Ares Management (ARES) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A299 rewritten224 added124 removed1,106 unchanged
All filing items2,103 rewritten1,740 added1,424 removed4,176 unchanged
Sentence counts leave out repeated page headers and footers. 20 of those lines differ and are listed apart under each item.
Summary
counted, not written
- Item 1A lists 99 risk factor headings: 5 new, 10 reworded and 84 unchanged since FY2021. 0 headings from FY2021 no longer appear.
- Sentence by sentence, 1,740 added, 1,424 removed, 2,103 rewritten and 4,176 unchanged across 17 items that differ.
- Not counted above: 20 repeated page header or footer lines also differ. They are listed apart under each item.
New Item 1A headings (5)
- Inflation has adversely affected and may continue to adversely affect our business, results of operations and financial condition of our funds and their portfolio companies.
- Adverse legal and regulatory developments relating to SPACs and their sponsors could adversely affect our business and reputation and result in significant losses and expenses.
- The valuation process for the portfolio holdings of our registered funds and business development companies that we manage may create a conflict of interest.
- We are vulnerable to an increased number of investors seeking to participate in share redemption programs or tender offers of our non-traded vehicles.
- Climate change legislation, regulatory and other efforts to reduce climate change could adversely affect our business.
Removed Item 1A headings (0)
Every FY2021 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (10)
- The COVID-19 pandemic has
[removed: caused severe disruptions in the U.S. and global economy, has]disrupted, and may continue to disrupt, [added: the U.S. and global economy and] industries in which we, our funds and our funds’ portfolio companies operate and could potentially negatively impact us, our funds or our funds’ portfolio companies. - Rapid growth of our businesses, particularly outside the
[removed: United States,][added: U.S.,] may be difficult to sustain and may place significant demands on our administrative, operational and financial resources. - Regulatory changes in jurisdictions outside the
[removed: United States][added: U.S.] could adversely affect our businesses. - Economic sanction laws in the
[removed: United States][added: U.S.] and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies, which could negatively impact our business, financial condition and operating results. - We have made a significant investment in a subsidiary that is the sponsor of a SPAC, and will suffer the loss of all of our investment if the SPAC does not complete
[removed: an acquisition within two years.][added: a business combination by the applicable deadline.] - Certain of the funds or accounts we advise or manage are subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code, and our businesses could be adversely affected if certain of our other funds or accounts fail to satisfy an exception under the [added: U.S. Department of Labor’s] “plan assets”
[removed: regulation under ERISA.][added: regulation.] - Our funds make investments in companies that are based outside of the
[removed: United States,][added: U.S.,] which may expose us to additional risks not typically associated with investing in companies that are based in the[removed: United States.][added: U.S.] - We will be required to pay the TRA Recipients for most of the benefits relating to our use of attributes we receive from prior and future exchanges of
[removed: Ares Operating Group][added: AOG] Units and related transactions. In certain circumstances, payments to the TRA Recipients may be accelerated and/or could significantly exceed the actual tax benefits we realize. - Tax consequences to the direct and indirect holders of
[removed: Ares Operating Group][added: AOG] Units or to general partners in our funds may give rise to conflicts of interests. - Cybersecurity
[removed: risks][added: failures] and[removed: cyber][added: data security] incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our[removed: confidential information and confidential][added: confidential, personal or other sensitive] information[removed: in our possession]and/or damage to our business[removed: relationships,][added: relationships or reputation,] any of which could negatively impact our business, financial condition and operating results.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
299 rewritten, 224 added, 124 removed, 1,106 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
- we are subject to risks related to [removed: COVID-19 and measures taken to mitigate its impact and spread,] [added: COVID-19,] which have affected and may continue to affect various aspects of our and our funds’ businesses;
- challenging market and political conditions in the [removed: United States] [added: U.S.] and globally, including [removed: tensions] [added: risks in respect of a failure to increase the U.S. debt ceiling and the conflict] between Russia and Ukraine, may reduce the value or hamper the performance of the investments made by us and our funds or impair the ability of our funds to raise or deploy capital;
- we face intense competition in the investment management business for investment [removed: opportunities and to attract and retain talent;][added: opportunities;]
- we and our third-party service providers may be subject to cybersecurity risks and [added: our business could be adversely affected by] changes to data protection [removed: regulation;][added: laws and regulations;]
- the use of leverage by us and our funds exposes us to substantial risks, including related to [removed: changes to] the [removed: method of determining LIBOR or the] selection of a replacement for LIBOR;
- third-party investors in our funds may not satisfy their contractual obligation to fund capital [removed: calls, particularly as our retail investor base expands;][added: calls;]
- our holding company structure, Delaware law and contractual restrictions may limit our ability to pay dividends to the holders of our Class A and non-voting common [removed: stock and our dividends are non-cumulative;][added: stock;]
Our businesses are materially affected by conditions in the global financial markets and economic and political conditions throughout the world, such as interest rates, the availability and cost of credit, inflation rates, [removed: economic uncertainty,] changes in laws (including laws relating to our taxation, taxation of our investors and the possibility of changes to regulations applicable to alternative asset managers), trade policies, commodity prices, tariffs, currency exchange rates and controls and national and international political circumstances (including wars and other forms of conflict, civil unrest, terrorist acts, and security [removed: operations)] [added: operations), general economic uncertainty] and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, other adverse weather and climate conditions and pandemics.
Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events in or affecting the world’s major economies, such as ongoing uncertainty following the end of the Brexit [removed: transition] [added: transitional] period on December 31, 2020, hostilities in the Middle East region and more recently between Russia and [removed: Ukraine, and concerns over increasing inflation, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels as well as geopolitical tension, have precipitated market volatility.][added: Ukraine.]
[removed: The extent and impact of any sanctions] [added: Sanctions] imposed [added: by the U.S. and other countries] in connection with [removed: the escalation of] hostilities between Russia and Ukraine [removed: may cause] [added: have caused] additional financial market volatility and [removed: impact] [added: affected] the global economy.
In addition, numerous structural dynamics and persistent market trends have exacerbated volatility [removed: generally.][added: and market uncertainty.]
Concerns over significant volatility in the commodities markets, sluggish economic expansion in [removed: non-U.S.] [added: foreign] economies, including continued concerns over growth prospects in China and emerging markets, growing debt loads for certain [removed: countries and] [added: countries,] uncertainty about the consequences of the U.S. and other governments withdrawing monetary stimulus measures [added: and speculation about a possible recession] all highlight the fact that economic conditions remain unpredictable and volatile.
[added: U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the U.S.] In recent periods, geopolitical tensions, including between the U.S. and [removed: China and between Russia and Ukraine] [added: China,] have escalated.
Further escalation of such tensions and the related imposition of sanctions or other trade barriers may negatively impact the rate of global growth, particularly in China, [removed: which] [added: where growth] has [removed: and continues to exhibit signs of slowing growth.][added: slowed.]
In addition, [added: in an effort to combat inflation] the Federal Reserve [added: has increased the federal funds rate in 2022 and] is widely expected to [added: further] increase the federal funds rate in [removed: 2022.][added: 2023.]
The COVID-19 pandemic has [removed: caused severe disruptions in the U.S. and global economy, has] disrupted, and may continue to disrupt, [added: the U.S. and global economy and] industries in which we, our funds and our funds’ portfolio companies operate and could potentially negatively impact us, our funds or our funds’ portfolio companies.
[removed: Since the first quarter of 2020, the] [added: The] COVID-19 pandemic has [removed: caused a global and national health crisis,] adversely impacted global commercial activity and [added: supply chain operations and has] contributed to significant volatility in [added: the] equity and debt markets.
[removed: Many countries and states in the United States, including those] [added: municipalities] in which we, our funds and our funds’ portfolio companies operate, issued (and [removed: continue to] [added: may] re-issue) orders requiring the closure of, or certain restrictions on the operation of, certain businesses.
[removed: The COVID-19 pandemic and preventative] [added: Preventative] measures taken to contain or mitigate [removed: its] [added: the] spread [added: of COVID-19 and its variants] have caused, and [removed: are continuing] [added: may continue] to cause, business shutdowns or the re-introduction of business shutdowns, [removed: cancellations of events and restrictions on travel,] significant [removed: reductions] [added: fluctuations] in demand for certain goods and services, [removed: reductions in business activity and financial transactions,] supply chain disruptions and overall economic and financial market instability both globally and in the [removed: United States.][added: U.S. Such measures, as well as the general uncertainty surrounding the dangers and impact of the COVID-19 pandemic, have created significant disruption in economic activity and have had a particularly adverse impact on the energy, hospitality, travel, retail and restaurant industries, and other industries in which certain of our funds’ portfolio companies operate.]
[removed: Even] [added: As a result, even] after the COVID-19 pandemic subsides, [added: as a result of its effects] the U.S. economy and [removed: most] other major [removed: global economies] [added: markets] may [removed: continue to] experience [removed: a recession,] [added: economic volatility and/or downturns, which could materially] and [removed: we anticipate] [added: adversely affect] our and our funds’ business and operations, as well as the business and operations of our funds’ portfolio [removed: companies, could be materially adversely affected by a prolonged recession in the U.S. and other major markets.][added: companies.]
[removed: In addition, the significant] [added: Significant] volatility and declines in valuations in the global markets as well as liquidity concerns [added: due to the COVID-19 pandemic and its effects] may [removed: impact] [added: impair] our ability to raise funds or deter fund investors from investing in new or successor funds that we are marketing.
While the increased volatility in the financial markets caused by the COVID-19 pandemic may present attractive investment opportunities, we or our funds may not be able to complete those investments due to, among other factors, increased competition or operational challenges such as our ability to obtain attractive [removed: financing, conduct due diligence and consummate the acquisition and disposition of investments for our funds because of continued and re-introduced travel restrictions and social distancing requirements.][added: financing.]
[removed: Our] [added: Additionally, our] funds’ portfolio companies [removed: are also facing] [added: have faced,] or may face in the [removed: future] [added: future,] increased credit and liquidity risk due to volatility in financial markets, reduced or eliminated revenue streams, and limited or higher cost of access to preferred sources of [removed: funding.][added: funding, which could impact the ability of our funds’ portfolio companies to meet their respective financial obligations and continue as going concerns.]
[removed: The COVID-19 pandemic may adversely impact our business and operations since an extended period] [added: Although we have largely resumed in-office operations, ongoing usage] of remote working [removed: by our employees] could strain our technology resources and introduce operational risks, including heightened cybersecurity risk.
While we have taken steps to secure our networks and systems, remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering [removed: attempts that seek to exploit the COVID-19 pandemic.][added: attempts.]
In addition, our data security, data privacy, investor reporting and business continuity processes could be impacted by a third party’s inability to perform due to the COVID-19 pandemic or by failures of, or attacks on, their [added: information systems and technology.]
The businesses that we operate both in and outside the [removed: United States] [added: U.S.] will be subject to new or additional regulations.
We may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, the [removed: CFTC,] [added: Commodity Futures Trading Commission (the “CFTC”),] FINRA or other U.S. or [removed: non-U.S.] [added: foreign] governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.
For further discussion regarding [removed: recent] legislation affecting the taxation of carried interest, see [removed: “-We] [added: “—We] depend on the members of the Executive Management Committee, senior professionals and other key personnel, and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects.” [removed: In connection with the transition to a Democratic Presidential administration and majority in the U.S. Congress,] [added: There is ongoing] uncertainty [removed: has arisen] regarding prospective changes in law and regulation affecting the U.S. private equity industry, including the possibility of significant revision to the Code and U.S. securities and financial laws, rules and regulations.
See [removed: “-Risks] [added: “—Risks] Related to [removed: Taxation-Applicable] [added: Taxation—Applicable] U.S. and foreign tax law, regulations, or treaties, and changes in such tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could adversely affect our effective tax rate, tax liability, financial condition and results, ability to raise funds from certain foreign investors, increase our compliance or withholding tax costs and conflict with our contractual [removed: obligations.”] [added: obligations”] and [removed: “Risk] [added: “Risks] Related to [removed: Regulation-Extensive] [added: Regulation—Extensive] regulation affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties that could adversely affect our businesses and results of operations.” The likelihood of occurrence and the effect of any such change is highly uncertain and could have an adverse impact on us, our portfolio companies and our fund investors.
These laws, regulations and treaties are complex, and the manner [added: in] which they apply to us and our funds is sometimes open to interpretation.
For an overview of certain relevant U.S. tax laws and relevant foreign tax [removed: laws (and FATCA),] [added: laws,] see [removed: “-Risks] [added: “—Risks] Related to [removed: Taxation-Applicable] [added: Taxation—Applicable] U.S. and foreign tax law, regulations, or treaties, and changes in such tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could adversely affect our effective tax rate, tax liability, financial condition and results, ability to raise funds from certain foreign investors, increase our compliance or withholding tax costs and conflict with our contractual obligations.”
Investors may downsize their investment allocations to alternative asset managers to rebalance a disproportionate weighting of [added: their overall investment portfolio among asset classes.]
See [removed: “-Any potential employee] [added: “—Risks Related to Regulation—Employee] misconduct could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm.”
Competition for qualified, motivated, and highly-skilled executives, professionals and other key personnel in investment management firms is significant, both in the [removed: United States] [added: U.S.] and internationally, and we may not succeed in recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors.
This competition has become exacerbated by the increase in employee resignations currently taking place throughout the [removed: United States] [added: U.S.] as a result of the COVID-19 pandemic, which is commonly referred to as the “great resignation.” We seek to offer our personnel meaningful professional development opportunities and programs such as employee engagement, training and development opportunities and periodic review processes.
Furthermore, under the [removed: Tax] [added: Public Law No. 115-97 (the “Tax] Cuts and Jobs [removed: Act,] [added: Act”),] investments must be held for more than three years, rather than the prior requirement of more than one year, for carried interest to be treated for U.S. federal income tax purposes as capital gain.
In January 2021, the [removed: IRS] [added: U.S. Internal Revenue Service (the “IRS”)] released final regulations implementing the carried interest provisions that were enacted as part of the Tax Cuts and Jobs Act.
In addition, following the Tax Cuts and Jobs Act, the tax treatment of carried interest has continued to be an area [added: of focus for policymakers and government officials, which could result in a further regulatory action by federal or state governments.]
Congress and the current Presidential administration may consider legislation to further extend the holding period for carried interest to qualify for long-term capital gains treatment, have carried interest taxed as ordinary income rather than as capital gain, impose [removed: surchargers] [added: surcharges] on carried interest or increase the capital gains tax rate.
