BLUE OWL CAPITAL INC. 10-Q

Item 5. Other Information. Rule 10b5-1 Trading Plans During the fiscal quarter ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” Amended and Restated Investor Rights Agreement In connection with the Company’s refinement of the roles and responsibilities within the Company’s product lines, on August 7, 2023 the Company entered into an Amended and Restated Investor Rights Agreement, dated August 7, 2023 (the “A&R IRA”), by and among the Company, the ORC Sellers (as defined therein), the Dyal Sellers (as defined therein), and the other parties from time to time party thereto. Among other things, the A&R IRA (i) amends the authority of the Executive Committee (as defined therein), (ii) makes conforming changes consistent with, or gives effect to, the A&R Rees Employment Agreement (as defined below), and (iii) provides certain information and other approval rights to the Principals and Key Individuals (each, as defined therein). The foregoing description of the A&R IRA does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R IRA included as Exhibit 10.2 to this report and incorporated herein by reference. Amended and Restated Employment Agreement and Restrictive Covenant Agreement On August 7, 2023, the Company entered into an amended and restated employment and restrictive covenant agreement with Michael Rees, the Company’s Co-President and Co-Founder (the “A&R Rees Employment Agreement”). In connection with Mr. Rees’s services as Founder and Head of GP Strategic Capital Business (as defined therein) and Co-President and Co- 31 Table of Contents Founder of the Company, the A&R Rees Employment Agreement, among other things, clarifies that Mr. Rees will be responsible for the GP Strategic Capital Business (as defined therein) (including with regards to its investment, strategic and portfolio management, day-to-day operations, and hiring and compensation of employees within the GP Strategic Capital Business). The A&R Rees Employment Agreement also amends the terms of Mr. Rees’s Additional Compensation (as defined below). Commencing with the current 2023 calendar year, in addition to Mr. Rees’s base salary, Mr. Rees will be entitled to additional compensation in an amount equal to the Applicable Portion (as defined below) over his base salary (the “Additional Compensation”), which will be paid in Quarterly Payments (as defined therein). Mr. Rees has elected to receive his Additional Compensation in the form of equity for the current calendar year through December 31, 2025. For each calendar year thereafter, Mr. Rees will receive his Additional Compensation in cash, unless the Company offers payment in the form of equity, subject to the approvals under the A&R IRA, and Mr. Rees elects accordingly. The Quarterly Payment for the third and fourth fiscal quarters of the 2023 calendar year will be $8,500,000 per quarter. The Applicable Portion amounts to 30% of the GP Strategic Capital Aggregate Compensation Amount (as defined therein) (subject to adjustments), which estimate will be determined in the fourth quarter of each calendar year. In the event that, following such determination, Mr. Rees’s Quarterly Payments are lower than the maximum amount of the Applicable Portion so estimated in respect of a calendar year, Mr. Rees may determine to increase his Quarterly Payment in the fourth quarter up to the maximum amount of the Additional Portion that he may receive in accordance with the terms of the A&R Rees Employment Agreement. If Mr. Rees does not make such a determination, he will receive the lesser amount and any remaining excess amount in respect of the maximum Applicable Portion that Mr. Rees does not elect to be paid will be forfeited for that calendar year. In the event that the aggregate amount of his base salary and the Quarterly Payments exceeds the maximum Applicable Portion for such calendar year, such payments will be subject to certain reimbursement provisions as set forth in the A&R Rees Employment Agreement. In the event that the GP Strategic Capital Aggregate Compensation Amount is greater than the estimated amount for a calendar year, Mr. Rees will receive an amount equal to 30% of such excess or up to the maximum Applicable Portion for such calendar year. Under the A&R Rees Employment Agreement, upon Mr. Rees’s termination of employment for any reason, other than a Disqualifying Termination (as defined therein), subject to certain limitations, Mr. Rees will be paid for each year during the Restricted Period (as defined therein), an amount equal to 30% of the GP Strategic Capital Aggregate Compensation Amount, as well as the Accrued Amounts (as defined therein). The foregoing description of the A&R Rees Employment Agreement and its terms does not purport to be complete and is qualified in its entirety by the terms and conditions of the A&R Employment Agreement, a copy of which is attached hereto as Exhibit 10.3, and incorporated by reference herein. Principals Agreement On August 7, 2023, the Company entered into an agreement (the “Principals Agreement”) with Blue Owl Capital Holdings, LLC (“Blue Owl Capital Holdings”) and each of Douglas Ostrover, Marc Lipschultz, Craig Packer, Alan Kirshenbaum, Marc Zahr, Michael Rees, Sean Ward, and Andrew Laurino (the “Principals”, and together with the Company and Blue Owl Capital Holdings, the “Parties”). Pursuant to the terms of the Principals Agreement, (i) subject to certain sunset provisions and the terms of the A&R IRA, the Principals will not take any action in opposition to any stockholder proposal that is approved and recommended by the board of directors of the Company in accordance with the A&R IRA and (ii) the Parties are subject to certain mutual non-disparagement and release provisions, as well as provisions regarding administrative leave. The Principals Agreement also sets forth certain mutual releases among the Parties. Employment and Restrictive Covenant Agreements The Company previously entered into employment and restrictive covenant agreements, each dated as of December 23, 2020, with each of Douglas Ostrover, the Company’s chief co-executive officer (as amended, the “Ostrover Employment Agreement”) and Marc Lipschultz, the Company’s co-chief executive officer (as amended, the “Lipschultz Employment Agreement”, and together with the Ostrover Employment Agreement and the A&R Rees Employment Agreement, the “Executive Employment Agreements”). Blue Owl Capital Holdings also previously entered into an amended and restated employment and restrictive covenant agreement, dated as of December 29, 2021 with Marc Zahr, the Company’s co-president 32 Table of Contents (as amended, the “Zahr Employment Agreement”, and together with the Executive Employment Agreements, the “Employment Agreements”). Pursuant to the terms of the Principals Agreement, the Company and Messrs. Ostrover, Lipschultz, Rees and Zahr have agreed to expand Company’s rights to cease, forfeit and recover the Continued Compensation (as defined in the Employment Agreements), in the event that the applicable executive breaches or takes an action prohibited by Section 1 of Exhibit A of such executive’s Employment Agreement during the Restricted Period (as defined in each Executive Employment Agreement) or Non-Compete Restricted Period or the Restricted Period (each as defined in the Zahr Employment Agreement), as applicable and such breach or prohibited action is not cured within twenty days following written notice by the Company. Except as specifically modified or amended by the terms of the Principals Agreement, the Employment Agreements and all provisions contained therein remain in full force and effect. The foregoing description of the Principals Agreement and its terms does not purport to be complete and is qualified in its entirety by the terms and conditions of the Principals Agreement, a copy of which is attached hereto as Exhibit 10.4, and incorporated by reference herein. Item 6. Exhibits See Exhibit Index on the following page. 33 Table of Contents Exhibit Index Exhibit Number Description 3.1 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) 3.2 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 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) 4.2 * Fourth Supplemental Indenture dated as of May 26, 2023 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 4.3 * Form of 7.397% Senior Note due 2028 (included in Exhibit 4.2 hereto) 10.1 First Amendment to the Amended and Restated Credit Agreement, dated as of June 29, 2023, 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 29, 2023) 10.2 * Amended and Restated Investor Rights Agreement, dated as of August 7, 2023, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto, and the other parties from time to time party thereto 10.3 *† Amended and Restated Employment and Restrictive Covenant Agreement, dated as of August 7, 2023, by and between Blue Owl Capital Inc. and Michael D. Rees 10.4 *† Principals Agreement, dated as of August 7, 2023, by and among Blue Owl Capital Inc. and each of Douglas Ostrover, Marc Lipschultz, Craig Packer, Alan Kirshenbaum, Marc Zahr, Michael Rees, Sean Ward, and Andrew Laurino 31.1 * Certification of the Co-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 Co-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 31.3 * 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 Co-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 Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3 ** 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 June 30, 2023 and December 31, 2022, (ii) the Consolidated and Combined Statements of Operations for the three and six months ended June 30, 2023 and 2022, (iii) the Consolidated and Combined Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022, (iv) the Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2023 and 2022, and (v) the Notes to the Consolidated and Combined Financial Statements 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** 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 † The Company has redacted provisions or terms of this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request. 34 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 7, 2023 Blue Owl Capital Inc. By: /s/ Alan Kirshenbaum Alan Kirshenbaum Chief Financial Officer 35 Table of Contents INDEX TO FINANCIAL STATEMENTS Page Consolidated and Combined Statements of Financial Condition as of June 30, 2023 and December 31, 2022 F- 2 Consolidated and Combined Statements of Operations for the three and six months ended June 30, 2023 and 2022 F- 3 Consolidated and Combined Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 F- 4 Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2023 and 2022 F- 6 Notes to Consolidated and Combined Financial Statements F- 7 F-1 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Financial Condition (Unaudited) (Dollars in Thousands, Except Per Share Data) June 30, 2023 December 31, 2022 Assets Cash and cash equivalents $ 41,321 $ 68,079 Due from related parties 336,170 357,921 Investments (includes $ 55,415 and $ 16,922 at fair value and $ 360,581 and $ 315,304 of investments in the Company’s products, respectively) 361,917 317,231 Operating lease assets 276,469 224,411 Strategic Revenue-Share Purchase consideration, net 438,400 457,939 Deferred tax assets 759,772 757,234 Intangible assets, net 2,218,614 2,405,422 Goodwill 4,205,159 4,205,159 Other assets, net 114,044 99,679 Total Assets $ 8,751,866 $ 8,893,075 Liabilities Debt obligations, net $ 1,754,969 $ 1,624,771 Accrued compensation 217,188 309,644 Operating lease liabilities 302,672 239,844 TRA liability (includes $ 112,830 and $ 120,587 at fair value, respectively) 836,331 820,960 Warrant liability, at fair value 10,050 8,550 Earnout liability, at fair value 89,338 172,070 Deferred tax liabilities 36,063 41,791 Accounts payable, accrued expenses and other liabilities 133,735 126,559 Total Liabilities 3,380,346 3,344,189 Commitments and Contingencies (Note 11) Stockholders’ Equity Class A Shares, par value $ 0.0001 per share, 2,500,000,000 authorized, 454,557,594 and 445,131,351 issued and outstanding, respectively 45 45 Class C Shares, par value $ 0.0001 per share, 1,500,000,000 authorized, 633,520,277 and 629,402,505 issued and outstanding, respectively 63 63 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 2,359,830 2,293,903 Accumulated deficit ( 788,525 ) ( 689,345 ) Total Stockholders’ Equity Attributable to Blue Owl Capital Inc. 1,571,445 1,604,698 Stockholders’ equity attributable to noncontrolling interests 3,800,075 3,944,188 Total Stockholders’ Equity 5,371,520 5,548,886 Total Liabilities and Stockholders’ Equity $ 8,751,866 $ 8,893,075 The accompanying notes are an integral part of these consolidated and