Market Overview

Oaktree Announces Second Quarter 2018 Financial Results

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As of June 30, 2018 or for the quarter then ended, and where applicable,
per Class A unit:

  • GAAP net income attributable to Oaktree Capital Group, LLC
    ("OCG") was $31.1 million ($0.44 per unit), down from $117.3 million
    ($1.83) for the second quarter of 2017, primarily driven by lower
    incentive income relative to the second quarter of 2017's record
    amount.
  • Adjusted net income was $91.5 million ($0.51 per unit), down
    from $281.7 million ($1.73) for the second quarter of 2017, primarily
    driven by lower incentive income.
  • Distributable earnings were $114.3 million ($0.69 per unit),
    down from $289.3 million ($1.65) for the second quarter of 2017,
    primarily driven by lower incentive income.
  • Assets under management were $121.6 billion, up slightly for
    both the quarter and last 12 months. Gross capital raised was $3.3
    billion and $9.6 billion for the quarter and last 12 months,
    respectively. Uncalled capital commitments ("dry powder") were $20.3
    billion, of which $14.1 billion were not yet generating management
    fees ("shadow AUM").
  • Management fee-generating assets under management were $100.5
    billion, down 1% for both the quarter and last 12 months.
  • A distribution was declared of $0.55 per unit, bringing
    aggregate distributions relating to the last 12 months to $2.83.

Oaktree Capital Group, LLC (NYSE:OAK) today reported its unaudited
financial results for the second quarter ended June 30, 2018.

Jay Wintrob, Chief Executive Officer, said, "Oaktree delivered strong
investment performance and solid fundraising of $3.3 billion in the
second quarter. We are deploying our dry powder judiciously, consistent
with our view that it is late in the cycle, and capitalizing on the
current market environment by actively harvesting investments, boding
well for future distributable earnings."

Series A Preferred Unit Issuance

On May 17, 2018, Oaktree issued 7,200,000 6.625% Series A Preferred
units representing limited liability company interests with a
liquidation preference of $25.00 per unit. The issuance resulted in
$173.7 million in net proceeds. Distributions on the Series A Preferred
units, when and if declared by the board of directors of Oaktree, will
be paid quarterly on March 15, June 15, September 15 and December 15 of
each year, beginning on September 15, 2018. Distributions on the Series
A Preferred units are non-cumulative.

Class A Unit Distribution

The distribution of $0.55 per Class A unit attributable to the second
quarter of 2018 will be paid on August 10, 2018 to Class A unitholders
of record at the close of business on August 6, 2018.

Series A Preferred Unit Distribution

A distribution was declared of $0.542882 per Series A Preferred unit,
which will be paid on September 17, 2018 to Series A Preferred
unitholders of record at the close of business on September 1, 2018. The
first distribution on Series A Preferred units is calculated based on
the date of the original issuance, reflecting a period longer than three
months. Future distributions will reflect a period of three months.

Conference Call

Oaktree will host a conference call to discuss its second quarter 2018
financial results today at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific
Time. The conference call may be accessed by dialing (844) 824-3833
(U.S. callers) or +1 (412) 317-5102 (non-U.S. callers), participant
password OAKTREE. Alternatively, a live webcast of the conference call
can be accessed through the Unitholders – Investor Relations section of
the Oaktree website, http://ir.oaktreecapital.com/.
For those individuals unable to listen to the live broadcast of the
conference call, a replay will be available for 30 days on Oaktree's
website, or by dialing (877) 344-7529 (U.S. callers) or +1
(412) 317-0088 (non-U.S. callers), access code 10121537, beginning
approximately one hour after the broadcast.

About Oaktree

Oaktree is a leader among global investment managers specializing in
alternative investments, with $122 billion in assets under management as
of June 30, 2018. The firm emphasizes an opportunistic, value-oriented
and risk-controlled approach to investments in credit, private equity,
real assets and listed equities. The firm has over 900 employees and
offices in 18 cities worldwide. For additional information, please visit
Oaktree's website at www.oaktreecapital.com.

The table below presents (a) GAAP results, (b) non-GAAP results for both
the Operating Group and per Class A unit, and (c) assets under
management and accrued incentives (fund level) data. Please refer to the
Glossary for definitions.

 
 

As of or for the Three Months
Ended June 30,

  As of or for the Six Months
Ended June 30,
2018   2017 2018   2017
GAAP Results: (in thousands, except per unit data or as otherwise indicated)
 
Revenues $ 213,283 $ 634,055 $ 550,604 $ 923,640
Net income-Class A 31,121 117,324 83,853 172,239
Net income per Class A unit 0.44 1.83 1.21 2.71
 
Non-GAAP Results: (1)
Adjusted revenues $ 273,525 $ 704,362 $ 724,681 $ 1,095,549
Adjusted net income 91,495 281,654 251,858 442,818
Adjusted net income-Class A 36,146 111,106 99,049 164,847
 
Distributable earnings revenues 287,055 699,860 764,319 1,077,604
Distributable earnings 114,286 289,290 308,259 448,511
Distributable earnings-Class A 49,389 106,198 129,567 161,371
 
Fee-related earnings revenues 195,935 202,714 398,882 403,921
Fee-related earnings 50,875 69,001 109,362 132,780
Fee-related earnings-Class A 21,303 23,654 45,572 45,554
 
Economic net income revenues 341,490 415,518 668,274 861,030
Economic net income 122,048 179,275 229,594 362,926
Economic net income-Class A 48,740 67,355 91,249 131,415
 
Per Class A Unit:
Adjusted net income $ 0.51 $ 1.73 $ 1.42 $ 2.59
Distributable earnings 0.69 1.65 1.86 2.54
Fee-related earnings 0.30 0.37 0.66 0.72
Economic net income 0.68 1.05 1.31 2.07
 
Weighted average number of Operating Group units outstanding 157,184 155,933 156,689 155,303
Weighted average number of Class A units outstanding 71,177 64,193 69,556 63,611
 
Operating Metrics: (1)
Assets under management (in millions):
Assets under management $ 121,584 $ 121,053 $ 121,584 $ 121,053
Management fee-generating assets under management 100,547 101,600 100,547 101,600
Incentive-creating assets under management 33,291 31,348 33,291 31,348
Uncalled capital commitments 20,325 21,468 20,325 21,468
Accrued incentives (fund level):
Incentives created (fund level) 119,317 171,052 230,502 372,819
Incentives created (fund level), net of associated incentive income
compensation expense
60,921 87,543 113,219 184,328
Accrued incentives (fund level) 1,863,932 1,779,578 1,863,932 1,779,578
Accrued incentives (fund level), net of associated incentive income
compensation expense
898,588 866,650 898,588 866,650
 

Note: Oaktree discloses in this earnings release certain revenues and
financial measures, including measures that are calculated and presented
on a basis other than generally accepted accounting principles in the
United States ("non-GAAP"). Examples of such non-GAAP measures are
identified in the table above. Such non-GAAP measures should be
considered in addition to, and not as a substitute for or superior to,
net income, net income per Class A unit or other financial measures
calculated in accordance with GAAP. Reconciliations of these non-GAAP
financial measures to the most directly comparable GAAP financial
measures are presented at Exhibit A. All non-GAAP measures and all
interim results presented in this release are unaudited.

(1)   Beginning with the first quarter of 2018, management fees and
incentive income reflect the portion of the earnings from management
fees and performance fees, respectively, attributable to our 20%
ownership interest in DoubleLine. Such earnings were previously
reported as investment income. Additionally, AUM, management
fee-generating AUM, incentive-creating AUM and incentives created
(fund level) now reflect our pro-rata portion (based on our 20%
ownership stake) of DoubleLine's total AUM, management
fee-generating AUM, incentive-creating AUM and performance fees,
respectively. All prior periods have been recast to reflect this
change.
 

GAAP Results

Oaktree consolidates entities in which it has a direct or indirect
controlling financial interest. Investment vehicles in which we have a
significant investment, such as collateralized loan obligation vehicles
("CLOs") and certain Oaktree funds, are consolidated under GAAP. When a
CLO or fund is consolidated, the assets, liabilities, revenues, expenses
and cash flows of the consolidated funds are reflected on a gross basis,
and the majority of the economic interests in those consolidated funds,
which are held by third-party investors, are reflected as debt
obligations of CLOs or non-controlling interests. All of the revenues
earned by us as investment manager of the consolidated funds are
eliminated in consolidation. However, because the eliminated amounts are
earned from and funded by third-party investors, the consolidation of a
fund does not impact net income or loss attributable to OCG.

In the first quarter of 2018, Oaktree adopted the new revenue
recognition standard on a modified retrospective basis, which did not
require prior periods to be recast. Instead, a cumulative-effect
adjustment to increase retained earnings of $48.7 million, net of tax,
was recorded as of January 1, 2018. This adjustment relates to revenues
that would have met the recognition criteria under the new standard as
of January 1, 2018.

Total revenues decreased $420.8 million, or 66.4%, to $213.3 million for
the second quarter of 2018, from $634.1 million for the second quarter
of 2017, primarily reflecting lower incentive income. The impact on
revenues as a result of applying the new revenue recognition standard
was a net increase of $2.4 million for the second quarter of 2018.

Total expenses decreased $238.8 million, or 56.4%, to $184.6 million for
the second quarter of 2018, from $423.4 million for the second quarter
of 2017, primarily reflecting lower incentive income compensation
expense.

Other income decreased $48.5 million, or 53.7%, to $41.9 million for the
second quarter of 2018, from $90.4 million for the second quarter of
2017, primarily reflecting variations in returns on our fund investments
between periods.

Net income attributable to OCG Class A unitholders decreased $86.2
million, or 73.5%, to $31.1 million for the second quarter of 2018, from
$117.3 million for the second quarter of 2017, primarily reflecting
lower incentive income.

Operating Metrics

Assets Under Management

Assets under management were $121.6 billion as of June 30, 2018, $121.4
billion as of March 31, 2018 and $121.1 billion as of June 30, 2017. The
$0.2 billion increase since March 31, 2018 primarily reflected $2.4
billion in new capital commitments to closed-end funds, $0.7 billion in
market-value gains and $0.3 billion attributable to DoubleLine, largely
offset by $1.9 billion of distributions to closed-end fund investors,
$0.8 billion in unfavorable foreign-currency translation and $0.3
billion of net outflows from open-end funds. Commitments to closed-end
funds included $1.1 billion for Oaktree Transportation Infrastructure
Fund ("TIF") and $0.7 billion for Oaktree Special Situations Fund II
("SSF II").

The $0.5 billion increase in AUM since June 30, 2017 primarily reflected
$4.4 billion of capital commitments to closed-end funds, $3.9 billion in
market-value gains, $2.2 billion attributable to DoubleLine, $2.1
billion from becoming the investment adviser to two publicly-traded
business development companies (the "BDC acquisition") and $0.4 billion
in favorable foreign-currency translation, largely offset by $8.8
billion of distributions to closed-end fund investors and $3.6 billion
of net outflows from open-end funds. Commitments to closed-end funds
included $1.6 billion for our Real Estate strategy, $1.1 billion to TIF,
$0.7 billion for SSF II and $0.3 billion for our European Private Debt
strategy. Distributions to closed-end fund investors included $4.5
billion from Credit funds, $2.3 billion from Real Asset funds and $2.0
billion from Private Equity funds.

Management Fee-generating Assets Under Management

Management fee-generating AUM, a forward-looking metric, was $100.5
billion as of June 30, 2018, $102.0 billion as of March 31, 2018 and
$101.6 billion as of June 30, 2017. The $1.5 billion decrease since
March 31, 2018 primarily reflected $1.0 billion attributable to
closed-end funds in liquidation, $0.8 billion in unfavorable
foreign-currency translation and $0.4 billion of net outflows from
open-end funds, partially offset by $0.4 billion from capital drawn by
funds that pay fees based on drawn capital, NAV or cost basis and $0.3
billion attributable to DoubleLine.

