CONSOLIDATION | 16. CONSOLIDATION Investments in Consolidated Variable Interest Entities The Company consolidates entities in which the Company has a variable interest and as the general partner or investment manager, has both the power to direct the most significant activities and a potentially significant economic interest. Investments in the consolidated VIEs are reported at fair value and represent the Company’s maximum exposure to loss. Investments in Non-Consolidated Variable Interest Entities The Company holds interests in certain VIEs that are not consolidated as the Company is not the primary beneficiary. The Company's interest in such entities generally is in the form of direct equity interests, fixed fee arrangements or both. The maximum exposure to loss represents the potential loss of assets by the Company relating to these non-consolidated entities. Investments in the non-consolidated VIEs are carried at fair value. The Company's interests in consolidated and non-consolidated VIEs, as presented in the Condensed Consolidated Statements of Financial Condition, and its respective maximum exposure to loss relating to non-consolidated VIEs are as follows: As of September 30, As of December 31, 2021 2020 Maximum exposure to loss attributable to the Company's investment in non-consolidated VIEs (1) $ 340,988 $ 224,203 Maximum exposure to loss attributable to the Company's investment in consolidated VIEs (1) 478,164 391,963 Assets of consolidated VIEs 12,190,617 11,580,003 Liabilities of consolidated VIEs 11,238,928 10,716,438 (1) As of September 30, 2021 and December 31, 2020, the Company's maximum exposure of loss for CLO securities was equal to the cumulative fair value of our capital interest in CLOs that are managed and totaled $104.4 million and $107.7 million, respectively. Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net income (loss) attributable to non-controlling interests related to consolidated VIEs $ 38,597 $ 42,627 $ 84,285 $ (38,593) 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 September 30, 2021 Consolidated Consolidated Eliminations Consolidated Assets Cash and cash equivalents $ 295,704 $ — $ — $ 295,704 Investments (includes $2,625,319 of accrued carried interest) 3,804,023 — (481,358) 3,322,665 Due from affiliates 517,504 — (24,093) 493,411 Other assets 1,006,870 — — 1,006,870 Intangible assets, net 1,452,690 — — 1,452,690 Right-of-use operating lease assets 176,511 — — 176,511 Assets of Consolidated Funds Cash and cash equivalents — 1,581,433 — 1,581,433 U.S. Treasury securities, at fair value — 1,000,165 — 1,000,165 Investments, at fair value — 10,356,640 4,214 10,360,854 Due from affiliates — 19,089 (10,030) 9,059 Receivable for securities sold — 187,230 — 187,230 Other assets — 47,806 — 47,806 Total assets $ 7,253,302 $ 13,192,363 $ (511,267) $ 19,934,398 Liabilities Accounts payable, accrued expenses and other liabilities $ 218,171 $ — $ (10,030) $ 208,141 Accrued compensation 309,569 — — 309,569 Due to affiliates 202,438 — — 202,438 Performance related compensation payable 1,895,343 — — 1,895,343 Debt obligations 1,238,325 — — 1,238,325 Operating lease liabilities 214,681 — — 214,681 Liabilities of Consolidated Funds Accounts payable, accrued expenses and other liabilities — 102,883 (13,198) 89,685 Due to affiliates — 19,880 (19,880) — Payable for securities purchased — 863,007 — 863,007 CLO loan obligations, at fair value — 10,220,040 (45,246) 10,174,794 Fund borrowings — 99,240 — 99,240 Total liabilities 4,078,527 11,305,050 (88,354) 15,295,223 Commitments and contingencies Redeemable interest in Consolidated Funds — 1,000,000 — 1,000,000 Redeemable interest in Ares Operating Group entities 98,649 — — 98,649 Non-controlling interest in Consolidated Funds — 887,313 (422,913) 464,400 Non-controlling interest in Ares Operating Group entities 1,322,866 — — 1,322,866 Stockholders' Equity Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (zero