What changed in this filing

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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-28 · 717 added, 492 removed, 1009 unchanged (55% of the section changed)

3 unchanged sentences

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of December 31, 2022, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

As discussed elsewhere in this Annual Report, we completed the Business Combination on May 19, 2021.

Prior to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.

The design of internal control over financial reporting for the Company post-Business Combination has required and will continue to require significant time and resources from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense to conduct an assessment of our internal control over financial reporting as of December 31, 2021.

Accordingly, we are excluding management's report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance's Regulation S-K Compliance & Disclosure Interpretations.

We have not engaged an independent registered accounting firm to perform an audit of our internal control over financial reporting for any period reported in our consolidated and combined financial statements.

We expect our independent public registered accounting firm to attest to the effectiveness of our internal control over financial reporting for our Annual Report for the year ending December 31, 2022.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with GAAP.

Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions;

providing reasonable assurance that transactions are recorded as necessary for preparation of our Financial Statements;

providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization;

and providing reasonable

assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our Financial Statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement of our Financial Statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2022.

The Company's independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of the Company's internal control over financial reporting, which is included in the opinion starting on page F-2 of this report.

Changes in Internal Control over Financial Reporting

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Other Information.

Effective February 28, 2022, the Board of Directors of the Company approved amendments to each of the employment agreements between the Company and each of Doug Ostrover, Marc Lipschultz, Michael Rees and Marc Zahr (collectively, the “Employment Agreement Amendments”) to provide that (i) a portion of such individual’s right to receive up to 1.33% of the Company’s annual management fee revenues that exceed such individual’s base compensation (the “Additional Amounts) shall be paid in the form of profits interests in the Blue Owl Partnerships, if offered by the Company and elected by the individual, and (ii) the remainder of any such Additional Amounts shall be in the form of cash;

provided that (x) for 2022, the amount received in profits interests shall not be less than 20% of such Additional Amounts, and (y) for periods subsequent to 2022, the proportional amounts of cash and profits interests shall be subject to required consent under the Investor Rights Agreement.

The number of profits interests issued would be calculated based on the volume weighted average trading price for the ten trading days prior to the payment date.

The terms of such profits interests are expected to be substantially similar to profits interests previously awarded by the Company except that they would be fully vested upon grant and subject to a one year lockup period and additional limitations on conversion.

The foregoing description is not complete and is qualified in its entirety by reference to the text of the Employment Agreement Amendments, copies of which are attached hereto as Exhibits 10.22, 10.23, 10.24 and 10.25, respectively, and are incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

Exhibit and Financial Statement Schedules.

The financial statements included in this annual report are listed on page F-1 .

The financial statements included in this report are listed on page F-1 .

Financial statement schedules:

15 unchanged sentences

Current Report on Form 8-K filed on May 21, 2021)

Certificate of Incorporation of Blue Owl Capital Inc.

(incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Certificate of Incorporation of Blue Owl Capital Inc., as amended (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc.

Current Report on Form 10-Q filed on May 5, 2022).

Amended and Restated Bylaws of Blue Owl Capital Inc.

(incorporated by reference to Exhibit 3.

2 of Blue Owl Capital Inc.

(incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc.

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

Description of Securities (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on May 5, 2022).

Amended and Restated Warrant Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Computershare Trust Company, N.A.

6 unchanged sentences

Current Report on Form 8-K filed on June 10, 2021).

Form of 3.125% Senior Note due 2031 (incorporated by reference to Exhibit 4.3 of Blue Owl Capital Inc.

Form of 3.125% Senior Note due 2031 (incorporated by reference to the form included within Exhibit 4.

2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 10, 2021)

2 unchanged sentences

Current Report on Form 8-K filed on October 7, 2021)

Form of 4.125% Senior Note due 2051 (included in Exhibit 4.

Form of 4.125% Senior Note due 2051 (incorporated by reference to the form included within Exhibit 4.

2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 7, 2021).

Third Supplemental Indenture dated as of February 15, 2022 among Blue Owl Finance LLC, as issuer, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Owl Rock Capital Group LLC, Dyal Capital Holdings (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.

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

Form of 4.375% Senior Note due 2032 (incorporated by reference to the form included within Exhibit 4.

2 of Blue Owl Capital Inc.

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

Exhibit Number Description

Tax Receivable Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Amended and Restated Tax Receivable Agreement, dated as of October 22, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto.

Investor Rights Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto, Altimar Sponsor and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Exhibit Number Description

Amended and Restated Limited Liability Company Agreement of Blue Owl Capital GP LLC (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021).

Blue Owl Capital Inc.

1 unchanged sentence

Current Report on Form 8-K filed on May 21, 2021)

Amendment No.

1 to Blue Owl Capital Inc.

2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021).

Form of Incentive Unit Grant Agreement (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021).

Form of RSU Award Agreement for Directors (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021).

Form of RSU Award Agreement for Employees (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021).

Exchange Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP and the Blue Owl Limited Partners (as defined therein) from time to time party thereto (incorporated by reference to Exhibit 10.7 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Amended and Restated Exchange Agreement, dated as of October 22, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP and the Blue Owl Limited Partners (as defined therein) from time to time party thereto.

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 of Blue Owl Capital Inc.

3 unchanged sentences

Current Report on Form 8-K filed on May 21, 2021)

Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Ow l C apital Inc.

Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation and Doug Ostrover (incorporated by reference to Exhibit 10.4 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020)

13 unchanged sentences

Current Report on Form 8-K filed on September 20, 2021)

Exhibit Number Description

Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc.

6 unchanged sentences

Current Report on Form 8-K filed on December 30, 2021)

Credit Agreement, dated as of November December 7, 2021, by and among Blue Owl Capital Inc., 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 December 13, 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).

Registration Rights Agreement, dated as of December 29, 2021, by and among Blue Owl Capital Inc., Marc Zahr and Augustus, LLC (incorporated by reference to Exhibit 1 0.2 of Blue Owl Capital Inc.

1 unchanged sentence

Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29, 2021, by and between Blue Owl Capital Inc.

and Marc Zahr (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc.

and Marc Zahr (incorporated by reference to Exhibit 10.

3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on December 30, 2021)

First Amendment to Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corp oration) and Douglas I.

First Amen dment to Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation) and Douglas I.

Ostrover (incorporated by reference to Exhibit 10.22 of Blue Owl Capital Inc.

Annual Report on Form 10-K, filed on February 28, 2022)

First Amendment to Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation) and Marc S.

First Amendment to Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29 , 202 1 , by and between Blue Owl Capital Holdings, LLC and Marc Z ahr

Exhibit Number Description

Lipschultz (incorporated by reference to Exhibit 10.23 of Blue Owl Capital Inc.

Annual Report on Form 10-K, filed on February 28, 2022)

First Amendment to Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29, 2021, by and between Blue Owl Capital Holdings, LLC and Marc Zahr (incorporated by reference to Exhibit 10.24 of Blue Owl Capital Inc.

Annual Report on Form 10-K, filed on February 28, 2022)

First Amendment to Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation) and Michael D.

Rees (incorporated by reference to Exhibit 10.25 of Blue Owl Capital Inc.

Annual Report on Form 10-K, filed on February 28, 2022)

Subsidiaries of the Registrant.

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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 December 31, 2021 and December 31, 2020, (ii) the Consolidated and Combined Statements of Operations for the years ended December 31, 2021, 2020 and 2019, (iii) the Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2021, 2020 and 2019, (iv) the Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019, and (v) the Notes to the Consolidated and Combined Financial Statements

(i) the Consolidated and Combined Statements of Financial Condition as of December 31, 2022 and December 31, 2021, (ii) the Consolidated and Combined Statements of Operations for the years ended December 31, 2022, 2021 and 2020, (iii) the Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2022, 2021 and 2020, (iv) the Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, 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)

Exhibit Number Description

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

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* Filed herewith

** Furnished 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 Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant in the capacities on February 28, 2022.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Douglas I.

Ostrover Chief Executive Officer and Director

Lipschultz Co-President and Director

/s/ Michael Rees Co-President and Director

/s/ Alan Kirshenbaum Chief Financial Officer

Ostrover Chief Executive Officer and Director February 27, 2023

Ostrover (Principal Executive Officer)

Lipschultz Co-President and Director February 27, 2023

/s/ Michael Rees Co-President and Director February 27, 2023

/s/ Alan Kirshenbaum Chief Financial Officer February 27, 2023

Alan Kirshenbaum (Principal Financial Officer and Principal Accounting Officer)

/s/ Claudia Holz Director

/s/ Claudia Holz Director February 27, 2023

/s/ Andrew S.

Komaroff Director

Packer Director

/s/ Stacy Polley Director

/s/ Sean Ward Director

/s/ Dana Weeks Director

/s/ Marc Zahr Director

Komaroff Director February 27, 2023

Packer Director February 27, 2023

/s/ Stacy Polley Director February 27, 2023

/s/ Sean Ward Director February 27, 2023

/s/ Dana Weeks Director February 27, 2023

/s/ Marc Zahr Director February 27, 2023

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm F- 2

Consolidated and Combined Statements of Financial Condition as of December 31, 2021 and 2020 F- 5

Consolidated and Combined Statements of Operations for the years ended December 31, 2021, 2020 and 2019 F- 6

Consolidated and Combined Statements of Changes in Shareholder’s Equity (Deficit) for the years ended December 31, 2021, 2020 and 2019 F- 7

Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 F- 10

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

Consolidated and Combined Statements of Operations for the years ended December 31, 2022, 2021 and 2020

Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2022, 2021 and 2020

Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

Notes to Consolidated and Combined Financial Statements F- 12

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

To the Stockholders and Board of Directors

Blue Owl Capital Inc.:

Opinion on the Consolidated and Combined Financial Statements

Opinions on the Consolidated and Combined Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated and combined statements of financial condition of Blue Owl Capital Inc.

and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated and combined statements of operations, changes in shareholders’ equity (deficit), and cash flows for each of the years in the three‑year period ended December 31, 2021, and the related notes (collectively, the consolidated and combined financial statements).

In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2021, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated and combined statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated and combined financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated and combined financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These consolidated and combined financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated and combined financial statements based on our audits.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated and combined financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (Item 9A).

Our responsibility is to express an opinion on the Company’s consolidated and combined financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated and combined financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated and combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated and combined financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated and combined financial statements included performing procedures to assess the risks of material misstatement of the consolidated and combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated and combined financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated and combined financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated and combined financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated and combined financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated and combined financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated and combined financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated and combined financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated and combined financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the fair value of certain acquired intangible assets

As discussed in Note 1 to the consolidated and combined financial statements, the Company acquired Dyal Capital Partners (Dyal) and Oak Street Real Estate Capital LLC (Oak Street) on May 19, 2021 and December 29, 2021, respectively.

The acquisitions were accounted for as business combinations using the acquisition method of accounting as discussed in Note 2.

As discussed in Note 3, the Company acquired Dyal and Oak Street for total purchase consideration of $5,607.2 million and $1,083.4 million, respectively.

In connection with the acquisitions, the Company recognized intangible assets acquired at their acquisition-date fair value.

The intangible assets acquired included investment management agreements related to the Dyal and Oak Street acquisitions of $1,859.9 million and $323.3 million, respectively.

The intangible assets acquired also included investor relationships related to the Dyal and Oak Street acquisitions of $291.4 million and $157.4 million, respectively.

We identified the evaluation of the fair value of the investment management agreements and investor relationships acquired in the Dyal and Oak Street business combinations as a critical audit matter.

Subjective and complex auditor judgment was required to evaluate the following assumptions:

— projected revenue on assets under management used to value the investment management agreements

— investor retention rates used to value the investor relationships

— discount rates used to value the investment management agreements and investor relationships.

