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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
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 CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
80-0962035
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067
(Address of principal executive office) (Zip Code)
(310201‑4100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.01 per share
ARES
New York Stock Exchange
7.00% Series A Preferred Stock, par value $0.01 per share
ARES.PRA
New York Stock Exchange
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 every Interactive Data File required to be submitted 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 such files). Yes x  No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company.” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large Accelerated Filer
 x
Accelerated Filer
 ☐
Non‑Accelerated Filer
 ☐
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 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes   No x
As of October 31, 2019 there were 114,745,595 of the registrant’s shares of Class A common stock outstanding, 1,000 shares of the registrant's Class B common stock outstanding, and 1 share of the registrant's Class C common stock outstanding.
 


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TABLE OF CONTENTS
 
 
 
   
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Financial Information - Unaudited
 
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Cautionary Note Regarding Forward‑Looking Statements
This report contains forward‑looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect our current views with respect to, among other things, future events, operations 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, other comparable words or other statements that do not relate to historical or factual matters. 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, 2018, 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 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 shared resource groups to support our reportable segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, strategy and relationship management, 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 net investment income of Ares Capital Corporation (NASDAQ: ARCC) (“ARCC”). Such fees from ARCC are classified as management fees as they are paid quarterly, predictable and recurring in nature, are not subject to contingent repayment and are typically cash settled each quarter;

“ARCC Part II Fees” refers to fees that are paid in arrears as of the end of each calendar year when the cumulative aggregate realized capital gains exceed the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation, less the aggregate amount of ARCC Part II Fees paid in all prior years since inception;

“Ares”, “the Company”, “we”, “us” and “our” refer to (i) Ares Management Corporation and its subsidiaries following the Conversion and (ii) Ares Management, L.P. and its subsidiaries prior to the Conversion;

“Ares Operating Group Unit” or an “AOG Unit” refers 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 is equal to initial principal amounts adjusted for paydowns;

“available capital” (also referred to as “dry powder”) 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;

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

“Conversion” refers to our conversion effective November 26, 2018 from a Delaware limited partnership named Ares Management, L.P. into a Delaware corporation named Ares Management Corporation;

“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;

"effective management fee rate” represents the annualized fees divided by the average fee paying AUM for the period;

“fee paying AUM” or “FPAUM” refers to the AUM from 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, 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 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;

“GAAP” refers to accounting principles generally accepted in the United States of America;

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

“Incentive eligible AUM” or “IEAUM” refers to the AUM of our funds from which performance income may be generated, regardless of whether or not they are currently generating performance income. It generally represents

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the NAV plus uncalled equity or total assets plus uncalled debt, as applicable, of our funds for which we are entitled to receive a performance income, excluding capital committed by us and our professionals (from which we generally do not earn performance income). With respect to ARCC's AUM, only ARCC Part II Fees may be generated from IEAUM;

“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 or total assets of our funds, as applicable, for which we are entitled to receive performance income, excluding capital committed by us and our professionals (from which we generally do not earn performance income). ARCC is only included in IGAUM when Part II Fees are being generated;

“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 our 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. Such 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, that is 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;

“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 expense, 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;

“SEC” refers to the Securities and Exchange Commission;

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

"Series A Preferred Stock" refers to the preferred stock, $0.01 par value per share, of the Company designated as 7.00% Series A Preferred Stock; and


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“Term Loans” refers to term loans held by wholly owned subsidiaries of Ares Management LLC (“AM LLC”).

References in this Quarterly Report on Form 10-Q to (1) “common shares” and “preferred shares” refer to shares of our Class A common stock and the Series A Preferred Stock, respectively, previously outstanding prior to our Conversion and (2) “common shareholders” and “preferred shareholders” refer to holders of shares of our Class A common stock and shares of the Series A Preferred Stock, respectively, prior to our Conversion.

Many of the terms used in this report, including AUM, FPAUM, FRE 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 or definitions used by the SEC or other regulatory bodies. Further, FRE and RI are not measures of performance calculated in accordance with GAAP. We use FRE and RI as measures of operating performance, not as measures of liquidity. FRE 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 FRE 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 FRE 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 Corporation 
Condensed Consolidated Statements of Financial Condition 
(Amounts in Thousands, Except Share Data)
 
As of September 30,
 
As of December 31,
 
2019
 
2018
 
(unaudited)
 
 
Assets
 

 
 

Cash and cash equivalents
$
152,203

 
$
110,247

Investments (includes accrued carried interest of $1,250,191 and $841,079, at September 30, 2019 and December 31, 2018, respectively)
1,779,864

 
1,326,137

Due from affiliates
245,276

 
199,377

Other assets
296,302

 
377,651

Right-of-use operating lease assets
148,170

 

Assets of Consolidated Funds:
 
 
 
Cash and cash equivalents
575,621

 
384,644

Investments, at fair value
8,271,481

 
7,673,165

Due from affiliates
14,978

 
17,609

Receivable for securities sold
85,701

 
42,076

Other assets
27,160

 
23,786

Total assets
$
11,596,756

 
$
10,154,692

Liabilities
 
 
 
Accounts payable, accrued expenses and other liabilities
$
71,077

 
$
83,221

Accrued compensation
168,539

 
29,389

Due to affiliates
57,551

 
82,411

Performance related compensation payable
905,949

 
641,737

Debt obligations
246,442

 
480,952

Right-of-use operating lease liabilities
174,078

 

Liabilities of Consolidated Funds:
 
 
 
Accounts payable, accrued expenses and other liabilities
83,698

 
83,876

Payable for securities purchased
514,717

 
471,390

CLO loan obligations, at fair value
7,407,720

 
6,678,091

Fund borrowings
124,203

 
209,284

Total liabilities
9,753,974

 
8,760,351

Commitments and contingencies

 

Non-controlling interest in Consolidated Funds
639,676

 
503,637

Non-controlling interest in Ares Operating Group entities
450,985

 
302,780

Stockholders' Equity
 
 
 
Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (12,400,000 shares issued and outstanding at September 30, 2019 and December 31, 2018)
298,761

 
298,761

Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (114,719,768 shares and 101,594,095 shares issued and outstanding at September 30, 2019 and at December 31, 2018, respectively)
1,147

 
1,016

Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding at September 30, 2019 and at December 31, 2018)

 

Class C common stock, $0.01 par value, 499,999,000 shares authorized (1 share issued and outstanding at September 30, 2019 and at December 31, 2018)

 

Additional paid-in-capital
507,531

 
326,007

Retained earnings
(44,308
)
 
(29,336
)
Accumulated other comprehensive loss, net of tax
(11,010
)
 
(8,524
)
Total stockholders' equity
752,121

 
587,924

Total equity
1,842,782

 
1,394,341

Total liabilities, non-controlling interests and equity
$
11,596,756

 
$
10,154,692


See accompanying notes to the condensed consolidated financial statements.

7

Table of Contents

Ares Management Corporation
Condensed Consolidated Statements of Operations  
(Amounts in Thousands, Except Share Data)
(unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Revenues
 
 
 
 
 
 
 
Management fees (includes ARCC Part I Fees of $38,786, $116,336 and $33,377, $91,660 for the three and nine months ended September 30, 2019 and 2018, respectively)
$
251,591

 
$
204,524

 
$
714,096

 
$
588,071

Carried interest allocation
186,803

 
31,902

 
503,808

 
72,587

Incentive fees
1,712

 
872

 
28,747

 
13,683

Principal investment income (loss)
11,389

 
(7,464
)
 
45,992

 
(684
)
Administrative, transaction and other fees
14,995

 
10,943

 
35,866

 
37,372

Total revenues
466,490

 
240,777

 
1,328,509

 
711,029

Expenses
 
 
 
 
 
 
 
Compensation and benefits
166,216

 
145,594

 
485,232

 
419,225

Performance related compensation
139,216

 
17,606

 
388,424

 
30,479

General, administrative and other expenses
79,385

 
51,155

 
195,988

 
155,523

Expenses of Consolidated Funds
10,884

 
12,833

 
30,865

 
49,261

Total expenses
395,701

 
227,188

 
1,100,509

 
654,488

Other income (expense)
 
 
 
 
 
 
 
Net realized and unrealized gains on investments
1,522

 
5,542

 
5,519

 
7,970

Interest and dividend income
2,030

 
808

 
5,526

 
6,511

Interest expense
(4,691
)
 
(4,143
)
 
(16,073
)
 
(17,088
)
Other income (expense), net
(1,870
)
 
811

 
(1,570
)
 
(1,487
)
Net realized and unrealized gains (losses) on investments of Consolidated Funds
(992
)
 
5,437

 
3,256

 
26,839

Interest and other income of Consolidated Funds
107,922

 
93,062

 
303,312

 
250,117

Interest expense of Consolidated Funds
(71,134
)
 
(62,763
)
 
(204,051
)
 
(163,942
)
Total other income
32,787

 
38,754

 
95,919

 
108,920

Income before taxes
103,576

 
52,343

 
323,919


165,461

Income tax expense
11,701

 
5,131

 
35,590

 
29,659

Net income
91,875

 
47,212

 
288,329

 
135,802

Less: Net income attributable to non-controlling interests in Consolidated Funds
15,908

 
13,169

 
41,878

 
23,418

Less: Net income attributable to non-controlling interests in Ares Operating Group entities
42,636

 
18,133

 
136,032

 
67,301

Net income attributable to Ares Management Corporation
33,331

 
15,910

 
110,419


45,083

Less: Series A Preferred Stock dividends paid
5,425

 
5,425

 
16,275

 
16,275

Net income attributable to Ares Management Corporation Class A common stockholders
$
27,906

 
$
10,485

 
$
94,144


$
28,808

Net income attributable to Ares Management Corporation per share of Class A common stock
 
 
 
 
 
 
 
Basic
$
0.24

 
$
0.09

 
$
0.84

 
$
0.25

Diluted
$
0.23

 
$
0.09

 
$
0.81

 
$
0.25

Weighted-average shares of Class A common stock:(1)
 
 
 
 
 
 
 
Basic
108,481,929

 
98,706,419

 
105,546,219

 
94,168,582

Diluted
121,890,022

 
98,706,419

 
116,418,136

 
94,168,582


(1) Three and nine months ended September 30, 2018 represents common units.

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

8

Table of Contents

Ares Management Corporation
Condensed Consolidated Statements of Comprehensive Income  
(Amounts in Thousands)
(unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Net income
$
91,875

 
$
47,212

 
$
288,329

 
$
135,802

Other comprehensive income:
 
 
 
 
 
 
 
Foreign currency translation adjustments, net of tax
(9,429
)
 
(1,919
)
 
(10,336
)
 
(8,811
)
Total comprehensive income
82,446

 
45,293

 
277,993

 
126,991

Less: Comprehensive income attributable to non-controlling interests in Consolidated Funds
10,962

 
12,669

 
36,779

 
20,404

Less: Comprehensive income attributable to non-controlling interests in Ares Operating Group entities
40,284

 
17,359

 
133,281

 
64,699

Comprehensive income attributable to Ares Management Corporation
$
31,200


$
15,265

 
$
107,933

 
$
41,888

 
See accompanying notes to the condensed consolidated financial statements.


9

Table of Contents

Ares Management Corporation
Condensed Consolidated Statements of Changes in Equity 
(Amounts in Thousands)
(unaudited)

 
Series A Preferred Stock
 
Class A Common Stock
 
Additional Paid-in-Capital
 
Retained Earnings
 
Accumulated
Other
Comprehensive
Income (loss)
 
Non-Controlling
Interest in
Ares Operating
Group Entities
 
Non-Controlling
Interest in Consolidated
Funds
 
Total
Equity
Balance at December 31, 2018
$
298,761

 
$
1,016

 
$
326,007

 
$
(29,336
)
 
$
(8,524
)
 
$
302,780

 
$
503,637

 
$
1,394,341

Relinquished with deconsolidation of funds

 

 

 

 

 

 
(55
)
 
(55
)
Changes in ownership interests and related tax benefits

 
15

 
(6,339
)
 

 

 
(12,073
)
 

 
(18,397
)
Contributions

 

 

 

 

 
1,876

 
54,035

 
55,911

Dividends/Distributions
(5,425
)
 

 

 
(35,367
)
 

 
(40,112
)
 
(20,736
)
 
(101,640
)
Net income
5,425

 

 

 
39,524

 

 
59,003

 
17,624

 
121,576

Currency translation adjustment

 

 

 

 
1,284

 
1,459

 
(1,659
)
 
1,084

Equity compensation

 

 
12,637

 

 

 
14,367

 

 
27,004

Balance at March 31, 2019
298,761

 
1,031

 
332,305

 
(25,179
)
 
(7,240
)
 
327,300

 
552,846

 
1,479,824

Changes in ownership interests and related tax benefits

 
5

 
(32,128
)
 

 

 
20,615

 

 
(11,508
)
Repurchases of Class A common stock

 
(4
)
 
(10,445
)
 

 

 

 

 
(10,449
)
Contributions

 

 

 

 

 

 
61,464

 
61,464

Dividends/Distributions
(5,425
)
 

 

 
(36,782
)
 

 
(40,103
)
 
(10,219
)
 
(92,529
)
Net income
5,425

 

 

 
26,714

 

 
34,393

 
8,346

 
74,878

Currency translation adjustment

 

 

 

 
(1,639
)
 
(1,858
)
 
1,506

 
(1,991
)
Equity compensation

 

 
11,306

 

 

 
12,535

 

 
23,841

Stock option exercises

 
43

 
78,751

 

 

 

 

 
78,794

Balance at June 30, 2019
$
298,761

 
$
1,075

 
$
379,789

 
$
(35,247
)
 
$
(8,879
)
 
$
352,882

 
$
613,943

 
$
1,602,324

Changes in ownership interests and related tax benefits

 
1

 
(94,004
)
 

 

 
95,212

 

 
1,209

Repurchases of Class A common stock

 

 

 

 

 

 

 

Contributions

 
70

 
206,635

 

 

 

 
49,391

 
256,096

Dividends/Distributions
(5,425
)
 

 

 
(36,967
)
 

 
(48,970
)
 
(34,620
)
 
(125,982
)
Net income
5,425

 

 

 
27,906

 

 
42,636

 
15,908

 
91,875

Currency translation adjustment

 

 

 

 
(2,131
)
 
(2,352
)
 
(4,946
)
 
(9,429
)
Equity compensation

 

 
10,816

 

 

 
11,577

 

 
22,393

Stock option exercises

 
1

 
4,295

 

 

 

 

 
4,296

Balance at September 30, 2019
$
298,761

 
$
1,147

 
$
507,531

 
$
(44,308
)
 
$
(11,010
)
 
$
450,985

 
$
639,676

 
$
1,842,782


See accompanying notes to the condensed consolidated financial statements.














10

Table of Contents

Ares Management Corporation
Condensed Consolidated Statements of Changes in Equity 
(Amounts in Thousands)
(unaudited)

 
Preferred
Equity
 
Series A Preferred Stock
 
Shareholders'
Equity
 
Class A Common Stock
 
Additional Paid-in-Capital
 
Retained Earnings
 
Accumulated
Other
Comprehensive
Income (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

 

 
1,202

 

 

 

 
(1,202
)
 

 
 

 

Changes in ownership interests and related tax benefits

 

 
(8,351
)
 

 

 

 

 
18,810

 
 

 
10,459

Contributions

 

 
105,441

 

 

 

 

 

 
 
8,000

 
113,441

Dividends/Distributions
(5,425
)
 

 
(33,103
)
 

 

 

 

 
(58,677
)
 
 
(983
)
 
(98,188
)
Net income
5,425

 

 
35,523

 

 

 

 

 
33,106

 
 
367

 
74,421

Currency translation adjustment

 

 

 

 

 

 
1,409

 
2,103

 
 
3,175

 
6,687

Equity compensation

 

 
8,285

 

 

 

 

 
12,409

 
 

 
20,694

Balance at March 31, 2018
298,761

 

 
377,235

 

 

 

 
(4,001
)
 
348,820

 
 
544,380

 
1,565,195

Changes in ownership interests and related tax benefits

 

 
15,816

 

 

 

 

 
(4,711
)
 
 

 
11,105

Contributions

 

 
842

 

 

 

 

 
764

 
 
62,990

 
64,596

Dividends/Distributions
(5,425
)
 

 
(36,640
)
 

 

 

 

 
(53,174
)
 
 
(34,346
)
 
(129,585
)
Net income
5,425

 

 
(17,200
)
 

 

 

 

 
16,062

 
 
9,882

 
14,169

Currency translation adjustment

 

 

 

 

 

 
(2,757
)
 
(3,931
)
 
 
(5,689
)
 
(12,377
)
Equity compensation

 

 
9,928

 

 

 

 

 
12,218

 
 

 
22,146

Balance at June 30, 2018
298,761

 

 
349,981

 

 

 

 
(6,758
)
 
316,048

 
 
577,217

 
1,535,249

Changes in ownership interests and related tax benefits

 

 
(34,678
)
 

 

 

 

 
3,499

 
 

 
(31,179
)
Contributions

 

 

 

 

 

 

 
917

 
 

 
917

Dividends/Distributions
(5,425
)
 

 
(34,667
)
 

 

 

 

 
(30,928
)
 
 
(11,466
)
 
(82,486
)
Net income
5,425

 

 
10,485

 

 

 

 

 
18,133

 
 
13,169

 
47,212

Currency translation adjustment

 

 

 

 

 

 
(645
)
 
(774
)
 
 
(500
)
 
(1,919
)
Equity compensation

 

 
10,600

 

 

 

 

 
12,925

 
 

 
23,525

Balance at September 30, 2018
298,761

 

 
301,721

 

 

 

 
(7,403
)
 
319,820

 
 
578,420

 
1,491,319

Consolidation of a new fund

 

 

 

 

 

 

 

 
 
42,942

 
42,942

Changes in ownership interests and related tax benefits

 

 
501

 

 
9,140

 

 

 
(1,237
)
 
 

 
8,404

Contributions

 

 

 

 

 

 

 
1,447

 
 
19

 
1,466

Dividends/Distributions

 
(5,425
)
 
(91
)
 

 

 
(30,348
)
 

 
(35,018
)
 
 
(112,915
)
 
(183,797
)
Net income

 
5,425

 
5,500

 

 

 
1,012

 

 
7,306

 
 
(2,906
)
 
16,337

Currency translation adjustment

 

 

 

 

 

 
(1,121
)
 
(1,335
)
 
 
(1,923
)
 
(4,379
)
Equity compensation

 

 
7,432

 

 
2,820

 

 

 
11,797

 
 

 
22,049

Reclassifications resulting from conversion to a corporation
(298,761
)
 
298,761

 
(315,063
)
 
1,016

 
314,047

 

 

 

 
 

 

Balance at December 31, 2018
$

 
$
298,761

 
$

 
$
1,016

 
$
326,007

 
$
(29,336
)
 
$
(8,524
)
 
$
302,780

 
 
$
503,637

 
$
1,394,341

See accompanying notes to the condensed consolidated financial statements.


11

Table of Contents

Ares Management Corporation
Condensed Consolidated Statements of Cash Flows
(Amounts in Thousands) 
(unaudited)
 
For the Nine Months Ended September 30,
 
2019
 
2018
Cash flows from operating activities:
 
 
 
Net income
$
288,329

 
$
135,802

Adjustments to reconcile net income to net cash used in operating activities
59,736

 
268,526

Adjustments to reconcile net income to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds
(1,826,610
)
 
(2,181,999
)
Cash flows due to changes in operating assets and liabilities
19,038

 
90,140

Cash flows due to changes in operating assets and liabilities allocable to non-controlling interests in Consolidated Funds
(220,577
)
 
(35,683
)
Net cash used in operating activities
(1,680,084
)
 
(1,723,214
)
Cash flows from investing activities:
 

 
 

Purchase of furniture, equipment and leasehold improvements, net
(12,073
)
 
(14,437
)
Net cash used in investing activities
(12,073
)
 
(14,437
)
Cash flows from financing activities:
 

 
 

Proceeds from issuance of Class A common stock
206,705

 
105,333

Proceeds from credit facility
265,000

 
410,000

Proceeds from term notes

 
44,050

Repayments of credit facility
(500,000
)
 
(515,000
)
Repayments of term loans

 
(206,089
)
Dividends and distributions 
(238,301
)
 
(247,189
)
Series A Preferred Stock dividends and distributions
(16,275
)
 
(16,275
)
Repurchases of Class A common stock
(10,449
)
 

Stock option exercises
83,090

 
950

Taxes paid related to net share settlement of equity awards
(32,022
)
 
(17,376
)
Other financing activities
(3,240
)
 
1,681

Allocable to non-controlling interests in Consolidated Funds:
 

 
 

Contributions from non-controlling interests in Consolidated Funds
164,890

 
70,990

Distributions to non-controlling interests in Consolidated Funds
(65,575
)
 
(46,795
)
Borrowings under loan obligations by Consolidated Funds
2,482,341

 
3,135,421

Repayments under loan obligations by Consolidated Funds
(585,496
)
 
(986,699
)
Net cash provided by financing activities
1,750,668

 
1,733,002

Effect of exchange rate changes
(16,555
)
 
7,912

Net change in cash and cash equivalents
41,956


3,263

Cash and cash equivalents, beginning of period
110,247

 
118,929

Cash and cash equivalents, end of period
$
152,203

 
$
122,192

 
See accompanying notes to the condensed consolidated financial statements.

12

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


1. ORGANIZATION 
Ares Management Corporation (the "Company"), a Delaware corporation, together with its subsidiaries, is a leading global alternative investment manager operating three integrated businesses across 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 Board of Directors and Executive Management Committee. Unless the context requires otherwise, references to “Ares” or the “Company” refer to Ares Management, L.P., together with its subsidiaries prior to November 26, 2018 and thereafter to Ares Management Corporation, together with its subsidiaries.
The accompanying unaudited financial statements include the condensed consolidated results of the Company and its subsidiaries. The Company is a holding company, and the Company’s sole assets are equity interests in Ares Holdings Inc. (“AHI”), Ares Offshore Holdings, Ltd., and Ares AI Holdings L.P. 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. 
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, and that all such adjustments are of a normal recurring nature. 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, 2018 filed with the Securities and Exchange Commission ("SEC").
The condensed consolidated financial statements include the accounts and activities of the AOG entities, their consolidated subsidiaries and certain Consolidated Funds. 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 842

Effective January 1, 2019, the Company adopted the Financial Accounting Standards Board (“FASB”) Topic 842 (“ASC 842”), Leases. The Company adopted ASC 842 under the modified retrospective approach using the practical expedient provided for within paragraph 842-10-65-1; therefore, the presentation of prior year periods has not been adjusted. No cumulative effect of initially adopting ASC 842 as an adjustment to the opening balance of components of equity as of January 1, 2019 was necessary as the recognition of the right-of-use operating lease assets equaled the corresponding lease liabilities. The amount established in conjunction with the implementation was consistent with the amount previously disclosed.


13

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




The Company has entered into operating and finance leases for corporate offices and certain equipment and makes the determination if an arrangement constitutes a lease at inception. Operating leases are included in right-of-use operating lease assets and right-of-use operating lease liabilities in the Company's Condensed Consolidated Statements of Financial Condition. Finance leases are included in accounts payable, accrued expenses and other liabilities in the Condensed Consolidated Statements of Financial Condition. Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Statements of Financial Condition.
Right-of-use leases assets represent the Company's right to use an underlying asset for the lease term and right-of-use lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses the its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The right-of-use operating lease asset also includes any lease prepayments and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the company will exercise that option. Lease expense is primarily recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. However, for certain equipment leases where the non-lease components are not material, the Company account for the lease and non-lease components as a single lease component.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates ("ASU") issued. ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its condensed consolidated financial statements.
In May 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The objective of the guidance in ASU 2016-13 is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs. ASU 2016-13 requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses. Available for sale and held to maturity debt securities are also required to be held net of an allowance for credit losses. The guidance should be applied using a modified retrospective approach. ASU 2016-13 is effective for public entities for annual reporting periods beginning after December 15, 2019 and interim periods within those reporting periods. Early adoption is permitted for annual and quarterly reporting periods beginning after December 15, 2018. In April and May 2019, ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, were issued to provide clarification to previously issued credit losses guidance (ASU 2016-13) that has not yet been implemented. These updates are required to be adopted with ASU 2016-13. The Company is currently evaluating the impact of these pronouncements on its condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force). ASU 2018-15 amends ASC 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This ASU aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, ASU 2018-15 amends ASC 350 to include in its scope implementation costs of a cloud computing arrangement that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a cloud computing arrangement that is considered a service contract. The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. In addition, this ASU states that a cloud computing arrangement that is a service contract does not give rise to a recognizable intangible asset because it is an executory service contract. Consequently, any costs incurred to implement a cloud computing arrangement that is a service contract would not be capitalized as an intangible asset since they do not form part of an intangible asset but instead would be characterized in the financial statements in the same manner as other service costs and assets related to service contracts such as prepaid expense. That is, these costs would be capitalized as part of the service contract and the related amortization would be consistent with the ongoing periodic costs of the underlying cloud computing arrangement. ASU 2018-15 is effective for public entities for annual reporting periods beginning after December 15, 2019 and interim periods within those reporting periods, with early adoption permitted. The guidance may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

14

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




In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. ASU 2018-17, amends ASC 810 to address whether indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. This is consistent with how indirect interests held through related parties under common control are considered for determining whether a reporting entity must consolidate a VIE. For example, if a decision maker or service provider owns a 20 percent interest in a related party and that related party owns a 40 percent interest in the legal entity being evaluated, the decision maker’s or service provider’s indirect interest in the VIE held through the related party under common control should be considered the equivalent of an eight percent direct interest for determining whether its fees are variable interests. ASU 2018-17 is effective for public entities for annual reporting periods beginning after December 15, 2019 and interim periods within those reporting periods, with early adoption permitted. The guidance should be applied retrospectively. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

3. GOODWILL AND INTANGIBLE ASSETS
Finite Lived Intangible Assets, Net
The following table summarizes the carrying value, net of accumulated amortization, for the Company's intangible assets, included within other assets in the Condensed Consolidated Statements of Financial Condition:
 
Weighted Average Amortization Period as of September 30, 2019
 
As of September 30,
 
As of December 31,
 
 
2019
 
2018
Management contracts
2.4 years
 
$
12,498

 
$
42,335

Client relationships
8.8 years
 
6,341

 
38,600

Trade name
2.8 years
 
378

 
3,200

Intangible assets
 
 
19,217


84,135

Less: accumulated amortization
 
 
(10,837
)
 
(52,701
)
Intangible assets, net
 
 
$
8,380


$
31,434



Amortization expense associated with intangible assets, excluding impairment charges, was $0.6 million and $1.2 million for the three months ended September 30, 2019 and 2018, respectively, and $3.0 million and $7.8 million for the nine months ended September 30, 2019 and 2018, respectively, and is presented within general, administrative and other expenses within the Condensed Consolidated Statements of Operations. During the first quarter of 2019, the Company removed $29.8 million of intangible assets that were fully amortized.
During the three months ended September 30, 2019, the Company recorded a non-cash impairment charge of $20.0 million
to general, administrative and other expenses within the Condensed Consolidated Statements of Operations related to certain intangible assets recorded in connection with the Company’s acquisition of Energy Investors Funds (“EIF”).  The EIF funds are a component of the Private Equity Group operating segment. The primary indicator of impairment was lower legacy EIF investor commitments into successor funds from the Company’s original projections and the Company’s decision to no longer introduce successor funds under its EIF trade name. As a result, the Company expects a decrease in the future expected cash flows from management fees generated by EIF’s existing client relationships and a decrease in royalties attributed to EIF’s trade name.  The Company determined that the carrying value of these intangible assets exceeded the expected undiscounted future cash flows and recorded an impairment charge equal to the difference between its carrying value of each asset and the asset’s estimated fair value, as calculated using a discounted cash flow methodology. Following the recognition of the impairment charge, the Company removed $35.1 million of the client relationships and trade name intangible assets to reflect the adjusted carrying value to be amortized over the remaining useful life.