shares issued and outstanding) — — — — Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (167,581,165 shares issued and outstanding) 1,676 — — 1,676 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 (118,803,257 shares issued and outstanding) 1,188 — — 1,188 Additional paid-in-capital 1,881,913 — — 1,881,913 Retained earnings (128,981) — — (128,981) Accumulated other comprehensive loss, net of tax (2,571) — — (2,571) Total stockholders' equity 1,753,260 — — 1,753,260 Total equity 3,076,126 887,313 (422,913) 3,540,526 Total liabilities, redeemable interest, non-controlling interests and equity $ 7,253,302 $ 13,192,363 $ (511,267) $ 19,934,398 As of December 31, 2020 Consolidated Consolidated Eliminations Consolidated Assets Cash and cash equivalents $ 539,812 $ — $ — $ 539,812 Investments (includes $1,145,853 of accrued carried interest) 2,064,517 — (381,758) 1,682,759 Due from affiliates 426,021 — (20,134) 405,887 Other assets 590,543 — (211) 590,332 Intangible assets, net 222,087 — — 222,087 Right-of-use operating lease assets 154,742 — — 154,742 Assets of Consolidated Funds Cash and cash equivalents — 522,377 — 522,377 Investments, at fair value — 10,873,522 3,575 10,877,097 Due from affiliates — 27,377 (10,205) 17,172 Receivable for securities sold — 121,225 — 121,225 Other assets — 35,502 — 35,502 Total assets $ 3,997,722 $ 11,580,003 $ (408,733) $ 15,168,992 Liabilities Accounts payable, accrued expenses and other liabilities $ 125,494 $ — $ (10,205) $ 115,289 Accrued compensation 103,010 — — 103,010 Due to affiliates 100,186 — — 100,186 Performance related compensation payable 813,378 — — 813,378 Debt obligations 642,998 — — 642,998 Operating lease liabilities 180,236 — — 180,236 Liabilities of Consolidated Funds Accounts payable, accrued expenses and other liabilities — 46,824 — 46,824 Due to affiliates — 16,770 (16,770) — Payable for securities purchased — 514,946 — 514,946 CLO loan obligations — 10,015,989 (57,913) 9,958,076 Fund borrowings — 121,909 — 121,909 Total liabilities 1,965,302 10,716,438 (84,888) 12,596,852 Commitments and contingencies Redeemable interest in Ares Operating Group entities 100,366 — — 100,366 Non-controlling interest in Consolidated Funds — 863,565 (323,845) 539,720 Non-controlling interest in Ares Operating Group entities 738,369 — — 738,369 Stockholders' Equity Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (12,400,000 shares issued and outstanding) 298,761 — — 298,761 Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (147,182,562 shares issued and outstanding) 1,472 — — 1,472 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 (112,447,618 share issued and outstanding) 1,124 — — 1,124 Additional paid-in-capital 1,043,669 — — 1,043,669 Retained earnings (151,824) — — (151,824) Accumulated other comprehensive income, net of tax 483 — — 483 Total stockholders' equity 1,193,685 — — 1,193,685 Total equity 1,932,054 863,565 (323,845) 2,471,774 Total liabilities, redeemable interest, non-controlling interests and equity $ 3,997,722 $ 11,580,003 $ (408,733) $ 15,168,992 Three months ended September 30, 2021 Consolidated Consolidated Eliminations Consolidated Revenues Management fees $ 459,313 $ — $ (11,051) $ 448,262 Carried interest allocation 460,651 — — 460,651 Incentive fees 696 — — 696 Principal investment income 20,719 — (6,469) 14,250 Administrative, transaction and other fees 29,124 — (4,264) 24,860 Total revenues 970,503 — (21,784) 948,719 Expenses Compensation and benefits 335,569 — — 335,569 Performance related compensation 331,141 — — 331,141 General, administrative and other expense 134,453 — — 134,453 Expenses of the Consolidated Funds — 23,206 (11,102) 12,104 Total expenses 801,163 23,206 (11,102) 813,267 Other income (expense) Net realized and unrealized gains on investments 2,759 — 5,575 8,334 Interest and dividend income 2,702 — (1,326) 1,376 Interest expense (11,523) — — (11,523) Other