The acquisition-date fair value of investment management agreements and investor relationships were sensitive to changes in the above assumptions.

In addition, the projected revenue on assets under management was based on expectations of future market and economic conditions that are uncertain.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design of certain internal controls related to the valuation process for the investment management agreements and investor relationships.

This included controls related to the development of the above assumptions.

We evaluated the reasonableness of the projected revenue on assets under management by comparing it to historical revenue on assets under management.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

— evaluating the discount rates used to determine the fair value of the investment management agreements and the investor relationships by (1) comparing their inputs to publicly available market data for comparable entities, (2) recalculating the Company’s determination of its weighted average cost of capital (WACC) used to determine its discount rates, and (3) reconciling the Company’s determination of its WACC to the Company’s weighted average return on assets and internal rate of return

— evaluating the discount rates used to determine the fair value of the investment management agreements and the fair value of the investor relationships acquired in the Oak Street business combination by comparing the Company’s determination of the WACC to market information such as venture capital rates of return used to value companies in various stages of development

— evaluating the investor retention rates used to determine the fair value of the investor relationships by comparing them to historical retention rates of investors participating in new funds and investment strategies.

Fair value of earnout securities on date of Business Combination

As discussed in Note 1 to the consolidated and combined financial statements, in connection with the Business Combination on May 19, 2021, the Company issued two series of Class E Shares and the Blue Owl Operating Partnerships issued Seller Earnout Units (collectively, the Earnout Securities).

As discussed in Note 9, the Company recorded an earnout liability of $635.1 million, of which $491.3 million related to the Earnout Securities.

As discussed in Note 2, the liability for Earnout Securities is carried at fair value with changes in fair value included within change in earnout liability in the Company’s consolidated and combined financial statements.

In addition, as discussed in Note 2, Earnout Securities issued to certain employees in connection with the Business Combination were accounted for as equity-based compensation.

As discussed in Note 8, the Company recorded total equity-based compensation expense for Earnout Securities of $63 million.

As discussed in Notes 1 and 8, the Earnout Securities had Triggering Events on July 21, 2021 and November 3, 2021, and as a result, none remained outstanding as of December 31, 2021.

We identified the evaluation of the fair value of Earnout Securities issued on May 19, 2021 in connection with the Business Combination as a critical audit matter.

A higher degree of subjective and complex auditor judgment was required to evaluate the volatility rate developed from guideline public companies and the discount for lack of marketability (DLOM) used to estimate the fair value of the Earnout Securities.

The development of these assumptions involved unobservable data or company adjustments of observable data.

As discussed in Notes 1 and 3 to the consolidated and combined financial statements, the Company acquired Wellfleet Credit Partners, LLC (Wellfleet) on April 1, 2022 for total purchase consideration of $128.0 million.

The acquisition was accounted for as a business combination using the acquisition method of accounting.

In connection with the acquisition, the Company recognized intangible assets at their acquisition-date fair value, which included investment management agreements of $39.1 million.

We identified the evaluation of the fair value of the investment management agreements acquired in the Wellfleet business combination as a critical audit matter.

Subjective and complex auditor judgment was required to evaluate the discount rates used to value the investment management agreements.

The acquisition-date fair value of investment management agreements was sensitive to changes in the discount rates.

In addition, valuation professionals with specialized skills and knowledge were required to assess the discount rates used to estimate the fair value of the investment management agreements.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design of certain internal controls related to the valuation process for Earnout Securities, including controls related to the determination of the volatility rate.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

— evaluating the DLOM by comparing it to an independently developed range of DLOMs

— assessing the volatility rate used in the valuation of Earnout Securities by comparing it to (1) an independently developed volatility rate using comparable peer companies, (2) historical and implied volatility rates of relevant public peer companies, and (3) an independently developed range of volatility rates using the capital structure of the Company.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation process for acquired investment management agreements.

This included controls related to the development of the discount rates.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rates used to determine the fair value of the investment management agreements by:

– comparing the discount rates to the overall Company’s weighted average cost of capital (WACC)

– comparing certain inputs to the Company’s calculation of its WACC to publicly available market data for comparable entities

– recalculating the Company’s determination of its WACC

– reconciling the Company’s determination of its WACC to the Company’s weighted average return on assets and internal rate of return.

We have served as the Company’s auditor since 2016.

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(Dollars in Thousands, Except Per Share Data)

December 31, 2021 December 31, 2020

2022 December 31,

Cash and cash equivalents $ 68,079 $ 42,567

Due from related parties 357,921 224,576

Investments (includes $ 16,922 and $ 1,311 at fair value and $ 315,304 and $ 8,522 of investments in the Company’s products, respectively)

317,231 12,143

Operating lease assets 224,411 86,033

8 unchanged sentences

Operating lease liabilities 239,844 88,480

Deferred tax liabilities 48,962 —

TRA liability (includes $ 111,325 and $ — at fair value)

TRA liability (includes $ 120,587 and $ 111,325 at fair value, respectively)

820,960 670,676

Warrant liability, at fair value 8,550 68,798

Earnout liability 143,800 —

Earnout liability, at fair value 172,070 143,800

Deferred tax liabilities 41,791 48,962

Accounts payable, accrued expenses and other liabilities 126,559 68,339

1 unchanged sentence

Commitments and Contingencies (Note 11)

Shareholders’ Equity (Deficit)

Members’ deficit prior to the Business Combination — ( 507,687 )

Class A Shares, par value $ 0.0001 per share, 2,500,000,000 and none authorized, 404,919,411 and none issued and outstanding

Class C Shares, par value $ 0.0001 per share, 1,500,000,000 and none authorized, 674,766,200 and none issued and outstanding

Class D Shares, par value $ 0.0001 per share, 350,000,000 and none authorized, 319,132,127 and none issued and outstanding

Stockholders’ Equity

Class A Shares, par value $ 0.0001 per share, 2,500,000,000 authorized, 445,131,351 and 404,919,411 issued and outstanding, respectively

Class C Shares, par value $ 0.0001 per share, 1,500,000,000 authorized, 629,402,505 and 674,766,200 issued and outstanding, respectively

Class D Shares, par value $ 0.0001 per share, 350,000,000 authorized, 319,132,127 and 319,132,127 issued and outstanding, respectively

Additional paid-in capital 2,293,903 2,160,934

Accumulated deficit ( 689,345 ) ( 497,506 )

Total Shareholders’ Equity Attributable to Blue Owl Capital Inc.

Shareholders’ equity attributable to noncontrolling interests 4,184,003 6,526

Total Shareholders’ Equity (Deficit) 5,847,570 ( 501,161 )

Total Liabilities and Shareholders’ Equity (Deficit) $ 8,266,398 $ 121,597

Total Stockholders’ Equity Attributable to Blue Owl Capital Inc.

1,604,698 1,663,567

Stockholders’ equity attributable to noncontrolling interests 3,944,188 4,184,003

Total Stockholders’ Equity 5,548,886 5,847,570

Total Liabilities and Stockholders’ Equity $ 8,893,075 $ 8,266,398

The accompanying notes are an integral part of these consolidated and combined financial statements.

5 unchanged sentences

2022 2021 2020

Management fees, net (includes Part I Fees of $ 150,370 , $ 34,404 and $ 11,515 )

Management fees, net (includes Part I Fees of $ 233,993 , $ 150,370 and $ 34,404 , respectively)

$ 1,211,606 $ 667,935 $ 194,906

6 unchanged sentences

Total Expenses 1,372,205 1,751,145 308,542

Other Income (Loss)

Net losses on investments ( 132 ) ( 3,526 ) —

4 unchanged sentences

Change in earnout liability ( 14,488 ) ( 834,255 ) —

Total Other Loss ( 940,210 ) ( 23,816 ) ( 6,662 )

Total Other Income (Loss) ( 47,132 ) ( 940,210 ) ( 23,816 )

Loss Before Income Taxes ( 49,615 ) ( 1,867,477 ) ( 82,543 )

7 unchanged sentences

Net Loss Attributable to Class A Shares $ ( 9,289 ) $ ( 450,430 )

Net Loss per Class A Share

Loss per Class A Share

Basic $ ( 0.02 ) $ ( 1.27 )

1 unchanged sentence

Weighted-Average Class A Shares

433,431,256 354,949,067

Diluted 433,431,256 1,315,186,416

(1) Included in the weighted-average Class A Shares outstanding for the period from May 19, 2021 to December 31, 2021, were 9,191,642 RSUs that have vested but have not been settled in Class A Shares.

(1) Included in the weighted-average Class A Shares outstanding were RSUs that have vested but have not been settled in Class A Shares.

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

1 unchanged sentence

Blue Owl Capital Inc.

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

(Prior to May 19, 2021, Owl Rock)

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

(Dollars in Thousands, Except Per Share Data)

3 unchanged sentences

Beginning balance $ — $ ( 507,687 ) $ ( 352,756 )

Contributions — — 13,435

Distributions — ( 103,143 ) ( 77,100 )

27 unchanged sentences

Blue Owl Capital Inc.

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

(Prior to May 19, 2021, Owl Rock)

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

(Dollars in Thousands, Except Per Share Data)

11 unchanged sentences

Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination — ( 325,222 ) —

Share issuance in connection with Strategic Revenue-Share Purchase 455,020 — —

Offering costs related to share issuance in connection with Strategic Revenue-Share Purchase ( 687 ) — —

Equity classified contingent consideration in connection with Wellfleet Acquisition 969 —

Deferred taxes on capital transactions 104,858 164,741 —

TRA liability on capital transactions ( 138,851 ) ( 195,795 ) —

Exercise of warrants 25,765 2 —

2 unchanged sentences

Acquisition of noncontrolling interests — ( 74,684 ) —

Deferred taxes on capital transactions subsequent to the Business Combination 164,741 — —

TRA liability recognized on capital transactions subsequent to the Business Combination ( 195,795 ) — —

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership subsequent to the Business Combination 96,807 — —

Share issuance in connection with Strategic Revenue-Share Purchase — 455,020 —

Offering costs related to share issuance in connection with Strategic Revenue-Share Purchase — ( 687 ) —

Withholding taxes on vested RSUs ( 773 ) — —

Class A Share repurchases ( 78,789 ) — —

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 207,970 96,807 —

Ending Balance $ 2,293,903 $ 2,160,934 $ —

2 unchanged sentences

Cash dividends declared on Class A Shares ( 182,550 ) ( 47,076 ) —

Comprehensive loss following the Business Combination Date ( 450,430 ) — —

Comprehensive loss following the Business Combination ( 9,289 ) ( 450,430 ) —

Ending Balance $ ( 689,345 ) $ ( 497,506 ) $ —

Total Shareholders' Equity Attributable to Blue Owl Capital Inc.

Total Stockholders' Equity Attributable to Blue Owl Capital Inc.

$ 1,604,698 $ 1,663,567 $ —

Shareholders’ Equity Attributable to Noncontrolling Interests

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

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

(Dollars in Thousands, Except Per Share Data)

Year Ended December 31,

2022 2021 2020

Stockholders’ Equity Attributable to Noncontrolling Interests

Beginning balance $ 4,184,003 $ 6,526 $ 2,259

10 unchanged sentences

Distributions ( 425,164 ) ( 135,244 ) ( 954 )

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership subsequent to the Business Combination ( 96,810 ) — —

Comprehensive income (loss) ( 1,426,095 ) ( 4,610 ) ( 2,493 )

Withholding taxes on vested RSUs ( 1,647 ) —

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership ( 207,970 ) ( 96,810 ) —

Comprehensive loss ( 30,946 ) ( 1,426,095 ) ( 4,610 )

Ending Balance $ 3,944,188 $ 4,184,003 $ 6,526

Total Shareholders' Equity $ 5,847,570 $ ( 501,161 ) $ ( 350,497 )

Total Stockholders' Equity $ 5,548,886 $ 5,847,570 $ ( 501,161 )

Blue Owl Capital Inc.