- inflation has adversely affected and may continue to adversely affect our business, results of operations and financial condition of our funds and their portfolio companies;
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Concerns over increasing inflation, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility.
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Inflation has adversely affected and may continue to adversely affect our business, results of operations and financial condition of our funds and their portfolio companies.
Certain of our funds and their portfolio companies are in industries that have been impacted by inflation.
Recent inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our funds’ portfolio companies’ operations.
If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results.
In addition, any projected future decreases in the operating results of our funds’ portfolio companies due to inflation could adversely impact the fair value of those investments.
Any decreases in the fair value of our fund investments could result in future realized or unrealized losses.
Many countries, including the U.S., and states and
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Some of these effects persist.
While many of the initial restrictions have been lifted, the risk of future COVID-19 outbreaks remains and restrictions have been and may continue to be reimposed to mitigate risks to public health, both in the U.S. and globally.
Moreover, even where restrictions are and remain lifted, certain groups of people may continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time, potentially further delaying global economic recovery.
Additionally, any asset price inflation driven by the COVID-19 pandemic’s market dislocation may hamper our and our funds’ ability to deploy capital or to deploy capital as profitably as we could if asset prices were not inflated.
The COVID-19 pandemic necessitated an extended period of remote working by our employees.
We are continuing to monitor the impact of COVID-19 and related risks, including risks related to the ongoing spread of COVID-19 (including new variants) and efforts to mitigate the spread and deployment of vaccines.
If the effects of the COVID-19 pandemic and related mitigation efforts continue or recur, our business, financial condition, results of operations and cash flows could be materially adversely affected.
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For example, the U.K. government has suggested, following a report by the Office of Tax Simplification on the U.K. Capital Gains Tax Regime, that it is keeping the regime under review.
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- fund investors may perceive conflicts of interest regarding investment decisions for funds in which our investment professionals, who have made and may continue to make significant personal investments, are personally invested.
There can be no assurance that any conflicts of interest will be resolved in favor of any particular investment funds or
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This competitive pressure could adversely affect our ability to make successful investments
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In such cases, the contractual payments to
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employees as compensation related to such ARCC Part I Fees and ARCC Part II Fees are also deferred, which would limit the associated impact to our liquidity.
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We are also increasingly subject to various data privacy and protection laws.
If we are unable or fail to comply with such laws, we could be subject to fines, penalties, litigation or reputational harm.
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We expect a heightened level of SEC enforcement activity under the current Presidential administration.
On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Exchange Act, which heighten the requirements for the 10b5-1 affirmative defense and require new disclosures about issuers’ policies and procedures related to stock purchase plans.
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Such measures, as well as the general uncertainty surrounding the dangers and impact of the COVID-19 pandemic, have created significant disruption in economic activity and have had a particularly adverse impact on the energy, hospitality, travel, retail and restaurant industries, and other industries in which certain of our funds’ portfolio companies operate.
Such effects remain ongoing and the ultimate duration and severity of the COVID-19 pandemic, including COVID-19 variants, such as the recent Delta variant and Omicron variant, remain uncertain.
While several countries, as well as certain states, counties and cities in the United States, have reopened their economies, many cities, both globally and in the United States, such as Hong Kong, are experiencing restrictions related to the COVID-19 pandemic.
The extent of the impact of the COVID-19 pandemic (including the restrictive measure taken in response thereto) on our and our funds’ operational and financial performance will depend on many factors, including the duration, severity and scope of the public health emergency, the growth trajectory of the Delta variant, the Omicron variant or other variants, the long-term efficacy, availability and acceptance of COVID-19 vaccines, as well as the actions taken by governmental authorities to contain its financial and economic impact, the implementation of travel advisories and restrictions, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to global, regional and local supply chains and economic markets, all of which are uncertain and difficult to assess.
The COVID-19 pandemic is continuing as of the filing date of this Annual Report and its extended duration may have adverse impacts on our business, financial performance, operating results, cash flows and financial condition, including the market price of our securities, including for the reasons described below.
The effects of a public health crisis such as the COVID-19 pandemic may materially and adversely impact our value and performance and the value and performance of our funds and our funds’ portfolio companies.
Further, the impact of the COVID-19 pandemic may not be fully reflected in the valuation of our or our funds’ investments, which may differ materially from the values that we may ultimately realize with respect to such investments.
Our valuations, and particularly valuations of our interests in our funds and our funds’ investments, reflect a moment in time, are inherently uncertain, may fluctuate over short periods of time and are often based on subjective estimates, comparisons and qualitative evaluations of private information.
Valuations, on an unrealized basis, can also be significantly affected by a variety of external factors including, but not limited to, public equity market volatility, industry trading multiples and interest rates, all of which have been impacted and continue to be impacted by the COVID-19 pandemic.
It is uncertain whether such valuations may decline and they could become increasingly difficult to ascertain depending on the pace of recovery.
As a result, our valuations and the valuations of our interests in our funds and our funds’ investments, may not show the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto.
Accordingly, we and our funds may incur net unrealized losses or may incur realized losses in the future, which could have a material adverse effect on our business, financial condition and results of operations.
Any public health emergency, including the COVID-19 pandemic or any outbreak of other existing or
new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us, the fair value of our and our funds’ investments and could adversely impact our funds’ ability to fulfill our investment objectives.
Our ability to market and raise new or successor funds in the future may be impacted by the continuation and reintroduction of travel restrictions and social distancing requirements implemented in response to the COVID-19 pandemic.
This may reduce or delay anticipated fee revenues.
Adverse market conditions resulting from the COVID-19 pandemic may impact our liquidity.
Our cash flows from management fees may be impacted by, among other things, a slowdown in fundraising or delayed deployment.
These conditions may also make it difficult for us to refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business.
The capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than we currently experience.
While our senior professionals have historically made co-investments in our funds alongside our limited partners, thereby reducing our obligation to make such investments, due to financial uncertainty or liquidity concerns, our employees may be less likely to make co-investments, which would result in such general partner commitments remaining our obligation to fund and reducing our liquidity.
In addition, our funds may be impacted due to failure by our fund investors to meet capital calls, which would negatively impact our funds’ ability to make investments or pay us management fees.
Changes in the debt financing markets are impacting, and, if the volatility in financial markets continues, may in the future impact, the ability of our funds’ portfolio companies to meet their respective financial obligations and continue as going concerns.
This could lead to the insolvency and/or bankruptcy of these companies which would cause our funds to realize losses in respect of those investments.
Any of the foregoing would adversely affect our results of operations, perhaps materially, and could harm our reputation.
Our funds may experience similar credit and liquidity risk.
Failure of our funds to meet their financial obligations could result in our funds being required to repay indebtedness or other financial obligations immediately in whole or in part, together with any attendant costs, and our funds could be forced to sell some of their assets to fund such costs.
Our funds could lose both invested capital in, and anticipated profits from, the affected investment.
Borrowers of loans and other credit instruments made by our funds may be unable to make their loan payments on a timely basis and meet their loan covenants, and tenants leasing real estate properties owned by our funds may not be able to pay rents in a timely manner or at all, resulting in a decrease in value of our funds’ credit and real estate investments and lower than expected returns.
In addition, for variable interest instruments, lower reference rates resulting from government stimulus programs in response to the COVID-19 pandemic could lead to lower interest income for funds making loans.
information systems and technology.
In addition, COVID-19 presents a significant threat to our employees’ well-being and morale, which could impact employee retention and productivity.
If our senior management or other key personnel become ill or are otherwise unable to perform their duties for an extended period of time, we may experience a loss of productivity or a delay in the implementation of certain strategic plans.
In addition to any potential impact of such extended illness on our operations, we may be exposed to the risk of litigation by our employees against us for, among other things, failure to take adequate steps to protect their well-being, particularly in the event they become sick after a return to the office.
Further, local COVID-19-related laws can be subject to rapid change depending on public health developments, which can lead to confusion and make compliance with laws uncertain and subject us, our funds or our funds’ portfolio companies to increased risk of litigation for non-compliance.
See “Risk Related to Regulation-Extensive regulation affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties that could adversely affect our businesses and results of operations.”
their overall investment portfolio among asset classes.
of focus for policymakers and government officials, which could result in a further regulatory action by federal or state governments.
companies, commercial banks, investment banks, other investment managers and other financial institutions, as well as domestic and international pension funds and sovereign wealth funds, and we expect that competition will continue to increase.
Moreover, actively pursuing international investment
An excerpt. Shown here: 40 of 299 rewritten, 40 of 224 added and 40 of 124 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2022 filing and the FY2021 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
701 rewritten, 924 added, 758 removed, 897 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
“Consolidated Funds” refers collectively to certain Ares funds, co-investment [removed: entities,] [added: vehicles,] CLOs and [removed: special purpose acquisition companies] [added: SPACs] that are required under generally accepted accounting principles in the United States (“GAAP”) to be consolidated [removed: in] [added: within] our consolidated financial statements included in this Annual Report on Form 10-K.
*The following discussion and analysis should be read in conjunction with the [removed: audited] consolidated financial statements of AMC and the related notes included in this Annual Report on Form 10-K.*
*This section of the Annual Report on Form 10-K discusses activity as of and for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
For discussion on activity for the year ended December 31, [removed: 2019] [added: 2020] and period-over-period analysis on results for the year ended December 31, [removed: 2020] [added: 2021] to [removed: 2019,] [added: 2020,] refer to Part II, “Item 7.
[removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in our* *[Annual Report on Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/1176948/000162828021003314/ares-20201231.htm)*] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001176948/000162828022004289/ares-20211231.htm)*] *for the year ended December 31, [removed: 2020.*][added: 2021.*]
For the year ended December 31, [removed: 2021,] [added: 2022,] approximately 95% of our management fees were derived from perpetual capital vehicles and other long-dated funds.
However, our results of operations, including the fair value of our AUM, are affected by a variety of factors, particularly in the [removed: United States] [added: U.S.] and Western Europe, including conditions in the global financial markets and the economic and political environments.
Specifically, the ICE BAML High Yield Master II Index, a high yield bond index, [removed: returned 5.4% for 2021] [added: declined 11.2% in 2022] as compared to a [removed: return of 6.2%] [added: 5.4% increase] for the prior year.
Meanwhile, the Credit Suisse Leveraged Loan Index (“CSLLI”), a leveraged loan index, [removed: returned 5.4% for 2021] [added: declined 1.1% in 2022 as] compared to a [removed: return of 2.8%] [added: 5.4% increase] for the prior year.
The ICE BAML European Currency High Yield Index [removed: returned 3.3% for 2021] [added: declined 11.5% in 2022 as] compared to a [removed: return of 2.9%] [added: 3.3% increase] for the prior year, while the Credit Suisse Western European Leveraged Loan Index [removed: returned 4.6% for 2021] [added: declined 3.3% in 2022 as] compared to a [removed: return of 2.4%] [added: 4.6% increase] for the prior year.
[removed: Outside of] [added: The S&P 500 Index declined 18.1% for 2022 compared to a 26.9% increase for] the [removed: U.S.,] [added: prior year, while] the MSCI All Country World [added: Index] ex USA [removed: Index returned 13.2%] [added: declined 16.0%] for [removed: 2021] [added: 2022] compared to a [removed: return of 10.7%] [added: 13.2% increase for] the prior year.
Continued asset [removed: selectivity,] [added: selectivity and] portfolio [removed: construction/diversification] [added: diversification,] and a differentiated view to drive value [removed: creation are] [added: creation, will be] instrumental in delivering attractive returns to investors.
The FTSE EPRA/NAREIT Developed Europe and the FTSE NAREIT All Equity REITs indices returned [removed: 15.0%] [added: negative 36.5%] and [removed: 37.3%,] [added: negative 24.9%,] for [removed: 2021] [added: 2022] compared to a [removed: negative] [added: positive] return of [removed: 13.1%] [added: 15.0%] and [removed: a negative 8.4%,] [added: 37.3%,] respectively, for the prior year.
In [removed: 2021,] [added: 2022,] some of the considerations pertaining to our strategic decisions included:
- *Our ability to fundraise and increase AUM and fee paying AUM.* During the year ended December 31, [removed: 2021,] [added: 2022,] we raised [removed: $76.8] [added: $56.8] billion of gross AUM, both in commingled funds and SMAs, and continued to expand our investor base, raising capital from over 135 different investment vehicles and [removed: 427] [added: 353] institutional investors, including [removed: 175] [added: 110] direct institutional investors that were new to Ares.
Our fundraising efforts helped drive AUM growth of approximately [removed: 55%] [added: 15%] for [removed: 2021.][added: 2022.]
During [removed: 2022,] [added: 2023,] we expect that our fundraising will come from a combination of our existing and new strategies in the U.S., Europe and [removed: Asia Pacific.][added: Asia-Pacific.]
Our pipeline of potential fees, coupled with our future fundraising opportunities, gives us the potential to increase our management fees in [removed: 2022.][added: 2023.]
- *Our ability to attract new capital and investors with our broad [removed: multi asset] [added: multi-asset] class product offering.* Our ability to attract new capital and investors in our funds is driven, in part, by the extent to which they continue to see the alternative asset management industry generally, and our investment products specifically, as an attractive vehicle for capital appreciation and income generation.