15

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




Goodwill
The following table summarizes the carrying value of the Company's goodwill assets, included within other assets in the Condensed Consolidated Statements of Financial Condition:
 
Credit
 
Private
Equity
 
Real
Estate
 
Total
Balance as of December 31, 2018
$
32,196

 
$
58,600

 
$
52,990


$
143,786

Foreign currency translation

 

 
(65
)
 
(65
)
Balance as of September 30, 2019
$
32,196

 
$
58,600

 
$
52,925

 
$
143,721


There was no impairment of goodwill recorded during the nine months ended September 30, 2019 and 2018. The impact of foreign currency translation is reflected within other comprehensive income.
4. INVESTMENTS
The Company’s investments are comprised of the following:
 
 
 
Percentage of total investments as of
 
September 30,
 
December 31,
 
September 30,
 
December 31,
 
2019
 
2018
 
2019
 
2018
Private Investment Partnership Interests and Other:
 
 
 
 
 
 
 
Equity method private investment partnership interests - principal (1)
$
379,338

 
$
357,655

 
21.3
%
 
27.0
%
Equity method - carried interest (1)
1,250,191

 
841,079

 
70.2
%
 
63.4
%
Equity method private investment partnership interests and other (held at fair value)
49,162

 
46,450

 
2.8
%
 
3.5
%
Equity method private investment partnership interests and other
17,497

 
18,845

 
1.0
%
 
1.4
%
Total private investment partnership interests and other
1,696,188


1,264,029

 
95.3
%
 
95.3
%
Collateralized loan obligations
23,417

 
20,824

 
1.3
%
 
1.6
%
Other fixed income
59,096

 
40,000

 
3.3
%
 
3.0
%
Collateralized loan obligations and other fixed income, at fair value
82,513

 
60,824

 
4.6
%
 
4.6
%
Common stock, at fair value
1,163

 
1,284

 
0.1
%
 
0.1
%
Total investments
$
1,779,864


$
1,326,137







 
(1)
Investment or portion of the investment 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 as defined by guidance from the SEC. As of and for the three and nine months ended September 30, 2019 and 2018, 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 $11.1 million for the three months ended September 30, 2019, and $45.6 million and $3.5 million for the nine months ended September 30, 2019 and 2018, respectively. The Company recognized a net loss related to its equity method investments of $3.8 million for the three months ended September 30, 2018. The net gains and losses were included within principal investment income, net realized and unrealized gains on investments, and interest and dividend income within the Condensed Consolidated Statements of Operations.
 
With respect to the Company's equity method investments, the material assets are expected to generate either 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.


16

Table of Contents
Ares Management Corporation
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 as of
 
September 30,
 
December 31,
 
September 30,
 
December 31,
 
2019
 
2018
 
2019
 
2018
Fixed income investments:
 
 
 
 
 
 
 
Bonds
$
205,727

 
$
318,499

 
2.5
%
 
4.3
%
Loans
7,614,571

 
6,886,749

 
92.1
%
 
89.8
%
Total fixed income investments
7,820,298

 
7,205,248

 
94.6
%
 
94.1
%
Equity securities
152,026

 
196,470

 
1.8
%
 
2.4
%
Partnership interests
299,157

 
271,447

 
3.6
%
 
3.5
%
Total investments, at fair value
$
8,271,481

 
$
7,673,165

 
 
 
 
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 price 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.


17

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




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 the Consolidated Funds as of September 30, 2019:
Financial Instruments of the Company
 
Level I 
 
Level II 
 
Level III 
 
Investments
Measured
at NAV
 
Total 
Assets, at fair value
 
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 
 
Collateralized loan obligations and other fixed income
 
$

 
$

 
$
82,513

 
$

 
$
82,513

Common stock and other equity securities
 
128

 
1,035

 
12,397

 

 
13,560

Partnership interests
 

 

 
35,192

 
1,573

 
36,765

Total investments, at fair value
 
128


1,035


130,102


1,573


132,838

Derivatives—foreign exchange contracts
 

 
4,201

 

 

 
4,201

Total assets, at fair value
 
$
128


$
5,236


$
130,102


$
1,573


$
137,039

Liabilities, at fair value
 
 
 
 
 
 
 
 
 
 
Derivatives—foreign exchange contracts
 
$

 
$
(163
)
 
$

 
$

 
$
(163
)
Total liabilities, at fair value
 
$


$
(163
)

$


$


$
(163
)
Financial Instruments of the Consolidated Funds
 
Level I 
 
Level II 
 
Level III 
 
Total 
Assets, at fair value
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
Fixed income investments:
 
 
 
 
 
 
 
 
Bonds
 
$

 
$
197,204

 
$
8,523

 
$
205,727

Loans
 

 
7,337,934

 
276,637

 
7,614,571

Total fixed income investments
 


7,535,138


285,160


7,820,298

Equity securities
 
37,185

 

 
114,841

 
152,026

Partnership interests
 

 

 
299,157

 
299,157

Total investments, at fair value
 
37,185


7,535,138


699,158


8,271,481

Derivatives:
 
 
 
 
 
 
 
 
Foreign exchange contracts
 

 
1,042

 

 
1,042

Asset swaps - other
 

 

 
236

 
236

Total assets, at fair value
 
$
37,185


$
7,536,180


$
699,394


$
8,272,759

Liabilities, at fair value
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
$

 
$
(1,025
)
 
$

 
$
(1,025
)
Asset swaps - other
 

 

 
(2,788
)
 
(2,788
)
Loan obligations of CLOs
 

 
(7,407,720
)
 

 
(7,407,720
)
Total liabilities, at fair value
 
$


$
(7,408,745
)

$
(2,788
)

$
(7,411,533
)

18

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




The tables below summarize the financial assets and financial liabilities measured at fair value for the Company and the Consolidated Funds as of December 31, 2018:
Financial Instruments of the Company
 
Level I 
 
Level II 
 
Level III 
 
Investments
Measured
at NAV
 
Total 
Assets, at fair value
 
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 
 
Collateralized loan obligations and other fixed income
 
$

 
$

 
$
60,824

 
$

 
$
60,824

Common stock and other equity securities
 
280

 
1,004

 
10,397

 

 
11,681

Partnership interests
 

 

 
35,192

 
861

 
36,053

Total investments, at fair value
 
280


1,004


106,413


861


108,558

Derivatives-foreign exchange contracts
 

 
1,066

 

 

 
1,066

Total assets, at fair value
 
$
280


$
2,070


$
106,413


$
861


$
109,624

Liabilities, at fair value
 
 

 
 

 
 

 
 

 
 

Derivatives—foreign exchange contracts
 
$

 
$
(869
)
 
$

 
$

 
$
(869
)
Total liabilities, at fair value
 
$


$
(869
)

$


$


$
(869
)

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

 
$
316,850

 
$
1,649

 
$
318,499

Loans
 

 
6,340,440

 
546,309

 
6,886,749

Total fixed income investments
 


6,657,290


547,958


7,205,248

Equity securities
 
45,718

 

 
150,752

 
196,470

Partnership interests
 

 

 
271,447

 
271,447

Total investments, at fair value
 
45,718


6,657,290


970,157


7,673,165

Derivatives:
 
 
 
 
 
 
 
 
Foreign exchange contracts
 

 
1,881

 

 
1,881

Asset swaps - other
 

 

 
1,328

 
1,328

Total derivative assets, at fair value
 


1,881


1,328


3,209

Total assets, at fair value
 
$
45,718


$
6,659,171


$
971,485


$
7,676,374

Liabilities, at fair value
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
$

 
$
(1,864
)
 
$

 
(1,864
)
Asset swaps - other
 

 

 
(648
)
 
(648
)
Loan obligations of CLOs
 

 
(6,678,091
)
 

 
(6,678,091
)
Total liabilities, at fair value
 
$


$
(6,679,955
)

$
(648
)

$
(6,680,603
)


19

Table of Contents
Ares Management Corporation
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 September 30, 2019:
 
 
Level III Assets
Level III Assets of the Company
 
Equity 
Securities
 
Fixed Income
 
Partnership 
Interests
 
Total
Balance, beginning of period
 
$
12,397

 
$
64,051

 
$
35,192

 
$
111,640

Purchases(1)
 

 
25,010

 

 
25,010

Sales/settlements(2)
 

 
(5,243
)
 

 
(5,243
)
Realized and unrealized depreciation, net
 

 
(1,305
)
 

 
(1,305
)
Balance, end of period
 
$
12,397

 
$
82,513


$
35,192


$
130,102

Increase in net unrealized depreciation included in earnings related to financial assets still held at the reporting date
 
$

 
$
(1,357
)
 
$

 
$
(1,357
)
 
Level III Assets of Consolidated Funds
 
Equity 
Securities
 
Fixed 
Income
 
Partnership
Interests
 
Derivatives, Net
 
Total
Balance, beginning of period
 
$
131,732

 
$
274,412

 
$
293,857

 
$
58

 
$
700,059

Transfer in
 

 
122,554

 

 

 
122,554

Transfer out
 

 
(103,148
)
 

 

 
(103,148
)
Purchases(1)
 
710

 
95,011

 
2,000

 

 
97,721

Sales/settlements(2)
 
(13,597
)
 
(102,198
)
 
(5,000
)
 
(1,848
)
 
(122,643
)
Amortized discounts/premiums
 

 
107

 

 
(17
)
 
90

Realized and unrealized appreciation (depreciation), net
 
(4,004
)
 
(1,578
)
 
8,300

 
(745
)
 
1,973

Balance, end of period
 
$
114,841


$
285,160


$
299,157


$
(2,552
)

$
696,606

Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
(3,582
)
 
$
(765
)
 
$
8,300

 
$
(1,023
)
 
$
2,930

 
(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.



20

Table of Contents
Ares Management Corporation
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 nine months ended September 30, 2019:
 
 
Level III Assets
Level III Assets of the Company
 
Equity 
Securities
 
Fixed Income
 
Partnership 
Interests
 
Total
Balance, beginning of period
 
$
10,397

 
$
60,824

 
$
35,192

 
$
106,413

Deconsolidation of fund
 

 
10,021

 

 
10,021

Purchases(1)
 
2,000

 
27,157

 

 
29,157

Sales/settlements(2)
 

 
(16,413
)
 

 
(16,413
)
Realized and unrealized appreciation, net
 

 
924

 

 
924

Balance, end of period
 
$
12,397

 
$
82,513

 
$
35,192

 
$
130,102

Increase in net unrealized appreciation included in earnings related to financial assets still held at the reporting date
 
$

 
$
1,121

 
$

 
$
1,121

 
Level III Assets of Consolidated Funds
 
Equity 
Securities
 
Fixed 
Income
 
Partnership
Interests
 
Derivatives, Net
 
Total
Balance, beginning of period
 
$
150,752

 
$
547,958

 
$
271,447

 
$
680

 
$
970,837

Deconsolidation of fund
 
(10,325
)
 
(174,593
)
 

 

 
(184,918
)
Transfer in
 

 
85,179

 

 

 
85,179

Transfer out
 

 
(199,498
)
 

 

 
(199,498
)
Purchases(1)
 
11,595

 
282,190

 
10,000

 

 
303,785

Sales/settlements(2)
 
(18,734
)
 
(260,422
)
 
(7,000
)
 
(2,424
)
 
(288,580
)
Amortized discounts/premiums
 

 
17

 

 
4

 
21

Realized and unrealized appreciation (depreciation), net
 
(18,447
)
 
4,329

 
24,710

 
(812
)
 
9,780

Balance, end of period
 
$
114,841


$
285,160


$
299,157


$
(2,552
)

$
696,606

Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
(18,018
)
 
$
1,017

 
$
24,710

 
$
(1,031
)
 
$
6,678

 
(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.


21

Table of Contents
Ares Management Corporation
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 September 30, 2018:
 
 
Level III Assets
Level III Assets of the Company
 
Equity 
Securities
 
Fixed Income
 
Partnership 
Interests
 
Total
Balance, beginning of period
 
$

 
$
22,125

 
$
47,219

 
$
69,344

Transfer in
 
500

 

 

 
500

Purchases(1)
 
750

 
2,314

 

 
3,064

Sales/settlements(2)
 

 
(1,976
)
 

 
(1,976
)
Realized and unrealized appreciation (depreciation), net
 
9,147

 
185

 
(5,390
)
 
3,942

Balance, end of period
 
$
10,397

 
$
22,648

 
$
41,829

 
$
74,874

Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
9,147

 
$
220

 
$
(5,390
)
 
$
3,977


Level III Assets of Consolidated Funds
 
Equity 
Securities
 
Fixed 
Income
 
Partnership Interests
 
Derivatives, Net
 
Total
Balance, beginning of period
 
$
184,583

 
$
482,375

 
$
251,608

 
$
230

 
$
918,796

Transfer in
 

 
118,624

 

 
124

 
118,748

Transfer out
 

 
(264,659
)
 

 

 
(264,659
)
Purchases(1)
 

 
124,784

 
9,000

 

 
133,784

Sales/settlements(2)
 

 
(78,395
)
 

 
799

 
(77,596
)
Amortized discounts/premiums
 

 
(46
)
 

 
4

 
(42
)
Realized and unrealized appreciation (depreciation), net
 
(4,224
)
 
1,350

 
9,174

 
(336
)
 
5,964

Balance, end of period
 
$
180,359

 
$
384,033

 
$
269,782

 
$
821

 
$
834,995

Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
(13,164
)
 
$
3,468

 
$

 
$
125

 
$
(9,571
)

 

(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.




22

Table of Contents
Ares Management Corporation
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 nine months ended September 30, 2018:
 
 
Level III Assets
Level III Assets of the Company
 
Equity 
Securities
 
Fixed Income
 
Partnership 
Interests
 
Total
Balance, beginning of period
 
$

 
$
195,158

 
$
44,769

 
$
239,927

Deconsolidation of fund
 

 
78

 

 
78

Transfer in
 
250

 
 
 
 
 
250

Purchases(1)
 
1,000

 
51,045

 

 
52,045

Sales/settlements(2)
 

 
(222,546
)
 

 
(222,546
)
Realized and unrealized appreciation (depreciation), net
 
9,147

 
(1,087
)
 
(2,940
)
 
5,120

Balance, end of period
 
$
10,397

 
$
22,648

 
$
41,829

 
$
74,874

Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
9,147

 
$
(648
)
 
$
(2,940
)
 
$
5,559


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
 

 
68,665

 

 

 
68,665

Transfer out
 

 
(49,463
)
 

 

 
(49,463
)
Purchases(1)
 

 
262,278

 
25,000

 

 
287,278

Sales/settlements(2)
 

 
(163,559
)
 

 
606

 
(162,953
)
Amortized discounts/premiums
 

 
(62
)
 

 
(10
)
 
(72
)
Realized and unrealized appreciation (depreciation), net
 
17,782

 
(1,482
)
 
12,450

 
(679
)
 
28,071

Balance, end of period
 
$
180,359

 
$
384,033

 
$
269,782

 
$
821

 
$
834,995

Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
 
$
17,782

 
$
593

 
$
12,450

 
$
(863
)
 
$
29,962

 
(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.

23

Table of Contents
Ares Management Corporation
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 and the Consolidated Funds' Level III measurements as of September 30, 2019:
Level III Measurements of the Company
 
Fair Value
 
Valuation Technique(s)
 
Significant Unobservable Input(s)
 
Range
Assets
 
 
 
 
 
 
 
 
Equity securities
 
$
12,397

 
Transaction price(1)
 
N/A
 
N/A
Partnership interests
 
35,192

 
Discounted cash flow
 
Discount rate
 
8.0%
Collateralized loan obligations
 
23,417

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
Other fixed income
 
59,096

 
Other
 
N/A
 
N/A
Total
 
$
130,102

 
 
 
 
 
 

Level III Measurements of the Consolidated Funds
 
Fair Value
 
Valuation Technique(s)
 
Significant Unobservable Input(s)
 
Range
 
Weighted Average
Assets
 
 
 
 
 
 
 
 
 
 
Equity securities
 
 
 
 
 
 
 
 
 
 
 
 
$
719

 
Enterprise value market multiple analysis
 
EBITDA multiple(2)
 
9.0x - 21.0x
 
14.6x
 
 
71,056

 
Other
 
Net income multiple
 
35.7x - 39.0x
 
37.1x
 
 


 

 
Illiquidity discount
 
25.0%
 
25.0%
 
 
43,066

 
Transaction price(1)
 
N/A
 
N/A
 
N/A
Partnership interest
 
299,157

 
Discounted cash flow
 
Discount rate
 
20.7%
 
20.7%
Fixed income securities
 
 
 
 
 
 
 
 
 
 
 
 
210,969

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
 
 
74,191

 
Income approach
 
Yield
 
4.9% - 13.1%
 
9.7%
Derivative instruments
 
236

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
Total assets
 
$
699,394

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
Derivatives instruments
 
$
(2,788
)
 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
Total liabilities
 
$
(2,788
)
 
 
 
 
 
 
 
 
 
(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.
















24

Table of Contents
Ares Management Corporation
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 and the Consolidated Funds' Level III measurements as of December 31, 2018:
Level III Measurements of the Company
 
Fair Value 
 
Valuation Technique(s) 
 
Significant Unobservable Input(s)
 
Range
Assets
 
 
 
 
 
 
 
 
Equity securities
 
$
10,397

 
Transaction price(1)
 
N/A
 
N/A
Partnership interests
 
35,192

 
Discounted cash flow
 
Discount rate
 
8.0%
Collateralized loan obligations
 
20,824

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
Other fixed income
 
40,000

 
Other
 
N/A
 
N/A
Total
 
$
106,413

 
 
 
 
 
 


Level III Measurements of the Consolidated Funds
 
Fair Value 
 
Valuation Technique(s) 
 
Significant Unobservable Input(s) 
 
Range
 
Weighted Average
Assets
 
 
 
 
 
 
 
 
 
 
Equity securities
 
 
 
 
 
 
 
 
 
 
 
 
$
23,871

 
Enterprise value market multiple analysis
 
EBITDA multiple(2)
 
7.2x - 22.9x
 
7.7x
 
 
41,562

 
Other
 
Net income multiple
 
38.8x
 
38.8x
 
 


 
 
 
Illiquidity discount
 
25.0%
 
25.0%
 
 
271,447

 
Discounted cash flow
 
Discount rate
 
20.8%
 
20.8%
 
 
85,319

 
Transaction price(1)
 
N/A
 
N/A
 
N/A
Fixed income securities
 


 
 
 
 
 

 

 
 
441,368

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
 
 
106,590

 
Income approach
 
Yield
 
1.0% - 14.8%
 
9.6%
Derivative instruments
 
1,328

 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
Total assets
 
$
971,485

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
Derivatives instruments
 
$
(648
)
 
Broker quotes and/or 3rd party pricing services
 
N/A
 
N/A
 
N/A
Total liabilities
 
$
(648
)
 
 
 
 
 
 
 
 
 
(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.
(2)
“EBITDA” in the table above is a non-GAAP financial measure and refers to earnings before interest, tax, depreciation and amortization.

The Company has an insurance-related investment in a private fund managed by a third party that is valued using net asset value (“NAV”) per share. The terms and conditions of this fund do not allow for redemptions without certain events or approvals that are outside the Company's control. This investment had a fair value of $1.6 million and $0.8 million as of September 30, 2019 and December 31, 2018, respectively. The Company has no unfunded commitments for this investment.


25

Table of Contents
Ares Management Corporation
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 September 30, 2019 and December 31, 2018:
 
 
As of September 30, 2019
 
As of December 31, 2018
 
 
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
 
$
102,524

 
$
4,201

 
$
5,065

 
$
163

 
$
33,026

 
$
1,066

 
$
27,140

 
$
869

Total derivatives, at fair value(2)
 
$
102,524

 
$
4,201

 
$
5,065

 
$
163

 
$
33,026

 
$
1,066

 
$
27,140

 
$
869

 
 
As of September 30, 2019
 
As of December 31, 2018
 
 
Assets
 
Liabilities
 
Assets 
 
Liabilities 
Consolidated Funds 
 
Notional(1)
 
Fair Value
 
Notional(1)
 
Fair Value
 
Notional(1)
 
Fair Value
 
Notional(1)
 
Fair Value
Foreign exchange contracts
 
$
1,042

 
$
1,042

 
$
1,042

 
$
1,025

 
$
1,881

 
$
1,881

 
$
1,881

 
$
1,864

Asset swap - other
 
2,466

 
236

 
4,668

 
2,788

 
5,226

 
1,328

 
2,605

 
648

Total derivatives, at fair value(3)
 
$
3,508


$
1,278


$
5,710


$
3,813


$
7,107


$
3,209


$
4,486


$
2,512

 
(1)
Represents the total contractual amount of derivative assets and liabilities outstanding.
(2)
As of September 30, 2019 and December 31, 2018, the Company had the right to, but elected not to, offset $0.2 million and $0.9 million of its derivative liabilities, respectively.
(3)
As of September 30, 2019 and December 31, 2018, the Consolidated Funds offset $1.8 million and $5.7 million of their derivative assets and liabilities, respectively.


26

Table of Contents
Ares Management Corporation
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 September 30, 2019
 
As of December 31, 2018
 
Debt Origination Date
 
Maturity
 
Original Borrowing Amount
 
Carrying
Value
 
Interest Rate
 
Carrying
Value
 
Interest Rate
Credit Facility(1)
Revolver
 
3/21/2024
 
N/A

 
$

 
N/A
 
$
235,000

 
4.00%
Senior Notes(2)
10/8/2014
 
10/8/2024
 
$
250,000

 
246,442

 
4.21%
 
245,952

 
4.21%
Total debt obligations
 
 
 
 
 
 
$
246,442

 
 
 
$
480,952

 
 
 
(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. On March 21, 2019, the Company amended the Credit Facility to, among other things, extend the maturity date from February 2022 to March 2024 and to reduce borrowing costs on the drawn and undrawn amounts. As of September 30, 2019, base rate loans bear interest calculated based on the base rate plus 0.25% and the LIBOR rate loans bear interest calculated based on LIBOR plus 1.25%. The unused commitment fee is 0.15% 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.

As of September 30, 2019, 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 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 remaining term of the related obligation.
The following table presents the activity of the Company's debt issuance costs:
 
Credit Facility
 
Senior Notes
Unamortized debt issuance costs as of December 31, 2018
$
4,972

 
$
1,334

Debt issuance costs incurred
1,547

 

Amortization of debt issuance costs
(991
)
 
(174
)
Unamortized debt issuance costs as of September 30, 2019
$
5,528

 
$
1,160



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.






27

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




As of September 30, 2019 and December 31, 2018, the following loan obligations were outstanding and classified as liabilities of the Consolidated CLOs:
 
As of September 30, 2019
 
As of December 31, 2018
 
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)
$
7,225,041

 
$
7,162,677

 
10.99
 
$
6,642,616

 
$
6,391,643

 
10.94
Subordinated notes(2)
393,308

 
245,043

 
11.08
 
455,333

 
286,448

 
11.21
Total loan obligations of Consolidated CLOs
$
7,618,349

 
$
7,407,720

 
 
 
$
7,097,949

 
$
6,678,091

 
 
 
(1)
Original borrowings under the senior secured notes totaled $7.2 billion, with various maturity dates ranging from July 2028 to April 2032. The weighted average interest rate as of September 30, 2019 was 3.06%.
(2)
Original borrowings under the subordinated notes totaled $393.3 million, with various maturity dates ranging from July 2028 to April 2032. 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 and only have recourse to a subsidiary of the Company to the extent the debt is guaranteed by such subsidiary. Credit facilities of the Consolidated Funds are reflected at cost in the Condensed Consolidated Statements of Financial Condition. As of September 30, 2019 and December 31, 2018, the Consolidated Funds were in compliance with all covenants under such credit facilities.

28

Table of Contents
Ares Management Corporation
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 September 30, 2019 and December 31, 2018:
 
 
 
 
 
 
As of September 30, 2019
 
As of December 31, 2018
 
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

 
$
17,550

 
3.69%
 
$
14,953

 
3.98%
 
 
 
12/29/2019(2)
 

 

 
—%
 
43,624

 
1.55%
(3)
 
 
3/7/2020
 
71,500

 
71,500

 
3.47%
 
71,500

 
3.47%
 
 
 
6/30/2021
 
190,785

 
11,818

 
1.00%
(3)
38,844

 
1.00%
(3)
 
 
7/15/2028
 
75,000

 
22,000

 
4.75%
 
39,000

 
4.75%
 
Revolving Term Loan
 
1/31/2022
 
1,900

 
1,335

 
8.07%
 
1,363

 
8.07%
 
Total borrowings of Consolidated Funds
 
 
 
 
 
$
124,203

 
 
 
$
209,284

 
 
 
 
(1)
The fair values of the borrowings approximate the carrying value as the interest rate on the borrowings is a floating rate.
(2)
On August 27, 2019, the facility was terminated at the Consolidated Fund's discretion.
(3)
The effective rate is based on the three month EURIBOR or zero, whichever is higher, plus a spread of 1.00% or 1.55%.

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 September 30, 2019, 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 September 30, 2019 and December 31, 2018, the Company had aggregate unfunded commitments to invest in funds it manages or to support certain strategic initiatives of $303.9 million and $267.6 million, respectively.
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 September 30, 2019 and December 31, 2018, 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 been approximately $405.6 million and $469.0 million, respectively, of which approximately $301.2 million and $351.9 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 September 30, 2019 and December 31, 2018, if the funds were liquidated at their fair values, there would be $0.4 million of repayment obligations for both periods, so the Company recorded a contingent repayment liability as of each respective period that is presented on a gross basis within accrued carried interest within investments and performance related compensation payable on the Company's Condensed Consolidated Statements of Financial Condition.

29

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




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.

Leases

The Company leases office space and certain office equipment. The Company's leases have remaining lease terms of one to 11 years. The tables below present certain supplemental quantitative disclosures regarding the Company's leases as of and for the period ending September 30, 2019:
 
 
Classification
 
As of September 30, 2019
Operating lease assets
 
Right-of-use operating lease assets
 
$
148,170

Finance lease assets
 
Other assets(1)
 
1,231

Total lease assets
 
 
 
$
149,401

 
 
 
 
 
Operating lease liabilities
 
Right-of-use operating lease liabilities
 
$
174,078

Finance lease obligations
 
Accounts payable, accrued expenses and other liabilities
 
1,009

Total lease liabilities
 
 
 
$
175,087

 
(1) Finance lease assets are recorded net of accumulated amortization of $0.5 million as of September 30, 2019.
 
 
Classification
 
Three months ended September 30, 2019
 
Nine months ended September 30, 2019
Operating lease expense
 
General, administrative and other expenses
 
$
7,314

 
$
21,463

Finance lease expense:
 
 
 
 
 
 
Amortization of finance lease assets
 
General, administrative and other expenses
 
89

 
194

Interest on finance lease liabilities
 
Interest expense
 
9

 
30

Total lease expense
 
 
 
$
7,412

 
$
21,687


Maturity of lease liabilities
 
Operating Leases
 
Finance Leases
2019
 
$
8,150

 
$
10

2020
 
30,008

 
358

2021
 
29,132

 
358

2022
 
30,307

 
329

2023
 
26,760

 
3

After 2023
 
74,469

 
2

Total future payments
 
198,826

 
1,060

Less: interest
 
24,748

 
51

Total lease liabilities
 
$
174,078

 
$
1,009



30

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




Lease term and discount rate
 
As of September 30, 2019
Weighted-average remaining lease terms (in years):
 
 
Operating leases
 
6.7

Finance leases
 
2.5

Weighted-average discount rate:
 

Operating leases
 
4.00
%
Finance leases
 
3.44
%
Other information
 
Nine months ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
 
 
Operating cash flows from operating leases
 
$
23,273

Operating cash flows from finance leases
 
54

Financing cash flows from finance leases
 
283

Leased assets obtained in exchange for new finance lease liabilities
 
128

Leased assets obtained in exchange for new operating lease liabilities
 
49,833



9. RELATED PARTY TRANSACTIONS
Substantially all of the Company’s revenue is earned from its affiliates, including management fees, carried interest allocation, incentive fees, principal investment income 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 predominantly due from affiliated funds, are presented separately within investments and other assets, respectively, within the Condensed Consolidated Statements of Financial Condition.
The Company has investment management agreements with Ares Funds that it manages. In accordance with these agreements, these Ares Funds may bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Ares Funds.
The Company also has entered into agreements to be reimbursed for its expenses incurred for providing administrative services to certain 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 generally invest in Ares funds alongside fund investors. Participation is limited by law to individuals who qualify under applicable securities laws. These co-investment vehicles generally do not require these individuals to pay management or performance income.
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.

