
)
 
(22,611
)
Total equity
1,460,292

 
(22,611
)
 
1,437,681

Total liabilities, non-controlling interests and equity
8,563,522

 
(22,611
)
 
8,540,911

 
(1)
Unrealized incentive fees receivable balance as of December 31, 2017.
(2)
See detail below.

Condensed Consolidated Statement of Changes in Equity 
 
 
Preferred Equity
 
Shareholders' Capital
 
Accumulated Other Comprehensive Loss
 
Non-controlling interest in Ares Operating Group Entities
 
Non-Controlling Interest in Consolidated Funds
 
Total Equity
Balance at December 31, 2017
 
$
298,761

 
$
279,065

 
$
(4,208
)
 
$
358,186

 
$
528,488

 
$
1,460,292

Cumulative effect of the adoption of ASC 606
 

 
(10,827
)
 

 
(17,117
)
 
5,333

 
(22,611
)
As adjusted balance at January 1, 2018
 
$
298,761

 
$
268,238

 
$
(4,208
)
 
$
341,069

 
$
533,821

 
$
1,437,681











16

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




In accordance with the ASC 606 disclosure requirements, the following tables present the adjustments made by the Company to remove the effects of adopting ASC 606 on the condensed consolidated financial statements as of and for the three and six months ended June 30, 2018 :
Condensed Consolidated Statement of Financial Condition 
 
 
 
 
 
 
 
 
 
As of June 30, 2018
 
 
As Reported
 
Adjustments
 
Balances without adoption of ASC 606
Assets
 
 
 
 
 
 
Cash and cash equivalents
 
$
125,448

 
$

 
$
125,448

Investments ($985,035 of accrued carried interest)
 
$
1,466,247

 
 
 
$
1,466,247

Due from affiliates
 
$
172,428

 
 
 
$
172,428

Deferred tax asset, net
 
$
42,942

 
$
(199
)
 
$
42,743

Other assets
 
100,183

 
26,195

 
126,378

Total assets
 
10,144,735

 
25,996

 
10,170,731

Commitments and contingencies
 

 
 
 

Non-controlling interest in Consolidated Funds
 
577,217

 
(3,473
)
 
573,744

Non-controlling interest in Ares Operating Group entities
 
316,048

 
18,109

 
334,157

Controlling interest in Ares Management, L.P.:
 
 
 
 
 
 
Shareholders' equity (98,398,340 shares issued and outstanding)
 
349,981

 
11,443

 
361,424

Accumulated other comprehensive loss, net of tax
 
(6,758
)
 
(83
)
 
(6,841
)
Total controlling interest in Ares Management, L.P
 
343,223

 
11,360

 
354,583

Total equity
 
1,535,249

 
25,996

 
1,561,245

Total liabilities and equity
 
10,144,735

 
25,996

 
10,170,731

 
 
 
 
 
 
 


17

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




Condensed Consolidated Statement of Operations
 
 
 
 
 
Three Months Ended June 30, 2018
 
 
As Reported
 
Adjustments
 
Balances without adoption of ASC 606
Revenues
 
 
 
 
 
 
Incentive fees
 
$
7,740

 
$
2,924

 
$
10,664

Total revenues
 
204,163

 
2,924

 
207,087

Expenses
 
 
 
 
 
 
Expenses of Consolidated Funds
 
35,112

 

 
35,112

Total expenses
 
221,017

 

 
221,017

Other income (expense)
 
 
 
 
 
 
Other income (expense), net
 
(1,987
)
 
12

 
(1,975
)
Total other income
 
67,926

 
12

 
67,938

Income before taxes
 
51,072

 
2,936

 
54,008

Income tax benefit
 
36,903

 
(50
)
 
36,853

Net income
 
14,169

 
2,986

 
17,155

Less: Net income (loss) attributable to non-controlling interests in Consolidated Funds
 
9,882

 
3,579

 
13,461

Less: Net income attributable to non-controlling interests in Ares Operating Group entities
 
16,062

 
(433
)
 
15,629

Net income attributable to Ares Management, L.P.
 
(11,775
)
 
(160
)
 
(11,935
)
Less: Preferred equity dividend paid
 
5,425

 
 
 
5,425

Net income attributable to Ares Management, L.P. common shareholders
 
(17,200
)
 
(160
)
 
(17,360
)

Condensed Consolidated Statement of Operations
 
 
 
 
 
Six Months Ended June 30, 2018
 
 
As Reported
 
Adjustments
 
Balances without adoption of ASC 606
Revenues
 
 
 
 
 
 
Incentive fees
 
$
12,811

 
$
3,780

 
$
16,591

Total revenues
 
470,252

 
3,780

 
474,032

Expenses
 
 
 
 
 
 
Expenses of Consolidated Funds
 
36,428

 

 
36,428

Total expenses
 
427,300

 

 
427,300

Income before taxes
 
113,118

 
3,780

 
116,898

Income tax benefit
 
24,528

 
200

 
24,728

Net income
 
88,590

 
3,580

 
92,170

Less: Net income (loss) attributable to non-controlling interests in Consolidated Funds
 
10,249

 
1,860

 
12,109

Less: Net income attributable to non-controlling interests in Ares Operating Group entities
 
49,168

 
1,104

 
50,272

Net income attributable to Ares Management, L.P.
 
29,173

 
616

 
29,789

Less: Preferred equity dividend paid
 
10,850

 
 
 
10,850

Net income attributable to Ares Management, L.P. common shareholders
 
18,323

 
616

 
18,939





18

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




Condensed Consolidated Statement of Comprehensive Income    

 
Three Months Ended June 30, 2018
 
As Reported
 
Adjustments
 
Balances without adoption of ASC 606
 
 
 
 
 
 
Net income
$
14,169

 
$
2,986

 
$
17,155

Other comprehensive income:
 
 
 
 
 
Foreign currency translation adjustments
(12,377
)
 
(444
)
 
(12,821
)
Total comprehensive income
1,792

 
2,542

 
4,334

Less: Comprehensive income attributable to non-controlling interests in Consolidated Funds
4,193

 
3,579

 
7,772

Less: Comprehensive income attributable to non-controlling interests in Ares Operating Group entities
12,131

 

 
12,131

Comprehensive income attributable to Ares Management, L.P.
$
(14,532
)
 
$
(1,037
)
 
$
(15,569
)


Condensed Consolidated Statement of Comprehensive Income    

 
Six Months Ended June 30, 2018
 
As Reported
 
Adjustments
 
Balances without adoption of ASC 606
 
 
 
 
 
 
Net income
$
88,590

 
$
3,580

 
$
92,170

Other comprehensive income:
 
 
 
 
 
Foreign currency translation adjustments
(6,892
)
 
(195
)
 
(7,087
)
Total comprehensive income
81,698

 
3,385

 
85,083

Less: Comprehensive income attributable to non-controlling interests in Consolidated Funds
7,735

 
1,860

 
9,595

Less: Comprehensive income attributable to non-controlling interests in Ares Operating Group entities
47,340

 
992

 
48,332

Comprehensive income attributable to Ares Management, L.P.
$
26,623

 
$
533

 
$
27,156



Condensed Consolidated Statement of Cash Flows 
 
 
Six Months Ended June 30, 2018
 
 
As Reported
 
Adjustments
 
Balances without adoption of ASC 606
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
Net income
 
$
88,590

 
$
3,580

 
$
92,170

Cash flows due to changes in operating assets and liabilities
 
66,925

 
(1,720
)
 
65,205

Cash flows due to changes in operating assets and liabilities allocable to non-controlling interests in Consolidated Funds
 
(34,335
)
 
(1,860
)
 
(36,195
)





19

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




Recent Accounting Pronouncements
The Company considers the applicability and impact of all FASB ASUs issued. ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on the Company's condensed consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The objective of the guidance in ASU 2016-02 is to increase transparency and comparability among organizations by recognizing lease assets and liabilities in the balance sheet and disclosing key information. ASU 2016-02 amends previous lease guidance, which required a lessee to categorize and account for leases as either operating leases or capital leases, and instead requires a lessee to recognize a lease liability and a right-of-use asset on the entity’s balance sheet for all leases with terms that exceed one year. The lease liability and right-of-use asset are to be carried at the present value of remaining expected future lease payments. The guidance should be applied using a modified retrospective approach. ASU 2016-02 is effective for public entities for annual reporting periods beginning after December 15, 2018 and interim periods within those reporting periods, with early adoption permitted. The Company is currently compiling all leases and right–of–use terms to evaluate the impact of this guidance on its condensed consolidated financial statements.
In January 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Public Law No. 115-97 (the “Tax Cuts and Jobs Act”). Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. This ASU also requires certain disclosures about stranded tax effects. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The guidance should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company adopted ASU 2018-02 in the three months ended March 31, 2018. As a result of the adoption of ASU 2018-02, $1.2 million of stranded tax effects resulting from the Tax Cuts and Jobs Act were reclassified from accumulated other comprehensive income to shareholders' equity during the three months ended March 31, 2018.


20

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




3. GOODWILL AND INTANGIBLE ASSETS
Finite Lived Intangible Assets, Net
The Company's intangible assets include acquired management contracts, client relationships, a trade name, and the future benefits of managing new assets for existing clients that were recognized at fair value as of their acquisition dates.
The following table summarizes the carrying value, net of accumulated amortization, for the Company's intangible assets:
 
Weighted Average Amortization Period as of June 30, 2018
 
As of June 30,
 
As of December 31,
 
 
2018
 
2017
Management contracts
3.0 years
 
$
42,335

 
$
67,306

Client relationships
10.0 years
 
38,600

 
38,600

Trade name
4.0 years
 
3,200

 
3,200

Other(1)
0.7 years
 
180

 

Intangible assets
 
 
84,315


109,106

Less: accumulated amortization
 
 
(50,316
)
 
(68,641
)
Intangible assets, net
 
 
$
33,999


$
40,465

 
(1)
In connection with the CION Ares Diversified Credit Fund, the Company pays upfront commissions to brokers that sell class C shares in the fund. The Company is then entitled to 12 months of service fees from the sold shares, which are recorded as revenue.


Amortization expense associated with intangible assets was $3.3 million and $5.2 million for the three months ended June 30, 2018 and  2017 , respectively, and $6.6 million and $10.5 million for the six months ended June 30, 2018 and  2017 , respectively, and is presented within general, administrative and other expenses within the Condensed Consolidated Statements of Operations. During the first quarter of 2018, the Company removed $25.0 million of intangible assets that were fully amortized.
Goodwill
The following table summarizes the carrying value of the Company's goodwill assets:
 
Credit
 
Private
Equity
 
Real
Estate
 
Total
Balance as of December 31, 2017
$
32,196

 
$
58,600

 
$
53,099


$
143,895

Foreign currency translation

 

 
(47
)
 
(47
)
Balance as of June 30, 2018
$
32,196

 
$
58,600

 
$
53,052

 
$
143,848

There was no impairment of goodwill recorded during the six months ended June 30, 2018 and 2017 . The impact of foreign currency translation is reflected within other comprehensive income.

21

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




4. INVESTMENTS
The Company’s investments are comprised of: 
 
 
 
Percentage of total investments
 
June 30,
 
December 31,
 
June 30,
 
December 31,
 
2018
 
2017
 
2018
 
2017
 
 
 
As adjusted
 
 
 
As adjusted
Private Investment Partnership Interests:
 
 
 
 
 
 
 
Equity method private investment partnership interests - principal (1)
$
348,831

 
$
340,354

 
23.8
%
 
19.7
%
Equity method - carried interest (1)
985,035

 
1,077,236

 
67.2
%
 
62.5
%
Equity method private investment partnership interests - other
70,780

 
74,439

 
4.8
%
 
4.3
%
Other private investment partnership interests
38,097

 
35,748

 
2.6
%
 
2.1
%
Total private investment partnership interests
1,442,743


1,527,777

 
98.4
%
 
88.6
%
Collateralized loan obligations
22,125

 
195,158

 
1.5
%
 
11.3
%
Common stock
1,379

 
1,636

 
0.1
%
 
0.1
%
Total investments
$
1,466,247


$
1,724,571







 
(1)
Interest or portion of the interest is denominated in foreign currency and is translated into U.S. dollars at each reporting date.


Equity Method Investments
The Company’s equity method investments include investments that are not consolidated but over which the Company exerts significant influence. The Company evaluates each of its equity method investments to determine if any were significant under SEC guidance. For the three and six months ended June 30, 2018 and 2017, no individual equity method investment held by the Company met the significance criteria.

The Company recognized net gains related to its equity method investments of $3.8 million and $38.3 million for the three months ended June 30, 2018 and 2017 , respectively, and $7.3 million and $41.3 million for the six months ended June 30, 2018 and 2017 , respectively. These amounts are included within both principal investment income and within net realized and unrealized gain on investments within the Consolidated Statements of Operations.
 
The material assets of the Company's equity method investments are expected to generate long-term capital appreciation and/or interest income; the material liabilities are debt instruments collateralized by, or related to, the financing of the assets; and net income is materially comprised of the changes in fair value of these net assets.

 
 
 
 



22

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




Investments of the Consolidated Funds
Investments held in the Consolidated Funds are summarized below:
 
Fair value at
 
Fair value as a percentage of total investments at
 
June 30,
 
December 31,
 
June 30,
 
December 31,
 
2018
 
2017
 
2018
 
2017
United States:
 
 
 
 
 
 
 
Fixed income securities:
 
 
 
 
 
 
 
Consumer discretionary
$
1,714,080

 
$
1,295,732

 
24.8
%
 
23.2
%
Consumer staples
76,664

 
55,073

 
1.1
%
 
1.0
%
Energy
169,208

 
176,836

 
2.4
%
 
3.2
%
Financials
424,838

 
270,520

 
6.1
%
 
4.8
%
Healthcare, education and childcare
665,530

 
449,888

 
9.6
%
 
8.1
%
Industrials
407,280

 
370,926

 
5.8
%
 
6.6
%
Information technology
175,704

 
167,089

 
2.5
%
 
3.0
%
Materials
189,786

 
185,170

 
2.7
%
 
3.3
%
Telecommunication services
625,619

 
399,617

 
9.0
%
 
7.2
%
Utilities
79,660

 
77,102

 
1.1
%
 
1.4
%
Total fixed income securities (cost: $4,573,566
and $3,459,318 at June 30, 2018 and December 31, 2017, respectively)
4,528,369


3,447,953

 
65.1
%

61.8
%
Equity securities:
 
 
 
 
 
 
 
Energy
60

 
126

 
0.0
%
 
0.0
%
Total equity securities (cost: $2,265 and $2,265 at June 30, 2018 and December 31, 2017, respectively)
60

 
126

 
0.0
%
 
0.0
%
Partnership and interests
 
 
 
 
 
 
 
Partnership and interests
251,608

 
232,332

 
3.6
%
 
4.2
%
Total partnership and LLC interests (cost: $206,000 and $190,000 at June 30, 2018 and December 31, 2017, respectively)
251,608


232,332

 
3.6
%

4.2
%

23

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




 
Fair value at
 
Fair value as a percentage of total investments at
 
June 30,
 
December 31,
 
June 30,
 
December 31,
 
2018
 
2017
 
2018
 
2017
Europe:
 
 
 
 
 
 
 
Fixed income securities:
 
 
 
 
 
 
 
Consumer discretionary
$
772,714

 
$
604,608

 
11.1
%
 
10.8
%
Energy
14,833

 
2,413

 
0.2
%
 
0.0
%
Consumer staples
90,207

 
76,361

 
1.3
%
 
1.4
%
Financials
127,141

 
81,987

 
1.8
%
 
1.5
%
Healthcare, education and childcare
234,696

 
209,569

 
3.4
%
 
3.8
%
Industrials
124,690

 
145,706

 
1.8
%
 
2.6
%
Information technology
21,329

 
21,307

 
0.3
%
 
0.4
%
Materials
184,342

 
213,395

 
2.6
%
 
3.8
%
Telecommunication services
256,032

 
182,543

 
3.7
%
 
3.3
%
Total fixed income securities (cost: $1,849,235 and $1,545,297 at June 30, 2018 and December 31, 2017, respectively)
1,825,984


1,537,889

 
26.2
%

27.6
%
Equity securities:
 
 
 
 
 
 
 
Healthcare, education and childcare
51,010

 
63,155

 
0.7
%
 
1.1
%
Total equity securities (cost: $67,198 and $67,198 at June 30, 2018 and December 31, 2017, respectively)
51,010


63,155

 
0.7
%

1.1
%
Asia and other:
 
 
 
 
 
 
 
Fixed income securities:
 
 
 
 
 
 
 
Consumer discretionary
1,878

 
2,008

 
0.0
%
 
0.0
%
Financials
4,288

 
12,453

 
0.1
%
 
0.2
%
Telecommunication services
20,888

 
21,848

 
0.3
%
 
0.4
%
Total fixed income securities (cost: $27,737 and $36,180 at June 30, 2018 and December 31, 2017, respectively)
27,054


36,309

 
0.4
%

0.6
%
Equity securities:
 
 
 
 
 
 
 
Consumer discretionary
43,647

 
59,630

 
0.6
%
 
1.1
%
Consumer staples
42,717

 
45,098

 
0.6
%
 
0.8
%
Healthcare, education and childcare
44,637

 
44,637

 
0.6
%
 
0.8
%
Industrials
50,795

 
16,578

 
0.7
%
 
0.3
%
Total equity securities (cost: $122,418 and $122,418 at June 30, 2018 and December 31, 2017, respectively)
181,796


165,943

 
2.5
%

3.0
%

24

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




 
Fair value at
 
Fair value as a percentage of total investments at
 
June 30,
 
December 31,
 
June 30,
 
December 31,
 
2018
 
2017
 
2018
 
2017
Canada:
 
 
 
 
 
 
 
Fixed income securities:
 
 
 
 
 
 
 
Consumer discretionary
$
7,287

 
$
6,757

 
0.1
%
 
0.1
%
Consumer staples
36,420

 
15,351

 
0.5
%
 
0.3
%
Energy
4,895

 
33,715

 
0.1
%
 
0.6
%
Industrials
27,356

 
18,785

 
0.4
%
 
0.3
%
Telecommunication services
12,569

 
6,189

 
0.2
%
 
0.1
%
Total fixed income securities (cost: $89,165 and $80,201 at June 30, 2018 and December 31, 2017, respectively)
88,527


80,797

 
1.3
%

1.4
%
Equity securities:
 
 
 
 
 
 
 
Consumer discretionary

 
5,912

 
%
 
0.1
%
Total equity securities (cost: $ 0 and $17,202 at June 30, 2018 and December 31, 2017, respectively)

 
5,912

 
%
 
0.1
%
Australia:
 
 
 
 
 
 
 
Fixed income securities:
 
 
 
 
 
 
 
Consumer discretionary
11,932

 
10,863

 
0.2
%
 
0.2
%
Energy
1,727

 
1,563

 
0.0
%
 
0.0
%
Total fixed income securities (cost: $13,915 and $12,714 at June 30, 2018 and December 31, 2017, respectively)
13,659


12,426

 
0.2
%

0.2
%
Total fixed income securities
6,483,593

 
5,115,374

 
93.2
%
 
91.6
%
Total equity securities
232,866

 
235,136

 
3.2
%
 
4.2
%
Total partnership interests
251,608

 
232,332

 
3.6
%
 
4.2
%
Total investments, at fair value
$
6,968,067


$
5,582,842







At June 30, 2018 and December 31, 2017 , no single issuer or investment, including derivative instruments and underlying portfolio investments of the Consolidated Funds, had a fair value that exceeded 5.0% of the Company’s total assets.

25

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




5. FAIR VALUE
Fair Value Measurements
GAAP establishes a hierarchal disclosure framework that prioritizes the inputs used in measuring financial instruments at fair value into three levels based on their market observability. Market price observability is affected by a number of factors, including the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or for which fair value can be measured based on actively quoted prices generally have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value.
Financial assets and liabilities measured and reported at fair value are classified as follows:
Level I —Quoted prices in active markets for identical instruments.
Level II —Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in inactive markets; and model‑derived valuations with directly or indirectly observable significant inputs. Level II inputs include prices in markets with few transactions, non-current prices, prices for which little public information exists or prices that vary substantially over time or among brokered market makers. Other inputs include interest rates, yield curves, volatilities, prepayment risks, loss severities, credit risks and default rates.
Level III —Valuations that rely on one or more significant unobservable inputs. These inputs reflect the Company’s assessment of the assumptions that market participants would use to value the instrument based on the best information available.
In some instances, an instrument may fall into more than one level of the fair value hierarchy. In such instances, the instrument’s level within the fair value hierarchy is based on the lowest of the three levels (with Level III being the lowest) that is significant to the fair value measurement. The Company’s assessment of the significance of an input requires judgment and considers factors specific to the instrument. The Company accounts for the transfer of assets into or out of each fair value hierarchy level as of the beginning of the reporting period.
Fair Value of Financial Instruments Held by the Company and Consolidated Funds
The tables below summarize the financial assets and financial liabilities measured at fair value for the Company and Consolidated Funds as of June 30, 2018 :
Financial Instruments of the Company
 
Level I 
 
Level II 
 
Level III 
 
Investments
Measured
at NAV
 
Total 
Assets, at fair value
 
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 
 
Fixed income-collateralized loan obligations
 
$

 
$

 
$
22,125

 
$

 
$
22,125

Equity securities
 
353

 
1,026

 

 

 
1,379

Partnership interests
 

 

 
47,219

 
38,097

 
85,316

Total investments, at fair value
 
353


1,026


69,344


38,097


108,820

Derivatives—foreign exchange contracts
 

 
803

 

 

 
803

Total assets, at fair value
 
$
353


$
1,829


$
69,344


$
38,097


$
109,623

Liabilities, at fair value
 
 
 
 
 
 
 
 
 
 
Derivatives—foreign exchange contracts
 
$

 
$
(2,252
)
 
$

 
$

 
$
(2,252
)
Total liabilities, at fair value
 
$


$
(2,252
)

$


$


$
(2,252
)

26

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




Financial Instruments of the Consolidated Funds
 
Level I 
 
Level II 
 
Level III 
 
Total 
Assets, at fair value
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
Fixed income investments:
 
 
 
 
 
 
 
 
Bonds
 
$

 
$
88,672

 
$
7,634

 
$
96,306

Loans
 

 
5,886,315

 
474,741

 
6,361,056

Collateralized loan obligations
 

 
26,231

 

 
26,231

Total fixed income investments
 


6,001,218


482,375


6,483,593

Equity securities
 
48,283

 

 
184,583

 
232,866

Partnership interests
 

 

 
251,608

 
251,608

Total investments, at fair value
 
48,283


6,001,218


918,566


6,968,067

Derivatives:
 
 
 
 
 
 
 
 
Asset swaps - other
 

 

 
953

 
953

Total assets, at fair value
 
$
48,283


$
6,001,218


$
919,519


$
6,969,020

Liabilities, at fair value
 
 
 
 
 
 
 
 
Asset swaps - other
 
$

 
$

 
$
(723
)
 
$
(723
)
Loan obligations of CLOs
 

 
(6,333,239
)
 

 
(6,333,239
)
Total liabilities, at fair value
 
$


$
(6,333,239
)

$
(723
)

$
(6,333,962
)

The tables below summarize the financial assets and financial liabilities measured at fair value for the Company and Consolidated Funds as of December 31, 2017 :
Financial Instruments of the Company
 
Level I 
 
Level II 
 
Level III 
 
Investments
Measured
at NAV
 
Total 
Assets, at fair value
 
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 
 
Fixed income-collateralized loan obligations
 
$

 
$

 
$
195,158

 
$

 
$
195,158

Equity securities
 
520

 
1,116

 

 

 
1,636

Partnership interests
 

 

 
44,769

 
35,998

 
80,767

Total investments, at fair value
 
520


1,116


239,927


35,998


277,561

Derivatives—foreign exchange contracts
 

 
498

 

 

 
498

Total assets, at fair value
 
$
520


$
1,614


$
239,927


$
35,998


$
278,059

Liabilities, at fair value
 
 

 
 

 
 

 
 

 
 

Derivatives—foreign exchange contracts
 
$

 
$
(2,639
)
 
$

 
$

 
$
(2,639
)
Total liabilities, at fair value
 
$


$
(2,639
)

$


$


$
(2,639
)

27

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




Financial Instruments of the Consolidated Funds
 
Level I
 
Level II
 
Level III
 
Total
Assets, at fair value
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
Fixed income investments:
 
 
 
 
 
 
 
 
Bonds
 
$

 
$
82,151

 
$
7,041

 
$
89,192

Loans
 

 
4,755,335

 
260,848

 
5,016,183

Collateralized loan obligations
 

 
10,000

 

 
10,000

Total fixed income investments
 


4,847,486


267,889


5,115,375

Equity securities
 
72,558

 

 
162,577

 
235,135

Partnership interests
 

 

 
232,332

 
232,332

Total investments, at fair value
 
72,558


4,847,486


662,798


5,582,842

Derivatives:
 
 
 
 
 
 
 
 
Asset swaps - other
 

 

 
1,366

 
1,366

Total derivative assets, at fair value
 




1,366


1,366

Total assets, at fair value
 
$
72,558


$
4,847,486


$
664,164


$
5,584,208

Liabilities, at fair value
 
 
 
 
 
 
 
 
Asset swaps - other
 
$

 
$

 
$
(462
)
 
$
(462
)
Loan obligations of CLOs
 

 
(4,963,194
)
 

 
(4,963,194
)
Total liabilities, at fair value
 
$


$
(4,963,194
)

$
(462
)

$
(4,963,656
)

The following tables set forth a summary of changes in the fair value of the Level III measurements for the three months ended June 30, 2018 :
 
 
Level III Assets
 
Level III Assets and Liabilities of the Company
 
Fixed Income
 
Partnership 
Interests
 
Total
 
Balance, beginning of period
 
$
242,984

 
$
44,769

 
$
287,753

 
Sales/settlements(2)
 
(219,744
)
 

 
(219,744
)
 
Realized and unrealized appreciation (depreciation), net
 
(1,115
)
 
2,450

 
1,335

 
Balance, end of period
 
$
22,125


$
47,219


$
69,344


Increase (decrease) in unrealized appreciation/depreciation included in earnings related to financial assets and liabilities still held at the reporting date
 
$
(100
)
 
$
2,450

 
$
2,350

 

Level III Assets of Consolidated Funds
 
Equity Securities
 
Fixed Income
 
Partnership
Interests
 
Derivatives, Net
 
Total
Balance, beginning of period
 
$
160,422

 
$
240,763

 
$
252,700

 
$
86

 
$
653,971

Transfer in
 

 
94,776

 

 

 
94,776

Transfer out
 

 
(68,328
)
 

 

 
(68,328
)
Purchases(1)
 

 
273,879

 
6,000

 

 
279,879

Sales/settlements(2)
 

 
(57,206
)
 

 
(17
)
 
(57,223
)
Amortized discounts/premiums
 

 
(9
)
 

 
(21
)
 
(30
)
Realized and unrealized appreciation (depreciation), net
 
24,161

 
(1,500
)
 
(7,092
)
 
182

 
15,751

Balance, end of period
 
$
184,583


$
482,375


$
251,608


$
230


$
918,796

Increase (decrease) in unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
(2,090
)
 
$
(3,785
)
 
$

 
$
134

 
$
(5,741
)
 
(1)
Purchases include paid‑in‑kind interest and securities received in connection with restructurings.
(2)
Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.

28

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following tables set forth a summary of changes in the fair value of the Level III measurements for the three months ended June 30, 2017 :
 
 
Level III Assets
 
Level III Liabilities
Level III Assets and Liabilities of the Company
 
Fixed Income
 
Partnership 
Interests
 
Total
 
Contingent Considerations
Balance, beginning of period
 
$
108,253

 
$
33,410

 
$
141,663

 
$
1,909

Purchases(1)
 
60,242

 

 
60,242

 

Sales/settlements(2)
 
(3,324
)
 

 
(3,324
)
 

Realized and unrealized depreciation, net
 
(364
)
 

 
(364
)
 
31

Balance, end of period
 
$
164,807

 
$
33,410

 
$
198,217

 
$
1,940

Increase (decrease) in unrealized appreciation/depreciation included in earnings related to financial assets and liabilities still held at the reporting date
 
$
(625
)
 
$

 
$
(625
)
 
$
31

Level III Assets of Consolidated Funds
 
Equity Securities
 
Fixed Income
 
Partnership Interests
 
Derivatives, Net
 
Total
Balance, beginning of period
 
$
142,358

 
$
278,829

 
$
196,690

 
$
845

 
$
618,722

Transfer in
 
444

 
18,356

 

 

 
18,800

Transfer out
 

 
(108,757
)
 

 

 
(108,757
)
Purchases(1)
 

 
56,292

 
50,000

 

 
106,292

Sales/settlements(2)
 

 
(60,481
)
 
(30,000
)
 
(888
)
 
(91,369
)
Amortized discounts/premiums
 

 
(78
)
 

 
(100
)
 
(178
)
Realized and unrealized appreciation, net
 
3,472

 
3,418

 
1,050

 
2,952

 
10,892

Balance, end of period
 
$
146,274

 
$
187,579

 
$
217,740

 
$
2,809

 
$
554,402

Increase (decrease) in unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
3,472

 
$
(277
)
 
$
1,050

 
$
3,145

 
$
7,390


 
(1)
Purchases include paid‑in‑kind interest and securities received in connection with restructurings.
(2)
Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.

29

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)





The following tables set forth a summary of changes in the fair value of the Level III measurements for the six months ended June 30, 2018 :
 
 
Level III Assets
 
Level III Assets and Liabilities of the Company
 
Fixed Income
 
Partnership 
Interests
 
Total
 
Balance, beginning of period
 
$
195,158

 
$
44,769

 
$
239,927

 
Deconsolidation of fund
 
78

 

 
78

 
Purchases(1)
 
48,731

 

 
48,731

 
Sales/settlements(2)
 
(220,571
)
 

 
(220,571
)
 
Realized and unrealized appreciation (depreciation), net
 
(1,271
)
 
2,450

 
1,179

 
Balance, end of period
 
$
22,125

 
$
47,219

 
$
69,344

 
Increase (decrease) in unrealized appreciation/depreciation included in earnings related to financial assets and liabilities still held at the reporting date
 
$
(829
)
 
$
2,450

 
$
1,621

 


Level III Assets of Consolidated Funds
 
Equity Securities
 
Fixed Income
 
Partnership
Interests
 
Derivatives, Net
 
Total
Balance, beginning of period
 
$
162,577

 
$
267,889

 
$
232,332

 
$
904

 
$
663,702

Deconsolidation of fund
 


 
(233
)
 


 


 
(233
)
Transfer in
 

 
95,450

 

 

 
95,450

Transfer out
 

 
(73,777
)
 

 

 
(73,777
)
Purchases(1)
 

 
313,462

 
16,000

 

 
329,462

Sales/settlements(2)
 

 
(117,503
)
 

 
(194
)
 
(117,697
)
Amortized discounts/premiums
 

 
35

 

 
(14
)
 
21

Realized and unrealized appreciation (depreciation), net
 
22,006

 
(2,948
)
 
3,276

 
(466
)
 
21,868

Balance, end of period
 
$
184,583

 
$
482,375

 
$
251,608

 
$
230

 
$
918,796

Increase (decrease) in unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
(12,211
)
 
$
(1,671
)
 
$
3,276

 
$
(566
)
 
$
(11,172
)
 
(1)
Purchases include paid‑in‑kind interest and securities received in connection with restructurings.
(2)
Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.


30

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following tables set forth a summary of changes in the fair value of the Level III measurements for the six months ended June 30, 2017 :
 
 
Level III Assets
 
Level III Liabilities
Level III Assets and Liabilities of the Company
 
Fixed Income
 
Partnership 
Interests
 
Total
 
Contingent Considerations
Balance, beginning of period
 
$
89,111

 
$
33,410

 
$
122,521

 
$
22,156

Purchases(1)
 
80,684

 
169

 
80,853

 

Sales/settlements(2)
 
(5,241
)
 

 
(5,241
)
 

Realized and unrealized appreciation (depreciation), net
 
253

 
(169
)
 
84

 
(20,216
)
Balance, end of period
 
$
164,807

 
$
33,410

 
$
198,217

 
$
1,940

Increase (decrease) in unrealized appreciation/depreciation included in earnings related to financial assets and liabilities still held at the reporting date
 
$
(155
)
 
$

 
$
(155
)
 
$
61


Level III Assets of Consolidated Funds
 
Equity Securities
 
Fixed Income
 
Partnership Interests
 
Derivatives, Net
 
Total
Balance, beginning of period
 
$
130,690

 
$
242,253

 
$
171,696

 
$
(2,708
)
 
$
541,931

Transfer in
 

 
34,182

 

 

 
34,182

Transfer out
 
(6,160
)
 
(108,806
)
 

 

 
(114,966
)
Purchases(1)
 
6,692

 
93,111

 
73,000

 

 
172,803

Sales/settlements(2)
 

 
(76,714
)
 
(30,000
)
 
1,966

 
(104,748
)
Amortized discounts/premiums
 

 
46

 

 
216

 
262

Realized and unrealized appreciation, net
 
15,052

 
3,507

 
3,044

 
3,335

 
24,938

Balance, end of period
 
$
146,274

 
$
187,579

 
$
217,740

 
$
2,809

 
$
554,402

Increase (decrease) in unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
15,749

 
$
(785
)
 
$
3,044

 
$
3,914

 
$
21,922

 
(1)
Purchases include paid‑in‑kind interest and securities received in connection with restructurings.
(2)
Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.

The Company recognizes transfers between the levels as of the beginning of the period. Transfers out of Level III were generally attributable to certain investments that experienced a more significant level of market activity during the period and thus were valued using observable inputs either from independent pricing services or multiple brokers. Transfers into Level III were generally attributable to certain investments that experienced a less significant level of market activity during the period and thus were only able to obtain one or fewer quotes from a broker or independent pricing service. For the six months ended June 30, 2018 , there were no transfers between Level I and Level II fair value measurements.
The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of June 30, 2018 :
 
Fair Value
 
Valuation Technique(s)
 
Significant Unobservable Input(s)
 
Range
Assets
 
 
 
 
 
 
 
Partnership interests
$
47,219

 
Other
 
N/A
 
N/A
Collateralized loan obligations
22,125

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
Total
$
69,344

 
 
 
 
 
 

31

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)





The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2017 :
 
Fair Value 
 
Valuation Technique(s) 
 
Significant Unobservable Input(s)
 
Range
Assets
 
 
 
 
 
 
 
Partnership interests
$
44,769

 
Other
 
N/A
 
N/A
Collateralized loan obligations
195,158

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
Total
$
239,927

 
 
 
 
 
 

The following table summarizes the quantitative inputs and assumptions used for the Consolidated Funds’ Level III measurements as of June 30, 2018 :
 
Fair Value
 
Valuation Technique(s)
 
Significant Unobservable Input(s)
 
Range
 
Weighted
Average
Assets
 
 
 
 
 
 
 
 
 
Equity securities
 
 
 
 
 
 
 
 
 
 
$
51,010

 
Enterprise value market multiple analysis
 
EBITDA multiple(2)
 
7.7x
 
7.7
 
44,637

 
Market approach (comparable companies)
 
Net income multiple
 
51.8x
 
51.8
 


 

 
Illiquidity discount
 
25.0%
 
25.0%
 
60

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
 
88,876

 
Transaction price(1)
 
N/A
 
N/A
 
N/A
Partnership interest
251,608

 
Discounted cash flow
 
Discount rate
 
17.0%
 
17.0%
Fixed income securities
 
 
 
 
 
 
 
 
 
 
434,397

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
 
47,978

 
Income approach
 
Yield
 
7.8% - 15.2%
 
11.3%
Derivative instruments
953

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
Total assets
$
919,519

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Derivatives instruments
$
(723
)
 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
Total liabilities
$
(723
)
 
 
 
 
 
 
 
 
 
(1)
Transaction price consists of securities recently purchased or restructured. The Company determined that there was no change to the valuation based on the underlying assumptions used at the closing of such transactions.
(2)
“EBITDA” in the table above is a non-GAAP financial measure and refers to earnings before interest, tax, depreciation and amortization.

32

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following table summarizes the quantitative inputs and assumptions used for the Consolidated Funds’ Level III measurements as of December 31, 2017 :
 
Fair Value 
 
Valuation Technique(s) 
 
Significant Unobservable Input(s) 
 
Range
 
Weighted
Average
Assets
 
 
 
 
 
 
 
 
 
Equity securities
 
 
 
 
 
 
 
 
 
 
$
63,155

 
Enterprise value market multiple analysis
 
EBITDA multiple
 
2.7x
 
2.7x
 
61,215

 
Market approach (comparable companies)
 
Net income multiple
Illiquidity discount
 
27.0x - 36.2x
25.0%
 
33.7x
25.0%
 
126

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
 
38,081

 
Transaction price(1)
 
N/A
 
N/A
 
N/A
Partnership interest
232,332

 
Discounted cash flow
 
Discount rate
 
19.0%
 
19.0%
Fixed income securities
 
 
 
 
 
 
 
 
 
 
222,413

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
 
45,243

 
Income approach
 
Yield
 
10.8% - 22.5%
 
12.1%
 
233

 
Market approach (comparable companies)
 
EBITDA multiple
 
6.5x
 
6.5x
Derivative instruments
1,366

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
Total assets
$
664,164

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Derivatives instruments
$
(462
)
 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
Total liabilities
$
(462
)
 
 
 
 
 
 
 
 
 
(1)
Transaction price consists of securities purchased or restructured. The Company determined that there has been no change to the valuation based on the underlying assumptions used at the closing of such transactions.



