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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to          

Commission File No. 001-36429

ARES MANAGEMENT, L.P.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  80-0962035
(I.R.S. Employer
Identification Number)

2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067
(Address of principal executive office) (Zip Code)

(310) 201-4100
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         The number of common units representing limited partner interests outstanding as of August 10, 2015 was 80,676,127.

   


Table of Contents


TABLE OF CONTENTS

 
   
   
  Page  

PART I—FINANCIAL INFORMATION

       

               

Item 1.

 

Financial Information

       

               

 

Unaudited Condensed Consolidated Financial Statements:

       

               

     

Condensed Consolidated Statements of Financial Condition as of June 30, 2015 and December 31, 2014

    1  

               

     

Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2015 and June 30, 2014

    2  

               

     

Condensed Consolidated Statements of Comprehensive Income for the three months and six months ended June 30, 2015 and June 30, 2014

    3  

               

     

Condensed Consolidated Statements of Changes in Equity for the six months ended June 30, 2015

    4  

               

     

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and June 30, 2014

    5  

               

     

Notes to the Condensed Consolidated Financial Statements

    6  

               

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    94  

               

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

    160  

               

Item 4.

 

Controls and Procedures

    161  

               

PART II—OTHER INFORMATION

       

               

Item 1.

 

Legal Proceedings

    162  

               

Item 1A.

 

Risk Factors

    162  

               

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

    162  

               

Item 3.

 

Defaults Upon Senior Securities

    162  

               

Item 4.

 

Mine Safety Disclosures

    162  

               

Item 5.

 

Other Information

    162  

               

Item 6.

 

Exhibits

    163  

               

Signatures

    164  

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Forward-Looking Statements

        This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of those words or other comparable words. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. Some of these factors are described in this report 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.

        Prior to the reorganization on May 1, 2014 in connection with our initial public offering (the "Reorganization"), our business was conducted through operating subsidiaries held directly or indirectly by Ares Holdings LLC and Ares Investments LLC (or "AI"). These two entities were principally owned by Ares Partners Management Company LLC ("APMC"), the Abu Dhabi Investment Authority and its affiliate (collectively, "ADIA") and an affiliate of Alleghany Corporation (NYSE: Y) (such affiliate, "Alleghany"). ADIA and Alleghany each own minority interests with limited voting rights in our business. Ares Management, L.P. was formed on November 15, 2013 to serve as a holding partnership for our businesses. Prior to the consummation of our initial public offering, Ares Management, L.P. had not commenced operations and had nominal assets and liabilities. Unless the context suggests otherwise, references in this report to (1) "Ares," "we," "us" and "our" refer to our businesses, both before and after the consummation of our reorganization into a holding partnership structure and (2) our "Predecessors" refer to Ares Holdings Inc. ("AHI") and Ares Investments LLC, our accounting predecessors, as well as their wholly owned subsidiaries and managed funds, in each case prior to the Reorganization. References in report to "our general partner" refer to Ares Management GP LLC, an entity wholly owned by Ares Partners Holdco LLC, which is in turn owned and controlled by our Co-Founders. References in this report to the "Ares Operating Group" refer to, collectively, Ares Holdings L.P. ("Ares Holdings"), Ares Domestic Holdings L.P. ("Ares Domestic"), Ares Offshore Holdings L.P. ("Ares Offshore") Ares Investments L.P. ("Ares Investments") and Ares Real Estate Holdings L.P. ("Ares Real Estate"). References in this report to an "Ares Operating Group Unit" or an "AOG Unit" refer to, collectively, a partnership unit in each of the Ares Operating Group entities.

        Under generally accepted accounting principles in the United States ("GAAP"), we are required to consolidate (a) entities 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 the general partner and are presumed to have control, and (b) entities that we concluded are variable interest entities ("VIEs"), including limited partnerships in which we have a nominal economic interest and the CLOs, for which we are deemed to be the primary beneficiary. When a fund is consolidated, we reflect the assets, liabilities, revenues, expenses and cash

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flows of the fund in our condensed consolidated financial statements on a gross basis, subject to eliminations from consolidation, including the elimination of the management fees, performance fees and other fees that we earn from Consolidated Funds. However, the presentation of performance fee compensation and other expenses associated with generating such revenues are 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 Funds is presented as net income attributable to redeemable interests and non-controlling interests in Consolidated Funds in our Condensed Consolidated Statements of Operations.

        In this report, 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 funds and therefore shows the results of our reportable segments without giving effect to the consolidation of the funds and (ii) "Stand Alone basis," which shows the results of our reportable segments on a combined segment basis together with our Operations Management Group. In addition to our four segments, we have an Operations Management Group (the "OMG") that consists of five independent, shared resource groups to support our reportable segments by providing infrastructure and administrative support in the areas of accounting/finance, operations/information technology, business development, legal/compliance and human resources. The OMG's expenses are not allocated to our four 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 Operations Management Group, and we believe that this information enhances the ability of unitholders to analyze our performance. For more information, see "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation—Consolidation and Deconsolidation of Ares Funds," "—Managing Business Performance—Non-GAAP Financial Measures" and "—Segment Analysis—ENI and Other Measures."

        When used in this report, unless the context otherwise requires:

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

    "CLOs" refers to collateralized loan obligations;

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

    "Co-Founders" refers to Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal;

    "distributable earnings" or "DE" refers to a pre-income tax measure that is used to assess amounts potentially available for distributions to stakeholders. Distributable earnings is calculated as the sum of Fee Related Earnings, realized performance fees, realized performance fee compensation and realized net investment and other income, and further adjusts for expenses arising from transaction costs associated with acquisitions, placement fees and underwriting costs, expenses incurred in connection with corporate reorganization and depreciation. Distributable earnings differs from income before taxes computed in accordance with GAAP as it is presented before giving effect to unrealized performance fee income, unrealized performance fee compensation, unrealized net investment income, amortization of intangibles, equity compensation expense and is

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      further adjusted by certain items described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures;"

    "economic net income" or "ENI" refers to net income excluding (a) income tax expense, (b) operating results of our Consolidated Funds, (c) depreciation expense, (d) the effects of changes arising from corporate actions, and (e) certain other items that we believe are not indicative of our core performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with acquisitions and capital transactions, placement fees and underwriting costs and expenses incurred in connection with corporate reorganization;

    "fee earning AUM" refers to the AUM on which we directly or indirectly earn management fees. Fee earning AUM is equal to the sum of all the individual fee bases of our funds that contribute directly or indirectly to our management fees;

    "fee related earnings" or "FRE" refers to a component of ENI that is used to assess the ability of our business to cover direct base compensation and operating expenses from management fees. FRE differs from income before taxes computed in accordance with GAAP as it adjusts for the items included in the calculation of ENI and further adjusts for performance fees, performance fee compensation, investment income from our Consolidated Funds and certain other items that we believe are not indicative of our performance;

    "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 (as defined in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview of Condensed Consolidated Results of Operations—Revenues") that are classified as management fees as they are predictable and are recurring in nature, are not subject to repayment (or clawback) and are generally cash-settled each quarter;

    "net performance fees" refers to performance fees net of performance fee compensation, which is the portion of the performance fees earned from certain funds that is payable to professionals;

    "our funds" refers to the funds, alternative asset companies and other entities and accounts that are managed or co-managed by the Ares Operating Group. It also includes funds managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of Ares Capital Corporation (NASDAQ: ARCC) ("ARCC"), and a registered investment adviser;

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

    "performance related earnings" or "PRE" refers to a measure used to assess our investment performance. PRE differs from income (loss) before taxes computed in accordance with GAAP as it only includes performance fee income, performance fee compensation and investment income earned from our Consolidated Funds and non-consolidated funds.

        Many of the terms used in this report, including AUM, fee earning AUM, ENI, FRE, PRE and distributable earnings, may not be comparable to similarly titled measures used by other companies. In addition, our definitions of AUM and fee earning AUM are not based on any definition of AUM or fee earning AUM that is set forth in the agreements governing the investment funds that we manage and may differ from definitions of AUM set forth in other agreements to which we are a party from time to time. Further, ENI, FRE, PRE and distributable earnings are not measures of performance calculated in

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accordance with GAAP. We use ENI, FRE, PRE and distributable earnings as measures of operating performance, not as measures of liquidity. ENI, FRE, PRE and distributable earnings should not be considered in isolation or as substitutes for operating income, net income, operating cash flows, or other income or cash flow statement data prepared in accordance with GAAP. The use of ENI, FRE, PRE and distributable earnings without consideration of related GAAP measures is not adequate due to the adjustments described above. Our management compensates for these limitations by using ENI, FRE, PRE and distributable earnings as supplemental measures to our GAAP results, to provide a more complete understanding of our performance as our management measures it. Amounts and percentages throughout this report may reflect rounding adjustments and consequently totals may not appear to sum.

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PART I—FINANCIAL INFORMATION

Item 1.    Financial Statements


Ares Management, L.P.