31

Table of Contents
Ares Management Corporation
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 September 30,
 
As of December 31,
 
2019
 
2018
Due from affiliates:
 
 
 
Management fees receivable from non-consolidated funds
$
184,262

 
$
151,455

Payments made on behalf of and amounts due from non-consolidated funds and employees
61,014

 
47,922

Due from affiliates—Company
$
245,276

 
$
199,377

Amounts due from portfolio companies and non-consolidated funds
$
14,978

 
$
17,609

Due from affiliates—Consolidated Funds
$
14,978

 
$
17,609

Due to affiliates:
 

 
 

Management fee rebate payable to non-consolidated funds
$
2,225

 
$
2,105

Management fees received in advance
4,096

 
5,491

Tax receivable agreement liability
24,927

 
24,927

Undistributed carried interest and incentive fees
18,366

 
31,162

Payments made by non-consolidated funds on behalf of and payable by the Company
7,937

 
18,726

Due to affiliates—Company
$
57,551

 
$
82,411



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, in the second quarter 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 directly incurs 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, the investment advisory and management agreement was amended effective June 6, 2019 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.

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 with the second quarter of 2017 and ended with the third quarter of 2019. ARCC Part I Fees are reported net of the fee waiver. For the three and nine months ended September 30, 2019 and 2018, the Company waived $10.0 million and $30.0 million, respectively.


32

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




10. INCOME TAXES
Effective March 1, 2018, the Company elected to be treated as a corporation for U.S. federal and state income tax purposes (the “Tax Election”). Upon the effectiveness of this election, all earnings are subject to U.S. federal, state and local income taxes and certain of its foreign subsidiaries are 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 share of carried interest and investment income flowed through to investors without being subject to corporate level income taxes. Consequently, the Company did not reflect a provision for income taxes on such income except those for foreign, state and local income taxes incurred at the entity level. Beginning March 1, 2018, the Company's share of unrealized gains and income items became subject to U.S. corporate tax.
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. For the three and nine months ended September 30, 2019, the Company recorded income tax expense of $11.7 million and $35.6 million, respectively. For the three and nine months ended September 30, 2018, the Company recorded income tax expense of $5.1 million and $29.7 million, respectively. In connection with its election to be taxed as a corporation effective March 1, 2018, the Company recorded a significant one-time 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.
The Company’s effective income tax rate is dependent on many factors, including the estimated nature and amounts of income and expenses allocated to the non-controlling interests without being subject to federal, state and local income taxes at the corporate level. Additionally, the Company’s effective tax rate is influenced by the amount of income tax provision recorded for any affiliated funds and co-investment entities that are consolidated in the Company's condensed consolidated financial statements. For the three and nine months ended September 30, 2019, the Company recorded its interim income tax provision utilizing the estimated annual effective tax rate. In 2018, the Company utilized the discrete effective tax rate method to calculate its interim income tax provision since the conversion to a U.S. corporation for tax purposes occurred in an interim period.
The income tax effects of temporary differences give rise to significant portions of deferred tax assets and liabilities, which are presented on a net basis. As of September 30, 2019 and December 31, 2018, the Company recorded a net deferred tax asset of $39.2 million and $42.1 million, respectively, within other assets in the Condensed Consolidated Statements of Financial Condition.
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 U.S. federal, state, local and foreign tax authorities. With limited exceptions, the Company is no longer subject to income tax audits by taxing authorities for any years prior to 2015. 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 SHARE
Basic earnings per share of Class A common stock is computed by using the two-class method. Diluted earnings per share of Class A common stock is computed using the more dilutive method of either the two-class method or the treasury stock method. For the three and nine months ended September 30, 2019, the treasury stock method was the more dilutive method. For the three and nine months ended September 30, 2018, the two-class method was the more dilutive method.

The computation of diluted earnings per share for the three and nine months ended September 30, 2019 and 2018 excludes the following options, restricted units and AOG Units, as their effect would have been anti-dilutive:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Options
9,132,017

 
19,102,583

 
10,085,774

 
19,345,651

Restricted units
7,922,322

 
15,635,997

 
9,504,741

 
15,874,847

AOG Units
116,707,849

 
119,822,657

 
116,844,099

 
122,732,149



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




The following table presents the computation of basic and diluted earnings per share:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Net income attributable to Ares Management Corporation Class A common stockholders
$
27,906

 
$
10,485

 
$
94,144

 
$
28,808

Distributions on participating unvested restricted units
(1,927
)
 
(1,567
)
 
(5,630
)
 
(5,667
)
Net income available to Class A common stockholders
$
25,979

 
$
8,918

 
$
88,514

 
$
23,141

Basic weighted-average shares of Class A common stock
108,481,929


98,706,419


105,546,219


94,168,582

Basic earnings per share of Class A common stock
$
0.24

 
$
0.09

 
$
0.84

 
$
0.25

Net income attributable to Ares Management Corporation Class A common stockholders
$
27,906

 
$
10,485

 
$
94,144

 
$
28,808

Distributions on unvested restricted units

 
(1,567
)
 

 
(5,667
)
Net income available to Class A common stockholders
$
27,906

 
$
8,918

 
$
94,144

 
$
23,141

Effect of dilutive shares:
 
 
 
 
 
 
 
Restricted units
8,722,690

 

 
7,140,271

 

Options
4,685,403

 

 
3,731,646

 

Diluted weighted-average shares of Class A common stock
121,890,022


98,706,419


116,418,136


94,168,582

Diluted earnings per share of Class A common stock
$
0.23

 
$
0.09

 
$
0.81

 
$
0.25

Dividends declared and paid per Class A common stock
$
0.32


$
0.28


$
0.96


$
1.05


12. EQUITY COMPENSATION
Equity Incentive Plan
In 2014, the Company adopted the 2014 Equity Incentive Plan, as amended and restated on March 1, 2018 and as further amended and restated effective November 26, 2018 (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, 2019, the total number of shares available for issuance under the Equity Incentive Plan reset to 32,792,005 shares, and as of September 30, 201929,232,054 shares remain available for issuance.
Generally, unvested phantom shares, 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
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Restricted units
$
21,430

 
$
19,251

 
$
66,226

 
$
55,798

Restricted units with a market condition
911

 
614

 
2,702

 
614

Options
52

 
3,660

 
4,310

 
9,953

Phantom shares

 
415

 
736

 
1,169

Equity-based compensation expense
$
22,393

 
$
23,940

 
$
73,974

 
$
67,534



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




Restricted Units
Each restricted unit represents an unfunded, unsecured right of the holder to receive a share of the Company's Class A common stock on a specific date. The restricted units generally vest and are settled in shares of Class A common stock 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, (iii) at a rate of one quarter per year, beginning on either the first or second anniversary of the grant date or the holder's employment commencement date, or (iv) at a rate of one third per year, beginning on the first anniversary of the grant date in each case generally subject to the holder’s continued employment as of the applicable vesting date (subject to accelerated vesting upon certain qualifying terminations of employment). 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 other than the market condition awards described below generally have the right to receive as current compensation an amount in cash equal to (i) the amount of any dividend paid with respect to a share of Class A common stock multiplied by (ii) the number of restricted units held at the time such dividends are declared (“Dividend Equivalent”). During the nine months ended September 30, 2019, the Company declared dividends of $0.32, $0.32 and $0.32 per share to Class A common stockholders at the close of business on March 15, 2019, June 14, 2019 and September 16, 2019, respectively. For the three and nine months ended September 30, 2019, Dividend Equivalents were made to the holders of restricted units in the aggregate amount of $5.3 million and $16.1 million, respectively, which are presented as dividends within the Condensed Consolidated Statements of Changes in Equity. When 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 nine months ended September 30, 2019:
 
Restricted Units
 
Weighted Average
Grant Date Fair
Value Per Unit
Balance - January 1, 2019
16,255,475

 
$
19.21

Granted
4,202,622

 
20.61

Vested
(3,579,050
)
 
17.95

Forfeited
(234,035
)
 
19.33

Balance - September 30, 2019
16,645,012

 
$
19.83


The total compensation expense expected to be recognized in all future periods associated with the restricted units is approximately $216.2 million as of September 30, 2019 and is expected to be recognized over the remaining weighted average period of 2.93 years.
Restricted Unit Awards with a Market Condition
The following table presents the unvested market condition awards' activity during the nine months ended September 30, 2019:
 
Market Condition Awards Units
 
Weighted Average
Grant Date Fair
Value Per Unit
Balance - January 1, 2019
1,333,334

 
$
9.30

Granted

 

Vested

 

Forfeited

 

Balance - September 30, 2019
1,333,334

 
$
9.30



The total compensation expense expected to be recognized in all future periods associated with the market condition awards is approximately $8.2 million as of September 30, 2019 and is expected to be recognized over the remaining weighted average period of 2.43 years.

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Ares Management Corporation
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 nine months ended September 30, 2019 is presented below:
 
Options
 
Weighted Average Exercise Price
 
Weighted Average
Remaining Life
(in years)
 
Aggregate Intrinsic Value
Balance - January 1, 2019
18,741,504

 
$
18.99

 
4.88

 
$

Exercised
(4,515,448
)
 
19.00

 

 

Expired
(366,366
)
 
19.00

 

 

Forfeited
(42,270
)
 
19.00

 

 

Balance - September 30, 2019
13,817,420

 
$
18.99

 
4.50

 
$
108,079

Exercisable at September 30, 2019
13,707,603

 
$
18.99

 
4.49

 
$
107,167


Net cash proceeds from exercises of stock options were $83.1 million for the nine months ended September 30, 2019. The Company realized tax benefits of approximately $3.6 million from those exercises.
Phantom Shares
A summary of unvested phantom shares' activity during the nine months ended September 30, 2019 is presented below:
 
 
Phantom Shares
 
Weighted Average
Grant Date Fair
Value Per Share
Balance - January 1, 2019
 
66,287

 
$
19.00

Vested
 
(61,502
)
 
19.00

Forfeited
 
(4,785
)
 
19.00

Balance - September 30, 2019
 

 
$


During the nine months ended September 30, 2019 the Company paid $1.5 million to settle vested phantom shares.

13. EQUITY
Common Stock

The Company completed its conversion from a Delaware limited partnership to a Delaware corporation (the "Conversion") effective on November 26, 2018. Prior to the Conversion, common shares represented limited partnership interests in the Company. The holders of common shares were entitled to participate pro rata in distributions from the Company and to exercise the rights or privileges that were available to common shareholders under the Company’s limited partnership agreement. The common shareholders had limited voting rights and had 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.     
Since the Conversion on November 26, 2018, the Company's common stock consists of Class A, Class B and Class C common stock. As a result of the Conversion on November 26, 2018, (i) each outstanding common share representing limited partner interests in the Company before the Conversion converted into one issued and outstanding, fully paid and nonassessable share of Class A common stock, $0.01 par value per share, of the Company, (ii) the general partner share of the Company before the Conversion converted into 1,000 issued and outstanding, fully paid and nonassessable shares of Class B common stock, $0.01 par value per share, of the Company and (iii) the special voting share of the Company before the Conversion converted into one issued and outstanding, fully paid and nonassessable share, of Class C common stock, $0.01 par value per share, of the Company.

The Class B common stock and Class C common stock are non-economic and holders are not entitled to (i) dividends from the Company or (ii) receive any assets of the Company in the event of any dissolution, liquidation or winding up of the Company. Ares Management GP LLC is the sole holder of the Class B common stock and Ares Voting LLC is the sole holder of the Class C common stock.

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





In February 2019, the Company's board of directors authorized the repurchase of up to $150 million of shares of Class
A common stock. Under this stock repurchase program, shares may be repurchased from time to time in open market purchases,
privately negotiated transactions or otherwise, including in reliance on Rule 10b5-1 of the Securities Act. The program is scheduled to expire in February 2020. Repurchases under the program, if any, will depend on the prevailing market conditions and other factors. During the three months ended September 30, 2019, the Company did not repurchase any shares as part of the stock repurchase program. During the nine months ended September 30, 2019, the Company repurchased 0.4 million shares at a total cost of $10.4 million. As of September 30, 2019, the amount remaining available for repurchases under the program was $139.6 million.

On September 20, 2019, the Company sold 7,000,000 shares of its Class A common stock in an underwritten public offering (the "Offering") from which it received $207.3 million in gross proceeds. The Company incurred approximately $0.6 million of expenses in connection with the Offering. The expenses have been recorded as a reduction in the proceeds received and are presented on a net basis together with contributions in additional paid-in-capital within the Condensed Consolidated Statements of Changes in Equity.
The following table presents the changes in each class of common stock for the nine months ended September 30, 2019:
 
Class A Common Stock
 
Class B Common Stock
 
Class C Common Stock
 
Total
Balance - January 1, 2019
101,594,095

 
1,000

 
1

 
101,595,096

Issuance of stock
7,000,000

 

 

 
7,000,000

Exchanges of AOG Units
97,493

 

 

 
97,493

Stock option exercises
4,422,644

 

 

 
4,422,644

Repurchases of stock
(400,000
)
 

 

 
(400,000
)
Vesting of restricted stock awards
2,005,536

 

 

 
2,005,536

Balance Outstanding - September 30, 2019
114,719,768

 
1,000

 
1

 
114,720,769


The following table presents each partner's AOG Units and corresponding ownership interest in each of the Ares Operating Group entities as of September 30, 2019 and December 31, 2018, as well as its daily average ownership of AOG Units in each of the Ares Operating Group entities for the three and nine months ended September 30, 2019 and 2018.

 
 
 
 
 
 
 
 
 
 
Daily Average Ownership
 
 
As of September 30, 2019
 
As of December 31, 2018
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
AOG Units
 
Direct Ownership Interest
 
AOG Units
 
Direct Ownership Interest
 
2019
 
2018
 
2019
 
2018
Ares Management Corporation
 
114,719,768

 
49.57
%
 
101,594,095

 
46.47
%
 
48.17
%
 
45.17
%
 
47.46
%
 
43.42
%
Ares Owners Holding L.P.
 
116,707,849

 
50.43
%
 
117,019,274

 
53.53
%
 
51.83
%
 
53.67
%
 
52.54
%
 
54.14
%
Affiliate of Alleghany Corporation
 

 
%
 

 
%
 
%
 
1.16
%
 
%
 
2.44
%
Total
 
231,427,617

 
100.00
%
 
218,613,369

 
100.00
%
 
 
 
 
 
 
 
 




37

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




Preferred Stock
In connection with the Conversion on November 26, 2018, each 7.00% Series A preferred share of the Company before the Conversion was converted into one share of 7.00% Series A Preferred Stock, $0.01 par value per share of the Company. As of September 30, 2019 and December 31, 2018, the Company had 12,400,000 shares of the Series A Preferred Stock outstanding. When, as and if declared by the Company’s board of directors, dividends on the Series A Preferred Stock are payable quarterly at a rate per annum equal to 7.00%. The Series A Preferred Stock 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 per share of $25.00.
    
14. SEGMENT REPORTING
The Company operates through its three distinct operating segments. During the nine months ended September 30, 2019, the Company reclassified certain expenses from OMG to its operating segments. The Company has modified historical results to conform with its current 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 $106.3 billion of AUM and 173 funds as of September 30, 2019. The Credit Group offers a range of credit strategies across the liquid and illiquid spectrum, including syndicated loans, high yield bonds, credit opportunities, alternative 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 borrowers. 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 alternative credit strategy seeks investment opportunities that fall outside of traditional, well-defined markets such as corporate debt, real estate and private equity. Alternative credit investments include certain structural features designed to protect value and minimize loss such as asset security, seniority, covenants, and cash flow prioritization. These investments include asset-backed securities, specialty assets, real assets, and structured credit. 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 September 30, 2019, by both market capitalization and total assets. 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. 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.
Private Equity Group:  The Company’s Private Equity Group has approximately $25.5 billion of AUM as of September 30, 2019, broadly categorizing its investment strategies as corporate private equity, infrastructure and power, special opportunities and energy opportunities. As of September 30, 2019 the group managed five corporate private equity commingled funds focused on North America and Europe and three focused on greater China, five commingled funds and six related co-investment vehicles focused on infrastructure and power, three commingled special opportunities funds and the Company's first energy opportunities fund. In its North American and European flexible capital corporate private equity 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 infrastructure and power strategy targets infrastructure-related assets across the power generation, transmission, midstream sectors and renewables seeking attractive risk-adjusted equity returns with current cash flow and capital appreciation. The special opportunities 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. The energy opportunities strategy targets investments in the energy industry where its flexible capital can provide attractive risk-adjusted returns while mitigating commodity risk.

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




Real Estate Group:  The Company’s Real Estate Group manages comprehensive equity and debt strategies, with approximately $12.5 billion of AUM across 46 funds as of September 30, 2019. 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 REIT, ACRE. 
The Company has an OMG that consists of 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, strategy and relationship management, 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.
Segment Profit Measures: These measures supplement and should be considered in addition to, and not in lieu of, the Condensed Consolidated Statements of Operations prepared in accordance with GAAP.
Fee related earnings (“FRE”) 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 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.
Realized income (“RI”) 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 the 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 the Company believes are not indicative of 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 from RI but are amortized to match the period over which management fees are recognized. 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.




39

Table of Contents
Ares Management Corporation
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 September 30, 2019:
 
Credit Group
 
Private Equity Group
 
Real
Estate Group
 
Total
Segments
 
OMG
 
Total
Management fees (Credit Group includes ARCC Part I Fees of $38,786)
$
178,447

 
$
54,543

 
$
26,988

 
$
259,978

 
$

 
$
259,978

Other fees
5,174

 
141

 
28

 
5,343

 

 
5,343

Compensation and benefits
(67,770
)
 
(19,226
)
 
(14,523
)
 
(101,519
)
 
(34,061
)
 
(135,580
)
General, administrative and other expenses
(12,789
)
 
(5,532
)
 
(3,341
)
 
(21,662
)
 
(21,405
)
 
(43,067
)
Fee related earnings
103,062


29,926


9,152

 
142,140

 
(55,466
)
 
86,674

Performance income—realized
1,037

 

 
6,277

 
7,314

 

 
7,314

Performance related compensation—realized
(630
)
 

 
(1,412
)
 
(2,042
)
 

 
(2,042
)
Realized net performance income
407

 

 
4,865

 
5,272

 

 
5,272

Investment income—realized
114

 
47

 
2,015

 
2,176

 

 
2,176

Interest and other investment income (expense) —realized
6,964

 
435

 
1,588

 
8,987

 
(11
)
 
8,976

Interest expense
(1,561
)
 
(1,628
)
 
(967
)
 
(4,156
)
 
(535
)
 
(4,691
)
Realized net investment income (loss)
5,517

 
(1,146
)
 
2,636

 
7,007

 
(546
)
 
6,461

Realized income
$
108,986

 
$
28,780

 
$
16,653

 
$
154,419

 
$
(56,012
)
 
$
98,407

The following table presents the financial results for the Company’s operating segments, as well as the OMG, for the three months ended September 30, 2018:
 
Credit Group
 
Private Equity Group
 
Real
Estate Group
 
Total
Segments
 
OMG
 
Total
Management fees (Credit Group includes ARCC Part I Fees of $33,377)
$
145,414

 
$
48,287

 
$
19,961

 
$
213,662

 
$

 
$
213,662

Other fees
3,656

 
206

 
10

 
3,872

 

 
3,872

Compensation and benefits
(55,239
)
 
(17,443
)
 
(10,733
)
 
(83,415
)
 
(31,957
)
 
(115,372
)
General, administrative and other expenses
(10,921
)
 
(5,866
)
 
(2,856
)
 
(19,643
)
 
(18,102
)
 
(37,745
)
Fee related earnings
82,910

 
25,184

 
6,382

 
114,476

 
(50,059
)
 
64,417

Performance income—realized
1,729

 
52,729

 
17,110

 
71,568

 

 
71,568

Performance related compensation—realized
(1,113
)
 
(42,045
)
 
(16,865
)
 
(60,023
)
 

 
(60,023
)
Realized net performance income
616

 
10,684

 
245

 
11,545

 

 
11,545

Investment income—realized
1,063

 
8,104

 
6,846

 
16,013

 
22

 
16,035

Interest and other investment income—realized
1,604

 
1,032

 
486

 
3,122

 
442

 
3,564

Interest expense
(1,527
)
 
(1,577
)
 
(417
)
 
(3,521
)
 
(622
)
 
(4,143
)
Realized net investment income (loss)
1,140

 
7,559

 
6,915

 
15,614

 
(158
)
 
15,456

Realized income
$
84,666

 
$
43,427

 
$
13,542

 
$
141,635

 
$
(50,217
)
 
$
91,418





40

Table of Contents
Ares Management Corporation
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 nine months ended September 30, 2019:
 
Credit Group
 
Private Equity Group
 
Real
Estate Group
 
Total
Segments
 
OMG
 
Total
Management fees (Credit Group includes ARCC Part I Fees of $116,336)
$
513,760

 
$
158,101

 
$
67,408

 
$
739,269

 
$

 
$
739,269

Other fees
12,179

 
141

 
709

 
13,029

 

 
13,029

Compensation and benefits
(193,083
)
 
(61,713
)
 
(35,735
)
 
(290,531
)
 
(100,716
)
 
(391,247
)
General, administrative and other expenses
(39,675
)
 
(14,501
)
 
(9,996
)
 
(64,172
)
 
(61,911
)
 
(126,083
)
Fee related earnings
293,181

 
82,028

 
22,386

 
397,595

 
(162,627
)
 
234,968

Performance income—realized
38,921

 
62,492

 
10,468

 
111,881

 

 
111,881

Performance related compensation—realized
(22,857
)
 
(49,993
)
 
(3,638
)
 
(76,488
)
 

 
(76,488
)
Realized net performance income
16,064

 
12,499

 
6,830

 
35,393

 

 
35,393

Investment income—realized
662

 
12,013

 
7,041

 
19,716

 

 
19,716

Interest and other investment income (expense) —realized
14,500

 
4,047

 
4,812

 
23,359

 
(13
)
 
23,346

Interest expense
(5,368
)
 
(6,239
)
 
(3,136
)
 
(14,743
)
 
(1,330
)
 
(16,073
)
Realized net investment income (loss)
9,794

 
9,821

 
8,717

 
28,332

 
(1,343
)
 
26,989

Realized income
$
319,039

 
$
104,348

 
$
37,933

 
$
461,320

 
$
(163,970
)
 
$
297,350

The following table presents the financial results for the Company’s operating segments, as well as the OMG, for the nine months ended September 30, 2018:
 
Credit Group
 
Private Equity Group
 
Real
Estate Group
 
Total
Segments
 
OMG
 
Total
Management fees (Credit Group includes ARCC Part I Fees of $91,660)
$
413,028

 
$
147,492

 
$
52,272

 
$
612,792

 
$

 
$
612,792

Other fees
16,263

 
883

 
20

 
17,166

 

 
17,166

Compensation and benefits
(158,204
)
 
(55,314
)
 
(27,140
)
 
(240,658
)
 
(92,829
)
 
(333,487
)
General, administrative and other expenses
(32,069
)
 
(14,082
)
 
(7,679
)
 
(53,830
)
 
(55,729
)
 
(109,559
)
Fee related earnings
239,018

 
78,979

 
17,473

 
335,470

 
(148,558
)
 
186,912

Performance income—realized
48,472

 
137,542

 
31,269

 
217,283

 

 
217,283

Performance related compensation—realized
(27,778
)
 
(109,916
)
 
(25,079
)
 
(162,773
)
 

 
(162,773
)
Realized net performance income
20,694

 
27,626

 
6,190

 
54,510

 

 
54,510

Investment income—realized
2,429

 
17,791

 
9,946

 
30,166

 
1,658

 
31,824

Interest and other investment income—realized
7,828

 
4,011

 
1,370

 
13,209

 
2,178

 
15,387

Interest expense
(9,796
)
 
(4,245
)
 
(1,289
)
 
(15,330
)
 
(1,758
)
 
(17,088
)
Realized net investment income
461

 
17,557

 
10,027

 
28,045

 
2,078

 
30,123

Realized income
$
260,173

 
$
124,162

 
$
33,690

 
$
418,025

 
$
(146,480
)
 
$
271,545









41

Table of Contents
Ares Management Corporation
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 realized net investment income:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Segment revenues
 
 
 
 
 
 
 
Management fees (includes ARCC Part I Fees of $38,786, $116,336 and $33,377, $91,660 for the three and nine months ended September 30, 2019 and 2018, respectively)
$
259,978

 
$
213,662

 
$
739,269

 
$
612,792

Other fees
5,343

 
3,872

 
13,029

 
17,166

Performance income—realized
7,314

 
71,568

 
111,881

 
217,283

Total segment revenues
$
272,635

 
$
289,102

 
$
864,179

 
$
847,241

Segment expenses
 
 
 
 
 
 
 
Compensation and benefits
$
101,519

 
$
83,415

 
$
290,531

 
$
240,658

General, administrative and other expenses
21,662

 
19,643

 
64,172

 
53,830

Performance related compensation—realized
2,042

 
60,023

 
76,488

 
162,773

Total segment expenses
$
125,223

 
$
163,081

 
$
431,191

 
$
457,261

Segment realized net investment income
 
 
 
 
 
 
 
Investment income—realized
$
2,176

 
$
16,013

 
$
19,716

 
$
30,166

Interest and other investment income- realized
8,987

 
3,122

 
23,359

 
13,209

Interest expense
(4,156
)
 
(3,521
)
 
(14,743
)
 
(15,330
)
Total segment realized net investment income
$
7,007

 
$
15,614

 
$
28,332

 
$
28,045



The following table reconciles the Company's consolidated revenues to segment revenue:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Total consolidated revenue
$
466,490

 
$
240,777

 
$
1,328,509

 
$
711,029

Performance (income) loss-unrealized
(181,174
)
 
37,999

 
(426,411
)
 
127,224

Management fees of Consolidated Funds eliminated in consolidation
8,780

 
9,138

 
25,928

 
24,721

Incentive fees of Consolidated Funds eliminated in consolidation

 

 
5,184

 
4,000

Principal investment (income) loss of Consolidated Funds eliminated in consolidation
2,476

 
(422
)
 
(656
)
 
10,228

Administrative fees(1)
(9,649
)
 
(7,084
)
 
(22,853
)
 
(20,266
)
Performance income (loss) reclass(2)
(27
)
 
795

 
553

 
(211
)
Principal investment (income) loss
(13,865
)
 
7,886

 
(45,336
)
 
(9,544
)
Net (revenue) expense of non-controlling interests in consolidated subsidiaries
(396
)
 
13

 
(739
)
 
60

Total consolidation adjustments and reconciling items
(193,855
)
 
48,325

 
(464,330
)
 
136,212

Total segment revenue
$
272,635

 
$
289,102

 
$
864,179

 
$
847,241

 
(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 net realized and unrealized gains (losses) on investments in the Company’s Condensed Consolidated Statements of Operations.



