What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2022-11-04 compared with 2022-08-04 · 278 added, 226 removed, 1015 unchanged (33% of the section changed)

6 unchanged sentences

Quarterly Report on Form 10-Q filed on November 9, 2021)

Amended and Restated Credit Agreement, dated as of June 15, 2022, by and among Blue Owl Finance LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, the subsidiary guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.(incorporated by reference to Exhibit 1.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 15, 2022)

Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

101* Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated and Combined Statements of Financial Condition as of June 30, 2022 and December 31, 2021, (ii) the Consolidated and Combined Statements of Operations for the three and six months ended June 30, 2022 and 2021, (iii) the Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) for the three and six months ended June 30, 2022 and 2021, (iv) the Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2022 and 2021, and (v) the Notes to the Consolidated and Combined Financial Statements

(i) the Consolidated and Combined Statements of Financial Condition as of September 30, 2022 and December 31, 2021, (ii) the Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2022 and 2021, (iii) the Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) for the three and nine months ended September 30, 2022 and 2021, (iv) the Consolidated and Combined Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, and (v) the Notes to the Consolidated and Combined Financial Statements

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** This certification is not deemed filed by the SEC and is 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

Pursuant to the requirements 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.

August 4, 2022

November 4, 2022

Blue Owl Capital Inc.

3 unchanged sentences

INDEX TO FINANCIAL STATEMENTS (UNAUDITED)

Consolidated and Combined Statements of Financial Condition as of June 30, 2022 and December 31, 2021

Consolidated and Combined Statements of Operations for the three and six months ended ended June 30, 2022 and 2021

Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) for the three and six months ended ended June 30, 2022 and 2021

Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2022 and 2021

Consolidated and Combined Statements of Financial Condition as of September 30, 2022 and December 31, 2021

Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2022 and 2021

Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) for the three and nine months ended September 30, 2022 and 2021

Consolidated and Combined Statements of Cash Flows for the nine months ended September 30, 2022 and 2021

Notes to Consolidated and Combined Financial Statements F- 9

3 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

September 30,

2022 December 31,

1 unchanged sentence

Due from related parties 368,057 224,576

Investments (includes $ 3,664 and $ 1,311 at fair value and $ 195,359 and $ 8,522 of investments in the Company’s products, respectively)

201,211 12,143

Operating lease assets 229,936 86,033

3 unchanged sentences

Goodwill 4,205,159 4,132,245

Other assets, net (includes investments of $ — and $ 1,311 at fair value, respectively)

101,692 38,620

Other assets, net 77,278 26,477

Total Assets $ 8,792,254 $ 8,266,398

26 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

19 unchanged sentences

Net loss attributable to noncontrolling interests 12,068 187,524 31,109 1,412,600

Net Loss Attributable to Blue Owl Capital Inc.

Net Income (Loss) Attributable to Blue Owl Capital Inc.

(After May 19, 2021) / Owl Rock (Prior to May 19, 2021) $ 2,060 $ ( 53,323 ) $ ( 10,881 ) $ ( 376,253 )

May 19, 2021 through

June 30, 2021 May 19, 2021 through

June 30, 2021

Net Loss Attributable to Class A Shares $ ( 1,126 ) $ ( 397,189 ) $ ( 12,941 ) $ ( 397,189 )

Net Loss per Class A Share

Three Months Ended September 30, 2021 May 19, 2021 through

September 30, 2021

Net Income (Loss) Attributable to Class A Shares $ 2,060 $ ( 53,323 ) $ ( 10,881 ) $ ( 450,512 )

Net Income (Loss) per Class A Share

Basic $ 0.00 $ ( 0.16 ) $ ( 0.03 ) $ ( 1.34 )

10 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

8 unchanged sentences

Impact of the Business Combination — — — 32

Share issuance in connection with Strategic Revenue-Share Purchase — 3 — 3

Settlement of Earnout Securities — 1 — 1

Class C Shares and Common Units exchanged for Class A Shares 2 — 4 —

3 unchanged sentences

Impact of the Business Combination — — — 63

Settlement of Earnout Securities — 3 — 3

Class C Shares and Common Units exchanged for Class A Shares ( 2 ) — ( 3 ) —

3 unchanged sentences

Impact of the Business Combination — — — 29

Settlement of Earnout Securities — 2 — 2

Ending Balance $ 32 $ 31 $ 32 $ 31

7 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

7 unchanged sentences

Deferred taxes recognized in the Business Combination — — — 145,163

Equity classified contingent consideration in connection with Wellfleet Acquisition 969 — 969 —

Deferred taxes on capital transactions 47,135 — 90,125 —

3 unchanged sentences

Equity-based compensation 662 — 8,402 311,926

Settlement of Earnout Securities — 114,312 — 114,312

Share issuance in connection with Strategic Revenue-Share Purchase — 200,434 — 200,434

Withholding taxes on vested RSUs ( 207 ) — ( 600 ) —

5 unchanged sentences

Cash dividends declared on Class A Shares ( 48,633 ) ( 13,100 ) ( 129,913 ) ( 13,100 )

Comprehensive loss following the Business Combination ( 1,126 ) ( 397,189 ) ( 12,941 ) ( 397,189 )

Comprehensive income (loss) following the Business Combination 2,060 ( 53,323 ) ( 10,881 ) ( 450,512 )

Ending Balance $ ( 638,300 ) $ ( 463,612 ) $ ( 638,300 ) $ ( 463,612 )

1 unchanged sentence

$ 1,654,576 $ 1,415,562 $ 1,654,576 $ 1,415,562

Blue Owl Capital Inc.

Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands, Except Per Share Data)

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Shareholders’ Equity Attributable to Noncontrolling Interests

7 unchanged sentences

Settlement of Earnout Securities — 437,324 — 437,324

Acquisition of noncontrolling interests — — — —

Contributions 11,550 3,566 22,311 10,737

3 unchanged sentences

Comprehensive loss ( 12,068 ) ( 187,524 ) ( 31,109 ) ( 1,412,600 )

Share issuance in connection with Strategic Revenue-Share Purchase — 331,903 — 331,903

Ending Balance $ 3,980,360 $ 3,766,031 $ 3,980,360 $ 3,766,031

Total Shareholders' Equity $ 5,634,936 $ 5,181,593 $ 5,634,936 $ 5,181,593

Cash Dividends Paid per Class A Share $ 0.10 $ — $ 0.20 $ —

Blue Owl Capital Inc.