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

(Prior to May 19, 2021, Owl Rock)

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

(Dollars in Thousands, Except Per Share Data)

5 unchanged sentences

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

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

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

Class A Share repurchases ( 7,637,877 ) — —

Shares delivered on vested RSUs 329,768 — —

Settlement of Earnout Securities — 14,990,864 —

27 unchanged sentences

Cash Flows from Operating Activities

Consolidated and combined net (loss) income $ ( 1,802,266 ) $ ( 82,441 ) $ 20,465

Consolidated and combined net loss $ ( 40,235 ) $ ( 1,802,266 ) $ ( 82,441 )

Adjustments to reconcile consolidated and combined net loss to net cash from operating activities:

19 unchanged sentences

Cash Flows from Investing Activities

Purchase of fixed assets ( 5,261 ) ( 652 ) ( 1,173 )

Purchase of investments ( 328,797 ) — —

Purchases of fixed assets ( 65,539 ) ( 5,261 ) ( 652 )

Purchases of investments ( 309,103 ) ( 328,797 ) ( 30,000 )

Proceeds from investment sales and maturities 3,878 314,052 30,000

Cash consideration paid for Dyal Acquisition and Oak Street Acquisition, net of cash acquired ( 1,578,866 ) — —

Proceeds from promissory note — ( 30,000 ) —

Repayments of promissory note — 30,000 —

Cash consideration paid for acquisitions, net of cash consideration received ( 114,454 ) ( 1,578,866 ) —

Net Cash Used in Investing Activities ( 485,218 ) ( 1,598,872 ) ( 652 )

Blue Owl Capital Inc.

Consolidated and Combined Statements of Cash Flows

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands)

Year Ended December 31,

2022 2021 2020

Cash Flows from Financing Activities

7 unchanged sentences

Contributions from members prior to the Business Combination — — 9,264

Withholding taxes on vested RSUs ( 2,420 ) — —

Dividends paid on Class A Shares ( 182,550 ) ( 47,076 ) —

Proceeds from exercise of warrants 151 — —

Class A Share repurchases ( 78,789 ) — —

Distributions to members prior to the Business Combination — ( 103,144 ) ( 78,054 )

1 unchanged sentence

Distributions to noncontrolling interests ( 425,164 ) ( 135,244 ) —

Net Cash Provided by (Used in) Financing Activities 1,348,151 ( 295 ) ( 43,007 )

Net Increase (Decrease) in Cash and Cash Equivalents 30,937 4,287 ( 116 )

Net Cash (Used in) Provided by Financing Activities ( 217,717 ) 1,348,151 ( 295 )

Net Increase in Cash and Cash Equivalents 25,512 30,937 4,287

Cash and cash equivalents, beginning of period 42,567 11,630 7,343

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

3 unchanged sentences

Therefore, the predecessor to Blue Owl is “Owl Rock,” a combined carve-out of Owl Rock Capital Group LLC and Blue Owl Securities LLC (formerly, Owl Rock Capital Securities LLC) (“Securities”).

See Note 3 for additional information.

Oak Street Acquisition

On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC (“Oak Street”) and its advisory business (the “Oak Street Acquisition,” and together with the Dyal Acquisition, the “Acquisitions”).

On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC (“Oak Street”) and its advisory business (the “Oak Street Acquisition”).

Wellfleet Acquisition

On April 1, 2022, the Company completed its acquisition of Wellfleet Credit Partners, LLC (“Wellfleet”), a manager of collateralized loan obligations (“CLOs”) (the “Wellfleet Acquisition,” and collectively with the Oak Street Acquisition and the Dyal Acquisition, the “Acquisitions”).

See Note 3 for additional information.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Registrant’s Capital Structure

In 2021, the Registrant had the following instruments outstanding:

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of December 31, 2022:

December 31, 2022

Class A Shares 445,131,351

Class C Shares 629,402,505

Class D Shares 319,132,127

RSUs 26,321,218

Private Placement Warrants 5,000,000

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

Class A Shareholders are entitled to one vote per share on all matters submitted to a vote of shareholders.

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

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

As of December 31, 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 a number of votes per share that when combined with Class D Shares, equal 90 % of the total voting power of all shares.

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

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

As of December 31, 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 December 31, 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.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

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

Class C Shareholders are entitled to one vote per share on matters submitted to a vote of shareholders.

Class C Shareholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct and indirect holdings of Common Units and Incentive Units (as defined below and subject to limitations on unvested units).

For every Common Unit and Incentive Unit held directly or indirectly by non-Principals, one Class C Share is issued to grant a corresponding voting interest in the Registrant.

Class C Stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct and indirect holdings of Common Units and Incentive Units (as defined below and subject to limitations on unvested units).

For every Common Unit held directly or indirectly by non-Principals, one Class C Share is issued to grant a corresponding voting interest in the Registrant.

The Class C Shares are Low-Vote Shares as described above.

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

Class D Shareholders are entitled to a number of votes per share that when combined with Class B Shares, equal 90 % of the total voting power of all shares.

Class D Shareholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct or indirect holdings of Common Units and Incentive Units (subject to limitations on unvested units).

For every Common Unit and Incentive Unit held directly and indirectly by Principals, one Class D Share is issued to grant a corresponding voting interest in the Registrant.

Class D Stockholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct or indirect holdings of Common Units and Incentive Units (subject to limitations on unvested units).

For every Common Unit held directly and indirectly by Principals, one Class D Share is issued to grant a corresponding voting interest in the Registrant.

The Class D Shares are High-Vote Shares as described above.

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

Class E Shares were issued in connection with the Business Combination.

As of December 31, 2021, there were no Class E Shares remaining outstanding, as such shares were converted into Class A Shares upon their respective “Class E Triggering Events” as discussed below.

Class E Shareholders were no t entitled to a vote.

Class E Shares accrued dividends equal to amounts declared per Class A Share, which amounts were paid upon their respective Class E Triggering Event dates.

Class E Shares and Seller Earnout Units (as defined below) are collectively referred to as “Earnout Securities.”

Class E Stockholders were not entitled to a vote.

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

however, such distributions were not paid until the Company’s Class A Shares reached certain price levels (“Class E Triggering Events”).

Class E Shares and Seller Earnout Units (defined below) are collectively referred to as “Earnout Securities.”

In connection with the Business Combination, the Company issued two series of Class E Shares:

3 unchanged sentences

The Series E-2 Class E Shares had a Class E Triggering Event on November 3, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares.

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

RSUs —The Company grants Class A restricted share units (“RSUs”) to its employees and independent Board members.

4 unchanged sentences

See Note 8 for additional information.

• 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.

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of December 31, 2021:

December 31, 2021

Class A Shares 404,919,411

Class C Shares 674,766,200

Class D Shares 319,132,127

RSUs 21,059,443

Warrants 14,159,248

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

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.

Blue Owl Operating Partnerships’ Capital Structure

In 2021, the Blue Owl Operating Partnerships had outstanding the following instruments, which are collectively referred to as “Blue Owl Operating Group Units”:

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of December 31, 2022, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units December 31, 2022

GP Units 445,131,351

Common Units 948,534,632

Incentive Units 30,758,901

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

The GP Units are limited partner interests in the Blue Owl Operating Partnerships that represent the Registrant’s economic ownership in the Blue Owl Operating Group.

The GP Units are general partner interests in the Blue Owl Operating Partnerships that represent the Registrant’s economic ownership in the Blue Owl Operating Group.

For each Class A Share and Class B Share outstanding, the Registrant indirectly holds an equal number of GP Units.

3 unchanged sentences

Subject to certain restrictions, Common Units are exchangeable on a one -for-one basis for either Class A Shares (if held by a non-Principal) or Class B Shares (if held by a Principal).

Common Unit exchanges may be settled in cash, only at the election of the Company’s Exchange Committee (currently composed of independent members of the Board), and only if funded from proceeds of a new permanent equity offering.

Common Unit exchanges may be settled in cash at the election of the Company’s Exchange Committee (currently composed of independent members of the Board), and only if funded from proceeds of a new permanent equity offering.

Common Units held by Principals are exchangeable after the two-year anniversary of the Business Combination Date.

12 unchanged sentences

For recipients that elected to receive Class E Shares, a corresponding number of Seller Earnout Units were indirectly held by the Registrant.

As of December 31, 2021, there were no Seller Earnout Units remaining outstanding.

Upon meeting the respective Class E Triggering Events, Seller Earnout Units not held directly or indirectly by the Registrant automatically became Common Units, whereas the Seller Earnout Units held directly or indirectly by the Registrant automatically became GP Units.

Blue Owl Capital Inc.

5 unchanged sentences

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).

• Oak Street Earnout Units —In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash (“Oak Street Cash Earnout”) and Common Units (“Oak Street Earnout Units” and collectively with the Oak Street Cash Earnout, the “Oak Street Earnouts”) in two tranches upon the occurrence of certain “Oak Street Triggering Events.” The Oak Street Triggering Events are based on achieving a certain level of quarterly management fee revenues from existing and future Oak Street products.

See Note 3 for additional information.

The following table presents the number of Blue Owl Operating Group Units that were outstanding as of December 31, 2021:

As a result, there are no longer any Class E Shares issued or outstanding subsequent to November 3, 2021.

Share Repurchases, RSUs Withheld for Tax Withholding and Warrants Redeemed

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:

Year Ended December 31,

2022 2021 2020

Number of shares purchased pursuant to the Programs 7,637,877 — —

Number of RSUs withheld to satisfy tax withholding obligations 194,355 — —

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

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 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, 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 year ended December 31, 2022 were $ 0.2 million.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Acquisitions-Related Earnouts

Units December 31, 2022

GP Units 404,919,411

Common Units 993,898,327

Incentive Units 23,244,373

Oak Street Earnout Units 26,074,330

Share Repurchase Program

On May 19, 2021, Blue Owl’s Board authorized the repurchase of up to $ 100.0 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.

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

The repurchase program may be changed, suspended or discontinued at any time and will terminate upon the earlier of May 19, 2022 and the purchase of all shares available under the repurchase program.

As of December 31, 2021, the Company had no t repurchased any of its Class A Shares.

Wellfleet Earnout Shares 940,668

In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash (“Oak Street Cash Earnout”) and Common Units (“Oak Street Earnout Units” and collectively with the Oak Street Cash Earnout, the “Oak Street Earnouts”) in two tranches upon the occurrence of certain “Oak Street Triggering Events.” The Oak Street Triggering Events are based on achieving a certain level of quarterly management fee revenues from existing and future Oak Street products.

See Note 3 for additional information.

In connection with the Wellfleet Acquisition, the Company agreed to make additional payments of cash (“Wellfleet Earnout Cash”) and Class A Shares (“Wellfleet Earnout Shares” and collectively with the Wellfleet Earnout Cash, the “Wellfleet Earnouts”) to the sellers in three tranches at each anniversary following the closing of the transaction for three years , contingent upon the continued employment of certain Wellfleet employees (“Wellfleet Triggering Events”).

See Note 3 for additional information.

Common Unit Exchanges

During the fourth quarter of 2021, the Company exchanged 40,222,143 Common Units and Class C Shares for an equal number of Class A Shares.

As a result of the exchange, the Company reallocated equity from noncontrolling interests to the Company’s additional paid-in capital and recorded additional net deferred tax assets and TRA liability in connection with the exchanges.

See the consolidated and combined statement of shareholders’ equity and Note 10 for additional information, including the amounts related to these adjustments.

From time to time, the Company exchanges Common Units and Class C Shares for an equal number of Class A Shares.

