Oaktree Capital Group, LLC - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 10-Q

________________

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

For the quarterly period ended September 30, 2019

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

For the transition period from to .

Commission File Number 001-35500

________________

Oaktree Capital Group, LLC

(Exact name of registrant as specified in its charter)

_______________________________



Delaware		26-0174894
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

Telephone: (213) 830-6300

(Address, zip code, and telephone number, including

area code, of registrant’s principal executive offices)

_______________________________

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A units representing limited liability company interests	N/A	New York Stock Exchange
6.625% Series A preferred units	OAK-A	New York Stock Exchange
6.550% Series B preferred units	OAK-B	New York Stock Exchange

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

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

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



Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	o	Smaller reporting company	☐
		Emerging growth company	☐

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

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

As of November 1, 2019, there were 97,967,255 Class A units and 62,163,389 Class B units of the registrant outstanding.

TABLE OF CONTENTS



		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Financial Condition	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2019 and 2018	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	4
	Condensed Consolidated Statements of Changes in Unitholders’ Capital for the Three and Nine Months Ended September 30, 2019 and 2018	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	92
Item 4.	Controls and Procedures	94

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	95
Item 1A.	Risk Factors	95
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	95
Item 3.	Defaults Upon Senior Securities	95
Item 4.	Mine Safety Disclosures	95
Item 5.	Other Information	95
Item 6.	Exhibits	101
Signature

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect our current views 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.

In addition to factors previously disclosed in Oaktree Capital Group, LLC’s (“OCG”) reports filed with securities regulators in the United States and those identified elsewhere in this quarterly report, the following factors, among others, could cause actual results to differ materially from forward-looking statements and information or historical performance: the outcome of any legal proceedings that may be instituted against OCG or its unitholders or directors in connection with the merger between an affiliate of Brookfield Asset Management Inc. and OCG that closed on September 30, 2019; business disruptions resulting from the completion of the merger that will harm OCG’s business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the completion of the merger; certain legal or regulatory restrictions resulting from the completion of the merger that may impact OCG’s ability to pursue certain business opportunities or strategic transactions; the ability of OCG to retain and hire key personnel; the continued availability of capital and financing following the merger; the business, economic and political conditions in the markets in which OCG operates; changes in OCG’s anticipated revenue and income, which are inherently volatile; changes in the value of OCG’s investments; the pace of OCG’s 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 OCG’s existing funds; the amount and timing of distributions on OCG’s preferred units; changes in OCG’s operating or other expenses; the degree to which OCG encounters competition; and general political, economic and market conditions.

Any forward-looking statements and information speak only as of the date of this quarterly report or as of the date they were made, and except as required by law, OCG does not undertake any obligation to update forward-looking statements and information. For a more detailed discussion of these factors, also see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in OCG’s most recent report on Form 10-K for the year ended December 31, 2018, and in each case any material updates to these factors contained in any of OCG’s future filings.

As for the forward-looking statements and information that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should not place any reliance on these forward-looking statements and information.

This quarterly report 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.

In this quarterly report, unless the context otherwise requires:

“Oaktree,” “OCG,” “we,” “us,” “our” or “our company” refers to Oaktree Capital Group, LLC and, where applicable, its subsidiaries and affiliates.

“Oaktree Operating Group,” or “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.

“OCGH” refers to Oaktree Capital Group Holdings, L.P., a Delaware limited partnership, which holds an interest in the Oaktree Operating Group and all of our Class B units.

“OCGH unitholders” refers collectively to our senior executives, current and former employees and certain other investors who hold interests in the Oaktree Operating Group through OCGH.

“assets under management,” or “AUM,” generally refers to the assets we manage and equals the NAV (as defined below) 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, investment proceeds held in trust for use in investment activities and our pro-rata portion of AUM managed by DoubleLine (as defined below) in which we hold a minority ownership interest. For our collateralized loan obligation vehicles (“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, for our special purpose acquisition companies, the proceeds of any initial public offering held in trust for use in a business combination, and for DoubleLine funds, NAV. Our AUM amounts include AUM for which we charge no management fees. Our definition of AUM is not based on any definition contained in our operating agreement or the agreements governing the funds, accounts or companies that we manage or sponsor. Our calculation of AUM and the two AUM-related metrics described below may not be directly comparable to the AUM metrics of other investment managers.

•

“management fee-generating assets under management,” or “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 more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures—Assets Under Management—Management Fee-generating Assets Under Management.”


•	“incentive-creating assets under management,” or “incentive-creating AUM,” refers to the AUM that may eventually produce incentive income, as more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures—Assets Under Management—Incentive-creating Assets Under Management.”

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

“common units” or “common unitholders” refer to the Class A common units of OCG or Class A common unitholders, respectively, unless otherwise specified.

“consolidated funds” refers to the funds and CLOs that Oaktree is required to consolidate as of the applicable reporting date.

“DoubleLine” refers to DoubleLine Capital LP and its affiliates.

“funds” refers to investment funds and, where applicable, CLOs and separate accounts that are managed by us or our subsidiaries.

“initial public offering” refers to the listing of our Class A units on the New York Stock Exchange on April 12, 2012 whereby Oaktree sold 7,888,864 Class A units and selling unitholders sold 954,159 Class A units.