During the year ended December 31, [removed: 2021,] [added: 2022,] we deployed [removed: $81.0] [added: $79.8] billion of gross capital across our investment groups compared to [removed: $39.9] [added: $79.7] billion deployed in [removed: 2020.][added: 2021.]
| | | | | | | Credit Group | | | | | | Private Equity Group | | | | | | Real [removed: Estate] [added: Assets] Group | | | | | | [removed: Secondary Solutions] [added: Secondaries] Group | | | | | | Strategic Initiatives | | | | | | Total AUM | | |
| Balance at 12/31/2020 | | | | | | $ | 145,472 | | | | | $ | [removed: 27,439] [added: 23,954] | | | | | $ | [removed: 14,808] [added: 18,293] | | | | | $ | — | | | | | $ | 9,261 | | | | | $ | 196,980 | |
| Net new par/equity commitments | | | | | | 29,961 | | | | | | [removed: 8,199] [added: 6,430] | | | | | | [removed: 6,174] [added: 7,943] | | | | | | 2,331 | | | | | | 2,143 | | | | | | 48,808 | | |
| Distributions | | | | | | (3,999) | | | | | | [removed: (5,216)] [added: (4,283)] | | | | | | [removed: (1,974)] [added: (2,907)] | | | | | | (2,306) | | | | | | (235) | | | | | | (13,730) | | |
| Change in fund value | | | | | | 4,307 | | | | | | [removed: 7,547] [added: 7,112] | | | | | | [removed: 4,146] [added: 4,581] | | | | | | 2,581 | | | | | | 454 | | | | | | 19,035 | | |
| Balance at 12/31/2021 | | | | | | $ | 192,710 | | | | | $ | [removed: 38,160] [added: 33,404] | | | | | $ | [removed: 41,163] [added: 45,919] | | | | | $ | 22,119 | | | | | $ | 11,623 | | | | | $ | 305,775 | |
| | | | | | | Credit Group | | | | | | Private Equity Group | | | | | | Real [removed: Estate] [added: Assets] Group | | | | | | [removed: Secondary Solutions] [added: Secondaries] Group | | | | | | Strategic Initiatives | | | | | | Total AUM | | |
| Net new par/equity commitments | | | | | | [removed: 24,233] [added: —] | | | | | | [removed: 6,189] [added: 2,202] | | | | | | [removed: 2,263] [added: 2,202] | | | | | | [removed: —] | | | | | | [removed: 205] | | | | | | [removed: 32,890] | | |
| Net new debt commitments | | | | | | [removed: 7,527] | | | [added: —] | | | [removed: —] | | | [added: 29] | | | [removed: 437] | | | [added: —] | | | [added: | | |] — | | | | | | — | | | | | | [removed: 7,964] [added: 29] | | | [added: | | |]
[removed: ][added: ]
| | | | AUM: [removed: $305.8] [added: $352.0] | | | | | | AUM: [removed: $197.0] [added: $305.8] | | | | | |
(1) Includes [removed: $11.8] [added: $14.4] billion and [removed: $9.0] [added: $11.8] billion of AUM of funds from which we indirectly earn management fees as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively and includes $3.4 billion [removed: and $2.4 billion] of non-fee paying AUM based on our general partner commitment as of December 31, [removed: 2021] [added: 2022] and [removed: 2020, respectively.][added: 2021.]
Please refer to “— Results of Operations by Segment” for a more detailed presentation of AUM by segment for each of the periods [removed: presented][added: presented.]
| | | | | | | Credit Group | | | | | | Private Equity Group | | | | | | Real [removed: Estate] [added: Assets] Group | | | | | | [removed: Secondary Solutions] [added: Secondaries] Group | | | | | | Strategic Initiatives | | | | | | Total | | |
| Balance at 12/31/2020 | | | | | | $ | 88,017 | | | | | $ | [removed: 21,172] [added: 17,493] | | | | | $ | [removed: 10,252] [added: 13,931] | | | | | $ | — | | | | | $ | 6,596 | | | | | $ | 126,037 | |
| [removed: Commitments] [added: Commitments(1)] | | | | | | 10,497 | | | | | | [removed: 3,003] [added: 1,579] | | | | | | [removed: 3,720] [added: 5,144] | | | | | | 1,352 | | | | | | (130) | | | | | | 18,442 | | |
| [removed: Subscriptions/deployment/increase] [added: Deployment/subscriptions/increase] in leverage | | | | | | 27,496 | | | | | | [removed: 2,624] [added: 2,405] | | | | | | [removed: 3,050] [added: 3,269] | | | | | | 116 | | | | | | 1,677 | | | | | | 34,963 | | |
| Distributions | | | | | | (5,630) | | | | | | [removed: (2,629)] [added: (1,979)] | | | | | | [removed: (1,135)] [added: (1,785)] | | | | | | (264) | | | | | | (1,151) | | | | | | (10,809) | | |
| Change in fund value | | | | | | 1,381 | | | | | | [removed: 5] [added: 6] | | | | | | [removed: 1,467] [added: 1,466] | | | | | | 262 | | | | | | 175 | | | | | | 3,290 | | |
| Change in fee basis | | | | | | — | | | | | | [removed: (2,990)] [added: (2,815)] | | | | | | [removed: (142)] [added: (317)] | | | | | | 59 | | | | | | — | | | | | | (3,073) | | |
*“NM” refers to not meaningful.
Period-over-period analysis for current year compared to prior year may be deemed to be not meaningful and are designated as “NM” within the discussion and analysis of financial condition and results of operations.*
Global markets remained volatile throughout 2022 with tightening monetary policies, geopolitical uncertainty and other macroeconomic factors contributing to broad-based declines.
In Europe, high yield bonds and leveraged loans performed similarly to their U.S. counterparts.
The global equity markets also broadly declined due to these factors, among others.
Volatility in the private equity markets continued to be valuation-driven due to the uncertainty in the macroeconomic environment, thus creating a challenging market backdrop for buyouts in terms of both deployment and realizations.
This environment, and the related market trends, have had a more pronounced negative impact on certain industries, including energy and retail, which are industries in which some of our funds have made investments.
Continued volatility could result in lower returns than we anticipated at the time certain of our investments were made.
As of December 31, 2022, approximately 2% of our total AUM was invested in the energy sector (including oil and gas exploration and approximately 1% of total AUM
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in midstream investments) and approximately 2% of our total AUM was invested in the retail sector, which was challenged from the market disruption and volatility recently experienced as a result of the COVID-19 pandemic.
We believe that continued increases in interest rates, coupled with near-term potential for a recession, could lead to opportunities for distressed investments in the near to medium term.
The commercial real estate markets also continued to be impacted by the macroeconomic environment in the fourth quarter.
Pan-European and U.S. real estate deal activity was subdued with limited transactional liquidity.
Given the global rise in interest rates by central banks, property valuations adjusted downwards, with capitalization rate compressions waning and yields widening.
However, we believe some of these market trends will be offset by continued strong fundamentals, such as occupancy and rental rates, in certain property types, including multifamily and industrial.
We believe our portfolios across all strategies are well positioned for a rising interest rate environment.
On a market value basis, approximately 88% of our debt assets and 57% of our total assets were floating rate instruments as of December 31, 2022.
As of December 31, 2022, AUM not yet paying fees includes $41.8 billion of AUM available for future deployment which could generate approximately $410.9 million in potential incremental annual management fees.
We believe we continue to be well-positioned to invest our assets opportunistically.
As of December 31, 2022, we had $84.6 billion of capital available for investment compared to $90.4 billion as of December 31, 2021.
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On February 8, 2023, we entered into a definitive agreement to acquire the remaining ownership interest held by the former owners of SSG following the acquisition of a majority interest in SSG Capital Holdings Limited and its operating subsidiaries on July 1, 2020 (the “SSG Acquisition”).
Following the transaction, we will own 100% of Ares SSG’s management business.
The transaction consideration will be primarily comprised of shares of our Class A common stock and will include a cash component.
The transaction is expected to close in the second quarter of 2023 and is subject to customary closing conditions, including regulatory approvals.
On February 23, 2023, we issued 3,473,026 AOG Units to the recipients of the Black Creek Acquisition earnout.
Pursuant to an agreement with the recipients of the Black Creek Acquisition earnout, a portion of such AOG Units were issued in lieu of cash consideration which was payable pursuant to the Black Creek Acquisition earnout.
The AOG Units were issued in reliance on Section 4(a)(2) of the Securities Act.
| Acquisitions | | | | | | — | | | | | | — | | | | | | 8,184 | | | | | | 199 | | | | | | — | | | | | | 8,383 | | |
| Capital reductions | | | | | | (1,275) | | | | | | (208) | | | | | | (516) | | | | | | — | | | | | | (5) | | | | | | (2,004) | | |
| Distributions | | | | | | (5,375) | | | | | | (1,333) | | | | | | (3,183) | | | | | | (2,787) | | | | | | (2,470) | | | | | | (15,148) | | |
| Redemptions | | | | | | (2,415) | | | | | | — | | | | | | (951) | | | | | | — | | | | | | — | | | | | | (3,366) | | |
| Change in fund value | | | | | | (834) | | | | | | 684 | | | | | | 2,717 | | | | | | (80) | | | | | | (192) | | | | | | 2,295 | | |
| Balance at 12/31/2022 | | | | | | $ | 214,196 | | | | | $ | 34,749 | | | | | $ | 66,061 | | | | | $ | 21,961 | | | | | $ | 15,030 | | | | | $ | 351,997 | |
| Balance at 12/31/2021 | | | | | | $ | 192,710 | | | | | $ | 33,404 | | | | | $ | 45,919 | | | | | $ | 22,119 | | | | | $ | 11,623 | | | | | $ | 305,775 | |
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| Acquisitions | | | | | | — | | | | | | — | | | | | | 4,855 | | | | | | 131 | | | | | | — | | | | | | 4,986 | | |
| Commitments | | | | | | 11,582 | | | | | | — | | | | | | 6,680 | | | | | | 2,042 | | | | | | 3,352 | | | | | | 23,656 | | |
| Deployment/subscriptions/increase in leverage | | | | | | 30,480 | | | | | | 4,489 | | | | | | 4,002 | | | | | | 560 | | | | | | 2,262 | | | | | | 41,793 | | |
Through the first three quarters of the year, performance across global capital markets continued its positive trajectory as inflationary concerns and the spread of the COVID-19 Delta variant were overshadowed by improving corporate credit fundamentals and strengthening market demand.
In the fourth quarter, global capital markets experienced increased volatility as fears around the Omicron variant and its unknown characteristics created investor uncertainty.
However, these fears were assuaged towards quarter-end, and U.S. high yield and leveraged loan prices bounced back alongside equities in the largest price increase of the year.
Despite direct remarks from the Federal Reserve and significant yield curve flattening in the fourth quarter, U.S. high yield bonds posted positive returns amid record corporate profits, moderating primary market activity and the expectation for future growth.
Ongoing retail inflows, strong CLO origination and robust demand amid rising interest rate risk continued to provide a supportive technical backdrop in the asset class.
European leveraged loans rallied alongside its U.S. counterparts; however, European high yield bonds generated negative quarterly returns as concerns surrounding the Omicron variant and inflationary pressures put downward pressure on the asset class.
In 2021, global equity markets continued to rebound from 2020 COVID-19 levels, with the S&P 500 Index nearing all-time highs at year end.
In the U.S., the S&P 500 Index returned 26.9% for 2021 compared to 18.4% the prior year.
Private equity market activity remained strong throughout 2021 and finished the year off strong.
Private equity activity was buoyed by elevated valuations, record amounts of uninvested capital, a robust private equity secondary market and low interest rates.
Periods of volatility may be on the horizon due to continued heightened inflation, rising energy prices, supply chain disruptions new COVID-19 variants and geopolitical tension, including the escalation of hostilities between Russia and Ukraine.
The “re-opening” of economies across Europe, the U.S., and the U.K. pushed real estate markets towards recovery in 2021.
The easing of pandemic restrictions coupled with monetary and fiscal stimulus helped fuel economic growth that then drove improvement in real estate demand.
Leasing activity for the year was higher across all major property types although retail and office properties remain challenged as COVID-19 altered tenant preferences.
Rent trends improved over the year with industrial and residential rents hitting new highs in the second half of 2021.
Higher inflation globally helped nominal real estate rent growth and values, although higher interest rates caused by the prospect of monetary tightening are likely to raise financing costs incrementally.
Over the fourth quarter, Pan-European and U.S. real estate deal activity recovered to its pre-pandemic level signaling a near-complete return of transactional liquidity.
As of December 31, 2021, we also had $57.9 billion of AUM not yet paying fees, which represents approximately $568.4 million in annual potential management fee revenue.
Of the $568.4 million, $517.1 million relates to $53.0 billion of AUM available for future deployment.
As of December 31, 2021, we had $90.4 billion of capital available for investment and we remain well-positioned to invest our assets opportunistically, compared to $56.3 billion as of December 31, 2020.
In January 2022, Ares Finance Co. IV LLC, an indirect subsidiary of Ares, issued $500.0 million of 3.650% senior notes with a maturity date of February 2052.
On February 10, 2022, Ares completed the acquisition of AMP Capital’s Infrastructure Debt platform, one of the largest infrastructure debt investment platforms globally with approximately $8.0 billion in assets under management as of December 31, 2021.
| Average AUM(1) | | | | | | $ | 167,623 | | | | | $ | 31,609 | | | | | $ | 25,865 | | | | | $ | 20,463 | | | | | $ | 10,397 | | | | | $ | 255,957 | |
| Balance at 12/31/2019 | | | | | | $ | 110,543 | | | | | $ | 25,166 | | | | | $ | 13,207 | | | | | $ | — | | | | | $ | — | | | | | $ | 148,916 | |
| Acquisitions | | | | | | 2,693 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,114 | | | | | | 11,807 | | |
| Capital reductions | | | | | | (431) | | | | | | (136) | | | | | | (372) | | | | | | — | | | | | | — | | | | | | (939) | | |
| Distributions | | | | | | (2,485) | | | | | | (4,410) | | | | | | (1,212) | | | | | | — | | | | | | (207) | | | | | | (8,314) | | |
| Redemptions | | | | | | (2,176) | | | | | | (5) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,181) | | |
| Change in fund value | | | | | | 5,568 | | | | | | 635 | | | | | | 485 | | | | | | — | | | | | | 149 | | | | | | 6,837 | | |
| Balance at 12/31/2020 | | | | | | $ | 145,472 | | | | | $ | 27,439 | | | | | $ | 14,808 | | | | | $ | — | | | | | $ | 9,261 | | | | | $ | 196,980 | |
| Average AUM(2) | | | | | | $ | 123,434 | | | | | $ | 25,582 | | | | | $ | 14,180 | | | | | $ | — | | | | | $ | 9,186 | | | | | $ | 172,382 | |
| (1) Represents a five-point average of quarter-end balances for each period, except for Secondary Solutions, which represents the average calculated using AUM on the date of the Landmark Acquisition and on each subsequent quarter-end. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (2) Represents a five-point average of quarter-end balances for each period; except for Strategic Initiatives, which represents the average calculated using Ares SSG’s AUM on the date of the SSG Acquisition and on each subsequent quarter-end, and the average calculated using Ares Insurance Solutions’ AUM on the date of the acquisition of Aspida Life Re and the subsequent quarter-end. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Average FPAUM(1) | | | | | | $ | 100,603 | | | | | $ | 19,973 | | | | | $ | 15,789 | | | | | $ | 17,329 | | | | | $ | 6,704 | | | | | $ | 160,398 | |
| Balance at 12/31/2019 | | | | | | $ | 71,880 | | | | | $ | 17,040 | | | | | $ | 7,963 | | | | | $ | — | | | | | $ | — | | | | | $ | 96,883 | |
| Acquisitions | | | | | | 2,596 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,426 | | | | | | 9,022 | | |
| Commitments | | | | | | 5,230 | | | | | | 4,238 | | | | | | 1,735 | | | | | | — | | | | | | — | | | | | | 11,203 | | |
| Distributions | | | | | | (3,657) | | | | | | (1,196) | | | | | | (520) | | | | | | — | | | | | | (472) | | | | | | (5,845) | | |
An excerpt. Shown here: 40 of 701 rewritten, 40 of 924 added and 40 of 758 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2022 filing and the FY2021 filing.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
13 rewritten, 3 added, 0 removed, 48 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
For the year ended December 31, [removed: 2021,] [added: 2022,] the fund management fees that were recognized from open-ended funds in liquid credit strategies with fees subject to change based upon fluctuations in market values were approximately [removed: 4%.][added: 3%.]