Condensed Consolidated Statements of Financial Condition

(Amounts in Thousands, Except Unit Data)

 
  As of June 30,
2015
  As of December 31,
2014
 
 
  (unaudited)
   
 

Assets

             

Cash and cash equivalents

  $ 101,533   $ 148,858  

Restricted cash and cash equivalents

        32,734  

Investments

    218,138     174,052  

Derivative assets, at fair value

    1,594     7,623  

Performance fees receivable

    162,770     187,059  

Due from affiliates

    126,037     146,534  

Other assets

    62,231     58,716  

Intangible assets, net

    103,736     40,948  

Goodwill

    144,210     85,582  

Assets of Consolidated Funds:

             

Cash and cash equivalents

    1,381,296     1,314,397  

Investments, at fair value

    17,847,829     19,123,950  

Loans held for investment, net

        77,514  

Due from affiliates

    9,474     11,342  

Dividends and interest receivable

    83,279     81,331  

Receivable for securities sold

    191,434     132,753  

Derivative assets, at fair value

    3,447     3,126  

Other assets

    6,652     12,473  

Total assets

  $ 20,443,660   $ 21,638,992  

Liabilities

             

Accounts payable and accrued expenses

  $ 124,904   $ 101,310  

Accrued compensation

    82,166     129,433  

Derivative liabilities, at fair value

    2,967     2,850  

Due to affiliates

    7,410     19,030  

Performance fee compensation payable

    433,012     380,268  

Debt obligations

    293,779     243,491  

Equity compensation put option liability

    20,000     20,000  

Deferred tax liability, net

    21,276     19,861  

Liabilities of Consolidated Funds:

             

Accounts payable and accrued expenses

    51,389     68,589  

Due to affiliates

    2,415     2,441  

Payable for securities purchased

    262,137     618,902  

Derivative liabilities, at fair value

    58,014     42,332  

Securities sold short, at fair value

    3,493     3,763  

Deferred tax liability, net

    24,524     22,214  

CLO loan obligations

    11,790,706     12,049,170  

Fund borrowings

    565,664     777,600  

Mezzanine debt

    405,717     378,365  

Total liabilities

    14,149,573     14,879,619  

Commitments and contingencies

             

Redeemable interest in Consolidated Funds

    550,783     1,037,450  

Redeemable interest in Ares Operating Group entities

    24,023     23,988  

Non-controlling interest in Consolidated Funds:

             

Non-controlling interest in Consolidated Funds

    4,902,757     4,988,729  

Equity appropriated for Consolidated Funds

    57,569     (37,926 )

Non-controlling interest in Consolidated Funds

    4,960,326     4,950,803  

Non-controlling interest in Ares Operating Group entities

    473,380     463,493  

Controlling interest in Ares Management, L.P.:

             

Partners' Capital (80,676,127 units and 80,667,664 units, issued and outstanding at June 30, 2015 and December 31, 2014, respectively)

    286,655     285,025  

Accumulated other comprehensive income (loss)

    (1,080 )   (1,386 )

Total controlling interest in Ares Management, L.P

    285,575     283,639  

Total equity

    5,719,281     5,697,935  

Total liabilities, redeemable interest, non-controlling interests and equity

  $ 20,443,660   $ 21,638,992  

   

See accompanying notes to the condensed consolidated financial statements.

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Ares Management, L.P.

Condensed Consolidated Statements of Operations

(Amounts in Thousands, Except Unit Data)
(unaudited)

 
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
 
  2015   2014   2015   2014  

Revenues

                         

Management fees (includes ARCC Part I Fees of $29,250, $58,292 and $25,666, $53,984 for the three and six months ended June 30, 2015 and 2014, respectively)

  $ 134,732   $ 114,426   $ 270,121   $ 224,975  

Performance fees

    34,134     11,175     74,194     27,389  

Other fees

    6,926     6,017     13,205     12,882  

Total revenues

    175,792     131,618     357,520     265,246  

Expenses

                         

Compensation and benefits

    99,085     150,970     200,936     246,663  

Performance fee compensation

    56,544     51,960     132,936     92,685  

General, administrative and other expenses

    53,331     39,460     98,878     78,235  

Consolidated Funds' expenses

    7,834     16,712     22,906     25,649  

Total expenses

    216,794     259,102     455,656     443,232  

Other income (expense)

                         

Interest and other investment income

    4,334     6,897     4,676     7,021  

Interest expense

    (3,654 )   (2,037 )   (7,338 )   (3,676 )

Other income (expense), net

    (1,263 )   (3,020 )   (1,593 )   (3,020 )

Net realized gain (loss) on investments

    3,312     (1,403 )   10,076     (1,469 )

Net change in unrealized appreciation (depreciation) on investments

    (1,936 )   9,703     1,540     13,849  

Interest and other investment income of Consolidated Funds

    214,060     203,338     552,246     548,683  

Interest expense of Consolidated Funds

    (114,722 )   (203,741 )   (233,433 )   (348,783 )

Net realized gain (loss) on investments of Consolidated Funds             

    111,740     47,840     50,304     102,805  

Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds

    81,896     261,396     380,988     328,740  

Total other income

    293,767     318,973     757,466     644,150  

Income before taxes

    252,765     191,489     659,330     466,164  

Income tax expense (benefit)

    7,387     5,267     13,279     (1,428 )

Net income

    245,378     186,222     646,051     467,592  

Less: Net income (loss) attributable to redeemable interests in Consolidated Funds

    (4,084 )   13,413     11,775     50,461  

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

    210,643     170,140     541,952     358,273  

Less: Net income (loss) attributable to redeemable interests in Ares Operating Group entities

    185     (23 )   428     383  

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

    26,548     (15,150 )   61,354     40,633  

Net income attributable to Ares Management, L.P

  $ 12,086   $ 17,842   $ 30,542   $ 17,842  

Net income attributable to Ares Management, L.P. per common unit

                         

Basic

  $ 0.15   $ 0.22   $ 0.37   $ 0.22  

Diluted

  $ 0.15   $ 0.22   $ 0.37   $ 0.22  

Weighted-average common units

                         

Basic

    80,671,316     79,424,077     80,669,527     79,424,077  

Diluted

    81,720,919     80,004,833     80,669,527     80,004,833  

Distributions declared per common unit

  $ 0.25     N/A   $ 0.49     N/A  

   

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

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Ares Management, L.P.

Condensed Consolidated Statements of Comprehensive Income

(Amounts in Thousands)
(unaudited)

 
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
 
  2015   2014   2015   2014  

Net income

  $ 245,378   $ 186,222   $ 646,051   $ 467,592  

Other comprehensive income:

                         

Foreign currency translation adjustments

    11,776     1,406     (17,563 )   1,586  

Total comprehensive income

    257,154     187,628     628,488     469,178  

Less: Comprehensive income (loss) attributable to redeemable interests in Consolidated Funds

    (4,084 )   13,413     11,775     50,461  

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

    219,609     168,669     523,498     356,623  

Less: Comprehensive income (loss) attributable to redeemable interests in Ares Operating Group entities

    197     (10 )   433     399  

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

    28,300     (12,904 )   61,934     43,235  

Comprehensive income attributable to Ares Management, L.P. 

  $ 13,132   $ 18,460   $ 30,848   $ 18,460  

   

See accompanying notes to the condensed consolidated financial statements.

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Ares Management, L.P.

Condensed Consolidated Statements of Changes in Equity

(Amounts in Thousands)
(unaudited)

 
   
   
   
  Consolidated Funds    
 
 
  Partners'
Capital
  Accumulated
Other
Comprehensive
Income (Loss)
  Non-Controlling
interest in Ares
Operating
Group Entities
  Equity
Appropriated
for Consolidated
Funds
  Non-Controlling
Interest in
Consolidated
Funds
  Total Equity  

Balance at December 31, 2014

  $ 285,025   $ (1,386 ) $ 463,493   $ (37,926 ) $ 4,988,729   $ 5,697,935  

Relinquished with deconsolidation of funds

                    (147 )   (147 )

Reallocation of Partners' capital for changes in ownership interests

    7,219         (7,301 )           (82 )

Deferred tax liabilities arising from allocation of contributions and Partners' capital

    (2,137 )       (76 )           (2,213 )

Contributions

            25,553         177,623     203,176  

Distributions

    (39,535 )       (79,259 )       (691,451 )   (810,245 )

Net income

    30,542         61,354     95,562     446,390     633,848  

Currency translation adjustment

        306     580     (67 )   (18,387 )   (17,568 )

Equity compensation

    5,541         9,036               14,577  

Balance at June 30, 2015

  $ 286,655   $ (1,080 ) $ 473,380   $ 57,569   $ 4,902,757   $ 5,719,281  

   

See accompanying notes to the condensed consolidated financial statements.

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Ares Management, L.P.