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

“net asset value,” or “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.

“preferred units” or “preferred unitholders” refer to the Series A and Series B preferred units of OCG or Series A and Series B preferred unitholders, respectively, unless otherwise specified.

“Relevant Benchmark” refers, with respect to:


•	our U.S. High Yield Bond strategy, to the FTSE US High-Yield Cash-Pay Capped Index;

•

our Global High Yield Bond strategy, 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 strategy, to the ICE BofAML Global Non-Financial High Yield European Issuers excluding Russia 3% Constrained Index (USD Hedged);


•	our U.S. Senior Loan strategy (with the exception of the closed-end funds), to the Credit Suisse Leveraged Loan Index;


•	our European Senior Loan strategy, to the Credit Suisse Western European Leveraged Loan Index (EUR Hedged);


•	our U.S. Convertible Securities strategy, 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 strategy, 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 strategy, to the FTSE US High-Yield Market Index; and


•	our Emerging Markets Equities strategy, to the Morgan Stanley Capital International Emerging Markets Index (Net).

“senior executives” refers collectively to Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone.

“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 strategy, 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.

This quarterly report and its contents do not constitute and should not be construed as an offer of securities of any Oaktree funds.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Oaktree Capital Group, LLC

Condensed Consolidated Statements of Financial Condition (Unaudited)

($ in thousands)



	As of
	September 30, 2019			December 31, 2018
Assets
Cash and cash-equivalents	$	356,431		$	460,937
U.S. Treasury and other securities	24,025			546,531
Corporate investments (includes $50,461 and $74,899 measured at fair value as of September 30, 2019 and December 31, 2018, respectively)	1,141,232			1,209,764
Due from affiliates	152,232			442,912
Deferred tax assets	441,322			229,100
Operating lease assets	102,608			—
Other assets	523,816			533,044
Assets of consolidated funds:
Cash and cash-equivalents	615,567			370,790
Investments, at fair value	8,266,799			6,531,385
Dividends and interest receivable	29,206			26,792
Due from brokers	123			11,599
Receivable for securities sold	75,928			65,884
Other assets	9,906			3,440
Total assets	$	11,739,195		$	10,432,178
Liabilities and Unitholders’ Capital
Liabilities:
Accrued compensation expense	$	245,178		$	437,966
Accounts payable, accrued expenses and other liabilities	156,698			128,729
Due to affiliates	179,478			188,367
Debt obligations	746,343			745,945
Operating lease liabilities	131,282			—
Liabilities of consolidated funds:
Accounts payable, accrued expenses and other liabilities	76,378			31,643
Payables for securities purchased	467,389			450,172
Securities sold short, at fair value	—			2,609
Distributions payable	233			4,885
Borrowings under credit facilities	971,854			864,529
Debt obligations of CLOs	5,553,144			4,127,994
Total liabilities	8,527,977			6,982,839
Commitments and contingencies (Note 17)
Non-controlling redeemable interests in consolidated funds	1,081,462			961,622
Unitholders’ capital:
Series A preferred units, 7,200,000 units issued and outstanding as of September 30, 2019 and December 31, 2018	173,669			173,669
Series B preferred units, 9,400,000 units issued and outstanding as of September 30, 2019 and December 31, 2018	226,915			226,915
Class A units, no par value, unlimited units authorized, 97,967,255 and 71,661,623 units issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	—			—
Class B units, no par value, unlimited units authorized, 62,145,608 and 85,471,937 units issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	—			—
Paid-in capital	1,166,609			893,043
Retained earnings	—			100,683
Accumulated other comprehensive income	(1,522		)	1,053
Unitholders’ capital attributable to Oaktree Capital Group, LLC	1,565,671			1,395,363
Non-controlling interests in consolidated subsidiaries	564,085			1,092,354
Total unitholders’ capital	2,129,756			2,487,717
Total liabilities and unitholders’ capital	$	11,739,195		$	10,432,178

Please see accompanying notes to condensed consolidated financial statements.

Oaktree Capital Group, LLC

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per unit amounts)



