Ares Management (ARES) 10-K risk factor changes: FY2023 vs FY2022

- [removed: challenging] [added: difficult] market and political conditions [added: may adversely affect our businesses] in [removed: the U.S. and globally,] [added: many ways,] including [removed: risks in respect of a failure to increase the U.S. debt ceiling and the conflict between Russia and Ukraine, may reduce] [added: by reducing] the value or [removed: hamper] [added: hampering] the performance of the investments made by [removed: us and] our funds or [removed: impair] [added: reducing] the ability of our funds to raise or deploy capital;

- we are subject to risks related to our [removed: dependency] [added: dependence] on [removed: our] members of the Executive Management Committee, senior professionals and other key personnel as well as attracting, retaining and developing human capital in a highly competitive talent market;

- we may experience reputational harm if we fail to appropriately address conflicts of interest or if we, our employees, our funds or [removed: our] [added: their] portfolio companies fail (or are alleged to have failed) to comply with applicable regulations in an increasingly complex political and regulatory environment;

- the use of leverage by us and our funds exposes us to substantial risks, including related to the selection of a replacement for [removed: LIBOR;][added: London Interbank Offered Rate (“LIBOR”);]

- third-party investors in our funds may not satisfy their contractual obligation to fund capital [removed: calls;][added: calls or may exercise redemption, termination or dissolution rights;]

- we are subject to risks related to our tax receivable [removed: agreement.][added: agreement (the “TRA”).]

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, [removed: inflation rates,] [added: persistent inflation,] 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 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 [removed: ongoing uncertainty following] the [removed: end of the Brexit transitional period on December 31, 2020, hostilities in the Middle East region] [added: conflict between Russia] and [added: Ukraine and] more recently between [removed: Russia] [added: Israel] and [removed: Ukraine.][added: Hamas and the ongoing instability in the Middle East region.]

Sanctions imposed by the U.S. and other countries in connection with hostilities between Russia and Ukraine [added: and the tensions between China and Taiwan] have caused additional financial market volatility and affected the global economy.

Concerns over increasing inflation, [added: economic recession,] 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.

In addition, in an effort to combat inflation the Federal Reserve has increased the federal funds rate in [removed: 2022 and is widely expected to further increase the federal funds rate in] 2023.

These and other conditions in the global financial markets and the global economy may result in adverse consequences for us and [removed: many of] our funds, each of which could adversely affect the business of such funds, restrict such funds’ investment activities, impede such funds’ ability to effectively achieve their investment objectives and result in lower returns than we anticipated at the time certain of our investments were made.

During periods of difficult market conditions or slowdowns (which may be across one or more industries, sectors or geographies), companies in which we [added: and our funds] invest may experience decreased revenues, financial losses, credit rating downgrades, difficulty in obtaining access to financing and increased funding costs.

During such periods, these companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due, including expenses payable to [removed: us.][added: us and our funds.]

Negative financial results in our funds’ portfolio companies may reduce the value of [removed: our] [added: their] portfolio companies, the net asset value of our funds and the investment returns for our funds, which could have a material adverse effect on our operating results and cash flow.

[removed: Recent] [added: Such] 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.

[removed: 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.

We may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, the [removed: Commodity Futures Trading Commission (the “CFTC”),] [added: CFTC,] FINRA or other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.

See “—Risks Related to 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” and [removed: “Risks] [added: “—Risks] 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.” The likelihood of occurrence and the effect of any such change is highly uncertain and could have an adverse impact on us, our [removed: portfolio companies] [added: funds] and [removed: our fund investors.][added: their portfolio companies.]

[removed: The] [added: A major public health crisis, like the] COVID-19 [removed: pandemic has disrupted, and may continue to disrupt,] [added: pandemic, could disrupt] the U.S. and global economy and industries in which we, our funds and our funds’ portfolio companies operate and [removed: could potentially] negatively impact us, our funds or our funds’ portfolio companies.

[removed: The] [added: Additionally, while restrictions have generally been lifted globally, and the World Health Organization has declared the end of the] COVID-19 [added: global health emergency, the COVID-19] pandemic [removed: has adversely impacted] [added: contributed, and any future public health crisis could contribute, to adverse impacts on] global commercial activity and supply chain operations and [removed: has contributed to] significant volatility in the equity and debt markets.

If economic and market conditions deteriorate or continue to be volatile, investors may delay making new commitments to [removed: investment] funds and/or we may be unable to raise sufficient amounts of capital to support the [removed: investment activities of future funds.]

Competition for qualified, motivated, and highly-skilled executives, professionals and other key personnel in investment management firms is significant, both in the U.S. and internationally, and we may not succeed in [removed: recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors.]

[removed: This competition has become exacerbated by the increase in employee resignations currently taking place throughout the 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.

[removed: In addition, following the Tax Cuts and Jobs Act, the] [added: The] tax treatment of carried interest has continued to be an area of focus for policymakers and government officials, which could result in a further regulatory action by federal or state governments.

[removed: There is a risk that such] [added: Such] review could result in a change to the taxation of carried interest with respect to our U.K. investment professionals.

[removed: All] [added: If any] of these [added: potential] changes [removed: may materially increase] [added: were effectuated,] the amount of taxes that our employees and other key personnel would be required to pay [added: could increase materially] and [removed: as a result may] [added: could] impact our ability to recruit, retain and motivate employees and key personnel in the relevant jurisdictions or [removed: may] [added: could] require us in certain circumstances to consider alternative or modified incentive arrangements for such employees or key personnel.

These conflicts are most likely to arise between or among our funds or between one or more funds across our Credit, Private Equity, Real [removed: Assets, Secondaries] [added: Assets] and [removed: Strategic Initiatives] [added: Secondaries] Groups, [added: and other businesses] including any SPACs and similar investment vehicles that we sponsor.

- our [removed: Private Equity Group] funds may acquire positions in a single portfolio company, for example, where the fund that made an initial investment no longer has capital available to invest;

[removed: A] [added: Further, a] direct conflict of interest could arise between the security holders if such a company were to become distressed or develop insolvency [removed: concerns;][added: concerns.]

[removed: ARCC] [added: ARCC, ASIF] and other registered closed-end management investment companies managed by us are permitted to co-invest in portfolio companies with each other and with affiliated [removed: investment] funds pursuant to an SEC order (the “Co-Investment Exemptive Order”).

- conflicts of interest may exist in the valuation of our investments [added: (which can affect fees] and [added: carried interest) and] regarding decisions about the allocation of specific investment opportunities among us and our funds and the allocation of fees and costs among us, our funds and their portfolio companies; and

If we fail to appropriately address any such conflicts, it could negatively impact our reputation and ability to raise additional funds and the willingness of counterparties to do business with us or result in potential litigation [added: or regulatory action] against [removed: us.][added: us, which may adversely impact our business.]

[removed: ARCC] [added: ARCC, ASIF] and other registered closed-end management investment companies managed by us are permitted to co-invest in portfolio companies with each other and with affiliated [removed: investment] funds pursuant to the Co-Investment Exemptive Order.

Our fund documents typically do not mandate specific [removed: allocations with respect to co-investments.]

Co-investment arrangements may be structured through one or more of our investment vehicles, and in such circumstances, co-investors will generally bear the costs and expenses thereof (which may lead to conflicts of interest regarding the allocation of costs and expenses between such co-investors and investors in our other [removed: investment] funds).

[added: There can be no assurance that any conflicts of interest will be resolved in favor of any particular funds or] investors (including any applicable co-investors) and [removed: there is a risk that] such investment fund or investor (or the SEC) may challenge our treatment of such conflict, which could impose costs on our business and expose us to potential liability.

This competitive pressure could adversely affect our ability to make successful investments [added: and limit our ability to raise future funds, either of which would adversely impact our businesses, revenues, results of operations and cash flow.]

For further information on the impact of poor fund performance, see [removed: “We] [added: “—We] may not be able to maintain our current fee structure as a result of industry pressure from fund investors to reduce fees, which could have an adverse effect on our profit margins and results of operations.”

See “—Risks Related to [removed: Regulation—We have made a significant investment] [added: Regulation—Our investments] in [removed: a subsidiary] [added: subsidiaries] that [removed: is the sponsor of a SPAC,] [added: have sponsored SPACs] and [removed: will] [added: invested in their business combination targets may expose us to increased liabilities, and we may] suffer the loss of all [added: or a portion] of our [removed: investment] [added: investments] if the SPAC does not complete a business combination by the applicable [removed: deadline.”][added: deadline or the target is unsuccessful.”]

- increases in interest rates could negatively impact the values of certain assets or investments and the ability of our funds and their portfolio companies to access the debt markets on attractive terms, which could adversely impact investment and realization opportunities;

Market uncertainty and volatility have also been magnified as a result of the upcoming 2024 U.S. presidential and congressional elections and resulting uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies.

Although the Federal Reserve left its benchmark rates steady in the fourth quarter of 2023, it has indicated that additional rate increases in the future may be necessary to mitigate inflationary pressures.

Although the U.S. inflation rate has decreased in the fourth quarter, it remains well above the historic levels over the past several decades.

In addition, any

investment activities of future funds.

The financial projections of our portfolio companies could prove inaccurate.

Our funds generally establish the capital structure of portfolio companies on the basis of financial projections prepared by the management of such portfolio companies.

These projected operating results will normally be based primarily on judgments of the management of the portfolio companies.

In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed.

General economic conditions, which are not predictable, along with other factors may cause actual performance to fall short of the financial projections that were used to establish a given portfolio company’s capital structure.

Because of the leverage that we typically employ in our investments, this could cause a substantial decrease in the value of our equity holdings in the portfolio company.

The inaccuracy of financial projections could result in actual performance differing from expectations.

There is no guarantee that the non-competition and non-solicitation agreements to which certain of our senior professionals and other key personnel are subject, together with our other arrangements with them, will prevent them from leaving, joining our competitors or otherwise competing with us.

Such agreements also expire after a certain period of time, at which point such senior personnel would be free to compete against us and solicit our clients and employees.

In addition, there is no assurance that such agreements will be enforceable in all cases, particularly as U.S. states and/or federal agencies enact legislation or adopt rules aimed at effectively prohibiting non-competition agreements.

In this respect, in January 2023, the U.S. Federal Trade Commission (“FTC”) published a proposed rule that, if finally issued, would generally prohibit post-employment non-compete clauses (or other clauses with comparable effect) in agreements between employers and their employees.

If issued, the proposed rule could adversely affect our ability to recruit and retain our professionals.

recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors.

- our funds may invest in different parts of the capital structure of a company in which one or more of our other funds invests.

For example, one or more funds may invest in a controlling or other equity interest issued by a portfolio company in which a different fund holds debt securities.

Additionally, in connection with an investment we may create multiple tranches of a capital structure and our funds may be allocated investments in these tranches on terms established by us.

The interests of our funds may not always be aligned, which may give rise to actual or potential conflicts of interest, or the appearance of conflicts of interest.

Actions taken for one or more of our funds may be adverse to us or other of our funds;

- our affiliates or portfolio companies may be service providers or counterparties to our funds or portfolio companies and receive fees or other compensation for services that are not shared with our fund investors.

In such instances, we

may be incentivized to cause our funds or portfolio companies to purchase such services from our affiliates or portfolio companies rather than an unaffiliated service provider despite the fact that a third-party service provider could potentially provide higher quality services or offer them at a lower cost;

allocations with respect to co-investments.

We may also decide to provide a co-investment opportunity to certain investors in lieu of allocating more of that investment to our funds, which may adversely impact our fundraising activity.

The investment advisory and management agreement we have with ARCC categorizes the

A major public health crisis could impact the U.S. and global economy.

Disruptions to commercial activity (such as the imposition of quarantines or travel restrictions) or, more generally, a failure to contain or effectively manage a public health crisis, has, and may in the future, adversely impact our and our funds’ business and operations, as well as the business and

operations of our funds’ portfolio companies.

For example, such disruptions have adversely affected, and in the future could again, impair our ability to raise funds or deter fund investors from investing in new or successor funds that we are marketing particularly in certain industries in which certain of our funds’ portfolio companies operate, including energy, hospitality, travel, retail and restaurant industries.

Such volatility could increase credit and liquidity risk and hamper our and our funds’ ability to deploy capital, all of which could negatively impact our and our funds’ performance, as well as the business and operations of our funds’ portfolio companies.

These laws may not always be consistent with each other.

A common stock less attractive to acquisition targets.

Regulators are also increasing scrutiny and considering regulation of the use of artificial intelligence technologies.

We cannot predict what, if any, actions may be taken, but such regulation could have a material adverse effect on our business and results of operations.

In particular, the SEC has signaled an increased emphasis on investment adviser and private fund regulation and has enacted rules that will meaningfully affect investment advisers and their management of private funds.

- we are subject to risks related to COVID-19, which have affected and may continue to affect various aspects of our and our funds’ businesses;

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Many countries, including the U.S., and states and

municipalities in which we, our funds and our funds’ portfolio companies operate, issued (and may re-issue) orders requiring the closure of, or certain restrictions on the operation of, certain businesses.

Preventative measures taken to contain or mitigate the spread of COVID-19 and its variants have caused, and may continue to cause, business shutdowns or the re-introduction of business shutdowns, significant fluctuations in demand for certain goods and services, supply chain disruptions and overall economic and financial market instability both globally and in the 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.