The $1.1 billion decrease in management fee-generating AUM since June
30, 2017 primarily reflected $5.5 billion attributable to closed-end
funds in liquidation, $3.7 billion of net outflows from open-end funds
and $0.9 billion of distributions by closed-end funds that pay fees
based on NAV. These decreases were partially offset by $2.2 billion
attributable to DoubleLine, $2.1 billion from the BDC acquisition, $1.8
billion from capital drawn by closed-end funds that pay fees based on
drawn capital, NAV or cost basis, $1.4 billion in market-value gains,
$0.9 billion from the start of the investment period for Oaktree
European Principal Fund IV ("EPF IV") in July 2017, and $0.3 billion in
favorable foreign-currency translation.

Incentive-creating Assets Under Management

Incentive-creating AUM was $33.3 billion as of June 30, 2018, $33.0
billion as of March 31, 2018 and $31.3 billion as of June 30, 2017. The
$0.3 billion increase since March 31, 2018 reflected an aggregate $2.3
billion in drawdowns or contributions by closed-end and evergreen funds
and market-value gains, partially offset by an aggregate $2.0 billion
decline primarily attributable to distributions by closed-end funds. The
$2.0 billion increase since June 30, 2017 reflected an aggregate $9.0
billion in drawdowns or contributions by closed-end and evergreen funds
and market-value gains and $2.1 billion from the BDC acquisition,
partially offset by an aggregate decline of $9.1 billion primarily
attributable to distributions by closed-end funds.

Of the $33.3 billion in incentive-creating AUM as of June 30, 2018,
$21.0 billion (or 63%), was generating incentives at the fund level, as
compared with $20.3 billion (65%), of the $31.3 billion of
incentive-creating AUM as of June 30, 2017.

Accrued Incentives (Fund Level) and Incentives
Created (Fund Level)

Accrued incentives (fund level) were $1.9 billion as of June 30, 2018
and $1.8 billion as of both March 31, 2018 and June 30, 2017. The second
quarter of 2018 reflected $119.3 million of incentives created (fund
level) and $51.4 million of incentive income recognized.

Accrued incentives (fund level), net of incentive income compensation
expense ("net accrued incentives (fund level)"), were $898.6 million as
of June 30, 2018, $868.0 million as of March 31, 2018, and $866.7
million as of June 30, 2017. The portion of net accrued incentives (fund
level) represented by funds that were currently paying incentives as of
June 30, 2018, March 31, 2018 and June 30, 2017 was $214.6 million (or
24%), $197.3 million (23%) and $236.5 million (27%), respectively, with
the remainder arising from funds that as of that date were not at the
stage of their cash distribution waterfall where Oaktree was entitled to
receive incentives, other than possibly tax-related distributions.

Uncalled Capital Commitments

Uncalled capital commitments were $20.3 billion as of June 30, 2018,
$19.6 billion as of March 31, 2018, and $21.5 billion as of June 30,
2017. Invested capital during the quarter and 12 months ended June 30,
2018 aggregated $1.9 billion and $7.9 billion, respectively, as compared
with $1.8 billion and $7.6 billion for the comparable prior-year periods.

Non-GAAP Results

Adjusted Revenues

Adjusted revenues decreased $430.9 million, or 61.2%, to $273.5 million
in the second quarter of 2018, from $704.4 million in the second quarter
of 2017, primarily driven by lower incentive income, as well as declines
in management fees and investment income.

Management Fees

Management fees decreased $6.8 million, or 3.4%, to $195.9 million in
the second quarter of 2018, from $202.7 million in the second quarter of
2017. The decrease reflected an aggregate decline of $27.1 million
primarily attributable to closed-end funds in liquidation, partially
offset by an aggregate increase of $20.3 million principally from the
BDC acquisition, the start of the investment period for EPF IV and
closed-end funds that pay management fees based on drawn capital, NAV or
cost basis.

Incentive Income

Incentive income decreased $408.5 million, or 88.8%, to $51.4 million in
the second quarter of 2018, from $459.9 million in the second quarter of
2017. The decrease was primarily attributable to the $427.8 million of
incentive income in the prior-year period from Oaktree Principal
Opportunities Fund IV, which started paying incentive income in the
second quarter of 2017.

Investment Income

Investment income decreased $15.6 million, or 37.3%, to $26.2 million in
the second quarter of 2018, from $41.8 million in the second quarter of
2017. The decrease primarily reflected lower returns on our Listed
Equities investments.

Adjusted Expenses

Compensation and Benefits

Compensation and benefits expense increased $4.3 million, or 4.3%, to
$103.6 million in the second quarter of 2018, from $99.3 million in the
second quarter of 2017, in part reflecting growth in average headcount,
as well as higher expenses relating to the infrastructure investing team
that Oaktree acquired in 2014. In 2017, a portion of the expenses
attributable to that team were paid for by a legacy Highstar fund. That
fund stopped paying management fees in the fourth quarter of 2017, and
thereafter Oaktree became responsible for all of the expenses of the
infrastructure team.

Equity-based Compensation

Equity-based compensation expense increased $0.3 million, or 2.2%, to
$14.1 million in the second quarter of 2018, from $13.8 million in the
second quarter of 2017.

Incentive Income Compensation

Incentive income compensation expense decreased $249.0 million, or
92.2%, to $21.0 million in the second quarter of 2018, from $270.0
million in the second quarter of 2017, primarily reflecting the decline
in incentive income.

General and Administrative

General and administrative expense increased $6.7 million, or 20.7%, to
$39.1 million in the second quarter of 2018, from $32.4 million in the
second quarter of 2017. The increase primarily reflected higher new
product development costs and expenses relating to the infrastructure
investing team that Oaktree acquired in 2014.

Depreciation and Amortization

Depreciation and amortization expense increased $0.3 million, or 15.0%,
to $2.3 million in the second quarter of 2018, from $2.0 million in the
second quarter of 2017, primarily reflecting amortization of additional
leasehold improvements.

Interest Expense, Net

Interest expense, net decreased $4.1 million, or 63.1%, to $2.4 million
in the second quarter of 2018, from $6.5 million in the second quarter
of 2017. The decline reflected the refinancing of our senior notes in
the fourth quarter of 2017 and higher interest income.

Adjusted Net Income

ANI decreased $190.2 million, or 67.5%, to $91.5 million in the second
quarter of 2018, from $281.7 million in the second quarter of 2017. The
decrease primarily reflected declines of $159.6 million in incentive
income, net of incentive income compensation expense ("net incentive
income"), $18.1 million in fee-related earnings and $15.6 million in
investment income, partially offset by a $4.1 million decrease in net
interest expense. The portion of ANI attributable to our Class A units
was $36.1 million, or $0.51 per unit, and $111.1 million, or $1.73 per
unit, for the second quarters of 2018 and 2017, respectively.

The effective tax rates applied to ANI in the second quarters of 2018
and 2017 were 12% and 4%, respectively, resulting from full-year
effective tax rates of 10% and 11%, respectively. The rate used for
interim fiscal periods is based on an estimated full-year effective tax
rate on income that can be reliably forecasted, combined with tax
expense in the current period on incentive income and any other income
that cannot be reliably estimated. We generally expect variability in
tax rates between periods because the effective tax rate is a function
of the mix of income and other factors, each of which can have a
material impact on the particular period's income tax expense and often
vary significantly within or between years. In general, the annual
effective tax rate increases as the proportion of ANI arising from
fee-related earnings and certain incentive and investment income rises,
and vice versa.

Distributable Earnings

Distributable earnings decreased $175.0 million, or 60.5%, to $114.3
million in the second quarter of 2018, from $289.3 million in the second
quarter of 2017, primarily reflecting declines of $159.6 million in net
incentive income and $18.1 million in fee-related earnings, partially
offset by a $2.5 million increase in investment income proceeds. For the
second quarters of 2018 and 2017, investment income proceeds totaled
$39.8 million and $37.3 million, respectively. The portion of
distributable earnings attributable to our Class A units was $0.69 and
$1.65 per unit for the second quarters of 2018 and 2017, respectively,
reflecting distributable earnings per Operating Group unit of $0.73 and
$1.86, respectively, less costs borne by Class A unitholders for
professional fees and other expenses, cash taxes attributable to the
Intermediate Holding Companies, and amounts payable pursuant to the tax
receivable agreement.

Fee-related Earnings

Fee-related earnings decreased $18.1 million, or 26.2%, to $50.9 million
in the second quarter of 2018, from $69.0 million in the second quarter
of 2017, primarily reflecting $6.8 million in lower management fees,
$6.7 million in higher general and administrative expense and $4.3
million in higher compensation and benefits expense. The portion of
fee-related earnings attributable to our Class A units was $0.30 and
$0.37 per unit for the second quarters of 2018 and 2017, respectively.

The effective tax rates applicable to fee-related earnings for the
second quarters of 2018 and 2017 were 5% and 16%, respectively,
resulting from full-year effective tax rates of 6% and 15%,
respectively. The rate used for interim fiscal periods is based on the
estimated full-year effective tax rate, which is subject to change as
the year progresses. In general, the annual effective tax rate increases
as annual fee-related earnings increase, and vice versa.

Capital and Liquidity

As of June 30, 2018, Oaktree and its operating subsidiaries had $832
million of cash and U.S. Treasury and other securities, and $746 million
of outstanding debt, which included no borrowings outstanding against
its $500 million revolving credit facility. As of June 30, 2018,
Oaktree's investments in funds and companies on a non-GAAP basis had a
carrying value of $1.6 billion, with the 20% investment in DoubleLine
carried at $22 million based on cost, as adjusted under the equity
method of accounting. Net accrued incentives (fund level) represented an
additional $899 million as of that date.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended, and
Section 21E of the U.S. Securities Exchange Act of 1934, as amended,
which reflect the current views of Oaktree, with respect to, among other
things, our future results of operations and financial performance. In
some cases, you can identify forward-looking statements by words such as
"anticipate," "approximately," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "outlook," "plan," "potential,"
"predict," "seek," "should," "will" and "would" or the negative version
of these words or other comparable or similar words. These statements
identify prospective information. Important factors could cause actual
results to differ, possibly materially, from those indicated in these
statements. 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 risks and uncertainties and assumptions
relating to our operations, financial results, financial condition,
business prospects, growth strategy and liquidity, including, but not
limited to, changes in our anticipated revenue and income, which are
inherently volatile; changes in the value of our investments; the pace
of our raising of new funds; changes in assets under management; the
timing and receipt of, and impact of taxes on, carried interest;
distributions from and liquidation of our existing funds; the amount and
timing of distributions on our Series A Preferred units and our Class A
units; changes in our operating or other expenses; the degree to which
we encounter competition; and general political, economic and market
conditions. The factors listed in the item captioned "Risk Factors" in
our Annual Report on Form 10-K for the year ended December 31, 2017
filed with the SEC on February 23, 2018, which is accessible on the
SEC's website at www.sec.gov,
provide examples of risks, uncertainties and events that may cause our
actual results to differ materially from the expectations described in
our forward-looking statements. Forward-looking statements speak only as
of the date the statements are made. Except as required by law, 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.

This release and its contents do not constitute and should not be
construed as (a) a recommendation to buy, (b) an offer to buy or
solicitation of an offer to buy, (c) an offer to sell or (d) advice in
relation to, any securities of OCG or securities of any Oaktree
investment fund.

Investor Relations Website

Investors and others should note that Oaktree uses the Unitholders –
Investor Relations section of its corporate website to announce material
information to investors and the marketplace. While not all of the
information that Oaktree posts on its corporate website is of a material
nature, some information could be deemed to be material. Accordingly,
Oaktree encourages investors, the media, and others interested in
Oaktree to review the information that it shares on its corporate
website at the Unitholders – Investor Relations section of the Oaktree
website, http://ir.oaktreecapital.com/.
Information contained on, or available through, our website is not
incorporated by reference into this document.

