owl-20220630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39653

___________________________

BLUE OWL CAPITAL INC.

(Exact name of registrant as specified in its charter)

___________________________

Delaware

86-3906032

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)


399 Park Avenue,	New York,	NY	10022
(address of principal executive offices)

(212) 419-3000

(Registrant’s telephone number, including area code)

___________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A common stock

OWL

New York Stock Exchange

Warrants to purchase Class A common stock

OWL.WS

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No o

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at August 2, 2022
Class A common stock, par value $0.0001						420,563,261
Class B common stock, par value $0.0001						—
Class C common stock, par value $0.0001						657,808,589
Class D common stock, par value $0.0001						319,132,127

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TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION	7
Item 1.	Financial Statements	7





Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II	OTHER INFORMATION	29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31
Index to Financial Statements		F-1

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DEFINED TERMS


Assets Under Management or AUM						Refers to the assets that we manage, and are generally equal to the sum of (i) net asset value (“NAV”); (ii) drawn and undrawn debt; (iii) uncalled capital commitments; (iv) total managed assets for certain Real Estate products; and (v) par value of collateral for collateralized loan obligations (“CLOs”).

Annual Report						Refers to our annual report for the year ended December 31, 2021, filed with the SEC on Form 10-K on February 28, 2022.

our BDCs						Refers to our business development companies, as regulated under the Investment Company Act of 1940, as amended: Owl Rock Capital Corporation (NYSE: ORCC) (“ORCC”), Owl Rock Capital Corporation II (“ORCC II”), Owl Rock Capital Corporation III (“ORCC III”), Owl Rock Technology Finance Corp. (“ORTF”), Owl Rock Technology Finance Corp. II (“ORTF II”), Owl Rock Core Income Corp. (“ORCIC”) and Owl Rock Technology Income Corp. (“ORTIC”).

Blue Owl, the Company, the firm, we, us, and our						Refers to the Registrant and its consolidated subsidiaries.

Blue Owl Carry						Refers to Blue Owl Capital Carry LP.

Blue Owl GP						Refers collectively to Blue Owl Capital Holdings GP LLC and Blue Owl Capital GP LLC, which are directly or indirectly wholly owned subsidiaries of the Registrant that hold the Registrants interests in the Blue Owl Operating Partnerships.

Blue Owl Holdings						Refers to Blue Owl Capital Holdings LP.

Blue Owl Operating Group						Refers collectively to the Blue Owl Operating Partnerships and their consolidated subsidiaries.

Blue Owl Operating Group Units						Refers collectively to a unit in each of the Blue Owl Operating Partnerships.

Blue Owl Operating Partnerships						Refers to Blue Owl Carry and Blue Owl Holdings, collectively.

Blue Owl Securities						Refers to Blue Owl Securities LLC, a Delaware limited liability company. Blue Owl Securities is a broker-dealer registered with the SEC, a member of FINRA and the SIPC. Blue Owl Securities is wholly owned by Blue Owl and provides distribution services to all Blue Owl Divisions.

Business Combination						Refers to the transactions contemplated by the Business Combination Agreement, which were completed on May 19, 2021.

Business Combination Agreement or BCA						Refers to the agreement dated as of December 23, 2020 (as the same has been or may be amended, modified, supplemented or waived from time to time), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC.

Business Combination Date						Refers to May 19, 2021.

Class A Shares						Refers to the Class A common stock, par value $0.0001 per share, of the Registrant.

Class B Shares						Refers to the Class B common stock, par value $0.0001 per share, of the Registrant.

Class C Shares						Refers to the Class C common stock, par value $0.0001 per share, of the Registrant.

Class D Shares						Refers to the Class D common stock, par value $0.0001 per share, of the Registrant.

Class E Shares						Refers to the Class E common stock, par value $0.0001 per share, of the Registrant.

CLOs						Refers to collateralized loan obligations.

Direct Lending						Refers to our Direct Lending products, which offer private credit solutions to middle-market companies through four investment strategies: diversified lending, technology lending, first lien lending, opportunistic lending, and also includes our CLOs. Direct Lending products are managed by the Owl Rock division of Blue Owl.

Dyal Capital						Refers to the Dyal Capital Partners business, which was acquired from Neuberger Berman Group LLC in connection with the Business Combination, and is now a division of Blue Owl.

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Fee-Paying AUM or FPAUM						Refers to the AUM on which management fees are earned. For our BDCs, FPAUM is generally equal to total assets (including assets acquired with debt but excluding cash). For our other Direct Lending products, excluding CLOs, FPAUM is generally equal to NAV or investment cost. FPAUM also includes uncalled committed capital for products where we earn management fees on such uncalled committed capital. For CLOs, FPAUM is generally equal to the par value of collateral. For our GP Capital Solutions products, FPAUM for the GP minority equity investments strategy is generally equal to capital commitments during the investment period and the cost of unrealized investments after the investment period. For GP Capital Solutions’ other strategies, FPAUM is generally equal to investment cost. For Real Estate, FPAUM is generally based on total assets (including assets acquired with debt).

Financial Statements						Refers to our consolidated and combined financial statements included in this report.

GP Capital Solutions						Refers to our GP Capital Solutions products, which primarily focus on acquiring equity stakes in, or providing debt financing to, large, multi-product private equity and private credit platforms through two existing investment strategies: GP minority equity investments and GP debt financing, and also including our professional sports minority investment strategy. GP Capital Solutions products are managed by the Dyal Capital division of Blue Owl.

NYSE						Refers to the New York Stock Exchange.

Oak Street						Refers to the investment advisory business of Oak Street Real Estate Capital, LLC that was acquired on December 29, 2021, and is now a division of Blue Owl.

Oak Street Acquisition						Refers to the acquisition of Oak Street completed on December 29, 2021.