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.

As a result, even after the COVID-19 pandemic subsides, as a result of its effects the U.S. economy and other major markets may experience economic volatility and/or downturns, which could materially and adversely affect our and our funds’ business and operations, as well as the business and operations of our funds’ portfolio companies.

Significant volatility and declines in valuations in the global markets as well as liquidity concerns due to the COVID-19 pandemic and its effects may impair our ability to raise funds or deter fund investors from investing in new or successor funds that we are marketing.

Additionally, our funds’ portfolio companies have faced, or may face in the 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 funding, which could impact the ability of our funds’ portfolio companies to meet their respective financial obligations and continue as going concerns.

Our funds may experience a slowdown in the pace of their investment activity and capital deployment, which could also adversely affect the timing of raising capital for new or successor funds and could also impact the management fees we earn on funds that generate fees based on invested (and not committed) capital.

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.

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 financing.

If the impact of the COVID-19 pandemic and current market conditions continue, we and our funds may have fewer opportunities to successfully exit investments, due to, among other reasons, lower valuations, decreased revenues and earnings, lack of potential buyers with financial resources or access to financing to pursue an acquisition, lack of refinancing markets, resulting in a reduced ability to realize value from such investments at attractive valuations or at all, and thereby negatively impacting our realized income.

The COVID-19 pandemic necessitated an extended period of remote working by our employees.

Although we have largely resumed in-office operations, ongoing usage of remote working 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 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 information systems and technology.

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.

Furthermore, under the Public Law No. 115-97 (the “Tax Cuts and Jobs 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.

The longer holding period requirement may result in some or all of our carried interest being treated as ordinary income, which would materially increase the amount of taxes that our employees and other key personnel would be required to pay.

In January 2021, the 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.

Additionally, the COVID-19 pandemic may increase these risks as international authorities consider methods to increase tax revenues due to increasing fiscal deficits.

In addition, there have been recent laws and regulations that regulate the compensation of certain of our employees.

- we may cause different funds that we advise to purchase different classes of securities in the same portfolio company.

For example, Private Equity Group funds may acquire positions in companies in which our Credit Group funds own debt securities.

There can be no assurance that any conflicts of interest will be resolved in favor of any particular investment funds or

and limit our ability to raise future funds, either of which would adversely impact our businesses, revenues, results of operations and cash flow.

In such cases, the contractual payments to

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.

A section of the Dodd-Frank Act known as the Volcker Rule generally prohibits insured banks or thrifts, any bank holding company or savings and loan holding company, any foreign bank with a U.S. branch, agency or commercial lending company and any subsidiaries and affiliates of such entities, regardless of geographic location, from investing in or sponsoring “covered funds,” which include private equity funds or hedge funds and certain other proprietary activities.

In October 2020, revisions to the Volcker Rule became effective providing an exemption for activities of qualifying foreign excluded funds, revising the exclusions from the definition of a “covered fund,” creating new exclusions from the definition of a covered fund and modifying the definition of an ownership interest.

Although we do not currently anticipate that these changes to the Volcker Rule will adversely affect our fundraising to any significant extent, there could be adverse implications on our ability to raise funds from the types of entities mentioned above if these regulations become stricter.

or indirectly linked to such contracts as well as economically equivalent swaps.

In January 2019, rules enacted by the Board of Governors of the Federal Reserve System, FDIC and the OCC came into effect and placed limitations on the exercise of certain specified insolvency-related default and cross-default rights against a counterparty that has been designated as a global systemically important banking organization (the “Stay Regulations”).

These rules are intended to mitigate the risk of destabilizing close-outs of certain qualifying financial contracts (“QFCs”) (including but not limited to, derivatives, securities lending, and short-term funding transactions, such as repurchase agreements) entered into by U.S. global systemically important banking organizations.

The application of the Stay Regulations could adversely impact the exercise of our or our funds’ contractual rights if one or more counterparties with whom we have QFCs experiences a covered insolvency event.

suspensions of personnel or other sanctions, including revocation of the registration of our relevant subsidiaries as investment advisers or registered broker-dealers.

*This section of the Annual Report on Form 10-K discusses activity as of and for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

For discussion on activity for the year ended December 31, [removed: 2020] [added: 2021] and period-over-period analysis on results for the year ended December 31, [removed: 2021] [added: 2022] to [removed: 2020,] [added: 2021,] refer to Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our* *[Annual Report on Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001176948/000162828022004289/ares-20211231.htm)*] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/1176948/000162828023005081/ares-20221231.htm)*] *for the year ended December 31, [removed: 2021.*][added: 2022.*]

For the year ended December 31, [removed: 2022,] [added: 2023,] approximately 95% of our management fees were derived from perpetual capital vehicles and [removed: other] long-dated funds.

[removed: However, our results of operations, including the fair value of our AUM, are affected by a variety of factors, particularly in the U.S. and Western Europe, including conditions] [added: Conditions] in the global financial markets and [removed: the] economic and political [removed: environments.][added: environments may impact our business, particularly in the U.S., Western Europe and Asia.]

[removed: This environment, and the related] [added: The current] market [removed: trends, have] [added: environment has] had a more pronounced negative impact on certain industries, including [removed: energy and retail,] [added: energy,] which [removed: are industries] [added: is an industry] in which [removed: some] [added: few] of our funds have made investments.

As of December 31, [removed: 2022, approximately 2%] [added: 2023, 1%] of our total AUM was invested in [added: debt and equity investments in] the energy sector [removed: (including] [added: (of which less than 1% of our total AUM was invested in midstream investments and also includes] oil and gas [removed: exploration] [added: exploration)] and [removed: approximately] [added: less than] 1% of [added: our] total AUM [added: was invested in renewable energy investments.]

[removed: Continued asset selectivity and] [added: Asset selectivity, deliberate] portfolio [removed: diversification,] [added: construction, a flexible investment mandate] and a differentiated view to drive value [removed: creation,] [added: creation through earnings growth] will be instrumental in delivering attractive returns to investors.

The commercial real estate markets [removed: also] continued to be impacted by the macroeconomic environment [removed: in the fourth quarter.][added: throughout 2023.]

[removed: Pan-European] [added: European] and U.S. real estate deal activity [removed: was] [added: remained] subdued with limited transactional liquidity.

However, we believe [removed: some] [added: certain] of these market trends will be offset by continued strong fundamentals, such as occupancy and rental rates, in [removed: certain] property [removed: types, including] [added: types that include] multifamily and industrial.

We believe our portfolios across all strategies are well positioned for a [removed: rising] [added: fluctuating] interest rate environment.

On a market value basis, approximately [removed: 88%] [added: 85%] of our debt assets and 57% of our total assets were floating rate instruments as of December 31, [removed: 2022.][added: 2023.]

In [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] we raised [removed: $56.8] [added: $74.5] billion of gross [removed: AUM, both in] [added: new capital across our] commingled [removed: funds] [added: funds, SMAs] and [removed: SMAs,] [added: other vehicles,] and continued to expand our investor base, raising capital from over [removed: 135] [added: 125] different investment vehicles and [removed: 353] [added: over 625] institutional investors, including [removed: 110 direct institutional investors that were new to Ares.]

Our fundraising efforts helped drive AUM growth of [removed: approximately 15%] [added: 19%] for [removed: 2022.][added: 2023.]

During [removed: 2023,] [added: 2024,] 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: APAC.]

As of December 31, 2022, AUM [removed: not yet paying fees includes] [added: Not Yet Paying Fees included] $41.8 billion of AUM available for future deployment [removed: which] [added: that] could generate approximately $410.9 million in potential incremental annual management fees.

Our [removed: pipeline of] potential [removed: fees,] [added: future deployment,] coupled with our future fundraising [removed: opportunities,] [added: prospects,] gives us the [removed: potential] [added: opportunity] to increase our management fees in [removed: 2023.][added: 2024.]

We continually seek to create avenues to meet our investors’ evolving needs by offering an expansive range of [removed: investment] funds, developing new products and creating managed accounts and other investment vehicles tailored to our investors’ goals.

- *Our disciplined investment approach and successful deployment of capital.* Our ability to maintain and grow our revenue base is dependent upon our ability to successfully deploy the capital that our investors have committed to our [removed: investment] funds.

During the year ended December 31, [removed: 2022,] [added: 2023,] we deployed [removed: $79.8] [added: $68.1] billion of gross capital across our investment groups compared to [removed: $79.7] [added: $79.8] billion deployed in [removed: 2021.][added: 2022.]

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $84.6] [added: $111.4] billion of capital available for investment compared to [removed: $90.4] [added: $84.6] billion as of December 31, [removed: 2021.][added: 2022.]

| | | | | | | Credit Group | | | | | | Private Equity Group | | | | | | Real Assets Group | | | | | | Secondaries Group | | | | | | [removed: Strategic Initiatives] [added: Other Businesses] | | | | | | Total AUM | | |

| Balance at 12/31/2021 | | | | | | $ | [removed: 192,710] [added: 201,405] | | | | | $ | 33,404 | | | | | $ | 45,919 | | | | | $ | 22,119 | | | | | $ | [removed: 11,623] [added: 2,928] | | | | | $ | 305,775 | |

| Net new par/equity commitments | | | | | | [removed: 18,397] [added: 18,149] | | | | | | 2,202 | | | | | | 10,638 | | | | | | 2,510 | | | | | | [removed: 4,600] [added: 4,848] | | | | | | 38,347 | | |

| Net new debt commitments | | | | | | [removed: 12,988] [added: 14,462] | | | | | | — | | | | | | 3,253 | | | | | | — | | | | | | [removed: 1,474] [added: —] | | | | | | 17,715 | | |

| Capital reductions | | | | | | [removed: (1,275)] [added: (1,280)] | | | | | | (208) | | | | | | (516) | | | | | | — | | | | | | [removed: (5)] [added: —] | | | | | | (2,004) | | |

| Distributions | | | | | | [removed: (5,375)] [added: (6,057)] | | | | | | (1,333) | | | | | | (3,183) | | | | | | (2,787) | | | | | | [removed: (2,470)] [added: (1,788)] | | | | | | (15,148) | | |

| Change in fund value | | | | | | [removed: (834)] [added: (660)] | | | | | | 684 | | | | | | 2,717 | | | | | | (80) | | | | | | [removed: (192)] [added: (366)] | | | | | | 2,295 | | |

| Balance at 12/31/2022 | | | | | | $ | [removed: 214,196] [added: 225,579] | | | | | $ | 34,749 | | | | | $ | 66,061 | | | | | $ | 21,961 | | | | | $ | [removed: 15,030] [added: 3,647] | | | | | $ | 351,997 | |

| Net new par/equity commitments | | | | | | [removed: 29,961 | | | | | | 6,430] [added: —] | | | | | | [removed: 7,943] [added: 2,202] | | | | | | [removed: 2,331] [added: —] | | | | | | [removed: 2,143] [added: —] | | | | | | [removed: 48,808] [added: 2,202] | | |

| Capital reductions | | | | | | [removed: (2,715) | | | | | |] (9) | | | | | | [removed: (311)] [added: —] | | | | | | — | | | | | | [removed: (29)] [added: —] | | | | | | [removed: (3,064)] [added: (9)] | | |

The components of our AUM are presented below [removed: as of] ($ in billions):

[removed: ][added: ]

| | | | AUM: [removed: $352.0] [added: $418.8] | | | | | | AUM: [removed: $305.8] [added: $352.0] | | | | | |

| | | | [removed: FPAUM] | | | [removed: | | | Non-fee paying(1)] [added: FPAUM] | | | | | | AUM not yet paying fees | | | [added: | | | Non-fee paying(1) | | |]

(1) Includes [removed: $14.4] [added: $15.1] billion and [removed: $11.8] [added: $14.4] billion of AUM of funds from which we indirectly earn management fees as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively and includes [added: $4.3 billion and] $3.4 billion of non-fee paying AUM based on our general partner commitment as of December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022, respectively.]

| | | | | | | Credit Group | | | | | | Private Equity Group | | | | | | Real Assets Group | | | | | | Secondaries Group | | | | | | [removed: Strategic Initiatives] [added: Other Businesses] | | | | | | Total | | |

| Balance at 12/31/2021 | | | | | | $ | [removed: 117,390] [added: 122,110] | | | | | $ | 16,689 | | | | | $ | 28,615 | | | | | $ | 18,364 | | | | | $ | [removed: 6,787] [added: 2,067] | | | | | $ | 187,845 | |

However, our results from operations, including the fair value of our AUM, are affected by a

variety of factors.