The Company's investments valued using net asset value (“NAV”) per share have terms and conditions that do not allow for redemption without certain events or approvals that are outside the Company's control. A summary of fair value by segment and the remaining unfunded commitments are presented below:
 
 
As of June 30, 2018
 
As of December 31, 2017
 
 
Fair Value 
 
Unfunded 
Commitments
 
Fair Value
 
Unfunded 
Commitments
Non-core investments(1)
 
$
38,097

 
$
16,286

 
$
35,998

 
$
16,492

Total
 
$
38,097


$
16,286


$
35,998


$
16,492

 
(1) Non-core investments are reported within OMG.



33

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




6. DERIVATIVE FINANCIAL INSTRUMENTS
In the normal course of business, the Company and the Consolidated Funds are exposed to certain risks relating to their ongoing operations and use various types of derivative instruments primarily to mitigate against credit and foreign exchange risk. The derivative instruments are not designated as hedging instruments under the accounting standards for derivatives and hedging. The Company recognizes all of its derivative instruments at fair value as either assets or liabilities in the Condensed Consolidated Statements of Financial Condition within other assets or accounts payable, accrued expenses and other liabilities, respectively. These amounts may be offset to the extent that there is a legal right to offset and if elected by management.
The following tables identify the fair value and notional amounts of derivative contracts by major product type on a gross basis for the Company and the Consolidated Funds as of June 30, 2018 and December 31, 2017 :  
 
 
As of June 30, 2018
 
As of December 31, 2017
 
 
Assets 
 
Liabilities 
 
Assets 
 
Liabilities 
The Company
 
Notional(1)
 
Fair Value
 
Notional(1)
 
Fair Value
 
Notional(1)
 
Fair Value
 
Notional(1)
 
Fair Value
Foreign exchange contracts
 
$
13,733

 
$
803

 
$
86,130

 
$
2,252

 
$
13,724

 
$
498

 
$
51,026

 
$
2,639

Total derivatives, at fair value(2)
 
$
13,733

 
$
803

 
$
86,130

 
$
2,252

 
$
13,724

 
$
498

 
$
51,026

 
$
2,639

 
 
As of June 30, 2018
 
As of December 31, 2017
 
 
Assets
 
Liabilities
 
Assets 
 
Liabilities 
Consolidated Funds 
 
Notional(1)
 
Fair Value
 
Notional(1)
 
Fair Value
 
Notional(1)
 
Fair Value
 
Notional(1)
 
Fair Value
Asset swap - other
 
4,558

 
953

 
1,351

 
723

 
5,363

 
1,366

 
1,840

 
462

Total derivatives, at fair value(3)
 
4,558


953


1,351


723


5,363


1,366


1,840


462

 
(1)
Represents the total contractual amount of derivative assets and liabilities outstanding.
(2)
As of June 30, 2018 and December 31, 2017 , the Company had the right to, but elected not to, offset $0.8 million and $0.5 million of its derivative assets and liabilities, respectively.
(3)
As of June 30, 2018 and December 31, 2017 , the Consolidated Funds offset $0.3 million and $0.4 million of their derivative assets and liabilities, respectively.



34

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




7. DEBT
The following table summarizes the Company’s and its subsidiaries’ debt obligations:
 
 
 
 
 
 
 
As of June 30, 2018
 
As of December 31, 2017
 
Debt Origination Date
 
Maturity
 
Original Borrowing Amount
 
Carrying
Value
 
Interest Rate
 
Carrying
Value
 
Interest Rate
Credit Facility(1)
Revolver
 
2/24/2022
 
N/A

 
$
125,000

 
3.63%
 
$
210,000

 
3.09%
Senior Notes(2)
10/8/2014
 
10/8/2024
 
$
250,000

 
245,628

 
4.21%
 
245,308

 
4.21%
2015 Term Loan(3)
9/2/2015
 
7/29/2026
 

 

 
N/A
 
35,037

 
2.86%
2016 Term Loan(4)
12/21/2016
 
1/15/2029
 

 

 
N/A
 
25,948

 
3.08%
2017 Term Loan A(4)
3/22/2017
 
1/22/2028
 

 

 
N/A
 
17,407

 
2.90%
2017 Term Loan B(4)
5/10/2017
 
10/15/2029
 

 

 
N/A
 
35,062

 
2.90%
2017 Term Loan C(4)
6/22/2017
 
7/30/2029
 

 

 
N/A
 
17,078

 
2.88%
2017 Term Loan D(4)
11/16/2017
 
10/15/2030
 

 

 
N/A
 
30,336

 
2.77%
Total debt obligations
 
 
 
 
 
 
$
370,628

 
 
 
$
616,176

 
 
 
(1)
The AOG entities are borrowers under the Credit Facility, which provides a $1.065 billion revolving line of credit. It has a variable interest rate based on LIBOR or a base rate plus an applicable margin with an unused commitment fee paid quarterly, which is subject to change with the Company’s underlying credit agency rating. As of June 30, 2018 , base rate loans bear interest calculated based on the base rate plus 0.50% and the LIBOR rate loans bear interest calculated based on LIBOR plus 1.50%. The unused commitment fee is 0.20% per annum. There is a base rate and LIBOR floor of zero .
(2)
The Senior Notes were issued in October 2014 by Ares Finance Co. LLC, a subsidiary of the Company, at 98.268% of the face amount with interest paid semi-annually. The Company may redeem the Senior Notes prior to maturity, subject to the terms of the indenture .
(3)
The 2015 Term Loan was entered into in August 2015 by a subsidiary of the Company that acts as a manager to a CLO. The 2015 Term Loan is secured by collateral in the form of CLO senior tranches owned by the Company. To the extent the assets are not sufficient to cover the Term Loan, there is no further recourse to the Company to fund or repay the remaining balance. Interest is paid quarterly, and the Company also pays a fee of 0.025% of a maximum investment amount .
(4)
The 2016 and 2017 Term Loans (“Term Loans”) were entered into by a subsidiary of the Company that acts as a manager to CLOs. The Term Loans are secured by collateral in the form of CLO senior tranches and subordinated notes owned by the Company. Collateral associated with one of the Term Loans may be used to satisfy outstanding liabilities of another Term Loan should the collateral fall short. To the extent the assets associated with these Term Loans are not sufficient to cover the Term Loans, there is no further recourse to the Company to fund or repay the remaining balance. Interest is paid quarterly, and the Company also pays a fee of 0.03% of a maximum investment amount.

As of June 30, 2018 , the Company and its subsidiaries were in compliance with all covenants under the debt obligations.  
The Company typically incurs and pays debt issuance costs when entering into a new debt obligation or when amending an existing debt agreement. Debt issuance costs related to the Company's Senior Notes and Term Loans are recorded as a reduction of the corresponding debt obligation and debt issuance costs related to the Credit Facility are included in other assets in the Condensed Consolidated Statements of Financial Condition. All debt issuance costs are amortized over the term of the related obligation.
Subsequent to the removal of the U.S. risk retention requirements related to open–market CLO managers, the Company sold $219.3 million of its CLO securities and used the proceeds to pay off the related 2015-2017 Term Loans and settle a repurchase agreement of $206.0 million during the three months ended June 30, 2018 . The resulting loss from the debt extinguishment was immaterial.

35

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following table presents the activity of the Company's debt issuance costs:
 
Credit Facility
 
Senior Notes
 
Term Loans
 
Repurchase Agreement Loan
Unamortized debt issuance costs as of December 31, 2017
$
6,543

 
$
1,571

 
$
1,171

 
$

Debt issuance costs incurred

 

 
173

 
259

Amortization of debt issuance costs
(786
)
 
(121
)
 
(56
)
 
(7
)
Debt extinguishment expense

 

 
(1,288
)
 
(252
)
Unamortized debt issuance costs as of June 30, 2018
$
5,757

 
$
1,450

 
$

 
$



Loan Obligations of the Consolidated CLOs
Loan obligations of the Consolidated Funds that are CLOs ("Consolidated CLOs") represent amounts due to holders of debt securities issued by the Consolidated CLOs. The Company measures the loan obligations of the Consolidated CLOs using the fair value of the financial assets of its Consolidated CLOs. As of June 30, 2018 and December 31, 2017 the following loan obligations were outstanding and classified as liabilities of the Company’s Consolidated CLOs:
 
As of June 30, 2018
 
As of December 31, 2017
 
Loan
Obligations
 
Fair Value of
Loan Obligations
 
Weighted 
Average
Remaining Maturity 
In Years 
 
Loan
Obligations
 
Fair Value of Loan Obligations
 
Weighted
Average
Remaining
Maturity 
In Years 
Senior secured notes(1)
$
6,189,246

 
$
6,111,930

 
11.00
 
$
4,801,582

 
$
4,776,883

 
10.57
Subordinated notes(2)
319,840

 
221,309

 
11.40
 
276,169

 
186,311

 
11.25
Total loan obligations of Consolidated CLOs
$
6,509,086

 
$
6,333,239

 
 
 
$
5,077,751

 
$
4,963,194

 
 
 
(1)
Original borrowings under the senior secured notes totaled $6.2 billion , with various maturity dates ranging from October 2024 to October 2030. The weighted average interest rate as of June 30, 2018 was 5.21% .
(2)
Original borrowings under the subordinated notes totaled $319.8 million , with various maturity dates ranging from October 2024 to October 2030. The notes do not have contractual interest rates, instead holders of the notes receive distributions from the excess cash flows generated by each Consolidated CLO.
Loan obligations of the Consolidated CLOs are collateralized by the assets held by the Consolidated CLOs, consisting of cash and cash equivalents, corporate loans, corporate bonds and other securities. The assets of one Consolidated CLO may not be used to satisfy the liabilities of another Consolidated CLO. Loan obligations of the Consolidated CLOs include floating rate notes, deferrable floating rate notes, revolving lines of credit and subordinated notes. Amounts borrowed under the notes are repaid based on available cash flows subject to priority of payments under each Consolidated CLO’s governing documents. Based on the terms of these facilities, the creditors of the facilities have no recourse to the Company.
Credit Facilities of the Consolidated Funds
Certain Consolidated Funds maintain credit facilities to fund investments between capital drawdowns. These facilities generally are collateralized by the unfunded capital commitments of the Consolidated Funds’ limited partners, bear an annual commitment fee based on unfunded commitments and contain various affirmative and negative covenants and reporting obligations, including restrictions on additional indebtedness, liens, margin stock, affiliate transactions, dividends and distributions, release of capital commitments and portfolio asset dispositions. The creditors of these facilities have no recourse to the Company except to the extent the debt is guaranteed by a subsidiary or if a general partner is liable for the Consolidated Fund’s liabilities under applicable law. Credit facilities of the Consolidated Funds are reflected at cost in the Condensed Consolidated Statements of Financial Condition. As of June 30, 2018 and December 31, 2017 , the Consolidated Funds were in compliance with all covenants under such credit facilities.

36

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The Consolidated Funds had the following revolving bank credit facilities and term loan outstanding as of June 30, 2018 and December 31, 2017 :
 
 
 
 
 
 
As of June 30, 2018
 
As of December 31, 2017
 
Consolidated Funds' Debt Facilities
 
Maturity Date
 
Total Capacity
 
Outstanding
Loan(1)
 
Effective Rate
 
Outstanding Loan(1)
 
Effective Rate
 
Credit Facilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/1/2023
 
$
18,000

 
$
13,376

 
3.88%
 
$
12,942

 
2.88%
 
 
 
6/29/2019
 
46,632

 
46,632

 
EURIBOR + 1.55%
(2)
48,042

 
1.55%
(2)
 
 
3/7/2019
 
71,500

 
71,500

 
3.47%
 
71,500

 
2.88%
 
Revolving Term Loan
 
1/31/2022
 
1,900

 
1,216

 
8.07%
 

 
—%
 
 
 
8/19/2019
 
11,429

 
5,714

 
9.32%
 
5,714

 
5.86%
 
Total borrowings
 
 
 
 
 
$
138,438

 
 
 
$
138,198

 
 
 
 
(1)
The fair values of the borrowings approximate the carrying value as the interest rate on the borrowings is a floating rate.
(2)
The effective rate is based on the three month EURIBOR or zero , whichever is higher, plus an applicable margin.
8. COMMITMENTS AND CONTINGENCIES
Indemnification Arrangements
Consistent with standard business practices in the normal course of business, the Company enters into contracts that contain indemnities for affiliates of the Company, persons acting on behalf of the Company or such affiliates and third parties. The terms of the indemnities vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined and has not been recorded in the Condensed Consolidated Statements of Financial Condition. As of June 30, 2018 , the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
Commitments
As of June 30, 2018 and December 31, 2017 , the Company had aggregate unfunded commitments of $284.5 million and $285.7 million , respectively, including commitments to both non-consolidated funds and Consolidated Funds. Total unfunded commitments included $16.3 million and $16.5 million in commitments to funds not managed by the Company as of June 30, 2018 and December 31, 2017 , respectively.
ARCC Fee Waiver
In conjunction with ARCC's acquisition of American Capital, Ltd. (“ACAS”), the Company agreed to waive up to $10 million per quarter of ARCC's Part I Fees for ten calendar quarters, which began in the second quarter of 2017. ARCC Part I Fees will only be waived to the extent they are paid. The maximum amount of fees that may be waived in a quarter is $10 million , and if ARCC Part I Fees are less than $10 million in any single quarter, the shortfall will not carryover to subsequent quarters. As of June 30, 2018 , there are five remaining quarters as part of the fee waiver agreement, with a maximum of $50 million in potential waivers. ARCC Part I Fees are reported net of the fee waiver.
Performance Income
Generally, if at the termination of a fund (and increasingly at interim points in the life of a fund), the fund has not achieved investment returns that (in most cases) exceed the preferred return threshold or (in all cases) the general partner receives net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, the Company will be obligated to repay carried interest that was received by the Company in excess of the amounts to which the Company is entitled. This contingent obligation is normally reduced by income taxes paid by the Company related to its carried interest. 
At June 30, 2018 and December 31, 2017 , if the Company assumed all existing investments were worthless, the amount of performance income subject to potential repayment, net of tax, which may differ from the recognition of revenue, would have

37

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




been approximately $472.9 million and $476.1 million , respectively, of which approximately $367.5 million and $370.0 million , respectively, is reimbursable to the Company by certain professionals who are the recipients of such performance income. Management believes the possibility of all of the investments becoming worthless is remote. As of June 30, 2018 , if the funds were liquidated at their fair values, there would be $0.2 million of repayment obligations, and accordingly, the Company recorded a contingent repayment liability as June 30, 2018 . As of December 31, 2017 , if the funds were liquidated at their fair values, there would be no repayment obligation, and accordingly, the Company did not record a contingent repayment liability as of December 31, 2017 .
Litigation
From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows.

9. RELATED PARTY TRANSACTIONS
Substantially all of the Company’s revenue is earned from its affiliates, including management fees, carried interest allocation, incentive fees, investment income, other fees and administrative expense reimbursements. The related accounts receivable are included within due from affiliates within the Condensed Consolidated Statements of Financial Condition, except that accrued carried interest allocations and incentive fees receivable, which are presented within investments and other assets, respectively, within the Condensed Consolidated Statements of Financial Condition.
The Company has investment management agreements with various funds and accounts that it manages. In accordance with these agreements, the Consolidated Funds bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Consolidated Funds.
The Company also has entered into agreements with related parties to be reimbursed for its expenses incurred for providing administrative services to such related parties, including ARCC, ACRE, ARDC, Ivy Hill Asset Management, L.P., ACF FinCo I L.P, and CION Ares Diversified Credit Fund.
Employees and other related parties may be permitted to participate in co-investment vehicles that invest in Ares funds alongside fund investors. Participation is limited by law to individuals who qualify under applicable securities laws. These employee co-investment vehicles generally do not require the participants to pay management or incentive fees.
Performance income the Company earns from the funds can be distributed to professionals or their related entities on a current basis, subject to repayment by the subsidiary of the Company that acts as general partner of the relevant fund in the event that certain specified return thresholds are not ultimately achieved. The professionals have personally guaranteed, subject to certain limitations, the obligations of these subsidiaries in respect of this general partner obligation. Such guarantees are several, and not joint, and are limited to distributions received by the relevant recipient.

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Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The Company considers its professionals and non-consolidated funds to be affiliates. Amounts due from and to affiliates were composed of the following:
 
As of June 30,
 
As of December 31,
 
2018
 
2017
Due from affiliates:
 
 
 
Management fees receivable from non-consolidated funds
$
132,132

 
$
126,506

Payments made on behalf of and amounts due from non-consolidated funds and employees
40,296

 
39,244

Due from affiliates—Company
$
172,428

 
$
165,750

Amounts due from portfolio companies and non-consolidated funds
$
13,704

 
$
15,884

Due from affiliates—Consolidated Funds
$
13,704

 
$
15,884

Due to affiliates:
 

 
 

Management fee rebate payable to non-consolidated funds
$
2,603

 
$
5,213

Management fees received in advance
4,746

 
1,729

Tax receivable agreement liability
12,925

 
3,503

Payable to company employees(1)
24,701

 
24,542

Payments made by non-consolidated funds on behalf of and payable by the Company
17,369

 
4,197

Due to affiliates—Company
$
62,344

 
$
39,184

 
(1)
Prior year amount of $24.5 million was reclassified from performance related compensation payable to due to affiliates to conform with current year presentation.
 
Due from Ares Funds and Portfolio Companies
In the normal course of business, the Company pays certain expenses on behalf of Consolidated Funds and non-consolidated funds for which it is reimbursed. Amounts advanced on behalf of Consolidated Funds are eliminated in consolidation. Certain expenses initially paid by the Company, primarily professional services, travel and other costs associated with particular portfolio company holdings are subject to reimbursement by the portfolio companies. The Company reimbursed ARCC approximately  $0.6 million for certain recurring rent and utilities incurred by ARCC during the first quarter of 2018. In addition, during the three months ended June 30, 2018, the Company reimbursed ARCC approximately $2.2 million , $3.0 million , $3.2 million and $2.9 million  of rent and utilities for the years ended 2017, 2016, 2015 and 2014, respectively, for an aggregate reimbursement to ARCC of $11.8 million . Beginning April 1, 2018, the Company will bear these expenses.
ARCC Investment Advisory and Management Agreement
In connection with ARCC's board approval of the modification of the asset coverage requirement applicable to senior securities from 200% to 150% effective on June 21, 2019, (unless ARCC receives earlier stockholder approval), the investment advisory and management agreement will be amended prior to June 21, 2019 (or such earlier date), to reduce the annual base management fee paid to the Company from 1.5% to 1.0% on all assets financed using leverage over 1.0 times debt to equity.
10. INCOME TAXES
Effective March 1, 2018, the Company elected to be treated as a corporation for U.S. federal income tax purposes, while remaining a limited partnership under state law. A portion of the Company’s operations was and continues to be held through AHI and corporate subsidiaries of Ares Investments. AHI and such corporate subsidiaries are U.S. corporations and subject to U.S. corporate tax on earnings that flow through from subsidiary entities. The income of such corporations has historically been subject to U.S. federal, state and local income taxes, and certain of its foreign subsidiaries continue to be subject to foreign income taxes (for which a foreign tax credit can generally offset U.S. corporate taxes imposed on the same income). Prior to March 1, 2018, a substantial portion of the Company’s earnings flowed through to owners of the Company without being subject to entity level income taxes. Consequently, a significant portion of the Company’s earnings did not reflect a provision for income taxes except those for foreign, state, city and local income taxes incurred at the entity level. Beginning March 1, 2018, this portion of the Company’s earnings was subject to U.S. corporate tax.

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Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The Company’s income tax provision includes corporate income taxes and other entity level income taxes, as well as income taxes incurred by certain affiliated funds that are consolidated in these financial statements. The Company recorded an income tax expense of $36.9 million and $24.5 million for the three and six months ended June 30, 2018 , respectively. In connection with its election to be taxed as a corporation effective March 1, 2018, the Company recorded two significant one-time deferred tax items. The first item is a deferred tax liability arising from the embedded net unrealized gains of both carried interest and the investment portfolio that were not previously subject to corporate taxes. Cash taxes will only be paid on unrealized gains to the extent realized. The second item is a deferred tax asset representative of book to tax bases differences resulting from allocations of equity account balances upon ownership changes. This asset will ultimately be unwound on conversion of the AOG units to common shares by the private unitholders, will have no impact on the Statement of Operations and will not result in the Company paying any more or less taxes. During the quarter ended June 30, 2018, the Company determined it did not control the actions of the AOG unitholders and, therefore, the timing of the recognition of the benefit, and established a  $28.9 million  valuation allowance against the deferred tax asset, effectively increasing the provision for income taxes. Consequently, this deferred tax asset had no impact on the income tax provision for the six months ended June 30, 2018. The Company had an income tax expense of $1.3 million for the three months ended June 30, 2017 . For the six months ended June 30, 2017 , the Company had an income tax benefit of $33.0 million primarily driven by the one-time ARCC-ACAS transaction support payment.
Supplemental information on an unaudited pro forma basis, as if the Company's election to be treated as a corporation for U.S. federal income tax purposes was effective for the three and six months ended June 30, 2017 is as follows:
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
 
 
 
 
 
2017
 
 
2018
 
2017
 
Pro forma
Provision for Income Taxes - The Company
 
 
 
 
 
 
Income tax expense of the Company
 
$
36,834

 
$
857

 
$
18,815

 
 
 
 
 
 
 
Provision for Income Taxes - Consolidated Funds
 
 
 
 
 
 
Income tax expense of the Consolidated Funds
 
69

 
396

 
396

Total Provision for Income Taxes
 
$
36,903

 
$
1,253

 
$
19,211

 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
 
 
 
 
2017
 
 
2018
 
2017
 
Pro forma
Provision for Income Taxes - The Company
 
 
 
 
 
 
Income tax expense (benefit) of the Company
 
$
24,459

 
$
(33,875
)
 
$
(9,528
)
 
 
 
 
 
 
 
Provision for Income Taxes - Consolidated Funds
 
 
 
 
 
 
Income tax expense of the Consolidated Funds
 
69

 
864

 
864

Total Provision for Income Taxes
 
$
24,528

 
$
(33,011
)
 
$
(8,664
)

The 2017 pro forma tax information was calculated as if the Company's election to be treated as a corporation for U.S. federal income tax purposes was effective for the three and six months ended June 30, 2017 .
The Company’s effective income tax rate is dependent on many factors, including the estimated nature of many amounts and the mix of revenues and expenses between U.S. corporate entities that are subject to income taxes and those subsidiaries that are not. For the three and six months ended June 30, 2018 and 2017 , the Company has utilized the discrete effective tax rate method to calculate its interim income tax provision. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. Additionally, the Company’s effective tax rate is influenced by the amount of income tax provision recorded for any affiliated funds that are consolidated in these financial statements. Consequently, the effective income tax rate is subject to significant variation from period to period.

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Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




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, state, local and foreign tax regulators. As of June 30, 2018 , the Company’s U.S. federal income tax returns for the years 2014 through 2018 are open under the normal statute of limitations and therefore subject to examination. State and local tax returns are generally subject to audit from 2014 to 2018 . Foreign tax returns are generally subject to audit from 2013 to 2018 . Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s condensed consolidated financial statements.
11. EARNINGS PER COMMON SHARE
Basic earnings per common share are computed by dividing income available to common shareholders by the weighted‑average number of common shares outstanding during the period. Diluted earnings per common share are computed using the more dilutive method of either the two-class method or the treasury stock method.
For the three and six months ended June 30, 2018 and the six months June 30, 2017 , the two-class method was the more dilutive method for the unvested restricted units. For the three months ended June 30, 2017 , the treasury stock method was the more dilutive method for the unvested restricted units. No participating securities had rights to undistributed earnings during any period presented.
The computation of diluted earnings per common share for the three and six months ended June 30, 2018 and 2017 excludes the following options, restricted units and AOG Units, as their effect would have been anti-dilutive:
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Options
19,111,390

 
21,155,026

 
19,471,589

 
21,244,858

Restricted units
15,271,381

 
39,082

 
15,811,964

 
14,463,590

AOG Units
120,231,237

 
130,249,329

 
124,211,007

 
130,325,826


The following table presents the computation of basic and diluted earnings per common share:
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Net income (loss) attributable to Ares Management, L.P. common shareholders
$
(17,200
)
 
$
44,453

 
$
18,323

 
$
(2,106
)
Earnings distributed to participating securities (restricted units)
(1,970
)
 
(419
)
 
(3,877
)
 
(1,246
)
Net income (loss) available to common shareholders
$
(19,170
)
 
$
44,034

 
$
14,446

 
$
(3,352
)
Basic weighted-average common shares
98,037,252

 
81,829,086

 
91,861,946

 
81,469,967

Basic earnings (loss) per common share
$
(0.20
)
 
$
0.54

 
$
0.16

 
$
(0.04
)
Net income (loss) attributable to Ares Management, L.P. common shareholders
$
(17,200
)
 
$
44,453

 
$
18,323

 
$
(2,106
)
Earnings distributed to participating securities (restricted units)
(1,970
)
 

 
(3,877
)
 
(1,246
)
Net income (loss) available to common shareholders
$
(19,170
)
 
$
44,453

 
$
14,446


$
(3,352
)
Effect of dilutive shares:
 
 
 
 
 
 
 
Restricted units

 
2,490,796

 

 

Diluted weighted-average common shares
98,037,252

 
84,319,882

 
91,861,946

 
81,469,967

Diluted earnings (loss) per common share
$
(0.20
)
 
$
0.53

 
$
0.16

 
$
(0.04
)


41

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




12. EQUITY COMPENSATION
Equity Incentive Plan
In 2014, the Company adopted the Ares Management, L.P. 2014 Equity Incentive Plan (the “Equity Incentive Plan ). Based on a formula as defined in the Equity Incentive Plan, the total number of shares available to be issued under the Equity Incentive Plan resets and may increase on January 1 each year.  Accordingly, on January 1, 2018 , the total number of shares available for issuance under the Equity Incentive Plan increased to 31,853,504 shares, and as of June 30, 2018 29,311,383 shares remain available for issuance.
Generally, unvested phantom units, restricted units and options are forfeited upon termination of employment in accordance with the Equity Incentive Plan. The Company recognizes forfeitures as a reversal of previously recognized compensation expense in the period the forfeiture occurs.
Equity-based compensation expense, net of forfeitures is included in the following table:
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Restricted units
$
18,516

 
$
14,601

 
$
36,547

 
$
25,818

Options
3,630

 
3,931

 
6,293

 
7,413

Phantom units
361

 
385

 
754

 
775

Equity-based compensation expense
$
22,507

 
$
18,917

 
$
43,594

 
$
34,006

Restricted Units
Each restricted unit represents an unfunded, unsecured right of the holder to receive a common share on a specific date. The restricted units generally vest and are settled in common shares either (i) at a rate of one-third per year, beginning on the third anniversary of the grant date, (ii) in their entirety on the fifth anniversary of the grant date, or (iii) at a rate of one quarter per year, beginning on either the first or second anniversary of the grant date. Compensation expense associated with restricted units is recognized on a straight-line basis over the requisite service period of the award.
The holders of restricted units generally have the right to receive as current compensation an amount in cash equal to (i) the amount of any distribution paid with respect to a common share multiplied by (ii) the number of restricted units held at the time such distributions are declared (“Dividend Equivalent”). For the three and six months ended June 30, 2018 , Dividend Equivalents were made to the holders of restricted units in the aggregate amount of $5.8 million and $12.4 million , respectively, which are presented as dividends within the Condensed Consolidated Statements of Changes in Equity. When restricted units are forfeited, the cumulative amount of dividend equivalents previously paid is reclassified to compensation and benefits expense in the Condensed Consolidated Statements of Operations.
The following table presents unvested restricted units' activity during the six months ended June 30, 2018 :
 
Restricted Units
 
Weighted Average
Grant Date Fair
Value Per Unit
Balance - January 1, 2018
13,751,888

 
$
17.58

Granted
3,681,702

 
23.58

Vested
(1,903,923
)
 
16.93

Forfeited
(258,286
)
 
19.55

Balance - June 30, 2018
15,271,381

 
$
19.07

The total compensation expense expected to be recognized in all future periods associated with the restricted units is approximately $215.0 million as of June 30, 2018 and is expected to be recognized over the remaining weighted average period of 3.48 years .

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Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




Options
A summary of options activity during the six months ended June 30, 2018 is presented below:
 
Options
 
Weighted Average Exercise Price
 
Weighted Average
Remaining Life
(in years)
 
Aggregate Intrinsic Value
Balance - January 1, 2018
20,495,025

 
$
18.99

 
6.09
 
$
20,611

Granted

 


 
 
 
Exercised
(50,000
)
 
19.00

 
 
90

Expired
(889,432
)
 
19.00

 
 
 
Forfeited
(444,203
)
 
19.00

 
 
 
Balance - June 30, 2018
19,111,390

 
$
18.99

 
5.81
 
$
32,655

Exercisable at June 30, 2018
12,715,808

 
$
19.00

 
5.78
 
$
21,672

As of June 30, 2018 , there was $12.3 million of total unrecognized compensation expense that is expected to be recognized over the remaining weighted average period of 0.85 years . Net cash proceeds from the exercises of stock options was $1.0 million for the six months ended June 30, 2018 . The Company realized tax benefits of approximately $0.04 million from those exercises.
Phantom Units
A summary of unvested phantom unit activity during the six months ended June 30, 2018 is presented below:
 
 
Phantom Units
 
Weighted Average
Grant Date Fair
Value Per Share
Balance - January 1, 2018
 
156,153

 
$
19.00

Vested
 
(70,352
)
 
19.00

Forfeited
 
(16,200
)
 
19.00

Balance - June 30, 2018
 
69,601

 
$
19.00

The fair value of the phantom unit awards is remeasured at each reporting period and was $ 20.70 per unit as of June 30, 2018 . Based on the fair value of the awards at June 30, 2018 ,   $1.2 million of unrecognized compensation expense in connection with phantom units outstanding is expected to be recognized over a weighted average period of 0.85 years . During the six months ended June 30, 2018 , the Company paid $1.6 million to settle vested phantom units.

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Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




13. EQUITY
Ares Management, L.P.

Common Shares
Common shares represent limited partnership interests in the Company. The holders of common shares are entitled to participate pro rata in distributions from the Company and to exercise the rights or privileges that are available to common shareholders under the Company’s partnership agreement. The common shareholders have limited voting rights and have no right to remove the Company’s general partner, Ares Management GP LLC, or, except in limited circumstances, to elect the directors of the general partner. During the quarter ended March 31, 2018, an affiliate of Alleghany Corporation (“Alleghany”) exchanged 9,750,000 of its AOG Units into 9,750,000 common shares.
Common Share Offering
    
On March 12, 2018, AREC Holdings Ltd., a wholly owned subsidiary of Abu Dhabi Investment Authority (collectively, “ADIA”), and the Company completed a public offering of 15,000,000 common shares. In connection with this offering, ADIA sold 10,000,000 of its previously issued and outstanding common shares from which the Company received no proceeds. Additionally, the Company issued 5,000,000 common shares from which it received $105.9 million in gross proceeds. The Company incurred approximately $0.5 million of expenses in connection with this offering transaction. The expenses have been treated as a reduction of the proceeds received from the offering and are presented on a net basis together with the proceeds from the offering in shareholders' equity in the Condensed Consolidated Statements of Changes in Equity.

In April 2018, the underwriters in the offering exercised a portion of their option to purchase 1,130,000  additional common shares from ADIA. The Company did not receive any of the proceeds from the underwriters' exercise. The expenses incurred by the Company related to the option exercise have been included in other income (expense), net in the Condensed Consolidated Statements of Operations. ADIA paid the underwriting discounts and commissions and/or similar charges incurred for the sale of the common shares.
The following table presents each partner's AOG Units and corresponding ownership interest in each of the Ares Operating Group entities as of June 30, 2018 and December 31, 2017 , as well as its daily average ownership of AOG Units in each of the Ares Operating Group entities for the six months ended June 30, 2018 and 2017 .
 
 
 
 
 
 
 
 
 
 
Daily Average Ownership
 
 
As of June 30, 2018
 
As of December 31, 2017
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
AOG Units
 
Direct Ownership Interest
 
AOG Units
 
Direct Ownership Interest
 
2018
 
2017
 
2018
 
2017
Ares Management, L.P.
 
98,398,340

 
45.03
%
 
82,280,033

 
38.75
%
 
44.92
%
 
38.58
%
 
42.51
%
 
38.47
%
Ares Owners Holding L.P.
 
117,379,305

 
53.71
%
 
117,576,663

 
55.36
%
 
53.82
%
 
55.53
%
 
54.40
%
 
55.63
%
Affiliate of Alleghany Corporation
 
2,750,000

 
1.26
%
 
12,500,000

 
5.89
%
 
1.26
%
 
5.89
%
 
3.09
%
 
5.90
%
Total
 
218,527,645

 
100.00
%
 
212,356,696

 
100.00
%
 
 
 
 
 
 
 
 
Preferred Equity
As of June 30, 2018 and December 31, 2017 , the Company had 12,400,000 shares of Series A Preferred Equity (the “Preferred Equity”) outstanding. When, as and if declared by the Company’s board of directors, distributions on the Preferred Equity are payable quarterly at a rate per annum equal to 7.00% . The Preferred Equity may be redeemed at the Company’s option, in whole or in part, at any time on or after June 30, 2021, at a price of $25.00 per share.




44

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




14. SEGMENT REPORTING
The Company operates through its three distinct operating segments. During the six months ended June 30, 2018 , the Company reclassified certain expenses from OMG to its operating segments. Historical results have been modified to conform to the current period presentation.
The Company’s three operating segments are:
Credit Group: The Company’s Credit Group is a leading manager of credit strategies across the non-investment grade credit universe in the U.S. and Europe, with approximately $86.9 billion of assets under management and 152 funds as of June 30, 2018 . The Credit Group offers a range of credit strategies across the liquid and illiquid spectrum, including syndicated loans, high yield bonds, credit opportunities, structured credit investments and U.S. and European direct lending. The Credit Group provides solutions for traditional fixed income investors seeking to access the syndicated loans and high yield bond markets and capitalizes on opportunities across traded corporate credit. It additionally provides investors access to directly originated fixed and floating rate credit assets and the ability to capitalize on illiquidity premiums across the credit spectrum. The Credit Group’s syndicated loans strategy focuses on liquid, traded non-investment grade secured loans to corporate issuers. The high yield bond strategy seeks to deliver a diversified portfolio of liquid, traded non-investment grade corporate bonds, including secured, unsecured and subordinated debt instruments. Credit opportunities is a “go anywhere” strategy seeking to capitalize on market inefficiencies and relative value opportunities across the capital structure. The structured credit strategy invests across the capital structures of syndicated collateralized loan obligation vehicles (CLOs) and in directly-originated asset-backed instruments composed of diversified portfolios of consumer and commercial assets. The Company has one of the largest self-originating direct lending platforms in the U.S. and European middle markets, providing one-stop financing solutions for small-to-medium sized companies, which the Company believes are increasingly underserved by traditional lenders. The Company provides investors access to these capabilities through several vehicles, including commingled funds, separately managed accounts and a publicly traded vehicle. The Credit Group conducts its U.S. direct lending activities primarily through ARCC, the largest business development company as of June 30, 2018 , by both market capitalization and total assets. In addition, the Credit Group manages a commercial finance business that provides asset-based and cash flow loans to small and middle-market companies, as well as asset-based facilities to specialty finance companies. The Credit Group’s European direct lending platform is one of the most significant participants in the European middle-market, focusing on self-originated investments in illiquid middle-market credits.
Private Equity Group:  The Company’s Private Equity Group has approximately $23.6 billion of assets under management as of June 30, 2018 , broadly categorizing its investment strategies as corporate private equity, U.S. power and energy infrastructure and special situations. As of June 30, 2018 the group managed five corporate private equity commingled funds focused on North America and Europe and three focused on greater China, six commingled funds and six related co-investment vehicles focused on U.S. power and energy infrastructure and three special situations funds. In its North American and European flexible capital strategy, the Company targets opportunistic majority or shared-control investments in businesses with strong franchises and attractive growth opportunities in North America and Europe. The U.S. power and energy infrastructure strategy targets U.S. energy infrastructure-related assets across the power generation, transmission and midstream sectors, seeking attractive risk-adjusted equity returns with current cash flow and capital appreciation. The special situations strategy seeks to invest opportunistically across a broad spectrum of distressed or mispriced investments, including corporate debt, rescue capital, private asset-backed investments, post-reorganization securities and non-performing portfolios.
Real Estate Group:  The Company’s Real Estate Group manages comprehensive public and private equity and debt strategies, with approximately $10.9 billion of assets under management across 43 funds as of June 30, 2018 . Real Estate equity strategies focus on applying hands-on value creation initiatives to mismanaged and capital-starved assets, as well as new development, ultimately selling stabilized assets back into the market. The Real Estate Group manages both a value-add strategy and an opportunistic strategy.  The value-add strategy seeks to create value by buying assets at attractive valuations and through active asset management of income-producing properties across the U.S. and Western Europe. The opportunistic strategy focuses on manufacturing core assets through development, redevelopment and fixing distressed capital structures across major properties in the U.S. and Europe.  The Company’s debt strategies leverage the Real Estate Group’s diverse sources of capital to directly originate and manage commercial mortgage investments on properties that range from stabilized to requiring hands-on value creation.  In addition to managing private debt funds, the Real Estate Group makes debt investments through a publicly traded commercial mortgage real estate investment trust, ACRE. 