combined financial statements. F-2 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Operations (Unaudited) (Dollars in Thousands, Except Per Share Data) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues Management fees, net (includes Part I Fees of $ 91,938 , $ 46,346 , $ 177,802 and $ 93,085 respectively) $ 371,829 $ 284,325 $ 730,654 $ 531,957 Administrative, transaction and other fees 45,108 42,921 76,763 71,266 Realized performance income — — 506 — Total Revenues, Net 416,937 327,246 807,923 603,223 Expenses Compensation and benefits 208,281 218,118 405,899 412,010 Amortization of intangible assets 115,917 64,885 186,808 126,411 General, administrative and other expenses 51,482 54,389 107,616 97,683 Total Expenses 375,680 337,392 700,323 636,104 Other Income (Loss) Net gains (losses) on investments 3,030 ( 123 ) 3,642 ( 118 ) Interest expense, net ( 13,568 ) ( 15,051 ) ( 27,141 ) ( 27,885 ) Change in TRA liability 10,116 1,370 8,152 ( 8,282 ) Change in warrant liability 450 20,723 ( 1,500 ) 38,481 Change in earnout liability ( 1,844 ) ( 208 ) ( 2,838 ) ( 704 ) Total Other Income (Loss) ( 1,816 ) 6,711 ( 19,685 ) 1,492 Income (Loss) Before Income Taxes 39,441 ( 3,435 ) 87,915 ( 31,389 ) Income tax expense 5,402 5,631 11,842 593 Consolidated and Combined Net Income (Loss) 34,039 ( 9,066 ) 76,073 ( 31,982 ) Net (income) loss attributable to noncontrolling interests ( 21,180 ) 7,940 ( 54,897 ) 19,041 Net Income (Loss) Attributable to Blue Owl Capital Inc. $ 12,859 $ ( 1,126 ) $ 21,176 $ ( 12,941 ) Earnings (Loss) per Class A Share Basic $ 0.03 $ 0.00 $ 0.05 $ ( 0.03 ) Diluted $ 0.02 $ 0.00 $ 0.04 $ ( 0.03 ) Weighted-Average Class A Shares Basic (1) 459,396,686 422,631,967 457,801,762 419,896,221 Diluted 1,430,966,523 1,407,843,503 1,430,462,269 419,896,221 (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-3 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Changes in Stockholders’ Equity (Unaudited) (Dollars in Thousands, Except Per Share Data) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Class A Shares Par Value Beginning balance $ 45 $ 41 $ 45 $ 40 Class C Shares and Common Units exchanged for Class A Shares — 1 — 2 Ending Balance $ 45 $ 42 $ 45 $ 42 Class C Shares Par Value Beginning balance $ 64 $ 67 $ 63 $ 67 Settlement of Oak Street Earnout Units — — 1 — Class C Shares and Common Units exchanged for Class A Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Ending Balance $ 63 $ 66 $ 63 $ 66 Class D Shares Par Value Beginning balance $ 32 $ 32 $ 32 $ 32 Ending Balance $ 32 $ 32 $ 32 $ 32 Additional Paid-in Capital Beginning balance $ 2,328,516 $ 2,166,232 $ 2,293,903 $ 2,160,934 Equity classified contingent consideration in connection with Wellfleet Acquisition ( 969 ) — ( 969 ) — Deferred taxes on capital transactions 18,213 33,351 10,160 42,990 TRA liability on capital transactions ( 22,535 ) ( 40,897 ) ( 23,523 ) ( 55,765 ) Exercise of warrants — — — 2 Equity-based compensation 3,055 4,959 7,563 7,740 Withholding taxes on vested RSUs ( 160 ) ( 179 ) ( 1,555 ) ( 393 ) Class A Share repurchases — — — ( 24,238 ) Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 33,710 50,808 74,251 83,004 Ending Balance $ 2,359,830 $ 2,214,274 $ 2,359,830 $ 2,214,274 Accumulated Deficit Beginning balance $ ( 738,949 ) $ ( 549,826 ) $ ( 689,345 ) $ ( 497,506 ) Cash dividends declared on Class A Shares ( 62,435 ) ( 40,775 ) ( 120,356 ) ( 81,280 ) Comprehensive income (loss) 12,859 ( 1,126 ) 21,176 ( 12,941 ) Ending Balance $ ( 788,525 ) $ ( 591,727 ) $ ( 788,525 ) $ ( 591,727 ) Total Stockholders' Equity Attributable to Blue Owl Capital Inc. $ 1,571,445 $ 1,622,687 $ 1,571,445 $ 1,622,687 Stockholders’ Equity Attributable to Noncontrolling Interests Beginning balance $ 3,879,630 $ 4,128,298 $ 3,944,188 $ 4,184,003 Equity-based compensation 61,075 90,132 125,880 174,150 Contributions 9,952 5,630 19,777 10,761 Distributions ( 137,800 ) ( 100,566 ) ( 267,158 ) ( 201,604 ) Withholding taxes on vested RSUs ( 253 ) ( 395 ) ( 3,259 ) ( 914 ) Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership ( 33,709 ) ( 50,808 ) ( 74,250 ) ( 83,004 ) Comprehensive income (loss) 21,180 ( 7,940 ) 54,897 ( 19,041 ) Ending Balance $ 3,800,075 $ 4,064,351 $ 3,800,075 $ 4,064,351 Total Stockholders' Equity $ 5,371,520 $ 5,687,038 $ 5,371,520 $ 5,687,038 Cash Dividends Paid per Class A Share $ 0.14 $ 0.10 $ 0.27 $ 0.20 F-4 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Changes in Stockholders’ Equity (Unaudited) (Dollars in Thousands, Except Per Share Data) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Number of Class A Shares Beginning balance 445,872,226 407,639,908 445,131,351 404,919,411 Class A Share repurchases — — — ( 2,000,000 ) Shares delivered on vested RSUs 81,917 124,148 506,850 225,270 Class C Shares and Common Units exchanged for Class A Shares 8,603,451 12,338,436 8,919,393 16,957,611 Exercise of warrants — — — 200 Ending Balance 454,557,594 420,102,492 454,557,594 420,102,492 Number of Class C Shares Beginning balance 642,123,728 670,147,025 629,402,505 674,766,200 Class C Shares and Common Units exchanged for Class A Shares ( 8,603,451 ) ( 12,338,436 ) ( 8,919,393 ) ( 16,957,611 ) Settlement of Oak Street Earnout Units — — 13,037,165 — Ending Balance 633,520,277 657,808,589 633,520,277 657,808,589 Number of Class D Shares Beginning balance 319,132,127 319,132,127 319,132,127 319,132,127 Ending Balance 319,132,127 319,132,127 319,132,127 319,132,127 The accompanying notes are an integral part of these consolidated and combined financial statements. F-5 Table of Contents Blue Owl Capital Inc. Consolidated and Combined Statements of Cash Flows (Unaudited) (Dollars in Thousands) Six Months Ended June 30, 2023 2022 Cash Flows from Operating Activities Consolidated and combined net income (loss) $ 76,073 $ ( 31,982 ) Adjustments to reconcile consolidated and combined net income (loss) to net cash from operating activities: Amortization of intangible assets 186,808 126,411 Equity-based compensation 144,101 201,286 Depreciation and amortization of fixed assets 4,503 459 Amortization of debt discounts and deferred financing costs 2,260 2,150 Amortization of investment discounts and premiums — 12 Non-cash lease expense 10,771 2,884 Payment of earnout liability in excess of acquisition-date fair value ( 7,406 ) — Net gains on investments, net of dividends ( 3,642 ) 118 Change in TRA liability ( 8,152 ) 8,282 Change in warrant liability 1,500 ( 38,481 ) Change in earnout liability 2,838 704 Deferred income taxes 1,889 ( 3,840 ) Changes in operating assets and liabilities: Due from related parties 21,751 ( 51,976 ) Strategic Revenue-Share Purchase consideration 19,539 17,844 Other assets, net ( 987 ) 759 Accrued compensation ( 99,928 ) ( 11,036 ) Accounts payable, accrued expenses and other liabilities 7,176 21,900 Net Cash Provided by Operating Activities 359,094 245,494 Cash Flows from Investing Activities Purchases of fixed assets ( 15,853 ) ( 27,839 ) Purchases of investments ( 49,684 ) ( 34,992 ) Proceeds from investment sales and maturities 8,641 2,174 Cash consideration paid for acquisitions, net of cash consideration received — ( 114,454 ) Net Cash Used in Investing Activities ( 56,896 ) ( 175,111 ) Cash Flows from Financing Activities Proceeds from debt obligations 604,802 395,060 Debt issuance costs ( 5,777 ) ( 8,531 ) Repayments of debt obligations, including retirement costs ( 474,998 ) ( 153,000 ) Payment of earnout liability up to acquisition-date fair value ( 79,134 ) — Equity-classified RSUs settled in cash ( 3,186 ) — Withholding taxes on vested RSUs ( 4,814 ) ( 1,307 ) Dividends paid on Class A Shares ( 120,356 ) ( 81,280 ) Proceeds from exercise of warrants — 2 Class A Share repurchases — ( 24,238 ) Contributions from noncontrolling interests 21,665 10,678 Distributions to noncontrolling interests ( 267,158 ) ( 201,604 ) Net Cash Used in Financing Activities ( 328,956 ) ( 64,220 ) Net Increase (Decrease) in Cash and Cash Equivalents ( 26,758 ) 6,163 Cash and cash equivalents, beginning of period 68,079 42,567 Cash and Cash Equivalents, End of Period $ 41,321 $ 48,730 Supplemental Information Cash paid for interest $ 35,135 $ 18,823 Cash paid for income taxes $ 9,249 $ 1,882 The accompanying notes are an integral part of these consolidated and combined financial statements. F-6 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 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 Credit, GP Strategic Capital and Real Estate platforms 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 the combined businesses of Owl Rock Capital Group LLC and Blue Owl Securities LLC (“Owl Rock”) (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 (“Securities”). Oak Street Acquisition On December 29, 2021, the Company completed its acquisition of Blue Owl Real Estate Capital, LLC (f/k/a 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 Blue Owl Liquid Credit Partners (f/k/a 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”). F-7 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 Registrant’s Capital Structure The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of June 30, 2023: June 30, 2023 Class A Shares 454,557,594 Class C Shares 633,520,277 Class D Shares 319,132,127 RSUs 25,464,881 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 June 30, 2023, 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 June 30, 2023, 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 June 30, 2023. 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. 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 and the Company’s Annual Report for additional information. Warrants —In connection with the Business Combination, the Company issued warrants to purchase Class A Shares at a price of $ 11.50 per share. 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. F-8 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 Blue Owl Operating Partnerships’ Capital Structure The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of June 30, 2023, which interests are collectively referred to as “Blue Owl Operating Group Units”: Units June 30, 2023 GP Units 454,557,594 Common Units 952,652,404 Incentive Units 34,013,081 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. Share Repurchases, RSUs Withheld for Tax Withholding and Warrants Redeemed The following table presents share repurchase activity and RSUs withheld to satisfy tax withholding obligations during each of the indicated periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Number of shares purchased pursuant to the Programs — — — 2,000,000 Number of RSUs withheld to satisfy tax withholding obligations 39,640 50,189 358,946 107,170 F-9 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 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 three months ended September 30, 2022 were $ 0.2 million. Acquisitions-Related Earnouts 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. In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout. The Second Oak Street Earnout (as defined in Note 3 to the financial statements in the Company’s Annual Report), including the delivery of 13,037,165 Common Units, is payable in January 2024. See Note 3 to the financial statements in the Company’s Annual Report 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”). In April 2023, the Company modified the Wellfleet Earnout Shares arrangement, such that the settlement of the Wellfleet Earnout Shares would be in cash at each payment date, including the settlement of the First Wellfleet Earnouts (as defined in Note 3 to the financial statements in the Company’s Annual Report) during the second quarter of 2023. See Note 3 to the financial statements in the Company’s Annual Report 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. F-10 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited, interim, 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 (loss) (i.e., the Company has no other comprehensive income). These interim Financial Statements should be read in conjunction with the annual report for the year ended December 31, 2022, filed with the SEC on Form 10-K (“Annual Report”). 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. For details about Blue Owl’s significant accounting policies and accounting updates adopted in the prior year, see Note 2 to the financial statements in the Company’s Annual Report. During the six months ended June 30, 2023, there were no material updates to Blue Owl’s significant accounting policies. 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. 