Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Report of Management on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement of our consolidated financial statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. Their report follows.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Ares Management Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Ares Management Corporation’s internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, Ares Management Corporation (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial condition of the Company as of December 31, 2024 and 2023, 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, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Los Angeles, California
February 27, 2025
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, certain of our executive officers and directors 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 our 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
November 19, 2024 100,000 August 15, 2025
David Kaplan , Director and Co-Founder
November 19, 2024 100,000 August 15, 2025
Michael Arougheti , Co-Founder & Chief Executive Officer
December 13, 2024 1,880,845 January 31, 2026
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 our common stock, including, if applicable, shares issued upon exercise of stock options or vesting of unvested awards.
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2024.
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PART IV.
Item 15. Exhibits and Financial Statement Schedules
(a) Documents Filed with Report:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Statements of Financial Condition as of December 31, 2024 and 2023
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
(b) Exhibits.
The following is a list of all exhibits filed or furnished as part of this report.
Exhibit
No. Description
3.1
Second Amended and Restated Certificate of Incorporation of Ares Management Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36429) filed with the SEC on November 7, 2022).
3.2
Bylaws of Ares Management Corporation (incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on November 15, 2018).
3.3
Certificate of Designations of 6.75% Series B Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on October 10, 2024).
4.1*
Description of Ares Management Corporation’s Securities.
4.2
Indenture dated as of June 15, 2020 among Ares Finance Co. II LLC, Ares Holdings L.P., Ares Investments L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC and Ares Offshore Holdings L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on June 15, 2020).
4.3
First Supplemental Indenture dated as of June 15, 2020 among Ares Finance Co. II LLC, Ares Holdings L.P., Ares Investments L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC and Ares Offshore Holdings L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on June 15, 2020).
4.4
Form of 3.250% Senior Note due 2030 (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 June 15, 2020).
4.5
Indenture dated as of June 30, 2021 among Ares Finance Co. III LLC, Ares Holdings L.P., Ares
Investments Holdings LLC, Ares Management LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC and
U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on 8-K (File No. 001-36429) filed with the SEC on July 1, 2021).
4.6
Form of 4.125% Fixed Rate Resettable Subordinated Notes due 2051 incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on July 1, 2021).
4.7
Indenture dated as of January 21, 2022 among Ares Finance Co. IV LLC, Ares Holdings L.P., Ares Investments Holdings LLC, Ares Management LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on 8-K (File No. 001-36429) filed with the SEC on January 21, 2022).
4.8
First Supplemental Indenture dated as of January 21, 2022 among Ares Finance Co. IV LLC, Ares Holdings L.P., Ares Investments Holdings LLC, Ares Management LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on January 21, 2022).
4.9
Form of 3.650% Senior Note due 2052 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on January 21, 2022).
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Exhibit
No. Description
4.10
Base Indenture, dated as of November 10, 2023, by and between Ares Management Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on November 13, 2023).
4.11
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).
4.12
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).
4.13
Form of 6.75% Series B Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 4.1
to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on October 10,
2024).
4.14
Second Supplemental Indenture, dated as of October 11, 2024, by and among Ares Management Corporation, as the issuer, 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 the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on October 11, 2024).
4.15
Form of 5.600% Senior Notes due 2054 (incorporated by reference to Exhibit 4.3 to the Registrant’s
Current Report on Form 8-K (File No. 001-36429) filed with the SEC on October 11, 2024).
10.1
Fifth Amended and Restated Limited Partnership Agreement of Ares Holdings L.P., dated October 10, 2024 (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 October 10, 2024).
10.2
Investor Rights 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).
10.3#
Third Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).
10.4
Fifth Amended and Restated Exchange Agreement, dated April 1, 2021 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).
10.5
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).
10.6
Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings LLC, Ares Domestic Holdings L.P., Ares Investments LLC, 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 10.10 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-194919) filed with the SEC on April 28, 2014).
10.7
Amendment No. 1, dated as of July 15, 2014, to the Sixth Amended and Restated 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
Amendment No. 2, dated as of September 24, 2014, to the Sixth Amended and Restated 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
Amendment No. 3, dated as of July 23, 2015, to the Sixth Amended and Restated 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).
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Exhibit
No. Description
10.10
Amendment No. 4, dated as of August 5, 2015, to the Sixth Amended and Restated 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
Amendment No. 5, dated as of December 16, 2015, to the Sixth Amended and Restated 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
Amendment No. 6, dated as of May 23, 2016, to the Sixth Amended and Restated 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
Amendment No. 7, dated as of February 24, 2017, to the Sixth Amended and Restated 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
Amendment No. 8, dated as of March 21, 2019, to the Sixth Amended and Restated 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
Amendment No. 9, dated as of March 30, 2020, to the Sixth Amended and Restated 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
Amendment No. 10, dated as of March 31, 2021, to the Sixth Amended and Restated 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).
10.17
Second Amended and Restated Investment Advisory and Management Agreement, dated June 6, 2019, between Ares Capital Corporation and Ares Capital Management LLC (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 6, 2019).
10.18#
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).
10.19#
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).
10.20
Form of ARCC Incentive Fee Award (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S‑1/A (File No. 333-194919) filed with the SEC on April 11, 2014).
10.21
Form of Amended and Restated Limited Partnership Agreement of Carry Vehicles (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-36429), filed with the SEC on February 29, 2016).
10.22
Form of Supplemental Agreement for Carried Interest (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-36429), filed with the SEC on February 29, 2016).
10.23
Form of Annual Incentive Fee Award Letter (incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-36429), filed with the SEC on February 27, 2017).
10.24#
Form of Annual Incentive Fee Award Letter (incorporated by reference to Exhibit 10.26 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-36429) filed with the
SEC on February 27, 2024).
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Exhibit
No. Description
10.25#
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).
10.26
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).
10.27#
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).
10.28#
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).
10.29
Nomination Agreement, dated February 23, 2022, by and between Ares Management Corporation and Ares Partners Holdco LLC (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).
10.30
Amendment No. 11, dated as of March 31, 2022, to the Sixth Amended and Restated 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).
10.31#
Form of Restricted Unit Agreement under the Third Amended & Restated 2014 Equity Incentive Plan.
10.32#
Form of Deferred Restricted Unit Agreement under the Third Amended & Restated 2014 Equity Incentive Plan.
10.33#
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).
10.34#
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).
10.35#
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).
10.36#
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).
10.37#
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).
10.38#
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).
10.39#
Form of Annual Incentive Fee Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2023 (File No. 001-36429) filed with the SEC on February 27, 2024).
10.40
Form of Aircraft Time Sharing Agreement (incorporated by reference to Exhibit 10.48 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-36429) filed with the
SEC on February 27, 2024).
10.41
Amendment No. 12, dated as of March 28, 2024, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on April 3, 2024).
19 *
Insider Trading Policy.
21.1 *
Subsidiaries of Ares Management Corporation.
23.1*
Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm.
31.1*
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
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Exhibit
No. Description
31.2*
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).
32.1**
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
97
Policy Relating to Recovery of Erroneously Awarded Compensation (Clawback Policy).
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
* Filed herewith.
** These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.
# Denotes a management contract or compensation plan or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARES MANAGEMENT CORPORATION
Dated: February 27, 2025 By: /s/ Michael J Arougheti
Name: Michael J Arougheti
Title: Co-Founder & Chief Executive Officer
(Principal Executive Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Antony P. Ressler
Name: Antony P. Ressler Dated: February 27, 2025
Title: Executive Chairman & Co-Founder
By: /s/ Michael J Arougheti
Name: Michael J Arougheti Dated: February 27, 2025
Title: Director, Co-Founder & Chief Executive Officer
(Principal Executive Officer)
By: /s/ Jarrod Phillips
Name: Jarrod Phillips Dated: February 27, 2025
Title: Chief Financial Officer
(Principal Financial & Accounting Officer)
By: /s/ R. Kipp deVeer
Name: R. Kipp deVeer Dated: February 27, 2025
Title: Director & Co-President
By: /s/ David B. Kaplan
Name: David B. Kaplan Dated: February 27, 2025
Title: Director & Co-Founder
By: /s/ Bennett Rosenthal
Name: Bennett Rosenthal Dated: February 27, 2025
Title: Director, Co-Founder & Chairman of Private Equity Group
By: /s/ Ashish Bhutani
Name: Ashish Bhutani Dated: February 27, 2025
Title: Director
By: /s/ Antoinette Bush
Name: Antoinette Bush Dated: February 27, 2025
Title: Director
By: /s/ Paul G. Joubert
Name: Paul G. Joubert Dated: February 27, 2025
Title: Director
By: /s/ Michael Lynton
Name: Michael Lynton Dated: February 27, 2025
Title: Director
By: /s/ Eileen Naughton
Name: Eileen Naughton Dated: February 27, 2025
Title: Director
By: /s/ Judy D. Olian
Name: Dr. Judy D. Olian Dated: February 27, 2025
Title: Director
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F-2
Consolidated Statements of Financial Condition as of December 31, 202 4 and 202 3
F-4
Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 and 202 2
F-5
Consolidated Statements of Comprehensive Income for the years ended December 31, 202 4 , 202 3 and 202 2
F-6
Consolidated Statements of Changes in Equity for the years ended December 31, 202 4 , 202 3 and 202 2
F-7
Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 and 202 2
F-8
Notes to Consolidated Financial Statements
F-9
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Ares Management Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Ares Management Corporation (the “Company”) as of December 31, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
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Valuation of underlying investments of equity method investments
Description of the Matter At December 31, 2024, the carrying value of the Company’s investments totaled $4,644.8 million, primarily consisting of equity method private investment partnership interests - principal of $536.9 million and equity method - carried interest of $3,495.1 million. Management applies valuation techniques using significant unobservable inputs to arrive at the fair value of the underlying investments held by the equity method private investment partnership (“underlying investments”). The fair value of the underlying investments, as estimated by management, impacts the Company’s equity method private investment partnership interests and equity method - carried interest. The valuation techniques applied and the significant unobservable inputs are discussed in Note 2. Summary of Significant Accounting Policies to the consolidated financial statements.
Auditing 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, such as the underlying investment’s weighted average cost of 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 publicly traded comparable companies.
In some instances, with the involvement of our valuation specialists, we independently developed fair value estimates using 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.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2011.
Los Angeles, California
February 27, 2025
F-3
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Ares Management Corporation
Consolidated Statements of Financial Condition
(Amounts in Thousands, Except Share Data)
As of December 31,
2024 2023
Assets
Cash and cash equivalents $ 1,507,976 $ 348,274
Investments (includes accrued carried interest of $ 3,495,115 and $ 3,413,007 as of December 31, 2024 and 2023, respectively)
4,644,775 4,624,932
Due from affiliates 1,056,608 896,746
Other assets 774,654 429,979
Right-of-use operating lease assets 511,319 249,326
Intangible assets, net 975,828 1,058,495
Goodwill 1,162,636 1,123,976
Assets of Consolidated Funds:
Cash and cash equivalents 1,227,489 1,149,511
Investments held in trust account 550,800 523,038
Investments, at fair value 12,187,044 14,078,549
Receivable for securities sold 202,782 146,851
Other assets 82,397 100,823
Total assets $ 24,884,308 $ 24,730,500
Liabilities
Accounts payable, accrued expenses and other liabilities $ 363,872 $ 233,884
Accrued compensation 280,894 287,259
Due to affiliates 500,480 240,254
Performance related compensation payable 2,537,203 2,514,610
Debt obligations 2,558,914 2,965,480
Operating lease liabilities 641,864 319,572
Liabilities of Consolidated Funds:
Accounts payable, accrued expenses and other liabilities 323,100 189,523
Due to affiliates — 3,554
Payable for securities purchased 332,406 484,117
CLO loan obligations, at fair value 9,672,189 12,345,657
Fund borrowings 275,000 125,241
Total liabilities 17,485,922 19,709,151
Commitments and contingencies (Note 8)
Redeemable interest in Consolidated Funds 550,700 522,938
Redeemable interest in Ares Operating Group entities 23,496 24,098
Non-controlling interests in Consolidated Funds 2,025,666 1,258,445
Non-controlling interests in Ares Operating Group entities 1,254,878 1,322,469
Stockholders’ Equity
Series B mandatory convertible preferred stock, $ 0.01 par value, 1,000,000,000 shares authorized ( 30,000,000 shares issued and outstanding as of December 31, 2024)
1,458,771 —
Class A common stock, $ 0.01 par value, 1,500,000,000 shares authorized ( 199,872,571 shares and 187,069,907 shares issued and outstanding as of December 31, 2024 and 2023, respectively)
1,999 1,871
Non-voting common stock, $ 0.01 par value, 500,000,000 shares authorized ( 3,489,911 shares issued and outstanding as of December 31, 2024 and 2023)
35 35
Class B common stock, $ 0.01 par value, 1,000 shares authorized ( 1,000 shares issued and outstanding as of December 31, 2024 and 2023)
— —
Class C common stock, $ 0.01 par value, 499,999,000 shares authorized ( 109,806,689 shares and 117,024,758 shares issued and outstanding as of December 31, 2024 and 2023, respectively)
1,098 1,170
Additional paid-in-capital 2,936,794 2,391,036
Accumulated deficit ( 837,294 ) ( 495,083 )
Accumulated other comprehensive loss, net of tax ( 17,757 ) ( 5,630 )
Total stockholders’ equity 3,543,646 1,893,399
Total equity 6,824,190 4,474,313
Total liabilities, redeemable interest, non-controlling interests and equity $ 24,884,308 $ 24,730,500
See accompanying notes to the consolidated financial statements.
F-4
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Ares Management Corporation
Consolidated Statements of Operations
(Amounts in Thousands, Except Share Data)
Year ended December 31,
2024 2023 2022
Revenues
Management fees $ 2,942,126 $ 2,551,150 $ 2,136,433
Carried interest allocation 390,180 618,579 458,012
Incentive fees 344,157 276,627 301,187
Principal investment income 45,424 36,516 12,279
Administrative, transaction and other fees 162,894 149,012 147,532
Total revenues 3,884,781 3,631,884 3,055,443
Expenses
Compensation and benefits 1,731,747 1,486,698 1,498,590
Performance related compensation 449,564 607,522 518,829
General, administrative and other expenses 736,501 660,146 695,256
Expenses of Consolidated Funds 20,879 43,492 36,410
Total expenses 2,938,691 2,797,858 2,749,085
Other income (expense)
Net realized and unrealized gains on investments 16,570 77,573 4,732
Interest and dividend income 43,054 19,276 9,399
Interest expense ( 142,966 ) ( 106,276 ) ( 71,356 )
Other income, net 627 4,819 13,119
Net realized and unrealized gains on investments of Consolidated Funds 313,963 262,700 73,386
Interest and other income of Consolidated Funds 933,349 995,545 586,529
Interest expense of Consolidated Funds ( 835,335 ) ( 754,600 ) ( 411,361 )
Total other income, net 329,262 499,037 204,448
Income before taxes 1,275,352 1,333,063 510,806
Income tax expense 164,617 172,971 71,891
Net income 1,110,735 1,160,092 438,915
Less: Net income attributable to non-controlling interests in Consolidated Funds 295,772 274,296 119,333
Net income attributable to Ares Operating Group entities 814,963 885,796 319,582
Less: Net income (loss) attributable to redeemable interest in Ares Operating Group entities 103 226 ( 851 )
Less: Net income attributable to non-controlling interests in Ares Operating Group entities 351,118 411,244 152,892
Net income attributable to Ares Management Corporation 463,742 474,326 167,541
Less: Series B mandatory convertible preferred stock dividends declared 22,781 — —
Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 440,961 $ 474,326 $ 167,541
Net income per share of Class A and non-voting common stock:
Basic $ 2.04 $ 2.44 $ 0.87
Diluted $ 2.04 $ 2.42 $ 0.87
Weighted-average shares of Class A and non-voting common stock:
Basic 198,054,451 184,523,524 175,510,798
Diluted 198,054,451 195,773,426 175,510,798
Substantially all revenue is earned from affiliated funds of the Company.
See accompanying notes to the consolidated financial statements.
F-5
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Ares Management Corporation
Consolidated Statements of Comprehensive Income
(Amounts in Thousands)
Year ended December 31,
2024 2023 2022
Net income $ 1,110,735 $ 1,160,092 $ 438,915
Foreign currency translation adjustments, net of tax ( 32,221 ) 19,855 ( 33,911 )
Total comprehensive income 1,078,514 1,179,947 405,004
Less: Comprehensive income attributable to non-controlling interests in Consolidated Funds 283,042 278,813 107,793
Less: Comprehensive income (loss) attributable to redeemable interest in Ares Operating Group entities ( 300 ) 185 ( 1,277 )
Less: Comprehensive income attributable to non-controlling interests in Ares Operating Group entities 344,157 417,267 144,078
Comprehensive income attributable to Ares Management Corporation $ 451,615 $ 483,682 $ 154,410
See accompanying notes to the consolidated financial statements.
F-6
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Ares Management Corporation
Consolidated Statements of Changes in Equity
(Amounts in Thousands)
Series B Mandatory Convertible Preferred Stock
Class A Common Stock Non- voting
Common Stock Class C Common Stock Additional Paid-in-Capital Accumulated Deficit Accumulated
Other
Comprehensive
Income (Loss) Non-Controlling
Interest in
Ares Operating
Group Entities Non-Controlling
Interest in Consolidated
Funds Total
Equity
Balance as of December 31, 2021 $ — $ 1,684 $ 35 $ 1,186 $ 1,913,559 $ ( 89,382 ) $ ( 1,855 ) $ 1,397,747 $ 591,452 $ 3,814,426
Changes in ownership interests and related tax benefits — 43 — ( 14 ) ( 96,413 ) — — ( 105,680 ) 4,006 ( 198,058 )
Issuances of common stock — 1 — — 12,834 — — — — 12,835
Capital contributions — — — — — — — 5,195 549,396 554,591
Dividends/distributions — — — — — ( 447,634 ) — ( 386,843 ) ( 178,291 ) ( 1,012,768 )
Net income — — — — — 167,541 — 152,892 119,333 439,766
Currency translation adjustment, net of tax — — — — — — ( 13,131 ) ( 8,814 ) ( 11,540 ) ( 33,485 )
Equity compensation — — — — 119,580 — — 80,526 — 200,106
Stock option exercises — 11 — — 21,194 — — — — 21,205
Balance as of December 31, 2022 — 1,739 35 1,172 1,970,754 ( 369,475 ) ( 14,986 ) 1,135,023 1,074,356 3,798,618
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
Currency translation adjustment, net of tax — — — — — — 9,356 6,023 4,517 19,896
Equity compensation — — — — 155,606 — — 100,185 — 255,791
Stock option exercises — 47 — — 85,912 — — — — 85,959
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
Changes in ownership interests and related tax benefits — 96 — ( 73 ) ( 87,278 ) — — ( 23,841 ) ( 30,954 ) ( 142,050 )
Issuance of Series B mandatory convertible preferred stock
1,458,771 — — — — — — — — 1,458,771
Issuances of common stock — 31 — 1 407,093 — — 7,724 — 414,849
Capital contributions — — — — — — — 3,373 639,154 642,527
Dividends/distributions ( 22,781 ) — — — — ( 783,172 ) — ( 527,422 ) ( 124,021 ) ( 1,457,396 )
Net income 22,781 — — — — 440,961 — 351,118 295,772 1,110,632
Currency translation adjustment, net of tax — — — — — — ( 12,127 ) ( 6,961 ) ( 12,730 ) ( 31,818 )
Equity compensation — — — — 224,433 — — 128,418 — 352,851
Stock option exercises — 1 — — 1,510 — — — — 1,511
Balance as of December 31, 2024 $ 1,458,771 $ 1,999 $ 35 $ 1,098 $ 2,936,794 $ ( 837,294 ) $ ( 17,757 ) $ 1,254,878 $ 2,025,666 $ 6,824,190
See accompanying notes to the consolidated financial statements.