As a result of these exchanges, the Company reallocates equity from noncontrolling interests to the Company’s additional paid-in capital and records additional deferred tax assets and TRA liability in connection with the exchanges.

See the consolidated and combined statement of stockholders’ equity for these amounts.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated and combined financial statements are prepared in accordance with U.S.

These consolidated and combined financial statements (“Financial Statements”) are prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

All intercompany transactions and balances have been eliminated in consolidation and combination.

The notes are an integral part of the Company’s consolidated and combined financial statements.

In the opinion of management, all adjustments necessary for a fair presentation of the Company’s consolidated and combined financial statements have been included and are of a normal and recurring nature.

The notes are an integral part of the Company’s Financial Statements.

In the opinion of management, all adjustments necessary for a fair presentation of the Company’s Financial Statements have been included and are of a normal and recurring nature.

The Company’s comprehensive income (loss) is comprised solely of consolidated and combined net income (i.e., the Company has no other comprehensive income).

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

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

4 unchanged sentences

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.

See Note 3 for additional information regarding the Acquisitions.

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.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the consolidated and combined financial statements.

The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the Financial Statements.

The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period;

(ii) the fair value of equity-based compensation grants;

(iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration), warrants and earnout liability;

(iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration), warrants and earnout liabilities;

(iv) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets;

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Inherent in such estimates and judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations.

While management believes that the estimates utilized in preparing the consolidated and combined financial statements are reasonable and prudent, actual results could differ materially from those estimates.

While management believes that the estimates utilized in preparing the Financial Statements are reasonable and prudent, actual results could differ materially from those estimates.

Principles of Consolidation

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The Company is the primary beneficiary if it holds a controlling financial interest, which is defined as having (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE.

The Company 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 of an entity or the right to receive benefits from an entity that could potentially be significant 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 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.

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.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

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.

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(1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties’ equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity and (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and therefore would be deemed the primary beneficiary.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

For entities that are not VIEs, the Company evaluates such entities (“VOEs”) under the voting interest model.

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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 December 31, 2021 and 2020, 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 are primarily comprised of investments for which 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.

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.

Certain 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.

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

For certain debt and equity investments in the Company’s products, as well as corporate bonds, 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.

Investments for which the Company has not elected the fair value option are primarily comprised of equity-method investments in its products.

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

See Note 9 for additional information.

Right-of-use assets and liabilities related to operating leases are included within operating lease assets and operating lease liabilities, respectively, in the Company’s consolidated and combined statements of financial condition.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , as amended, on January 1, 2021 (“ASC 842”).

The Company adopted Accounting Standards Update 2016-02, Leases (Topic 842), as amended , on January 1, 2021 (“ASC 842”).

The Company did not restate prior periods and there were no adjustments to retained earnings upon adoption of ASC 842.

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Right-of-use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Right-of-use lease assets represent the Company’s right to use a leased asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

The present value of lease payments includes expected tenant improvement allowances.

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

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.

The determination of an appropriate incremental borrowing rate requires judgment.

The Company determines its incremental borrowing rate based on data for instruments with similar characteristics, including recently issued debt, as well as other factors.

The operating lease assets include any lease payments made and lease incentives.

The Company determines its incremental borrowing rate based on data for instruments with similar characteristics, including recently issued debt, and makes adjustments for duration and collateralization features, as well as other factors.

Lease terms include options to extend or terminate when it is reasonably certain that the Company will exercise that option.

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The Company does not have any material finance leases.

See Note 5 for additional information.

Strategic Revenue-Share Purchase Consideration

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Intangible Assets, Net and Goodwill

The Company recognized certain finite-lived intangible assets and goodwill as a result of the Acquisitions.

The Company recognized finite-lived intangible assets and goodwill as a result of the Acquisitions.

The Company’s finite-lived intangible assets consist of contractual rights to earn future management fees from the acquired investment management agreements and value associated with the acquired client relationships and trademarks.

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

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.

See Note 3 for additional information.

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

Examples of critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash inflows and outflows, expected useful life and discount rates.

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Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.

The Company tests finite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable.

The Company evaluates impairment by comparing the estimated fair value attributable to the intangible asset with its carrying amount.

The Company tests finite-lived intangible assets for impairment if events occur or circumstances change indicating that the carrying amount of an intangible asset may not be recoverable.

If an impairment exists, the Company adjusts the carrying value to equal the fair value by taking a charge through earnings.

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

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

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No impairments have been recognized to-date on the Company’s goodwill.

See Note 3 for additional information.

Fixed assets are recorded at cost, less accumulated depreciation and amortization, and are included within other assets, net in the Company’s consolidated and combined statements of financial condition.

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 .

Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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 years to seven years .

The Company tests fixed assets for impairment if events or circumstances change indicating that the carrying amount of a fixed asset may not be recoverable.

Debt Obligations, Net

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Unamortized debt issuance costs, discounts and premiums are written off to net losses on retirement of debt in the consolidated and combined statements of operations when the Company prepays borrowings prior to maturity.

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

Debt issuance costs associated with revolving credit facilities are presented 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.

TRA Liability

The tax receivable agreement (“TRA”) liability represents amounts payable to certain pre-Business Combination equity holders of Owl Rock and Dyal Capital.

The portion of the TRA liability related to the Dyal Acquisition is deemed contingent consideration payable to the previous owners of Dyal Capital, and therefore is carried at fair value, with changes in fair value reported within other loss in the consolidated and combined statements of operations.

The portion of the TRA liability related to the Dyal Acquisition is deemed contingent consideration payable to the previous owners of Dyal Capital, and therefore is carried at fair value, with changes in fair value reported within other income (loss) in the consolidated and combined statements of operations.

The remaining portion of the TRA is carried at a value equal to the expected future payments due under the TRA.

The Company recorded its initial estimate of future payments under the TRA portion that was not related to the Dyal Acquisition as a decrease to additional paid-in capital in the consolidated and combined statements of financial condition.

The Company recorded its initial estimate of future payments under the TRA portion that is not related to the Dyal Acquisition, including as a result of exchanges of Common Units for Class A or B Shares, as a decrease to additional paid-in capital in the consolidated and combined statements of financial condition.

Subsequent adjustments to the liability for future payments under the tax receivable agreement related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the consolidated and combined statements of operations.

See Note 11 for additional information.

Warrant Liability

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 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.

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.

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 income (loss) in the Company’s consolidated and combined statements of operations.

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

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.

Earnout Liability

Earnout liability is comprised of the Oak Street Cash Earnout (as defined in Note 3) and prior to the Class E Triggering Events, included the Earnout Securities.

The Oak Street Cash Earnout represents contingent consideration on the Oak Street Acquisition and is recorded at fair value until the contingency has been resolved, with changes in fair value included within change in earnout liability in the Company’s consolidated and combined statements of operations.

Earnout Securities issued in connection with the Dyal Acquisition to the former owners of Dyal Capital who are not part of the continuing management team were treated as contingent consideration and not considered indexed to the Company’s equity.

Similarly, Earnout Securities issued to certain former owners of Owl Rock were not considered indexed to the Company’s equity.

These Earnout Securities were accounted for as liabilities carried at fair value, with changes in fair value included within change in earnout liability in the Company’s consolidated and combined statements of operations.

Earnout Securities issued to certain employees in connection with the Business Combination were treated as compensation for post-combination employment services and accounted for as equity-based compensation.

As a result of the Class E Triggering Events, the Earnout Securities were settled in 2021.

Earnout Liability, at Fair Value

As of December 31, 2022 and 2021, the earnout liability is comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts (collectively, the “Earnouts”).

The Earnouts represent contingent consideration on the Oak Street and Wellfleet Acquisitions and are recorded at fair value until the contingencies have been resolved, with changes in fair value included within change in earnout liability in the Company’s consolidated and combined statements of operations.

Once recognized, earnout liabilities are not derecognized until the contingencies are resolved and the consideration is paid or becomes payable.

Earnout liabilities may expire and upon expiration, the consideration would not be paid or payable.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Prior to the Class E Triggering Events in 2021, the earnout liability also included amounts related to the Earnout Securities.

Noncontrolling Interests

Noncontrolling interests are primarily comprised of Common Units, which are interests in the Blue Owl Operating Group not held by the Company.

Noncontrolling interest also included Seller Earnout Units not held by the Company until such interests were settled upon the satisfaction of the Class E Triggering Events.

Allocations to noncontrolling interests in the consolidated and combined statements of operations are based on the substantive profit-sharing arrangements in the operating agreements of the Blue Owl Operating Partnerships.

The Company does not record income or loss allocations to noncontrolling interests to the extent that such allocations would be provisional in nature, such as for unvested Incentive Units and Seller Earnout Units (other than certain minimum tax distributions).

The Company does not record income or loss allocations to noncontrolling interests to the extent that such allocations would be provisional in nature, such as for unvested Incentive Units (other than certain minimum tax distributions) or Seller Earnout Units prior to achieving their respective Class E Triggering Events.

Provisional allocations to these interests would be subject to reversal in the event the unvested Incentive Units are forfeited or if the Seller Earnout Units would not have achieved their Class E Triggering Events.

Certain consolidated holding companies for investment advisor subsidiaries of the Blue Owl Operating Group are partially owned by third-party investors.

Certain consolidated holding companies for investment adviser subsidiaries of the Blue Owl Operating Group are partially owned by third-party investors.

Such interests are also presented as noncontrolling interests.

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Revenues cannot be recognized until the performance obligations are satisfied and control is transferred to the customer.

In the event that payments made to the Company’s customers or customers-of-customers, such as certain revenue sharing arrangements, are generally viewed as a reduction of the transaction price and therefore reduce management fees from such customers.

See Note 6 for additional information.

Management Fees, Net

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Payment terms and fee rates of management fees vary by product but are generally collected on a quarterly basis and are not subject to clawback.

Management fees for the Company’s business development company (“BDC”) products are typically based on a percentage of average fair value of gross assets excluding cash.

Management fees for the Company’s business development company (“BDC”) products are typically based on a percentage of average fair value of gross assets excluding cash or net asset value.

For certain BDCs, the management fee base may also include uncalled capital commitments.

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

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.

Such Part I Fees are classified as management fees in the consolidated and combined statements of operations as they are predictable and recurring in nature, not subject to repayment and cash-settled each quarter.

Management fees for the Company’s CLOs are generally based on the outstanding par value of the underlying collateral and recognized over time as the services are rendered.

Management fees for the Company’s GP minority equity investments strategy are generally based on a percentage of capital committed during the investment period, and thereafter generally based on the cost of unrealized investments.

For the other GP Capital Solutions strategies, management fees are generally determined based on a percentage of investment cost.

Because management fees, including Part I Fees, are generally cash settled every quarter, the uncertainty underlying these fees are resolved each quarter.

Management fees for the Company’s net lease strategy are generally based on either a percentage of capital committed and/or called during the investment period, and thereafter generally based on the total cost of unrealized investments, or net asset value.

Management fees, including Part I Fees, are generally cash settled every quarter and not subject to repayment, and therefore uncertainty underlying these fees are resolved each quarter.

As such, on a quarterly basis, a subsequent significant reversal in relation to the cumulative revenue recognized is not probable for the quarter in arrears.

As discussed above, amortization of the Strategic Revenue-Share Purchase consideration is recorded as a reduction of management fees, net in the Company’s consolidated and combined statements of operations.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Administrative, Transaction and Other Fees

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Dealer manager revenue is recorded on an accrual basis at the point in time when the services are completed, as there is no ongoing performance requirement.

A portion of dealer manager revenues represent commissions that are reallowed to third party broker-dealers.

The Company reports these reallowed commission payments to third parties within general, administrative and other expenses (i.e., on a gross basis) in the consolidated and combined statements of operations.

Realized Performance Income

The Company is entitled to receive certain realized performance income in the form of realized performance income and carried interest from the products that it manages.