2 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Cash Dividends Paid per Class A Share $ 0.11 $ 0.04 $ 0.31 $ 0.04

Number of Class A Shares

1 unchanged sentence

Impact of the Business Combination — — — 320,005,258

Share issuance in connection with Strategic Revenue-Share Purchase — 29,701,013 — 29,701,013

Class A Share repurchases ( 1,021,079 ) — ( 3,021,079 ) —

Shares delivered on vested RSUs 55,176 — 280,446 —

Settlement of Earnout Securities — 7,495,432 — 7,495,432

Class C Shares and Common Units exchanged for Class A Shares 20,545,438 — 37,503,049 —

4 unchanged sentences

Impact of the Business Combination — — — 628,380,707

Settlement of Earnout Securities — 30,266,653 — 30,266,653

Class C Shares and Common Units exchanged for Class A Shares ( 20,545,438 ) — ( 37,503,049 ) —

3 unchanged sentences

Impact of the Business Combination — — — 294,656,373

Settlement of Earnout Securities — 12,237,877 — 12,237,877

Ending Balance 319,132,127 306,894,250 319,132,127 306,894,250

2 unchanged sentences

Impact of the Business Combination — — — 14,990,864

Settlement of Earnout Securities — ( 7,495,432 ) — ( 7,495,432 )

Ending Balance — 7,495,432 — 7,495,432

4 unchanged sentences

(Dollars in Thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows from Operating Activities

21 unchanged sentences

Cash Flows from Investing Activities

Purchase of fixed assets ( 27,839 ) ( 533 )

Purchase of investments ( 34,992 ) ( 3,450 )

Purchases of fixed assets ( 41,635 ) ( 2,043 )

Purchases of investments ( 192,812 ) ( 304,221 )

Proceeds from investment sales and maturities 3,027 5,613

16 unchanged sentences

Net Cash (Used in) Provided by Financing Activities ( 109,552 ) 1,273,983

Net Increase in Cash and Cash Equivalents 6,163 424,403

Net (Decrease) Increase in Cash and Cash Equivalents ( 3,033 ) 127,245

Cash and cash equivalents, beginning of period 42,567 11,630

15 unchanged sentences

The Company conducts its operations through Blue Owl Capital Holdings LP (“Blue Owl Holdings”) and Blue Owl Capital Carry LP (“Blue Owl Carry”).

Blue Owl Holdings and Blue Owl Carry are referred to, collectively, as the “Blue Owl Operating Partnerships,” and collectively with their consolidated subsidiaries, as the “Blue Owl Operating Group.” The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through Blue Owl Capital Holdings GP LLC and Blue Owl Capital GP LLC (collectively, “Blue Owl GP”), which are directly or indirectly wholly owned subsidiaries of the Registrant.

Blue Owl Holdings and Blue Owl Carry are referred to, collectively, as the “Blue Owl Operating Partnerships,” and collectively with their consolidated subsidiaries, as the “Blue Owl Operating Group.” The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through Blue Owl Capital GP Holdings LLC and Blue Owl Capital GP LLC (collectively, “Blue Owl GP”), which are directly or indirectly wholly owned subsidiaries of the Registrant.

Business Combination, Including Dyal Acquisition

12 unchanged sentences

Registrant’s Capital Structure

As of June 30, 2022, the Registrant had the following instruments outstanding:

As of September 30, 2022, the Registrant had the following instruments outstanding:

• Class A Shares —Shares of Class A common stock that are publicly traded.

Class A Shareholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”).

As of March 31, 2022, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represented a combined 10 % of the total voting power of all shares.

Subsequent to March 31, 2022, the Company’s organization documents were amended to increase the total voting power of the Low-Vote Shares from 10 % to 20 % .

As of September 30, 2022, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represent a combined 20 % of the total voting power of all shares.

Prior to April 2022, the Low-Vote Shares represented 10 % of the total voting power of all shares.

• Class B Shares —Shares of Class B common stock that are not publicly traded.

Class B Shareholders are entitled to dividends in the same amount per share as declared on Class A Shares.

As of March 31, 2022, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represented a combined 90 % of the total voting power of all shares.

Subsequent to March 31, 2022, the Company’s organization documents were amended to lower the total voting power of the High-Vote Shares from 90 % to 80 %.

No Class B Shares have been issued from inception through June 30, 2022.

As of September 30, 2022, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represent a combined 80 % of the total voting power of all shares.

Prior to April 2022, the High-Vote Shares represented 90 % of the total voting power of all shares.

No Class B Shares have been issued from inception through September 30, 2022.

Common Units (as defined below) held by certain senior members of management (“Principals”) are exchangeable on a one -for-one basis for Class B Shares.

8 unchanged sentences

• Class E Shares —Shares of Class E common stock that were not publicly traded.

Class E Shareholders were no t entitled to a vote.

Class E Shareholders were not entitled to a vote.

Class E Shares accrued distributions equal to amounts declared per Class A Share;

17 unchanged sentences

• Warrants —In connection with the Business Combination, the Company issued warrants to purchase Class A Shares at a price of $ 11.50 per share.

The warrants expire five years from the Business Combination Date.

A portion of the outstanding warrants are held by the sponsor of Altimar (“Private Placement Warrants”) and the remaining warrants are held by other third-party investors (“Public Warrants”).

The Company generally may redeem all Public Warrants for $ 0.01 per warrant if the Company’s Class A Share price equals or exceeds $ 18.00 per share.

If the Company’s Class A Share price is greater than $ 10.00 per share but less than $ 18.00 per share, the Company generally may redeem all Public Warrants for $ 0.10 per warrant.

In each case, any redemptions require a 30 -day notice to the warrant holders, during which time the holders may elect to exercise their warrants, and such redemptions must be done for not less than all of the outstanding Public Warrants.

Holders may elect to exercise their warrants on a cashless basis.

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of June 30, 2022:

June 30, 2022

A portion of the outstanding warrants are held by the sponsor of Altimar (“Private Placement Warrants”) and the remaining warrants were held by other third-party investors (“Public Warrants”).

The Private Placement Warrants will expire five years from the Business Combination Date.

In August 2022, the Company redeemed all outstanding Public Warrants, as further discussed below.

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of September 30, 2022:

September 30, 2022

Class A Shares 441,838,181

2 unchanged sentences

RSUs 21,458,757

Warrants 14,159,048

Share Repurchase Program

On May 4, 2022, Blue Owl’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares.

Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

Private Placement Warrants 5,000,000

Share Repurchases, RSUs Withheld for Tax Withholding and Warrants Redeemed

On May 4, 2022, the Company’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares.

Under the repurchase program (the “Program”), repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions.

The share repurchase program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the repurchase program or (ii) December 31, 2024.

As of June 30, 2022, no share repurchases had been made under the program.

This program replaced the previously authorized program under which the Company repurchased 2,000,000 shares during the first quarter of 2022.

The Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the Program or (ii) December 31, 2024.

The Program replaced the previously authorized program (collectively, the “Programs”) under which the Company repurchased 2,000,000 shares during the first quarter of 2022.

Pursuant to the terms of the Company’s RSU awards, upon the vesting of RSUs to employees, the Company net settles awards to satisfy employee tax withholding obligations.

In such instances, the Company cancels a number of RSUs equivalent in value to the amount of tax withholding payments that the Company is making on behalf of employees out of available cash.

During the third quarter of 2022, of the 9,159,048 Public Warrants that were outstanding on July 18, 2022, approximately 14,553 were exercised for cash at an exercise price of $ 11.50 per Class A Share in exchange for an aggregate of 14,553 Class A Shares and 8,961,029 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 2,141,601 Class A Shares.

The remaining 183,466 Public Warrants were redeemed for $ 0.10 per warrant.

Total cash proceeds generated from exercises of the Public Warrants during the three months ended September 30, 2022 were $ 0.2 million.