F-7
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Ares Management Corporation
Consolidated Statements of Cash Flows
(Amounts in Thousands)
Year ended December 31,
2024 2023 2022
Cash flows from operating activities:
Net income $ 1,110,735 $ 1,160,092 $ 438,915
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity compensation expense 352,851 255,965 200,391
Depreciation and amortization 158,578 231,712 341,341
Net realized and unrealized (gains) losses on investments ( 21,463 ) ( 90,737 ) 10,929
Other non-cash amounts 11,755 74 —
Investments purchased ( 580,744 ) ( 507,932 ) ( 371,124 )
Proceeds from sale of investments 683,638 206,163 182,493
Adjustments to reconcile net income to net cash provided by (used in) operating activities allocable to non-controlling interests in Consolidated Funds:
Net realized and unrealized gains on investments ( 313,963 ) ( 262,700 ) ( 73,386 )
Other non-cash amounts ( 48,963 ) ( 101,465 ) ( 33,822 )
Investments purchased ( 5,927,444 ) ( 8,847,856 ) ( 9,434,029 )
Proceeds from sale of investments 7,569,165 8,149,617 8,198,812
Cash flows due to changes in operating assets and liabilities:
Net carried interest and incentive fees receivable ( 188,174 ) ( 48,858 ) ( 20,612 )
Due to/from affiliates 223,498 ( 220,421 ) 39,073
Other assets ( 252,644 ) 21,532 ( 105,205 )
Accrued compensation and benefits ( 7,096 ) 20,383 200,769
Accounts payable, accrued expenses and other liabilities 148,384 27,864 ( 51,685 )
Cash flows due to changes in operating assets and liabilities allocable to redeemable and non-controlling interest in Consolidated Funds:
Change in cash and cash equivalents held at Consolidated Funds ( 77,978 ) ( 424,870 ) 324,550
Net cash relinquished with deconsolidation of Consolidated Funds ( 46,205 ) ( 623 ) —
Change in other assets and receivables held at Consolidated Funds ( 49,774 ) ( 20,247 ) 151,895
Change in other liabilities and payables held at Consolidated Funds 46,998 219,046 ( 733,417 )
Net cash provided by (used in) operating activities 2,791,154 ( 233,261 ) ( 734,112 )
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements, net of disposals ( 91,509 ) ( 67,183 ) ( 35,796 )
Acquisitions, net of cash acquired ( 67,895 ) ( 43,896 ) ( 301,583 )
Net cash used in investing activities ( 159,404 ) ( 111,079 ) ( 337,379 )
Cash flows from financing activities:
Net proceeds from issuance of Series B mandatory convertible preferred stock
1,458,771 — —
Net proceeds from issuance of Class A common stock 407,124 — —
Proceeds from Credit Facility 1,210,000 1,410,000 1,380,000
Proceeds from issuance of senior notes 736,010 499,010 488,915
Repayments of Credit Facility ( 2,105,000 ) ( 1,215,000 ) ( 1,095,000 )
Repayment of senior notes ( 250,000 ) — —
Dividends and distributions ( 1,310,896 ) ( 1,030,666 ) ( 836,364 )
Stock option exercises 1,511 85,959 21,205
Taxes paid related to net share settlement of equity awards ( 227,532 ) ( 157,007 ) ( 201,311 )
Other financing activities 2,285 2,943 4,055
Allocable to redeemable and non-controlling interests in Consolidated Funds:
Contributions from redeemable and non-controlling interests in Consolidated Funds 639,154 855,456 549,396
Distributions to non-controlling interests in Consolidated Funds ( 124,021 ) ( 101,128 ) ( 178,291 )
Redemptions of redeemable interests in Consolidated Funds — ( 1,045,874 ) —
Borrowings under loan obligations by Consolidated Funds 359,351 1,387,297 1,140,680
Repayments under loan obligations by Consolidated Funds ( 2,228,351 ) ( 398,864 ) ( 145,222 )
Net cash provided by (used in) financing activities ( 1,431,594 ) 292,126 1,128,063
Effect of exchange rate changes ( 40,454 ) 10,501 ( 10,240 )
Net change in cash and cash equivalents 1,159,702 ( 41,713 ) 46,332
Cash and cash equivalents, beginning of period 348,274 389,987 343,655
Cash and cash equivalents, end of period $ 1,507,976 $ 348,274 $ 389,987
Supplemental disclosure of non-cash financing activities:
Equity issued in connection with acquisition-related activities $ 21,002 $ 239,545 $ 12,835
Equity issued in connection with settlement of management incentive program $ — $ 245,647 $ —
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 866,760 $ 722,643 $ 320,329
Cash paid during the period for income taxes $ 107,570 $ 62,007 $ 104,864
See accompanying notes to the consolidated financial statements.
F-8
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Ares Management Corporation
Notes to the Consolidated Financial Statements
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
1. ORGANIZATION
Ares Management Corporation (the “Company”), a Delaware corporation, together with its subsidiaries, is a leading global alternative investment manager operating integrated groups across Credit, Real Assets, Private Equity and Secondaries . Information about segments should be read together with “Note 14. Segment Reporting.” Subsidiaries of the Company serve as the general partners and/or investment managers to various funds and managed accounts within each investment group (the “Ares Funds”). These subsidiaries provide investment advisory services to the Ares Funds in exchange for management fees.
The accompanying audited financial statements include the consolidated results of the Company and its subsidiaries. The Company is a holding company that operates and controls all of the businesses and affairs of and conducts all of its material business activities through Ares Holdings L.P. (“Ares Holdings”). Ares Holdings represents all the activities of the “Ares Operating Group” or “AOG” and may be referred to interchangeably. The Company, indirectly through its wholly owned subsidiary, Ares Holdco LLC, is the general partner of the Ares Operating Group entity.
The Company manages or controls certain entities that have been consolidated in the accompanying financial statements as described in “Note 2. Summary of Significant Accounting Policies.” These entities include Ares funds, co-investment vehicles, collateralized loan obligations or funds (collectively “CLOs”) and special purpose acquisition companies (“SPACs”) (collectively, the “Consolidated Funds”).
Including the results of the Consolidated Funds significantly increases the reported amounts of the assets, liabilities, revenues, expenses and cash flows within the accompanying consolidated financial statements. However, the Consolidated Funds results included herein have no direct effect on the net income attributable to Ares Management Corporation or to its stockholders’ equity, except where accounting for a redemption or liquidation preference requires the reallocation of ownership based on specific terms of a profit sharing agreement. Instead, economic ownership interests of the investors in the Consolidated Funds are reflected as redeemable and non-controlling interests in Consolidated Funds. Further, cash flows allocable to redeemable and non-controlling interest in Consolidated Funds are specifically identifiable within the Consolidated Statements of Cash Flows.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”). The Company’s Consolidated Funds are investment companies under GAAP based on the following characteristics: the Consolidated Funds obtain funds from one or more investors and provide investment management services and the Consolidated Funds’ business purpose and substantive activities are investing funds for returns from capital appreciation and/or investment income. Therefore, investments of Consolidated Funds are recorded at fair value and the unrealized appreciation (depreciation) in an investment’s fair value is recognized on a current basis within the Consolidated Statements of Operations. Additionally, the Consolidated Funds do not consolidate their majority-owned and controlled investments in portfolio companies. In the preparation of these consolidated financial statements, the Company has retained the investment company accounting for the Consolidated Funds under GAAP.
All of the investments held and CLO loan obligations issued by the Consolidated Funds are presented at their estimated fair values within the Company’s Consolidated Statements of Financial Condition. Net income attributable to holders of subordinated notes of the CLOs is presented within net income attributable to non-controlling interests in Consolidated Funds within the Consolidated Statements of Operations.
The Company has reclassified certain prior period amounts to conform to the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses and other income (expense) during the reporting periods. Assumptions and estimates regarding the valuation of investments involve a high degree of judgment and complexity
F-9
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
and may have a significant impact on net income. Actual results could differ from these estimates and such differences could be material to the consolidated financial statements.
Principles of Consolidation
The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either a variable interest model (“VIEs”) or voting interest model (“VOE”). As such, the Company consolidates (i) entities in which it holds a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity and (ii) entities that the Company concludes are variable interest entities in which the Company has more than insignificant economic interest and power to direct the activities that most significantly impact the entities, and for which the Company is deemed to be the primary beneficiary.
The Company determines whether an entity should be consolidated by first evaluating whether it holds a variable interest in the entity. Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. The Company factors in all economic interests, including proportionate interests through related parties, to determine if fees are considered a variable interest. As the Company’s interests in funds are primarily management fees, carried interest, incentive fees, and/or insignificant direct or indirect equity interests through related parties, the Company is not considered to have a variable interest in these entities. Entities that are not VIEs are further evaluated for consolidation under the voting interest model.
Variable Interest Model
The Company considers an entity to be a VIE if any of the following conditions exist: (i) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (ii) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns; or (iii) the voting rights of some equity investors are disproportionate to their obligation 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.
The Company consolidates all VIEs for which it is the primary beneficiary. The Company determines it is the primary beneficiary when it has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE.
The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders the conclusion. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively, however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed. This analysis requires judgment. These judgments include: (i) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support; (ii) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity; (iii) determining whether two or more parties’ equity interests should be aggregated; (iv) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity; and (v) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and hence would be deemed the primary beneficiary.
Consolidated CLOs
As of December 31, 2024 and 2023, the Company consolidated 27 and 28 CLOs (“Consolidated CLOs”), respectively.
The Company has determined that the fair value of the financial assets of the Consolidated CLOs, which are mostly Level II assets within the GAAP fair value hierarchy, are more observable than the fair value of the financial liabilities of its Consolidated CLOs, which are mostly Level III liabilities within the GAAP fair value hierarchy. As a result, the financial assets of Consolidated CLOs are measured at fair value and the financial liabilities of the Consolidated CLOs are measured in consolidation as: (i) the sum of the fair value of the financial assets, and the carrying value of any nonfinancial assets held
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
temporarily, less (ii) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services), and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interests retained by the Company).
The loan obligations issued by the CLOs are collateralized by diversified asset portfolios and by structured debt or equity. In exchange for managing the collateral for the CLOs, the Company typically earns a variety of management fees, including senior and subordinated management fees, and in some cases, contingent incentive fee income. Investors in the CLOs generally have no recourse against the Company for any losses sustained in the capital structure of each CLO.
Fair Value Measurements
GAAP establishes a hierarchical disclosure framework that prioritizes the inputs used in measuring financial instruments at fair value into three levels based on their market price observability. Market price observability is affected by a number of factors, including the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or for which fair value can be measured based on actively quoted prices generally have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value.
Financial assets and liabilities measured and reported at fair value are classified as follows:
• Level I —Quoted prices in active markets for identical instruments.
• Level II —Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in inactive markets; and model-derived valuations with directly or indirectly observable significant inputs. Level II inputs include prices in markets with few transactions, non-current prices, prices for which little public information exists or prices that vary substantially over time or among brokered market makers. Other inputs include interest rate, yield curve, volatility, prepayment risk, loss severity, credit risk and default rate.
• Level III —Valuations that rely on one or more significant unobservable inputs. These inputs reflect the Company’s assessment of the assumptions that market participants would use to value the instrument based on the best information available.
Management's determination of fair value includes various valuation techniques. These techniques may include market approach, recent transaction price, net asset value (“NAV”) approach, discounted cash flows, and may use one or more significant unobservable inputs such as EBITDA or revenue multiples, discount rates, weighted average cost of capital, exit multiples, terminal growth rates and other unobservable inputs.
In some instances, an instrument may fall into more than one level of the fair value hierarchy. In such instances, the instrument’s level within the fair value hierarchy is based on the lowest of the three levels (with Level III being the lowest) that is significant to the fair value measurement. The Company’s assessment of the significance of an input requires judgment and considers factors specific to the instrument. The Company accounts for the transfer of assets into or out of each fair value hierarchy level as of the beginning of the reporting period (see “Note 5. Fair Value” for further detail).
Cash and Cash Equivalents
Cash and cash equivalents for the Company includes investments with maturities at purchase of less than three months, money market funds and demand deposits. Cash and cash equivalents held at Consolidated Funds represents cash that, although not legally restricted, is not available to support the general liquidity needs of the Company, as the use of such amounts is generally limited to the activities of the Consolidated Funds.
As of December 31, 2024 and 2023, the Company had cash balances with financial institutions in excess of Federal Deposit Insurance Corporation insured limits. The Company monitors the credit standing of these financial institutions.
Investments held in trust account
Investments held in trust account represents funds raised through the initial public offerings of the Company’s sponsored SPACs that are presented within Consolidated Funds. The funds raised are held in a trust account that is restricted for
F-11
Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
use and may only be used for purposes of completing an initial business combination or redemption of public shares as set forth in the trust agreement. The portfolio of investments for the SPACs is comprised of United States (“U.S.”) government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The U.S. Treasury securities typically have original maturities of six months or less when purchased and are recorded at fair value. Interest income received on such investments is separately presented from the overall change in fair value and is recognized within interest and other income of Consolidated Funds within the Consolidated Statements of Operations. Any remaining change in fair value of such investments, that is not recognized as interest income, is recognized within net realized and unrealized gains on investments of Consolidated Funds within the Consolidated Statements of Operations. As of December 31, 2024 and 2023, the SPACs are invested in U.S Treasury securities.
Investments
The investments of the Company are reflected within the Consolidated Statements of Financial Condition at fair value, with unrealized appreciation (depreciation) resulting from changes in fair value reflected as a component of net realized and unrealized gains on investments within the Consolidated Statements of Operations. Certain investments are denominated in foreign currency and are translated into U.S. dollars at each reporting date.
Equity Method Investments
The Company accounts for its investments in which it has or is otherwise presumed to have significant influence, including investments in unconsolidated funds, strategic investments and carried interest, using the equity method of accounting. The carrying amounts of equity method investments are reflected in investments within the Consolidated Statements of Financial Condition. The carrying value of investments accounted for using equity method accounting is determined based on amounts invested by the Company, adjusted for the equity in earnings or losses of the investee allocated based on the respective partnership agreements, less distributions received.
The Company evaluates the equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Except for carried interest, the Company’s share of the investee’s income and expenses for the Company’s equity method investments is presented either within principal investment income or net realized and unrealized gains on investments within the Consolidated Statements of Operations. Carried interest allocation is presented separately as a revenue line item within the Consolidated Statements of Operations, and the accrued carried interest is presented within investments within the Consolidated Statements of Financial Condition.
In addition, certain of the Company's equity method investments are reported at fair value. 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. Changes in the fair value of such instruments with the fair value option elected are presented within net realized and unrealized gains on investments within the Consolidated Statements of Operations.
Derivative Instruments
In the normal course of business, the Company and the Consolidated Funds are exposed to certain risks relating to their ongoing operations and use various types of derivative instruments primarily to mitigate against interest rate and foreign exchange risk. The derivative instruments are not designated as hedging instruments under the accounting standards for derivatives and hedging. The Company uses various derivative instruments from time to time depending on the risks being managed and generally include foreign currency forward contracts, interest rate swaps, asset swaps and warrants.
The Company reports each of its derivative instruments at fair value within the Consolidated Statements of Financial Condition as either other assets or accounts payable, accrued expenses and other liabilities, respectively. These amounts may be offset to the extent that there is a legal right to offset and if elected by management.
Derivative instruments are marked-to-market daily based upon quotations from pricing services or by the Company and the change in value, if any, is recorded as an unrealized gain (loss). Upon settlement of the instrument, the Company records any realized gain (loss). Changes in value are reflected within net realized and unrealized gains on investments within the Consolidated Statements of Operations.
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition, including the fair value of certain elements of contingent consideration, is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Contingent consideration obligations are recognized as of the acquisition date at fair value based on the probability that contingency will be realized. Any fair value of purchase consideration in excess of the fair value of the assets acquired less liabilities assumed is recorded as goodwill. Conversely, any excess of the fair value of the net assets acquired over the purchase consideration is recognized as a bargain purchase gain. Critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates. The acquisition method of accounting allows for a measurement period for up to one year after the acquisition date to make adjustments to the purchase price allocation as the Company obtains more information regarding asset valuations and liabilities assumed. Acquisition-related costs incurred in connection with a business combination are expensed as incurred.
Goodwill and Intangible Assets
Intangible Assets
The Company’s finite-lived intangible assets consists primarily of contractual rights to earn future management fees from the acquired management contracts. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from approximately 1.0 to 13.5 years. The purchase price of an acquired management contract is treated as an intangible asset and is amortized over the life of the contract. Amortization is included as part of general, administrative and other expenses within the Consolidated Statements of Operations.
The Company tests finite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable. The Company evaluates impairment by comparing the estimated undiscounted cash flows attributable to the intangible asset being evaluated with its carrying amount. If an impairment is determined to exist by management, the Company accelerates amortization expense so that the carrying amount represents fair value. The Company estimates fair value using a discounted future cash flow methodology.
The Company tests indefinite-lived intangible assets annually for impairment. If, after assessing qualitative factors, the Company believes that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the Company will evaluate impairment quantitatively to determine and record the amount of impairment as the excess of the carrying amount of the indefinite-lived intangible asset over its fair value.
The Company also tests indefinite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable or if these assets are subsequently determined to have a finite useful life. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s strategic plans with regard to the indefinite-lived intangible assets.
Goodwill
Goodwill represents the excess of purchase price of an acquired business over the fair value of its identifiable net assets. The Company tests goodwill annually for impairment. If, after assessing qualitative factors, the Company believes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company will evaluate impairment quantitatively and record the amount of goodwill impairment as the excess of the carrying amount of the reporting unit over its fair value.
The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that it is more likely than not to reduce the fair value of the reporting unit below its carrying amount. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. Due to the uncertainties associated with such estimates, actual results could differ from such estimates .
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Fixed Assets
Fixed assets, consisting of furniture, fixtures, computer hardware, equipment, internal-use software and leasehold improvements are recorded at cost, less accumulated depreciation and amortization. Fixed assets are presented within other assets within the Company’s Consolidated Statements of Financial Condition.
Direct costs associated with developing, purchasing or otherwise acquiring software for internal use are capitalized and amortized on a straight-line basis over the expected useful life of the software, beginning when the software is ready for its intended purpose. Costs incurred for upgrades and enhancements that will not result in additional functionality are expensed as incurred.
Fixed assets are depreciated or amortized on a straight-line basis over an asset’s estimated useful life, with the corresponding depreciation and amortization expense presented within general, administrative and other expenses within the Company’s Consolidated Statements of Operations. The estimated useful life for leasehold improvements is the lesser of the lease term or the life of the asset, with a maximum of ten years , while other fixed assets and internal-use software are generally depreciated between three and seven years . Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Leases
The Company has entered into operating and finance leases for corporate offices and certain equipment and makes the determination if an arrangement constitutes a lease at inception. Operating leases are presented within right-of-use operating lease assets and operating lease liabilities within the Company’s Consolidated Statements of Financial Condition. Finance lease assets are capitalized as a component of fixed assets and finance lease liabilities are presented within accounts payable, accrued expenses and other liabilities within the Consolidated Statements of Financial Condition. Leases with an initial term of 12 months or less are expensed as incurred and not capitalized within the Consolidated Statements of Financial Condition.
Right-of-use operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and corresponding lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The right-of-use operating lease asset also includes any lease prepayments and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the company will exercise that option. Lease expense is primarily recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately.
Non-Controlling Interests
The non-controlling interests in AOG entities represent a component of equity and net income attributable to the owners of the Ares Operating Group Units (“AOG Units”) that are not held directly or indirectly by the Company. These owners consist predominantly of Ares Owners Holdings L.P. but also include other strategic distribution partnerships with whom the Company has established joint ventures and other non-controlling strategic investors. Non-controlling interests in AOG entities are adjusted for contributions to and distributions from AOG during the reporting period and are allocated income from the AOG entities either based on their historical ownership percentage for the proportional number of days in the reporting period or based on the activity associated with certain membership interests.
The non-controlling interests in Consolidated Funds represents a component of equity and net income attributable to ownership interests that third parties hold in Consolidated Funds.
Redeemable Interest
Redeemable interest in AOG entities was established in connection with the SSG Acquisition as described in “Note 13. Equity and Redeemable Interest.” Redeemable interest in AOG entities was initially recorded at fair value on the date of acquisition within mezzanine equity within the Consolidated Statements of Financial Condition. Income (loss) is allocated based on the ownership percentage attributable to the redeemable interest. The Company determined that the redemption of the
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
redeemable interest is probable as of the date of acquisition. At each balance sheet date, the carrying value of the redeemable interest is presented at the redemption amount, to the extent that the redemption amount exceeds the initial measurement on the date of acquisition. The Company recognizes changes in the redemption amount with corresponding adjustments against retained earnings, or additional paid-in-capital in the absence of retained earnings, within stockholders’ equity within the Consolidated Statements of Financial Condition.
Redeemable interest in Consolidated Funds represent the Class A ordinary shares issued by each of the Company’s sponsored SPACs, as applicable. The Class A ordinary shares issued by the SPACs (the “Class A ordinary shares”) are redeemable for cash by the public shareholders in the event that they do not complete a business combination or tender offer associated with shareholder approval provisions. The Class A ordinary shareholders have redemption rights that are considered to be outside of the SPAC’s control.
Revenue Recognition
The Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company’s revenue is based on contracts with a determinable transaction price and distinct performance obligations with probable collectability. Revenues are not recognized until the performance obligation(s) are satisfied.
Management Fees
Management fees are generally based on a defined percentage of fair value of assets, total commitments, invested capital, NAV, NAV plus unfunded commitments, total assets or par value of the investment portfolios managed by the Company. Principally all management fees are earned from affiliated funds of the Company. The contractual terms of management fees vary by fund structure and investment strategy. Management fees are recognized as revenue in the period advisory services are rendered, subject to the Company’s assessment of collectability.