The Company is entitled to receive certain realized performance income in the form of realized performance fees and carried interest from the products that it manages.

Realized performance income is based on the investment performance generated over time, subject to the achievement of minimum return levels in certain products.

Realized performance income from the Company’s BDCs and certain products within the GP debt financing strategy (“Part II Fees”) are realized at the end of a measurement period, typically quarterly or annually.

Realized performance income from the Company’s BDCs and certain other products are realized at the end of a measurement period, typically quarterly or annually.

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

For certain non-BDC Direct Lending products and substantially all of the GP Capital Solutions 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.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

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.

The Company recognizes carried interest only to the extent that it is not probable that a significant reversal will occur for amounts recognized.

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however, the Company is able to catch-up amounts subject to the preferred return in certain cases.

Substantially all of the carried interest generated by the Company’s products is allocable to investors, including certain related parties, in vehicles in which the Company does not have a controlling financial interest, and therefore is not included in the Company’s consolidated and combined financial statements.

Compensation and Benefits

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When certain settlement features require an award to be liability-classified, compensation expense is recognized over the service period, and such amount is adjusted at each balance sheet date through the settlement date to the then current fair value of such award.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Company accounts for forfeitures on equity-based compensation arrangements as they occur.

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.

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

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.

Foreign Currency

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Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within general, administrative and other expenses.

Prior to the Business Combination, the Company’s earnings were subject to New York City unincorporated business tax (“UBT”), as well as certain U.S.

federal and foreign taxes.

Subsequent to the Business Combination, substantially all of the earnings of the Blue Owl Operating Group remain subject to New York City UBT and additionally, the portion of earnings allocable to the Registrant is subject to corporate tax rates at the U.S.

Substantially all of the earnings of the Blue Owl Operating Group are subject to New York City and Connecticut unincorporated business tax (“UBT”) and additionally, the portion of earnings allocable to the Registrant is subject to corporate tax rates at the U.S.

federal and state and local levels.

Therefore, the amount of income taxes recorded prior to the Business Combination is not representative of the expenses expected in the future.

Deferred income tax assets and liabilities resulting from temporary differences between the GAAP and tax bases of assets and liabilities are measured at the balance sheet date using enacted income tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse.

The Company offsets deferred income tax assets and liabilities for presentation in its consolidated and combined statements of financial condition when such assets and liabilities are within the same taxpayer and related to the same taxing jurisdiction.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryback or carryforward periods under the enacted tax law in the applicable tax jurisdiction.

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The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination.

If the Company were to recognize an uncertain tax position, the Company would accrue interest and penalties related to uncertain tax positions as a component of the income tax provision in the consolidated and combined statements of operations.

The Company accrues any interest and penalties related to uncertain tax positions as a component of the income tax provision in the consolidated and combined statements of operations.

See Note 10 for additional information.

New Accounting Pronouncements

The Company considers the applicability and impact of all ASUs issued by the FASB.

None of the ASUs that have been issued but not yet adopted are expected to have a material impact on the Company’s consolidated and combined financial statements.

None of the ASUs that have been issued but not yet adopted are expected to have a material impact on the Company’s Financial Statements.

Blue Owl Capital Inc.

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Net Identifiable Assets Acquired $ 2,043,827

(1) Represents share consideration issued to the Dyal Capital selling shareholders based on the fair value of the acquired business, reflecting a discount for lack of control.

(1) Represents share consideration issued to the Dyal Capital selling stockholders based on the fair value of the acquired business, reflecting a discount for lack of control.

(2) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses.

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None of the goodwill recognized is expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

During the third quarter of 2021, goodwill was adjusted due to a corresponding change in the investor relationship intangible assets.

The acquired investment management agreements, investor relationships and trademarks had a weighted-average amortization period from the date of acquisition of 14.3 years, 10.0 years and 7.0 years, respectively.

In addition, the Company granted Common Units and Earnout Securities that were treated as equity-based compensation, rather than additional consideration on the acquisition, in connection with the Business Combination.

The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 14.3 years, 10.0 years and 7.0 years, respectively.

In addition, the Company granted Common Units and Earnout Securities that were treated as equity-based compensation in connection with the Business Combination, rather than additional consideration on the acquisition.

See Note 8 for additional information on these grants.

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

We incurred $ 166.7 million of acquisition-related costs, of which $ 40.4 million was expensed and included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations and the remaining $ 126.3 million was eligible to be netted against consideration.

During the year ended December, 31, 2021, the Company incurred $ 166.7 million of acquisition-related costs, of which $ 40.4 million was expensed and included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations and the remaining $ 126.3 million was netted against consideration.

Oak Street Acquisition

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Net Identifiable Assets Acquired $ 514,660

(1) Represents Common Units issued to Oak Street selling shareholders, reflecting a discount for lack of marketability.

(1) Represents Common Units issued to Oak Street selling stockholders, reflecting a discount for lack of marketability.

(2) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses.

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(4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

Approximately $ 540.0 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

Approximately $ 540.0 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating

Blue Owl Capital Inc.

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Notes to Consolidated and Combined Financial Statements

The acquired investment management agreements, investor relationships and trademarks had a weighted-average amortization period from the date of acquisition of 11.6 years, 13.0 years and 7.0 years, respectively.

Partnerships for tax purposes.

During the year ended December 31, 2022, the provisional amount for working capital was adjusted during the measurement period resulting in a $ 1.1 million increase to the carrying amount of goodwill.

The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 11.6 years, 13.0 years and 7.0 years, respectively.

For the year ended December 31, 2021, Oak Street’s results were not material to the Company’s consolidated results, as the transaction closed on December 29, 2021.

We incurred $ 5.8 million of acquisition-related costs, which amount was included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

For the year ended December 31, 2021, we incurred $ 5.8 million of acquisition-related costs, which amount was included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

Oak Street Earnouts

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The Oak Street Triggering Events are subject to meeting a minimum level of quarterly management fees from Oak Street products and the triggering event for the second tranche may not occur in the same quarter as the first tranche.

In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout.

Oak Street Cash Earnout payable to a non-employee seller has been classified as contingent consideration on the Oak Street Acquisition, whereas Oak Street Earnouts payable to sellers that are subject to ongoing employment arrangements with the Company have been classified as compensation and are being amortized over the service period.

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Total $ 255,967 26,074,330

Pro Forma Financial Information

Unaudited pro forma revenues were $ 997.4 million and $ 591.2 million for the years ended December 31, 2021 and 2020, respectively.

Unaudited pro forma net income (loss) allocated to Class A Shareholders was $( 157.0 ) million and $( 26.0 ) million for the years ended December 31, 2021 and 2020, respectively.

This pro forma financial information was computed by combining the historical financial information of the predecessor Owl Rock and acquired Dyal Capital and Oak Street businesses as though the acquisitions were consummated on January 1, 2020, assuming a consistent ownership structure, effective tax rate and amortization of the fair value of acquired assets as of each acquisition date.

The pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of January 1, 2020.

Repurchase of Noncontrolling Interests

In November 2021, the Company repurchased the noncontrolling interests outstanding for a consolidated holding company of one of its investment advisors.

Total cash consideration of $ 297.1 million was paid using cash on hand.

The excess of cash consideration over the book value acquired was recorded as an adjustment to the Company’s additional paid-in capital in the consolidated and combined statement of shareholders’ equity.

Blue Owl Capital Inc.

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Notes to Consolidated and Combined Financial Statements

Wellfleet Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill related to the Wellfleet Acquisition:

(dollars in thousands)

Consideration

Cash consideration (1)

Earnout consideration (2)

Total Consideration $ 128,023

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Intangible assets:

Investment management agreements $ 39,120

Investor relationships 10,700

Trademarks 1,100

Total intangible assets 50,920

Due from related parties 5,272

Net Identifiable Assets Acquired $ 56,192

(1) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses.

(2) Represents the fair value of the portion of the Wellfleet Earnouts determined to be contingent consideration, as further discussed below.

See Note 9 for additional information on the valuation of the portion of the contingent consideration that is liability classified.

(3) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

Approximately $ 111.5 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 4.7 years, 8.5 years and 7.0 years, respectively.

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

For the year ended December 31, 2022, the Company’s consolidated results included $ 19.4 million 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.

The Company incurred $ 3.7 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Wellfleet Earnouts

The table below summarizes the Wellfleet Earnouts and their respective Wellfleet Triggering Events.

The Wellfleet Earnouts payable to non-employee sellers have been classified as contingent consideration on the Wellfleet Acquisition;

whereas, the Wellfleet Earnouts payable to individuals that are subject to ongoing employment arrangements with the Company have been classified as compensation and are being amortized over the service period.

See Note 8 for additional information on the compensation-classified Wellfleet Earnout Shares.

(dollars in thousands)

Wellfleet Earnouts Trigger Date Cash # of Shares

Contingent consideration:

First Wellfleet Earnout 4/1/2023 $ 5,000 26,131

Second Wellfleet Earnout 4/1/2024 5,000 26,131

Third Wellfleet Earnout 4/1/2025 5,000 26,131

Compensation:

First Wellfleet Earnout 4/1/2023 287,425

Second Wellfleet Earnout 4/1/2024 287,425

Third Wellfleet Earnout 4/1/2025 287,425

Total $ 15,000 940,668

Intangible Assets, Net

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

(dollars in thousands)

December 31, 2021 Useful Life

(dollars in thousands) December 31,

2022 December 31,

2021 Useful Life

(in years) Remaining Weighted-Average Amortization Period as of December 31, 2022

Intangible assets, gross:

Investment management agreements $ 2,222,320 $ 2,183,200 0.1 - 20.0 12.6 years

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Trademarks 94,400 93,300 7.0 - 7.0 5.6 years

Total Intangible Assets 2,725,300

Total intangible assets, gross 2,776,220 2,725,300

Accumulated amortization:

Investment management agreements ( 290,816 ) ( 89,961 )

Investor relationships ( 60,630 ) ( 18,033 )

Trademarks ( 19,352 ) ( 5,895 )

Total accumulated amortization ( 370,798 ) ( 113,889 )

Total Intangible Assets, Net $ 2,405,422 $ 2,611,411

As of December 31, 2021, future amortization of finite-lived intangible assets is estimated to be:

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The following table presents expected future amortization of finite-lived intangible assets as of December 31, 2022:

(dollars in thousands)

3 unchanged sentences

Total $ 2,405,422

Pro Forma Financial Information

Unaudited pro forma revenues were $ 1.4 billion, $ 1.0 billion and $ 591.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Unaudited pro forma net loss allocated to Class A Stockholders was $( 9.5 ) million, $( 198.2 ) million and $( 26.0 ) million for the years ended December 31, 2022, 2021 and 2020, 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.

The proforma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above.

DEBT OBLIGATIONS, NET

The table below summarizes outstanding debt obligations of the Company:

(dollars in thousands)

The following tables summarize outstanding debt obligations of the Company:

December 31, 2022

(dollars in thousands) Maturity

Amount Available

Net Carrying Value

Average Interest

2031 Notes 6/10/2031 $ 700,000 $ 700,000 $ — $ 685,474

2032 Notes 2/15/2032 400,000 400,000 — 391,819

2051 Notes 10/7/2051 350,000 350,000 — 337,478

Revolving Credit Facility 6/15/2027 1,115,000 210,000 899,876 210,000

Total $ 2,565,000 $ 1,660,000 $ 899,876 $ 1,624,771

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2021

(dollars in thousands) Maturity

Amount Available

Net Carrying Value

Average Interest

Prior Revolving Credit Facility #1 2/28/2022 $ 105,000 $ 92,895 $ 10,377 $ 92,522 4.35 %

Prior Revolving Credit Facility #2 8/20/2021 22,000 17,365 4,635 17,303 4.40 %

Term Loan 10/25/2029 250,000 250,000 — 246,561 7.86 %

2031 Notes 6/10/2031 $ 700,000 $ 700,000 $ — $ 684,154

2051 Notes 10/7/2051 350,000 350,000 — 337,013

Revolving Credit Facility 12/7/2024 640,000 153,000 487,000 153,000

Total $ 1,690,000 $ 1,203,000 $ 487,000 $ 1,174,167

Amounts available for the Company’s revolving credit facilities as presented in the tables above are reduced by outstanding letters of credit related to certain leases.