As such, a hypothetical 10% decrease in fair value of our managed funds’ investments as of December 31, [removed: 2021] [added: 2022] would not have a material impact on our management fees.
However, several major factors will influence the degree of impact, including, but not limited to, the [removed: following :][added: following:]
An overall increase of 10% in the general equity markets would not necessarily drive the same impact on our funds’ ability to generate income or its asset valuations, as [removed: many] [added: a significant portion] of our [removed: investments in our funds] [added: carried interest and incentive fees] are [removed: illiquid] [added: from credit-based investments] and [removed: do not trade] [added: are generally based] on [removed: any exchange.][added: income.]
See “Note [removed: 10.][added: 9.]
Commitments and Contingencies,” [removed: to] [added: within] our [removed: audited] consolidated financial statements included in this Annual Report on Form 10-K for discussion on amount of carried interest, net of tax distributions, subject to contingent repayment if we assumed all existing investments were worthless.
A hypothetical incremental 10% decrease in the fair value of our investments as of December 31, [removed: 2021] [added: 2022] would result in declines in principal investment income and unrealized gains on investments of [removed: $94.6] [added: $91.4] million and [removed: $32.7] [added: $42.6] million, respectively.
We estimate that as of December 31, [removed: 2021] [added: 2022] a hypothetical 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would not result in a material change to management fees, carried interest, incentive fees or investments for the year ended December 31, [removed: 2021,] [added: 2022,] and would be largely offset by the currency conversions of the expenses denominated in foreign currencies.
Our Credit Facility provides a [removed: $1.090] [added: $1.325] billion revolving line of credit with the ability to upsize to [removed: $1.35] [added: $1.65] billion (subject to obtaining commitments for any such additional borrowing capacity) with a maturity date of March 31, [removed: 2026.][added: 2027.]
The Credit Facility [removed: bears interest at] [added: has] a variable [added: interest] rate based on [removed: either LIBOR] [added: SOFR] or a base rate plus an applicable [removed: margin] [added: margin, which is subject to adjustment based on the achievement of certain environmental, social and governance-related targets,] with an unused commitment fee paid quarterly, which is subject to change with [removed: our] [added: the Company’s] underlying credit agency rating.
[removed: Currently,] [added: As of December 31, 2022,] base rate loans bear interest calculated based on the base rate [removed: plus 0.125%] and the [removed: LIBOR rate] [added: SOFR] loans bear interest calculated based on [removed: LIBOR rate] [added: SOFR] plus [removed: 1.125%.][added: 1.00%.]
[removed: Our] [added: The] unused commitment fee is 0.10% per annum.
As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $415.0] [added: $700.0] million borrowings outstanding under the Credit Facility.
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There is a base rate and SOFR floor of zero.
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Item 1. Business
198 rewritten, 154 added, 74 removed, 296 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
Ares is a leading global alternative investment manager with [removed: $305.8] [added: $352.0] billion of assets under management and over [removed: 2,100] [added: 2,550] employees in over [removed: 40] [added: 30] offices in more than 15 countries.
We offer our investors a range of investment strategies and seek to deliver attractive performance to an investor base that includes over [removed: 1,800] [added: 1,900] direct institutional relationships and a significant retail investor base across our [removed: publicly-traded] [added: public] and sub-advised funds.
Ares believes each of its distinct but complementary investment groups in Credit, Private Equity, Real [removed: Estate, Secondary Solutions] [added: Assets, Secondaries] and Strategic Initiatives is a market leader based on assets under management and investment performance.
Our AUM has grown to [removed: $305.8] [added: $352.0] billion as of December 31, [removed: 2021] [added: 2022] from [removed: $49.0] [added: $60.0] billion a decade earlier.
As shown in the chart below, over the past five and [removed: ten] [added: 10] years, our assets under management have achieved a compound annual growth rate (“CAGR”) of [removed: 26%] [added: 27%] and [removed: 20%,] [added: 19%,] respectively ($ in billions):
- Comprehensive Multi-Asset Class Expertise and Flexible Capital: Our proficiency at evaluating every level of the capital structure, from senior debt to common equity, across companies, structured assets, [removed: infrastructure, power and energy assets, and] real estate [removed: projects] [added: projects, and infrastructure and energy assets] enables us to effectively assess relative value.
We have established deep and sophisticated independent research capabilities in [added: over] 55 industries and insights from active investments in over [removed: 2,150] [added: 1,750] companies, over [removed: 890] [added: 1,100] alternative credit investments, over 510 properties and over [removed: 845] [added: 875] limited partnership interests.
Our extensive network of investment professionals includes local and [removed: geographically positioned] [added: other] individuals [added: based in our markets] with the knowledge, experience and relationships that enable them to identify and take advantage of a wide range of investment opportunities.
We do not have a centralized investment committee and instead our investment committees are structured with overlapping membership from different investment groups to ensure consistency of [removed: approach and] [added: approach,] shared investment [removed: experience.][added: experience and collaboration across our platform.]
We use our longstanding relationships, considerable scale, research, industry knowledge, structuring expertise and often our self-origination capabilities to invest actively across capital structures with a focus on selecting the best [removed: risk adjusted] [added: risk-adjusted] returns for our investors, while also seeking to provide our borrowers a valued capital solution.
- Private Equity: Our private equity professionals have [removed: a] demonstrated [added: the] ability to deploy [removed: flexible] capital [added: across various market environments] at attractive rates of return [removed: across various market environments] through control and non-control transactions.
[removed: - Real Estate:] With our experienced team, along with our expansive network of relationships, our Real [removed: Estate] [added: Assets] Group [removed: invests in] [added: capitalizes on] opportunities [added: in equity and debt investing] across [removed: both] real estate [removed: equity] and [removed: debt.][added: infrastructure investment strategies.]
[removed: The] [added: Our real estate] activities [removed: of our Real Estate Group] are managed by dedicated equity and debt teams in the U.S. and Europe, along with our vertically integrated operating platform.
Our [removed: Real Estate Group's] [added: real estate] equity team focuses on core/core-plus, value-add and opportunistic investing, while our [removed: Real Estate Group’s] [added: real estate] debt team focuses on directly originated commercial mortgage loans across the risk spectrum.
Ares completed the acquisition of the Black Creek Group on July 1, 2021 (the “Black Creek Acquisition”) and the acquired [removed: activities are] [added: business is] presented within the Real [removed: Estate] [added: Assets] Group.
- [removed: Secondary Solutions:] [added: Secondaries:] The [removed: Secondary Solutions] [added: Secondaries] Group was formed during the second quarter of 2021 in connection with the acquisition of Landmark [added: Partners, LLC] (the “Landmark Acquisition”).
Our [removed: Secondary Solutions] [added: Secondaries] team invests in secondary markets across a range of alternative asset class strategies, including private equity, real estate and infrastructure.
Strategic Initiatives also includes Ares Insurance Solutions (“AIS”), our dedicated in-house team that provides solutions to insurance clients including asset management, capital solutions and corporate development, and Ares Acquisition Corporation (NYSE: AAC) (“AAC”), our first sponsored [removed: SPAC that consummated its initial public offering on February 4, 2021.][added: SPAC.]
We believe that our strong performance, consistent growth and high talent retention through economic cycles is due largely to the effective application of this principle across our broad organization of over [removed: 2,100] [added: 2,550] employees.
The management of our operating businesses is currently overseen by our Executive Management Committee which [removed: typically] meets [removed: weekly] [added: frequently] to discuss strategy and operational matters, and includes as representatives Holdco Members and other senior leadership from our investment groups and business operations team.
Our senior professionals have the opportunity to participate in the incentive [added: programs of multiple investment groups to reward collaboration across our investment activities.]
Creating a welcoming and inclusive work environment with opportunities for growth and development is essential to attracting and retaining a high-performance team, which [removed: is] in turn [added: is] necessary to drive differentiated outcomes.
[removed: We] [added: To foster this culture, we] invest heavily in our human capital efforts, including:
Talent Management: As of December 31, [removed: 2021,] [added: 2022,] we had over [removed: 2,100] [added: 2,550] full-time employees, comprised of [removed: over 750] [added: approximately 900] professionals in our investment groups and over [removed: 1,350] [added: 1,650] operations management professionals, located in over [removed: 40] [added: 30] offices in more than 15 countries.
- Internship Training Program: [removed: Internships are offered to] [added: Ares offers a formal analyst internship program for] students between their [removed: junior] [added: sophomore] and senior [removed: year] [added: years] of college with the possibility of full-time hire into our analyst program upon [removed: graduation.][added: graduation for those who intern between their junior and senior years.]
Available roles span our investment and [removed: investor relations] [added: operations management] teams.
We host frequent townhall meetings hosted by senior [removed: leadership,] [added: leadership] and events to foster belonging.
- Internal Training and Development Programs: We [added: continue to] foster an environment that cultivates company and employee growth through educational programs focused on professional development, mandated training and other [removed: learning opportunities.]
- Performance Management: We take [removed: an ongoing] [added: a continuous] feedback approach to performance management, encouraging leaders and team members to participate in goal setting and ongoing feedback discussions throughout the year.
In addition to the annual review, we also conduct mid-year performance reviews that are less formal and serve to evaluate progress against goals and [added: as an opportunity to discuss] specific [removed: action steps] [added: career development objectives that were] identified in the annual assessment.
[added: Our human resources function, our global] DEI Council [removed: implements] [added: and team led by our Chief Diversity, Equity, and Inclusion officer and business leaders across the Ares platform work in partnership to implement] a strategic framework to attract, [removed: develop, engage] [added: engage, develop] and advance diverse talent within an [removed: inclusive,] [added: inclusive and] welcoming environment, as well as [removed: amplifying] [added: to amplify] DEI best practices across our [removed: internal processes, our] investment [removed: portfolio,] [added: portfolios] and through [added: our] broader involvement in our communities.
- Business Processes and Investment Platform: We seek to embed DEI best practices into our business [added: and investment diligence] processes as both a reflection of our values and to drive innovation and returns.
We also partner with [removed: our] [added: select Ares private equity] portfolio [removed: companies, leveraging a third party assessment tool] [added: companies] to understand the current state of their DEI efforts, as well as to share best practices and establish mutually agreed strategies and targets for driving DEI improvements in parallel with our internal efforts.
[removed: We also embed DEI into our investment diligence process and] [added: In addition, we] are focused on increasing vendor and supplier diversity in our procurement practices.
[removed: *•*Communities:] [added: - Communities:] We partner with organizations to foster diversity within our communities and promote corporate citizenship through charity and volunteerism, much of which targets historically underrepresented and economically disadvantaged populations.
We [removed: additionally] [added: also] participate in DEI-focused industry groups in an effort to identify and advance best practices more broadly within alternative asset management.
In addition to medical, dental, vision, life insurance, disability [removed: insurance,] [added: insurance] and retirement benefits, we provide generous primary and non-primary caregiver leave, [added: domestic partner health and life insurance,] adoption and reproductive assistance, family care resources (including back-up care benefits and baby baskets for new parents) and mental health benefits.
We [removed: additionally] [added: also] provide employees with access to a medical advisory team and concierge service at [removed: no-cost] [added: no cost] to help them navigate complex health situations and concerns.
We also host several wellness-related events throughout the year on topics such as nutrition and stress [removed: management, and further provide domestic partner health and life insurance benefits.][added: management.]
We are committed to providing flexibility to our [removed: employees] [added: employees,] and [removed: are piloting] [added: in 2022, we piloted] business group flexibility frameworks, [removed: often with features such as] [added: which included] shared days onsite to promote togetherness.
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We also leverage our operations management group to help drive the efficiencies across the platforms and support our investment process.
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The infrastructure strategy focuses on debt and equity in essential infrastructure assets and companies with stable cash flow profiles through long-term contracts and high-barriers to entry, and may demonstrate a lower correlation to public markets and potential for inflation projection.
Across our infrastructure opportunities and debt investment strategies, we have a long-tenured global team utilizing deep local sourcing capabilities and extensive sector experience to originate and manage diverse, high quality investments in private infrastructure assets across the globe.
We have dedicated direct infrastructure opportunities and debt teams that collaborate to share market insights, support underwriting and enhance origination.
Our infrastructure opportunities strategy focuses on value-add equity with a flexible mandate in climate infrastructure.
The infrastructure debt strategy was formed during the first quarter of 2022 in connection with the acquisition of AMP Capital’s Infrastructure Debt Platform (the “Infrastructure Debt Acquisition”).
The infrastructure debt strategy targets global assets and businesses with defensive characteristics across the digital, transport, energy and utility sectors.
Leveraging the established long standing relationships, the strategy seeks to generate exclusive deal flow and high-quality investment opportunities.
Strategic Initiatives includes the Ares SSG platform, which includes a majority interest in Ares SSG Capital Holdings Limited and its operating subsidiaries (“Ares SSG”).
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learning opportunities.
Our team is focused on the training and development of our employees and has invested in a learning management system to facilitate this initiative.
Training is provided for each phase of our performance assessment process.
Environmental, Social and Governance: We believe that ESG is an integral part of what will drive long-term success for our investments, clients, shareholders, employees and other stakeholders.
We pursue an ESG strategy that is designed to address the most material issues to our business, starting with our corporate sustainability program that focuses on how we lead by example through our own corporate operations and then scaling through a responsible investment program that focuses on how we amplify our impact through our investment platform.
- In order to continuously improve our ESG integration processes, we have defined three tiers of roles and responsibilities for oversight and implementation: (i) Oversight Responsibility, (ii) Defining Implementation and (iii) Driving Implementation.
The Oversight Responsibility tier consists of our most-senior managers and decision-making bodies, including our Executive Management Committee and board of directors, to whom our Global Head of ESG periodically presents.