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Revenues:
Management fees	$	179,761		$	175,195		$	524,798		$	538,706
Incentive income	25,429			66,032			260,290			253,125
Total revenues	205,190			241,227			785,088			791,831
Expenses:
Compensation and benefits	(111,281		)	(101,787		)	(334,919		)	(315,614		)
Equity-based compensation	(22,779		)	(14,747		)	(59,756		)	(44,614		)
Incentive income compensation	(11,427		)	(27,294		)	(136,849		)	(127,327		)
Total compensation and benefits expense	(145,487		)	(143,828		)	(531,524		)	(487,555		)
General and administrative	(86,851		)	(38,051		)	(184,592		)	(110,459		)
Depreciation and amortization	(6,602		)	(6,459		)	(19,732		)	(19,412		)
Consolidated fund expenses	(6,540		)	(2,829		)	(12,994		)	(9,383		)
Total expenses	(245,480		)	(191,167		)	(748,842		)	(626,809		)
Other income (loss):
Interest expense	(59,883		)	(39,456		)	(149,643		)	(115,504		)
Interest and dividend income	101,882			74,490			278,782			205,089
Net realized gain (loss) on consolidated funds’ investments	(3,664		)	(9,812		)	(9,036		)	(12,509		)
Net change in unrealized appreciation (depreciation) on consolidated funds’ investments	(40,964		)	10,552			17,967			(34,939		)
Investment income	26,819			58,196			121,804			149,682
Other income, net	—			5,629			58			7,240
Total other income	24,190			99,599			259,932			199,059
Income (loss) before income taxes	(16,100		)	149,659			296,178			364,081
Income taxes	(4,798		)	(6,568		)	(11,148		)	(17,832		)
Net income (loss)	(20,898		)	143,091			285,030			346,249
Less:
Net (income) loss attributable to non-controlling interests in consolidated funds	4,208			(14,427		)	(82,234		)	(17,792		)
Net (income) loss attributable to non-controlling interests in consolidated subsidiaries	6,871			(72,005		)	(109,259		)	(187,945		)
Net income (loss) attributable to Oaktree Capital Group, LLC	(9,819		)	56,659			93,537			140,512
Net income attributable to preferred unitholders	(6,829		)	(3,909		)	(20,487		)	(3,909		)
Net income (loss) attributable to Oaktree Capital Group, LLC Class A unitholders	$	(16,648	)	$	52,750		$	73,050		$	136,603

Distributions declared per Class A unit	$	3.13		$	0.55		$	4.93		$	2.27
Net income per Class A unit (basic and diluted):
Net income per Class A unit	$	(0.22	)	$	0.74		$	0.99		$	1.95
Weighted average number of Class A units outstanding	75,995			71,369			74,005			70,167

Please see accompanying notes to condensed consolidated financial statements.

Oaktree Capital Group, LLC

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018

Net income (loss)	$	(20,898	)	$	143,091		$	285,030		$	346,249
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(5,780		)	773			(2,411		)	683
Other comprehensive income (loss), net of tax	(5,780		)	773			(2,411		)	683
Total comprehensive income	(26,678		)	143,864			282,619			346,932
Less:
Comprehensive (income) loss attributable to non-controlling interests in consolidated funds	4,208			(14,427		)	(82,234		)	(17,792		)
Comprehensive (income) loss attributable to non-controlling interests in consolidated subsidiaries	8,725			(72,434		)	(109,423		)	(188,307		)
Comprehensive income attributable to OCG	(13,745		)	57,003			90,962			140,833
Comprehensive income attributable to preferred unitholders	(6,829		)	(3,909		)	(20,487		)	(3,909		)
Comprehensive income (loss) attributable to OCG Class A unitholders	$	(20,574	)	$	53,094		$	70,475		$	136,924

Please see accompanying notes to condensed consolidated financial statements.

Oaktree Capital Group, LLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)



	Nine months ended September 30,
	2019			2018
Cash flows from operating activities:
Net income	$	285,030		$	346,249
Adjustments to reconcile net income to net cash used in operating activities:
Adoption of revenue recognition standard	—			48,709
Investment income	(121,804		)	(149,682		)
Depreciation and amortization	19,732			19,412
Equity-based compensation	59,756			44,614
Net realized and unrealized (gain) loss from consolidated funds’ investments	(8,931		)	47,448
Amortization (accretion) of original issue and market discount of consolidated funds’ investments, net	(4,305		)	(3,488		)
Income distributions from corporate investments in funds and companies	123,911			177,864
Other non-cash items	3,295			1,468
Cash flows due to changes in operating assets and liabilities:
(Increase) decrease in other assets	(3,883		)	28,353
Decrease in net due from affiliates	281,791			53,430
Decrease in accrued compensation expense	(191,859		)	(47,365		)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	65,325			(14,873		)
Cash flows due to changes in operating assets and liabilities of consolidated funds:
Increase in dividends and interest receivable	(8,437		)	(2,030		)
Decrease in due from brokers	11,476			37,010
(Increase) decrease in receivables for securities sold	(27,609		)	72,118
Increase in other assets	(7,074		)	(724		)
Increase in accounts payable, accrued expenses and other liabilities	26,111			9,619
Increase (decrease) in payables for securities purchased	123,853			(212,499		)
Purchases of securities	(5,571,689		)	(3,443,337		)
Proceeds from maturities and sales of securities	2,149,132			2,849,135
Net cash used in operating activities	(2,796,179		)	(138,569		)
Cash flows from investing activities:
Purchases of U.S. Treasury and other securities	(602,600		)	(791,401		)
Proceeds from maturities and sales of U.S. Treasury and other securities	1,124,951			498,104
Corporate investments in funds and companies	(254,478		)	(212,427		)
Distributions and proceeds from corporate investments in funds and companies	373,916			245,801
Purchases of fixed assets	(6,366		)	(3,527		)
Net cash provided by (used in) investing activities	635,423			(263,450		)

(continued)

Please see accompanying notes to condensed consolidated financial statements.