Owl Rock						Refers collectively to the combined businesses of Owl Rock Capital Group LLC (“Owl Rock Capital Group”) and Blue Owl Securities LLC (formerly, Owl Rock Capital Securities LLC), which was the predecessor of Blue Owl for accounting and financial reporting purposes. References to the Owl Rock division refer to Owl Rock Capital Group and its subsidiaries that manage our Direct Lending products.

Partner Manager						Refers to alternative asset management firms in which the GP Capital Solution products invest.

Part I Fees						Refers to quarterly performance income on the net investment income of our BDCs and similarly structured products, subject to a fixed hurdle rate. These fees are classified as management fees throughout this report, as they are predictable and recurring in nature, not subject to repayment, and cash-settled each quarter.

Part II Fees						Generally refers to fees from our BDCs and similarly structured products that are paid in arrears as of the end of each measurement period when the cumulative aggregate realized capital gains exceed the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation, less the aggregate amount of Part II Fees paid in all prior years since inception. Part II Fees are classified as realized performance income throughout this report.

Permanent Capital						Refers to AUM in products that do not have ordinary redemption provisions or a requirement to exit investments and return the proceeds to investors after a prescribed period of time. Some of these products, however, may be required or can elect to return all or a portion of capital gains and investment income, and some may have periodic tender offers. Permanent capital includes certain products that are subject to management fee step downs or roll-offs or both over time.

Principals						Refers to our founders and senior members of management who hold, or in the future may hold, Class B Shares and Class D Shares. Class B Shares and Class D Shares collectively represent 80% of the total voting power of all shares.

Real Estate						Refers, unless context indicates otherwise, to our Real Estate products, which primarily focus on providing investors with predictable current income, and potential for appreciation, while focusing on limiting downside risk through a unique net lease strategy. Real Estate products are managed by the Oak Street division of Blue Owl.

Registrant						Refers to Blue Owl Capital Inc.

SEC						Refers to the U.S. Securities and Exchange Commission.

Tax Receivable Agreement or TRA						Refers to the Amended and Restated Tax Receivable Agreement, dated as of October 22, 2021, as may be amended from time to time by and among the Registrant, Blue Owl Capital GP LLC, the Blue Owl Operating Partnerships and each of the Partners (as defined therein) party thereto.
Wellfleet Acquisition						Refers to the acquisition of Wellfleet Credit Partners LLC completed on April 1, 2022.

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AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the SEC. We make available free of charge on our website (www.blueowl.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other filing as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. We also use our website to distribute company information, including assets under management and performance information, and such information may be deemed material. Accordingly, investors should monitor our website, in addition to our press releases, SEC filings and public conference calls and webcasts.

Also posted on our website in the “Investor Relations—Governance” section is the charter for our Audit Committee, as well as our Corporate Governance Guidelines and Code of Business Conduct governing our directors, officers and employees. Information on or accessible through our website is not a part of or incorporated into this report or any other SEC filing. Copies of our SEC filings or corporate governance materials are available without charge upon written request to Blue Owl Capital Inc., 399 Park Avenue, 38th Floor, New York, New York 10022, Attention: Office of the Secretary. Any materials we file with the SEC are also publicly available through the SEC’s website (www.sec.gov).

No statements herein, available on our website or in any of the materials we file with the SEC constitute, or should be viewed as constituting, an offer of any fund.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, which reflect our current views with respect to, among other things, future events, operations and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “projects,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward-looking statements are subject to various risks, uncertainties (some of which are beyond our control) or other assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some of these factors are described under the headings “Item 1A. Risk Factors” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors should not be construed as exhaustive and should be read in conjunction with the risk factors and other cautionary statements that are included in this report and in our other periodic filings. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Therefore, you should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The information required by this item is included in the Financial Statements set forth in the F-pages of this report.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), should be read in conjunction with the unaudited consolidated and combined financial statements and the related notes included in this report. For a description of our business, please see “Business of Blue Owl” in the Annual Report.

2022 Second Quarter Overview


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2022		2021		2022		2021
Net Loss Attributable to Blue Owl Capital Inc. (After May 19, 2021) / Owl Rock (Prior to May 19, 2021)	$	(1,126)	$	(362,344)	$	(12,941)	$	(322,930)



Fee-Related Earnings(1)	$	197,064	$	98,133	$	368,447	$	144,481

Distributable Earnings(1)	$	180,402	$	85,138	$	336,128	$	125,390

(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”

Our results for the second quarter of 2021 do not include the results Oak Street or Wellfleet, and include partial results for of Dyal Capital; therefore, prior period amounts are not comparable to current period. Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results, including the accretive impacts of the Dyal Acquisition, Oak Street Acquisition and Wellfleet Acquisition.

Assets Under Management

Blue Owl

AUM: $119.1 billion

FPAUM: $77.5 billion

Direct Lending Products

AUM: $56.8 billion

FPAUM: $41.4 billion

GP Capital Solutions Products

AUM: $45.7 billion

FPAUM: $26.7 billion

Real Estate Products

AUM: $16.6 billion

FPAUM: $9.4 billion

Diversified Lending

Commenced 2016

AUM: $32.1 billion

FPAUM: $22.4 billion

GP Minority Equity

Commenced 2010

AUM: $44.0 billion

FPAUM: $25.7 billion

Net Lease

Commenced 2009

AUM: $16.6 billion

FPAUM: $9.4 billion

Technology Lending

Commenced 2018

AUM: $12.1 billion

FPAUM: $8.1 billion

GP Debt Financing

Commenced 2019

AUM: $1.4 billion

FPAUM: $0.7 billion

First Lien Lending

Commenced 2018

AUM: $3.4 billion

FPAUM: $2.6 billion

Professional Sports

Minority Investments

Commenced 2021

AUM: $0.2 billion

FPAUM: $0.2 billion

Opportunistic Lending

Commenced 2020

AUM: $2.2 billion

FPAUM: $1.3 billion

CLOs

Commenced 2022

AUM: $7.0 billion

FPAUM: $7.0 billion

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We finished the quarter with $119.1 billion of AUM, which included $77.5 billion of FPAUM. During the second quarter of 2022, approximately 92% of our management fees were earned on AUM from Permanent Capital. As of June 30, 2022, we have approximately $8.8 billion in AUM not yet paying fees, providing over $105 million of annualized management fees once deployed or upon the expiration of certain fee holidays. See “—Assets Under Management” for additional information, including important information on how we define these metrics.