income, net 36,338 — 316 36,654 Net realized and unrealized gains on investments of the Consolidated Funds — 36,695 (2,450) 34,245 Interest and other income of the Consolidated Funds — 104,344 (316) 104,028 Interest expense of the Consolidated Funds — (64,752) 3,174 (61,578) Total other income 30,276 76,287 4,973 111,536 Income before taxes 199,616 53,081 (5,709) 246,988 Income tax expense 30,273 2 — 30,275 Net income 169,343 53,079 (5,709) 216,713 Less: Net income attributable to non-controlling interests in Consolidated Funds — 53,079 (5,709) 47,370 Net income attributable to Ares Operating Group entities 169,343 — — 169,343 Less: Net income attributable to redeemable interest in Ares Operating Group entities 324 — — 324 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 84,293 — — 84,293 Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 84,726 $ — $ — $ 84,726 Three months ended September 30, 2020 Consolidated Consolidated Eliminations Consolidated Revenues Management fees $ 304,153 $ — $ (11,719) $ 292,434 Carried interest allocation 168,978 — — 168,978 Incentive fees 7,194 — — 7,194 Principal investment income 18,080 — (6,672) 11,408 Administrative, transaction and other fees 14,300 — (4,448) 9,852 Total revenues 512,705 — (22,839) 489,866 Expenses Compensation and benefits 194,267 — — 194,267 Performance related compensation 122,356 — — 122,356 General, administrative and other expense 69,938 — — 69,938 Expenses of the Consolidated Funds — 17,737 (11,718) 6,019 Total expenses 386,561 17,737 (11,718) 392,580 Other income (expense) Net realized and unrealized gains (losses) on investments 2,303 — (4,910) (2,607) Interest and dividend income 1,602 — (258) 1,344 Interest expense (6,815) — — (6,815) Other income (expense), net (6,337) — 8,540 2,203 Net realized and unrealized gains on investments of the Consolidated Funds — 9,850 8,121 17,971 Interest and other income of the Consolidated Funds — 126,100 (9,519) 116,581 Interest expense of the Consolidated Funds — (67,818) 1,496 (66,322) Total other income (expense) (9,247) 68,132 3,470 62,355 Income before taxes 116,897 50,395 (7,651) 159,641 Income tax expense 18,197 117 — 18,314 Net income 98,700 50,278 (7,651) 141,327 Less: Net income attributable to non-controlling interests in Consolidated Funds — 50,278 (7,651) 42,627 Net income attributable to Ares Operating Group entities 98,700 — — 98,700 Less: Net loss attributable to redeemable interest in Ares Operating Group entities (1,007) — — (1,007) Less: Net income attributable to non-controlling interests in Ares Operating Group entities 52,162 — — 52,162 Net income attributable to Ares Management Corporation 47,545 — — 47,545 Less: Series A Preferred Stock dividends paid 5,425 — — 5,425 Net income attributable to Ares Management Corporation Class A common stockholders $ 42,120 $ — $ — $ 42,120 Nine months ended September 30, 2021 Consolidated Consolidated Eliminations Consolidated Revenues Management fees $ 1,169,237 $ — $ (33,416) $ 1,135,821 Carried interest allocation 1,610,707 — — 1,610,707 Incentive fees 20,948 — (1,528) 19,420 Principal investment income 96,448 — (9,971) 86,477 Administrative, transaction and other fees 62,658 — (13,157) 49,501 Total revenues 2,959,998 — (58,072) 2,901,926 Expenses Compensation and benefits 837,108 — — 837,108 Performance related compensation 1,208,954 — — 1,208,954 General, administrative and other expense 285,471 — — 285,471 Expenses of the Consolidated Funds — 66,653 (35,078) 31,575 Total expenses 2,331,533 66,653 (35,078) 2,363,108 Other income (expense) Net realized and unrealized gains on investments 10,602 — 8,142 18,744 Interest and dividend income 9,695 — (2,877) 6,818 Interest expense (25,125) — — (25,125) Other income, net 30,861 — (175) 30,686 Net realized and unrealized gains on investments of the Consolidated Funds — 46,541 (1,821) 44,720 Interest and other income of the Consolidated Funds — 333,570 175 