The following table presents returns of selected market indices:

| Type of Index | | | | | | Name of Index | | | | | | Region | | | | | | | | | | | | Year ended December 31, 2023 | | | | | | Year ended December 31, 2022 | | |

| High yield bonds | | | | | | ICE BAML High Yield Master II Index | | | | | | U.S. | | | | | | | | | | | | 13.5 | | | | | | (11.2) | | |

| High yield bonds | | | | | | ICE BAML European Currency High Yield Index | | | | | | Europe | | | | | | | | | | | | 12.2 | | | | | | (11.5) | | |

| Leveraged loans | | | | | | Credit Suisse Leveraged Loan Index (“CSLLI”) | | | | | | U.S. | | | | | | | | | | | | 13.0 | | | | | | (1.1) | | |

| Leveraged loans | | | | | | Credit Suisse Western European Leveraged Loan Index | | | | | | Europe | | | | | | | | | | | | 12.5 | | | | | | (3.3) | | |

| Equities | | | | | | S&P 500 Index | | | | | | U.S. | | | | | | | | | | | | 26.3 | | | | | | (18.1) | | |

| Equities | | | | | | MSCI All Country World Ex-U.S. Index | | | | | | Non-U.S. | | | | | | | | | | | | 15.6 | | | | | | (16.0) | | |

| Real estate equities | | | | | | FTSE NAREIT All Equity REITs Index | | | | | | U.S. | | | | | | | | | | | | 11.4 | | | | | | (24.9) | | |

| Real estate equities | | | | | | FTSE EPRA/NAREIT Developed Europe Index | | | | | | Europe | | | | | | | | | | | | 17.4 | | | | | | (36.5) | | |

During 2023, global markets endured heightened volatility but finished the year positively with improving investor sentiment amid the possibility of monetary easing in 2024.

Despite the macroeconomic headwinds and escalated conflicts in the Middle East and Ukraine, U.S. and European high yield bonds and leveraged loans returned positive performance.

The Asian markets experienced mixed performance as the region overall continued to show growth primarily driven by resilient demand in Southeast Asia and India.

India, in particular, demonstrated healthy economic growth driven by its manufacturing and services sectors.

On the other hand, China’s weaker than expected economic recovery led Chinese policymakers to continue taking measures to support economic growth.

Overall, reduced lending activity by banks and limited capital accessibility continued to fuel private credit growth.

Global equity markets similarly rallied during the fourth quarter to finish the year on a positive note.

While the public markets ended the year positively, the private markets continued to experience challenges with downward pressure on valuations and muted the opportunities for realizations.

The private equity markets also experienced a prolonged slowdown in deal activity, and we believe potential liquidity constraints from investors have increased the need for flexible capital solutions.

In addition, businesses have struggled to navigate this challenging growth and inflationary environment, which we believe has heightened the need for partnerships with value-add managers.

This environment underscores the importance of investing in resilient industries with long-term secular tailwinds where we have expertise.

Our focus continues to be on investment opportunities in the healthcare and services sectors, with limited exposure to energy, and we continue to invest opportunistically in consumer and industrials.

Given the higher interest rate environment, property valuations remain soft, with capitalization rate yields widening further over the year.

approximately 300 direct institutional investors that were new to Ares.

| Acquisitions | | | | | | — | | | | | | 3,697 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,697 | | |

| Net new par/equity commitments | | | | | | 40,393 | | | | | | 1,621 | | | | | | 6,076 | | | | | | 3,648 | | | | | | 7,008 | | | | | | 58,746 | | |

| Distributions | | | | | | (7,185) | | | | | | (2,309) | | | | | | (4,796) | | | | | | (1,116) | | | | | | (423) | | | | | | (15,829) | | |

| Redemptions | | | | | | (3,345) | | | | | | — | | | | | | (1,759) | | | | | | (1) | | | | | | (1,046) | | | | | | (6,151) | | |

| Net allocations among investment strategies | | | | | | 4,258 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | (4,263) | | | | | | — | | |

| Change in fund value | | | | | | 14,057 | | | | | | 1,356 | | | | | | (415) | | | | | | 263 | | | | | | (151) | | | | | | 15,110 | | |

| Balance at 12/31/2023 | | | | | | $ | 284,796 | | | | | $ | 39,105 | | | | | $ | 65,413 | | | | | $ | 24,760 | | | | | $ | 4,772 | | | | | $ | 418,846 | |

| | | | | | | Credit Group | | | | | | Private Equity Group | | | | | | Real Assets Group | | | | | | Secondaries Group | | | | | | Other Businesses | | | | | | Total AUM | | |

| Net allocations among investment strategies | | | | | | 1,975 | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,975) | | | | | | — | | |

| Balance at 12/31/2022 | | | | | | $ | 225,579 | | | | | $ | 34,749 | | | | | $ | 66,061 | | | | | $ | 21,961 | | | | | $ | 3,647 | | | | | $ | 351,997 | |

| Acquisitions | | | | | | — | | | | | | 1,692 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,692 | | |

| Commitments | | | | | | 8,333 | | | | | | — | | | | | | 3,674 | | | | | | 1,645 | | | | | | 6,181 | | | | | | 19,833 | | |

| Deployment/subscriptions/increase in leverage | | | | | | 23,701 | | | | | | 2,752 | | | | | | 2,968 | | | | | | 473 | | | | | | 150 | | | | | | 30,044 | | |

| Distributions | | | | | | (7,927) | | | | | | (1,232) | | | | | | (3,862) | | | | | | (613) | | | | | | (415) | | | | | | (14,049) | | |

Global markets remained volatile throughout 2022 with tightening monetary policies, geopolitical uncertainty and other macroeconomic factors contributing to broad-based declines.

Specifically, the ICE BAML High Yield Master II Index, a high yield bond index, declined 11.2% in 2022 as compared to a 5.4% increase for the prior year.

Meanwhile, the Credit Suisse Leveraged Loan Index (“CSLLI”), a leveraged loan index, declined 1.1% in 2022 as compared to a 5.4% increase for the prior year.

In Europe, high yield bonds and leveraged loans performed similarly to their U.S. counterparts.

The ICE BAML European Currency High Yield Index declined 11.5% in 2022 as compared to a 3.3% increase for the prior year, while the Credit Suisse Western European Leveraged Loan Index declined 3.3% in 2022 as compared to a 4.6% increase for the prior year.

The global equity markets also broadly declined due to these factors, among others.

The S&P 500 Index declined 18.1% for 2022 compared to a 26.9% increase for the prior year, while the MSCI All Country World Index ex USA declined 16.0% for 2022 compared to a 13.2% increase for the prior year.

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.

Continued volatility could result in lower returns than we anticipated at the time certain of our investments were made.

[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)

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.

Given the global rise in interest rates by central banks, property valuations adjusted downwards, with capitalization rate compressions waning and yields widening.

The FTSE EPRA/NAREIT Developed Europe and the FTSE NAREIT All Equity REITs indices returned negative 36.5% and negative 24.9%, for 2022 compared to a positive return of 15.0% and 37.3%, respectively, for the prior year.

Recent Transactions

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.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at 12/31/2020 | | | | | | $ | 145,472 | | | | | $ | 23,954 | | | | | $ | 18,293 | | | | | $ | — | | | | | $ | 9,261 | | | | | $ | 196,980 | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | 13,719 | | | | | | 19,513 | | | | | | — | | | | | | 33,232 | | |

| Net new debt commitments | | | | | | 22,149 | | | | | | 200 | | | | | | 4,671 | | | | | | — | | | | | | 29 | | | | | | 27,049 | | |

| Distributions | | | | | | (3,999) | | | | | | (4,283) | | | | | | (2,907) | | | | | | (2,306) | | | | | | (235) | | | | | | (13,730) | | |

| Redemptions | | | | | | (2,465) | | | | | | — | | | | | | (70) | | | | | | — | | | | | | — | | | | | | (2,535) | | |

| Change in fund value | | | | | | 4,307 | | | | | | 7,112 | | | | | | 4,581 | | | | | | 2,581 | | | | | | 454 | | | | | | 19,035 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at 12/31/2020 | | | | | | $ | 88,017 | | | | | $ | 17,493 | | | | | $ | 13,931 | | | | | $ | — | | | | | $ | 6,596 | | | | | $ | 126,037 | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | 7,155 | | | | | | 16,839 | | | | | | — | | | | | | 23,994 | | |

| Commitments(1) | | | | | | 10,497 | | | | | | 1,579 | | | | | | 5,144 | | | | | | 1,352 | | | | | | (130) | | | | | | 18,442 | | |

| Deployment/subscriptions/increase in leverage | | | | | | 27,496 | | | | | | 2,405 | | | | | | 3,269 | | | | | | 116 | | | | | | 1,677 | | | | | | 34,963 | | |

| Capital reductions | | | | | | (1,647) | | | | | | — | | | | | | (162) | | | | | | — | | | | | | (380) | | | | | | (2,189) | | |

| Distributions | | | | | | (5,630) | | | | | | (1,979) | | | | | | (1,785) | | | | | | (264) | | | | | | (1,151) | | | | | | (10,809) | | |

Our primary exposure to market risk is related to our role as general partner or investment adviser to our [removed: investment] funds and the sensitivity to movements in the fair value of their investments, including the effect on management fees, carried interest, incentive fees and investment income.

[removed: *Effect] [added: Effect] on Management [removed: Fees*][added: Fees]

Management fees are generally based on a defined percentage of fair value of assets, [removed: total] [added: capital] commitments, invested capital, [removed: net asset value,] [added: NAV,] net investment income, total assets or par value of the investment portfolios we manage.

The overall impact of a short-term change in market value may be mitigated by a number of factors including, but not limited to, fee definitions that are not based on market value including invested capital and [removed: committed capital,] [added: capital commitments,] market value definitions that exclude the impact of realized and/or unrealized gains and losses, market value definitions based on beginning of the period values or a form of average market value including daily, monthly or quarterly averages as well monthly or quarterly payment terms.

For the year ended December 31, [removed: 2022, the fund] [added: 2023,] management fees [removed: that were recognized] from [removed: open-ended] funds [added: that are impacted by changes] in [added: market value and have underlying investments held in] liquid [removed: credit] strategies [removed: with fees subject to change based upon fluctuations in market values] were approximately 3%.

As such, a hypothetical 10% decrease in fair value of our managed funds’ investments as of December 31, [removed: 2022] [added: 2023] would not have a material impact on our management fees.

[removed: *Effect] [added: Effect] on Carried Interest and Incentive [removed: Fees*][added: Fees]

See “Note [removed: 9.][added: 8.]

[removed: *Effect] [added: Effect] on Investment [removed: Income*][added: Income]

An investment gain (loss) is realized when [removed: we redeem] all or a portion of our investment [removed: or when we receive cash income, such as interest or dividends.][added: is returned to us.]

A hypothetical incremental 10% decrease in the fair value of our investments as of December 31, [removed: 2022] [added: 2023] would result in declines in principal investment income and unrealized gains on investments of [removed: $91.4] [added: $124.5] million and [removed: $42.6] [added: $79.1] million, respectively.

We estimate that as of December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] and would be largely offset by the currency conversions of the expenses denominated in foreign currencies.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $700.0] [added: $895.0] million borrowings outstanding under the Credit Facility.

For a further discussion of our Credit Facility, see “Note 6.

Debt,” within our consolidated financial statements included in this Annual Report on Form 10-K.

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The Credit Facility has a variable interest rate based on SOFR or a base rate plus an applicable 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 the Company’s underlying credit agency rating.

As of December 31, 2022, base rate loans bear interest calculated based on the base rate and the SOFR loans bear interest calculated based on SOFR plus 1.00%.

The unused commitment fee is 0.10% per annum.

There is a base rate and SOFR floor of zero.

Ares is a leading global alternative investment manager with [removed: $352.0] [added: $418.8] billion of assets under management and over [removed: 2,550] [added: 2,850] employees in over [removed: 30] [added: 35] 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: 1,900] [added: 2,300] direct institutional relationships and a significant retail investor base across our [removed: public and] [added: publicly-traded funds,] sub-advised [removed: funds.][added: accounts and non-traded vehicles.]

Ares believes each of its distinct but complementary investment groups in Credit, Private Equity, Real [removed: Assets, Secondaries] [added: Assets] and [removed: Strategic Initiatives] [added: Secondaries] is a market leader based on assets under management and investment performance.

Our AUM has grown to [removed: $352.0] [added: $418.8] billion as of December 31, [removed: 2022] [added: 2023] from [removed: $60.0] [added: $74.0] billion a decade earlier.

As shown in the chart below, over the past five and 10 years, our assets under management have achieved a compound annual growth rate (“CAGR”) of [removed: 27%] [added: 26%] and 19%, respectively ($ in billions):

[removed: ][added: ]

We also leverage [removed: our operations management group] [added: the OMG] to help drive the efficiencies across the platforms and support our investment process.

We have established deep and sophisticated independent research capabilities in over 55 industries and insights from active investments in over [removed: 1,750] [added: 1,800] companies, over [removed: 1,100] [added: 1,400] alternative credit investments, over [removed: 510 properties] [added: 505 properties, over 65 infrastructure assets] and over [removed: 875] [added: 900] limited partnership interests.

We utilize our collective market and company knowledge, proprietary internal industry and company research, [removed: third party] [added: third-party] information and financial modeling to drive fundamental credit analysis and investment selection.

In addition, our investment vehicles have investment policies and procedures that generally contain requirements and limitations, such as concentrations of securities, industries, and geographies in which such investment [removed: vehicle] [added: vehicles] will invest, as well as other limitations required by law.

[removed: - Credit:] [added: *•*Credit:] Our experienced team takes a value-oriented approach which, among other factors, considers industry and market analysis, technical analysis, fundamental credit analysis and in-house research to identify investments that offer attractive value in comparison to the perceived credit risk profile.