Business Environment

Our business is impacted by conditions in the financial markets and economic conditions in the U.S., and to a lesser extent, elsewhere in the world.

In a continuation of the trends seen during the first quarter of 2022, inflation, interest rates, global GDP growth, the ongoing Russia-Ukraine conflict and the impact of COVID-19 variants on economic growth have remained in the spotlight, driving ongoing volatility in the public markets. We have seen U.S. inflation continue to rise during 2022, which has been driven by various factors, including supply chain disruptions, consumer demand, employment levels, low mortgage interest rates and a severely distorted supply/demand housing imbalance, and residential vacancy rates. As expected, the Federal Reserve voted to increase the federal funds rate during the first two quarters of 2022.

We have benefited from this market volatility as an increasing number of sponsors and private companies have looked to our Direct Lending products for flexible and dependable financing, and capital that managers need to expand and diversify their platforms through our GP Capital Solutions products.

We have patient and Permanent Capital and resilient management fees, providing underlying support to our existing earnings

profile even as we continue to grow. We anticipate a net positive impact to earnings as rates rise, particularly for our Direct

Lending business, where Part I Fees benefit from higher rates. At the strategy level, that same Permanent Capital allows us to provide flexible, certain financing solutions to sponsors, corporations, and alternative asset managers during a time when liquidity is scarce and public markets are closed or much more expensive than they used to be. And for the investors in our

strategies, our products offer attractive qualities in volatile, uncertain markets: income generation, downside protection, positive leverage to rising rates, and structural inflation hedges.

We are continuing to closely monitor developments related to COVID-19, inflation, rising interest rates and the Russia-Ukraine conflict, and to assess the impact on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed or decreased management fees. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our consolidated financial statements. See “Risk Factors—Risks Related to Our Business and Operations—The COVID-19 pandemic has caused severe disruptions in the U.S. and global economy, has disrupted, and may continue to disrupt, industries in which we, our products and our products’ investments operate and could potentially negatively impact us, our products or our products’ investments” and “—Difficult market and political conditions may reduce the value or hamper the performance of the investments made by our products or impair the ability of our products to raise or deploy capital, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition in our Annual Report.”

We believe that we are well positioned to navigate the current market environment. Pipelines remain robust across the business as we continue to see market share come our way in Direct Lending, despite lower industry M&A volumes, and across our businesses, we believe our scale and capital base create meaningful competitive advantages.

Assets Under Management

We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).

As of June 30, 2022, our assets under management included approximately $3.1 billion related to us, our executives and other employees. A portion of these assets under management relate to accrued carried interests and other amounts that are not charged fees.

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Composition of Assets Under Management

Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we do not earn fees.

Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire at a predetermined time in the future. AUM not yet paying fees could provide over $105 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.

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Permanency and Duration of Assets Under Management

Our capital base is heavily weighted toward Permanent Capital. We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenues stream. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes. For example, our Real Estate products have a higher concentration in long-dated funds, which in isolation may cause our percentage of management fees from Permanent Capital to decline.

Changes in AUM


	Three Months Ended June 30, 2022								Three Months Ended June 30, 2021
(dollars in millions)	Direct Lending		GP Capital Solutions		Real Estate		Total		Direct Lending		GP Capital Solutions		Real Estate		Total
Beginning Balance	$	44,775	$	41,153	$	16,090	$	102,018	$	27,777	$	30,196	$	—	$	57,973
Acquisition	6,529		—		—		6,529		—		—		—		—
New capital raised	3,015		3,958		208		7,181		749		481		—		1,230
Change in debt	3,142		—		—		3,142		2,402		—		—		2,402
Distributions	(380)		(219)		(100)		(699)		(196)		(130)		—		(326)
Change in value / other	(254)		782		441		969		424		664		—		1,088
Ending Balance	$	56,827	$	45,674	$	16,639	$	119,140	$	31,156	$	31,211	$	—	$	62,367


	Six Months Ended June 30, 2022								Six Months Ended June 30, 2021
(dollars in millions)	Direct Lending		GP Capital Solutions		Real Estate		Total		Direct Lending		GP Capital Solutions		Real Estate		Total
Beginning Balance	$	39,227	$	39,906	$	15,362	$	94,495	$	27,101	$	26,220	$	—	$	53,321
Acquisition	6,529		—		—		6,529		—		—		—		—
New capital raised	4,953		5,524		568		11,045		984		1,392		—		2,376
Change in debt	6,760		—		—		6,760		2,731		—		—		2,731
Distributions	(664)		(977)		(265)		(1,906)		(377)		(204)		—		(581)
Change in value / other	22		1,221		974		2,217		717		3,803		—		4,520
Ending Balance	$	56,827	$	45,674	$	16,639	$	119,140	$	31,156	$	31,211	$	—	$	62,367

Direct Lending. Increase in AUM for the six months ended June 30, 2022 was driven by a combination of the Wellfleet Acquisition, continued fundraising and debt deployment across the strategy.

•$6.5 billion from the Wellfleet Acquisition

•$2.8 billion new capital raised in Diversified Lending, primarily driven by retail fundraising in ORCIC.

•$1.6 billion new capital raised in Technology Lending, driven by continued fundraising in ORTF II and ORTIC.

•$6.8 billion of debt deployment across all of Direct Lending, as we continue to opportunistically deploy leverage in our BDCs.

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GP Capital Solutions. Increase in AUM was driven by new capital raised, primarily in Dyal Fund V and related co-investment vehicles, and overall appreciation across all of our major products.