42

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




The following table reconciles the Company's consolidated expenses to segment expenses:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Total consolidated expenses
$
395,701

 
$
227,188

 
$
1,100,509

 
$
654,488

Performance related compensation-unrealized
(137,174
)
 
42,417

 
(311,936
)
 
132,294

Expenses of Consolidated Funds added in consolidation
(19,664
)
 
(21,971
)
 
(61,977
)
 
(77,982
)
Expenses of Consolidated Funds eliminated in consolidation
8,780

 
9,138

 
31,112

 
28,721

Administrative fees(1)
(9,649
)
 
(7,084
)
 
(22,853
)
 
(20,266
)
OMG expenses
(55,466
)
 
(50,059
)
 
(162,627
)
 
(148,558
)
Acquisition and merger-related expense
(4,777
)
 
(253
)
 
(10,757
)
 
19

Equity compensation expense
(22,393
)
 
(23,940
)
 
(73,974
)
 
(67,534
)
Unamortized placement fees
(4,366
)
 
(6,194
)
 
(17,319
)
 
(9,710
)
Depreciation and amortization expense(2)
(24,564
)
 
(5,347
)
 
(35,609
)
 
(20,234
)
Other expense(3)

 

 

 
(11,836
)
Expense of non-controlling interests in consolidated subsidiaries
(1,205
)
 
(814
)
 
(3,378
)
 
(2,141
)
Total consolidation adjustments and reconciling items
(270,478
)
 
(64,107
)
 
(669,318
)
 
(197,227
)
Total segment expenses
$
125,223

 
$
163,081

 
$
431,191

 
$
457,261

 
(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)
2019 period includes a $20.0 million non-cash impairment charge on certain intangible assets
(3)
2018 period 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 the Company's consolidated other income to segment realized net investment income:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Total consolidated other income
$
32,787

 
$
38,754

 
$
95,919

 
$
108,920

Investment (income) loss - unrealized
(4,138
)
 
26,121

 
(12,703
)
 
30,390

Interest and other investment (income) loss - unrealized
3,044

 
(765
)
 
3,394

 
531

Other expense from Consolidated Funds added in consolidation, net
(37,070
)
 
(34,645
)
 
(101,285
)
 
(111,090
)
Other income from Consolidated Funds eliminated in consolidation, net
(1,124
)
 
(86
)
 
(1,214
)
 
(620
)
OMG other (income) expense
87

 
(5,079
)
 
(71
)
 
(11,546
)
Performance (income) loss reclass(1)
27

 
(795
)
 
(553
)
 
211

Principal investment income (loss)
13,865

 
(7,886
)
 
45,336

 
9,544

Other (income) expense, net
(461
)
 
3

 
(460
)
 
1,728

Other income of non-controlling interests in consolidated subsidiaries
(10
)
 
(8
)
 
(31
)
 
(23
)
Total consolidation adjustments and reconciling items
(25,780
)
 
(23,140
)
 
(67,587
)
 
(80,875
)
Total segment realized net investment income
$
7,007

 
$
15,614

 
$
28,332

 
$
28,045

 
(1)
Related to performance income for AREA Sponsor Holdings LLC. Changes in value of this investment are reflected within net realized and unrealized gains (losses) on investments in the Company’s Condensed Consolidated Statements of Operations.




43

Table of Contents
Ares Management Corporation
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 RI and FRE:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Income before taxes
$
103,576

 
$
52,343

 
$
323,919

 
$
165,461

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization expense(1)
24,564

 
5,347

 
35,609

 
20,234

Equity compensation expense
22,393

 
23,940

 
73,974

 
67,534

Acquisition and merger-related expense
4,777

 
253

 
10,757

 
(19
)
Unamortized placement fees
4,366

 
6,194

 
17,319

 
9,710

OMG expense, net
55,553

 
44,980

 
162,556

 
137,012

Other (income) expense, net(2)
(461
)
 
3

 
(460
)
 
13,564

Net expense of non-controlling interests in consolidated subsidiaries
799

 
819

 
2,608

 
2,178

Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations
(16,054
)
 
(13,182
)
 
(41,178
)
 
(23,500
)
Total performance (income) loss - unrealized
(181,174
)
 
37,999

 
(426,411
)
 
127,224

Total performance related compensation - unrealized
137,174

 
(42,417
)
 
311,936

 
(132,294
)
Total investment (income) loss - unrealized
(1,094
)
 
25,356

 
(9,309
)
 
30,921

Realized income
154,419

 
141,635

 
461,320

 
418,025

Total performance income - realized
(7,314
)
 
(71,568
)
 
(111,881
)
 
(217,283
)
Total performance related compensation - realized
2,042

 
60,023

 
76,488

 
162,773

Total investment income - realized
(7,007
)
 
(15,614
)
 
(28,332
)
 
(28,045
)
Fee related earnings
$
142,140

 
$
114,476


$
397,595

 
$
335,470

 

(1)
2019 period includes a $20.0 million non-cash impairment charge on certain intangible assets
(2)
2018 period 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.

44

Table of Contents
Ares Management Corporation
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 fair value and represent 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 in consolidated and non-consolidated VIEs, as presented in the Condensed Consolidated Statements of Financial Condition, and its respective maximum exposure to loss relating to non-consolidated VIEs are as follows:
 
As of September 30,
 
As of December 31,
 
2019
 
2018
Maximum exposure to loss attributable to the Company's investment in non-consolidated VIEs
$
270,980

 
$
222,477

Maximum exposure to loss attributable to the Company's investment in consolidated VIEs
196,198

 
186,455

Assets of consolidated VIEs
8,974,941

 
8,141,280

Liabilities of consolidated VIEs
8,160,607

 
7,479,383

 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Net income attributable to non-controlling interests related to consolidated VIEs
$
15,908

 
$
13,169

 
$
41,878

 
$
23,418




45

Table of Contents
Ares Management Corporation
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 September 30, 2019 and December 31, 2018 and results from operations for the three and nine months ended September 30, 2019 and 2018.  
 
As of September 30, 2019
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations 
 
Consolidated 
Assets
 

 
 

 
 

 
 

Cash and cash equivalents
$
152,203

 
$

 
$

 
$
152,203

Investments (includes $1,250,191 of accrued carried interest)
1,976,062

 

 
(196,198
)
 
1,779,864

Due from affiliates
254,005

 

 
(8,729
)
 
245,276

Other assets
296,302

 

 

 
296,302

Right-of-use operating lease assets
148,170

 

 

 
148,170

Assets of Consolidated Funds
 

 
 

 
 

 


Cash and cash equivalents

 
575,621

 

 
575,621

Investments, at fair value

 
8,271,481

 

 
8,271,481

Due from affiliates

 
14,978

 

 
14,978

Receivable for securities sold

 
85,701

 

 
85,701

Other assets

 
27,160

 

 
27,160

Total assets
$
2,826,742

 
$
8,974,941

 
$
(204,927
)
 
$
11,596,756

Liabilities
 

 
 

 
 

 
 

Accounts payable, accrued expenses and other liabilities
$
71,077

 
$

 
$

 
$
71,077

Accrued compensation
168,539

 

 

 
168,539

Due to affiliates
57,551

 

 

 
57,551

Performance related compensation payable
905,949

 

 

 
905,949

Debt obligations
246,442

 

 

 
246,442

Right-of-use operating lease liabilities
174,078

 

 

 
174,078

Liabilities of Consolidated Funds
 

 
 

 
 

 


Accounts payable, accrued expenses and other liabilities

 
83,698

 

 
83,698

Due to affiliates

 
8,729

 
(8,729
)
 

Payable for securities purchased

 
514,717

 

 
514,717

CLO loan obligations, at fair value

 
7,429,260

 
(21,540
)
 
7,407,720

Fund borrowings

 
124,203

 

 
124,203

Total liabilities
1,623,636

 
8,160,607

 
(30,269
)
 
9,753,974

Commitments and contingencies


 


 


 


Non-controlling interest in Consolidated Funds

 
814,334

 
(174,658
)
 
639,676

Non-controlling interest in Ares Operating Group entities
450,985

 

 

 
450,985

Stockholders' Equity
 
 
 
 
 
 
 
Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (12,400,000 shares issued and outstanding)
298,761

 

 

 
298,761

Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (114,719,768 shares issued and outstanding)
1,147

 

 

 
1,147

Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding)

 

 

 

Class C common stock, $0.01 par value, 499,999,000 shares authorized (1 share issued and outstanding)

 

 

 

Additional paid-in-capital
507,531

 

 

 
507,531

Retained earnings
(44,308
)
 

 

 
(44,308
)
Accumulated other comprehensive loss, net of tax
(11,010
)
 

 

 
(11,010
)
       Total stockholders' equity
752,121

 

 

 
752,121

       Total equity
1,203,106


814,334


(174,658
)

1,842,782

       Total liabilities, non-controlling interests and equity
$
2,826,742


$
8,974,941


$
(204,927
)

$
11,596,756


46

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




 
As of December 31, 2018
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations
 
Consolidated 
Assets
 
 
 

 
 

 
 

Cash and cash equivalents
$
110,247

 
$

 
$

 
$
110,247

Investments (includes $841,079 of accrued carried interest)
1,512,592

 

 
(186,455
)
 
1,326,137

Due from affiliates
207,924

 

 
(8,547
)
 
199,377

Other assets
377,651

 

 

 
377,651

Assets of Consolidated Funds
 

 
 

 
 

 


Cash and cash equivalents

 
384,644

 

 
384,644

Investments, at fair value

 
7,673,165

 

 
7,673,165

Due from affiliates

 
17,609

 

 
17,609

Receivable for securities sold

 
42,076

 

 
42,076

Other assets

 
23,786

 

 
23,786

Total assets
$
2,208,414


$
8,141,280


$
(195,002
)

$
10,154,692

Liabilities
 
 
 

 
 

 
 

Accounts payable, accrued expenses and other liabilities
$
83,221

 
$

 
$

 
$
83,221

Accrued compensation
29,389

 

 

 
29,389

Due to affiliates
82,411

 

 

 
82,411

Performance related compensation payable
641,737

 

 

 
641,737

Debt obligations
480,952

 

 

 
480,952

Liabilities of Consolidated Funds
 
 
 

 
 

 


Accounts payable, accrued expenses and other liabilities

 
83,876

 

 
83,876

Due to affiliates

 
8,547

 
(8,547
)
 

Payable for securities purchased

 
471,390

 

 
471,390

CLO loan obligations

 
6,706,286

 
(28,195
)
 
6,678,091

Fund borrowings

 
209,284

 

 
209,284

Total liabilities
1,317,710


7,479,383


(36,742
)

8,760,351

Commitments and contingencies


 


 


 


Non-controlling interest in Consolidated Funds

 
661,897

 
(158,260
)
 
503,637

Non-controlling interest in Ares Operating Group entities
302,780

 

 

 
302,780

Stockholders' Equity
 
 
 
 
 
 
 
Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (12,400,000 units issued and outstanding)
298,761

 

 

 
298,761

Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (101,594,095 shares issued and outstanding)
1,016

 

 

 
1,016

Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding)

 

 

 

Class C common stock, $0.01 par value, 499,999,000 shares authorized (1 share issued and outstanding)

 

 

 

Additional paid-in-capital
326,007

 

 

 
326,007

Retained earnings
(29,336
)
 

 

 
(29,336
)
   Accumulated other comprehensive loss, net of taxes
(8,524
)
 

 

 
(8,524
)
       Total stockholders' equity
587,924

 

 

 
587,924

       Total equity
890,704

 
661,897

 
(158,260
)
 
1,394,341

       Total liabilities, non-controlling interests and equity
$
2,208,414

 
$
8,141,280

 
$
(195,002
)
 
$
10,154,692



 

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




 
For the Three Months Ended September 30, 2019
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations 
 
Consolidated 
Revenues
 

 
 

 
 

 
 

Management fees (includes ARCC Part I Fees of $38,786)
$
260,371

 
$

 
$
(8,780
)
 
$
251,591

Carried interest allocation
186,803

 

 

 
186,803

Incentive fees
1,712

 

 

 
1,712

Principal investment income
13,865

 

 
(2,476
)
 
11,389

Administrative, transaction and other fees
14,995

 

 

 
14,995

Total revenues
477,746




(11,256
)

466,490

Expenses
 

 
 

 
 

 
 
Compensation and benefits
166,216

 

 

 
166,216

Performance related compensation
139,216

 

 

 
139,216

General, administrative and other expense
79,385

 

 

 
79,385

Expenses of the Consolidated Funds

 
19,664

 
(8,780
)
 
10,884

Total expenses
384,817


19,664


(8,780
)

395,701

Other income (expense)
 

 
 

 
 

 
 
Net realized and unrealized gains (losses) on investments
(522
)
 

 
2,044

 
1,522

Interest and dividend income
2,800

 

 
(770
)
 
2,030

Interest expense
(4,691
)
 

 

 
(4,691
)
Other expense, net
(2,994
)
 

 
1,124

 
(1,870
)
Net realized and unrealized gains (losses) on investments of the Consolidated Funds

 
1,399

 
(2,391
)
 
(992
)
Interest and other income of the Consolidated Funds

 
107,922

 

 
107,922

Interest expense of the Consolidated Funds

 
(72,251
)
 
1,117

 
(71,134
)
Total other income (expense)
(5,407
)

37,070


1,124


32,787

Income before taxes
87,522


17,406


(1,352
)

103,576

Income tax expense
11,555

 
146

 

 
11,701

Net income
75,967


17,260


(1,352
)

91,875

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

 
17,260

 
(1,352
)
 
15,908

Less: Net income attributable to non-controlling interests in Ares Operating Group entities
42,636

 

 

 
42,636

Net income attributable to Ares Management Corporation
33,331






33,331

Less: Series A Preferred Stock dividends paid
5,425

 

 

 
5,425

Net income attributable to Ares Management Corporation Class A common stockholders
$
27,906


$


$


$
27,906




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




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

 
 

 
 

 
 

Management fees (includes ARCC Part I Fees of $33,377)
$
213,662

 
$

 
$
(9,138
)
 
$
204,524

Carried interest allocation
31,902

 
 
 

 
31,902

Incentive fees
872

 
 
 

 
872

Principal investment loss
(7,886
)
 

 
422

 
(7,464
)
Administrative, transaction and other fees
10,943

 

 

 
10,943

Total revenues
249,493




(8,716
)

240,777

Expenses
 
 
 
 
 
 
 
Compensation and benefits
145,594

 

 

 
145,594

Performance related compensation
17,606

 

 

 
17,606

General, administrative and other expense
51,155

 

 

 
51,155

Expenses of the Consolidated Funds

 
21,971

 
(9,138
)
 
12,833

Total expenses
214,355


21,971


(9,138
)

227,188

Other income (expense)
 
 
 
 
 
 
 
Net realized and unrealized gains on investments
6,540

 

 
(998
)
 
5,542

Interest and dividend income
901

 

 
(93
)
 
808

Interest expense
(4,143
)
 

 

 
(4,143
)
Other income, net
725

 

 
86

 
811

Net realized and unrealized gains on investments of the Consolidated Funds

 
4,686

 
751

 
5,437

Interest and other income of the Consolidated Funds

 
93,062

 

 
93,062

Interest expense of the Consolidated Funds

 
(63,103
)
 
340

 
(62,763
)
Total other income
4,023

 
34,645

 
86

 
38,754

Income before taxes
39,161


12,674


508


52,343

Income tax expense
5,118

 
13

 

 
5,131

Net income
34,043

 
12,661

 
508

 
47,212

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

 
12,661

 
508

 
13,169

Less: Net income attributable to non-controlling interests in Ares Operating Group entities
18,133

 

 

 
18,133

Net income attributable to Ares Management L.P.
15,910






15,910

Less: Preferred equity dividends paid
5,425

 

 

 
5,425

Net income attributable to Ares Management L.P. common shareholders
$
10,485


$


$


$
10,485




49

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




 
For the Nine Months Ended September 30, 2019
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations 
 
Consolidated 
Revenues
 

 
 

 
 

 
 

Management fees (includes ARCC Part I Fees of $116,336)
$
740,024

 
$

 
$
(25,928
)
 
$
714,096

Carried interest allocation
503,808

 

 

 
503,808

Incentive fees
33,931

 

 
(5,184
)
 
28,747

Principal investment income
45,336

 

 
656

 
45,992

Administrative, transaction and other fees
35,866

 

 

 
35,866

Total revenues
1,358,965

 

 
(30,456
)
 
1,328,509

Expenses
 

 
 

 
 

 
 
Compensation and benefits
485,232

 

 

 
485,232

Performance related compensation
388,424

 

 

 
388,424

General, administrative and other expense
195,988

 

 

 
195,988

Expenses of the Consolidated Funds

 
61,977

 
(31,112
)
 
30,865

Total expenses
1,069,644

 
61,977

 
(31,112
)
 
1,100,509

Other income (expense)
 

 
 

 
 

 
 
Net realized and unrealized gains on investments
4,829

 

 
690

 
5,519

Interest and dividend income
7,448

 

 
(1,922
)
 
5,526

Interest expense
(16,073
)
 

 

 
(16,073
)
Other expense, net
(2,784
)
 

 
1,214

 
(1,570
)
Net realized and unrealized gains on investments of the Consolidated Funds

 
4,661

 
(1,405
)
 
3,256

Interest and other income of the Consolidated Funds

 
303,312

 

 
303,312

Interest expense of the Consolidated Funds

 
(206,688
)
 
2,637

 
(204,051
)
Total other income (expense)
(6,580
)
 
101,285

 
1,214

 
95,919

Income before taxes
282,741

 
39,308

 
1,870

 
323,919

Income tax expense (benefit)
36,290

 
(700
)
 

 
35,590

Net income
246,451

 
40,008

 
1,870

 
288,329

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

 
40,008

 
1,870

 
41,878

Less: Net income attributable to non-controlling interests in Ares Operating Group entities
136,032

 

 

 
136,032

Net income attributable to Ares Management Corporation
110,419

 

 

 
110,419

Less: Series A Preferred Stock dividends paid
16,275

 

 

 
16,275

Net income attributable to Ares Management Corporation Class A common stockholders
$
94,144

 
$

 
$

 
$
94,144



50

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




 
For the Nine Months Ended September 30, 2018
 
Consolidated
Company 
Entities 
 
Consolidated
Funds 
 
Eliminations 
 
Consolidated 
Revenues
 

 
 

 
 

 
 

Management fees (includes ARCC Part I Fees of $91,660)
$
612,792

 
$

 
$
(24,721
)
 
$
588,071

Carried interest allocation
72,587

 

 

 
72,587

Incentive fees
17,683

 

 
(4,000
)
 
13,683

Principal investment income (loss)
9,544

 

 
(10,228
)
 
(684
)
Administrative, transaction and other fees
37,372

 

 

 
37,372

Total revenues
749,978

 

 
(38,949
)
 
711,029

Expenses
 
 
 
 
 
 
 
Compensation and benefits
419,225

 

 

 
419,225

Performance related compensation
30,479

 

 

 
30,479

General, administrative and other expense
155,523

 

 

 
155,523

Expenses of the Consolidated Funds

 
77,982

 
(28,721
)
 
49,261

Total expenses
605,227

 
77,982

 
(28,721
)
 
654,488

Other income (expense)
 
 
 
 
 
 
 
Net realized and unrealized gains on investments
9,800

 

 
(1,830
)
 
7,970

Interest and dividend income
6,604

 

 
(93
)
 
6,511

Interest expense
(17,088
)
 

 

 
(17,088
)
Other expense, net
(2,106
)
 

 
619

 
(1,487
)
Net realized and unrealized gains on investments of the Consolidated Funds

 
26,053

 
786

 
26,839

Interest and other income of the Consolidated Funds

 
250,117

 

 
250,117

Interest expense of the Consolidated Funds

 
(165,080
)
 
1,138

 
(163,942
)
Total other income (expense)
(2,790
)
 
111,090

 
620

 
108,920

Income before taxes
141,961

 
33,108

 
(9,608
)
 
165,461

Income tax expense
29,577

 
82

 

 
29,659

Net income
112,384

 
33,026

 
(9,608
)
 
135,802

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

 
33,026

 
(9,608
)
 
23,418

Less: Net income attributable to non-controlling interests in Ares Operating Group entities
67,301

 

 

 
67,301

Net income attributable to Ares Management L.P.
45,083

 

 

 
45,083

Less: Preferred equity dividends paid
16,275

 

 

 
16,275

Net income attributable to Ares Management L.P. common shareholders
$
28,808

 
$

 
$

 
$
28,808







 

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Table of Contents
Ares Management Corporation
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 September 30, 2019 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 October 2019, the Company's board of directors declared a quarterly dividend of $0.32 per share of Class A common stock payable on December 31, 2019 to common stockholders of record at the close of business on December 17, 2019.

In October 2019, the Company's board of directors declared a quarterly dividend of $0.4375 per share of Series A Preferred Stock payable on December 31, 2019 to preferred stockholders of record at the close of business on December 15, 2019. As December 15, 2019 falls on a Sunday, the effective record date for the dividend will be Friday, December 13, 2019.


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Table of Contents

Item 2.  Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
Ares Management Corporation is a Delaware corporation, which was formerly a limited partnership formed on November 15, 2013 and which converted to a Delaware corporation effective on November 26, 2018. Unless the context otherwise requires, references to “Ares,” “we,” “us,” “our,” and the “Company” are intended to mean the business and operations of Ares Management Corporation and its consolidated subsidiaries. The following discussion analyzes the financial condition and results of operations of the Company. “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 2018 Annual Report on Form 10-K of Ares Management Corporation.
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 investment manager that operates integrated businesses, which are our reportable segments. Our reportable segments are the Credit Group, Private Equity Group and Real Estate Group. For a detailed description of our reportable segments, see Note 14, “Segment Reporting,” to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. During the nine months ended September 30, 2019, 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, 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 gains (losses) from the equity method investments that we manage. Other income (expense) typically represents investment income, realized gains (losses) and unrealized appreciation (depreciation) resulting from our other investments as well as investments of the Consolidated Funds. Interest expense is a component of 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 netted against the respective expenses for segment reporting purposes. We also receive transaction fees from certain funds for activities related to fund transactions, such as loan originations. In accordance with GAAP, we are required to consolidate funds where we have a significant economic interest and substantive control rights. However, for segment reporting purposes, we present revenues, expenses and realized net investment income (loss) on a combined basis, which reflects the results of our reportable segments without giving effect to said consolidation. Accordingly, our segment revenues consist of management fees, other fees and realized performance income. Our segment expenses consist of compensation and benefits, general, administrative and other expenses, net of administrative fees, as well as realized performance income compensation. Our segment realized net investment income (loss) consist of realized net investment income, interest and other investment income and interest expense.
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 performance throughout market cycles. As of September 30, 2019, approximately 70% of our assets under management were in funds with a remaining contractual life of three years or more, approximately 74% were in funds with an initial duration greater than seven years at time of closing and 89% of our management fees are derived from permanent capital, CLOs and closed end funds. 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, particularly in the United States and Western Europe, including conditions in the global financial markets and the economic and political environments.

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Table of Contents

U.S. credit markets experienced positive performance in the third quarter as accommodative Federal Reserve policy offset volatility resulting from global trade tensions and slowing economic growth concerns. Interest rate cuts in July and September contributed to a relatively stable backdrop for leveraged loan and high yield bond prices. The CSLLI, a leveraged loan index, returned 0.9% in the third quarter of 2019 while the ICE BAML High Yield Master II Index, a high yield bond index, returned 1.2%.
European credit markets experienced similar performance influenced by monetary policy developments and other geopolitical headlines. The Credit Suisse Western European Leveraged Loan Index returned 1.0% during the third quarter of 2019 while the ICE BAML European Currency High Yield Index returned 1.3%.

In the U.S., the S&P 500 Index returned an additional 1.7% in the third quarter bringing year to date returns to over 20% and continuing the strong recovery that began in the first quarter. Outside the U.S., the global equity markets declined in the third quarter as global trade tensions and geopolitical uncertainty weighed on indices. The MSCI All Country World ex USA Index declined 1.8% in the third quarter of 2019, although year to date performance remained strong at 11.6%. The intermediated private equity auction market remains highly competitive and leveraged buy out purchase price multiples remained near historical highs during the third quarter of 2019. Amidst a significant expansion in the size of the corporate debt market, leverage levels continue to increase and are even higher when EBITDA-adjustments are taken into account. These dynamics have led to a significant compression in private equity risk premiums. We continue to believe careful company selection, a focus on high-quality assets and a differentiated view to drive value creation are of paramount importance in the current market environment.

European and U.S. property yields and capitalization rates were generally stable over the third quarter. Across the major European economies, yields on offices in both primary and secondary locations and industrial logistic facilities stayed the same or declined slightly. U.S. capitalization rates were also unmoved across the office, industrial, and apartment sectors and across the gateway and major secondary metros. Recent pricing trends reflected the strength of underlying fundamentals including consumer spending and tight labor markets that bolstered property performance and robust investor appetite for the asset class. Leverage continued to be accretive to property values and the availability of investment capital maintained transaction volumes. Across our targeted markets in both the U.S. and Europe, we continue to find opportunities to capitalize on our deep understanding of local market and overall industry dynamics to acquire and lend on commercial real estate.

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.

Consolidation and Deconsolidation of Ares Funds
Consolidated funds represented approximately 6.5% of our AUM as of September 30, 20193.5% of our management fees and 1.0% of our performance income for the nine months ended September 30, 2019. As of September 30, 2019, we consolidated 15 CLOs and eight private funds, and as of September 30, 2018, we consolidated 13 CLOs and 10 private funds.
Our CLOs serve as long-term, non-recourse financing for debt investments and as a way to minimize refinancing and maturity risk and secure a fixed cost of funds over an underlying market interest rate. As of September 30, 2019, our maximum exposure of loss for CLO securities was $101.5 million.
The consolidation of these funds significantly impacted interest and other income of Consolidated Funds, interest expense of Consolidated Funds, net realized and unrealized gains (losses) on investments of Consolidated Funds and non-controlling interests in Consolidated Funds, among others, for the three and nine months ended September 30, 2019 and 2018. Also, the consolidation of these funds typically has the impact of decreasing management fees, carried interest allocation and incentive fees 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 net effect on the net income attributable to us. 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.

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Table of Contents

We generally deconsolidate funds and CLOs when we are no longer deemed to have a controlling interest in the entity. During the nine months ended September 30, 2019, two entities were liquidated/dissolved and two entities experienced a significant change in ownership that resulted in deconsolidation of the fund and CLO during the period. During the nine months ended September 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.
Managing Business Performance
Non‑GAAP Financial Measures
We use the following non-GAAP measures to assess and track our performance:
Fee Related Earnings (FRE)
Realized Income (RI)
These non‑GAAP financial measures supplement and should be considered in addition to and not in lieu of, the results of operations, which are discussed further under “—Consolidated Results of Operations” and are prepared in accordance with GAAP. For the specific components and calculations of these non-GAAP measures, as well as 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
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 reflects assets generally 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 of the assets of a fund less the liabilities of the fund.
For CLOs, our AUM is equal to initial principal amounts of notes adjusted for paydowns.

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Table of Contents

The tables below provide rollforwards of our total AUM by segment for the three months ended September 30, 2019 and 2018 (in millions):
 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total AUM
Balance at 6/30/2019
$
105,505

 
$
24,735

 
$
11,868

 
$
142,108

Net new par/equity commitments
593

 
267

 
953

 
1,813

Net new debt commitments
1,704

 
25

 

 
1,729

Distributions
(1,173
)
 
(80
)
 
(331
)
 
(1,584
)
Change in fund value
(327
)
 
568

 
(9
)
 
232

Balance at 9/30/2019
$
106,302

 
$
25,515

 
$
12,481

 
$
144,298

Average AUM(1)
$
105,905

 
$
25,126

 
$
12,176

 
$
143,207

 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total AUM
Balance at 6/30/2018
$
86,858

 
$
23,602

 
$
10,910

 
$
121,370

Net new par/equity commitments
3,618

 

 
370

 
3,988

Net new debt commitments
1,904

 
100

 

 
2,004

Distributions
(1,534
)
 
(523
)
 
(866
)
 
(2,923
)
Change in fund value
655

 
(188
)
 
173

 
640

Balance at 9/30/2018
$
91,501

 
$
22,991

 
$
10,587

 
$
125,079

Average AUM(1)
$
89,181

 
$
23,298

 
$
10,749

 
$
123,228

 
(1) Represents the quarterly average of beginning and ending balances.
 