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Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The Company has an OMG that consists of six shared resource groups to support the Company’s operating segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, business development/corporate strategy, legal/compliance and human resources. Additionally, the OMG provides services to certain of the Company’s investment companies and partnerships, which reimburse the OMG for expenses equal to the costs of services provided. The OMG’s expenses are not allocated to the Company’s three reportable segments but the Company does consider the cost structure of the OMG when evaluating its financial performance.
Non-GAAP Measures: These measures supplement and should be considered in addition to, and not in lieu of, the Consolidated Statements of Operations prepared in accordance with GAAP.
Economic net income (“ENI”), a non-GAAP measure, is an operating metric used by management to evaluate total operating performance, a decision tool for deployment of resources, and an assessment of the performance of the Company’s business segments. ENI differs from net income by excluding (a) income tax expense, (b) operating results of the Consolidated Funds, (c) depreciation and amortization expense, (d) the effects of changes arising from corporate actions, and (e) certain other items that the Company believes are not indicative of its total operating performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with mergers and acquisitions and capital transactions, underwriting costs, and expenses incurred in connection with corporate reorganization. Beginning in 2018, placement fees are no longer excluded but are amortized to match the period over which management fees are recognized. This change had an immaterial impact to FRE and RI for the current period.
Fee related earnings (“FRE”), a non-GAAP measure, refers to a component of ENI that is used to assess core operating performance by determining whether recurring revenue, primarily consisting of management fees, is sufficient to cover operating expenses and to generate profits. FRE differs from income before taxes computed in accordance with GAAP as it adjusts for the items included in the calculation of ENI and excludes performance income, performance related compensation, investment income from the Consolidated Funds and non-consolidated funds and certain other items that the Company believes are not indicative of its core operating performance.
Performance related earnings (“PRE”), a non-GAAP measure, is used to assess the Company’s investment performance net of performance related compensation. PRE differs from income (loss) before taxes computed in accordance with GAAP as it only includes performance income, performance related compensation and total investment and other income earned from the Consolidated Funds and non-consolidated funds.
Realized income (“RI”), a non-GAAP measure, is an operating metric used by management to evaluate performance of the business based on operating performance and the contribution of each of the business segments to that performance, while removing the fluctuations of unrealized income and expenses, which may or may not be eventually realized at the levels presented and whose realizations depend more on future outcomes than current business operations. RI differs from net income by excluding (a) income tax expense, (b) operating results of our Consolidated Funds, (c) depreciation and amortization expense, (d) the effects of changes arising from corporate actions, (e) unrealized gains and losses related to performance income and investment performance and (f) certain other items that we believe are not indicative of our operating performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with mergers, acquisitions and capital transactions, underwriting costs and expenses incurred in connection with corporate reorganization. Beginning in 2018, placement fees are no longer excluded but are amortized to match the period over which management fees are recognized. This change had an immaterial impact to FRE and RI for the current period. Prior to the introduction of RI, management used distributable earnings for this evaluation. Management believes RI is a more appropriate metric to evaluate the Company's current business operations.
Management makes operating decisions and assesses the performance of each of the Company’s business segments based on financial and operating metrics and other data that is presented before giving effect to the consolidation of any of the Consolidated Funds. Consequently, all segment data excludes the assets, liabilities and operating results related to the Consolidated Funds and non‑consolidated funds.

46

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following table presents the financial results for the Company’s operating segments, as well as the OMG, for the three months ended June 30, 2018 :
 
Credit Group
 
Private Equity Group
 
Real
Estate Group
 
Total
Segments
 
OMG
 
Total
Management fees (Credit Group includes ARCC Part I Fees of $29,866)
$
135,848

 
$
49,318

 
$
17,138

 
$
202,304

 
$

 
$
202,304

Other fees
6,877

 
337

 
7

 
7,221

 

 
7,221

Compensation and benefits
(51,892
)
 
(18,672
)
 
(8,768
)
 
(79,332
)
 
(31,059
)
 
(110,391
)
General, administrative and other expenses
(11,041
)
 
(4,175
)
 
(2,391
)
 
(17,607
)
 
(19,489
)
 
(37,096
)
Fee related earnings
79,792


26,808


5,986

 
112,586

 
(50,548
)
 
62,038

Performance income—realized
41,672

 
80,415

 
521

 
122,608

 

 
122,608

Performance income—unrealized
(4,568
)
 
(133,605
)
 
13,830

 
(124,343
)
 

 
(124,343
)
Performance related compensation—realized
(23,577
)
 
(64,311
)
 
7

 
(87,881
)
 

 
(87,881
)
Performance related compensation—unrealized
2,759

 
106,912

 
(8,785
)
 
100,886

 

 
100,886

Net performance income
16,286


(10,589
)

5,573

 
11,270

 

 
11,270

Investment income (loss)—realized
595

 
9,016

 
(250
)
 
9,361

 
798

 
10,159

Investment income (loss)—unrealized
1,617

 
290

 
(525
)
 
1,382

 
2,866

 
4,248

Interest and other investment income (expense)
3,428

 
3,039

 
(1,218
)
 
5,249

 
623

 
5,872

Interest expense
(3,596
)
 
(1,440
)
 
(452
)
 
(5,488
)
 
(588
)
 
(6,076
)
Net investment income (loss)
2,044


10,905


(2,445
)
 
10,504

 
3,699

 
14,203

Performance related earnings
18,330


316


3,128

 
21,774

 
3,699

 
25,473

Economic net income
$
98,122


$
27,124


$
9,114

 
$
134,360

 
$
(46,849
)
 
$
87,511

Realized income
$
97,921

 
$
53,408

 
$
6,479

 
$
157,808

 
$
(49,754
)
 
$
108,054


The following table presents the financial results for the Company’s operating segments, as well as the OMG, for the three months ended June 30, 2017 :
 
Credit Group
 
Private Equity Group
 
Real
Estate Group
 
Total
Segments
 
OMG
 
Total
Management fees (Credit Group includes ARCC Part I Fees of $19,143)
$
112,654

 
$
56,427

 
$
16,479

 
$
185,560

 
$

 
$
185,560

Other fees
5,663

 
338

 
19

 
6,020

 

 
6,020

Compensation and benefits
(45,160
)
 
(18,388
)
 
(9,714
)
 
(73,262
)
 
(30,584
)
 
(103,846
)
General, administrative and other expenses
(8,048
)
 
(4,345
)
 
(3,091
)
 
(15,484
)
 
(18,862
)
 
(34,346
)
Fee related earnings
65,109


34,032


3,693


102,834


(49,446
)

53,388

Performance income—realized
7,883

 
64,780

 
1,467

 
74,130

 

 
74,130

Performance income—unrealized
5,093

 
228,747

 
29,789

 
263,629

 

 
263,629

Performance related compensation—realized
(1,898
)
 
(50,914
)
 
(161
)
 
(52,973
)
 

 
(52,973
)
Performance related compensation—unrealized
(6,079
)
 
(184,021
)
 
(18,632
)
 
(208,732
)
 

 
(208,732
)
Net performance income
4,999


58,592


12,463


76,054




76,054

Investment income—realized
2,525

 
2,717

 
373

 
5,615

 
1,340

 
6,955

Investment income (loss)—unrealized
(3,450
)
 
25,354

 
1,134

 
23,038

 
(2,728
)
 
20,310

Interest and other investment income
2,958

 
1,983

 
1,534

 
6,475

 
225

 
6,700

Interest expense
(3,065
)
 
(1,397
)
 
(429
)
 
(4,891
)
 
(463
)
 
(5,354
)
Net investment income (loss)
(1,032
)

28,657


2,612


30,237


(1,626
)

28,611

Performance related earnings
3,967


87,249


15,075


106,291


(1,626
)

104,665

Economic net income
$
69,076


$
121,281


$
18,768


$
209,125


$
(51,072
)

$
158,053

Realized income
$
73,181

 
$
50,151

 
$
5,181

 
$
128,513

 
$
(48,346
)
 
$
80,167





47

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following table presents the financial results for the Company’s operating segments, as well as the OMG, for the six months ended June 30, 2018 :
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Group
 
Private Equity Group
 
Real
Estate Group
 
Total
Segments
 
OMG
 
Total
Management fees (Credit Group includes ARCC Part I Fees of $58,283)
$
267,614

 
$
99,205

 
$
32,311

 
$
399,130

 
$

 
$
399,130

Other fees
12,607

 
677

 
10

 
13,294

 

 
13,294

Compensation and benefits
(102,172
)
 
(37,871
)
 
(16,407
)
 
(156,450
)
 
(61,665
)
 
(218,115
)
General, administrative and other expenses
(20,670
)
 
(8,216
)
 
(4,823
)
 
(33,709
)
 
(38,105
)
 
(71,814
)
Fee related earnings
157,379

 
53,795

 
11,091

 
222,265

 
(99,770
)
 
122,495

Performance fees—realized
46,743

 
84,813

 
14,159

 
145,715

 

 
145,715

Performance fees—unrealized
11,524

 
(112,539
)
 
11,790

 
(89,225
)
 

 
(89,225
)
Performance fee compensation—realized
(26,665
)
 
(67,871
)
 
(8,214
)
 
(102,750
)
 

 
(102,750
)
Performance fee compensation—unrealized
9,935

 
88,218

 
(8,276
)
 
89,877

 

 
89,877

Net performance fees
41,537

 
(7,379
)
 
9,459

 
43,617

 

 
43,617

Investment income—realized
1,366

 
9,687

 
3,100

 
14,153

 
1,636

 
15,789

Investment income (loss)—unrealized
1,348

 
(3,860
)
 
(1,757
)
 
(4,269
)
 
4,097

 
(172
)
Interest and other investment income (expense)
5,624

 
3,368

 
(201
)
 
8,791

 
1,870

 
10,661

Interest expense
(8,269
)
 
(2,668
)
 
(872
)
 
(11,809
)
 
(1,136
)
 
(12,945
)
Net investment income
69

 
6,527

 
270

 
6,866

 
6,467

 
13,333

Performance related earnings
41,606

 
(852
)
 
9,729

 
50,483

 
6,467

 
56,950

Economic net income
$
198,985

 
$
52,943

 
$
20,820

 
$
272,748

 
$
(93,303
)
 
$
179,445

Realized income
$
176,778

 
$
80,735

 
$
20,148

 
$
277,661

 
$
(97,534
)
 
$
180,127


The following table presents the financial results for the Company’s operating segments, as well as the OMG, for the six months ended June 30, 2017 :
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Group
 
Private Equity Group
 
Real
Estate Group
 
Total
Segments
 
OMG
 
Total
Management fees (Credit Group includes ARCC Part I Fees of $52,400)
$
234,001

 
$
96,246

 
$
32,094

 
$
362,341

 
$

 
$
362,341

Other fees
10,166

 
678

 
10

 
10,854

 

 
10,854

Compensation and benefits
(96,863
)
 
(31,606
)
 
(19,450
)
 
(147,919
)
 
(56,537
)
 
(204,456
)
General, administrative and other expenses
(16,089
)
 
(8,543
)
 
(5,822
)
 
(30,454
)
 
(38,175
)
 
(68,629
)
Fee related earnings
131,215

 
56,775

 
6,832

 
194,822

 
(94,712
)
 
100,110

Performance fees—realized
16,661

 
64,780

 
1,494

 
82,935

 

 
82,935

Performance fees—unrealized
8,029

 
260,984

 
43,877

 
312,890

 

 
312,890

Performance fee compensation—realized
(7,183
)
 
(50,914
)
 
(177
)
 
(58,274
)
 

 
(58,274
)
Performance fee compensation—unrealized
(7,537
)
 
(209,526
)
 
(27,070
)
 
(244,133
)
 

 
(244,133
)
Net performance fees
9,970

 
65,324

 
18,124

 
93,418

 

 
93,418

Investment income—realized
2,843

 
3,296

 
2,156

 
8,295

 
3,199

 
11,494

Investment income (loss)—unrealized
1,139

 
33,900

 
690

 
35,729

 
(4,135
)
 
31,594

Interest and other investment income
2,939

 
2,135

 
1,353

 
6,427

 
1,099

 
7,526

Interest expense
(5,523
)
 
(2,910
)
 
(861
)
 
(9,294
)
 
(939
)
 
(10,233
)
Net investment income (loss)
1,398

 
36,421

 
3,338

 
41,157

 
(776
)
 
40,381

Performance related earnings
11,368

 
101,745

 
21,462

 
134,575

 
(776
)
 
133,799

Economic net income
$
142,583

 
$
158,520

 
$
28,294

 
$
329,397

 
$
(95,488
)
 
$
233,909

Realized income
$
143,126

 
$
72,496

 
$
9,769

 
$
225,391

 
$
(91,551
)
 
$
133,840




48

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following table presents the components of the Company’s operating segments’ revenue, expenses and other income (expense):
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Segment Revenues
 
 
 
 
 
 
 
Management fees (includes ARCC Part I Fees of $29,866, $58,283 and $19,143, $52,400 for the three and six months ended June 30, 2018 and 2017, respectively)
$
202,304

 
$
185,560

 
$
399,130

 
$
362,341

Other fees
7,221

 
6,020

 
13,294

 
10,854

Performance income—realized
122,608

 
74,130

 
145,715

 
82,935

Performance income—unrealized
(124,343
)
 
263,629

 
(89,225
)
 
312,890

Total segment revenues
$
207,790

 
$
529,339

 
$
468,914

 
$
769,020

Segment Expenses
 
 
 
 
 
 
 
Compensation and benefits
$
79,332

 
$
73,262

 
$
156,450

 
$
147,919

General, administrative and other expenses
17,607

 
15,484

 
33,709

 
30,454

Performance related compensation—realized
87,881

 
52,973

 
102,750

 
58,274

Performance related compensation—unrealized
(100,886
)
 
208,732

 
(89,877
)
 
244,133

Total segment expenses
$
83,934

 
$
350,451

 
$
203,032

 
$
480,780

Other Income (Expense)
 
 
 
 
 
 
 
Investment income—realized
$
9,361

 
$
5,615

 
$
14,153

 
$
8,295

Investment income (loss)—unrealized
1,382

 
23,038

 
(4,269
)
 
35,729

Interest and other investment income
5,249

 
6,475

 
8,791

 
6,427

Interest expense
(5,488
)
 
(4,891
)
 
(11,809
)
 
(9,294
)
Total segment other income
$
10,504

 
$
30,237

 
$
6,866

 
$
41,157


The following table reconciles segment revenue to Ares consolidated revenues:
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Total segment revenue
$
207,790

 
$
529,339

 
$
468,914

 
$
769,020

Revenue of Consolidated Funds eliminated in consolidation
(25,123
)
 
(169
)
 
(30,233
)
 
(18,357
)
Administrative fees(1)
6,770

 
9,132

 
13,182

 
18,738

Performance income reclass(2)
31

 
(217
)
 
1,006

 
(241
)
Principal investment income
14,722

 
34,166

 
17,430

 
47,335

Revenue of non-controlling interests in consolidated
subsidiaries(3)
(27
)
 
(54
)
 
(47
)
 
(54
)
Total consolidated adjustments and reconciling items
(3,627
)
 
42,858

 
1,338

 
47,421

Total consolidated revenue
$
204,163

 
$
572,197

 
$
470,252


$
816,441

 
(1)
Represents administrative fees that are presented in administrative, transaction and other fees in the Company’s Condensed Consolidated Statements of Operations and are netted against the respective expenses for segment reporting.
(2)
Related to performance income for AREA Sponsor Holdings LLC, an investment pool. Changes in value of this investment are reflected within other income (expense) in the Company’s Condensed Consolidated Statements of Operations.
(3)
Adjustments for administrative fees reimbursed attributable to certain of our joint venture partners.

49

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following table reconciles segment expenses to Ares consolidated expenses:
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Total segment expenses
$
83,934

 
$
350,451

 
$
203,032

 
$
480,780

Expenses of Consolidated Funds added in consolidation
47,382

 
8,825

 
56,011

 
19,334

Expenses of Consolidated Funds eliminated in consolidation
(12,270
)
 
(4,303
)
 
(19,583
)
 
(10,901
)
Administrative fees(1)
6,770

 
9,132

 
13,182

 
18,738

OMG expenses
50,548

 
49,446

 
99,770

 
94,712

Acquisition and merger-related expenses
47

 
724

 
(272
)
 
276,060

Equity compensation expense
22,507

 
18,917

 
43,594

 
34,006

Placement fees and underwriting costs
1,852

 
6,383

 
3,516

 
9,822

Amortization of intangibles
3,285

 
5,274

 
6,572

 
10,549

Depreciation expense
4,426

 
2,774

 
8,315

 
5,990

Other expenses(3)
11,836

 

 
11,836

 

Expenses of non-controlling interests in consolidated subsidiaries(2)
700

 
574

 
1,327

 
574

Total consolidation adjustments and reconciling items
137,083

 
97,746

 
224,268

 
458,884

Total consolidated expenses
$
221,017

 
$
448,197

 
$
427,300


$
939,664

 
(1)
Represents administrative fees that are presented in administrative, transaction and other fees in the Company’s Condensed Consolidated Statements of Operations and are netted against the respective expenses for segment reporting.
(2)
Costs being borne by certain of our joint venture partners.
(3)
Includes $11.8 million payment to ARCC for rent and utilities for the years ended 2017, 2016, 2015 and 2014, and the first quarter of 2018.

The following table reconciles segment other income (expense) to Ares consolidated other income:
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Total segment other income
$
10,504

 
$
30,237

 
$
6,866

 
$
41,157

Other income (expense) from Consolidated Funds added in consolidation, net
69,193

 
(3,150
)
 
76,445

 
35,295

Other expense from Consolidated Funds eliminated in consolidation, net
993

 
(410
)
 
534

 
(433
)
Other income of non-controlling interests in consolidated subsidiaries
8

 
5

 
15

 
5

OMG other income (expense)
3,699

 
(1,626
)
 
6,467

 
(776
)
Performance income reclass(1)
(31
)
 
217

 
(1,006
)
 
241

Principal investment income
(14,722
)
 
(34,166
)
 
(17,430
)
 
(47,335
)
Changes in value of contingent consideration

 
(32
)
 

 
20,216

Other non-cash expense
(1,715
)
 

 
(1,722
)
 

Offering costs
(3
)
 
5

 
(3
)
 
(655
)
Total consolidation adjustments and reconciling items
57,422

 
(39,157
)
 
63,300

 
6,558

Total consolidated other income
$
67,926

 
$
(8,920
)
 
$
70,166


$
47,715

 
(1)
Related to performance income for AREA Sponsor Holdings LLC. Changes in value of this investment are reflected within other (income) expense in the Company’s Condensed Consolidated Statements of Operations.



50

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




The following table presents the reconciliation of income before taxes as reported in the Condensed Consolidated Statements of Operations to segment results of ENI, RI, FRE and PRE:
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Economic net income
 
 
 
 
 
 
 
Income (loss) before taxes
$
51,072

 
$
115,080

 
$
113,118

 
$
(75,508
)
Adjustments:
 
 
 
 
 
 
 
Amortization of intangibles
3,285

 
5,274

 
6,572

 
10,549

Depreciation expense
4,426

 
2,774

 
8,315

 
5,990

Equity compensation expenses
22,507

 
18,917

 
43,594

 
34,006

Acquisition and merger-related expenses
47

 
756

 
(272
)
 
255,844

Placement fees and underwriting costs
1,852

 
6,383

 
3,516

 
9,822

OMG expenses, net
46,849

 
51,072

 
93,303

 
95,488

Offering costs
3

 
(5
)
 
3

 
655

Other expense(2)
13,551

 

 
13,558

 

Expense of non-controlling interests in consolidated subsidiaries(1)
719

 
623

 
1,359

 
623

(Income) loss before taxes of non-controlling interests in Consolidated Funds, net of eliminations
(9,951
)
 
8,251

 
(10,318
)
 
(8,072
)
Total consolidation adjustments and reconciling items
83,288

 
94,045


159,630


404,905

Economic net income
134,360

 
209,125


272,748


329,397

Total performance income - unrealized
124,343

 
(263,629
)
 
89,225

 
(312,890
)
Total performance related compensation - unrealized
(100,886
)
 
208,732

 
(89,877
)
 
244,133

Total investment (income) loss - unrealized
(9
)
 
(25,715
)
 
5,565

 
(35,249
)
Realized income
157,808

 
128,513

 
277,661

 
225,391

Total performance income - realized
(122,608
)
 
(74,130
)
 
(145,715
)
 
(82,935
)
Total performance related compensation - realized
87,881

 
52,973

 
102,750

 
58,274

Total investment income - realized
(10,495
)
 
(4,522
)
 
(12,431
)
 
(5,908
)
Fee related earnings
112,586

 
102,834


222,265


194,822

Performance related earnings
 
 
 
 
 
 
 
Economic net income
$
134,360

 
$
209,125


$
272,748


$
329,397

Less: fee related earnings
(112,586
)
 
(102,834
)

(222,265
)

(194,822
)
Performance related earnings
$
21,774


$
106,291


$
50,483


$
134,575

 
(1)
Adjustments for administrative fees reimbursed and other revenue items attributable to certain of our joint venture partners.
(2)
Includes $11.8 million payment to ARCC for rent and utilities for the years ended 2017, 2016, 2015 and 2014, and the first quarter of 2018.

51

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




15. CONSOLIDATION

Investments in Consolidated Variable Interest Entities  
The Company consolidates entities in which the Company has a variable interest and, as the general partner or investment manager, has both the power to direct the most significant activities and a potentially significant economic interest. Investments in the consolidated VIEs are reported at their carrying value, which approximates fair value, and represents the Company’s maximum exposure to loss.
Investments in Non-Consolidated Variable Interest Entities
The Company holds interests in certain VIEs that are not consolidated as the Company is not the primary beneficiary. The Company's interest in such entities generally is in the form of direct equity interests, fixed fee arrangements or both. The maximum exposure to loss represents the potential loss of assets by the Company relating to these non-consolidated entities. Investments in the non-consolidated VIEs are carried at fair value.
The Company's interests and the Consolidated Funds' interests in consolidated and non-consolidated VIEs, as presented in the Condensed Consolidated Statements of Financial Condition, and their respective maximum exposure to loss relating to non-consolidated VIEs are as follows:
 
As of June 30,
 
As of December 31,
 
2018
 
2017
Maximum exposure to loss attributable to the Company's investment in non-consolidated VIEs
$
241,231

 
$
251,376

Maximum exposure to loss attributable to the Company's investment in consolidated VIEs
190,400

 
175,620

Assets of consolidated VIEs
8,059,640

 
6,231,245

Liabilities of consolidated VIEs
7,302,896

 
5,538,054

 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Net income (loss) attributable to non-controlling interests related to consolidated VIEs
$
9,882

 
$
(8,647
)
 
$
10,249

 
$
7,208



52

Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




CONSOLIDATING SCHEDULES
The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company's financial condition as of June 30, 2018 and December 31, 2017 and results from operations for the three and six months ended June 30, 2018 and  2017 .  
 
As of June 30, 2018
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations 
 
Consolidated 
Assets
 

 
 

 
 

 
 

Cash and cash equivalents
$
125,448

 
$

 
$

 
$
125,448

Investments ($985,035 of accrued carried interest)
1,656,647

 

 
(190,400
)
 
1,466,247

Due from affiliates
179,200

 

 
(6,772
)
 
172,428

Deferred tax asset, net
42,942

 

 

 
42,942

Other assets
100,183

 

 

 
100,183

Intangible assets, net
33,999

 

 

 
33,999

Goodwill
143,848

 

 

 
143,848

Assets of Consolidated Funds
 

 
 

 
 

 


Cash and cash equivalents

 
836,274

 

 
836,274

Investments, at fair value

 
6,968,067

 

 
6,968,067

Due from affiliates

 
13,704

 

 
13,704

Dividends and interest receivable

 
14,634

 

 
14,634

Receivable for securities sold

 
225,764

 

 
225,764

Other assets

 
1,197

 

 
1,197

Total assets
$
2,282,267

 
$
8,059,640

 
$
(197,172
)
 
$
10,144,735

Liabilities
 

 
 

 
 

 
 

Accounts payable, accrued expenses and other liabilities
$
73,227

 
$

 
$

 
$
73,227

Accrued compensation
87,254

 

 

 
87,254

Due to affiliates
62,344

 

 

 
62,344

Performance related compensation payable
730,782

 

 

 
730,782

Debt obligations
370,628

 

 

 
370,628

Liabilities of Consolidated Funds
 

 
 

 
 

 


Accounts payable, accrued expenses and other liabilities

 
69,040

 

 
69,040

Due to affiliates

 
6,772

 
(6,772
)
 

Payable for securities purchased

 
744,534

 

 
744,534

CLO loan obligations, at fair value

 
6,344,112

 
(10,873
)
 
6,333,239

Fund borrowings

 
138,438

 

 
138,438

Total liabilities
1,324,235

 
7,302,896

 
(17,645
)
 
8,609,486

Commitments and contingencies


 


 


 


Preferred equity (12,400,000 shares issued and outstanding)
298,761

 

 

 
298,761

Non-controlling interest in Consolidated Funds

 
756,744

 
(179,527
)
 
577,217

Non-controlling interest in Ares Operating Group entities
316,048

 

 

 
316,048

Controlling interest in Ares Management, L.P.:
 

 
 

 
 

 


Shareholders' equity (98,398,340 shares issued and outstanding)
349,981

 

 

 
349,981

Accumulated other comprehensive loss, net of tax
(6,758
)
 

 

 
(6,758
)
Total controlling interest in Ares Management, L.P.
343,223

 

 

 
343,223

Total equity
958,032


756,744


(179,527
)

1,535,249

Total liabilities and equity
$
2,282,267


$
8,059,640


$
(197,172
)

$
10,144,735


53

Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




 
As of December 31, 2017
 
As adjusted
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations
 
Consolidated 
Assets
 
 
 

 
 

 
 

Cash and cash equivalents
$
118,929

 
$

 
$

 
$
118,929

Investments ($1,077,236 of accrued carried interest)
1,900,191

 

 
(175,620
)
 
1,724,571

Due from affiliates
171,701

 

 
(5,951
)
 
165,750

Deferred tax asset, net
8,326

 

 

 
8,326

Other assets
135,674

 

 
(5,333
)
 
130,341

Intangible assets, net
40,465

 

 

 
40,465

Goodwill
143,895

 

 

 
143,895

Assets of Consolidated Funds
 
 
 

 
 

 


Cash and cash equivalents

 
556,500

 

 
556,500

Investments, at fair value

 
5,582,842

 

 
5,582,842

Due from affiliates

 
15,884

 

 
15,884

Dividends and interest receivable

 
12,568

 

 
12,568

Receivable for securities sold

 
61,462

 

 
61,462

Other assets

 
1,989

 

 
1,989

Total assets
$
2,519,181


$
6,231,245


$
(186,904
)

$
8,563,522

Liabilities
 
 
 

 
 

 
 

Accounts payable, accrued expenses and other liabilities
$
81,955

 
$

 
$

 
$
81,955

Accrued compensation
27,978

 

 

 
27,978

Due to affiliates
39,184

 

 

 
39,184

Performance related compensation payable
822,084

 

 

 
822,084

Debt obligations
616,176

 

 

 
616,176

Liabilities of Consolidated Funds
 
 
 

 
 

 


Accounts payable, accrued expenses and other liabilities

 
64,316

 

 
64,316

Due to affiliates

 
11,285

 
(11,285
)
 

Payable for securities purchased

 
350,145

 

 
350,145

CLO loan obligations, at fair value

 
4,974,110

 
(10,916
)
 
4,963,194

Fund borrowings

 
138,198

 

 
138,198

Total liabilities
1,587,377


5,538,054


(22,201
)

7,103,230

Commitments and contingencies


 


 


 


Preferred equity (12,400,000 shares issued and outstanding)
298,761

 

 

 
298,761

Non-controlling interest in Consolidated Funds

 
693,191

 
(164,703
)
 
528,488

Non-controlling interest in Ares Operating Group entities
358,186

 

 

 
358,186

Controlling interest in Ares Management, L.P.:
 

 
 

 
 

 
 

Shareholders' equity (82,280,033 shares issued and outstanding)
279,065

 

 

 
279,065

Accumulated other comprehensive loss, net of tax
(4,208
)
 

 

 
(4,208
)
Total controlling interest in Ares Management, L.P.
274,857

 

 

 
274,857

Total equity
931,804


693,191


(164,703
)

1,460,292

Total liabilities and equity
$
2,519,181


$
6,231,245


$
(186,904
)
 
$
8,563,522


 

54

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




 
For the Three Months Ended June 30, 2018
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations 
 
Consolidated 
Revenues
 

 
 

 
 

 
 

Management fees (includes ARCC Part I Fees of $29,866)
$
202,304

 
$

 
$
(8,272
)
 
$
194,032

Carried interest allocation
(13,444
)
 


 

 
(13,444
)
Incentive fees
11,740

 


 
(4,000
)
 
7,740

Principal investment income
14,722

 

 
(12,851
)
 
1,871

Administrative, transaction and other fees
13,964

 

 

 
13,964

Total revenues
229,286




(25,123
)

204,163

Expenses
 

 
 

 
 

 
 
Compensation and benefits
138,992

 

 

 
138,992

Performance related compensation
(13,005
)
 

 

 
(13,005
)
General, administrative and other expense
59,918

 

 

 
59,918

Expenses of the Consolidated Funds

 
47,382

 
(12,270
)
 
35,112

Total expenses
185,905


47,382


(12,270
)

221,017

Other income (expense)
 

 
 

 
 

 
 
Net realized and unrealized gain on investments
4,438

 

 
(1,171
)
 
3,267

Interest and dividend income
2,356

 

 

 
2,356

Interest expense
(6,076
)
 

 

 
(6,076
)
Other expense, net
(2,978
)
 

 
991

 
(1,987
)
Net realized and unrealized gain on investments of the Consolidated Funds

 
33,819

 
668

 
34,487

Interest and other income of the Consolidated Funds

 
92,633

 

 
92,633

Interest expense of the Consolidated Funds

 
(57,259
)
 
505

 
(56,754
)
Total other income (expense)
(2,260
)

69,193


993


67,926

Income before taxes
41,121


21,811


(11,860
)

51,072

Income tax expense
36,834

 
69

 

 
36,903

Net income
4,287


21,742


(11,860
)

14,169

Less: Net income attributable to non-controlling interests in Consolidated Funds

 
21,742

 
(11,860
)
 
9,882

Less: Net income attributable to non-controlling interests in Ares Operating Group entities
16,062

 

 

 
16,062

Net loss attributable to Ares Management, L.P.
(11,775
)





(11,775
)
Less: Preferred equity dividend paid
5,425

 

 

 
5,425

Net loss attributable to Ares Management, L.P. common shareholders
$
(17,200
)

$


$


$
(17,200
)

55

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




 
For the Three Months Ended June 30, 2017
 
As adjusted
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations 
 
Consolidated 
Revenues
 

 
 

 
 

 
 

Management fees (includes ARCC Part I Fees of $19,143)
$
185,560

 
$

 
$
(4,792
)
 
$
180,768

Carried interest allocation
333,814

 

 
(6
)
 
333,808

Incentive fees
3,728

 

 
488

 
4,216

Principal investment income
34,166

 

 
4,141

 
38,307

Administrative, transaction and other fees
15,098

 

 

 
15,098

Total revenues
572,366




(169
)

572,197

Expenses
 

 
 

 
 

 
 
Compensation and benefits
131,219

 

 

 
131,219

Performance related compensation
261,705

 

 

 
261,705

General, administrative and other expense
50,751

 

 

 
50,751

Expenses of the Consolidated Funds

 
8,825

 
(4,303
)
 
4,522

Total expenses
443,675


8,825


(4,303
)

448,197

Other income (expense)
 

 
 

 
 

 
 
Net realized and unrealized loss on investments
(5,044
)
 

 
(1,544
)
 
(6,588
)
Interest and dividend income
2,216

 

 
(754
)
 
1,462

Interest expense
(5,354
)
 

 

 
(5,354
)
Other income, net
2,822

 

 

 
2,822

Net realized and unrealized gain on investments of the Consolidated Funds

 
953

 
(13,666
)
 
(12,713
)
Interest and other income of the Consolidated Funds

 
38,326

 

 
38,326

Interest expense of Consolidated Funds

 
(42,429
)
 
15,554

 
(26,875
)
Total other expense
(5,360
)
 
(3,150
)
 
(410
)
 
(8,920
)
Income (loss) before taxes
123,331


(11,975
)

3,724


115,080

Income tax expense
857

 
396

 

 
1,253

Net income (loss)
122,474

 
(12,371
)
 
3,724

 
113,827

Less: Net loss attributable to non-controlling interests in Consolidated Funds

 
(12,371
)
 
3,724

 
(8,647
)
Less: Net income attributable to non-controlling interests in Ares Operating Group entities
72,596

 

 

 
72,596

Net income attributable to Ares Management, L.P.
49,878






49,878

Less: Preferred equity dividend paid
5,425

 

 

 
5,425

Net income attributable to Ares Management, L.P. common shareholders
$
44,453


$


$


$
44,453

 

56

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




 
For the Six Months Ended June 30, 2018
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations 
 
Consolidated 
Revenues
 

 
 

 
 

 
 

Management fees (includes ARCC Part I Fees of $58,283)
$
399,130

 
$

 
$
(15,583
)
 
$
383,547

Carried interest allocation
40,685

 

 

 
40,685

Incentive fees
16,811

 

 
(4,000
)
 
12,811

Principal investment income
17,430

 

 
(10,650
)
 
6,780

Administrative, transaction and other fees
26,429

 

 

 
26,429

Total revenues
500,485




(30,233
)

470,252

Expenses
 

 
 

 
 

 
 
Compensation and benefits
273,631

 

 

 
273,631

Performance related compensation
12,873

 

 

 
12,873

General, administrative and other expense
104,368

 

 

 
104,368

Expenses of the Consolidated Funds

 
56,011

 
(19,583
)
 
36,428

Total expenses
390,872


56,011


(19,583
)

427,300

Other income (expense)
 

 
 

 
 

 
 
Net realized and unrealized gain on investments
3,260

 

 
(832
)
 
2,428

Interest and dividend income
5,703

 

 

 
5,703

Interest expense
(12,945
)
 

 

 
(12,945
)
Other expense, net
(2,831
)
 

 
533

 
(2,298
)
Net realized and unrealized gain on investments of the Consolidated Funds

 
21,367

 
35

 
21,402

Interest and other income of the Consolidated Funds

 
157,055

 

 
157,055

Interest expense of consolidated Funds

 
(101,977
)
 
798

 
(101,179
)
Total other income (expense)
(6,813
)

76,445


534


70,166

Income before taxes
102,800


20,434


(10,116
)

113,118

Income tax expense
24,459

 
69

 

 
24,528

Net income
78,341


20,365


(10,116
)

88,590

Less: Net income attributable to non-controlling interests in Consolidated Funds

 
20,365

 
(10,116
)
 
10,249

Less: Net income attributable to non-controlling interests in Ares Operating Group entities
49,168

 

 

 
49,168

Net income attributable to Ares Management, L.P.
29,173






29,173

Less: Preferred equity dividend paid
10,850

 

 

 
10,850

Net income attributable to Ares Management, L.P. common shareholders
$
18,323


$


$


$
18,323




57

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




 
For the Six Months Ended June 30, 2017
 
As Adjusted
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations 
 
Consolidated 
Revenues
 

 
 

 
 

 
 

Management fees (includes ARCC Part I Fees of $52,400)
$
362,341

 
$

 
$
(9,528
)
 
$
352,813

Carried interest allocation
386,829

 

 
(1,014
)
 
385,815

Incentive fees
8,755

 

 
(1,374
)
 
7,381

Principal investment income
47,335

 

 
(6,441
)
 
40,894

Administrative, transaction and other fees
29,538

 

 

 
29,538

Total revenues
834,798

 

 
(18,357
)
 
816,441

Expenses
 

 
 

 
 

 
 
Compensation and benefits
255,558

 

 

 
255,558

Performance related compensation
302,407

 

 

 
302,407

General, administrative and other expense
98,089

 

 

 
98,089

Transaction support expense
275,177

 

 

 
275,177

Expenses of the Consolidated Funds

 
19,334

 
(10,901
)
 
8,433

Total expenses
931,231

 
19,334

 
(10,901
)
 
939,664

Other income (expense)
 

 
 

 
 

 
 
Net realized and unrealized loss on investments
(1,291
)
 

 
(4,409
)
 
(5,700
)
Interest and dividend income
5,059

 

 
(1,673
)
 
3,386

Interest expense
(10,233
)
 

 

 
(10,233
)
Other income, net
19,318

 

 

 
19,318

Net realized and unrealized gain on investments of the Consolidated Funds

 
31,392

 
(12,069
)
 
19,323

Interest and other income of the Consolidated Funds

 
79,818

 

 
79,818

Interest expense of Consolidated Funds

 
(75,915
)
 
17,718

 
(58,197
)
Total other income
12,853

 
35,295

 
(433
)
 
47,715

Income (loss) before taxes
(83,580
)
 
15,961

 
(7,889
)
 
(75,508
)
Income tax expense (benefit)
(33,875
)
 
864

 

 
(33,011
)
Net income (loss)
(49,705
)
 
15,097

 
(7,889
)
 
(42,497
)
Less: Net income attributable to non-controlling interests in Consolidated Funds

 
15,097

 
(7,889
)
 
7,208

Less: Net loss attributable to non-controlling interests in Ares Operating Group entities
(58,449
)
 

 

 
(58,449
)
Net income attributable to Ares Management, L.P.
8,744

 

 

 
8,744

Less: Preferred equity dividend paid
10,850

 

 

 
10,850

Net loss attributable to Ares Management, L.P. common shareholders
$
(2,106
)

$


$


$
(2,106
)


58

Table of Contents
Ares Management, L.P.
Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)




16. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after June 30, 2018 through the date the condensed consolidated financial statements were issued. During this period the Company had the following material subsequent events that require disclosure:
In July 2018 , the board of directors of the Company's general partner declared a quarterly dividend of $0.28 per common share to common shareholders of record at the close of business on September 14, 2018 , with a payment date of September 28, 2018 .