Real Estate. There was no material increase or decrease in AUM.

Changes in FPAUM


	Three Months Ended June 30, 2022								Three Months Ended June 30, 2021
(dollars in millions)	Direct Lending		GP Capital Solutions		Real Estate		Total		Direct Lending		GP Capital Solutions		Real Estate		Total
Beginning Balance	$	32,658	$	23,651	$	9,275	$	65,584	$	21,471	$	18,630	$	—	$	40,101
Acquisition	6,501		—		—		6,501		—		—		—		—
New capital raised / deployed	2,898		3,023		121		6,042		2,506		272		—		2,778

Distributions	(381)		4		(113)		(490)		(210)		(245)		—		(455)
Change in value / other	(267)		—		147		(120)		395		—		—		395
Ending Balance	$	41,409	$	26,678	$	9,430	$	77,517	$	24,162	$	18,657	$	—	$	42,819


	Six Months Ended June 30, 2022								Six Months Ended June 30, 2021
(dollars in millions)	Direct Lending		GP Capital Solutions		Real Estate		Total		Direct Lending		GP Capital Solutions		Real Estate		Total
Beginning Balance	$	32,029	$	21,212	$	8,203	$	61,444	$	20,862	$	17,608	$	—	$	38,470
Acquisition	6,501		—		—		6,501		—		—		—		—
New capital raised / deployed	5,098		4,194		1,198		10,490		2,988		1,283		—		4,271
Fee basis change	—		1,268		—		1,268		—		—		—		—
Distributions	(659)		4		(274)		(929)		(359)		(234)		—		(593)
Change in value / other	(1,560)		—		303		(1,257)		671		—		—		671
Ending Balance	$	41,409	$	26,678	$	9,430	$	77,517	$	24,162	$	18,657	$	—	$	42,819

Direct Lending. Increase in FPAUM was driven by a combination of the Wellfleet Acquisition, continued fundraising and debt deployment as discussed in the AUM section above, partially offset by a change in methodology that reduced FPAUM by approximately $1.5 billion.

GP Capital Solutions. Increase in FPAUM was driven by new capital raised, primarily in Dyal Fund V, and the expiration of certain fee holidays on January 1, 2022. The expiration of the fee holiday drove an increase in FPAUM of $2.2 billion, which was partially offset by a decrease in FPAUM for a step down in fee basis in Dyal Fund III of $0.9 billion.

Real Estate. Increase in FPAUM was driven primarily by capital raised in the Oak Street Real Estate Capital Net Lease Property Fund.

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Product Performance

Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. The performance information of our products reflected is not indicative of our performance. An investment in Blue Owl is not an investment in any of our products. Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns. MoIC and IRR data has not been presented for products that have launched within the last two years as such information is generally not meaningful (“NM”).

Direct Lending


														MoIC		IRR
(dollars in millions)	Year of Inception	AUM		Capital Raised (1)		Invested Capital (2)		Realized Proceeds (3)		Unrealized Value (4)		Total Value		Gross (5)	Net (6)	Gross (7)		Net (8)
Diversified Lending
ORCC	2016	$	14,168	$	6,019	$	6,019	$	2,146	$	5,704	$	7,850	1.42x	1.30x	11.4	%	8.3	%
ORCC II (9)	2017	$	2,569	$	1,367	$	1,340	$	292	$	1,290	$	1,582	NM	1.18x	NM		6.1	%
ORCC III	2020	$	3,544	$	1,783	$	1,783	$	136	$	1,749	$	1,885	NM	NM	NM		NM
ORCIC	2020	$	9,970	$	4,094	$	4,041	$	135	$	3,862	$	3,997	NM	NM	NM		NM

Technology Lending
ORTF	2018	$	6,871	$	3,208	$	3,208	$	325	$	3,279	$	3,604	1.18x	1.12x	10.8	%	7.2	%

First Lien Lending (10)
Owl Rock First Lien Fund Levered	2018	$	2,929	$	1,161	$	813	$	128	$	803	$	931	1.20x	1.15x	8.3	%	6.2	%
Owl Rock First Lien Fund Unlevered	2019	$	152	$	150	$	150	$	8	$	157	$	165	1.10x	1.06x	4.5	%	2.8	%

(1)Includes reinvested dividends and share repurchases, if applicable.

(2)Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.

(3)Realized proceeds represent the sum of all cash distributions to investors.

(4)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.

(5)Gross multiple of invested capital (“MoIC”) is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.

(6)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.

(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.

(8)Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses. An individual investor’s IRR may be different to the reported IRR based on the timing of capital transactions.

(9)For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for ORCC II.

(10)Owl Rock First Lien Fund is comprised of three feeder funds: Onshore Levered, Offshore Levered and Insurance Unlevered. The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds. The gross and net MoIC for the Offshore Levered feeder fund is 1.19x and 1.12x, respectively. The gross and net IRR for the Offshore Levered feeder is 8.1% and 5.0%, respectively. All other values for Owl Rock First Lien Fund Levered are for Onshore Levered and Offshore Levered combined. AUM is presented as the aggregate of the three Owl Rock First Lien Fund feeders. Owl Rock First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.

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GP Capital Solutions


														MoIC		IRR
(dollars in millions)	Year of Inception	AUM		Capital Raised		Invested Capital (2)		Realized Proceeds (3)		Unrealized Value (4)		Total Value		Gross (5)	Net (6)	Gross (7)		Net (8)
GP Minority Equity (1)
Dyal Fund I	2011	$	975	$	1,284	$	1,248	$	583	$	741	$	1,324	1.21x	1.06x	4.0	%	1.1	%
Dyal Fund II	2014	$	2,808	$	2,153	$	1,846	$	502	$	2,075	$	2,577	1.60x	1.40x	13.4	%	8.7	%
Dyal Fund III	2015	$	8,211	$	5,318	$	3,246	$	2,959	$	4,009	$	6,968	2.58x	2.15x	31.2	%	23.4	%
Dyal Fund IV	2018	$	14,449	$	9,041	$	4,807	$	2,494	$	6,623	$	9,117	2.28x	1.90x	112.1	%	71.1	%
Dyal Fund V	2020	$	10,901	$	9,763	$	1,112	$	—	$	2,019	$	2,019	NM	NM	NM		NM

(1)Valuation-related amounts and performance metrics are presented on a quarter lag and are exclusive of investments made by us and the related carried interest vehicles of the respective products.