The tables below provide rollforwards of our total AUM by segment for the nine months ended September 30, 2019 and 2018 (in millions):
 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total AUM
Balance at 12/31/2018
$
95,836

 
$
23,487

 
$
11,340

 
$
130,663

Net new par/equity commitments
5,507

 
1,295

 
1,569

 
8,371

Net new debt commitments
8,009

 
25

 
583

 
8,617

Distributions
(4,895
)
 
(1,280
)
 
(1,319
)
 
(7,494
)
Change in fund value
1,845

 
1,988

 
308

 
4,141

Balance at 9/30/2019
$
106,302

 
$
25,515

 
$
12,481

 
$
144,298

Average AUM(1)
$
102,180

 
$
24,379

 
$
11,875

 
$
138,434

 
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
16,077

 
363

 
1,533

 
17,973

Net new debt commitments
6,649

 
100

 

 
6,749

Distributions
(4,670
)
 
(1,843
)
 
(1,397
)
 
(7,910
)
Change in fund value
1,713

 
(159
)
 
222

 
1,776

Balance at 9/30/2018
$
91,501

 
$
22,991

 
$
10,587

 
$
125,079

Average AUM(1)
$
81,851

 
$
23,857

 
$
10,656

 
$
116,364

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


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The components of our AUM, including the portion that is FPAUM, are presented below as of September 30, 2019 and 2018 (in millions):
CHART-6BE48D160E6E523488C.JPG CHART-50BE34070B965CBDB3D.JPG
AUM: $144,298
AUM: $125,079
 
FPAUM
 
AUM not yet earning fees
 
Non-fee paying(1)
 
General partner and affiliates

(1) Includes $7.6 billion and $6.7 billion of AUM of funds from which we indirectly earn management fees as of September 30, 2019 and 2018, respectively.

Please refer to “— Results of Operations by Segment” for a more detailed presentation of AUM by segment for each of the periods presented.
Fee Paying Assets Under Management
The following components generally comprise our FPAUM:
The amount of limited partner capital commitments for certain closed-end funds within the reinvestment period in the Credit Group, certain 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, 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 rollforwards of our total FPAUM by segment for the three months ended September 30, 2019 and 2018 (in millions):
 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total
FPAUM Balance at 6/30/2019
$
64,763

 
$
17,188

 
$
7,463

 
$
89,414

Commitments
690

 
161

 
426

 
1,277

Subscriptions/deployment/increase in leverage
4,769

 
174

 
275

 
5,218

Redemptions/distributions/decrease in leverage
(971
)
 

 
(234
)
 
(1,205
)
Change in fund value
(270
)
 
(4
)
 
(96
)
 
(370
)
Change in fee basis

 
(599
)
 
(418
)
 
(1,017
)
FPAUM Balance at 9/30/2019
$
68,981

 
16,920

 
$
7,416

 
$
93,317

Average FPAUM(1)
$
66,873

 
$
17,056

 
$
7,440

 
$
91,369

 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total
FPAUM Balance at 6/30/2018
$
53,336

 
$
16,589

 
$
6,963

 
$
76,888

Commitments
1,267

 

 
369

 
1,636

Subscriptions/deployment/increase in leverage
2,810

 
215

 
24

 
3,049

Redemptions/distributions/decrease in leverage
(1,604
)
 
(70
)
 
(460
)
 
(2,134
)
Change in fund value
97

 
(4
)
 
4

 
97

Change in fee basis

 
(106
)
 
(66
)
 
(172
)
FPAUM Balance at 9/30/2018
$
55,906

 
$
16,624

 
$
6,834

 
$
79,364

Average FPAUM(1)
$
54,623

 
$
16,608

 
$
6,900

 
$
78,131

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

The tables below provide rollforwards of our total FPAUM by segment for the nine months ended September 30, 2019 and 2018 (in millions):
 
Credit Group
 
Private Equity Group
 
Real Estate Group
 
Total
FPAUM Balance at 12/31/2018
$
57,847

 
$
17,071

 
$
6,952

 
$
81,870

Commitments
4,098

 
242

 
790

 
5,130

Subscriptions/deployment/increase in leverage
11,396

 
675

 
835

 
12,906

Redemptions/distributions/decrease in leverage
(5,426
)
 
(470
)
 
(645
)
 
(6,541
)
Change in fund value
1,200

 
1

 
(98
)
 
1,103

Change in fee basis
(134
)
 
(599
)
 
(418
)
 
(1,151
)
FPAUM Balance at 9/30/2019
$
68,981

 
$
16,920

 
$
7,416

 
$
93,317

Average FPAUM(1)
$
63,631

 
$
17,125

 
$
7,202

 
$
87,958

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

 
$
16,858

 
$
6,189

 
$
72,497

Commitments
4,082

 
363

 
1,232

 
5,677

Subscriptions/deployment/increase in leverage
6,726

 
589

 
440

 
7,755

Redemptions/distributions/decrease in leverage
(4,938
)
 
(1,086
)
 
(758
)
 
(6,782
)
Change in fund value
593

 
6

 

 
599

Change in fee basis
(7
)
 
(106
)
 
(269
)
 
(382
)
FPAUM Balance at 9/30/2018
$
55,906

 
$
16,624

 
$
6,834

 
$
79,364

Average FPAUM(1)
$
52,559

 
$
16,685

 
$
6,684

 
$
75,928

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



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Incentive Eligible Assets Under Management, Incentive Generating Assets Under Management and Available Capital
IEAUM generally represents the NAV plus uncalled equity or total assets plus uncalled debt, as applicable, of our funds from which we are entitled to receive a performance income, excluding capital committed by us and our professionals (from which we generally do not earn performance income). With respect to ARCC's AUM, only ARCC Part II Fees may be generated from IEAUM.
IGAUM generally represents the AUM of our funds that are currently generating on a realized or unrealized basis, performance income. It generally represents the NAV or total assets of our funds, as applicable, for which we are entitled to receive performance income, excluding capital committed by us and our professionals (from which we generally do not earn performance income). ARCC is only included in IGAUM when Part II Fees are being generated.
The charts below present our IEAUM and IGAUM by segment as of September 30, 2019 and 2018 (in millions):
CHART-D1EE2E6784255DDDB1B.JPG CHART-543A699A77BB59979F4.JPG
 
 
Credit
 
Private Equity
 
Real Estate
 

As of September 30, 2019 and 2018, our available capital, which we refer to as dry powder, was $33.8 billion and $34.4 billion, respectively, primarily attributable to our funds in the Credit Group.

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Management Fees Fund Duration
We view the duration of funds we manage as a metric to measure the stability of our future management fees. For the three months ended September 30, 2019 and 2018, 82% and 83%, respectively, of our unconsolidated management fees were attributable to funds with three or more years in duration. The charts below present the composition of our unconsolidated management fees by the initial fund duration for the three months ended September 30, 2019 and 2018:
CHART-69E090C8D5605704BB0.JPG CHART-8ED869174FC45B718E8.JPG
 
Permanent Capital
 
3 to 6 years
 
7 to 9 years
 
10 or more years
 
Differentiated Managed Accounts(1)
 
Fewer Than 3 years
 
Managed Accounts
 
(1) Differentiated managed accounts have been managed by the Company for longer than three years, are investing in illiquid strategies or are co-investments structured to pay management fees.

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 nine months ended September 30, 2019 or represented at least 1% of the Company’s total FPAUM as of September 30, 2019, 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 Ares 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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Results of Operations
Consolidated Results of Operations
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 us for the periods presented. The following table and discussion sets forth information regarding our consolidated results of operations for the three and nine months ended September 30, 2019 and 2018 ($ in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Management fees (includes ARCC Part I Fees of $38,786, $116,336 and $33,377, $91,660 for the three and nine months ended September 30, 2019 and 2018, respectively)
$
251,591

 
$
204,524

 
$
47,067

 
23
 %
 
$
714,096

 
$
588,071

 
$
126,025

 
21
 %
Carried interest allocation
186,803

 
31,902

 
154,901

 
NM

 
503,808

 
72,587

 
431,221

 
NM

Incentive fees
1,712

 
872

 
840

 
96
 %
 
28,747

 
13,683

 
15,064

 
110
 %
Principal investment income (loss)
11,389

 
(7,464
)
 
18,853

 
NM

 
45,992

 
(684
)
 
46,676

 
NM

Administrative, transaction and other fees
14,995

 
10,943

 
4,052

 
37
 %
 
35,866

 
37,372

 
(1,506
)
 
(4
)%
Total revenues
466,490

 
240,777

 
225,713

 
94
 %
 
1,328,509

 
711,029

 
617,480

 
87
 %
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits
166,216

 
145,594

 
(20,622
)
 
(14
)%
 
485,232

 
419,225

 
(66,007
)
 
(16
)%
Performance related compensation
139,216

 
17,606

 
(121,610
)
 
NM

 
388,424

 
30,479

 
(357,945
)
 
NM

General, administrative and other expenses
79,385

 
51,155

 
(28,230
)
 
(55
)%
 
195,988

 
155,523

 
(40,465
)
 
(26
)%
Expenses of Consolidated Funds
10,884

 
12,833

 
1,949

 
15
 %
 
30,865

 
49,261

 
18,396

 
37
 %
Total expenses
395,701

 
227,188

 
(168,513
)
 
(74
)%
 
1,100,509

 
654,488

 
(446,021
)
 
(68
)%
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net realized and unrealized gains on investments
1,522

 
5,542

 
(4,020
)
 
(73
)%
 
5,519

 
7,970

 
(2,451
)
 
(31
)%
Interest and dividend income
2,030

 
808

 
1,222

 
151
 %
 
5,526

 
6,511

 
(985
)
 
(15
)%
Interest expense
(4,691
)
 
(4,143
)
 
(548
)
 
(13
)%
 
(16,073
)
 
(17,088
)
 
1,015

 
6
 %
Other income (expense), net
(1,870
)
 
811

 
(2,681
)
 
NM

 
(1,570
)
 
(1,487
)
 
(83
)
 
(6
)%
Net realized and unrealized gains (losses) on investments of Consolidated Funds
(992
)
 
5,437

 
(6,429
)
 
NM

 
3,256

 
26,839

 
(23,583
)
 
(88
)%
Interest and other income of Consolidated Funds
107,922

 
93,062

 
14,860

 
16
 %
 
303,312

 
250,117

 
53,195

 
21
 %
Interest expense of Consolidated Funds
(71,134
)
 
(62,763
)
 
(8,371
)
 
(13
)%
 
(204,051
)
 
(163,942
)
 
(40,109
)
 
(24
)%
Total other income
32,787

 
38,754

 
(5,967
)
 
(15
)%
 
95,919

 
108,920

 
(13,001
)
 
(12
)%
Income before taxes
103,576

 
52,343

 
51,233

 
98
 %
 
323,919

 
165,461

 
158,458

 
96
 %
Income tax expense
11,701

 
5,131

 
(6,570
)
 
(128
)%
 
35,590

 
29,659

 
(5,931
)
 
(20
)%
Net income
91,875

 
47,212

 
44,663

 
95
 %
 
288,329

 
135,802

 
152,527

 
112
 %
Less: Net income attributable to non-controlling interests in Consolidated Funds
15,908

 
13,169

 
2,739

 
21
 %
 
41,878

 
23,418

 
18,460

 
79
 %
Less: Net income attributable to non-controlling interests in Ares Operating Group entities
42,636

 
18,133

 
24,503

 
135
 %
 
136,032

 
67,301

 
68,731

 
102
 %
Net income attributable to Ares Management Corporation
33,331

 
15,910

 
17,421

 
109
 %
 
110,419

 
45,083

 
65,336

 
145
 %
Less: Series A Preferred Stock dividends paid
5,425

 
5,425

 

 
 %
 
16,275

 
16,275

 

 
 %
Net income attributable to Ares Management Corporation Class A common stockholders
$
27,906

 
$
10,485

 
17,421

 
166
 %
 
$
94,144

 
$
28,808

 
65,336

 
227
 %
 
NM - Not Meaningful

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The following section discusses the period-over-period fluctuations of our condensed consolidated results of operations for the three and nine months ended September 30, 2019 compared to 2018.
Three and Nine Months Ended September 30, 2019 Compared to Three and Nine Months Ended September 30, 2018 
Revenues
Management Fees. Total management fees increased by $47.1 million, or 23%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $126.0 million, or 21%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases in total management fees were primarily due to the Credit Group, driven by increases in ARCC Part I Fees and by higher FPAUM from capital deployments in direct lending funds. Total management fees also increased in the Real Estate Group and Private Equity Group by having higher FPAUM from new commitments during the current year. For detail regarding the fluctuations of management fees within each of our segments see “—Results of Operations by Segment.”
Carried Interest Allocation. Carried interest allocation increased by $154.9 million to $186.8 million for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $431.2 million to $503.8 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.
Carried interest allocation for the three and nine months ended September 30, 2019 and 2018 was principally composed of the following (in millions, unless otherwise noted):
 
Three Months Ended September 30, 2019
Primary Drivers
 
Three Months Ended September 30, 2018
Primary Drivers
Credit funds
$
25.2

10 direct lending funds with $8.9 billion of IGAUM generating returns in excess of their hurdle rates, primarily from Ares Capital Europe III, L.P. (“ACE III”), Ares Capital Europe IV, L.P. (“ACE IV”) and Ares Private Credit Solutions, L.P. (“PCS”) that generated $5.5 million, $14.0 million and $7.2 million of carried interest allocation during the period, respectively.
 
$
28.3

13 direct lending funds with $14.7 billion of IGAUM generating returns in excess of their hurdle rates, primarily from ACE III, ACE IV and PCS that generated carried interest allocation during the period of $9.8 million, $4.5 million and $3.8 million, respectively.
Private equity funds
146.3

Market appreciation across several Ares Corporate Opportunities Fund V, L.P. ("ACOF V") portfolio companies; and market appreciation of Ares Corporate Opportunities Fund III, L.P.'s (“ACOF III”) investments in Floor & Decor Holdings, Inc. (“Floor & Decor”) and a professional service company resulting from a pending sale of this company.
 
(56.3
)
Market depreciation of ACOF III's investment in Floor & Decor; offset by market appreciation across several ACOF IV portfolio companies.
Real estate funds
15.3

Market appreciation from multiple properties within three of our U.S. real estate equity funds, Ares European Real Estate Fund IV L.P. (“EF IV”) and a certain European real estate equity fund.
 
59.9

Market appreciation from multiple properties within six of our U.S. real estate equity funds, EF IV and two European real estate funds.
Carried interest allocation
$
186.8

 
 
$
31.9

 

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Nine Months Ended September 30, 2019
Primary Drivers
 
Nine Months Ended September 30, 2018
Primary Drivers
Credit funds
$
97.9

10 direct lending funds with $8.9 billion of IGAUM generating returns in excess of their hurdle rates, primarily from ACE III, ACE IV and PCS that generated $25.4 million, $33.7 million and $23.6 million of carried interest allocation during the period, respectively.
 
$
69.8

13 direct lending funds with $14.7 billion of IGAUM generating returns in excess of their hurdle rates, primarily from ACE III, ACE IV and PCS that generated carried interest allocation during the period of $32.6 million, $4.5 million and $14.4 million, respectively.
Private equity funds
355.5

Market appreciation of ACOF III's investments in Floor & Decor and a professional service company resulting from a pending sale of this company; increased fair value of Ares Corporate Opportunities Fund IV, L.P.'s ("ACOF IV") investment in a portfolio company resulting from a pending sale of the company; and market appreciation across several ACOF IV and ACOF V portfolio companies.
 
(84.0
)
Market depreciation of ACOF III's investment in Floor & Decor and a reduction in fair value in an Ares Energy Investors Fund V, L.P. (“EIF V”) portfolio company.
Real estate funds
50.4

Market appreciation from multiple properties within four of our U.S. real estate equity funds, EF IV and three European real estate equity funds.
 
86.8

Market appreciation from multiple properties within seven of our U.S. real estate equity funds, EF IV and two European real estate funds.
Carried interest allocation
$
503.8

 
 
$
72.6

 
Incentive Fees. Incentive fees increased by $15.1 million, or 110%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increase was primarily driven by direct lending funds that did not generate incentive fees in the prior periods but generated returns in excess of hurdle rates in the current year periods. There were 20 funds with $14.0 billion of AUM and 14 funds with $10.0 billion of AUM for the 2019 and 2018 period, respectively.
Principal Investment Income (Loss). Principal investment income (loss) increased by $18.9 million to $11.4 million for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $46.7 million to $46.0 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases for the comparative periods were primarily driven by a higher fair value of our investment in ACOF III as a result of market appreciation of Floor & Decor.
Administrative, Transaction and Other Fees. Administrative fees and other fees increased by $4.1 million, or 37%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and decreased by $1.5 million, or 4%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increase for the three month comparative period was primarily due to the renegotiation of an administrative fee agreement with ACF FinCo I L.P. ("ACF"). The renegotiated administration fee allowed more operating expenses to be reimbursed, while eliminating the management fee. For the third quarter of 2019, the gross administration fee for ACF increased by $1.8 million and the management fee of $0.8 million was eliminated. Additionally, there was an increase in administrative fees for ARCC as a result of additional time being spent on the fund by employees. The decrease for the nine month comparative period was primarily driven by fewer transaction-based fees based on loan originations within certain funds in our Credit Group that fluctuate periodically with the volume of syndicated loan originations and with the amount of capital available for deployment.
Expenses
Compensation and Benefits.  Compensation and benefits expenses increased by $20.6 million, or 14%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $66.0 million, or 16%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily driven by higher incentive compensation attributable to the operating performance of our Company, increases in ARCC Part I Fees compensation and 8% headcount growth.
Equity compensation expense also increased by $6.4 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily due to additional restricted units granted as part of our annual bonus program and to certain retention awards, including new restricted units granted to our Chief Executive Officer during the third quarter of 2018. Additionally, our annual equity compensation bonus program commenced in 2016 with awards scheduled to vest over a four year service period. As such, equity compensation expense for the 2019 period reflects expenses associated with four years of bonus grants, whereas equity compensation expense for the 2018 comparative period includes only three years of bonus grants.

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Performance Related Compensation.  Performance related compensation increased by $121.6 million to $139.2 million for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $357.9 million to $388.4 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.The increases in performance related compensation are largely correlated with the respective increases in carried interest allocation and incentive fees described above.
General, Administrative and Other Expenses. General, administrative and other expenses increased by $28.2 million, or 55%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $40.5 million, or 26%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily due a non-cash impairment charge of $20.0 million that was recognized during the third quarter of 2019 to certain intangible assets that were recorded as part of our acquisition of the Energy Investors Funds ("EIF"). The impairment was recognized since there was a lower number of legacy EIF investors that committed to invest into the successor funds and the decision by management to no longer introduce the successor funds under the EIF trade name. As a result, these changes are expected to decrease the future expected cash flows from management fees generated by EIF's existing client relationships and decrease the royalties attributable to EIF's trade name. The increases were also driven by higher professional service fees of $4.5 million and $10.8 million for the three and nine month comparative periods, respectively, largely as a result of professional services related to due diligence, marketing and legal expenses related to the expansion of our insurance platform and to other strategic initiatives. Additionally, the increases were driven by higher placement fees of $4.1 million and $14.5 million associated with new commitments to a fund in our special opportunities strategy for the three and nine month comparative period, respectively. The prior 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 in the second quarter of 2018, we began to incur certain expenses that were previously incurred by ARCC. These expenses resulted in approximately $4.4 million in recurring occupancy and marketing related expenses for the nine months ended September 30, 2019.
Expenses of the Consolidated Funds. Expenses of the Consolidated Funds decreased by $1.9 million, or 15%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $18.4 million, or 37%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The decreases were primarily driven by higher professional fees incurred during the prior year periods as a result of a greater number of CLO debt issuances during those periods. These fees were expensed in the period incurred, as CLO debt is recorded at fair value on our Condensed Consolidated Statements of Financial Condition.
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 Gains on Investments. Net realized and unrealized gains on investments decreased by $4.0 million, or 73%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $2.5 million, or 31%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Net realized and unrealized gains on investments for the three and nine months ended September 30, 2019 were primarily due to higher net gains from our CLO securities which rebounded from market dislocation at the end of 2018 and due to net gains recognized on our foreign currency hedging instruments. Net realized and unrealized gains on investments for the three and nine months ended September 30, 2018 were primarily due to net gains that were recognized on our non-core investments.
Interest and Dividend Income. Interest and dividend income increased by $1.2 million, or 151%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and decreased by $1.0 million, or 15%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increase for the three month comparative period was primarily attributable to increases in interest income received from our CLO securities and from a U.S. real estate equity fund. During the second quarter of 2018, we sold $219.3 million of our investments in our CLO securities primarily resulting in a decrease in interest income attributable to CLO securities for the comparative periods.
Interest Expense. Interest expense increased by $0.5 million, or 13%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and decreased by $1.0 million, or 6%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increase for the three month comparative period was primarily due to a higher average outstanding balance of the Credit Facility in the third quarter of 2019. The decrease for the nine month comparative period was primarily driven by the pay-off of term loans that had financed certain investments in CLOs during the second quarter of 2018.

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Other Income (Expense), Net. Other income (expense), net is principally composed of transaction gains (losses) associated with currency fluctuations for our businesses domiciled outside of the U.S. and remain volatile based on the fluctuations in foreign currency exchange rates. Other expense, net for the nine months ended September 30, 2018 also included debt extinguishment costs recorded in connection with the repayment of term loans resulting from the removal of US risk retention requirements associated with our syndicated loan business.
Net Realized and Unrealized Gains (Losses) on Investments of Consolidated Funds. Net realized and unrealized gains (losses) on investments of Consolidated Funds decreased from net realized and unrealized gains on investments of Consolidated Funds of $5.4 million for three months ended September 30, 2018 to net realized and unrealized loss on investments of Consolidated Funds of $1.0 million for three months ended September 30, 2019. Net realized and unrealized gains on investments of Consolidated Funds decreased by $23.6 million, or 88%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The decreases for the comparative periods were primarily due to lower market prices for certain investments in our Asian private equity fund during the current year periods. The nine months ended September 30, 2019 also included net gains attributable to a European direct lending fund driven by a change in market value of the fund's sole remaining investment and to 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 $14.9 million, or 16%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $53.2 million, or 21%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily driven by additional interest paying assets from four CLOs that we began consolidating subsequent to September 30, 2018 resulting in an increase in interest income for the comparative periods.
Interest Expense of the Consolidated Funds. Interest expense of the Consolidated Funds increased by $8.4 million, or 13%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $40.1 million, or 24%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily the result of interest expense from the debt issued for four CLOs we began consolidating subsequent to September 30, 2018 resulting in an increase in interest expense for the comparative periods.
Income Tax Expense. Income tax expense increased by $6.6 million, or 128%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $5.9 million, or 20%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were attributable to an increase in income allocable to Ares Management Corporation that also increased due to higher controlling ownership. Income tax expense for the nine months ended September 30, 2018 also included one-time deferred tax items from the embedded net unrealized gains of both carried interest and the investment portfolio that were not subject to corporate taxes prior to our election to be taxed as a corporation for U.S. federal income tax purposes during 2018.
Non-Controlling Interests.  Net income 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 Corporation and is allocated based on the weighted average daily ownership of the AOG unitholders. The weighted average daily ownership for non-controlling AOG unitholders decreased from 54.8% and 56.6% for the three and nine months ended September 30, 2018 to 51.8% and 52.5% for the three and nine months ended September 30, 2019. The decreases in non–controlling ownership were primarily driven by our Class A common stock offering during the three months ended September 30, 2019 and by stock option exercises and vesting of restricted stock awards during the nine months ended September 30, 2019.
Net income attributable to non-controlling interests in Ares Operating Group entities increased by $24.5 million, or 135%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $68.7 million, or 102%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily a result of net income increasing at a greater rate than the decrease in non-controlling interests in Ares Operating Group entities.

Segment Analysis
For segment reporting purposes, revenues and expenses are presented on a basis before giving effect to 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.

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Discussed below are our results of operations for each of our three reportable segments. 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.
FRE, RI and Other Measures
FRE 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 see the Glossary. The following table sets forth FRE and RI by segment for the three and nine months ended September 30, 2019 and 2018 ($ in thousands):
 
Three Months Ended
 
Favorable (Unfavorable)
 
Nine Months Ended
 
Favorable (Unfavorable)
 
September 30,
 
 
September 30,
 
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Fee Related Earnings:
    
 
    
 
 
 
 
 
 
 
 
 
 
 
 
Credit Group
$
103,062

 
$
82,910

 
$
20,152

 
24
 %
 
$
293,181

 
$
239,018

 
$
54,163

 
23
 %
Private Equity Group
29,926

 
25,184

 
4,742

 
19
 %
 
82,028

 
78,979

 
3,049

 
4
 %
Real Estate Group
9,152

 
6,382

 
2,770

 
43
 %
 
22,386

 
17,473

 
4,913

 
28
 %
Operations Management Group
(55,466
)
 
(50,059
)
 
(5,407
)
 
(11
)%
 
(162,627
)
 
(148,558
)
 
(14,069
)
 
(9
)%
Fee Related Earnings
$
86,674

 
$
64,417

 
22,257

 
35
 %
 
$
234,968

 
$
186,912

 
48,056

 
26
 %
Realized Income:
 
 
 
 

 


 
 
 
 
 

 


Credit Group
$
108,986

 
$
84,666

 
$
24,320

 
29
 %
 
$
319,039

 
$
260,173

 
$
58,866

 
23
 %
Private Equity Group
28,780

 
43,427

 
(14,647
)
 
(34
)%
 
104,348

 
124,162

 
(19,814
)
 
(16
)%
Real Estate Group
16,653

 
13,542

 
3,111

 
23
 %
 
37,933

 
33,690

 
4,243

 
13
 %
Operations Management Group
(56,012
)
 
(50,217
)
 
(5,795
)
 
(12
)%
 
(163,970
)
 
(146,480
)
 
(17,490
)
 
(12
)%
Realized Income
$
98,407

 
$
91,418

 
6,989

 
8
 %
 
$
297,350

 
$
271,545

 
25,805

 
10
 %

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 RI and FRE. The following table presents the reconciliation of income before taxes as reported in the Condensed Consolidated Statements of Operations to RI and FRE (in thousands):
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Income before taxes
$
103,576

 
$
52,343

 
$
323,919

 
$
165,461

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization expense
24,564

 
5,347

 
35,609

 
20,234

Equity compensation expense
22,393

 
23,940

 
73,974

 
67,534

Acquisition and merger-related expense
4,777

 
253

 
10,757

 
(19
)
Unamortized placement fees
4,366

 
6,194

 
17,319

 
9,710

Other (income) expense, net
(461
)
 
3

 
(460
)
 
13,564

Net expense of non-controlling interests in consolidated subsidiaries
799

 
819

 
2,608

 
2,178

Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations
(16,054
)
 
(13,182
)
 
(41,178
)
 
(23,500
)
Unconsolidated performance (income) loss - unrealized
(181,174
)
 
37,999

 
(426,411
)
 
127,224

Unconsolidated performance related compensation - unrealized
137,174

 
(42,417
)
 
311,936

 
(132,294
)
Unconsolidated net investment (income) loss - unrealized
(1,553
)
 
20,119

 
(10,723
)
 
21,453

Realized Income
98,407

 
91,418

 
297,350

 
271,545

Unconsolidated performance income - realized
(7,314
)
 
(71,568
)
 
(111,881
)
 
(217,283
)
Unconsolidated performance related compensation - realized
2,042

 
60,023

 
76,488

 
162,773

Unconsolidated net investment income - realized
(6,461
)
 
(15,456
)
 
(26,989
)
 
(30,123
)
Fee Related Earnings
$
86,674

 
$
64,417

 
$
234,968

 
$
186,912


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Table of Contents

Results of Operations by Segment
Credit Group—Three and Nine Months Ended September 30, 2019 Compared to Three and Nine Months Ended September 30, 2018
Fee Related Earnings:
The following table presents the components of the Credit Group's FRE and the changes for the comparative periods ($ in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Management fees (includes ARCC Part I Fees of $38,786, $116,336 and $33,377, $91,660 for the three and nine months ended September 30, 2019 and 2018, respectively)
$
178,447

 
$
145,414

 
$
33,033

 
23
 %
 
$
513,760

 
$
413,028

 
$
100,732

 
24
 %
Other fees
5,174

 
3,656

 
1,518

 
42
 %
 
12,179

 
16,263

 
(4,084
)
 
(25
)%
Compensation and benefits
(67,770
)
 
(55,239
)
 
(12,531
)
 
(23
)%
 
(193,083
)
 
(158,204
)
 
(34,879
)
 
(22
)%
General, administrative and other expenses
(12,789
)
 
(10,921
)
 
(1,868
)
 
(17
)%
 
(39,675
)
 
(32,069
)
 
(7,606
)
 
(24
)%
Fee Related Earnings
$
103,062

 
$
82,910

 
20,152

 
24
 %
 
$
293,181

 
$
239,018

 
54,163

 
23
 %

Management Fees

The chart below present Credit Group management fees and effective management fee rates for the three and nine months ended September 30, 2019 ($ in millions):
MDNAMFW2CA08.JPG

The increases in management fees were primarily driven by the following: (i) higher ARCC Part I Fees primarily due to greater interest income from an increase in the average size of ARCC's portfolio and due to increases in capital structuring service fees, which were primarily the result of a higher number of transactions with larger portfolio companies in larger issuances; and (ii) additional capital deployment within funds in existence in both periods. CLOs accounted for approximately 9% of the Credit

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Table of Contents

Group's management fees for the three and nine months ended September 30, 2019 and for approximately 10% of the Credit Group's management fees for the three and nine months ended September 30, 2018.