In July 2018 , the board of directors of the Company's general partner declared a quarterly dividend of $0.4375 per preferred equity share to preferred equity shareholders of record at the close of business on September 15, 2018 , with a payment date of September 30, 2018 .

In July 2018, the board of directors of the Company's general partner authorized the repurchase, from time to time in open market purchases, privately negotiated transactions or otherwise, of the Company's Preferred Equity with an aggregate liquidation preference of up to $50.0 million . Such purchases, if any, will depend on the prevailing market conditions and other factors.




59

Table of Contents

Item 2.  Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
Ares Management, L.P. is a Delaware limited partnership treated as a corporation for U.S. federal income tax purposes , formed on November 15, 2013. Unless the context otherwise requires, references to “we,” “us,” “our,” “the Partnership” and “the Company” are intended to mean the business and operations of Ares Management, L.P. and its consolidated subsidiaries. The following discussion analyzes the financial condition and results of operations of the Partnership. “Consolidated Funds” refers collectively to certain Ares‑affiliated funds, related co‑ investment entities and certain CLOs that are required under generally accepted accounting principles in the United States (“GAAP”) to be consolidated in our condensed consolidated financial statements included in this Quarterly Report on Form 10‑Q. Additional terms used by the Company are defined in the Glossary and throughout the Management's Discussion and Analysis in this Quarterly Report on Form 10-Q.
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes included in this Quarterly Report on Form 10‑Q and the audited consolidated financial statements and the related notes included in the 2017 Annual Report on Form 10-K of Ares Management, L.P.
Amounts and percentages presented throughout our discussion and analysis of financial condition and results of operations may reflect rounded results in thousands (unless otherwise indicated) and consequently, totals may not appear to sum.

Our Business
We are a leading global alternative asset manager that operates through three distinct but complementary investment groups, which are our reportable segments. Our reportable segments are Credit Group, Private Equity Group and Real Estate Group. For a detailed description of our reportable segments, see Note 14, “Segment Reporting,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. During the six months ended June 30, 2018 , we reclassified certain expenses from OMG to our operating segments. Historical results have been modified to conform to the current period presentation.
The focus of our business model is to provide our investment management capabilities through various funds and products that meet the needs of a wide range of institutional and retail investors. Our revenues primarily consist of management fees, carried interest allocation, incentive fees, as well as principal investment income and administrative expense reimbursements and transaction fees. Management fees are generally based on a defined percentage of average fair value of assets, total commitments, invested capital, net asset value, net investment income or par value of the investment portfolios we manage. Carried interest allocation and incentive fees are based on certain specific hurdle rates as defined in the funds' applicable investment management or partnership agreements. Carried interest allocation and incentive fees are collectively referred to as performance income in our segment results and non-GAAP measures. Principal investment income consists of interest and dividend income and net realized and unrealized gain (loss) from the equity method investments that we manage. Other income (expense) typically represents investment income, realized gains (losses) and unrealized appreciation (depreciation) resulting from equity method investments that we do not mange, investments in collateralized loan obligations and common stock as well as investments of the Consolidated Funds. Interest expense is also included within other income (expense). We provide administrative services to certain of our affiliated funds that are presented within administrative, transaction and other fees for GAAP reporting, but are presented net of respective expenses for segment reporting purposes. We also receive transaction fees from certain affiliated funds for activities related to fund transactions, such as loan originations. In accordance with GAAP, we are required to consolidate those funds in which we hold a significant economic interest and substantive control rights. However, for segment reporting purposes, we present revenues and expenses on a combined segment basis, which shows the results of our reportable segments without giving effect to the consolidation of the funds. Accordingly, our segment revenues consist of management fees, other income, realized and unrealized performance income, and net investment income. Our segment expenses consist of compensation and benefits, net of administrative fees, general, administrative and other expenses, net of administrative fees, as well as realized and unrealized performance related compensation.
Trends Affecting Our Business
We believe that our disciplined investment philosophy across our three distinct but complementary investment groups contributes to the stability of our firm’s performance throughout market cycles. Additionally, approximately 71% of our assets under management were in funds with a contractual life of three years or more and approximately 44% were in funds with a contractual life of seven years or more. As of June 30, 2018 , our funds have a stable base of committed capital enabling us to invest in assets with a long-term focus over different points in a market cycle and to take advantage of market volatility. However, our results of operations, including the fair value of our AUM, are affected by a variety of factors, including conditions in the global financial markets and the economic and political environments, particularly in the United States and Western Europe.

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U.S. credit markets were strong in the second quarter of 2018 as a strong fundamental backdrop offset volatility from global trade concerns. The U.S. economy remained fundamentally sound with indicators signaling continued economic expansion and strengthening of the labor market. The Institute for Supply Management PMI increased in the quarter with June’s reading of 60.2 marking the 22nd consecutive month the index increased at an accelerating rate. The unemployment rate remained low throughout the quarter with May’s reading of 3.8% being the lowest level reported since April 2000. Strong indicators on the growth and labor fronts have factored into GDP growth expectations with the New York Federal Reserve Bank predicting the economy will accelerate beyond the 2.2% reported by the Bureau of Economic Analysis for the first quarter of 2018. Corporate earnings contributed to the strong fundamental backdrop as well with S&P 500 companies reporting earnings growth of 24.8% per data released by FactSet. CSLLI, a leveraged loan index, returned 0.78% while ICE BAML High Yield Master II Index, a high yield bonds index, returned 1.0% for the second quarter of 2018. While strong returns were curtailed from intra-quarter peaks as sentiment regarding global trade policy and varying technical factors, an influx of acquisition-related issuance for leveraged loans and interest rate volatility for high yield bonds momentarily weighed on asset prices.
European credit markets diverged from their U.S. counterparts in the second quarter of 2018 as a mixed macroeconomic backdrop, global trade policy and geopolitical developments weighed on investor sentiment in the region. While investors were hopeful that momentum from 2017 would continue, growth estimates for 2018 were reduced from 2.4% to 2.1% by the European Central Bank (“ECB”) in June. Inflation trends in the region were strong, albeit volatile, during the quarter as a decline in April was followed by increases in May and June, culminating with the ECB’s 2% target being reached at quarter-end. Regarding trade policy, tariffs imposed by the U.S. on European steel and aluminum concerned capital market participants as large industries such as the German auto sector, which comprises 14% of Germany’s DAX benchmark index, could be impacted. Political instability persisted in the region as well and was a contributor to the ECB’s reduced growth expectations as developments in Italy and Spain were met with negative sentiment by capital market participants. For the quarter, Credit Suisse Western European Leveraged Loan Index and ICE BAML European Currency High Yield Index had negative returns of 0.07%, and 1.03%, respectively. While negative, business confidence in the region remains positive and trends in the labor market, the May unemployment rate of 8.5% was the lowest level in the Eurozone since December 2008, suggest recent headwinds for the region may not persist.
In the U.S., the S&P 500 Index increased by 3.4% in the second quarter of 2018, following a decrease of 0.8% in the first quarter of 2018. Overall performance still remains strong with a total return of 2.7% in the first half of 2018 and 14.4% over the last twelve months. Outside the U.S., global equity markets declined during the second quarter of 2018 with the MSCI All Country World ex USA Index decreased 2.6% bringing its year to date decline to 3.8%.
These markets and economies have created opportunities, particularly for the Credit Group’s direct lending and liquid alternative credit strategies, which utilize flexible investment mandates to manage portfolios through market cycles. As market conditions shift and default risk and interest rate risk come under greater focus, having the ability to move up and down the capital structure enables the Credit Group to reduce risk and enhance returns. Similarly, given our broad capabilities in leveraged loans, such flexibility enables our Credit Group to reduce sensitivities to changing interest rates by increasing allocations to floating rate leveraged loans. On a market value basis, approximately 78% of the debt assets within our Credit Group are floating rate instruments, which we believe helps mitigate volatility associated with changes in interest rates.
Notwithstanding the potential opportunities represented by market volatility, future earnings, cash flows, dividend payments and distributions are affected by a range of factors, including realizations of our funds’ investments, which are subject to significant fluctuations from period to period.
Change in Our Tax Status Election
Effective March 1, 2018, we filed an election with the Internal Revenue Service (“IRS”) to be treated as a corporation for U.S. federal income tax purposes (collectively, the “Tax Election”). Although we are treated as a corporation for U.S. federal income tax purposes, we remain a limited partnership under state law. In connection with the Tax Election, we amended and restated our partnership agreement to, among other things, reflect our new tax classification and change the name of our common units and preferred units to common shares and preferred shares, respectively. The terms of such common shares and preferred shares, and the associated rights, otherwise remain unchanged.
Asset managers structured as pass-through entities for income tax purposes have historically traded at substantial discounts to asset managers taxed as corporations. Further, we believe that our pass-through tax structure has historically limited our investor universe due to complexities related to this structure. The Tax Election is intended to simplify our tax structure and expand our eligible investor universe and, in turn, enhance our liquidity and trading volume, which may, among other things, provide us with a more liquid and attractive currency for potential strategic transactions to further long-term growth. Moreover, we historically have paid corporate level taxes on our fee related earnings, which has averaged over 80% of total fee income since our initial

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public offering. This fact, combined with a reduction in the statutory federal corporate tax rate from 35% to 21%, also presented compelling reasons to make the Tax Election. The impact of the Tax Election on our reported results is limited to increased tax expense on performance related earnings, which was previously classified as pass-through income. Taxes on performance related earnings consist of current taxes on realized performance income and deferred taxes on unrealized performance related earnings that may change in subsequent periods until such income is realized.
Consolidation and Deconsolidation of Ares Funds
Pursuant to GAAP, we consolidate the Consolidated Funds into our financial results as presented in this Quarterly Report on Form 10‑Q. These funds represented approximately 6.9% of our AUM as of June 30, 2018 3.9% of our management fees and 7.0% of our performance income for the six months ended June 30, 2018 . As of June 30, 2018 , we consolidated 12 CLOs and nine private funds, and as of June 30, 2017 , we consolidated seven CLOs and nine private funds.
The consolidation of these funds significantly impacted interest and other income of Consolidated Funds, interest and other expenses of Consolidated Funds, net investment gains (losses) of Consolidated Funds and non-controlling interests in Consolidated Funds, among others, for the three and six months ended June 30, 2018 and 2017 . Further, the consolidation of these funds may impact our management fees, incentive fees and carried interest allocation reported under GAAP to the extent these are eliminated upon consolidation.  For the actual impact that consolidation had on our results, see the Consolidating Schedules within Note 15, “Consolidation”, to our condensed consolidated financial statements included herein.

The assets and liabilities of our Consolidated Funds are held within separate legal entities and, as a result, the liabilities of our Consolidated Funds are typically non-recourse to us. Generally, the consolidation of our Consolidated Funds has a significant gross-up effect on our assets, liabilities and cash flows but has no direct net effect on our attributed net income. The net economic ownership interests of our Consolidated Funds, to which we have no economic rights, are reflected as non-controlling interests in the Consolidated Funds in our condensed consolidated financial statements.
We generally deconsolidate funds we advise and CLOs when we are no longer deemed to have a controlling interest in the entity. During the six months ended June 30, 2018 , one entity was liquidated/dissolved, and no non-VIEs experienced a significant change in ownership or control that resulted in deconsolidation during the period.
The performance of our Consolidated Funds is not necessarily consistent with, or representative of, the combined performance trends of all of our funds.

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Managing Business Performance
Non‑GAAP Financial Measures
We use the following non-GAAP measures to assess and track our performance:
Economic Net Income (ENI)
Fee Related Earnings (FRE)
Performance Related Earnings (PRE)
Realized Income (RI)
The specific components and calculations of these non‑GAAP measures are discussed in greater detail in Note 14, “Segment Reporting,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10‑Q. These non‑GAAP financial measures supplement, and should be considered in addition to and not in lieu of, the results of operations, presented and discussed further under “Results of Operations—Consolidated Results of Operations,” which are prepared in accordance with GAAP. For a reconciliation of these measures to the most comparable measure in accordance with GAAP, see Note 14, “Segment Reporting,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10‑Q.
Operating Metrics
We monitor certain operating metrics that are common to the alternative asset management industry, which are discussed below.
Assets Under Management
AUM refers to the assets we manage. We view AUM as a metric to measure our investment and fundraising performance as it generally reflects assets at fair value plus available uncalled capital. For our funds other than CLOs, our AUM equals the sum of the following:
net asset value (“NAV”) of such funds;
the drawn and undrawn debt (at the fund‑level including amounts subject to restrictions); and
uncalled committed capital (including commitments to funds that have yet to commence their investment periods).
NAV refers to the fair value of all the assets of a fund less the fair value of all liabilities of the fund.
For funds that are CLOs, our AUM is equal to subordinated notes (equity) plus all drawn and undrawn debt tranches.
The tables below provide the period-to-period rollforwards of our total AUM by segment for the three months ended June 30, 2018 and 2017 (in millions):
 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total AUM
Balance at 3/31/2018
$
77,310

 
$
24,303

 
$
10,896

 
$
112,509

Net new par/equity commitments
9,359

 
350

 
307

 
10,016

Net new debt commitments
1,990

 

 

 
1,990

Distributions
(1,800
)
 
(1,039
)
 
(240
)
 
(3,079
)
Change in fund value
(1
)
 
(12
)
 
(53
)
 
(66
)
Balance at 6/30/2018
$
86,858

 
$
23,602

 
$
10,910

 
$
121,370

Average AUM(1)
$
82,085

 
$
23,953

 
$
10,904

 
$
116,942


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Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total AUM
Balance at 3/31/2017
$
65,231

 
$
24,653

 
$
9,941

 
$
99,825

Net new par/equity commitments
2,083

 
281

 
502

 
2,866

Net new debt commitments
2,267

 

 
236

 
2,503

Distributions
(3,446
)
 
(660
)
 
(168
)
 
(4,274
)
Change in fund value
1,312

 
1,496

 
281

 
3,089

Balance at 6/30/2017
$
67,447

 
$
25,770

 
$
10,792

 
$
104,009

Average AUM(1)
$
66,341

 
$
25,212

 
$
10,368

 
$
101,921

 
(1) Represents the quarterly average of beginning and ending balances.

 
The tables below provide the period-to-period rollforwards of our total AUM by segment for the six months ended June 30, 2018 and 2017 (in millions):

 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total AUM
Balance at 12/31/2017
$
71,732

 
$
24,530

 
$
10,229

 
$
106,491

Net new par/equity commitments
12,459

 
363

 
1,164

 
13,986

Net new debt commitments
4,745

 

 

 
4,745

Distributions
(3,136
)
 
(1,321
)
 
(531
)
 
(4,988
)
Change in fund value
1,058

 
30

 
48

 
1,136

Balance at 6/30/2018
$
86,858

 
$
23,602

 
$
10,910

 
$
121,370

Average AUM(1)
$
78,634

 
$
24,145

 
$
10,679

 
$
113,458


 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total AUM
Balance at 12/31/2016
$
60,466

 
$
25,041

 
$
9,752

 
$
95,259

Acquisitions
3,605

 

 

 
3,605

Net new par/equity commitments
4,354

 
323

 
521

 
5,198

Net new debt commitments
2,736

 

 
509

 
3,245

Distributions
(5,656
)
 
(1,303
)
 
(375
)
 
(7,334
)
Change in fund value
1,942

 
1,709

 
385

 
4,036

Balance at 6/30/2017
$
67,447

 
$
25,770

 
$
10,792

 
$
104,009

Average AUM(1)
$
64,381

 
$
25,154

 
$
10,162

 
$
99,697

 
(1) Represents the quarterly average of beginning and ending balances.

Please refer to “— Results of Operations by Segment” for a more detailed presentation of AUM by segment for each of the periods presented.

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The graphs below present our Incentive Generating AUM and Incentive Eligible AUM by segment as of June 30, 2018 and 2017 (in millions):
CHART-5BD837B6528F518C81E.JPG CHART-011DB43927595795997.JPG
 
 
Credit
 
Private Equity
 
Real Estate
 

As of June 30, 2018 and 2017 , our available capital, which we refer to as dry powder, was $33.3 billion and $24.8 billion , respectively, primarily attributable to our funds in the Credit Group and the Private Equity Group.

Fee Paying Assets Under Management
The following components generally comprise our FPAUM:
The amount of limited partner, third party capital commitments and debt commitments eligible to pay management fees for certain closed-end funds within the reinvestment period in the Credit Group, funds in the Private Equity Group and certain private funds in the Real Estate Group;
The amount of limited partner invested capital for the aforementioned closed-end funds beyond the reinvestment period as well as the structured assets funds in the Credit Group, certain managed accounts within their reinvestment period, the mezzanine fund in the Credit Group, European commingled funds in the Credit Group and co-invest vehicles in the Real Estate Group;
The gross amount of aggregate collateral balance, for CLOs, at par, adjusted for defaulted or discounted collateral; and
The portfolio value, gross asset value or NAV, adjusted in certain instances for cash or certain accrued expenses, for the remaining funds in the Credit Group, ARCC, certain managed accounts in the Credit Group and certain debt funds in the Real Estate Group.







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The tables below provide the period‑to‑period rollforwards of our total FPAUM by segment for the three months ended June 30, 2018 and 2017 (in millions):
 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total
FPAUM Balance at 3/31/2018
$
51,540

 
$
16,663

 
$
6,751

 
$
74,954

Commitments
1,888

 
350

 
97

 
2,335

Subscriptions/deployment/increase in leverage
1,951

 
171

 
280

 
2,402

Redemptions/distributions/decrease in leverage
(2,109
)
 
(590
)
 
(115
)
 
(2,814
)
Change in fund value
66

 
(5
)
 
(50
)
 
11

Change in fee basis

 

 

 

FPAUM Balance at 6/30/2018
$
53,336

 
$
16,589

 
$
6,963

 
$
76,888

Average FPAUM(1)
$
52,439

 
$
16,627

 
$
6,858

 
$
75,924

 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total
FPAUM Balance at 3/31/2017
$
45,696

 
$
17,182

 
$
6,357

 
$
69,235

Commitments
1,251

 
281

 
390

 
1,922

Subscriptions/deployment/increase in leverage
1,265

 
456

 
154

 
1,875

Redemptions/distributions/decrease in leverage
(2,684
)
 
(570
)
 
(96
)
 
(3,350
)
Change in fund value
756

 
(57
)
 
85

 
784

Change in fee basis
225

 

 
(236
)
 
(11
)
FPAUM Balance at 6/30/2017
$
46,509

 
$
17,292

 
$
6,654

 
$
70,455

Average FPAUM(1)
$
46,103

 
$
17,238

 
$
6,506

 
$
69,847

 
(1) Represents the quarterly average of beginning and ending balances.

The tables below provide the period-to-period rollforwards of our total FPAUM by segment for the six months ended June 30, 2018 and 2017 (in millions):

 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total
FPAUM Balance at 12/31/2017
$
49,450

 
$
16,858

 
$
6,189

 
$
72,497

Commitments
2,818

 
363

 
863

 
4,044

Subscriptions/deployment/increase in leverage
3,915

 
374

 
415

 
4,704

Redemptions/distributions/decrease in leverage
(3,334
)
 
(1,016
)
 
(298
)
 
(4,648
)
Change in fund value
494

 
10

 
(2
)
 
502

Change in fee basis
(7
)
 

 
(204
)
 
(211
)
FPAUM Balance at 6/30/2018
$
53,336

 
$
16,589

 
$
6,963

 
$
76,888

Average FPAUM(1)
$
51,443

 
$
16,703

 
$
6,635

 
$
74,781

 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total
FPAUM Balance at 12/31/2016
$
42,709

 
$
11,314

 
$
6,540

 
$
60,563

Acquisitions
2,789

 

 

 
2,789

Commitments
1,783

 
7,922

 
390

 
10,095

Subscriptions/deployment/increase in leverage
2,282

 
837

 
207

 
3,326

Redemptions/distributions/decrease in leverage
(4,503
)
 
(918
)
 
(270
)
 
(5,691
)
Change in fund value
1,224

 
(336
)
 
71

 
959

Change in fee basis
225

 
(1,527
)
 
(284
)
 
(1,586
)
FPAUM Balance at 6/30/2017
$
46,509

 
$
17,292

 
$
6,654

 
$
70,455

Average FPAUM(1)
$
44,971

 
$
15,262

 
$
6,517

 
$
66,750

 
(1) Represents the quarterly average of beginning and ending balances.


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Please refer to “— Results of Operations by Segment” for detailed information by segment of the activity affecting total FPAUM for each of the periods presented.

The charts below present FPAUM by its fee basis as of June 30, 2018 and 2017 (in millions):
CHART-D9D934598700591695A.JPG CHART-6CB1E2E25BE05129BD9.JPG
FPAUM: $76,888
FPAUM: $70,455

The components of our AUM, including the portion that is FPAUM, are presented below as of June 30, 2018 and 2017 (in millions):
CHART-3E1B606D2384544389D.JPG CHART-A6608F8EE55A5E8194D.JPG
AUM: $121,370
AUM: $104,009

(1) Includes $7.0 billion and $6.4 billion of AUM of funds from which we indirectly earn management fees as of June 30, 2018 and 2017 , respectively.

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Fund Performance Metrics
Fund performance information for our investment funds considered to be “significant funds” is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. Our significant funds include those that contributed at least 1% of our total management fees for the six months ended June 30, 2018 or composed of at least 1% of the Company’s total FPAUM as of June 30, 2018 , and for which we have sole discretion for investment decisions within the fund. In addition to management fees, each of our significant funds may generate performance income upon the achievement of performance hurdles. The fund performance information reflected in this discussion and analysis is not indicative of our overall performance. An investment in the Company is not an investment in any of our funds. Past performance is not indicative of future results. As with any investment there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these funds or our other existing and future funds will achieve similar returns.

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Adoption of New Revenue Guidance and Change in Accounting Principle

Effective January 1, 2018, we adopted the Financial Accounting Standards Board (“FASB") Topic 606 (“ASC 606”) Revenue from Contracts with Customers and implemented a change in accounting principle related to carried interest allocation.

Our adoption of ASC 606 resulted in a change to the recognition of contractual incentive fees and the presentation of these fees within our results. Incentive fees are now presented on the Condensed Consolidated Statements of Operations as a separate line item, and we now only recognize incentive fee revenue when the amount is realized and no longer subject to reversal at the end of the measurement period, which is typically annually. Therefore, we no longer recognize unrealized incentive fees in revenues in the Condensed Consolidated Statements of Operations. We adopted ASC 606 on a modified retrospective basis, as such prior periods have not been adjusted. We recognized the cumulative effect of initially adopting ASC 606 as an adjustment to the opening balances of components of equity as of January 1, 2018. The cumulative effect of the adoption resulted in the reversal of $22.6 million of unrealized incentive fees and is presented as a reduction to the opening balances of components of equity as of January 1, 2018.

Carried interest allocations are now accounted for under the GAAP guidance for equity method investments and presented as a separate line item on the Condensed Consolidated Statements of Operations and within investments on the Condensed Consolidated Statements of Financial Condition. We implemented this change in accounting principle on a full retrospective basis and all prior periods have been modified to conform. The implementation of the change in accounting principle resulted in no change to either our previously reported GAAP or non-GAAP results. Performance income in our results of operations by segment and non-GAAP measures collectively refers to carried interest allocation and incentive fees.

For further detail on our adoption of ASC 606 and change in accounting principles, see Note 2, “Summary of Significant Accounting Policies,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10‑Q.

Components of Consolidated Results of Operations - Post Adoption of New Revenue Guidance and Change in Accounting Principle

As a result of our adoption of new revenue guidance and change in accounting principle described above, the following financial statement captions have been updated in the Consolidated Results of Operations. For descriptions of financial statement line items not included below, see “— Components of Consolidated Results of Operations” within Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations in the 2017 Annual Report on Form 10-K of Ares Management, L.P.

Carried Interest Allocation. In certain fund structures, typically in private equity and real estate equity funds, carried interest is allocated to the Company based on cumulative fund performance to date, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s governing documents. At the end of each reporting period, a fund will allocate carried interest applicable to the Company based upon an assumed liquidation of that fund's net assets on the reporting date, irrespective of whether such amounts have been realized. Carried interest is recorded to the extent such amounts have been allocated and may be subject to reversal to the extent that the amount allocated ultimately exceeds the amount due to the Company based on a fund’s cumulative investment returns.
Carried interest is realized when an underlying investment is profitably disposed and the fund’s cumulative returns are in excess of the specific hurdle rates as defined in the applicable governing documents. Since carried interest is subject to reversal, the Company may need to accrue for potential repayment of previously received carried interest. This accrual represents all amounts previously distributed to the Company that would need to be repaid to the funds if the funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual repayment obligations, however, generally do not become realized until the end of a fund’s life.

Incentive Fees. Incentive fees earned on the performance of certain fund structures, typically in credit funds, are recognized based on the fund’s performance during the period, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s investment management agreement. Incentive fees are realized at the end of a measurement period, typically annually. Once realized, such fees are no longer subject to reversal.

Principal Investment Income. Principal investment income consists of interest and dividend income and net realized and unrealized gain (loss) on equity method investments that we manage. Interest and dividend income are recognized on an accrual basis to the extent that such amounts are expected to be collected. Net gain (loss) from investment activities include realized and unrealized gains and losses from our equity method investment portfolio. A realized gain (loss) is recognized when we redeem all

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or a portion of our investment or when we receive a distribution of capital. Unrealized gains (losses) on investments result from appreciation (depreciation) in the fair value of our investments, as well as reversals of previously recorded unrealized appreciation (depreciation) at the time the gain (loss) on an investment becomes realized.

Performance Related Compensation. Performance related compensation includes compensation directly related to segment performance income, which generally consists of percentage interests of carried interest and incentive fees that we grant to our professionals. Depending on the nature of each fund, the performance income participation is generally structured as a fixed percentage or as an annual award. The liability is calculated based upon the changes to performance income but is not payable until the performance income is realized. We have an obligation to pay our professionals a portion of the performance income earned from certain funds, including performance income from Consolidated Funds that are eliminated in consolidation.
Although changes in performance related compensation are typically directly correlated with changes in performance income reported within our segment results, this correlation does not always exist when our results are reported on a fully consolidated basis in accordance with GAAP. This discrepancy is caused by the fact that incentive fees and carried interest allocation earned from our Consolidated Funds are eliminated upon consolidation while performance related compensation is not eliminated.


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Results of Operations
Consolidated Results of Operations
The following table and discussion sets forth information regarding our consolidated results of operations for the three and six months ended June 30, 2018 and 2017 . We consolidate funds where we are deemed to hold a controlling financial interest. The Consolidated Funds are not necessarily the same entities in each year presented due to changes in ownership, changes in limited partners' rights, and the creation and termination of funds. The consolidation of these funds had no effect on net income attributable to common and preferred shareholders for the periods presented.
 
Three Months Ended 
 June 30,
 
Favorable (Unfavorable)
 
Six Months Ended 
 June 30,
 
Favorable (Unfavorable)
 
2018
 
2017
 
$ Change
 
% Change
 
2018
 
2017
 
$ Change
 
% Change
 
(Dollars in thousands)
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Management fees (includes ARCC Part I Fees of $29,866, $58,283 and $19,143, $52,400 for the three and six months ended June 30, 2018 and 2017, respectively)
$
194,032

 
$
180,768

 
$
13,264

 
7
 %
 
$
383,547

 
$
352,813

 
$
30,734

 
9
 %
Carried interest allocation
(13,444
)
 
333,808

 
(347,252
)
 
NM

 
40,685

 
385,815

 
(345,130
)
 
(89
)%
Incentive fees
7,740

 
4,216

 
3,524

 
84
 %
 
12,811

 
7,381

 
5,430

 
74
 %
Principal investment income
1,871

 
38,307

 
(36,436
)
 
(95
)%
 
6,780

 
40,894

 
(34,114
)
 
(83
)%
Administrative, transaction and other fees
13,964

 
15,098

 
(1,134
)
 
(8
)%
 
26,429

 
29,538

 
(3,109
)
 
(11
)%
Total revenues
204,163

 
572,197

 
(368,034
)
 
(64
)%
 
470,252

 
816,441

 
(346,189
)
 
(42
)%
Expenses
 

 
 

 


 


 
 
 
 
 


 


Compensation and benefits
138,992

 
131,219

 
(7,773
)
 
(6
)%
 
273,631

 
255,558

 
(18,073
)
 
(7
)%
Performance related compensation
(13,005
)
 
261,705

 
274,710

 
NM

 
12,873

 
302,407

 
289,534

 
96
 %
General, administrative and other expenses
59,918

 
50,751

 
(9,167
)
 
(18
)%
 
104,368

 
98,089

 
(6,279
)
 
(6
)%
Transaction support expense

 

 

 
NM

 

 
275,177

 
275,177

 
NM

Expenses of the Consolidated Funds
35,112

 
4,522

 
(30,590
)
 
NM

 
36,428

 
8,433

 
(27,995
)
 
NM

Total expenses
221,017


448,197

 
227,180

 
51
 %
 
427,300

 
939,664

 
512,364

 
55
 %
Other income (expense)
 

 
 

 


 


 
 
 
 
 


 


Net realized and unrealized gain (loss) on investments
3,267

 
(6,588
)
 
9,855

 
NM

 
2,428

 
(5,700
)
 
8,128

 
NM

Interest and dividend income
2,356

 
1,462

 
894

 
61
 %
 
5,703

 
3,386

 
2,317

 
68
 %
Interest expense
(6,076
)
 
(5,354
)
 
(722
)
 
(13
)%
 
(12,945
)
 
(10,233
)
 
(2,712
)
 
(27
)%
Other income (expense), net
(1,987
)
 
2,822

 
(4,809
)
 
NM

 
(2,298
)
 
19,318

 
(21,616
)
 
NM

Net realized and unrealized gain (loss) on investments of Consolidated Funds
34,487

 
(12,713
)
 
47,200

 
NM

 
21,402

 
19,323

 
2,079

 
11
 %
Interest and other income of the Consolidated Funds
92,633

 
38,326

 
54,307

 
142
 %
 
157,055

 
79,818

 
77,237

 
97
 %
Interest expense of Consolidated Funds
(56,754
)
 
(26,875
)
 
(29,879
)
 
(111
)%
 
(101,179
)
 
(58,197
)
 
(42,982
)
 
(74
)%
Total other income (expense)
67,926


(8,920
)
 
76,846

 
NM

 
70,166

 
47,715

 
22,451

 
47
 %
Income (loss) before taxes
51,072


115,080

 
(64,008
)
 
(56
)%
 
113,118

 
(75,508
)
 
188,626

 
NM

Income tax expense (benefit)
36,903

 
1,253

 
(35,650
)
 
NM

 
24,528

 
(33,011
)
 
(57,539
)
 
NM

Net income (loss)
14,169


113,827

 
(99,658
)
 
(88
)%
 
88,590

 
(42,497
)
 
131,087

 
NM

Less: Net income (loss) attributable to non-controlling interests in Consolidated Funds
9,882

 
(8,647
)
 
18,529

 
NM

 
10,249

 
7,208

 
3,041

 
42
 %
Less: Net income (loss) attributable to non-controlling interests in Ares Operating Group entities
16,062

 
72,596

 
(56,534
)
 
(78
)%
 
49,168

 
(58,449
)
 
107,617

 
NM

Net income (loss) attributable to Ares Management, L.P.
(11,775
)

49,878

 
(61,653
)
 
NM

 
29,173

 
8,744

 
20,429

 
234
 %
Less: Preferred equity dividend paid
5,425

 
5,425

 

 
 %
 
10,850

 
10,850

 

 
 %
Net income (loss) attributable to Ares Management, L.P. common shareholders
$
(17,200
)

$
44,453

 
(61,653
)
 
NM

 
$
18,323

 
$
(2,106
)
 
20,429

 
NM

 
NM - Not Meaningful

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Table of Contents

The following section discusses the period-over-period fluctuations of our consolidated results of operations for the three and six months ended June 30, 2018 compared to 2017 . Additional details behind the fluctuations attributable to a particular segment are included in “—Results of Operations by Segment” for each of the segments.
Three and Six Months Ended June 30, 2018 Compared to Three and Six Months Ended June 30, 2017  
Revenues
Management Fees.  Total management fees increased by $13.3 million , or 7% , to $194.0 million , after giving effect to an increase in management fees of $3.5 million that we re eliminated upon consolidation, for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 . Segment management fees attributable to the Credit Group and Real Estate Group increased by $23.2 million and $0.7 million , respectively, and segment management fees attributable to the Private Equity Group decreased by $7.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 .
Total management fees increased by $30.7 million , or 9% , to $383.5 million , after giving effect to an increase in management fees of $6.1 million that we re eliminated upon consolidation, for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Segment management fees attributable to the Credit Group, Private Equity Group and Real Estate Group increased by $33.6 million , $3.0 million and $0.2 million , respectively, for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 .
For more detail regarding the fluctuations of management fees within each of the segments see “—Results of Operations by Segment.”
Carried Interest Allocation.  Carried interest allocation decreased by $347.3 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $345.1 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 .
Carried interest allocation for the three and six months ended June 30, 2018 included the following: (i) $25.4 million and $41.5 million of carried interest allocations for the three and six months ended June 30, 2018, respectively, attributable to the Credit Group primarily due to certain European direct lending funds generating returns in excess of their hurdle rates; (ii) $14.4 million and $27.0 million of carried interest allocations for the three and six months ended June 30, 2018, respectively, attributable to the Real Estate Group primarily due to market appreciation of underlying properties across our U.S. and E.U. real estate funds; offset by (iii) reversals of $53.2 million and $27.7 million of carried interest allocations for the three and six months ended June 30, 2018, respectively, attributable to the Private Equity Group primarily due to a reduction in fair value in an ACOF IV industrial portfolio company and by a reduction in fair value in an Ares Energy Investors Fund V, L.P. (“EIF V”) energy portfolio company.
Carried interest allocation for the three and six months ended June 30, 2017 included the following: (i) $293.5 million and $324.7 million of carried interest allocations for the three and six months ended June 30, 2017, respectively, attributable to the Private Equity Group primarily due to significant market appreciation in one of Ares Corporate Opportunities Fund III, L.P.'s (“ACOF III”) publicly traded retail portfolio companies following its initial public offering during the period and to an increased fair value in an Ares Corporate Opportunities Fund IV, L.P. (“ACOF IV”) veterinary portfolio company following a minority sale of the company; (ii) $31.0 million and $44.6 million of carried interest allocations for the three and six months ended June 30, 2017, respectively, attributable to the Real Estate Group primarily due to market appreciation of underlying properties across our U.S. and E.U. real estate funds; and (iii) $9.5 million and $16.4 million of carried interest allocations for the three and six months ended June 30, 2017, respectively, attributable to the Credit Group primarily due to certain European direct lending funds generating returns in excess of their hurdle rates.
Incentive Fees. Incentive fees increased by $3.5 million to $7.7 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $5.4 million to $12.8 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . As a result of our adoption of ASC 606, using the modified retrospective approach, we now recognize incentive fee revenue only when the amount is realized and no longer subject to reversal and no longer recognize unrealized incentive fees in revenues subsequent to January 1, 2018. This adoption results in the delayed recognition of unrealized incentive fees until they become realized at the end of the measurement period, which is typically annually. During the three and six months ended June 30, 2018 , we realized $7.7 million and $12.8 million, respectively, across our direct lending and credit opportunity funds.
Principal Investment Income. Principal investment income decreased by $36.4 million to $1.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $34.1 million to $6.8 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The decreases were primarily attributable to significant

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market appreciation in one of ACOF III's publicly traded retail portfolio companies following its initial public offering during the prior year periods.
Administrative, Transaction and Other Fees. Administrative fees and other fees decreased by $1.1 million , or 8% , to $14.0 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $3.1 million , or 11% , to $26.4 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Administrative fees decreased by $2.3 million and $5.5 million, for the three and six month comparative periods, respectively, primarily due to higher reimbursements of costs in the prior year periods related to temporary employees assisting with the integration of ACAS into ARCC. These decreases were offset by increases of $1.3 million and $2.3 million in transaction-based fees based on loan originations within certain funds in our Credit Group for the three and six month comparative periods, respectively.
Expenses
Compensation and Benefits.   Compensation and benefits expenses increased by $7.8 million , or 6% , to $139.0 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $18.1 million , or 7% , to $273.6 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by merit increases, headcount growth and equity compensation increases for the comparative periods. Equity compensation expense increased by $3.6 million and $9.6 million for the three and six month comparative periods, respectively. The increases in equity compensation expense were primarily due to additional restricted units awarded as part of bonus and retention programs.
Performance Related Compensation.  Performance related compensation decreased by $274.7 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $289.5 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The decreases in performance related compensation largely correlate with the decreases in carried interest allocation and incentive fees before giving effect to the carried interest allocation and incentive fees earned from our Consolidated Funds eliminated upon consolidation.
General, Administrative and Other Expenses.  General, administrative and other expenses increased by $9.2 million , or 18% , to $59.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $6.3 million , or 6% , to $104.4 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The current year periods include an $11.8 million one-time reimbursement to ARCC for certain rent and utilities for the first quarter of 2018 and the years ended 2017, 2016, 2015 and 2014. Beginning April 1, 2018, we incurred these expenses resulting in a $0.9 million increase in occupancy expense for the three and six month comparative periods. Professional service fees increased by $0.9 million and $2.2 million for the three and six month comparative periods, respectively. The increases in professional service fees for both comparative periods were primarily driven by our election to change our tax classification from a partnership to a corporation for U.S. income tax purposes, by an increase in operating expenses from a joint venture distribution platform and by an increase in recruiting fees to support our expanding business. Conversely, placement fees decreased by $4.5 million and $6.3 million for the three and six month comparative periods, respectively, due to the launch of certain funds within our Credit Group during the prior year periods. Additionally, we made a $2.5 million one-time non-income tax payment during the first quarter of 2017.
Transaction Support Expense. Transaction support expense was a one–time payment of $275.2 million that we made, through our subsidiary Ares Capital Management LLC, to ACAS shareholders during the first quarter of 2017 upon the closing of ARCC’s acquisition of ACAS.

