BLUE OWL CAPITAL INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. 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 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 82 Table of Contents 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 There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 83 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2022. Item 11. Executive Compensation. 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2022. Item 14. Principal Accountant Fees and Services. 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. 84 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. 1. The financial statements included in this report are listed on page F-1 . 2. Financial statement schedules: None. 3. Exhibits included or incorporated by reference herein: See Exhibit Index on the following page. Item 16. Form 10-K Summary. None. 85 Table of Contents Exhibit Index Exhibit Number Description 2.1 † Business Combination Agreement, dated as of December 23, 2020, as amended from time to time, by and among Altimar, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021) 2.2 † Amendment to Business Combination Agreement, dated as of January 4, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021) 2.3 † Second Amendment to Business Combination Agreement, dated as of March 25, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021) 2.4 † Third Amendment to Business Combination Agreement, dated as of April 11, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021) 2.5 Agreement and Plan of Merger, dated October 17, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP and Augustus, LLC (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 18, 2021) 2.6 First Amendment to the Agreement and Plan of Merger, dated as of December 23, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC, GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP and Augustus, LLC. (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on December 30, 2021) 3.1 Certificate of Domestication of Altimar Acquisition Corporation (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 3.2 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). 3.3 Amended and Restated Bylaws 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) 4.1 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). 4.2 Amended and Restated Warrant Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Computershare Trust Company, N.A. and Computershare Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021). 4.3 Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 10, 2021). 4.4 First Supplemental Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 10, 2021). 4.5 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) 4.6 Second Supplemental Indenture dated as of October 7, 2021 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 LLC, Owl Rock Capital GP Holdings LP and Dyal GP Holdings LLC, as guarantors, Blue Owl Capital Inc. solely for purposes of Section 6.3 and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on October 7, 2021) 4.7 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). 4.8 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). 4.9 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). 86 Table of Contents Exhibit Number Description 10.1 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) 10.2 * 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. 10.3 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) 10.4 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) 10.5 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). 10.6 + Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 10.7 + 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). 10.8 + 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). 10.9 + 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). 10.10 + 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). 10.11 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) 10.12 * 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. 10.13 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 10.14 Transition Services Agreement, dated as of May 19, 2021, by and between Blue Owl Capital Inc. and Neuberger Berman Group LLC (incorporated by reference to Exhibit 10.9 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021) 10.15 + 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) 10.16 + 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 Lipschultz (incorporated by reference to Exhibit 10.5 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020) 10.17 + 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 10.6 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020) 10.18 Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Illiquid Markets 1888 Fund, LLC (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.19 Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Koch Financial Assets III, LLC (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.20 Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Koch Companies Defined Benefit Master Trust (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.21 Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc. and Koch Financial Assets III, LLC (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 87 Table of Contents Exhibit Number Description 10.22 Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc. and Koch Companies Defined Benefit Master Trust (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.23 Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc. and Illiquid Markets 1888 Fund, LLC (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc. Current Report on Form 8-K filed on September 20, 2021) 10.24 Investor Rights Agreement, dated as of December 29, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Douglas Ostrover, Marc Lipschultz, Michael Rees and Marc Zahr (incorporated by reference to Exhibit 1 0.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on December 30, 2021) 10.25 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). 10.26 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). 10.27 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. Current Report on Form 8-K filed on December 30, 2021). 10.28 + 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 10. 3 of Blue Owl Capital Inc. Current Report on Form 8-K filed on December 30, 2021) 10.29 + 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 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) 10.30 + 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. Lipschultz (incorporated by reference to Exhibit 10.23 of Blue Owl Capital Inc. Annual Report on Form 10-K, filed on February 28, 2022) 10.31 + 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) 10.32 + 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) 21.1 * Subsidiaries of the Registrant. 23.1 * Consent of KPMG LLP 31.1 * Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ** Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ** Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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, 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) 88 Table of Contents 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). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request + Indicates a management or compensatory plan * 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 89 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 27, 2023 Blue Owl Capital Inc. By: /s/ Alan Kirshenbaum Alan Kirshenbaum 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 and in the capacities and on the dates indicated. Name Title Date /s/ Douglas I. Ostrover Chief Executive Officer and Director February 27, 2023 Douglas I. Ostrover (Principal Executive Officer) /s/ Marc S. Lipschultz Co-President and Director February 27, 2023 Marc S. Lipschultz /s/ Michael Rees Co-President and Director February 27, 2023 Michael Rees /s/ Alan Kirshenbaum Chief Financial Officer February 27, 2023 Alan Kirshenbaum (Principal Financial Officer and Principal Accounting Officer) /s/ Claudia Holz Director February 27, 2023 Claudia Holz /s/ Andrew S. Komaroff Director February 27, 2023 Andrew S. Komaroff /s/ Craig W. Packer Director February 27, 2023 Craig W. Packer /s/ Stacy Polley Director February 27, 2023 Stacy Polley /s/ Sean Ward Director February 27, 2023 Sean Ward /s/ Dana Weeks Director February 27, 2023 Dana Weeks /s/ Marc Zahr Director February 27, 2023 Marc Zahr 90 Table of Contents INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F- 2 Consolidated and Combined Statements of Financial Condition as of December 31, 2022 and December 31, 2021 F- 4 Consolidated and Combined Statements of Operations for the years ended December 31, 2022, 2021 and 2020 F- 5 Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2022, 2021 and 2020 F- 6 Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 F- 10 Notes to Consolidated and Combined Financial Statements F- 12 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Blue Owl Capital Inc.: 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, 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. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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. 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 F-2 Table of Contents company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 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 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 2016. New York, New York February 27, 2023 F-3 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Consolidated and Combined Statements of Financial Condition (Dollars in Thousands, Except Per Share Data) December 31, 2022 December 31, 2021 Assets 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 Strategic Revenue-Share Purchase consideration, net 457,939 495,322 Deferred tax assets 757,234 635,624 Intangible assets, net 2,405,422 2,611,411 Goodwill 4,205,159 4,132,245 Other assets, net 99,679 26,477 Total Assets $ 8,893,075 $ 8,266,398 Liabilities Debt obligations, net $ 1,624,771 $ 1,174,167 Accrued compensation 309,644 155,606 Operating lease liabilities 239,844 88,480 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, 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 Total Liabilities 3,344,189 2,418,828 Commitments and Contingencies (Note 11) 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 45 40 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 63 67 Class D Shares, par value $ 0.0001 per share, 350,000,000 authorized, 319,132,127 and 319,132,127 issued and outstanding, respectively 32 32 Additional paid-in capital 2,293,903 2,160,934 Accumulated deficit ( 689,345 ) ( 497,506 ) 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. F-4 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Operations (Prior to May 19, 2021, Owl Rock) (Dollars in Thousands, Except Per Share Data) Year Ended December 31, 2022 2021 2020 Revenues Management fees, net (includes Part I Fees of $ 233,993 , $ 150,370 and $ 34,404 , respectively) $ 1,211,606 $ 667,935 $ 194,906 Administrative, transaction and other fees 145,895 150,037 54,909 Realized performance income 12,221 5,906 — Total Revenues, Net 1,369,722 823,878 249,815 Expenses Compensation and benefits 894,686 1,496,988 240,731 Amortization of intangible assets 256,909 113,889 — General, administrative and other expenses 220,610 140,268 67,811 Total Expenses 1,372,205 1,751,145 308,542 Other Income (Loss) Net losses on investments ( 132 ) ( 3,526 ) — Net losses on retirement of debt — ( 17,636 ) — Interest expense ( 55,711 ) ( 27,275 ) ( 23,816 ) Change in TRA liability ( 11,435 ) ( 13,848 ) — Change in warrant liability 34,634 ( 43,670 ) — Change in earnout liability ( 14,488 ) ( 834,255 ) — Total Other Income (Loss) ( 47,132 ) ( 940,210 ) ( 23,816 ) Loss Before Income Taxes ( 49,615 ) ( 1,867,477 ) ( 82,543 ) Income tax benefit ( 9,380 ) ( 65,211 ) ( 102 ) Consolidated and Combined Net Loss ( 40,235 ) ( 1,802,266 ) ( 82,441 ) Net loss attributable to noncontrolling interests 30,946 1,426,095 4,610 Net Loss Attributable to Blue Owl Capital Inc. (After May 19, 2021) / Owl Rock (Prior to May 19, 2021) $ ( 9,289 ) $ ( 376,171 ) $ ( 77,831 ) May 19, 2021 through December 31, 2021 Net Loss Attributable to Class A Shares $ ( 9,289 ) $ ( 450,430 ) Loss per Class A Share Basic $ ( 0.02 ) $ ( 1.27 ) Diluted $ ( 0.02 ) $ ( 1.34 ) Weighted-Average Class A Shares Basic (1) 433,431,256 354,949,067 Diluted 433,431,256 1,315,186,416 (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. See Note 13. The accompanying notes are an integral part of these consolidated and combined financial statements. F-5 Table of Contents 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 Members’ Deficit Prior to the Business Combination Beginning balance $ — $ ( 507,687 ) $ ( 352,756 ) Distributions — ( 103,143 ) ( 77,100 ) Comprehensive income (loss) prior to the Business Combination Date — 74,259 ( 77,831 ) Transfer of predecessor members’ deficit to additional paid-in capital and noncontrolling interests — 536,571 — Ending Balance $ — $ — $ ( 507,687 ) Class A Shares Par Value Beginning balance $ 40 $ — $ — Impact of the Business Combination — 32 — Share issuance in connection with Strategic Revenue-Share Purchase — 3 — Settlement of Earnout Securities — 1 — Class C Shares and Common Units exchanged for Class A Shares 5 4 — Ending Balance $ 45 $ 40 $ — Class C Shares Par Value Beginning balance $ 67 $ — $ — Impact of the Business Combination — 63 — Settlement of Earnout Securities — 6 — Class C Shares and Common Units exchanged for Class A Shares ( 4 ) ( 4 ) — Class C Shares issued as consideration related to the Oak Street Acquisition — 2 — Ending Balance $ 63 $ 67 $ — Class D Shares Par Value Beginning balance $ 32 $ — $ — Impact of the Business Combination — 29 — Settlement of Earnout Securities — 3 — Ending Balance $ 32 $ 32 $ — Class E Shares Par Value Beginning balance $ — $ — $ — Impact of the Business Combination — 1 — Settlement of Earnout Securities — ( 1 ) — Ending Balance $ — $ — $ — F-6 Table of Contents 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 Additional Paid-in Capital Beginning balance $ 2,160,934 $ — $ — Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests — ( 138,133 ) — Cash proceeds from the Business Combination — 1,738,478 — Offering costs related to the Business Combination — ( 126,309 ) — Allocation of cash proceeds to warrant liability — ( 25,128 ) — Allocation to earnout liability for Class E Shares issued in connection with the Business Combination — ( 83,949 ) — Deferred taxes recognized in the Business Combination — 504,551 — TRA liability recognized in the Business Combination — ( 359,388 ) — Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination — ( 325,222 ) — 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 — Equity-based compensation 11,820 331,926 — Settlement of Earnout Securities — 198,704 — Acquisition of noncontrolling interests — ( 74,684 ) — 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 $ — Accumulated Deficit Beginning balance $ ( 497,506 ) $ — $ — Cash dividends declared on Class A Shares ( 182,550 ) ( 47,076 ) — Comprehensive loss following the Business Combination ( 9,289 ) ( 450,430 ) — Ending Balance $ ( 689,345 ) $ ( 497,506 ) $ — Total Stockholders' Equity Attributable to Blue Owl Capital Inc. $ 1,604,698 $ 1,663,567 $ — F-7 Table of Contents 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 Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests — ( 398,438 ) — Common Units issued as consideration related to the Dyal Acquisition — 4,285,359 — Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination — ( 491,956 ) — Allocation to earnout liability for Seller Earnout Units issued in the Business Combination — ( 160,540 ) — Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination — 325,222 — Common Units issued as consideration related to the Oak Street Acquisition — 329,767 — Equity-based compensation 393,191 1,026,020 — Settlement of Earnout Securities — 1,126,828 — Acquisition of noncontrolling interests — ( 222,370 ) — Contributions 32,721 15,734 9,831 Distributions ( 425,164 ) ( 135,244 ) ( 954 ) 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 Stockholders' Equity $ 5,548,886 $ 5,847,570 $ ( 501,161 ) F-8 Table of Contents 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 Cash Dividends Paid per Class A Share $ 0.43 $ 0.13 $ — Number of Class A Shares Beginning balance 404,919,411 — — Impact of the Business