The increases in the effective management fee rate were primarily due to new direct lending funds with higher effective fee rates for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018.

Other Fees. Other fees increased by $1.5 million, or 42%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and decreased by $4.1 million, or 25%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increase for the three month comparative period was primarily driven by higher volume of transaction-based fees based on loan originations within certain funds in our Credit Group and an increase in administrative fees that are based on invested capital for certain funds in our Credit Group. The decrease for the nine month comparative period was primarily driven by fewer transaction-based fees based on loan originations within certain funds in our Credit Group that fluctuate periodically with the volume of syndicated loan originations and with the amount of capital available for deployment.
Compensation and Benefits. Compensation and benefits expenses increased by $12.5 million, or 23%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $34.9 million, or 22%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily driven by higher incentive compensation attributable with improving operating performance for the comparative periods, by 10% headcount growth and by increases in ARCC Part I Fees compensation of $3.1 million and $14.8 million for the three and nine month comparative periods, respectively. We continue to hire investment professionals to support our growing U.S. and European direct lending AUM, which increased by 19% for the comparative periods.
General, Administrative and Other Expenses.  General, administrative and other expenses increased by $1.9 million, or 17%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $7.6 million, or 24%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily driven by higher occupancy and overhead costs from headcount growth. Beginning in the second quarter of 2018, we also began to incur certain expenses that were previously incurred by ARCC. These expenses resulted in approximately $0.9 million and $4.4 million in recurring occupancy and marketing related expenses for the three and nine months ended September 30, 2019, respectively. Additionally, we continue to invest in expanding our retail distribution footprint through a joint venture, which pays a third party broker for retail distribution services and resulted in higher fees of $0.6 million and $1.6 million for the three and nine month comparative periods, respectively.
Realized Income:
The following table presents the components of the Credit Group's RI and the changes for the comparative periods ($ in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Fee Related Earnings
$
103,062

 
$
82,910

 
$
20,152

 
24
 %
 
$
293,181

 
$
239,018

 
$
54,163

 
23
 %
Performance income-realized
1,037

 
1,729

 
(692
)
 
(40
)%
 
38,921

 
48,472

 
(9,551
)
 
(20
)%
Performance related compensation-realized
(630
)
 
(1,113
)
 
483

 
43
 %
 
(22,857
)
 
(27,778
)
 
4,921

 
18
 %
Realized net performance income
407

 
616

 
(209
)
 
(34
)%
 
16,064

 
20,694

 
(4,630
)
 
(22
)%
Investment income-realized
114

 
1,063

 
(949
)
 
(89
)%
 
662

 
2,429

 
(1,767
)
 
(73
)%
Interest and other investment income-realized
6,964

 
1,604

 
5,360

 
NM

 
14,500

 
7,828

 
6,672

 
85
 %
Interest expense
(1,561
)
 
(1,527
)
 
(34
)
 
(2
)%
 
(5,368
)
 
(9,796
)
 
4,428

 
45
 %
Realized net investment income
5,517

 
1,140

 
4,377

 
NM

 
9,794

 
461

 
9,333

 
NM

Realized Income
$
108,986

 
$
84,666

 
24,320

 
29
 %
 
$
319,039

 
$
260,173

 
58,866

 
23
 %
 
NM - Not meaningful
Realized income for the periods presented was composed of FRE, as explained above, realized net performance income and realized net investment income for the respective periods.

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Table of Contents

Realized net performance income decreased by $4.6 million, or 22%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Realized net performance income for the nine months ended September 30, 2019 and September 30, 2018 was principally composed of incentive fees from certain direct lending funds that are generating returns in excess of their hurdle rate while the nine months ended September 30, 2018 also included tax distributions received from ACE III and certain other direct lending funds.
Realized net investment income increased by $4.4 million to $5.5 million for the three months ended September 30, 2019 compared to the three months ended September 30, 2018, and by $9.3 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily driven by interest and dividend income on our syndicated loan investments and to a certain U.S. direct lending fund. The increase for the nine month comparative period was further driven by lower interest expense for the comparative periods as a result of decreases in the cost basis of investments on which interest expense is allocated.
Credit Group— Carried Interest and Incentive Fees
The following table presents the accrued carried interest and incentive fee receivables for the Credit Group (in thousands):
 
As of September 30,
 
As of December 31,
 
2019
 
2018
ACE III
$
81,361

 
$
63,338

ACE IV
41,081

 
8,517

CSF III
12,837

 
9,962

ARCC

 
50,246

PCS
44,931

 
21,009

Other credit funds
69,899

 
57,583

Total Credit Group
$
250,109

 
$
210,655

The change in accrued carried interest and incentive fee receivable for the comparative periods was primarily composed of the following: (i) a $91.7 million increase in unrealized carried interest allocation for nine months ended September 30, 2019; (ii) offset by $50.2 million of incentive fees realized in 2018 and not received until the first quarter of 2019; and (iii) offset by foreign currency translation and other adjustments. The following tables presents the components of incentive fees and carried interest allocation for the Credit Group for the three and nine months ended September 30, 2019 and 2018 (in thousands):
 
Three Months Ended September 30, 2019
 
Three Months Ended September 30, 2018
 
Realized
 
Unrealized
 
Net
 
Realized
 
Unrealized
 
Net
ACE III
$

 
$
5,482

 
$
5,482

 
$

 
$
9,777

 
$
9,777

ACE IV

 
14,030

 
14,030

 

 
4,456

 
4,456

CSF III

 
(219
)
 
(219
)
 

 
1,966

 
1,966

PCS

 
7,166

 
7,166

 

 
3,773

 
3,773

Other credit funds
1,037

 
(1,282
)
 
(245
)
 
1,729

 
6,895

 
8,624

Total Credit Group
$
1,037

 
$
25,177

 
$
26,214

 
$
1,729

 
$
26,867

 
$
28,596

 
Nine Months Ended September 30, 2019
 
Nine Months Ended September 30, 2018
 
Realized
 
Unrealized
 
Net
 
Realized
 
Unrealized
 
Net
ACE III
$
4,706

 
$
20,738

 
$
25,444

 
$
15,361

 
$
17,246

 
$
32,607

ACE IV

 
33,731

 
33,731

 

 
4,456

 
4,456

CSF III

 
2,876

 
2,876

 

 
1,691

 
1,691

PCS

 
23,565

 
23,565

 

 
14,447

 
14,447

Other credit funds
34,215

 
10,803

 
45,018

 
33,111

 
551

 
33,662

Total Credit Group
$
38,921

 
$
91,713

 
$
130,634

 
$
48,472

 
$
38,391

 
$
86,863



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Table of Contents

Credit Group—Assets Under Management
The tables below provide rollforwards of AUM for the Credit Group for the three months ended September 30, 2019 and 2018 (in millions):
 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Alternative Credit
 
U.S. Direct Lending
 
European Direct Lending
 
Total Credit Group
Balance at 6/30/2019
$
20,924

 
$
3,494

 
$
2,497

 
$
7,339

 
$
46,292

 
$
24,959

 
$
105,505

Net new par/equity commitments
95

 
49

 
4

 
81

 
146

 
218

 
593

Net new debt commitments
472

 

 

 

 
1,232

 

 
1,704

Distributions
(127
)
 
(201
)
 
(14
)
 
(88
)
 
(564
)
 
(179
)
 
(1,173
)
Change in fund value
(89
)
 
70

 
25

 
(61
)
 
297

 
(569
)
 
(327
)
Balance at 9/30/2019
$
21,275

 
$
3,412

 
$
2,512

 
$
7,271

 
$
47,403

 
$
24,429

 
$
106,302

Average AUM(1)
$
21,100

 
$
3,453

 
$
2,505

 
$
7,305

 
$
46,848

 
$
24,694

 
$
105,905

 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Alternative Credit
 
U.S. Direct Lending
 
European Direct Lending
 
Total Credit Group
Balance at 6/30/2018
$
17,627

 
$
4,381

 
$
2,931

 
$
5,753

 
$
36,838

 
$
19,328

 
$
86,858

Net new par/equity commitments
65

 
68

 
1

 
(626
)
 
2,284

 
1,826

 
3,618

Net new debt commitments
1,082

 

 

 

 
532

 
290

 
1,904

Distributions
(126
)
 
(76
)
 
(132
)
 
(75
)
 
(775
)
 
(350
)
 
(1,534
)
Change in fund value
39

 
76

 
42

 
46

 
352

 
100

 
655

Balance at 9/30/2018
$
18,687

 
$
4,449

 
$
2,842

 
$
5,098

 
$
39,231

 
$
21,194

 
$
91,501

Average AUM(1)
$
18,157

 
$
4,415

 
$
2,887

 
$
5,426

 
$
38,035

 
$
20,261

 
$
89,181

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

The tables below provide rollforwards of AUM for the Credit Group for the nine months ended September 30, 2019 and 2018 (in millions):
 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Alternative Credit
 
U.S. Direct Lending
 
European Direct Lending
 
Total Credit Group
Balance at 12/31/2018
$
18,880

 
$
4,024

 
$
2,761

 
$
5,448

 
$
40,668

 
$
24,055

 
$
95,836

Net new par/equity commitments
929

 
124

 
(70
)
 
2,047

 
1,736

 
741

 
5,507

Net new debt commitments
2,435

 

 

 
75

 
5,160

 
339

 
8,009

Distributions
(1,093
)
 
(1,180
)
 
(385
)
 
(414
)
 
(1,307
)
 
(516
)
 
(4,895
)
Change in fund value
124

 
444

 
206

 
115

 
1,146

 
(190
)
 
1,845

Balance at 9/30/2019
$
21,275

 
$
3,412

 
$
2,512

 
$
7,271

 
$
47,403

 
$
24,429

 
$
106,302

Average AUM(1)
$
20,580

 
$
3,794

 
$
2,558

 
$
6,659

 
$
44,090

 
$
24,499

 
$
102,180

 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Alternative Credit
 
U.S. Direct Lending
 
European Direct Lending
 
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
195

 
268

 
40

 
348

 
6,065

 
9,161

 
16,077

Net new debt commitments
2,656

 

 

 

 
3,457

 
536

 
6,649

Distributions
(706
)
 
(530
)
 
(604
)
 
(152
)
 
(2,105
)
 
(573
)
 
(4,670
)
Change in fund value
12

 
81

 
73

 
111

 
1,174

 
262

 
1,713

Balance at 9/30/2018
$
18,687

 
$
4,449

 
$
2,842

 
$
5,098

 
$
39,231

 
$
21,194

 
$
91,501

Average AUM(1)
$
17,564

 
$
4,511

 
$
3,067

 
$
5,137

 
$
35,317

 
$
16,255

 
$
81,851

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


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Table of Contents

Credit Group—Fee Paying AUM
The tables below provide rollforwards of fee paying AUM for the Credit Group for the three months ended September 30, 2019 and 2018 (in millions):
 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Alternative Credit
 
U.S. Direct Lending
 
European Direct Lending
 
Total Credit Group
FPAUM Balance at 6/30/2019
$
20,195

 
$
3,496

 
$
2,092

 
$
3,828

 
$
24,365

 
$
10,787

 
$
64,763

Commitments
551

 
46

 
3

 
80

 
10

 

 
690

Subscriptions/deployment/increase in leverage
338

 
3

 
8

 
274

 
2,711

 
1,435

 
4,769

Redemptions/distributions/decrease in leverage
(115
)
 
(110
)
 
(30
)
 
(131
)
 
(418
)
 
(167
)
 
(971
)
Change in fund value
(119
)
 
(21
)
 
25

 
(79
)
 
155

 
(231
)
 
(270
)
FPAUM Balance at 9/30/2019
$
20,850

 
$
3,414

 
$
2,098

 
$
3,972

 
$
26,823

 
$
11,824

 
$
68,981

Average FPAUM(1)
$
20,523

 
$
3,455

 
$
2,095

 
$
3,900

 
$
25,594

 
$
11,306

 
$
66,873

 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Alternative Credit
 
U.S. Direct Lending
 
European Direct Lending
 
Total Credit Group
FPAUM Balance at 6/30/2018
$
17,144

 
$
4,380

 
$
2,369

 
$
3,432

 
$
18,633

 
$
7,378

 
$
53,336

Commitments
1,177

 
68

 
1

 

 
21

 

 
1,267

Subscriptions/deployment/increase in leverage

 

 
16

 
283

 
739

 
1,772

 
2,810

Redemptions/distributions/decrease in leverage
(121
)
 
(76
)
 
(55
)
 
(175
)
 
(615
)
 
(562
)
 
(1,604
)
Change in fund value
51

 
76

 
38

 
35

 
(162
)
 
59

 
97

FPAUM Balance at 9/30/2018
$
18,251

 
$
4,448

 
$
2,369

 
$
3,575

 
$
18,616

 
$
8,647

 
$
55,906

Average FPAUM(1)
$
17,698

 
$
4,414

 
$
2,369

 
$
3,504

 
$
18,625

 
$
8,013

 
$
54,623

 
(1) Represents the quarterly average of beginning and ending balances.
The tables below provide rollforwards of fee paying AUM for the Credit Group for the nine months ended September 30, 2019 and 2018 (in millions):
 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Alternative Credit
 
U.S. Direct Lending
 
European Direct Lending
 
Total Credit Group
FPAUM Balance at 12/31/2018
$
18,328

 
$
4,025

 
$
2,196

 
$
2,826

 
$
21,657

 
$
8,815

 
$
57,847

Commitments
3,179

 
121

 
105

 
663

 
30

 

 
4,098

Subscriptions/deployment/increase in leverage
354

 
3

 
31

 
889

 
6,158

 
3,961

 
11,396

Redemptions/distributions/decrease in leverage
(1,014
)
 
(1,088
)
 
(433
)
 
(449
)
 
(1,656
)
 
(786
)
 
(5,426
)
Change in fund value
3

 
353

 
199

 
43

 
634

 
(32
)
 
1,200

Change in fee basis

 

 

 

 

 
(134
)
 
(134
)
FPAUM Balance at 9/30/2019
$
20,850

 
$
3,414

 
$
2,098

 
$
3,972

 
$
26,823

 
$
11,824

 
$
68,981

Average FPAUM(1)
$
19,760

 
$
3,796

 
$
2,112

 
$
3,454

 
$
24,132

 
$
10,377

 
$
63,631

 
Syndicated Loans
 
High Yield
 
Credit Opportunities
 
Alternative Credit
 
U.S. Direct Lending
 
European 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
3,602

 
256

 
4

 
95

 
95

 
30

 
4,082

Subscriptions/deployment/increase in leverage

 
12

 
41

 
432

 
3,113

 
3,128

 
6,726

Redemptions/distributions/decrease in leverage
(687
)
 
(527
)
 
(554
)
 
(464
)
 
(1,751
)
 
(955
)
 
(4,938
)
Change in fund value
89

 
81

 
69

 
78

 
290

 
(14
)
 
593

Change in fee basis
(4
)
 
(3
)
 

 

 

 

 
(7
)
FPAUM Balance at 9/30/2018
$
18,251

 
$
4,448

 
$
2,369

 
$
3,575

 
$
18,616

 
$
8,647

 
$
55,906

Average FPAUM(1)
$
16,560

 
$
4,509

 
$
2,542

 
$
3,489

 
$
18,069

 
$
7,390

 
$
52,559

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

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The components of our AUM, including the portion that is FPAUM, for the Credit Group are presented below as of September 30, 2019 and 2018 (in millions):
CHART-EB1B50FC14DC580FA43.JPG CHART-5C711F53EBE151BAB22.JPG
AUM: $106,302
AUM: $91,501

 
FPAUM
 
AUM not yet earning fees
 
Non-fee paying(1)
 
General partner and affiliates

(1) Includes $7.6 billion and $6.7 billion of AUM of funds for which we indirectly earn management fees as of September 30, 2019 and 2018, respectively.

Credit Group—Fund Performance Metrics as of September 30, 2019
The Credit Group managed 173 funds and accounts as of September 30, 2019. ARCC contributed approximately 51% of the Credit Group’s total management fees for the nine months ended September 30, 2019. In addition to ARCC, five significant funds, ACE III, ACE IV, PCS, Ares Credit Strategies Fund III L.P. (“CSF III”) and Ares Senior Direct Lending Fund L.P. ("SDL"), contributed approximately 16% of the Credit Group’s management fees for the nine months ended September 30, 2019. ACE III and ACE IV focus on direct lending to European middle market companies, and PCS targets junior capital needs of upper middle market companies in North America. CSF III focuses on European and U.S. direct lending strategies. SDL focuses on investing predominantly in directly originated senior secured loans in North America.
We do not present fund performance metrics for significant funds with less than two years of investment performance, which begins from the date of the fund's first investment, 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 that the fund has invested at least 50% of its capital. The following table presents the performance data for our significant non-drawdown fund in the Credit Group as of September 30, 2019 ($ in millions):
 
 
 
 
 
Returns(%)(1)
 
 
 
Year of Inception
 
AUM
 
Current Quarter
 
Year-To-Date
 
Since Inception(2)
 
Primary
Investment Strategy
Fund
 
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
ARCC(3)
2004
 
$
16,977

 
N/A
 
2.4
 
N/A
 
8.4
 
N/A
 
11.8
 
U.S. Direct Lending
 
(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.


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The following table presents the performance data of our significant drawdown funds as of September 30, 2019 ($ 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)
 
CSF III
2010
 
$
1,152

 
$
1,135

 
$
1,209

 
$
617

 
$
1,128

 
$
1,745

 
1.5x
 
1.4x
 
9.1
 
7.8
 
European & U.S. Direct Lending
ACE III(7)
2015
 
4,859

 
2,822

 
2,428

 
535

 
2,501

 
3,036

 
1.3x
 
1.2x
 
13.7
 
10.1
 
European Direct Lending
PCS
2017
 
3,592

 
3,365

 
1,678

 
130

 
1,776

 
1,906

 
1.2x
 
1.1x
 
13.6
 
9.5
 
U.S. Direct Lending
ACE IV Unlevered(8)
2018
 
8,745

 
2,851

 
1,190

 
20

 
1,234

 
1,254

 
1.1x
 
1.1x
 
13.3
 
9.7
 
European Direct Lending
ACE IV Levered(8)
 
 
4,819

 
2,007

 
50

 
2,127

 
2,177

 
1.1x
 
1.1x
 
20.3
 
15.1
 
SDL Unlevered(9)
2018
 
4,202

 
922

 
170

 
3

 
175

 
178

 
1.1x
 
1.0x
 
N/A
 
N/A
 
U.S. Direct Lending
SDL Levered(9)
 
 
2,045

 
377

 
7

 
398

 
405

 
1.1x
 
1.1x
 
N/A
 
N/A
 
 
(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 carried interest. The gross MoIC is before giving effect to management fees, carried interest, other expenses and taxes, as applicable.
(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 carried interest. The net MoIC is after giving effect to management fees, carried interest, as applicable, and other expenses. The funds may utilize a credit facility during the investment period and for general cash management purposes. The net MoIC would have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
(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 carried interest. The cash flow dates used in the gross IRR calculation are based on the actual dates of the cash flows. The gross IRRs are calculated before giving effect to management fees, carried interest, other expenses and taxes, as applicable.
(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 which does not pay management fees or carried interest. 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, carried interest, 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)
ACE III is made up of two feeder funds, one denominated in U.S. dollars and one denominated in Euros. The gross and net IRR and MoIC presented in the chart are for the Euro denominated feeder fund. The gross and net IRR for the U.S. dollar denominated feeder fund are 15.1% and 11.4%, respectively. The gross and net MoIC for the U.S. dollar denominated feeder fund are 1.4x and 1.3x, 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.
(8)
ACE IV is made up of four parallel funds, two denominated in Euros and two denominated in pound sterling: ACE IV (E) Unlevered, ACE IV (G) Unlevered, ACE IV (E) Levered, and ACE IV (G) Levered. The gross and net IRR and MoIC presented in the chart are for ACE IV (E) Unlevered and ACE IV (E) Levered. Metrics for ACE IV (E) Levered are inclusive of a U.S. dollar denominated feeder fund, which has not been presented separately. The gross and net IRR for ACE IV (G) Unlevered are 16.6% and 11.0%, respectively. The gross and net MoIC for ACE IV (G) Unlevered are 1.1x and 1.1.x, respectively. The gross and net IRR for ACE IV (G) Levered are 22.0% and 15.7%, respectively. The gross and net MoIC for ACE IV (G) Levered are 1.1x and 1.1.x, 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 IV Unlevered and ACE IV Levered are for the combined levered and unlevered parallel funds and are converted to U.S. dollars at the prevailing quarter-end exchange rate.
(9)
Given the limited amount of time that has elapsed from the date of the first capital call, gross and net fund-level IRRs for SDL Unlevered and SDL Levered have been omitted as such information would not currently be meaningful for investors.


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Table of Contents

Private Equity Group—Three and Nine Months Ended September 30, 2019 Compared to Three and Nine Months Ended September 30, 2018
Fee Related Earnings:
The following table presents the components of the Private Equity Group's FRE and the changes for the comparative periods ($ in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Management fees
$
54,543

 
$
48,287

 
$
6,256

 
13
 %
 
$
158,101

 
$
147,492

 
$
10,609

 
7
 %
Other fees
141

 
206

 
(65
)
 
(32
)%
 
141

 
883

 
(742
)
 
(84
)%
Compensation and benefits
(19,226
)
 
(17,443
)
 
(1,783
)
 
(10
)%
 
(61,713
)
 
(55,314
)
 
(6,399
)
 
(12
)%
General, administrative and other expenses
(5,532
)
 
(5,866
)
 
334

 
6
 %
 
(14,501
)
 
(14,082
)
 
(419
)
 
(3
)%
Fee Related Earnings
$
29,926

 
$
25,184

 
4,742

 
19
 %
 
$
82,028

 
$
78,979

 
3,049

 
4
 %

Management Fees
The chart below present Private Equity Group management fees and effective management fee rates for the three and nine months ended September 30, 2019 and 2018 ($ in millions):
MDNAMFW2PV2A02.JPG
Our first energy opportunities fund, which launched in the fourth quarter of 2018, generated management fees of $4.8 million and $10.0 million for the three and nine months ended September 30, 2019, respectively, of which $1.5 million and $0.5 million was attributable to one-time catch-up fees for the three and nine month comparative periods, respectively.

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Table of Contents

Compensation and Benefits. Compensation and benefits expenses increased by $1.8 million, or 10%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $6.4 million, or 12%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily driven by higher incentive compensation attributable with improving operating performance and an increase in headcount of 14% for the comparative periods.
Realized Income:
The following table presents the components of the Private Equity Group's RI and the changes for the comparative periods ($ in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Fee Related Earnings
$
29,926

 
$
25,184

 
$
4,742

 
19
 %
 
$
82,028

 
$
78,979

 
$
3,049

 
4
 %
Performance income-realized

 
52,729

 
(52,729
)
 
(100
)%
 
62,492

 
137,542

 
(75,050
)
 
(55
)%
Performance related compensation-realized

 
(42,045
)
 
42,045

 
100
 %
 
(49,993
)
 
(109,916
)
 
59,923

 
55
 %
Realized net performance income

 
10,684

 
(10,684
)
 
(100
)%
 
12,499

 
27,626

 
(15,127
)
 
(55
)%
Investment income-realized
47

 
8,104

 
(8,057
)
 
(99
)%
 
12,013

 
17,791

 
(5,778
)
 
(32
)%
Interest and other investment income-realized
435

 
1,032

 
(597
)
 
(58
)%
 
4,047

 
4,011

 
36

 
1
 %
Interest expense
(1,628
)
 
(1,577
)
 
(51
)
 
(3
)%
 
(6,239
)
 
(4,245
)
 
(1,994
)
 
(47
)%
Realized net investment income (loss)
(1,146
)
 
7,559

 
(8,705
)
 
NM

 
9,821

 
17,557

 
(7,736
)
 
(44
)%
Realized Income
$
28,780

 
$
43,427

 
(14,647
)
 
(34
)%
 
$
104,348

 
$
124,162

 
(19,814
)
 
(16
)%
 
NM - Not meaningful
Realized income for the periods presented was composed of FRE, as explained above, realized net performance income and realized net investment income for the respective periods.
Realized net performance income and realized net investment income for the nine months ended September 30, 2019 were primarily attributable to realizations from ACOF III's partial sales of its positions in Floor & Decor and a real estate development portfolio company and to a dividend from an ACOF III professional service portfolio company.
Realized net performance income and realized net investment income for the three and nine months ended September 30, 2018 were primarily attributable to realizations from the partial monetization of multiple investments held within ACOF III.
Private Equity Group—Carried Interest
The following table presents the accrued carried interest for the Private Equity Group (in thousands):
 
As of September 30,
 
As of December 31,
 
2019
 
2018
ACOF III
$
380,164

 
$
316,377

ACOF IV
285,547

 
183,595

ACOF V
85,774

 

EIF V
14,573

 

First flagship energy opportunities fund
25,996

 

Other funds
7,697

 
6,900

Total Private Equity Group
$
799,751

 
$
506,872


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Table of Contents

The following table presents the components of carried interest allocation for the Private Equity Group for the three and nine months ended September 30, 2019 and 2018 (in thousands):
 
Three Months Ended September 30, 2019
 
Three Months Ended September 30, 2018
 
Realized
 
Unrealized
 
Net
 
Realized
 
Unrealized
 
Net
ACOF III
$

 
$
45,693

 
$
45,693

 
$
52,729

 
$
(145,262
)
 
$
(92,533
)
ACOF IV

 
(1,746
)
 
(1,746
)
 

 
35,507

 
35,507

ACOF V

 
85,774

 
85,774

 

 

 

EIF V

 
(1,121
)
 
(1,121
)
 

 

 

First flagship energy opportunities fund

 
14,963

 
14,963

 

 

 

Other funds

 
2,780

 
2,780

 

 
731

 
731

Total Private Equity Group
$

 
$
146,343

 
$
146,343

 
$
52,729

 
$
(109,024
)
 
$
(56,295
)
 
Nine Months Ended September 30, 2019
 
Nine Months Ended September 30, 2018
 
Realized
 
Unrealized
 
Net
 
Realized
 
Unrealized
 
Net
ACOF III
$
64,665

 
$
63,787

 
$
128,452

 
$
135,938

 
$
(204,846
)
 
$
(68,908
)
ACOF IV

 
101,952

 
101,952

 
1,604

 
2,357

 
3,961

ACOF V

 
85,774

 
85,774

 

 

 

EIF V

 
14,573

 
14,573

 

 
(16,215
)
 
(16,215
)
First flagship energy opportunities fund

 
25,996

 
25,996

 

 

 

Other funds
(2,173
)
 
877

 
(1,296
)
 

 
(2,859
)
 
(2,859
)
Total Private Equity Group
$
62,492

 
$
292,959

 
$
355,451

 
$
137,542

 
$
(221,563
)
 
$
(84,021
)

Private Equity Group—Assets Under Management
The tables below provide rollforwards of AUM for the Private Equity Group for the three months ended September 30, 2019 and 2018 (in millions):
 
Corporate Private Equity
 
Infrastructure & Power
 
Special Opportunities
 
Energy Opportunities
 
Total Private Equity Group
Balance at 6/30/2019
$
17,421

 
$
3,557

 
$
2,872

 
$
885

 
$
24,735

Net new equity commitments
100

 

 
4

 
163

 
267

Net new debt commitments

 

 
25

 