Management fees also include a quarterly fee on the net investment income (“Part I Fees”) of the following publicly-traded and perpetual wealth vehicles:
Vehicle Annual Fee Rate Strategy Fee Base
Credit Group
ARCC Part I Fees 20.00 % U.S. Direct Lending Net investment income (before ARCC Part I Fees and ARCC Part II Fees), subject to a fixed hurdle rate of 1.75 % per quarter, or 7.00 % per annum. No fees are recognized until net investment income exceeds a 1.75 % hurdle rate, with a catch-up provision to ensure that the Company receives 20.00 % of the net investment income from the first dollar earned
ASIF Part I Fees
12.50 % U.S. Direct Lending Net investment income (before ASIF Part I Fees and ASIF Part II Fees), subject to a fixed hurdle rate of 1.25 % per quarter, or 5.00 % per annum. No fees are recognized until 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
CADC Part I Fees 15.00 % U.S. Direct Lending Net investment income (before CADC Part I Fees), subject to a fixed hurdle rate of 1.50 % per quarter, or 6.00 % per annum. No fees are recognized until net investment income exceeds the hurdle rate, with a catch-up provision to ensure that the Company receives 15.00 % of the net investment income from the first dollar earned
Open-ended European Direct Lending Fund Part I Fees 12.50 % European Direct Lending Net investment income (before open-ended European direct lending fund Part I Fees and open-ended European direct lending fund Part II Fees), subject to a fixed hurdle rate of 1.25 % per quarter, or 5.00 % per annum. No fees are recognized until 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
Real Assets Group
Infrastructure Private BDC Part I Fees 12.50 % Infrastructure Opportunities Net investment income (before infrastructure private BDC Part I Fees and infrastructure private BDC Part II Fees), subject to a fixed hurdle rate of 1.25 % per quarter, or 5.00 % per annum. No fees are recognized until 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
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Carried Interest Allocation
In certain fund structures, carried interest is allocated to the Company based on cumulative fund performance to date, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s investment management agreement. At the end of each reporting period, a fund will allocate carried interest applicable to the Company based upon an assumed liquidation of that fund’s net assets on the reporting date, irrespective of whether such amounts have been realized. Carried interest is recorded to the extent such amounts have been allocated, and may be subject to reversal to the extent that the amount allocated exceeds the amount due to the general partner or investment manager based on a fund’s cumulative investment returns.
As the fair value of underlying assets varies between reporting periods, it is necessary to make adjustments to amounts recorded as carried interest to reflect either: (i) positive performance resulting in an increase in the carried interest allocated to the Company; or (ii) negative performance that would cause the amount due to the Company to be less than the amount previously recognized as revenue, resulting in a reversal of previously recognized carried interest allocated to the Company. Accrued carried interest as of the reporting date is recorded within investments within the Consolidated Statements of Financial Condition.
Carried interest is realized when an underlying investment is profitably disposed of, or upon the return of each limited partner’s capital plus a preferred return, and the fund’s cumulative returns are in excess of the specific hurdle rates as defined in the applicable investment management agreements or governing documents. Since carried interest is subject to reversal, the Company may need to accrue for potential repayment of previously received carried interest. This accrual represents all amounts previously distributed to the Company that would need to be repaid to the funds if the funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual repayment obligations, however, generally does not become realized until the end of a fund’s life.
The Company accounts for carried interest, which represents a performance-based capital allocation from an investment fund to the Company, as earnings from financial assets within the scope of ASC 323, Investments—Equity Method and Joint Ventures . The Company recognizes carried interest allocation as a separate revenue line item in the Consolidated Statements of Operations with accrued carried interest as of the reporting date reported within investments within the Consolidated Statements of Financial Condition. Carried interest allocation is earned from affiliated funds of the Company.
Incentive Fees
Incentive fees earned on the performance of certain fund structures, typically in credit funds and certain real estate and secondaries funds, are recognized based on the fund’s performance during the period, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s investment management agreement. Incentive fees are realized at the end of a measurement period, typically annually. Once realized, such fees are no longer subject to reversal.
Principal Investment Income
Principal investment income consists of interest and dividend income and net realized and unrealized gain (loss) from the equity method investments that the Company manages.
Administrative, Transaction and Other Fees
The Company earns other sources of revenue that are classified as administrative, transaction or other fees. These fees are recognized as revenue in the period in which the related services are rendered. 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 perpetual wealth vehicles and 1031 exchange programs. Other fees may also include: (i) various property-related fees earned from certain real estate funds, such as acquisition, development and property management; and (ii) capital markets transaction fees earned for participating as an underwriter and/or acting as an advisor on capital markets transactions.
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Equity-Based Compensation
The Company recognizes expense related to equity-based compensation for which it receives employee services in exchange for equity instruments of the Company. Equity-based compensation expense represents expenses associated with restricted units and restricted stock (collectively, “unvested awards”) granted under the 2023 Equity Incentive Plan (the “Equity Incentive Plan”).
Equity-based compensation expense for unvested awards is determined based on the fair value of the respective equity award on the grant date and is recognized on a straight-line basis over the requisite service period with a corresponding increase in additional paid-in-capital. The grant date fair value of these equity awards is determined by the most recent closing price of shares of the Company’s Class A common stock.
The Company recognizes share-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction in compensation expense is determined based on the specific awards forfeited during that period.
The holders of restricted units, other than awards that have not yet been issued as described in Note 12. Equity Compensation, generally have the right to receive as current compensation an amount in cash equal to: (i) the amount of any dividend paid with respect to a share of Class A common stock multiplied by (ii) the number of restricted units held at the time such dividends are declared (“Dividend Equivalent”). When units are forfeited, the cumulative amount of Dividend Equivalents previously paid is reclassified to compensation and benefits expense within the Consolidated Statements of Operations.
The Company records deferred tax assets or liabilities for equity compensation plan awards based on deductions for income tax purposes of equity-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company is expected to receive a tax deduction. In addition, differences between the deferred tax assets recognized in accordance with GAAP and the actual tax deduction reported in the Company’s income tax returns are presented within income tax expense within the Consolidated Statements of Operations before taking into consideration the tax effects of the investment in AOG.
Equity-based compensation expense is presented within compensation and benefits within the Consolidated Statements of Operations.
Performance Related Compensation
The Company has agreed to pay to certain professionals a portion of the carried interest and incentive fees earned from certain funds, including income from Consolidated Funds that is eliminated in consolidation. Depending on the nature of each fund, carried interest and incentive fees may be structured as a fixed percentage subject to vesting based on continued employment or service (a period not to exceed six years ) or as an annual award that is payable for the particular performance year if the recipient remains employed through the payment date. Other limitations may apply to carried interest and incentive fees as set forth in the applicable governing documents of the fund or award documentation. Performance related compensation is recognized in the same period that the related carried interest and incentive fees are recognized. Performance related compensation can be reversed during periods when there is a reversal of carried interest that was previously recognized.
Performance related compensation payable represents the amounts payable to professionals who are entitled to a proportionate share of carried interest in one or more funds and include the associated payroll-related taxes. The liability is calculated based upon the changes to realized and unrealized carried interest. Performance related compensation payable may include any unpaid allocations to charitable organizations as part of the Company’s philanthropic initiatives.
Net Realized and Unrealized Gains/(Losses) on Investments
Realized gains (losses) may occur when the Company redeems all or a portion of its investment, when the Company receives dividends or distributions, or at the end of an investment’s life. Unrealized appreciation (depreciation) results from changes in the fair value of the underlying investment as well as from the reversal of previously recognized unrealized appreciation (depreciation) at the time an investment is realized. Realized and unrealized gains (losses) are presented together as net realized and unrealized gains on investments within the Consolidated Statements of Operations. Also, the Company’s share of the investee’s income and expenses for the Company’s equity method investments that it does not manage is presented within net realized and unrealized gains on investments.
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Interest and Dividend Income
Interest, dividends and other investment income are included within interest and dividend income. Interest income is recognized on an accrual basis using the effective interest method to the extent that such amounts are expected to be collected. Dividends and other investment income are recorded when the right to receive payment is established .
Foreign Currency
The U.S. dollar is the Company’s functional currency; however, certain transactions of the Company may not be denominated in U.S. dollars. Income and expense and gain and loss transactions denominated in foreign currencies are generally translated into U.S. dollars monthly using the average exchange rates during the respective transaction period. Foreign exchange revaluation arising from these transactions is recognized within other income, net within the Consolidated Statements of Operations. For the year ended December 31, 2024, the Company recognized $ 0.6 million in transaction gains related to foreign currencies revaluation. For the years ended December 31, 2023 and 2022, the Company recognized $ 9.1 million and $ 13.5 million, respectively, in transaction losses related to foreign currencies revaluation.
In addition, the consolidated results include certain foreign subsidiaries that use functional currencies other than the U.S. dollar. Assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the prevailing exchange rates as of the reporting date. Translation adjustments resulting from this process are recorded to currency translation adjustment in accumulated other comprehensive income.
Income Taxes
The Company elects to be taxed as a corporation and all earnings allocated to the Company are subject to U.S. corporate income taxes. A provision for corporate level income taxes imposed on unrealized gains and income items as well as taxes imposed on certain subsidiaries’ earnings is included in the consolidated tax provision. Also included in the consolidated tax provision are entity level income taxes incurred by certain Consolidated Funds. The portion of consolidated earnings not allocated to the Company flows through to owners of the AOG entities without being taxed at the corporate level.
Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized as income, in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current and deferred tax liabilities are reported on a net basis and the deferred tax assets, net is presented within other assets within the Consolidated Statements of Financial Condition.
The Company analyzes its tax filing positions in all U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns for all open tax years in these jurisdictions. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized. The amount of unrecognized tax benefits (“UTBs”) is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. Both accrued interest and penalties related to UTBs, when incurred, are presented within general, administrative and other expenses within the Consolidated Statements of Operations.
Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties under GAAP. The Company reviews its tax positions quarterly and adjusts its tax balances as new legislation is passed or new information becomes available.
Earnings Per Share
Basic earnings per share of Class A and non-voting common stock is computed by dividing income available to Class A and non-voting common stockholders by the weighted-average number shares of Class A and non-voting common stock outstanding during the period. Income available to Ares Management Corporation represents net income attributable to Class A
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
and non-voting common stockholders after giving effect to the Series B mandatory convertible preferred stock dividends declared. Basic earnings per share of Class A and non-voting common stock is computed by using the two-class method. The two-class method is an earnings allocation method under which earnings per share is calculated for shares of Class A and non-voting common stock and participating securities considering both dividends declared (or accumulated) and participation rights in undistributed earnings as if all such earnings had been distributed during the period. Because the holders of unvested restricted units have the right to participate in dividends when declared, the unvested restricted units are considered participating securities to the extent they are expected to vest.
Diluted earnings per share of Class A and non-voting common stock is computed by dividing income available to Class A and non-voting common stockholders by the weighted-average number of shares of Class A and non-voting common stock outstanding during the period, increased to include the number of additional shares of Class A common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding options to acquire shares of Class A common stock, unvested restricted units, Series B mandatory convertible preferred stock and AOG Units exchangeable for shares of Class A common stock. The effect of potentially dilutive securities is reflected in diluted earnings per share of Class A and non-voting common stock using the more dilutive result of the treasury stock and if-converted methods or the two-class method. The treasury stock method is used to determine potentially dilutive securities resulting from options and unvested restricted units granted under the Equity Incentive Plan. The if-converted method is used to determine the potentially dilutive effect resulting from the conversion of shares of the Series B mandatory convertible preferred stock to shares of Class A common stock as of the beginning of the period.
Comprehensive Income
Comprehensive income consists of net income and foreign currency translation adjustments.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.
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. The Company has concluded this guidance does not have a material impact on its consolidated financial statements. Information presented within “Note 14. Segment Reporting” reflects the impact from adoption of ASU 2023-07.
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.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . ASU 2024-03 requires disaggregated disclosure of certain expenses in the notes to the consolidated financial statements, including purchases of inventory, employee compensation, depreciation and intangible asset amortization. The amendments in this update also require disclosure of: (i) the expense captions from the Consolidated Statements of Operations that include each of the relevant expense categories; (ii) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iii) total selling expenses and a definition of such expenses. ASU 2024-03 is effective for the Company’s fiscal year ending December 31, 2027. Early adoption is permitted and the amendments in this update may be applied on a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
3. GOODWILL AND INTANGIBLE ASSETS
Intangible Assets, Net
The following table summarizes the carrying value, net of accumulated amortization, of the Company’s intangible assets:
Weighted Average Amortization Period (in years) as of December 31, 2024 As of December 31,
2024 2023
Management contracts 4.0 $ 590,675 $ 604,242
Client relationships 7.7 210,720 200,920
Other 0.0 500 500
Finite-lived intangible assets 801,895 805,662
Foreign currency translation ( 789 ) 1,126
Total finite-lived intangible assets 801,106 806,788
Less: accumulated amortization ( 393,078 ) ( 316,093 )
Finite-lived intangible assets, net 408,028 490,695
Indefinite-lived management contracts 567,800 567,800
Intangible assets, net $ 975,828 $ 1,058,495
On December 1, 2024, a subsidiary of the Company completed the acquisition of all the equity interests in Walton Street Capital Mexico S. de R.L. de C.V. and certain of its affiliates (“WSM”) (the “WSM Acquisition”). WSM is a real estate asset management platform focused primarily on the industrial real estate sector in Mexico. The results of WSM are presented within the Real Assets Group. The Company allocated $ 27.0 million and $ 9.8 million of the purchase price to the fair value of the acquired management contracts and client relationships, respectively. The acquired management contracts and client relationships had a weighted average amortization period from the date of acquisition of 6.7 years and 10.0 years, respectively.
During the year ended December 31, 2024, the Company recorded a non-cash impairment charge of $ 8.9 million to the fair value of management contracts of certain funds within the Credit Group, Real Assets Group and Secondaries Group. The primary indicator of impairment was the lower than expected future fee revenue generated from these funds. During the year ended December 31, 2023, the Company recorded a non-cash impairment charge of $ 78.7 million primarily related to the value of client relationships from the acquisition of Landmark Partners, LLC (the “Landmark Acquisition”). The primary indicator of impairment was the lower than expected fee paying assets under management in a private equity secondaries fund from existing investors as of the date of the Landmark Acquisition. During the year ended December 31, 2022, the Company recorded non-cash impairment charges of $ 181.6 million related to rebranding of its secondaries group as Ares Secondaries and discontinued the ongoing use of the Landmark trade name, and fair value of management contracts in connection with lower than expected fee paying assets under management.
Amortization expense associated with intangible assets, excluding the accelerated amortization described above, was $ 116.3 million, $ 126.0 million and $ 133.6 million for the years ended December 31, 2024, 2023 and 2022, respectively, and has been presented within general, administrative and other expenses within in the Consolidated Statements of Operations. During the year ended December 31, 2024, the Company removed $ 47.5 million of fully-amortized management contracts.
As of December 31, 2024, future annual amortization of finite-lived intangible assets for the years 2025 through 2029 and thereafter is estimated to be:
Year Amortization
2025 $ 107,317
2026 81,538
2027 70,153
2028 46,236
2029 39,859
Thereafter 62,925
Total $ 408,028
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Goodwill
The following table summarizes the carrying value of the Company’s goodwill:
Credit Group Real Assets Group Private Equity Group Secondaries Group
Other
Total
Balance as of December 31, 2022
$ 32,196 $ 277,183 $ 48,070 $ 417,620 $ 224,587 $ 999,656
Acquisitions — 22 124,392 — — 124,414
Reallocation 224,587 — — — ( 224,587 ) —
Foreign currency translation ( 104 ) — — 10 — ( 94 )
Balance as of December 31, 2023 256,679 277,205 172,462 417,630 — 1,123,976
Acquisitions — 35,091 4,605 — — 39,696
Reallocation 55,658 — ( 55,658 ) — — —
Foreign currency translation ( 305 ) ( 727 ) ( 1 ) ( 3 ) — ( 1,036 )
Balance as of December 31, 2024 $ 312,032 $ 311,569 $ 121,408 $ 417,627 $ — $ 1,162,636
In connection with the WSM Acquisition, the Company allocated $ 28.4 million of the purchase price to goodwill.
In connection with the segment reorganization of the former special opportunities strategy as described in “Note 14. Segment Reporting,” the Company had an associated change in its reporting units and reallocated goodwill of $ 55.7 million from the Private Equity Group to the Credit Group using a relative fair value allocation approach in the first quarter of 2024.
In connection with the acquisition of the investment management business and related operating entities collectively doing business as Crescent Point Capital (“Crescent Point”) (the “Crescent Point Acquisition”) in the fourth quarter of 2023, the Company allocated $ 124.4 million of the purchase price to goodwill.
In connection with the SSG Buyout in the first quarter of 2023 as described in “Note 13. Equity and Redeemable Interest, the former Ares SSG reporting unit has been transferred in its entirety to the Credit Group and the total goodwill of $ 224.6 million has been reallocated accordingly.
There was no impairment of goodwill recorded during the years ended December 31, 2024 and 2023. The impact of foreign currency translation adjustments are reflected within the Consolidated Statements of Comprehensive Income.
4. INVESTMENTS
The following table summarizes the Company’s investments:
As of Percentage of total investments as of
December 31, December 31,
2024 2023 2024 2023
Equity method investments:
Equity method - carried interest
$ 3,495,115 $ 3,413,007 75.2 % 73.8 %
Equity method private investment partnership interests - principal 536,912 535,292 11.6 11.6
Equity method private investment partnership interests and other (held at fair value) 411,417 418,778 8.9 9.0
Equity method private investment partnership interests and other 55,461 44,989 1.2 1.0
Total equity method investments 4,498,905 4,412,066 96.9 95.4
Collateralized loan obligations 19,040 20,799 0.4 0.4
Fixed income securities 22,793 105,495 0.5 2.3
Collateralized loan obligations and fixed income securities, at fair value 41,833 126,294 0.9 2.7
Common stock, at fair value 104,037 86,572 2.2 1.9
Total investments $ 4,644,775 $ 4,624,932
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Equity Method Investments
The Company’s equity method investments include investments that are not consolidated but over which the Company exerts significant influence. The Company evaluates each of its equity method investments to determine if any were significant as defined by guidance from the SEC. As of and for the years ended December 31, 2024, 2023 and 2022, no individual equity method investment held by the Company met the significance criteria.
The following tables present summarized financial information for the Company’s equity method investments, which are primarily funds managed by the Company:
As of and for the Year Ended December 31, 2024
Credit Group Real Assets Group Private Equity Group Secondaries Group Other
Total
Statement of Financial Condition
Investments $ 24,635,069 $ 19,966,560 $ 5,906,807 $ 15,191,773 $ 35,804 $ 65,736,013
Total assets 27,987,915 21,368,342 5,897,152 15,632,653 36,519 70,922,581
Total liabilities 6,403,988 7,535,764 151,502 4,304,893 100 18,396,247
Total equity 21,583,927 13,832,578 5,745,650 11,327,760 36,419 52,526,334
Statement of Operations
Revenues $ 2,357,057 $ 1,018,717 $ 196,756 $ 10,508 $ — $ 3,583,038
Expenses ( 893,272 ) ( 564,678 ) ( 67,667 ) ( 507,192 ) ( 1,001 ) ( 2,033,810 )
Net realized and unrealized gains (losses) from investments 556,170 382,681 496,096 208,947 ( 417 ) 1,643,477
Income tax expense ( 5,884 ) ( 9,341 ) ( 27,554 ) — — ( 42,779 )
Net income (loss) $ 2,014,071 $ 827,379 $ 597,631 $ ( 287,737 ) $ ( 1,418 ) $ 3,149,926
As of and for the Year Ended December 31, 2023
Credit Group Real Assets Group Private Equity Group Secondaries Group Other
Total
Statement of Financial Condition
Investments $ 23,032,497 $ 17,757,664 $ 5,305,566 $ 13,497,266 $ 38,212 $ 59,631,205
Total assets 24,694,682 18,792,446 5,431,332 13,808,556 38,284 62,765,300
Total liabilities 5,163,355 6,528,302 119,894 3,632,879 418 15,444,848
Total equity 19,531,327 12,264,144 5,311,438 10,175,677 37,866 47,320,452
Statement of Operations
Revenues $ 2,584,262 $ 1,036,710 $ 133,749 $ 1,960 $ — $ 3,756,681
Expenses ( 862,257 ) ( 632,433 ) ( 88,841 ) ( 482,478 ) ( 1,658 ) ( 2,067,667 )
Net realized and unrealized gains (losses) from investments 525,776 ( 599,200 ) 322,165 373,064 ( 7,316 ) 614,489
Income tax benefit (expense) ( 28,334 ) ( 10,197 ) 22,587 — ( 19 ) ( 15,963 )
Net income (loss) $ 2,219,447 $ ( 205,120 ) $ 389,660 $ ( 107,454 ) $ ( 8,993 ) $ 2,287,540
As of and for the Year Ended December 31, 2022
Credit Group Real Assets Group Private Equity Group Secondaries Group Other
Total
Statement of Operations
Revenues $ 1,552,306 $ 618,796 $ 60,935 $ 2,874 $ — $ 2,234,911
Expenses ( 515,535 ) ( 357,845 ) ( 76,527 ) ( 289,741 ) ( 1,500 ) ( 1,241,148 )
Net realized and unrealized gains (losses) from investments ( 230,076 ) 304,068 ( 239,720 ) ( 11,173 ) 1,365 ( 175,536 )
Income tax benefit (expense) ( 5,870 ) ( 36,501 ) 1,238 — ( 10 ) ( 41,143 )
Net income (loss) $ 800,825 $ 528,518 $ ( 254,074 ) $ ( 298,040 ) $ ( 145 ) $ 777,084
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following table presents the Company’s other income, net from its equity method investments, which were included within principal investment income, net realized and unrealized gains on investments, and interest and dividend income within the Consolidated Statements of Operations:
Year ended December 31,
2024 2023 2022
Total other income, net related to equity method investments
$ 52,350 $ 86,729 $ 21,657
With respect to the Company’s equity method investments, the material assets are expected to generate either long term capital appreciation and/or interest income, the material liabilities are debt instruments collateralized by, or related to, the financing of the assets and net income is materially comprised of the changes in fair value of these net assets.