(2)Invested capital includes capital calls.

(3)Realized proceeds represent the sum of all cash distributions to investors.

(4)Unrealized value represents the product's NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.

(5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is before giving effect to management fees and carried interest, as applicable.

(6)Net MoIC measures the aggregate value generated by a product's investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product's investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.

(8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product's residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor's IRR may be different to the reported IRR based on the timing of capital transactions.

Real Estate


														MoIC		IRR
(dollars in millions)	Year of Inception	AUM		Capital Raised		Invested Capital (2)		Realized Proceeds (3)		Unrealized Value (4)		Total Value		Gross (5)	Net (6)	Gross (7)		Net (8)
Net Lease (1)



Oak Street Real Estate Capital Fund IV	2017	$	1,438	$	1,250	$	1,250	$	1,078	$	855	$	1,933	1.70x	1.53x	29.1	%	23.3	%
Oak Street Real Estate Capital Net Lease Property Fund	2019	$	5,908	$	3,161	$	2,600	$	213	$	2,980	$	3,193	1.24x	1.23x	20.5	%	19.4	%
Oak Street Real Estate Capital Fund V	2020	$	3,632	$	2,500	$	1,147	$	322	$	1,103	$	1,425	NM	NM	NM		NM
Oak Street Asset-Backed Securitization (9)	2020	$	3,003	$	2,713	$	342	$	60	$	370	$	430	NM	NM	NM		NM

(1)Valuation-related amounts and performance metrics, as well as invested capital and realized proceeds, are presented on a quarter lag where applicable.

(2)Invested capital includes investments by the general partner, capital calls, dividends reinvested and periodic investors closes, as applicable.

(3)Realized proceeds represent the sum of all cash distributions to all investors.

(4)Unrealized value represents the fund’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.

(9)Capital raised for this product includes the par value of notes issued in the securitization. Invested capital, realized proceeds, unrealized and total values relate to the subordinated notes/equity of the securitization.

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GAAP Results of Operations Analysis

As a result of the Dyal Acquisition, Oak Street Acquisition and Wellfleet Acquisition, prior year amounts are not comparable to current year amounts or expected future trends. Dyal Capital’s, Oak Street’s and Wellfleet’s results of operations are included from the Business Combination Date, December 29, 2021, and April 1, 2022, respectively.

Three Months Ended June 30, 2022, Compared to the Three Months Ended June 30, 2021


	Three Months Ended June 30,
(dollars in thousands)	2022		2021		$ Change
Revenues
Management fees, net (includes Part I Fees of $46,346 and $36,073)	$	284,325	$	142,135	$	142,190
Administrative, transaction and other fees	42,921		37,125		5,796
Total Revenues, Net	327,246		179,260		147,986
Expenses
Compensation and benefits	218,118		1,221,565		(1,003,447)
Amortization of intangible assets	64,885		21,336		43,549
General, administrative and other expenses	54,389		51,520		2,869
Total Expenses	337,392		1,294,421		(957,029)
Other Income (Loss)
Net losses on investments	(123)		—		(123)
Net losses on retirement of debt	—		(16,145)		16,145

Interest expense	(15,051)		(5,817)		(9,234)
Change in TRA liability	1,370		(1,146)		2,516
Change in warrant liability	20,723		(15,300)		36,023
Change in earnout liability	(208)		(462,970)		462,762
Total Other Income (Loss)	6,711		(501,378)		508,089
Loss Before Income Taxes	(3,435)		(1,616,539)		1,613,104
Income tax expense (benefit)	5,631		(29,199)		34,830
Consolidated and Combined Net Loss	(9,066)		(1,587,340)		1,578,274
Net loss attributable to noncontrolling interests	7,940		1,224,996		(1,217,056)
Net Loss Attributable to Blue Owl Capital Inc.	$	(1,126)	$	(362,344)	$	361,218

Revenues, Net

Management Fees. The increase in our management fees compared to the same period for the prior year was primarily driven by increased management fees across the Direct Lending products of $40.7 million, which includes both the accretive impact of the Wellfleet Acquisition as well as continued fundraising and deployment of capital within new and existing Direct Lending products, the accretive impact of our GP Capital Solutions’ management fees of $82.3 million and our Real Estate management fees of $19.2 million. See Note 6 to our Financial Statements for additional details on our GAAP management fees by product and strategy.

Administrative, Transaction and Other Fees. The increase in administrative, transaction and other fees was driven primarily by an increase in administrative services provided to products managed by the Company.

Expenses

Compensation and Benefits. Compensation and benefits expenses decreased compared to the same period for the prior year due to a $1.1 billion decrease in acquisition related compensation charges from equity-based compensation charges in connection with Blue Owl Operating Group Units issued in connection with the Business Combination, partially offset by acquisition related compensation related to Oak Street and Wellfleet. Excluding these acquisition related charges, compensation and benefits increased $76.9 million, driven by a 78% growth in headcount from June 30, 2021 to June 30, 2022, which is inclusive of the increase in headcount related to the Dyal, Oak Street and Wellfleet Acquisitions.

Amortization of Intangible Assets. The Company incurred certain expenses related to the amortization of intangible assets acquired in connection with the Dyal, Oak Street and Wellfleet Acquisitions. See Note 3 to our Financial Statements for additional information.