 
25

Distributions
(38
)
 
(42
)
 

 

 
(80
)
Change in fund value
466

 
3

 
23

 
76

 
568

Balance at 9/30/2019
$
17,949

 
$
3,518

 
$
2,924

 
$
1,124

 
$
25,515

Average AUM(1)
$
17,685

 
$
3,538

 
$
2,898

 
$
1,005

 
$
25,126

 
Corporate Private Equity
 
Infrastructure & Power
 
Special Opportunities
 
Total Private Equity Group
Balance at 6/30/2018
$
18,086

 
$
3,983

 
$
1,533

 
$
23,602

Net new debt commitments

 

 
100

 
100

Distributions
(312
)
 
(204
)
 
(7
)
 
(523
)
Change in fund value
(291
)
 
75

 
28

 
(188
)
Balance at 9/30/2018
$
17,483

 
$
3,854

 
$
1,654

 
$
22,991

Average AUM(1)
$
17,785

 
$
3,919

 
$
1,594

 
$
23,298

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

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Table of Contents

The tables below provide rollforwards of AUM for the Private Equity Group for the nine months ended September 30, 2019 and 2018 (in millions):
 
Corporate Private Equity
 
Infrastructure & Power
 
Special Opportunities
 
Energy Opportunities
 
Total Private Equity Group
Balance at 12/31/2018
$
17,159

 
$
3,842

 
$
1,733

 
$
753

 
$
23,487

Net new equity commitments
(25
)
 

 
1,076

 
244

 
1,295

Net new debt commitments

 

 
25

 

 
25

Distributions
(986
)
 
(250
)
 
(43
)
 
(1
)
 
(1,280
)
Change in fund value
1,801

 
(74
)
 
133

 
128

 
1,988

Balance at 9/30/2019
$
17,949

 
$
3,518

 
$
2,924

 
$
1,124

 
$
25,515

Average AUM(1)
$
17,512

 
$
3,627

 
$
2,334

 
$
906

 
$
24,379


 
Corporate Private Equity
 
Infrastructure & Power
 
Special Opportunities
 
Total Private Equity Group
Balance at 12/31/2017
$
18,557

 
$
4,423

 
$
1,550

 
$
24,530

Net new equity commitments
13

 
350

 

 
363

Net new debt commitments

 

 
100

 
100

Distributions
(821
)
 
(966
)
 
(56
)
 
(1,843
)
Change in fund value
(266
)
 
47

 
60

 
(159
)
Balance at 9/30/2018
$
17,483

 
$
3,854

 
$
1,654

 
$
22,991

Average AUM(1)
$
18,214

 
$
4,080

 
$
1,563

 
$
23,857

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

Private Equity Group—Fee Paying AUM
The tables below provide rollforwards of fee paying AUM for the Private Equity Group for the three months ended September 30, 2019 and 2018 (in millions):
 
Corporate Private Equity
 
Infrastructure & Power
 
Special Opportunities
 
Energy Opportunities
 
Total Private Equity Group
FPAUM Balance at 6/30/2019
$
11,570

 
$
3,409

 
$
1,446

 
$
763

 
$
17,188

Commitments

 

 

 
161

 
161

Subscriptions/deployment/increase in leverage
27

 
23

 
124

 

 
174

Change in fund value
(4
)
 

 

 

 
(4
)
Change in fee basis
(526
)
 

 
(73
)
 

 
(599
)
FPAUM Balance at 9/30/2019
$
11,067

 
$
3,432

 
$
1,497

 
$
924

 
$
16,920

Average FPAUM(1)
$
11,319

 
$
3,421

 
$
1,472

 
$
844

 
$
17,056

 
Corporate Private Equity
 
Infrastructure & Power
 
Special Opportunities
 
Total Private Equity Group
FPAUM Balance at 6/30/2018
$
12,127

 
$
3,517

 
$
945

 
$
16,589

Subscriptions/deployment/increase in leverage

 

 
215

 
215

Redemptions/distributions/decrease in leverage
(13
)
 
(53
)
 
(4
)
 
(70
)
Change in fund value
(4
)
 

 

 
(4
)
Change in fee basis

 

 
(106
)
 
(106
)
FPAUM Balance at 9/30/2018
$
12,110

 
$
3,464

 
$
1,050

 
$
16,624

Average FPAUM(1)
$
12,119

 
$
3,491

 
$
998

 
$
16,608

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

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The tables below provide rollforwards of fee paying AUM for the Private Equity Group for the nine months ended September 30, 2019 and 2018 (in millions):
 
Corporate Private Equity
 
Infrastructure & Power
 
Special Opportunities
 
Energy Opportunities
 
Total Private Equity Group
FPAUM Balance at 12/31/2018
$
11,716

 
$
3,472

 
$
1,201

 
$
682

 
$
17,071

Commitments

 

 

 
242

 
$
242

Subscriptions/deployment/increase in leverage
227

 
70

 
378

 

 
$
675

Redemptions/distributions/decrease in leverage
(351
)
 
(110
)
 
(9
)
 

 
$
(470
)
Change in fund value
1

 

 

 

 
$
1

Change in fee basis
(526
)
 

 
(73
)
 

 
$
(599
)
FPAUM Balance at 9/30/2019
$
11,067

 
$
3,432

 
$
1,497

 
$
924

 
$
16,920

Average FPAUM(1)
$
11,500

 
$
3,432

 
$
1,370

 
$
823

 
$
17,125

 
Corporate Private Equity
 
Infrastructure & Power
 
Special Opportunities
 
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

 
432

 
589

Redemptions/distributions/decrease in leverage
(93
)
 
(939
)
 
(54
)
 
(1,086
)
Change in fund value
(6
)
 

 
12

 
6

Change in fee basis

 

 
(106
)
 
(106
)
FPAUM Balance at 9/30/2018
$
12,110

 
$
3,464

 
$
1,050

 
$
16,624

Average FPAUM(1)
$
12,104

 
$
3,659

 
$
922

 
$
16,685

 
(1) Represents the quarterly average of beginning and ending balances.
The components of our AUM, including the portion that is FPAUM, for the Private Equity Group are presented below as of September 30, 2019 and 2018 (in millions):
CHART-46FDAF6FAAAF51BA9D6.JPG CHART-8D1C7007FFD6522E9F2.JPG
AUM: $25,515
AUM: $22,991
 
FPAUM
 
Non-fee paying
 
AUM not yet earning fees
 
General partner and affiliates





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Private Equity Group—Fund Performance Metrics as of September 30, 2019
The Private Equity Group managed 23 commingled funds and related co-investment vehicles as of September 30, 2019. Our significant funds combined for approximately 94% of the Private Equity Group’s management fees for the nine months ended September 30, 2019. 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 opportunities funds invest opportunistically across a broad spectrum of distressed or mispriced investments. Our infrastructure and power funds focus on generating long-term, stable cash-flowing investments in the power generation, transmission and midstream energy sector. Our energy opportunities fund targets investments in the energy industry where its flexible capital can provide attractive risk-adjusted returns while mitigating commodity risk. ACOF III, ACOF IV, U.S. Power Fund IV ("USPF IV") and Ares Special Situations Fund IV, L.P. ("SSF IV") are in harvest mode, meaning they are generally not seeking to deploy capital into new investment opportunities, while ACOF V, EIF V and the first flagship energy opportunities fund are in deployment mode.
We do not present fund performance metrics for significant funds with less than two years of investment performance, which begins from the date of the fund's first investment, 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 that the fund has invested at least 50% of its capital.

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The following table presents the performance data as of September 30, 2019 for our significant funds in the Private Equity Group, all of which are drawdown funds ($ 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)
 
ACOF III
2008
 
$
3,155

 
$
3,510

 
$
3,908

 
$
7,659

 
$
2,893

 
$
10,552

 
2.7x
 
2.3x
 
29.1

 
20.9

 
Corporate Private Equity
USPF IV
2010
 
1,618

 
1,688

 
2,120

 
1,227

 
1,581

 
2,808

 
1.3x
 
1.2x
 
8.4

 
5.0

 
Infrastructure and Power
ACOF IV
2012
 
5,625

 
4,700

 
4,180

 
2,709

 
4,882

 
7,591

 
1.8x
 
1.6x
 
18.3

 
11.8

 
Corporate Private Equity
EIF V
2015
 
855

 
801

 
794

 
275

 
690

 
965

 
1.2x
 
1.1x
 
14.3

 
8.0

 
Infrastructure and Power
SSF IV(7)
2015
 
1,545

 
1,515

 
3,050

 
1,676

 
1,341

 
3,017

 
1.0x
 
0.9x
 
(1.0
)
 
(2.9
)
 
Special Opportunities
ACOF V
2017
 
8,420

 
7,850

 
5,669

 
186

 
6,481

 
6,667

 
1.2x
 
1.1x
 
15.8

 
8.0

 
Corporate Private Equity
First flagship energy opportunities fund
2018
 
1,125

 
1,000

 
733

 
6

 
902

 
908

 
1.2x
 
1.1x
 
N/A

 
N/A

 
Energy Opportunities
 
(1)
Realized proceeds represent the sum of all cash dividends, interest income, other fees and cash proceeds from realizations of interests in portfolio investments. Realized proceeds exclude any proceeds related to bridge financings.
(2)
Unrealized value represents the fair market value of remaining investments. Unrealized value does not take into account any bridge financings. 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, carried interest, other expenses and taxes, as applicable. The gross MoIC for the corporate private equity funds is also calculated before giving effect to any bridge financings. Inclusive of bridge financings, gross MoIC would be 1.7x for ACOF IV and 1.2x for ACOF V.
(4)
The net MoIC for the infrastructure and power and SSF IV 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 interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or performance fees. The net MoIC is after giving effect to management fees, carried interest, as applicable, and other expenses. The funds may utilize a credit facility during the investment period and for general cash management purposes. The net MoIC would have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
(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. For SSF IV, cash flows used in the gross IRR calculation are based on the actual dates of the cash flows. For all other funds, cash flows are assumed to occur at month-end. The gross IRRs are calculated before giving effect to management fees, carried interest, other expenses and taxes, as applicable. The gross IRR for the corporate private equity funds is also calculated before giving effect to any bridge financings. Inclusive of bridge financings, the gross IRR would be 18.2% for ACOF IV and 15.3% for ACOF V.
(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 which does not pay management fees or carried interest. 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, carried interest 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. The funds may utilize a credit facility during the investment period and for general cash management purposes. Net fund-level IRRs would have generally been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
(7)
In January 2017, a new team assumed portfolio management of SSF IV. In addition to presenting the cumulative performance measure for 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 internal rates of return of 10.8% and 7.1% through September 30, 2019, respectively. The IRR is an annualized since inception 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. Cash flows used in the IRRs calculations are based on the actual dates of the cash flows. The gross IRRs are calculated before giving effect to management fees, carried interest, other expenses and taxes, as applicable. The net IRRs are calculated after giving effect to estimated management fees, carried interest and other expenses.

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Real Estate Group—Three and Nine Months Ended September 30, 2019 Compared to Three and Nine Months Ended September 30, 2018
Fee Related Earnings:
The following table presents the components of the Real Estate Group's FRE and the changes for the comparative periods ($ in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Management fees
$
26,988

 
$
19,961

 
$
7,027

 
35
 %
 
$
67,408

 
$
52,272

 
$
15,136

 
29
 %
Other fees
28

 
10

 
18

 
180
 %
 
709

 
20

 
689

 
NM

Compensation and benefits
(14,523
)
 
(10,733
)
 
(3,790
)
 
(35
)%
 
(35,735
)
 
(27,140
)
 
(8,595
)
 
(32
)%
General, administrative and other expenses
(3,341
)
 
(2,856
)
 
(485
)
 
(17
)%
 
(9,996
)
 
(7,679
)
 
(2,317
)
 
(30
)%
Fee Related Earnings
$
9,152

 
$
6,382

 
2,770

 
43
 %
 
$
22,386

 
$
17,473

 
4,913

 
28
 %
 
NM - Not meaningful
Management Fees
The chart below present Real Estate Group management fees and effective management fee rates for the three and nine months ended September 30, 2019 and 2018 ($ in millions):
MDNAMFW2RV2A02.JPG
Ares European Real Estate Fund V SCSp (“EF V”), which launched in the first quarter of 2018, generated additional management fees of $8.4 million and $19.3 million for the three and nine month comparative periods, respectively, of which $7.0 million and $8.2 million were attributable to one-time catch up fees for the three and nine month comparative periods, respectively,

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from additional capital commitments to the fund during the three and nine months ended September 30, 2019. Conversely, multiple property sales held within several of our real estate equity funds resulted in decreases in management fees of $2.3 million and $6.2 million for the three and nine month comparative periods, respectively.
The increases in effective management fee rates between periods were primarily due to deployment of capital within the most recent vintages of our real estate equity funds. Our latest U.S. and European real estate equity funds pay a fixed fee on committed capital and then an additional fee on invested capital. As a result, our effective fee rate decreases temporarily immediately following capital raising and increases as capital is subsequently deployed.
Compensation and Benefits.  Compensation and benefits expenses increased by $3.8 million, or 35%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $8.6 million, or 32%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily driven by higher incentive compensation attributable with improving operating performance for the comparative periods.
General, Administrative and Other Expenses. General, administrative and other expenses increased by $2.3 million, or 30%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. General, administrative and other expenses will generally fluctuate with the volume of new fund launches which increased during the comparative periods.
Realized Income:
The following table presents the components of the Real Estate Group's RI and the changes for the comparative periods ($ in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Fee Related Earnings
$
9,152

 
$
6,382

 
$
2,770

 
43
 %
 
$
22,386

 
$
17,473

 
$
4,913

 
28
 %
Performance income-realized
6,277

 
17,110

 
(10,833
)
 
(63
)%
 
10,468

 
31,269

 
(20,801
)
 
(67
)%
Performance related compensation-realized
(1,412
)
 
(16,865
)
 
15,453

 
92
 %
 
(3,638
)
 
(25,079
)
 
21,441

 
85
 %
Realized net performance income
4,865

 
245

 
4,620

 
NM

 
6,830

 
6,190

 
640

 
10
 %
Investment income-realized
2,015

 
6,846

 
(4,831
)
 
(71
)%
 
7,041

 
9,946

 
(2,905
)
 
(29
)%
Interest and other investment income-realized
1,588

 
486

 
1,102

 
227
 %
 
4,812

 
1,370

 
3,442

 
251
 %
Interest expense
(967
)
 
(417
)
 
(550
)
 
(132
)%
 
(3,136
)
 
(1,289
)
 
(1,847
)
 
(143
)%
Realized net investment income
2,636

 
6,915

 
(4,279
)
 
(62
)%
 
8,717

 
10,027

 
(1,310
)
 
(13
)%
Realized Income
$
16,653

 
$
13,542

 
3,111

 
23
 %
 
$
37,933

 
$
33,690

 
4,243

 
13
 %
 
NM - Not Meaningful
Realized income for the periods presented was composed of FRE, as explained above, realized net performance income and realized net investment income for the respective periods.
Realized net performance income for the three months ended September 30, 2019 was primarily attributable to the monetization of a property held within a certain U.S. equity real estate fund. Realized net performance income for the nine months ended September 30, 2019 was primarily attributable to tax distributions received from a certain U.S. equity real estate fund and from the monetization of several properties held within a certain European equity real estate fund and two U.S. equity real estate funds. Realized net performance income for the nine months ended September 30, 2018 was primarily attributable to tax distributions received from EF IV.
Realized net investment income for the three and nine months ended September 30, 2019 was primarily attributable to sales of multiple properties held within various U.S. real estate equity funds resulting in realized gains from our investments in these funds and to interest income from our investment in a U.S. real estate equity fund that was made in the fourth quarter of 2018. Realized net investment income for the three and nine months ended September 30, 2018 was primarily attributable to sales of multiple properties held within Ares US Real Estate Fund VIII, L.P. ("US VIII") and within various other U.S. real estate equity funds resulting in net realized gains from our investments in these funds.

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Real Estate Group— Carried Interest and Incentive Fees
The following table presents the accrued carried interest and incentive fee receivables for the Real Estate Group (in thousands):
 
As of September 30,
 
As of December 31,
 
2019
 
2018
US VIII
$
61,123

 
$
50,847

US IX
144

 

EF IV
72,760

 
65,166

Other real estate funds
66,304

 
57,236

Subtotal
200,331

 
173,249

Other fee generating funds(1)
8,325

 
12,197

Total Real Estate Group
$
208,656

 
$
185,446

 
 
(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 change in accrued carried interest and incentive fee receivable for the comparative periods was composed of the following: (i) a $41.7 million increase in unrealized carried interest allocation for the nine months ended September 30, 2019; (ii) offset by $16.9 million of carried interest allocation realized in 2018 and not received until the first quarter of 2019; and (iii) offset by foreign currency translation and other adjustments.
The following table presents the components of incentive fees and carried interest allocation for the Real Estate Group for the three and nine months ended September 30, 2019 and 2018 (in thousands):
 
Three Months Ended September 30, 2019
 
Three Months Ended September 30, 2018
 
Realized
 
Unrealized
 
Net
 
Realized
 
Unrealized
 
Net
US VIII
$

 
$
3,069

 
$
3,069

 
$

 
$
5,545

 
$
5,545

US IX

 
144

 
144

 

 

 

EF IV

 
6,953

 
6,953

 

 
12,520

 
12,520

Other real estate funds
2,318

 
3,473

 
5,791

 
17,110

 
25,299

 
42,409

Subtotal
2,318


13,639


15,957

 
17,110

 
43,364

 
60,474

Other fee generating funds(1)
3,959

 
(3,985
)
 
(26
)
 

 
794

 
794

Total Real Estate Group
$
6,277


$
9,654


$
15,931

 
$
17,110


$
44,158


$
61,268

 
Nine Months Ended September 30, 2019
 
Nine Months Ended September 30, 2018
 
Realized
 
Unrealized
 
Net
 
Realized
 
Unrealized
 
Net
US VIII
$

 
$
10,276

 
$
10,276

 
$

 
$
10,310

 
$
10,310

US IX

 
144

 
144

 

 

 

EF IV

 
8,025

 
8,025

 
12,396

 
13,624

 
26,020

Other real estate funds
6,042

 
27,166

 
33,208

 
18,352

 
32,746

 
51,098

Subtotal
6,042

 
45,611

 
51,653

 
30,748

 
56,680

 
87,428

Other fee generating funds(1)
4,426

 
(3,872
)
 
554

 
521

 
(732
)
 
(211
)
Total Real Estate Group
$
10,468

 
$
41,739

 
$
52,207

 
$
31,269

 
$
55,948

 
$
87,217

 
(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—Assets Under Management
The tables below provide rollforwards of AUM for the Real Estate Group for the three months ended September 30, 2019 and 2018 (in millions):
 
Real Estate Equity - U.S.
 
Real Estate Equity - Europe
 
Real Estate Debt
 
Total Real Estate Group
Balance at 6/30/2019
$
3,504

 
$
4,182

 
$
4,182

 
$
11,868

Net new equity commitments
8

 
496

 
449

 
953

Distributions
(207
)
 
(112
)
 
(12
)
 
(331
)
Change in fund value
50

 
(71
)
 
12

 
(9
)
Balance at 9/30/2019
$
3,355

 
$
4,495

 
$
4,631

 
$
12,481

Average AUM(1)
$
3,430

 
$
4,339

 
$
4,407

 
$
12,176

 
Real Estate Equity - U.S.
 
Real Estate Equity - Europe
 
Real Estate Debt
 
Total Real Estate Group
Balance at 6/30/2018
$
4,554

 
$
3,351

 
$
3,005

 
$
10,910

Net new equity commitments
55

 
315

 

 
370

Distributions
(832
)
 
(26
)
 
(8
)
 
(866
)
Change in fund value
131

 
32

 
10

 
173

Balance at 9/30/2018
$
3,908

 
$
3,672

 
$
3,007

 
$
10,587

Average AUM(1)
$
4,231

 
$
3,512

 
$
3,006

 
$
10,749

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

The tables below provide rollforwards of AUM for the Real Estate Group for the nine months ended September 30, 2019 and 2018 (in millions):
 
Real Estate Equity - U.S.
 
Real Estate Equity - Europe
 
Real Estate Debt
 
Total Real Estate Group
Balance at 12/31/2018
$
4,163

 
$
3,711

 
$
3,466

 
$
11,340

Net new equity commitments
(64
)
 
966

 
667

 
1,569

Net new debt commitments

 

 
583

 
583

Distributions
(995
)
 
(204
)
 
(120
)
 
(1,319
)
Change in fund value
251

 
22

 
35

 
308

Balance at 9/30/2019
$
3,355

 
$
4,495

 
$
4,631

 
$
12,481

Average AUM(1)
$
3,729

 
$
4,071

 
$
4,075

 
$
11,875

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

 
$
2,704

 
$
2,947

 
$
10,229

Net new equity commitments
198

 
1,280

 
55

 
1,533

Distributions
(1,098
)
 
(275
)
 
(24
)
 
(1,397
)
Change in fund value
230

 
(37
)
 
29

 
222

Balance at 9/30/2018
$
3,908

 
$
3,672

 
$
3,007

 
$
10,587

Average AUM(1)
$
4,386

 
$
3,279

 
$
2,991

 
$
10,656

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



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Real Estate Group—Fee Paying AUM
The tables below provide rollforwards of fee paying AUM for the Real Estate Group for the three months ended September 30, 2019 and 2018 (in millions):
 
Real Estate Equity - U.S.
 
Real Estate Equity - Europe
 
Real Estate Debt
 
Total Real Estate Group
FPAUM Balance at 6/30/2019
$
2,628

 
$
3,638

 
$
1,197

 
$
7,463

Commitments

 
426

 

 
426

Subscriptions/deployment/increase in leverage
31

 
99

 
145

 
275

Redemptions/distributions/decrease in leverage
(95
)
 
(53
)
 
(86
)
 
(234
)
Change in fund value
(3
)
 
(102
)
 
9

 
(96
)
Change in fee basis
(221
)
 
(197
)
 

 
(418
)
FPAUM Balance at 9/30/2019
$
2,340

 
$
3,811

 
$
1,265

 
$
7,416

Average FPAUM(1)
$
2,484

 
$
3,725

 
$
1,231

 
$
7,440

 
Real Estate Equity - U.S.
 
Real Estate Equity - Europe
 
Real Estate Debt
 
Total Real Estate Group
FPAUM Balance at 6/30/2018
$
3,059

 
$
2,862

 
$
1,042

 
$
6,963

Commitments
54

 
315

 

 
369

Subscriptions/deployment/increase in leverage
10

 
14

 

 
24

Redemptions/distributions/decrease in leverage
(349
)
 

 
(111
)
 
(460
)
Change in fund value

 
(6
)
 
10

 
4

Change in fee basis
(66
)
 

 

 
(66
)
FPAUM Balance at 9/30/2018
$
2,708

 
$
3,185

 
$
941

 
$
6,834

Average FPAUM(1)
$
2,884

 
$
3,024

 
$
992

 
$
6,900

 
(1) Represents the quarterly average of beginning and ending balances.
The tables below provide rollforwards of fee paying AUM for the Real Estate Group for the nine months ended September 30, 2019 and 2018 (in millions):
 
Real Estate Equity - U.S.
 
Real Estate Equity - Europe
 
Real Estate Debt
 
Total Real Estate Group
FPAUM Balance at 12/31/2018
$
2,739

 
$
3,269

 
$
944

 
$
6,952

Commitments

 
790

 

 
790

Subscriptions/deployment/increase in leverage
186

 
187

 
462

 
835

Redemptions/distributions/decrease in leverage
(361
)
 
(111
)
 
(173
)
 
(645
)
Change in fund value
(3
)
 
(127
)
 
32

 
(98
)
Change in fee basis
(221
)
 
(197
)
 

 
(418
)
FPAUM Balance at 9/30/2019
$
2,340

 
$
3,811

 
$
1,265

 
$
7,416

Average FPAUM(1)
$
2,583

 
$
3,509

 
$
1,110

 
$
7,202

 
Real Estate Equity - U.S.
 
Real Estate Equity - Europe
 
Real Estate Debt
 
Total Real Estate Group
FPAUM Balance at 12/31/2017
$
3,062

 
$
2,064

 
$
1,063

 
$
6,189

Commitments
180

 
1,052

 

 
1,232

Subscriptions/deployment/increase in leverage
61

 
353

 
26

 
440

Redemptions/distributions/decrease in leverage
(497
)
 
(83
)
 
(178
)
 
(758
)
Change in fund value
4

 
(34
)
 
30

 

Change in fee basis
(102
)
 
(167
)
 

 
(269
)
FPAUM Balance at 9/30/2018
$
2,708

 
$
3,185

 
$
941

 
$
6,834

Average FPAUM(1)
$
2,959

 
$
2,710

 
$
1,015

 
$
6,684

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

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The components of our AUM, including the portion that is FPAUM, for the Real Estate Group are presented below as of September 30, 2019 and 2018 (in millions):
CHART-4A8C4C6F085352F6ABC.JPG CHART-B08A7A436A68550DB0E.JPG
AUM: $12,481
AUM: $10,587
 
FPAUM
 
Non-fee paying
 
AUM not yet earning fees
 
General partner and affiliates



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Real Estate Group—Fund Performance Metrics as of September 30, 2019
The Real Estate Group managed 46 funds as of September 30, 2019. Our significant funds in the Real Estate Group combined for approximately 68% of the Real Estate Group’s management fees for the nine months ended September 30, 2019. EF IV and EF V are commingled funds focused on real estate assets located in Europe, primarily in the United Kingdom, France and Germany. Ares US Real Estate Fund IX, L.P. ("US IX") is a commingled equity fund focused on real estate assets located in United States. EF IV is in harvest mode, meaning it is generally not seeking to deploy capital into new investment opportunities, while US IX and EF V are in deployment mode.
We do not present fund performance metrics for significant funds with less than two years of investment performance, which begins from the date of the fund's first investment, 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 that the fund has invested at least 50% of its capital.
The following table presents the performance data as of September 30, 2019 for our significant funds in the Real Estate Group, all of which are drawdown funds ($ 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
 
$
1,029

 
$
1,302

 
$
1,087

 
$
821

 
$
881

 
$
1,702

 
1.6x
 
1.3x
 
19.2
 
13.5
 
European Real Estate Equity
US IX
2017
 
1,035

 
1,040

 
687

 
26

 
680

 
706

 
1.1x
 
1.0x
 
N/A
 
N/A
 
U.S. Real Estate Equity
EF V(8)
2018
 
1,921

 
1,968

 
339

 
41

 
336

 
377

 
1.1x
 
1.0x
 
N/A
 
N/A
 
European Real Estate Equity
 
(1)
Realized proceeds include distributions of operating income, sales and financing proceeds received.
(2)
Unrealized value represents the fair 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, carried interest, other expenses and taxes, as applicable.
(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 which does not pay management fees, carried interest or has such fees rebated outside of the fund. The net MoIC is after giving effect to management fees, carried interest as applicable and other expenses. Net fund-level MoICs would generally likely have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
(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, carried interest, other expenses and taxes, as applicable.
(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, exclude interests attributable to the non fee-paying partners and/or the general partner which does not pay management fees or carried interest 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, carried interest 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 generally 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 Euro denominated parallel fund. The gross and net IRRs for the U.S. dollar denominated parallel fund are 18.8% and 13.5%, respectively. The gross and net MoIC for the U.S. dollar denominated parallel fund are 1.6x and 1.3x, 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)
EF V is made up of two parallel funds, one denominated in U.S. dollars and one denominated in Euros. The gross MoIC presented in the chart is for the Euro denominated parallel fund. The gross and net MoIC for the U.S. dollar denominated parallel fund are 1.1x and 1.0x, 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 V 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—Three and Nine Months Ended September 30, 2019 Compared to Three and Nine Months Ended September 30, 2018
Fee Related Earnings:
The following table presents the components of the OMG's FRE and the changes for the comparative periods ($ in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Compensation and benefits
$
(34,061
)
 
$
(31,957
)
 
$
(2,104
)
 
(7
)%
 
$
(100,716
)
 
$
(92,829
)
 
$
(7,887
)
 
(8
)%
General, administrative and other expenses
(21,405
)
 
(18,102
)
 
(3,303
)
 
(18
)%
 
(61,911
)
 
(55,729
)
 
(6,182
)
 
(11
)%
Fee Related Earnings
$
(55,466
)
 
$
(50,059
)
 
(5,407
)
 
(11
)%
 
$
(162,627
)
 
$
(148,558
)
 
(14,069
)
 
(9
)%

Compensation and Benefits.  Compensation and benefits expenses increased by $2.1 million, or 7%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $7.9 million, or 8%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily driven by higher incentive compensation attributable to improving operating performance and by headcount growth for the comparative periods. Significant headcount growth was principally due to the expansion of our business operations teams as we have launched a new office in India to internalize certain business functions that will reduce expenses of professional service providers reflected within general, administrative and other expenses.
General, Administrative and Other Expenses. General, administrative and other expenses increased by $3.3 million, or 18%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and by $6.2 million, or 11%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increases were primarily driven by higher occupancy and overhead costs from headcount growth and by initiatives focused on improving the scalability and efficiency of our business support functions through automation and centralization of certain activities.