[removed: We seek to be a private equity partner of choice and believe our partnership] mentality well-positions our investments for long-term success, whereby management teams gain access to our expertise and extensive internal and external networks from diligence to exit.

Our real estate activities are managed by dedicated equity and debt teams in the U.S. and Europe, along with our [removed: vertically integrated] [added: vertically-integrated] operating platform.

Our real estate equity [removed: team focuses on core/core-plus, value-add] and [removed: opportunistic investing, while our real estate] debt [removed: team focuses on directly originated commercial mortgage loans] [added: teams have the flexibility to invest] across the [removed: risk spectrum.][added: risk-return spectrum through core/core-plus, value-add and opportunistic investment strategies.]

The infrastructure strategy focuses on debt and equity in essential infrastructure assets and companies with stable cash flow profiles through long-term contracts and [removed: high-barriers] [added: 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, [removed: high quality] [added: high-quality] investments in private infrastructure assets across the globe.

[removed: The] [added: Our] infrastructure debt strategy targets global assets and businesses with defensive characteristics across the digital, transport, energy and utility sectors.

Leveraging the established [removed: long standing] [added: long-standing] relationships, the strategy seeks to generate exclusive deal flow and high-quality investment opportunities.

[added: - Secondaries:] Our [removed: Secondaries] team invests in secondary markets across a range of alternative asset class strategies, including private equity, real [removed: estate] [added: estate, infrastructure] and [removed: infrastructure.][added: credit.]

[removed: The] [added: Our] secondary funds acquire interests across a range of partnership vehicles, including funds, multi-asset portfolios and single asset joint ventures.

[removed: In the real estate secondaries strategy, the] [added: Our] team seeks broad diversification by property sector and geography and to drive investment results through underwriting, transaction structuring and portfolio construction.

[removed: In the infrastructure secondaries strategy, the] [added: Our] team focuses on achieving diversification through building a portfolio that provides inflation protection and exposure to uncorrelated assets.

[removed: Ares SSG] [added: APAC credit] makes credit and special situations investments through its local originating presence across Asia-Pacific [added: (“APAC”)] on behalf of its institutional client base.

[removed: Strategic Initiatives also includes Ares] [added: Ares] Insurance [removed: Solutions (“AIS”), our dedicated] [added: Solutions: AIS is Ares’ dedicated,] in-house team that provides solutions to insurance clients including asset management, capital solutions and corporate [removed: development, and Ares Acquisition Corporation (NYSE: AAC) (“AAC”), our first sponsored SPAC.][added: development.]

We also recognize the importance of considering environmental, social and governance (“ESG”) factors in our investment process and have adopted [removed: an ESG policy] [added: a Responsible Investment Program] for the conduct of our business.

In addition, as part of our growth strategy, we may from time to time engage in discussions with counterparties with respect to various potential strategic transactions, including [removed: potential] investments in, and acquisitions of, other companies or assets.

[removed: In connection with evaluating potential strategic transactions and assets, we] [added: We] may incur significant expenses for the [removed: evaluation and] [added: evaluation,] due diligence investigation and negotiation of [removed: any] potential [removed: transaction.][added: strategic transactions.]

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: 2,550] [added: 2,850] employees.

The management of our operating businesses is currently overseen by our Executive Management Committee which meets frequently to discuss strategy and operational matters, and includes as representatives [added: our] Holdco Members and other senior leadership from our investment groups and business operations team.

[removed: Each of our investment] groups is led by its own deep leadership team of highly accomplished investment professionals, who average approximately 25 years of investment experience in managing, advising, underwriting and restructuring companies.

Talent Management: As of December 31, [removed: 2022,] [added: 2023,] we had over [removed: 2,550] [added: 2,850] full-time employees, comprised of approximately [removed: 900] [added: 1,000] professionals in our investment groups and over [removed: 1,650] [added: 1,850] operations management professionals, located in over [removed: 30] [added: 35] offices in more than 15 countries.

While our culture is the foundation of our work environment, our equal opportunity employment, diversity, [added: anti-harassment] and [removed: anti-harassment/anti-discrimination] [added: anti-discrimination] policies reinforce a professional atmosphere.

- Internship Training Program: Ares offers a formal [removed: analyst] internship program for students between their [removed: sophomore] [added: junior] and senior years of college with the possibility of [added: conversion to a] full-time [removed: hire into] [added: position in] our analyst program upon [removed: graduation for those who intern between their junior and senior years.][added: graduation.]

- [removed: Internal] [added: Internal] Training and Development Programs: We continue to foster an environment that cultivates company and employee growth through educational programs focused on professional development, mandated training and other [added: learning opportunities that are offered in person or online.]

Our formal, firm-wide annual review process includes a self-assessment, a 360-degree feedback [removed: component and/or] [added: component, calibration and] round table discussions, and [removed: management appraisals.][added: year-end evaluations provided by managers to employees.]

- Retention, Rewards and Recognition: We provide competitive compensation and benefits [removed: to] [added: to:] (i) attract and retain [removed: talent,] [added: talent;] (ii) align the incentives of our employees with our investors and [removed: stakeholders] [added: stakeholders;] and (iii) support our employees across many aspects of their lives.

Environmental, Social and Governance: We believe that ESG is [removed: an] integral [removed: part of what will drive] [added: to driving] long-term success for our [removed: investments, clients, shareholders, employees and other stakeholders.][added: business.]

We pursue [removed: an ESG] [added: a] strategy that is designed to address [removed: the most material] [added: ESG] issues [added: most relevant] to our business, starting with [removed: our] [added: a] corporate sustainability program [removed: that focuses] [added: focused] on [removed: how we lead by example through] our [removed: own] corporate operations and then scaling through a responsible investment program that focuses on [removed: how we amplify] our [removed: 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 [removed: Responsibility,] [added: Responsibility;] (ii) Defining [removed: Implementation] [added: Implementation;] and (iii) Driving Implementation.

The Oversight Responsibility tier [added: is led by our Global Head of ESG and] consists of our most-senior managers and decision-making bodies, including our Executive Management Committee and board of [removed: directors, to whom our Global Head of ESG periodically presents.][added: directors.]

Credit now includes the APAC credit platform.

In connection with a merger agreement, we rebranded Ares SSG Capital Holdings Limited and its operating subsidiaries (“SSG” and subsequently rebranded as “Ares SSG”) as Ares Asia and the Ares SSG credit business as Asia credit, which was subsequently rebranded as APAC credit.

We seek to be a private equity partner of choice and believe our partnership

In addition, we completed the acquisition of the investment management business and related operating entities collectively doing business as Crescent Point Capital on October 2, 2023 (the “Crescent Point Acquisition”), a leading Asia-focused private equity firm.

The acquired business is presented within the Private Equity Group as APAC private equity.

*•*Our other businesses include: (i) Ares Insurance Solutions (“AIS”); and (ii) activities from our company sponsored special purpose vehicles that are formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination.

Each of our investment

We focus on Driving Implementation through all levels of investment professionals and management to promote the integration and scalability of our approach.

- Where appropriate, we aim to engage with industry organizations to help shape emerging areas of ESG practice.

For example, Ares is the Chair of the UN Principles for Responsible Investing (“UNPRI”) Private Debt Advisory Committee, which aims to define and promote best practices for ESG integration within the direct lending market.

In addition, we engage with the ESG Data Convergence Initiative, Partnership for Carbon Accounting Financials and Initiative Climat International to improve consistency and transparency in our ESG and climate disclosures.

- As part of our efforts to manage the risks and opportunities associated with the energy transition, we seek to engage our portfolio companies on greenhouse gas emissions measurement and support them in their emissions reduction strategies.

We are committed to measuring and reporting on our greenhouse gas emissions.

We aim to minimize our own corporate footprint through initiatives to reduce operational emissions and by addressing residual, harder-to-abate emissions with tools such as renewable energy certificates and the purchase of carbon credits we believe to be high-quality.

to certain ESG and DEI-related targets.

Due to the achievement of the ESG-related targets in 2023, our base rate and unused commitment fee on our Credit Facility have been reduced from July 2023 through June 2024.

We are committed to providing flexibility to our employees, and in 2023, we continued to offer business group flexibility frameworks as well as our summer “Work From Anywhere” program, which allows people to work virtually for up to a maximum of three weeks.

Philanthropy: We strive to be a force for good and to be a leader in our approach to giving and engagement.

Our core values are to be collaborative, responsible, entrepreneurial, self-aware and trustworthy.

These core values motivate us to seek innovative yet practical solutions to some of society’s most pressing concerns.

Empathy and compassion guide our approach to “doing good” such that our charitable efforts aim to help improve people’s quality of life.

Philanthropy at Ares includes:

- Ares Charitable Foundation (the “Ares Foundation”): A 501(c)(3) qualifying organization sponsored by the firm, the Ares Foundation envisions a world in which people benefit from equitable access to knowledge, resources and opportunities so that they can achieve their full potential.

We fund and work alongside high-quality nonprofit organizations to devise inspired solutions to critical societal issues.

Our employee-directed grants support initiatives that, for example, help low-income women in Singapore transition out of poverty, examine barriers to young people’s workforce entry in the U.K. and catalyze intergenerational entrepreneurship in the U.S. Our signature initiatives seek to address pervasive challenges through large-scale funding commitments that reflect our desire to improve the lives of current and future generations.

Ares is committed to donating a portion of our annualized carried interest allocations and incentive fees from certain funds to the Ares Foundation, which helps further align the firms’ investment and charitable activities.

Moreover, the Ares Foundation benefits from the generosity of Ares employees who are able to donate cash, equity or a portion of the realized proceeds from carried interest in certain funds.

AIM engages employees in grassroots volunteerism, encourages their service with nonprofit boards and other pro bono opportunities, and amplifies their personal donations with charitable matches.

Furthermore, employees who volunteer as AIM Champions enjoy opportunities to organize and lead volunteer activities in the U.S., Europe and Asia-Pacific to benefit the communities in which they live and work.

Our annual Summer of Service engages Ares employees around the world in both service-and skills-based “give back” opportunities.

In addition, our nonprofit board training and placement program provides a way for team members to make a difference in their communities beyond firm-sponsored volunteer activities.

AIM also helps bring our team members into thoughtful dialogue with nonprofit leaders through virtual fireside chat events so that employees can learn more about their organizations, understand the purpose and significance of their work, and glean valuable insights to apply professionally and personally.

Furthermore, we leverage AIM to sponsor and match team members’ support of charitable causes like crisis relief, social justice, mental health and DEI.

In addition, we offer matching funds to augment team members’ sponsorship of nonprofits’ mission-driven events.

The firm also sponsors these kinds of events through our business lines, and offers opportunities for employees to participate in these funded activities.

2023 Highlights

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| | | | | | | Liquid Credit | | | | | | APAC Credit | | | | | | Other | | | | | | | | | | | | | | | | | | | | | | | | | | |

[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)

Ares completed the acquisition of the Black Creek Group on July 1, 2021 (the “Black Creek Acquisition”) and the acquired business is presented within the Real Assets Group.

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”).

- Secondaries: The Secondaries Group was formed during the second quarter of 2021 in connection with the acquisition of Landmark Partners, LLC (the “Landmark Acquisition”).

The private equity secondaries strategy targets opportunities in non-competitive channels and makes investments involving durable, performing assets with attractive capital structures, as well as opportunities in traditional diversified limited partner portfolios.

- Strategic Initiatives: Our strategic initiatives team executes investment strategies that expand our reach and scale in new and existing global markets.

Strategic Initiatives includes the Ares SSG platform, which includes a majority interest in Ares SSG Capital Holdings Limited and its operating subsidiaries (“Ares SSG”).

learning opportunities.

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.

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.

development programs.

We are committed to providing flexibility to our employees, and in 2022, we piloted business group flexibility frameworks, which included shared days onsite to promote togetherness.

We also piloted a program in late summer 2022, in which we supported people working virtually for up to a maximum of three weeks.

Philanthropy: Philanthropy at Ares is comprised of the Ares Charitable Foundation, our Ares In Motion volunteerism program and our corporate giving program.

These grants are in addition to employee-directed grants that, for example, better enable low-income women to transition out of poverty, identify barriers to young people’s successful workforce entry, explore disability workforce inclusion strategies and encourage intergenerational entrepreneurship.

The Ares Foundation has awarded approximately $57.6 million since it launched in June 2021.

- We and certain of our portfolio managers have committed to donating a percentage of our carried interest allocations to charitable organizations.

In addition, we donate up to 5% of annual realized net performance income from a growing pool of over 20 funds to charitable organizations through the Ares Foundation.

We have launched initiatives to benefit our employees, including sponsoring a training and placement program for non-profit board of directors and hosting a series of community conversations between our professionals and non-profit leaders of organizations such as the American Heart Association and World Central Kitchen.

- Our corporate giving program focuses on sponsorships and support of charitable causes in our communities, including initiatives that are outside the scope of funding priorities of the Ares Foundation.

These initiatives include sponsoring the Center for Workforce Inclusion Equity Summit 2022, which examined how best to include older Americans in current workforce development programs, especially older women of color who seek to enter the labor market, in addition to supporting Ukrainian relief efforts, family mental health programming and social justice initiatives.