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General, Administrative and Other Expenses. General, administrative and other expenses increased primarily driven by $13.4 million increase in distribution costs as well as an increase in expenses due to our continued growth as a public company and transitioning back to the office from working remotely, offset by a decrease in transaction expenses of $24.8 million that were not eligible to be netted against proceeds for GAAP.

Other Loss

Interest Expense. Interest expense increased compared to the same period for the prior year due to the issuance of $400.0 million 2032 Notes and $350.0 million 2051 Notes.

Change in TRA liability. The change in TRA liability was due to the impact of the time value of money on the portion of the TRA that is carried at fair value (i.e., Dyal Acquisition contingent consideration).

Change in warrant liability. The change in the warrant liability for the current period was driven by the decrease in the price of our Class A Shares, as such price directly impacts the value of our warrants. The change in warrant liability for the same period in the prior year was driven by the increase in the price of our Class A Shares.

Change in earnout liability. There was no material change to the earnout liability for the current period. The change in the fair value of the earnout liability for the same period in the prior year was primarily due to the increase in our Class A Share price, as such input is a material driver of the valuation of the Earnout Securities carried at fair value.

Income Tax Expense

Prior to the Business Combination, our income was generally subject to New York City Unincorporated Business Tax (“UBT”), as the operating entities are partnerships for U.S. federal income tax purposes. As a result of the Business Combination, the portion of income allocable to the Registrant is now also generally subject to corporate tax rates at the U.S. federal and state and local levels. For the period, the income tax expense increased due to increased pre-tax income as well as nondeductible compensation. Please see Note 10 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.

Net Loss Attributable to Noncontrolling Interests

Net loss attributable to noncontrolling interests in the current year primarily represents the allocation to Common Units of their pro rata share of the Blue Owl Operating Group’s post-Business Combination net loss due to the drivers discussed above. The Common Units represent an approximately 70% interest in the Blue Owl Operating Group during the second quarter of 2022. Prior to the Business Combination, amounts attributable to noncontrolling interests were not significant.

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Six Months Ended June 30, 2022, Compared to the Six Months Ended June 30, 2021


	Six Months Ended June 30,
(dollars in thousands)	2022		2021		$ Change
Revenues
Management fees, net (includes Part I Fees of $93,085 and 64,987)	$	531,957	$	236,848	$	295,109
Administrative, transaction and other fees	71,266		50,636		20,630

Total Revenues, Net	603,223		287,484		315,739
Expenses
Compensation and benefits	412,010		1,269,549		(857,539)
Amortization of intangible assets	126,411		21,336		105,075
General, administrative and other expenses	97,683		66,380		31,303
Total Expenses	636,104		1,357,265		(721,161)
Other Income (Loss)
Net losses on investments	(118)		—		(118)
Net losses on retirement of debt	—		(16,145)		16,145

Interest expense	(27,885)		(11,675)		(16,210)
Change in TRA liability	(8,282)		(1,146)		(7,136)
Change in warrant liability	38,481		(15,300)		53,781
Change in earnout liability	(704)		(462,970)		462,266
Total Other Income (Loss)	1,492		(507,236)		508,728
Loss Before Income Taxes	(31,389)		(1,577,017)		1,545,628
Income tax expense (benefit)	593		(29,011)		29,604
Consolidated and Combined Net Loss	(31,982)		(1,548,006)		1,516,024
Net loss attributable to noncontrolling interests	19,041		1,225,076		(1,206,035)
Net Loss Attributable to Blue Owl Capital Inc.	$	(12,941)	$	(322,930)	$	309,989

Revenues, Net

Management Fees. The increase in our management fees compared to the same period for the prior year was primarily driven by increased management fees across the Direct Lending product strategies of $79.6 million, which includes both the accretive impact of the Wellfleet Acquisition as well as continued fundraising and deployment of capital within new and existing Direct Lending products, the accretive impact of our GP Capital Solutions’ management fees of $179.1 million and and our Real Estate management fees of $36.4 million. See Note 6 to our Financial Statements for additional details on our GAAP management fees by product and strategy.

Expenses

Compensation and Benefits. Compensation and benefits expenses decreased compared to the same period for the prior year due to a $1.0 billion decrease in acquisition related compensation charges from the non-cash equity-based compensation charges in connection with Blue Owl Operating Group Units issued in connection with the Business Combination, partially offset by acquisition related compensation related to Oak Street and Wellfleet. Excluding these acquisition related charges, compensation and benefits increased $146.1 million, driven by a 78% growth in headcount from June 30, 2021 to June 30, 2022, which is inclusive of the increase in headcount related to the Dyal, Oak Street and Wellfleet Acquisitions.

Amortization of Intangible Assets. These expenses relate to the amortization of intangible assets acquired in connection with the Dyal, Oak Street and Wellfleet Acquisitions.

General, Administrative and Other Expenses. General, administrative and other expenses increased primarily driven by an increase of $21.1 million increase in distribution costs as well as an increase in expenses due to our continued growth as a public company and transitioning back to the office from a remote workforce, offset by a decrease in transaction expenses of $16.0 million that were not eligible to be netted against proceeds for GAAP.

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Other Loss

Interest expense. The increase in interest expense was driven by higher average debt outstanding, as in 2021 our long-term debt outstanding related to the $250.0 million term loan agreement (the “Term Loan”) that was repaid in the second quarter of 2021 using proceeds from the $700.0 million of 2031 Notes, a larger size facility. Further, we issued $350.0 million of 2051 Notes during the fourth quarter of 2021 and $400.0 million of 2032 Notes during the first quarter of 2022. The impact of higher average borrowing outstanding in fiscal quarter 2022 was partially offset by lower average borrowing rates on the Notes in 2022 compared to the Term Loan in 2021.

Change in TRA liability. The change in TRA liability in 2022 was due to the impact of the time value of money on the portion of the TRA that is carried at fair value (i.e., Dyal Acquisition contingent consideration). The TRA was entered into in connection with the Business Combination in May 2021.