 

GAAP Consolidated Statements of Operations (1)

 
 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands, except per unit data)
Revenues:
Management fees $ 178,096 $ 180,028 $ 363,511 $ 360,956
Incentive income   35,187     454,027     187,093     562,684  
Total revenues   213,283     634,055     550,604     923,640  
Expenses:
Compensation and benefits (105,073 ) (102,002 ) (213,827 ) (206,489 )
Equity-based compensation (15,246 ) (14,748 ) (29,867 ) (29,701 )
Incentive income compensation   (15,218 )   (266,556 )   (100,033 )   (301,164 )
Total compensation and benefits expense (135,537 ) (383,306 ) (343,727 ) (537,354 )
General and administrative (39,444 ) (34,388 ) (72,408 ) (66,607 )
Depreciation and amortization (6,551 ) (3,004 ) (12,953 ) (6,828 )
Consolidated fund expenses   (3,074 )   (2,728 )   (6,554 )   (5,199 )
Total expenses   (184,606 )   (423,426 )   (435,642 )   (615,988 )
Other income (loss):
Interest expense (35,469 ) (44,251 ) (76,048 ) (93,021 )
Interest and dividend income 67,980 51,914 130,599 99,874
Net realized gain (loss) on consolidated funds' investments (17,296 ) 235 (2,697 ) (1,637 )
Net change in unrealized appreciation (depreciation) on consolidated
funds' investments
(31,105 ) 28,453 (45,491 ) 53,131
Investment income 56,923 49,106 91,486 99,557
Other income, net   914     4,898     1,611     9,561  
Total other income   41,947     90,355     99,460     167,465  
Income before income taxes 70,624 300,984 214,422 475,117
Income taxes   (4,867 )   (5,541 )   (11,264 )   (17,843 )
Net income 65,757 295,443 203,158 457,274
Less:
Net (income) loss attributable to non-controlling interests in
consolidated funds
7,360 (3,861 ) (3,365 ) (13,553 )
Net income attributable to non-controlling interests in consolidated
subsidiaries
  (41,996 )   (174,258 )   (115,940 )   (271,482 )
Net income attributable to OCG Class A unitholders $ 31,121   $ 117,324   $ 83,853   $ 172,239  
 
Distributions declared per Class A unit $ 0.96   $ 0.71   $ 1.72   $ 1.34  
Net income per Class A unit (basic and diluted):
Net income per Class A unit $ 0.44   $ 1.83   $ 1.21   $ 2.71  
Weighted average number of Class A units outstanding   71,177     64,193     69,556     63,611  
 
(1)   In the first quarter of 2018, Oaktree adopted the new revenue
recognition standard on a modified retrospective basis, which did
not require prior periods to be recast. Instead, a cumulative-effect
adjustment to increase retained earnings of $48.7 million, net of
tax, was recorded as of January 1, 2018. This adjustment relates to
revenues that would have met the recognition criteria under the new
standard as of January 1, 2018.
 

Operating Metrics

We monitor certain operating metrics that are either common to the
alternative asset management industry or that we believe provide
important data regarding our business. As described below, these
operating metrics include AUM, management fee-generating AUM,
incentive-creating AUM, incentives created (fund level), accrued
incentives (fund level) and uncalled capital commitments.

 
Assets Under Management   As of
June 30,   March 31,   June 30,
2018 2018 2017
(in millions)
Assets Under Management:
Closed-end funds $ 56,294 $ 55,682 $ 58,323
Open-end funds 32,824 33,703 35,628
Evergreen funds 8,426 8,227 5,309
DoubleLine (1)   24,040     23,782     21,793  
Total $ 121,584   $ 121,394   $ 121,053  
 
Three Months Ended Twelve Months Ended
June 30, June 30,
2018 2017 2018 2017
(in millions)
Change in Assets Under Management:
Beginning balance $ 121,394 $ 121,232 $ 121,053 $ 118,644
Closed-end funds:
Capital commitments/other (2) 2,410 54 4,387 4,257
Distributions for a realization event / other (3) (1,901 ) (3,323 ) (8,840 ) (10,389 )
Change in uncalled capital commitments for funds entering or in
liquidation (4)
74 116 (361 ) (950 )
Foreign-currency translation (444 ) 441 221 218
Change in market value (5) 525 1,015 2,615 4,924
Change in applicable leverage (52 ) 172 (51 ) 687
Open-end funds:
Contributions 724 1,330 4,017 7,044
Redemptions (1,056 ) (1,864 ) (7,591 ) (8,893 )
Foreign-currency translation (373 ) 354 147 235
Change in market value (5) (174 ) 683 623 3,575
Evergreen funds:
Contributions or new capital commitments (6) 140 26 1,203 144
Acquisition (BDCs) 2,110
Redemptions or distributions (7) (270 ) (176 ) (880 ) (396 )
Foreign-currency translation 2 1 (1 ) 5
Change in market value (5) 327 118 685 675
DoubleLine:
Net change in DoubleLine   258     874     2,247     1,273  
Ending balance $ 121,584   $ 121,053   $ 121,584   $ 121,053  
 
(1)   DoubleLine AUM reflects our pro-rata portion (based on our 20%
ownership stake) of DoubleLine's total AUM.
(2) These amounts include capital commitments, as well as the aggregate
par value of collateral assets and principal cash related to new CLO
formations.
(3) These amounts include distributions for a realization event,
tax-related distributions, reductions in the par value of collateral
assets and principal cash resulting from the repayment of debt as
return of principal by CLOs, and recallable distributions at the end
of the investment period.
(4) The change in uncalled capital commitments generally reflects
declines attributable to funds entering their liquidation periods,
as well as capital contributions to funds in their liquidation
periods for deferred purchase obligations or other reasons.
(5) The change in market value reflects the change in NAV of our funds,
less management fees and other fund expenses, as well as changes in
the aggregate par value of collateral assets and principal cash held
by CLOs and other levered funds.
(6) These amounts include contributions and capital commitments, and for
our publicly-traded BDCs, issuances of equity or debt capital.
(7) These amounts include redemptions and distributions, and for our
publicly-traded BDCs, dividends, repurchases of equity capital or
repayment of debt.
 
 
Management Fee-generating AUM   As of
June 30,   March 31,   June 30,
2018 2018 2017
Management Fee-generating AUM: (in millions)
Closed-end funds:
Senior Loans $ 7,896 $ 8,104 $ 7,943
Other closed-end funds 28,754 29,734 32,048
Open-end funds 32,520 33,448 35,429
Evergreen funds 7,337 6,975 4,387
DoubleLine   24,040     23,782     21,793  
Total $ 100,547   $ 102,043   $ 101,600  
 

Three Months Ended
June 30,

Twelve Months Ended
June 30,

2018 2017 2018 2017
Change in Management Fee-generating AUM: (in millions)
 
Beginning balance $ 102,043 $ 100,248 $ 101,600 $ 100,036
Closed-end funds:
Capital commitments to funds that pay fees based on committed
capital / other (1)
26 926 1,156
Capital drawn by funds that pay fees based on drawn capital, NAV or
cost basis
385 449 1,831 1,585
Change attributable to funds in liquidation (2) (981 ) (893 ) (5,489 ) (4,166 )
Change in uncalled capital commitments for funds entering or in
liquidation that pay fees based on committed capital (3)
(894 )
Distributions by funds that pay fees based on NAV / other (4) (161 ) (258 ) (857 ) (845 )
Foreign-currency translation (380 ) 402 150 194
Change in market value (5) (1 ) 34 147 342
Change in applicable leverage (50 ) 170 (49 ) 614
Open-end funds:
Contributions 674 1,329 3,920 6,866
Redemptions (1,056 ) (1,863 ) (7,591 ) (8,855 )
Foreign-currency translation (373 ) 354 147 235
Change in market value (173 ) 679 615 3,586
Evergreen funds:
Contributions or capital drawn by funds that pay fees based on drawn
capital or NAV (6)
227 118 1,040 283
Acquisition (BDCs) 2,110
Redemptions or distributions (7) (205 ) (179 ) (855 ) (445 )
Change in market value (5) 340 110 655 635
DoubleLine:
Net change in DoubleLine   258     874     2,247     1,273  
Ending balance $ 100,547   $ 101,600   $ 100,547   $ 101,600  
 
(1)   These amounts include capital commitments to funds that pay fees
based on committed capital, as well as the aggregate par value of
collateral assets and principal cash related to new CLO formations.
(2) These amounts include the change for funds that pay fees based on
the lesser of funded capital or cost basis during the liquidation
period, as well as recallable distributions at the end of the
investment period. For most closed-end funds, management fees are
charged during the liquidation period on the lesser of (a) total
funded capital or (b) the cost basis of assets remaining in the
fund, with the cost basis of assets generally calculated by
excluding cash balances. Thus, changes in fee basis during the
liquidation period are not dependent on distributions made from the
fund; rather, they are tied to the cost basis of the fund's
investments, which typically declines as the fund sells assets.
(3) The change in uncalled capital commitments reflects declines
attributable to funds entering their liquidation periods, as well as
capital contributions to funds in their liquidation periods for
deferred purchase obligations or other reasons.
(4) These amounts include distributions by funds that pay fees based on
NAV, as well as reductions in the par value of collateral assets and
principal cash resulting from the repayment of debt as return of
principal by CLOs.
(5) The change in market value reflects certain funds that pay
management fees based on NAV and leverage, as applicable, as well as
changes in the aggregate par value of collateral assets and
principal cash held by CLOs and other levered funds.
(6) These amounts include contributions and capital commitments, and for
our publicly-traded BDCs, issuances of equity or debt capital.
(7) These amounts include redemptions and distributions, and for our
publicly-traded BDCs, dividends, repurchases of equity capital or
repayment of debt.
 
 
  As of
June 30,   March 31,   June 30,
2018 2018 2017
Reconciliation of AUM to Management Fee-generating AUM: (in millions)
Assets under management $ 121,584 $ 121,394 $ 121,053
Difference between assets under management and committed capital or
the lesser of funded capital or cost basis for applicable closed-end
funds (1)
(2,326 ) (2,195 ) (2,585 )
Undrawn capital commitments to closed-end funds that have not yet
commenced their investment periods
(10,092 ) (8,463 ) (9,560 )
Undrawn capital commitments to funds for which management fees are
based on drawn capital, NAV or cost basis
(4,042 ) (3,954 ) (3,242 )

Oaktree's general partner investments in management fee-generating
funds

(1,724 ) (1,727 ) (1,919 )
Funds that don't pay management fees (2)   (2,853 )   (3,012 )   (2,147 )
Management fee-generating assets under management $ 100,547   $ 102,043   $ 101,600  
 
(1)   This difference is not applicable to closed-end funds that pay
management fees based on NAV or leverage.
(2) This includes funds that are no longer paying management fees,
co-investments that pay no management fees, certain accounts that
pay administrative fees intended to offset Oaktree's costs related
to the accounts and CLOs in the warehouse stage that don't pay
management fees.
 

The period-end weighted average annual management fee rates applicable
to the closed-end, open-end and evergreen management fee-generating AUM
balances above are set forth below.

 
As of
June 30,   March 31,   June 30,
Weighted Average Annual Management Fee Rates: 2018 2018 2017
Closed-end funds:
Senior Loans 0.50 % 0.50 % 0.50 %
Other closed-end funds 1.47 1.47 1.49
Open-end funds 0.45 0.45 0.46
Evergreen funds (1) 1.20 1.20 1.21
All Oaktree funds (2) 0.91 0.91 0.92
 
(1)   Fee rates reflect the applicable asset-based management fee rates,
exclusive of quarterly incentive fees on investment income that are
included in management fees.
(2) Excludes DoubleLine funds.
 