Oaktree Capital Group, LLC

Condensed Consolidated Statements of Cash Flows (Unaudited) — (Continued)

(in thousands)



	Nine months ended September 30,
	2019			2018
Cash flows from financing activities:
Net proceeds from issuance of Class A units	$	—		$	219,750
Purchase of OCGH units	—			(219,525		)
Repurchase and cancellation of units	(12,191		)	(12,195		)
Distributions to Class A unitholders	(436,494		)	(160,883		)
Distributions to preferred unitholders	(20,487		)	(3,909		)
Distributions to OCGH unitholders	(358,455		)	(218,575		)
Distributions to non-controlling interests	(3,421		)	(3,700		)
Net proceeds from issuance of preferred units	—			400,584
Payment of debt issuance costs	—			(2,235		)
Cash flows from financing activities of consolidated funds:
Contributions from non-controlling interests	519,684			107,962
Distributions to non-controlling interests	(107,071		)	(236,929		)
Proceeds from debt obligations issued by CLOs	3,892,380			1,170,317
Payment of debt issuance costs	(3,070		)	(1,771		)
Repayment on debt obligations issued by CLOs	(1,188,452		)	(729,458		)
Borrowings on credit facilities	505,521			—
Repayments on credit facilities	(372,000		)	—
Net cash provided by financing activities	2,415,944			309,433
Effect of exchange rate changes on cash	(12,078		)	1,497
Net increase (decrease) in cash and cash-equivalents	243,110			(91,089		)
Deconsolidation of funds	(102,839		)	(12,315		)
Cash and cash-equivalents, beginning balance	831,727			959,465
Cash and cash-equivalents, ending balance	$	971,998		$	856,061


Reconciliation of cash and cash-equivalents
Cash and cash-equivalents – Oaktree	$	356,431		$	543,229
Cash and cash-equivalents – Consolidated Funds	615,567			312,832
Total cash and cash-equivalents	$	971,998		$	856,061

Please see accompanying notes to condensed consolidated financial statements.

Oaktree Capital Group, LLC Condensed Consolidated Statements of Changes in Unitholders’ Capital (Unaudited) (in thousands)

	Oaktree Capital Group, LLC																			Non-controlling Interests in Consolidated Subsidiaries			Total Unitholders’ Capital
	Class A Units		Class B Units		Series A Preferred Units			Series B Preferred Units			Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interests in Consolidated Subsidiaries			Total Unitholders’ Capital

Unitholders’ capital as of June 30, 2019	75,649		84,001		$	173,669		$	226,915		$	937,880		$	60,056		$	2,404		$	1,022,739		$	2,423,663
Activity for the three months ended:
Issuance of units	25,529		3,675		—			—			—			—			—			—			—
Cancellation of units	(3,122	)	(200	)	—			—			—			—			—			—			—
Repurchase and cancellation of units	(89	)	(25,330	)	—			—			(941		)	—			—			(1,298		)	(2,239		)
Deferred tax effect resulting from the purchase of units in connection with the Merger	—		—		—			—			212,017			—			—			—			212,017
Equity reallocation between controlling and non-controlling interests	—		—		—			—			267,715			—			—			(267,715		)	—
Capital increase related to equity-based compensation	—		—		—			—			12,699			—			—			13,981			26,680
Distributions declared	—		—		(2,981		)	(3,848		)	(262,761		)	(43,408		)	—			(194,897		)	(507,895		)
Net income	—		—		2,981			3,848			—			(16,648		)	—			(6,871		)	(16,690		)
Foreign currency translation adjustment, net of tax	—		—		—			—			—			—			(3,926		)	(1,854		)	(5,780		)
Unitholders’ capital as of September 30, 2019	97,967		62,146		$	173,669		$	226,915		$	1,166,609		$	—		$	(1,522	)	$	564,085		$	2,129,756

	Oaktree Capital Group, LLC																			Non-controlling Interests in Consolidated Subsidiaries			Total Unitholders’ Capital
	Class A Units		Class B Units		Series A Preferred Units			Series B Preferred Units			Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interests in Consolidated Subsidiaries			Total Unitholders’ Capital
Unitholders’ capital as of December 31, 2018	71,662		85,472		$	173,669		$	226,915		$	893,043		$	100,683		$	1,053		$	1,092,354		$	2,487,717
Activity for the nine months ended:
Issuance of units	29,713		5,113		—			—			—			—			—			—			—
Cancellation of units	(3,149	)	(3,036	)	—			—			—			—			—			—			—
Repurchase and cancellation of units	(259	)	(25,403	)	—			—			(8,378		)	—			—			(3,813		)	(12,191		)
Deferred tax effect resulting from the purchase of units in connection with the Merger	—		—		—			—			212,017			—			—			—			212,017
Equity reallocation between controlling and non-controlling interests	—		—		—			—			304,280			—			—			(304,280		)	—
Capital increase related to equity-based compensation	—		—		—			—			28,408			—			—			32,277			60,685
Distributions declared	—		—		(8,943		)	(11,544		)	(262,761		)	(173,733		)	—			(361,876		)	(818,857		)
Net income	—		—		8,943			11,544			—			73,050			—			109,259			202,796
Foreign currency translation adjustment, net of tax	—		—		—			—			—			—			(2,575		)	164			(2,411		)
Unitholders’ capital as of September 30, 2019	97,967		62,146		$	173,669		$	226,915		$	1,166,609		$	—		$	(1,522	)	$	564,085		$	2,129,756

Please see accompanying notes to condensed consolidated financial statements.