Condensed Consolidated Statements of Cash Flows

(Amounts in Thousands)
(unaudited)

 
  For the Six Months Ended June 30,  
 
  2015   2014  

Cash flows from operating activities:

             

Net income

  $ 646,051   $ 467,592  

Adjustments to reconcile net income to net cash provided by operating activities:

             

Equity compensation expense

    15,719     67,568  

Depreciation and amortization

    31,667     19,864  

Net realized (gain) loss on investments

    (10,076 )   1,469  

Net change in unrealized (appreciation) depreciation on investments

    (1,540 )   (13,849 )

Investments purchased

    (51,285 )   (31,702 )

Cash proceeds from sale of investments

    26,012     4,230  

Allocable to non-controlling interests in Consolidated Funds:

             

Receipt of non-cash interest income and dividends from investments

    (8,502 )   (21,651 )

Net realized (gain) loss on investments

    (50,304 )   (102,805 )

Amortization on debt and investments

    663     (15,811 )

Net change in unrealized (appreciation) depreciation on investments

    (380,988 )   (328,740 )

Investments purchased

    (2,944,301 )   (4,519,049 )

Cash proceeds from sale or pay down of investments

    4,500,087     6,643,494  

Cash flows due to changes in operating assets and liabilities:

             

Restricted cash

    32,734     (65,034 )

Net performance fees receivable

    77,033     41,082  

Due to/from affiliates

    8,877     (22,624 )

Other assets

    (2,164 )   2,196  

Accrued compensation and benefits

    (48,344 )   (49,280 )

Accounts payable, accrued expenses and other liabilities

    (36,705 )   73,245  

Deferred taxes

    1,411     1,692  

Allocable to non-controlling interest in Consolidated Funds:

             

Change in cash and cash equivalents held at Consolidated Funds

    (66,904 )   256,904  

Cash relinquished with deconsolidation of Consolidated Funds

    (1,254 )   (40,089 )

Change in other assets and receivables held at Consolidated Funds

    (57,882 )   (89,976 )

Change in other liabilities and payables held at Consolidated Funds

    (370,606 )   104,767  

Net cash provided by operating activities

    1,309,399     2,383,493  

Cash flows from investing activities:

             

Acquisitions, net of cash acquired

    (64,437 )   (60,000 )

Purchase of furniture, equipment and leasehold improvements, net

    (6,768 )   (11,438 )

Net cash used in investing activities

    (71,205 )   (71,438 )

Cash flows from financing activities:

             

Proceeds from issuance of common units in IPO

        209,189  

Issuance costs

        (28,465 )

Proceeds from credit facility

    80,000     224,000  

Repayments of credit facility

    (30,000 )   (174,250 )

Contributions, net

    85      

Distributions

    (119,335 )   (226,663 )

Allocable to non-controlling interest in Consolidated Funds:

             

Contributions from non-controlling interest holders in Consolidated Funds

    177,745     171,631  

Distributions to non-controlling interest holders in Consolidated Funds

    (1,190,015 )   (1,045,971 )

Borrowings under loan obligations by Consolidated Funds

    1,655,913     1,581,191  

Repayments under loan obligations by Consolidated Funds

    (1,842,265 )   (3,027,043 )

Net cash used in financing activities

    (1,267,872 )   (2,316,381 )

Effect of exchange rate changes and translation

    (17,647 )   1,969  

Net decrease in cash and cash equivalents

    (47,325 )   (2,357 )

Cash and cash equivalents, beginning of period

    148,858     89,802  

Cash and cash equivalents, end of period

  $ 101,533   $ 87,445  

Supplemental information:

             

Ares Management, L.P. and consolidated subsidiaries:

             

Cash paid during the period for interest

  $ 5,776   $ 2,574  

Cash paid during the period for income taxes

  $ 7,691   $ 10,629  

Consolidated Funds:

             

Cash paid during the period for interest

  $ 115,163   $ 112,593  

Cash paid during the period for income taxes

  $ 1,266   $ 16,544  

Non-cash increase in assets and liabilities:

             

Issuance of AOG Units to non-controlling interest holders in connection with acquisition

  $ 25,468   $  

   

See accompanying notes to the condensed consolidated financial statements.

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

1. ORGANIZATION AND BASIS OF PRESENTATION

        Ares Management, L.P. is a leading global alternative asset management firm that operates four distinct but complementary investment groups: the Tradable Credit Group, the Direct Lending Group, the Private Equity Group and the Real Estate Group. Information about segments should be read together with Note 16, "Segment Reporting." Subsidiaries of Ares Management LLC ("AM LLC"), a subsidiary 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"), which are generally organized as pass-through entities for income tax purposes. Such subsidiaries provide investment advisory services to the Ares Funds in exchange for management fees. Ares Management, L.P. is a Delaware limited partnership formed on November 15, 2013. Ares Management, L.P. is managed and operated by its general partner, Ares Management GP LLC. Unless the context requires otherwise, references to "Ares" or the "Company" refer to Ares Management, L.P. together with its subsidiaries.

        The accompanying condensed consolidated financial statements include (1) the results of the Company subsequent to the Reorganization (as described below) and (2) prior to the Reorganization, the condensed consolidated results of two affiliated entities, Ares Holdings Inc. ("AHI") and Ares Investments LLC ("AI"), which directly or indirectly hold controlling interests in AM LLC and Ares Investments Holdings LLC ("AIH LLC"), as well as their wholly owned subsidiaries (collectively, the "Predecessor"). Prior to the Reorganization, Ares Partners Management Company LLC ("APMC") directed the operations of AHI and AI through its controlling ownership interest of approximately 50.1% and 70.3%, respectively, in each entity. The remaining ownership of AHI and AI was shared among various minority, non-controlling strategic investment partners.

        In addition, certain Ares-affiliated funds, related co-investment entities and collateralized loan obligations ("CLOs") (collectively, the "Consolidated Funds") managed by AM LLC and its wholly owned subsidiaries have been consolidated in the accompanying condensed consolidated financial statements for the periods presented pursuant to generally accepted accounting principles in the United States ("GAAP") as described in Note 2, "Summary of Significant Accounting Policies." Including the results of the Consolidated Funds significantly increases the reported amounts of the assets, liabilities, revenues, expenses and cash flows in the accompanying condensed consolidated financial statements; however, the Consolidated Funds results included herein have no direct effect on the net income attributable to controlling interests or on total equity attributable to controlling interests. Instead, economic ownership interests of the investors in the Consolidated Funds are reflected as non-controlling interests in Consolidated Funds and as equity appropriated for Consolidated Funds in the accompanying condensed consolidated financial statements. Further, cash flows allocable to non-controlling interest in Consolidated Funds are specifically identifiable in the Condensed Consolidated Statement of Cash Flows.

        These statements and notes have not been audited, exclude some of the disclosures required for annual audited financial statements and should be read in conjunction with the audited condensed consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission. The operating results presented for interim periods are not indicative of the results that may be expected for any other interim period or for the entire year. In the opinion of management, the condensed consolidated financial

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

1. ORGANIZATION AND BASIS OF PRESENTATION (Continued)

statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the interim periods presented.

Reorganization and Initial Public Offering

        Pursuant to a reorganization effectuated in connection with the initial public offering of the Company's common units ("IPO"), on May 1, 2014, the Company became a holding partnership, and the Company's sole assets became equity interests through wholly owned subsidiary entities in AHI, Ares Domestic Holdings, Inc. ("Domestic Holdings"), Ares Offshore Holdings, Ltd., AI and Ares Real Estate Holdings LLC. The Company, either directly or through direct subsidiaries, is the general partner of each of the Ares Operating Group (as defined below) entities, and operates and controls all of the businesses and affairs of the Ares Operating Group.

        Additionally, on May 1, 2014, in connection with the IPO, Ares Holdings LLC was converted into a limited partnership, Ares Holdings L.P. ("Ares Holdings"), and AI was converted into a limited partnership, Ares Investments L.P. ("Ares Investments"). In addition, the Company formed Ares Domestic Holdings L.P. ("Ares Domestic"), Ares Offshore Holdings L.P. ("Ares Offshore") and Ares Real Estate Holdings L.P. ("Ares Real Estate"). Ares Holdings, Ares Domestic, Ares Offshore, Ares Investments and Ares Real Estate are collectively referred to as the "Ares Operating Group."

        In exchange for its interest in the Company, prior to the consummation of the IPO, Ares Owners Holdings L.P. transferred to the Company its interests in each of AHI, Domestic Holdings, Ares Offshore Holdings, Ltd., Ares Real Estate Holdings LLC and a portion of its interest in Ares Investments. Similarly, Abu Dhabi Investment Authority ("ADIA") contributed its direct interest in AHI to its affiliate, AREC Holdings Ltd., a Cayman Islands exempted company ("AREC"). AREC then transferred to the Company its interest in each of AHI, Ares Domestic, Ares Offshore, Ares Investments and Ares Real Estate.

        These actions are referred to herein collectively as the "Reorganization".

        On May 7, 2014, the Company issued 11,363,636 common units in the IPO at a price of $19.00 per common unit. In addition, on June 4, 2014, the Company issued an additional 225,794 common units at $19.00 per common unit pursuant to the partial exercise by the underwriters of their overallotment option.

        The Company conducts all of its material business activities through the Ares Operating Group. Following the IPO, the Company consolidates the financial results of the Ares Operating Group entities, their consolidated subsidiaries and certain Consolidated Funds.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

        The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either a variable interest model or a voting interest model. As such, the Company consolidates (a) entities in which it holds a majority voting interest or has majority ownership and control

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

over the operational, financial and investing decisions of that entity, including Ares affiliates and affiliated funds and co-investment entities for which the Company is the general partner and is presumed to have control and (b) entities that the Company concludes are variable interest entities ("VIEs"), including limited partnerships in which the Company has a nominal economic interest and CLOs for which the Company is deemed to be the primary beneficiary.