 

Incentive-creating AUM

 
  As of
June 30,   March 31,   June 30,
2018 2018 2017
Incentive-creating AUM: (in millions)
Closed-end funds $ 26,677 $ 26,732 $ 27,450
Evergreen funds 6,006 5,688 3,376
DoubleLine   608   615   522
Total $ 33,291 $ 33,035 $ 31,348
 
 

Accrued Incentives (Fund Level) and Incentives Created (Fund
Level)

 
 

As of or for the Three Months
Ended June 30,

  As of or for the Six Months
Ended June 30,
2018   2017 2018   2017
Accrued Incentives (Fund Level): (in thousands)
Beginning balance $ 1,795,967   $ 2,068,422   $ 1,920,339   $ 2,014,097  
Incentives created (fund level):
Closed-end funds 102,850 159,207 200,156 349,228
Evergreen funds 16,367 9,395 30,246 20,892
DoubleLine   100     2,450     100     2,699  
Total incentives created (fund level)   119,317     171,052     230,502     372,819  
Less: incentive income recognized by us   (51,352 )   (459,896 )   (286,909 )   (607,338 )
Ending balance $ 1,863,932   $ 1,779,578   $ 1,863,932   $ 1,779,578  
Accrued incentives (fund level), net of associated incentive income
compensation expense
$ 898,588   $ 866,650   $ 898,588   $ 866,650  
 

Non-GAAP Results

Our business is comprised of one segment, our investment management
business, which consists of the investment management services that we
provide to our clients. Management makes operating decisions and
assesses the performance of our business based on financial data that
are presented without the consolidation of our funds. The data most
important to management in assessing our performance are adjusted net
income, distributable earnings and fee-related earnings, each for both
the Operating Group and per Class A unit. Reconciliations of these
non-GAAP financial measures to the most directly comparable GAAP
financial measures are presented at Exhibit A.

Adjusted Net Income

The following schedules set forth the components of adjusted net income,
adjusted net income-OCG and per unit data:

 

Adjusted Revenues

 
 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
Revenues:
Management fees $ 195,935 $ 202,714 $ 398,882 $ 403,921
Incentive income 51,352 459,896 286,909 607,338
Investment income   26,238   41,752   38,890   84,290
Total adjusted revenues $ 273,525 $ 704,362 $ 724,681 $ 1,095,549
 
   
Management Fees

Three Months Ended
June 30,

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
Management fees:
Closed-end funds $ 116,776 $ 131,895 $ 238,482 $ 263,603
Open-end funds 37,086 40,481 75,198 80,625
Evergreen funds 24,573 13,938 49,489 27,651
DoubleLine   17,500   16,400   35,713   32,042
Total management fees $ 195,935 $ 202,714 $ 398,882 $ 403,921
 
   
Investment Income

Three Months Ended
June 30,

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
Oaktree funds:
Credit $ 22,917 $ 21,148 $ 37,801 $ 50,346
Private Equity 8,264 7,648 7,452 11,070
Real Assets 8,702 4,508 13,652 8,456
Listed Equities (14,672 ) 6,739 (22,084 ) 10,426
Non-Oaktree   1,027     1,709   2,069     3,992
Total investment income $ 26,238   $ 41,752 $ 38,890   $ 84,290
 
 

Adjusted Expenses

 
 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
Expenses:
Compensation and benefits $ (103,642 ) $ (99,270 ) $ (208,412 ) $ (201,406 )
Equity-based compensation (14,146 ) (13,759 ) (27,139 ) (26,280 )
Incentive income compensation (20,984 ) (269,974 ) (151,426 ) (343,118 )
General and administrative (39,108 ) (32,439 ) (76,545 ) (64,908 )
Depreciation and amortization   (2,310 )   (2,004 )   (4,563 )   (4,827 )
Total adjusted expenses $ (180,190 ) $ (417,446 ) $ (468,085 ) $ (640,539 )
 
 

Adjusted Interest and Other Income, Net

 
 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
 
Interest expense, net of interest income (1) $(2,399) $(6,544) $(5,809) $(13,515)
Other income, net 559 1,282 1,071 1,323
 
(1)   Interest income was $3.6 million and $6.0 million for the three and
six months ended June 30, 2018, respectively, and $2.3 million and
$4.0 million for the three and six months ended June 30, 2017,
respectively.
 
 

Adjusted Net Income

 
 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands, except per unit data)
 
Adjusted net income $ 91,495 $ 281,654 $ 251,858 $ 442,818
Adjusted net income attributable to OCGH non-controlling interest (50,063 ) (165,706 ) (140,692 ) (261,200 )
Non-Operating Group income (expense) (328 ) (255 ) (308 ) (487 )
Income taxes-Class A   (4,958 )   (4,587 )   (11,809 )   (16,284 )
Adjusted net income-Class A $ 36,146   $ 111,106   $ 99,049   $ 164,847  
Adjusted net income per Class A unit $ 0.51   $ 1.73   $ 1.42   $ 2.59  
Weighted average number of Class A units outstanding   71,177     64,193     69,556     63,611  
 

Distributable Earnings and Distribution Calculation

Distributable earnings and the calculation of distributions are set
forth below:

   

Three Months Ended
June 30,

Six Months Ended
June 30,

2018   2017 2018   2017
Distributable Earnings: (in thousands, except per unit data)
 
Adjusted net income $ 91,495 $ 281,654 $ 251,858 $ 442,818
Investment income (26,238 ) (41,752 ) (38,890 ) (84,290 )
Receipts of investment income (1) 39,768 37,250 78,528 66,345
Equity-based compensation 14,146 13,759 27,139 26,280
Other (income) expense, net (2) (2,745 ) (5,490 )
Operating Group income taxes   (2,140 )   (1,621 )   (4,886 )   (2,642 )
Distributable earnings $ 114,286   $ 289,290   $ 308,259   $ 448,511  
 
Distribution Calculation:
Operating Group distribution with respect to the period $ 97,438 $ 240,651 $ 262,483 $ 373,246
Distribution per Operating Group unit $ 0.62 $ 1.54 $ 1.67 $ 2.39
Adjustments per Class A unit:
Distributable earnings-Class A income taxes (0.01 ) (0.14 ) (0.03 ) (0.19 )
Tax receivable agreement (0.06 ) (0.08 ) (0.12 ) (0.16 )
Non-Operating Group expenses       (0.01 )   (0.01 )   (0.02 )

Distribution per Class A unit (3)

$ 0.55   $ 1.31   $ 1.51   $ 2.02  
 
(1)   This adjustment characterizes a portion of the distributions
received from funds as receipts of investment income or loss. In
general, the income or loss component of a fund distribution is
calculated by multiplying the amount of the distribution by the
ratio of our investment's undistributed income or loss to our
remaining investment balance. In addition, if the distribution is
made during the investment period, it is generally not reflected in
distributable earnings until after the investment period ends.
Additionally, any impairment charges on our CLO investments included
in ANI are, for distributable earnings purposes, amortized over the
remaining investment period of the respective CLO to align with the
timing of expected cash flows.
(2) For distributable earnings purposes, the $22 million make-whole
premium charge that was included in ANI in the fourth quarter of
2017 in connection with the early repayment of our 2019 Notes is
amortized through the original maturity date of December 2019.
(3) With respect to the quarter ended June 30, 2018, a distribution was
announced on July 26, 2018 and is payable on August 10, 2018.
 
 

Units Outstanding

 
 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
Weighted Average Units:
OCGH 86,007 91,740 87,133 91,692
Class A 71,177 64,193 69,556 63,611
Total 157,184 155,933 156,689 155,303
Units Eligible for Fiscal Period Distribution:
OCGH 85,998 92,050
Class A 71,160 64,217
Total 157,158 156,267
 
 

GAAP Statement of Financial Condition (Unaudited)

 
  As of June 30, 2018
Oaktree and      
Operating Consolidated
Subsidiaries Funds Eliminations Consolidated
(in thousands)
Assets:
Cash and cash-equivalents $ 559,425 $ $ $ 559,425
U.S. Treasury and other securities 272,503 272,503
Corporate investments 1,623,595 (611,749 ) 1,011,846
Deferred tax assets 243,124 243,124
Receivables and other assets 733,325 (2,659 ) 730,666
Assets of consolidated funds     6,233,572   (106 )   6,233,466
Total assets $ 3,431,972 $ 6,233,572 $ (614,514 ) $ 9,051,030
Liabilities and Capital:
Liabilities:
Accounts payable and accrued expenses $ 330,950 $ $ 525 $ 331,475
Due to affiliates 211,671 211,671
Debt obligations 745,654 745,654
Liabilities of consolidated funds     4,871,577   (55,350 )   4,816,227
Total liabilities   1,288,275   4,871,577   (54,825 )   6,105,027
Non-controlling redeemable interests in consolidated funds 795,587 795,587
Capital:
Capital attributable to OCG preferred unitholders 173,669 173,669
Capital attributable to OCG Class A unitholders 934,775 253,428 (253,428 ) 934,775
Non-controlling interest in consolidated subsidiaries 1,035,253 306,261 (306,261 ) 1,035,253
Non-controlling interest in consolidated funds     802,306   (795,587 )   6,719
Total capital   2,143,697   1,361,995   (1,355,276 )   2,150,416
Total liabilities and capital $ 3,431,972 $ 6,233,572 $ (614,514 ) $ 9,051,030
 
 

Corporate Investments

 
  As of
June 30,   March 31,   June 30,
2018 2018 2017
(in thousands)
Oaktree funds:
Credit $ 925,539 $ 922,287 $ 942,489
Private Equity 299,961 245,450 236,099
Real Assets 189,109 148,215 135,751
Listed Equities 117,939 126,777 132,113
Non-Oaktree   62,037     75,451     97,514  
Total corporate investments – Non-GAAP 1,594,585 1,518,180 1,543,966
Adjustments (1)   29,010     29,945     19,031  
Total corporate investments – Oaktree and operating subsidiaries 1,623,595 1,548,125 1,562,997
Eliminations   (611,749 )   (545,924 )   (546,919 )
Total corporate investments – Consolidated $ 1,011,846   $ 1,002,201   $ 1,016,078  
 
(1)   This adjusts CLO investments carried at amortized cost to fair value
for GAAP reporting.
 

Fund Data

Information regarding our closed-end, open-end and evergreen funds,
together with benchmark data where applicable, is set forth below. For
our closed-end and evergreen funds, no benchmarks are presented in the
tables as there are no known comparable benchmarks for these funds'
investment philosophy, strategy and implementation.