333,745 Interest expense of the Consolidated Funds — (201,916) 10,339 (191,577) Total other income 26,033 178,195 13,783 218,011 Income before taxes 654,498 111,542 (9,211) 756,829 Income tax expense 104,411 76 — 104,487 Net income 550,087 111,466 (9,211) 652,342 Less: Net income attributable to non-controlling interests in Consolidated Funds — 111,466 (9,211) 102,255 Net income attributable to Ares Operating Group entities 550,087 — — 550,087 Less: Net income attributable to redeemable interest in Ares Operating Group entities 693 — — 693 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 264,646 — — 264,646 Net income attributable to Ares Management Corporation 284,748 — — 284,748 Less: Series A Preferred Stock dividends paid 10,850 — — 10,850 Less: Series A Preferred Stock redemption premium 11,239 — — 11,239 Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 262,659 $ — $ — $ 262,659 Nine months ended September 30, 2020 Consolidated Consolidated Eliminations Consolidated Revenues Management fees $ 856,751 $ — $ (33,601) $ 823,150 Carried interest allocation 241,380 — — 241,380 Incentive fees 4,206 — 70 4,276 Principal investment income (loss) (24,951) — 33,281 8,330 Administrative, transaction and other fees 41,146 — (12,249) 28,897 Total revenues 1,118,532 — (12,499) 1,106,033 Expenses Compensation and benefits 559,482 — — 559,482 Performance related compensation 191,565 — — 191,565 General, administrative and other expense 190,353 — — 190,353 Expenses of the Consolidated Funds — 50,237 (33,531) 16,706 Total expenses 941,400 50,237 (33,531) 958,106 Other income (expense) Net realized and unrealized losses on investments (25,360) — 15,009 (10,351) Interest and dividend income 8,102 — (2,990) 5,112 Interest expense (18,203) — — (18,203) Other income, net 1,100 — 8,748 9,848 Net realized and unrealized losses on investments of the Consolidated Funds — (148,826) (4,442) (153,268) Interest and other income of the Consolidated Funds — 355,639 (9,519) 346,120 Interest expense of the Consolidated Funds — (227,532) 4,672 (222,860) Total other expense (34,361) (20,719) 11,478 (43,602) Income (loss) before taxes 142,771 (70,956) 32,510 104,325 Income tax expense 21,972 147 — 22,119 Net income (loss) 120,799 (71,103) 32,510 82,206 Less: Net loss attributable to non-controlling interests in Consolidated Funds — (71,103) 32,510 (38,593) Net income attributable to Ares Operating Group entities 120,799 — — 120,799 Less: Net loss attributable to redeemable interest in Ares Operating Group entities (1,007) — — (1,007) Less: Net income attributable to non-controlling interests in Ares Operating Group entities 48,926 — — 48,926 Net income attributable to Ares Management Corporation 72,880 — — 72,880 Less: Series A Preferred Stock dividends paid 16,275 — — 16,275 Net income attributable to Ares Management Corporation Class A common stockholders $ 56,605 $ — $ — $ 56,605 Nine months ended September 30, 2021 Consolidated Consolidated Eliminations Consolidated Cash flows from operating activities: Net income $ 550,087 $ 111,466 $ (9,211) $ 652,342 Adjustments to reconcile net income to net cash provided by (used in) operating activities (28,467) — 99,600 71,133 Adjustments to reconcile net income to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds — (1,697,529) 9,444 (1,688,085) Cash flows due to changes in operating assets and liabilities (153,361) — 3,923 (149,438) Cash flows due to changes in operating assets and liabilities allocable to redeemable and non-controlling interest in Consolidated Funds — 343,253 (1,072,956) (729,703) Net cash provided by (used in) operating activities 368,259 (1,242,810) (969,200) (1,843,751) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements, net of disposals (15,152) — — (15,152) Acquisitions, net of cash acquired (1,057,426) — — (1,057,426) Net cash used in investing activities (1,072,578) — — (1,072,578) Cash flows from financing