        With respect to the Consolidated Funds, which typically represent limited partnerships and single member limited liability companies, the Company earns a fixed management fee based on invested capital or a derivation thereof, and a performance fee based upon the investment returns in excess of a stated benchmark or hurdle rate. The Company, as the general partner of various funds, generally has operational discretion and control, and limited partners have no substantive rights to impact ongoing governance and operating activities of the fund. Such a fund is required to be consolidated unless the Company has a less than significant level of equity at risk. The fund is typically considered a VIE, as described below, to the extent that the Company's equity at risk is less than significant in a given fund and it has no obligation to fund any future losses. In these cases, the fund investors are generally deemed to be the primary beneficiaries, and the Company does not consolidate the fund. In cases where the Company's equity at risk is deemed to be significant, the fund is generally not considered to be a VIE, and the Company will generally consolidate the fund unless the limited partners are granted substantive rights to remove the general partner or liquidate the fund. These rights are known as kick-out rights.

Variable Interest Model

        The Company consolidates entities that are determined to be VIEs where the Company is deemed to be the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity's business and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation rules require an analysis to determine whether (i) an entity in which the Company holds a variable interest is a VIE and (ii) the Company's involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would give the Company a controlling financial interest. The consolidation rules may be deferred for VIEs if the VIE and the reporting entity's interest in VIE meet deferral conditions set forth in FASB Accounting Standards Codification ("ASC") 810-10-65-2. Certain limited partnerships meet the deferral conditions if: (a) the limited partnerships generally have all the attributes of an investment company, (b) the Company does not have the obligation to fund losses of the limited partnership and (c) the limited partnership is not a securitization, asset-backed financing entity or qualifying special purpose vehicle. Where a VIE qualifies for the deferral of the consolidation rules, the analysis is based on consolidation rules prior to January 1, 2010. These rules require an analysis to determine (i) whether an entity in which the Company holds a variable interest is a VIE and (ii) whether the Company's involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees) would be expected to

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

absorb a majority of the variability of the entity. Under either guideline, the Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders the conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively; however, if the primary beneficiary is not readily determinable, a quantitative assessment may also be performed. This analysis requires judgment. These judgments include: (1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties' equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity, (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and (6) estimating cash flows in evaluating which member within the equity group absorbs a majority of the expected losses and hence would be deemed the primary beneficiary.

        As of June 30, 2015 and December 31, 2014, assets of consolidated VIEs reflected in the Condensed Consolidated Statements of Financial Condition were $13.7 billion and $14.2 billion, respectively, and are presented within "Assets of Consolidated Funds." As of June 30, 2015 and December 31, 2014, liabilities of consolidated VIEs reflected in the Condensed Consolidated Statements of Financial Condition were $12.7 billion and $13.2 billion, respectively, and are presented within "Liabilities of Consolidated Funds." The holders of the consolidated VIEs' liabilities do not have recourse to the Company other than to the assets of the consolidated VIEs. The assets and liabilities of the consolidated VIEs are comprised primarily of investment securities and loan obligations, respectively. All significant intercompany transactions and balances have been eliminated in consolidation.

        As of June 30, 2015 and December 31, 2014, the Company held $204.5 million and $193.0 million of investments in these consolidated VIEs, respectively, which represents its maximum exposure to loss.

    Deconsolidated Funds

        Certain funds that have historically been consolidated in the financial statements are no longer consolidated because, as of the reporting period: (a) they were liquidated or dissolved, including one and three funds for the six months ended June 30, 2015 and 2014, respectively, (b) the Company no longer holds a majority voting interest, including four funds for the six months ended June 30, 2014, or (c) the Company is no longer deemed to be the primary beneficiary of the VIEs as it has no economic interest, no obligation to absorb losses and no significant rights to receive benefits from the VIEs, including eight and eleven funds for the six months ended June 30, 2015 and 2014, respectively. For deconsolidated funds, the Company continues as the general partner and/or investment manager until such funds are fully liquidated.

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Equity Appropriated for Consolidated Funds

        As of June 30, 2015 and December 31, 2014, the Company consolidated 26 and 31 CLOs, respectively. CLOs are investment vehicles created for the sole purpose of issuing collateralized loan obligations. Upon consolidation, the Company elected the fair value option for eligible liabilities to mitigate accounting mismatches between the carrying value of the assets and liabilities. The Company accounts for the excess in fair value of assets over liabilities as changes in equity appropriated for Consolidated Funds. Net income (loss) of the CLOs is allocated to equity appropriated for Consolidated Funds.

        The loan obligations issued by the CLOs are backed by diversified collateral asset portfolios and by structured debt or equity. In exchange for managing the collateral for the CLOs, the Company earns management fees, including, in some cases, senior and subordinated management fees and contingent performance fees. In cases where the Company earns fees from a fund that it consolidates with the CLOs, those fees have been eliminated as intercompany transactions. The Company's holdings in these CLOs are generally subordinated to other interests in the entities and entitle the Company to receive a pro rata portion of the residual cash flows, if any, from the entities. Additionally, the Company may invest in other senior secured notes, which are repaid based on available cash flows subject to priority of payments under each Consolidated CLO's governing documents. Investors in the CLOs generally have no recourse against the Company for any losses sustained in the capital structure of each CLO.

Investments in Non-Consolidated Variable Interest Entities

        The Company holds interests in certain VIEs that are not consolidated because the Company has determined it is not the primary beneficiary. The Company's interest in such entities generally is in the form of direct equity interests and fixed fee arrangements. The maximum exposure to loss represents the potential loss of assets by the Company relating to these non-consolidated entities. There is no difference between the carrying value and fair value as investments in the non-consolidated VIEs are carried at fair value. The Company's interests and the Consolidated Funds' interests in these non-consolidated VIEs and their respective maximum exposure to loss relating to non-consolidated VIEs are as follows:

 
  As of June 30,
2015
  As of December 31,
2014
 

Maximum exposure to loss attributable to the Company's investment in non-consolidated VIEs

  $ 19,453   $ 14,851  

Maximum exposure to loss attributable to Consolidated Funds' investments in non-consolidated VIEs

  $ 2,320   $ 2,519  

Basis of Accounting

        The accompanying condensed consolidated financial statements are prepared in accordance with GAAP. Certain comparative amounts for prior periods have been reclassified to conform to the current year's presentation. Management has determined that the Company's Consolidated Funds are investment

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

companies under GAAP for the purposes of financial reporting based on the following characteristics: the Consolidated Funds obtain funds from one or more investors and provide investment management services and the Consolidated Funds' business purpose and substantive activities are investing funds for returns from capital appreciation and/or investment income. Therefore, investments of Consolidated Funds are recorded at fair value and the unrealized appreciation (depreciation) in an investment's fair value is recognized on a current basis in the Condensed Consolidated Statements of Operations. Additionally, the Consolidated Funds do not consolidate their majority-owned and controlled investments in portfolio companies. In the preparation of these condensed consolidated financial statements, the Company has retained the specialized accounting guidance for the Consolidated Funds under GAAP.

        All of the investments held and CLO loan obligations issued by the Consolidated Funds are presented at their estimated fair values in the Company's Condensed Consolidated Statements of Financial Condition. The excess of the CLO assets over the CLO liabilities upon consolidation is reflected in the Company's Condensed Consolidated Statements of Financial Condition as equity appropriated for Consolidated Funds. Net income attributable to the investors in the CLOs is included in net income (loss) attributable to non-controlling interests in Consolidated Funds in the Condensed Consolidated Statements of Operations and equity appropriated for Consolidated Funds in the Condensed Consolidated Statements of Financial Condition.

Use of Estimates

        The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. These assumptions and estimates require management to exercise judgment in the process of applying the Company's accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on performance fee revenue and performance fee compensation involve a high degree of judgment and complexity, and these assumptions and estimates may be significant to the condensed consolidated financial statements. Actual results could differ from these estimates and such differences could be material.

Non-Controlling Interests in Ares Operating Group Entities

        Following the Reorganization, non-controlling interests in Ares Operating Group entities (collectively, the "Ares Operating Group Units" or "AOG Units") represent a component of equity and net income attributable to the owners of AOG Units that are not held directly or indirectly by Ares Management, L.P. These interests are adjusted for contributions to and distributions from Ares Operating Group entities during the reporting period and are allocated income from the Ares Operating Group entities based on their historical ownership percentage for the proportional number of days in the reporting period.

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        For the periods presented prior to the Reorganization, non-controlling interests in Ares Operating Group entities represent equity interests and net income attributable to various minority non-control oriented strategic investment partners, which were reflected as non-controlling interests in the Predecessor's historical results.

Redeemable Interest in Ares Operating Group Entities

        Redeemable interests in Ares Operating Group entities represent a portion of the collective ownership interest in Ares Operating Group Units granted to professionals of the Company in connection with the Company's acquisition of Indicus Advisors, LLP ("Indicus") during 2011. This ownership interest may be redeemed for a cash payment of $20.0 million provided that a portion of such interests are subject to certain conditions relating to continued employment. Income is allocated in proportion to the redeemable interests' ownership percentage in Ares Operating Group Units.