Average interest rates exclude the impact of deferred financing costs and undrawn commitment fees.

Amounts available for the Company’s Revolving Credit Facility presented in the tables above are reduced by outstanding letters of credit related to certain leases.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

On June 10, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 700.0 million aggregate principal amount of 3.125 % Senior Notes due 2031 (the “2031 Notes”).

The 2031 Notes bear interest at a rate of 3.125 % per annum and mature on June 10, 2031.

The 2031 Notes bear interest at a fixed rate of 3.125 % per annum and mature on June 10, 2031.

Interest on the 2031 Notes is payable semi-annually in arrears on June 10 and December 10 of each year.

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The 2031 Notes also provide for customary events of default and acceleration.

On February 15, 2022, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 400.0 million aggregate principal amount of 4.375 % Senior Notes due 2032 (the “2032 Notes”).

The 2032 Notes bear interest at a fixed rate of 4.375 % per annum and mature on February 15, 2032.

Interest on the 2032 Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2022.

The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

All or a portion of the 2032 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price;

provided, however, that if the Company redeems any amounts on or after November 15, 2031, the redemption price for the 2032 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest.

If a change of control repurchase event occurs, the 2032 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest.

The 2032 Notes also provide for customary events of default and acceleration.

On October 7, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 350.0 million aggregate principal amount of 4.125 % Senior Notes due 2051 (the “2051 Notes”).

The 2051 Notes bear interest at a rate of 4.125 % per annum and mature on October 7, 2051.

The 2051 Notes bear interest at a fixed rate of 4.125 % per annum and mature on October 7, 2051.

Interest on the 2051 Notes is payable semi-annually in arrears on April 7 and October 7 of each year, commencing April 7, 2022.

5 unchanged sentences

The 2051 Notes also provide for customary events of default and acceleration.

The 2031 Notes and the 2051 Notes are collectively referred to as the “Notes.”

The 2031 Notes, 2032 Notes and 2051 Notes are collectively referred to as the “Notes.”

Blue Owl Capital Inc.

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Revolving Credit Facility

On December 7, 2021, the Company entered into a new credit facility (“Revolving Credit Facility”), which was supplemented on December 23, 2021, and provides the Company with up to $ 640.0 million of borrowing capacity and replaced the Company’s previously existing revolving credit facility.

The Revolving Credit Facility matures on December 7, 2024.

In February 2022, the Company increased the capacity of its Revolving Credit Facility to $ 715.0 million.

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

Borrowings under the Revolving Credit Facility bear interest at a rate per annum of (a) adjusted-term secured overnight financing rate (“SOFR”) plus a margin of 1.25 % to 1.875 %, or (b) the greater of (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % and (iii) adjusted-term SOFR plus 1 %, plus a margin of 0.25 % to 0.875 %.

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.

Borrowings under the Revolving Credit Facility bear interest at the Company’s discretion at a rate per annum of adjusted-term secured overnight financing rate (“SOFR”) plus a margin of 1.25 % to 1.875 %, or (b) the greater of (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % and (iii) adjusted-term SOFR plus 1 %, plus a margin of 0.25 % to 0.875 %.

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 rates for borrowings made under the Company’s Revolving Credit Facility and prior revolving credit facilities were 5.10 % and 2.57 % for the years ended December 31, 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).

Prior Revolving Credit Facilities

All prior revolving credit facilities were repaid and terminated prior to December 31, 2021.

The Company recognized net losses on early retirement of debt in the amount of $ 1.5 million during the year ended December 31, 2021, as a result of the write-off of deferred financing costs related to previously existing revolving credit facilities.

In June 2021, the Company prepaid the $ 250.0 million term loan agreement (the “Term Loan”) owed to a product managed by the Company with proceeds from the 2031 Notes.

This prepayment resulted in a net loss on the retirement of debt of $ 15.8 million, which was inclusive of call protection premium and write-off of deferred financing costs.

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 December 31, 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)

Lease Cost Year Ended December 31, 2021

however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised.

(dollars in thousands) Year Ended December 31,

Lease Cost 2022 2021

Operating lease cost $ 19,168 $ 7,930

1 unchanged sentence

Net Lease Cost $ 20,692 $ 8,216

Supplement Lease Cash Flow Information Year Ended December 31, 2021

(dollars in thousands) Year Ended December 31,

Supplemental Lease Cash Flow Information 2022 2021

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

Operating leases $ 156,778 $ 78,677

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Lease Term and Discount Rate December 31, 2021

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

Weighted-average remaining lease term:

Operating leases 10.2 years

Operating leases 13.0 years 10.2 years

Weighted-average discount rate:

Operating leases 4.0 % 3.1 %

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

(dollars in thousands)

Future Maturity of Operating Lease Payments Operating Leases

4 unchanged sentences

Total Lease Liabilities $ 239,844

(1) Presented net of $ 8.0 million of tenant improvement allowance and reflects the impact of a $ 4.8 million rent holiday period on certain leases.

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

The Company has future operating lease payments of approximately $ 84.5 million related to leases that have not commenced that were entered into as of December 31, 2022.

Such lease payments are not included in the table above or the Company’s consolidated and combined statements of financial condition as operating lease assets and operating lease liabilities.

These operating lease payments are anticipated to commence in the second half of 2024 and continue for approximately 15 years.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

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

6 unchanged sentences

Opportunistic lending 8,756 3,993 366

CLOs 19,440 — —

Management Fees, Net 639,975 433,630 194,906

10 unchanged sentences

Total GAAP Revenues - GP Capital Solutions Products 518,438 252,881 —

Real Estate Products

Net lease 80,179 — —

Management Fees, Net 80,179 — —

Administrative, transaction and other fees 6,906 — —

Realized performance income 12,221 — —

Total GAAP Revenues - Real Estate Products 99,306 — —

Total GAAP Revenues $ 1,369,722 $ 823,878 $ 249,815

22 unchanged sentences

The table below presents the changes in the Company’s Strategic Revenue-Share Purchase consideration.

The consideration paid, which includes $ 455.0 million paid in Class A Shares and the remainder 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.

(dollars in thousands) Strategic Revenue-Share Purchase Consideration

December 31, 2020 $ —

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.

Year Ended December 31,

(dollars in thousands) 2022 2021

Beginning Balance $ 495,322 $ —

Consideration paid — 505,214

Amortization ( 37,383 ) ( 9,892 )

December 31, 2021 $ 495,322

Ending Balance $ 457,939 $ 495,322

Blue Owl Capital Inc.

2 unchanged sentences

OTHER ASSETS, NET

(dollars in thousands) December 31, 2021 December 31, 2020

(dollars in thousands) December 31,

2022 December 31, 2021

Fixed assets, net:

4 unchanged sentences

Fixed assets, net 71,190 7,951

Investments (includes $ 1,311 and $ — at fair value and $ 8,522 and $ 5 of investments in the Company’s products)

Receivables 11,935 4,918

Prepaid expenses 6,099 8,496

Deferred transaction costs 347 8,255

Unamortized debt issuance costs on revolving credit facilities 6,328 3,678

Other assets 4,127 1,434

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EQUITY-BASED COMPENSATION

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

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 36,130,910 remain available as of December 31, 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.

In connection with the Business Combination, the Company granted Common Units and Seller Earnout Units, which grants were not made under the 2021 Equity Incentive Plan.

A portion of these Common Units and Seller Earnout Units were granted to certain pre-Business Combination owners that are also ongoing members of management.

As a result, these grants were accounted for as equity-based compensation and are included in the disclosures below.

In connection with the Oak Street Acquisition, the Company has agreed to contingently issue 26,074,330 Common Units upon achieving the Oak Street Triggering Events described in Note 3.

These Oak Street Earnout Units were granted to certain sellers that are subject to ongoing employment arrangements with the Company, and are therefore being accounted for as equity-based compensation grants subject to performance vesting conditions that are probable of occurring.

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.

As of December 31, 2021, no RSUs have been settled in cash or Class A Shares.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

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

Year Ended December 31,

(dollars in thousands) 2022 2021 2020

Included within compensation and benefits:

Common Units $ 1,121,139 $ — $ —

Seller Earnout Units 63,031 — —

Acquisition related

Common Units issued in connection with the Business Combination $ — $ 1,121,139 $ —

Seller Earnout Units issued in connection with the Business Combination — 63,031 —

Oak Street Earnout Units 245,987 — —

Wellfleet Earnout Shares 2,468 — —

Total acquisition related 248,455 1,184,170 —

Incentive Units 137,129 14,535 —

RSUs 35,248 6,631 —

Included within general, administrative and other expenses

Incentive Units 1,066 — —

Equity-Based Compensation Expense $ 420,832 $ 1,205,336 $ —

Corresponding tax benefit $ 588 $ 123 $ —

Fair value of RSUs settled in Class A Shares $ 4,096 $ — $ —

Fair value of RSUs withheld to satisfy tax withholding obligations $ 2,420 $ — $ —

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The table below presents activity related to the Company’s unvested equity-based compensation awards for the year ended December 31, 2022.

Common Units Seller Earnout Units Oak Street Earnout Units

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit

December 31, 2020 — $ — — $ — — $ —

Granted 132,808,673 9.00 11,608,004 5.43 26,074,330 12.53

Vested ( 132,808,673 ) 9.00 ( 11,608,004 ) 5.43 — —

Forfeited — — — — — —

December 31, 2021 — $ — — $ — 26,074,330 $ 12.53

Incentive Units RSUs

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit

Incentive Units RSUs Oak Street Earnout Units Wellfleet Earnout Shares

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Shares Weighted Average Grant Date Fair Value Per Share

December 31, 2021 23,080,845 $ 13.87 10,118,104 $ 13.84 26,074,330 $ 12.53 — $ —

Granted 7,641,586 9.93 6,363,189 10.43 — — 862,275 11.44

Modified from liability award — — 9,050,000 10.00

Vested ( 5,433,761 ) 10.30 ( 357,196 ) 14.17 — — — —

3 unchanged sentences

Immediately preceding the Business Combination, the forfeiture conditions of the Profit Interest Units were modified to eliminate any future service requirements and were replaced with Common Units on the Business Combination Date.

The Company recognized a one-time non-cash equity-based compensation expense of $ 1.1 billion related to the replacement award, which represents the fair value under GAAP of the replacement awards (excluding the portion attributable to the Profit Interest Units prior to the Business Combination, which was included as equity consideration in Note 3).

The fair value of the Common Units replacement award was based on the Company’s Class A Share price on the transaction date with the application of a 10 % discount for lack of marketability.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Company recognized a one-time non-cash equity-based compensation expense of $ 1.1 billion in 2021 related to the replacement awards, which represents the fair value under GAAP of the replacement awards (excluding the portion attributable to the Profit Interest Units prior to the Business Combination, which was included as equity consideration in Note 3).

The fair value of the Common Units replacement awards during 2021 was based on the Company’s Class A Share price on the transaction date with the application of a 10 % discount for lack of marketability.

The weighted-average grant date fair value of Common Units granted during the year ended December 31, 2021 was $ 9.00 .

Seller Earnout Units

The fair value of the Seller Earnout Units was determined using a Monte Carlo simulation valuation model, with the following assumptions:

The fair value of the Seller Earnout Units during 2021 was determined using a Monte Carlo simulation valuation model, with the following assumptions:

volatility of 22 %, discount for lack of marketability of 12 % and expected holding period of approximately 3 years.