activities: Net proceeds from issuance of Class A and non-voting common stock 827,430 — — 827,430 Proceeds from Credit Facility 468,000 — — 468,000 Proceeds from subordinated notes 450,000 — — 450,000 Repayments of Credit Facility (318,000) — — (318,000) Dividends and distributions (438,568) — — (438,568) Series A Preferred Stock dividends (10,850) — — (10,850) Redemption of Series A Preferred Stock (310,000) — — (310,000) Stock option exercises 27,409 — — 27,409 Taxes paid related to net share settlement of equity awards (221,287) — — (221,287) Other financing activities 1,976 — — 1,976 Allocable to redeemable and non-controlling interests in Consolidated Funds: Contributions from redeemable and non-controlling interests in Consolidated Funds — 1,027,454 (107,788) 919,666 Distributions to non-controlling interests in Consolidated Funds — (102,701) 17,931 (84,770) Borrowings under loan obligations by Consolidated Funds — 1,456,887 — 1,456,887 Repayments under loan obligations by Consolidated Funds — (74,909) — (74,909) Net cash provided by financing activities 476,110 2,306,731 (89,857) 2,692,984 Effect of exchange rate changes (15,899) (4,864) — (20,763) Net change in cash and cash equivalents (244,108) 1,059,057 (1,059,057) (244,108) Cash and cash equivalents, beginning of period 539,812 522,377 (522,377) 539,812 Cash and cash equivalents, end of period $ 295,704 $ 1,581,434 $ (1,581,434) $ 295,704 Supplemental disclosure of non-cash financing activities: Issuance of AOG Units in connection with acquisitions $ 511,069 $ — $ — $ 511,069 Nine months ended September 30, 2020 Consolidated Consolidated Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ 120,799 $ (71,103) $ 32,510 $ 82,206 Adjustments to reconcile net income to net cash provided by operating activities 207,358 — (22,772) 184,586 Adjustments to reconcile net income to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds — (733,607) (32,792) (766,399) Cash flows due to changes in operating assets and liabilities 152,691 — (6,989) 145,702 Cash flows due to changes in operating assets and liabilities allocable to non-controlling interest in Consolidated Funds — 105,992 260,375 366,367 Net cash provided by (used in) operating activities 480,848 (698,718) 230,332 12,462 Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements, net of disposals (8,608) — — (8,608) Cash paid for asset acquisition (117,829) — — (117,829) Net cash used in investing activities (126,437) — — (126,437) Cash flows from financing activities: Proceeds from issuance of Class A common stock 383,154 — — 383,154 Proceeds from Credit Facility 790,000 — — 790,000 Proceeds from Senior Notes 399,084 — — 399,084 Repayments of Credit Facility (860,000) — — (860,000) Dividends and distributions (334,957) — — (334,957) Series A Preferred Stock dividends (16,275) — — (16,275) Stock option exercises 78,959 — — 78,959 Taxes paid related to net share settlement of equity awards (75,657) — — (75,657) Other financing activities (4,137) — — (4,137) Allocable to non-controlling interests in Consolidated Funds: Contributions from non-controlling interests in Consolidated Funds — 138,760 (15,047) 123,713 Distributions to non-controlling interests in Consolidated Funds — (195,598) 25,851 (169,747) Borrowings under loan obligations by Consolidated Funds — 618,207 — 618,207 Repayments under loan obligations by Consolidated Funds — (104,794) — (104,794) Net cash provided by financing activities 360,171 456,575 10,804 827,550 Effect of exchange rate changes 15,786 1,007 — 16,793 Net change in cash and cash equivalents 730,368 (241,137) 241,137 730,368 Cash and cash equivalents, beginning of period 138,384 606,321 (606,321) 138,384 Cash and cash equivalents, end of period $ 868,752 $ 365,185 $ (365,185) $ 868,752 Supplemental disclosure of non-cash financing activities Issuance of Class A common stock in connection with acquisitions $ 305,388 $ — $ — $ 305,338 |