Income Tax Expense

Prior to the Business Combination, our income was generally subject to New York City UBT, as the operating entities are partnerships for U.S. federal income tax purposes. As a result of the Business Combination, the portion of income allocable to the Registrant is now also generally subject to corporate tax rates at the U.S. federal and state and local levels. For the period, the income tax expense increased due to increased pre-tax income as well as nondeductible compensation. Please see Note 10 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.

Net Loss Attributable to Noncontrolling Interest

Net loss attributable to noncontrolling interests in the current year primarily represents the allocation to Common Units of their pro rata share of the Blue Owl Operating Group’s post-Business Combination net loss due to the drivers discussed above. The Common Units represented an approximately 71% weighted average economic interest in the Blue Owl Operating Group during the six months ended June 30, 2022. Prior to the Business Combination, amounts attributable to noncontrolling interests were not significant, and related primarily to third-party interests held in certain of our consolidated investment advisor holding companies.

Non-GAAP Analysis

In addition to presenting our consolidated and combined results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP. Management uses these measures to assess the performance of our business, and we believe that this information enhances the ability of shareholders to analyze our performance from period to period. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our GAAP results, and such measures should not be considered as indicative of our liquidity. Our non-GAAP measures may not be comparable to other similarly titled measured used by other companies. Please see “—Non-GAAP Reconciliations” for reconciliations of these measures to the most comparable measures prepared in accordance with GAAP.

Fee-Related Earnings and Related Components

Fee-Related Earnings is a supplemental non-GAAP measure of operating performance used to make operating decisions and assess our operating performance. Fee-Related Earnings excludes certain items that are required for the presentation of our results on a GAAP basis. Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE Revenues and FRE Expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix “FRE” in the tables and discussion below. Management believes that by excluding these items, which are described below, Fee-Related Earnings and its components can be useful as supplemental measures to our GAAP results in assessing our operating performance and focusing on whether our recurring revenues, primarily consisting of management fees, are sufficient to cover our recurring operating expenses.

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Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings; amortization of acquisition-related earnouts; amortization of intangible assets; “Transaction Expenses” as defined below; net gains (losses) on investments, changes in TRA liability, earnout and warrant liabilities; net losses on retirement of debt; interest and taxes. In addition, management reviews revenues by reducing GAAP administrative, transaction and other fees for certain expenses related to reimbursements from our products, which are presented gross for GAAP but net for non-GAAP measures. Transaction Expenses are expenses incurred in connection with the Business Combinations and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transaction. Starting in the first quarter of 2022, Transaction Expenses also include expenses paid on behalf of certain products that are expected to be reimbursed in subsequent periods; such amounts were not material to the prior periods presented, and therefore such periods have not be restated for this change.

Distributable Earnings

Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, realized performance income and related compensation, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, net losses on retirement of debt, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.

Fee-Related Earnings and Distributable Earnings Summary


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2022		2021		2022		2021

FRE revenues	$	317,811	$	171,541	$	590,409	$	275,310
FRE expenses	(122,106)		(71,556)		(223,841)		(129,055)
Net loss (income) allocated to noncontrolling interests included in Fee-Related Earnings	1,359		(1,852)		1,879		(1,774)
Fee-Related Earnings	$	197,064	$	98,133	$	368,447	$	144,481
Distributable Earnings	$	180,402	$	85,138	$	336,128	$	125,390

Fee-Related Earnings and Distributable Earnings increased year-over-year as a result of the accretive impact of the Dyal Acquisition and Oak Street Acquisition, as well as higher FRE revenues from our Direct Lending products. These increases were offset by higher FRE expenses, primarily due to compensation and benefits as discussed further below.

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FRE Revenues


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2022		2021		2022		2021
Direct Lending Products
Diversified lending	$	108,909	$	83,773	$	214,361	$	160,251
Technology lending	23,803		16,727		46,833		30,584
First lien lending	3,973		3,817		7,654		7,632
Opportunistic lending	2,730		741		4,271		1,304
CLOs	6,295		—		6,295		—
Management Fees, Net	145,710		105,058		279,414		199,771
Administrative, transaction and other fees	23,396		29,406		37,869		38,462
FRE Revenues - Direct Lending Products	169,106		134,464		317,283		238,233

GP Capital Solutions Products
GP minority equity investments	124,434		36,341		226,534		36,341
GP debt financing	3,366		736		6,458		736
Professional sports minority investments	513		—		1,013		—

Management Fees, Net	128,313		37,077		234,005		37,077
Administrative, transaction and other fees	1,168		—		2,739		—
FRE Revenues - GP Capital Solutions Products	129,481		37,077		236,744		37,077

Real Estate Products
Net lease	19,224		—		36,382		—
Management Fees, Net	19,224		—		36,382		—
FRE Revenues - Real Estate Products	19,224		—		36,382		—
Total FRE Revenues	$	317,811	$	171,541	$	590,409	$	275,310

FRE revenues increased due to the accretive impact of the Dyal, Oak Street and Wellfleet Acquisitions. FRE revenues also increased as a result of overall growth in FPAUM across all of our Direct Lending products.

FRE Expenses


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2022		2021		2022		2021

FRE compensation and benefits	$	(85,809)	$	(56,141)	$	(160,778)	$	(100,681)
FRE general, administrative and other expenses	(36,297)		(15,415)		(63,063)		(28,374)
Total FRE Expenses	$	(122,106)	$	(71,556)	$	(223,841)	$	(129,055)

FRE expenses increased due to the accretive impact of the Dyal, Oak Street and Wellfleet Acquisitions. FRE expenses increased, primarily due to higher FRE compensation and benefits as a result of increased headcount. FRE general, administrative and other expenses increased, primarily due to increased distribution costs, increased costs related to being a public company and increased travel and office-related expenses as we transition from working remotely back to the office. See “—GAAP Results of Operations Analysis” for additional information on these drivers.