 

Closed-end Funds

 
  As of June 30, 2018
  Investment Period Total Committed Capital   %

Invested (1)

  %

Drawn (2)

  Fund Net Income Since Inception   Distri-

butions Since Inception

  Net Asset Value   Manage-

ment Fee-gener-

ating AUM

  Incentive Income Recog-

nized (Non-GAAP)

  Accrued Incentives (Fund Level) (3)   Unreturned Drawn Capital Plus Accrued Preferred Return (4)   IRR Since Inception (5)   Multiple of Drawn Capital (6)
Start Date   End Date

Gross

  Net

Credit

(in millions)
Distressed Debt
Oaktree Opportunities Fund Xb (7)(13) TBD $8,872

4%

3%

$— $— $223 $217 $— $— $224 nm nm 1.0x
Oaktree Opportunities Fund X (7) Jan. 2016 Jan. 2019 3,603 81 63 982 97 3,149 3,460 190 2,440 36.0% 22.7% 1.5
Oaktree Opportunities Fund IX Jan. 2014 Jan. 2017 5,066 nm 100 666 1,671 4,061 3,629 5,191 5.7 3.2 1.2
Oaktree Opportunities Fund VIIIb Aug. 2011 Aug. 2014 2,692 nm 100 905 2,100 1,497 1,530 52 1,824 8.9 6.1 1.4
Special Account B Nov. 2009 Nov. 2012 1,031 nm 100 618 1,547 180 174 16 2 69 13.7 11.4 1.6
Oaktree Opportunities Fund VIII Oct. 2009 Oct. 2012 4,507 nm 100 2,572 6,281 798 881 208 292 147 13.0 9.1 1.7
Special Account A Nov. 2008 Oct. 2012 253 nm 100 316 549 20 28 59 4 28.1 22.8 2.3
OCM Opportunities Fund VIIb May 2008 May 2011 10,940 nm 90 9,036 18,022 858 724 1,588 168 21.9 16.6 2.0
OCM Opportunities Fund VII Mar. 2007 Mar. 2010 3,598 nm 100 1,483 4,823 258 87 430 10.2 7.5 1.5
Legacy funds (8) Various Various 12,495 nm 100 10,456 22,931 21 1,558 5 23.6 18.5 1.9
22.0% 16.2%
Private/Alternative Credit
Oaktree European Capital Solutions Fund (7)(9)(10) Dec. 2015 Dec. 2018 €703 80% 64% €40 €167 €310 €370 €— €5 €291 12.7% 8.4% 1.1x
Oaktree European Dislocation Fund (10) Oct. 2013 Oct. 2016 €294 nm 57 €42 €193 €31 €22 €3 €4 €9 20.4 14.6 1.3
Special Account E (10) Oct. 2013 Apr. 2015 €379 nm 69 €64 €308 €17 €8 €7 €3 €— 14.3 11.0 1.3
15.2% 11.0%
 
Oaktree Mezzanine Fund IV (9) Oct. 2014 Oct. 2019 $852 76% 73% $107 $200 $525 $505 $— $17 $502 12.2% 8.7% 1.2x
Oaktree Mezzanine Fund III (11) Dec. 2009 Dec. 2014 1,592 nm 89 465 1,793 95 103 17 30 23 15.3 10.4 / 9.2 1.4
OCM Mezzanine Fund II Jun. 2005 Jun. 2010 1,251 nm 88 493 1,691 54 128 10.9 7.4 1.6
OCM Mezzanine Fund (12) Oct. 2001 Oct. 2006 808 nm 96 302 1,075 38 15.4 10.8 / 10.5 1.5
13.1% 8.8%
Emerging Markets Debt
Oaktree Emerging Market Opportunities Fund Sep. 2013 Sep. 2017 $384 nm 78% $124 $300 $122 $94 $— $22 $65 16.6% 11.3% 1.4x
Special Account F Jan. 2014 Sep. 2017 253 nm 96 80 248 74 73 16 36 16.1 11.5 1.4
16.4% 11.4%

Private Equity

Corporate Private Equity
Oaktree European Principal Fund IV (7)(10)(13) Jul. 2017 Jul. 2022 €1,119 77% 63% €69 €3 €766 €1,093 €— €12 €734 nm nm 1.1x
Oaktree European Principal Fund III (10) Nov. 2011 Nov. 2016 €3,164 nm 85 €2,275 €1,775 €3,249 €2,595 €— €442 €2,021 18.4% 12.6% 2.0
OCM European Principal Opportunities Fund II (10) Dec. 2007 Dec. 2012 €1,759 nm 100 €258 €1,865 €124 €440 €29 €— €743 7.2 2.9 1.3
OCM European Principal Opportunities Fund Mar. 2006 Mar. 2009 $495 nm 96 $454 $927 $— $— $87 $— $— 11.7 8.9 2.1
13.1% 8.6%
 
 
As of June 30, 2018
  Investment Period Total Committed Capital   %

Invested (1)

  %

Drawn (2)

  Fund Net Income Since Inception   Distri-

butions Since Inception

  Net Asset Value   Manage-

ment Fee-gener-

ating AUM

Incentive Income Recog-
nized (Non-GAAP)
  Accrued Incentives (Fund Level) (3)   Unreturned Drawn Capital Plus Accrued Preferred Return (4)   IRR Since

Inception (5)

  Multiple of Drawn Capital (6)
Start Date   End Date Gross   Net
(in millions)
 
Oaktree Power Opportunities Fund IV Nov. 2015 Nov. 2020 $1,106 88% 88% $87 $1 $1,058 $1,078 $— $— $1,067 12.1% 7.2% 1.1x
Oaktree Power Opportunities Fund III Apr. 2010 Apr. 2015 1,062 nm 69 631 969 399 384 26 95 23.9 16.0 2.0
Legacy funds (8) Various Various 1,470 nm 63 1,689 2,616 123 35.1 27.4 2.8
34.4% 26.1%
Special Situations
Oaktree Special Situations Fund II TBD $711 —% —% $— $— $— $— $— $— $— n/a n/a n/a
Oaktree Special Situations Fund (7) Nov. 2015 Nov. 2018 1,377 88 71 298 163 1,114 1,280 58 890 42.9% 26.3% 1.4x
Other funds:
Oaktree Principal Fund V Feb. 2009 Feb. 2015 $2,827 nm 91% $587 $1,730 $1,444 $1,384 $50 $— $2,127 8.1% 4.0% 1.4x
Special Account C Dec. 2008 Feb. 2014 505 nm 91 203 423 239 242 21 268 10.4 7.2 1.6
OCM Principal Opportunities Fund IV Oct. 2006 Oct. 2011 3,328 nm 100 2,980 6,156 153 554 29 12.4 9.0 2.0
Legacy funds (8) Various Various 3,701 nm 100 2,713 6,404 10 407 2 14.4 11.1 1.8
13.1% 9.4%

Real Assets

Real Estate
Oaktree Real Estate Opportunities Fund VII (13)(14) Jan. 2016 Jan. 2020 $2,921 79% 37% $296 $241 $1,143 $2,723 $— $57 $885 nm nm 1.4x
Oaktree Real Estate Opportunities Fund VI Aug. 2012 Aug. 2016 2,677 nm 100 1,376 2,235 1,818 1,430 70 196 1,316 15.4% 10.3% 1.6
Oaktree Real Estate Opportunities Fund V Mar. 2011 Mar. 2015 1,283 nm 100 985 2,046 220 120 146 42 17.2 12.8 1.9
Special Account D Nov. 2009 Nov. 2012 256 nm 100 202 419 47 15 5 14.7 12.7 1.8
Oaktree Real Estate Opportunities Fund IV Dec. 2007 Dec. 2011 450 nm 100 386 766 70 60 59 14 15.7 10.7 2.0
Legacy funds (8) Various Various 2,341 nm 99 2,010 4,324 2 232 15.2 11.9 1.9
15.6% 11.9%
 
Oaktree Real Estate Debt Fund II (9)(13) Mar. 2017 Mar. 2020 $1,852 47% 9% $20 $21 $156 $747 $— $3 $143 nm nm 1.2x
Oaktree Real Estate Debt Fund Sep. 2013 Oct. 2016 1,112 nm 81 177 625 454 568 10 15 325 21.9% 16.4% 1.3
Oaktree PPIP Fund (15) Dec. 2009 Dec. 2012 2,322 nm 48 457 1,570 47 28.2 n/a 1.4
 
Special Account G (Real Estate Income) (9)(13) Oct. 2016 Oct. 2020 $615 87% 87% $64 $58 $538 $499 $— $12 $513 nm nm 1.1
 
Infrastructure
Oaktree Transportation Infrastructure Fund TBD $1,052 —% —% $— $— $— $— $— $— $— n/a n/a n/a
Highstar Capital IV (16) Nov. 2010 Nov. 2016 2,000 nm 100 72 883 1,189 1,313 1,823 5.9% 1.6% 1.2x
28,533

 

(10)

1,819

 

(10)

Other (17)

7,988 4
Total (18) $36,521 $1,823
 
(1)   For our incentive-creating closed-end funds in their investment
periods, this percentage equals invested capital divided by
committed capital. Invested capital for this purpose is the sum of
capital drawn from fund investors plus net borrowings, if any,
outstanding, under a fund-level credit facility where such
borrowings were made in lieu of drawing capital from fund investors.
(2) Represents capital drawn from fund investors, net of distributions
to such investors of uninvested capital, divided by committed
capital. The aggregate change in drawn capital for the three months
ended June 30, 2018 was $1.7 billion.
(3) Accrued incentives (fund level) exclude non-GAAP incentive income
previously recognized.
(4) Unreturned drawn capital plus accrued preferred return reflects the
amount the fund needs to distribute to its investors as a return of
capital and a preferred return (as applicable) before Oaktree is
entitled to receive incentive income (other than tax distributions)
from the fund.
(5) The internal rate of return ("IRR") is the annualized implied
discount rate calculated from a series of cash flows. It is the
return that equates the present value of all capital invested in an
investment to the present value of all returns of capital, or the
discount rate that will provide a net present value of all cash
flows equal to zero. Fund-level IRRs are calculated based upon the
actual timing of cash contributions/distributions to investors and
the residual value of such investor's capital accounts at the end of
the applicable period being measured. Gross IRRs reflect returns
before allocation of management fees, expenses and any incentive
allocation to the fund's general partner. To the extent material,
gross returns include certain transaction, advisory, directors or
other ancillary fees ("fee income") paid directly to us in
connection with our funds' activities (we credit all such fee income
back to the respective fund(s) so that our funds' investors share
pro rata in the fee income's economic benefit). Net IRRs reflect
returns to non-affiliated investors after allocation of management
fees, expenses and any incentive allocation to the fund's general
partner.
(6) Multiple of drawn capital is calculated as drawn capital plus gross
income and, if applicable, fee income before fees and expenses
divided by drawn capital.
(7) Fund data include the performance of the main fund and any
associated fund-of-one accounts, except the gross and net IRRs
presented reflect only the performance of the main fund. Certain
fund-of-one accounts pay management fees based on cost basis, rather
than committed capital.
(8) Legacy funds represent certain predecessor funds within the relevant
strategy or product that have substantially or completely liquidated
their assets, including funds managed by certain Oaktree investment
professionals while employed at the Trust Company of the West prior
to Oaktree's founding in 1995. When these employees joined Oaktree
upon, or shortly after, its founding, they continued to manage the
fund through the end of its term pursuant to a sub-advisory
relationship between the Trust Company of the West and Oaktree.
(9) Management fees during the investment period are calculated on drawn
capital or cost basis, rather than committed capital. As a result,
as of June 30, 2018 management fee-generating AUM included only that
portion of committed capital that had been drawn.
(10) Aggregate IRRs or totals are based on the conversion of cash flows
or amounts, respectively, from euros to USD using the June 30, 2018
spot rate of $1.17.
(11) The fund's partnership interests are divided into Class A and Class
B interests, with the Class A interests having priority with respect
to the distribution of current income and disposition proceeds. The
net IRR for Class A interests was 10.4% and Class B interests was
9.2%. The combined net IRR for Class A and Class B interests was
9.8%.
(12) The fund's partnership interests are divided into Class A and Class
B interests, with the Class A interests having priority with respect
to the distribution of current income and disposition proceeds. The
net IRR for Class A interests was 10.8% and Class B interests was
10.5%. The combined net IRR for the Class A and Class B interests
was 10.6%.
(13) The IRR is not considered meaningful ("nm") as the period from the
initial capital contribution through June 30, 2018 was less than 30
months.
(14) A portion of this fund pays management fees based on drawn, rather
than committed, capital.
(15) Due to differences in the allocation of income and expenses to this
fund's two primary limited partners, the U.S. Treasury and Oaktree
PPIP Private Fund, a combined net IRR is not presented. Of the
$2,322 million in capital commitments, $1,161 million related to the
Oaktree PPIP Private Fund, whose gross and net IRR were 24.7% and
18.6%, respectively.
(16) The fund follows the American-style distribution waterfall, whereby
the general partner may receive an incentive allocation as soon as
it has returned the drawn capital and paid a preferred return on the
fund's realized investments (i.e., on a deal-by-deal basis).
However, such cash distributions of incentives may be subject to
repayment, or clawback. As of June 30, 2018, Oaktree had not
recognized any incentive income from this fund. The accrued
incentives (fund level) for this fund represents Oaktree's effective
8% of the potential incentives generated by this fund in accordance
with the terms of the Highstar acquisition.
(17) This includes our closed-end Senior Loan funds, CLOs, a non-Oaktree
fund and certain separate accounts and co-investments.
(18) The total excludes one closed-end fund with management
fee-generating AUM of $129 million as of June 30, 2018, which has
been included as part of the Strategic Credit strategy within the
evergreen funds table.
 