Next, our ESG team is responsible for Defining Implementation steps and processes in partnership with ESG champions embedded within each business line to adapt the Ares firmwide approach to strategy-specific implementation steps.
Specific to climate, we also have a cross-functional Climate Action Group that facilitates the collaboration on climate-related issues across investment strategies and climate-relevant corporate functions.
We focus on Driving Implementation with ESG champions across our investment strategies and corporate functions and are able to integrate our ESG goals across the firm and collect feedback that could improve our approach over time.
- We look to support ESG initiatives where we can provide a leadership role.
Ares is the Chair of the UN Principles for Responsible Investing Private Debt Advisory Committee and is committed to collaborating with other industry leaders to manage the risks and capture the opportunities related to climate change.
Ares is also a public supporter of the Financial Stability Board Taskforce on Climate-related Financial Disclosures (“TCFD”).
We believe the TCFD recommendations provide a useful framework to increase transparency on climate-related risks and opportunities within financial markets.
In line with broader environmental and climate change regulations, we are committed to measuring and reporting on Scope 1, 2 and 3 categories and minimizing our footprint with attention to high-impact, high-quality offsets.
We will also look to opportunistically incorporate in-suite energy savings mechanisms, where possible, into our office suite buildouts, such as smart meters that help to identify energy drains, automatic light shut-offs and HVAC system best practices.
We continue to invest in people, processes and systems to allow us to drive positive ESG progress throughout our company and industry.
- People and Culture: We focus on conducting reviews with business leadership to continuously assess our people, progress, metrics and strategies to enable the long-term success of diverse talent at Ares.
In addition, as part of our commitment to equitable pay for all employees, we monitor and assess total compensation to ensure we have alignment with role responsibilities and contributions.
As part of our ongoing effort to foster an inclusive culture built on apprenticeship, we support the growth and advancement of talent through various mentorship and professional
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development programs.
In line with our continued commitment to seek to provide an environment where all team members experience a genuine sense of belonging, we hold educational and employee engagement events in partnership with our seven ERGs that help to drive our DEI strategy and enhance the employee experience for historically underrepresented groups and diverse talent more broadly.
We have identified DEI champions within each investment group to develop bespoke strategies focused on representation, DEI governance, equitable access and employee engagement/equity ownership, which will be integrated into our business plans each year.
In 2022, we also introduced sustainability-linked pricing to our Credit Facility, tying a portion of our borrowing costs to certain ESG and DEI-related targets.
In partnership with our ERGs, we donated to various community organizations that support diverse communities.
We also piloted a program in late summer 2022, in which we supported people working virtually for up to a maximum of three weeks.
In order to better collaborate on the information insights we possess across our investment platform, we formed a Global Markets Committee that meets monthly to share investing activities and market insights across our investment groups and the impact these market trends are having on our global investment strategies.
Strategic Initiatives includes the Ares SSG platform subsequent to the completion of the acquisition on July 1, 2020 (the “SSG Acquisition”).
programs of multiple investment groups to reward collaboration across our investment activities.
In partnership with our Human Resources function, our global
- People and Culture: We focus on attracting and developing relationships with top talent to enhance diversity representation across all levels and functions at Ares.
Through ongoing efforts to foster an inclusive culture, as well as mentorship and development programs, we support the growth and advancement of diverse talent and seek to provide an environment where team members experience a genuine sense of belonging.
We hold educational and employee engagement events, including many in partnership with our seven ERGs that seek to enhance DEI and support minority team members.
In addition, we conduct regular anti-harassment and DEI-related training.
These practices include embedding DEI across our talent development processes internally, including periodic pay equity reviews.
We continue to focus on employee health and safety during the ongoing COVID-19 pandemic, with safety policies and in-office controls designed in partnership with our medical advisors.
We are exploring additional types of flexibility as well and plan to evolve as we learn more about how best to balance flexibility while optimizing the value of togetherness.
- In 2021, we launched the Ares Charitable Foundation (the “Foundation”), a 501(c)(3) funded by discretionary contributions from Ares’ carried interest and incentive fees and by employee donations, to accelerate equality of economic opportunity for people globally.
The Foundation focuses on investments in career preparation and reskilling, entrepreneurship, and personal finance, areas that correspond with our primary business and reflect Ares’ values.
We believe the Foundation grant-making model uniquely engages employees across our business groups as stakeholders in selecting and monitoring investments.
In 2021, we announced AltFinance, an initiative we launched in collaboration with two peers, and to which Ares expects to contribute $3.0 million per year for at least the next 10 years.
The AltFinance program aims to attract, train and provide career opportunities for college students attending historically black colleges and universities and to promote access to and diversity in the alternative asset management industry.
The initiative has three components consisting of a mentored fellowship program, a tailored virtual institute and a scholarship program.
- Across our global locations, our Ares In Motion program reflects our commitment to corporate citizenship and supporting our local communities through a wide range of philanthropic and volunteerism efforts, including corporate sponsorships and partnerships, a global volunteer program and employee donation matching program.
2021 Highlights
| | | | Real Estate: $10.8 | | | | | | Secondary Solutions: $2.3 | | | | | |
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(1)Insurance includes the reversal of prior period commitments that were reallocated to other investment strategies and are sub-advised by Ares vehicles.
The net commitments of ($0.2) billion have been excluded from the chart.
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| | | | Real Estate: $12.4 | | | | | | Secondary Solutions: $2.0 | | | | | |
| | | | AUM: $192.7 | | | | | | FPAUM: $117.4 | | | | | |
We primarily pursue control and/or significant influence investments through four principal transactions types: (i) prudently leveraged control buyouts; (ii) growth equity; (iii) rescue capital; and (iv) distressed-for-control.
This broad mandate allows us to remain buyout focused, while opportunistically flexing into distressed opportunities during market dislocations.
We seek to invest in high-quality middle market companies where we aim to reinforce and accelerate growth across our four core industries of healthcare, services/technology, industrials and consumer.
Infrastructure and Power: Our infrastructure and power team consists of over 15 investment professionals and takes a value-added approach that seeks to source and structure essential infrastructure assets with strong downside protection and potential for capital appreciation.
We have historically invested throughout climate infrastructure, natural gas generation and energy transportation, and increasingly we are targeting sustainable infrastructure sectors such as digital, water and agriculture.
| | | | AUM: $38.2 | | | FPAUM: $21.2 | | | | | |
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Today, the group provides investors access to its
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Item 3. Legal Proceedings
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Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we were not subject to any material pending legal proceedings.
Our businesses are also subject to extensive regulation, which may result in regulatory proceedings [added: or investigations] against [removed: us.][added: us or our funds and their investment advisers, respectively.]
While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, neither we nor our funds or their investment advisers expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Cover and table of contents
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Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
For the fiscal year ended December 31, [removed: 2021][added: 2022]
Yes [removed: ☒] [added: x] No ¨
The aggregate market value of the common shares held by non-affiliates of the registrant on June 30, [removed: 2021,] [added: 2022,] based on the closing price on that date of [removed: $63.59] [added: $56.86] on the New York Stock Exchange, was approximately [removed: $9,289,667,561.][added: $9,099,200,883.]
As of February [removed: 21, 2022] [added: 17, 2023] there were [removed: 171,159,034] [added: 176,021,868] of the registrant’s shares of Class A common stock outstanding, 3,489,911 of the registrant’s shares of non-voting common stock outstanding, 1,000 shares of the [removed: registrant's] [added: registrant’s] Class B common stock outstanding, and [removed: 118,605,197] [added: 117,231,288] of the [removed: registrant's] [added: registrant’s] Class C common stock outstanding.
Part III of this Form 10-K incorporates by reference information from the registrant’s definitive proxy statement related to the [removed: 2022] [added: 2023] annual meeting of stockholders.
| [Item 1A. Risk [removed: Factors](#i4af9a331de404c8781971c76c2222409_268)] [added: Factors](#id39a50d0d5bc4fd78cbd2a2d6607a405_298)] | | | | | | | | | | | | [removed: [35](#i4af9a331de404c8781971c76c2222409_268)] [added: [38](#id39a50d0d5bc4fd78cbd2a2d6607a405_298)] | | |
| [Item 1B. Unresolved Staff [removed: Comments](#i4af9a331de404c8781971c76c2222409_271)] [added: Comments](#id39a50d0d5bc4fd78cbd2a2d6607a405_304)] | | | | | | | | | | | | [removed: [92](#i4af9a331de404c8781971c76c2222409_271)] [added: [96](#id39a50d0d5bc4fd78cbd2a2d6607a405_304)] | | |
| [Item 4. Mine Safety [removed: Disclosures](#i4af9a331de404c8781971c76c2222409_208)] [added: Disclosures](#id39a50d0d5bc4fd78cbd2a2d6607a405_181)] | | | | | | | | | | | | [removed: [92](#i4af9a331de404c8781971c76c2222409_208)] [added: [96](#id39a50d0d5bc4fd78cbd2a2d6607a405_181)] | | |
| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4af9a331de404c8781971c76c2222409_280)] [added: Securities](#id39a50d0d5bc4fd78cbd2a2d6607a405_316)] | | | | | | | | | | | | [removed: [93](#i4af9a331de404c8781971c76c2222409_280)] [added: [97](#id39a50d0d5bc4fd78cbd2a2d6607a405_316)] | | |
| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4af9a331de404c8781971c76c2222409_289)] [added: Operations](#id39a50d0d5bc4fd78cbd2a2d6607a405_322)] | | | | | | | | | | | | [removed: [95](#i4af9a331de404c8781971c76c2222409_289)] [added: [100](#id39a50d0d5bc4fd78cbd2a2d6607a405_322)] | | |
| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#i4af9a331de404c8781971c76c2222409_295)] [added: Risk](#id39a50d0d5bc4fd78cbd2a2d6607a405_346)] | | | | | | | | | | | | [removed: [156](#i4af9a331de404c8781971c76c2222409_295)] [added: [163](#id39a50d0d5bc4fd78cbd2a2d6607a405_346)] | | |
| [Item 8. Financial Statements and Supplementary [removed: Data](#i4af9a331de404c8781971c76c2222409_298)] [added: Data](#id39a50d0d5bc4fd78cbd2a2d6607a405_349)] | | | | | | | | | | | | [removed: [158](#i4af9a331de404c8781971c76c2222409_298)] [added: [165](#id39a50d0d5bc4fd78cbd2a2d6607a405_349)] | | |
| [Item 9. Changes in and Disagreements [removed: With] [added: with] Accountants on Accounting and Financial [removed: Disclosure](#i4af9a331de404c8781971c76c2222409_301)] [added: Disclosure](#id39a50d0d5bc4fd78cbd2a2d6607a405_352)] | | | | | | | | | | | | [removed: [158](#i4af9a331de404c8781971c76c2222409_301)] [added: [165](#id39a50d0d5bc4fd78cbd2a2d6607a405_352)] | | |
| [Item 9A. Controls and [removed: Procedures](#i4af9a331de404c8781971c76c2222409_304)] [added: Procedures](#id39a50d0d5bc4fd78cbd2a2d6607a405_355)] | | | | | | | | | | | | [removed: [158](#i4af9a331de404c8781971c76c2222409_304)] [added: [165](#id39a50d0d5bc4fd78cbd2a2d6607a405_355)] | | |
| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i4af9a331de404c8781971c76c2222409_2858)] [added: Inspections.](#id39a50d0d5bc4fd78cbd2a2d6607a405_358)] | | | | | | | | | | | | [removed: [162](#i4af9a331de404c8781971c76c2222409_2858)] [added: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_358)] | | |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i4af9a331de404c8781971c76c2222409_313)] [added: Governance](#id39a50d0d5bc4fd78cbd2a2d6607a405_364)] | | | | | | | | | | | | [removed: [162](#i4af9a331de404c8781971c76c2222409_313)] [added: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_364)] | | |
| [Item 11. Executive [removed: Compensation](#i4af9a331de404c8781971c76c2222409_316)] [added: Compensation](#id39a50d0d5bc4fd78cbd2a2d6607a405_367)] | | | | | | | | | | | | [removed: [162](#i4af9a331de404c8781971c76c2222409_316)] [added: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_367)] | | |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i4af9a331de404c8781971c76c2222409_319)] [added: Matters](#id39a50d0d5bc4fd78cbd2a2d6607a405_370)] | | | | | | | | | | | | [removed: [162](#i4af9a331de404c8781971c76c2222409_319)] [added: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_370)] | | |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i4af9a331de404c8781971c76c2222409_322)] [added: Independence](#id39a50d0d5bc4fd78cbd2a2d6607a405_373)] | | | | | | | | | | | | [removed: [162](#i4af9a331de404c8781971c76c2222409_322)] [added: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_373)] | | |
| [Item 14. Principal Accounting Fees and [removed: Services](#i4af9a331de404c8781971c76c2222409_325)] [added: Services](#id39a50d0d5bc4fd78cbd2a2d6607a405_376)] | | | | | | | | | | | | [removed: [162](#i4af9a331de404c8781971c76c2222409_325)] [added: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_376)] | | |
| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i4af9a331de404c8781971c76c2222409_331)] [added: Schedules](#id39a50d0d5bc4fd78cbd2a2d6607a405_382)] | | | | | | | | | | | | [removed: [163](#i4af9a331de404c8781971c76c2222409_331)] [added: [169](#id39a50d0d5bc4fd78cbd2a2d6607a405_382)] | | |
| [Item 16. Form 10-K [removed: Summary](#i4af9a331de404c8781971c76c2222409_334)] [added: Summary](#id39a50d0d5bc4fd78cbd2a2d6607a405_385)] | | | | | | | | | | | | [removed: [166](#i4af9a331de404c8781971c76c2222409_334)] [added: [173](#id39a50d0d5bc4fd78cbd2a2d6607a405_385)] | | |
Some of these factors are described in this Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] under the headings “Item 7.
References in this Annual Report on Form 10-K to the “Ares Operating Group” refer [removed: to, collectively, Ares Holdings L.P. (“Ares Holdings”),] [added: to] Ares [removed: Offshore] Holdings L.P. (“Ares [removed: Offshore”) and Ares Investments L.P. (“Ares Investments”).][added: Holdings”).]
References in this Annual Report on Form 10-K to an “Ares Operating Group Unit” or an “AOG Unit” [removed: refer to, collectively,] [added: refers to] a partnership unit in [removed: each of] the Ares Operating Group [removed: entities.][added: entity.]