The following table presents share repurchase activity, RSUs withheld to satisfy tax withholding obligations and warrants cancelled in connection with the Public Warrants redemption during each of the indicated periods:

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Number of shares purchased pursuant to the Programs 1,021,079 — 3,021,079 —

Number of RSUs withheld to satisfy tax withholding obligations 45,668 — 152,838 —

Number of warrants cancelled upon redemption, net of shares issued 7,002,894 — 7,002,894 —

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Blue Owl Operating Partnerships’ Capital Structure

As of June 30, 2022, the Blue Owl Operating Partnerships had outstanding the following instruments, which are collectively referred to as “Blue Owl Operating Group Units”:

As of September 30, 2022, the Blue Owl Operating Partnerships had outstanding the following instruments, which are collectively referred to as “Blue Owl Operating Group Units”:

• GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in each of the Blue Owl Operating Partnerships.

3 unchanged sentences

References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of Common Units exchanged for Class A Shares.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

• Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in the Blue Owl Operating Partnerships.

18 unchanged sentences

As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-1 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares).

The Series E-2 Seller Earnout Units had a Class E Triggering Event on November 3, 2021.

As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-2 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares).

As a result, there are no longer any Class E Shares issued or outstanding.

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements (Unaudited)

The following table presents the number of Blue Owl Operating Group Units that were outstanding as of June 30, 2022:

Units June 30, 2022

The Series E-2 Seller Earnout Units had a Class E Triggering Event on November 3, 2021.

As a result, there are no longer any Class E Shares issued or outstanding.

The following table presents the number of Blue Owl Operating Group Units that were outstanding as of September 30, 2022:

Units September 30, 2022

GP Units 441,838,181

2 unchanged sentences

Acquisitions-Related Earnouts

Units June 30, 2022

Units September 30, 2022

Oak Street Earnout Units 26,074,330

17 unchanged sentences

These interim consolidated and combined financial statements should be read in conjunction with the 2021 Audited Financial Statements.

Prior to the Business Combination, Blue Owl’s financial statements were prepared on a consolidated and combined basis.

As part of the Business Combination, Securities was contributed to the Blue Owl Operating Group.

Following the Business Combination, the financial statements are prepared on a consolidated basis.

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements (Unaudited)

Prior to the Business Combination, Blue Owl’s financial statements were prepared on a consolidated and combined basis.

As part of the Business Combination, Securities was contributed to the Blue Owl Operating Group.

Following the Business Combination, the financial statements are prepared on a consolidated basis.

The merger between Owl Rock and Altimar was accounted for as a reverse asset acquisition, with no step-up to fair value on any assets or liabilities, and therefore no goodwill or other intangible assets were recorded.

1 unchanged sentence

As a result, the Company recorded the fair value of the net assets acquired as of the closing date of each respective acquisition, and operating results for each acquired business are included starting as of such each respective date.

During the third quarter of 2022, the Company began presenting investments separately on its consolidated and combined statements of financial condition.

Prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

14 unchanged sentences

The Company does not consolidate any of the products it manages, as it does not hold any direct or indirect interests in such entities that could expose the Company to an obligation to absorb losses or right to receive benefits that are more than insignificant to such entities.

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, are not be considered to be variable interests.

The Company factors in all economic interests, including proportionate interests held through related parties, to determine if fees are variable interests.

The Company’s interests in the products it manages are primarily in the form of management fees, realized performance income, and insignificant direct or indirect equity interests, and therefore does not have variable interests in such entities.

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements (Unaudited)

The Company factors in all economic interests, including proportionate interests held through related parties, to determine if fees are variable interests.

The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders that conclusion.

12 unchanged sentences

The Company considers highly-rated liquid investments that have an original maturity of three months or less from the date of purchase to be cash equivalents.

As of June 30, 2022 and December 31, 2021, the Company holds the majority of its cash balances with a single financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits, which exposes the Company to a certain degree of credit risk concentration.

Investments in the Company’s products are accounted for using the equity-method of accounting, whereby the Company recognizes its share of income in current-period earnings.

As of September 30, 2022 and December 31, 2021, the Company holds the majority of its cash balances with a single financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits, which exposes the Company to a certain degree of credit risk concentration.

Equity investments in the Company’s products are accounted for using the equity-method of accounting, whereby the Company recognizes its share of income in current-period earnings.

Distributions, when received on these investments, generally reduce the carrying value of such investments.

For other investments, the Company has elected the fair value option in order to simplify the accounting for these instruments, and therefore changes in unrealized gains or losses are included in current-period earnings.

Investments in loans are accounted for at amortized cost, net of an allowance for current expected credit losses.

The estimate of expected credit losses considers current conditions and reasonable and supportable forecasts.

As of September 30, 2022 and December 31, 2021, the estimates of current expected credit losses were not material.

For certain investments in debt securities, the Company has elected the fair value option in order to simplify the accounting for these instruments, and therefore changes in unrealized gains or losses are included in current-period earnings.

Such elections are irrevocable and are applied on an investment-by-investment basis at initial recognition.

Investments are included within other assets in the consolidated and combined statements of financial condition.

Realized and changes in unrealized gains (losses) on these investments are included within net gains (losses) on investments in the consolidated and combined statements of operations.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Realized and changes in unrealized gains (losses) on investments are included within net gains (losses) on investments in the consolidated and combined statements of operations.

See Note 9 for additional information.

4 unchanged sentences

The Company does not recognize right-of-use lease assets and lease liabilities for leases with an initial term of one year or less.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

As the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on information available at the lease commencement date in determining the present value of lease payments.

16 unchanged sentences

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The Company uses its best estimates and assumptions to accurately assign fair value to identifiable intangible assets acquired at the acquisition date as well as the useful lives of those acquired intangible assets.

8 unchanged sentences

No impairments have been recognized to-date on the Company’s acquired intangible assets.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Goodwill represents the excess of consideration over identifiable net assets of an acquired business.

6 unchanged sentences

Fixed assets are depreciated or amortized on a straight-line basis, with the corresponding depreciation and amortization expense included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

The estimated useful life for leasehold improvements is the lesser of the remaining lease term and the life of the asset, while other fixed assets are generally depreciated over a period of three to seven years .

The estimated useful life for leasehold improvements is the lesser of the remaining lease term or the life of the asset, while other fixed assets are generally depreciated over a period of three to 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.

4 unchanged sentences

The Company defers debt issuance costs associated with revolving credit facilities and presents them within other assets, net in the consolidated and combined statements of financial condition, and such amounts are amortized to interest expense in the consolidated and combined statements of operations on a straight-line basis over the life of the related facility.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

TRA Liability

6 unchanged sentences

Warrant Liability, at Fair Value

The Company’s warrants are recorded as liabilities carried at fair value, with changes in fair value included within other loss in the Company’s consolidated and combined statements of operations.

The Company’s warrants are recorded as liabilities carried at fair value, with changes in fair value included within other income (loss) in the Company’s consolidated and combined statements of operations.

The Private Placement Warrants contain exercise and settlement features that may change with a change in the holder, which precludes the Private Placement Warrants from being considered indexed to the Company’s own stock, and therefore the Private Placement Warrants are precluded from being classified within equity and are accounted for as derivative liabilities.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The Public Warrants include a provision that, in the event of a tender offer or exchange offer made to and accepted by holders of more than 50 % of the outstanding Class A Shares, all holders of the warrants would be entitled to receive cash for their warrants.