Combination — 320,005,258 — 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 — Class C Shares and Common Units exchanged for Class A Shares 45,363,695 40,222,143 — Exercise of warrants 2,156,354 133 — Ending Balance 445,131,351 404,919,411 — Number of Class C Shares Beginning balance 674,766,200 — — Impact of the Business Combination — 628,380,707 — Settlement of Earnout Securities — 60,533,306 — Class C Shares and Common Units exchanged for Class A Shares ( 45,363,695 ) ( 40,222,143 ) — Common Units issued as consideration for Oak Street Acquisition — 26,074,330 — Ending Balance 629,402,505 674,766,200 — Number of Class D Shares Beginning balance 319,132,127 — — Impact of the Business Combination — 294,656,373 — Settlement of Earnout Securities — 24,475,754 — Ending Balance 319,132,127 319,132,127 — Number of Class E Shares Beginning balance — — — Impact of the Business Combination — 14,990,864 — Settlement of Earnout Securities — ( 14,990,864 ) — Ending Balance — — — The accompanying notes are an integral part of these consolidated and combined financial statements. F-9 Table of Contents 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 Operating Activities 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: Amortization of intangible assets 256,909 113,889 — Equity-based compensation 420,832 1,205,336 — Depreciation and amortization of fixed assets 2,304 665 673 Amortization of debt discounts and deferred financing costs 4,381 1,868 787 Amortization of investment discounts and premiums 6 1,692 — Non-cash lease expense 12,983 1,974 — Net losses on retirement of debt — 17,636 — Net losses on investments, net of dividends 132 3,583 — Change in TRA liability 11,435 13,848 — Change in warrant liability ( 34,634 ) 43,670 — Change in earnout liability 14,488 834,255 — Deferred income taxes ( 23,947 ) ( 66,138 ) ( 475 ) Changes in operating assets and liabilities: Due from related parties ( 128,034 ) ( 105,376 ) ( 49,824 ) Strategic Revenue-Share Purchase consideration 37,383 ( 40,997 ) — Other assets, net ( 1,779 ) ( 2,095 ) ( 9,747 ) Accrued compensation 138,217 92,742 135,108 Accounts payable, accrued expenses and other liabilities 58,006 ( 32,628 ) 11,153 Net Cash Provided by Operating Activities 728,447 281,658 5,234 Cash Flows from Investing Activities 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 acquisitions, net of cash consideration received ( 114,454 ) ( 1,578,866 ) — Net Cash Used in Investing Activities ( 485,218 ) ( 1,598,872 ) ( 652 ) F-10 Table of Contents 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 Cash proceeds from the Business Combination — 1,738,603 — Offering costs related to the Business Combination — ( 126,309 ) — Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination — ( 491,956 ) — Acquisition of noncontrolling interests — ( 297,054 ) — Proceeds from debt obligations 775,060 1,390,296 240,547 Debt issuance costs ( 8,487 ) ( 17,864 ) ( 594 ) Repayments of debt obligations, including retirement costs ( 323,000 ) ( 577,835 ) ( 171,458 ) 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 ) Contributions from noncontrolling interests 27,482 15,734 — Distributions to noncontrolling interests ( 425,164 ) ( 135,244 ) — 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 Cash and Cash Equivalents, End of Period $ 68,079 $ 42,567 $ 11,630 Supplemental Information Cash paid for interest $ 47,726 $ 25,009 $ 23,231 Cash paid for income taxes $ 4,784 $ 4,353 $ 142 The accompanying notes are an integral part of these consolidated and combined financial statements. F-11 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 1. ORGANIZATION Blue Owl Capital Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager. Anchored by a strong permanent capital base, the Company deploys private capital across Direct Lending, GP Capital Solutions and Real Estate strategies on behalf of institutional and private wealth clients. The Company’s primary sources of revenues are management fees, which are generally based on the amount of the Company’s fee-paying assets under management. The Company generates substantially all of its revenues in the United States. The Company operates through one operating and reportable segment. This single reportable segment reflects how the chief operating decision makers allocate resources and assess performance under the Company’s “one-firm approach,” which includes operating collaboratively across product lines, with predominantly a single expense pool. 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 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 The Registrant was initially incorporated in the Cayman Islands as Altimar Acquisition Corporation (“Altimar”), a special purpose acquisition company. Pursuant to the Business Combination Agreement dated December 23, 2020, as amended, modified, supplemented or waived from time to time (the “Business Combination Agreement”), on May 19, 2021 (“Business Combination Date”), (i) Altimar was redomiciled as a Delaware corporation and changed its name to Blue Owl Capital Inc., (ii) Altimar merged with Owl Rock (as defined below) (the “Altimar Merger”) and (iii) the Company acquired Dyal Capital Partners (“Dyal Capital”), a former division of Neuberger Berman Group LLC (the “Dyal Acquisition”) (collectively with the Altimar Merger, the “Business Combination”). As further discussed in Note 2, for both the Altimar Merger and the Dyal Acquisition, Owl Rock was deemed to be the acquirer for accounting purposes. 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”). 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”). 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. F-12 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements Registrant’s Capital Structure 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 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 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. Class C Shares —Shares of Class C common stock that are not publicly traded. 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 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 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: Series E-1 and Series E-2. Series E-1 and E-2 vested upon a Class E Triggering Event, which occurred when the volume weighted-average price of a Class A Share exceeded $ 12.50 and $ 15.00 , respectively, for 20 consecutive trading days. The Series E-1 Class E Shares had a Class E Triggering Event on July 21, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares. 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. An RSU entitles the holder to receive a Class A Share, or cash equal to the fair value of a Class A Share at the election of the Board, upon completion of a requisite service period. RSUs granted to-date do not accrue dividend equivalents. No RSUs were issued prior to the Business Combination. RSU grants are accounted for as equity-based compensation. See Note 8 for additional information. F-13 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 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 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 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. References to GP Units refer collectively to a GP Unit in each of the Blue Owl Operating Partnerships. References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of Common Units exchanged for Class A Shares. Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in the Blue Owl Operating Partnerships. 