The following table summarizes the changes in fair value of the Company’s equity method investments held at fair value, which are included within net realized and unrealized gains on investments within the Consolidated Statements of Operations:
Year ended December 31,
2024 2023 2022
Equity method private investment partnership interests and other (held at fair value) $ ( 4,762 ) $ 50,772 $ 5,626
Investments of the Consolidated Funds
The following table summarizes investments held in the Consolidated Funds:
Fair Value as of Percentage of total investments as of
December 31, December 31, December 31, December 31,
2024 2023 2024 2023
Fixed income investments:
Loans and securitization vehicles $ 7,907,449 $ 10,616,458 62.1 % 72.7 %
Money market funds and U.S. treasury securities 550,800 523,038 4.3 3.6
Bonds 418,069 578,949 3.3 4.0
Total fixed income investments 8,876,318 11,718,445 69.7 80.3
Partnership interests 2,000,380 1,642,489 15.7 11.2
Equity securities 1,861,146 1,240,653 14.6 8.5
Total investments, at fair value $ 12,737,844 $ 14,601,587
As of December 31, 2024 and 2023, no single issuer or investment, including derivative instruments and underlying portfolio investments of the Consolidated Funds, had a fair value that exceeded 5.0 % of the Company’s total assets.
5. FAIR VALUE
Financial Instrument Valuations
The valuation techniques used by the Company to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation techniques applied to investments held by the Company and by the Consolidated Funds vary depending on the nature of the investment.
CLOs and CLO loan obligations: The fair value of CLOs held by the Company are estimated based on either a third-party pricing service or broker quote and are classified as Level III. The Company measures its CLO loan obligations of the Consolidated Funds by first determining whether the fair values of the financial assets or financial liabilities of its Consolidated CLOs are more observable.
Contingent consideration: The Company generally determines the fair value of its contingent consideration liabilities by using a probability weighted expected return method, including the Monte Carlo simulation model. These models consider a range of assumptions including historical experience, prior period performance, current progress towards targets, probability-weighted scenarios, and management’s own assumptions. The discount rate used is determined based on the weighted average cost of capital for the Company. Once the associated targets are achieved, the contingent consideration is reported at the
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
settlement amount. The fair value of the Company’s contingent consideration liabilities are classified as Level III. Liabilities recorded in connection with the Company’s contingent consideration are included within accounts payable, accrued expenses and other liabilities in the Consolidated Statements of Financial Condition and the associated changes in fair value are included within other income, net in the Consolidated Statements of Operations.
Corporate debt, bonds, bank loans, securitization vehicles and derivative instruments: The fair value of corporate debt, bonds, bank loans, securitization vehicles and derivative instruments is estimated based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs. These investments are generally classified as Level II. The Company obtains prices from independent pricing services that generally utilize broker quotes and may use various other pricing techniques, which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. If management is only able to obtain a single broker quote, or utilizes a pricing model, such securities will generally be classified as Level III.
Equity and equity-related securities: Securities traded on a national securities exchange are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level I. Securities that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs obtained by the Company from independent pricing services are classified as Level II. Securities that have market prices that are not readily available, utilize valuation models of third-party pricing service or internal models using unobservable inputs to determine the fair value are classified as Level III.
Money market funds and U.S. treasury securities: The fair value of money market funds that invest in treasury-backed securities and U.S. treasury securities is estimated using quoted market prices in active markets. These investments are classified as Level I.
Partnership interests: The Company generally values its investments using the NAV per share equivalent calculated by the investment manager as a practical expedient to determining an independent fair value or estimates based on various valuation models of third-party pricing services, as well as internal models. The Company does not categorize within the fair value hierarchy investments where fair value is measured using the net asset value per share practical expedient.
In limited circumstances, the Company may determine, based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, the Company will estimate the fair value in good faith and in a manner that it reasonably chooses. As of December 31, 2024 and 2023, NAV per share represents the fair value of the Company’s investments in partnership interests.
The substantial majority of the Company’s private commingled funds are closed-ended, and accordingly, do not permit investors to redeem their interests other than in limited circumstances that are beyond the control of the Company, such as instances in which retaining the interest could cause the investor to violate a law, regulation or rule. The Company also has open-ended and evergreen funds where investors have the right to withdraw their capital, subject to the terms of the respective constituent documents, over periods generally ranging from one month to three years . In addition, the Company has minority investments in vehicles that may only have a single other investor that may allow such investors to terminate the fund pursuant to the terms of the applicable constituent documents of such vehicle.
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Fair Value of Financial Instruments Held by the Company and Consolidated Funds
The following tables summarize the financial assets and financial liabilities measured at fair value for the Company and the Consolidated Funds as of December 31, 2024:
Financial Instruments of the Company Level I Level II Level III Investments Measured at NAV Total
Assets, at fair value
Cash equivalents:
Money market funds $ 1,071,071 $ — $ — $ — $ 1,071,071
Investments:
Common stock and other equity securities — 104,037 411,179 — 515,216
Collateralized loan obligations and fixed income securities
— — 41,833 — 41,833
Partnership interests — — — 238 238
Total investments, at fair value — 104,037 453,012 238 557,287
Derivatives-foreign currency forward contracts — 3,737 — — 3,737
Total assets, at fair value $ 1,071,071 $ 107,774 $ 453,012 $ 238 $ 1,632,095
Liabilities, at fair value
Derivatives-foreign currency forward contracts $ — $ ( 216 ) $ — $ — $ ( 216 )
Contingent consideration — — ( 17,550 ) — ( 17,550 )
Total liabilities, at fair value $ — $ ( 216 ) $ ( 17,550 ) $ — $ ( 17,766 )
Financial Instruments of the Consolidated Funds Level I Level II Level III Investments Measured at NAV Total
Assets, at fair value
Investments:
Fixed income investments:
Loans and securitization vehicles $ — $ 7,313,632 $ 593,817 $ — $ 7,907,449
U.S. treasury securities 550,800 — — — 550,800
Bonds — 418,069 — — 418,069
Total fixed income investments 550,800 7,731,701 593,817 — 8,876,318
Partnership interests — — — 2,000,380 2,000,380
Equity securities 28,603 2,615 1,829,928 — 1,861,146
Total investments, at fair value 579,403 7,734,316 2,423,745 2,000,380 12,737,844
Derivatives-foreign currency forward contracts — 2,995 — — 2,995
Total assets, at fair value $ 579,403 $ 7,737,311 $ 2,423,745 $ 2,000,380 $ 12,740,839
Liabilities, at fair value
Loan obligations of CLOs $ — $ ( 9,672,189 ) $ — $ — $ ( 9,672,189 )
Derivatives:
Foreign currency forward contracts — ( 2,888 ) — — ( 2,888 )
Asset swaps — — ( 1,846 ) — ( 1,846 )
Total derivative liabilities, at fair value — ( 2,888 ) ( 1,846 ) — ( 4,734 )
Total liabilities, at fair value $ — $ ( 9,675,077 ) $ ( 1,846 ) $ — $ ( 9,676,923 )
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following tables summarize the financial assets and financial liabilities measured at fair value for the Company and the Consolidated Funds as of December 31, 2023:
Financial Instruments of the Company Level I Level II Level III Investments Measured at NAV Total
Assets, at fair value
Investments:
Common stock and other equity securities $ — $ 86,572 $ 412,491 $ — $ 499,063
Collateralized loan obligations and fixed income securities
— — 126,294 — 126,294
Partnership interests — — — 6,287 6,287
Total investments, at fair value — 86,572 538,785 6,287 631,644
Derivatives-foreign currency forward contracts — 1,129 — — 1,129
Total assets, at fair value $ — $ 87,701 $ 538,785 $ 6,287 $ 632,773
Liabilities, at fair value
Derivatives-foreign currency forward contracts $ — $ ( 2,645 ) $ — $ — $ ( 2,645 )
Total liabilities, at fair value $ — $ ( 2,645 ) $ — $ — $ ( 2,645 )
Financial Instruments of the Consolidated Funds Level I Level II Level III Investments Measured at NAV Total
Assets, at fair value
Investments:
Fixed income investments:
Loans and securitization vehicles $ — $ 9,879,915 $ 736,543 $ — $ 10,616,458
Bonds — 575,379 3,570 — 578,949
U.S. treasury securities 523,038 — — — 523,038
Total fixed income investments 523,038 10,455,294 740,113 — 11,718,445
Partnership interests — — — 1,642,489 1,642,489
Equity securities 47,503 2,750 1,190,400 — 1,240,653
Total investments, at fair value 570,541 10,458,044 1,930,513 1,642,489 14,601,587
Derivatives-foreign currency forward contracts — 9,126 — — 9,126
Total assets, at fair value $ 570,541 $ 10,467,170 $ 1,930,513 $ 1,642,489 $ 14,610,713
Liabilities, at fair value
Loan obligations of CLOs $ — $ ( 12,345,657 ) $ — $ — $ ( 12,345,657 )
Derivatives:
Foreign currency forward contracts — ( 9,491 ) — — ( 9,491 )
Asset swaps — — ( 1,291 ) — ( 1,291 )
Total derivative liabilities, at fair value — ( 9,491 ) ( 1,291 ) — ( 10,782 )
Total liabilities, at fair value $ — $ ( 12,355,148 ) $ ( 1,291 ) $ — $ ( 12,356,439 )
The following tables set forth a summary of changes in the fair value of the Level III measurements:
Level III Assets of the Company Equity Securities Fixed Income Contingent Consideration Total
Balance as of December 31, 2023
$ 412,491 $ 126,294 $ — $ 538,785
Established in connection with acquisition (see Note 8)
— — ( 17,550 ) ( 17,550 )
Transfer in (1)
— 39,636 — 39,636
Transfer out (1)
( 872 ) — — ( 872 )
Purchases (2)
1,453 436,649 — 438,102
Sales/settlements (3)
( 2,382 ) ( 561,492 ) — ( 563,874 )
Realized and unrealized appreciation, net 489 746 — 1,235
Balance as of December 31, 2024
$ 411,179 $ 41,833 $ ( 17,550 ) $ 435,462
Change in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date $ ( 904 ) $ 2,172 $ — $ 1,268
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Level III Net Assets of Consolidated Funds Equity Securities Fixed Income Derivatives, Net Total
Balance as of December 31, 2023 $ 1,190,400 $ 740,113 $ ( 1,291 ) $ 1,929,222
Transfer in (1)
— 87,505 — 87,505
Transfer out (1)
( 1,017 ) ( 154,961 ) — ( 155,978 )
Purchases (2)
518,369 877,311 130 1,395,810
Sales/settlements (3)
( 114 ) ( 960,839 ) — ( 960,953 )
Realized and unrealized appreciation (depreciation), net 122,289 4,688 ( 685 ) 126,292
Balance as of December 31, 2024 $ 1,829,927 $ 593,817 $ ( 1,846 ) $ 2,421,898
Change in net unrealized appreciation/depreciation included in earnings related to financial assets and liabilities still held at the reporting date $ 123,659 $ 2,237 $ ( 744 ) $ 125,152
(1) Transfers in and out include changes in the observability of inputs used in valuations, and changes due to the consolidation and deconsolidation of funds.
(2) Purchases include paid-in-kind interest and securities received in connection with restructurings.
(3) Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.
Level III Assets of the Company Equity Securities Fixed Income Total
Balance as of December 31, 2022
$ 121,785 $ 76,934 $ 198,719
Purchases (1)
244,335 88,480 332,815
Sales/settlements (2)
( 2 ) ( 37,332 ) ( 37,334 )
Realized and unrealized appreciation (depreciation), net 46,373 ( 1,788 ) 44,585
Balance as of December 31, 2023
$ 412,491 $ 126,294 $ 538,785
Change in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date $ 46,161 $ ( 1,577 ) $ 44,584
Level III Net Assets of Consolidated Funds Equity Securities Fixed Income Partnership Interests Derivatives, Net Total
Balance as of December 31, 2022 $ 730,880 $ 869,668 $ 368,655 $ ( 3,556 ) $ 1,965,647
Transfer in (3)
— 247,661 — — 247,661
Transfer out (3)
( 38,757 ) ( 508,600 ) ( 374,049 ) — ( 921,406 )
Purchases (1)
347,583 813,564 49,000 — 1,210,147
Sales/settlements (2)
( 2,595 ) ( 700,944 ) ( 48,889 ) ( 154 ) ( 752,582 )
Realized and unrealized appreciation, net 153,289 18,764 5,283 2,419 179,755
Balance as of December 31, 2023 $ 1,190,400 $ 740,113 $ — $ ( 1,291 ) $ 1,929,222
Change in net unrealized appreciation/depreciation included in earnings related to financial assets and liabilities still held at the reporting date $ 152,336 $ ( 15,623 ) $ — $ 1,590 $ 138,303
(1) Purchases include paid-in-kind interest and securities received in connection with restructurings.
(2) Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.
(3) Transfers in and out include changes in the observability of inputs used in valuations, and changes due to the consolidation and deconsolidation of funds.
Transfers out of Level III were generally attributable to certain investments that experienced a more significant level of market activity during the period and thus were valued using observable inputs either from independent pricing services or multiple brokers. Transfers into Level III were generally attributable to certain investments that experienced a less significant level of market activity during the period and thus were only able to obtain one or fewer quotes from a broker or independent pricing service.
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following tables summarize the quantitative inputs and assumptions used for the Company’s and the Consolidated Funds’ Level III measurements as of December 31, 2024:
Level III Measurements of the Company Fair Value Valuation Technique(s) Significant Unobservable Input(s) Range Weighted Average
Assets
Equity securities
$ 168,387 Transaction price (1)
N/A N/A N/A
100,000 Market approach Yield 8.0 %
8.0 %
57,659 Market approach Multiple of book value 1.0 x - 1.1 x
1.0 x
Discounted cash flow Discount rate 10.0 % - 14.0 %
12.0 %
56,918 Market approach Multiple of book value 1.2 x - 1.7 x
1.4 x
19,205 Option pricing model Volatility 35.0 % 35.0 %
8,489 Market approach Earnings multiple
15.4 x
15.4 x
521 Discounted cash flow Discount rate 18.5 % - 21.5 %
20.0 %
Fixed income investments
22,283 Transaction price (1)
N/A N/A
N/A
19,040 Broker quotes and/or 3rd party pricing services N/A N/A N/A
510 Other N/A N/A N/A
Total assets $ 453,012
Liabilities
Contingent consideration $ ( 17,550 ) Monte Carlo simulation Discount rate 6.6 % - 6.9 %
6.8 %
Volatility 11.1 % 11.1 %
Total liabilities $ ( 17,550 )
Level III Measurements of the Consolidated Funds Fair Value Valuation Technique(s) Significant Unobservable Input(s) Range Weighted Average
Assets
Equity securities
$ 985,109 Discounted cash flow Discount rate 10.0 % - 20.0 %
13.0 %
835,432 Market approach Multiple of book value 1.0 x - 1.7 x
1.4 x
8,598 Market approach EBITDA multiple (2)
5.6 x - 34.6 x
10.7 x
789 Other N/A N/A N/A
Fixed income investments
308,675 Broker quotes and/or 3rd party pricing services N/A N/A N/A
284,950 Market approach Yield 7.4 % - 28.6 %
9.9 %
192 Other N/A N/A N/A
Total assets $ 2,423,745
Liabilities
Derivative instruments $ ( 1,846 ) Broker quotes and/or 3rd party pricing services N/A N/A N/A
Total liabilities $ ( 1,846 )
(1) Transaction price consists of securities purchased or restructured. The Company determined that there was no change to the valuation based on the underlying assumptions used at the closing of such transactions.
(2) “EBITDA” in the table above is a non-GAAP financial measure and refers to earnings before interest, tax, depreciation and amortization.
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following tables summarize the quantitative inputs and assumptions used for the Company’s and the Consolidated Funds’ Level III measurements as of December 31, 2023:
Level III Measurements of the Company Fair Value Valuation Technique(s) Significant Unobservable Input(s) Range Weighted Average
Assets
Equity securities
$ 154,460 Discounted cash flow Discount rate 20.0 % - 30.0 %
25.0 %
118,846 Market approach Multiple of book value 1.3 x - 1.6 x
1.5 x
131,864 Transaction price (1)
N/A N/A N/A
6,447 Market approach Earnings multiple 15.4 x
15.4 x
874 Other N/A N/A N/A
Fixed income investments
83,000 Transaction price (1)
N/A N/A N/A
20,799 Broker quotes and/or 3rd party pricing services N/A N/A N/A
22,495 Other N/A N/A N/A
Total assets $ 538,785
Level III Measurements of the Consolidated Funds Fair Value Valuation Technique(s) Significant Unobservable Input(s) Range Weighted Average
Assets
Equity securities
$ 648,581 Discounted cash flow Discount rate 10.0 % - 16.0 %
13.0 %
537,733 Market approach Multiple of book value 1.0 x - 1.7 x
1.3 x
3,909 Market approach EBITDA multiple (2)
4.5 x - 32.4 x
8.9 x
177 Other N/A N/A N/A
Fixed income investments
548,264 Broker quotes and/or 3rd party pricing services N/A N/A N/A
188,322 Market approach Yield 8.3 % - 24.1 %
12.2 %
2,974 Market approach EBITDA multiple (2)
4.5 x - 32.4 x
9.0 x
104 Discounted cash flow Discount rate 12.3 %
12.3 %
449 Other N/A N/A N/A
Total assets $ 1,930,513
Liabilities
Derivative instruments $ ( 1,291 ) Broker quotes and/or 3rd party pricing services N/A N/A N/A
Total liabilities $ ( 1,291 )
(1) Transaction price consists of securities purchased or restructured. The Company determined that there has been no change to the valuation based on the underlying assumptions used at the closing of such transactions.
(2) “EBITDA” in the table above is a non-GAAP financial measure and refers to earnings before interest, tax, depreciation and amortization.
The Consolidated Funds have limited partnership interests in private equity funds managed by the Company that are valued using NAV per share. The terms and conditions of these funds do not allow for redemptions without certain events or approvals that are outside the Company’s control.
The following table summarizes the investments held at fair value and unfunded commitments of the Consolidated Funds interests valued using NAV per share:
As of December 31,
2024 2023
Investments (held at fair value) $ 2,000,380 $ 1,642,489
Unfunded commitments 932,473 738,621
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
6. DEBT
The following table summarizes the Company’s and its subsidiaries’ debt obligations:
As of December 31, 2024 As of December 31, 2023
Debt Origination Date Maturity Original Borrowing Amount Carrying Value Interest Rate Carrying Value Interest Rate
Credit Facility (1)
Revolving 3/31/2029 N/A $ — — % $ 895,000 6.37 %
2024 Senior Notes (2)
10/8/2014 10/8/2024 $ 250,000 N/A N/A 249,427 4.21
2028 Senior Notes (3)
11/10/2023 11/10/2028 500,000 495,677 6.42 494,863 6.42
2030 Senior Notes (4)
6/15/2020 6/15/2030 400,000 397,501 3.28 397,050 3.28
2052 Senior Notes (5)
1/21/2022 2/1/2052 500,000 484,601 3.77 484,199 3.77
2054 Senior Notes (6)
10/11/2024 10/11/2054 750,000 736,010 5.65 N/A N/A
2051 Subordinated Notes (7)
6/30/2021 6/30/2051 450,000 445,125 4.13 444,941 4.13
Total debt obligations $ 2,558,914 $ 2,965,480
(1) On March 28, 2024, the Company amended the Credit Facility to, among other things, increase the revolver commitments from $ 1.325 billion to $ 1.400 billion, with an accordion feature of $ 600.0 million, and extend the maturity date from March 2027 to March 2029. Ares Holdings is the borrower under the Credit Facility. The Credit Facility has a variable interest rate based on Secured Overnight Financing Rate (“SOFR”) or a base rate plus an applicable margin, which is subject to adjustment based on the achievement of certain environmental, social and governance (“ESG”)-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, 2024, base rate loans bear interest calculated based on the prime 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 . Due to the achievement of ESG-related targets, the Company’s applicable margin and unused commitment fee have been reduced by 0.05 % and 0.01 %, respectively, from July 2023 through June 2025.
(2) The 2024 Senior Notes were issued in October 2014 by Ares Finance Co. LLC, an indirect subsidiary of the Company, at 98.27 % of the face amount with interest paid semi-annually. On October 8, 2024 the Company repaid the 2024 Senior Notes at maturity.
(3) The 2028 Senior Notes were issued in November 2023 by the Company, at 99.80 % of the face amount with interest paid semi-annually. The Company may redeem the 2028 Senior Notes prior to maturity, subject to the terms of the indenture governing the 2028 Senior Notes.
(4) The 2030 Senior Notes were issued in June 2020 by Ares Finance Co. II LLC, an indirect subsidiary of the Company, at 99.77 % of the face amount with interest paid semi-annually. The Company may redeem the 2030 Senior Notes prior to maturity, subject to the terms of the indenture governing the 2030 Senior Notes.