Expenses of the Consolidated Funds. Expenses of the Consolidated Funds increased by $30.6 million to $35.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $28.0 million to $36.4 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by fees related to the issuance and refinancing of CLO debt within our Consolidated Funds during the current year periods. These fees were expensed in the period incurred, as CLO debt is recorded at fair value on our Consolidated Statements of Financial Condition. Expenses of the Consolidated Funds increased by $28.7 million related to expenses from two new U.S. CLOs and one new European CLO that we began consolidating during the current year periods and $4.9 million related to expenses from the refinancing of one U.S. CLO during the current year periods. The increases for the three and six month comparative period were offset by $2.5 million reduction of expenses related to the refinancing of one European CLO during the second quarter of 2017. The increase for the six month comparative periods was also offset by reductions in other recurring expenses across our Consolidated funds.

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Other Income (Expense)
When evaluating the changes in other income (expense), we separately analyze the other income generated by the Company from the investment returns generated by our Consolidated Funds.
Net Realized and Unrealized Gain (Loss) on Investments. Net realized and unrealized gain (loss) on investments of the Company increased by $9.9 million from a loss of $6.6 million for the three months ended June 30, 2017 to a gain of $3.3 million for the three months ended June 30, 2018 . Net realized and unrealized gain (loss) on investments of the Company increased by $8.1 million from a loss of $5.7 million for the six months ended June 30, 2017 to a gain of $2.4 million for the six months ended June 30, 2018 . The increases were primarily from an increase of $5.0 million and $6.7 million in net gains for the three and six month comparative periods, respectively, on our non-core fund investments.
Interest and Dividend Income. Interest and dividend income of the Company increased by $0.9 million to $2.4 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $2.3 million to $5.7 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were driven by increases of $0.5 million and $0.9 million in dividend income for the three and six month comparative periods, respectively, from our non-core fund investments and by increases of $0.3 million and $1.3 million in interest income from new CLO investments for the three and six month comparative periods, respectively.
Interest Expense. Interest expense of the Company increased by $0.7 million to $6.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $2.7 million to $12.9 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by borrowings from term loans we entered into subsequent to June 30, 2017 to finance certain investments in CLOs. Interest expense is expected to decrease in future periods as these term loans were paid off during the current year periods.
Other Income (Expense), Net. Other income (expense), net decreased by $4.8 million from net other income of $2.8 million for the three months ended June 30, 2017 to net expenses of $2.0 million for the three months ended June 30, 2018 . The decrease was primarily driven by a $3.1 million decrease in transaction gains from the revaluation of certain assets and liabilities denominated in foreign currencies. Subsequent to the removal of the U.S. risk retention requirements related to open-market CLO managers, we sold $219.3 million of our investments in our CLO securities and used the proceeds to pay off the related term loans and settle a repurchase agreement of $206.0 million, resulting in debt extinguishment costs of $1.7 million during the three months ended June 30, 2018.
Other income (expense), net decreased by $21.6 million from other income of $19.3 million for the six months ended June 30, 2017 to $2.3 million of net expenses for the six months ended June 30, 2018 . The decrease was primarily a result of a $20.3 million reversal of a contingent consideration related to the Energy Investors Funds (“EIF”) acquisition that was reflected as a gain during the first quarter of 2017. Subsequent to the removal of the U.S. risk retention requirements related to open-market CLO managers, we sold $219.3 million of our investments in our CLO securities and used the proceeds to pay off the related term loans and settle a repurchase agreement of $206.0 million, resulting in debt extinguishment costs of $1.7 million during the six months ended June 30, 2018.
Net Realized and Unrealized Gain (Loss) on Investments of the Consolidated Funds. Net gain (loss) on investments of the Consolidated Funds increased by $47.2 million from a net loss of $12.7 million for the three months ended June 30, 2017 to a net gain of $34.5 million for the three months ended June 30, 2018 . The net gain for three months ended June 30, 2018 primarily included the following: (i) $24.3 million in net gains from increased market value of certain investments in an Asian corporate private equity fund; (ii) $25.7 million in net gains from widely traded bank loans held within our consolidated U.S. CLOs primarily driven by market appreciation; offset by (iii) $8.4 million in net losses attributable to a European direct lending fund driven by a change in market value of the fund's sole remaining investment; and (iv) $7.0 million in net losses attributable to decreased market value of certain investments in a commercial finance fund. The net loss for the three months ended June 30, 2017 primarily included a $12.2 million net loss from lower valuations on certain investments in an Asian corporate private equity fund.
Net gain on investments of the Consolidated Funds increased by $2.1 million to $21.4 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The net gain for the six months ended June 30, 2018 primarily included the following: (i) $15.9 million in net gains from increased market value of certain investments in an Asian corporate private equity fund; (ii) $18.1 million in net gains from widely traded bank loans held within our U.S. CLOs primarily driven by market appreciation; offset by (iii) $13.6 million in net losses attributable to a European direct lending fund driven by a change in market value of the fund's sole remaining investment.The net gain for the six months ended June 30, 2017 primarily included the following: (i) $3.5 million of net gains from widely traded bank loans held within our consolidated CLOs primarily driven by market appreciation; (ii) $9.3 million of net gains from a European direct lending fund primarily due to a strengthened Euro against

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the U.S. dollar; (iii) $2.9 million of net gains from increased market value of certain investments in an Asian corporate private equity fund; and (iv) $3.1 million of net gains from increased market value of certain investments in a commercial finance fund.
Interest and Other Income of the Consolidated Funds. Interest and other income of the Consolidated Funds increased by $54.3 million , or 142% , to $92.6 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $77.2 million , or 97% , to $157.1 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by additional interest paying assets from four U.S. CLOs and two European CLOs that we began consolidating subsequent to June 30, 2017 resulting in increases in interest income for the comparative periods.
Interest Expense of the Consolidated Funds. Interest expense of the consolidated funds increased by $29.9 million , or 111% , to $56.8 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $43.0 million , or 74% , to $101.2 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily the result of interest expense from the debt issued for four U.S. CLOs and two European CLOs we began consolidating subsequent to June 30, 2017. The increases were partially offset by the deconsolidation of two funds subsequent to June 30, 2017.
Income Tax Expense (Benefit).  Income tax expense increased by $35.7 million to $36.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 . Income tax expense (benefit) decreased by $57.5 million from a tax benefit of $33.0 million for the six months ended June 30, 2017 to tax expense of $24.5 million for the six months ended June 30, 2018 . Income tax expense for the three and six months ended June 30, 2018 was primarily driven by two significant one-time deferred tax items related to our election to be taxed as a corporation for U.S. federal income tax purposes effective March 1, 2018. Income tax expense for the three months ended June 30, 2018 was primarily driven by a $28.9 million valuation allowance recorded during the period against a deferred tax asset, which was established during the three months ended March 31, 2018, effectively eliminating any impact on income tax expense for the six months ended June 30, 2018. Income tax expense for the six months ended June 30, 2018 was primarily driven by a deferred tax liability arising from the embedded net unrealized gains of both carried interest and the investment portfolio that were not previously subject to corporate taxes. Income tax benefit for the six months ended June 30, 2017 was primarily driven by pre-tax losses recognized by AHI, a U.S. taxable entity, resulting from the $275.2 million transaction support payment made in connection with ARCC's acquisition of ACAS.
Non-Controlling Interests.  Net income (loss) attributable to non-controlling interests in Ares Operating Group entities represents results attributable to the owners of AOG Units that are not held by Ares Management, L.P. and is allocated based on the weighted average daily ownership of the AOG unitholders.
Net income attributable to non-controlling interests in Ares Operating Group entities decreased by $56.5 million to $16.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 . Net income (loss) attributable to non-controlling interests in Ares Operating Group entities increased from a net loss of $58.4 million for the six months ended June 30, 2017 to net income of $49.2 million for the six months ended June 30, 2018 . The weighted average daily ownership for non-controlling AOG unitholders was 55.1% and 57.5% for the three and six months ended June 30, 2018 , respectively, compared to 61.4% and 61.5% for the three and six months ended June 30, 2017 , respectively. The decreases in non–controlling ownership were primarily driven by our common share offering of 5,000,000 shares and by an affiliate of Alleghany Corporation's exchange of 9,750,000 of its AOG Units into common shares during the first quarter of 2018.

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Segment Analysis
For segment reporting purposes, revenues and expenses are presented excluding the results of our Consolidated Funds. As a result, segment revenues from management fees, performance income and investment income are different than those presented on a consolidated basis in accordance with GAAP because revenues recognized from Consolidated Funds are eliminated in consolidation. Furthermore, expenses and the effects of other income (expense) are different than related amounts presented on a consolidated basis in accordance with GAAP due to the exclusion of the results of Consolidated Funds.
In addition to the three segments, we separately discuss the OMG. This information is used by our management to make operating decisions, assess performance and allocate resources. The results of operations for each of our reportable segments are discussed below.
ENI and Other Measures
The following table sets forth FRE, PRE, ENI and RI by segment for the three and six months ended June 30, 2018 and 2017 . FRE, PRE, ENI and RI are non‑GAAP financial measures our management uses when making resource deployment decisions and in assessing performance of our segments (For definitions of each of these non-GAAP financial measures and how they are being used by management, see the Glossary).
 
Three Months Ended
 
Favorable (Unfavorable)
 
Six Months Ended
 
Favorable (Unfavorable)
 
June 30,
 
 
June 30,
 
 
2018
 
2017
 
$ Change
 
% Change
 
2018
 
2017
 
$ Change
 
% Change
 
(Dollars in thousands)
Fee related earnings:
    
 
    
 
 
 
 
 
 
 
 
 
 
 
 
Credit Group
$
79,792

 
$
65,109

 
$
14,683

 
23
 %
 
$
157,379

 
$
131,215

 
$
26,164

 
20
 %
Private Equity Group
26,808

 
34,032

 
(7,224
)
 
(21
)%
 
53,795

 
56,775

 
(2,980
)
 
(5
)%
Real Estate Group
5,986

 
3,693

 
2,293

 
62
 %
 
11,091

 
6,832

 
4,259

 
62
 %
Operations Management Group
(50,548
)
 
(49,446
)
 
(1,102
)
 
(2
)%
 
(99,770
)
 
(94,712
)
 
(5,058
)
 
(5
)%
Fee related earnings
$
62,038

 
$
53,388

 
8,650

 
16
 %
 
$
122,495

 
$
100,110

 
22,385

 
22
 %
Performance related earnings:
 
 
 
 

 


 
 
 
 
 

 


Credit Group
$
18,330

 
$
3,967

 
14,363

 
NM

 
$
41,606

 
$
11,368

 
30,238

 
266
 %
Private Equity Group
316

 
87,249

 
(86,933
)
 
(100
)%
 
(852
)
 
101,745

 
(102,597
)
 
NM

Real Estate Group
3,128

 
15,075

 
(11,947
)
 
(79
)%
 
9,729

 
21,462

 
(11,733
)
 
(55
)%
Operations Management Group
3,699

 
(1,626
)
 
5,325

 
NM

 
6,467

 
(776
)
 
7,243

 
NM

Performance related earnings
$
25,473

 
$
104,665

 
(79,192
)
 
(76
)%
 
$
56,950

 
$
133,799

 
(76,849
)
 
(57
)%
Economic net income:
 
 
 
 

 


 
 
 
 
 

 


Credit Group
$
98,122

 
$
69,076

 
29,046

 
42
 %
 
$
198,985

 
$
142,583

 
56,402

 
40
 %
Private Equity Group
27,124

 
121,281

 
(94,157
)
 
(78
)%
 
52,943

 
158,520

 
(105,577
)
 
(67
)%
Real Estate Group
9,114

 
18,768

 
(9,654
)
 
(51
)%
 
20,820

 
28,294

 
(7,474
)
 
(26
)%
Operations Management Group
(46,849
)
 
(51,072
)
 
4,223

 
8
 %
 
(93,303
)
 
(95,488
)
 
2,185

 
2
 %
Economic net income
$
87,511

 
$
158,053

 
(70,542
)
 
(45
)%
 
$
179,445

 
$
233,909

 
(54,464
)
 
(23
)%
Realized income:
 
 
 
 

 


 
 
 
 
 

 


Credit Group
$
97,921

 
$
73,181

 
24,740

 
34
 %
 
$
176,778

 
$
143,126

 
33,652

 
24
 %
Private Equity Group
53,408

 
50,151

 
3,257

 
6
 %
 
80,735

 
72,496

 
8,239

 
11
 %
Real Estate Group
6,479

 
5,181

 
1,298

 
25
 %
 
20,148

 
9,769

 
10,379

 
106
 %
Operations Management Group
(49,754
)
 
(48,346
)
 
(1,408
)
 
(3
)%
 
(97,534
)
 
(91,551
)
 
(5,983
)
 
(7
)%
Realized income
$
108,054

 
$
80,167

 
27,887

 
35
 %
 
$
180,127

 
$
133,840

 
46,287

 
35
 %
 
NM - Not Meaningful

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Table of Contents

Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures
Income before provision for income taxes is the GAAP financial measure most comparable to ENI, RI, FRE and PRE. The following table presents the reconciliation of income before taxes as reported in the Condensed Consolidated Statements of Operations to ENI, RI, FRE, and PRE (in thousands):
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Economic net income
 
 
 
 
 
 
 
Income (loss) before taxes
$
51,072

 
$
115,080

 
$
113,118

 
$
(75,508
)
Adjustments:
 
 
 
 
 
 
 
Amortization of intangibles
3,285

 
5,274

 
6,572

 
10,549

Depreciation expense
4,426

 
2,774

 
8,315

 
5,990

Equity compensation expenses
22,507

 
18,917

 
43,594

 
34,006

Acquisition and merger-related expenses
47

 
756

 
(272
)
 
255,844

Placement fees and underwriting costs
1,852

 
6,383

 
3,516

 
9,822

Offering costs
3

 
(5
)
 
3

 
655

Other expense(1)
13,551

 

 
13,558

 

Expense of non-controlling interests in consolidated subsidiaries
719

 
623

 
1,359

 
623

Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations
(9,951
)
 
8,251

 
(10,318
)
 
(8,072
)
Economic net income
87,511

 
158,053

 
179,445

 
233,909

Unconsolidated performance income - unrealized
124,343

 
(263,629
)
 
89,225

 
(312,890
)
Unconsolidated performance related compensation - unrealized
(100,886
)
 
208,732

 
(89,877
)
 
244,133

Unconsolidated net investment income
(2,914
)
 
(22,989
)
 
1,334

 
(31,312
)
Realized income
108,054

 
80,167

 
180,127

 
133,840

Unconsolidated performance income - realized
(122,608
)
 
(74,130
)
 
(145,715
)
 
(82,935
)
Unconsolidated performance related compensation - realized
87,881

 
52,973

 
102,750

 
58,274

Unconsolidated net investment income
(11,289
)
 
(5,622
)
 
(14,667
)
 
(9,069
)
Fee related earnings
$
62,038

 
$
53,388

 
122,495

 
100,110

Performance related earnings
 
 
 
 
 
 
 
Economic net income
$
87,511

 
$
158,053

 
$
179,445

 
$
233,909

Less: fee related earnings
(62,038
)
 
(53,388
)
 
(122,495
)
 
(100,110
)
Performance related earnings
$
25,473

 
$
104,665

 
$
56,950

 
$
133,799

 
(1)
Includes $11.8 million payment to ARCC for rent and utilities for the years ended 2017, 2016, 2015 and 2014, and for the first quarter of 2018. The payment included $0.6 million related to the first quarter of 2018 and $0.6 million and $1.3 million related to the three and six months ended June 30, 2017, respectively. Beginning April 1, 2018, the Company paid these expenses and recorded them as a direct operating expense within G&A, which totaled $0.9 million for the quarter ended June 30, 2018.
 














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Table of Contents

The following table reconciles unconsolidated performance income to our consolidated carried interest allocation and incentive fees reported in accordance with GAAP (in thousands):
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Unconsolidated performance income - realized
$
122,608

 
$
74,130

 
$
145,715

 
$
82,935

Performance income - realized earned from Consolidated Funds
(4,000
)
 
(4,664
)
 
(4,000
)
 
(8,086
)
Performance income - realized reclass(1)
(521
)
 
(1,200
)
 
(521
)
 
(1,200
)
Performance income - realized
118,087


68,266


141,194


73,649

Unconsolidated performance income - unrealized
(124,343
)
 
263,629

 
(89,225
)
 
312,890

Performance income - unrealized earned from Consolidated Funds

 
5,146

 

 
5,698

Performance income - unrealized reclass(1)
552

 
983

 
1,527

 
959

Performance income - unrealized
(123,791
)

269,758


(87,698
)

319,547

Total GAAP carried interest allocation and incentive fees
$
(5,704
)

$
338,024


$
53,496


$
393,196

 
(1) Related to performance income for AREA Sponsor Holdings LLC. Changes in value of this investment are reflected within other (income) expense in the Company’s Condensed Consolidated Statements of Operations.

The following table reconciles unconsolidated other income to our consolidated GAAP other income (in thousands):
 
For the Three Months Ended 
 June 30,
 
For the Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Unconsolidated net investment income
$
14,203

 
$
28,611

 
$
13,333

 
$
40,381

Net investment income (loss) from Consolidated Funds
70,186

 
(3,560
)
 
76,979

 
34,862

Performance income - reclass(1)
(31
)
 
217

 
(1,006
)
 
241

Principal investment income
(14,722
)
 
(34,166
)
 
(17,430
)
 
(47,335
)
Change in value of contingent consideration

 
(32
)
 

 
20,216

Other non-cash expense
(1,715
)
 

 
(1,722
)
 

Offering costs
(3
)
 
5

 
(3
)
 
(655
)
Other income of non-controlling interests in consolidated subsidiaries
8

 
5

 
15

 
5

Total GAAP other income
$
67,926


$
(8,920
)

$
70,166


$
47,715

 
(1) Related to performance income for AREA Sponsor Holdings LLC. Changes in value of this investment are reflected within other (income) expense in the Company’s Condensed Consolidated Statements of Operations.


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Table of Contents

Results of Operations by Segment
Credit Group
The following table sets forth certain statement of operations data and certain other data of our Credit Group segment for the periods presented.
 
Three Months Ended
 
Favorable (Unfavorable)
 
Six Months Ended
 
Favorable (Unfavorable)
 
June 30,
 
 
June 30,
 
 
2018
 
2017
 
$ Change
 
% Change
 
2018
 
2017
 
$ Change
 
% Change
 
(Dollars in thousands)
Management fees (includes ARCC Part I Fees of $29,866, $58,283 and $19,143, $52,400 for the three and six months ended June 30, 2018 and 2017, respectively)
$
135,848

 
$
112,654

 
$
23,194

 
21
 %
 
$
267,614

 
$
234,001

 
$
33,613

 
14
 %
Other fees
6,877

 
5,663

 
1,214

 
21
 %
 
12,607

 
10,166

 
2,441

 
24
 %
Compensation and benefits
(51,892
)
 
(45,160
)
 
(6,732
)
 
(15
)%
 
(102,172
)
 
(96,863
)
 
(5,309
)
 
(5
)%
General, administrative and other expenses
(11,041
)
 
(8,048
)
 
(2,993
)
 
(37
)%
 
(20,670
)
 
(16,089
)
 
(4,581
)
 
(28
)%
Fee Related Earnings
79,792

 
65,109

 
14,683

 
23
 %
 
157,379

 
131,215

 
26,164

 
20
 %
Performance income-realized
41,672

 
7,883

 
33,789

 
NM

 
46,743

 
16,661

 
30,082

 
181
 %
Performance income-unrealized
(4,568
)
 
5,093

 
(9,661
)
 
NM

 
11,524

 
8,029

 
3,495

 
44
 %
Performance related compensation-realized
(23,577
)
 
(1,898
)
 
(21,679
)
 
NM

 
(26,665
)
 
(7,183
)
 
(19,482
)
 
(271
)%
Performance related compensation-unrealized
2,759

 
(6,079
)
 
8,838

 
NM

 
9,935

 
(7,537
)
 
17,472

 
NM

Net performance income
16,286

 
4,999

 
11,287

 
226
 %
 
41,537

 
9,970

 
31,567

 
NM

Investment income-realized
595

 
2,525

 
(1,930
)
 
(76
)%
 
1,366

 
2,843

 
(1,477
)
 
(52
)%
Investment income (loss)-unrealized
1,617

 
(3,450
)
 
5,067

 
NM

 
1,348

 
1,139

 
209

 
18
 %
Interest and other investment income
3,428

 
2,958

 
470

 
16
 %
 
5,624

 
2,939

 
2,685

 
91
 %
Interest expense
(3,596
)
 
(3,065
)
 
(531
)
 
(17
)%
 
(8,269
)
 
(5,523
)
 
(2,746
)
 
(50
)%
Net investment income (loss)
2,044

 
(1,032
)
 
3,076

 
NM

 
69

 
1,398

 
(1,329
)
 
(95
)%
Performance related earnings
18,330

 
3,967

 
14,363

 
NM

 
41,606

 
11,368

 
30,238

 
266
 %
Economic net income
$
98,122

 
$
69,076

 
29,046

 
42
 %
 
$
198,985

 
$
142,583

 
56,402

 
40
 %
Realized income
$
97,921

 
$
73,181

 
24,740

 
34
 %
 
$
176,778

 
$
143,126

 
33,652

 
24
 %
 
NM - Not meaningful

Accrued carried interest and incentive fee receivable for the Credit Group include the following:
 
As of June 30,
 
As of December 31,
 
2018
 
2017
 
(Dollars in thousands)
CLOs
$

 
$
451

CSF
20,819

 
28,158

ACE II
26,072

 
24,090

ACE III
49,734

 
43,595

Other credit funds
51,836

 
72,210

Total Credit Group
$
148,461

 
$
168,504


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Table of Contents

The following tables present the components of performance income for the Credit Group. The three and six month periods ended June 30, 2017 include unrealized incentive fees, which are no longer recognized following our adoption of the new revenue recognition standard.
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
 
Realized
 
Unrealized
 
Total
 
Realized
 
Unrealized
 
Total
 
(Dollars in thousands)
CLOs
$
26

 
$

 
$
26

 
$
4,680

 
$
(5,682
)
 
$
(1,002
)
CSF

 
(2,973
)
 
(2,973
)
 

 
(2,123
)
 
(2,123
)
ACE II
4,071

 
595

 
4,666

 
3,201

 
(652
)
 
2,549

ACE III
15,361

 
(3,298
)
 
12,063

 

 
6,350

 
6,350

Other credit funds
22,214

 
1,108

 
23,322

 
2

 
7,200

 
7,202

Total Credit Group
$
41,672

 
$
(4,568
)
 
$
37,104

 
$
7,883

 
$
5,093

 
$
12,976

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
 
Realized
 
Unrealized
 
Total
 
Realized
 
Unrealized
 
Total
 
(Dollars in thousands)
CLOs
$
70

 
$

 
$
70

 
$
4,883

 
$
(4,487
)
 
$
396

CSF

 
(7,339
)
 
(7,339
)
 

 
(7,418
)
 
(7,418
)
ACE II
4,071

 
2,328

 
6,399

 
3,201

 
2,558

 
5,759

ACE III
15,361

 
7,469

 
22,830

 

 
11,542

 
11,542

Other credit funds
27,241

 
9,066

 
36,307

 
8,577

 
5,834

 
14,411

Total Credit Group
$
46,743

 
$
11,524

 
$
58,267

 
$
16,661

 
$
8,029

 
$
24,690

    
The following tables present the components of the change in performance income - unrealized for the Credit Group. The three and six month periods ended June 30, 2017 include unrealized incentive fees, which are no longer recognized following our adoption of the new revenue recognition standard.
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
(Dollars in thousands)
CLOs
$

 
$

 
$

 
$

 
$
(4,680
)
 
$
233

 
$
(1,235
)
 
$
(5,682
)
CSF

 

 
(2,973
)
 
(2,973
)
 

 

 
(2,123
)
 
(2,123
)
ACE II
(4,071
)
 
4,666

 

 
595

 
(3,201
)
 
2,549

 

 
(652
)
ACE III
(15,361
)
 
12,063

 

 
(3,298
)
 

 
6,350

 

 
6,350

Other credit funds
(10,501
)
 
11,837

 
(228
)
 
1,108

 
(2
)
 
7,982

 
(780
)
 
7,200

Total Credit Group
$
(29,933
)

$
28,566


$
(3,201
)

$
(4,568
)
 
$
(7,883
)

$
17,114


$
(4,138
)

$
5,093

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
 
Performance income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
(Dollars in thousands)
CLOs
$

 
$

 
$

 
$

 
$
(4,883
)
 
$
897

 
$
(501
)
 
$
(4,487
)
CSF

 

 
(7,339
)
 
(7,339
)
 

 

 
(7,418
)
 
(7,418
)
ACE II
(4,071
)
 
6,399

 

 
2,328

 
(3,201
)
 
5,759

 

 
2,558

ACE III
(15,361
)
 
22,830

 

 
7,469

 

 
11,542

 

 
11,542

Other credit funds
(10,501
)
 
19,939

 
(372
)
 
9,066

 
(8,577
)
 
14,700

 
(289
)
 
5,834

Total Credit Group
$
(29,933
)
 
$
49,168

 
$
(7,711
)
 
$
11,524

 
$
(16,661
)
 
$
32,898

 
$
(8,208
)
 
$
8,029



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Table of Contents

Credit Group— Three and Six Months Ended June 30, 2018 Compared to Three and Six Months Ended June 30, 2017
Fee Related Earnings:
Fee related earnings increased by $14.7 million , or 23% , to $79.8 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $26.2 million , or 20% , to $157.4 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Fee related earnings were impacted by fluctuations of the following components:
Management Fees. Total management fees increased by $23.2 million , or 21% , to $135.8 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $33.6 million , or 14% , to $267.6 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Additional invested capital into existing funds increased management fees by $10.1 million and $26.1 million for the three and six month comparative periods, respectively. The formation of 26 new funds with FPAUM of $7.3 billion subsequent to June 30, 2017 increased management fees by $8.3 million and $14.0 million for the three and six month comparative periods, respectively. ARCC Part I Fees increased by $10.7 million to $29.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $5.9 million to $58.3 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily due to ARCC recognizing increased interest income from the growth in the size of its portfolio combined with higher yields from recent increases in LIBOR as well as an increase in capital structuring fees from a greater number of new investment commitments. The increase for the six month comparative periods was partially offset by a $10 million quarterly ARCC Part I Fee waiver that commenced in the second quarter of 2017. The increases were also offset by the liquidation of 18 funds with FPAUM of $4.5 billion subsequent to June 30, 2017 decreasing management fees by $5.9 million and $12.8 million for the three and six month comparative periods, respectively.
The effective management fee rate increased from 0.97% for the three months ended June 30, 2017 to 1.02% for the three months ended June 30, 2018 . ARCC Part I Fees' contribution towards the total effective management fee rate of the Credit Group increased from 0.16% for the three months ended June 30, 2017 to 0.23% for the three months ended June 30, 2018 . The increase in the effective management fee rate for the three month comparative periods was primarily due to increased ARCC Part I fees and new direct lending funds with higher effective fee rates. The effective management fee rate remained consistent at 1.03% for the six months ended June 30, 2018 and 2017. ARCC Part I Fees' contribution towards the total effective management fee rate of the Credit Group decreased from 0.23% for the six months ended June 30, 2017 to 0.22% for the six months ended June 30, 2018 . The effective management fee rate remained consistent for the six month comparative periods due to the impact of increased ARCC Part I Fees and new direct lending funds with higher effective fee rates being offset by the $10 million quarterly ARCC Part I Fee waiver.
Other Fees. Other fees increased by $1.2 million , or 21% , to $6.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $2.4 million , or 24% , to $12.6 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by transaction fees generated from a growing volume of loans funded from certain direct lending funds.
Compensation and Benefits.  Compensation and benefits expenses increased by $6.7 million , or 15% , to $51.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $5.3 million , or 5% , to $102.2 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by higher compensation expense related to ARCC Part I Fees. Compensation and benefits expenses represented 38.2% of management fees for both the three and six months ended June 30, 2018 compared to 40.1% and 41.4% for the three and six months ended June 30, 2017 , respectively.
General, Administrative and Other Expenses.  General, administrative and other expenses increased by $3.0 million , or 37% , to $11.0 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $4.6 million , or 28% , to $20.7 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by marketing expenses to support expanding distribution and fundraising efforts, including our joint venture distribution platform. Additionally, occupancy costs increased by $0.9 million related to costs previously paid by ARCC for certain rent and utilities for the three and six months ended June 30, 2018 that we expect to continue.
Performance Related Earnings:
Performance related earnings increased by $14.4 million to $18.3 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $30.2 million to $41.6 million for the six months ended June 30, 2018

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Table of Contents

compared to the six months ended June 30, 2017 . Performance related earnings were impacted by fluctuations of the following components:
Net Performance Income. Net performance income includes realized and unrealized performance income, net of realized and unrealized performance related compensation. The impact of reversals of previously recognized performance income and the corresponding performance related compensation expense is reflected as a reduction in unrealized performance income and unrealized performance related compensation.  
Net performance income increased by $11.3 million to $16.3 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $31.6 million to $41.5 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by an increased capital base of certain direct lending funds generating returns in excess of their hurdle rates for both of the comparative periods. Net performance income for the six month period ended June 30, 2018 included a $13.7 million expense reduction from the reversal of unrealized performance related compensation payable balance at December 31, 2017. During the first quarter of 2018 we determined that the liability balance as of December 31, 2017 was no longer probable of payment based on the terms of the payment arrangement as payment is not required until revenue is realized.
Net Investment Income (Loss).  Net investment income (loss) increased by $3.1 million from a net investment loss of $1.0 million for the three months ended June 30, 2017 to net investment income of $2.0 million for the three months ended June 30, 2018 . The increase was primarily due to higher market appreciation across our credit portfolio for the three month comparative period.
Net investment income decreased by $1.3 million to $0.1 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The decrease was primarily due to lower market appreciation in our investments in our syndicated loan funds for the six month comparative period, offset by higher market appreciation in our investments in our U.S. direct lending funds for the six month comparative period.
Realized Income:
Realized income increased by $24.7 million , or 34% , to $97.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $33.7 million , or 24% , to $176.8 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily attributable to increases in FRE of $14.7 million and $26.2 million for the three and six month comparative periods, respectively, and to increases in net realized performance income of $12.1 million and $10.6 million for the three and six month comparative periods, respectively. Increases in net realized performance income were primarily from increased distributions generated on a growing capital base within certain direct lending funds that are generating returns in excess of their hurdle rates for the comparative periods. These increases were offset by reductions in net realized investment and other income of $2.1 million and $3.1 million for the three and six month comparative periods, respectively, primarily from our syndicated loan funds in the prior year period.
Economic Net Income:
Economic net income is composed of fee related earnings and performance related earnings. Economic net income increased by $29.0 million , or 42% , to $98.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $56.4 million , or 40% , to $199.0 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 as a result of the fluctuations described above.

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Table of Contents

Credit Group—Assets Under Management
The tables below provide the period‑to‑period rollforwards of AUM for the Credit Group for the three months ended June 30, 2018 and 2017 (in millions):
 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Structured Credit
 
U.S. Direct Lending
 
E.U. Direct Lending(2)
 
Total Credit Group
Balance at 3/31/2018
$
17,413

 
$
4,582

 
$
3,161

 
$
4,905

 
$
34,560

 
$
12,689

 
$
77,310

Net new par/ equity commitments
27

 
56

 
36

 
914

 
1,210

 
7,116

 
9,359

Net new debt commitments
457

 

 

 

 
1,533

 

 
1,990

Distributions
(172
)
 
(295
)
 
(297
)
 
(73
)
 
(862
)
 
(101
)
 
(1,800
)
Change in fund value
(98
)
 
38

 
31

 
7

 
397

 
(376
)
 
(1
)
Balance at 6/30/2018
$
17,627

 
$
4,381

 
$
2,931

 
$
5,753

 
$
36,838

 
$
19,328

 
$
86,858

Average AUM(1)
$
17,520

 
$
4,482

 
$
3,046

 
$
5,329

 
$
35,699

 
$
16,009

 
$
82,085

 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Structured Credit
 
U.S. Direct Lending
 
E.U. Direct Lending
 
Total Credit Group
Balance at 3/31/2017
$
16,761

 
$
4,693

 
$
3,366

 
$
4,260

 
$
26,293

 
$
9,858

 
$
65,231

Net new par/ equity commitments
465

 
53

 
(35
)
 
169

 
1,431

 

 
2,083

Net new debt commitments
881

 

 

 

 
815

 
571

 
2,267

Distributions
(1,699
)
 
(341
)
 
(15
)
 

 
(1,094
)
 
(297
)
 
(3,446
)
Change in fund value
181

 
97

 
35

 
82

 
282

 
635

 
1,312

Balance at 6/30/2017
$
16,589

 
$
4,502

 
$
3,351

 
$
4,511

 
$
27,727

 
$
10,767

 
$
67,447

Average AUM(1)
$
16,675

 
$
4,598

 
$
3,359

 
$
4,386

 
$
27,010

 
$
10,313

 
$
66,341

 
(1)
Represents the quarterly average of beginning and ending balances.
(2)
Includes $6.5 billion related to the first close of ACE IV, which had its final close in July 2018 of an additional $1.1 billion to reach its hard cap of $7.6 billion.

The tables below provide the period‑to‑period rollforwards of AUM for the Credit Group for the six months ended June 30, 2018 and 2017 (in millions):

 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Structured Credit
 
U.S. Direct Lending
 
E.U. Direct Lending(2)
 
Total Credit Group
Balance at 12/31/2017
$
16,530

 
$
4,630

 
$
3,333

 
$
4,791

 
$
30,640

 
$
11,808

 
$
71,732

Net new par/ equity commitments
130

 
200

 
39

 
974

 
3,781

 
7,335

 
12,459

Net new debt commitments
1,574

 

 

 

 
2,925

 
246

 
4,745

Distributions
(580
)
 
(453
)
 
(473
)
 
(76
)
 
(1,331
)
 
(223
)
 
(3,136
)
Change in fund value
(27
)
 
4

 
32

 
64

 
823

 
162

 
1,058

Balance at 6/30/2018
$
17,627

 
$
4,381

 
$
2,931

 
$
5,753

 
$
36,838

 
$
19,328

 
$
86,858

Average AUM(1)
$
17,190

 
$
4,531

 
$
3,142

 
$
5,150

 
$
34,013

 
$
14,608

 
$
78,634


 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Structured Credit
 
U.S. Direct Lending
 
E.U. Direct Lending
 
Total Credit Group
Balance at 12/31/2016
$
17,260

 
$
4,978

 
$
3,304

 
$
4,254

 
$
21,110

 
$
9,560

 
$
60,466

Acquisitions

 

 

 

 
3,605

 

 
3,605

Net new par/ equity commitments
519

 
110

 
(28
)
 
169

 
3,370

 
214

 
4,354

Net new debt commitments
1,290

 

 

 

 
875

 
571

 
2,736

Distributions
(2,716
)
 
(766
)
 
(29
)
 
(114
)
 
(1,559
)
 
(472
)
 
(5,656
)
Change in fund value
236

 
180

 
104

 
202

 
326

 
894

 
1,942

Balance at 6/30/2017
$
16,589

 
$
4,502

 
$
3,351

 
$
4,511

 
$
27,727

 
$
10,767

 
$
67,447

Average AUM(1)
$
16,870

 
$
4,724

 
$
3,340

 
$
4,342

 
$
25,043

 
$
10,062

 
$
64,381

 
(1)
Represents the quarterly average of beginning and ending balances.
(2)
Includes $6.5 billion related to the first close of ACE IV, which had its final close in July 2018 of an additional $1.1 billion to reach its hard cap of $7.6 billion.