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 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. References to Common Units refer collectively to a Common Unit in each of the Blue Owl Operating Partnerships, but excludes any Common Units held directly or indirectly by the Registrant. Upon an exchange of Common Units for an equal number of Class A Shares or Class B Shares, a corresponding number of Class C Shares or Class D Shares, respectively, will be cancelled. Common Unitholders are entitled to distributions in the same amount per unit as declared on GP Units. Incentive Units —Incentive Units are Class P limited partner interests in the Blue Owl Operating Partnerships granted to certain members of management, employees and consultants (collectively, “Incentive Unit Grantees”) and are generally subject to vesting conditions, as further discussed in Note 8. Incentive Units are held indirectly through Blue Owl Management Vehicle LP on behalf of Incentive Unit Grantees. A vested Incentive Unit may convert into a Common Unit upon becoming economically equivalent on a tax basis to a Common Unit. Once vested, Incentive Unitholders are entitled to distributions in the same amount per unit as declared on GP Units and Common Units. Unvested Incentive Unitholders generally are not entitled to distributions; however, consistent with other Blue Owl Operating Group Units (other than Oak Street Earnout Units), unvested Incentive Units receive taxable income allocations that may subject holders to tax liabilities. As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units other than Oak Street Earnout Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities. Seller Earnout Units —Seller Earnout Units were limited partner interests held in the Blue Owl Operating Partnerships that had the same Class E Triggering Events, forfeiture provisions and distribution restrictions as the Class E Shares. In connection with the Business Combination, recipients of Earnout Securities had the option of selecting either Class E Shares or Seller Earnout Units. For recipients that elected to receive Class E Shares, a corresponding number of Seller Earnout Units were indirectly held by the Registrant. 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. F-14 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements The Series E-1 Seller Earnout Units had a Class E Triggering Event on July 21, 2021. As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-1 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares). The Series E-2 Seller Earnout Units had a Class E Triggering Event on November 3, 2021. As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-2 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares). As a result, there are no longer any Class E Shares issued or outstanding 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. F-15 Table of Contents 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 Oak Street Earnout Units 26,074,330 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 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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 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). Prior to the Business Combination, Blue Owl’s financial statements were prepared on a consolidated and combined basis. As part of the Business Combination, Securities was contributed to the Blue Owl Operating Group. Following the Business Combination, the financial statements are prepared on a consolidated basis. The merger between Owl Rock and Altimar was accounted for as a reverse asset acquisition, with no step-up to fair value on any assets or liabilities, and therefore no goodwill or other intangible assets were recorded. The Acquisitions were accounted for using the acquisition method of accounting. As a result, the Company recorded the fair value of the net assets acquired as of the closing date of each respective acquisition, and operating results for each acquired business are included starting as of such each respective date. During the third quarter of 2022, the Company began presenting investments separately on its consolidated and combined statements of financial condition. Prior period amounts have been reclassified to conform to the current period presentation. F-16 Table of Contents 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 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 liabilities; (iv) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets; and (v) the qualitative and quantitative assessments of whether impairments of acquired intangible assets and goodwill exist. 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 Financial Statements are reasonable and prudent, actual results could differ materially from those estimates. Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest based on the application of either the variable interest model or the voting interest model. An entity is considered to be a variable interest entity (“VIE”) if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. The Company is required to consolidate any VIEs for which it is the primary beneficiary. 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 or right to receive benefits that are more than insignificant to such entities. Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered to be variable interests. The Company factors in all economic interests, including proportionate interests held through related parties, to determine if fees are variable interests. The Company’s interests in the products it manages are primarily in the form of management fees, realized performance income, and insignificant direct or indirect equity interests, and therefore does not have variable interests in such entities. 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. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively; however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed. This analysis requires judgment, including: (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. F-17 Table of Contents 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. The Company consolidates VOEs where the Company controls a majority voting interest. The Company will generally not consolidate VOEs where a single investor or simple majority of third-party investors with equity have the ability to exercise substantive kick-out or participation rights. Acquisitions For business combinations accounted for under the acquisition method, management recognizes the fair value of assets acquired and liabilities assumed on the acquisition date. The excess of purchase price consideration over the fair value of net assets acquired is recorded as goodwill. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involve a significant degree of judgment. Cash and Cash Equivalents 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. 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 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. 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. Leases 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. The Company applied the package of practical expedients permitted under the transition guidance within the new standard, including carrying forward the historical lease classification and not reassessing whether certain costs capitalized under the prior guidance are eligible for capitalization under ASC 842. The adoption of ASC 842 resulted in the recognition of $ 13.8 million of operating lease assets and $ 14.4 million of operating lease liabilities, with the net of these amounts offsetting the deferred rent credit liability in existence immediately prior to adoption. The Company determines if an arrangement is a lease at inception. 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. 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. 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. F-18 Table of Contents 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, 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. In addition, the Company separates lease and non-lease components embedded within lease agreements. Lease expense for operating lease payments is recognized on a straight-line basis, which consists of amortization of right-of-use assets and interest accretion on lease liabilities, over the lease term and included within general, administrative and other expenses in the consolidated and combined statements of operations. The Company does not have any material finance leases. See Note 5 for additional information. Strategic Revenue-Share Purchase Consideration On September 20, 2021, the Company entered into certain Agreements of Purchase and Sale (the “Strategic Revenue-Share Purchase”), whereby certain fund investors relinquished their rights to receive management fee shares with respect to certain existing and future GP Capital Solutions products. In exchange for the foregoing, the Company issued 29,701,013 Class A Shares with a fair value of $ 455.0 million and paid cash of $ 50.2 million (net of previously accrued management fee shares payable and other receivable) to such fund investors. The Company determined that it was not receiving a distinct good or service from the customers as a result of the Strategic Revenue-Share Purchase, and therefore determined that the consideration paid to the customers represents a reduction of the transaction price (i.e., a reduction to revenue). Accordingly, the total consideration paid was recorded within Strategic Revenue-Share Purchase consideration in the Company’s consolidated statements of financial condition and is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations. See Note 6 for additional information. Intangible Assets, Net and Goodwill 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. 