(5) The 2052 Senior Notes were issued in January 2022 by Ares Finance Co. IV LLC, an indirect subsidiary of the Company, at 97.78 % of the face amount with interest paid semi-annually. The Company may redeem the 2052 Senior Notes prior to maturity, subject to the terms of the indenture governing the 2052 Senior Notes.
(6) The 2054 Senior Notes were issued in October 2024 by the Company, at 99.24 % of the face amount with interest paid semi-annually. The Company may redeem the 2054 Senior Notes prior to maturity, subject to the terms of the indenture governing the 2054 Senior Notes.
(7) The 2051 Subordinated Notes were issued in June 2021 by Ares Finance Co. III LLC, an indirect subsidiary of the Company with interest paid semi-annually at a fixed rate of 4.125 %. Beginning June 30, 2026, the interest rate will reset on every fifth year based on the five-year U.S. Treasury Rate plus 3.237 %. The Company may redeem the 2051 Subordinated Notes prior to maturity or defer interest payments up to five consecutive years, subject to the terms of the indenture governing the 2051 Subordinated Notes.
As of December 31, 2024, the Company and its subsidiaries were in compliance with all covenants under the debt obligations.
The Company typically incurs and pays debt issuance costs when entering into a new debt obligation or when amending an existing debt agreement. Debt issuance costs related to the various senior notes (the “Senior Notes”) and the subordinated notes (the “Subordinated Notes”) are recorded as a reduction of the corresponding debt obligation, and debt issuance costs related to the Credit Facility are included within other assets within the Consolidated Statements of Financial Condition. All debt issuance costs are amortized over the remaining term of the related obligation into interest expense within the Consolidated Statements of Operations.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following table presents the activity of the Company’s debt issuance costs:
Credit Facility Senior Notes Subordinated Notes
Unamortized debt issuance costs as of December 31, 2022
$ 5,510 $ 8,393 $ 5,243
Debt issuance costs incurred — 4,315 —
Amortization of debt issuance costs ( 1,297 ) ( 924 ) ( 184 )
Unamortized debt issuance costs as of December 31, 2023
4,213 11,784 5,059
Debt issuance costs incurred 1,832 8,662 —
Amortization of debt issuance costs ( 1,187 ) ( 1,721 ) ( 184 )
Unamortized debt issuance costs as of December 31, 2024 $ 4,858 $ 18,725 $ 4,875
Loan Obligations of the Consolidated CLOs
Loan obligations of the Consolidated Funds that are CLOs (“Consolidated CLOs”) represent amounts due to holders of debt securities issued by the Consolidated CLOs. The Company measures the loan obligations of the Consolidated CLOs using the fair value of the financial assets of its Consolidated CLOs.
The following loan obligations were outstanding and classified as liabilities of the Consolidated CLOs:
As of December 31,
2024 2023
Fair Value of
Loan Obligations Weighted
Average
Interest Rate Weighted
Average
Remaining Maturity
(in years) Fair Value of
Loan Obligations Weighted
Average
Interest Rate Weighted
Average
Remaining Maturity
(in years)
Senior secured notes $ 8,937,972 6.08 % 8.0 $ 11,606,289 6.64 % 8.2
Subordinated notes (1)
734,217 N/A 5.6 739,368 N/A 6.9
Total loan obligations of Consolidated CLOs $ 9,672,189 $ 12,345,657
(1) The notes do not have contractual interest rates; instead, holders of the notes receive a variable rate of interest amounting to the excess cash flows generated by each Consolidated CLO.
Loan obligations of the Consolidated CLOs are collateralized by the assets held by the Consolidated CLOs, consisting of cash and cash equivalents, corporate loans, corporate bonds and other securities. The assets of one Consolidated CLO may not be used to satisfy the liabilities of another Consolidated CLO. Loan obligations of the Consolidated CLOs include floating rate notes, deferrable floating rate notes, revolving lines of credit and subordinated notes. Amounts borrowed under the notes are repaid based on available cash flows subject to priority of payments under each Consolidated CLO’s governing documents. Based on the terms of these facilities, the creditors of the facilities have no recourse to the Company.
Credit Facilities of the Consolidated Funds
Certain Consolidated Funds maintain credit facilities to fund investments between capital drawdowns. These facilities generally are collateralized by the net assets of the Consolidated Funds or the unfunded capital commitments of the Consolidated Funds’ limited partners, bear an annual commitment fee based on unfunded commitments and contain various affirmative and negative covenants and reporting obligations, including restrictions on additional indebtedness, liens, margin stock, affiliate transactions, dividends and distributions, release of capital commitments and portfolio asset dispositions. The creditors of these facilities have no recourse to the Company and only have recourse to a subsidiary of the Company to the extent the debt is guaranteed by such subsidiary. As of December 31, 2024 and 2023, the Consolidated Funds were in compliance with all covenants under such credit facilities.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The Consolidated Funds had the following revolving bank credit facilities outstanding:
As of December 31,
2024 2023
Maturity Date Total Capacity Outstanding Loan (1)
Effective Rate Outstanding Loan (1)
Effective Rate
Credit Facilities:
7/1/2024 $ 18,000 (2)
N/A N/A $ 15,241 6.88 %
9/25/2025 150,000 $ 121,000 8.00 % N/A N/A
9/24/2026 150,000 — — — N/A
6/26/2027 200,000 154,000 7.15 110,000 8.29
9/12/2027 54,000 — — — N/A
Total borrowings of Consolidated Funds $ 275,000 $ 125,241
(1) The fair values of the borrowings approximate the carrying value as the interest rate on the borrowings is a floating rate.
(2) Represents a credit facility of a Consolidated Fund that was repaid on maturity date. The amount represents the total capacity as of December 31, 2023.
7. OTHER ASSETS
The components of other assets were as follows:
As of December 31,
2024 2023
Other assets of the Company:
Accounts and interest receivable $ 169,007 $ 128,756
Fixed assets, net 177,671 122,223
Deferred tax assets, net 241,894 21,549
Other assets 186,082 157,451
Total other assets of the Company $ 774,654 $ 429,979
Other assets of Consolidated Funds:
Dividends and interest receivable $ 70,657 $ 88,196
Income tax and other receivables 11,740 12,627
Total other assets of Consolidated Funds $ 82,397 $ 100,823
Fixed Assets, Net
The components of fixed assets were as follows:
As of December 31,
2024 2023
Office and computer equipment $ 62,920 $ 52,681
Internal-use software 29,119 51,226
Leasehold improvements 166,250 134,272
Fixed assets, at cost 258,289 238,179
Less: accumulated depreciation ( 80,618 ) ( 115,956 )
Fixed assets, net $ 177,671 $ 122,223
For the years ended December 31, 2024, 2023 and 2022, depreciation expense was $ 32.2 million, $ 31.4 million and $ 26.2 million, respectively, and is included within general, administrative and other expenses within the Consolidated Statements of Operations. During the year ended December 31, 2024, the Company disposed of $ 71.5 million of fixed assets that were fully depreciated.
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
8. COMMITMENTS AND CONTINGENCIES
Indemnification Arrangements
Consistent with standard business practices in the normal course of business, the Company enters into contracts that contain indemnities for affiliates of the Company, persons acting on behalf of the Company or such affiliates and third parties. The terms of the indemnities vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined and has not been recorded within the Consolidated Statements of Financial Condition. As of December 31, 2024, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
Commitments
As of December 31, 2024 and 2023, the Company had aggregate unfunded commitments to invest in funds it manages or to support certain strategic initiatives of $ 1,451.4 million and $ 1,030.6 million, respectively.
Guarantees
The guarantee agreements that the Company enters into with financial institutions are primarily to guarantee credit facilities held by certain funds. In the ordinary course of business, the guarantee of credit facilities held by funds may indicate control and result in consolidation of the fund. As of December 31, 2024 and 2023, the Company’s maximum exposure to losses from guarantees was $ 1.1 million and $ 122.3 million, respectively.
Contingent Liabilities
WSM Earnout and WSM MIP
In connection with the WSM Acquisition during the fourth quarter of 2024, the Company established two arrangements with the seller and certain professionals, including (i) an earnout arrangement (“WSM Earnout”) based on the achievement of revenue targets from the fundraising of a real estate equity fund; and (ii) a management incentive program (the “WSM MIP”) based on the achievement of certain revenue targets associated with growing revenue sources from new business ventures. The WSM Earnout and WSM MIP represent contingent liabilities not to exceed $ 40.0 million and $ 25.0 million, respectively.
The portion of the WSM Earnout and WSM MIP attributable to the sellers is, 59.1 % and 30.0 %, respectively, and represents a component of purchase consideration that will be accounted for as contingent consideration. The fair value of these contingent liabilities as of the acquisition date was $ 17.6 million. The contingent liabilities are subject to change over the measurement periods, which will end: (i) on the final fundraising date of the real estate equity fund for the WSM Earnout; and (ii) no later than December 31, 2027 for the WSM MIP. Changes in fair value from the acquisition date will be recorded within other income (expense), net within the Consolidated Statements of Operations. Following the measurement period end dates, the contingent liabilities will be settled in cash. As of December 31, 2024, the fair value of the contingent liabilities was $ 17.6 million and recorded within accrued compensation within the Consolidated Statements of Financial Condition.
The portion of the WSM Earnout and WSM MIP attributable to the professionals is, 40.9 % and 70.0 %, respectively, and requires continued service through the measurement periods. The Company expects to settle the contingent liabilities at the Company's discretion with a component of cash and the remaining balance in equity awards as follows: (i) no less than 60.0 % cash for the WSM Earnout; and (ii) no less than 50.0 % cash for the WSM MIP. The WSM Earnout and WSM MIP are remeasured each period with incremental changes in fair value for the cash and equity components of these liabilities recognized within compensation and benefits expense within the Consolidated Statements of Operations. As of December 31, 2024, the fair value of the contingent liabilities were $ 15.6 million. Compensation expense of $ 0.8 million for the year ended December 31, 2024 is presented within compensation and benefits within the Consolidated Statements of Operations with an equal offset presented within accrued compensation within the Consolidated Statements of Financial Condition. Following the measurement period end dates, the cash components will be paid and the equity awards will be granted at fair value for the balance of the liability. The unpaid liabilities at the respective measurement period end dates will be reclassified from liability to additional paid-in-capital. Any compensation expense associated with the WSM Earnout and WSM MIP that was not
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
previously recorded through the final measurement period end dates will be recognized as equity-based compensation expense over the remaining service periods of four years and two years for the WSM Earnout and WSM MIP, respectively.
Crescent Point MIP
In connection with the Crescent Point Acquisition during the fourth quarter of 2023, the Company established a management incentive program (the “Crescent Point MIP”) with certain professionals. The Crescent Point MIP represents a contingent liability not to exceed $ 75.0 million and is based on the achievement of revenue targets from the fundraising of a future private equity fund during the measurement period, which will end on the final fundraising date for the fund.
The Company expects to settle the liability with a combination of 33.0 % cash and 67.0 % equity awards. Expense associated with the cash and equity components are recognized ratably over the measurement period. The Crescent Point MIP is remeasured each period with incremental changes in fair value included within compensation and benefits expense within the Consolidated Statements of Operations. Following the measurement period end date, the cash component will be paid and the equity component will be settled with shares of the Company’s Class A common stock that will be granted at fair value.
As of December 31, 2024 and 2023, the contingent liability was $ 75.0 million. As of December 31, 2024 and 2023, the Company has recorded $ 25.0 million and $ 5.0 million, respectively, within accrued compensation within the Consolidated Statements of Financial Condition. Compensation expense of $ 20.0 million and $ 5.0 million for the years ended December 31, 2024 and 2023, respectively, is presented within compensation and benefits within the Consolidated Statements of Operations.
Infrastructure Debt MIP
In connection with the acquisition of AMP Capital’s infrastructure debt platform (the “Infrastructure Debt Acquisition”) during the first quarter of 2022, the Company established a management incentive program (the “Infrastructure Debt MIP”) with certain professionals. The Infrastructure Debt MIP represents a contingent liability not to exceed $ 48.5 million and is based on the achievement of revenue targets from the fundraising of three infrastructure debt funds during the measurement periods.
The Company expects to settle each portion of the liability with a combination of 15.0 % cash and 85.0 % equity awards. Expense associated with the cash components are recognized ratably over the respective measurement periods, which will end on the final fundraising date for each of the infrastructure debt funds. Expense associated with the equity component is recognized ratably over the service periods, which will continue for four years beyond each of the measurement period end dates. The Infrastructure Debt MIP is remeasured each period with incremental changes in value included within compensation and benefits expense within the Consolidated Statements of Operations. Following each of the measurement period end dates, the cash component will be paid and equity awards for the portion of the Infrastructure Debt MIP award earned will be granted at fair value. The unpaid liability at the respective measurement period end dates will be reclassified from liability to additional paid-in-capital and any difference between the Infrastructure Debt MIP award achieved at the respective measurement period end date and the previously recorded compensation expense will be recognized over the remaining four year service period as equity-based compensation expense.
The revenue target was achieved for one of the infrastructure debt funds during the fourth quarter of 2022 and the associated liability for this portion of the award was settled during the first quarter of 2023. As of December 31, 2024, the maximum contingent liability associated with the Infrastructure Debt MIP for the two remaining infrastructure debt funds was $ 15.0 million.
During the fourth quarter of 2024, it was determined that it is not probable for one of the infrastructure debt funds to achieve its revenue target by the end of its measurement period. As a result, the Company reversed previously recorded expenses of $ 1.6 million associated with this fund from compensation and benefits within the Consolidated Statements of Operations.
As of December 31, 2024 and 2023, the fair value of the contingent liability associated with the remaining infrastructure debt fund was $ 9.0 million for both periods. As of December 31, 2024 and 2023, the Company has recorded $ 4.1 million and $ 2.8 million, respectively, within accrued compensation within the Consolidated Statements of Financial Condition. Compensation expense associated with the remaining Infrastructure Debt MIP of $ 1.3 million, $ 1.5 million and $ 1.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, is presented within compensation and benefits within the Consolidated Statements of Operations.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Carried Interest
Carried interest is affected by changes in the fair values of the underlying investments in the funds that are advised by the Company. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, public equity market volatility, industry trading multiples and interest rates. Generally, if at the termination of a fund (and increasingly at interim points in the life of a fund), the fund has not achieved investment returns that exceed the preferred return threshold or the general partner has received net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, the Company will be obligated to repay carried interest that was received by the Company in excess of the amounts to which the Company is entitled. This contingent obligation is normally reduced by income taxes paid by the Company related to its carried interest.
Senior professionals of the Company who have received carried interest distributions are responsible for funding their proportionate share of any contingent repayment obligations. However, the governing agreements of certain of the Company’s funds provide that if a current or former professional does not fund his or her respective share for such fund, then the Company may have to fund additional amounts beyond what was received in carried interest, although the Company will generally retain the right to pursue any remedies under such governing agreements against those carried interest recipients who fail to fund their obligations.
Additionally, at the end of the life of the funds there could be a payment due to a fund by the Company if the Company has recognized more carried interest than was ultimately earned. The general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of the fund.
As of December 31, 2024 and 2023, if the Company assumed all existing investments were worthless, the amount of carried interest subject to potential repayment, net of tax distributions, which may differ from the recognition of revenue, would have been approximately $ 59.6 million and $ 78.5 million, respectively, of which approximately $ 39.5 million and $ 54.5 million, respectively, is reimbursable to the Company by certain professionals who are the recipients of such carried interest. Management believes the possibility of all of the investments becoming worthless is remote. As of December 31, 2024 and 2023, if the funds were liquidated at their fair values, there would be no contingent repayment obligation or liability.
Litigation
From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows.
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Leases
The Company’s leases primarily consists of operating leases for office space and certain office equipment. The Company’s leases have remaining lease terms of one to 19 years. The tables below present certain supplemental quantitative disclosures regarding the Company’s operating leases:
Maturity of operating lease liabilities As of December 31, 2024
2025 $ 56,074
2026 61,178
2027 56,546
2028 69,900
2029 64,927
Thereafter 703,955
Total future payments 1,012,580
Less: interest 370,716
Total operating lease liabilities $ 641,864
Year ended December 31,
Classification within general, administrative and other expenses 2024 2023 2022
Operating lease expense $ 66,812 $ 49,531 $ 42,746
Year ended December 31,
Supplemental information on the measurement of operating lease liabilities 2024 2023 2022
Operating cash flows for operating leases $ 55,439 $ 45,103 $ 46,558
Leased assets obtained in exchange for new operating lease liabilities 308,377 168,876 43,331
As of December 31,
Lease term and discount rate 2024 2023
Weighted-average remaining lease terms (in years) 14.1 8.4
Weighted-average discount rate 5.8 % 4.3 %
9. RELATED PARTY TRANSACTIONS
Substantially all of the Company’s revenue is earned from its affiliates. The related accounts receivable are included within due from affiliates within the Consolidated Statements of Financial Condition, except that accrued carried interest, which is predominantly due from affiliated funds, is presented separately within investments within the Consolidated Statements of Financial Condition.
The Company has investment management agreements with the Ares Funds that it manages. In accordance with these agreements, these Ares Funds may bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Ares Funds.
Employees and other related parties may be permitted to participate in co-investment vehicles that generally invest in Ares Funds alongside fund investors. Participation is limited by law to individuals who qualify under applicable securities laws. These co-investment vehicles generally do not require these individuals to pay management fees, carried interest or incentive fees.
Carried interest and incentive fees from the funds can be distributed to professionals or their related entities on a current basis, subject, in the case of carried interest programs, to repayment by the subsidiary of the Company that acts as general partner of the relevant fund in the event that certain specified return thresholds are not ultimately achieved. The professionals have personally guaranteed, subject to certain limitations, the obligations of these subsidiaries in respect of this general partner obligation. Such guarantees are several, and not joint, and are limited to distributions received by the relevant recipient.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The Company considers its professionals and non-consolidated funds to be affiliates. Amounts due from and to affiliates were composed of the following:
As of December 31,
2024 2023
Due from affiliates:
Management fees receivable from non-consolidated funds $ 636,835 $ 560,629
Incentive fee receivable from non-consolidated funds 172,235 159,098
Payments made on behalf of and amounts due from non-consolidated funds and employees 247,538 177,019
Due from affiliates—Company $ 1,056,608 $ 896,746
Due to affiliates:
Management fee received in advance and rebates payable to non-consolidated funds $ 5,767 $ 9,585
Tax receivable agreement liability 402,359 191,299
Carried interest and incentive fees payable 78,692 33,374
Payments made by non-consolidated funds on behalf of and payable by the Company 13,662 5,996
Due to affiliates—Company $ 500,480 $ 240,254
Amounts due to portfolio companies and non-consolidated funds $ — $ 3,554
Due to affiliates—Consolidated Funds $ — $ 3,554
Due from and Due to Ares Funds and Portfolio Companies
In the normal course of business, the Company pays certain expenses on behalf of Consolidated Funds and non-consolidated funds for which it is reimbursed. Conversely, Consolidated Funds and non-consolidated funds may pay certain expenses that are reimbursed by the Company. Certain expenses initially paid by the Company, primarily professional services, travel and other costs associated with particular portfolio company holdings, are subject to reimbursement by the portfolio companies.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
10. INCOME TAXES
The Company’s effective income tax rate is dependent on many factors, including the estimated nature and amounts of income and expenses allocated to the non-controlling interests without being subject to federal, state and local income taxes at the corporate level. Additionally, the Company’s effective tax rate is influenced by the amount of income tax provision recorded for any affiliated funds and co-investment vehicles that are consolidated in the Company’s consolidated financial statements.
The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state, local and foreign tax authorities. With limited exceptions, the Company is no longer subject to income tax audits by taxing authorities for any years prior to 2021. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s consolidated financial statements.
The provision for income taxes attributable to the Company and the Consolidated Funds, consisted of the following:
Year ended December 31,
Provision for Income Taxes 2024 2023 2022
The Company
Current:
U.S. federal income tax expense $ 63,292 $ 34,051 $ 42,452
State and local income tax expense 14,326 13,316 7,614
Foreign income tax expense 24,841 24,029 14,119
102,459 71,396 64,185
Deferred:
U.S. federal income tax expense 50,182 85,610 10,660
State and local income tax expense 7,819 15,872 2,131
Foreign income tax benefit ( 2,917 ) ( 3,730 ) ( 5,416 )
55,084 97,752 7,375
Total:
U.S. federal income tax expense 113,474 119,661 53,112
State and local income tax expense 22,145 29,188 9,745
Foreign income tax expense 21,924 20,299 8,703
Income tax expense 157,543 169,148 71,560
Consolidated Funds
Current:
Foreign income tax expense (benefit) ( 1,331 ) 3,823 331
( 1,331 ) 3,823 331
Deferred:
U.S. federal income tax expense 8,405 — —
8,405 — —
Total:
U.S. federal income tax expense 8,405 — —
Foreign income tax expense (benefit) ( 1,331 ) 3,823 331
Income tax expense 7,074 3,823 331
Total Provision for Income Taxes
Total current income tax expense 101,128 75,219 64,516
Total deferred income tax expense 63,489 97,752 7,375
Income tax expense $ 164,617 $ 172,971 $ 71,891
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The effective income tax rate differed from the federal statutory rate for the following reasons:
Year ended December 31,
2024 2023 2022
Income tax expense at federal statutory rate 21.0 % 21.0 % 21.0 %
Income passed through to non-controlling interests ( 9.3 ) ( 9.6 ) ( 8.9 )
State and local taxes, net of federal benefit 1.4 1.7 2.2
Foreign taxes ( 0.7 ) ( 0.7 ) ( 1.4 )
Permanent items 0.1 0.2 0.6
Disallowed executive compensation 0.3 0.2 0.1
Other, net 0.1 0.3 0.3
Valuation allowance — ( 0.1 ) 0.2
Total effective rate 12.9 % 13.0 % 14.1 %
Deferred Taxes
The income tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows as of December 31, 2024 and 2023. Deferred tax assets, net are included within other assets within the Consolidated Statements of Financial Condition.