2022 Highlights

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| | | | | | | European Direct Lending | | | | | | Multi-Asset Credit | | | | | | High Yield | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Strategic Initiatives: $6.1 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Insurance | | | | | | APAC Direct Lending | | | | | | Asian Special Situations | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | Syndicated Loans | | | | | | Multi-Asset Credit | | | | | | High Yield | | | | | | | | | | | | | | | | | |

| | | |

As of December 31, [removed: 2022 and 2021,] [added: 2023,] we were not subject to any material pending legal proceedings.

[removed: Our businesses] [added: We and our funds and their investment advisers] are also subject to extensive regulation, [removed: which may result] [added: which, from time to time, results] in [added: requests for information from us or our funds and their investment advisers or] regulatory proceedings or investigations against us or our funds and their investment advisers, respectively.

From time to time, we, our executive officers, directors and our funds and their investment advisers, and their respective affiliates and/or any of their respective principals and employees are subject to legal proceedings in the ordinary course of business, including those arising from our management of such funds, and may, as a result, incur significant costs and expenses in connection with such legal proceedings.

Legal proceedings may increase to the extent we find it necessary to foreclose or otherwise enforce remedies with respect to loans that are in default, which borrowers may seek to resist by asserting counterclaims and defenses against us.

We may incur significant costs and expenses in connection with any such information requests, proceedings or investigations.

From time to time we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business, some of which may be material.

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

Yes [removed: ☐ No] x [added: No ☐]

The aggregate market value of the common shares held by non-affiliates of the registrant on June 30, [removed: 2022,] [added: 2023,] based on the closing price on that date of [removed: $56.86] [added: $96.35] on the New York Stock Exchange, was approximately [removed: $9,099,200,883.][added: $16,519,398,894.]

As of February [removed: 17, 2023] [added: 20, 2024] there were [removed: 176,021,868] [added: 189,877,592] 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 registrant’s Class B common stock outstanding, and [removed: 117,231,288] [added: 116,232,034] of the 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: 2023] [added: 2024] annual meeting of stockholders.

| [Item 1A. Risk [removed: Factors](#id39a50d0d5bc4fd78cbd2a2d6607a405_298)] [added: Factors](#i4604832750cd42a2b5adc545ede11247_316)] | | | | | | | | | | | | [removed: [38](#id39a50d0d5bc4fd78cbd2a2d6607a405_298)] [added: [38](#i4604832750cd42a2b5adc545ede11247_316)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#id39a50d0d5bc4fd78cbd2a2d6607a405_304)] [added: Comments](#i4604832750cd42a2b5adc545ede11247_319)] | | | | | | | | | | | | [removed: [96](#id39a50d0d5bc4fd78cbd2a2d6607a405_304)] [added: [100](#i4604832750cd42a2b5adc545ede11247_319)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#id39a50d0d5bc4fd78cbd2a2d6607a405_181)] [added: Disclosures](#i4604832750cd42a2b5adc545ede11247_199)] | | | | | | | | | | | | [removed: [96](#id39a50d0d5bc4fd78cbd2a2d6607a405_181)] [added: [101](#i4604832750cd42a2b5adc545ede11247_199)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id39a50d0d5bc4fd78cbd2a2d6607a405_316)] [added: Securities](#i4604832750cd42a2b5adc545ede11247_376)] | | | | | | | | | | | | [removed: [97](#id39a50d0d5bc4fd78cbd2a2d6607a405_316)] [added: [102](#i4604832750cd42a2b5adc545ede11247_376)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id39a50d0d5bc4fd78cbd2a2d6607a405_322)] [added: Operations](#i4604832750cd42a2b5adc545ede11247_382)] | | | | | | | | | | | | [removed: [100](#id39a50d0d5bc4fd78cbd2a2d6607a405_322)] [added: [104](#i4604832750cd42a2b5adc545ede11247_382)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#id39a50d0d5bc4fd78cbd2a2d6607a405_346)] [added: Risk](#i4604832750cd42a2b5adc545ede11247_397)] | | | | | | | | | | | | [removed: [163](#id39a50d0d5bc4fd78cbd2a2d6607a405_346)] [added: [161](#i4604832750cd42a2b5adc545ede11247_397)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#id39a50d0d5bc4fd78cbd2a2d6607a405_349)] [added: Data](#i4604832750cd42a2b5adc545ede11247_400)] | | | | | | | | | | | | [removed: [165](#id39a50d0d5bc4fd78cbd2a2d6607a405_349)] [added: [163](#i4604832750cd42a2b5adc545ede11247_400)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id39a50d0d5bc4fd78cbd2a2d6607a405_352)] [added: Disclosure](#i4604832750cd42a2b5adc545ede11247_403)] | | | | | | | | | | | | [removed: [165](#id39a50d0d5bc4fd78cbd2a2d6607a405_352)] [added: [163](#i4604832750cd42a2b5adc545ede11247_403)] | | |

| [Item 9A. Controls and [removed: Procedures](#id39a50d0d5bc4fd78cbd2a2d6607a405_355)] [added: Procedures](#i4604832750cd42a2b5adc545ede11247_406)] | | | | | | | | | | | | [removed: [165](#id39a50d0d5bc4fd78cbd2a2d6607a405_355)] [added: [163](#i4604832750cd42a2b5adc545ede11247_406)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#id39a50d0d5bc4fd78cbd2a2d6607a405_358)] [added: Inspections.](#i4604832750cd42a2b5adc545ede11247_412)] | | | | | | | | | | | | [removed: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_358)] [added: [166](#i4604832750cd42a2b5adc545ede11247_412)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#id39a50d0d5bc4fd78cbd2a2d6607a405_364)] [added: Governance](#i4604832750cd42a2b5adc545ede11247_418)] | | | | | | | | | | | | [removed: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_364)] [added: [166](#i4604832750cd42a2b5adc545ede11247_418)] | | |

| [Item 11. Executive [removed: Compensation](#id39a50d0d5bc4fd78cbd2a2d6607a405_367)] [added: Compensation](#i4604832750cd42a2b5adc545ede11247_421)] | | | | | | | | | | | | [removed: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_367)] [added: [166](#i4604832750cd42a2b5adc545ede11247_421)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#id39a50d0d5bc4fd78cbd2a2d6607a405_370)] [added: Matters](#i4604832750cd42a2b5adc545ede11247_424)] | | | | | | | | | | | | [removed: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_370)] [added: [166](#i4604832750cd42a2b5adc545ede11247_424)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#id39a50d0d5bc4fd78cbd2a2d6607a405_373)] [added: Independence](#i4604832750cd42a2b5adc545ede11247_427)] | | | | | | | | | | | | [removed: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_373)] [added: [166](#i4604832750cd42a2b5adc545ede11247_427)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#id39a50d0d5bc4fd78cbd2a2d6607a405_376)] [added: Services](#i4604832750cd42a2b5adc545ede11247_430)] | | | | | | | | | | | | [removed: [168](#id39a50d0d5bc4fd78cbd2a2d6607a405_376)] [added: [166](#i4604832750cd42a2b5adc545ede11247_430)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#id39a50d0d5bc4fd78cbd2a2d6607a405_382)] [added: Schedules](#i4604832750cd42a2b5adc545ede11247_436)] | | | | | | | | | | | | [removed: [169](#id39a50d0d5bc4fd78cbd2a2d6607a405_382)] [added: [168](#i4604832750cd42a2b5adc545ede11247_436)] | | |

| [Item 16. Form 10-K [removed: Summary](#id39a50d0d5bc4fd78cbd2a2d6607a405_385)] [added: Summary](#i4604832750cd42a2b5adc545ede11247_439)] | | | | | | | | | | | | [removed: [173](#id39a50d0d5bc4fd78cbd2a2d6607a405_385)] [added: [172](#i4604832750cd42a2b5adc545ede11247_439)] | | |

Some of these factors are described in this Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] under the headings “Item 7.

Under generally accepted accounting principles in the United States [added: (“U.S.”)] (“GAAP”), we are required to consolidate [removed: (a)] [added: (i)] 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 vehicles, for which we are presumed to have controlling financial interests, and [removed: (b)] [added: (ii)] 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.

The results of these entities are reflected on a gross basis in the consolidated financial statements, subject to eliminations from consolidation, and net income attributable to third-party investors in the consolidated joint ventures is presented within net income attributable to redeemable interest and non-controlling interests in [removed: Ares Operating Group] [added: AOG] entities.

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 [removed: a] [added: 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 operating segments without giving effect to the consolidation of these [removed: entities] [added: entities;] and (ii) “unconsolidated reporting basis,” which shows the results of our operating segments on a combined segment basis together with our Operations Management Group.

Additionally, the OMG provides services to certain of the Company’s managed funds and vehicles, which reimburse the OMG for expenses [added: either] equal to the costs of services [removed: provided.][added: provided or as a percentage of invested capital.]

For more information, see “Note [removed: 15.][added: 14.]

- [removed: “ARCC Part] [added: “Part] II Fees” refers to fees from [removed: Ares Capital Corporation (NASDAQ: ARCC) (“ARCC”)] [added: ARCC and ASIF] that are paid in arrears as of the end of each calendar year when the [added: respective] cumulative aggregate realized capital gains exceed the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation, less the aggregate amount of [removed: ARCC] [added: respective] Part II Fees paid in all prior years since inception;

For the CLOs we manage, our AUM is equal to initial principal [removed: amounts] [added: of collateral] adjusted for paydowns.

AUM also includes the proceeds raised in the initial public [removed: offering] [added: offerings] of [removed: a] special purpose acquisition [removed: company (“SPAC”)] [added: companies (“SPACs”)] sponsored by [removed: us;][added: us, less any redemptions;]

- “catch-up fees” refers to [added: retroactive] management fees that are [removed: one-time] [added: episodic] in nature and [removed: represents management] [added: are calculated between the fee initiation date and the day prior to the period in which additional capital commitments are received and catch-up] fees [added: are measured, representing fees] charged to [added: new] fund investors in subsequent closings of a [removed: fund that apply to the time period between the fee initiation date and the subsequent closing date;][added: fundraising period.]

- “effective management fee rate” represents the annualized fees divided by the average fee paying AUM for the period, excluding the impact of [removed: one-time] catch-up fees;

[added: For] our funds other than CLOs, our FPAUM represents the amount of limited partner capital commitments for certain 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 FRE excludes net performance income, investment income from our funds and [added: adjusts for] certain other items that we believe are not indicative of our core operating performance.

Fee related performance revenues, together with fee related performance compensation, is presented within FRE because it represents incentive fees from perpetual capital vehicles that are measured and [added: eligible to be] received on a recurring basis and are not dependent on realization events from the underlying investments;

- “fee related performance revenues” refers to incentive fees from perpetual capital vehicles that [removed: are] [added: are:] (i) measured and [removed: expected] [added: eligible] to be received on a recurring [removed: basis] [added: basis;] and (ii) not dependent on realization events from the underlying investments.

It generally represents the NAV plus uncalled equity or total assets plus uncalled debt, as applicable, of our funds for which we are entitled to receive carried interest and incentive fees, excluding capital committed by us and our professionals (from which we generally do not earn carried interest and incentive fees), as well as proceeds raised in the initial public [removed: offering] [added: offerings] of [removed: a SPAC] [added: SPACs] sponsored by [removed: us.][added: us, less any redemptions.]

With respect to [removed: ARCC’s] [added: Ares Capital Corporation (NASDAQ: ARCC) (“ARCC”) and Ares Strategic Income Fund’s (“ASIF”)] AUM, only [removed: ARCC] Part II Fees may be generated from IEAUM;

| [PART I](#i4604832750cd42a2b5adc545ede11247_310) | | | | | | | | | | | | | | |

| [Item 1. Business](#i4604832750cd42a2b5adc545ede11247_313) | | | | | | | | | | | | [9](#i4604832750cd42a2b5adc545ede11247_313) | | |

| [Item 1C. Cybersecurity](#i4604832750cd42a2b5adc545ede11247_2732) | | | | | | | | | | | | [100](#i4604832750cd42a2b5adc545ede11247_2732) | | |

| [Item 2. Properties](#i4604832750cd42a2b5adc545ede11247_322) | | | | | | | | | | | | [101](#i4604832750cd42a2b5adc545ede11247_322) | | |

| [Item 3. Legal Proceedings](#i4604832750cd42a2b5adc545ede11247_187) | | | | | | | | | | | | [101](#i4604832750cd42a2b5adc545ede11247_322) | | |

| [PART II](#i4604832750cd42a2b5adc545ede11247_373) | | | | | | | | | | | | | | |

| Item 6. \[Reserved\] | | | | | | | | | | | | [104](#i4604832750cd42a2b5adc545ede11247_379) | | |

| [Item 9B. Other Information](#i4604832750cd42a2b5adc545ede11247_409) | | | | | | | | | | | | [166](#i4604832750cd42a2b5adc545ede11247_415) | | |

| [PART III](#i4604832750cd42a2b5adc545ede11247_415) | | | | | | | | | | | | | | |

| [PART IV](#i4604832750cd42a2b5adc545ede11247_433) | | | | | | | | | | | | | | |

| [Signatures](#i4604832750cd42a2b5adc545ede11247_370) | | | | | | | | | | | | [173](#i4604832750cd42a2b5adc545ede11247_370) | | |

- “Ares Operating Group entities” or an "AOG Entity" refers to, collectively, Ares Holdings, L.P. (“Ares Holdings”) and any future entity designated by our board of directors in its sole discretion as an Ares Operating Group entity;

Therefore, catch-up fees for each quarter during an annual period may not equal to the catch-up fees calculated for the same annual period;

- “2028 Senior Notes” refers to senior notes issued by the Company in November 2023 with a maturity in November 2028;

[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)

| [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) | | |

For

- “performance revenue” refers to all incentive fees other than those presented as fee related performance revenues;

- “Series A Preferred Stock” refers to the preferred stock, $0.01 par value per share, of the Company designated as 7.00% Series A Preferred Stock.