Income Allocation

        Income (loss) before taxes is allocated based on each partner's average daily ownership of the Ares Operating Group entities for each year presented. The net income attributable to Ares Management, L.P. for the six months ended June 30, 2015 represents its average daily ownership of 37.85%.

Equity-Method Investments

        The Company accounts for its investments held by its operating subsidiary, and in which it has or is otherwise presumed to have significant influence, including investments in unconsolidated funds and strategic investments, using the equity-method of accounting or at fair value pursuant to the fair value option permitted by FASB ASC 825, Financial Instruments.

        The fair value option permits the irrevocable fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company elected the fair value option for certain of its equity-method investments. Unrealized appreciation (depreciation) and realized gains (losses) from the Company's equity-method investments at fair value are included within net change in unrealized appreciation (depreciation) on investments and net realized gain (loss) on investments, respectively, on the Condensed Consolidated Statements of Operations.

        When the fair value option is not elected, the carrying value of investments accounted for using equity-method accounting is determined based on amounts invested by the Company, adjusted for the equity in earnings or losses of the investee allocated based on the respective partnership agreements, less distributions received. The Company evaluates the equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The Company's share of the investee's income and expenses for the Company's equity-method investments is included within net realized gain (loss) on investments on the Condensed Consolidated Statements of Operations.

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

        In February 2015, the FASB issued ASU 2015-2, Consolidation (Topic 810)—Amendments to the Consolidation Analysis. ASU 2015-2 amends the consolidation standards for reporting entities that are required to evaluate whether they should consolidate certain legal entities. Under the new guidance, all legal entities are subject to reevaluation under a revised consolidation model. Specifically, the guidance (i) modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities; (ii) eliminates the presumption that a general partner should consolidate a limited partnership; (iii) affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (iv) provides a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940, as amended for registered money market funds. The guidance in ASU 2015-2 is effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

        In April 2015, the FASB issued ASU 2015-3, Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs. ASU 2015-3 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the new guidance. ASU 2015-3 is effective for annual reporting periods, including interim periods within those reporting periods, beginning after December 15, 2015, and early adoption is permitted. The guidance is to be applied on a retrospective basis and accounted for as a change in accounting principle. The Company elected to adopt this guidance during the first quarter of 2015 in its Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2015 filed with the Securities and Exchange Commission. Accordingly, unamortized bond debt issuance costs as of June 30, 2015 of $2.1 million for the Notes (as defined in Note 8) are reported as a reduction from the carrying amount of the debt obligation in the Condensed Consolidated Statements of Financial Condition. Unamortized bond debt issuance costs of $2.3 million for the Notes as of December 31, 2014, which were previously reported in other assets in the Condensed Consolidated Statements of Financial Condition, have been reclassified as a deduction from the carrying amount of the debt. However, the unamortized debt issuance costs related to the Company's Credit Facility (as defined in Note 8), of $4.7 million and $5.3 million as of June 30, 2015 and December 31, 2014, respectively, continue to be included in other assets in the Condensed Consolidated Statements of Financial Condition. Additionally, the unamortized debt issuance costs related to the Consolidated Funds' Credit Facility (as defined in Note 8) of $2.7 million and $6.3 million as of June 30, 2015 and December 31, 2014, respectively, continue to be included in other assets in the Condensed Consolidated Statements of Financial Condition. The changes represent the change in accounting principle that has been applied to all periods presented for consistency.

        In May 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820)—Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2015-07

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. Removing these investments from the fair value hierarchy will eliminate diversity in current practice resulting from the way in which investments measured at net asset value per share with future redemption dates are classified and ensure that all investments categorized in the fair value hierarchy are classified using a consistent approach. Investments that calculate net asset value per share, but for which the practical expedient is not applied, will continue to be included in the fair value hierarchy. ASU 2015-07 is effective for public entities for annual reporting periods beginning after December 15, 2015 and interim periods within those reporting periods and should be applied retrospectively to all periods presented. Early adoption of the amendments is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

3. BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE ASSETS

Acquisition of EIF Management, LLC

        On January 1, 2015, the Company completed the acquisition of all of the outstanding membership interests of EIF Management, LLC ("EIF"), a Delaware limited liability company, in accordance with the membership interest purchase agreement entered into on October 30, 2014. EIF is an asset manager in the U.S. power and energy assets industry with approximately $4.4 billion of AUM across four commingled funds and five related co-investment vehicles at June 30, 2015. As a result of the acquisition, the Company now has an energy infrastructure equity strategy focused on generating long-term, cash-flowing investments in the power generation, transmission and midstream energy sector. EIF is presented within the Company's Private Equity Group segment.

        The acquisition-date fair value of the consideration transferred totaled $149.2 million, which consisted of the following:

Cash

  $ 64,532  

Equity (1,578,947 Ares Operating Group units)

    25,468  

Contingent consideration

    59,171  

Total

  $ 149,171  

        The acquisition-date fair value of $25.5 million for the 1,578,947 Ares Operating Group Units issued was determined based on the volume weighted average price of Ares common units on the New York Stock Exchange from October 17, 2014 to November 13, 2014.

        The transaction also included contingent consideration that is payable to EIF's former membership interest holders if Ares successfully launches a new fund ("Fund V") that meets certain revenue and fee paying commitment targets during Fund V's commitment period.

        The fair value of the liability for contingent consideration as of the acquisition date was $78.0 million and is subject to change until the liability is settled with the related impact recorded to our condensed

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

3. BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE ASSETS (Continued)

consolidated statements of operations as acquisition-related and other expenses. Contingent consideration includes (i) cash and equity consideration, with fair value estimated to be approximately $59.2 million, that are not subjected to vesting or are fully vested and will be recorded as purchase price and (ii) equity consideration, with fair value estimated to be approximately $18.8 million, that will generally vest ratably over a period of two to five years after Fund V's final closing and will be recorded as equity-based compensation. Up to half of the Ares Operating Group Units that have been issued are exchangeable from and after July 1, 2015 and all of the Ares Operating Group Units that have been issued are exchangeable in the transaction from and after January 2, 2016, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications, or, at the Company's option, for cash.

        The fair value of the contingent consideration was estimated using an income approach, specifically a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level III measurement as defined in ASC 820. The key assumptions in applying the discounted cash flow model are as follows: discount rate of 4.1% estimated based on the short-term, pre-tax cost of debt and probability adjusted revenues between $16.9 million and $45.0 million.

        The following is a summary of the fair values of assets acquired and liabilities assumed for the EIF acquisition as of January 1, 2015, based upon third-party valuations of certain intangible assets. The valuations are provisional and are subject to change. Additionally, the Company evaluated three leases assumed in connection with the EIF acquisition as of January 1, 2015. Based upon the existing terms of the acquired leases, the Company determined that the lease payments are at current market conditions. The fair value of assets acquired and liabilities assumed are estimated to be:

Cash

  $ 95  

Other tangible assets

    610  

Intangible assets:

       

Management contracts

    48,521  

Client relationships

    38,600  

Trade name

    3,200  

Total intangible assets

    90,321  

Total identifiable assets acquired

    91,026  

Accounts payable, accrued expenses and other liabilities

    455  

Total liabilities assumed

    455  

Net identifiable assets acquired

  $ 90,571  

Goodwill:

       

Assembled workforce

  $ 8,300  

Others

    50,300  

Total goodwill

    58,600  

Net assets acquired

  $ 149,171  

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Table of Contents


Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

3. BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE ASSETS (Continued)

        The Company incurred $3.3 million of acquisition-related costs, which are expensed as incurred and reported within general, administrative and other expenses within the Condensed Consolidated Statements of Operations.

        The carrying value of goodwill was $58.6 million as of June 30, 2015 and is entirely allocated to the Private Equity Group segment. The goodwill to be recognized is attributable primarily to expected synergies and the assembled workforce of EIF.

        The $90.3 million acquired intangible assets are assigned to finite-lived intangible assets as follows:

    $38.6 million is provisionally assigned to client relationship and is subject to an estimated useful life of approximately 12 to 15 years;

    $48.5 million is provisionally assigned to acquired management contracts and is subject to an estimated useful life of approximately two to four years; and

    $3.2 million is provisionally assigned to trade name that is subject to an estimated useful life of approximately seven to eight years.

        In connection with certain business combinations and asset acquisitions, the Company records the fair value of intangible assets acquired and, where necessary, goodwill.

Goodwill and Intangible Assets

        The following table summarizes the carrying value for the Company's intangible assets:

 
  As of
June 30,
2015
  As of
December 31,
2014
 

Finite-lived intangible assets

  $ 204,571   $ 114,102  

Less: accumulated amortization

    (100,835 )   (73,154 )

Finite-lived intangible assets, net

    103,736     40,948  

Goodwill

    144,210     85,582  

Total intangible assets and goodwill, net

  $ 247,946   $ 126,530  

        There were no impairments of goodwill recorded as of June 30, 2015 and December 31, 2014.

Finite-Lived Intangible Assets, Net

        Intangible assets, net represents the fair value in excess of carrying value related to the acquisition of management contracts, client relationships and a trade name, and the future benefits of managing new assets for existing clients.

