Blue Owl Capital Inc 10-Q for FY2024 Q2

Blue Owl Capital Inc. (OWL)

10-Q 2024-08-01 For: 2024-06-30

Added on April 06, 2026

About this 10-Q

Blue Owl Capital Inc filed this 10-Q on August 1, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $129.44M; up 40.8% from $91.94M a year earlier
Net income: $33.95M; up 164.0% from net income of $12.86M a year earlier
Diluted EPS: $0.06; up 200.0% from $0.02 a year earlier

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


Class						Outstanding at July 26, 2024
Class A common stock, par value $0.0001						561,137,652
Class B common stock, par value $0.0001						—
Class C common stock, par value $0.0001						586,663,972
Class D common stock, par value $0.0001						315,683,948


		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	30
Item 4.	Controls and Procedures	30

PART II	OTHER INFORMATION	32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	32
Signatures		35
Index to Financial Statements		F-1


Assets Under Management or AUM						Refers to the assets that we manage, and is 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”) and other securitizations.

Annual Report						Refers to our annual report for the year ended December 31, 2023, filed with the SEC on Form 10-K on February 23, 2024.

our BDCs						Refers to the business development companies (“BDCs”) we manage, as regulated under the Investment Company Act of 1940, as amended: Blue Owl Capital Corporation (NYSE: OBDC) (“OBDC”), Blue Owl Capital Corporation II (“OBDC II”), Blue Owl Capital Corporation III (NYSE: OBDE) (“OBDC III”), Blue Owl Technology Finance Corp. (“OTF”), Blue Owl Technology Finance Corp. II (“OTF II”), Blue Owl Credit Income Corp. (“OCIC”) and Blue Owl Technology Income Corp. (“OTIC”).

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 GP Holdings 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 Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Blue Owl Securities is wholly owned by Blue Owl and provides distribution services to all Blue Owl platforms.

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

Business Combination Date						Refers to May 19, 2021, the date on which the Business Combination was completed.



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.



Credit						Refers to our Credit platform that offers private credit solutions to middle-market companies through our investment strategies: diversified lending, technology lending, first lien lending, opportunistic lending. Our Credit platform also includes our adjacent investment strategy, liquid credit, which focuses on the management of CLOs, and other investment strategies (e.g. strategic equity and healthcare opportunities).


Fee-Paying AUM or FPAUM						Refers to the AUM on which management fees or FRE performance revenues are earned. For our BDCs, FPAUM is generally equal to total assets (including assets acquired with debt but excluding cash). For our other Credit 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 and other securitizations, FPAUM is generally equal to the par value of collateral. For our GP Strategic Capital products, FPAUM for the GP minority stakes strategy is generally equal to capital commitments during the investment period and the cost of unrealized investments after the investment period. For GP Strategic Capitals’ other strategies, FPAUM is generally equal to investment cost. For Real Estate, FPAUM is generally equal to a combination of capital commitments and cost of unrealized investments during the investment period and the cost of unrealized investments after the investment period; however, for certain Real Estate products FPAUM is based on NAV.



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

GAAP						Refers to U.S. generally accepted accounting principles.

GP Strategic Capital						Refers to our GP Strategic Capital platform that primarily focuses on acquiring equity stakes in, and providing debt financing to, large, multi-product private equity and private credit firms through two existing investment strategies: GP minority stakes and GP debt financing, and also includes our professional sports minority stakes strategy.

NYSE						Refers to the New York Stock Exchange.





our products						Refers to the products that we manage, including our BDCs, private funds, CLOs and other securitizations, managed accounts and real estate investment trusts.







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 performance revenues throughout this report.

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

Permanent Capital						Refers to AUM in products that have an indefinite term and do not have 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 or redemptions. 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 platform that primarily focuses on acquiring triple net lease real estate occupied by investment grade and creditworthy tenants and real estate debt finance through two existing investment strategies: net lease and real estate finance.

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.