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Credit Group—Fee Paying AUM
The tables below provide the period‑to‑period rollforwards of fee paying AUM for the Credit Group for the three months ended June 30, 2018 and 2017 (in millions):
 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Structured Credit
 
U.S. Direct Lending
 
E.U. Direct Lending
 
Total Credit Group
FPAUM Balance at 3/31/2018
$
15,592

 
$
4,578

 
$
2,621

 
$
3,515

 
$
18,158

 
$
7,076

 
$
51,540

Commitments
1,721

 
56

 
1

 
35

 
45

 
30

 
1,888

Subscriptions/deployment/increase in leverage

 

 
25

 
60

 
1,134

 
732

 
1,951

Redemptions/distributions/decrease in leverage
(163
)
 
(293
)
 
(307
)
 
(188
)
 
(890
)
 
(268
)
 
(2,109
)
Change in fund value
(6
)
 
39

 
29

 
10

 
186

 
(192
)
 
66

Change in fee basis

 

 

 

 

 

 

FPAUM Balance at 6/30/2018
$
17,144

 
$
4,380

 
$
2,369

 
$
3,432

 
$
18,633

 
$
7,378

 
$
53,336

Average FPAUM(1)
$
16,368

 
$
4,479

 
$
2,495

 
$
3,474

 
$
18,396

 
$
7,227

 
$
52,439

 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Structured Credit
 
U.S. Direct Lending
 
E.U. Direct Lending
 
Total Credit Group
FPAUM Balance at 3/31/2017
$
15,564

 
$
4,693

 
$
2,784

 
$
3,176

 
$
14,273

 
$
5,206

 
$
45,696

Commitments
1,068

 
49

 

 
80

 
54

 

 
1,251

Subscriptions/deployment/increase in leverage

 
3

 
18

 
112

 
791

 
341

 
1,265

Redemptions/distributions/decrease in leverage
(1,704
)
 
(341
)
 
(36
)
 
(40
)
 
(300
)
 
(263
)
 
(2,684
)
Change in fund value
134

 
99

 
31

 
86

 
227

 
179

 
756

Change in fee basis

 

 

 

 

 
225

 
225

FPAUM Balance at 6/30/2017
$
15,062

 
$
4,503

 
$
2,797

 
$
3,414

 
$
15,045

 
$
5,688

 
$
46,509

Average FPAUM(1)
$
15,313

 
$
4,598

 
$
2,791

 
$
3,295

 
$
14,659

 
$
5,447

 
$
46,103

 
(1) Represents the quarterly average of beginning and ending balances.
The tables below provide the period‑to‑period rollforwards of fee paying AUM for the Credit Group for the six months ended June 30, 2018 and 2017 (in millions):
 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Structured Credit
 
U.S. Direct Lending
 
E.U. Direct Lending
 
Total Credit Group
FPAUM Balance at 12/31/2017
$
15,251

 
$
4,629

 
$
2,809

 
$
3,434

 
$
16,869

 
$
6,458

 
$
49,450

Commitments
2,425

 
189

 
4

 
95

 
75

 
30

 
2,818

Subscriptions/deployment/increase in leverage

 
12

 
25

 
149

 
2,373

 
1,356

 
3,915

Redemptions/distributions/decrease in leverage
(566
)
 
(451
)
 
(499
)
 
(289
)
 
(1,136
)
 
(393
)
 
(3,334
)
Change in fund value
38

 
4

 
30

 
43

 
452

 
(73
)
 
494

Change in fee basis
(4
)
 
(3
)
 

 

 

 

 
(7
)
FPAUM Balance at 6/30/2018
$
17,144

 
$
4,380

 
$
2,369

 
$
3,432

 
$
18,633

 
$
7,378

 
$
53,336

Average FPAUM(1)
$
15,996

 
$
4,529

 
$
2,600

 
$
3,460

 
$
17,887

 
$
6,971

 
$
51,443

 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Structured Credit
 
U.S. Direct Lending
 
E.U. Direct Lending
 
Total Credit Group
FPAUM Balance at 12/31/2016
$
15,998

 
$
4,978

 
$
2,705

 
$
3,128

 
$
11,292

 
$
4,608

 
$
42,709

Acquisitions

 

 

 

 
2,789

 

 
2,789

Commitments
1,523

 
96

 
3

 
80

 
81

 

 
1,783

Subscriptions/deployment/increase in leverage

 
14

 
42

 
147

 
1,165

 
914

 
2,282

Redemptions/distributions/decrease in leverage
(2,630
)
 
(766
)
 
(49
)
 
(131
)
 
(612
)
 
(315
)
 
(4,503
)
Change in fund value
171

 
181

 
96

 
190

 
330

 
256

 
1,224

Change in fee basis

 

 

 

 

 
225

 
225

FPAUM Balance at 6/30/2017
$
15,062

 
$
4,503

 
$
2,797

 
$
3,414

 
$
15,045

 
$
5,688

 
$
46,509

Average FPAUM(1)
$
15,541

 
$
4,725

 
$
2,762

 
$
3,239

 
$
13,537

 
$
5,167

 
$
44,971

 
(1) Represents the quarterly average of beginning and ending balances.

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The charts below present FPAUM for the Credit Group by its fee basis as of June 30, 2018 and 2017 (in millions):
CHART-E31212A0D579545086A.JPG CHART-1D45A2F8AC465F0A8BE.JPG
FPAUM: $53,336
FPAUM: $46,509


The components of our AUM, including the portion that is FPAUM, for the Credit Group are presented below as of June 30, 2018 and 2017 (in millions):
CHART-3FDFDE8483995915A22.JPG CHART-839114316E8C577B924.JPG
AUM: $86,858
AUM: $67,447
(1) Includes $7.0 billion and $6.4 billion of AUM of funds for which we indirectly earn management fees as of June 30, 2018 and 2017 , respectively.


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Table of Contents

Credit Group—Fund Performance Metrics as of June 30, 2018
The Credit Group managed 152 funds as of June 30, 2018 across the liquid and illiquid credit strategies. ARCC contributed approximately 55% of the Credit Group’s total management fees for the six months ended June 30, 2018 . In addition to ARCC, four significant funds contributed approximately 8% of the Credit Group’s management fees for the six months ended June 30, 2018 . Our significant non-drawdown funds are ARCC; one sub-advised fund; and one separately managed account over which we exercise sole investment discretion. Our significant drawdown funds are Ares Capital Europe II, L.P. (“ACE II”), a 2013 vintage commingled fund; and Ares Capital Europe III, L.P. (“ACE III”), a 2015 vintage commingled fund, both of which focus on direct lending to European middle market companies.
The following table presents the performance data for our significant funds in the Credit Group that are not drawdown funds:
 
 
 
As of June 30, 2018
 
 
 
 
 
 
 
Returns(%)(1)
 
 
 
Year of
 
AUM
 
Current Quarter
 
Year-To-Date
 
Since Inception(2)
 
Primary
Investment Strategy
Fund
Inception
 
(in millions)
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
ARCC(3)
2004
 
$
15,020

 
N/A
 
3.5
 
N/A

 
7.0

 
N/A
 
11.9
 
U.S. Direct Lending
Sub-advised Client A(4)
2007
 
618

 
1.2
 
1.1
 
0.2

 

 
7.6
 
7.2
 
High Yield
Separately Managed Account Client B(4)
2016
 
718

 
0.4
 
0.3
 
(1.0
)
 
(1.1
)
 
4.7
 
4.4
 
High Yield
 
(1)
Returns are time-weighted rates of return and include the reinvestment of income and other earnings from securities or other investments and reflect the deduction of all trading expenses.
(2)
Since inception returns are annualized.
(3)
Net returns are calculated using the fund's NAV and assume dividends are reinvested at the closest quarter-end NAV to the relevant quarterly ex-dividend dates. Additional information related to ARCC can be found in its financial statements filed with the SEC, which are not part of this report.
(4)
Gross returns do not reflect the deduction of management fees or any other expenses. Net returns are calculated by subtracting the applicable management fee from the gross returns on a monthly basis.
The following table presents the performance data of our significant drawdown funds:
 
 
 
 
 
As of June 30, 2018 (Dollars in millions)
 
 
 
 
 
 
 
Year of Inception
 
AUM
 
Original Capital Commitments
 
Cumulative Invested Capital
 
Realized Proceeds(1)
 
Unrealized Value(2)
 
Total Value
 
MoIC
 
IRR(%)
 
Primary
Investment Strategy
Fund
 
 
 
 
 
 
 
Gross(3)
 
Net(4)
 
Gross(5)
 
Net(6)
 
ACE II(7)
2013
 
$
1,427

 
$
1,216

 
$
968

 
$
577

 
$
699

 
$
1,276

 
1.4x
 
1.3x
 
10.4
 
7.7
 
E.U. Direct Lending
ACE III(8)
2015
 
5,060

 
2,822

 
3,068

 
235

 
3,347

 
3,582

 
1.2x
 
1.2x
 
17.8
 
13.5
 
E.U. Direct Lending
 
(1)
Realized proceeds represent the sum of all cash distributions to all partners and if applicable, exclude tax and incentive distributions made to the general partner.
(2)
Unrealized value represents the fund's NAV reduced by the accrued incentive allocation, if applicable. There can be no assurance that unrealized values will be realized at the valuations indicated.
(3)
The gross multiple of invested capital (“MoIC”) is calculated at the fund-level and is based on the interests of the fee-paying limited partners and if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or performance income. The gross MoIC is before giving effect to management fees, performance income as applicable and other expenses.
(4)
The net MoIC is calculated at the fund-level and is based on the interests of the fee-paying limited partners and if applicable, excludes those interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or performance income. The net MoIC is after giving effect to management fees, performance income as applicable and other expenses.
(5)
The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Gross IRR reflects returns to the fee-paying limited partners and if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or performance income. The cash flow dates used in the gross IRR calculation are based on the actual dates of the cash flows. Gross IRRs are calculated before giving effect to management fees, performance income as applicable, and other expenses.
(6)
The net IRR is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Net IRRs reflect returns to the fee-paying limited partners and if applicable, exclude interests attributable to the non-fee paying limited partners and/or the general partner who does not pay management fees or performance income. The cash flow dates used in the net IRR calculations are based on the actual dates of the cash flows. The net IRRs are calculated after giving effect to management fees, performance income as applicable, and other expenses. The funds may utilize a credit facility during the investment

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period and for general cash management purposes. Net fund-level IRRs would likely have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
(7)
ACE II is made up of two feeder funds, one denominated in U.S. dollars and one denominated in Euros. The gross and net IRR and gross and net MoIC presented in the chart are for the U.S. dollar denominated feeder fund as that is the larger of the two feeders. The gross and net IRR for the Euro denominated feeder fund are 12.3% and 9.3%, respectively. The gross and net MoIC for the Euro denominated feeder fund are 1.5x and 1.4x, respectively. Original capital commitments are converted to U.S. dollars at the prevailing exchange rate at the time of the fund's closing. All other values for ACE II are for the combined fund and are converted to U.S. dollars at the prevailing quarter-end exchange rate. The variance between the gross and net MoICs and the net IRRs for the U.S. dollar denominated and Euro denominated feeder funds is driven by the U.S. GAAP mark-to-market reporting of the foreign currency hedging program in the U.S. dollar denominated feeder fund. The feeder fund will be holding the foreign currency hedges until maturity, and therefore is expected to ultimately recognize a gain while mitigating the currency risk associated with the initial principal investments.
(8)
ACE III is made up of two feeder funds, one denominated in U.S. dollars and one denominated in Euros. The gross and net MoIC presented in the chart are for the Euro denominated feeder fund as that is the larger of the two feeders. The gross and net IRR for the U.S. dollar denominated feeder fund are 16.4% and 12.1%, respectively. The gross and net MoIC for the U.S. dollar denominated feeder fund are 1.2x and 1.2x, respectively. Original capital commitments are converted to U.S. dollars at the prevailing exchange rate at the time of the fund's closing. All other values for ACE III are for the combined fund and are converted to U.S. dollars at the prevailing quarter-end exchange rate.


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Table of Contents

Private Equity Group
The following table sets forth certain statement of operations data and certain other data of our Private Equity Group segment for the periods presented.
 
Three Months Ended
 
Favorable (Unfavorable)
 
Six Months Ended
 
Favorable (Unfavorable)
 
June 30,
 
 
June 30,
 
 
2018
 
2017
 
$ Change
 
% Change
 
2018
 
2017
 
$ Change
 
% Change
 
(Dollars in thousands)
Management fees
$
49,318

 
$
56,427

 
$
(7,109
)
 
(13
)%
 
$
99,205

 
$
96,246

 
$
2,959

 
3
 %
Other fees
337

 
338

 
(1
)
 
 %
 
677

 
678

 
(1
)
 
 %
Compensation and benefits
(18,672
)
 
(18,388
)
 
(284
)
 
(2
)%
 
(37,871
)
 
(31,606
)
 
(6,265
)
 
(20
)%
General, administrative and other expenses
(4,175
)
 
(4,345
)
 
170

 
4
 %
 
(8,216
)
 
(8,543
)
 
327

 
4
 %
Fee Related Earnings
26,808

 
34,032

 
(7,224
)
 
(21
)%
 
53,795

 
56,775

 
(2,980
)
 
(5
)%
Performance income-realized
80,415

 
64,780

 
15,635

 
24
 %
 
84,813

 
64,780

 
20,033

 
31
 %
Performance income-unrealized
(133,605
)
 
228,747

 
(362,352
)
 
NM

 
(112,539
)
 
260,984

 
(373,523
)
 
NM

Performance related compensation-realized
(64,311
)
 
(50,914
)
 
(13,397
)
 
(26
)%
 
(67,871
)
 
(50,914
)
 
(16,957
)
 
(33
)%
Performance related compensation-unrealized
106,912

 
(184,021
)
 
290,933

 
NM

 
88,218

 
(209,526
)
 
297,744

 
NM

Net performance income
(10,589
)
 
58,592

 
(69,181
)
 
NM

 
(7,379
)
 
65,324

 
(72,703
)
 
NM

Investment income-realized
9,016

 
2,717

 
6,299

 
232
 %
 
9,687

 
3,296

 
6,391

 
194
 %
Investment income (loss)-unrealized
290

 
25,354

 
(25,064
)
 
(99
)%
 
(3,860
)
 
33,900

 
(37,760
)
 
NM

Interest and other investment income
3,039

 
1,983

 
1,056

 
53
 %
 
3,368

 
2,135

 
1,233

 
58
 %
Interest expense
(1,440
)
 
(1,397
)
 
(43
)
 
(3
)%
 
(2,668
)
 
(2,910
)
 
242

 
8
 %
Net investment income
10,905

 
28,657

 
(17,752
)
 
(62
)%
 
6,527

 
36,421

 
(29,894
)
 
(82
)%
Performance related earnings
316

 
87,249

 
(86,933
)
 
(100
)%
 
(852
)
 
101,745

 
(102,597
)
 
NM

Economic net income
$
27,124

 
$
121,281

 
(94,157
)
 
(78
)%
 
$
52,943

 
$
158,520

 
(105,577
)
 
(67
)%
Realized income
$
53,408

 
$
50,151

 
3,257

 
6
 %
 
$
80,735

 
$
72,496

 
8,239

 
11
 %
 
NM - Not meaningful

Accrued carried interest for the Private Equity Group includes the following:
 
As of June 30,
 
As of December 31,
 
2018
 
2017
 
(Dollars in thousands)
ACOF III
$
510,993

 
$
570,578

ACOF IV
184,204

 
217,354

EIF V

 
16,215

Other funds
7,671

 
11,260

Total Private Equity Group
$
702,868

 
$
815,407

    
    

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Table of Contents

Performance income for the Private Equity Group includes the following:
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
 
Realized
 
Unrealized
 
Total
 
Realized
 
Unrealized
 
Total
 
(Dollars in thousands)
ACOF III
$
80,415

 
$
(90,234
)
 
$
(9,819
)
 
$
4,263

 
$
206,293

 
$
210,556

ACOF IV

 
(41,578
)
 
(41,578
)
 
55,853

 
41,203

 
97,056

ACOF V

 

 

 

 
(5,719
)
 
(5,719
)
EIF V

 

 

 

 
(2,477
)
 
(2,477
)
Other funds

 
(1,793
)
 
(1,793
)
 
4,664

 
(10,553
)
 
(5,889
)
Total Private Equity Group
$
80,415


$
(133,605
)

$
(53,190
)
 
$
64,780

 
$
228,747

 
$
293,527

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
 
Realized
 
Unrealized
 
Total
 
Realized
 
Unrealized
 
Total
 
(Dollars in thousands)
ACOF III
$
83,209

 
$
(59,584
)
 
$
23,625

 
$
4,263

 
$
183,526

 
$
187,789

ACOF IV
1,604

 
(33,150
)
 
(31,546
)
 
55,853

 
96,026

 
151,879

ACOF V

 

 

 

 

 

EIF V

 
(16,215
)
 
(16,215
)
 

 
(2,439
)
 
(2,439
)
Other funds

 
(3,590
)
 
(3,590
)
 
4,664

 
(16,129
)
 
(11,465
)
Total Private Equity Group
$
84,813

 
$
(112,539
)
 
$
(27,726
)
 
$
64,780

 
$
260,984

 
$
325,764

        
The following tables present the components of the change in performance income - unrealized for the Private Equity Group:
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
(Dollars in thousands)
ACOF III
$
(80,415
)
 
$

 
$
(9,820
)
 
$
(90,235
)
 
$
(4,263
)
 
$
210,556

 
$

 
$
206,293

ACOF IV

 

 
(41,578
)
 
(41,578
)
 
(55,853
)
 
97,056

 

 
41,203

ACOF V

 

 

 

 

 

 
(5,719
)
 
(5,719
)
EIF V

 

 

 

 

 

 
(2,477
)
 
(2,477
)
Other funds

 

 
(1,792
)
 
(1,792
)
 
(4,664
)
 
5

 
(5,894
)
 
(10,553
)
Total Private Equity Group
$
(80,415
)
 
$

 
$
(53,190
)
 
$
(133,605
)
 
$
(64,780
)
 
$
307,617

 
$
(14,090
)
 
$
228,747

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
(Dollars in thousands)
ACOF III
$
(83,209
)
 
$
23,625

 
$

 
$
(59,584
)
 
$
(4,263
)
 
$
187,789

 
$

 
$
183,526

ACOF IV
(1,604
)
 

 
(31,546
)
 
(33,150
)
 
(55,853
)
 
151,879

 

 
96,026

ACOF V

 

 

 

 

 

 

 

EIF V

 

 
(16,215
)
 
(16,215
)
 

 

 
(2,439
)
 
(2,439
)
Other funds

 
961

 
(4,551
)
 
(3,590
)
 
(4,664
)
 
1,014

 
(12,479
)
 
(16,129
)
Total Private Equity Group
$
(84,813
)
 
$
24,586

 
$
(52,312
)
 
$
(112,539
)
 
$
(64,780
)
 
$
340,682

 
$
(14,918
)
 
$
260,984



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Private Equity Group— Three and Six Months Ended June 30, 2018 Compared to Three and Six Months Ended June 30, 2017
Fee Related Earnings:
Fee related earnings decreased by $7.2 million , or 21% , to $26.8 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $3.0 million , or 5% , to $53.8 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Fee related earnings were impacted by fluctuations of the following components:
Management Fees. Total management fees decreased by $7.1 million , or 13% , to $49.3 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 . The decrease was primarily driven by the impact of a $5.5 million one-time catch-up fee related to the final close of EIF V recognized during the three months ended June 30, 2017. Additionally, ACOF III, U.S. Power Fund III, L.P. (“USPF III”) and U.S. Power Fund IV, L.P. (“USPF IV”) sold investments subsequent to June 30, 2017 resulting in a $2.5 million decrease in management fees for the three month comparative periods, as these funds are no longer in their reinvestment periods with management fees based on invested capital. Conversely, capital deployment in Ares Special Situations Fund IV, L.P. (“SSF IV”) increased its fee basis and management fees by $1.5 million for the three month comparative periods.
Total management fees increased by $3.0 million , or 3% , to $99.2 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increase for the six month comparative periods was primarily driven by an $18.5 million increase in management fees for the six month comparative periods from Ares Corporate Opportunities Fund V, L.P. (“ACOF V”), which began generating fees in March 2017 and by a $2.4 million increase in management fees for the six month comparative periods attributable to increased invested capital in SSF IV in the current year period. Conversely, management fees from ACOF IV decreased by $8.4 million for the six month comparative periods due to a reduced fee rate and change in fee basis in connection with the launch of ACOF V. Additionally offsetting the increase was $5.8 million of one-time catch-up fees related to the final closings of EIF V recognized during the six months ended June 30, 2017. ACOF III, USPF III and USPF IV sold investments subsequent to June 30, 2017, reducing invested capital and resulting in a $4.3 million decrease in management fees for the six month comparative periods.
The effective management fee rate, excluding the effect of one-time catch-up fees, increased from 1.18% for the three months ended June 30, 2017 to 1.19% for the three months ended June 30, 2018 . The effective management fee rate, excluding the effect of one-time catch-up fees, decreased from 1.20% for the six months ended June 30, 2017 to 1.19% for the six months ended June 30, 2018 . The decrease for the six month comparative period was primarily the result of a reduced fee rate at ACOF IV.
Compensation and Benefits.  Compensation and benefits expenses increased by $0.3 million , or 2% , to $18.7 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $6.3 million , or 20% , to $37.9 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increase for the six month comparative periods was primarily due to additional headcount to expand our capabilities within the special situations strategy and to support an increasing asset base and pool of investments within our corporate opportunity strategy, as well as an increase in incentive compensation. Compensation and benefits expenses represented 37.9% and 38.2% of management fees for the three and six months ended June 30, 2018 compared to 32.6% and 32.8% for the three and six months ended June 30, 2017 .
Performance Related Earnings:
Performance related earnings decreased by $86.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $102.6 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Performance related earnings were impacted by fluctuations of the following components:
  Net Performance Income. Net performance income includes realized and unrealized performance income, net of realized and unrealized performance related compensation. The impact of reversals of previously recognized performance income and the corresponding performance related compensation expense is reflected as a reduction in unrealized performance income and unrealized performance related compensation.
Net performance income decreased by $69.2 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $72.7 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Net performance income for the three months ended June 30, 2018 primarily included an $8.3 million reversal of net performance income due to a reduction in fair value of one of ACOF IV’s industrial portfolio companies. Net performance income for the six months ended June 30, 2018 included the following: (i) $6.3 million reversal of net performance income due to a

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reduction in fair value of one of ACOF IV’s industrial portfolio companies; (ii) $4.9 million reversal of net performance income attributable to EIF V primarily due to a reduction in fair value of one of its energy portfolio companies; offset by (iii) $4.7 million of net performance income attributable to ACOF III primarily due to market appreciation of one of its publicly traded retail portfolio companies.
Net performance income for the three and six months ended June 30, 2017 included the following: (i) $42.1 million and $37.6 million, respectively, of net performance income attributable to ACOF III primarily due to significant market appreciation of one of its publicly traded retail portfolio companies following the company's initial public offering; and (ii) $19.4 million and $30.4 million, respectively, of net performance income attributable to ACOF IV primarily due to an increased fair value of one of its veterinary portfolio companies following a minority sale of the company.
Net Investment Income.  Net investment income decreased by $17.8 million to $10.9 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $29.9 million to $6.5 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The decreases were primarily driven by lower net gains of $39.4 million and $31.1 million for the three and six month comparative periods, respectively, on our investment in ACOF III attributable to one of the fund’s publicly traded retail portfolio companies following its initial public offering in the prior year period. Offsetting the decrease was an increase in market appreciation of $17.9 million on our investment in our Asian corporate private equity fund primarily due to an increased valuation as a result of a recent round of fundraising of one the fund's portfolio companies for the three months ended June 30, 2018 compared to the three months ended June 30, 2017.
Realized Income:
Realized income increased by $3.3 million , or 6% , to $53.4 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $8.2 million , or 11% , to $80.7 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by increases in net realized investment and other income of $8.2 million and $8.1 million for the three and six month comparative periods, respectively, and by increases in net realized performance fees of $2.2 million and $3.1 million for the three and six month comparative periods, respectively. Increases in realized performance fees and realized investment income were primarily due to realizations and related distributions from ACOF III's partial sale of its position in a publicly traded retail portfolio company. Conversely, FRE decreased by $7.2 million and $3.0 million for the three and six month comparative periods, respectively.
Economic Net Income:
Economic net income is composed of fee related earnings and performance related earnings. Economic net income decreased by $94.2 million to $27.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $105.6 million to $52.9 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 , as a result of the fluctuations described above.

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Private Equity Group—Assets Under Management
The tables below provide the period‑to‑period rollforwards of AUM for the Private Equity Group for the three months ended June 30, 2018 and 2017 (in millions):
 
Corporate Private Equity
 
Private Equity - EIF
 
Special Situations
 
Total Private Equity Group
Balance at 3/31/2018
$
18,728

 
$
4,061

 
$
1,514

 
$
24,303

Net new equity commitments

 
350

 

 
350

Distributions
(485
)
 
(545
)
 
(9
)
 
(1,039
)
Change in fund value
(157
)
 
117

 
28

 
(12
)
Balance at 6/30/2018
$
18,086

 
$
3,983

 
$
1,533

 
$
23,602

Average AUM(1)
$
18,407

 
$
4,022

 
$
1,524

 
$
23,953

 
Corporate Private Equity
 
Private Equity - EIF
 
Special Situations
 
Total Private Equity Group
Balance at 3/31/2017
$
18,384

 
$
4,574

 
$
1,695

 
$
24,653

Net new equity commitments
(3
)
 
284

 

 
281

Distributions
(535
)
 
(32
)
 
(93
)
 
(660
)
Change in fund value
1,624

 
(100
)
 
(28
)
 
1,496

Balance at 6/30/2017
$
19,470

 
$
4,726

 
$
1,574

 
$
25,770

Average AUM(1)
$
18,927

 
$
4,650

 
$
1,635

 
$
25,212

 
 
(1)
Represents the quarterly average of beginning and ending balances.

The tables below provide the period‑to‑period rollforwards of AUM for the Private Equity Group for the six months ended June 30, 2018 and 2017 (in millions):

 
Corporate Private Equity
 
Private Equity - EIF
 
Special Situations
 
Total Private Equity Group
Balance at 12/31/2017
$
18,557

 
$
4,423

 
$
1,550

 
$
24,530

Net new equity commitments
13

 
350

 

 
363

Distributions
(509
)
 
(763
)
 
(49
)
 
(1,321
)
Change in fund value
25

 
(27
)
 
32

 
30

Balance at 6/30/2018
$
18,086

 
$
3,983

 
$
1,533

 
$
23,602

Average AUM(1)
$
18,457

 
$
4,156

 
$
1,532

 
$
24,145


 
Corporate Private Equity
 
Private Equity - EIF
 
Special Situations
 
Total Private Equity Group
Balance at 12/31/2016
$
18,162

 
$
5,143

 
$
1,736

 
$
25,041

Net new equity commitments
23

 
300

 

 
323

Distributions
(553
)
 
(609
)
 
(141
)
 
(1,303
)
Change in fund value
1,838

 
(108
)
 
(21
)
 
1,709

Balance at 6/30/2017
$
19,470

 
$
4,726

 
$
1,574

 
$
25,770

Average AUM(1)
$
18,672

 
$
4,814

 
$
1,668

 
$
25,154

 
 
(1)
Represents the quarterly average of beginning and ending balances.






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Private Equity Group—Fee Paying AUM
The tables below provide the period‑to‑period rollforwards of fee paying AUM for the Private Equity Group for the three months ended June 30, 2018 and 2017 (in millions):
 
Corporate Private Equity
 
Private Equity - EIF
 
Special Situations
 
Total Private Equity Group
FPAUM Balance at 3/31/2018
$
12,104

 
$
3,634

 
$
925

 
$
16,663

Commitments

 
350

 

 
350

Subscriptions/deployment/increase in leverage
94

 
33

 
44

 
171

Redemptions/distributions/decrease in leverage
(66
)
 
(500
)
 
(24
)
 
(590
)
Change in fund value
(5
)
 

 

 
(5
)
FPAUM Balance at 6/30/2018
$
12,127

 
$
3,517

 
$
945

 
$
16,589

Average FPAUM(1)
$
12,116

 
$
3,576

 
$
935

 
$
16,627

 
Corporate Private Equity
 
Private Equity - EIF
 
Special Situations
 
Total Private Equity Group
FPAUM Balance at 3/31/2017
$
12,720

 
$
3,865

 
$
597

 
$
17,182

Commitments
(3
)
 
284

 

 
281

Subscriptions/deployment/increase in leverage
230

 
9

 
217

 
456

Redemptions/distributions/decrease in leverage
(510
)
 
(24
)
 
(36
)
 
(570
)
Change in fund value

 
(53
)
 
(4
)
 
(57
)
FPAUM Balance at 6/30/2017
$
12,437

 
$
4,081

 
$
774

 
$
17,292

Average FPAUM(1)
$
12,579

 
$
3,973

 
$
686

 
$
17,238

 
(1) Represents the quarterly average of beginning and ending balances.
The tables below provide the period‑to‑period rollforwards of fee paying AUM for the Private Equity Group for the six months ended June 30, 2018 and 2017 (in millions):

 
Corporate Private Equity
 
Private Equity - EIF
 
Special Situations
 
Total Private Equity Group
FPAUM Balance at 12/31/2017
$
12,073

 
$
4,019

 
$
766

 
$
16,858

Commitments
13

 
350

 

 
363

Subscriptions/deployment/increase in leverage
123

 
34

 
217

 
374

Redemptions/distributions/decrease in leverage
(80
)
 
(886
)
 
(50
)
 
(1,016
)
Change in fund value
(2
)
 

 
12

 
10

FPAUM Balance at 6/30/2018
$
12,127

 
$
3,517

 
$
945

 
$
16,589

Average FPAUM(1)
$
12,101

 
$
3,723

 
$
879

 
$
16,703

 
Corporate Private Equity
 
Private Equity - EIF
 
Special Situations
 
Total Private Equity Group
FPAUM Balance at 12/31/2016
$
6,454

 
$
4,232

 
$
628

 
$
11,314

Commitments
7,622

 
300

 

 
7,922

Subscriptions/deployment/increase in leverage
409

 
169

 
259

 
837

Redemptions/distributions/decrease in leverage
(521
)
 
(332
)
 
(65
)
 
(918
)
Change in fund value

 
(288
)
 
(48
)
 
(336
)
Change in fee basis
(1,527
)
 

 

 
(1,527
)
FPAUM Balance at 6/30/2017
$
12,437

 
$
4,081

 
$
774

 
$
17,292

Average FPAUM(1)
$
10,537

 
$
4,059

 
$
666

 
$
15,262

 
(1)
Represents the quarterly average of beginning and ending balances.


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The charts below present FPAUM for the Private Equity Group by its fee basis as of June 30, 2018 and 2017 (in millions):
CHART-899145EFCB365AF1BAD.JPG CHART-F7A1889763175749AF8.JPG
FPAUM: $16,589
FPAUM: $17,292

The components of our AUM, including the portion that is FPAUM, for the Private Equity Group are presented below as of June 30, 2018 and 2017 (in millions):
CHART-43F0B0F8E6645CC690A.JPG CHART-EF95BEBD42B85436996.JPG
AUM: $23,602
AUM: $25,770



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Private Equity Group—Fund Performance Metrics as of June 30, 2018
The Private Equity Group managed 23 commingled funds and related co-investment vehicles as of June 30, 2018 . ACOF III, ACOF IV, ACOF V, SSF IV, USPF III, USPF IV and EIF V, each considered a significant fund, combined for approximately 96% of the Private Equity Group’s management fees for the six months ended June 30, 2018 . Our Corporate Private Equity funds focus on majority or shared-control investments, principally in under-capitalized companies in North America, Europe and Asia. Our special situations funds invest opportunistically across a broad spectrum of distressed or mispriced investments. Our U.S. power and energy infrastructure funds focus on generating long-term, stable cash-flowing investments in the power generation, transmission and midstream energy sector. ACOF III. ACOF IV, USPF III and USPF IV are in harvest mode, meaning they are generally not seeking to deploy capital into new investment opportunities, while ACOF V, SSF IV and EIF V are in deployment mode. We do not present fund performance metrics for significant funds with less than two years of historical information, except for those significant funds that pay management fees on invested capital, in which case performance is shown at the earlier of (i) the one year anniversary of the fund's first investment or (ii) such time the fund is 50% or more invested.
The following table presents the performance data for our significant funds in the Private Equity Group, all of which are drawdown funds:
 
 
 
 
 
As of June 30, 2018 (Dollars in millions)
 
 
 
 
 
 
 
Year of Inception
 
AUM
 
Original Capital Commitments
 
Cumulative Invested Capital
 
Realized Proceeds(1)
 
Unrealized Value(2)
 
Total Value
 
MoIC
 
IRR(%)
 
Primary Investment Strategy
Fund
 
 
 
 
 
 
 
Gross(3)
 
Net(4)
 
Gross(5)
 
Net(6)
 
USPF III
2007
 
$
481

 
$
1,350

 
$
1,808

 
$
2,110

 
$
448

 
$
2,558

 
1.4x
 
1.4x
 
7.4

 
4.9

 
U.S. Power and Energy Infrastructure
ACOF III
2008
 
4,208

 
3,510

 
3,867

 
6,662

 
3,889

 
10,551

 
2.7x
 
2.3x
 
30.7

 
22.9

 
Corporate Private Equity
USPF IV
2010
 
1,771

 
1,688

 
1,859

 
933

 
1,608

 
2,541

 
1.4x
 
1.3x
 
10.1

 
6.6

 
U.S. Power and Energy Infrastructure
ACOF IV
2012
 
5,295

 
4,700

 
4,107

 
2,520

 
4,427

 
6,947

 
1.7x
 
1.5x
 
20.4

 
13.7

 
Corporate Private Equity
EIF V
2015
 
787

 
801

 
505

 
146

 
418

 
564

 
1.1x
 
1.0x
 
12.0

 
(1.2
)
 
U.S. Power and Energy Infrastructure
SSF IV(7)
2015
 
1,367

 
1,515

 
1,693

 
774

 
801

 
1,576

 
0.9x
 
0.9x
 
(7.2
)
 
(8.9
)
 
Special Situations
ACOF V
2017
 
7,838

 
7,850

 
2,943

 
118

 
3,015

 
3,133

 
1.1x
 
1.0x
 
NA

 
NA

 
Corporate Private Equity
 
(1)
Realized proceeds represent the sum of all cash dividends, interest income, other fees and cash proceeds from realizations of interests in portfolio investments.
(2)
Unrealized value represents the fair market value of remaining investments. There can be no assurance that unrealized investments will be realized at the valuations indicated.
(3)
The gross MoIC is calculated at the investment-level and is based on the interests of all partners. The gross MoIC is before giving effect to management fees, performance fees as applicable and other expenses.
(4)
The net MoIC for the U.S. power and energy infrastructure and special situation funds is calculated at the fund-level. The net MoIC for the corporate private equity funds is calculated at the investment-level. For all funds, the net MoIC is based on the interests of the fee-paying limited partners   and if applicable, excludes those interests attributable to the non-fee paying limited partners and/or the general partner who does not pay management fees or performance income. The net MoIC is after giving effect to management fees, performance income as applicable and other expenses.
(5)
The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from investments and the residual value of the investments at the end of the measurement period. Gross IRRs reflect returns to all partners. Cash flows used in the gross IRR calculation are assumed to occur at month-end. The gross IRRs are calculated before giving effect to management fees, performance income as applicable, and other expenses.
(6)
The net IRR for the U.S. power and energy infrastructure and special situation funds is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. The cash flow dates used in the net IRR calculations are based on the actual dates of the cash flows. The net IRR for the corporate private equity funds is an annualized since inception net internal rate of return of cash flows to and from investments and the residual value of the investments at the end of the measurement period. The funds may utilize a credit facility during the investment period and for general cash management purposes. Net fund-level IRRs would likely have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. Cash flows used in the net IRR calculations are assumed to occur at month end. For all funds, the net IRRs are calculated after giving effect to management fees, performance income as applicable, and other expenses and exclude commitments by the general partner and Schedule I investors who do not pay either management fees or carried interest. Including the timing on contribution and distributions to and from the corporate private equity funds, net investor IRRs since inception for ACOF III is 22.2% and for ACOF IV is 12.9%.
(7)
In January 2017, a new team assumed portfolio management of SSF IV. In addition to presenting the cumulative performance measure by SSF IV, we have also adopted a new performance measurement called “SSF IV 2.0”.  SSF IV 2.0 is a subset of SSF IV positions and is intended to provide insight into the new team’s cumulative investment performance. SSF IV 2.0 investments represent (i) existing and re-underwritten positions by the new team on January 1, 2017 and (ii) all new investments made by the new team since January 1, 2017. As part of the re-underwriting process, each liquid investment in the SSF IV portfolio was evaluated and a determination was made whether to continue to hold such investment in the SSF IV portfolio or dispose of such investment. At the same time, legacy illiquid investments have been excluded from the SSF IV 2.0 track record as it was not possible to dispose of such investments in the near-term due to their private, illiquid nature. Since January 2017, SSF IV 2.0 has generated gross and net (realized and unrealized) internal rates of return of 15.6% and 10.8%, respectively, through June 30, 2018.


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Real Estate Group
The following table sets forth certain statement of operations data and certain other data of our Real Estate Group segment for the periods presented.
 