 

Open-end Funds

 
    Manage-

ment Fee-gener-

ating AUM

as of

June 30, 2018

  Twelve Months Ended

June 30, 2018

  Since Inception through June 30, 2018
Strategy Inception Rates of Return (1) Annualized Rates of Return (1)   Sharpe Ratio
Oaktree   Rele-

vant Bench-

mark

Oaktree   Rele-

vant Bench-

mark

Oaktree Gross   Rele-

vant Bench-

mark

Gross   Net Gross   Net

 

(in millions)

Credit

High Yield Bonds
U.S. High Yield Bonds 1986 $ 14,217 1.5 % 1.0 % 2.7 % 9.1 % 8.6 % 8.2 % 0.79 0.57
Global High Yield Bonds 2010 3,790 1.9 1.4 2.6 6.9 6.3 6.6 1.10 1.08
European High Yield Bonds 1999 845 2.6 2.1 2.7 7.9 7.3 6.2 0.71 0.45
 
Convertibles
U.S. Convertibles 1987 2,251 9.5 8.9 12.0 9.4 8.8 8.3 0.50 0.39
Non-U.S. Convertibles 1994 1,438 3.5 3.0 0.2 8.2 7.6 5.4 0.78 0.39
High Income Convertibles 1989 1,005 5.5 4.9 2.8 11.2 10.4 8.0 1.06 0.60
 
Senior Loans
U.S. Senior Loans 2008 676 4.9 4.3 4.7 6.0 5.4 5.2 1.12 0.67
European Senior Loans 2009 1,488 1.1 0.6 2.1 7.4 6.9 8.1 1.63 1.66
 
Multi-Strategy Credit
Multi-Strategy Credit (2) Various 3,142 nm nm nm nm nm nm nm nm
 

Listed Equities

Emerging Markets Equities
Emerging Markets Equities 2011   3,668 6.7 5.9 8.2 2.1 1.3 1.4 0.10 0.07

 

Total

$ 32,520
 
(1)   Returns represent time-weighted rates of return, including
reinvestment of income, net of commissions and transaction costs.
The returns for Relevant Benchmarks are presented on a gross basis.
(2) Includes Global Credit Fund and individual accounts across various
strategies with different investment mandates. As such, a combined
performance measure is not considered meaningful ("nm").
 
 

Evergreen Funds

 
  As of June 30, 2018   Twelve Months Ended June 30, 2018   Since Inception through
June 30, 2018
AUM   Manage-

ment

Fee-gener-

ating AUM

  Accrued Incen-

tives (Fund Level)

Strategy Inception Rates of Return (1) Annualized Rates

of Return (1)

Gross   Net Gross   Net
(in millions)

Credit

Private/Alternative Credit
Strategic Credit (2) 2012 $ 5,262 $ 4,955 $ 9 13.0 % 10.1 % 9.7 % 7.1 %
 
Distressed Debt
Value Opportunities 2007 1,078 1,000 12 16.8 12.8 10.0 6.1
 
Emerging Markets Debt
Emerging Markets Debt (3) 2015 813 247 5 9.7 7.1 14.2 11.0
 

Listed Equities

Value/Other Equities
Value Equities (4) 2012 502   480   20.2 14.6 20.2 14.6
6,682 26

 

Other (5)

784 10

 

Restructured funds

    5

 

Total (2)

$ 7,466 $ 41
 
(1)   Returns represent time-weighted rates of return.
(2) Includes our publicly-traded BDCs and one closed-end fund with $123
million and $129 million of AUM and management fee-generating AUM,
respectively. The rates of return reflect the performance of a
composite of certain evergreen accounts and exclude our
publicly-traded BDCs.
(3) Includes the Emerging Markets Debt Total Return and Emerging Markets
Opportunities products. The rates of return reflect the performance
of a composite of accounts for the Emerging Markets Debt Total
Return product, including a single account with a December 2014
inception date.
(4) Includes performance of a proprietary fund with an initial capital
commitment of $25 million since its inception in May 2012.
(5) Includes the Emerging Markets Absolute Return product and certain
Real Estate and Multi-Strategy Credit accounts.
 

GLOSSARY

Accrued incentives (fund level) represents the incentive income
that would be paid to us if the funds were liquidated at their reported
values as of the date of the financial statements. Incentives created
(fund level) refers to the gross amount of potential incentives
generated by the funds during the period, and includes our pro-rata
portion of performance fees attributable to our minority interest in
DoubleLine earned in the period. We refer to the amount of accrued
incentives recognized as revenue by us as incentive income. Amounts
recognized by us as incentive income are no longer included in accrued
incentives (fund level), the term we use for remaining fund-level
accruals. Incentives created (fund level), incentive income and accrued
incentives (fund level) are presented gross, without deduction for
direct compensation expense that is owed to our investment professionals
associated with the particular fund when we earn the incentive income.
We call that charge "incentive income compensation expense." Incentive
income compensation expense varies by the investment strategy and
vintage of the particular fund, among many factors.

Adjusted net income ("ANI") is a measure of profitability for our
investment management business. The components of revenues ("adjusted
revenues") and expenses ("adjusted expenses") used in the determination
of ANI do not give effect to the consolidation of the funds that we
manage. Adjusted revenues include investment income (loss) that is
classified in other income (loss) in the GAAP statements of operations,
and management fees and incentive income include the portion of the
earnings from management fees and performance fees, respectively,
attributable to our 20% ownership interest in DoubleLine, which are
reflected as investment income in our GAAP statements of operations. In
addition, ANI excludes the effect of (a) non-cash equity-based
compensation expense related to unit grants made before our initial
public offering, (b) acquisition-related items, including amortization
of intangibles and changes in the contingent consideration liability,
(c) income taxes, (d) other income or expenses applicable to OCG or its
Intermediate Holding Companies, (e) the adjustment for non-controlling
interests, and (f) the impact of the Tax Cuts and Jobs Act, which
resulted in the remeasurement of our deferred tax assets and tax
receivable liability in the fourth quarter of 2017. Moreover, gains and
losses resulting from foreign-currency transactions and hedging
activities under GAAP are recognized as general and administrative
expense whether realized or unrealized in the current period. For ANI,
unrealized gains and losses from foreign-currency hedging activities are
deferred until realized, at which time they are included in the same
revenue or expense line item as the underlying exposure that was hedged,
and foreign-currency transaction gains and losses are included in other
income (expense), net. Incentive income and incentive income
compensation expense are included in ANI when the underlying fund
distributions are known or knowable as of the respective quarter end,
which may be later than the time at which the same revenue or expense is
included in the GAAP statements of operations, for which the revenue
standard is probable that significant reversal will not occur and the
expense standard is probable and reasonably estimable. CLO investments
are carried at fair value for GAAP reporting, whereas for ANI, they are
carried at amortized cost, subject to any impairment charges. Investment
income on CLO investments is recognized in ANI when cash distributions
are received. Cash distributions are allocated between income and return
of capital based on the effective yield method. In periods prior to
2018, adjusted revenues and adjusted expenses reflected Oaktree's
proportionate economic interest in Highstar, whereby amounts received
for contractually reimbursable costs from a legacy Highstar fund were
classified as expenses for ANI and as other income under GAAP. The
legacy Highstar fund stopped paying management fees in 2017. As a
result, we will no longer be receiving such reimbursement amounts. ANI
is calculated at the Operating Group level.

Adjusted net income-Class A, or adjusted net income per Class A unit,
a non-GAAP performance measure, is calculated to provide Class A
unitholders with a measure that shows the portion of ANI attributable to
their ownership. Adjusted net income-Class A represents ANI including
the effect of (a) preferred unit distributions, (b) the OCGH
non-controlling interest, (c) other income or expenses, such as income
tax expense, applicable to OCG or its Intermediate Holding Companies and
(d) any Operating Group income taxes attributable to OCG. Two of our
Intermediate Holding Companies incur federal and state income taxes for
their shares of Operating Group income. Generally, those two corporate
entities hold an interest in the Operating Group's management
fee-generating assets and a small portion of its incentive and
investment income-generating assets. As a result, historically our
fee-related earnings generally have been subject to corporate-level
taxation, and most of our incentive income and other investment income
generally has not been subject to corporate-level taxation. Thus, the
blended effective income tax rate has generally tended to be higher to
the extent that fee-related earnings represented a larger proportion of
our ANI. A variety of other factors affect income tax expense and the
effective income tax rate, and there can be no assurance that this
historical relationship will continue going forward.

Assets under management ("AUM") generally refers to the assets we
manage and equals the NAV of the assets we manage, the leverage on which
management fees are charged, the undrawn capital that we are entitled to
call from investors in our funds pursuant to their capital commitments,
and our pro-rata portion of AUM managed by DoubleLine in which we hold a
minority ownership interest. For our CLOs, AUM represents the aggregate
par value of collateral assets and principal cash, for our
publicly-traded BDCs, gross assets (including assets acquired with
leverage), net of cash, and for DoubleLine funds, NAV. Our AUM includes
amounts for which we charge no management fees.

  • Management fee-generating assets under management ("management
    fee-generating AUM")
    is a forward-looking metric and generally
    reflects the beginning AUM on which we will earn management fees in
    the following quarter, as well as our pro-rata portion of the fee
    basis of DoubleLine's AUM. Our closed-end funds typically pay
    management fees based on committed capital, drawn capital or cost
    basis during the investment period, without regard to changes in NAV,
    and during the liquidation period on the lesser of (a) total funded
    capital or (b) the cost basis of assets remaining in the fund. The
    annual management fee rate generally remains unchanged from the
    investment period through the liquidation period. Our open-end and
    evergreen funds typically pay management fees based on their NAV, our
    CLOs pay management fees based on the aggregate par value of
    collateral assets and principal cash, as defined in the applicable CLO
    indentures, our publicly-traded BDCs pay management fees based on
    gross assets (including assets acquired with leverage), net of cash,
    and DoubleLine funds typically pay management fees based on NAV. As
    compared with AUM, management fee-generating AUM generally excludes
    the following:
    • Differences between AUM and either committed capital or cost basis
      for most closed-end funds, other than for closed-end funds that
      pay management fees based on NAV and leverage, as applicable;
    • Undrawn capital commitments to closed-end funds that have not yet
      commenced their investment periods;
    • Undrawn capital commitments to funds for which management fees are
      based on drawn capital, NAV or cost basis;
    • Oaktree's general partner investments in management fee-generating
      funds;
    • Funds that are no longer paying management fees and co-investments
      that pay no management fees; and
    • Differences between AUM and fee basis for DoubleLine funds.
  • Incentive-creating assets under management ("incentive-creating
    AUM")
    refers to the AUM that may eventually produce incentive
    income. It generally represents the NAV of our funds for which we are
    entitled to receive an incentive allocation, excluding CLOs and
    investments made by us and our employees and directors (which are not
    subject to an incentive allocation), gross assets (including assets
    acquired with leverage), net of cash, for our publicly-traded BDCs,
    and our pro-rata portion of DoubleLine's incentive-creating AUM. All
    funds for which we are entitled to receive an incentive allocation are
    included in incentive-creating AUM, regardless of whether or not they
    are currently above their preferred return or high-water mark and
    therefore generating incentives. Incentive-creating AUM does not
    include undrawn capital commitments.

Class A units refer to the common units of OCG designated as
Class A units.

Consolidated funds refers to the funds and CLOs that Oaktree is
required to consolidate as of the respective reporting date.

Distributable earnings is a non-GAAP performance measure derived
from our non-GAAP results that we use to measure our earnings at the
Operating Group level without the effects of the consolidated funds for
the purpose of, among other things, assisting in the determination of
equity distributions from the Operating Group. However, the declaration,
payment and determination of the amount of equity distributions, if any,
is at the sole discretion of our board of directors, which may change
our distribution policy at any time.

