Item 2.02 Results of Operations and Financial Condition.





Public Offering



On January 12, 2023, Ares Capital Corporation (the "Company") filed a
preliminary prospectus supplement (the "Preliminary Prospectus Supplement") with
the Securities and Exchange Commission (the "SEC") in connection with a proposed
offering of shares of its common stock. The Preliminary Prospectus Supplement
included a summary of certain preliminary estimates regarding the Company's
financial results for the quarter ended December 31, 2022 as well as certain
other recent developments, which are set forth below. The preliminary estimated
data and other information set forth below should not be considered a substitute
for the financial information to be filed with the SEC in the Company's Annual
Report on Form 10-K for the year ended December 31, 2022 once it becomes
available. These estimates are based on management's preliminary determination
and have not been approved by our board of directors.

Preliminary Estimates of Results as of December 31, 2022





The Company estimates that basic and diluted GAAP earnings per share ("EPS")
will be in the range of $0.29 to $0.38 and $0.29 to $0.37, respectively, and
Core EPS will be in the range of $0.61 to $0.63, in each case, for the three
months ended December 31, 2022 and net asset value per share as of December 31,
2022 will be in the range of $18.35 to $18.43. These estimates are based on
management's preliminary determination and have not been approved by the
Company's board of directors.



Core EPS is a non-GAAP financial measure. Core EPS is the net increase
(decrease) in stockholders' equity resulting from operations less net realized
and unrealized gains and losses, any capital gains incentive fees attributable
to such net realized and unrealized gains and losses and any income taxes
related to such net realized gains and losses, divided by the basic weighted
average shares outstanding for the relevant period. Basic GAAP net income (loss)
per share is the most directly comparable GAAP financial measure. The Company
believes that Core EPS provides useful information to investors regarding
financial performance because it is one method the Company uses to measure its
financial condition and results of operations. The presentation of this
additional information is not meant to be considered in isolation or as a
substitute for financial results prepared in accordance with GAAP.



A reconciliation of the Company's estimated Core EPS to the Company's estimated
basic GAAP EPS, the most directly comparable GAAP financial measure, for the
three months ended December 31, 2022 is provided below:



                                                                          For the three months ended
                                                                              December 31, 2022
Range of estimated Core EPS                                             $                0.61 - 0.63

Range of estimated net realized gains                                                    0.05 - 0.05
Range of estimated net unrealized losses

(0.43) - (0.34 ) Range of estimated capital gains incentive fees attributed to net realized and unrealized gains and losses

                                                 0.08 - 0.06

Range of estimated income tax expense related to net realized gains and losses

                                                                            (0.02) - (0.02 )
Range of estimated basic GAAP EPS(1)                                    $  

             0.29 - 0.38

(1) In the first quarter of 2022, the Company adopted Accounting Standards Update

2020-06, Accounting for Convertible Instruments and Contracts in an Entity's

Own Equity, which requires the use of the if-converted method when

calculating the dilutive impact of outstanding convertible notes on diluted

earnings per share. As a result, the Company's estimated diluted GAAP net

income per share for the three months ended December 31, 2022 will be in the

range of $0.29 to $0.37. The estimated weighted average shares outstanding

for purpose of calculating the diluted GAAP net income per share for the

three months ended December 31, 2022 was approximately 534 million, which

includes an estimated 20 million shares related to the assumed conversion of


     outstanding convertible notes.




The estimates presented above are based on management's preliminary
determinations only and, consequently, the data set forth in the Company's
Annual Report for the year ended December 31, 2022 may differ from these
estimates. For example, estimated net asset value per share is based on the
value of the Company's total assets, including the Company's investments
(substantially all of which are not publicly traded or whose market prices are
not readily available, the fair value of which must be determined in good faith
by the Company's investment adviser, subject to the oversight of the Company's
board of directors). The fair value of such investments have not yet been
determined by the Company's investment adviser and the actual fair value of such
investments, when determined by the Company's investment adviser, may be
different than the estimates reported herein. In addition, the information
presented above does not include all of the information regarding the Company's
financial condition and results of operations as of and for the period ended
December 31, 2022 that may be important to investors. As a result, investors are
cautioned not to place undue reliance on the information presented above and
should view this information in the context of the Company's full fourth quarter
results when such results are disclosed by the Company in its Annual Report for
the year ended December 31, 2022. The information presented above is based on
current management expectations that involve substantial risk and uncertainties
that could cause actual results to differ materially from the results expressed
in, or implied by, such information. The Company assumes no duty to update these
preliminary estimates except as required by law.