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. The Company’s estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates the Company uses to manage the underlying assets acquired. The Company estimates the useful lives of the intangible assets based on the expected period over which the Company anticipates generating economic benefit from the asset. The Company bases its estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. 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 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. F-19 Table of Contents 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. The Company tests goodwill annually for impairment. If, after assessing qualitative factors, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists. If an impairment exists, the Company adjusts the carrying value of goodwill so that the carrying value of the reporting unit is equal to its fair value by taking a charge through earnings. The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that it is more-likely-than-not to reduce the fair value of the reporting unit below its carrying amount. No impairments have been recognized to-date on the Company’s goodwill. Fixed Assets 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 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 The Company’s debt obligations, other than revolving credit facilities, are recorded at amortized cost, net of any debt issuance costs, discounts and premiums. Debt issuance costs are deferred and along with discounts and premiums are amortized to interest expense in the consolidated and combined statements of operations over the life of the related debt instrument using the effective interest method. 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. 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 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 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, 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. 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; therefore, the Private Placement Warrants are precluded from being classified within equity and are accounted for as derivative liabilities. F-20 Table of Contents 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 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, 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. 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. 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 (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 adviser subsidiaries of the Blue Owl Operating Group are partially owned by third-party investors. Such interests are also presented as noncontrolling interests. Revenue Recognition Revenues consist of management fees; administrative, transaction and other fees; and realized performance income. The Company recognizes revenues when such amounts are probable that a significant reversal would not occur. The Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (i.e., the transaction price). Under this method, revenue is based on a contract with a determinable transaction price and distinct performance obligations with probable collectability. 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 Management fees are recognized over the period in which the investment management services are performed because customers simultaneously consume and receive benefits continuously over time. 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 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. F-21 Table of Contents 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. 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. Administrative, Transaction and Other Fees Administrative, transaction and other fees primarily include fee income, administrative fees and dealer manager revenue. Fee income is earned for services provided to portfolio companies, which may include arrangement, syndication, origination, structuring analysis, capital structure and business plan advice and other services. The fees are generally recognized as income at the point in time when the services rendered are completed, as there is no ongoing performance requirement. Administrative fees represent expenses incurred by certain professionals of the Company and reimbursed by products managed by the Company. The Company may incur certain costs in connection with satisfying its performance obligations under administrative agreements – including, but not limited to, employee compensation and travel costs – for which it receives reimbursements from the products it manages. The Company reports these expenses within compensation and benefits and general, administrative and other expenses and reports the related reimbursements as revenues within administrative, transaction and other fees (i.e., on a gross basis) in the consolidated and combined statements of operations. Dealer manager revenue consists of commissions earned for providing distribution services to certain products. 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 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 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. F-22 Table of Contents 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. Generally, carried interest is earned after a return of all contributions and may be subject to a preferred return to investors; 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 Financial Statements. Compensation and Benefits Cash-Based Compensation Compensation and benefits consist of salaries, bonuses, commissions, long-term deferral programs, benefits and payroll taxes. Compensation is accrued over the related service period. Equity-Based Compensation Equity-based compensation awards are reviewed to determine whether such awards are equity-classified or liability-classified. Compensation expense related to equity-classified awards is equal to their grant-date fair value and generally recognized on a straight-line basis over the awards’ requisite service period. 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. 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 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 The functional currency of the Company’s foreign consolidated subsidiaries is the U.S. dollar, as their operations are considered extensions of U.S. parent operations. Monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars at the closing rates of exchange on the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars using the historical exchange rate. The profit or loss arising from foreign currency transactions are remeasured using the rate in effect on the date of any relevant transaction. Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within general, administrative and other expenses. Income Taxes 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. 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. F-23 Table of Contents 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. A valuation allowance is established when management determines, based on available information, that it is more-likely-than-not that deferred income tax assets will not be realized. Significant judgment is required in determining whether a valuation allowance should be established, as well as the amount of such valuation allowance. The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination. 