The Series A Preferred Stock was redeemed in full on June 30, 2021;

Assessment, Identification and Management of Material Risks from Cybersecurity

Our cybersecurity strategy prioritizes the detection and analysis of, and response to, known, anticipated or unexpected threats, effective management of security risks and resilience against cyber incidents.

Our enterprise-wide cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework.

Our cybersecurity risk management processes include technical security controls, policy enforcement mechanisms, monitoring systems, tools and related services, which include tools and services from third-party providers, and management oversight to assess, identify and manage risks from cybersecurity threats.

We have implemented and continue to implement risk-based controls designed to prevent, detect and respond to information security threats and protect our information, our information systems, and the information of our investors, employees and other third parties who entrust us with their sensitive information.

Our cybersecurity program includes physical, administrative and technical safeguards, and we maintain plans and procedures designed to help us prevent and timely and effectively respond to cybersecurity threats and incidents.

Through our cybersecurity risk management process, we seek to monitor cybersecurity vulnerabilities and potential attack vectors, evaluate the potential operational and financial effects of any threat and mitigate such threats.

The assessment of cybersecurity risks is integrated into our Enterprise Risk Management program, which is overseen by our Enterprise Risk Committee (the “ERC”), as discussed below.

In addition, we periodically engage third-party consultants and engage with key vendors to assist us in assessing, enhancing, implementing, and monitoring our cybersecurity risk management programs and responding to incidents.

Our cybersecurity risk management and awareness programs include periodic identification and testing of vulnerabilities, regular phishing simulations and annual general cybersecurity awareness and data protection training.

We also have annual certification requirements for employees with respect to certain policies supporting the cybersecurity program including information security and electronic communications, data protection and privacy.

We undertake periodic internal security reviews of our information systems and related controls, including systems affecting personal data and the cybersecurity risks of our critical third-party service providers and other partners.

We also complete periodic external reviews of our cybersecurity program and practices, which include assessments of our data protection practices and targeted attack simulations.

In the event of a cybersecurity incident, we have developed an incident response plan that provides guidelines for responding to an incident and facilitates coordination across multiple operational functions.

The incident response plan includes notification to the applicable members of cybersecurity leadership, including the Chief Information Security Officer (“CISO”), and, as appropriate, escalation to the full ERC and/or an internal ad-hoc group of senior employees, tasked with helping to manage the cybersecurity incident.

Depending on their nature, incidents may also be reported to our audit committee of the board of directors and to our full board of directors, if appropriate.

Material Impact of Cybersecurity Risks

In the last three fiscal years, we have not experienced a material information security breach incident and the expenses we have incurred from information security breach incidents have been immaterial, and we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business.

However, future incidents could have a material impact on our business strategy, results of operations, or financial condition.

For additional discussion of the risks posed by cybersecurity threats, see “Item 1A.

Risk Factors—General Risk Factors—Cybersecurity failures and data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results.”

Oversight of Cybersecurity Risks

Our cybersecurity program is managed by a dedicated internal cybersecurity team, which is responsible for enterprise-wide cybersecurity strategy, policies, standards, engineering, architecture and processes.

The team is led by our CISO who has a Master’s degree in Cybersecurity from Brown University and over 25 years of experience advising on, and managing risks from cybersecurity threats as well as developing and implementing cybersecurity policies and procedures.

The CISO is also a member of the ERC.

The ERC is a cross-functional committee that governs and oversees our Enterprise Risk Program, including cybersecurity.

The ERC includes our Chief Executive Officer, Chief Financial Officer, General Counsel, Global Chief Compliance Officer, Chief Information Officer, CISO, and Head of Enterprise Risk, who acts as chairperson of the ERC.

The ERC, through regular consultation with the internal cybersecurity team, assesses, discusses, and prioritizes our approach to high-level risks, mitigating controls, and ongoing cybersecurity efforts.

The audit committee has primary responsibility for oversight and review of guidelines and policies with respect to risk assessment and risk management, including cybersecurity.

Certain members of the ERC periodically report to our audit committee as well as the full board of directors, as appropriate, on cybersecurity matters, primarily through presentations by the CISO and the Head of Enterprise Risk.

Such reporting includes updates on our cybersecurity program, the external threat environment, and our programs to address and mitigate the risks associated with the evolving cybersecurity threat environment.

These reports also include updates on our preparedness, prevention, detection, responsiveness, and recovery with respect to cyber incidents.

We do not own any real property.

Substantially all of the Company’s real property is leased.

[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)

The number of holders of record of our Class A common stock as of February [removed: 17, 2023] [added: 20, 2024] was [removed: 17,] [added: 19,] 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: 2017] [added: 2018] through December 31, [removed: 2022,] [added: 2023,] 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: 2017] [added: 2018] and dividends received reinvested in the security or index.

[removed: ][added: ]

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 common stockholders and non-voting common stockholders, or approximately [removed: $309.9] [added: $429.1] million.

During [removed: 2022,] [added: 2023,] we declared a dividend each quarter of [removed: $0.61] [added: $0.77] (totaling [removed: $2.44] [added: $3.08] annually) per share to Class A and non-voting common stockholders at the close of business on March 17, [removed: 2022,] [added: 2023,] June 16, [removed: 2022,] [added: 2023,] September [removed: 16, 2022,] [added: 15, 2023,] and December [removed: 16, 2022,] [added: 15, 2023,] respectively, or approximately [removed: $429.1] [added: $571.9] million.

In February [removed: 2023,] [added: 2024,] the Company’s board of directors declared a quarterly dividend of [removed: $0.77] [added: $0.93] per share of Class A and non-voting common stock with respect to the first quarter of [removed: 2023] [added: 2024] payable on March [removed: 31, 2023] [added: 29, 2024] to common stockholders of record at the close of business on March [removed: 17, 2023.][added: 15, 2024.]

We intend to provide a [removed: steady] [added: fixed] quarterly dividend for each calendar year that will be based on our expected fee related earnings after an allocation of current taxes paid, with future potential changes based on the level and growth of the metric.

Subject to the approval of our board of directors, we intend to pay a dividend of [removed: $0.77] [added: $0.93] per share of our Class A and non-voting common stock per quarter in [removed: 2023.][added: 2024.]

As fee related earnings reflect the core earnings of our business and consist of management fee and fee related performance revenues less compensation and general and administrative expenses, having our [removed: recurring] dividend based on this amount removes volatility from our dividend and provides more predictability to investors on an annual basis

- first, we cause the [removed: Ares Operating Group] [added: AOG] entities to make distributions to their partners, including AMC and its direct subsidiaries.

If the [removed: Ares Operating Group] [added: AOG] entities make such distributions, the partners of the [removed: Ares Operating Group] [added: AOG] entities will be entitled to receive equivalent distributions based on their partnership units in the Ares Operating Group (except as set forth in the following paragraph);

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 [removed: Ares Operating Group] [added: AOG] entities to their respective partners in respect of their AOG Units.

In addition, governing agreements of the [removed: Ares Operating Group] [added: AOG] entities provide for cash distributions, which we refer to as “tax distributions,” to the partners of such entities if the general partners of the [removed: Ares Operating Group] [added: AOG] entities determine that the taxable income of the [removed: Ares Operating Group] [added: AOG] entities gives rise to taxable income for its partners.

[removed: Generally, these tax distributions are computed based on our] estimate of the net taxable income of the entity multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in Los Angeles, California or New York, New York, whichever is higher (taking into account the non-deductibility of certain expenses and the character of our income).

Generally, these tax distributions are computed based on our

None.

[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)

The table below presents purchases made by or on behalf of AMC or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of shares of our Class A common stock during each of the indicated periods ($ in thousands; except share data):

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total Number of Shares Purchased | | | Average Price Paid Per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (1) | | |

| October 1, 2022 - October 31, 2022 | | | — | | | $ | — | | — | | | $ | 150,000 | |

| November 1, 2022 - November 30, 2022 | | | — | | | — | | | — | | | 150,000 | | |

| December 1, 2022 - December 31, 2022 | | | — | | | — | | | — | | | 150,000 | | |

| Total | | | — | | | | | | — | | | | | |

(1)In February 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.

Under this stock repurchase program, shares may be repurchased from time to time in open market purchases, privately negotiated transactions or otherwise, including in reliance on Rule 10b5-1 of the Securities Act.

In February 2023, our board of directors approved the renewal of the program and it is scheduled to expire in March 2024.

Repurchases under the program depend on the prevailing market conditions and other factors.

In addition, the cash flow from operations of the Ares Operating Group entities may be insufficient to enable them to make required minimum tax distributions to their partners, in which case the Ares Operating Group may have to borrow funds or sell assets, which could have a material adverse effect on our liquidity and financial condition.

Furthermore, by paying cash dividends rather than investing that cash in our businesses, we might risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our operations, new investments or unanticipated capital expenditures, should the need arise.

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: 2022.][added: 2023.]

Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

We have audited Ares Management Corporation’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the [removed: “COSO criteria”).][added: COSO criteria).]

In our opinion, Ares Management Corporation (the [removed: “Company”)] [added: Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”),] [added: (PCAOB),] the consolidated statements of financial condition of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 24, 2023] [added: 27, 2024] expressed an unqualified opinion thereon.

February 27, 2024

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February 24, 2023

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, certain executive officers and directors of the Company or a vehicle controlled by them (each, a “Plan Participant”) entered into Rule 10b5-1 trading plan (a “Rule 10b5-1 Trading Plan”) to sell shares of the Company’s Class A common stock, in each case, subject to any applicable volume limitations.

The table below provides certain information regarding each Plan Participant’s Rule 10b5-1 Trading Plan.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Title | | | | | | Plan Date | | | | | | Maximum Shares That May Be Sold Under the Plan | | | | | | Plan Expiration Date | | |

| Bennett Rosenthal, Director, Co-Founder and Chairman of Private Equity Group | | | | | | December 14, 2023 | | | | | | 250,000 | | | | | | December 1, 2024 | | |

| David Kaplan, Director and Co-Founder | | | | | | December 14, 2023 | | | | | | 250,000 | | | | | | December 1, 2024 | | |

| Michael Arougheti, Director, Co-Founder, Chief Executive Officer & President | | | | | | December 14, 2023 | | | | | | 999,585 | | | | | | February 1, 2025 | | |

| Antony Ressler, Executive Chairman & Co-Founder | | | | | | December 15, 2023 | | | | | | 2,000,000 | | | | | | March 1, 2025 | | |

A Rule 10b5-1 Trading Plan is a written document that pre-establishes the amounts, prices and dates (or formulas for determining the amounts, prices and dates) of future purchases or sales of the Company’s common stock, including, if applicable, shares issued upon exercise of stock options or vesting of restricted stock units.

Each Plan Participant’s Rule 10b5-1 Trading Plan was adopted during an authorized trading period and when such Plan Participant was not in possession of material non-public information and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”) and Section 13(r) of the Exchange Act, require an issuer to disclose in its annual and quarterly reports whether it or any of its affiliates have knowingly engaged in specified activities or transactions relating to Iran.

On January 31, 2019, funds and accounts managed by Ares’ European direct lending strategy (together, the “Ares funds”) collectively acquired a 32% equity stake in Daisy Group Limited (“Daisy”).

Daisy is a provider of communication services to businesses based in the United Kingdom.

The Ares funds do not hold a majority equity interest in Daisy and do not have the right to appoint a majority of directors to Daisy’s board of directors.

Subsequent to completion of the Ares funds’ investment in Daisy, in connection with Ares’ routine quarterly survey of its investment funds’ portfolio companies, Daisy informed the Ares funds that it has a customer contract with Melli Bank Plc.

Melli Bank Plc has been designated by the Office of Foreign Assets Control within the U.S. Department of Treasury pursuant to Executive Order 13224.

Daisy generated a total of £41,546 in annual revenues in 2021 (less than 0.01% of Daisy’s annual revenues) from its dealings with Melli Bank Plc and de minimis net profits.

Daisy entered into the customer contract with Melli Bank Plc prior to the Ares funds’ investment in Daisy.

Daisy terminated its contract with Melli Bank Plc on February 26, 2022.

Following termination of the contract, Daisy has not engaged and does not intend to engage in any further dealings or transactions with Melli Bank Plc.

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2022.][added: 2023.]