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


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


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2024		2023		2024		2023
Net Income Attributable to Blue Owl Capital Inc.	$	33,945	$	12,859	$	59,036	$	21,176



Fee-Related Earnings(1)	$	296,475	$	244,597	$	586,173	$	470,496

Distributable Earnings(1)	$	272,965	$	227,016	$	513,064	$	436,030


	Three Months Ended June 30, 2024								Three Months Ended June 30, 2023
(dollars in millions)	Credit		GP Strategic Capital		Real Estate		Total		Credit		GP Strategic Capital		Real Estate		Total
Beginning Balance	$	91,289	$	55,793	$	27,238	$	174,320	$	71,617	$	49,167	$	23,590	$	144,374
Acquisitions	—		—		10,850		10,850		—		—		—		—
New capital raised	3,433		1,288		659		5,380		1,529		184		1,150		2,863
Change in debt	1,341		—		608		1,949		716		—		201		917
Distributions	(1,669)		(643)		(270)		(2,582)		(842)		(409)		(209)		(1,460)
Change in value / other	710		1,406		123		2,239		773		1,992		94		2,859
Ending Balance	$	95,104	$	57,844	$	39,208	$	192,156	$	73,793	$	50,934	$	24,826	$	149,553

	Six Months Ended June 30, 2024								Six Months Ended June 30, 2023
(dollars in millions)	Credit		GP Strategic Capital		Real Estate		Total		Credit		GP Strategic Capital		Real Estate		Total
Beginning Balance	$	84,632	$	54,199	$	26,856	$	165,687	$	68,607	$	48,510	$	21,085	$	138,202
Acquisitions	—		—		10,850		10,850		—		—		—		—
New capital raised	6,463		1,950		1,708		10,121		3,469		504		2,689		6,662
Change in debt	5,238		—		735		5,973		1,655		—		696		2,351
Distributions	(2,918)		(729)		(468)		(4,115)		(1,605)		(1,111)		(416)		(3,132)
Change in value / other	1,689		2,424		(473)		3,640		1,667		3,031		772		5,470
Ending Balance	$	95,104	$	57,844	$	39,208	$	192,156	$	73,793	$	50,934	$	24,826	$	149,553


														MoIC		IRR
(dollars in millions)	Year of Inception	AUM		Capital Raised (4)		Invested Capital (5)		Realized Proceeds (6)		Unrealized Value (7)		Total Value		Gross (8)	Net (9)	Gross (10)		Net (11)
Diversified Lending (1)
Blue Owl Capital Corporation	2016	$	14,941	$	5,970	$	5,970	$	3,205	$	6,015	$	9,220	1.80x	1.57x	13.6	%	9.8	%
Blue Owl Capital Corporation II (2)	2017	$	2,811	$	1,246	$	1,215	$	476	$	1,212	$	1,688	NM	1.41x	NM		7.5	%
Blue Owl Capital Corporation III	2020	$	4,825	$	1,837	$	1,837	$	504	$	1,928	$	2,432	1.41x	1.34x	14.7	%	12.3	%
Blue Owl Credit Income Corp. (2)	2020	$	22,708	$	10,651	$	9,918	$	1,272	$	10,194	$	11,466	NM	1.15x	NM		10.6	%

Technology Lending (1)
Blue Owl Technology Finance Corp.	2018	$	7,383	$	3,329	$	3,329	$	826	$	3,544	$	4,370	1.43x	1.32x	11.9	%	8.6	%
Blue Owl Technology Finance Corp. II	2021	$	7,784	$	4,166	$	1,987	$	173	$	2,095	$	2,268	1.21x	1.15x	16.6	%	11.8	%
Blue Owl Technology Income Corp. (2)	2022	$	4,875	$	2,274	$	2,092	$	229	$	2,159	$	2,388	NM	1.14x	NM		11.9	%

First Lien Lending (3)
Blue Owl First Lien Fund Levered	2018	$	1,781	$	986	$	912	$	524	$	717	$	1,241	1.44x	1.37x	10.9	%	9.0	%
Blue Owl First Lien Fund Unlevered	2019	$	91	$	175	$	156	$	98	$	91	$	189	1.26x	1.21x	6.6	%	5.3	%