Prior to the redemption of the Public Warrants in August 2022, the Public Warrants included a provision that, in the event of a tender offer or exchange offer made to and accepted by holders of more than 50 % of the outstanding Class A Shares, all holders of the warrants would be entitled to receive cash for their warrants.

Such an event would not constitute a change in control because the Class A Shares do not represent a majority of the Registrant’s voting shares.

Accordingly, the Public Warrants are also precluded from being classified within equity and are accounted for as derivative liabilities.

Accordingly, the Public Warrants were also precluded from being classified within equity and were accounted for as derivative liabilities.

This provision also applies to the Private Placement Warrants.

11 unchanged sentences

Such interests are also presented as noncontrolling interests.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Revenue Recognition

12 unchanged sentences

For the Company’s other Direct Lending products, management fees are typically based on gross or net asset value or investment cost, and also may include uncalled capital.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Management fees also include a fee based on the net investment income of the Company’s BDCs and similarly structured products (“Part I Fees”), which are subject to performance hurdles.

11 unchanged sentences

The fees are generally recognized as income at the point in time when the services rendered are completed, as there is no ongoing performance requirement.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Administrative fees represent expenses incurred by certain professionals of the Company and reimbursed by products managed by the Company.

8 unchanged sentences

Once realized, such realized performance income is no longer subject to reversal.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

For certain non-BDC Direct Lending products and substantially all of the GP Capital Solutions and Real Estate products, realized performance income is in the form of carried interest that is allocated to the Company based on cumulative fund performance over time, subject to the achievement of minimum return levels in certain products.

13 unchanged sentences

The Company recognizes deferred income tax benefits throughout the service period, based on the grant date fair value.

Any tax deduction shortfall or windfall due to the difference between grant date fair value and the ultimate deduction taken for tax purposes is recognized at the time of vesting.

Expenses related to equity-based grants to employees are included within compensation and benefits, while amounts related to grants to non-employees are within general, administrative and other expenses in the consolidated and combined statements of operations.

Any tax deduction shortfall or windfall due to the difference between grant date fair value and the ultimate deduction taken for tax purposes is recognized at the time of settlement.

Expenses related to equity-based grants to employees are included within compensation and benefits in the consolidated and combined statements of operations.

See Note 8 for additional information on the Company’s equity-based compensation plans.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Foreign Currency

10 unchanged sentences

federal and state and local levels.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the balance sheet date.

38 unchanged sentences

Wellfleet’s results are included in the Company’s consolidated results starting from the date the acquisition closed, April 1, 2022.

For the three and six months ended June 30, 2022, the Company’s consolidated results included $ 6.3 million of GAAP revenues related to the acquired business.

For the three and nine months ended September 30, 2022, the Company’s consolidated results included $ 6.8 million and $ 13.1 million, respectively, of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the Wellfleet Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

21 unchanged sentences

The following table summarizes the Company’s intangible assets, net:

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2022 December 31,

2021 Useful Life

(in years) Remaining Weighted-Average Amortization Period as of June 30, 2022

(in years) Remaining Weighted-Average Amortization Period as of September 30, 2022

Investment management agreements $ 2,222,320 $ 2,183,200 0.1 - 20.0 14.0 years

4 unchanged sentences

Total Intangible Assets, Net $ 2,470,085 $ 2,611,411

The following table presents expected future amortization of finite-lived intangible assets as of June 30, 2022:

The following table presents expected future amortization of finite-lived intangible assets as of September 30, 2022:

(dollars in thousands)

Period Amortization

July 1, 2022 to December 31, 2022 $ 130,227

October 1, 2022 to December 31, 2022 $ 64,729

Thereafter 1,477,223

4 unchanged sentences

Pro Forma Financial Information

Unaudited pro forma revenues were $ 284.3 million and $ 237.7 million for the three months ended June 30, 2022 and 2021, respectively, and $ 536.5 million and $ 444.9 million for the six months ended June 30, 2022 and 2021, respectively.

Unaudited pro forma net loss allocated to Class A Shareholders was $( 1.1 ) million and $( 368.3 ) million for the three months ended June 30, 2022 and 2021, respectively, and $( 13.1 ) million and $( 375.0 ) million for the six months ended June 30, 2022 and 2021, respectively.

This proforma financial information was computed by combining the historical financial information of the Company, including Owl Rock and Altimar for periods prior to the Business Combination, and the Dyal Capital and Oak Street as though these acquisitions were consummated on January 1, 2020, and as if the Wellfleet Acquisition was consummated on January 1, 2021.

Unaudited pro forma revenues were $ 338.4 million and $ 220.8 million for the three months ended September 30, 2022 and 2021, respectively, and $ 874.9 million and $ 491.6 million for the nine months ended September 30, 2022 and 2021, respectively.

Unaudited pro forma net income (loss) allocated to Class A Shareholders was $ 4.1 million and $( 61.2 ) million for the three months ended September 30, 2022 and 2021, respectively, and $( 9.0 ) million and $( 400.7 ) million for the nine months ended September 30, 2022 and 2021, respectively.

This proforma financial information was computed by combining the historical financial information of the Company, including Owl Rock and Altimar for periods prior to the Business Combination, and Dyal Capital and Oak Street as though these acquisitions were consummated on January 1, 2020, and as if the Wellfleet Acquisition was consummated on January 1, 2021.

These pro forma amounts assume a consistent ownership structure, annual effective tax rates and amortization of the fair value of acquired assets as of each respective acquisition date.

2 unchanged sentences

The table below summarizes outstanding debt obligations of the Company:

June 30, 2022

September 30, 2022

(dollars in thousands) Maturity

47 unchanged sentences

Revolving Credit Facility

On December 7, 2021, the Company entered into a revolving credit facility (the “Revolving Credit Facility”), which was amended on June 15, 2022, to increase the borrowing capacity to $ 1.1 billion.

On December 7, 2021, the Company entered into a revolving credit facility (the “Revolving Credit Facility”), which was amended on June 15, 2022, with a total borrowing capacity of $ 1.1 billion and a maturity date of June 15, 2027.

Borrowings under the Revolving Credit Facility may be used to finance working capital needs and general corporate purposes.

The amount borrowed under the Revolving Credit Facility as of September 30, 2022 was fully repaid subsequent to quarter end.

Blue Owl Capital Inc.

3 unchanged sentences

The Company is subject to an undrawn commitment fee rate of 0.125 % to 0.375 % of the daily amount of available revolving commitment.

The average borrowing rate for borrowings made under the prior revolving credit facility was 1.77 % for the six months ended June 30, 2022.

No borrowings have been made under the new Revolving Credit Facility.

The average borrowing rates for borrowings made under the Company’s Revolving Credit Facility and prior revolving credit facilities were 3.85 % and 1.34 % for the nine months ended September 30, 2022 and 2021, respectively.

The Revolving Credit Facility contains customary events of defaults, as well as a financial covenant generally providing for a maximum net leverage ratio of 3.5 to 1.