Distributable earnings and distributable earnings revenues differ from
ANI in that they exclude investment income or loss and include the
receipt of investment income or loss from distributions by our
investments in funds. Additionally, any impairment charges on our CLO
investments included in ANI are, for distributable earnings purposes,
amortized over the remaining investment period of the respective CLO, in
order to align with the timing of expected cash flows. In addition,
distributable earnings differs from ANI in that make-whole premium
charges related to the repayment of debt are included in ANI, but for
distributable earnings purposes are amortized through the original
maturity date of the repaid debt. Finally, distributable earnings
differs from ANI in that it is net of Operating Group income taxes and
excludes non-cash equity-based compensation expense.

Distributable earnings-Class A, or distributable earnings per Class A
unit
, a non-GAAP performance measure, is calculated to provide Class
A unitholders with a measure that shows the portion of distributable
earnings attributable to their ownership. Distributable earnings-Class A
represents distributable earnings, including the effect of (a) preferred
unit distributions, (b) the OCGH non-controlling interest, (c) expenses,
such as current income tax expense, applicable to OCG or its
Intermediate Holding Companies and (d) amounts payable under a tax
receivable agreement. The income tax expense included in distributable
earnings-Class A represents the implied current provision for income
taxes calculated using an approach similar to that which is used in
calculating the income tax provision for adjusted net income-Class A.

Economic net income ("ENI") is a non-GAAP performance measure
that we use to evaluate the financial performance of our business by
applying the mark-to-market approach to incentive income. The
mark-to-market approach followed by ENI recognizes incentive income as
if the funds were liquidated at their reported values as of the date of
the financial statements, as compared to the GAAP criteria that it is
probable that a significant reversal will not occur and the ANI criteria
that the underlying fund distributions are known or knowable. ENI is
computed by adjusting ANI for the change in accrued incentives (fund
level), net of associated incentive income compensation expense, during
the period.

Economic net income revenues is a non-GAAP measure applying the
mark-to-market approach, instead of the GAAP revenue recognition
approach, for incentive income, and reflects the adjustments described
above under the definition of ANI.

Economic net income-Class A, or economic net income per Class A unit,
a non-GAAP performance measure, is calculated to provide Class A
unitholders with a measure that shows the portion of ENI attributable to
their ownership. Economic net income-Class A represents ENI, including
the effect of (a) preferred unit distributions, (b) the OCGH
non-controlling interest, (c) other income or expenses, such as income
tax expense, applicable to OCG or its Intermediate Holding Companies and
(d) any Operating Group income taxes attributable to OCG. The income tax
expense included in economic net income-Class A represents the implied
provision for income taxes calculated using an approach similar to that
which is used in calculating the income tax provision for adjusted net
income-Class A.

Fee-related earnings ("FRE") is a non-GAAP performance measure
that we use to monitor the baseline earnings of our business. FRE is
derived from our non-GAAP results and is comprised of management fees
("fee-related earnings revenues") less operating expenses other than
incentive income compensation expense and non-cash equity-based
compensation expense. FRE is considered baseline because it excludes all
non-management fee revenue sources and applies all cash compensation and
benefits other than incentive income compensation expense, as well as
all general and administrative expenses, to management fees, even though
those expenses also support the generation of incentive and investment
income. FRE is presented before income taxes.

Fee-related earnings-Class A, or fee-related earnings per Class A
unit,
is a non-GAAP performance measure calculated to provide Class
A unitholders with a measure that shows the portion of FRE attributable
to their ownership. Fee-related earnings-Class A represents FRE
including the effect of (a) the OCGH non-controlling interest, (b) other
income or expenses, such as income tax expense, applicable to OCG or its
Intermediate Holding Companies and (c) any Operating Group income taxes
attributable to OCG. Fee-related earnings-Class A income taxes is
calculated excluding any incentive income or investment income (loss).

Incentive income is generally recognized for our closed-end funds
only after the fund has distributed all contributed capital plus an
annual preferred return (commonly referred to as the European-style
waterfall) and, for our evergreen funds, on an annual basis up to 20% of
the year's profits, subject to a high-water mark or hurdle rate. For
non-GAAP reporting, incentive income also includes the portion of the
performance fees attributable to our minority equity interest in
DoubleLine earned in the period.

Intermediate Holding Companies collectively refers to the
subsidiaries wholly owned by us.

Invested capital reflects deployed capital, whether involving
drawn or recycled equity capital, or borrowings from fund-level credit
facilities. This metric is used in connection with incentive-creating
closed-end funds and certain evergreen funds.

Management fees are recognized over the period in which our
investment advisory services are performed and for non-GAAP reporting
include the portion of the earnings from management fees attributable to
our minority equity interest in DoubleLine.

Net asset value ("NAV") refers to the value of all the assets of
a fund (including cash and accrued interest and dividends) less all
liabilities of the fund (including accrued expenses and any reserves
established by us, in our discretion, for contingent liabilities)
without reduction for accrued incentives (fund level) because they are
reflected in the partners' capital of the fund.

Oaktree, OCG, we, us, our or the Company refers to Oaktree
Capital Group, LLC and, where applicable, its subsidiaries and
affiliates.

Oaktree Operating Group ("Operating Group") refers collectively
to the entities in which we have a minority economic interest and
indirect control that either (i) act as or control the general partners
and investment advisers of our funds or (ii) hold interests in other
entities or investments generating income for us.

Preferred units or preferred unitholders refer to the Series A
Preferred units of OCG or Series A Preferred unitholders, respectively,
unless otherwise specified.

Relevant Benchmark refers, with respect to:

  • our U.S. High Yield Bond product, to the FTSE US High-Yield Cash-Pay
    Capped Index;
  • our Global High Yield Bond product, to an Oaktree custom global high
    yield index that represents 60% ICE BofAML High Yield Master II
    Constrained Index and 40% ICE BofAML Global Non-Financial High Yield
    European Issuers 3% Constrained, ex-Russia Index – USD Hedged from
    inception through December 31, 2012, and the ICE BofAML Non-Financial
    Developed Markets High Yield Constrained Index – USD Hedged thereafter;
  • our European High Yield Bond product, to the ICE BofAML Global
    Non-Financial High Yield European Issuers excluding Russia 3%
    Constrained Index (USD Hedged);
  • our U.S. Senior Loan product (with the exception of the closed-end
    funds), to the Credit Suisse Leveraged Loan Index;
  • our European Senior Loan product, to the Credit Suisse Western
    European Leveraged Loan Index (EUR Hedged);
  • our U.S. Convertible Securities product, to an Oaktree custom
    convertible index that represents the Credit Suisse Convertible
    Securities Index from inception through December 31, 1999, the Goldman
    Sachs/Bloomberg Convertible 100 Index from January 1, 2000 through
    June 30, 2004, and the ICE BofAML All U.S. Convertibles Index
    thereafter;
  • our non-U.S. Convertible Securities product, to an Oaktree custom
    non-U.S. convertible index that represents the JACI Global ex-U.S.
    (Local) Index from inception through December 31, 2014 and the Thomson
    Reuters Global Focus ex-U.S. (USD hedged) Index thereafter;
  • our High Income Convertible Securities product, to the FTSE US
    High-Yield Market Index; and
  • our Emerging Markets Equities product, to the Morgan Stanley Capital
    International Emerging Markets Index (Net).

Sharpe Ratio refers to a metric used to calculate risk-adjusted
return. The Sharpe Ratio is the ratio of excess return to volatility,
with excess return defined as the return above that of a riskless asset
(based on the three-month U.S. Treasury bill, or for our European Senior
Loan product, the Euro Overnight Index Average) divided by the standard
deviation of such return. A higher Sharpe Ratio indicates a return that
is higher than would be expected for the level of risk compared to the
risk-free rate.

Uncalled capital commitments represent undrawn capital
commitments by partners (including Oaktree as general partner) of our
closed-end funds through their investment periods and certain evergreen
funds. If a fund distributes capital during its investment period, that
capital is typically subject to possible recall, in which case it is
included in uncalled capital commitments.

EXHIBIT A

Use of Non-GAAP Financial Information

Oaktree discloses certain non-GAAP financial measures in this earnings
release. Reconciliations of these non-GAAP financial measures to the
most directly comparable financial measures calculated and presented in
accordance with GAAP are presented below. Management makes operating
decisions and assesses the performance of Oaktree's business based on
these non-GAAP financial measures. These non-GAAP financial measures
should be considered in addition to, and not as a substitute for or
superior to, net income, net income per Class A unit or other financial
measures presented in accordance with GAAP.

Reconciliation of GAAP to Non-GAAP Results

The following table reconciles net income attributable to Oaktree
Capital Group, LLC Class A unitholders to adjusted net income,
fee-related earnings and distributable earnings.

   

Three Months Ended
June 30,

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
Net income attributable to OCG Class A unitholders $ 31,121 $ 117,324 $ 83,853 $ 172,239
Incentive income (1) 16,065 3,418 99,646 41,954
Incentive income compensation (1) (5,766 ) (3,418 ) (51,393 ) (41,954 )
Investment income (2) 6,606 (18,275 ) (3,881 ) (22,647 )
Equity-based compensation (3) 1,100 989 2,728 3,421
Foreign-currency hedging (4) (741 ) 1,869 (2,863 ) (127 )
Acquisition-related items (5) (2,834 ) 861 (1,260 ) 2,463
Income taxes (6) 4,867 5,541 11,264 17,843
Non-Operating Group (income) expenses (7) 328 255 308 487
Non-controlling interests (7)   40,749     173,090     113,456     269,139  
Adjusted net income 91,495 281,654 251,858 442,818
Incentive income (51,352 ) (459,896 ) (286,909 ) (607,338 )
Incentive income compensation 20,984 269,974 151,426 343,118
Investment income (26,238 ) (41,752 ) (38,890 ) (84,290 )
Equity-based compensation (8) 14,146 13,759 27,139 26,280
Interest expense, net of interest income 2,399 6,544 5,809 13,515
Other (income) expense, net   (559 )   (1,282 )   (1,071 )   (1,323 )
Fee-related earnings 50,875 69,001 109,362 132,780
Incentive income 51,352 459,896 286,909 607,338
Incentive income compensation (20,984 ) (269,974 ) (151,426 ) (343,118 )
Receipts of investment income (9) 39,768 37,250 78,528 66,345
Interest expense, net of interest income (2,399 ) (6,544 ) (5,809 ) (13,515 )
Other (income) expense, net (2,186 ) 1,282 (4,419 ) 1,323
Operating Group income taxes   (2,140 )   (1,621 )   (4,886 )   (2,642 )
Distributable earnings $ 114,286   $ 289,290   $ 308,259   $ 448,511  
 
(1)   This adjustment adds back the effect of timing differences
associated with the recognition of incentive income and incentive
income compensation expense between adjusted net income and net
income attributable to OCG Class A unitholders.
(2) This adjustment adds back the effect of differences in the
recognition of investment income related to corporate investments in
CLOs which under GAAP are marked-to-market but for ANI are accounted
for at amortized cost, subject to impairment.
(3) This adjustment adds back the effect of equity-based compensation
expense related to unit grants made before our initial public
offering, which is excluded from adjusted net income and fee-related
earnings because it is a non-cash charge that does not affect our
financial position.
(4) This adjustment adds back the effect of timing differences
associated with the recognition of unrealized gains and losses
related to foreign-currency hedging between adjusted net income and
net income attributable to OCG Class A unitholders.
(5) This adjustment adds back the effect of acquisition-related items
associated with the amortization of intangibles and changes in the
contingent consideration liability, which are excluded from adjusted
net income.
(6) Because adjusted net income and fee-related earnings are pre-tax
measures, this adjustment adds back the effect of income tax expense.
(7) Because adjusted net income and fee-related earnings are calculated
at the Operating Group level, this adjustment adds back the effect
of items applicable to OCG, its Intermediate Holding Companies or
non-controlling interests.
(8) This adjustment adds back the effect of equity-based compensation
expense related to unit grants made after our initial public
offering, which is excluded from fee-related earnings because it is
non-cash in nature and does not impact our ability to fund our
operations.
(9) This adjustment reflects the portion of distributions received from
funds characterized as receipts of investment income or loss. In
general, the income or loss component of a distribution from a fund
is calculated by multiplying the amount of the distribution by the
ratio of our investment's undistributed income or loss to our
remaining investment balance. In addition, if the distribution is
made during the investment period, it is generally not reflected in
distributable earnings until after the investment period ends.
 