														MoIC		IRR
(dollars in millions)	Year of Inception	AUM		Capital Raised		Invested Capital (3)		Realized Proceeds (4)		Unrealized Value (5)		Total Value		Gross (6)	Net (7)	Gross (8)		Net (9)
Net Lease



Blue Owl Real Estate Fund IV (1)	2017	$	1,066	$	1,250	$	1,260	$	1,492	$	470	$	1,962	1.73x	1.56x	23.1	%	19.0	%
Blue Owl Real Estate Net Lease Property Fund	2019	$	6,571	$	3,553	$	3,849	$	1,307	$	3,529	$	4,836	1.29x	1.26x	11.6	%	10.3	%
Blue Owl Real Estate Fund V (1)	2020	$	4,274	$	2,500	$	2,500	$	853	$	2,567	$	3,420	1.47x	1.37x	26.5	%	21.3	%

Blue Owl Real Estate Net Lease Trust (2)	2022	$	5,248	$	3,084	$	3,084	$	116	$	2,879	$	2,995	NM	NM	NM		NM
Blue Owl Real Estate Fund VI (1)	2023	$	6,318	$	5,163	$	438	$	18	$	389	$	407	NM	NM	NM		NM


Exhibit Number						Description






3.1						Certificate of Domestication of Altimar Acquisition Corporation (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on May 21, 2021)
3.2						Certificate of Incorporation of Blue Owl Capital Inc., as amended (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc. Current Report on Form 10-Q filed on May 5, 2022)
3.3						Amended and Restated Bylaws of Blue Owl Capital Inc. (incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc. Quarterly Report on Form 10-Q filed on November 9, 2021)























































4.1						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						Fifth Supplemental Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 of Blue Owl Capital Inc. Current Report on Form 8-K filed on April 18, 2024)
4.3						Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, 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 April 18, 2024)
4.4						First Supplemental Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc. Current Report on Form 8-K filed on April 18, 2024)
4.5						Form of 6.250% Senior Note due 2034 (incorporated by reference to Exhibit 4.3 of Blue Owl Capital Inc. Current Report on Form 8-K filed on April 18, 2024)
4.6*						Registration Rights and Lock-Up Agreement, dated as of July 1, 2024, by and among Blue Owl Capital Inc., Makena Strategic Opportunities Fund — KH, LLC, KIS Holdings Ltd., KIS Participation LP, Kuvare Insurance Services LLC and other sellers party thereto
10.1						Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K/A filed on June 20, 2024)
10.2						Registration Rights Agreement, dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the initial purchasers and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on April 18, 2024)
10.3						Registration Rights Agreement, dated as of June 6, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein, and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the initial purchasers (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on June 6, 2024)
10.4*						First Amendment to Amended and Restated Investor Rights Agreement, dated as of June 13, 2024 among Blue Owl Capital Inc. and the other parties thereto
10.5						Second Amendment to the Amended and Restated Credit Agreement, dated as of July 23, 2024, by and among Blue Owl Finance LLC, the guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd. (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc. Current Report on Form 8-K filed on July 23, 2024)
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


Exhibit Number						Description
101*						Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition as of June 30, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 and (v) the Notes to the Consolidated 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


Date: August 1, 2024	Blue Owl Capital Inc.