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-11 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 3. INTANGIBLE ASSETS, NET The following table summarizes the Company’s intangible assets, net: (dollars in thousands) June 30, 2023 December 31, 2022 Remaining Weighted-Average Amortization Period as of June 30, 2023 Intangible assets, gross: Investment management agreements $ 2,222,320 $ 2,222,320 12.1 years Investor relationships 459,500 459,500 9.2 years Trademarks (1) 94,400 94,400 0.0 years Total intangible assets, gross 2,776,220 2,776,220 Accumulated amortization: Investment management agreements ( 381,270 ) ( 290,816 ) Investor relationships ( 81,936 ) ( 60,630 ) Trademarks ( 94,400 ) ( 19,352 ) Total accumulated amortization ( 557,606 ) ( 370,798 ) Total Intangible Assets, Net $ 2,218,614 $ 2,405,422 (1) As a result of certain corporate actions taken during the first quarter of 2023, the estimated useful lives of acquired trademarks were updated. The remaining unamortized balances were expensed as of June 30, 2023. The following table presents expected future amortization of finite-lived intangible assets as of June 30, 2023: (dollars in thousands) Period Amortization July 1, 2023 to December 31, 2023 $ 112,913 2024 223,942 2025 219,739 2026 205,907 2027 191,731 Thereafter 1,264,382 Total $ 2,218,614 4. DEBT OBLIGATIONS, NET The following tables summarize outstanding debt obligations of the Company: June 30, 2023 (dollars in thousands) Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value 2028 Notes 5/26/2028 $ 59,800 $ 59,800 $ — $ 58,679 2031 Notes 6/10/2031 700,000 700,000 — 686,319 2032 Notes 2/15/2032 400,000 400,000 — 392,279 2051 Notes 10/7/2051 350,000 350,000 — 337,692 Revolving Credit Facility 6/29/2028 1,550,000 280,000 1,263,339 280,000 Total $ 3,059,800 $ 1,789,800 $ 1,263,339 $ 1,754,969 F-12 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 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 2028 Notes In May 2023, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 59.8 million aggregate principal amount of 7.397 % Senior Notes due 2028 (the “2028 Notes”). The 2028 Notes bear interest at a fixed rate of 7.397 % per annum and mature on May 26, 2028. Interest on the 2028 Notes is payable semi-annually in arrears on May 26 and November 26 of each year. The 2028 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 2028 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 26, 2028, the redemption price for the 2028 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 2028 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 2028 Notes also provide for customary events of default and acceleration. Revolving Credit Facility On December 7, 2021, the Company entered into a revolving credit facility (the “Revolving Credit Facility”), which was amended in June 2023 to increase total borrowing capacity to $ 1.6 billion and extend the maturity date to June 29, 2028. Amounts available for the Revolving Credit Facility presented in the tables above are reduced by outstanding letters of credit related to certain leases. The borrowing rates for balances outstanding under the Revolving Credit Facility as of June 30, 2023 and December 31, 2022, were 8.10 % and 6.02 %, respectively. Of the amount borrowed under the Revolving Credit Facility as of June 30, 2023, $ 225 million was repaid subsequent to quarter end. For a description of terms of the other debt obligations presented in the tables above as well as related financial covenants, see Note 4 to the financial statements in the Company’s Annual Report. 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) Three Months Ended June 30, Six Months Ended June 30, Lease Cost 2023 2022 2023 2022 Operating lease cost $ 9,155 $ 3,661 $ 17,326 $ 7,112 Short term lease cost 66 491 128 806 Net Lease Cost $ 9,221 $ 4,152 $ 17,454 $ 7,918 F-13 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 (dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, Supplemental Lease Cash Flow Information 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,531 $ 3,027 $ 6,683 $ 5,034 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 41,856 $ 1,290 $ 77,789 $ 4,273 Lease Term and Discount Rate June 30, 2023 December 31, 2022 Weighted-average remaining lease term: Operating leases 13.0 years 13.0 years Weighted-average discount rate: Operating leases 5.3 % 4.0 % (dollars in thousands) Future Maturity of Operating Lease Payments Operating Leases July 1, 2023 to December 31, 2023 $ 8,427 2024 7,153 2025 33,166 2026 35,829 2027 35,382 Thereafter 326,850 Total Lease Payments 446,807 Imputed interest ( 144,135 ) Total Lease Liabilities $ 302,672 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 $ 30.5 million related to leases that have not commenced that were entered into as of June 30, 2023. 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 2025 and continue for approximately 13 years. F-14 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 6. REVENUES The following table presents a disaggregated view of the Company’s revenues: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2023 2022 2023 2022 Credit Strategies Diversified lending $ 155,086 $ 108,909 $ 301,181 $ 214,361 Technology lending 48,097 23,803 95,787 46,833 First lien lending 4,748 3,973 9,233 7,654 Opportunistic lending 2,475 2,730 4,875 4,271 Liquid credit 6,136 6,295 13,654 6,295 Management Fees, Net 216,542 145,710 424,730 279,414 Administrative, transaction and other fees 32,833 35,653 52,924 60,875 Total GAAP Revenues - Credit Strategies 249,375 181,363 477,654 340,289 GP Strategic Capital Strategies GP minority stakes 130,424 124,434 260,720 226,534 GP debt financing 3,626 3,366 7,377 6,458 Professional sports minority stakes 565 513 967 1,013 Strategic Revenue-Share Purchase consideration amortization ( 9,770 ) ( 8,922 ) ( 19,539 ) ( 17,844 ) Management Fees, Net 124,845 119,391 249,525 216,161 Administrative, transaction and other fees 9,200 7,268 17,605 10,391 Total GAAP Revenues - GP Strategic Capital Strategies 134,045 126,659 267,130 226,552 Real Estate Strategies Net lease 30,442 19,224 56,399 36,382 Management Fees, Net 30,442 19,224 56,399 36,382 Administrative, transaction and other fees 3,075 — 6,234 — Realized performance income — — 506 — Total GAAP Revenues - Real Estate Strategies 33,517 19,224 63,139 36,382 Total GAAP Revenues $ 416,937 $ 327,246 $ 807,923 $ 603,223 F-15 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 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. Six Months Ended June 30, (dollars in thousands) 2023 2022 Management Fees Receivable Beginning balance $ 262,059 $ 168,057 Ending balance $ 220,678 $ 209,944 Administrative, Transaction and Other Fees Receivable Beginning balance $ 44,060 $ 19,535 Ending balance $ 35,639 $ 24,741 Realized Performance Income Receivable Beginning balance $ 1,132 $ 10,496 Ending balance $ — $ — Unearned Management Fees Beginning balance $ 9,389 $ 10,299 Ending balance $ 8,545 $ 9,826 The table below presents the changes in the Company’s Strategic Revenue-Share Purchase consideration. The consideration paid in 2021, 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 and combined statements of operations over a weighted-average period of 12 years, which represents the average period over which the related customer revenues are expected to be recognized. Six Months Ended June 30, (dollars in thousands) 2023 2022 Beginning Balance $ 457,939 $ 495,322 Amortization ( 19,539 ) ( 17,844 ) Ending Balance $ 438,400 $ 477,478 F-16 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 7. OTHER ASSETS, NET (dollars in thousands) June 30, 2023 December 31, 2022 Fixed assets, net: Leasehold improvements $ 73,301 $ 61,741 Furniture and fixtures 12,175 10,922 Computer hardware and software 6,209 3,171 Accumulated depreciation and amortization ( 9,151 ) ( 4,644 ) Fixed assets, net 82,534 71,190 Receivables 9,884 11,935 Prepaid expenses 6,919 6,099 Unamortized debt issuance costs on revolving credit facilities 10,244 6,328 Other assets 4,463 4,127 Total $ 114,044 $ 99,679 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, as amended (“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 32,412,672 remain available as of June 30, 2023. 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. Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2023 2022 2023 2022 Acquisition related Oak Street Earnout Units $ 20,089 $ 61,328 $ 39,957 $ 121,982 Wellfleet Earnout Shares 808 811 1,619 811 Total acquisition related 20,897 62,139 41,576 122,793 Incentive Units 37,372 34,164 76,846 61,326 RSUs 12,557 8,382 25,679 17,167 Equity-Based Compensation Expense $ 70,826 $ 104,685 $ 144,101 $ 201,286 Corresponding tax benefit $ 230 $ 152 $ 472 $ 304 Fair value of RSUs settled in Class A Shares $ 850 $ 1,459 $ 6,706 $ 2,759 Fair value of RSUs withheld to satisfy tax withholding obligations $ 414 $ 574 $ 4,814 $ 1,307 F-17 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 Wellfleet Earnout Shares Modification In April 2023, the Company modified its purchase agreement with the Wellfleet sellers, such that Wellfleet Earnout Shares will be delivered in cash in lieu of Wellfleet Earnout Shares. As a result of the modification, the Second and Third Wellfleet Earnout Shares were changed from equity-classified to liability-classified on the modification date with the liability recorded at fair value at each reporting period, with the related expense subject to a floor equal to the original grant date fair value. The First Wellfleet Earnout that vested in April 2023 and that was cash settled was treated as a cash settlement of an equity-classified arrangement. 9. INVESTMENTS AND FAIR VALUE DISCLOSURES The following table presents the components of the Company’s investments: (dollars in thousands) June 30, 2023 December 31, 2022 Loans, at amortized cost (includes $ 257,500 and $ 252,225 of investments in the Company’s products, respectively) $ 258,836 $ 254,152 Equity investments in the Company's products, equity method 47,666 46,157 Equity investments in the Company's products, at fair value 52,985 14,079 Investments in the Company's CLOs, at fair value 2,430 2,843 Total $ 361,917 $ 317,231 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. F-18 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 • 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. The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022: June 30, 2023 (dollars in thousands) Level I Level II Level III Total Investments, at Fair Value Equity investments in the Company's products $ — $ 52,985 $ — $ 52,985 CLOs — — 2,430 2,430 Total Assets, at Fair Value $ — $ 52,985 $ 2,430 $ 55,415 Liabilities, at Fair Value TRA liability $ — $ — $ 112,830 $ 112,830 Warrant liability — — 10,050 10,050 Earnout liability — 586 88,752 89,338 Total Liabilities, at Fair Value $ — $ 586 $ 211,632 $ 212,218 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 F-19 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 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 loss in the consolidated and combined statements of operations. There were no transfers in or out of Level III. The following table sets forth a summary of changes in the fair value of the Level III measurements for the three and six months ended June 30, 2023 and 2022: (dollars in thousands) Level III Assets Investment in CLOs Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Beginning balance $ 2,678 $ — $ 2,843 $ — Net gains (losses) ( 248 ) — ( 413 ) — Ending Balance $ 2,430 $ — $ 2,430 $ — Change in net unrealized gains (losses) on assets still recognized at the reporting date $ ( 248 ) $ — $ ( 413 ) $ — Three Months Ended June 30, 2023 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 122,951 $ 10,500 $ 91,814 $ 225,265 Settlements — — ( 5,000 ) ( 5,000 ) Net (gains) losses ( 10,121 ) ( 450 ) 1,938 ( 8,633 ) Ending Balance $ 112,830 $ 10,050 $ 88,752 $ 211,632 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 10,121 ) $ ( 450 ) $ 1,935 $ ( 8,636 ) Six Months Ended June 30, 2023 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 120,587 $ 8,550 $ 172,070 $ 301,207 Settlements — — ( 86,250 ) ( 86,250 ) Net (gains) losses ( 7,757 ) 1,500 2,932 ( 3,325 ) Ending Balance $ 112,830 $ 10,050 $ 88,752 $ 211,632 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 7,757 ) $ 1,500 $ 2,808 $ ( 3,449 ) F-20 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 Three Months Ended June 30, 2022 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 120,978 $ 18,800 $ 144,296 $ 284,074 Issuances — — 14,751 14,751 Net (gains) losses ( 1,370 ) ( 7,706 ) 208 ( 8,868 ) Ending Balance $ 119,608 $ 11,094 $ 159,255 $ 289,957 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 1,370 ) $ ( 7,706 ) $ 208 $ ( 8,868 ) Six Months Ended June 30, 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 — — 14,751 14,751 Net losses (gains) 8,283 ( 14,656 ) 704 ( 5,669 ) Ending Balance $ 119,608 $ 11,094 $ 159,255 $ 289,957 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 8,283 $ ( 14,656 ) $ 704 $ ( 5,669 ) 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. 