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

3. BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE ASSETS (Continued)

        The following table summarizes the carrying value, net of accumulated amortization, for the Company's intangible assets:

 
  As of
June 30,
2015
  As of
December 31,
2014
 

Previously acquired management contracts(1)

  $ 114,250   $ 114,102  

EIF management contracts

    48,521      

EIF client relationships

    38,600      

EIF trade name

    3,200      

Total intangible assets acquired

    204,571     114,102  

Less: accumulated amortization

    (100,835 )   (73,154 )

Intangible assets, net

  $ 103,736   $ 40,948  

(1)
Intangibles relating to London based asset manager are recorded in Pounds Sterling and are translated at the spot rate at each reporting date.

        Amortization expense associated with intangible assets was $10.6 million and $6.7 million for the three months ended June 30, 2015 and 2014, respectively, and $27.5 million and $15.5 million for the six months ended June 30, 2015 and 2014, respectively, and is included in general, administrative and other expenses within the Condensed Consolidated Statements of Operations.

        For the three and six months ended June 30, 2015, the Company accelerated amortization expense by $6.0 million to remove the remaining carrying value of certain management contracts within the Tradable Credit Group that are being terminated . For the three and six months ended June 30, 2014, the Company accelerated amortization expense by $1.0 million and $3.9 million, respectively, to remove the remaining carrying value of certain management contracts within the Tradable Credit Group that had terminated.

4. INVESTMENTS

Investments of the Company

        The Company's investments are comprised of equity-method investments and investments presented at fair value in accordance with the investment company guidance.

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

4. INVESTMENTS (Continued)

Fair Value Investments

        The Company's fair value investments are presented below:

 
  Fair value at   Fair value as a
percentage of total
investments at
 
 
  June 30,
2015
  December 31,
2014
  June 30,
2015
  December 31,
2014
 

Private Investment Partnership Interests:

                         

AREA European Property Enhancement Program L.P. 

  $ 2,177   $ 1,760     1.1 %   1.0 %

AREA Sponsor Holdings LLC

    44,751     40,296     21.9 %   23.6 %

Ares Cactus Private Asset Backed Fund, L.P. 

    17         0.0 %    

ACE II Master Fund L.P

    20,017     15,623     9.9 %   9.2 %

Ares Centre Street Partnership, L.P. 

    3,421     256     1.7 %   0.2 %

Ares Commercial Finance Blocker (A), Inc

    103         0.1 %    

Ares Corporate Opportunities Fund, L.P.(2)

    618     777     0.3 %   0.5 %

Ares Corporate Opportunities Fund IV, L.P. 

    27,565     21,836     13.6 %   12.8 %

Ares Credit Strategies Fund II, L.P. 

    597     627     0.3 %   0.4 %

Ares Credit Strategies Fund III, L.P. 

    19     19     0.0 %   0.0 %

Ares European Credit Strategies Fund (C) L.P(1). 

    581     497     0.3 %   0.3 %

Ares European Loan Opportunities Fund, L.P(1)(3). 

    1,435         0.7 %    

Ares European Real Estate Fund IV L.P. 

    1,214     2,455     0.6 %   1.4 %

Ares Multi-Strategy Credit Fund V (H), L.P. 

    1,084     1,068     0.5 %   0.6 %

Ares Special Situations Fund I-B, L.P. 

    1     2     0.0 %   0.0 %

Ares Special Situations Fund III, L.P. 

    26,941     26,867     13.3 %   15.8 %

Ares Special Situations Fund IV, L.P.(3). 

    12,119         6.0 %    

Ares SSF Riopelle, L.P. 

    4,055     4,211     2.0 %   2.5 %

Ares Strategic Investment Partners, L.P. 

    2,563     75     1.3 %   0.0 %

Ares Strategic Investment Partners III, L.P. 

        2,672         1.6 %

Ares Strategic Real Estate Program—HHC, LLC

    4,071     3,094     2.0 %   1.8 %

Ares US Real Estate Fund VIII, L.P.(3)

    3,035     1,574     1.5 %   0.9 %

Resolution Life L.P. 

    45,348     45,348     22.3 %   26.6 %

Total private investment partnership interests (cost: $159,130 and $128,756 at June 30, 2015 and December 31, 2014, respectively)

    201,732     169,057     99.4 %   99.2 %

Common Stock:

                         

Ares Multi-Strategy Credit Fund, Inc. 

    90     89     0.0 %   0.1 %

Total common stock (cost: $113 and $108 at June 30, 2015 and December 31, 2014, respectively)

    90     89     0.0 %   0.1 %

Corporate Bonds:

                         

Ares Commercial Real Estate Corporation Convertible Senior Notes

    1,178     1,178     0.6 %   0.7 %

Total corporate bond (cost: $1,150, at June 30, 2015 and December 31, 2014, respectively)

    1,178     1,178     0.6 %   0.7 %

Total fair value investments (cost: $160,393 and $130,014 at June 30, 2015 and December 31, 2014, respectively)

  $ 203,000   $ 170,324     100.0 %   100.0 %

(1)
Investment or portion of the investment is denominated in foreign currency; fair value is translated into U.S. Dollars

(2)
Security represents the sole investment held by ACOF Co- Investors LLC

(3)
Represents underlying security that is held through various legal entities

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

4. INVESTMENTS (Continued)

Equity-Method Investments

        The Company's equity-method investments include investments that are not consolidated but in which the Company exerts significant influence. The Company's equity-method investments, including those where the fair value option was elected, are summarized below:

 
  As of June 30,
2015
  As of December 31,
2014
 

Equity-method investment

  $ 4,138   $ 3,728  

Equity-method investment at fair value

    11,000      

Total equity-method investment

  $ 15,138   $ 3,728  

Investments of the Consolidated Funds

        Investments held in the Consolidated Funds are summarized below:

 
  Fair value at   Fair value as a
percentage of total
investments at
 
 
  June 30,
2015
  December 31,
2014
  June 30,
2015
  December 31,
2014
 

United States:

                         

Fixed income securities:

                         

Consumer discretionary

  $ 2,958,743   $ 3,136,899     16.7 %   16.3 %

Consumer staples

    242,866     221,708     1.4 %   1.2 %

Energy

    311,491     416,861     1.7 %   2.2 %

Financials

    464,587     401,673     2.6 %   2.1 %

Healthcare, education and childcare

    867,302     1,191,619     5.0 %   6.2 %

Industrials

    1,517,513     1,717,523     8.6 %   9.0 %

Information technology

    724,416     745,920     4.1 %   3.9 %

Materials

    462,869     393,569     2.6 %   2.1 %

Partnership and LLC interests

    112,458     16,256     0.6 %   0.1 %

Telecommunication services

    1,201,269     1,287,688     6.8 %   6.7 %

Utilities

    186,757     223,553     1.0 %   1.2 %

Total fixed income securities (cost: $9,175,375 and $9,928,006, at June 30, 2015 and December 31, 2014, respectively)

    9,050,271     9,753,269     51.1 %   51.0 %

Equity securities:

                         

Consumer discretionary

    3,105,616     2,852,369     17.4 %   14.9 %

Consumer staples

    409,690     443,711     2.3 %   2.3 %

Energy

    68,000     150,755     0.4 %   0.8 %

Financials

    9,466     8,272     0.1 %   0.0 %

Healthcare, education and childcare

    368,950     464,159     2.1 %   2.4 %

Industrials

    136,688     128,247     0.8 %   0.7 %

Materials

    990         0.0 %    

Partnership and LLC interests

    115,373     89,105     0.6 %   0.5 %

Telecommunication services

    7,284     16,576     0.1 %   0.1 %

Total equity securities (cost: $2,796,717 and $2,964,900 at June 30, 2015 and December 31, 2014, respectively)            

    4,222,057     4,153,194     23.8 %   21.7 %

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Table of Contents


Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

4. INVESTMENTS (Continued)

 
  Fair value at   Fair value as a
percentage of total
investments at
 
 
  June 30,
2015
  December 31,
2014
  June 30,
2015
  December 31,
2014
 

Europe:

                         

Fixed income securities:

                         

Consumer discretionary

    820,560     1,080,270     4.6 %   5.6 %

Consumer staples

    112,612     126,766     0.6 %   0.7 %

Energy

    669     16,509     0.0 %   0.1 %

Financials

    364,137     345,811     2.0 %   1.8 %

Healthcare, education and childcare

    322,346     303,116     1.8 %   1.6 %

Industrials

    462,782     526,214     2.6 %   2.8 %

Information technology

    166,232     130,504     0.9 %   0.7 %

Materials

    364,445     326,659     2.0 %   1.7 %

Telecommunication services

    589,305     833,015     3.3 %   4.4 %

Utilities

    1,151     2,516     0.0 %   0.0 %

Total fixed income securities (cost: $3,253,748 and $3,813,343 at June 30, 2015 and December 31, 2014, respectively)

    3,204,239     3,691,380     17.8 %   19.4 %

Equity securities:

                         