[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)

| Consolidated Statements of Financial Condition as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | |

| Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | |

| Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | |

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/a2022q4exhibit41.htm)*] [added: [4.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit41.htm)] | | | | | | Description of Ares Management Corporation’s Securities. | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex101fourthamendeda.htm)[1](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex101fourthamendeda.htm)] [added: [10.1](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, 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). | | |

| [10.2](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/exhibit104.htm) | | | | | | Investor Rights [removed: Agreement] [added: Agreement, dated November 26, 2018] (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). | | |

| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q110qexhibit104tra.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex105formofindemnif.htm)[5](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex105formofindemnif.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex105formofindemnif.htm)] | | | | | | [removed: Third Amended and Restated Tax Receivable Agreement, dated April 1, 2021] [added: Form of Indemnification Agreement] (incorporated by reference to Exhibit [removed: 10.5] [added: 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). | | |

| [10.7](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 [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments 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 [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments 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 [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments 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 [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments 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 [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments 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 [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments 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). | | |

| [10.13](http://www.sec.gov/Archives/edgar/data/1176948/000162828017001756/exhibit1015.htm) | | | | | | Amendment No. 7, dated as of February 24, 2017, to the Sixth Amended and Restated [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Investments L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.15 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). | | |

| [10.14](http://www.sec.gov/Archives/edgar/data/1176948/000110465919017422/a19-7225_1ex10d1.htm) | | | | | | Amendment No. 8, dated as of March 21, 2019, to the Sixth Amended and Restated [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Investments 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 March 26, 2019). | | |

| [10.15](http://www.sec.gov/Archives/edgar/data/1176948/000162828020004534/april2020exhibit101.htm) | | | | | | Amendment No. 9, dated as of March 30, 2020, to the Sixth Amended and Restated [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Investments 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 1, 2020). | | |

| [10.16](https://www.sec.gov/Archives/edgar/data/1176948/000162828021006429/a2021marchexhibit101.htm) | | | | | | Amendment No. 10, dated as of March 31, 2021, to the Sixth Amended and Restated [added: Senior] Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Investments 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 2, 2021). | | |

| [removed: [10.19#](http://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d2.htm)] [added: [10.19#](https://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: [10.20#](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1019.htm)] [added: [10.20#](https://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). | | |

| [removed: [10.21#](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1020.htm)] [added: [10.21#](https://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1020.htm)] | | | | | | Form of Phantom Unit Agreement under the Second Amended & Restated 2014 Equity Incentive 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: [10.26#](http://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d3.htm)] [added: [10.27#](https://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: [10.27#](http://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d4.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d4.htm)[8](https://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d4.htm)[#](https://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: [10.28#](http://www.sec.gov/Archives/edgar/data/1176948/000162828018010477/a201802exhibit101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1176948/000162828018010477/a201802exhibit101.htm)[29](http://www.sec.gov/Archives/edgar/data/1176948/000162828018010477/a201802exhibit101.htm)[#](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: [10.29](http://www.sec.gov/Archives/edgar/data/1176948/000110465919039710/a19-12367_1ex2d1.htm#Exhibit992_1_032715)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1176948/000110465919039710/a19-12367_1ex2d1.htm#Exhibit992_1_032715)[0](http://www.sec.gov/Archives/edgar/data/1176948/000110465919039710/a19-12367_1ex2d1.htm#Exhibit992_1_032715)] | | | | | | Stock Purchase Agreement, dated July 9, 2019, between [removed: Aspida Holdco, LLC and] GBIG Holdings, Inc. [added: and Aspida Holdco, LLC] (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File 001-36429) filed with the SEC on July 9, 2019). | | |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/1176948/000110465920039830/tm2014100d1_ex10-1.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1176948/000110465920039830/tm2014100d1_ex10-1.htm)[1](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 Registrant’s Current Report on Form 8-K (File 001-36429) filed with the SEC on March 30, 2020). | | |

| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/0001176948/000110465920039830/tm2014100d1_ex10-2.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/0001176948/000110465920039830/tm2014100d1_ex10-2.htm)[2](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 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: [10.32#](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1035.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1035.htm)[3](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1035.htm)[#](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 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: [10.33#](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1036.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1036.htm)[4](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1036.htm)[#](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 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: [10.34#](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex105formofindemnif.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/exhibit1037nominationagree.htm)[7](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/exhibit1037nominationagree.htm)] | | | | | | [removed: Form of Indemnification Agreement] [added: Nomination Agreement, dated February 23, 2022, by and between Ares Management Corporation and Ares Partners Holdco LLC] (incorporated by reference to Exhibit [removed: 10.35] [added: 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: [10.35](https://www.sec.gov/Archives/edgar/data/1176948/000110465921048093/tm2112176d1_ex1-2.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1176948/000110465921048093/tm2112176d1_ex1-2.htm)[6](https://www.sec.gov/Archives/edgar/data/1176948/000110465921048093/tm2112176d1_ex1-2.htm)] | | | | | | Share Purchase Agreement, dated April 5, 2021, by and between Sumitomo Mitsui Banking Corporation and Ares Management Corporation (incorporated by reference to Exhibit 1.2 to the Registrant’s Current Report on 8-K (File No. 001-36429) filed with SEC on April 8, 2021). | | |

| [removed: [10.36](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/exhibit1037nominationagree.htm)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1176948/000110465923116605/tm2325897d6_ex4-1.htm)] | | | | | | [removed: Nomination Agreement,] [added: Base Indenture,] dated [removed: February 23, 2022,] [added: as of November 10, 2023,] by and between Ares Management Corporation and [removed: Ares Partners Holdco LLC] [added: U.S. Bank Trust Company, National Association, as trustee] (incorporated by reference to Exhibit [removed: 10.37] [added: 4.1] to [removed: the] Registrant’s [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 31, 2021] [added: 8-K] (File No. 001-36429) filed with the SEC on [removed: February 28, 2022).] [added: November 13, 2023).] | | |

| [removed: [10.37](https://www.sec.gov/Archives/edgar/data/1176948/000162828022008573/a2022aprilexhibit101.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1176948/000162828022008573/a2022aprilexhibit101.htm)[8](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 [added: Senior] 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). | | |

| [removed: [10.38#*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1038standardru.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1038standardru.htm)[39](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1038standardru.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1038standardru.htm)] | | | | | | Form of Restricted Unit Agreement under the Third Amended & Restated 2014 Equity Incentive Plan. | | |

| [removed: [10.39#*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1039deferredru.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1039deferredru.htm)[0](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1039deferredru.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/exhibit1039deferredru.htm)] | | | | | | Form of Deferred Restricted Unit Agreement under the Third Amended & Restated 2014 Equity Incentive Plan. | | |

| [removed: [21.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/a2022q4exhibit211.htm)] [added: [21.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit211.htm)] | | | | | | Subsidiaries of Ares Management Corporation. | | |

| [removed: [23.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/a2022q4exhibit231.htm)] [added: [23.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit231.htm)] | | | | | | Consent of Ernst and Young LLP. | | |

| [removed: [31.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/a2022q4exhibit311.htm)] [added: [31.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit311.htm)] | | | | | | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a). | | |

| [removed: [31.2*](https://www.sec.gov/Archives/edgar/data/1176948/000162828023005081/a2022q4exhibit312.htm)] [added: [31.2*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit312.htm)] | | | | | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a). | | |

| [4.16](https://www.sec.gov/Archives/edgar/data/1176948/000110465923116605/tm2325897d6_ex4-2.htm) | | | | | | First Supplemental Indenture, dated as of November 10, 2023, by and among Ares Management Corporation, Ares Holdings L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC and Ares Finance Co. IV LLC, as the guarantors, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on November 13, 2023). | | |

| [4.17](https://www.sec.gov/Archives/edgar/data/1176948/000110465923116605/tm2325897d6_ex4-2.htm) | | | | | | Form 6.375% Senior Notes due 2028 (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 November 13, 2023). | | |

| [10.5](https://www.sec.gov/Archives/edgar/data/1176948/000162828023016241/a2023q1exhibit101.htm) | | | | | | Fourth Amended and Restated Tax Receivable Agreement, dated May 1, 2023 (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 May 8, 2023). | | |

| [10.26](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1026.htm)[*#](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1026.htm) | | | | | | Form of Annual Incentive Fee Award Letter. | | |

| [10.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001176948/000162828023014249/ares-20230428.htm#i5eb4f14e3f574d03af28b0306d9d09de_1153)[1](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001176948/000162828023014249/ares-20230428.htm#i5eb4f14e3f574d03af28b0306d9d09de_1153)[#](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001176948/000162828023014249/ares-20230428.htm#i5eb4f14e3f574d03af28b0306d9d09de_1153) | | | | | | Ares Management Corporation 2023 Equity Incentive Plan (incorporated herein by reference to Annex B to the Registrant’s Definitive Proxy Statement (File No. 001-36429) filed with the Commission on April 28, 2023). | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit No. | | | | | | Description | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit103ruagreement.htm)[2](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit103ruagreement.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit103ruagreement.htm) | | | | | | Form of Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit104deferredruagreem.htm)[3](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit104deferredruagreem.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit104deferredruagreem.htm) | | | | | | Form of Deferred Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit105directorruagreem.htm)[4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit105directorruagreem.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit105directorruagreem.htm) | | | | | | Form of Director Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit106executiveofficer.htm)[5](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit106executiveofficer.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit106executiveofficer.htm) | | | | | | Form of Executive Officer Time-Based Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit107executiveofficer.htm)[6](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit107executiveofficer.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit107executiveofficer.htm) | | | | | | Form of Executive Officer Performance-Based Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1047.htm)[7](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1047.htm)[*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1047.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1047.htm) | | | | | | Form of Annual Incentive Fee Restricted Unit Agreement under the 2023 Equity Incentive Plan. | | |

| [10.48](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1048.htm)[*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1048.htm) | | | | | | Form of Aircraft Time Sharing Agreement. | | |

| [97*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit97.htm) | | | | | | Policy Relating to Recovery of Erroneously Awarded Compensation (Clawback Policy). | | |

[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)

| Dated: February [removed: 24, 2023] [added: 27, 2024] | | | | | | By: | | | /s/ Michael J Arougheti | | |

| | | | Name: | | | Antony P. Ressler | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | Michael J Arougheti | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | Jarrod Phillips | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | R. Kipp deVeer | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | David B. Kaplan | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | Bennett Rosenthal | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | Ashish Bhutani | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | Antoinette Bush | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | Paul G. Joubert | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | Michael Lynton | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | Eileen Naughton | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| | | | Name: | | | Dr. Judy D. Olian | | | | | | Dated: February [removed: 24, 2023] [added: 27, 2024] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#id39a50d0d5bc4fd78cbd2a2d6607a405_397)] [added: Firm](#i4604832750cd42a2b5adc545ede11247_217)] (PCAOB ID: 42) | | | | | | [removed: [F-2](#id39a50d0d5bc4fd78cbd2a2d6607a405_397)] [added: [F-2](#i4604832750cd42a2b5adc545ede11247_217)] | | |

| [Consolidated Statements of Financial Condition as of December 31, [removed: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_22)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_22) [and 20](#id39a50d0d5bc4fd78cbd2a2d6607a405_22)[21](#id39a50d0d5bc4fd78cbd2a2d6607a405_22)] [added: 2023 and 2022](#i4604832750cd42a2b5adc545ede11247_22)] | | | | | | [removed: [F-4](#id39a50d0d5bc4fd78cbd2a2d6607a405_22)] [added: [F-4](#i4604832750cd42a2b5adc545ede11247_22)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)[, 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)[1](#id39a50d0d5bc4fd78cbd2a2d6607a405_25) [and 2](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)[020](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)] [added: 2023, 2022 and 2021](#i4604832750cd42a2b5adc545ede11247_25)] | | | | | | [removed: [F-5](#id39a50d0d5bc4fd78cbd2a2d6607a405_25)] [added: [F-5](#i4604832750cd42a2b5adc545ede11247_25)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)[, 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)[1](#id39a50d0d5bc4fd78cbd2a2d6607a405_28) [and 2](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)[020](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)] [added: 2023, 2022 and 2021](#i4604832750cd42a2b5adc545ede11247_28)] | | | | | | [removed: [F-6](#id39a50d0d5bc4fd78cbd2a2d6607a405_28)] [added: [F-6](#i4604832750cd42a2b5adc545ede11247_28)] | | |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)[, 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)[1](#id39a50d0d5bc4fd78cbd2a2d6607a405_400) [and 2](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)[020](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)] [added: 2023, 2022 and 2021](#i4604832750cd42a2b5adc545ede11247_325)] | | | | | | [removed: [F-7](#id39a50d0d5bc4fd78cbd2a2d6607a405_400)] [added: [F-7](#i4604832750cd42a2b5adc545ede11247_325)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)[2](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)[, 202](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)[1](#id39a50d0d5bc4fd78cbd2a2d6607a405_34) [and 2](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)[020](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)] [added: 2023, 2022 and 2021](#i4604832750cd42a2b5adc545ede11247_34)] | | | | | | [removed: [F-8](#id39a50d0d5bc4fd78cbd2a2d6607a405_34)] [added: [F-8](#i4604832750cd42a2b5adc545ede11247_34)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id39a50d0d5bc4fd78cbd2a2d6607a405_40)] [added: Statements](#i4604832750cd42a2b5adc545ede11247_40)] | | | | | | [removed: [F-9](#id39a50d0d5bc4fd78cbd2a2d6607a405_40)] [added: [F-9](#i4604832750cd42a2b5adc545ede11247_40)] | | |