Three Months Ended
 
Favorable (Unfavorable)
 
Six Months Ended
 
Favorable (Unfavorable)
 
June 30,
 
 
June 30,
 
 
2018
 
2017
 
$ Change
 
% Change
 
2018
 
2017
 
$ Change
 
% Change
 
(Dollars in thousands)
Management fees
$
17,138

 
$
16,479

 
$
659

 
4
 %
 
$
32,311

 
$
32,094

 
$
217

 
1
 %
Other fees
7

 
19

 
(12
)
 
(63
)%
 
10

 
10

 

 
 %
Compensation and benefits
(8,768
)
 
(9,714
)
 
946

 
10
 %
 
(16,407
)
 
(19,450
)
 
3,043

 
16
 %
General, administrative and other expenses
(2,391
)
 
(3,091
)
 
700

 
23
 %
 
(4,823
)
 
(5,822
)
 
999

 
17
 %
Fee Related Earnings
5,986

 
3,693

 
2,293

 
62
 %
 
11,091

 
6,832

 
4,259

 
62
 %
Performance income-realized
521

 
1,467

 
(946
)
 
(64
)%
 
14,159

 
1,494

 
12,665

 
NM

Performance income-unrealized
13,830

 
29,789

 
(15,959
)
 
(54
)%
 
11,790

 
43,877

 
(32,087
)
 
(73
)%
Performance related compensation-realized
7

 
(161
)
 
168

 
NM

 
(8,214
)
 
(177
)
 
(8,037
)
 
NM

Performance related compensation-unrealized
(8,785
)
 
(18,632
)
 
9,847

 
53
 %
 
(8,276
)
 
(27,070
)
 
18,794

 
69
 %
Net performance income
5,573

 
12,463

 
(6,890
)
 
(55
)%
 
9,459

 
18,124

 
(8,665
)
 
(48
)%
Investment income (loss)-realized
(250
)
 
373

 
(623
)
 
NM

 
3,100

 
2,156

 
944

 
44
 %
Investment income (loss)-unrealized
(525
)
 
1,134

 
(1,659
)
 
NM

 
(1,757
)
 
690

 
(2,447
)
 
NM

Interest and other investment income (expense)
(1,218
)
 
1,534

 
(2,752
)
 
NM

 
(201
)
 
1,353

 
(1,554
)
 
NM

Interest expense
(452
)
 
(429
)
 
(23
)
 
(5
)%
 
(872
)
 
(861
)
 
(11
)
 
(1
)%
Net investment income (loss)
(2,445
)
 
2,612

 
(5,057
)
 
NM

 
270

 
3,338

 
(3,068
)
 
(92
)%
Performance related earnings
3,128

 
15,075

 
(11,947
)
 
(79
)%
 
9,729

 
21,462

 
(11,733
)
 
(55
)%
Economic net income
$
9,114

 
$
18,768

 
(9,654
)
 
(51
)%
 
$
20,820

 
$
28,294

 
(7,474
)
 
(26
)%
Realized income
$
6,479

 
$
5,181

 
1,298

 
25
 %
 
$
20,148

 
$
9,769

 
10,379

 
106
 %
 
NM - Not Meaningful

Accrued carried interest and incentive fee receivable for the Real Estate Group include the following:
 
As of June 30,
 
As of December 31,
 
2018
 
2017
 
(Dollars in thousands)
US VIII
$
37,706

 
$
32,940

EF IV
51,905

 
50,801

Other real estate funds
44,117

 
37,528

Subtotal
133,728

 
121,269

Other fee generating funds(1)
13,313

 
15,362

Total Real Estate Group
$
147,041

 
$
136,631

 
 
(1)
Relates to investment income from AREA Sponsor Holdings LLC that is reclassified for segment reporting to align with the character of the underlying income generated.

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The following tables present the components of performance income for the Real Estate Group. The three and six month periods ended June 30, 2017 include unrealized incentive fees, which are no longer recognized following our adoption of the new revenue recognition standard.
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
 
Realized
 
Unrealized
 
Total
 
Realized
 
Unrealized
 
Total
 
(Dollars in thousands)
US VIII
$

 
$
436

 
$
436

 
$

 
$
4,074

 
$
4,074

EF IV

 
11,012

 
11,012

 

 
18,964

 
18,964

Other real estate funds

 
2,934

 
2,934

 
267

 
7,734

 
8,001

Subtotal


14,382


14,382

 
267

 
30,772

 
31,039

Other fee generating funds(1)
521

 
(552
)
 
(31
)
 
1,200

 
(983
)
 
217

Total Real Estate Group
$
521


$
13,830


$
14,351

 
$
1,467


$
29,789


$
31,256

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
 
Realized
 
Unrealized
 
Total
 
Realized
 
Unrealized
 
Total
 
(Dollars in thousands)
US VIII
$

 
$
4,766

 
$
4,766

 
$

 
$
8,134

 
$
8,134

EF IV
12,396

 
1,104

 
13,500

 

 
28,055

 
28,055

Other real estate funds
1,242

 
7,447

 
8,689

 
294

 
8,647

 
8,941

Subtotal
13,638

 
13,317

 
26,955

 
294

 
44,836

 
45,130

Other fee generating funds(1)
521

 
(1,527
)
 
(1,006
)
 
1,200

 
(959
)
 
241

Total Real Estate Group
$
14,159

 
$
11,790

 
$
25,949

 
$
1,494

 
$
43,877

 
$
45,371

 
(1)
Relates to investment income from AREA Sponsor Holdings LLC that is reclassified for segment reporting to align with the character of the underlying income generated.

The following tables present the components of the change in performance income - unrealized for the Real Estate Group. The three and six month periods ended June 30, 2017 include unrealized incentive fees, which are no longer recognized following our adoption of the new revenue recognition standard.
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
(Dollars in thousands)
US VIII
$

 
$
436

 
$

 
$
436

 
$

 
$
4,074

 
$

 
$
4,074

EF IV

 
11,012

 

 
11,012

 

 
18,964

 

 
18,964

Other real estate funds

 
4,875

 
(1,941
)
 
2,934

 
(267
)
 
8,117

 
(116
)
 
7,734

Subtotal


16,323


(1,941
)

14,382


(267
)

31,155


(116
)

30,772

Other fee generating funds(1)
(521
)
 
337

 
(368
)
 
(552
)
 
(1,200
)
 
827

 
(610
)
 
(983
)
Total Real Estate Group
$
(521
)

$
16,660


$
(2,309
)

$
13,830


$
(1,467
)

$
31,982


$
(726
)

$
29,789

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
Performance Income - Realized
 
Increases
 
Decreases
 
Performance Income - Unrealized
 
(Dollars in thousands)
US VIII
$

 
$
4,766

 
$

 
$
4,766

 
$

 
$
8,134

 
$

 
$
8,134

EF IV
(12,396
)
 
13,500

 

 
1,104

 

 
28,055

 

 
28,055

Other real estate funds
(1,242
)
 
10,801

 
(2,112
)
 
7,447

 
(294
)
 
9,456

 
(515
)
 
8,647

Subtotal
(13,638
)
 
29,067

 
(2,112
)
 
13,317

 
(294
)
 
45,645

 
(515
)
 
44,836

Other fee generating funds(1)
(521
)
 
302

 
(1,308
)
 
(1,527
)
 
(1,200
)
 
1,149

 
(908
)
 
(959
)
Total Real Estate Group
$
(14,159
)
 
$
29,369

 
$
(3,420
)
 
$
11,790

 
$
(1,494
)
 
$
46,794

 
$
(1,423
)
 
$
43,877

 
(1)
Relates to investment income from AREA Sponsor Holdings LLC that is reclassified for segment reporting to align with the character of the underlying income generated.


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Real Estate Group— Three and Six Months Ended June 30, 2018 Compared to Three and Six Months Ended June 30, 2017
Fee Related Earnings:
Fee related earnings increased by $2.3 million , or 62% , to $6.0 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $4.3 million , or 62% , to $11.1 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Fee related earnings were impacted by fluctuations of the following components:
Management Fees.  Total management fees increased by $0.7 million , or 4% , to $17.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $0.2 million , or 1% , to $32.3 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Management fees for the three and six months ended June 30, 2018 included $2.1 million and $2.6 million, respectively, from the launch of our new flagship E.U. real estate equity fund that began generating management fees during the first quarter of 2018. Additionally, a recently launched flagship U.S. real estate equity fund increased management fees by $1.8 million and $3.0 million for the three and six month comparative periods, respectively, of which $0.9 million and $1.1 million were attributable to one-time catch up fees for the three and six month comparative periods, respectively. These increases were primarily offset by decreases of $0.7 million and $1.4 million caused by the liquidation of one of our European real estate equity funds for the three and six month comparative periods, respectively, combined with the sale of investments within certain of other real estate equity funds nearing the end of their fund terms.
The effective management fee rate, excluding the effect of one-time catch-up fees, decreased from 0.97% for the three and six months ended June 30, 2017 to 0.92% for the three months ended June 30, 2018 and to 0.93% for the six months ended June 30, 2018 . Fluctuations in effective management fee rates between periods are primarily due to a change in composition of committed capital to invested capital across our real estate funds, where the fee rate on committed capital increases as capital is invested.
Compensation and Benefits.  Compensation and benefits expenses decreased by $0.9 million , or 10% , to $8.8 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $3.0 million , or 16% , to $16.4 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The decreases were primarily driven by reductions in incentive based compensation. Compensation and benefits expenses represented 51.2% and 50.8% of management fees for the three and six months ended June 30, 2018 compared to 58.9% and 60.6% for the three and six months ended June 30, 2017 .
General, Administrative and Other Expenses. General, administrative and other expenses decreased by $0.7 million , or 23% , to $2.4 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $1.0 million , or 17% , to $4.8 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The decreases were primarily due to fundraising and related travel incurred in the prior year periods related to the launch of our new flagship U.S. real estate equity fund.
Performance Related Earnings:
Performance related earnings decreased by $11.9 million , or 79% , to $3.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $11.7 million , or 55% , to $9.7 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Performance related earnings were impacted by fluctuations of the following components:
Net Performance Income.  Net performance income includes realized and unrealized performance income, net of realized and unrealized performance related compensation. The impact of reversals of previously recognized performance income and the corresponding performance related compensation expense is reflected as a reduction in unrealized performance income and performance related compensation.
Net performance income decreased by $6.9 million , or 55% , to $5.6 million for the three months ended June 30, 2018  compared to the three months ended June 30, 2017 and by $8.7 million , or 48% , to $9.5 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The decreases were primarily due to greater market appreciation of U.S. and E.U. equity funds' investments in the prior year periods compared to the current year periods.

Net Investment Income (Loss).  Net investment income (loss) decreased by $5.1 million from net investment income of $2.6 million for the three months ended June 30, 2017 to a net investment loss of $2.4 million for the three months ended June 30, 2018 . Net investment income decreased by $3.1 million to $0.3 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Transaction gains from the revaluation of certain assets and liabilities denominated in foreign

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currencies of $1.3 million and $1.0 million for the three and six months ended June 30, 2017 decreased by $3.2 million and $2.1 million, respectively, to transaction losses of $1.9 million and $1.1 million, for the three and six months ended June 30, 2018, respectively. Additionally, investments in our U.S. and E.U. equity funds experienced decreases in net gains of $2.2 million and $1.5 million for the three and six month comparative periods, respectively, as a result of lower appreciation in property values during the current year periods compared to the prior year periods.
Realized Income:
Realized income increased by $1.3 million , or 25% , to $6.5 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $10.4 million , or 106% , to $20.1 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increase for the three month comparative periods was primarily driven by an increase in FRE of $2.3 million , offset by a decrease in net realized performance income of $0.8 million and by a decrease in net realized investment and other income of $0.2 million. The increase for the six month comparative periods was primarily driven by an increase in FRE of $4.3 million , by an increase in net realized performance income of $4.6 million and by an increase in net realized investment and other income of $1.5 million. Distributions from Ares European Real Estate Fund IV L.P. (“EF IV”) of investment income and performance income for the six months ended June 30, 2018 exceeded distributions of the prior year comparative period.
Economic Net Income:
Economic net income is composed of fee related earnings and performance related earnings. Economic net income decreased by $9.7 million , or 51% , to $9.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $7.5 million , or 26% , to $20.8 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 , as a result of the fluctuations described above.

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Real Estate Group—Assets Under Management
The tables below provide the period‑to‑period rollforwards of AUM for the Real Estate Group for the three months ended June 30, 2018 and 2017 (in millions):
 
Real Estate Equity - U.S.
 
Real Estate Equity - E.U.
 
Real Estate Debt
 
Total Real Estate Group
Balance at 3/31/2018
$
4,505

 
$
3,388

 
$
3,003

 
$
10,896

Net new equity commitments
110

 
197

 

 
307

Distributions
(133
)
 
(99
)
 
(8
)
 
(240
)
Change in fund value
72

 
(135
)
 
10

 
(53
)
Balance at 6/30/2018
$
4,554

 
$
3,351

 
$
3,005

 
$
10,910

Average AUM(1)
$
4,530

 
$
3,370

 
$
3,004

 
$
10,904

 
Real Estate Equity - U.S.
 
Real Estate Equity - E.U.
 
Real Estate Debt
 
Total Real Estate Group
Balance at 3/31/2017
$
4,136

 
$
3,050

 
$
2,755

 
$
9,941

Net new equity commitments
502

 

 

 
502

Net new debt commitments

 

 
236

 
236

Distributions
(74
)
 
(86
)
 
(8
)
 
(168
)
Change in fund value
95

 
179

 
7

 
281

Balance at 6/30/2017
$
4,659

 
$
3,143

 
$
2,990

 
$
10,792

Average AUM(1)
$
4,398

 
$
3,097

 
$
2,873

 
$
10,368

 
(1) Represents the quarterly average of beginning and ending balances.


The tables below provide the period‑to‑period rollforwards of AUM for the Private Equity Group for the six months ended June 30, 2018 and 2017 (in millions):

 
Real Estate Equity - U.S.
 
Real Estate Equity - E.U.
 
Real Estate Debt
 
Total Real Estate Group
Balance at 12/31/2017
$
4,578

 
$
2,704

 
$
2,947

 
$
10,229

Net new equity commitments
144

 
965

 
55

 
1,164

Distributions
(267
)
 
(248
)
 
(16
)
 
(531
)
Change in fund value
99

 
(70
)
 
19

 
48

Balance at 6/30/2018
$
4,554

 
$
3,351

 
$
3,005

 
$
10,910

Average AUM(1)
$
4,546

 
$
3,148

 
$
2,985

 
$
10,679

 
Real Estate Equity - U.S.
 
Real Estate Equity - E.U.
 
Real Estate Debt
 
Total Real Estate Group
Balance at 12/31/2016
$
4,106

 
$
3,100

 
$
2,546

 
$
9,752

Net new equity commitments
521

 

 

 
521

Net new debt commitments

 

 
509

 
509

Distributions
(93
)
 
(204
)
 
(78
)
 
(375
)
Change in fund value
125

 
247

 
13

 
385

Balance at 6/30/2017
$
4,659

 
$
3,143

 
$
2,990

 
$
10,792

Average AUM(1)
$
4,300

 
$
3,098

 
$
2,764

 
$
10,162

 
(1) Represents the quarterly average of beginning and ending balances.

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Real Estate Group—Fee Paying AUM
The tables below provide the period‑to‑period rollforwards of fee paying AUM for the Real Estate Group for the three months ended June 30, 2018 and 2017 (in millions):
 
Real Estate Equity - U.S.
 
Real Estate Equity - E.U.
 
Real Estate Debt
 
Total Real Estate Group
FPAUM Balance at 3/31/2018
$
3,008

 
$
2,729

 
$
1,014

 
$
6,751

Commitments
97

 

 

 
97

Subscriptions/deployment/increase in leverage
14

 
240

 
26

 
280

Redemptions/distributions/decrease in leverage
(67
)
 
(40
)
 
(8
)
 
(115
)
Change in fund value
7

 
(67
)
 
10

 
(50
)
FPAUM Balance at 6/30/2018
$
3,059

 
$
2,862

 
$
1,042

 
$
6,963

Average FPAUM(1)
$
3,034

 
$
2,796

 
$
1,028

 
$
6,858

 
Real Estate Equity - U.S.
 
Real Estate Equity - E.U.
 
Real Estate Debt
 
Total Real Estate Group
FPAUM Balance at 3/31/2017
$
2,758

 
$
2,484

 
$
1,115

 
$
6,357

Commitments
390

 

 

 
390

Subscriptions/deployment/increase in leverage
153

 

 
1

 
154

Redemptions/distributions/decrease in leverage
(62
)
 
(26
)
 
(8
)
 
(96
)
Change in fund value

 
78

 
7

 
85

Change in fee basis
(236
)
 

 

 
(236
)
FPAUM Balance at 6/30/2017
$
3,003

 
$
2,536

 
$
1,115

 
$
6,654

Average FPAUM(1)
$
2,881

 
$
2,510

 
$
1,115

 
$
6,506

 
(1) Represents the quarterly average of beginning and ending balances.
The tables below provide the period‑to‑period rollforwards of fee paying AUM for the Real Estate Group for the six months ended June 30, 2018 and 2017 (in millions):
 
Real Estate Equity - U.S.
 
Real Estate Equity - E.U.
 
Real Estate Debt
 
Total Real Estate Group
FPAUM Balance at 12/31/2017
$
3,062

 
$
2,064

 
$
1,063

 
$
6,189

Commitments
126

 
737

 

 
863

Subscriptions/deployment/increase in leverage
51

 
338

 
26

 
415

Redemptions/distributions/decrease in leverage
(148
)
 
(83
)
 
(67
)
 
(298
)
Change in fund value
5

 
(27
)
 
20

 
(2
)
Change in fee basis
(37
)
 
(167
)
 

 
(204
)
FPAUM Balance at 6/30/2018
$
3,059

 
$
2,862

 
$
1,042

 
$
6,963

Average FPAUM(1)
$
3,043

 
$
2,552

 
$
1,040

 
$
6,635

 
Real Estate Equity - U.S.
 
Real Estate Equity - E.U.
 
Real Estate Debt
 
Total Real Estate Group
FPAUM Balance at 12/31/2016
$
2,891

 
$
2,531

 
$
1,118

 
$
6,540

Commitments
390

 

 

 
390

Subscriptions/deployment/increase in leverage
204

 

 
3

 
207

Redemptions/distributions/decrease in leverage
(198
)
 
(46
)
 
(26
)
 
(270
)
Change in fund value

 
51

 
20

 
71

Change in fee basis
(284
)
 

 

 
(284
)
FPAUM Balance at 6/30/2017
$
3,003

 
$
2,536

 
$
1,115

 
$
6,654

Average FPAUM(1)
$
2,884

 
$
2,517

 
$
1,116

 
$
6,517

 
(1) Represents the quarterly average of beginning and ending balances.



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The charts below present FPAUM for the Real Estate Group by its fee basis as of June 30, 2018 and 2017 (in millions):
CHART-82FB9D505AAD55A1856.JPG CHART-E77536724A865B69BB9.JPG
FPAUM: $6,963
FPAUM: $6,654
(1) Market value/other includes ACRE fee paying AUM, which is based on ACRE's stockholders' equity.

The components of our AUM, including the portion that is FPAUM, for the Real Estate Group are presented below as of June 30, 2018 and 2017 (in millions):
CHART-68AE2C3763805FA19B9.JPG CHART-3C6B7E54473F51E5BE1.JPG
AUM: $10,910
AUM: $10,792



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Table of Contents

Real Estate Group—Fund Performance Metrics as of June 30, 2018
The Real Estate Group managed 43 funds in real estate debt and in real estate equity as of June 30, 2018 . Two funds in our Real Estate Group, each considered a significant fund, combined for approximately 25% of the Real Estate Group’s management fees for the six months ended June 30, 2018 : EF IV, a commingled fund focused on real estate assets located in Europe, primarily in the United Kingdom, France and Germany; and Ares European Property Enhancement Program II, L.P. (“EPEP II”), a commingled equity fund focused on real estate assets located in Europe.
The following table presents the performance data for our significant funds in the Real Estate Group, each of which are drawdown funds:
 
 
 
 
 
As of June 30, 2018 (Dollars in millions)
 
 
 
 
 
 
 
Year of Inception
 
AUM
 
Original Capital Commitments
 
Cumulative Invested Capital
 
Realized Proceeds(1)
 
Unrealized Value(2)
 
Total Value
 
MoIC
 
IRR(%)
 
Primary
Investment Strategy
Fund
 
 
 
 
 
 
 
Gross(3)
 
Net(4)
 
Gross(5)
 
Net(6)
 
EF IV(7)
2014
 
$
990

 
$
1,302

 
$
1,103

 
$
534

 
$
1,029

 
$
1,563

 
1.4x
 
1.2x
 
20.8
 
13.6
 
E.U. Real Estate Equity
EPEP II(8)
2015
 
680

 
747

 
342

 
132

 
289

 
422

 
1.2x
 
1.1x
 
18.4
 
21.3
 
E.U. Real Estate Equity
 
(1)
Realized proceeds include distributions of operating income, sales and financing proceeds received.
(2)
Unrealized value represents the fair market value of remaining investments. There can be no assurance that unrealized investments will be realized at the valuations indicated.
(3)
The gross MoIC is calculated at the investment level and is based on the interests of all partners. The gross MoIC for all funds is before giving effect to management fees, performance income as applicable and other expenses.
(4)
The net MoIC is calculated at the fund-level and is based on the interests of the fee-paying partners and, if applicable, excludes interests attributable to the non fee-paying partners and/or the general partner who does not pay management fees or performance income or has such fees rebated outside of the fund. The net MoIC is after giving effect to management fees, performance income as applicable and other expenses.
(5)
The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from investments and the residual value of the investments at the end of the measurement period. Gross IRRs reflect returns to all partners. Cash flows used in the gross IRR calculation are assumed to occur at quarter-end. The gross IRRs are calculated before giving effect to management fees, performance income as applicable, and other expenses.
(6)
The net IRR is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Net IRRs reflect returns to the fee-paying partners and, if applicable, excludes interests attributable to the non fee-paying partners and/or the general partner who does not pay management fees or performance income or has such fees rebated outside of the fund. The cash flow dates used in the net IRR calculation are based on the actual dates of the cash flows. The net IRRs are calculated after giving effect to management fees, performance income as applicable, and other expenses. The funds may utilize a credit facility during the investment period and for general cash management purposes. Net fund-level IRRs would likely have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
(7)
EF IV is made up of two parallel funds, one denominated in U.S. dollars and one denominated in Euros. The gross and net MoIC and gross and net IRRs presented in the chart are for the U.S. dollar denominated parallel fund as that is the larger of the two funds. The gross and net IRRs for the Euro denominated parallel fund are 21.1% and 14.2%, respectively. The gross and net MoIC for the Euro denominated parallel fund are 1.4x and 1.2x, respectively. Original capital commitments are converted to U.S. dollars at the prevailing exchange rate at the time of fund's closing.  All other values for EF IV are for the combined fund and are converted to U.S. dollars at the prevailing quarter-end exchange rate.
(8)
EPEP II is made up of dual currency investors and Euro currency investors. The gross and net MoIC presented in the chart are for dual currency investors as dual currency investors represent the largest group of investors in the fund. Multiples exclude foreign currency gains and losses since dual currency investors fund capital contributions and receive distributions in local deal currency (GBP or EUR) and therefore, do not realize foreign currency gains or losses. The gross and net IRRs for the euro currency investors, which include foreign currency gains and losses, are 17.9% and 20.3%, respectively. The gross and net MoIC for the Euro currency investors, which include foreign currency gains and losses, are 1.2x and 1.1x, respectively. Original capital commitments are converted to U.S. dollars at the prevailing exchange rate at the time of fund's closing. All other values for EPEP II are for the combined fund and are converted to U.S. dollars at the prevailing quarter-end exchange rate.


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Operations Management Group
The following table sets forth certain statement of operations data and certain other data of the OMG on a standalone basis for the periods presented.
 
Three Months Ended
 
Favorable (Unfavorable)
 
Six Months Ended
 
Favorable (Unfavorable)
 
June 30,
 
 
June 30,
 
 
2018
 
2017
 
$ Change
 
% Change
 
2018
 
2017
 
$ Change
 
% Change
 
(Dollars in thousands)
Compensation and benefits
$
(31,059
)
 
$
(30,584
)
 
$
(475
)
 
(2
)%
 
$
(61,665
)
 
$
(56,537
)
 
$
(5,128
)
 
(9
)%
General, administrative and other expenses
(19,489
)
 
(18,862
)
 
(627
)
 
(3
)%
 
(38,105
)
 
(38,175
)
 
70

 
 %
Fee Related Earnings
(50,548
)
 
(49,446
)
 
(1,102
)
 
(2
)%
 
(99,770
)
 
(94,712
)
 
(5,058
)
 
(5
)%
Investment income-realized
798

 
1,340

 
(542
)
 
(40
)%
 
1,636

 
3,199

 
(1,563
)
 
(49
)%
Investment income (loss)-unrealized
2,866

 
(2,728
)
 
5,594

 
NM

 
4,097

 
(4,135
)
 
8,232

 
NM

Interest and other investment income
623

 
225

 
398

 
177
 %
 
1,870

 
1,099

 
771

 
70
 %
Interest expense
(588
)
 
(463
)
 
(125
)
 
(27
)%
 
(1,136
)
 
(939
)
 
(197
)
 
(21
)%
Net investment income (loss)
3,699

 
(1,626
)
 
5,325

 
NM

 
6,467

 
(776
)
 
7,243

 
NM

Performance related earnings
3,699

 
(1,626
)
 
5,325

 
NM

 
6,467

 
(776
)
 
7,243

 
NM

Economic net income
$
(46,849
)
 
$
(51,072
)
 
4,223

 
8
 %
 
$
(93,303
)
 
$
(95,488
)
 
2,185

 
2
 %
Realized income
$
(49,754
)
 
$
(48,346
)
 
(1,408
)
 
(3
)%
 
$
(97,534
)
 
$
(91,551
)
 
(5,983
)
 
(7
)%
 
NM - Not Meaningful

Operations Management Group— Three and Six Months Ended June 30, 2018 Compared to Three and Six Months Ended June 30, 2017
Fee Related Earnings:
Fee related earnings decreased by $1.1 million , or 2% , for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $5.1 million , or 5% , for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . Fee related earnings were impacted by the following:
Compensation and Benefits.  Compensation and benefits expenses increased by $0.5 million , or 2% , to $31.1 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $5.1 million , or 9% , to $61.7 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were primarily driven by annual merit increases and headcount growth for the comparative periods.
Performance Related Earnings:
Net Investment Income (loss). Net investment income (loss) increased by $5.3 million from a net investment loss of $1.6 million for the three months ended June 30, 2017 to net investment income of $3.7 million for the three months ended June 30, 2018. Net investment income (loss) increased by $7.2 million from a net investment loss of $0.8 million for the six months ended June 30, 2017 to net investment income of $6.5 million for the six months ended June 30, 2018. The increases were primarily due to increases in net gains of $5.0 million and $6.7 million from our non-core fund investments for the three and six month comparative periods, respectively.
Realized Income:
Realized income decreased by $1.4 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $6.0 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The decreases were primarily driven by decreases in FRE of $1.1 million and $5.1 million for the three and six month comparative periods, respectively, and by decreases in net realized investment and other income of $0.3 million and $0.9 million for the three and six month comparative periods, respectively.

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Table of Contents

Economic Net Income:
Economic net income is composed of fee related earnings and performance related earnings. Economic net income increased by $4.2 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and by $2.2 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 . The increases were a result of the fluctuations described above.

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Table of Contents

Liquidity and Capital Resources
Sources and Uses of Liquidity
Our sources of liquidity are (1) cash on hand, (2) net working capital, (3) cash from operations, including management fees, which are collected monthly, quarterly or semi-annually, and net realized performance income, which is unpredictable as to amount and timing, (4) fund distributions related to our investments that are also unpredictable as to amount and timing and (5) net borrowing from the Credit Facility. As of June 30, 2018 , our cash and cash equivalents were $125.4 million and we had $125.0 million of borrowings outstanding under our Credit Facility. Our ability to draw from the Credit Facility is subject to debt covenants. We believe that these sources of liquidity will be sufficient to fund our working capital requirements and to meet our commitments in the ordinary course of business for the foreseeable future.
We expect that our primary liquidity needs will continue to be to (1) provide capital to facilitate the growth of our existing investment management businesses, (2) fund a portion of our investment commitments, (3) provide capital to facilitate our expansion into businesses that are complementary to our existing investment management businesses, (4) pay operating expenses, including cash compensation to our employees and payments under the tax receivable agreement (“TRA”), (5) fund capital expenditures, (6) service our debt, (7) pay income taxes and (8) make dividend payments to our common and preferred shareholders in accordance with our dividend policy.

In the normal course of business, we intend to pay dividends from core operations, which we define as FRE. If cash flows from core operations were insufficient to fund dividends over a sustained period of time, we expect that we would suspend paying such dividends. Unless quarterly dividends have been declared and paid (or declared and set apart for payment) on the preferred shares, we may not declare or pay or set apart payment for dividends on any common shares during the period. Dividends on the preferred shares are not cumulative and the preferred shares are not convertible into common shares or any other security.
Net realized performance income also provides a source of liquidity. Performance income is realized when a portfolio investment is profitably monetized and the fund’s cumulative returns are in excess of the preferred return or hurdle rate. Performance income is typically realized at the end of each fund’s measurement period when investment performance exceeds a stated benchmark or hurdle rate.
Our accrued carried interest by segment as of June 30, 2018 is set forth below.
 
As of June 30, 2018
 
Accrued Carried Interest
 
Eliminations(1)
 
Consolidated Accrued Carried Interest
Segment
(Dollars in thousands)
Credit Group
$
148,461

 
$

 
$
148,461

Private Equity Group
702,868

 


 
702,868

Real Estate Group
133,728

 

 
133,728

Total
$
985,057

 
$

 
$
985,057

 
(1)
Amounts represent accrued performance income earned from Consolidated Funds that are eliminated in consolidation.
Our condensed consolidated financial statements reflect the cash flows of our operating businesses as well as the results of our Consolidated Funds. The assets of our Consolidated Funds, on a gross basis, are significantly larger than the assets of our operating businesses and therefore have a substantial effect on our reported cash flows. The primary cash flow activities of our Consolidated Funds include: (1) raising capital from third-party investors, which is reflected as non-controlling interests of our Consolidated Funds when required to be consolidated into our condensed consolidated financial statements, (2) financing certain investments by issuing debt, (3) purchasing and selling investment securities, (4) generating cash through the realization of certain investments, (5) collecting interest and dividend income and (6) distributing cash to investors. Our Consolidated Funds are treated as investment companies for financial accounting purposes under GAAP; therefore, Consolidated Funds' investment activities are presented as cash flows from operations.

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Table of Contents

Cash Flows
The significant captions and amounts from our consolidated financial statements, which include the effects of our Consolidated Funds in accordance with GAAP, are summarized below. Negative amounts represent a net outflow, or use of cash.
 
Six Months Ended June 30,
 
2018
 
2017
 
(Dollars in millions)
Statements of cash flows data
    
 
    

Net cash used in operating activities
(1,288
)
 
(304
)
Net cash used in investing activities
(7
)
 
(21
)
Net cash provided by financing activities
1,293

 
108

Effect of foreign exchange rate change
8

 
12

Net change in cash and cash equivalents
$
6

 
$
(205
)
Operating Activities
Our net cash flows used in operating activities was $1.3 billion for the six months ended June 30, 2018 compared to $304.2 million for the six months ended June 30, 2017 . For the six months ended June 30, 2018 , net purchases of investments were $1.4 billion compared to $143.7 million for the six months ended June 30, 2017 . The change in cash used in operating activities was primarily driven by a $1.6 billion increase in net purchases of investments of our Consolidated Funds for the comparative periods due to the launch of two new U.S. CLOs and one new European CLO and the refinancing of one U.S. CLO during the six months ended June 30, 2018. Conversely, net proceeds from the sale of investments of the Company increased by $257.3 million for the comparative periods primarily due to the sale of CLO securities during the six months ended June 30, 2018. Subsequent to the removal of the U.S. risk retention requirements related to open-market CLO managers, we sold $206.0 million of CLO securities and used the proceeds to pay off the related term loans and settle our repurchase agreement during the six months ended June 30, 2018.
Our increasing working capital needs reflect the growth of our business, while the capital requirements needed to support fund-related activities vary based upon the specific investment activities being conducted during such period. The movements within our Consolidated Funds do not adversely impact our liquidity or earnings trends. We believe that our ability to generate cash from operations, as well as the capacity under the Credit Facility, provides us with the necessary liquidity to manage short-term fluctuations in working capital and to meet our short-term commitments.
Investing Activities
Our investing activities generally reflect cash used for certain acquisitions and purchases of fixed assets. Purchases of fixed assets were $7.1 million and $21.2 million for the six months ended June 30, 2018 and 2017 , respectively. The decrease for the comparative periods was primarily driven by furniture, fixtures, equipment and leasehold improvements purchased for a new office location in Los Angeles during the six months ended June 30, 2017.
Financing Activities
Net cash provided by financing activities was $1.3 billion for the six months ended June 30, 2018 compared to $108.1 million for the six months ended June 30, 2017 . For the six months ended June 30, 2018 , net cash inflows were primarily due to net borrowings on debt facilities of our Consolidated Funds and net proceeds from our common share issuance offset by net repayments on debt facilities of the Company and distributions to AOG unitholders and common shareholders. For the six months ended June 30, 2017 , net cash inflows were primarily from net borrowings on debt facilities of the Company and our Consolidated Funds partially offset by distributions to AOG unitholders and common shareholders.
Net repayments of our debt obligations were $247.0 million for the six months ended June 30, 2018 compared to net borrowings of $205.0 million for the six months ended June 30, 2017 . During the six months ended June 30, 2018, we had net repayments under the Credit Facility, paid off our term loans and settled our repurchase agreement. During the six months ended June 30, 2017, net borrowings under the Credit Facility were used to support payments of 2016 annual bonuses, whereas 2017 annual bonuses were paid in 2017. Our Consolidated Funds had net borrowings of $1.6 billion and $26.6 million for the six months ended June 30, 2018 and 2017 , respectively. The increase was primarily driven by net borrowings from the launch of two new U.S. CLOs and one new European CLO and the refinancing of one U.S. CLO during the six months ended June 30, 2018.

107


    Distributions to our preferred, AOG and common shareholders were $192.4 million for the six months ended June 30, 2018 compared to $113.2 million for the six months ended June 30, 2017 . The increase in distributions was primarily driven by a change in the timing of dividend payments to common shareholders as a result of our election to be treated as a corporation for U.S. federal income tax purposes. Dividends paid in the first quarter of 2017 reflected a portion of realized income generated in the fourth quarter of 2016, whereas dividends paid in the first quarter of 2018 reflected a portion of realized income generated in the five months ended on February 28, 2018, the last day we were treated as a partnership for U.S. federal income tax purposes. For our Consolidated Funds, net contributions were $35.7 million and $0.4 million for the six months ended June 30, 2018 and 2017 , respectively.

Capital Resources
The following table summarizes the Company's debt obligations (in thousands):
 
 
 
 
 
 
 
As of June 30, 2018
 
December 31, 2017
 
Debt Origination Date
 
Maturity
 
Original Borrowing Amount
 
Carrying
Value
 
Interest Rate
 
Carrying
Value
 
Interest Rate
Credit Facility(1)
Revolver
 
2/24/2022
 
N/A

 
$
125,000

 
3.63%
 
$
210,000

 
3.09%
Senior Notes(2)
10/8/2014
 
10/8/2024
 
$
250,000

 
245,628

 
4.21%
 
245,308

 
4.21%
2015 Term Loan(3)
9/2/2015
 
7/29/2026
 
$

 

 
N/A
 
35,037

 
2.86%
2016 Term Loan(4)
12/21/2016
 
1/15/2029
 
$

 

 
N/A
 
25,948

 
3.08%
2017 Term Loan A(4)
3/22/2017
 
1/22/2028
 
$

 

 
N/A
 
17,407

 
2.90%
2017 Term Loan B(4)
5/10/2017
 
10/15/2029
 
$

 

 
N/A
 
35,062

 
2.90%
2017 Term Loan C(4)
6/22/2017
 
7/30/2029
 
$

 

 
N/A
 
17,078

 
2.88%
2017 Term Loan D(4)
11/16/2017
 
10/15/2030
 
$

 

 
N/A
 
30,336

 
2.77%
Total debt obligations
 
 
 
 
 
 
$
370,628

 
 
 
$
616,176

 
 
 
(1)
The AOG entities are borrowers under the Credit Facility, which provides a $1.065 billion revolving line of credit. It has a variable interest rate based on LIBOR or a base rate plus an applicable margin with an unused commitment fee paid quarterly, which is subject to change with the Company’s underlying credit agency rating. As of June 30, 2018 , base rate loans bear interest calculated based on the base rate plus 0.50% and the LIBOR rate loans bear interest calculated based on LIBOR plus 1.50%. The unused commitment fee is 0.20% per annum. There is a base rate and LIBOR floor of zero .
(2)
The Senior Notes were issued in October 2014 by Ares Finance Co. LLC, a subsidiary of the Company, at 98.268% of the face amount with interest paid semi-annually. The Company may redeem the Senior Notes prior to maturity, subject to the terms of the indenture .
(3)
The 2015 Term Loan was entered into in August 2015 by a subsidiary of the Company that acts as a manager to a CLO. The 2015 Term Loan is secured by collateral in the form of CLO senior tranches owned by the Company. To the extent the assets are not sufficient to cover the Term Loan, there is no further recourse to the Company to fund or repay the remaining balance. Interest is paid quarterly, and the Company also pays a fee of 0.025% of a maximum investment amount .
(4)
The 2016 and 2017 Term Loans (“Term Loans”) were entered into by a subsidiary of the Company that acts as a manager to CLOs. The Term Loans are secured by collateral in the form of CLO senior tranches and subordinated notes owned by the Company. Collateral associated with one of the Term Loans may be used to satisfy outstanding liabilities of another Term Loan should the collateral fall short. To the extent the assets associated with these Term Loans are not sufficient to cover the Term Loans, there is no further recourse to the Company to fund or repay the remaining balance. Interest is paid quarterly, and the Company also pays a fee of 0.03% of a maximum investment amount.