The preliminary financial estimates provided herein have been prepared by, and
are the responsibility of, management. Neither KPMG LLP, the Company's
independent registered accounting firm, nor any other independent accountants,
have audited, reviewed, compiled, or performed any procedures with respect to
the accompanying preliminary financial data. Accordingly, KPMG LLP does not
express an opinion or any other form of assurance with respect thereto.



Other Recent Developments



In November 2022, the Company completed a public equity offering pursuant to
which the Company sold 9.2 million shares of common stock at a price of $18.87
per share to the participating underwriters, resulting in net proceeds to the
Company of approximately $173.2 million, after giving effect to offering
expenses.



From October 1, 2022 through December 29, 2022, the Company made new investment
commitments of approximately $2.5 billion, including $283 million of new
investment commitments to Ivy Hill Asset Management, L.P. ("IHAM"). Of the
approximately $2.5 billion of new investment commitments, $2.2 billion were
funded. Of these new commitments, 61% were in first lien senior secured loans,
14% were in second lien senior secured loans, 6% were in subordinated
certificates of the SDLP, 3% were in senior subordinated loans, 2% were in
preferred equity, 11% were for the Company's investment in IHAM and 3% were in
other equity. Of the approximately $2.5 billion of new investment commitments,
84% were floating rate, 6% were fixed rate, 4% were non-income producing, 1%
were on non-accrual status and 5% was the Company's equity investment in IHAM.
The weighted average yield of debt and other income producing securities funded
during the period at amortized cost was 11.2% and the weighted average yield on
total investments funded during the period at amortized cost was 11.0%. The
Company may seek to sell all or a portion of these new investment commitments,
although there can be no assurance that the Company will be able to do so.



From October 1, 2022 through December 29, 2022, the Company exited approximately
$2.3 billion of investment commitments, including $0.9 billion of loans sold to
IHAM or certain vehicles managed by IHAM. Of the total investment commitments
exited, 83% were first lien senior secured loans, 8% were second lien senior
secured loans, 4% were preferred equity, 2% were the Company's investment in
IHAM and 3% were other equity. Of the approximately $2.3 billion of exited
investment commitments, 91% were floating rate, 4% were fixed rate, 2% were
non-income producing and 3% were on non-accrual status. The weighted average
yield of debt and other income producing securities exited or repaid during the
period at amortized cost was 10.0% and the weighted average yield on total
investments exited or repaid during the period at amortized cost was 9.4%. Of
the approximately $2.3 billion of investment commitments exited from October 1,
2022 through December 29, 2022, the Company recognized total net realized losses
of approximately $2 million, including $10 million of net realized losses from
the sale of loans to IHAM or certain vehicles managed by IHAM.



In addition, as of December 29, 2022, the Company had an investment backlog and
pipeline of approximately $300 million and $0, respectively. Investment backlog
includes transactions approved by the Company's investment adviser's investment
committee and/or for which a formal mandate, letter of intent or a signed
commitment have been issued, and therefore the Company believes are likely to
close. Investment pipeline includes transactions where due diligence and
analysis are in process, but no formal mandate, letter of intent or signed
commitment have been issued. The consummation of any of the investments in this
backlog and pipeline depends upon, among other things, one or more of the
following: satisfactory completion of the Company's due diligence investigation
of the prospective portfolio company, the Company's acceptance of the terms and
structure of such investment and the execution and delivery of satisfactory
transaction documentation. In addition, the Company may sell all or a portion of
these investments and certain of these investments may result in the repayment
of existing investments. The Company cannot assure you that it will make any of
these investments or that it will sell all or any portion of these investments.
The Company estimates that basic and diluted GAAP earnings per share will be in
the range of $0.29 to $0.38 and $0.29 to $0.37, respectively, and Core EPS will
be in the range of $0.61 to $0.63, in each case, for the three months ended
December 31, 2022 and net asset value per share as of December 31, 2022 will be
in the range of $18.35 to $18.43. These estimates are based on management's
preliminary determination and have not been approved by the Company's board

of
directors.




The information disclosed under this Item 2.02 is being furnished and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934 and shall not be deemed incorporated by reference into any filing made
under the Securities Act of 1933, except as expressly set forth by specific
reference in such filing.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference herein


The information disclosed under this Item 7.01 is being furnished and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934 and shall not be deemed incorporated by reference into any filing made
under the Securities Act of 1933, except as expressly set forth by specific
reference in such filing.

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