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. F-21 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 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 As of June 30, 2023 and December 31, 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 Oak Street Acquisition and Wellfleet Acquisition, respectively. The fair value of the Oak Street Cash Earnout was determined using a discounted cash flow model as of June 30, 2023 and a Monte Carlo simulation model as of December 31, 2022. During the three months ended June 30, 2023, the quarterly management fee trigger event associated with the Second Oak Street Earnout was met, as a result, the Company changed the valuation technique to a discounted cash flow model, as historical revenue volatility is no longer relevant to the analysis and only the passage of time remains an input to the fair value. The Monte Carlo simulation model incorporated management’s revenue forecast and made 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 Wellfleet Earnouts, which are primarily comprised of future contingent cash payments, was determined using a discounted cash flow model. F-22 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of June 30, 2023: (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input Assets CLOs $ 2,430 Discounted cash flow Yield 18 % - 22 % 20 % Decrease Liabilities TRA liability $ 112,830 Discounted cash flow Discount Rate 11 % - 11 % 11 % Decrease Warrant liability 10,050 Monte Carlo Simulation Volatility 30 % - 30 % 30 % Increase Earnout liability: Oak Street Earnouts 79,822 Discounted cash flow Discount Rate 16 % 16 % 16 % Decrease Wellfleet Earnouts 8,930 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease 88,752 Total Liabilities, at Fair Value $ 211,632 F-23 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 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 Fair Value of Other Financial Instruments As of June 30, 2023, the fair value of the Company’s debt obligations was approximately $ 1.4 billion compared to a carrying value of $ 1.8 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 June 30, 2023, and such fair value measurements are categorized as Level III within the fair value hierarchy. 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. 10. INCOME TAXES The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the balance sheet date. The estimates used to compute the provision for income taxes may change throughout the year as new events occur, additional information is obtained or as tax laws and regulations change. Accordingly, the effective tax rate for future interim periods may vary materially. F-24 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 The Registrant is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. federal and state and local corporate-level income taxes on its share of taxable income from the Blue Owl Operating Group. Further, the Registrant’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of 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. 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, are partnerships for U.S. federal income tax purposes and taxable entities for certain state and local taxes, such as New York City and Connecticut UBT. The Company had an effective tax rate of 13.7 % and 13.5 % for the three and six months ended June 30, 2023, respectively, and - 163.9 % and - 1.9 % for the three and six months ended June 30, 2022, respectively. The effective tax rates differed from the statutory rate primarily due to the portion of income allocated to noncontrolling interests, nondeductible compensation and state and local taxes. The Company regularly evaluates the realizability of its deferred tax asset and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized. As of June 30, 2023, 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 may 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. In connection with and subsequent to the Business Combination, the Company recorded to additional paid-in capital various adjustments to deferred tax assets and liabilities, as well as related impacts to the TRA liability, related to capital transactions. 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 may 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-25 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 The table below presents management’s estimate as of June 30, 2023, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings. In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table. (dollars in thousands) Potential Payments Under the Tax Receivable Agreement July 1, 2023 to December 31, 2023 $ — 2024 30,264 2025 52,639 2026 53,720 2027 79,002 Thereafter 743,738 Total Payments 959,363 Less adjustment to fair value for contingent consideration ( 123,032 ) Total TRA Liability $ 836,331 Unfunded Product Commitments As of June 30, 2023, the Company had unfunded investment commitments to its products of $ 36.5 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 June 30, 2023, 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-26 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 (dollars in thousands) June 30, 2023 December 31, 2022 Management fees $ 220,678 $ 262,059 Realized performance income — 1,132 Administrative fees 35,639 44,060 Other expenses paid on behalf of the Company’s products and other related parties 79,853 50,670 Due from Related Parties $ 336,170 $ 357,921 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 $ 14.4 million and $ 28.2 million during the three and six months ended June 30, 2023, respectively, and $ 14.2 million and $ 23.3 million during the three and six months ended June 30, 2022, 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 $ 10.2 million and $ 19.0 million during the three and six months ended June 30, 2023, respectively, and $ 6.6 million and $ 12.5 million during the three and six months ended June 30, 2022, 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 $( 3.1 ) million and $( 5.0 ) million for the three and six months ended June 30, 2023, respectively, and $ 5.7 million and $ 12.7 million for the three and six months ended June 30, 2022, 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 $ 0.5 million and $ 1.4 million for the three and six months ended June 