Oaktree Capital Group, LLC Condensed Consolidated Statements of Changes in Unitholders’ Capital (Unaudited) (in thousands)

	Oaktree Capital Group, LLC																	Non-controlling Interests in Consolidated Subsidiaries			Non-controlling Interests in Consolidated Funds			Total Unitholders’ Capital
	Class A Units		Class B Units		Series A Preferred Units			Series B Preferred Units		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests in Consolidated Subsidiaries			Non-controlling Interests in Consolidated Funds			Total Unitholders’ Capital

Unitholders’ capital as of June 30, 2018	71,175		86,007		$	173,669		$	—	$	871,776		$	62,579		$	420	$	1,035,253		$	6,719		$	2,150,416
Activity for the three months ended:
Issuance of units	384		68		—			226,915		—			—			—		—			—			226,915
Cancellation of units	(27	)	(428	)	—			—		—			—			—		—			—			—
Repurchase and cancellation of units	(21	)	(21	)	—			—		(962		)	—			—		(400		)	—			(1,362		)
Purchase of non-controlling interests in subsidiary	—		—		—			—		—			—			—		—			—			—
Equity reallocation between controlling and non-controlling interests	—		—		—			—		4,514			—			—		(4,514		)	—			—
Capital increase related to equity-based compensation	—		—		—			—		6,654			—			—		7,997			—			14,651
Distributions declared	—		—		(3,909		)	—		—			(39,126		)	—		(54,456		)				(97,491		)
Net income	—		—		3,909			—		—			52,750			—		72,005			237			128,901
Foreign currency translation adjustment, net of tax	—		—		—			—		—			—			344		429			—			773
Unitholders’ capital as of September 30, 2018	71,511		85,626		$	173,669		$	226,915	$	881,982		$	76,203		$	764	$	1,056,314		$	6,956		$	2,422,803

	Oaktree Capital Group, LLC																	Non-controlling Interests in Consolidated Subsidiaries			Non-controlling Interests in Consolidated Funds			Total Unitholders’ Capital
	Class A Units		Class B Units		Series A Preferred Units			Series B Preferred Units		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests in Consolidated Subsidiaries			Non-controlling Interests in Consolidated Funds			Total Unitholders’ Capital
Unitholders’ capital as of December 31, 2017	65,310		90,976		$	—		$	—	$	788,413		$	80,128		$	443	$	1,121,237		$	30,396		$	2,020,617
Activity for the nine months ended:
Cumulative-effect adjustment from adoption of accounting guidance	—		—		—			—		—			20,355			—		28,354			—			48,709
Issuance of units	6,534		182		173,669			226,915		219,750			—			—		—			—			620,334
Cancellation of units	(112	)	(428	)	—			—		—			—			—		—			—			—
Repurchase and cancellation of units	(221	)	(5,104	)	—			—		(228,469		)	—			—		(3,251		)	—			(231,720		)
Purchase of non-controlling interests in subsidiary	—		—		—			—		(1,320		)	—			—		(1,596		)	—			(2,916		)
Deferred tax effect resulting from the purchase of OCGH units	—		—		—			—		6,051			—			—		—			—			6,051
Equity reallocation between controlling and non-controlling interests	—		—		—			—		78,269			—			—		(78,269		)	—			—
Capital increase related to equity-based compensation	—		—		—			—		19,288			—			—		23,807			—			43,095
Distributions declared	—		—		(3,909		)	—		—			(160,883		)	—		(222,275		)	(22,833		)	(409,900		)
Net income	—		—		3,909			—		—			136,603			—		187,945			(607		)	327,850
Foreign currency translation adjustment, net of tax	—		—		—			—		—			—			321		362			—			683
Unitholders’ capital as of September 30, 2018	71,511		85,626		$	173,669		$	226,915	$	881,982		$	76,203		$	764	$	1,056,314		$	6,956		$	2,422,803

Please see accompanying notes to condensed consolidated financial statements.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2019

($ in thousands, except where noted)

1. ORGANIZATION AND BASIS OF PRESENTATION

Oaktree Capital Group, LLC (“OCG”, together with its subsidiaries, “Oaktree” or the “Company”) is a leader among global investment managers specializing in alternative investments. Oaktree emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. Funds managed by Oaktree (the “Oaktree funds”) include commingled funds, separate accounts, collateralized loan obligation vehicles (“CLOs”) and publicly-traded business development companies (“BDCs”). Commingled funds include open-end and closed-end limited partnerships in which the Company makes an investment and for which it serves as the general partner. CLOs are structured finance vehicles in which the Company typically makes an investment and for which it serves as collateral manager.