Consumer discretionary

    4,511     2,940     0.0 %   0.0 %

Consumer staples

    1,110     862     0.0 %   0.0 %

Healthcare, education and childcare

    39,813     27,774     0.2 %   0.1 %

Industrials

        76         0.0 %

Partnership and LLC interests

    18,282     17,107     0.1 %   0.1 %

Telecommunication services

    6,357     4,686     0.0 %   0.0 %

Total equity securities (cost: $105,730 and $98,913 at June 30, 2015 and December 31, 2014, respectively)

    70,073     53,445     0.3 %   0.2 %

Asia and other:

                         

Fixed income securities:

                         

Consumer discretionary

    72,703     73,250     0.4 %   0.4 %

Financials

    336,855     493,618     1.9 %   2.6 %

Healthcare, education and childcare

    37,766     41,536     0.2 %   0.2 %

Telecommunication services

    38,095     30,777     0.2 %   0.2 %

Total fixed income securities (cost: $454,647 and $579,436, at June 30, 2015 and December 31, 2014, respectively)

    485,419     639,181     2.7 %   3.4 %

Equity securities:

                         

Consumer discretionary

    66,875     89,897     0.4 %   0.5 %

Consumer staples

    59,237     62,467     0.3 %   0.3 %

Healthcare, education and childcare

    32,598     33,610     0.2 %   0.2 %

Materials

    57,100     52,947     0.3 %   0.3 %

Partnership and LLC interests

    17,723     13,478     0.1 %   0.1 %

Utilities

    8,489     8,994     0.0 %   0.0 %

Total equity securities (cost: $180,041 and $184,022 at June 30, 2015 and December 31, 2014, respectively)

    242,022     261,393     1.3 %   1.4 %

20


Table of Contents


Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

4. INVESTMENTS (Continued)

 
  Fair value at   Fair value as a
percentage of total
investments at
 
 
  June 30,
2015
  December 31,
2014
  June 30,
2015
  December 31,
2014
 

Canada:

                         

Fixed income securities:

                         

Consumer discretionary

    63,140     71,379     0.4 %   0.4 %

Consumer staples

    8,405         0.0 %    

Energy

    58,282     60,605     0.3 %   0.3 %

Healthcare, education and childcare

    114,442     84,470     0.6 %   0.4 %

Industrials

    24,774     30,009     0.1 %   0.2 %

Materials

        5,625         0.0 %

Partnership and LLC interests

    4,839     1,327     0.0 %   0.0 %

Telecommunication services

    86,622     109,805     0.5 %   0.6 %

Total fixed income securities (cost: $388,488 and $396,108 at June 30, 2015 and December 31, 2014, respectively)

    360,504     363,220     1.9 %   1.9 %

Equity securities:

                         

Energy

                 

Total equity securities (cost: $68,249 and $68,249 at June 30, 2015 and December 31, 2014, respectively)

                 

Australia:

                         

Fixed income securities:

                         

Energy

    72,242     66,150     0.4 %   0.3 %

Industrials

    41,394     32,146     0.2 %   0.2 %

Utilities

    88,626     94,738     0.5 %   0.5 %

Total fixed income securities (cost: $223,185 and $213,759 at June 30, 2015 and December 31, 2014, respectively)

    202,262     193,034     1.1 %   1.0 %

Equity Securities:

                         

Telecommunication services

    4,626     7,547     0.0 %   0.0 %

Utilities

    6,356     8,287     0.0 %   0.0 %

Total equity securities (cost: $20,464 and $22,233 at June 30, 2015 and December 31, 2014, respectively)            

    10,982     15,834     0.0 %   0.0 %

Total fixed income securities

    13,302,695     14,640,084     74.6 %   76.7 %

Total equity securities

    4,545,134     4,483,866     25.4 %   23.3 %

Total investments, at fair value

  $ 17,847,829   $ 19,123,950     100.0 %   100.0 %

Securities sold short, at fair value                       

  $ (3,493 ) $ (3,763 )   100.0 %   100.0 %

        At June 30, 2015 and December 31, 2014, no single issuer or investment, including derivative instruments and underlying portfolio investments of the Consolidated Funds, had a fair value that exceeded 5.0% of the Company's total consolidated net assets.

21


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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

5. FAIR VALUE

        GAAP establishes a hierarchal disclosure framework which prioritizes the inputs used in measuring financial instruments at fair value into three levels based on their market observability. Market price observability is affected by a number of factors, including the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or for which fair value can be measured based on actively quoted prices generally will 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 unadjusted prices for identical instruments in active markets to which the Company has access at the date of measurement.

    Level II—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are directly or indirectly observable. Level II inputs include prices in markets for which there are few transactions, prices that are not current, 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—Model-derived valuations for which one or more significant inputs are unobservable. These inputs reflect the Company's assessment of the assumptions that market participants use to value the investment based on the best available information.

        In some instances, an instrument may fall into different levels 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.

Investment / Liability Valuations

        The valuation techniques used by the Company to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation techniques applied to investments held by the Company and by the Consolidated Funds vary depending on the nature of the investment.

        CLO loan obligations:    The Company has elected the fair value option to measure the CLO loan obligations at fair value as the Company has determined that measurement of the loan obligations issued by the CLOs at fair value better correlates with the value of the assets held by the CLOs, which are held to provide the cash flows for the note obligations.

        The fair value of CLO liabilities is estimated based on various valuation models of third-party pricing services as well as internal models. The valuation models generally utilize discounted cash flows and take

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

5. FAIR VALUE (Continued)

into consideration prepayment and loss assumptions, based on historical experience and projected performance, economic factors, the characteristics and condition of the underlying collateral, comparable yields for similar securities and recent trading activity. These securities are classified as Level III.

        Corporate debt, bonds, bank loans, securities sold short and derivative instruments:    The fair value of corporate debt, bonds, bank loans, securities sold short and derivative instruments is estimated based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs. These investments are generally classified within Level II. The Company obtains prices from independent pricing services that generally utilize broker quotes and may use various other pricing techniques, which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. If the pricing services are only able to obtain a single broker quote or utilize a pricing model, such securities will be classified as Level III. If the pricing services are unable to provide prices, the Company will attempt to obtain one or more broker quotes directly from a dealer, price such securities at the last bid price obtained and classify such securities as Level III.

        Equity and equity-related securities:    Securities traded on a national securities exchange are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level I. Securities that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs obtained by the Company from independent pricing services are classified as Level II.

        Partnership interests:    In accordance with ASU 2009-12, Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent), the Company generally values its investments using the net asset value ("NAV") per share equivalent calculated by the investment manager as a practical expedient to determining an independent fair value or estimates based on various valuation models of third-party pricing services, as well as internal models. Such valuations are classified as Level II to the extent the investments are currently redeemable; if the investments are subject to a lock-up period, they are classified as Level III.

        Certain investments of the Company and the Consolidated Funds are valued at NAV per share of the fund. In limited circumstances, the Company may determine, based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, the Company will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with the requirements of GAAP. However, as of June 30, 2015 and December 31, 2014, the Company believes that NAV per share represents the fair value of the investments.

        The substantial majority of the Company's private commingled funds are closed-ended, and accordingly, do not permit investors to redeem their interests other than in limited circumstances that are beyond the control of the Company, such as instances in which retaining the interest could cause the investor to violate a law, regulation or rule. Investors in open-ended and evergreen funds generally have the right to withdraw their capital, subject to the terms of the respective constituent documents, over

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Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

5. FAIR VALUE (Continued)

periods ranging from one month to three years. In addition, separately managed investment vehicles for a single fund investor may allow such investors to terminate the fund at the discretion of the investor pursuant to the terms of the applicable constituent documents of such vehicle.

        In the absence of observable market prices, the Company values Level III investments using consistent valuation methodologies, typically market- or income-based approaches. The main inputs into the Company's valuation model for Level III securities include earnings multiples (based on the historical earnings of the issuer) and discounted cash flows. The Company may also consider original transaction price, recent transactions in the same or similar instruments, completed third-party transactions in comparable instruments and other liquidity, credit and market risk factors. The quarterly valuation process for Level III investments begins with each investment or loan being valued by the investment or valuation teams. The valuations are then reviewed and approved by the valuation committee, which consists of senior members of the investment team and other senior managers. All Level III investment values are ultimately approved by the valuation committees and designated investment professionals. For certain investments, the valuation process also includes a review by independent valuation parties, at least annually, to determine whether the fair values determined by management are reasonable. Results of the valuation process are evaluated each quarter, including an assessment of whether the underlying calculations should be adjusted. In connection with this process, the Company evaluates changes in fair value measurements from period to period for reasonableness, considering items such as industry trends, general economic and market conditions and factors specific to the investment.

        Certain Level III assets are valued using prices obtained from brokers or pricing vendors. The Company obtains an average of one to two non-binding broker quotes. The Company seeks to obtain at least one quote directly from a broker making a market for the asset and one price from a pricing vendor for each security or similar securities. For investments where more than one quote is received, the investments are classified as Level II. For investments where only one quote is received, the investments are classified as Level III as the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustment for investment-specific factors or restrictions. Generally, the Company does not adjust any of the prices received from these sources but material prices are reviewed against the Company's valuation models with a limited exception for securities that are deemed to have no value. The Company evaluates the prices obtained from brokers and pricing vendors based on available market information, including trading activity of the subject or similar securities or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Company may also perform back-testing of valuation information obtained from brokers and pricing vendors against actual prices received in transactions to validate pricing discrepancies. In addition to on-going monitoring and back-testing, the Company performs due diligence procedures over pricing vendors to understand their methodology and controls to support their use in the valuation process and to ensure compliance with required accounting disclosures.