The following table reconciles net income attributable to OCG Class A
unitholders to adjusted net income-Class A, fee-related earnings-Class A
and distributable earnings-Class A.

   

Three Months Ended
June 30,

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
Net income attributable to OCG Class A unitholders $ 31,121 $ 117,324 $ 83,853 $ 172,239
Incentive income (1) 7,275 1,407 43,621 17,109
Incentive income compensation (1) (2,611 ) (1,407 ) (22,451 ) (17,109 )
Investment income (2) 2,991 (7,523 ) (1,568 ) (9,304 )
Equity-based compensation (3) 498 407 1,206 1,398
Foreign-currency hedging (4) (336 ) 770 (1,259 ) (43 )
Acquisition-related items (5) (1,283 ) 354 (599 ) 1,006
Income taxes (6) (1,261 ) (3,268 )
Non-controlling interests (5)   (248 )   (226 )   (486 )   (449 )
Adjusted net income-Class A (7) 36,146 111,106 99,049 164,847
Incentive income (23,254 ) (189,325 ) (125,686 ) (249,403 )
Incentive income compensation 9,502 111,140 66,225 140,944
Investment income (11,881 ) (17,189 ) (17,383 ) (34,523 )
Equity-based compensation (8) 6,406 5,665 12,056 10,769
Interest expense, net of interest income 876 2,577 2,132 5,345
Other (income) expense (253 ) (528 ) (476 ) (544 )
Non-fee-related earnings income taxes (9)   3,761     208     9,655     8,119  
Fee-related earnings-Class A (7) 21,303 23,654 45,572 45,554
Incentive income 23,254 189,325 125,686 249,403
Incentive income compensation (9,502 ) (111,140 ) (66,225 ) (140,944 )
Receipts of investment income 18,007 15,334 34,862 27,190
Interest expense, net of interest income (876 ) (2,577 ) (2,132 ) (5,345 )
Other (income) expense (990 ) 528 (1,961 ) 544
Non-fee-related earnings income taxes (3,761 ) (208 ) (9,655 ) (8,119 )
Distributable earnings income taxes 1,973 (7,223 ) 1,640 (11,335 )
Tax receivable agreement (4,008 ) (5,415 ) (7,866 ) (10,778 )
Income taxes of Intermediate Holding Companies   3,989     3,920     9,646     15,201  
Distributable earnings-Class A (7) $ 49,389   $ 106,198   $ 129,567   $ 161,371  
 
(1)   This adjustment adds back the effect of timing differences
attributable to Class A unitholders associated with the recognition
of incentive income and incentive income compensation expense
between net income attributable to OCG Class A unitholders and
adjusted net income-Class A.
(2) This adjustment adds back the effect of differences in the
recognition of investment income attributable to Class A unitholders
related to corporate investments in CLOs which under GAAP are
marked-to-market but for ANI are accounted for at amortized cost,
subject to impairment.
(3) This adjustment adds back the effect of equity-based compensation
expense attributable to Class A unitholders related to unit grants
made before our initial public offering, which is excluded from
adjusted net income and fee-related earnings because it is a
non-cash charge that does not affect our financial position.
(4) This adjustment adds back the effect of timing differences
attributable to Class A unitholders associated with the recognition
of unrealized gains and losses related to foreign-currency hedging
between net income attributable to OCG Class A unitholders and
adjusted net income-Class A.
(5) This adjustment adds back the effect of (a) acquisition-related
items associated with the amortization of intangibles and changes in
the contingent consideration liability and (b) non-controlling
interests, which are both excluded from adjusted net income-Class A.
(6) This adjustment relates to differences in income taxes between net
income attributable to OCG Class A unitholders and adjusted net
income-Class A.
(7) These measures are calculated to evaluate the portion of adjusted
net income, fee-related earnings and distributable earnings
attributable to Class A unitholders. These measures are net of
income taxes and other income or expenses applicable to OCG or its
Intermediate Holding Companies. Reconciliations of fee-related
earnings to fee-related earnings-Class A and distributable earnings
to distributable earnings-Class A are presented below.
 
       

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands, except per unit data)
Fee-related earnings $ 50,875 $ 69,001 $ 109,362 $ 132,780
Fee-related earnings attributable to OCGH non-controlling interest (27,837 ) (40,596 ) (60,891 ) (78,384 )
Non-Operating Group expenses (538 ) (372 ) (745 ) (677 )
Fee-related earnings-Class A income taxes   (1,197 )   (4,379 )   (2,154 )   (8,165 )
Fee-related earnings-Class A $ 21,303   $ 23,654   $ 45,572   $ 45,554  
Fee-related earnings per Class A unit $ 0.30   $ 0.37   $ 0.66   $ 0.72  
Weighted average number of Class A units outstanding   71,177     64,193     69,556     63,611  
 
       

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands, except per unit data)
Distributable earnings $ 114,286 $ 289,290 $ 308,259 $ 448,511
Distributable earnings attributable to OCGH non-controlling interest (62,534 ) (170,199 ) (172,158 ) (264,540 )
Non-Operating Group income (expense) (328 ) (255 ) (308 ) (487 )
Distributable earnings-Class A income taxes 1,973 (7,223 ) 1,640 (11,335 )
Tax receivable agreement   (4,008 )   (5,415 )   (7,866 )   (10,778 )
Distributable earnings-Class A $ 49,389   $ 106,198   $ 129,567   $ 161,371  
Distributable earnings per Class A unit $ 0.69   $ 1.65   $ 1.86   $ 2.54  
Weighted average number of Class A units outstanding   71,177     64,193     69,556     63,611  
 
(8)   This adjustment adds back the effect of equity-based compensation
expense attributable to Class A unitholders related to unit grants
made after our initial public offering, which is excluded from
fee-related earnings-Class A, because it is non-cash in nature and
does not impact our ability to fund our operations.
(9) This adjustment adds back income taxes associated with incentive
income, incentive income compensation expense or investment income
or loss, which are not included in the calculation of fee-related
earnings-Class A.
 

The following table reconciles GAAP revenues to adjusted revenues,
fee-related earnings revenues and distributable earnings revenues.

   

Three Months Ended
June 30,

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
GAAP revenues $ 213,283 $ 634,055 $ 550,604 $ 923,640
Consolidated funds (1) (19,352 ) 36,058 (13,174 ) 53,045
Incentive income (2) 16,065 3,418 99,646 41,954
Investment income (3)   63,529     30,831     87,605     76,910  
Adjusted revenues 273,525 704,362 724,681 1,095,549
Incentive income (51,352 ) (459,896 ) (286,909 ) (607,338 )
Investment income   (26,238 )   (41,752 )   (38,890 )   (84,290 )
Fee-related earnings revenues 195,935 202,714 398,882 403,921
Incentive income 51,352 459,896 286,909 607,338
Receipts of investment income   39,768     37,250     78,528     66,345  
Distributable earnings revenues $ 287,055   $ 699,860   $ 764,319   $ 1,077,604  
 
(1)   This adjustment represents amounts attributable to the consolidated
funds that were eliminated in consolidation, the reclassification of
gains and losses related to foreign-currency hedging activities from
general and administrative expense to revenues, the elimination of
non-controlling interests from adjusted revenues, and certain
compensation and administrative related expense reimbursements
netted with expenses.
(2) This adjustment adds back the effect of timing differences
associated with the recognition of incentive income between adjusted
revenues and GAAP revenues.
(3) This adjustment reclassifies consolidated investment income from
other income (loss) to revenues and adds back the effect of
differences in the recognition of investment income related to
corporate investments in CLOs between adjusted revenues and GAAP
revenues.
 

The following table reconciles net income attributable to OCG Class A
unitholders to adjusted net income and economic net income.

   

Three Months Ended
June 30,

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
Net income attributable to OCG Class A unitholders $ 31,121 $ 117,324 $ 83,853 $ 172,239
Reconciling adjustments (1)   60,374   164,330     168,005     270,579  
Adjusted net income 91,495 281,654 251,858 442,818
Change in accrued incentives (fund level), net of associated
incentive income compensation (2)
  30,553   (102,379 )   (22,264 )   (79,892 )
Economic net income (3) $ 122,048 $ 179,275   $ 229,594   $ 362,926  
 
(1)   Please refer to the table on page 27 for a detailed reconciliation
of net income attributable to OCG Class A unitholders to adjusted
net income.
(2) The change in accrued incentives (fund level), net of associated
incentive income compensation expense, represents the difference
between (a) our recognition of net incentive income and (b) the
incentive income generated by the funds during the period that would
be due to us if the funds were liquidated at their reported values
as of that date, net of associated incentive income compensation
expense.
(3) Please see Glossary for the definition of economic net income.
 

The following table reconciles net income attributable to OCG Class A
unitholders to adjusted net income-Class A and economic net income-Class
A.

   

Three Months Ended
June 30,

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
Net income attributable to OCG Class A unitholders $ 31,121 $ 117,324 $ 83,853 $ 172,239
Reconciling adjustments (1)   5,025     (6,218 )   15,196     (7,392 )
Adjusted net income-Class A (2) 36,146 111,106 99,049 164,847
Change in accrued incentives (fund level), net of associated
incentive income compensation attributable to Class A unitholders
13,835 (42,147 ) (9,132 ) (32,983 )
Economic net income-Class A income taxes (6,199 ) (6,191 ) (10,477 ) (16,733 )
Income taxes-Class A   4,958     4,587     11,809     16,284  
Economic net income-Class A (2) $ 48,740   $ 67,355   $ 91,249   $ 131,415  
 
(1)   Please refer to the table on page 28 for a detailed reconciliation
of net income attributable to OCG Class A unitholders to adjusted
net income-Class A.
(2) These measures are calculated to evaluate the portion of adjusted
net income and economic net income attributable to Class A
unitholders. These measures are net of income taxes and other income
or expenses applicable to OCG or its Intermediate Holding Companies.
A reconciliation of economic net income to economic net income-Class
A is presented below.
 
       

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands, except per unit data)
Economic net income $ 122,048 $ 179,275 $ 229,594 $ 362,926
Economic net income attributable to OCGH non-controlling interest (66,781 ) (105,474 ) (127,560 ) (214,291 )
Non-Operating Group income (expense) (328 ) (255 ) (308 ) (487 )
Economic net income-Class A income taxes   (6,199 )   (6,191 )   (10,477 )   (16,733 )
Economic net income-Class A $ 48,740   $ 67,355   $ 91,249   $ 131,415  
Economic net income per Class A unit $ 0.68   $ 1.05   $ 1.31   $ 2.07  
Weighted average number of Class A units outstanding   71,177     64,193     69,556     63,611  
 

The following table reconciles GAAP revenues to adjusted revenues and
economic net income revenues.

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

2018   2017 2018   2017
(in thousands)
GAAP revenues $ 213,283 $ 634,055 $ 550,604 $ 923,640
Consolidated funds (1) (19,352 ) 36,058 (13,174 ) 53,045
Incentive income (2) 16,065 3,418 99,646 41,954
Investment income (3)   63,529     30,831     87,605     76,910  
Adjusted revenues 273,525 704,362 724,681 1,095,549
Incentives created 119,317 171,052 230,502 372,819
Incentive income   (51,352 )   (459,896 )   (286,909 )   (607,338 )
Economic net income revenues $ 341,490   $ 415,518   $ 668,274   $ 861,030