Oaktree Capital Group, LLC is a Delaware limited liability company that was formed on April 13, 2007. The Company is owned by its Class A and Class B unitholders and its preferred unitholders. As of September 30, 2019, Oaktree Capital Group Holdings GP, LLC acts as the Company’s manager and is the general partner of Oaktree Capital Group Holdings, L.P. (“OCGH”), which owns 100% of the Company’s outstanding Class B units. OCGH is owned by the Company’s senior executives, current and former employees and certain other investors (collectively, the “OCGH unitholders”). The Company’s operations are conducted through a group of operating entities collectively referred to as the “Oaktree Operating Group.” OCGH has a direct economic interest in the Oaktree Operating Group and the Company has an indirect economic interest in the Oaktree Operating Group. The interests in the Oaktree Operating Group are referred to as the “Oaktree Operating Group units.” An Oaktree Operating Group unit is not a separate legal interest but represents one limited partnership interest in each of the Oaktree Operating Group entities. Class A units are entitled to one vote per unit. Class B units are entitled to ten votes per unit and do not represent an economic interest in the Company. The number of Class B units held by OCGH increases or decreases in response to corresponding changes in OCGH’s economic interest in the Oaktree Operating Group; consequently, the OCGH unitholders’ economic interest in the Oaktree Operating Group is reflected within non-controlling interests in consolidated subsidiaries in the accompanying condensed consolidated financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. Certain of the Oaktree funds consolidated by the Company are investment companies that follow a specialized basis of accounting established by GAAP. All intercompany transactions and balances have been eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2019.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Brookfield Merger

On March 13, 2019, Oaktree, Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario (“Brookfield”), Berlin Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”) and a wholly-owned subsidiary of Brookfield, Oslo Holdings LLC, a Delaware limited liability company (“SellerCo”) and a wholly-owned subsidiary of OCGH, and Oslo Holdings Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Oaktree (“Seller MergerCo”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Brookfield would acquire 61.2% of Oaktree’s business in a stock and cash transaction. Pursuant to the terms and conditions set forth in the Merger Agreement, on September 30, 2019, (i) Merger Sub merged with and into Oaktree (the “Merger”), with Oaktree continuing as the surviving entity, and (ii) immediately following the Merger, SellerCo merged with and into Seller MergerCo (the “Subsequent Merger” and together with the Merger, the “Mergers”), with Seller MergerCo continuing as the surviving entity. Following the closing of the Mergers on September 30, 2019, the remaining 38.8% of the business continues to be owned by OCGH, whose unitholders consist primarily of Oaktree’s founders and certain other members of management and current and former employees.

At the effective time of the Merger (the “Effective Time”) on September 30, 2019, each Class A Unit of Oaktree (“Class A Unit”) (other than unvested Class A Units), issued and outstanding immediately prior to the Effective Time, at the election (or deemed election) of the holder, was converted (subject to pro-rations as described below) into the right to receive either $49.00 in cash (the “Cash Consideration”) or 1.0770 Class A Limited Voting Shares of Brookfield (“Brookfield Class A Shares”), together with any dividends or distributions thereon payable in accordance with the Merger Agreement (the “Share Consideration” and together with the Cash Consideration, the “Merger Consideration”), without interest. Oaktree Class A unitholders’ and OCGH unitholders’ elections were made on a per unit basis and subject to pro-ration such that the total consideration paid by Brookfield was 50% cash and 50% Brookfield Class A Shares. At the effective time of the Subsequent Merger (the “Subsequent Effective Time”) on September 30, 2019, each unit of equity interest in SellerCo (a “SellerCo Unit”), at the election (or deemed election) of the holder, was converted into the right to receive either Cash Consideration or Share Consideration. Based on the elections made (or deemed to have been made), the Share Consideration was oversubscribed and former holders of Class A Units and participating OCGH units who elected (or were deemed to have elected) to receive Share Consideration with respect to all or a portion of their units instead received approximately 0.6173 Limited Voting Shares of Brookfield and $20.92 in cash with respect to each such unit.

The aggregate amount of cash payable to Oaktree Class A unitholders and OCGH unitholders in the transaction was approximately $2.4 billion and approximately 52.8 million Brookfield Class A shares were issued in the Mergers. In connection with the closing of the Merger, Oaktree Class A units were delisted from the New York Stock Exchange.

At the Effective Time, each unvested Class A Unit held by current, or in certain cases former, employees, officers and directors of Oaktree and its subsidiaries was converted into one unvested OCGH Unit (each, a “Converted Class A Unit”) and will thereafter be subject to the terms and conditions of the OCGH limited partnership agreement. The Converted Class A Units will (i) be subject to the same vesting terms that were applicable to such units prior to the Effective Time, (ii) be entitled to receive ongoing distributions in respect of earnings, but not capital distributions and (iii) upon vesting, receive the accumulated value of capital distributions that accrued while such units were unvested. No unvested Class A Units or Converted Class A Units vested in connection with the Mergers. Please see note 15 for more information.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Policies of the Company

Consolidation

The Company consolidates entities in which it has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. A limited partnership or similar entity is a variable interest entity (“VIE”) if the unaffiliated limited partners do not have substantive kick-out or participating rights. Most of the Oaktree funds are VIEs because they have not granted unaffiliated limited partners substantive kick-out or participating rights. The Company consolidates those VIEs in which it is the primary beneficiary. An entity is deemed to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance-based fees), would give it a controlling financial interest. A decision maker’s fee arrangement is not considered a variable interest if (a) it is compensation for services provided, commensurate with the level of effort required to provide those services, and part of a compensation arrangement that includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length (“at-market”), and (b) the decision maker does not hold any other variable interests that absorb more than an insignificant amount of the potential VIE’s expected residual returns.