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Non-GAAP Reconciliations

The table below presents the reconciliation of the non-GAAP measures presented throughout this MD&A. Please see “—Non-GAAP Analysis” for important information regarding these measures.


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2022		2021		2022		2021
GAAP (Loss) Income Before Income Taxes	$	(3,435)	$	(1,616,539)	$	(31,389)	$	(1,577,017)
Net loss (income) allocated to noncontrolling interests included in Fee-Related Earnings	1,359		(1,852)		1,879		(1,774)
Strategic Revenue-Share Purchase consideration amortization	8,922		—		17,844		—
Realized performance compensation	—		—		—		—
Equity-based compensation - other	24,293		—		41,819		—
Equity-based compensation - acquisition related	62,139		1,158,597		122,793		1,158,597
Equity-based compensation - Business Combination grants	18,253		—		36,674		—
Capital-related compensation	850		—		1,680		—
Acquisition-related cash earnout amortization	16,111		—		32,193		—
Amortization of intangible assets	64,885		21,336		126,411		21,336
Transaction Expenses	10,398		35,213		20,035		36,103
Interest expense	15,051		5,817		27,885		11,675
Realized performance income	—		—		—		—
Net losses (gains) on investments	123		—		118		—
Net losses on early retirement of debt	—		16,145		—		16,145
Change in TRA liability	(1,370)		1,146		8,282		1,146
Change in warrant liability	(20,723)		15,300		(38,481)		15,300
Change in earnout liability	208		462,970		704		462,970
Fee-Related Earnings	197,064		98,133		368,447		144,481
Realized performance income	—		—		—		—
Realized performance compensation	—		—		—		—
Interest expense	(15,045)		(5,817)		(27,879)		(11,675)
Taxes and TRA payments	(1,617)		(7,178)		(4,440)		(7,416)
Distributable Earnings	180,402		85,138		336,128		125,390
Interest expense	15,045		5,817		27,879		11,675
Taxes and TRA payments	1,617		7,178		4,440		7,416
Fixed assets depreciation and amortization	241		135		459		265
Adjusted EBITDA	$	197,305	$	98,268	$	368,906	$	144,746


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2022		2021		2022		2021
GAAP Revenues	$	327,246	$	179,260	$	603,223	$	287,484
Strategic Revenue-Share Purchase consideration amortization	8,922		—		17,844		—

Administrative and other fees	(18,357)		(7,719)		(30,658)		(12,174)
FRE Revenues	$	317,811	$	171,541	$	590,409	$	275,310


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2022		2021		2022		2021
GAAP Compensation and Benefits	$	218,118	$	1,221,565	$	412,010	$	1,269,549

Equity-based compensation - other	(23,984)		—		(41,097)		—
Equity-based compensation - acquisition related	(62,139)		(1,158,597)		(122,793)		(1,158,597)
Equity-based compensation - Business Combination grants	(18,253)		—		(36,674)		—
Capital-related compensation	(849)		—		(1,679)		—
Acquisition-related cash earnout amortization	(16,111)		—		(32,193)		—
Administrative and other expenses	(10,973)		(6,827)		(16,796)		(10,271)
FRE Compensation and Benefits	$	85,809	$	56,141	$	160,778	$	100,681

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	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2022		2021		2022		2021
GAAP General, Administrative and Other Expenses	$	54,389	$	51,520	$	97,683	$	66,380
Transaction Expenses	(10,398)		(35,213)		(20,035)		(36,103)
Equity-based compensation	(309)		—		(722)		—
Administrative and other expenses	(7,385)		(892)		(13,863)		(1,903)
FRE General, Administrative and Other Expenses	$	36,297	$	15,415	$	63,063	$	28,374

Liquidity and Capital Resources

Overview

We rely on management fees as the primary source of our operating liquidity. From time to time we may rely on the use of revolving credit facilities between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions. To the extent that we have excess liquidity, we may invest such excess liquidity in corporate bonds, agency securities and other investments.

We ended the second quarter of 2022 with $48.7 million of cash and cash equivalents and $1.1 billion available under our Revolving Credit Facility. Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.

Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to:

•Grow our existing investment management business.

•Expand, or acquire, into businesses that are complementary to our existing investment management businesses or other strategic growth initiatives.

•Pay operating expenses, including cash compensation to our employees.

•Repay debt obligations and interest thereon.

•Opportunistically repurchase Class A Shares pursuant to the share repurchase program discussed below.

•Pay income taxes and amounts due under the TRA.

•Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units at the Blue Owl Operating Group level.

•Fund investment commitments to existing or future products.

Debt Obligations

As of June 30, 2022, our long-term debt obligations consisted of $700.0 million of 2031 Notes, $400.0 million of 2032 Notes and $350.0 million of 2051 Notes. We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our shareholders. We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute shareholders. See Note 4 to our Financial Statements in this report for additional information regarding our debt obligations.

Management regularly reviews Adjusted EBITDA to assess our ability to service our debt obligations. Adjusted EBITDA is equal to Distributable Earnings plus interest expense, taxes payable and TRA payments, and fixed assets depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure that supplements and should be considered in addition to and not in lieu of our GAAP results, and such measure should not be considered as indicative of our liquidity. Adjusted EBITDA may not be comparable to other similarly titled measured used by other companies. Adjusted EBITDA was $197.3 million for the quarter ended June 30, 2022. Please see “—Non-GAAP Reconciliations” for reconciliations of Adjusted EBITDA to the most comparable measures prepared in accordance with GAAP.

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Share Repurchase Program

On May 4, 2022, Blue Owl’s Board authorized the repurchase of up to $150.0 million of Class A Shares. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The share repurchase program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the repurchase program or (ii) December 31, 2024. As of June 30, 2022, no share repurchases had been made under the program. This program replaced the previously authorized program, under which program we repurchased 2,000,000 shares during the first quarter of 2022 using cash on hand. Future share repu