Subsequent to the removal of the U.S. risk retention requirements related to open-market CLO managers, we sold $219.3 million of CLO securities and used the proceeds to pay off the related 2015-2017 Term Loans and settle a repurchase agreement of $206.0 million during the three months ended June 30, 2018. The resulting loss from the debt extinguishment was immaterial.

As of June 30, 2018 , we were in compliance with all covenants under our debt obligations.

We intend to use a portion of our available liquidity to make cash dividends to our preferred and common shareholders on a quarterly basis in accordance with our dividend policies. Our ability to make cash dividends to our preferred and common shareholders is dependent on a myriad of factors, including among others: general economic and business conditions; our strategic plans and prospects; our business and investment opportunities; timing of capital calls by our funds in support of our commitments; our financial condition and operating results; working capital requirements and other anticipated cash needs; contractual restrictions and obligations; legal, tax and regulatory restrictions; restrictions on the payment of distributions by our subsidiaries to us and other relevant factors.

108



We are required to maintain minimum net capital balances for regulatory purposes for our United Kingdom subsidiary and for our broker-dealer subsidiary. These net capital requirements are met in part by retaining cash, cash‑equivalents and investment securities. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of June 30, 2018 , we were required to maintain approximately $26.8 million in liquid net assets within these subsidiaries to meet regulatory net capital and capital adequacy requirements. We remain in compliance with all regulatory requirements.
Holders of AOG Units, subject to the terms of the exchange agreement, may exchange their AOG Units for Ares Management, L.P. common shares on a one-for-one basis. Subsequent exchanges may result in increases in the tax basis of the tangible and intangible assets of Ares Management, L.P. that otherwise would not have been available. These increases in tax basis may increase depreciation and amortization for U.S. federal income tax purposes and thereby reduce the amount of tax that Ares Management, L.P. would otherwise be required to pay in the future. We and our wholly owned subsidiaries are parties to the tax receivable agreement (“TRA”), which provides payment to the TRA recipients of 85% of the amount of actual cash savings, if any, in U.S. federal, state, local and foreign income tax or franchise tax that Ares Management, L.P. actually realizes as a result of such increases in tax basis, including increases in tax basis attributable to payments under the TRA and certain interest accrued thereon. This payment obligation is an obligation of Ares Management, L.P. or its wholly owned subsidiaries. Future payments under the TRA in respect of subsequent exchanges are expected to be substantial.
Common Share Offering
    
On March 12, 2018, we and AREC Holdings Ltd., a wholly owned subsidiary of Abu Dhabi Investment Authority (collectively, “ADIA”), completed a public offering of 15,000,000 common shares. In connection with this offering, ADIA sold 10,000,000 of its previously issued and outstanding common shares from which we received no proceeds. Additionally, we issued 5,000,000 common shares from which we received $105.9 million in gross proceeds. We incurred approximately $0.5 million of expenses in connection with this offering. The expenses have been treated as a reduction of the proceeds received from the offering and are presented on a net basis with the proceeds from the offering in shareholders' equity in the Condensed Consolidated Statements of Changes in Equity.

In April 2018, the underwriters in the offering exercised a portion of their option to purchase 1,130,000 additional common shares from ADIA. We did not receive any of the proceeds from the underwriters' exercise. The expenses incurred by us related to the option exercise have been included in other income (expense), net in the Condensed Consolidated Statements of Operations. ADIA paid the underwriting discounts and commissions and/or similar charges incurred for the sale of the common shares.     
Preferred Equity
As of June 30, 2018 and December 31, 2017 , we had 12,400,000 shares of Series A Preferred Equity (the “Preferred Equity”) outstanding. When, as and if declared by our board of directors, distributions on the Preferred Equity are paid quarterly at a rate per annum equal to 7.00%. The Preferred Equity may be redeemable at our option, in whole or in part, at any time on or after June 30, 2021, at a price of $25.00 per share.
Cash dividends to our common shareholders may be impacted by any corporate tax liability owed by us. In connection with the Preferred Equity issuance, the Ares Operating Group issued mirror preferred units (“GP Mirror Units”) to our wholly owned subsidiaries, which pay the same 7.00% rate per annum. Although income allocated to our wholly owned subsidiaries in respect of distributions on the GP Mirror Units is subject to tax, cash dividends to our preferred shareholders will not be reduced on account of any income taxes owed by us. As a result, the amounts ultimately distributed by us to our common shareholders may be reduced by any corporate taxes imposed on us.
In July 2018, the board of directors of the general partner authorized the repurchase, from time to time in open market purchases, privately negotiated transactions or otherwise, of our Preferred Equity with an aggregate liquidation preference of up to $50 million. Such purchases, if any, will depend on the prevailing market conditions and other factors.


109


Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective and subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. For a summary of our significant accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10‑Q and in our Annual Report on Form 10-K. For a summary of our critical accounting estimates, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates" in our Annual Report on Form 10-K.
 
 
 
 
 
 
 
 
Recent Accounting Pronouncements
Information regarding recent accounting pronouncements and their impact on the Company can be found in Note 2, “Summary of Significant Accounting Policies,” in the “Notes to the Condensed Consolidated Financial Statements” included in this Quarterly Report on Form 10‑Q and in our Annual Report on Form 10-K.
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 8, “Commitments and Contingencies,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Commitments and Contingencies
Capital Commitments
As of June 30, 2018 and December 31, 2017 , we had aggregate unfunded commitments of $284.5 million and $285.7 million , respectively, including commitments to both non-consolidated funds and Consolidated Funds. Total unfunded commitments included $16.3 million and $16.5 million in unfunded commitments to funds not managed by us as of June 30, 2018 and December 31, 2017 , respectively.
ARCC Fee Waiver

In conjunction with ARCC's acquisition of American Capital, Ltd. (“ACAS”), the Company agreed to waive up to $10 million per quarter of ARCC's Part I Fees for ten calendar quarters, which began in the second quarter of 2017. ARCC Part I Fees will only be waived to the extent they are paid. The maximum amount of fees that may be waived in a quarter is $10 million, and if ARCC Part I Fees are less than $10 million in any single quarter, the shortfall will not carryover to subsequent quarters. As of June 30, 2018 , there are five remaining quarters as part of the fee waiver agreement, with a maximum of $50 million in potential waivers. ARCC Part I Fees are reported net of the fee waiver.
Indemnifications
Consistent with standard business practices in the normal course of business, we enter into contracts that contain indemnities for our affiliates, persons acting on our behalf or such affiliates and third parties. The terms of the indemnities vary from contract to contract and the maximum exposure under these arrangements, if any, cannot be determined and has not been recorded in our consolidated financial statements. As of June 30, 2018 , we have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Contingent Obligations
Generally, if at the termination of a fund (and increasingly at interim points in the life of a fund), the fund has not achieved investment returns that (in most cases) exceed the preferred return threshold or (in all cases) the general partner receives net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, the Company will be obligated to repay carried interest that was received by the Company in excess of the amounts to which the Company is entitled. This contingent obligation is normally reduced by income taxes paid by the Company related to its carried interest. 

110


The partnership documents governing our funds generally include a contingent repayment provision that, if triggered, may give rise to a contingent obligation that may require the general partner to return amounts to the fund for distribution to investors. Therefore, performance income, generally, is subject to reversal in the event that the funds incur future losses. These losses are limited to the extent of the cumulative performance income recognized to date. Due in part to our investment performance and the fact that our performance income is generally determined on a liquidation basis, if the funds were liquidated at their fair values as of June 30, 2018, there would have been $0.2 million of contingent repayment obligation or liability. No contingent repayment obligation existed as of December 31, 2017. There can be no assurance that we will not incur additional contingent repayment obligation in the future. If all of the existing investments were deemed worthless, the amount of cumulative revenues that have been recognized would be reversed. We believe that the possibility of all of the existing investments becoming worthless is remote. At June 30, 2018 and December 31, 2017 , had we assumed all existing investments were worthless, the amount of carried interest, net of tax, subject to contingent repayment would have been approximately $472.9 million and $476.1 million , respectively, of which approximately $367.5 million and $370.0 million , respectively, would be reimbursable to the Company by certain professionals who are the recipients of such carried interest.
Performance income is also affected by changes in the fair values of the underlying investments in the funds that we advise. 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.
Our senior professionals who have received carried interest distributions are responsible for funding their proportionate share of any contingent repayment obligations. However, the governing agreements of certain of our funds provide that if a current or former professional does not fund his or her respective share for such fund, then we may have to fund additional amounts beyond what we received in carried interest, although we will generally retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients who fail to fund their obligations.
Additionally, at the end of the life of the funds there could be a payment due to a fund by us if we have recognized more performance 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 the fund.

111


Item 3.  Quantitative and Qualitative Disclosures About Market Risk
Our primary exposure to market risk is related to our role as general partner or investment adviser to our investment funds and the sensitivity to movements in the fair value of their investments, including the effect on management fees, performance income and investment income.
The market price of investments may significantly fluctuate during the period of investment. Investments may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of an investment may decline due to general market conditions not specifically related to such investment, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. It may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
Our credit orientation has been a central tenet of our business across our debt and equity investment strategies. Our investment professionals benefit from our independent research and relationship networks in approximately 60 industries and insights from our portfolio of active investments. We believe the combination of high-quality proprietary information flow and a consistent, rigorous approach to managing investments across our strategies has been, and we believe will continue to be, a major driver of our strong risk-adjusted returns and the stability and predictability of our income.
There have been no material changes in our market risks for the six months ended June 30, 2018 . For additional information on our market risks, refer to our Annual Report on Form 10-K for the year ended December 31, 2017 , which is accessible on the SEC's website at sec.gov.
Item 4.  Controls And Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our co-principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2018 . Based upon that evaluation and subject to the foregoing, our principal executive officers and principal financial officer concluded that, as of June 30, 2018 , the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended June 30, 2018 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.


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PART II.
Item 1.  Legal Proceedings
From time to time we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business, some of which may be material. As of June 30, 2018 and December 31, 2017 , we were not subject to any material pending legal proceedings. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us.

Item 1A.  Risk Factors
For a discussion of our other potential risks and uncertainties, see the information under “Item 1A. Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2017 , which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors disclosed in our 2017 Form 10‑K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3.  Defaults Upon Senior Securities
None.

Item 4.  Mine Safety Disclosures
Not applicable.

Item 5.  Other Information
In accordance with applicable SEC rules, the foregoing is intended to satisfy the Company’s Item 5.02 Form 8-K reporting obligations by making timely disclosure in accordance with Item 5(a) of Form 10-Q.

Effective January 1, 2018, Michael J Arougheti was appointed as Chief Executive Officer of the Company. Mr. Arougheti also continues to serve as the Co-Founder and the President of the Company. In recognition of Mr. Arougheti’s appointment as CEO of the Company, on July 31, 2018 the board of directors of the Company’s general partner, Ares Management GP LLC, approved a grant of two million restricted units to Mr. Arougheti (the “Restricted Units”). The Restricted Units are eligible to vest as follows: 666,666 restricted units will vest in four equal installments on January 1 of each of 2020, 2021, 2022 and 2023, subject to Mr. Arougheti’s continued service through the applicable vesting date (the “Service Vesting Units”); 666,667 restricted units will vest if, over all trading days that occur during any 30 consecutive calendar day period, the volume weighted average price per Company common share is at least $35.00; and 666,667 restricted units will vest if, over all trading days that occur during any 30 consecutive calendar day period, the volume weighted average price per Company common share is at least $45.00, in each case subject to Mr. Arougheti’s continued service through the applicable vesting date. Any unvested restricted units will be forfeited upon the earlier of Mr. Arougheti’s termination of service (subject to accelerated or continued vesting, as applicable, if Mr. Arougheti’s service with the Company is terminated without cause, due to death or disability, or on account of his resignation for good reason, including following a change in control event, in each case as described in the restricted unit agreement) and January 1, 2028. Following vesting, Mr. Arougheti will be entitled to receive one Company common share in respect of each vested restricted unit. At any time that the Company makes a cash distribution in respect of its common shares, Mr. Arougheti will be entitled to receive a corresponding distribution equivalent payment in respect of each then-outstanding Service Vesting Unit. No other Restricted Units accrue dividend equivalent payments.

The foregoing is qualified in its entirety by reference to the terms of the Restricted Unit Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference.



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Item 6.  Exhibits, Financial Statement Schedules
(a) Exhibits.
The following is a list of all exhibits filed or furnished as part of this report.
Exhibit
No.
    
Description
 
Certificate of Limited Partnership of Ares Management, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-36429, filed with the SEC on February 29, 2016).
 
Third Amended and Restated Limited Partnership Agreement of Ares Management, L.P. dated March 1, 2018 (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-36429, filed with the SEC on March 1, 2018).
 
Restricted Unit Agreement, dated as of July 31, 2018, by and between Michael J Arougheti and Ares Management, L.P.
 
Certification of the Chief Executive Officer pursuant to Rule 13a‑14(a).
 
Certification of the Chief Financial Officer pursuant to Rule 13a‑14(a).
 
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101.INS*
 
XBRL Instance Document.
101.SCH*
 
XBRL Taxonomy Extension Schema Document.
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
*   Filed herewith.


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SIGNATURES

 
ARES MANAGEMENT, L.P.
 
 
 
 
 
 
 
 
 
By:
 
Ares Management GP LLC, its general partner
 
 
 
 
Dated: August 6, 2018
By:
 
/s/ Michael J Arougheti
 
 
Name:
Michael J Arougheti
 
 
Title:
Co‑Founder, Chief Executive Officer & President (Principal Executive Officer)
 
 
 
 
 
 
 
 
Dated: August 6, 2018
By:
 
/s/ Michael R. McFerran
 
 
Name:
Michael R. McFerran
 
 
Title:
Chief Financial Officer & Chief Operating Officer (Principal Financial and Accounting Officer) 
 
 
 
 
 
 
 
 




115


Exhibit 10.1

1. RESTRICTED UNIT AGREEMENT
PURSUANT TO THE
ARES MANAGEMENT, L.P. 2014 EQUITY INCENTIVE PLAN

THIS AGREEMENT (the “ Agreement ”) is entered into as of July 31, 2018 (the “ Grant Date ”), by and between Ares Management, L.P., a Delaware limited partnership (including any successor entity thereto, the “ Partnership ”), and Michael J Arougheti (“ Participant ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management, L.P. 2014 Equity Incentive Plan, as amended (the “ Plan ”).
W I T N E S S E T H :
WHEREAS , the Partnership has adopted the Plan, a copy of which has been delivered to Participant, which is administered by the Committee; and
WHEREAS , pursuant to Article VII of the Plan, the Committee may grant Other Share-Based Awards to Service Providers under the Plan, including restricted units that represent the right to receive Common Shares; and
WHEREAS , Participant is a Service Provider under the Plan.
NOW, THEREFORE , the parties agree as follows:
2.      Grant of Restricted Units . Subject to the restrictions and other conditions set forth herein, the Committee hereby grants to Participant the right to receive 2,000,000 Common Shares (the “ Restricted Units ”) as of the Grant Date, of which:
(a)      666,667 Restricted Units shall be “ Tranche 1 Performance Units ”;
(b)      666,667 Restricted Units shall be “ Tranche 2 Performance Units ”; and
(c)      666,666 Restricted Units shall be “ Service-Based Restricted Units ”.
Each Restricted Unit is an Other Share-Based Award under the Plan that represents an unfunded, unsecured right of Participant to receive a Common Share subject to the Vesting Conditions specified in Section 2 .
3.      Vesting and Payment .
(a)      Vesting Conditions . Except as expressly provided in Sections 2(b) and 2(c) , the Restricted Units shall vest subject to the following conditions (the “ Vesting Conditions ”):
i.      If, over all trading days that occur during any 30 consecutive calendar day period beginning on the Grant Date and ending on January 1, 2028 (the “ Final Measurement Date ”), the volume-weighted average price per share of the Common Shares is $35.00 or more (the “ Tranche






1 Performance Hurdle ”) then, subject to Participant’s continued employment or service with the Partnership or its Affiliates from the Grant Date through the last calendar day of such 30-day period (the “ Tranche 1 Performance Hurdle Date ”), the Tranche 1 Performance Units shall vest in full on the Tranche 1 Performance Hurdle Date. If the Tranche 1 Performance Hurdle is not attained on or before the Final Measurement Date, the Tranche 1 Performance Units shall be forfeited without payment therefor effective as of the Final Measurement Date. Except as expressly provided in Sections 2(b) and 2(c) , upon Participant’s Termination for any reason, any then-unvested Tranche 1 Performance Units will be forfeited without payment therefor effective as of the date of Participant’s Termination.
ii.      If, over all trading days that occur during any 30 consecutive calendar day period beginning on the Grant Date and ending on the Final Measurement Date, the volume-weighted average price per share of the Common Shares is $45.00 or more (the “ Tranche 2 Performance Hurdle ”) then, subject to Participant’s continued employment or service with the Partnership or its Affiliates from the Grant Date through the last calendar day of such 30-day period (the “ Tranche 2 Performance Hurdle Date ”), the Tranche 2 Performance Units shall vest in full on the Tranche 2 Performance Hurdle Date. If the Tranche 2 Performance Hurdle is not attained on or before the Final Measurement Date, the Tranche 2 Performance Units shall be forfeited without payment therefor effective as of the Final Measurement Date. Except as expressly provided in Sections 2(b) or 2(c) , upon Participant’s Termination for any reason, any then-unvested Tranche 2 Performance Units will be forfeited without payment therefor effective as of the date of Participant’s Termination.
iii.      The Service-Based Restricted Units shall vest as to 25% of the Service-Based Restricted Units on January 1 of each of 2020, 2021, 2022 and 2023 (each such date, a “ Service Vesting Date ”), subject in each case to Participant’s continued employment or service with the Partnership or its Affiliates through such date. Except as expressly provided in Sections 2(b) and 2(c) , upon Participant’s Termination for any reason, any then-unvested Service-Based Restricted Units will be forfeited without payment therefor effective as of the date of Participant’s Termination.
(b)      Acceleration Event . Upon an Acceleration Event (as defined below), subject to Participant (or Participant’s estate, if applicable) executing and not revoking a separation and release agreement with the Partnership (or its designated affiliate) in the standard form then in effect (a “ Release ”) within 30 days following such Acceleration Event:
i.      50% of the Tranche 1 Performance Units outstanding and unvested as of such Acceleration Event shall remain outstanding and eligible to vest in accordance with Section 2(a)(i) through the earlier of the first anniversary of such Acceleration Event and the Final Measurement Date (the “ Acceleration Event Final Measurement Date ”). If the Tranche 1 Performance Hurdle is not attained on or before the Acceleration Event Final Measurement Date, such Tranche 1 Performance Units will be forfeited without payment therefor effective as of the Acceleration Event Final Measurement Date.
ii.      50% of the Tranche 2 Performance Units outstanding and unvested as of such Acceleration Event shall remain outstanding and eligible to vest in accordance with Section 2(a)(ii)






through the Acceleration Event Final Measurement Date. If the Tranche 2 Performance Hurdle is not attained on or prior to the Acceleration Event Final Measurement Date, such Tranche 2 Performance Units will be forfeited without payment therefor effective as of the Acceleration Event Final Measurement Date.
iii.      Except as otherwise provided in Section 2(c) , 50% of the Service-Based Restricted Units that are outstanding and unvested as of such Acceleration Event (if any) shall vest immediately upon such Acceleration Event.
(c)      Qualifying Termination Following Change in Control Event . Notwithstanding anything to the contrary in Section 2(b)(iii) , if Participant incurs a Termination by the Partnership without Cause (other than due to Participant’s death or Disability) or on account of Participant’s resignation for Good Reason, in either case, within three months following a Change in Control Event, subject to Participant executing and not revoking a Release within 30 days following Participant’s date of Termination, any Service-Based Restricted Units that are outstanding and unvested as of such Termination shall vest in full effective immediately upon such Termination.
(d)      Payment . The Partnership shall, on or within 30 days following a Vesting Date (but in all events prior to March 15 th of the calendar year following the calendar year in which the applicable Vesting Date occurs) with respect to any Restricted Unit, deliver (or cause to be delivered) to the Participant one Common Share with respect to each such vested Restricted Unit, as settlement of such Restricted Unit and each such Restricted Unit shall thereafter be cancelled.
4.      Distribution Equivalents .
(a)      The Tranche 1 Performance Units and the Tranche 2 Performance Units shall not be entitled to receive any distributions with respect to Common Shares covered by the Tranche 1 Performance Units or the Tranche 2 Performance Units.
(b)      With respect to cash distributions in respect of Common Shares covered by any outstanding Service-Based Restricted Units, Participant will have the right to receive an amount in cash equal to (i) the amount of any distribution paid with respect to a Common Share, multiplied by (ii) the number of Common Shares covered by such Service-Based Restricted Units, payable at the time such distributions are paid to holders of Common Shares generally (a “ Distribution Equivalent Payment ”). In no event shall a Distribution Equivalent Payment be made that would result in Participant receiving both the Distribution Equivalent Payment and the actual distribution with respect to the same Service-Based Restricted Unit and corresponding Common Share.
5.      Restricted Unit Transfer Restrictions .
Unless otherwise determined by the Committee, Restricted Units may not be Transferred by Participant other than by will or by the laws of descent and distribution, and any other purported Transfer shall be void and unenforceable against the Partnership and its Affiliates.






6.      Change in Control .
The Restricted Units shall not accelerate and vest solely upon the occurrence of a Change in Control unless otherwise determined by the Committee. In the event of a Change in Control, the provisions in the Plan regarding Change in Control shall apply to the Restricted Units.
7.      Definitions .
(a)      Acceleration Event ” means Participant’s Termination by the Partnership without Cause or due to Participant’s death or Disability, or Participant’s Termination on account of the Participant’s resignation for Good Reason.
(b)      Ares Entities ” means, collectively, (i) Ares Management, L.P., a Delaware limited partnership, (ii) Ares Management GP LLC, a Delaware limited liability company, (iii) Ares Voting LLC, a Delaware limited liability company, (iv) any entity that is or becomes part of the Ares Operating Group, and (v) any entity in which any of the foregoing directly or indirectly owns a majority interest or which any of the foregoing controls, or through which any of the foregoing directly or indirectly manages, directs or invests in a fund, investment vehicle or account, but excluding any fund, investment vehicle or account. For the avoidance of doubt, any reference in this Agreement to an Ares Entity shall include any successor entity of such Ares Entity.
(c)      Ares Operating Group ” means, collectively, (i) Ares Investments, L.P., a Delaware limited partnership, (ii) Ares Holdings, L.P., a Delaware limited partnership, (iii) Ares Offshore Holdings, L.P., a Cayman exempted limited partnership, and (iv) any future entity designated by Ares Management GP LLC in its discretion as an Ares Operating Group Entity for purposes of the Third Amended and Restated Limited Liability Company Agreement of Ares Partners Holdco LLC (as may be amended or restated from time to time). For the avoidance of doubt, any reference in this Agreement to an Ares Operating Group entity shall include any successor entity of such Ares Operating Group entity.
(d)      Cause ” means the occurrence of any of the following events or occurrences. For purposes of the definition of Cause, acts or failures to act on Participant’s part shall be deemed “willful” if done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant’s action or omission was in the best interest of the Ares Entities; provided , that any mistake in judgment made by Participant in good faith on the advice of legal counsel, any activities taken or omitted by Participant in accordance with the direction of the investment committee of any Ares Entity, or the making of an approved portfolio investment whether or not successful, in each case, shall not be deemed a willful act or failure to act on Participant’s part for purposes of determining whether Cause exists. Notwithstanding any other definition of “cause” (or term of similar import) in any other agreements between the Participant and any Ares Entity, the following definition of Cause shall control in all events with respect to the Restricted Units.
i.      Participant’s failure to devote substantially all of Participant’s working time and efforts to the business and affairs of the Ares Entities and any fund, investment vehicle or account






directly or indirectly managed, directed or invested by an Ares Entity (collectively, the “ Funds ”) on a full-time basis, other than reasonable vacation time and personal days, in each case that do not interfere in any material respect with Participants’ duties to the Ares Entities or to the Funds.
ii.      Participant becoming convicted of, or pleading guilty or no contest to, a felony;
iii.      Participant becoming subject to any order, judgment or decree (whether entered by consent or after trial or adjudication) of any court, governmental agency or regulatory authority (including, without limitation, the Securities and Exchange Commission or state securities commissions) involving a material violation of federal or state securities laws or any rules or regulations thereunder that materially censures or imposes any material sanctions on the Participant in connection with investment advisory securities related activities or that enjoins, bars, disqualifies, suspends or otherwise limits the Participant from engaging in any investment-related or securities-related activities (an “ Order ”);
iv.      Participant’s dishonesty, bad faith, gross negligence, willful misconduct, fraud or willful or reckless disregard of the Participant’s duties in connection with the performance of any service for or on behalf of any Ares Entity or for or on behalf of any Fund that materially injures the reputation, business or a business relationship of any Ares Entity;
v.      Participant’s intentional failure to comply with any lawful and written (including via email) material directive of Ares Partners Holdco LLC or Board of Directors of Ares Management GP LLC, or any successor(s) thereto, an investment committee of any Ares Entity;
vi.      Participant’s (x) material violation of the Code of Ethics for any Ares Entity, or (y) taking of any improper action or the intentional omission to take any proper action, in each case, which has the effect of materially injuring the reputation, business or a business relationship of an Ares Entity;
vii.      Participant’s violation of any material written policies adopted by any Ares Entity governing the conduct of executives performing services on behalf of such Ares Entity, which violation materially injures the reputation, business or business relationship of any Ares Entity; or
viii.      Participant’s material breach of any material agreement entered into between the Participant and any Ares Entity (including the Fair Competition Agreement, dated on or about May 1, 2014, by and between the Partnership and Participant).
(e)      Change in Control Event ” means (i) the consummation of a transaction or series of related transactions with another Person, including one or more related parties or group of Persons (any such Person, a “ Third Party ”), resulting in (x) the sale of all or substantially all of the assets of the Partnership or any successor to a Third Party, (y) the sale of all or substantially all of the assets or the business activities of the Partnership’s direct lending group to a Third Party or (z) a Third Party obtaining majority economic and voting control of the Partnership or any successor, or (ii) the occurrence of a Change in Control. For the avoidance of doubt, the conversion of the Partnership to






a corporation, or other corporate reorganization or organizational change that does not result in any of the circumstances described in subclauses (x), (y) or (z) of the immediately preceding sentence, does not constitute a Change in Control Event.
(f)      Disability ” means Participant’s inability to substantially perform his essential duties with the applicable Ares Entities for a period of 90 consecutive days or for a total of 90 days (including weekends and holidays) during any 12-month period as a result of any mental or physical illness, disability, or incapacity, whether totally or partially. Any question as to the existence of Participant’s Disability as to which Participant and the applicable Ares Entity cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Participant and the applicable Ares Entity.
(g)      Good Reason ” means any of the following events or occurrences, in each case, without Participant’s written consent (each or any a “ Good Reason Trigger ”):
i.      A material diminution of Participant’s title, duties, responsibilities or authorities as Chief Executive Officer and President of Ares Management GP LLC;
ii.      A material breach of this Agreement by the Partnership; or
iii.      The relocation of Participant’s principal office outside the area that comprises a 35 mile radius from New York City.
In order for an event or occurrence to qualify as a Good Reason Trigger, Participant must (x) give the Partnership a signed written notice of the existence of Good Reason and the particular circumstances constituting the basis for Participant’s resignation or right to resign, as applicable, with Good Reason within 30 calendar days after Participant obtains actual knowledge of any circumstance having occurred, (y) allow the Partnership 30 calendar days from receipt of such notice to cure the same, and (z) if the Partnership fails to cure such circumstance, if applicable, resign Participant’s employment no later than (1) if the Partnership provides notice that it will not cure such circumstance, the 15 th calendar day following such notice, and (2) otherwise, the 75 th calendar day after Participant first obtains knowledge of such circumstance.
(h)      Vesting Date ” means the applicable date that a Restricted Unit becomes vested pursuant to Section 2(a) , Section 2(b) , or Section 2(c) , as applicable.
8.      Rights as a Shareholder .
The Participant shall have no rights as a shareholder with respect to Common Shares covered by Restricted Units.
9.      Provisions of Plan Control .
This Agreement is subject to all the terms, conditions and provisions of the Plan and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the






extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. Any amendment or other modification of the terms of the Restricted Units granted hereunder shall be subject to the terms of the Plan; provided, that, notwithstanding any provision of the Plan to the contrary, in no event shall any such amendment or other modification adversely affect the rights of Participant without Participation’s consent.
10.      Notices .
All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:
(a)      unless otherwise specified by the Partnership in a notice delivered by the Partnership in accordance with this section, any notice required to be delivered to the Partnership shall be properly delivered if delivered to:
Ares Management, L.P.
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
Attention: Executive Vice President, Chief Legal Officer & Secretary

E-mail: weiner@aresmgmt.com
(b)      If to the Participant, to the address on file with the Partnership.
Any notice, demand or request, if made in accordance with this section shall be deemed to have been duly given: (i) when delivered in person; (ii) when sent by electronic mail, (iii) three days after being sent by United States mail, or foreign equivalent; or (iv) on the first business day following the date of deposit if delivered by a nationally or internationally recognized overnight delivery service.
11.      No Right to Employment or Services .
This Agreement is not an agreement of employment or services. None of this Agreement, the Plan or the grant of Restricted Units shall (a) obligate the Partnership to employ or otherwise retain, or to continue to employ or otherwise retain, the Participant for any specific time period or (b) modify or limit in any respect the Partnership’s or its Affiliates’ right to terminate or modify the Participant’s employment, services or compensation.
12.      Transfer of Personal Data .
The Participant authorizes, agrees and unambiguously consents to the transmission by the Partnership of any personal data information related to the Restricted Units awarded under this Agreement, for legitimate business purposes (including, without limitation, the administration of the Plan) out of the Participant’s home country and including to countries with less data protection than






the data protection provided by the Participant’s home country. This authorization/consent is freely given by the Participant.
13.      Withholding .
The Participant hereby authorizes the Partnership, or an Affiliate thereof to which the Participant provides services, to satisfy applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (“ Tax-Related Items ”), with respect to any issuance, transfer, or other taxable event under this Agreement or the Plan by withholding from the proceeds of the sale of Common Shares acquired upon settlement of the Restricted Units either through a voluntary sale authorized by the Partnership or through a mandatory sale arranged by the Partnership or any of its Affiliates on the Participant’s behalf pursuant to this authorization, to cover the amount of such Tax Related Items. The Participant further authorizes the Partnership or the applicable Affiliate to take such action as may be necessary in the opinion of the Partnership or the applicable Affiliate to withhold from any compensation or other amount owing to the Participant to satisfy all obligations for the payment of such Tax-Related Items. Without limiting the foregoing, the Committee may, from time to time, permit the Participant to make arrangements prior to any Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Committee prior to the applicable Vesting Date, including by cash, check, bank draft or money order. The Participant acknowledges that, regardless of any action taken by the Partnership or any of its Affiliates the ultimate liability for all Tax-Related Items, is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Partnership or any of its Affiliates. The Partnership may refuse to issue or deliver the Common Shares or the proceeds from the sale of Common Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
14.      Dispute Resolution .
(a)      The exclusive remedy for determining any and all disputes, claims or causes of action, in law or equity, arising out of or related to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof will, to the fullest extent permitted by law, be determined by: (i) the dispute resolution provisions in any employment, consulting agreement, or similar agreement, between the Partnership or any of its Affiliates and the Participant or, if none, (ii) the Partnership’s or any of its Affiliates’ mandatory dispute resolution procedures as may be in effect from time to time with respect to matters arising out of or relating to Participant’s employment or service with the Partnership or, if none, (iii) by final, binding and confidential arbitration in New York, New York, before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“ JAMS ”), or its successor. If disputes are settled pursuant to clause (iii) of this Section 13(a) , Section 13(b) shall apply.
(b)      Disputes shall be resolved in accordance with the Federal Arbitration Act, 9 U.S.C. §§1–16, and JAMS’ Employment Arbitration Rules and Procedures then in effect. The arbitrator will have the same, but no greater, remedial authority than would a court of law and shall issue a written decision including the arbitrator’s essential findings and conclusions and a statement of the award.






Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. This agreement to resolve any disputes by binding arbitration extends to claims by or against the Partnership or any of its Affiliates or any of their respective past or present representatives and applies to claims arising out of federal, state and local laws, including claims of alleged discrimination on any basis, as well as to claims arising under the common law. The prevailing party in any such arbitration proceeding, as determined by the arbitrator, or in any proceeding to enforce the arbitration award, will be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including the arbitrator’s compensation), expenses and attorneys’ fees. If no party entirely prevails in such arbitration or proceeding, the arbitrator or court shall apportion an award of such fees based on the relative success of each party. In the event of a conflict between this provision and any provision in the applicable rules of JAMS, the provisions of this Agreement will prevail.
15.      Section 409A .
The Restricted Units are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent; provided , that the Partnership does not guarantee to the Participant any particular tax treatment of the Restricted Units. In no event whatsoever shall the Partnership be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A. Distribution Equivalent Payments shall be treated separately from the Service-Based Restricted Units and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A.
16.      Miscellaneous .
(a)      Successors . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.
(b)      Governing Law . All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.
(c)      Counterparts; Electronic Acceptance . This Agreement may be executed in one or more counterparts (including by facsimile or electronic transmission), all of which taken together shall constitute one contract. Alternatively, this Agreement may be granted to and accepted by the Participant electronically.
(d)      Interpretation . Unless a clear contrary intention appears: (i) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or the Agreement, and reference to a Person in a particular capacity






excludes such Person in any other capacity or individually; (iii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (v) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to the Agreement as a whole and not to any particular article, section or other provision hereof; (vii) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of the Agreement; (viii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (ix) “or” is used in the inclusive sense of “and/or”; (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (xi) reference to dollars or $ shall be deemed to refer to U.S. dollars.
(e)      No Strict Construction . This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
(f)      Waiver . The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
17.      NO ACQUIRED RIGHTS .
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE PARTNERSHIP MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD OF RESTRICTED UNITS MADE UNDER THIS AGREEMENT IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE PARTNERSHIP; (C) NO PAST GRANTS OR AWARDS (INCLUDING THE RESTRICTED UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER; (D) THE PLAN AND THE AGREEMENT DO NOT FORM PART OF THE TERMS OF THE PARTICIPANT’S EMPLOYMENT; AND (E) BY PARTICIPATING IN THE PLAN AND RECEIVING AN AWARD PURSUANT TO THIS AGREEMENT, THE PARTICIPANT WAIVES ALL RIGHTS TO COMPENSATION FOR ANY LOSS IN RELATION TO THE PLAN OR THIS AGREEMENT, INCLUDING ANY LOSS OF RIGHTS IN ANY CIRCUMSTANCES INCLUDING TERMINATION OF EMPLOYMENT.






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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.



ARES MANAGEMENT, L.P.
By: Ares Management GP LLC, its general partner

By:     /s/ Antony P. Ressler    
Name:     Antony P. Ressler
Title:     Co-Founder and Executive Chairman



/s/ Michael J Arougheti    
Participant Name: Michael J Arougheti
Date Accepted: July 31, 2018










Exhibit 31.1
Certification of Chief Executive Officer
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d- 14(a)

I, Michael J Arougheti , certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ares Management, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2018
/s/ Michael J Arougheti
Name:
Michael J Arougheti
Title:
Co‑Founder, Chief Executive Officer & President (Principal Executive Officer)
 




Exhibit 31.2
Certification of Chief Financial Officer
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Michael R. McFerran, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ares Management, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2018
/s/ Michael R. McFerran
Name:
Michael R. McFerran
Title:
Chief Financial Officer & Chief Operating Officer (Principal Financial and Accounting Officer) 
 




Exhibit 32.1
 
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to
18 U.S.C. Section 1350

In connection with the Quarterly Report on Form 10-Q of Ares Management, L.P. (the “Company”) for the quarter ended June 30, 2018  as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael J Arougheti, as Chief Executive Officer of the Company, and Michael R. McFerran, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 6, 2018

/s/ Michael J Arougheti
Name:
Michael J Arougheti
Title:
Co‑Founder, Chief Executive Officer & President (Principal Executive Officer)
 
 
/s/ Michael R. McFerran
Name:
Michael R. McFerran
Title:
Chief Financial Officer & Chief Operating Officer (Principal Financial and Accounting Officer) 
 
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Ares Management, L.P and will be retained by Ares Management, L.P. and furnished to the Securities and Exchange Commission or its staff upon request.