The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective Oaktree funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. The Company does not consolidate most of the Oaktree funds because it is not the primary beneficiary of those funds due to the fact that its fee arrangements are considered at-market and thus not deemed to be variable interests, and it does not hold any other interests in those funds that are considered to be more than insignificant. Please see note 4 for more information regarding both consolidated and unconsolidated VIEs. For entities that are not VIEs, consolidation is evaluated through a majority voting interest model.

“Consolidated funds” refers to Oaktree-managed funds and CLOs that the Company is required to consolidate. When funds or CLOs are consolidated, the Company reflects the assets, liabilities, revenues, expenses and cash flows of the funds or CLOs on a gross basis, and the majority of the economic interests in those funds or CLOs, which are held by third-party investors, are reflected as non-controlling interests in consolidated funds or debt obligations of CLOs in the condensed consolidated financial statements. All of the revenues earned by the Company 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 the Company.

Certain entities in which the Company has the ability to exert significant influence, including unconsolidated Oaktree funds for which the Company acts as general partner, are accounted for under the equity method of accounting.

Non-controlling Redeemable Interests in Consolidated Funds

The Company records non-controlling interests to reflect the economic interests of the unaffiliated limited partners. These interests are presented as non-controlling redeemable interests in consolidated funds within the condensed consolidated statements of financial condition, outside of the permanent capital section. Limited

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

partners in open-end and evergreen funds generally have the right to withdraw their capital, subject to the terms of the respective limited partnership agreements, over periods ranging from one month to three years. While limited partners in consolidated closed-end funds generally have not been granted redemption rights, these limited partners do have withdrawal or redemption rights in certain limited circumstances that are beyond the control of the Company, such as instances in which retaining the limited partnership interest could cause the limited partner to violate a law, regulation or rule.

The allocation of net income or loss to non-controlling redeemable interests in consolidated funds is based on the relative ownership interests of the unaffiliated limited partners after the consideration of contractual arrangements that govern allocations of income or loss. At the consolidated level, potential incentives are allocated to non-controlling redeemable interests in consolidated funds until such incentives become allocable to the Company under the substantive contractual terms of the limited partnership agreements of the funds.

Non-controlling Interests in Consolidated Funds

Non-controlling interests in consolidated funds represent the equity interests held by third-party investors in CLOs that had not yet priced as of the respective period end. All non-controlling interests in those CLOs are attributed a share of income or loss arising from the respective CLO based on the relative ownership interests of third-party investors after consideration of contractual arrangements that govern allocations of income or loss.

Non-controlling Interests in Consolidated Subsidiaries

Non-controlling interests in consolidated subsidiaries reflect the portion of unitholders’ capital attributable to OCGH unitholders (“OCGH non-controlling interest”) and third parties. All non-controlling interests in consolidated subsidiaries are attributed a share of income or loss in the respective consolidated subsidiary based on the relative economic interests of the OCGH unitholders or third parties after consideration of contractual arrangements that govern allocations of income or loss. Please see note 13 for more information.

Leases

The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the statements of financial condition as separate line items: operating lease right-of-use assets (“ROU assets”) and operating lease liabilities. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities and lease incentives. The Company’s lease arrangements generally do not provide an implicit rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company may also include options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assets and liabilities. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. Please see note 11 for more information.

Revenue Recognition

The Company earns management fees and incentive income from the investment advisory services it provides to its customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company typically enters into contracts with investment funds to provide investment management and administrative services. These services are generally capable of being distinct and each is accounted for as separate performance obligations comprised of distinct service periods because the services are performed over time. The Company determined that for accounting purposes the investment funds are generally considered to be the customers with respect to commingled funds, while the individual investors are the customers with respect to separate account and fund-of-one vehicles. The Company receives management fees and/or incentive income with

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

respect to its investment management services, and it is reimbursed by the funds for expenses incurred or paid on behalf of the funds with respect to its investment advisory services and its administrative services. The Company evaluates whether it is the principal (i.e., report as management fees on a gross basis) or agent (i.e., report as management fees on a net basis) with respect to each performance obligation and associated reimbursement arrangements. The Company has elected to apply the variable consideration exemption for its fee arrangements with its customers. Please see note 3 for more information on revenues.

Management Fees

Management fees are recognized over the period in which the investment management services are performed because customers simultaneously consume and receive benefits that are satisfied over time. The contractual terms of management fees generally vary by fund structure. For most closed-end funds, the management fee rate is applied against committed capital during the fund’s investment period and the lesser of total funded capital or cost basis of assets in the liquidation period. Certain closed-end funds pay management fees during the investment period based on drawn capital or cost basis. Additionally, for closed-end funds that pay management fees based on committed capital, the Company may elect to delay the start of the fund’s investment period and thus its full management fees, in which case it earns management fees based on drawn capital, and in certain cases outstanding borrowings under a fund-level credit facility made in lieu of drawing capital, until the Company elects to start the fund’s investment period. The Company’s right to receive management fees typically ends after 10 or 11 years from either the initial closing date or the start of the investment period, even if assets remain in the fund. In the case of CLOs, the management fee is based on the aggregate par value of collateral assets and principal cash, as defined in the applicable CLO indentures, and a portion of the management fees is dependent on the sufficiency of the particular vehicle’s cash flow. For open-end and evergreen funds, the management fee is generally based on the NAV of the fund. For the publicly-traded BDCs, the management fee is based on gross assets (including assets acquired with leverage), net of cash. In the case of certain open-end fund accounts, the Company has the potential to earn performance-based fees, typically in reference to a relevant benchmark index or hurdle rate, which are classified as management fees. The Company also earns quarterly incentive fees on the investment income from certain evergreen funds, such as the publicly-traded BDCs and other fund accounts, which are generally recurring in nature and reflected as management fees.