30, 2023, respectively, and $ 0.8 million and $ 1.1 million for the three and six months ended June 30, 2022, 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 June 30, 2023, $ 250.0 million was outstanding under the promissory note and the Company recorded $ 4.4 million and $ 8.5 million of interest income for the three and six months ended June 30, 2023, respectively, and $ 0 for the three and six months ended June 30, 2022. Interest is payable monthly in arrears and may be settled in cash or equity in the related product. Any unpaid principal balance and unpaid accrued interest is payable on demand upon 120 days written notice by the Company. F-27 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 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 June 30, 2023, $ 7.5 million was outstanding under the promissory note and the Company recorded $ 0.2 million and $ 0.3 million of interest income for the three and six months ended June 30, 2023, respectively, and $ 0 for the three and six months ended June 30, 2022. 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 (3) Excluded Excluded Contingent consideration-classified Wellfleet Earnout Shares (3) Excluded Excluded 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 (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 10,645,848 and 10,690,912 for the three and six months ended June 30, 2023, and 10,841,191 and 10,884,403 for the three and six months ended June 30, 2022. (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) During the second quarter of 2023, the Company modified the Wellfleet Earnout Shares arrangement such that settlement of the Wellfleet Earnout Shares would be in cash at each payment date. As a result of the modification, Wellfleet Earnout Shares are excluded from basic and diluted earnings (loss) per share for the three months ended June 30, 2023. As of June 30, 2022, the Wellfleet Triggering Events with respect to the Wellfleet Earnout Shares had not occurred, and therefore such shares have not been included in the calculation of basic earnings (loss) per share for the three and six months ended June 30, 2022. However, had June 30, 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 three and six months ended June 30, 2022, as if such shares were outstanding from the date of the Wellfleet Acquisition. (4) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into Class A Shares as of the beginning of the period. F-28 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 (5) As of June 30, 2023, the Oak Street Triggering Events with respect to the Second Oak Street Earnout Units had not occurred nor are these units issuable by the Registrant (they would be issued as Common Units of the Blue Owl Operating Group), and therefore such units have not been included in the calculation of basic earnings (loss) per share for the three and six months ended June 30, 2023. As of June 30, 2022, the Oak Street Triggering Events with respect the First and Second Oak Street Earnout Units had not occurred nor are these units issuable by the Registrant (they would be issued as Common Units of the Blue Owl Operating Group), and therefore such units have not been included in the calculation of basic earnings (loss) per share for the three and six months ended June 30, 2022. However, had June 30, 2023, also been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have occurred, and therefore the Second Oak Street Earnout Units have been included in the calculation of diluted earnings (loss) per share for the three and six months ended June 30, 2023. Had June 30, 2022, also been been the end of the contingency period for the First and Second Oak Street Earnout Units, the Oak Street Triggering Events would not yet have occurred, and therefore the First and Second Oak Street Earnout Units have not been included in the calculation of diluted earnings (loss) per share for the three and six months ended June 30, 2022. Three Months Ended June 30, 2023 Net Income Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per Class A Share Weighted-Average Number of Antidilutive Instruments (dollars in thousands, except per share amounts) Basic $ 12,859 459,396,686 $ 0.03 Effect of dilutive securities: Unvested RSUs — 4,821,670 — Warrants — — 5,000,000 Vested Common Units 12,854 958,419,552 — Vested Incentive Units — — 8,288,243 Unvested Incentive Units — — 24,913,535 Oak Street Earnout Units — 8,328,615 — Diluted $ 25,713 1,430,966,523 $ 0.02 Six Months Ended June 30, 2023 Net Loss Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per Class A Share Weighted-Average Number of Antidilutive Instruments (dollars in thousands, except per share amounts) Basic $ 21,176 457,801,762 $ 0.05 Effect of dilutive securities: Unvested RSUs — 4,993,091 — Warrants — — 5,000,000 Vested Common Units 37,135 959,932,856 — Vested Incentive Units — — 7,352,805 Unvested Incentive Units — — 24,964,715 Oak Street Earnout Units — 7,734,560 — Diluted $ 58,311 1,430,462,269 $ 0.04 F-29 Table of Contents Blue Owl Capital Inc. Notes to Consolidated and Combined Financial Statements (Unaudited) June 30, 2023 Three Months Ended June 30, 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 $ ( 1,126 ) 422,631,967 $ 0.00 Effect of dilutive securities: Unvested RSUs — — 10,771,348 Warrants — — 14,159,048 Compensation-classified Wellfleet Earnout Shares — — 862,275 Contingent consideration-classified Wellfleet Earnout Shares — — 78,393 Vested Common Units ( 5,304 ) 985,211,536 — Vested Incentive Units — — 804,207 Unvested Incentive Units — — 24,517,020 Oak Street Earnout Units — — 26,074,330 Diluted $ ( 6,430 ) 1,407,843,503 $ 0.00 Six Months Ended June 30, 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 $ ( 12,941 ) 419,896,221 $ ( 0.03 ) Effect of dilutive securities: Unvested RSUs — — 10,760,867 Warrants — — 14,159,109 Compensation-classified Wellfleet Earnout Shares — — 433,519 Contingent consideration-classified Wellfleet Earnout Shares — — 39,413 Vested Common Units — — 988,739,805 Vested Incentive Units — — 529,222 Unvested Incentive Units — — 24,646,105 Oak Street Earnout Units — — 26,074,330 Diluted $ ( 12,941 ) 419,896,221 $ ( 0.03 ) 14. SUBSEQUENT EVENTS Dividend On August 1, 2023, the Company announced a cash dividend of $ 0.14 per Class A Share. The dividend is payable on August 31, 2023, to holders of record as of the close of business on August 21, 2023. F-30