	By:	/s/ Alan Kirshenbaum
		Alan Kirshenbaum
		Chief Financial Officer


			Page

Consolidated Statements of Financial Condition as of June 30, 2024 and December 31, 2023			F-2
Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023			F-3
Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023			F-4
Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023			F-6
Notes to Consolidated Financial Statements			F-7


														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 Stakes (1)
Blue Owl GP Stakes I	2011	$	724	$	1,284	$	1,266	$	773	$	501	$	1,274	1.16x	1.01x	2.7	%	0.1	%
Blue Owl GP Stakes II	2014	$	2,961	$	2,153	$	1,961	$	918	$	2,218	$	3,136	1.91x	1.60x	13.8	%	9.3	%
Blue Owl GP Stakes III	2015	$	10,233	$	5,318	$	3,275	$	3,447	$	5,593	$	9,040	3.38x	2.76x	30.2	%	23.5	%
Blue Owl GP Stakes IV	2018	$	15,871	$	9,041	$	6,533	$	4,536	$	8,377	$	12,913	2.37x	1.98x	62.8	%	41.0	%
Blue Owl GP Stakes V	2020	$	13,567	$	12,852	$	4,581	$	2,121	$	3,086	$	5,207	1.31x	1.14x	30.0	%	12.3	%


	Three Months Ended June 30,
(dollars in thousands)	2024		2023		$ Change
Revenues
Management fees, net (includes Part I Fees of $129,442 and $91,938)	$	465,754	$	371,829	$	93,925
Administrative, transaction and other fees	83,906		45,108		38,798
Performance revenues	188		—		188
Total Revenues, Net	549,848		416,937		132,911
Expenses
Compensation and benefits	227,103		208,281		18,822
Amortization of intangible assets	56,734		115,917		(59,183)

General, administrative and other expenses	93,458		51,482		41,976
Total Expenses	377,295		375,680		1,615
Other Loss
Net gains on investments	2,624		3,030		(406)

Interest and dividend income	13,787		5,606		8,181
Interest expense	(32,715)		(19,174)		(13,541)
Change in TRA liability	(2,978)		10,116		(13,094)
Change in warrant liability	3,050		450		2,600
Change in earnout liability	(70)		(1,844)		1,774
Total Other Loss	(16,302)		(1,816)		(14,486)
Income Before Income Taxes	156,251		39,441		116,810
Income tax expense	18,197		5,402		12,795
Consolidated Net Income	138,054		34,039		104,015
Net income attributable to noncontrolling interests	(104,109)		(21,180)		(82,929)
Net Income Attributable to Blue Owl Capital Inc.	$	33,945	$	12,859	$	21,086


	Six Months Ended June 30,
(dollars in thousands)	2024		2023		$ Change
Revenues
Management fees, net (includes Part I Fees of $249,603 and $177,802)	$	913,652	$	730,654	$	182,998
Administrative, transaction and other fees	147,303		76,763		70,540
Performance revenues	2,233		506		1,727
Total Revenues, Net	1,063,188		807,923		255,265
Expenses
Compensation and benefits	451,894		405,899		45,995
Amortization of intangible assets	112,929		186,808		(73,879)
General, administrative and other expenses	170,206		107,616		62,590
Total Expenses	735,029		700,323		34,706
Other Loss
Net gains on investments	5,797		3,642		2,155

Interest and dividend income	18,542		10,395		8,147
Interest expense	(55,199)		(37,536)		(17,663)
Change in TRA liability	(1,959)		8,152		(10,111)
Change in warrant liability	(11,650)		(1,500)		(10,150)
Change in earnout liability	(655)		(2,838)		2,183
Total Other Loss	(45,124)		(19,685)		(25,439)
Income Before Income Taxes	283,035		87,915		195,120
Income tax expense	32,968		11,842		21,126
Consolidated Net Income	250,067		76,073		173,994
Net income attributable to noncontrolling interests	(191,031)		(54,897)		(136,134)
Net Income Attributable to Blue Owl Capital Inc.	$	59,036	$	21,176	$	37,860


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2024		2023		2024		2023
Credit Platform
Diversified lending	$	208,010	$	155,086	$	400,388	$	301,181
Technology lending	61,428		48,097		120,638		95,787
First lien lending	3,410		4,748		7,513		9,233
Opportunistic lending	2,398		2,475		4,783		4,875
Liquid credit	6,736		6,136		13,535		13,654
Other	6,328		—		12,254		—
Management Fees, Net	288,310		216,542		559,111		424,730
Administrative, transaction and other fees	41,703		18,509		65,978		26,033
FRE performance revenues	188		—		363		—
FRE Revenues - Credit Platform	330,201		235,051		625,452		450,763