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 Financial Statements. F-24 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 3. ACQUISITIONS AND INTANGIBLE ASSETS, NET Dyal Acquisition The following table presents the consideration and net identifiable assets acquired and goodwill related to the Dyal Acquisition: (dollars in thousands) Consideration Equity consideration (1) $ 4,285,359 Cash consideration (2) 973,457 Tax receivable agreement (3) 101,645 Earnout Securities (3) 246,788 Total Consideration $ 5,607,249 Net Identifiable Assets Acquired and Goodwill Assets acquired: Due from related parties $ 13,442 Intangible assets: Investment management agreements 1,859,900 Investor relationships 291,400 Trademarks 66,700 Total intangible assets 2,218,000 Deferred tax asset 29,770 Other assets, net 2,096 Total assets acquired 2,263,308 Liabilities assumed: Accrued compensation 7,376 Deferred tax liability 170,753 Accounts payable, accrued expenses and other liabilities 41,352 Total liabilities assumed 219,481 Net Identifiable Assets Acquired $ 2,043,827 Goodwill (4) $ 3,563,422 (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. (3) The TRA and Earnout Securities represent contingent consideration. See Note 9 for additional information on the valuation of these instruments. (4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired. None of the goodwill recognized is 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 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. F-25 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements Dyal Capital’s results are included in the Company’s consolidated results starting from the Closing Date. For the year ended December 31, 2021, the Company’s consolidated results included $ 252.9 million of GAAP revenues related to the acquired business. 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. 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 The following table presents the consideration and net identifiable assets acquired and goodwill related to the Oak Street Acquisition: (dollars in thousands) Consideration Equity consideration (1) $ 329,767 Cash consideration (2) 610,999 Earnout consideration (3) 143,800 Total Consideration $ 1,084,566 Net Identifiable Assets Acquired and Goodwill Assets acquired: Cash and cash equivalents $ 4,411 Due from related parties 13,098 Operating lease assets 1,001 Intangible assets: Investment management agreements 323,300 Investor relationships 157,400 Trademarks 26,600 Total intangible assets 507,300 Other assets, net 470 Total assets acquired 526,280 Liabilities assumed: Operating lease liabilities 1,001 Deferred tax liabilities 8,587 Accounts payable, accrued expenses and other liabilities 2,032 Total liabilities assumed 11,620 Net Identifiable Assets Acquired $ 514,660 Goodwill (4) $ 569,906 (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. (3) Represent the fair value of contingent cash consideration payable to certain sellers upon the occurrence of certain Oak Street Triggering Events as defined below. The amount presented does not include contingent cash and equity payments subject to the same Oak Street Triggering Events that were deemed to be compensation, rather than consideration, as further discussed below. See Note 9 for additional information on the valuation of this liability. (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 were expected to be deductible by the Blue Owl Operating F-26 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 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. 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 The table below summarizes the Oak Street Earnouts and their respective Oak Street Triggering Events. 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. See Note 8 for additional information on the compensation-classified Oak Street Earnout Units. (dollars in thousands) Oak Street Earnouts Quarterly Management Fee Trigger Earliest Date Trigger May Occur Cash Units Contingent consideration: First Oak Street Earnout $ 22 million January 1, 2023 $ 81,250 — Second Oak Street Earnout $ 28 million January 1, 2024 82,875 — Compensation: First Oak Street Earnout $ 22 million January 1, 2023 43,484 13,037,165 Second Oak Street Earnout $ 28 million January 1, 2024 48,358 13,037,165 Total $ 255,967 26,074,330 F-27 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) 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) $ 113,272 Earnout consideration (2) 14,751 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 Goodwill (3) $ 71,831 (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. F-28 Table of Contents 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, 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 Investor relationships 459,500 448,800 5.8 - 13.0 9.6 years Trademarks 94,400 93,300 7.0 - 7.0 5.6 years 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 F-29 Table of Contents 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) Period Amortization 2023 $ 238,148 2024 237,454 2025 233,215 2026 219,382 2027 205,206 Thereafter 1,272,017 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. 4. DEBT OBLIGATIONS, NET The following tables summarize outstanding debt obligations of the Company: December 31, 2022 (dollars in thousands) Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value 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 December 31, 2021 (dollars in thousands) Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value 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 Facility presented in the tables above are reduced by outstanding letters of credit related to certain leases. F-30 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 2031 Notes 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 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. The 2031 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their respective subsidiaries. The guarantees are unsecured and unsubordinated obligations of the guarantors. All or a portion of the 2031 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 March 10, 2031, the redemption price for the 2031 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 2031 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 2031 Notes also provide for customary events of default and acceleration. 2032 Notes 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. 2051 Notes 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 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. The 2051 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 2051 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 April 7, 2051, the redemption price for the 2051 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 2051 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 2051 Notes also provide for customary events of default and acceleration. The 2031 Notes, 2032 Notes and 2051 Notes are collectively referred to as the “Notes.” F-31 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements Revolving Credit Facility On December 7, 2021, the Company entered into a revolving credit facility (the “Revolving Credit Facility”), which was amended on June 15, 2022, 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). 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. 