The net leverage ratio is generally calculated as the ratio of total consolidated debt less unrestricted cash and cash equivalents (up to $ 500.0 million) to the trailing 12-month consolidated EBITDA (each as defined in the agreement).

The Revolving Credit Facility also requires the Company to maintain a minimum level of fee-paying assets under management of at least $ 50.5 billion as of June 30, 2022, plus 70 % of any new fee-paying assets under management as a result of any future acquisitions.

The Revolving Credit Facility also requires the Company to maintain a minimum level of fee-paying assets under management of at least $ 50.5 billion as of September 30, 2022, plus 70 % of any new fee-paying assets under management as a result of any future acquisitions.

The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices.

The operating lease for the Company’s headquarters does not include any renewal options.

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30,

Lease Cost 2022 2021 2022 2021

2 unchanged sentences

Net Lease Cost $ 5,308 $ 2,298 $ 13,226 $ 4,975

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30,

Supplemental Lease Cash Flow Information 2022 2021 2022 2021

3 unchanged sentences

Operating leases $ 149,365 $ 10,841 $ 153,638 $ 56,909

Lease Term and Discount Rate June 30, 2022 December 31, 2021

Lease Term and Discount Rate September 30, 2022 December 31, 2021

Weighted-average remaining lease term:

7 unchanged sentences

Future Maturity of Operating Lease Payments Operating Leases

July 1, 2022 to December 31, 2022 $ ( 1,691 )

October 1, 2022 to December 31, 2022 $ 590

Thereafter 256,184

2 unchanged sentences

Total Lease Liabilities $ 237,497

Amounts presented in the table above for the period from July 1, 2022 to December 31, 2022, are presented net of $ 8.2 million of tenant improvement allowance and reflect the impact of a $ 1.7 million rent holiday period.

Subsequent to June 30, 2022, the Company entered into additional lease arrangements that increased total future expected operating lease payments by $ 12.2 million.

Amounts presented in the table above are presented net of tenant improvement allowances and reflect the impacts of rent holiday periods.

The following table presents a disaggregated view of the Company’s revenues:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(dollars in thousands) 2022 2021 2022 2021

19 unchanged sentences

Management Fees, Net 21,069 — 57,451 —

Administrative, transaction and other fees 1,125 — 1,125 —

Total GAAP Revenues - Real Estate Products 22,194 — 58,576 —

8 unchanged sentences

Management fees, realized performance income and administrative, transaction and other fees receivable are included within due from related parties and unearned management fees are included within accounts payable, accrued expenses and other liabilities in the Company’s consolidated and combined statements of financial condition.

Six Months Ended June 30,

Nine Months Ended September 30,

(dollars in thousands) 2022 2021

13 unchanged sentences

The consideration paid, which includes $ 455.0 million paid in Class A Shares and $ 50.2 million in cash, is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations over a weighted-average period of 12 years, which represents the average period over which the related customer revenues are expected to be recognized.

Six Months Ended June 30,

Nine Months Ended September 30,

(dollars in thousands) 2022 2021

2 unchanged sentences

Ending Balance $ 467,708 $ —

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

OTHER ASSETS, NET

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2022 December 31, 2021

5 unchanged sentences

Fixed assets, net 48,892 7,951

Investments (includes $ — and $ 1,311 at fair value and $ 42,405 and $ 8,522 of investments in the Company’s products, respectively)

44,838 12,143

Prepaid expenses 6,564 8,496

1 unchanged sentence

Total $ 77,278 $ 26,477

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

EQUITY-BASED COMPENSATION

The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees, consultants and independent members of the Board under the 2021 Omnibus Equity Incentive Plan (“2021 Equity Incentive Plan”).

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Equity Incentive Plan is 101,230,522 , of which 46,864,239 remain available as of June 30, 2022.

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Equity Incentive Plan is 101,230,522 , of which 45,857,254 remain available as of September 30, 2022.

To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the 2021 Equity Incentive Plan.

4 unchanged sentences

In connection with the Triggering Event, the Company recognized $ 15.0 million of non-cash equity-based compensation expense in the third quarter of 2021.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The table below presents information regarding equity-based compensation expense included within compensation and benefits in the Company’s consolidated and combined statements of operations.

Three Months Ended June 30, Six Months Ended June 30,

The table below presents information regarding equity-based compensation expense.

Three Months Ended September 30, Nine Months Ended September 30,

(dollars in thousands) 2022 2021 2022 2021

Included within compensation and benefits:

Acquisition related

6 unchanged sentences

RSUs 8,333 — 25,500 —

Included within general, administrative and other expenses

Incentive Units 182 — 361 —

RSUs 127 — 361 —

Equity-Based Compensation Expense $ 108,076 $ 15,722 $ 309,362 $ 1,174,319

2 unchanged sentences

Fair value of RSUs withheld to satisfy tax withholding obligations $ 590 $ — $ 1,897 $ —

Number of RSUs withheld to satisfy tax withholding obligations 50,189 — 107,170 —

The table below presents activity related to the Company’s unvested equity-based compensation awards for the six months ended June 30, 2022.

The table below presents activity related to the Company’s unvested equity-based compensation awards for the nine months ended September 30, 2022.

Incentive Units RSUs Oak Street Earnout Units Wellfleet Earnout Shares

4 unchanged sentences

Forfeited ( 127,058 ) 12.69 ( 552,291 ) 13.81 — — — —

June 30, 2022 24,856,359 $ 13.56 10,791,033 $ 13.45 26,074,330 $ 12.53 862,275 $ 11.44

Incentive Units

The grant date fair value of Incentive Units was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a 14 % - 18 % d iscount for lack of marketability on certain Incentive Units that are subject to a one-year post-vesting transfer restriction.

As of June 30, 2022, unamortized expense related to Incentive Units was $ 287.5 million, with a weighted-average amortization period of 4.1 years.

September 30, 2022 24,781,414 $ 13.56 10,593,506 $ 13.42 26,074,330 $ 12.53 862,275 $ 11.44

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements (Unaudited)

Incentive Units

As of September 30, 2022, unamortized expense related to Incentive Units was $ 269.1 million, with a weighted-average amortization period of 3.9 years.

The grant date fair value of RSUs was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and as applicable a 14 % discount for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

As of June 30, 2022, unamortized expense related to RSUs was $ 94.2 million, with a weighted-average amortization period of 3.3 years.

As of September 30, 2022, unamortized expense related to RSUs was $ 84.8 million, with a weighted-average amortization period of 3.1 years.

Oak Street Earnout Units

1 unchanged sentence

annualized revenue volatility of 38 %, revenue discount rate of 15 %, discount for lack of marketability of 13 % and expected holding period of approximately 2.0 years.

As of June 30, 2022, unamortized expense related to the Oak Street Earnout Units was $ 204.6 million, with a weighted average amortization period of 1.1 years.

As of September 30, 2022, unamortized expense related to the Oak Street Earnout Units was $ 142.6 million, with a weighted average amortization period of 1.0 years.

Wellfleet Earnout Shares

The grant date fair value of the Wellfleet Earnout Shares treated as compensation was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period.

As of June 30, 2022, unamortized expense related to the Wellfleet Ea rnout Shares was $ 9.1 million, with a weighted-average amortization period of 2.8 years .