Under generally accepted accounting principles in the United States (“GAAP”), we are required to consolidate (a) entities other than limited partnerships and entities similar to limited partnerships in which we hold a majority voting interest or have majority ownership and control over the operational, financial and investing decisions of that entity, including Ares-affiliates and affiliated funds and co-investment [removed: entities,] [added: vehicles,] for which we are presumed to have controlling financial interests, and (b) entities that we concluded are variable interest entities (“VIEs”), including limited partnerships and collateralized loan obligations, for which we are deemed to be the primary beneficiary.
In addition, as a result of the consolidation process, the net income attributable to third-party investors in consolidated entities is presented as net income attributable to non-controlling interests in Consolidated Funds [removed: in our] [added: within] Consolidated Statements of Operations.
In this Annual Report on Form 10-K, 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 the consolidated funds and removes the proportional results attributable to third-party investors in the consolidated joint ventures, and therefore shows the results of our [removed: reportable] [added: operating] segments without giving effect to the consolidation of these entities and (ii) “unconsolidated reporting basis,” which shows the results of our [removed: reportable] [added: operating] segments on a combined segment basis together with our Operations [added: Management Group.]
In addition to our [removed: reportable] [added: operating] segments, we have an Operations Management Group (the “OMG”).
The OMG consists of shared resource groups to support our [removed: reportable] [added: operating] segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, legal, compliance, human resources, strategy and relationship management and distribution.
The OMG includes Ares Wealth Management Solutions, LLC (“AWMS”) that facilitates the product development, distribution, marketing and client management activities for investment offerings in the [removed: global wealth management channel.]
The OMG’s revenues and expenses are not allocated to our [removed: reportable] [added: operating] segments but we consider the cost structure of the OMG when evaluating our financial performance.
Our management uses this information to assess the performance of our [removed: reportable] [added: operating] segments and the OMG, and we believe that this information enhances the ability of shareholders to analyze our performance.
For more information, see “Note [removed: 16.][added: 15.]
Segment Reporting,” [removed: to] [added: within] our [removed: audited] consolidated financial statements included in this Annual Report on Form 10-K.
- “Ares”, the “Company”, [added: “AMC”,] “we”, “us” and “our” refer to Ares Management Corporation and its subsidiaries;
- “Consolidated Funds” refers collectively to certain Ares funds, co-investment [removed: entities,] [added: vehicles,] CLOs and SPACs that are required under GAAP to be consolidated in our consolidated financial statements;
[removed: For] our funds other than CLOs, our FPAUM represents the amount of limited partner capital commitments for certain [added: closed-end funds within the reinvestment period, the amount of limited partner invested capital for the aforementioned closed-end funds beyond the reinvestment period and the portfolio value, gross asset value or NAV.]
FRE differs from income before taxes computed in accordance with GAAP as [removed: it] [added: FRE] excludes net performance income, investment income from our [removed: Consolidated Funds and non-consolidated] funds and certain other items that we believe are not indicative of our core operating performance.
[removed: Beginning in the fourth quarter of 2021, fee] [added: Fee] related performance revenues, together with fee related performance compensation, [removed: has been] [added: is] presented within FRE because it represents incentive fees from perpetual capital vehicles that are measured and received on a recurring basis and [removed: is] [added: are] not dependent on realization events from the underlying [removed: investments.][added: investments;]
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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| [PART I](#id39a50d0d5bc4fd78cbd2a2d6607a405_292) | | | | | | | | | | | | | | |
| [Item 1. Business](#id39a50d0d5bc4fd78cbd2a2d6607a405_295) | | | | | | | | | | | | [9](#id39a50d0d5bc4fd78cbd2a2d6607a405_295) | | |
| [Item 2. Properties](#id39a50d0d5bc4fd78cbd2a2d6607a405_307) | | | | | | | | | | | | [96](#id39a50d0d5bc4fd78cbd2a2d6607a405_307) | | |
| [Item 3. Legal Proceedings](#id39a50d0d5bc4fd78cbd2a2d6607a405_169) | | | | | | | | | | | | [96](#id39a50d0d5bc4fd78cbd2a2d6607a405_307) | | |
| [PART II](#id39a50d0d5bc4fd78cbd2a2d6607a405_313) | | | | | | | | | | | | | | |
| [Item 6. \[Reserved\]](#id39a50d0d5bc4fd78cbd2a2d6607a405_319) | | | | | | | | | | | | [100](#id39a50d0d5bc4fd78cbd2a2d6607a405_2764) | | |
| [Item 9B. Other Information](#id39a50d0d5bc4fd78cbd2a2d6607a405_229) | | | | | | | | | | | | [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_361) | | |
| [PART III](#id39a50d0d5bc4fd78cbd2a2d6607a405_361) | | | | | | | | | | | | | | |
| [PART IV](#id39a50d0d5bc4fd78cbd2a2d6607a405_379) | | | | | | | | | | | | | | |
| [Signatures](#id39a50d0d5bc4fd78cbd2a2d6607a405_391) | | | | | | | | | | | | [174](#id39a50d0d5bc4fd78cbd2a2d6607a405_391) | | |
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
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global wealth management channel.
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
For
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RI is reduced by a placement fee adjustment that represents the net portion of either expense deferral or amortization that is required to match the timing of expense recognition with the period over which management fees are expected to be earned from the associated fund for segment purposes but have been expensed up front in accordance with GAAP.
For periods in which the amortization of placement fees for segment purposes is higher than the GAAP expense, the placement fee adjustment is presented as a reduction to RI;
The Series A Preferred Stock was redeemed in full on June 30, 2021;
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- “2052 Senior Notes” refers to senior notes issued by a wholly owned subsidiary of Ares Holdings in January 2022 with a maturity in February 2052.
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| [PART I](#i4af9a331de404c8781971c76c2222409_262) | | | | | | | | | | | | | | |
| [Item 1. Business](#i4af9a331de404c8781971c76c2222409_265) | | | | | | | | | | | | [9](#i4af9a331de404c8781971c76c2222409_265) | | |
| [Item 2. Properties](#i4af9a331de404c8781971c76c2222409_274) | | | | | | | | | | | | [92](#i4af9a331de404c8781971c76c2222409_274) | | |
| [Item 3. Legal Proceedings](#i4af9a331de404c8781971c76c2222409_196) | | | | | | | | | | | | [92](#i4af9a331de404c8781971c76c2222409_274) | | |
| [PART II](#i4af9a331de404c8781971c76c2222409_277) | | | | | | | | | | | | | | |
| [Item 6. \[Reserved\]](#i4af9a331de404c8781971c76c2222409_289) | | | | | | | | | | | | [95](#i4af9a331de404c8781971c76c2222409_289) | | |
| [Item 9B. Other Information](#i4af9a331de404c8781971c76c2222409_307) | | | | | | | | | | | | [162](#i4af9a331de404c8781971c76c2222409_310) | | |
| [PART III](#i4af9a331de404c8781971c76c2222409_310) | | | | | | | | | | | | | | |
| [PART IV](#i4af9a331de404c8781971c76c2222409_328) | | | | | | | | | | | | | | |
| [Signatures](#i4af9a331de404c8781971c76c2222409_340) | | | | | | | | | | | | [167](#i4af9a331de404c8781971c76c2222409_340) | | |
For a discussion of risks resulting from the coronavirus (“COVID-19”) pandemic and the impact on the U.S. and global economy, see “Item 1A.
Risk Factors” in this Annual Report on Form 10-K.
On April 1, 2021, Ares completed an internal reorganization (the “Reorganization”) that simplified the organizational structure and merged Ares Offshore and Ares Investments with Ares Holdings.
As a result of the Reorganization, Ares Holdings became the sole entity in the Ares Operating Group.
Management Group.
closed-end funds within the reinvestment period, the amount of limited partner invested capital for the aforementioned closed-end funds beyond the reinvestment period and the portfolio value, gross asset value or NAV.
Fee related performance revenues and fee related performance compensation were previously included within realized net performance income;
It
RI also includes deferred placement fees, which represent the portion of placement fees that are deferred and amortized over the expected life of each fund's life for segment purposes but have been expensed under US GAAP;
An excerpt. Shown here: 40 of 46 rewritten, all 27 added and all 19 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
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Item 4. Mine Safety Disclosures
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Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
The number of holders of record of our Class A common stock as of February [removed: 21, 2022] [added: 17, 2023] was [removed: 16,] [added: 17,] which does not include the number of shareholders that hold shares in “street name” through banks or broker-dealers.
The following graph depicts the total return to holders of our Class A common stock from the closing price on December 31, [removed: 2016] [added: 2017] through December 31, [removed: 2021,] [added: 2022,] relative to the performance of the S&P 500 Index and the Dow Jones U.S. Asset Managers Index.
The graph assumes $100 invested on December 31, [removed: 2016] [added: 2017] and dividends received reinvested in the security or index.
| October 1, [removed: 2021] [added: 2022] - October 31, [removed: 2021] [added: 2022] | | | — | | | $ | — | | — | | | $ | 150,000 | |
| November 1, [removed: 2021] [added: 2022] - November 30, [removed: 2021] [added: 2022] | | | — | | | — | | | — | | | 150,000 | | |
| December 1, [removed: 2021] [added: 2022] - December 31, [removed: 2021] [added: 2022] | | | — | | | — | | | — | | | 150,000 | | |
(1)In February [removed: 2021,] [added: 2022,] our board of directors approved the renewal of our stock repurchase program that authorizes the repurchase of up to $150 million of shares of our Class A common stock.
In February [removed: 2022,] [added: 2023,] our board of directors approved the renewal of the program and it is scheduled to expire in March [removed: 2023.][added: 2024.]
During [removed: 2020,] [added: 2021,] we declared a dividend each quarter of [removed: $0.40] [added: $0.47] (totaling [removed: $1.60] [added: $1.88] annually) per share to Class A common [added: stockholders and non-voting common] stockholders, or approximately [removed: $217.7] [added: $309.9] million.
During [removed: 2021,] [added: 2022,] we declared a dividend each quarter of [removed: $0.47] [added: $0.61] (totaling [removed: $1.88] [added: $2.44] annually) per share to Class A [removed: common stockholders at the close of business on March 17, 2021] and [removed: per share to Class A and] non-voting common stockholders at the close of business on [added: March 17, 2022,] June 16, [removed: 2021,] [added: 2022,] September 16, [removed: 2021,] [added: 2022,] and December [removed: 17, 2021,] [added: 16, 2022,] respectively, or approximately [removed: $309.9] [added: $429.1] million.
In February [removed: 2022,] [added: 2023,] the [removed: Company's] [added: Company’s] board of directors declared a quarterly dividend of [removed: $0.61] [added: $0.77] per share of Class A and non-voting common [removed: stock, or approximately $104.4 million,] [added: stock] with respect to the first quarter of [removed: 2022] [added: 2023] payable on March 31, [removed: 2022] [added: 2023] to common stockholders of record at the close of business on March 17, [removed: 2022.][added: 2023.]
Subject to the approval of our board of directors, we intend to pay a dividend of [removed: $0.61] [added: $0.77] per share of our Class A [added: and non-voting] common stock per quarter in [removed: 2022.][added: 2023.]
As fee related earnings reflect the core earnings of our business and [removed: consists] [added: consist] of management fee and fee related performance revenues less compensation and general and administrative expenses, having our recurring dividend based on this amount removes volatility from our dividend and provides more predictability to investors on an annual basis
We expect to use such retained earnings [removed: for potential stock repurchases and] to fund future growth with the objective of accelerating our fee related earnings growth per [removed: share.][added: share, as well as for potential stock repurchases.]
Because AMC is a holding company and has no material assets other than its indirect ownership of [removed: Ares Operating Group] [added: AOG] Units, we fund dividends by AMC on shares of our Class A and non-voting common stock, if any, in three steps:
Because we and our direct subsidiaries that are corporations for U.S. federal income tax purposes may be required to pay corporate income and franchise taxes and make payments under the tax receivable agreement, the dividend amounts ultimately paid by us to holders of our Class A and non-voting common stock are expected to be generally less, on a per share basis, than the amounts distributed by the Ares Operating Group entities to their respective partners in respect of their [removed: Ares Operating Group] [added: AOG] Units.
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Dividend Policy for the Series A Preferred Stock
As declared by the Company’s board of directors, dividends on the Series A Preferred Stock were payable quarterly at a rate per annum equal to 7.00%.
As of December 31, 2020, the Company had 12,400,000 shares of the Series A Preferred Stock outstanding.
On June 30, 2021 (the “Redemption Date”), the Company redeemed all shares of the Series A Preferred Stock outstanding.
The redemption price did not include any accrued dividends as the Redemption Date occurred on the dividend payment date.
On the Redemption Date, the Company paid $5.4 million for the previously announced dividend of $0.4375 per share.
During 2021 and 2020, we paid quarterly dividends totaling approximately $10.9 million and $21.7 million, respectively, to holders of record of shares of the Series A Preferred Stockholders.
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[removed: ][added: ]
Item 9A. Controls and Procedures
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Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2021.][added: 2022.]
Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or [added: detected on a timely basis.]
Based on this evaluation, management concluded that the [removed: Company's] [added: Company’s] internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
To the Stockholders and [added: the] Board of Directors of Ares Management Corporation
We have audited Ares Management Corporation’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).
In our opinion, Ares Management Corporation (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial condition of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 28, 2022] [added: 24, 2023] expressed an unqualified opinion thereon.
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[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
February 24, 2023
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detected on a timely basis.
Management has excluded the acquisitions of Black Creek Group (“Black Creek”) and Landmark Partners, LLC (“Landmark”) from its assessment of internal control over financial reporting as the acquisitions were completed during 2021, and Black Creek and Landmark did not have a material effect on the Company’s financial condition, results of operations or cash flows in 2021.
Black Creek and Landmark constituted 2.6% of total assets of the Company as of December 31, 2021 and 13.2% of revenues for the year then ended.
Management expects to include Black Creek and Landmark in the assessment of internal control over financial reporting and audit of internal control over financial reporting for 2022.
See Note 3, “Business Combinations,” to our consolidated financial statements included in this Annual Report on Form 10‑K for pro forma information on Landmark 2021 operating results.
As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Black Creek Group (“Black Creek”) and Landmark Partners, LLC (“Landmark”), which are included in the 2021 consolidated financial statements of the Company and constituted 2.6% of total assets as of December 31, 2021 and 13.2% of revenues for the year then ended.
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Black Creek and Landmark.