GP Strategic Capital Platform
GP minority stakes	139,489		130,424		279,275		260,720
GP debt financing	5,674		3,626		11,079		7,377
Professional sports minority stakes	732		565		1,964		967
Management Fees, Net	145,895		134,615		292,318		269,064
Administrative, transaction and other fees	1,632		1,306		3,250		2,509
FRE Revenues - GP Strategic Capital Platform	147,527		135,921		295,568		271,573

Real Estate Platform
Net lease	40,853		30,442		82,187		56,399
Real estate finance	1,356		—		1,356		—
Management Fees, Net	42,209		30,442		83,543		56,399
FRE performance revenues	—		—		1,870		—
Administrative, transaction and other fees	69		62		121		144
FRE Revenues - Real Estate Platform	42,278		30,504		85,534		56,543
Total FRE Revenues	$	520,006	$	401,476	$	1,006,554	$	778,879


	June 30, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	436,751	$	104,160
Due from related parties	435,988		367,136
Investments (includes $358,830 and $78,779 at fair value and $171,009 and $337,595 of investments in the Company’s products, respectively)	431,127		344,265
Operating lease assets	287,564		281,669
Strategic Revenue-Share Purchase consideration, net	395,761		417,081
Deferred tax assets	1,047,421		781,694
Intangible assets, net	2,105,079		2,110,008
Goodwill	4,298,441		4,224,153
Other assets, net	222,425		187,455
Total Assets	$	9,660,557	$	8,817,621
Liabilities
Debt obligations, net	$	2,458,530	$	1,681,241
Accrued compensation	224,130		370,726
Operating lease liabilities	348,237		319,532
TRA liability (includes $110,290 and $116,398 at fair value, respectively)	1,169,549		879,509
Warrant liability, at fair value	34,250		22,600
Earnout liability, at fair value	23,796		92,909
Deferred tax liabilities	33,700		34,419
Accounts payable, accrued expenses and other liabilities	150,219		138,754
Total Liabilities	4,442,411		3,539,690
Commitments and Contingencies (Note 8)
Stockholders’ Equity


Class A Shares, par value $0.0001 per share, 2,500,000,000 authorized, 537,618,016 and 464,425,386 issued and outstanding, respectively	54		46

Class C Shares, par value $0.0001 per share, 1,500,000,000 authorized, 586,663,972 and 632,486,822 issued and outstanding, respectively	59		63
Class D Shares, par value $0.0001 per share, 350,000,000 authorized, 315,683,948 and 317,089,623 issued and outstanding, respectively	32		32

Additional paid-in capital	2,729,472		2,410,982
Accumulated deficit	(982,742)		(882,884)
Total Stockholders’ Equity Attributable to Blue Owl Capital Inc.	1,746,875		1,528,239
Stockholders’ equity attributable to noncontrolling interests	3,471,271		3,749,692
Total Stockholders’ Equity	5,218,146		5,277,931
Total Liabilities and Stockholders’ Equity	$	9,660,557	$	8,817,621


Blue Owl Capital Inc.
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(Dollars in Thousands, Except Per Share Data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023













Class A Shares Par Value
Beginning balance	$	50	$	45	$	46	$	45



Shares delivered on vested RSUs	—		—		1		—

Class A Shares issued in connection with Prima Acquisition	1		—		1		—
Class C Shares and Common Units exchanged for Class A Shares	3		—		6		—

Ending Balance	$	54	$	45	$	54	$	45







Class C Shares Par Value
Beginning balance	$	61	$	64	$	63	$	63


Settlement of Oak Street Earnout Securities	—		—		1		1

Common Units issued in connection with Prima Acquisition	1		—		1		—
Class C Shares and Common Units exchanged for Class A Shares	(3)		(1)		(6)		(1)