FAIR VALUE DISCLOSURES

As of September 30, 2022, unamortized expense related to the Wellfleet Ea rnout Shares was $ 8.2 million, with a weighted-average amortization period of 2.5 years .

INVESTMENTS AND FAIR VALUE DISCLOSURES

The following table presents the components of the Company’s investments:

(dollars in thousands) September 30,

2022 December 31, 2021

Loans, at amortized cost (includes $ 150,000 and $ — of investments in the Company’s products, respectively)

$ 152,188 $ 2,310

Equity investments in the Company’s products, equity method 45,359 8,522

Investments in the Company's CLOs, at fair value 3,664 —

Corporate bonds, at fair value — 1,311

Total $ 201,211 $ 12,143

Fair Value Measurements Categorized within the Fair Value Hierarchy

Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price).

3 unchanged sentences

Due to the inherent uncertainty of valuations of assets and liabilities that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value.

5 unchanged sentences

These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

• Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability.

4 unchanged sentences

The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs.

Fair Value Measurements Categorized within the Fair Value Hierarchy

The table below summarizes the Company’s liabilities measured at fair value on a recurring basis as of June 30, 2022:

June 30, 2022

The table below summarizes the Company’s liabilities measured at fair value on a recurring basis as of September 30, 2022:

September 30, 2022

(dollars in thousands) Level I Level II Level III Total

Investments, at Fair Value

CLOs $ — $ — $ 3,664 $ 3,664

Total Assets, at Fair Value $ — $ — $ 3,664 $ 3,664

Liabilities, at Fair Value

3 unchanged sentences

Total Liabilities, at Fair Value $ — $ — $ 283,504 $ 283,504

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The table below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2021:

9 unchanged sentences

Total Liabilities, at Fair Value $ 43,048 $ — $ 280,875 $ 323,923

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Reconciliation of Fair Value Measurements Categorized within Level III

Unrealized gains and losses on the Company’s liabilities carried at fair value on a recurring basis are included within other loss in the consolidated and combined statements of operations.

Unrealized gains and losses on the Company’s assets and liabilities carried at fair value on a recurring basis are included within other loss in the consolidated and combined statements of operations.

There were no transfers in or out of Level III.

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended June 30, 2022:

Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended September 30, 2022:

Level III Assets and Liabilities

(dollars in thousands) Investment in CLOs TRA Liability Warrant Liability Earnout Liability Total

Beginning balance $ — $ 119,607 $ 11,100 $ 159,255 $ 289,962

Issuances — — 14,751 14,751

Acquisitions 3,738 — — ( 969 ) 2,769

Net (gains) losses ( 74 ) ( 3,599 ) ( 3,650 ) 1,760 ( 5,563 )

1 unchanged sentence

Change in net unrealized losses on liabilities still recognized at the reporting date $ ( 74 ) $ ( 3,599 ) $ ( 3,650 ) $ 1,760 $ ( 5,563 )

The following table sets forth a summary of changes in the fair value of the Level III measurements for the six months ended June 30, 2022:

Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

The following table sets forth a summary of changes in the fair value of the Level III measurements for the nine months ended September 30, 2022:

Level III Assets and Liabilities

(dollars in thousands) Investment in CLOs TRA Liability Warrant Liability Earnout Liability Total

Beginning balance $ — $ 111,325 $ 25,750 $ 143,800 $ 280,875

Issuances — — 14,751 14,751

Acquisitions 3,738 — — 13,782 17,520

Net losses (gains) ( 74 ) 4,683 ( 18,300 ) 2,464 ( 11,227 )

1 unchanged sentence

Change in net unrealized losses on liabilities still recognized at the reporting date $ ( 74 ) $ 4,683 $ ( 18,300 ) $ 2,464 $ ( 11,227 )

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended June 30, 2021:

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended September 30, 2021:

Level III Liabilities

1 unchanged sentence

Beginning balance $ 102,791 $ 14,600 $ 954,247 $ 1,071,638

Impact of the Business Combination 101,645 9,131 491,277 602,053

Net losses 1,146 5,469 462,970 469,585

Additional TRA resulting from settlement of Earnout Securities liability 15,598 — — 15,598

Settlement of Earnout Securities liability — — ( 585,662 ) ( 585,662 )

Net (gains) losses 4,733 10,150 293,122 308,005

Ending Balance $ 123,122 $ 24,750 $ 661,707 $ 809,579

Net change in unrealized losses held as of the reporting date $ 1,146 $ 5,469 $ 462,970 $ 469,585

The following table sets forth a summary of changes in the fair value of the Level III measurements for the six months ended June 30, 2021:

Change in net unrealized (gains) on liabilities still recognized at the reporting date $ 4,733 $ 10,150 $ 242,132 $ 257,015

The following table sets forth a summary of changes in the fair value of the Level III measurements for the nine months ended September 30, 2021:

Level III Liabilities

2 unchanged sentences

Impact of the Business Combination 101,645 9,131 491,277 602,053

Net losses 1,146 5,469 462,970 469,585

Additional TRA resulting from settlement of Earnout Securities liability 15,598 — — 15,598

Settlement of Earnout Securities liability — — ( 585,662 ) ( 585,662 )

Net (gains) losses 5,879 15,619 756,092 777,590

Ending Balance $ 123,122 $ 24,750 $ 661,707 $ 809,579

Net change in unrealized (gains) losses held as of the reporting date $ 1,146 $ 5,469 $ 462,970 $ 469,585

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Change in net unrealized (gains) on liabilities still recognized at the reporting date $ 5,879 $ 15,619 $ 461,490 $ 482,988

Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III

The fair value of CLOs are determined using independent pricing services.

The Company performs analytical procedures over these valuations and compares such valuations to other vendors’ pricing, as applicable.

Corporate Bonds

The fair value of corporate bonds are estimated based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs.

The fair value of corporate bonds are estimated based on quoted prices in markets that are not active, dealer quotations or alternative pricing sources supported by observable inputs.

These investments are generally classified as Level II.

3 unchanged sentences

The remaining TRA liability on the Company’s consolidated and combined statements of financial condition is not measured at fair value.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Warrant Liability

The Company uses a Monte Carlo simulation model to value the Private Placement Warrants.

The Company estimates the volatility of its Class A Shares based on the volatility implied by the Public Warrants.

The Company estimates the volatility of its Class A Shares based on the volatility implied by our peer group.

The risk-free interest rate is based on U.S.

1 unchanged sentence

The expected term of the warrants is assumed to be equivalent to their remaining contractual term.

The Public Warrants are traded on the NYSE and are stated at the last reported sales price without any valuation adjustments, and therefore are classified as Level I.

The Public Warrants were traded on the NYSE and were stated at the last reported sales price without any valuation adjustments, and therefore were classified as Level I.