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Table of Contents


Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

5. FAIR VALUE (Continued)

Fair Value of Financial Instruments Held by the Company and Consolidated Funds

        The tables below summarize the valuation of investments and other financial instruments by fair value hierarchy levels for the Company and Consolidated Funds as of June 30, 2015:

Investments and Derivatives of the Company

 
  Level I   Level II   Level III   Total  

Investments, at fair value

                         

Equity securities

  $ 90   $   $   $ 90  

Bonds

        1,178         1,178  

Partnership interests

            212,732     212,732  

Total investments, at fair value

    90     1,178     212,732     214,000  

Derivative assets, at fair value

                         

Forward foreign currency contracts

        1,594         1,594  

Total derivative assets, at fair value

        1,594         1,594  

Total

  $ 90   $ 2,772   $ 212,732   $ 215,594  

Derivative liabilities, at fair value

                         

Forward foreign currency contracts

  $   $ (2,147 ) $   $ (2,147 )

Interest rate contracts

        (820 )       (820 )

Total derivative liabilities, at fair value

  $   $ (2,967 ) $   $ (2,967 )

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Table of Contents


Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

5. FAIR VALUE (Continued)

Investments and Derivatives of Consolidated Funds

 
  Level I   Level II   Level III   Total  

Investments, at fair value

                         

Equity securities

  $ 499,564   $ 312,284   $ 3,452,216   $ 4,264,064  

Bonds

        1,078,684     574,624     1,653,308  

Loans

        10,683,192     702,322     11,385,514  

Collateralized loan obligations

            375,574     375,574  

Partnership interests

            169,304     169,304  

Other

            65     65  

Total investments, at fair value

    499,564     12,074,160     5,274,105     17,847,829  

Derivative assets, at fair value

                         

Foreign exchange contracts

        310         310  

Purchased options

        1,841         1,841  

Other

        1,296         1,296  

Total derivative assets, at fair value

        3,447         3,447  

Total

  $ 499,564   $ 12,077,607   $ 5,274,105   $ 17,851,276  

Derivative liabilities, at fair value

                         

Credit contracts

  $   $ (10,134 ) $   $ (10,134 )

Foreign exchange contracts

        (13,566 )       (13,566 )

Other

        (39 )   (34,275 )   (34,314 )

Total derivative liabilities, at fair value

        (23,739 )   (34,275 )   (58,014 )

Loan obligations of CLOs

            (11,790,706 )   (11,790,706 )

Securities sold short, at fair value        

        (3,493 )       (3,493 )

Total

  $   $ (27,232 ) $ (11,824,981 ) $ (11,852,213 )

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Table of Contents


Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

5. FAIR VALUE (Continued)

        The tables below summarize the valuation of investments and other financial instruments by fair value hierarchy levels for the Company and Consolidated Funds as of December 31, 2014:

Investments and Derivatives of the Company

 
  Level I   Level II   Level III   Total  

Investments, at fair value

                         

Equity securities

  $ 89   $   $   $ 89  

Bonds

        1,178         1,178  

Partnership interests

            169,057     169,057  

Total investments, at fair value

    89     1,178     169,057     170,324  

Derivative assets, at fair value

                         

Forward foreign currency contracts

        5,721         5,721  

Purchased option contracts

        1,902         1,902  

Total derivative assets, at fair value

        7,623         7,623  

Total

  $ 89   $ 8,801   $ 169,057   $ 177,947  

Derivative liabilities, at fair value

                         

Forward foreign currency contracts

  $   $ (2,003 ) $   $ (2,003 )

Interest rate contracts

        (847 )       (847 )

Total derivative liabilities, at fair value

  $   $ (2,850 ) $   $ (2,850 )

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Table of Contents


Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

5. FAIR VALUE (Continued)

Investments and Derivatives of Consolidated Funds

 
  Level I   Level II   Level III   Total  

Investments, at fair value

                         

Equity securities

  $ 590,095   $ 513,771   $ 3,263,311   $ 4,367,177  

Bonds

        1,113,103     565,634     1,678,737  

Loans

        11,312,518     1,070,494     12,383,012  

Collateralized loan obligations

            556,267     556,267  

Partnership interests

            137,272     137,272  

Other

        336     1,149     1,485  

Total investments, at fair value

    590,095     12,939,728     5,594,127     19,123,950  

Derivative assets, at fair value

                         

Foreign exchange contracts

        2,070         2,070  

Other

        1,056         1,056  

Total derivative assets, at fair value

        3,126         3,126  

Total

  $ 590,095   $ 12,942,854   $ 5,594,127   $ 19,127,076  

Derivative liabilities, at fair value

                         

Forward foreign currency contracts

  $   $ (6,906 ) $   $ (6,906 )

Credit contracts

        (13,263 )       (13,263 )

Interest rate swaps

        (21 )       (21 )

Other

            (22,142 )   (22,142 )

Total derivative liabilities, at fair value

        (20,190 )   (22,142 )   (42,332 )

Loan obligations of CLOs(1)

            (12,049,019 )   (12,049,019 )

Securities sold short, at fair value        

        (3,763 )       (3,763 )

Total

  $   $ (23,953 ) $ (12,071,161 ) $ (12,095,114 )

(1)
Ares Enhanced Loan Investment Strategy II, Ltd. ("AELIS II") had not elected to fair value its loan obligation and was therefore carried at cost of $151 through December 31, 2014, after which AELIS II was deconsolidated.

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Table of Contents


Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

5. FAIR VALUE (Continued)

        The following tables set forth a summary of changes in the fair value of the Level III investments for the three months ended June 30, 2015:

Investments and Derivatives of the Company

 
  Partnership
Interests
 

Balance, beginning of period

  $ 193,473  

Purchases(1)

    19,145  

Sales(2)

    (3,053 )

Realized and unrealized appreciation (depreciation), net

    3,167  

Balance, end of period

  $ 212,732  

Changes in unrealized appreciation (depreciation) included in earnings related to financial assets still held at the reporting date

  $ 2,474  

Investments and Derivatives of Consolidated Funds

 
  Equity
Securities
  Fixed
Income
  Partnership
Interests
  Other
Financial
Instruments
  Total  

Balance, beginning of period

  $ 3,321,849   $ 1,664,463   $ 167,985   $ (37,207 ) $ 5,117,090  

Transfer in

        339,481             339,481  

Transfer out

    (13,662 )   (190,415 )           (204,077 )

Purchases(1)

    97,604     51,530     6,523     (4 )   155,653  

Sales(2)

    (12,040 )   (240,259 )   (13,459 )   5,112     (260,646 )

Accrued discounts/premiums

    (4,133 )   698         164     (3,271 )

Realized and unrealized appreciation (depreciation), net

    62,597     27,022     8,255     (2,274 )   95,600  

Balance, end of period

  $ 3,452,215   $ 1,652,520   $ 169,304   $ (34,209 ) $ 5,239,830  

Changes in unrealized appreciation (depreciation) included in earnings related to financial assets still held at the reporting date

  $ 66,813   $ 17,740   $ 1,409   $ (19,595 ) $ 66,367  

(1)
Purchases include paid-in-kind interest and securities received in connection with restructurings.

(2)
Sales include paid-in-kind interest, principal redemptions and securities disposed of in connection with restructurings.

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Table of Contents


Ares Management, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

For the Three Months and Six Months Ended June 30, 2015 and 2014
and as of June 30, 2015 and December 31, 2014
(unaudited)

(Dollars in Thousands, Except Unit Data and as Otherwise Noted)

5. FAIR VALUE (Continued)

        The following tables set forth a summary of changes in the fair value of the Level III investments for the three months ended June 30, 2014:

Investments and Derivatives of the Company

 
  Partnership
Interests
 

Balance, beginning of period

  $ 120,342  

Purchases(1)

    45,492  

Sales(2)

    (43,213 )

Realized and unrealized appreciation (depreciation), net

    14,564  

Balance, end of period

  $ 137,185  

Changes in unrealized appreciation (depreciation) included in earnings related to financial assets still held at the reporting date

  $ 5,551  

Investments and Derivatives of Consolidated Funds

 
  Equity
Securities
  Fixed
Income
  Partnership
Interests
  Other
Financial
Instruments
  Total  

Balance, beginning of period

  $ 2,825,221   $ 3,028,862   $ 43,994   $ (4,453 ) $ 5,893,624  

Transfer in

        190,154             190,154  

Transfer out

    (92,245 )   (293,345 )           (385,590 )

Purchases(1)

    502,775     (270,201 )   1,537     740     234,851  

Sales(2)

    (8,913 )   (750,510 )       (640 )   (760,063 )

Accrued discounts/premiums

    1,440     (887 )       68     621  

Realized and unrealized appreciation (depreciation), net

    157,102     44,753     1,796     (8,917 )   194,734