5. LEASES 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; 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 Short term lease cost 1,524 286 Net Lease Cost $ 20,692 $ 8,216 (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: Operating cash flows for operating leases $ 7,709 $ 5,956 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 156,778 $ 78,677 Lease Term and Discount Rate December 31, 2022 December 31, 2021 Weighted-average remaining lease term: Operating leases 13.0 years 10.2 years Weighted-average discount rate: Operating leases 4.0 % 3.1 % F-32 Table of Contents 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 2023 $ 11,406 2024 5,864 2025 24,504 2026 26,841 2027 27,043 Thereafter 230,571 Total Lease Payments 326,229 Imputed interest ( 86,385 ) Total Lease Liabilities $ 239,844 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. F-33 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 6. REVENUES The following table presents a disaggregated view of the Company’s revenues: Year Ended December 31, (dollars in thousands) 2022 2021 2020 Direct Lending Products Diversified lending $ 480,874 $ 348,363 $ 140,153 Technology lending 114,876 66,089 42,052 First lien lending 16,029 15,185 12,335 Opportunistic lending 8,756 3,993 366 CLOs 19,440 — — Management Fees, Net 639,975 433,630 194,906 Administrative, transaction and other fees 112,003 131,461 54,909 Realized performance income — 5,906 — Total GAAP Revenues - Direct Lending Products 751,978 570,997 249,815 GP Capital Solutions Products GP minority equity investments 513,613 233,505 — GP debt financing 13,611 10,215 — Professional sports minority investments 1,611 477 — Strategic Revenue-Share Purchase consideration amortization ( 37,383 ) ( 9,892 ) — Management Fees, Net 491,452 234,305 — Administrative, transaction and other fees 26,986 18,576 — 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 F-34 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements The table below presents the beginning and ending balances of the Company’s management fees, realized performance income and administrative, transaction and other fees receivable and unearned management fees. Substantially all of the amounts receivable are collected during the following quarter. A liability for unearned management fees is generally recognized when management fees are paid to the Company in advance. The entire change in unearned management fees shown below relates to amounts recognized as revenues in the current year period. Management fees, realized performance income and administrative, transaction and other fees receivable are included within due from related parties and unearned management fees are included within accounts payable, accrued expenses and other liabilities in the Company’s consolidated and combined statements of financial condition. Year Ended December 31, (dollars in thousands) 2022 2021 Management Fees Receivable Beginning balance $ 168,057 $ 78,586 Ending balance $ 262,059 $ 168,057 Administrative, Transaction and Other Fees Receivable Beginning balance $ 19,535 $ 9,876 Ending balance $ 44,060 $ 19,535 Realized Performance Income Receivable Beginning balance $ 10,496 $ — Ending balance $ 1,132 $ 10,496 Unearned Management Fees Beginning balance $ 10,299 $ 11,846 Ending balance $ 9,389 $ 10,299 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 $ 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 ) Ending Balance $ 457,939 $ 495,322 F-35 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 7. OTHER ASSETS, NET (dollars in thousands) December 31, 2022 December 31, 2021 Fixed assets, net: Leasehold improvements $ 61,741 $ 6,692 Furniture and fixtures 10,922 1,631 Computer hardware and software 3,171 1,968 Accumulated depreciation and amortization ( 4,644 ) ( 2,340 ) Fixed assets, net 71,190 7,951 Receivables 11,935 4,918 Prepaid expenses 6,099 8,496 Unamortized debt issuance costs on revolving credit facilities 6,328 3,678 Other assets 4,127 1,434 Total $ 99,679 $ 26,477 8. EQUITY-BASED COMPENSATION The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees, consultants and independent members of the Board under the 2021 Omnibus Equity Incentive Plan (“2021 Equity Incentive Plan”). The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Equity Incentive Plan is 101,230,522 , of which 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. The table below presents information regarding equity-based compensation expense. Year Ended December 31, (dollars in thousands) 2022 2021 2020 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 — 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 $ — $ — F-36 Table of Contents 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. 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 Vested ( 5,433,761 ) 10.30 ( 357,196 ) 14.17 — — — — Forfeited ( 127,058 ) 12.69 ( 577,291 ) 13.82 — — — — December 31, 2022 25,161,612 $ 13.45 15,546,806 $ 12.44 26,074,330 $ 12.53 862,275 $ 11.44 Common Units Prior to the Business Combination, certain members of Dyal Capital were entitled to receive rights to distributions of certain future profits (the “Profit Interest Units”) that were subject to certain forfeiture conditions. 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 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 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. Incentive Units The grant date fair value of Incentive Units was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a 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. F-37 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements RSUs RSUs Modified from Liability Award on Business Combination Date On September 15, 2020, the Company issued an award that was based on the fair value of Owl Rock and that was fully vested upon issuance. The original terms of the award required cash settlement at a future date and was, therefore, classified as a liability that was remeasured to its settlement value at each reporting period. The Company recorded compensation expense and a corresponding liability of $ 90.5 million in 2020 related to the award. Prior to and contingent on the close of the Business Combination, the Company modified this award to be settled in 9,050,000 RSUs that were immediately vested but would be settled in Class A Shares in future years. The modification did not result in any incremental compensation expense, as the value immediately prior to modification was greater than the value immediately following the modification. Accordingly, the Company reclassified the existing liability to equity on the Business Combination Date. Other RSUs 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 . 9. 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 14,079 — Investments in the Company's CLOs, at fair value 2,843 — Corporate bonds, at fair value — 1,311 Total $ 317,231 $ 12,143 F-38 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 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). The Company and the products it manages hold a variety of assets and liabilities, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these assets and liabilities. The fair value of these assets and liabilities may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of assets and liabilities that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material. GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the financial assets and liabilities. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value. Financial assets and liabilities measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values: • Level I – Quoted prices that are available in active markets for identical financial assets or liabilities as of the reporting date. • Level II – Valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly market observable as of the measurement date. These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities. • Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability. The inputs into the determination of fair value of financial assets and liabilities in this category may require significant management judgment or estimation. The fair value of these financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable (e.g., cash flows, implied yields). In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs. F-39 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 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 (dollars in thousands) Level I Level II Level III Total 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 Liabilities, at Fair Value TRA liability $ — $ — $ 111,325 $ 111,325 Warrant liability 43,048 — 25,750 68,798 Earnout liability — — 143,800 143,800 Total Liabilities, at Fair Value $ 43,048 $ — $ 280,875 $ 323,923 F-40 Table of Contents 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 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 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 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 Ending Balance $ 111,325 $ 25,750 $ 143,800 $ 280,875 Change in net unrealized losses on liabilities still recognized at the reporting date $ 9,680 $ 16,619 $ — $ 26,299 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. F-41 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements CLOs 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 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. The Company obtains prices from independent pricing services that generally utilize broker quotes and may use various other pricing techniques, which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. TRA Liability The TRA related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows. The remaining TRA liability on the Company’s consolidated and combined statements of financial condition is not measured at fair value. 