As of December 31,
Deferred Tax Assets and Liabilities of the Company 2024 2023
Deferred tax assets
Amortizable tax basis for AOG Unit exchanges $ 451,343 $ 205,627
Net operating losses and capital loss carryforwards 1,888 1,829
Other, net 9,793 6,511
Total gross deferred tax assets 463,024 213,967
Valuation allowance ( 941 ) ( 942 )
Total net deferred tax assets 462,083 213,025
Deferred tax liabilities
Investment in partnerships ( 220,189 ) ( 191,476 )
Total deferred tax liabilities ( 220,189 ) ( 191,476 )
Deferred tax assets, net $ 241,894 $ 21,549
As of December 31,
Deferred Tax Assets and Liabilities of the Consolidated Funds 2024 2023
Deferred tax assets
Net operating losses $ 7,932 $ 2,598
Total gross deferred tax assets 7,932 2,598
Valuation allowance ( 1,229 ) ( 2,598 )
Total net deferred tax assets 6,703 —
Deferred tax liabilities
Investments in partnerships ( 15,108 ) —
Total deferred tax liabilities ( 15,108 ) —
Deferred tax assets (liabilities), net $ ( 8,405 ) $ —
In assessing the realizability of deferred tax assets, the Company considers whether it is probable that some or all of the deferred tax assets will not be realized. In determining whether the deferred taxes are realizable, the Company considers the period of expiration of the tax asset, historical and projected taxable income, and tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances are provided to reduce the amounts of deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts.
The Company’s income tax provision includes corporate income taxes and other entity level income taxes, as well as income taxes incurred by Consolidated Funds.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
As of December 31, 2024 and 2023, the valuation allowance for the Company’s deferred tax assets was $ 0.9 million. The deferred tax assets related to operating losses in foreign jurisdictions and certain capital loss carryforwards do not meet the more likely than not threshold and have a valuation allowance recorded for the net balance.
As of December 31, 2024 and 2023, the Company had $ 36.4 million and $ 10.6 million, respectively, of net operating loss (“NOL”) carryforwards and other tax attributes related to its Consolidated Funds available to reduce future income taxes for which a full valuation allowance has been provided. The NOL carryforwards generally have no expiry.
As of, and for the years ended December 31, 2024, 2023 and 2022, the Company had no significant uncertain tax positions.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
11. EARNINGS PER SHARE
The Company has Class A and non-voting common stock outstanding. The non-voting common stock has the same economic rights as the Class A common stock; therefore, earnings per share is presented on a combined basis. Income of the Company has been allocated on a proportionate basis to the two common stock classes.
Basic earnings per share of Class A and non-voting common stock is computed by using the two-class method. Diluted earnings per share of Class A and non-voting common stock is computed using the more dilutive method of either the two-class method or the treasury stock and if-converted methods.
For the years ended December 31, 2024 and 2022, the two-class method was the more dilutive method. For the year ended December 31, 2023, the treasury stock method was the more dilutive method.
The computation of diluted earnings per share excludes the following restricted units and AOG Units as their effect would have been anti-dilutive under the treasury stock method:
Year ended December 31,
2024 2023 2022
Restricted units N/A 2,071 N/A
AOG Units N/A 118,804,252 N/A
The following table presents the computation of basic and diluted earnings per common share:
Year ended December 31,
2024 2023 2022
Basic earnings per share of Class A and non-voting common stock:
Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 440,961 $ 474,326 $ 167,541
Dividends declared and paid on Class A and non-voting common stock ( 742,970 ) ( 571,923 ) ( 429,104 )
Distributions on unvested restricted units ( 30,766 ) ( 21,303 ) ( 14,096 )
Dividends in excess of earnings available to Class A and non-voting common stockholders $ ( 332,775 ) $ ( 118,900 ) $ ( 275,659 )
Basic weighted-average shares of Class A and non-voting common stock 198,054,451 184,523,524 175,510,798
Dividends in excess of earnings per share of Class A and non-voting common stock $ ( 1.68 ) $ ( 0.64 ) $ ( 1.57 )
Dividend declared and paid per Class A and non-voting common stock 3.72 3.08 2.44
Basic earnings per share of Class A and non-voting common stock $ 2.04 $ 2.44 $ 0.87
Diluted earnings per share of Class A and non-voting common stock:
Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 440,961 $ 474,326 $ 167,541
Distributions on unvested restricted units ( 30,766 ) — ( 14,096 )
Net income available to Class A and non-voting common stockholders $ 410,195 $ 474,326 $ 153,445
Effect of dilutive shares:
Restricted units — 9,347,318 —
Options — 1,902,584 —
Diluted weighted-average shares of Class A and non-voting common stock 198,054,451 195,773,426 175,510,798
Diluted earnings per share of Class A and non-voting common stock $ 2.04 $ 2.42 $ 0.87
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
12. EQUITY COMPENSATION
Equity Incentive Plan
Equity-based compensation is granted under the Company’s Equity Incentive Plan. The total number of shares available to be issued under the Equity Incentive Plan resets based on a formula defined in the Equity Incentive Plan and may increase on January 1 of each year. On January 1, 2024, the total number of shares available for issuance under the Equity Incentive Plan reset to 69,122,318 shares and as of December 31, 2024, 62,634,307 shares remained available for issuance.
Generally, unvested awards are forfeited upon termination of employment in accordance with the Equity Incentive Plan. The Company recognizes forfeitures as a reversal of previously recognized compensation expense in the period the forfeiture occurs.
Equity-based compensation expense, net of forfeitures, recorded by the Company for unvested awards is presented in the following table:
Year ended December 31,
2024 2023 2022
Unvested awards $ 352,851 $ 255,965 $ 200,391
Unvested Awards
Each unvested award represents either a share of the Company’s Class A common stock that is subject to restriction or a restricted unit, representing an unfunded, unsecured right of the holder to receive a share of the Company’s Class A common stock on a specific date. The unvested awards generally vest and the restrictions lapse or are settled in shares of Class A common stock, as applicable, at a rate of either: (i) one-quarter per year, beginning on the second anniversary of the grant date or the holder’s employment commencement date; or (ii) one-third per year, beginning on the first anniversary of the grant date, in each case generally subject to the holder’s continued employment as of the applicable vesting date (subject to accelerated vesting upon certain qualifying terminations of employment or retirement eligibility provisions). Compensation expense associated with unvested awards is recognized on a straight-line basis over the requisite service period of the award.
Restricted units are delivered net of the holder’s payroll-related taxes upon vesting. For the year ended December 31, 2024, 4.2 million restricted units vested and 2.3 million shares of Class A common stock were delivered to the holders. For the year ended December 31, 2023, 3.8 million restricted units vested and 2.2 million shares of Class A common stock were delivered to the holders.
The following table summarizes the Company’s dividends declared and Dividend Equivalents paid during the year ended December 31, 2024:
Record Date Dividends Per Share Dividend Equivalents Paid
March 15, 2024 $ 0.93 $ 16,294
June 14, 2024 0.93 16,008
September 16, 2024 0.93 16,242
December 17, 2024 0.93 16,098
During the first quarter of 2024, the Company approved the future grant of restricted units to certain senior executives in each of 2025 and 2026, subject to the holder’s continued employment and acceleration in certain instances. These restricted units vest before July 1, 2029, at a rate of either: (i) one-quarter per year, beginning on the first anniversary of the grant date; or (ii) one-third per year, beginning on the first anniversary of the grant date. Given that these future restricted units have been communicated to the recipient, the Company accounts for these awards as if they have been granted and recognizes the compensation expense on a straight-line basis over the service period. The restricted units that have been approved and communicated but not yet granted are not eligible to receive a Dividend Equivalent until the grant date.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following table presents unvested awards’ activity:
Unvested Awards Weighted Average
Grant Date Fair
Value Per Unvested Award
Balance as of December 31, 2023 17,359,829 $ 59.20
Granted 5,167,328 124.88
Vested ( 4,151,900 ) 52.27
Forfeited ( 406,317 ) 85.06
Balance as of December 31, 2024 17,968,940 $ 79.11
The total compensation expense expected to be recognized in all future periods associated with unvested awards is approximately $ 909.7 million as of December 31, 2024 and is expected to be recognized over the remaining weighted average period of 3.5 years.
Options
Upon exercise, each option entitles the holders to purchase from the Company one share of Class A common stock at the stated exercise price.
A summary of options activity during the year ended December 31, 2024 is presented below:
Options Weighted Average Exercise Price Weighted Average Remaining Life
(in years) Aggregate Intrinsic Value
Balance as of December 31, 2023 79,524 $ 19.00 0.3 $ 7,946
Exercised ( 79,524 ) 19.00 — —
Balance as of December 31, 2024 — $ — — $ —
Net cash proceeds from exercises of options were $ 1.5 million for the year ended December 31, 2024. The Company realized tax benefits of approximately $ 1.4 million from the exercise of the remaining options during the first quarter of 2024.
13. EQUITY AND REDEEMABLE INTEREST
Common Stock
The Company’s common stock consists of Class A, Class B, Class C and non-voting common stock, each $ 0.01 par value per share. The non-voting common stock has the same economic rights as the Class A common stock. Sumitomo Mitsui Banking Corporation (“SMBC”) is the sole holder of the non-voting common stock. The Class B common stock and Class C common stock are non-economic and holders are not entitled to dividends from the Company or to receive any assets of the Company in the event of any dissolution, liquidation or winding up of the Company. Ares Management GP LLC is the sole holder of the Class B common stock and Ares Voting LLC (“Ares Voting”) is the sole holder of the Class C common stock.
Except as otherwise expressly provided in the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), the Company’s common stockholders are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote under the Delaware General Corporation Law (the “DGCL”), including the election of the Company’s board of directors. Holders of shares of the Company’s Class A common stock are entitled to one vote per share of the Company’s Class A common stock. On any date on which the Ares Ownership Condition (as defined in the Certificate of Incorporation) is satisfied, holders of shares of the Company’s Class B common stock are, in the aggregate, entitled to a number of votes equal to (x) four times the aggregate number of votes attributable to the Company’s Class A common stock minus (y) the aggregate number of votes attributable to the Company’s Class C common stock. On any date on which the Ares Ownership Condition is not satisfied, holders of shares of the Company’s Class B common stock are not entitled to vote on any matter submitted to a vote of the Company’s stockholders. The holder of shares of the Company’s Class C common stock is generally entitled to a number of votes equal to the number of AOG Units (as defined in the Certificate of Incorporation) held of record by each Ares Operating Group Limited Partner (as defined in the Certificate of Incorporation) other than the Company and its
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
subsidiaries. Issuances of Class C common stock correspond with increases in Ares Owners Holdings L.P.’s ownership interest in the AOG entities.
The Company has a stock repurchase program that allows for the repurchase of up to $ 150.0 million of shares of Class A common stock. Under the program, shares may be repurchased from time to time in open market purchases, privately negotiated transactions or otherwise, including in reliance on Rule 10b5-1 of the Securities Act. The renewal of the program is subject to authorization by the Company’s board of directors on an annual basis. As of December 31, 2024, the program was scheduled to expire in March 2025. In February 2025, the renewal of the program was authorized by the Company’s board of directors and will expire in March 2026, with an increase in size up to $ 750.0 million. Repurchases under the program, if any, will depend on the prevailing market conditions and other factors. During the years ended December 31, 2024, 2023 and 2022, the Company did not repurchase any shares as part of the stock repurchase program.
The Company issued and sold 3,047,500 shares of Class A common stock during the year ended December 31, 2024 (the “Offering”). The Offering resulted in net proceeds of approximately $ 407.2 million (after deducting underwriting discounts and offering expenses).
The following table presents the changes in each class of common stock:
Class A Common Stock Non-Voting Common Stock Class B Common Stock Class C Common Stock Total
Balance as of December 31, 2023 187,069,907 3,489,911 1,000 117,024,758 307,585,576
Issuance of common stock 3,122,628 — — 63,179 3,185,807
Exchanges of AOG Units 7,281,248 — — ( 7,281,248 ) —
Stock option exercises, net of shares withheld for tax 79,524 — — — 79,524
Vesting of restricted unit awards, net of shares withheld for tax 2,319,264 — — — 2,319,264
Balance as of December 31, 2024 199,872,571 3,489,911 1,000 109,806,689 313,170,171
The following table presents each partner’s AOG Units and corresponding ownership interest in each of the AOG entities, as well as its daily average ownership of AOG Units in each of the AOG entities:
Daily Average Ownership
As of December 31, 2024 As of December 31, 2023 Year ended December 31,
AOG Units Direct Ownership Interest AOG Units Direct Ownership Interest 2024 2023 2022
Ares Management Corporation 203,362,482 64.94 % 190,559,818 61.95 % 63.61 % 60.83 % 59.76 %
Ares Owners Holdings, L.P. 109,806,689 35.06 117,024,758 38.05 36.39 39.17 40.24
Total 313,169,171 100.00 % 307,584,576 100.00 %
The Company’s ownership percentage of the AOG Units will continue to change upon: (i) the vesting of restricted units that were granted under the Equity Incentive Plan; (ii) the exchange of AOG Units for shares of Class A common stock; (iii) the cancellation of AOG Units in connection with certain individuals’ forfeiture of AOG Units upon termination of employment; and (iv) the issuance of new AOG Units, including in connection with acquisitions, among other strategic reasons. Holders of the AOG Units, subject to any applicable transfer restrictions, may up to four times each year (subject to the terms of the exchange agreement) exchange their AOG Units for shares of Class A common stock on a one-for-one basis. Equity is reallocated among partners upon a change in ownership to ensure each partners’ capital account properly reflects their respective claim on the residual value of the Company. This change is reflected as either a reallocation of interest or as dilution within the Consolidated Statements of Changes in Equity.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Preferred Stock
In October 2024, the Company issued 30,000,000 shares of its Series B mandatory convertible preferred stock for total proceeds of $ 1,462.5 million (after deducting underwriting discounts but before offering expenses).
As of December 31, 2024, the Company had 30,000,000 shares of Series B mandatory convertible preferred stock outstanding. When, as and if declared by the Company’s board of directors, dividends on the Series B mandatory convertible preferred stock are payable quarterly at a rate per annum equal to 6.75 % on January 1, April 1, July 1 and October 1 of each year, beginning on January 1, 2025 and concluding on October 1, 2027. Declared dividends on the Series B mandatory convertible preferred stock will be payable, at the Company’s election, in cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock. Dividends on Series B mandatory convertible preferred stock are cumulative and the Series B mandatory convertible preferred stock, unless previously converted or redeemed, will automatically convert into the Company’s Class A common stock on October 1, 2027.
Redeemable Interest
On July 1, 2020, the Company completed its acquisition of a majority interest in SSG Capital Holdings Limited and its operating subsidiaries (“SSG” and subsequently rebranded as “Ares SSG”) (the “SSG Acquisition”). In connection with the SSG Acquisition, the former owners of SSG retained a 20 % ownership interest in the operations acquired by the Company. During the year ended December 31, 2023, the Company purchased a portion of the redeemable interest in AOG entities (the “SSG Buyout”), and the Company now owns 100 % of Ares SSG’s fee-generating business. The remaining redeemable interest in AOG entities represents ownership in certain investments that were not included in the 20 % ownership interest buyout arrangement, and continues to be presented at the redemption amount within mezzanine equity within the Consolidated Statements of Financial Condition.
During the year ended December 31, 2023, Ares Acquisition Corporation II (NYSE: AACT) (“AAC II”), the Company’s second sponsored SPAC, consummated its initial public offering and generated gross proceeds of $ 500.0 million. As of December 31, 2024, the 50,000,000 AAC II Class A ordinary shares are presented at the redemption amount within mezzanine equity within the Consolidated Statements of Financial Condition.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following table summarizes the activities associated with the redeemable interest in AOG entities:
Total
Balance as of December 31, 2021 $ 96,008
Distributions ( 1,887 )
Net loss ( 851 )
Currency translation adjustment, net of tax ( 426 )
Equity compensation 285
Balance as of December 31, 2022 93,129
Changes in ownership interests and related tax benefits ( 66,507 )
Distributions ( 2,883 )
Net income 226
Currency translation adjustment, net of tax ( 41 )
Equity compensation 174
Balance as of December 31, 2023 24,098
Distributions ( 302 )
Net income 103
Currency translation adjustment, net of tax ( 403 )
Balance as of December 31, 2024 $ 23,496
The following table summarizes the activities associated with the redeemable interest in Consolidated Funds:
Total
Balance as of December 31, 2022 $ 1,013,282
Gross proceeds from the initial public offering of AAC II 500,000
Change in redemption value 55,530
Redemptions from Class A ordinary shares of Ares Acquisition Corporation (formerly NYSE: AAC) ( 1,045,874 )
Balance as of December 31, 2023 522,938
Change in redemption value 27,762
Balance as of December 31, 2024 $ 550,700
14. SEGMENT REPORTING
The Company operates through its distinct operating segments. On January 1, 2024, the Company changed its segment composition. The special opportunities strategy, historically part of the Private Equity Group, is now referred to as opportunistic credit and is presented within the Credit Group. The Company has modified historical results to conform with its current presentation. The Company operating segments are summarized below:
Credit Group: The Credit Group manages credit strategies across the liquid and illiquid spectrum, including liquid credit, alternative credit, opportunistic credit, direct lending and Asia-Pacific (“APAC”) credit.
Real Assets Group: The Real Assets Group manages comprehensive equity and debt strategies across real estate and infrastructure investments.
Private Equity Group : The Private Equity Group broadly categorizes its investment strategies as corporate private equity and APAC private equity.
Secondaries Group : The Secondaries Group invests in secondary markets across a range of alternative asset class strategies, including private equity, real estate, infrastructure and credit.
Other : Other represents a compilation of operating segments and strategic investments that seek to expand the Company’s reach and its scale in new and existing global markets but individually do not meet reporting thresholds. These results include activities from: (i) Ares Insurance Solutions (“AIS”), the Company’s insurance platform that provides solutions to insurance clients including asset management, capital solutions and corporate development; (ii) the SPACs sponsored by the Company; and (iii) a venture capital business with fund strategies that are focused on applied artificial intelligence, among others.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The Operations Management Group (the “OMG”) consists of shared resource groups to support the Company’s operating segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, legal, compliance, human resources, strategy, relationship management, and distribution, including Ares Wealth Management Solutions, LLC (“AWMS”). AWMS facilitates the product development, distribution, marketing and client management activities for investment offerings in the global wealth management channel. Additionally, the OMG provides services to certain of the Company’s managed funds and vehicles, which may reimburse the OMG for expenses either equal to the costs of services provided or as a percentage of invested capital. The OMG’s revenues and expenses are not allocated to the Company’s operating segments but the Company does consider the financial results of the OMG when evaluating its financial performance.
Segment Profit Measure: Realized income (“RI”), which includes fee related earnings (“FRE”) as a component, supplements and should be considered in addition to, and not in lieu of, the Consolidated Statements of Operations prepared in accordance with GAAP.
RI, a non-GAAP measure, is an operating metric used by management to evaluate performance of the business based on operating performance and the contribution of each of the business segments to that performance, while removing the fluctuations of unrealized income and expenses, which may or may not be eventually realized at the levels presented and whose realizations depend more on future outcomes than current business operations. RI differs from income before taxes by excluding: (i) operating results of the Consolidated Funds; (ii) depreciation and amortization expense; (iii) the effects of changes arising from corporate actions; (iv) unrealized gains and losses related to carried interest, incentive fees and investment performance; and adjusts for certain other items that the Company believes are not indicative of operating performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with mergers, acquisitions and capital activities, underwriting costs and expenses incurred in connection with corporate reorganization. Placement fee adjustment represents the net portion of either expense deferral or amortization of upfront fees to placement agents that is presented to match the timing of expense recognition with the period over which management fees are expected to be earned from the associated fund for segment purposes but have been expensed in advance in accordance with GAAP. For periods in which the amortization of upfront fees for segment purposes is higher than the GAAP expense, the placement fee adjustment is presented as a reduction to RI. Management believes RI is a more appropriate metric to evaluate the Company’s current business operations.
FRE, a non-GAAP measure that is a component of RI, is used to assess core operating performance by determining whether recurring revenue, primarily consisting of management fees and fee related performance revenues, is sufficient to cover operating expenses and to generate profits. FRE differs from income before taxes computed in accordance with GAAP as it excludes net performance income, investment income from Ares Funds and adjusts for certain other items that the Company believes are not indicative of its 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 is measured and eligible to be received on a recurring basis and not dependent on realization events from the underlying investments.