Ending Balance	$	59	$	63	$	59	$	63

Class D Shares Par Value
Beginning balance	$	32	$	32	$	32	$	32



Ending Balance	$	32	$	32	$	32	$	32







Additional Paid-in Capital
Beginning balance	$	2,568,949	$	2,328,516	$	2,410,982	$	2,293,903








Equity classified contingent consideration in connection with Wellfleet Acquisition	—		(969)		—		(969)
Deferred taxes on capital transactions	125,326		18,213		284,114		10,160
TRA liability on capital transactions	(149,427)		(22,535)		(316,190)		(23,523)

Equity-based compensation	6,106		3,055		11,187		7,563




Withholding taxes on vested RSUs	(201)		(160)		(6,313)		(1,555)

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership	68,892		33,710		235,865		74,251
Class A Shares issued in connection with Prima Acquisition	109,827		—		109,827		—
Ending Balance	$	2,729,472	$	2,359,830	$	2,729,472	$	2,359,830

Accumulated Deficit
Beginning balance	$	(922,988)	$	(738,949)	$	(882,884)	$	(689,345)
Cash dividends declared on Class A Shares	(93,699)		(62,435)		(158,894)		(120,356)
Comprehensive income	33,945		12,859		59,036		21,176
Ending Balance	$	(982,742)	$	(788,525)	$	(982,742)	$	(788,525)
Total Stockholders’ Equity Attributable to Blue Owl Capital Inc.	$	1,746,875	$	1,571,445	$	1,746,875	$	1,571,445

Stockholders’ Equity Attributable to Noncontrolling Interests
Beginning balance	$	3,525,462	$	3,879,630	$	3,749,692	$	3,944,188






Equity-based compensation	51,795		61,075		115,169		125,880


Contributions	7,002		9,952		14,974		19,777
Distributions	(174,976)		(137,800)		(379,178)		(267,158)
Withholding taxes on vested RSUs	(424)		(253)		(11,747)		(3,259)
Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership	(68,892)		(33,709)		(235,865)		(74,250)
Common Units issued in connection with Prima Acquisition	27,195		—		27,195		—
Comprehensive income	104,109		21,180		191,031		54,897
Ending Balance	$	3,471,271	$	3,800,075	$	3,471,271	$	3,800,075
Total Stockholders’ Equity	$	5,218,146	$	5,371,520	$	5,218,146	$	5,371,520

Cash Dividends Paid per Class A Share	$	0.18	$	0.14	$	0.32	$	0.27


						June 30, 2024
Class A Shares						537,618,016

Class C Shares						586,663,972
Class D Shares						315,683,948
RSUs						29,142,465
Private Placement Warrants						5,000,000


Units						June 30, 2024
GP Units						537,618,016
Common Units						902,347,920
Incentive Units						32,825,014


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023



Number of RSUs withheld to satisfy tax withholding obligations	31,669	39,640	1,000,818	358,946


Standard	Description	Effective Date and Method of Adoption	Impact on Financial Statements
ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	The guidance requires incremental disclosures related to a public entity’s reportable segment disclosure requirements. The amendments are as follows: •Introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”). •Extend certain annual disclosures to interim periods. •Clarify single reportable segment entities must apply ASC 280 in its entirety. •Require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. •Permit more than one measure of segment profit or loss to be reported under certain conditions. The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.	Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. The Company plans to adopt the ASU beginning with the 2024 Form 10-K.	The Company is currently evaluating the impact of the required disclosures for entities with a single reportable segment, as well as the nature of other new quantitative and qualitative disclosures in the ASU.
ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures	The ASU enhances income tax disclosures for public business entities by requiring entities to disclose: •A tabular rate reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory (i.e. expected) tax further broken out by nature and/or jurisdiction. •Income taxes paid (net of refunds received), broken out between federal (national), state/local and foreign, and amounts paid to individual jurisdictions when 5% or more of the total income taxes are paid. The ASU also includes other amendments, such as replacing the term ‘public entity’ with ‘public business entity’ and the removal of certain disclosures.	For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company plans to adopt the ASU beginning with the 2025 Form 10-K.	The guidance will result in enhanced disclosures that will improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction.