February 28, 2022
Item 9B. Other Information
6 rewritten, 0 added, 1 removed, 5 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
Subsequent to completion of the Ares funds’ investment in Daisy, in connection with [removed: Ares’s] [added: Ares’] routine quarterly survey of its investment funds’ portfolio companies, Daisy informed the Ares funds that it has [added: a] customer [removed: contracts] [added: contract] with Melli Bank [removed: Plc, Persia International Bank Plc and Bank Saderat] Plc.
Melli Bank [removed: Plc, Persia International Bank] Plc [removed: and Bank Saderat Plc have] [added: has] been designated by the Office of Foreign Assets Control within the U.S. Department of Treasury pursuant to Executive Order [removed: 13324.][added: 13224.]
Daisy generated a total of [removed: £84,806] [added: £41,546] in annual revenues in 2021 (less than [removed: 0.02%] [added: 0.01%] of Daisy’s annual revenues) from its dealings with Melli Bank [removed: Plc, Persia International Bank] Plc and [removed: Bank Saderat Plc and] de minimis net profits.
Daisy entered into the customer [removed: contracts] [added: contract] with Melli Bank [removed: Plc, Persia International Bank] Plc [removed: and Bank Saderat Plc] prior to the Ares funds’ investment in Daisy.
Daisy [removed: has given notice of termination of] [added: terminated] its contract with Melli Bank [removed: Plc, and such contract terminated] [added: Plc] on February 26, 2022.
Following termination of the [removed: contracts,] [added: contract,] Daisy has not engaged and does not intend to engage in any further dealings or transactions with Melli Bank [removed: Plc, Persia International Bank Plc or Bank Saderat] Plc.
Daisy terminated its contract with Bank Saderat Plc on November 24, 2021 and terminated its contract with Persia International Bank Plc on December 31, 2021.
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2021.][added: 2022.]
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2021.][added: 2022.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2021.][added: 2022.]
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2021.][added: 2022.]
Item 14. Principal Accounting Fees and Services
1 rewritten, 1 added, 0 removed, 1 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2021.][added: 2022.]
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
Item 15. Exhibits, Financial Statement Schedules
42 rewritten, 14 added, 3 removed, 43 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
| Consolidated Statements of Financial Condition as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | |
| Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | |
| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | |
| Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | |
| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | |
| [3.1](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex31secondarcertifi.htm) | | | | | | Second [removed: Amendment] [added: Amended] and Restated Certificate of Incorporation of Ares Management Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36429) filed with the SEC on November [removed: 5, 2021).] [added: 7, 2022).] | | |
| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/a2021q4exhibit41.htm)*] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/a2022q4exhibit41.htm)*] | | | | | | Description of Ares Management [removed: Corporation's] [added: Corporation’s] Securities. | | |
| [4.5](https://www.sec.gov/Archives/edgar/data/1176948/000110465914070769/a14-21394_4ex4d2.htm) | | | | | | Form of 4.000% Senior Note due 2024 (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on October 8, 2014). | | |
| [4.9](https://www.sec.gov/Archives/edgar/data/1176948/000162828020009441/june2020exhibit42bondo.htm) | | | | | | Form of 3.250% Senior Note due 2030 (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K (File No. 001-36429) filed with the SEC on June 15, 2020). | | |
| [4.11](https://www.sec.gov/Archives/edgar/data/1176948/000110465921087739/tm2121039d1_ex4-1.htm) | | | | | | Form of 4.125% [removed: Senior Note] [added: Fixed Rate Resettable Subordinated Notes] due 2051 [removed: (included in Exhibit 4.10 hereto) (incorporated] [added: incorporated] by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on July 1, 2021). | | |
| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex101fourthamendeda.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex101fourthamendeda.htm)[1](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex101fourthamendeda.htm)] | | | | | | Fourth Amended and Restated Limited Partnership Agreement of Ares Holdings L.P., dated April 1, [removed: 2021.] [added: 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).] | | |
| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex102thirdamendedre.htm)] [added: [10.38#*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1038standardru.htm)] | | | | | | [added: Form of Restricted Unit Agreement under the] Third Amended & Restated 2014 Equity Incentive Plan. | | |
| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex103fifthamendedan.htm) | | | | | | Fifth Amended and Restated Exchange Agreement, dated April 1, [removed: 2021.] [added: 2021 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).] | | |
| [10.5](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q110qexhibit104tra.htm) | | | | | | Third Amended and Restated Tax Receivable Agreement, dated April 1, [removed: 2021.] [added: 2021 (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).] | | |
| [10.7](http://www.sec.gov/Archives/edgar/data/1176948/000104746914009068/a2222115zex-10_1.htm) | | | | | | Amendment No. 1, dated as of July 15, 2014, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings [removed: LLC,] [added: L.P.,] Ares Domestic Holdings L.P., Ares Investments [removed: LLC,] [added: L.P.,] Ares Real Estate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10‑Q (File No. 001-36429) filed with the SEC on November 12, 2014). | | |
| [10.8](http://www.sec.gov/Archives/edgar/data/1176948/000104746914009068/a2222115zex-10_2.htm) | | | | | | Amendment No. 2, dated as of September 24, 2014, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings [removed: LLC,] [added: L.P.,] Ares Domestic Holdings L.P., Ares Investments [removed: LLC,] [added: L.P.,] Ares Real Estate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10‑Q (File No. 001-36429) filed with the SEC on November 12, 2014). | | |
| [10.9](http://www.sec.gov/Archives/edgar/data/1176948/000110465915053848/a15-16415_1ex10d1.htm) | | | | | | Amendment No. 3, dated as of July 23, 2015, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings [removed: LLC,] [added: L.P.,] Ares Domestic Holdings L.P., Ares Investments [removed: LLC,] [added: L.P.,] Ares Real Estate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‑K (File No. 001-36429) filed with the SEC on July 28, 2015). | | |
| [10.10](http://www.sec.gov/Archives/edgar/data/1176948/000110465915057734/a15-17011_1ex10d1.htm) | | | | | | Amendment No. 4, dated as of August 5, 2015, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings [removed: LLC,] [added: L.P.,] Ares Domestic Holdings L.P., Ares Investments [removed: LLC,] [added: L.P.,] Ares Real Estate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‑K (File No. 001-36429) filed with the SEC on August 7, 2015). | | |
| [10.11](http://www.sec.gov/Archives/edgar/data/1176948/000110465915085867/a15-25222_1ex10d1.htm) | | | | | | Amendment No. 5, dated as of December 16, 2015, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings [removed: LLC,] [added: L.P.,] Ares Domestic Holdings L.P., Ares Investments [removed: LLC,] [added: L.P.,] Ares Real Estate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‑K (File No. 001-36429) filed with the SEC on December 21, 2015). | | |
| [10.12](http://www.sec.gov/Archives/edgar/data/1176948/000110465916123706/a16-12146_1ex10d1.htm) | | | | | | Amendment No. 6, dated as of May 23, 2016, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings [removed: LLC,] [added: L.P.,] Ares Domestic Holdings L.P., Ares Investments [removed: LLC,] [added: L.P.,] Ares Real Estate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on May 26, 2016). | | |
| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d2.htm)] [added: [10.19#](http://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d2.htm)] | | | | | | Form of Restricted Unit Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 POS (File No. 333-225271) filed with the SEC on November 26, 2018). [removed: #] | | |
| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1019.htm)] [added: [10.39#*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1039deferredru.htm)] | | | | | | Form of [removed: Option] [added: Deferred Restricted Unit] Agreement under the [removed: Second] [added: Third] Amended & Restated 2014 Equity Incentive Plan. [removed: #] | | |
| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1020.htm)] [added: [10.21#](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1020.htm)] | | | | | | Form of Phantom Unit Agreement under the Second Amended & Restated 2014 Equity Incentive [removed: Plan. #] [added: Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).] | | |
| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1176948/000104746914003681/a2219594zex-10_16.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1176948/000104746914003681/a2219594zex-10_16.htm)] | | | | | | Form of ARCC Incentive Fee Award (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S‑1/A (File No. 333-194919) filed with the SEC on April 11, 2014). | | |
| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1176948/000155837016003647/ares-20151231ex1028283d6.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1176948/000155837016003647/ares-20151231ex1028283d6.htm)] | | | | | | Form of Amended and Restated Limited Partnership Agreement of Carry Vehicles (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-36429), filed with the SEC on February 29, 2016). | | |
| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1176948/000155837016003647/ares-20151231ex102906696.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1176948/000155837016003647/ares-20151231ex102906696.htm)] | | | | | | Form of Supplemental [removed: Award] Agreement for Carried Interest (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-36429), filed with the SEC on February 29, 2016). | | |
| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1176948/000162828017001756/exhibit1024.htm)] [added: [10.25](http://www.sec.gov/Archives/edgar/data/1176948/000162828017001756/exhibit1024.htm)] | | | | | | Form of Annual Incentive Fee Award Letter (incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-36429), filed with the SEC on February 27, 2017). | | |
| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d3.htm)] [added: [10.26#](http://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d3.htm)] | | | | | | Form of Deferred Restricted Unit Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-8 POS (File No. 333-225271) filed with the SEC on November 26, 2018). [removed: #] | | |
| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d4.htm)] [added: [10.27#](http://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d4.htm)] | | | | | | Form of Director Restricted Unit Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-8 POS (File No. 333-225271) filed with the SEC on November 26, 2018). [removed: #] | | |
| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/1176948/000162828018010477/a201802exhibit101.htm)] [added: [10.28#](http://www.sec.gov/Archives/edgar/data/1176948/000162828018010477/a201802exhibit101.htm)] | | | | | | Restricted Unit Agreement, dated as of July 31, 2018, by and between Michael J Arougheti and Ares Management, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36429) filed with the SEC on August 6, 2018). [removed: #] | | |
| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/1176948/000110465919039710/a19-12367_1ex2d1.htm#Exhibit992_1_032715)] [added: [10.29](http://www.sec.gov/Archives/edgar/data/1176948/000110465919039710/a19-12367_1ex2d1.htm#Exhibit992_1_032715)] | | | | | | Stock Purchase Agreement, dated July 9, 2019, between Aspida Holdco, LLC and GBIG Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K (File 001-36429) filed with the SEC on July 9, 2019). | | |
| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/1176948/000110465920039830/tm2014100d1_ex10-1.htm)] [added: [10.30](http://www.sec.gov/Archives/edgar/data/1176948/000110465920039830/tm2014100d1_ex10-1.htm)] | | | | | | Share Purchase Agreement, dated March 27, 2020, between Sumitomo Mitsui Banking Corporation and Ares Management Corporation (incorporated by reference to Exhibit 10.1 to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K (File 001-36429) filed with the SEC on March 30, 2020). | | |
| [removed: [10.32](https://www.sec.gov/Archives/edgar/data/0001176948/000110465920039830/tm2014100d1_ex10-2.htm)] [added: [10.31](https://www.sec.gov/Archives/edgar/data/0001176948/000110465920039830/tm2014100d1_ex10-2.htm)] | | | | | | Investor Rights Agreement, dated March 31, 2020, by and between Sumitomo Mitsui Banking Corporation and Ares Management [removed: Corporation.] [added: Corporation (incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).] | | |
| [removed: [10.33](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1035.htm)] [added: [10.32#](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1035.htm)] | | | | | | Form of Executive Officer Time-Based Restricted Unit Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.35 to the [removed: Registrant's] [added: Registrant’s] Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-36429) filed with the SEC on February 25, [removed: 2021)] [added: 2021).] | | |
| [removed: [10.34](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1036.htm)] [added: [10.33#](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1036.htm)] | | | | | | Form of Executive Officer Performance-Based Restricted Unit Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.36 to the [removed: Registrant's] [added: Registrant’s] Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-36429) filed with the SEC on February 25, 2021). | | |
| [removed: [10.36](https://www.sec.gov/Archives/edgar/data/1176948/000110465921048093/tm2112176d1_ex1-2.htm)] [added: [10.35](https://www.sec.gov/Archives/edgar/data/1176948/000110465921048093/tm2112176d1_ex1-2.htm)] | | | | | | Share Purchase Agreement, dated April 5, 2021, by and between [removed: Ares Management Corporation and] Sumitomo Mitsui Banking Corporation [added: and Ares Management Corporation] (incorporated by reference to Exhibit 1.2 to the [removed: Registrant's] [added: Registrant’s] Current Report on 8-K (File No. 001-36429) filed with SEC on April [removed: 8,2021).] [added: 8, 2021).] | | |
| [removed: [10.37*](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/exhibit1037nominationagree.htm)] [added: [10.36](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/exhibit1037nominationagree.htm)] | | | | | | Nomination Agreement, dated February 23, 2022, by and between Ares Management Corporation and Ares Partners Holdco LLC [added: (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).] | | |
| [removed: [21.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/a2021q4exhibit211.htm)] [added: [21.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/a2022q4exhibit211.htm)] | | | | | | Subsidiaries of Ares Management Corporation. | | |
| [removed: [23.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/a2021q4exhibit231.htm)] [added: [23.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/a2022q4exhibit231.htm)] | | | | | | Consent of Ernst and Young LLP. | | |
| [removed: [31.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/a2021q4exhibit311.htm)] [added: [31.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/a2022q4exhibit311.htm)] | | | | | | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a). | | |
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
| [4.12](https://www.sec.gov/Archives/edgar/data/1176948/000110465922006484/tm222637d5_ex4-1.htm) | | | | | | Indenture dated as of January 21, 2022 among Ares Finance Co. IV LLC, Ares Holdings L.P., Ares Investments Holdings LLC, Ares Management LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on 8-K (File No. 001-36429) filed with the SEC on January 21, 2022). | | |
| [4.13](https://www.sec.gov/Archives/edgar/data/1176948/000110465922006484/tm222637d5_ex4-2.htm) | | | | | | First Supplemental Indenture dated as of January 21, 2022 among Ares Finance Co. IV LLC, Ares Holdings L.P., Ares Investments Holdings LLC, Ares Management LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on January 21, 2022). | | |
| [4.14](https://www.sec.gov/Archives/edgar/data/1176948/000110465922006484/tm222637d5_ex4-2.htm) | | | | | | Form of 3.650% Senior Note due 2052 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on January 21, 2022). | | |
| [10.2](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/exhibit104.htm) | | | | | | Investor Rights Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). | | |
| [10.3#](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex102thirdamendedre.htm) | | | | | | Third Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). | | |
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
| [10.20#](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1019.htm) | | | | | | Form of Option Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). | | |
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
| | | | | | | | | |
| [10.34#](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex105formofindemnif.htm) | | | | | | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). | | |
| [10.37](https://www.sec.gov/Archives/edgar/data/1176948/000162828022008573/a2022aprilexhibit101.htm) | | | | | | Amendment No. 11, dated as of March 31, 2022, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on April 6, 2022). | | |
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.
| [10.2](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/exhibit104.htm) | | | | | | Investor Rights Agreement. | | |
| [10.19](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1017.htm) | | | | | | Form of Indemnification Agreement. # | | |
| [10.35](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex105formofindemnif.htm) | | | | | | Form of Indemnification Agreement. | | |
An excerpt. Shown here: 40 of 42 rewritten, all 14 added and all 3 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2022 filing and the FY2021 filing.