The Company’s CODM is its Chief Executive Officer. The CODM makes operating decisions and assesses the performance of each of the Company’s business segments based on financial and operating metrics and other data that is presented before giving effect to the consolidation of any of the Consolidated Funds. Consequently, all segment data excludes the assets, liabilities and operating results related to the Consolidated Funds and non-consolidated funds. Total assets by segments is not disclosed because such information is not used by the Company’s CODM in evaluating the segments.
Many of the Ares Funds managed by the Company have mandates that allow for investing across different geographic regions, including North America, Europe, APAC and the Middle East. The primary geographic region in which the Company invests in is North America and the majority of its revenues are generated in North America.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following tables present the financial results for the Company’s operating segments, as well as the OMG:
Year ended December 31, 2024
Credit Group Real Assets Group Private Equity Group Secondaries Group
Other
Total Segments OMG Total
Management fees $ 2,177,816 $ 401,968 $ 137,130 $ 197,287 $ 43,229 $ 2,957,430 $ — $ 2,957,430
Fee related performance revenues 202,703 — — 28,834 — 231,537 — 231,537
Other fees 41,819 27,263 1,695 222 523 71,522 20,357 91,879
Compensation and benefits ( 692,309 ) ( 160,357 ) ( 56,830 ) ( 66,290 ) ( 21,482 ) ( 997,268 ) ( 421,268 ) ( 1,418,536 )
General, administrative and other expenses ( 161,872 ) ( 56,768 ) ( 21,449 ) ( 33,881 ) ( 6,584 ) ( 280,554 ) ( 220,019 ) ( 500,573 )
Fee related earnings 1,568,157 212,106 60,546 126,172 15,686 1,982,667 ( 620,930 ) 1,361,737
Performance income—realized 326,202 60,317 43,299 361 — 430,179 — 430,179
Performance related compensation—realized ( 207,794 ) ( 37,283 ) ( 36,334 ) 110 — ( 281,301 ) — ( 281,301 )
Realized net performance income 118,408 23,034 6,965 471 — 148,878 — 148,878
Investment income (loss)—realized 21,159 5,184 1,926 2,565 9,467 40,301 ( 650 ) 39,651
Interest income 11,671 7,649 1,970 972 35,810 58,072 1,723 59,795
Interest expense ( 34,578 ) ( 24,131 ) ( 22,632 ) ( 10,240 ) ( 50,659 ) ( 142,240 ) ( 701 ) ( 142,941 )
Realized net investment income (loss) ( 1,748 ) ( 11,298 ) ( 18,736 ) ( 6,703 ) ( 5,382 ) ( 43,867 ) 372 ( 43,495 )
Realized income $ 1,684,817 $ 223,842 $ 48,775 $ 119,940 $ 10,304 $ 2,087,678 $ ( 620,558 ) $ 1,467,120
Year ended December 31, 2023
Credit Group Real Assets Group Private Equity Group Secondaries Group
Other
Total Segments OMG Total
Management fees $ 1,853,326 $ 389,437 $ 126,721 $ 174,942 $ 27,087 $ 2,571,513 $ — $ 2,571,513
Fee related performance revenues 167,333 334 — 12,782 — 180,449 — 180,449
Other fees 36,640 29,695 1,693 22 374 68,424 23,685 92,109
Compensation and benefits
( 624,741 ) ( 153,870 ) ( 58,408 ) ( 62,160 ) ( 15,812 ) ( 914,991 ) ( 361,124 ) ( 1,276,115 )
General, administrative and other expenses ( 115,546 ) ( 46,789 ) ( 16,949 ) ( 21,199 ) ( 3,119 ) ( 203,602 ) ( 200,613 ) ( 404,215 )
Fee related earnings 1,317,012 218,807 53,057 104,387 8,530 1,701,793 ( 538,052 ) 1,163,741
Performance income—realized 323,733 20,990 65,716 5,460 — 415,899 — 415,899
Performance related compensation—realized ( 211,976 ) ( 12,768 ) ( 52,984 ) ( 4,678 ) — ( 282,406 ) — ( 282,406 )
Realized net performance income 111,757 8,222 12,732 782 — 133,493 — 133,493
Investment income (loss)—realized 36,490 3,392 ( 712 ) 4,523 2,962 46,655 ( 470 ) 46,185
Interest income 9,788 3,165 38 344 13,831 27,166 1,218 28,384
Interest expense ( 29,732 ) ( 16,391 ) ( 18,990 ) ( 8,980 ) ( 32,026 ) ( 106,119 ) ( 156 ) ( 106,275 )
Realized net investment income (loss) 16,546 ( 9,834 ) ( 19,664 ) ( 4,113 ) ( 15,233 ) ( 32,298 ) 592 ( 31,706 )
Realized income $ 1,445,315 $ 217,195 $ 46,125 $ 101,056 $ ( 6,703 ) $ 1,802,988 $ ( 537,460 ) $ 1,265,528
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Year ended December 31, 2022
Credit Group Real Assets Group Private Equity Group Secondaries Group
Other
Total Segments OMG Total
Management fees $ 1,490,674 $ 347,808 $ 125,681 $ 176,694 $ 11,671 $ 2,152,528 $ — $ 2,152,528
Fee related performance revenues 71,497 167,693 — 235 — 239,425 — 239,425
Other fees 32,637 35,879 1,243 — 274 70,033 24,529 94,562
Compensation and benefits
( 483,167 ) ( 240,015 ) ( 66,075 ) ( 53,743 ) ( 12,108 ) ( 855,108 ) ( 317,396 ) ( 1,172,504 )
General, administrative and other expenses ( 93,715 ) ( 39,739 ) ( 16,416 ) ( 12,685 ) ( 2,089 ) ( 164,644 ) ( 155,017 ) ( 319,661 )
Fee related earnings 1,017,926 271,626 44,433 110,501 ( 2,252 ) 1,442,234 ( 447,884 ) 994,350
Performance income—realized 237,839 133,130 42,896 4,156 — 418,021 — 418,021
Performance related compensation—realized ( 153,538 ) ( 83,105 ) ( 34,383 ) ( 3,515 ) — ( 274,541 ) — ( 274,541 )
Realized net performance income 84,301 50,025 8,513 641 — 143,480 — 143,480
Investment income (loss)—realized 27,831 9,898 4,001 3,640 1,850 47,220 ( 1,678 ) 45,542
Interest income 8,290 2,262 222 43 8,141 18,958 53 19,011
Interest expense ( 18,401 ) ( 11,346 ) ( 13,484 ) ( 5,660 ) ( 21,781 ) ( 70,672 ) ( 684 ) ( 71,356 )
Realized net investment income (loss) 17,720 814 ( 9,261 ) ( 1,977 ) ( 11,790 ) ( 4,494 ) ( 2,309 ) ( 6,803 )
Realized income $ 1,119,947 $ 322,465 $ 43,685 $ 109,165 $ ( 14,042 ) $ 1,581,220 $ ( 450,193 ) $ 1,131,027
The following table presents the components of the Company’s operating segments’ revenue, expenses and realized net investment income (loss):
Year ended December 31,
2024 2023 2022
Segment revenues
Management fees $ 2,957,430 $ 2,571,513 $ 2,152,528
Fee related performance revenues 231,537 180,449 239,425
Other fees 71,522 68,424 70,033
Performance income—realized 430,179 415,899 418,021
Total segment revenues $ 3,690,668 $ 3,236,285 $ 2,880,007
Segment expenses
Compensation and benefits $ 997,268 $ 914,991 $ 855,108
General, administrative and other expenses 280,554 203,602 164,644
Performance related compensation—realized 281,301 282,406 274,541
Total segment expenses $ 1,559,123 $ 1,400,999 $ 1,294,293
Segment realized net investment income (loss)
Investment income—realized $ 40,301 $ 46,655 $ 47,220
Interest income 58,072 27,166 18,958
Interest expense ( 142,240 ) ( 106,119 ) ( 70,672 )
Total segment realized net investment loss $ ( 43,867 ) $ ( 32,298 ) $ ( 4,494 )
F-49
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following table reconciles the Company’s consolidated revenues to segment revenue:
Year ended December 31,
2024 2023 2022
Total consolidated revenue $ 3,884,781 $ 3,631,884 $ 3,055,443
Performance income—unrealized ( 109,533 ) ( 305,370 ) ( 107,153 )
Management fees of Consolidated Funds eliminated in consolidation 46,597 48,201 46,324
Performance income of Consolidated Funds eliminated in consolidation 28,135 13,672 11,529
Administrative, transaction and other fees of Consolidated Funds eliminated in consolidation 525 7,166 17,013
Administrative fees (1)
( 70,363 ) ( 63,144 ) ( 69,414 )
OMG revenue ( 20,357 ) ( 23,685 ) ( 24,354 )
Principal investment income, net of eliminations ( 45,424 ) ( 36,516 ) ( 12,278 )
Net revenue of non-controlling interests in consolidated subsidiaries ( 23,693 ) ( 35,923 ) ( 37,103 )
Total consolidation adjustments and reconciling items ( 194,113 ) ( 395,599 ) ( 175,436 )
Total segment revenue $ 3,690,668 $ 3,236,285 $ 2,880,007
(1) Represents administrative fees from expense reimbursements that are presented within administrative, transaction and other fees within the Company’s Consolidated Statements of Operations and are netted against the respective expenses for segment reporting.
The following table reconciles the Company’s consolidated expenses to segment expenses:
Year ended December 31,
2024 2023 2022
Total consolidated expenses $ 2,938,691 $ 2,797,858 $ 2,749,085
Performance related compensation-unrealized ( 36,823 ) ( 206,923 ) ( 88,502 )
Expenses of Consolidated Funds added in consolidation ( 69,320 ) ( 93,167 ) ( 86,988 )
Expenses of Consolidated Funds eliminated in consolidation 48,441 50,108 50,833
Administrative fees (1)
( 70,363 ) ( 62,773 ) ( 68,255 )
OMG expenses ( 641,287 ) ( 561,737 ) ( 472,413 )
Acquisition and merger-related expense ( 57,360 ) ( 12,000 ) ( 15,197 )
Equity compensation expense ( 352,851 ) ( 255,790 ) ( 200,106 )
Acquisition-related compensation expense (2)
( 38,150 ) ( 7,334 ) ( 206,252 )
Placement fee adjustment ( 5,715 ) 5,819 ( 2,088 )
Depreciation and amortization expense ( 157,341 ) ( 233,185 ) ( 335,083 )
Expense of non-controlling interests in consolidated subsidiaries
1,201 ( 19,877 ) ( 30,741 )
Total consolidation adjustments and reconciling items ( 1,379,568 ) ( 1,396,859 ) ( 1,454,792 )
Total segment expenses $ 1,559,123 $ 1,400,999 $ 1,294,293
(1) Represents administrative fees from expense reimbursements that are presented within administrative, transaction and other fees within the Company’s Consolidated Statements of Operations and are netted against the respective expenses for segment reporting.
(2) Represents bonus payments and contingent liabilities (“earnouts”) resulting from the acquisitions that are recorded as compensation expense and are presented within compensation and benefits within the Company’s Consolidated Statements of Operations. See “Note 8. Commitments and Contingencies” for a further description of the contingent liabilities related to the various acquisitions.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
The following table reconciles the Company’s consolidated other income to segment realized net investment loss:
Year ended December 31,
2024 2023 2022
Total consolidated other income $ 329,262 $ 499,037 $ 204,448
Investment income—unrealized ( 5,613 ) ( 178,481 ) ( 12,834 )
Other income, net from Consolidated Funds added in consolidation ( 379,090 ) ( 492,848 ) ( 250,144 )
Other expense, net from Consolidated Funds eliminated in consolidation ( 12,835 ) ( 16,485 ) ( 16,484 )
OMG other (income) expense ( 4,413 ) 1,074 14,419
Principal investment income 38,367 155,632 48,223
Other (income) expense, net
( 12,172 ) 976 1,873
Other (income) loss of non-controlling interests in consolidated subsidiaries 2,627 ( 1,203 ) 6,005
Total consolidation adjustments and reconciling items ( 373,129 ) ( 531,335 ) ( 208,942 )
Total segment realized net investment loss $ ( 43,867 ) $ ( 32,298 ) $ ( 4,494 )
The following table presents the reconciliation of income before taxes as reported in the Consolidated Statements of Operations to segment results of RI and FRE:
Year ended December 31,
2024 2023 2022
Income before taxes $ 1,275,352 $ 1,333,063 $ 510,806
Adjustments:
Depreciation and amortization expense 157,341 233,185 335,083
Equity compensation expense 352,851 255,419 198,948
Acquisition-related compensation expense (1)
38,150 7,334 206,252
Acquisition and merger-related expense 57,360 12,000 15,197
Placement fee adjustment 5,715 ( 5,819 ) 2,088
OMG expense, net 616,517 539,126 462,478
Other (income) expense, net
( 12,172 ) 976 1,874
Income before taxes of non-controlling interests in consolidated subsidiaries ( 22,267 ) ( 17,249 ) ( 357 )
Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations ( 302,846 ) ( 278,119 ) ( 119,664 )
Total performance income—unrealized ( 109,533 ) ( 305,370 ) ( 107,153 )
Total performance related compensation—unrealized 36,823 206,923 88,502
Total net investment income—unrealized ( 5,613 ) ( 178,481 ) ( 12,834 )
Realized income 2,087,678 1,802,988 1,581,220
Total performance income—realized ( 430,179 ) ( 415,899 ) ( 418,021 )
Total performance related compensation—realized 281,301 282,406 274,541
Total net investment loss—realized 43,867 32,298 4,494
Fee related earnings $ 1,982,667 $ 1,701,793 $ 1,442,234
(1) Represents bonus payments and earnouts resulting from the acquisitions that are recorded as compensation expense and are presented within compensation and benefits within the Company’s Consolidated Statements of Operations. See “Note 8. Commitments and Contingencies” for a further description of the contingent liabilities related to the various acquisitions.
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
15. CONSOLIDATION
Deconsolidation of Funds
Certain funds that have historically been consolidated in the financial statements that are no longer consolidated because, as of the reporting period: (i) such funds have been liquidated or dissolved; or (ii) the Company is no longer deemed to be the primary beneficiary of the VIE as it no longer has a significant economic interest. During the year ended December 31, 2024, the Company deconsolidated one CLO as a result of significant change in ownership. During the year ended December 31, 2023, the Company deconsolidated one SPAC as a result of liquidation and one private fund experienced a significant change in ownership that resulted in deconsolidation of the entity. During the year ended December 31, 2022, the Company did not deconsolidate any entity.
Investments in Consolidated Variable Interest Entities
The Company consolidates entities in which the Company has a variable interest and as the general partner or investment manager, has both the power to direct the most significant activities and a potentially significant economic interest. Investments in the consolidated VIEs are reported at fair value and represent the Company’s maximum exposure to loss.
Investments in Non-Consolidated Variable Interest Entities
The Company holds interests in certain VIEs that are not consolidated as the Company is not the primary beneficiary. The Company’s interest in such entities generally is in the form of direct equity interests, fixed fee arrangements or both. The maximum exposure to loss represents the potential loss of assets by the Company relating to its direct investments in these non-consolidated entities. Investments in the non-consolidated VIEs are carried at fair value.