(dollars in thousands)
Consideration
Equity consideration(1)	$	137,022
Cash consideration(2)	28,116
Earnout consideration(3)	18,600
Total Consideration	$	183,738

Net Identifiable Assets Acquired and Goodwill
Assets acquired:
Cash and cash equivalents	$	158
Due from related parties	2,005
Operating lease assets	456
Deferred tax assets	4,243
Intangible assets - Investment management agreements	108,000
Other assets, net	412
Total assets acquired	115,274
Liabilities assumed:
Operating lease liabilities	456
Deferred tax liabilities	1,735
Accounts payable, accrued expenses and other liabilities	3,633
Total liabilities assumed	5,824
Net Identifiable Assets Acquired	$	109,450
Goodwill(4)	$	74,288


(dollars in thousands)
Period	Amortization
July 1, 2024 to December 31, 2024	$	117,763
2025	229,458
2026	215,621
2027	201,315
2028	196,284
Thereafter	1,144,638
Total	$	2,105,079


	June 30, 2024
(dollars in thousands)	Level I		Level II		Level III		Total
Investments, at Fair Value


Preferred equity investment	$	—	$	—	$	253,581	$	253,581
Equity investments in the Company’s products	—		99,334		—		99,334
CLOs	—		—		5,915		5,915
Total Assets, at Fair Value	$	—	$	99,334	$	259,496	$	358,830

Liabilities, at Fair Value
TRA liability	$	—	$	—	$	110,290	$	110,290
Warrant liability	—		—		34,250		34,250
Earnout liability	—		462		23,334		23,796
Total Liabilities, at Fair Value	$	—	$	462	$	167,874	$	168,336


	December 31, 2023
(dollars in thousands)	Level I		Level II		Level III		Total
Investments, at Fair Value
Equity investments in the Company’s products	$	—	$	76,258	$	—	$	76,258
CLOs	—		—		2,521		2,521
Total Assets, at Fair Value	$	—	$	76,258	$	2,521	$	78,779

Liabilities, at Fair Value
TRA liability	$	—	$	—	$	116,398	$	116,398
Warrant liability	—		—		22,600		22,600
Earnout liability	—		790		92,119		92,909
Total Liabilities, at Fair Value	$	—	$	790	$	231,117	$	231,907


Three Months Ended June 30, 2024	Level III Assets
(dollars in thousands)	Preferred Equity		CLOs		Total
Beginning balance	$	—	$	2,377	$	2,377
Purchases	253,585		3,700		257,285
Net gains (losses)	(4)		(162)		(166)
Ending Balance	$	253,581	$	5,915	$	259,496
Change in net unrealized gains (losses) on assets still recognized at the reporting date	$	(4)	$	(162)	$	(166)

Six Months Ended June 30, 2024	Level III Assets
(dollars in thousands)	Preferred Equity		CLOs		Total
Beginning balance	$	—	$	2,521	$	2,521
Purchases	253,585		3,700		257,285
Net gains (losses)	(4)		(306)		(310)
Ending Balance	$	253,581	$	5,915	$	259,496
Change in net unrealized gains (losses) on assets still recognized at the reporting date	$	(4)	$	(306)	$	(310)


Three Months Ended June 30, 2024	Level III Liabilities
(dollars in thousands)	TRA Liability		Warrant Liability		Earnout Liability		Total
Beginning balance	$	107,311	$	37,300	$	9,646	$	154,257
Issuances	—		—		18,600		18,600

Settlements	—		—		(5,000)		(5,000)
Net (gains) losses	2,979		(3,050)		88		17
Ending Balance	$	110,290	$	34,250	$	23,334	$	167,874
Change in net unrealized (gains) losses on liabilities still recognized at the reporting date	$	2,979	$	(3,050)	$	88	$	17