We have audited the accompanying consolidated statements of financial condition of Ares Management Corporation (the [removed: “Company”)] [added: Company)] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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) [removed: (“PCAOB”),] [added: (PCAOB),] the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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 [removed: framework)] [added: framework),] and our report dated February [removed: 24, 2023] [added: 27, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At December 31, [removed: 2022,] [added: 2023,] the carrying value of the Company’s investments totaled [removed: $3,974.7] [added: $4,624.9] million, primarily consisting of equity method private investment partnership interests - principal of [removed: $543.6] [added: $535.3] million and equity method - carried interest of [removed: $3,106.6] [added: $3,413.0] 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. | | |

| *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 investment valuation process for the underlying investments. This included management’s review controls over the assessment of the valuation techniques and significant unobservable inputs used to estimate the fair value of the underlying investments and management’s review of the completeness and accuracy of the data used in these estimates. Our audit procedures included, among others, evaluating, on a sample basis, the valuation techniques and significant unobservable inputs used by the Company in valuing the underlying investments and testing, on a sample basis, the mathematical accuracy of the related valuation models. For example, for a sample of underlying investments that were valued using the market approach, we performed procedures to evaluate the appropriateness of significant unobservable inputs such as the selected earnings before interest, taxes, depreciation and amortization multiples or revenue multiples that were derived from comparable companies. These procedures included assessing the appropriateness of management’s determination of the comparable companies, and, where applicable, comparing the selected multiples to market observed transactions of such companies. For a sample of underlying investments that were valued using the discounted cash flow valuation technique, we performed procedures to evaluate the appropriateness of significant unobservable inputs such as the selected discount rates and projections of future cash flows. These procedures included comparing the selected discount rates to market data and/or recalculating these discount rates using investee specific information, such as the [added: weighted average] cost of [removed: equity.] [added: capital.] In addition, these procedures included comparing future projections to the current performance and the historical growth rates of the investees as well as to the growth rates of [removed: publicly-traded] [added: publicly traded] comparable companies. In some instances, with the involvement of our valuation specialists, we independently developed fair value estimates using investee specific and market information and compared our estimates to the fair value of the underlying investments. We searched for and evaluated information that corroborated or contradicted the significant unobservable inputs. We also evaluated subsequent events and transactions and considered whether they corroborated or contradicted the year-end valuations. | | |

Consolidated Statements of Financial [removed: Condition][added: Condition]

[removed: (Amounts] [added: (Amounts] in Thousands, Except Share Data)

| | | | [removed: 2022] | | | | | | [removed: 2021] | | | | | | [added: 2023 | | | | | | 2022 | | | | | | 2021 | | |]

| Cash and cash [removed: equivalents |] [added: equivalents, beginning of period] | | [removed: $] | 389,987 | | | | | [removed: $] | 343,655 | | | | | [added: | 539,812 | | |]

| Investments (includes accrued carried interest of [removed: $3,106,577] [added: $3,413,007] and [removed: $2,998,421 at] [added: $3,106,577 as of] December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively) | | | [removed: 3,974,734] [added: 4,624,932] | | | | | | [removed: 3,684,264] [added: 3,974,734] | | | | | |

| Due from affiliates | | | [removed: 758,472] [added: 896,746] | | | | | | [removed: 670,383] [added: 758,472] | | | | | |

| Other assets | | | [removed: 381,137] [added: 429,979] | | | | | | [removed: 334,755] [added: 381,137] | | | | | |

| Right-of-use operating lease assets | | | [removed: 155,950] [added: 249,326] | | | | | | [removed: 167,652] [added: 155,950] | | | | | |

| Intangible assets, net | | | [removed: 1,208,220] [added: 1,058,495] | | | | | | [removed: 1,422,818] [added: 1,208,220] | | | | | |

| Goodwill | | | [removed: 999,656] [added: 1,123,976] | | | | | | [removed: 787,972] [added: 999,656] | | | | | |

| Cash and cash equivalents | | | [removed: 724,641] [added: 1,149,511] | | | | | | [removed: 1,049,191] [added: 724,641] | | | | | |

| Investments held in trust account | | | [removed: 1,013,382] [added: 523,038] | | | | | | [removed: 1,000,285] [added: 1,013,382] | | | | | |

| Investments, at fair value | | | [removed: 12,191,251] [added: 14,078,549] | | | | | | [removed: 11,816,393] [added: 12,191,251] | | | | | |

| Due from affiliates | | | [removed: 15,789] [added: 14,151] | | | | | | [removed: 7,234] [added: 15,789] | | | | | |

| Receivable for securities sold | | | [removed: 124,050] [added: 146,851] | | | | | | [removed: 281,132] [added: 124,050] | | | | | |

February 27, 2024

| | | | 2023 | | | | | | 2022 | | | | | |

| Cash and cash equivalents | | | $ | 348,274 | | | | | $ | 389,987 | | | | |

| Changes in ownership interests and related tax benefits | | | | | | | | | — | | | | | | | | | | | | 59 | | | | | | — | | | | | | (2) | | | | | | (60,755) | | | | | | — | | | | | | — | | | | | | 93,956 | | | | | | (313,781) | | | | | | (280,523) | | |

| Issuances of common stock | | | | | | | | | — | | | | | | | | | | | | 26 | | | | | | — | | | | | | — | | | | | | 239,519 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 239,545 | | |

| Capital contributions | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,887 | | | | | | 320,185 | | | | | | 324,072 | | |

| Dividends/distributions | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (599,934) | | | | | | — | | | | | | (427,849) | | | | | | (101,128) | | | | | | (1,128,911) | | |

| Net income | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 474,326 | | | | | | — | | | | | | 411,244 | | | | | | 274,296 | | | | | | 1,159,866 | | |

| Equity compensation | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 155,606 | | | | | | — | | | | | | — | | | | | | 100,185 | | | | | | — | | | | | | 255,791 | | |

| Balance as of December 31, 2023 | | | | | | | | | $ | — | | | | | | | | | | | $ | 1,871 | | | | | $ | 35 | | | | | $ | 1,170 | | | | | $ | 2,391,036 | | | | | $ | (495,083) | | | | | $ | (5,630) | | | | | $ | 1,322,469 | | | | | $ | 1,258,445 | | | | | $ | 4,474,313 | |

| Redemptions of redeemable interests in Consolidated Funds | | | (1,045,874) | | | | | | — | | | | | | — | | |

| Issuance of AOG Units in connection with settlement of management incentive program | | | $ | 245,647 | | | | | $ | — | | | | | $ | — | |

and may have a significant impact on net income.

represent compensation for services), and the Company’s carrying value of any beneficial interests that represent compensation for services.

agreement.

The fair value option has been elected to simplify the accounting for certain financial instruments.

The fair value option election is irrevocable and is applied to financial instruments on an individual basis at initial recognition or at eligible remeasurement events.

Redeemable interest in AOG entities was established in connection with the SSG Acquisition as described in “Note 13.

The Company determined that the redemption of the

Redeemable interest in Consolidated Funds represent the Class A ordinary shares issued by each of the Company’s sponsored SPACs, as applicable.

| | | | | | | Fee Rate | | | | | | Fee Base | | | | | | Hurdle rate | | |

| ASIF Part I Fees | | | | | | 12.50% | | | | | | Net investment income (before ASIF Part I Fees and ASIF Part II Fees) | | | | | | Fixed hurdle rate of 1.25% per quarter, or 5.00% per annum. No fees are recognized until ASIF’s net investment income exceeds a 1.25% hurdle rate, with a catch-up provision to ensure that the Company receives 12.50% of the net investment income from the first dollar earned. | | |

previously recognized as revenue, resulting in a reversal of previously recognized carried interest allocated to the Company.

The Company earns other sources of revenue that are classified as administrative, transaction or other fees.

Administrative fees represent fees that the Company earns for providing administrative services to certain funds.

These fees may either reflect expense reimbursements for costs incurred by certain professionals in performing services for a fund or may be based on fixed percentage of a fund’s invested capital.

Transaction fees are typically earned from the arrangement and origination of loans and are generated primarily from funds within the direct lending and infrastructure debt strategies.

Other fees includes sales-based and asset-based fees from the Company’s non-traded vehicles and 1031 exchange programs.

Other fees may include various property-related fees earned from certain real estate funds, such as acquisition, development and property management.

Vesting is also generally subject to continued

Performance related compensation payable also includes allocations to charitable organizations as part of the Company’s philanthropic initiatives.

voting common stock using the more dilutive result of the treasury stock method or the two-class method.

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.* ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the Company’s CODM.

The amendments in this update also expand the interim segment disclosure requirements.

ASU 2023-07 is effective for the Company’s fiscal year ending December 15, 2024 and for the Company’s interim periods beginning with the first quarter ended 2025.

Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740) Improvements to Income Tax Disclosures.* ASU 2023-09 requires disclosure of disaggregated income taxes paid in both U.S. and foreign jurisdictions, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures.

ASU 2023-09 is effective for the Company’s fiscal year ending December 31, 2025.

Early adoption is permitted and the amendments in this update should be applied on a prospective basis, though retrospective adoption is permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

[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)

F-176

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February 24, 2023

Ares Management Corporation

| Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at January 1, 2020 | | | | | | | | | $ | 298,761 | | | | | | | | | | | $ | 1,152 | | | | | $ | — | | | | | $ | — | | | | | $ | 525,244 | | | | | $ | (50,820) | | | | | $ | (6,047) | | | | | $ | 472,288 | | | | | $ | 618,020 | | | | | $ | 1,858,598 | |

| Consolidation and deconsolidation of funds, net | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,407) | | | | | | (2,407) | | |

| Issuance of common stock | | | | | | | | | — | | | | | | | | | | | | 198 | | | | | | — | | | | | | 1,152 | | | | | | 687,142 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 688,492 | | |

| Capital contributions | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 481 | | | | | | — | | | | | | — | | | | | | 44,799 | | | | | | 132,430 | | | | | | 177,710 | | |

| Dividends/Distributions | | | | | | | | | (21,700) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (231,446) | | | | | | — | | | | | | (215,334) | | | | | | (251,507) | | | | | | (719,987) | | |

| Net income | | | | | | | | | 21,700 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,442 | | | | | | — | | | | | | 145,234 | | | | | | 28,085 | | | | | | 325,461 | | |

| Equity compensation | | | | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,394 | | | | | | — | | | | | | — | | | | | | 56,592 | | | | | | — | | | | | | 122,986 | | |

[Table of Contents](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)[](#id39a50d0d5bc4fd78cbd2a2d6607a405_289)

(Dollars in Thousands, Except Share Data and As Otherwise Noted)

| Cash and cash equivalents, beginning of period | | | 343,655 | | | | | | 539,812 | | | | | | 138,384 | | |

Notes to the Consolidated Financial Statements (Continued)

to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights.

In cases where the Company earns fees from a CLO that it consolidates, those fees have been eliminated as intercompany transactions.

The Company’s holdings in these CLOs are generally subordinated to other interests in the entities and entitle the Company to receive a pro rata portion of the residual cash flows, if any, from the entities.

Additionally, the Company may invest in other senior secured notes, which are repaid based on available cash flows subject to priority of payments under each consolidated CLO’s governing documents.

Fair value is the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price).

based on the respective partnership agreements, less distributions received.

By using derivatives, the Company and the Consolidated Funds are exposed to counterparty credit risk if counterparties to the derivative contracts do not perform as expected.

If a counterparty fails to perform, the Company’s counterparty credit risk is equal to the amount reported as a derivative asset within the Consolidated Statements of Financial Condition.

The Company minimizes counterparty credit risk through credit approvals, limits, monitoring procedures, executing master netting arrangements and obtaining collateral, where appropriate.

To the extent the master netting arrangements and other criteria meet the applicable requirements, which includes determining the legal enforceability of the arrangements, the Company may choose to offset the derivative assets and liabilities in the same currency by specific derivative type, or in the event of default by the counterparty, offset derivative assets and liabilities with the same counterparty.

The Company generally presents derivative and other financial instruments on a gross basis within the Consolidated Statements of Financial Condition with certain instruments subject to enforceable master netting arrangements that could allow for the derivative and other financial instruments to be offset.

The Consolidated Funds generally present derivative and other financial instruments on a net basis.

This election is determined at management’s discretion on a fund by fund basis.

The Company has retained the Consolidated Fund’s election upon consolidation.

The acquisition method of accounting allows for a measurement period for up to one year

However, for certain equipment leases where the non-lease components are not material, the Company accounts for the lease and non-lease components as a single lease component.

The

At each balance sheet date, the carrying value of the redeemable interest is presented at the redemption amount.

At December 31, 2022, all 100,000,000 Class A ordinary shares of AAC were classified outside of permanent equity.

ARCC Part I Fees are equal to 20.0% of its net investment income (before ARCC Part I Fees and incentive fees payable based on capital gains), subject to a fixed hurdle rate of 1.75% per quarter, or 7.0% per annum.

CADC Part I Fees are equal to 15.0% of its net investment income (before CADC Part I Fees), subject to a fixed hurdle rate of 1.5% per quarter, or 6.0% per annum.

Substantially all incentive fees are earned from affiliated funds of the Company.