Item 16. Form 10-K Summary
766 rewritten, 384 added, 430 removed, 1,570 unchanged
Read the full itemFY2022 item · filed February 24, 2023FY2021 item · filed February 28, 2022
| Dated: February [removed: 28, 2022] [added: 24, 2023] | | | | | | By: | | | /s/ Michael J Arougheti | | |
| | | | Name: | | | Antony P. Ressler | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Name: | | | Michael J Arougheti | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Name: | | | Jarrod Phillips | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Title: | | | Chief Financial Officer (Principal Financial [removed: and] [added: &] Accounting Officer) | | | | | | | | |
| | | | Name: | | | David B. Kaplan | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Title: | | | Director, Co-Founder & [removed: Co-Chairman] [added: Chairman] of Private Equity Group | | | | | | | | |
| | | | Name: | | | Bennett Rosenthal | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Title: | | | [removed: Director, Co-Founder] [added: Director] & [removed: Co-Chairman of Private Equity Group] [added: Co-Founder] | | | | | | | | |
| | | | Name: | | | R. Kipp deVeer | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Name: | | | Paul G. Joubert | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Name: | | | Michael Lynton | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Name: | | | Dr. Judy D. Olian | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Name: | | | Antoinette Bush | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| | | | Name: | | | Eileen Naughton | | | | | | Dated: February [removed: 28, 2022] [added: 24, 2023] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i4af9a331de404c8781971c76c2222409_346)] [added: Firm](#id39a50d0d5bc4fd78cbd2a2d6607a405_397)] (PCAOB ID: 42) | | | | | | [removed: [F-2](#i4af9a331de404c8781971c76c2222409_346)] [added: [F-2](#id39a50d0d5bc4fd78cbd2a2d6607a405_397)] | | |
| [Consolidated Statements of Financial Condition as of December 31, [removed: 2021 and 2020](#i4af9a331de404c8781971c76c2222409_22)] [added: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_22)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_22) [and 20](#id39a50d0d5bc4fd78cbd2a2d6607a405_22)[21](#id39a50d0d5bc4fd78cbd2a2d6607a405_22)] | | | | | | [removed: [F-4](#i4af9a331de404c8781971c76c2222409_22)] [added: [F-4](#id39a50d0d5bc4fd78cbd2a2d6607a405_22)] | | |
| [Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020 and 2019](#i4af9a331de404c8781971c76c2222409_25)] [added: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)[, 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)[1](#id39a50d0d5bc4fd78cbd2a2d6607a405_25) [and 2](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)[020](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)] | | | | | | [removed: [F-5](#i4af9a331de404c8781971c76c2222409_25)] [added: [F-5](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)] | | |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020 and 2019](#i4af9a331de404c8781971c76c2222409_28)] [added: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)[, 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)[1](#id39a50d0d5bc4fd78cbd2a2d6607a405_28) [and 2](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)[020](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)] | | | | | | [removed: [F-6](#i4af9a331de404c8781971c76c2222409_28)] [added: [F-6](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)] | | |
| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2021, 2020 and 2019](#i4af9a331de404c8781971c76c2222409_361)] [added: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)[, 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)[1](#id39a50d0d5bc4fd78cbd2a2d6607a405_400) [and 2](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)[020](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)] | | | | | | [removed: [F-7](#i4af9a331de404c8781971c76c2222409_361)] [added: [F-7](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)] | | |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020 and 2019](#i4af9a331de404c8781971c76c2222409_34)] [added: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)[, 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)[1](#id39a50d0d5bc4fd78cbd2a2d6607a405_34) [and 2](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)[020](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)] | | | | | | [removed: [F-8](#i4af9a331de404c8781971c76c2222409_34)] [added: [F-8](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i4af9a331de404c8781971c76c2222409_40)] [added: Statements](#id39a50d0d5bc4fd78cbd2a2d6607a405_40)] | | | | | | [removed: [F-9](#i4af9a331de404c8781971c76c2222409_40)] [added: [F-9](#id39a50d0d5bc4fd78cbd2a2d6607a405_40)] | | |
We have audited the accompanying consolidated statements of financial condition of Ares Management Corporation (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 28, 2022] [added: 24, 2023] expressed an unqualified opinion thereon.
Critical Audit [removed: Matters][added: Matter]
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
The communication of the critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing a separate opinion on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
| *Description of the Matter* | | | At December 31, [removed: 2021,] [added: 2022,] the carrying value of the Company’s investments totaled [removed: $3,684.3] [added: $3,974.7] million, primarily consisting of equity method private investment partnership interests - principal of [removed: $473.9] [added: $543.6] million and equity method - carried interest of [removed: $2,998.4] [added: $3,106.6] million. As discussed further in Note 2. Summary of Significant Accounting Policies to the consolidated financial statements, the underlying investments of the Company’s equity method investments (“underlying investments”) are reported at fair value as determined by management by applying the valuation techniques and using the significant unobservable inputs described therein. Auditing management’s determination of the fair value of the underlying investments that are valued using significant unobservable inputs is complex and involves a high degree of auditor subjectivity to address the higher estimation uncertainty. | | |
| | | | As of December 31, | | | | | | | | | [added: | | |]
| | | | [added: | | | | | | | | | | | | 2022 | | | | | |] 2021 | | | | | | 2020 | | |
| Assets | | | | | | | | | | | | [added: | | |]
| Cash and cash [removed: equivalents |] [added: equivalents, beginning of period] | | [removed: $] | 343,655 | | | | | [removed: $] | 539,812 | | [added: | | | | 138,384 | | |]
| Investments (includes accrued carried interest of [removed: $2,998,421] [added: $3,106,577] and [removed: $1,145,853] [added: $2,998,421] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively) | | | [removed: 3,684,264] [added: 3,974,734] | | | | | | [removed: 1,682,759] [added: 3,684,264] | | | [added: | | |]
| Due from affiliates | | | [removed: 670,383] [added: 758,472] | | | | | | [removed: 405,887] [added: 670,383] | | | [added: | | |]
| Intangible assets, net | | | [removed: 1,422,818] [added: 1,208,220] | | | | | | [removed: 222,087] [added: 1,422,818] | | | [added: | | |]
| Right-of-use operating lease assets | | | [removed: 167,652] [added: 155,950] | | | | | | [removed: 154,742] [added: 167,652] | | | [added: | | |]
| *Assets of Consolidated Funds:* | | | | | | | | | | | | [added: | | |]
| Cash and cash equivalents | | | [removed: 1,049,191] [added: 724,641] | | | | | | [removed: 522,377] [added: 1,049,191] | | | [added: | | |]
| Investments, at fair value | | | [removed: 11,816,393] [added: 12,191,251] | | | | | | [removed: 10,877,097] [added: 11,816,393] | | | [added: | | |]
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
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| By: | | | /s/ Ashish Bhutani | | | | | | | | | | | |
| | | | Name: | | | Ashish Bhutani | | | | | | Dated: February 24, 2023 | | |
| | | | Title: | | | Director | | | | | | | | |
F-176
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February 24, 2023
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| | | | 2022 | | | | | | 2021 | | | | | |
| | | | | | | | | | | | | | | |
| Cash and cash equivalents | | | $ | 389,987 | | | | | $ | 343,655 | | | | |
| Other assets | | | 381,137 | | | | | | 334,755 | | | | | |
| Goodwill | | | 999,656 | | | | | | 787,972 | | | | | |
| Investments held in trust account | | | 1,013,382 | | | | | | 1,000,285 | | | | | |
| | | | | | | | | | | | | | | |
| Accumulated deficit | | | (369,475) | | | | | | (89,382) | | | | | |
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
[T](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[a](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[b](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[l](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[f](#id39a50d0d5bc4fd78cbd2a2d6607a405_289) [](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[C](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[o](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[e](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[n](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[t](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[s](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuances of common stock | | | | | | | | | — | | | | | | | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 12,834 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,835 | | |
| Capital contributions | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,195 | | | | | | 549,396 | | | | | | 554,591 | | |
| Dividends/Distributions | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (447,634) | | | | | | — | | | | | | (386,843) | | | | | | (178,291) | | | | | | (1,012,768) | | |
| Net income | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 167,541 | | | | | | — | | | | | | 152,892 | | | | | | 119,333 | | | | | | 439,766 | | |
| Currency translation adjustment, net of tax | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13,131) | | | | | | (8,814) | | | | | | (11,540) | | | | | | (33,485) | | |
| Equity compensation | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 119,580 | | | | | | — | | | | | | — | | | | | | 80,526 | | | | | | — | | | | | | 200,106 | | |
| Balance at December 31, 2022 | | | | | | | | | $ | — | | | | | | | | | | | $ | 1,739 | | | | | $ | 35 | | | | | $ | 1,172 | | | | | $ | 1,970,754 | | | | | $ | (369,475) | | | | | $ | (14,986) | | | | | $ | 1,135,023 | | | | | $ | 1,074,356 | | | | | $ | 3,798,618 | |
[Table of Contents](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
Notes to the Consolidated Financial Statements
[Table of Contents](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
Ares Holdings represents all the activities of the “Ares Operating Group” or “AOG” and may be referred to interchangeably.
[Table of Contents](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
[Table of Contents](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
[Table of Contents](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
Investments held in trust account
AAC’s portfolio of investments is comprised of U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation.
[Table of Contents](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)
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| Accounting for the acquisition of Landmark Partners, LLC | | | | | |
| *Description of the Matter* | | | As disclosed in Note 3 of the consolidated financial statements, the Company acquired Landmark Partners, LLC and its subsidiaries (collectively, “Landmark”) in 2021 for total consideration of $1,102.7 million. The transaction was accounted for as a business combination. Identifiable intangible assets acquired through this business combination primarily consisted of management contracts, client relationships and trade name with acquisition-date fair values of $425.9 million, $197.2 million and $86.2 million, respectively. The significant estimation was primarily due to sensitivity of the fair value to underlying assumptions about future performance of the acquired business in the Company’s discounted cash flow model used to measure the management contracts and customer relationships intangible assets. These significant assumptions included the revenue and expense growth rates that form the basis of the forecasted results, future fundraising assumptions and the discount rate. | | |
| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s acquisition process. This included management’s review controls over the fair valuation techniques and significant assumptions and inputs used to estimate the fair value of the management contracts and customer relationships intangible assets and management’s review of the completeness and accuracy of the data used in management contracts and customer relationship valuation model. To test the fair value of the management contracts and customer relationship intangible asset, our procedures included, among others, involving internal valuation specialists to assist in our evaluation of the Company’s valuation methodology and significant assumptions included in the fair value estimate, including testing the revenue and expense growth rates that form the basis of the forecasted results, the future fundraising assumptions and the discount rate, and testing the mathematical accuracy of the Company’s valuation model. For example, we performed sensitivity analyses for certain assumptions, compared significant assumptions to current industry, market, and economic trends, to assumptions used to value similar intangible assets of other acquisitions, to the historical results of the acquired business and to the Company’s budgets and forecasts. | | |
February 28, 2022
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| | | | | | | | | | | | |
| Other assets | | | 1,122,727 | | | | | | 590,332 | | |
| U.S. Treasury securities, at fair value | | | 1,000,285 | | | | | | — | | |
| | | | | | | | | | | | |
| Retained earnings | | | (89,382) | | | | | | (151,824) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Balance at January 1, 2019 | | | | | | | | | $ | 298,761 | | | | | | | | | | | $ | 1,016 | | | | | $ | — | | | | | $ | — | | | | | $ | 326,007 | | | | | $ | (29,336) | | | | | $ | (8,524) | | | | | $ | 302,780 | | | | | $ | 503,637 | | | | | $ | 1,394,341 | |
| Relinquished with deconsolidation of funds | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (55) | | | | | | (55) | | |
| Repurchases of Class A common stock | | | | | | | | | — | | | | | | | | | | | | (4) | | | | | | — | | | | | | — | | | | | | (10,445) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,449) | | |
| Capital contributions | | | | | | | | | — | | | | | | | | | | | | 70 | | | | | | — | | | | | | — | | | | | | 206,635 | | | | | | — | | | | | | — | | | | | | 1,876 | | | | | | 172,851 | | | | | | 381,432 | | |
| Dividends/Distributions | | | | | | | | | (21,700) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (148,668) | | | | | | — | | | | | | (174,999) | | | | | | (96,282) | | | | | | (441,649) | | |
| Net income | | | | | | | | | 21,700 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 127,184 | | | | | | — | | | | | | 184,216 | | | | | | 39,704 | | | | | | 372,804 | | |
| Equity compensation | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 46,560 | | | | | | — | | | | | | — | | | | | | 50,394 | | | | | | — | | | | | | 96,954 | | |
| Repurchases of Class A common stock | | | — | | | | | | — | | | | | | (10,449) | | |
| Cash and cash equivalents, beginning of period | | | 539,812 | | | | | | 138,384 | | | | | | 110,247 | | |
[Table of Contents](#i4af9a331de404c8781971c76c2222409_259)[](#i4af9a331de404c8781971c76c2222409_259)
The Company is a holding company, and the Company's assets include equity interests in Ares Holdings Inc., Ares Offshore Holdings, Ltd., and Ares AI Holdings L.P. In this annual report, the following of the Company’s subsidiaries are collectively referred to as the “Ares Operating Group” or “AOG”: Ares Offshore Holdings L.P. (“Ares Offshore”), Ares Holdings L.P. (“Ares Holdings”), and Ares Investments L.P. (“Ares Investments”).
On April 1, 2021, the Company completed an internal reorganization (the “Reorganization”) that simplified the organizational structure and merged Ares Offshore and Ares Investments with Ares Holdings.
As a result of the Reorganization, Ares Holdings became the sole entity in the Ares Operating Group.
In February 2021, the Company’s first sponsored SPAC, Ares Acquisition Corporation (NYSE: AAC) (“AAC”), consummated its initial public offering that raised capital of $1.0 billion.
An excerpt. Shown here: 40 of 766 rewritten, 40 of 384 added and 40 of 430 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2022 filing and the FY2021 filing.