The weighted-average grant date fair value of Seller Earnout Units granted during the year ended December 31, 2021 was $ 5.43 .

As a result of the Class E Triggering Events in 2021, the Company recognized all of the compensation expense related to the Seller Earnout Units and no unamortized expense remained as of December 31, 2021.

Oak Street Earnout Units

The fair value of the Oak Street Earnout Units was determined using a Monte Carlo simulation valuation model, with the following weighted average assumptions:

annualized revenue volatility of 38 %, revenue discount rate of 15 %, discount for lack of marketability of 13 % and expected holding period of approximately 2 years.

As of December 31, 2021, unamortized expense related to the Oak Street Earnout Units was $ 326.6 million, with a weighted average amortization period of 2 years.

Incentive Units

During the fourth quarter of 2021, the Company granted Incentive Units in connection with the closing of the Business Combination, as well as other compensation-related grants.

The Company also converted various previously existing deferred cash compensation awards, which resulted in the reclassification of $ 5.3 million of previously accrued compensation liability to equity on the conversion date.

The remaining fair value of the replacement awards will be expensed over the remaining service period.

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 an 11 % to 12 % discount for lack of marketability on certain Incentive Units that are subject to a one-year post-vesting transfer restriction.

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 discount ranging from 13 % - 18 % during 2022 and 11 % - 12 % during 2021 for lack of marketability on certain Incentive Units that are subject to a one-year post-vesting transfer restriction.

The weighted-average grant date fair value of Incentive Units granted during the year ended December 31, 2021 was $ 13.87 .

As of December 31, 2022, unamortized expense related to Incentive Units was $ 255.9 million, with a weighted-average amortization period of 3.7 years.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

RSUs Modified from Liability Award on Business Combination Date

5 unchanged sentences

Accordingly, the Company reclassified the existing liability to equity on the Business Combination Date.

Other RSU Grants

During the fourth quarter of 2021, the Company granted RSUs in connection with the closing of the Business Combination, as well as other compensation-related grants.

The Company also converted various previously existing deferred cash compensation awards, which resulted in the reclassification of $ 56.8 million of previously accrued compensation liability to equity on the conversion date.

The remaining fair value of the replacement awards will be expensed over the remaining service period.

The 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 the application of an 11 % to 12 % discount for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

The grant date fair value of other 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 discount ranging from 13 % - 14 % during 2022 and 11 % - 12 % during 2021 for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

The weighted-average grant date fair value of other RSUs granted during the year ended December 31, 2021 was $ 13.92 .

As of December 31, 2022, unamortized expense related to RSUs was $ 126.6 million, with a weighted-average amortization period of 3.0 years.

Oak Street Earnout Units

The grant date fair value of the Oak Street Earnout Units was determined using a Monte Carlo simulation valuation model, with the following weighted average assumptions:

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.

The weighted-average grant date fair value of Oak Street Earnout Units granted during the year ended December 31, 2021 was $ 12.53 .

As of December 31, 2022, unamortized expense related to the Oak Street Earnout Units was $ 80.6 million, with a weighted average amortization period of 1.0 year.

In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout.

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 December 31, 2022, unamortized expense related to the Wellfleet Ea rnout Shares was $ 7.4 million, with a weighted-average amortization period of 2.3 years .

INVESTMENTS AND FAIR VALUE DISCLOSURES

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

(dollars in thousands) December 31,

2022 December 31, 2021

Loans, at amortized cost (includes $ 252,225 and $ — of investments in the Company’s products, respectively)

$ 254,152 $ 2,310

Equity investments in the Company's products, equity method 46,157 8,522

Equity investments in the Company's products, at fair value

Investments in the Company's CLOs, at fair value 2,843 —

Corporate bonds, at fair value — 1,311

Total $ 317,231 $ 12,143

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements

As of December 31, 2021, unamortized expense related to RSUs was $ 104.1 million, with a weighted average amortization period of 3.7 years.

FAIR VALUE DISCLOSURES

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).

19 unchanged sentences

Notes to Consolidated and Combined Financial Statements

Fair Value Measurements Categorized within the Fair Value Hierarchy

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

The Company did not have any assets or liabilities measured at fair value on a recurring basis as of December 31, 2020.

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021:

December 31, 2022

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Investments, at Fair Value

Equity investments in the Company's products $ — $ 14,079 $ — $ 14,079

CLOs — — 2,843 2,843

Total Assets, at Fair Value $ — $ 14,079 $ 2,843 $ 16,922

Liabilities, at Fair Value

TRA liability $ — $ — $ 120,587 $ 120,587

Warrant liability — — 8,550 8,550

Earnout liability — — 172,070 172,070

Total Liabilities, at Fair Value $ — $ — $ 301,207 $ 301,207

December 31, 2021

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

Investments, at Fair Value

Corporate bonds $ — $ 1,311 $ — $ 1,311

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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

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 income (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 year ended December 31, 2021:

(dollars in thousands) Level III Liabilities

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 years ended December 31, 2022 and December 31, 2021:

Year Ended December 31, 2022 Level III Assets

(dollars in thousands) Investment in CLOs

Beginning balance $ —

Purchases 3,738

Net losses ( 895 )

Ending Balance $ 2,843

Change in net unrealized losses on assets still recognized at the reporting date $ ( 895 )

Year Ended December 31, 2022 Level III Liabilities

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

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

Issuances — — 13,782 13,782

Settlements — — ( 1,325,532 ) ( 1,325,532 )

Net losses (gains) 9,262 ( 17,200 ) 14,488 6,550

Ending Balance $ 120,587 $ 8,550 $ 172,070 $ 301,207

Change in net unrealized losses (gains) on liabilities still recognized at the reporting date $ 9,262 $ ( 17,200 ) $ 14,488 $ 6,550

Year Ended December 31, 2021 Level III Liabilities

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

Beginning balance $ — $ — $ — $ —

Issuances 101,645 9,131 635,077 745,853

Settlement of Earnout Securities liability — — ( 1,325,532 ) ( 1,325,532 )

Net losses 9,680 16,619 834,255 860,554

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Change in net unrealized losses on liabilities still recognized at the reporting date $ 9,680 $ 16,619 $ — $ 26,299

The settlement of Earnout Securities and additional TRA resulting from the settlement of such liability are non-cash transactions, and as such have not been reflected in the consolidated and combined statements of cash flows.

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

Equity Investments in the Company’s Products

The fair value of equity investments in the Company’s products is determined based on the published net asset value of these investments, as such values are the price at which contributions and redemptions are effectuated on a monthly basis.

These investments are generally classified as Level II.

The majority of this balance is subject to a one-year minimum holding period, which will expire in the fourth quarter of 2023.

The remaining balance is generally redeemable on a monthly basis at the Company’s option.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The fair value of CLOs are determined based on inputs from independent pricing services.

These investments are classified as Level III.

The Company obtains prices from independent pricing services that utilizes a discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality.

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.

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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

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.

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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.

Prior to their redemption, 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

The fair value of the earnout liability was comprised of the Earnout Securities, which were settled prior to December 31, 2021, and the Oak Street Cash Earnout that was deemed to be contingent consideration on the Oak Street Acquisition.

The fair value of the Earnout Securities was determined using a Monte Carlo simulation model.

The Company estimated the volatility of its Class A Shares based on the volatility implied by a review of historical volatility for similar publicly traded companies over a horizon that matched the expected remaining life of the Earnout Securities at each measurement date and the risk-free interest rate was based on U.S.

Treasuries for a maturity similar to the expected remaining life.

During 2022, the earnout liability was comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts, each of which were deemed to be contingent consideration on the respective Acquisitions.

During 2021, the earnout liability was comprised of the Earnout Securities, which were settled prior to December 31, 2021, and the Oak Street Cash Earnout.

The fair value of the Oak Street Cash Earnout was determined using a Monte Carlo simulation model.

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Treasuries for a maturity similar to the expected remaining life and a discount rate to adjust management’s revenue forecast from a risk-based forecast to a risk-neutral forecast.

The fair value of the Earnout Securities was determined using a Monte Carlo simulation model.

Treasuries for a maturity similar to the expected remaining life.

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

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 December 31, 2022:

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

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

CLOs $ 2,843 Discounted cash flow Yield 16 % - 19 % 17 % Decrease

TRA liability $ 120,587 Discounted cash flow Discount Rate 11 % - 11 % 11 % Decrease

Warrant liability 8,550 Monte Carlo Simulation Volatility 34 % - 34 % 34 % Increase

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

Earnout liability:

Oak Street Earnouts 158,497 Monte Carlo Simulation Revenue Volatility 50 % - 50 % 50 % Increase

Discount Rate 17 % 17 % 17 % Decrease

Wellfleet Earnouts 13,573 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

Total Liabilities, at Fair Value $ 301,207

Fair Value of Other Financial Instruments

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 as of December 31, 2021.

The fair value measurements for the Company’s other investments are categorized as Level III and its debt obligations are categorized as Level I within the fair value hierarchy.

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

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

TRA liability $ 111,325 Discounted cash flow Discount rate 10 % - 10 % 10 % Decrease

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

Earnout liability:

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

Discount rate 15 % - 15 % 15 % Decrease

Total Liabilities, at Fair Value $ 280,875

Blue Owl Capital Inc.

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Notes to Consolidated and Combined Financial Statements

The Company’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of the Business Combination and exchanges of Common Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Blue Owl Operating Group and their underlying assets and liabilities.

The Company’s estimate is based on the most recent information available;

however, the impact of the Business Combination cannot be finally determined until the Company’s 2021 tax returns have been filed.

The tax basis and state impact of the Blue Owl Operating Group and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns, and the impact of the Business Combination may differ, possibly materially, from the current estimates described herein.

Fair Value of Other Financial Instruments

As of December 31, 2022, the fair value of the Company’s debt obligations was approximately $ 1.3 billion compared to a carrying value of $ 1.6 billion, of which $ 1.1 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

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 December 31, 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.

The Company’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of the exchanges of Common Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Blue Owl Operating Group and their underlying assets and liabilities.

The Company’s estimate is based on the most recent information available and cannot be finally determined until the Company’s 2022 tax returns have been filed.

The tax basis and state impact of the Blue Owl Operating Group and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns.

The Blue Owl Operating Partnerships, and prior to the Business Combination, Owl Rock, are partnerships for U.S.

federal income tax purposes subject to New York City unincorporated business tax (“UBT”).

federal income tax purposes subject to New York City UBT.

Effective upon the consummation of the Business Combination, generally all of the income the Registrant earns will be subject to corporate-level income taxes in the United States.

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Foreign 853 211 14

14,567 927 373

Deferred Income Tax Expense (Benefit)

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$ ( 9,380 ) $ ( 65,211 ) $ ( 102 )

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The following table sets forth the reconciliation of the Company’s effective rate to the statutory rate:

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(1) The statutory rate presented is using the U.S.

federal corporate tax rate for the year ended December 31, 2021, and the UBT rate for the years ended December 31, 2020 and 2019.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

federal corporate tax rate for the years ended December 31, 2022 and 2021, and the UBT rate for the year ended December 31, 2020.

As of December 31, 2022 and 2021 the income tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows:

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Other 13,534 2,057

Deferred Tax Assets $ 636,999 $ 800

Total Deferred Tax Assets $ 767,590 $ 636,999

Deferred Tax Liabilities

Goodwill and intangible assets $ 39,521 $ 47,924

Other 12,626 2,413

Deferred Tax Liabilities $ 50,337 $ —

The Company has U.S.

Total Deferred Tax Liabilities $ 52,147 $ 50,337

As of December 31, 2022, the Company has U.S.

federal and UBT net operating losses of $ 188.0 million and $ 15.3 million, respectively, that can be carried forward indefinitely until they are used.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis 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.