The Company’s interests in consolidated and non-consolidated VIEs, as presented within the Consolidated Statements of Financial Condition, its respective maximum exposure to loss relating to non-consolidated VIEs, and its net income attributable to non-controlling interests related to consolidated VIEs, as presented within the Consolidated Statements of Operations, are as follows:
As of December 31,
2024 2023
Maximum exposure to loss attributable to the Company’s investment in non-consolidated VIEs
$ 386,927 $ 503,376
Maximum exposure to loss attributable to the Company’s investment in consolidated VIEs 791,133 910,600
Assets of consolidated VIEs
13,698,611 15,484,962
Liabilities of consolidated VIEs
10,879,735 13,409,257
Year ended December 31,
2024 2023 2022
Net income attributable to non-controlling interests related to consolidated VIEs $ 269,743 $ 204,571 $ 105,797
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Consolidating Schedules
The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company’s financial condition, results from operations and cash flows:
As of December 31, 2024
Consolidated
Company Entities Consolidated
Funds Eliminations Consolidated
Assets
Cash and cash equivalents $ 1,507,976 $ — $ — $ 1,507,976
Investments (includes $ 3,495,115 of accrued carried interest)
5,485,012 — ( 840,237 ) 4,644,775
Due from affiliates 1,236,450 — ( 179,842 ) 1,056,608
Other assets 774,654 — — 774,654
Right-of-use operating lease assets 511,319 — — 511,319
Intangible assets, net 975,828 — — 975,828
Goodwill 1,162,636 — — 1,162,636
Assets of Consolidated Funds
Cash and cash equivalents — 1,227,489 — 1,227,489
Investments held in trust account — 550,800 — 550,800
Investments, at fair value — 12,187,044 — 12,187,044
Receivable for securities sold — 202,782 — 202,782
Other assets — 82,397 — 82,397
Total assets $ 11,653,875 $ 14,250,512 $ ( 1,020,079 ) $ 24,884,308
Liabilities
Accounts payable, accrued expenses and other liabilities $ 364,152 $ — $ ( 280 ) $ 363,872
Accrued compensation 280,894 — — 280,894
Due to affiliates 500,480 — — 500,480
Performance related compensation payable 2,537,203 — — 2,537,203
Debt obligations 2,558,914 — — 2,558,914
Operating lease liabilities 641,864 — — 641,864
Liabilities of Consolidated Funds
Accounts payable, accrued expenses and other liabilities — 323,566 ( 466 ) 323,100
Due to affiliates — 178,409 ( 178,409 ) —
Payable for securities purchased — 332,406 — 332,406
CLO loan obligations, at fair value — 9,793,645 ( 121,456 ) 9,672,189
Fund borrowings — 275,000 — 275,000
Total liabilities 6,883,507 10,903,026 ( 300,611 ) 17,485,922
Commitments and contingencies
Redeemable interest in Consolidated Funds — 550,700 — 550,700
Redeemable interest in Ares Operating Group entities 23,496 — — 23,496
Non-controlling interest in Consolidated Funds — 2,796,786 ( 771,120 ) 2,025,666
Non-controlling interest in Ares Operating Group entities 1,236,767 — 18,111 1,254,878
Stockholders’ Equity
Series B mandatory convertible preferred stock, $ 0.01 par value, 1,000,000,000 shares authorized ( 30,000,000 shares issued and outstanding)
1,458,771 — — 1,458,771
Class A common stock, $ 0.01 par value, 1,500,000,000 shares authorized ( 199,872,571 shares issued and outstanding)
1,999 — — 1,999
Non-voting common stock, $ 0.01 par value, 500,000,000 shares authorized ( 3,489,911 shares issued and outstanding)
35 — — 35
Class B common stock, $ 0.01 par value, 1,000 shares authorized ( 1,000 shares issued and outstanding)
— — — —
Class C common stock, $ 0.01 par value, 499,999,000 shares authorized ( 109,806,689 shares issued and outstanding)
1,098 — — 1,098
Additional paid-in-capital 2,903,253 — 33,541 2,936,794
Accumulated deficit ( 837,294 ) — — ( 837,294 )
Accumulated other comprehensive loss, net of tax ( 17,757 ) — — ( 17,757 )
Total stockholders’ equity 3,510,105 — 33,541 3,543,646
Total equity 4,746,872 2,796,786 ( 719,468 ) 6,824,190
Total liabilities, redeemable interest, non-controlling interests and equity $ 11,653,875 $ 14,250,512 $ ( 1,020,079 ) $ 24,884,308
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
As of December 31, 2023
Consolidated
Company Entities Consolidated
Funds Eliminations Consolidated
Assets
Cash and cash equivalents $ 348,274 $ — $ — $ 348,274
Investments (includes $ 3,413,007 of accrued carried interest)
5,546,209 — ( 921,277 ) 4,624,932
Due from affiliates 1,068,089 — ( 171,343 ) 896,746
Other assets 429,979 — — 429,979
Right-of-use operating lease assets 249,326 — — 249,326
Intangible assets, net 1,058,495 — — 1,058,495
Goodwill 1,123,976 — — 1,123,976
Assets of Consolidated Funds
Cash and cash equivalents — 1,149,511 — 1,149,511
Investments held in trust account — 523,038 — 523,038
Investments, at fair value — 14,078,549 — 14,078,549
Receivable for securities sold — 146,851 — 146,851
Other assets — 112,466 ( 11,643 ) 100,823
Total assets $ 9,824,348 $ 16,010,415 $ ( 1,104,263 ) $ 24,730,500
Liabilities
Accounts payable, accrued expenses and other liabilities $ 245,526 $ — $ ( 11,642 ) $ 233,884
Accrued compensation 287,259 — — 287,259
Due to affiliates 240,254 — — 240,254
Performance related compensation payable 2,514,610 — — 2,514,610
Debt obligations 2,965,480 — — 2,965,480
Operating lease liabilities 319,572 — — 319,572
Liabilities of Consolidated Funds
Accounts payable, accrued expenses and other liabilities — 189,523 — 189,523
Due to affiliates — 174,897 ( 171,343 ) 3,554
Payable for securities purchased — 484,117 — 484,117
CLO loan obligations, at fair value — 12,458,266 ( 112,609 ) 12,345,657
Fund borrowings — 125,241 — 125,241
Total liabilities 6,572,701 13,432,044 ( 295,594 ) 19,709,151
Commitments and contingencies
Redeemable interest in Consolidated Funds — 522,938 — 522,938
Redeemable interest in Ares Operating Group entities 24,098 — — 24,098
Non-controlling interest in Consolidated Funds — 2,055,433 ( 796,988 ) 1,258,445
Non-controlling interest in Ares Operating Group entities 1,326,913 — ( 4,444 ) 1,322,469
Stockholders’ Equity
Class A common stock, $ 0.01 par value, 1,500,000,000 shares authorized ( 187,069,907 shares issued and outstanding)
1,871 — — 1,871
Non-voting common stock, $ 0.01 par value, 500,000,000 shares authorized ( 3,489,911 shares issued and outstanding)
35 — — 35
Class B common stock, $ 0.01 par value, 1,000 shares authorized ($ 1,000 shares issued and outstanding)
— — — —
Class C common stock, $ 0.01 par value, 499,999,000 shares authorized ( 117,024,758 shares issued and outstanding)
1,170 — — 1,170
Additional paid-in-capital 2,398,273 — ( 7,237 ) 2,391,036
Accumulated deficit ( 495,083 ) — — ( 495,083 )
Accumulated other comprehensive loss, net of tax ( 5,630 ) — — ( 5,630 )
Total stockholders’ equity 1,900,636 — ( 7,237 ) 1,893,399
Total equity 3,227,549 2,055,433 ( 808,669 ) 4,474,313
Total liabilities, redeemable interest, non-controlling interests and equity $ 9,824,348 $ 16,010,415 $ ( 1,104,263 ) $ 24,730,500
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Year ended December 31, 2024
Consolidated
Company Entities Consolidated
Funds Eliminations Consolidated
Revenues
Management fees $ 2,988,723 $ — $ ( 46,597 ) $ 2,942,126
Carried interest allocation 416,995 — ( 26,815 ) 390,180
Incentive fees 345,477 — ( 1,320 ) 344,157
Principal investment income 38,367 — 7,057 45,424
Administrative, transaction and other fees 163,419 — ( 525 ) 162,894
Total revenues 3,952,981 — ( 68,200 ) 3,884,781
Expenses
Compensation and benefits 1,731,747 — — 1,731,747
Performance related compensation 449,564 — — 449,564
General, administrative and other expense 736,501 — — 736,501
Expenses of the Consolidated Funds — 69,320 ( 48,441 ) 20,879
Total expenses 2,917,812 69,320 ( 48,441 ) 2,938,691
Other income (expense)
Net realized and unrealized gains on investments 31,214 — ( 14,644 ) 16,570
Interest and dividend income 48,484 — ( 5,430 ) 43,054
Interest expense ( 142,966 ) — — ( 142,966 )
Other income, net 605 — 22 627
Net realized and unrealized gains on investments of the Consolidated Funds — 291,534 22,429 313,963
Interest and other income of the Consolidated Funds — 933,349 — 933,349
Interest expense of the Consolidated Funds — ( 845,793 ) 10,458 ( 835,335 )
Total other income (expense), net ( 62,663 ) 379,090 12,835 329,262
Income before taxes 972,506 309,770 ( 6,924 ) 1,275,352
Income tax expense 157,543 7,074 — 164,617
Net income 814,963 302,696 ( 6,924 ) 1,110,735
Less: Net income attributable to non-controlling interests in Consolidated Funds — 302,696 ( 6,924 ) 295,772
Net income attributable to Ares Operating Group entities 814,963 — — 814,963
Less: Net income attributable to redeemable interest in Ares Operating Group entities 103 — — 103
Less: Net income attributable to non-controlling interests in Ares Operating Group entities 351,118 — — 351,118
Net income attributable to Ares Management Corporation 463,742 — — 463,742
Less: Series B mandatory convertible preferred stock dividends declared 22,781 — — 22,781
Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 440,961 $ — $ — $ 440,961
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Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Year ended December 31, 2023
Consolidated
Company Entities Consolidated
Funds Eliminations Consolidated
Revenues
Management fees $ 2,599,351 $ — $ ( 48,201 ) $ 2,551,150
Carried interest allocation 631,150 — ( 12,571 ) 618,579
Incentive fees 277,728 — ( 1,101 ) 276,627
Principal investment income 155,632 — ( 119,116 ) 36,516
Administrative, transaction and other fees 156,178 — ( 7,166 ) 149,012
Total revenues 3,820,039 — ( 188,155 ) 3,631,884
Expenses
Compensation and benefits 1,486,698 — — 1,486,698
Performance related compensation 607,522 — — 607,522
General, administrative and other expense 660,579 — ( 433 ) 660,146
Expenses of the Consolidated Funds — 93,167 ( 49,675 ) 43,492
Total expenses 2,754,799 93,167 ( 50,108 ) 2,797,858
Other income (expense)
Net realized and unrealized gains on investments 76,415 — 1,158 77,573
Interest and dividend income 29,850 — ( 10,574 ) 19,276
Interest expense ( 106,276 ) — — ( 106,276 )
Other income (expense), net ( 10,285 ) — 15,104 4,819
Net realized and unrealized gains on investments of the Consolidated Funds — 239,802 22,898 262,700
Interest and other income of the Consolidated Funds — 1,010,649 ( 15,104 ) 995,545
Interest expense of the Consolidated Funds — ( 757,603 ) 3,003 ( 754,600 )
Total other income (expense), net ( 10,296 ) 492,848 16,485 499,037
Income before taxes 1,054,944 399,681 ( 121,562 ) 1,333,063
Income tax expense 169,148 3,823 — 172,971
Net income 885,796 395,858 ( 121,562 ) 1,160,092
Less: Net income attributable to non-controlling interests in Consolidated Funds — 395,858 ( 121,562 ) 274,296
Net income attributable to Ares Operating Group entities 885,796 — — 885,796
Less: Net income attributable to redeemable interest in Ares Operating Group entities 226 — — 226
Less: Net income attributable to non-controlling interests in Ares Operating Group entities 411,244 — — 411,244
Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 474,326 $ — $ — $ 474,326
F-56
Table of Contents
Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Year ended December 31, 2022
Consolidated
Company
Entities Consolidated
Funds Eliminations Consolidated
Revenues
Management fees $ 2,182,757 $ — $ ( 46,324 ) $ 2,136,433
Carried interest allocation 465,561 — ( 7,549 ) 458,012
Incentive fees 305,167 — ( 3,980 ) 301,187
Principal investment income 48,222 — ( 35,943 ) 12,279
Administrative, transaction and other fees 164,545 — ( 17,013 ) 147,532
Total revenues 3,166,252 — ( 110,809 ) 3,055,443
Expenses
Compensation and benefits 1,498,590 — — 1,498,590
Performance related compensation 518,829 — — 518,829
General, administrative and other expense 695,511 — ( 255 ) 695,256
Expenses of the Consolidated Funds — 86,988 ( 50,578 ) 36,410
Total expenses 2,712,930 86,988 ( 50,833 ) 2,749,085
Other income (expense)
Net realized and unrealized gains (losses) on investments ( 27,924 ) — 32,656 4,732
Interest and dividend income 25,196 — ( 15,797 ) 9,399
Interest expense ( 71,356 ) — — ( 71,356 )
Other income, net 11,904 — 1,215 13,119
Net realized and unrealized gains on investments of the Consolidated Funds — 87,287 ( 13,901 ) 73,386
Interest and other income of the Consolidated Funds — 587,744 ( 1,215 ) 586,529
Interest expense of the Consolidated Funds — ( 424,887 ) 13,526 ( 411,361 )
Total other income (expense), net ( 62,180 ) 250,144 16,484 204,448
Income before taxes 391,142 163,156 ( 43,492 ) 510,806
Income tax expense 71,560 331 — 71,891
Net income 319,582 162,825 ( 43,492 ) 438,915
Less: Net income attributable to non-controlling interests in Consolidated Funds — 162,825 ( 43,492 ) 119,333
Net income attributable to Ares Operating Group entities 319,582 — — 319,582
Less: Net loss attributable to redeemable interest in Ares Operating Group entities ( 851 ) — — ( 851 )
Less: Net income attributable to non-controlling interests in Ares Operating Group entities 152,892 — — 152,892
Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 167,541 $ — $ — $ 167,541
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Year ended December 31, 2024
Consolidated
Company Entities Consolidated
Funds Eliminations Consolidated
Cash flows from operating activities:
Net income $ 814,963 $ 302,696 $ ( 6,924 ) $ 1,110,735
Adjustments to reconcile net income to net cash provided by operating activities:
Equity compensation expense 352,851 — — 352,851
Depreciation and amortization 158,578 — — 158,578
Net realized and unrealized gains on investments ( 3,399 ) — ( 18,064 ) ( 21,463 )
Other non-cash amounts 11,755 — — 11,755
Investments purchased ( 606,536 ) — 25,792 ( 580,744 )
Proceeds from sale of investments 799,221 — ( 115,583 ) 683,638
Adjustments to reconcile net income to net cash provided by operating activities allocable to non-controlling interests in Consolidated Funds:
Net realized and unrealized gains on investments — ( 291,534 ) ( 22,429 ) ( 313,963 )
Other non-cash amounts — ( 48,963 ) — ( 48,963 )
Investments purchased — ( 5,927,444 ) — ( 5,927,444 )
Proceeds from sale of investments — 7,569,165 — 7,569,165
Cash flows due to changes in operating assets and liabilities:
Net carried interest and incentive fees receivable ( 214,989 ) — 26,815 ( 188,174 )
Due to/from affiliates 214,999 — 8,499 223,498
Other assets ( 252,644 ) — — ( 252,644 )
Accrued compensation and benefits ( 7,096 ) — — ( 7,096 )
Accounts payable, accrued expenses and other liabilities 137,021 — 11,363 148,384
Cash flows due to changes in operating assets and liabilities allocable to non-controlling interest in Consolidated Funds:
Change in cash and cash equivalents held at Consolidated Funds — — ( 77,978 ) ( 77,978 )
Net cash relinquished with deconsolidation of Consolidated Funds — ( 46,205 ) — ( 46,205 )
Change in other assets and receivables held at Consolidated Funds — ( 44,647 ) ( 5,127 ) ( 49,774 )
Change in other liabilities and payables held at Consolidated Funds — 47,464 ( 466 ) 46,998
Net cash provided by operating activities 1,404,724 1,560,532 ( 174,102 ) 2,791,154
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements, net of disposals ( 91,509 ) — — ( 91,509 )
Acquisitions, net of cash acquired ( 67,895 ) — — ( 67,895 )
Net cash used in investing activities ( 159,404 ) — — ( 159,404 )
Cash flows from financing activities:
Net proceeds from issuance of Series B mandatory convertible preferred stock 1,458,771 — — 1,458,771
Net proceeds from issuance of Class A common stock 407,124 — — 407,124
Proceeds from Credit Facility 1,210,000 — — 1,210,000
Proceeds from issuance of senior notes 736,010 — — 736,010
Repayments of Credit Facility ( 2,105,000 ) — — ( 2,105,000 )
Repayment of senior notes ( 250,000 ) — — ( 250,000 )
Dividends and distributions ( 1,310,896 ) — — ( 1,310,896 )
Stock option exercises 1,511 — — 1,511
Taxes paid related to net share settlement of equity awards ( 227,532 ) — — ( 227,532 )
Other financing activities 2,285 — — 2,285
Allocable to redeemable and non-controlling interests in Consolidated Funds:
Contributions from redeemable and non-controlling interests in Consolidated Funds — 569,479 69,675 639,154
Distributions to non-controlling interests in Consolidated Funds — ( 150,470 ) 26,449 ( 124,021 )
Borrowings under loan obligations by Consolidated Funds — 359,351 — 359,351
Repayments under loan obligations by Consolidated Funds — ( 2,228,351 ) — ( 2,228,351 )
Net cash used in financing activities ( 77,727 ) ( 1,449,991 ) 96,124 ( 1,431,594 )
Effect of exchange rate changes ( 7,892 ) ( 32,562 ) — ( 40,454 )
Net change in cash and cash equivalents 1,159,701 77,979 ( 77,978 ) 1,159,702
Cash and cash equivalents, beginning of period 348,274 1,149,511 ( 1,149,511 ) 348,274
Cash and cash equivalents, end of period $ 1,507,975 $ 1,227,490 $ ( 1,227,489 ) $ 1,507,976
Supplemental disclosure of non-cash financing activities:
Equity issued in connection with acquisition-related activities $ 21,002 $ — $ — $ 21,002
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 132,645 $ 734,115 $ — $ 866,760
Cash paid during the period for income taxes $ 107,193 $ 377 $ — $ 107,570
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Year ended December 31, 2023
Consolidated
Company Entities Consolidated
Funds Eliminations Consolidated
Cash flows from operating activities:
Net income $ 885,796 $ 395,858 $ ( 121,562 ) $ 1,160,092
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity compensation expense 255,965 — — 255,965
Depreciation and amortization 231,712 — — 231,712
Net realized and unrealized gains on investments ( 197,874 ) — 107,137 ( 90,737 )
Other non-cash amounts 74 — — 74
Investments purchased ( 726,051 ) — 218,119 ( 507,932 )
Proceeds from sale of investments 214,938 — ( 8,775 ) 206,163
Adjustments to reconcile net income to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds:
Net realized and unrealized gains on investments — ( 239,802 ) ( 22,898 ) ( 262,700 )
Other non-cash amounts — ( 101,465 ) — ( 101,465 )
Investments purchased — ( 8,847,856 ) — ( 8,847,856 )
Proceeds from sale of investments — 8,149,617 — 8,149,617
Cash flows due to changes in operating assets and liabilities:
Net carried interest and incentive fees receivable ( 61,429 ) — 12,571 ( 48,858 )
Due to/from affiliates ( 200,704 ) — ( 19,717 ) ( 220,421 )
Other assets 21,532 — — 21,532
Accrued compensation and benefits 20,383 — — 20,383
Accounts payable, accrued expenses and other liabilities 28,765 — ( 901 ) 27,864
Cash flows due to changes in operating assets and liabilities allocable to non-controlling interest in Consolidated Funds:
Change in cash and cash equivalents held at Consolidated Funds — — ( 424,870 ) ( 424,870 )
Net cash relinquished with deconsolidation of Consolidated Funds — ( 623 ) — ( 623 )
Change in other assets and receivables held at Consolidated Funds — ( 53,916 ) 33,669 ( 20,247 )
Change in other liabilities and payables held at Consolidated Funds — 219,046 — 219,046
Net cash provided by (used in) operating activities 473,107 ( 479,141 ) ( 227,227 ) ( 233,261 )
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements, net of disposals ( 67,183 ) — — ( 67,183 )
Acquisitions, net of cash acquired ( 43,896 ) — — ( 43,896 )
Net cash used in investing activities ( 111,079 ) — — ( 111,079 )
Cash flows from financing activities:
Proceeds from Credit Facility 1,410,000 — — 1,410,000
Proceeds from issuance of senior notes 499,010 — — 499,010
Repayments of Credit Facility ( 1,215,000 ) — — ( 1,215,000 )
Dividends and distributions ( 1,030,666 ) — — ( 1,030,666 )
Stock option exercises 85,959 — — 85,959
Taxes paid related to net share settlement of equity awards ( 157,007 ) — — ( 157,007 )
Other financing activities 2,943 — — 2,943
Allocable to non-controlling interests in Consolidated Funds:
Contributions from non-controlling interests in Consolidated Funds — 1,071,575 ( 216,119 ) 855,456
Distributions to non-controlling interests in Consolidated Funds — ( 119,604 ) 18,476 ( 101,128 )
Redemptions of redeemable interests in Consolidated Funds — ( 1,045,874 ) — ( 1,045,874 )
Borrowings under loan obligations by Consolidated Funds — 1,387,297 — 1,387,297
Repayments under loan obligations by Consolidated Funds — ( 398,864 ) — ( 398,864 )
Net cash provided by (used in) financing activities ( 404,761 ) 894,530 ( 197,643 ) 292,126
Effect of exchange rate changes 1,020 9,481 — 10,501
Net change in cash and cash equivalents ( 41,713 ) 424,870 ( 424,870 ) ( 41,713 )
Cash and cash equivalents, beginning of period 389,987 724,641 ( 724,641 ) 389,987
Cash and cash equivalents, end of period $ 348,274 $ 1,149,511 $ ( 1,149,511 ) $ 348,274
Supplemental disclosure of non-cash financing activities:
Equity issued in connection with acquisition-related activities $ 239,545 $ — $ — $ 239,545
Equity issued in connection with settlement of management incentive program $ 245,647 $ — $ — $ 245,647
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 98,920 $ 623,723 $ — $ 722,643
Cash paid during the period for income taxes $ 61,563 $ 444 $ — $ 62,007
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
Year ended December 31, 2022
Consolidated
Company
Entities Consolidated
Funds Eliminations Consolidated
Cash flows from operating activities:
Net income $ 319,582 $ 162,825 $ ( 43,492 ) $ 438,915
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity compensation expense 200,391 — — 200,391
Depreciation and amortization 341,341 — — 341,341
Net realized and unrealized losses on investments 15,717 — ( 4,788 ) 10,929
Investments purchased ( 443,505 ) — 72,381 ( 371,124 )
Proceeds from sale of investments 303,987 — ( 121,494 ) 182,493
Adjustments to reconcile net income to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds:
Net realized and unrealized gains on investments — ( 87,287 ) 13,901 ( 73,386 )
Other non-cash amounts — ( 33,822 ) — ( 33,822 )
Investments purchased — ( 9,408,078 ) ( 25,951 ) ( 9,434,029 )
Proceeds from sale of investments — 8,198,812 — 8,198,812
Cash flows due to changes in operating assets and liabilities:
Net carried interest and incentive fees receivable ( 28,161 ) — 7,549 ( 20,612 )
Due to/from affiliates ( 125,407 ) — 164,480 39,073
Other assets ( 101,275 ) — ( 3,930 ) ( 105,205 )
Accrued compensation and benefits 200,769 — — 200,769
Accounts payable, accrued expenses and other liabilities ( 50,471 ) — ( 1,214 ) ( 51,685 )
Cash flows due to changes in operating assets and liabilities allocable to non-controlling interest in Consolidated Funds:
Change in cash and cash equivalents held at Consolidated Funds — — 324,550 324,550
Change in other assets and receivables held at Consolidated Funds — 286,895 ( 135,000 ) 151,895
Change in other liabilities and payables held at Consolidated Funds — ( 733,417 ) — ( 733,417 )
Net cash provided by (used in) operating activities 632,968 ( 1,614,072 ) 246,992 ( 734,112 )
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements, net of disposals ( 35,796 ) — — ( 35,796 )
Acquisitions, net of cash acquired ( 301,583 ) — — ( 301,583 )
Net cash used in investing activities ( 337,379 ) — — ( 337,379 )
Cash flows from financing activities:
Proceeds from Credit Facility 1,380,000 — — 1,380,000
Proceeds from issuance of senior notes 488,915 — — 488,915
Repayments of Credit Facility ( 1,095,000 ) — — ( 1,095,000 )
Dividends and distributions ( 836,364 ) — — ( 836,364 )
Stock option exercises 21,205 — — 21,205
Taxes paid related to net share settlement of equity awards ( 201,311 ) — — ( 201,311 )
Other financing activities 4,055 — — 4,055
Allocable to non-controlling interests in Consolidated Funds:
Contributions from non-controlling interests in Consolidated Funds — 596,777 ( 47,381 ) 549,396
Distributions to non-controlling interests in Consolidated Funds — ( 303,230 ) 124,939 ( 178,291 )
Borrowings under loan obligations by Consolidated Funds — 1,140,680 — 1,140,680
Repayments under loan obligations by Consolidated Funds — ( 145,222 ) — ( 145,222 )
Net cash provided by financing activities ( 238,500 ) 1,289,005 77,558 1,128,063
Effect of exchange rate changes ( 10,757 ) 517 — ( 10,240 )
Net change in cash and cash equivalents 46,332 ( 324,550 ) 324,550 46,332
Cash and cash equivalents, beginning of period 343,655 1,049,191 ( 1,049,191 ) 343,655
Cash and cash equivalents, end of period $ 389,987 $ 724,641 $ ( 724,641 ) $ 389,987
Supplemental disclosure of non-cash financing activities:
Equity issued in connection with acquisition-related activities $ 12,835 $ — $ — $ 12,835
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 59,463 $ 260,866 $ — $ 320,329
Cash paid during the period for income taxes $ 104,544 $ 320 $ — $ 104,864
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Ares Management Corporation
Notes to the Consolidated Financial Statements (Continued)
(Dollars in Thousands, Except Share Data and As Otherwise Noted)
16. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after December 31, 2024 through the date the consolidated financial statements were issued. During this period, the Company had the following material subsequent events that require disclosure:
In February 2025, the Company’s board of directors declared a quarterly dividend of $ 1.12 per share of Class A and non-voting common stock payable on March 31, 2025 to common stockholders of record at the close of business on March 17, 2025.
In February 2025, the Company’s board of directors declared a quarterly dividend of $ 0.84375 per share of Series B mandatory convertible preferred stock payable on April 1, 2025 to preferred stockholders of record on March 15, 2025.
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