Six Months Ended June 30, 2024	Level III Liabilities
(dollars in thousands)	TRA Liability		Warrant Liability		Earnout Liability		Total
Beginning balance	$	116,398	$	22,600	$	92,119	$	231,117
Issuances	—		—		18,600		18,600

Settlements	(8,551)		—		(87,875)		(96,426)
Net losses	2,443		11,650		490		14,583
Ending Balance	$	110,290	$	34,250	$	23,334	$	167,874
Change in net unrealized losses on liabilities still recognized at the reporting date	$	2,851	$	11,650	$	243	$	14,744


(dollars in thousands)	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range				Weighted Average		Impact to Valuation from an Increase in Input
Assets
Preferred equity	$	253,581	Discounted cash flow	Discount Rate	13	%	-	13%	13	%	Decrease
CLOs	5,915		Discounted cash flow	Yield	10	%	-	13%	12	%	Decrease
Total Assets, at Fair Value	$	259,496

Liabilities
TRA liability	$	110,290	Discounted cash flow	Discount Rate	12	%	-	12%	12	%	Decrease
Warrant liability	34,250		Monte Carlo Simulation	Volatility	30	%	-	30%	30	%	Increase
Earnout liability:


Prima Earnouts	18,600		Monte Carlo Simulation	Volatility	38	%	-	38%	38	%	Increase

Wellfleet Earnouts	4,734		Discounted cash flow	Discount Rate	6	%	-	6%	6	%	Decrease
	23,334

Total Liabilities, at Fair Value	$	167,874


(dollars in thousands)
Future Maturity of Operating Lease Payments	Operating Leases
July 1, 2024 to December 31, 2024	$	10,535
2025	37,149
2026	41,841
2027	40,590
2028	41,357
Thereafter	325,063
Total Lease Payments	496,535
Imputed interest	(148,298)
Total Lease Liabilities	$	348,237


	June 30, 2024
(dollars in thousands)	Maturity Date	Aggregate Facility Size		Outstanding Debt		Amount Available		Net Carrying Value
2028 Notes	5/26/2028	$	59,800	$	59,800	$	—	$	57,739
2031 Notes	6/10/2031	700,000		700,000		—		688,007
2032 Notes	2/15/2032	400,000		400,000		—		393,233
2034 Notes	4/18/2034	1,000,000		1,000,000		—		981,412
2051 Notes	10/7/2051	350,000		350,000		—		338,139
Revolving Credit Facility	6/29/2028	1,550,000		—		1,543,424		—
Total		$	4,059,800	$	2,509,800	$	1,543,424	$	2,458,530


(dollars in thousands)	Potential Payments Under the Tax Receivable Agreement
July 1, 2024 to December 31, 2024	$	—
2025	53,713
2026	67,213
2027	85,763
2028	94,636
Thereafter	986,584
Total Payments	1,287,909
Less adjustment to fair value for contingent consideration	(118,360)
Total TRA Liability	$	1,169,549


	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
Prima Earnouts(6)	Excluded	Contingently issuable shares If-converted method (for earnouts issuable in Common Units)


Three Months Ended June 30, 2024	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	$	33,945	530,100,825	$	0.06
Effect of dilutive securities:
Unvested RSUs	—		9,291,978			—
Warrants	—		—			5,000,000
Vested Common Units	—		—			914,634,647
Vested Incentive Units	—		—			8,682,288
Unvested Incentive Units	—		—			25,120,357

Diluted	$	33,945	539,392,803	$	0.06

Six Months Ended June 30, 2024	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	$	59,036	509,268,023	$	0.12
Effect of dilutive securities:
Unvested RSUs	—		8,988,697			—
Warrants	(4,014)		1,773,918			—
Vested Common Units	—		—			933,113,759
Vested Incentive Units	—		—			8,659,286
Unvested Incentive Units	—		—			25,201,657

Diluted	$	55,022	520,030,638	$	0.11


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 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	$	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


Date: August 1, 2024			/s/ Douglas I. Ostrover
			Douglas I. Ostrover
			Co-Chief Executive Officer (Principal Executive Officer)