The Company evaluates the realizability of its deferred tax assets 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.

The Company believes it is more-likely-than-not that its deferred tax assets will be realized based on historic and projected earnings and the reversal of taxable temporary differences.

As of December 31, 2021, the Company has not recorded any valuation allowances.

As of December 31, 2022 and 2021, 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.

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The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2018.

As of December 31, 2021, the Company has not recorded any unrecognized tax positions and does not expect a material increase or decrease in gross unrecognized tax positions in the next 12 months.

No penalties or interest were incurred during the years ended December 31, 2021, 2020 and 2019.

In connection with and subsequent to the Business Combinations, 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.

As of December 31, 2022, the Company's unrecognized tax benefits, excluding related interest expense and penalties, were $ 4.8 million.

If recognized, $ 4.8 million would reduce the effective tax rate.

For the year ended December 31, 2022, interest and penalties on these unrecognized tax benefits of $ 0.2 million has been accrued through income tax benefit in the consolidated and combined statements of operations.

Over the next 12 months, the Company expects that it is reasonably possible for the gross unrecognized tax benefits to increase by $ 3.0 million.

Upon settlement of an audit, the change in the unrecognized tax benefit would result from payment or income statement recognition.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The following table presents the Company’s unrecognized tax benefits relating to uncertain tax positions:

(dollars in thousands) Year Ended December 31,

2022 2021 2020

Beginning balance $ — $ — $ —

Increases related to tax positions related to prior periods 2,189 — —

Increases related to tax positions related to the current period 2,595 — —

Ending Balance $ 4,784 $ — $ —

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

These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in the Blue Owl Operating Partnerships, as well as portions related to the TRA liability that will eventually lead to additional tax basis in the Blue Owl Operating Partnerships upon future TRA payments.

The deferred tax assets will be recovered as the basis is amortized.

See the Company’s consolidated and combined statements of shareholders’ equity for these amounts.

See the Company’s consolidated and combined statements of stockholders’ equity for these amounts.

COMMITMENTS AND CONTINGENCIES

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Pursuant to the TRA, the Company will pay 85 % of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis of the assets of the Blue Owl Operating Group related to the Business Combination and any subsequent exchanges of Blue Owl Operating Group Units for shares of the Registrant or cash.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Payments under the TRA will continue until all such tax benefits have been utilized or expired unless (i) the Company exercises its right to terminate the TRA and paying recipients an amount representing the present value of the remaining payments, (ii) there is a change of control or (iii) the Company breaches any of the material obligations of the TRA, in which case all obligations will generally be accelerated and due as if the Company had exercised its right to terminate the TRA.

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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.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The table below presents management’s estimate as of December 31, 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.

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

2023 $ 38,112

Thereafter 659,450

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Unfunded Product Commitments

As of December 31, 2021, the Company had unfunded investment commitments to its products of $ 46.5 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products.

As of December 31, 2022, the Company had unfunded investment commitments to its products of $ 32.8 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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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

RELATED PARTY TRANSACTIONS

2 unchanged sentences

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

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

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

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Realized performance income 1,132 10,496

Administrative fees and other expenses paid on behalf of the Company’s products and other related parties 46,023 14,112

Administrative fees 44,060 19,535

Other expenses paid on behalf of the Company’s products and other related parties 50,670 26,488

Due from Related Parties $ 357,921 $ 224,576

Reimbursements from the Company’s Products

Administrative Fees

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.

3 unchanged sentences

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 29.9 million, $ 8.2 million and $ 3.9 million during the years ended December 31, 2022, 2021 and 2020, respectively.

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

Expense Support and Caps Arrangements

The Company is party to expense support and cap arrangements with certain of the products it manages.

Pursuant to these arrangements, the Company may absorb certain expenses of these products when in excess of stated expense caps or until such products reach certain profitability and cash flow thresholds.

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

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 (recoveries) related to these arrangements of $ 8.2 million, $( 3.2 ) million and $ 18.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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

Aircraft and Other Services

Aircraft Reimbursements

In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates.

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The Company recorded expenses for these aircraft reimbursements of $ 2.6 million, $ 0.6 million and $ 0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Promissory Notes

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 a rate of SOFR plus 2.0 %, subject to change based on credit rating and leverage ratio.

As of December 31, 2022, $ 250.0 million was outstanding under the promissory note and the Company recorded $ 3.8 million of interest income for the year ended December 31, 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.

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements

Promissory Note

On November 15, 2022, the Company entered into a one-year , interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 15.0 million.

The promissory note bears interest at a rate of SOFR plus 4.75 %, with any such interest amounts capitalized monthly.

Any unpaid principal balance and unpaid accrued interest may be prepaid in full or part any time prior to the maturity date.

As of December 31, 2022, $ 2.2 million was outstanding under the promissory note and the Company recorded $ 2 thousand of interest income for the year ended December 31, 2022.

The Company was a party to an interest-bearing promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 50.0 million.

The Company lent and was repaid $ 30.0 million and recorded $ 4 thousand of interest income during the year ended December 31, 2020.

The Company lent and was repaid $ 30.0 million and recorded $ 4 thousand of interest income for the year ended December 31, 2020.

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

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EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share attributable to Class A Shareholders is computed by dividing the earnings or loss attributable to Class A Shares by the weighted-average number of shares of Class A Shares outstanding during the period.

Seller Earnout Units are included in the denominator in computing dilutive earnings (loss) per Class A Share only when a Class E Triggering Event has occurred, and therefore the contingency has been met.

As of December 31, 2021, the Class E Triggering Events on the E-2 Seller Earnout Units have been met.

The table below presents the Company’s treatment for basic and diluted earnings (loss) per share for instruments outstanding at the Registrant and the Blue Owl Operating Group.

The table below presents the Company’s treatment for basic and diluted earnings (loss) per share for instruments outstanding of the Registrant and the Blue Owl Operating Group.

Potentially dilutive instruments are only considered in the calculation to the extent they would be dilutive.

Basic Diluted

Class A Shares Included Included

Class B Shares N/A - None outstanding N/A - None outstanding

Class C Shares and Class D Shares Excluded

Non-economic voting shares of the Registrant Excluded

Non-economic voting shares of the Registrant

Class A Shares (1)

Included Included

Class B Shares None outstanding None outstanding

Class C Shares and Class D Shares Non-economic voting shares of the Registrant Non-economic voting shares of the Registrant

Vested RSUs (1)

Contingently issuable shares Included

Contingently issuable shares

Unvested RSUs Excluded Included

Treasury stock method

Warrants Excluded Included

Treasury stock method (4)

Contingently issuable shares Contingently issuable shares

Unvested RSUs Excluded Treasury stock method

Excluded Treasury stock method

Compensation-classified Wellfleet Earnout Shares Excluded Treasury stock method

Contingent consideration-classified Wellfleet Earnout Shares (3)

Contingently issuable shares Contingently issuable shares

Potentially Dilutive Instruments of the Blue Owl Operating Group:

Vested Common and Incentive Units Excluded Included

If-converted method (5)

Unvested Incentive Units Excluded Included

The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units (5)

Vested Common Units and Incentive Units (4)

Excluded If-converted method

Unvested Incentive Units (4)

Excluded The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units

Oak Street Earnout Units (5)

Excluded Excluded

Performance condition not satisfied as of year end

Excluded Contingently issuable shares

If-converted method

Earnout Securities (6)

Excluded Included

Market condition satisfied as of year end

Contingently issuable shares Contingently issuable shares

If-converted method

(1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares.

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

(2) As of December 31, 2021, the Oak Street Triggering Events with respect to the Oak Street Earnout Units had not been met, and therefore such units have not been included in the calculation of diluted earnings (loss) per share.

(3) As of December 31, 2021, the Class E Triggering Events with respect to the Earnout Securities had been met and no Earnout Securities remained outstanding.

(4) 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.

(5) The if-converted method 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.

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

These vested RSUs totaled 10,834,220 for the year ended December 31, 2022, and 9,191,642 for the period from May 19, 2021 to December 31, 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 December 31, 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 year ended December 31, 2022.

However, had December 31, 2022, 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 year ended December 31, 2022, as if such shares were outstanding from the date of the Wellfleet Acquisition.

Blue Owl Capital Inc.

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Notes to Consolidated and Combined Financial Statements

For the Period from May 19, 2021 to December 31, 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

(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 December 31, 2022 and 2021, 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 year ended December 31, 2022.

However, had December 31, 2022, also been the end of the contingency period for the First Oak Street Earnout Units, the Oak Street Triggering Event would have occurred, and therefore the First Oak Street Earnout Units have been included in the calculation of diluted earnings (loss) per share for the year ended December 31, 2022.

Had December 31, 2021, also been the end of the contingency period for the First Oak Street Earnout Units, the Oak Street Triggering Event would not have occurred, and therefore the First Oak Street Earnout Units have not been included in the calculation of diluted earnings (loss) per share for the period from May 19, 2021, to December 31, 2021.

Had December 31, 2022, or December 31, 2021, also been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have not occurred, and therefore the Second Oak Street Earnout Units have not been included in the calculation of diluted earnings (loss) per share for the year ended December 31, 2022, or for the period from May 19, 2021, to December 31, 2021.

(6) As of December 31, 2021, the Class E Triggering Events with respect to the Earnout Securities had been met and no Earnout Securities remained outstanding.

Year Ended December 31, 2022 Net Loss Attributable to Class A Shares 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 $ ( 9,289 ) 433,431,256 $ ( 0.02 )

Effect of dilutive instruments:

Effect of dilutive securities:

Unvested RSUs — — 10,978,491

Warrants — — 10,451,892

Vested Common and Incentive Units ( 1,306,873 ) 960,237,349 —

Compensation-classified Wellfleet Earnout Shares — — 649,660

Contingent consideration-classified Wellfleet Earnout Shares — — 59,063

Vested Common Units — — 974,541,796

Vested Incentive Units — — 1,510,852

Unvested Incentive Units — — 24,744,397

Oak Street Earnout Units — — 13,037,165

Diluted $ ( 9,289 ) 433,431,256 $ ( 0.02 )

For the Period from May 19, 2021 to December 31, 2021 Net Loss Attributable to Class A Shares 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 $ ( 450,430 ) 354,949,067 $ ( 1.27 )

Effect of dilutive securities:

Unvested RSUs — — 1,702,275

Warrants — — 14,159,364

Vested Common and Incentive Units ( 1,306,873 ) 960,237,349 —

Unvested Incentive Units — — 6,743,015

Earnout Securities — — 50,881,018

Diluted $ ( 1,757,303 ) 1,315,186,416 $ ( 1.34 )

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.

For periods prior to the Business Combination, earnings per share results in values that would not be meaningful to the users of the 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.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

SUBSEQUENT EVENTS

1 unchanged sentence

The dividend is payable on March 6, 2023, to holders of record as of the close of business on February 24, 2023.

On February 15, 2022, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 400.0 million aggregate principal amount of 4.375 % Senior Notes due 2032 (the “2032 Notes”).

The 2032 Notes bear interest at a rate of 4.375 % per annum and mature on February 15, 2032.

Interest on the 2032 Notes will be payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2022.

The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

The 2032 Notes also provide for customary events of default and acceleration.

Wellfleet Acquisition

On February 16, 2022, the Company announced its entry into an agreement to acquire Wellfleet Credit Partners LLC (“Wellfleet”) from affiliates of Littlejohn & Co., LLC.

The closing is subject to customary conditions.

The purchase price consists of $ 108.0 million cash consideration on closing and earnout payments of up to an additional $ 15.0 million of cash and 940,668 Class A Shares payable in equal installments on each of the first three anniversaries from the closing date.

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-K

Item 9A. Controls and Procedures