Earnout Liability

5 unchanged sentences

The fair value of the Wellfleet Earnouts, which are primarily comprised of future contingent cash payments, was determined using a discounted cash flow model, which incorporates a discount rate based on the Company’s credit rating.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of June 30, 2022:

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of September 30, 2022:

(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input

3 unchanged sentences

Oak Street Earnouts 146,293 Monte Carlo Simulation Revenue Volatility 63 % - 63 % 63 % Increase

Risk-free rate 3 % 3 % 3 % Increase

Discount Rate 17 % 17 % 17 % Decrease

1 unchanged sentence

Total Liabilities, at Fair Value $ 283,504

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2021:

2 unchanged sentences

Warrant liability 25,750 Monte Carlo simulation Volatility 26 % - 26 % 26 % Increase

Earnout liability 143,800 Monte Carlo simulation Revenue volatility 38 % - 38 % 38 % Increase

Earnout liability:

Oak Street Earnouts 143,800 Monte Carlo simulation Revenue volatility 38 % - 38 % 38 % Increase

Discount rate 15 % - 15 % 15 % Decrease

1 unchanged sentence

Fair Value of Other Financial Instruments

As of June 30, 2022, the fair value of the Company’s debt obligations was approximately $ 1.1 billion compared to a carrying value of $ 1.4 billion, and such fair value measurements are categorized as Level I within the fair value hierarchy.

Management estimates that the carrying value of the Company’s other investments, which are not carried at fair value, approximated their fair values as of June 30, 2022, and such fair value measurements are categorized as Level III within the fair value hierarchy.

As of September 30, 2022, the fair value of the Company’s debt obligations was approximately $ 1.1 billion compared to a carrying value of $ 1.5 billion, and such fair value measurements are categorized as Level II within the fair value hierarchy.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of September 30, 2022, and such fair value measurements are categorized as Level III within the fair value hierarchy.

As of December 31, 2021, management estimates that the carrying value of the Company’s other investments and debt obligations, which are not carried at fair value, approximated their fair values, and such fair value measurements for the other investments are categorized as Level III and its debt obligations are categorized as Level I within the fair value hierarchy.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The Registrant is a domestic corporation for U.S.

6 unchanged sentences

federal income tax purposes and taxable entities for certain state and local taxes, such as New York City and Connecticut UBT.

The Company had an effective tax rate of - 163.9 % and - 1.9 % for the three and six months ended June 30, 2022, respectively, and 1.8 % and 1.8 % for the three and six months ended June 30, 2021, respectively.

The Company had an effective tax rate of 29.0 % and 7.7 % for the three and nine months ended September 30, 2022, respectively, and 5.6 % and 2.4 % for the three and nine months ended September 30, 2021, respectively.

The effective tax rates differed from the statutory rate primarily due to the portion of income allocated to noncontrolling interests, nondeductible compensation and state and local taxes.

2 unchanged sentences

The Company regularly evaluates the realizability of its deferred tax asset and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized.

As of June 30, 2022, the Company has not recorded any valuation allowances.

As of and prior to June 30, 2022, the Company has not recognized any liability for uncertain tax positions.

As of September 30, 2022, the Company has not recorded any valuation allowances.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

1 unchanged sentence

The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2017.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

In connection with and subsequent to the Business Combination, the Company recorded to additional paid-in capital various adjustments to deferred tax assets and liabilities, as well as related impacts to the TRA liability, related to capital transactions.

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In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The estimate of the timing and the amount of future payments under the TRA involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that the Company will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments.

The table below presents management’s estimate as of June 30, 2022, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

The table below presents management’s estimate as of September 30, 2022, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.

(dollars in thousands) Potential Payments Under the Tax Receivable Agreement

July 1, 2022 to December 31, 2022 $ —

October 1, 2022 to December 31, 2022 $ —

Thereafter 689,970

2 unchanged sentences

Total TRA Liability $ 791,990

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Unfunded Product Commitments

As of June 30, 2022, the Company had unfunded investment commitments to its products of $ 13.1 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products, and which the Company expects to fund over the next several years.

As of September 30, 2022, the Company had unfunded investment commitments to its products of $ 34.8 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products, and which the Company expects to fund over the next several years.

In addition, the Company has unfunded commitments under a promissory note with one of its products, as further discussed in Note 12.

Indemnification and Guarantee Arrangements

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The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition.

As of June 30, 2022, the Company has not had prior claims or losses pursuant to these arrangements.

As of September 30, 2022, the Company has not had prior claims or losses pursuant to these arrangements.

From time to time, the Company is involved in legal actions 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.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

RELATED PARTY TRANSACTIONS

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These amounts are included within due from related parties in the Company’s consolidated and combined statements of financial condition.

(dollars in thousands) June 30, 2022 December 31, 2021

(dollars in thousands) September 30, 2022 December 31, 2021

Management fees $ 261,166 $ 168,057

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Administrative fees represent allocable compensation and other expenses incurred by the Company, pursuant to administrative and other agreements, that are reimbursed by products it manages.

These administrative fees are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 14.2 million and $ 23.3 million during the three and six months ended June 30, 2022, respectively, and $ 6.8 million and $ 10.3 million for the three and six months ended June 30, 2021, respectively.

These administrative fees are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 14.3 million and $ 37.6 million during the three and nine months ended September 30, 2022, respectively, and $ 11.4 million and $ 21.7 million for the three and nine months ended September 30, 2021, respectively.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Dealer Manager Revenues

Dealer manager revenues represent commissions earned from certain of the Company’s products for distribution services provided.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 6.6 million and $ 12.5 million during the three and six months ended June 30, 2022, respectively, and $ 0.9 million and $ 2.0 million for the three and six months ended June 30, 2021, respectively.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 5.9 million and $ 18.4 million during the three and nine months ended September 30, 2022, respectively, and $ 2.0 million and $ 4.0 million for the three and nine months ended September 30, 2021, respectively.

Substantially all of these dealer manager revenues are subsequently paid out to third party brokers, and such payments are recorded within general, administrative and other expenses on the consolidated and combined statements of operations.

Expense Support and Caps Arrangements

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In certain cases, the Company is able to recover these expenses once certain profitability, cash flow or fundraising thresholds are met.

The Company recorded net expenses related to these arrangements of $ 5.7 million and $ 12.7 million for the three and six months ended June 30, 2022, respectively, and $ 0.8 million and $ 3.0 million for the three and six months ended June 30, 2021, respectively.

These net expenses are included in general, administrative and other expenses within the consolidated and combined statements of operations.

The Company recorded net expenses (recoveries) related to these arrangements of $ 0.8 million and $ 13.5 million for the three and nine months ended September 30, 2022, respectively, and $( 4.1 ) million and $( 1.1 ) million for the three and nine months ended September 30, 2021, respectively.

These net expenses (recoveries) are included in general, administrative and other expenses within the consolidated and combined statements of operations.

Aircraft Reimbursements

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Personal use of the aircraft is not charged to the Company.

The Company recorded expenses for these aircraft reimbursements of $ 0.8 million and $ 1.1 million for the three and six months ended June 30, 2022, respectively, and $ 0.2 million for the three and six months ended June 30, 2021.

The Company recorded expenses for these aircraft reimbursements of $ 0.6 million and $ 1.7 million for the three and nine months ended September 30, 2022, respectively, $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2021.

Promissory Note

On August 8, 2022, the Company entered into an interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 250.0 million.

The promissory note bears interest at SOFR plus 2.0 %, subject to change based on credit rating and leverage ratio.

As of September 30, 2022, $ 150.0 million was outstanding under the promissory note and the Company recorded $ 0.7 million of interest income for the three and nine months ended September 30, 2022.