Realized Income:
The following table presents the components of the OMG's RI and the changes for the comparative periods ($ in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
2019
 
2018
 
$ Change
 
% Change
Fee Related Earnings
$
(55,466
)
 
$
(50,059
)
 
$
(5,407
)
 
(11
)%
 
$
(162,627
)
 
$
(148,558
)
 
$
(14,069
)
 
(9
)%
Investment income-realized

 
22

 
(22
)
 
(100
)%
 

 
1,658

 
(1,658
)
 
(100
)%
Interest and other investment income (loss)-realized
(11
)
 
442

 
(453
)
 
NM

 
(13
)
 
2,178

 
(2,191
)
 
NM

Interest expense
(535
)
 
(622
)
 
87

 
14
 %
 
(1,330
)
 
(1,758
)
 
428

 
24
 %
Realized net investment income (loss)
(546
)
 
(158
)
 
(388
)
 
NM

 
(1,343
)
 
2,078

 
(3,421
)
 
NM

Realized Income
$
(56,012
)
 
$
(50,217
)
 
(5,795
)
 
(12
)%
 
$
(163,970
)
 
$
(146,480
)
 
(17,490
)
 
(12
)%
 
NM - Not Meaningful

Realized income for the periods presented was composed of FRE, as explained above, and realized net investment income for the respective periods.
Realized net investment income decreased from $2.1 million for the nine months ended September 30, 2018 to realized net investment loss of $1.3 million for the nine months ended September 30, 2019. We recorded realized gains from our non–core energy investments in the prior year period that did not recur as the investments were sold in the fourth quarter of 2018.


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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 September 30, 2019, our cash and cash equivalents were $152.2 million and we had no borrowings outstanding under our Credit Facility. Our ability to draw from the Credit Facility is subject to a leverage covenant. 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 (1) provide capital to facilitate the growth of our existing investment management businesses, (2) fund our investment commitments, (3) provide capital to facilitate our expansion into businesses that are complementary to our existing investment management businesses as well as other strategic growth initiatives, (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 Class A common stockholders and the Series A Preferred stockholders in accordance with our dividend policy.

In the normal course of business, we intend to pay dividends based on our expected fee related earnings. If cash flow from operations were insufficient to fund dividends over a sustained period of time, we expect that we would suspend or reduce paying such dividends. Unless quarterly dividends have been declared and paid (or declared and set apart for payment) on the Series A Preferred Stock, we may not declare or pay or set apart payment for dividends on any shares of our Class A common stock during the period. Dividends on Series A Preferred Stock are not cumulative and the Series A Preferred Stock is not convertible into our Class A common stock or any other security.
In February 2019, our board of directors authorized the repurchase of up to $150 million of shares of our Class A common stock. Under this stock repurchase program, shares may be repurchased from time to time in open market purchases, privately negotiated transactions or otherwise, including in reliance on Rule 10b5-1 of the Securities Act. The program is scheduled to expire in February 2020. Repurchases under the program depend on the prevailing market conditions and other factors.
During the three months ended September 30, 2019, we did not repurchase any shares as part of the stock repurchase program. During the nine months ended September 30, 2019, we repurchased 0.4 million shares at a total cost of $10.4 million. As of September 30, 2019, the amount remaining available for repurchases under the program was $139.6 million.
On September 20, 2019, we sold 7,000,000 shares of our Class A common stock in an underwritten public offering from which we received $207.3 million in gross proceeds. We incurred approximately $0.6 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.

Our accrued carried interest and incentive fee receivable by segment as of September 30, 2019 is set forth below (in thousands):
 
Accrued Carried Interest & Incentive Fee Receivable
Credit Group
$
250,109

Private Equity Group
799,751

Real Estate Group
200,331

Total
$
1,250,191


Our condensed consolidated financial statements reflect the cash flows of our operating businesses as well as those 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, (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

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cash to investors. Our Consolidated Funds are treated as investment companies for financial accounting purposes under GAAP; therefore, the character and classification of all Consolidated Fund transactions are presented as cash flows from operations. Liquidity available at our Consolidated Funds is typically not available for corporate liquidity needs, and debt of the Consolidated Funds is non–recourse to the Company except to the extent of the Company's investment in the fund.
Cash Flows
The table below summarizes our condensed consolidated statements of cash flows by activity attributable to the Company and to our Consolidated Funds. Negative amounts represent a net outflow or use of cash (in thousands).
 
For the Nine Months Ended September 30,
 
2019
 
2018
Net cash provided by the Company's operating activities
$
325,225

 
$
471,053

Net cash used in the Consolidated Funds' operating activities
(2,005,309
)
 
(2,194,267
)
Net cash used in operating activities
(1,680,084
)
 
(1,723,214
)
Net cash used in the Company's investing activities
(12,073
)
 
(14,437
)
Net cash used in the Company's financing activities
(245,492
)
 
(439,915
)
Net cash provided by the Consolidated Funds' financing activities
1,996,160

 
2,172,917

Net cash provided by financing activities
1,750,668

 
1,733,002

Effect of exchange rate changes
(16,555
)
 
7,912

Net change in cash and cash equivalents
$
41,956

 
$
3,263


Operating Activities
Net cash flows used in operating activities was $1.7 billion for both the nine months ended September 30, 2019 and September 30, 2018. Net cash flows provided by the Company's operating activities were $325.2 million for the nine months ended September 30, 2019 compared to $471.1 million for the nine months ended September 30, 2018. The cash provided by the Company's operating activities was lower in the current year period primarily due to the sale of $206.0 million of CLO securities in the prior year period following the removal of U.S. risk retention requirements related to open market CLO managers. This was partially offset by the increase in net income for the comparative periods.
Net cash used in the Consolidated Funds' operating activities was $2.0 billion for the nine months ended September 30, 2019 compared to $2.2 billion for the nine months ended September 30, 2018. Net cash used in the Consolidated Funds' operating activities were principally attributable to the consolidation of recently launched funds' investment purchases during the comparative periods, which correlates with the change in cash provided by financing activities.
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. Net cash used in the Company's investing activities was principally composed of furniture, fixtures, equipment and leasehold improvements purchased during the comparative periods to support the growth in our staffing levels and our expanding global presence.
Financing Activities
Net cash used in the Company's financing activities was $245.5 million for the nine months ended September 30, 2019 compared to $439.9 million for the nine months ended September 30, 2018. Net cash used in the Company's financing activities for the nine months ended September 30, 2019 was principally composed of $254.6 million of distributions to AOG unitholders and dividends to our Class A common stockholders and Series A Preferred stockholders, $235.0 million of net repayments on the Company's Credit Facility and $10.4 million of stock repurchases, offset by $206.7 million of net proceeds from our Class A common stock offering and $83.1 million of net cash proceeds from exercises of stock options.
Net cash used in the Company's financing activities for the nine months ended September 30, 2018 was principally composed of $247.2 million of distributions to AOG unitholders, common and preferred shareholders and $267.0 million of net

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repayments on the Company's debt facilities, offset by $105.3 million of net proceeds from our common share offering. The decrease in distributions and dividends was primarily due to a change in the timing of dividend payments to our Class A common stockholders to match the related income in the current quarter, as a result of our election to be treated as a corporation for U.S. federal income tax purposes. Dividends paid during the nine months ended September 30, 2019 were related to income for that period, while distributions paid during the nine months ended September 30, 2018 were related to income for the one year period ended September 30, 2018.
Net cash provided by Consolidated Funds' financing activities was $2.0 billion for the nine months ended September 30, 2019 compared to $2.2 billion for the nine months ended September 30, 2018. Net cash provided by Consolidated Funds' financing activities was principally attributable to the consolidation of newly launched funds for both comparative periods. Net borrowings of our Consolidated Funds was $1.9 billion for the nine months ended September 30, 2019 compared to net borrowings of $2.1 billion for the nine months ended September 30, 2018. Net contributions of our Consolidated Funds were $99.3 million and $24.2 million for the nine months ended September 30, 2019 and 2018, respectively.
Capital Resources
The following table summarizes the Company's debt obligations ($ in thousands):
 
 
 
 
 
 
 
As of September 30, 2019
 
December 31, 2018
 
Debt Origination Date
 
Maturity
 
Original Borrowing Amount
 
Carrying
Value
 
Interest Rate
 
Carrying
Value
 
Interest Rate
Credit Facility(1)
Revolver
 
3/21/2024
 
N/A

 
$

 
N/A
 
$
235,000

 
4.00%
Senior Notes(2)
10/8/2014
 
10/8/2024
 
$
250,000

 
246,442

 
4.21%
 
245,952

 
4.21%
Total debt obligations
 
 
 
 
 
 
$
246,442

 
 
 
$
480,952

 
 
 
(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. On March 21, 2019, the Company amended the Credit Facility to, among other things, extend the maturity date from February 2022 to March 2024 and to reduce borrowing costs on the drawn and undrawn amounts. As of September 30, 2019, base rate loans bear interest calculated based on the base rate plus 0.25% and the LIBOR rate loans bear interest calculated based on LIBOR plus 1.25%. The unused commitment fee is 0.15% 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.

As of September 30, 2019, we were in compliance with all covenants under our debt obligations.

We intend to use a portion of our available liquidity to pay cash dividends to our Series A Preferred stockholders and our Class A common stockholders on a quarterly basis in accordance with our dividend policies. Our ability to make cash dividends to the Series A Preferred stockholders and our Class A common stockholders 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. We expect dividend payments for the remainder of the fiscal year to be consistent with dividends paid during the nine months ended September 30, 2019.

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 September 30, 2019, we were required to maintain approximately $28.8 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 shares of our Class A common stock on a one-for-one basis. These exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Ares Management Corporation 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 we would otherwise be required to pay in the future. We entered into the tax receivable agreement (“TRA”) with the TRA recipients

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that 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 we actually realize as a result of these increases in tax basis and of certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA and interest accrued thereon. Future payments under the TRA in respect of subsequent exchanges are expected to be substantial. As of September 30, 2019, the TRA liability balance was $24.9 million. In 2018, there were exchanges of approximately 13.1 million of AOG Units for shares of our Class A common stock. In connection with these conversions, we recognized deferred tax benefits of $25.2 million, which increased additional paid in capital by $3.8 million and our TRA liability by $21.4 million. An immaterial number of AOG Units were exchanged prior to 2018 and during the nine months ended September 30, 2019.
Series A Preferred Stock
As of September 30, 2019 and December 31, 2018, the Company had 12,400,000 shares of Series A Preferred Stock, $0.01 par value per share, designated as “7.00% Series A Preferred Stock” outstanding. When, as and if declared by the Company’s board of directors, dividends on the Series A Preferred Stock are paid quarterly at a rate per annum equal to 7.00%. The Series A Preferred Stock may be redeemed 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.
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 condensed 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 September 30, 2019 and December 31, 2018, we had aggregate unfunded commitments to invest in funds managed by us and to support certain strategic initiatives of $303.9 million and $267.6 million, respectively.
Indemnification Arrangements
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 condensed consolidated financial statements. As of September 30, 2019, we have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.

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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. 
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, carried interest, a component of 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 September 30, 2019 and December 31, 2018, there would have been $0.4 million of repayment obligations for both periods. 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. As of September 30, 2019 and December 31, 2018, had we assumed all existing investments were worthless, the amount of carried interest, net of tax, subject to contingent repayment would have been approximately $405.6 million and $469.0 million, respectively, of which approximately $301.2 million and $351.9 million, respectively, would be reimbursable to us by certain professionals who are the recipients of such carried interest. We believe that the possibility of all of the existing investments becoming worthless is remote.
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, public equity market volatility, industry trading multiples and interest rates.
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.

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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, which are 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 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 nine months ended September 30, 2019. For additional information on our market risks, refer to our Annual Report on Form 10-K for the year ended December 31, 2018, 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 September 30, 2019. Based upon that evaluation and subject to the foregoing, our principal executive officers and principal financial officer concluded that, as of September 30, 2019, 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 September 30, 2019 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 September 30, 2019 and December 31, 2018, 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, 2018, 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 2018 Form 10‑K.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933.

Except as set forth below, all unregistered sales of equity securities during the period covered by this Quarterly Report were previously disclosed in our current reports on Form 8-K or quarterly reports on Form 10-Q ($ in thousands; except share data):
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (1)
July 1, 2019 - July 31, 2019

$


$
139,551

August 1, 2019 - August 31, 2019



139,551

September 1, 2019 - September 30, 2019



139,551

Total

 

 
 
(1)
In February 2019, our board of directors authorized the repurchase of up to $150 million of shares of our Class A common stock. Under this stock repurchase program, shares may be repurchased from time to time in open market purchases, privately negotiated transactions or otherwise, including in reliance on Rule 10b5-1 of the Securities Act. The program is scheduled to expire in February 2020. Repurchases under the program depend on the prevailing market conditions and other factors.

As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5‐1 under the Exchange Act, and similar plans and arrangements relating to our Class A common stock.

Item 3.  Defaults Upon Senior Securities
None.
Item 4.  Mine Safety Disclosures
Not applicable.

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Item 5.  Other Information
Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”) and Section 13(r) of the Exchange Act, require an issuer to disclose in its annual and quarterly reports whether it or any of its affiliates have knowingly engaged in specified activities or transactions relating to Iran. On June 20, 2019, certain investment funds managed or advised by U.K.-based affiliates of Ares (the “Ares Entities”) acquired approximately 28.7% of the ordinary shares and 54.3% of the preferred shares of AgriBriefing 1364 Limited (“AgriBriefing”), a company based in London that provides price reporting data on a subscription basis to participants in the agricultural industry. Although the Ares Entities do not hold the largest voting position in AgriBriefing, their holdings of ordinary and preferred shares represent a majority of the outstanding equity interests in AgriBriefing. In addition, the Ares Entities hold certain contractual veto rights and the right to appoint a director to the board of directors of AgriBriefing. As a result, under applicable SEC definitions, the Ares Entities may be deemed to control AgriBriefing; however, this statement is not meant to be an admission that common control exists.

Subsequent to completion of the Ares Entities’ investment in AgriBriefing, in connection with Ares’ routine quarterly survey of its investment funds’ portfolio companies, AgriBriefing informed the Ares Entities that it had subscription contracts with five customers whose billing addresses were based in Iran. We have not been able to verify the identity or affiliations of these customers. As a result, it appears that we are required to provide this disclosure under ITRA and Section 13(r) of the Exchange Act.

These subscriptions generated annual gross revenues of less than €25,000 (less than 1% of AgriBriefing’s revenues) and de minimus net profits.

AgriBriefing confirmed that each of the subscriptions commenced prior to the investment in AgriBriefing by the Ares Entities, and that it terminated these subscriptions in July 2019 and does not intend to engage in any further dealings or transactions with these customers.

Based on currently available information, we and the Ares Entities have no reason to believe that any of the five customers are listed on the U.S. Treasury Department Office of Foreign Assets Control list of Specially Designated Nationals or that AgriBriefing has conducted any dealings in violation ITRA.

This disclosure does not relate to any activities conducted by Ares and does not involve Ares. This disclosure relates solely to activities conducted by AgriBriefing and its consolidated subsidiaries.

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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
3.1
 
Certificate of Incorporation of Ares Management Corporation (incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on November 15, 2018).
3.2
 
Bylaws of Ares Management Corporation (incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on November 15, 2018).
 
Stock Purchase Agreement, dated July 9, 2019, between Aspida Holdco, LLC and GBIG Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K (File 001-36429) filed with the SEC on July 9, 2019).
 
Second Amended and Restated Investment Advisory and Management Agreement, dated June 6, 2019, between Ares Capital Corporation and Ares Capital Management LLC
31.1*
 
Certification of the Chief Executive Officer pursuant to Rule 13a‑14(a).
31.2*
 
Certification of the Chief Financial Officer pursuant to Rule 13a‑14(a).
32.1*
 
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101.INS*
 
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
 
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
 
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
 
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
 
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*
 
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 
* These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.
** Filed herewith

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SIGNATURES

 
ARES MANAGEMENT CORPORATION
 
 
 
 
 
 
 
 
Dated: November 6, 2019
By:
 
/s/ Michael J Arougheti
 
 
Name:
Michael J Arougheti
 
 
Title:
Co‑Founder, Chief Executive Officer & President (Principal Executive Officer)
 
 
 
 
 
 
 
 
Dated: November 6, 2019
By:
 
/s/ Michael R. McFerran
 
 
Name:
Michael R. McFerran
 
 
Title:
Chief Financial Officer & Chief Operating Officer (Principal Financial and Accounting Officer) 
 
 
 
 
 
 
 
 




98
EXECUTION VERSION

SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT
BETWEEN
ARES CAPITAL CORPORATION
AND
ARES CAPITAL MANAGEMENT LLC
Second Amended and Restated Agreement (this “Agreement”) effective as of June 6, 2019, between ARES CAPITAL CORPORATION, a Maryland corporation (the “Corporation”), and ARES CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
WHEREAS, the Corporation is a closed-end management company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
WHEREAS, the Adviser is an investment adviser that has registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);
WHEREAS, on September 30, 2004, the Corporation and the Adviser entered into an Investment Advisory and Management Agreement, pursuant to which the Adviser agreed to furnish investment advisory services to the Corporation (the “Initial Agreement”);
WHEREAS, the Corporation and the Adviser, with the approval of the Corporation’s stockholders, agreed to amend and restate the Initial Agreement in its entirety on June 1, 2006 (as amended and restated, the “Original Agreement”);
WHEREAS, the Corporation and the Adviser, with the approval of the Corporation’s stockholders, agreed to amend and restate the Original Agreement in its entirety on June 6, 2011 (as amended and restated, the “Restated Agreement”); and
WHEREAS, the Corporation and the Adviser desire to amend and restate the Restated Agreement in its entirety.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree that the Restated Agreement is hereby further amended and restated in its entirety to read as follows (and that the Restated Agreement shall be of no further force and effect whatsoever after the date hereof):
1.    Duties of the Adviser.
(a)    The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation (the “Board”), for the period and upon the terms herein set forth, in accordance with,
(i)    the investment objectives, policies and restrictions that are determined by the Corporation’s Board of Directors from time to time and disclosed to the Adviser, which objectives, policies and restrictions, as of the date of effectiveness of this Agreement, shall be those set forth in the Corporation’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2019;
(ii)    the Investment Company Act and
(iii)    all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by‑laws.
Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement,
(i)    determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes;
(ii)    identify, evaluate and negotiate the structure of the investments made by the Corporation;
(iii)    close and monitor the Corporation’s investments;
(iv)    determine the securities and other assets that the Corporation will purchase, retain, or sell;
(v)    perform due diligence on prospective portfolio companies; and
(vi)    provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds.
The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to incur debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.
(b)    The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(c)    Subject to the requirements of the Investment Company Act, the Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in providing the investment advisory services required to be provided by the Adviser under Section 1(a) hereof. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objectives and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Corporation, subject to the oversight of the Adviser and the Corporation. The Adviser, and not the Corporation, shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law. Nothing in this subsection (c) will obligate the Adviser to pay any expenses that are the expenses of the Corporation under Section 2 hereof.
(d)    The Adviser, and any Sub-Adviser, shall for all purposes herein provided each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation.
(e)    The Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Corporation and shall specifically maintain all books and records with respect to the Corporation’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the Corporation are the property of the Corporation and will surrender promptly to the Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.
2.    Corporation’s Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 1(a) hereof, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Corporation. The Corporation will bear all costs and expenses of its operations and transactions, including those relating to:
organization;
calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm);
expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments (including the cost of consultants hired to develop information technology systems designed to monitor the Corporation’s investments) and performing due diligence on its prospective portfolio companies;
interest payable on debt, if any, incurred to finance the Corporation’s investments;
offerings of the Corporation’s common stock and other securities;
investment advisory and management fees;
administration fees, if any, payable under the Amended and Restated Administration Agreement (the “Administration Agreement”) between the Corporation and Ares Operations LLC or any successor thereto (the “Administrator”), the Corporation’s administrator;
fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments (including payments to third party vendors for financial information services);
transfer agent and custodial fees;
federal and state registration fees;
all costs of registration and listing the Corporation’s shares on any securities exchange;
federal, state and local taxes;
independent directors’ fees and expenses;
costs of preparing and filing reports or other documents required by governmental bodies (including the SEC);
costs of any reports, proxy statements or other notices to stockholders, including printing costs;
the Corporation’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; and
all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business (including payments under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s officers and their respective staffs (including travel expenses)).
3.    Compensation of the Adviser. The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time.
(a)    The Base Management Fee shall be 1.50% per annum of the average value of the Corporation’s total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of each of the two most recently completed calendar quarters; provided, however, the Base Management Fee shall be 1.00% per annum of the average value of the Corporation’s total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of each of the two most recently completed calendar quarters that exceeds an amount equal to the product of (i) 200% and (ii) the Corporation’s net asset value at the end of the most recently completed calendar quarter. The Base Management Fee will be payable quarterly in arrears and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base Management Fees for any partial month or quarter will be appropriately pro rated.
(b)    The Incentive Fee shall consist of two parts, as follows:
(i)    One part will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the quarter. “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation receives from portfolio companies) accrued by the Corporation during the calendar quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee).  
Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation.
Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Corporation’s net assets (defined as total assets less indebtedness) at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.75% per quarter (7% annualized). The Corporation will pay the Adviser an Incentive Fee with respect to the Corporation’s Pre-Incentive Fee net investment income in each calendar quarter as follows:
(A)    no Incentive Fee in any calendar quarter in which the Corporation’s Pre-Incentive Fee net investment income does not exceed the hurdle rate;
(B)    100% of the Corporation’s Pre-Incentive Fee net investment income with respect to that portion of such Pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
(C)    20% of the amount of the Corporation’s Pre-Incentive Fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
These calculations will be appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.  
(ii)    The second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), commencing with the calendar year ending on December 31, 2004, and is calculated at the end of each applicable year by subtracting (1) the sum of the Corporation’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Corporation’s cumulative aggregate realized capital gains, in each case calculated from October 8, 2004. If such amount is positive at the end of such year, then the Capital Gains Fee for such year is equal to 20.0% of such amount, less the aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there is no Capital Gains Fee for such year. If this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. This amendment and restatement of the Restated Agreement shall not be treated as such a termination.
For purposes of this Section 3(b)(ii):
The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Corporation’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Corporation’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.
The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Corporation’s portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.
Notwithstanding the foregoing, if the Corporation is required by United States generally accepted accounting principles (“GAAP”) to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment (including, for example, as a result of the application of the acquisition method of accounting), then solely for the purposes of calculating the Capital Gains Fee, the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1) (x) the actual amount paid by the Corporation for such investment plus (y) any amounts recorded in the Corporation’s financial statements as required by GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in the Corporation’s financial statements, including payment-in-kind interest or additional amounts funded (net of repayments) minus (2) any amounts recorded in the Corporation’s financial statements as required by GAAP that are attributable to the amortization of such investment. For the avoidance of doubt, the Contractual Cost Basis as determined pursuant to the foregoing sentence may be higher or lower than the fair value of such investment (as determined in accordance with GAAP) at the time of acquisition. In connection with the foregoing, in the event investments are purchased in a single transaction or series of related transactions for an aggregate purchase price without the Corporation allocating such purchase price to specific investments, the Corporation may assign a Contractual Cost Basis to a specific investment equal to such investment’s Pro Rata Share of such aggregate purchase price paid. “Pro Rata Share” means the resulting percentage determined using the amount at which a specific investment acquired in a single transaction or series of related transactions is recorded in the Corporation’s financial statements at the time of acquisition according to GAAP divided by the total amount at which all investments acquired in the same transaction or series of related transactions are recorded in the Corporation’s financial statements at the time of acquisition according to GAAP.
(iii)    Payment of any Incentive Fee otherwise earned by the Adviser shall be deferred (“Deferred Incentive Fees”) if, during the most recent four full calendar quarter period ending on or prior to the date such payment is to be made, the sum of (a) the Corporation’s aggregate distributions to its stockholders and (b) the change in the Corporation’s net assets (before taking into account any incentive fees payable during that period) is less than 7.0% of the Corporation’s net assets at the beginning of such period. These calculations will be appropriately adjusted for any share issuances or repurchases during the relevant period. Any Deferred Incentive Fees shall be carried over for payment in subsequent calculation periods by the Corporation, to the extent such payment could be otherwise be made under this Agreement.  
4.    Covenants of the Adviser. The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.
5.    Excess Brokerage Commissions. The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Corporation to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Corporation’s portfolio, and constitutes the best net results for the Corporation.
6.    Limitations on the Employment of the Adviser. The services of the Adviser to the Corporation are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Corporation, and nothing in this Agreement shall limit or restrict the right of any member, manager, partner, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Corporation’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Corporation, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Corporation are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Corporation as stockholders or otherwise.
7.    Responsibility of Dual Directors, Officers and/or Employees. If any person who is a member, manager, partner, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Corporation and acts as such in any business of the Corporation, then such member, manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Corporation, and not as a member, manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.
8.    Limitation of Liability of the Adviser; Indemnification. The Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the “Indemnified Parties”), shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services. The Corporation shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the foregoing provisions of this Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Party’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).
9.    Duration and Termination of Agreement. This Agreement shall remain in effect for one year after the date hereof, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by
(a)    the vote of the Board, or by the vote of stockholders holding a majority of the outstanding voting securities of the Corporation and
(b)    the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any party to this Agreement, in accordance with the requirements of the Investment Company Act.
This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of stockholders holding a majority of the outstanding voting securities of the Corporation, or by the vote of the Corporation’s Directors or by the Adviser. This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). The provisions of Section 8 hereof shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 hereof through the date of termination or expiration and Section 8 hereof shall continue in full force and effect and apply to the Adviser and its representatives as and to the extent applicable.
10.    Amendments of this Agreement. This Agreement may not be amended or modified except by an instrument in writing signed by all parties hereto, but the consent of the Corporation must be obtained in conformity with the requirements of the Investment Company Act.
11.    Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, including without limitation Sections 5‑1401 and 5‑1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b), and the applicable provisions of the Investment Company Act, if any. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, if any, the latter shall control. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
12.    No Waiver. The failure of either party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions, and no waiver shall be binding unless executed in writing by all parties hereto.
13.    Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
14.    Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
15.    Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement.
16.    Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their respective principal executive office addresses.
17.    Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings (including the Restated Agreement), both written and oral, between the parties with respect to such subject matter.
18.    Certain Matters of Construction.
(a)    The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section hereof shall include all subsections thereof.
(b)    Definitions shall be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall include each other gender.
(c)    The word “including” shall mean including without limitation.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.
ARES CAPITAL CORPORATION
By:
/s/ Penni F. Roll    
Name:    Penni F. Roll
Title:    Chief Financial Officer

ARES CAPITAL MANAGEMENT LLC
By:
/s/ Joshua M. Bloomstein    
Name:    Joshua M. Bloomstein
Title:    Vice President and Assistant          Secretary






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 Corporation;

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: November 6, 2019
/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 Corporation;

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: November 6, 2019
/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 Corporation (the “Company”) for the quarter ended September 30, 2019 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: November 6, 2019

/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 Corporation and will be retained by Ares Management Corporation and furnished to the Securities and Exchange Commission or its staff upon request.