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 our peer group. The risk-free interest rate is based on U.S. Treasuries for a maturity similar to the expected remaining life of the warrants. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. 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 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. The model incorporates management revenue forecast and makes the following adjustments: historical revenue volatility, risk free rate based on U.S. 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. 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. 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. F-42 Table of Contents 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 Range Weighted Average Impact to Valuation from an Increase in Input Assets CLOs $ 2,843 Discounted cash flow Yield 16 % - 19 % 17 % Decrease Liabilities 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: 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 172,070 Total Liabilities, at Fair Value $ 301,207 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 F-43 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 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. 10. INCOME TAXES 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 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. Further, the amount of income taxes recorded prior to the Business Combination are not representative of the expenses expected in the future. Substantially all of the Company’s income before tax is earned in the United States. The following table presents the components of the Company’s income tax expense (benefit): (dollars in thousands) Year Ended December 31, 2022 2021 2020 Current Income Tax Expense (Benefit) U.S. federal $ — $ — $ — State and local 13,714 716 359 Foreign 853 211 14 14,567 927 373 Deferred Income Tax Expense (Benefit) U.S. federal ( 2,644 ) ( 43,905 ) — State and local ( 20,794 ) ( 22,232 ) ( 475 ) Foreign ( 509 ) ( 1 ) — ( 23,947 ) ( 66,138 ) ( 475 ) Total Income Tax Expense (Benefit) U.S. federal ( 2,644 ) ( 43,905 ) — State and local ( 7,080 ) ( 21,516 ) ( 116 ) Foreign 344 210 14 $ ( 9,380 ) $ ( 65,211 ) $ ( 102 ) F-44 Table of Contents 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: Year Ended December 31, 2022 2021 2020 Statutory rate (1) 21.00 % 21.00 % 4.00 % Income passed through to noncontrolling interest holders - 11.38 % - 14.95 % — % State and local income taxes 9.49 % 0.98 % - 3.73 % Non-deductible compensation expense - 0.53 % - 3.54 % - 0.08 % Other 0.33 % — % - 0.07 % Total Effective Rate 18.91 % 3.49 % 0.12 % (1) The statutory rate presented is using the U.S. 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: (dollars in thousands) December 31, 2022 December 31, 2021 Deferred Tax Assets Basis difference in subsidiaries $ 512,407 $ 439,826 Tax receivable agreement 196,620 158,616 Net operating losses 45,029 36,500 Other 13,534 2,057 Total Deferred Tax Assets $ 767,590 $ 636,999 Deferred Tax Liabilities Goodwill and intangible assets $ 39,521 $ 47,924 Other 12,626 2,413 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 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, 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. In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities. 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, 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. F-45 Table of Contents 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 stockholders’ equity for these amounts. 11. COMMITMENTS AND CONTINGENCIES Tax Receivable Agreement 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. 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. In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions. 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. F-46 Table of Contents 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. In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table. (dollars in thousands) Potential Payments Under the Tax Receivable Agreement 2023 $ 38,112 2024 56,761 2025 70,899 2026 57,188 2027 53,826 Thereafter 659,450 Total Payments 936,236 Less adjustment to fair value for contingent consideration ( 115,276 ) Total TRA Liability $ 820,960 Unfunded Product Commitments 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 In the normal course of business, the Company enters into contracts that contain indemnities or guarantees for related parties of the Company, including the Company’s products, as well as persons acting on behalf of the Company or such related parties and third parties. The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition. As of December 31, 2022, the Company has not had prior claims or losses pursuant to these arrangements. Litigation From time to time, the Company is involved in legal actions in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows. 12. RELATED PARTY TRANSACTIONS The majority of the Company’s revenues, including all management fees and certain administrative, transaction and other fees, are earned from the products it manages, which are related parties of the Company. The Company also has arrangements in place with products that it manages, whereby certain costs are initially paid by the Company and subsequently are reimbursed by the products. These amounts are included within due from related parties in the Company’s consolidated and combined statements of financial condition. F-47 Table of Contents 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 Management fees $ 262,059 $ 168,057 Realized performance income 1,132 10,496 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 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. These administrative fees are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 53.5 million, $ 37.2 million and $ 13.0 million during the years ended December 31, 2022, 2021 and 2020, respectively. Dealer Manager Revenues Dealer manager revenues represent commissions earned from certain of the Company’s products for distribution services provided. These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 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, cash flow or fundraising thresholds. 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 Reimbursements In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates. Personal use of the aircraft is not charged to the Company. 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. F-48 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 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 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. The promissory note matured on December 31, 2020. 13. EARNINGS (LOSS) PER SHARE 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 (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 Contingently issuable shares Unvested RSUs Excluded Treasury stock method Warrants (2) 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 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 Contingently issuable shares If-converted method Earnout Securities (6) 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. 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. F-49 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements (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 securities: Unvested RSUs — — 10,978,491 Warrants — — 10,451,892 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 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. F-50 Table of Contents Blue Owl Capital Inc. (Prior to May 19, 2021, Owl Rock) Notes to Consolidated and Combined Financial Statements 14. SUBSEQUENT EVENTS Dividend On February 13, 2023, the Company announced a cash dividend of $ 0.13 per Class A Share. The dividend is payable on March 6, 2023, to holders of record as of the close of business on February 24, 2023. F-51