Interest is payable monthly in arrears and may be settled in cash or equity in the related product.

Any unpaid principal balance and unpaid accrued interest is payable on demand upon 120 days written notice by the Company.

As of November 1, 2022, the amount outstanding under the promissory note was $ 250.0 million.

Blue Owl Capital Inc.

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Contingently issuable shares Contingently issuable shares

If-converted method

Potentially Dilutive Instruments of the Blue Owl Operating Group:

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These RSUs do not participate in dividends until settled in Class A Shares.

These vested RSUs totaled 10,841,191 and 10,884,403 for the three and six months ended June 30, 2022, respectively, and 9,050,000 for the period from May 19, 2021 to June 30, 2021.

(2) The treasury stock method for warrants carried at fair value includes adjusting the numerator for changes in fair value impacting net income (loss) for the period.

(3) As of June 30, 2022, the Wellfleet Triggering Events with respect to the Wellfleet Earnout Shares had not occurred, and therefore such shares have not been included in the calculation of basic earnings (loss) per share for the three and six months ended June 30, 2022.

However, had the end of the reporting period also been the end of the contingency period for the Wellfleet Earnout Shares, the Wellfleet Triggering Events would have occurred, and therefore the Wellfleet Earnout Shares have been included in the calculation of diluted earnings (loss) per share for the three and six months ended June 30, 2022, as if such shares were outstanding from the date of the Wellfleet Acquisition.

These vested RSUs totaled 10,752,588 and 10,839,982 for the three and nine months ended September 30, 2022, respectively, and 9,050,000 for the three months ended September 30, 2021 and the period from May 19, 2021 to September 30, 2021.

(2) The treasury stock method for warrants, which are carried at fair value, includes adjusting the numerator for changes in fair value impacting net income (loss) for the period.

(3) As of September 30, 2022, the Wellfleet Triggering Events with respect to the Wellfleet Earnout Shares had not occurred, and therefore such shares have not been included in the calculation of basic earnings (loss) per share for the three and nine months ended September 30, 2022.

However, had the end of the reporting period also been the end of the contingency period for the Wellfleet Earnout Shares, the Wellfleet Triggering Events would have occurred, and therefore the Wellfleet Earnout Shares have been included in the calculation of diluted earnings (loss) per share for the three and nine months ended September 30, 2022, as if such shares were outstanding from the date of the Wellfleet Acquisition.

(4) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into Class A Shares as of the beginning of the period.

For Earnout Securities carried at fair value, the numerator is also adjusted for changes in fair value impacting net income (loss) for the period.

(5) As of June 30, 2022, the Oak Street Triggering Events with respect to the Oak Street Earnout Units had not occurred nor are these units issuable by the Registrant (they would be issued as Common Units of the Blue Owl Operating Group), and therefore such units have not been included in the calculation of basic earnings (loss) per share for the three and six months ended June 30, 2022.

Additionally, had the end of the reporting period also been the end of the contingency period for the Oak Street Earnout Units, the Oak Street Triggering Events would not yet have occurred, and therefore the Oak Street Earnout Units have not been included in the calculation of diluted earnings (loss) per share for the three and six months ended June 30, 2022.

(6) As of June 30, 2021, the Class E Triggering Events with respect to the Series E-1 and Series E-2 Earnout Securities had not occurred, and therefore such securities have not been included in the calculation of basic earnings (loss) per share for the period from May 19, 2021 to June 30, 2021.

Additionally, had the end of the reporting period also been the end of the contingency period for the Earnout Securities, the Class E Triggering Events would not yet have occurred, and therefore the Earnout Securities have not been included in the calculation of diluted earnings (loss) per share for the period from May 19, 2021 to June 30, 2021.

(5) As of September 30, 2022, the Oak Street Triggering Events with respect to the Oak Street Earnout Units had not occurred nor are these units issuable by the Registrant (they would be issued as Common Units of the Blue Owl Operating Group), and therefore such units have not been included in the calculation of basic earnings (loss) per share for the three and nine months ended September 30, 2022.

(6) As of September 30, 2021, the Class E Triggering Events with respect to the Series E-2 Earnout Securities had not occurred, and therefore such securities have not been included in the calculation of basic earnings (loss) per share for the three months ended September 30, 2021 and the period from May 19, 2021 to September 30, 2021.

Additionally, had the end of the reporting period also been the end of the contingency period for the Earnout Securities, the Class E Triggering Events with respect to the Series E-2 Earnout Securities would not yet have occurred, and therefore such Earnout Securities have not been included in the calculation of diluted earnings (loss) per share for the for the three months ended September 30, 2021and the period from May 19, 2021 to September 30, 2021.

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements (Unaudited)

Three Months Ended June 30, 2022 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

Three Months Ended September 30, 2022 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Income Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

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Diluted $ ( 6,540 ) 1,411,812,068 $ 0.00

Six Months Ended June 30, 2022 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

Nine Months Ended September 30, 2022 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

10 unchanged sentences

Diluted $ ( 10,881 ) 427,172,270 $ ( 0.03 )

For periods prior to the Business Combination, earnings per share results in values that would not be meaningful to the users of the consolidated and combined financial statements, as the Company’s capital structure completely changed as a result of the Business Combination.

Therefore, earnings (loss) per share information has not been presented for periods prior to the Business Combination.

Three Months Ended September 30, 2021 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

Basic $ ( 53,323 ) 338,472,456 $ ( 0.16 )

Effect of dilutive securities:

Common Units — — 956,301,495

Warrants — — 14,159,381

Earnout Securities — — 49,999,962

Diluted $ ( 53,323 ) 338,472,456 $ ( 0.16 )

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements (Unaudited)

For the Period from May 19, 2021 to June 30, 2021 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Number of Units Excluded from Diluted Calculation

For the Period from May 19, 2021 to September 30, 2021 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

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Diluted $ ( 1,743,276 ) 1,281,179,067 $ ( 1.36 )

Therefore, earnings (loss) per share information has not been presented for periods prior to the Business Combination.

SUBSEQUENT EVENTS

Public Warrants Redemption

On July 18, 2022, the Company announced that it will redeem all of the outstanding Public Warrants on August 18, 2022 (the “Redemption Date”).

Holders may exercise Public Warrants and receive Class A Shares in exchange for payment in cash for the warrant exercise price.

Alternatively, a holder may surrender Public Warrants for 0.239 Class A Shares for each Public Warrant.

Any Public Warrants outstanding on the Redemption Date will be redeemed in cash at a price of $ 0.10 per Public Warrant.

The Private Placement Warrants are not redeemable at the Company’s option and will continue to remain outstanding following the Redemption Date.

On August 4, 2022, the Company announced a cash dividend of $ 0.11 per Class A Share.

The dividend is payable on August 29, 2022, to holders of record as of the close of business on August 22, 2022.

On November 4, 2022, the Company announced a cash dividend of $ 0.12 per Class A Share.

The dividend is payable on November 30, 2022, to holders of record as of the close of business on November 21, 2022.

Share Repurchase

In October 2022, the Company repurchased 3,237,584 shares under the Program for an aggregate amount of $ 29.7 million, excluding commission costs.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information