The ultimate amount of management fees that will be earned over the life of the contract is subject to a large number and broad range of possible outcomes due to market volatility and other factors outside of the Company’s control. As a result, the amount of revenue earned in any given period is generally determined at the end of each reporting period and relates to services performed during that period.

Incentive Income

Incentive income generally represents 20% of each closed-end fund’s profits, subject to the return of contributed capital and a preferred return of typically 8% per annum, and up to 20% of certain evergreen fund’s annual profits, subject to high-water marks or hurdle rates. Incentive income is recognized when it is probable that a significant reversal will not occur. Revenue recognition is typically met (a) for closed-end funds, after all contributed capital and the preferred return on that capital have been distributed to the fund’s investors, and (b) for certain evergreen funds, at the conclusion of each annual measurement period. Potential incentive income is highly susceptible to market volatility, the judgment and actions of third parties, and other factors outside of the Company’s control. The Company’s experience has demonstrated little predictive value in the amount of potential incentive income ultimately earned due to the highly uncertain nature of returns inherent in the markets and contingencies associated with many realization events. As a result, the amount of incentive income recognized in any given period is generally determined after giving consideration to a number of factors, including whether the fund is in its investment or liquidation period, and the nature and level of risk associated with changes in fair value of the remaining assets in the fund. In general, it would be unlikely that any amount of potential incentive income would be recognized until (a) the uncertainty is resolved or (b) the fund is near final liquidation, assets are under contract for sale or are of low risk of significant fluctuation in fair value, and the assets are significantly in excess of the threshold at which incentive income would be earned.

Incentives received by Oaktree before the revenue recognition criteria have been met are deferred and recorded as a deferred incentive income liability within accounts payable, accrued expenses and other liabilities in

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

the consolidated statements of financial condition. The Company may receive tax distributions related to taxable income allocated by funds, which are treated as an advance of incentive income and subject to the same recognition criteria. Tax distributions are contractually not subject to clawback.

Fair Value of Financial Instruments

GAAP establishes a hierarchical disclosure framework that prioritizes the inputs used in measuring financial instruments at fair value into three levels based on their market observability. Market price observability is affected by a number of factors, such as the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or for which fair value can be measured based on actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value.

Financial assets and liabilities measured and reported at fair value are classified as follows:


•	Level I – Quoted unadjusted prices for identical instruments in active markets to which the Company has access at the date of measurement. The types of investments in Level I include exchange-traded equities, debt and derivatives with quoted prices.

•

Level II – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are directly or indirectly observable. Level II inputs include interest rates, yield curves, volatilities, prepayment risks, loss severities, credit risks and default rates. The types of investments in Level II generally include corporate bonds and loans, government and agency securities, less liquid and restricted equity investments, over-the-counter traded derivatives, debt obligations of consolidated CLOs, and other investments where the fair value is based on observable inputs.

•

Level III – Valuations for which one or more significant inputs are unobservable. These inputs reflect the Company’s assessment of the assumptions that market participants use to value the investment based on the best available information. Level III inputs include prices of quoted securities in markets for which there are few transactions, less public information exists or prices vary among brokered market makers. The types of investments in Level III include non-publicly traded equity, debt, real estate and derivatives.

In some instances, the inputs used to value an instrument may fall into multiple levels of the fair-value hierarchy. In such instances, the instrument’s level within the fair-value hierarchy is based on the lowest of the three levels (with Level III being the lowest) that is significant to the fair-value measurement. The Company’s assessment of the significance of an input requires judgment and considers factors specific to the instrument. Transfers of assets into or out of each fair value hierarchy level as a result of changes in the observability of the inputs used in measuring fair value are accounted for as of the beginning of the reporting period. Transfers resulting from a specific event, such as a reorganization or restructuring, are accounted for as of the date of the event that caused the transfer.

In the absence of observable market prices, the Company values Level III investments using valuation methodologies applied on a consistent basis. The quarterly valuation process for Level III investments begins with each portfolio company, property or security being valued by the investment and/or valuation teams. With the exception of open-end funds, all unquoted Level III investment values are reviewed and approved by (i) the Company’s valuation officer, who is independent of the investment teams, (ii) a designated investment professional of each strategy and (iii) for a substantial majority of unquoted Level III holdings as measured by market value, a valuation committee of the respective strategy. For open-end funds, unquoted Level III investment values are reviewed and approved by the Company’s valuation officer. For certain investments, the valuation process also includes a review by independent valuation parties, at least annually, to determine whether the fair values determined by management are reasonable. Results of the valuation process are evaluated each quarter, including an assessment of whether the underlying calculations should be adjusted or recalibrated. In connection with this process, the Company periodically evaluates changes in fair-value measurements for reasonableness, considering items such as industry trends, general economic and market conditions, and factors specific to the investment.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Certain assets are valued using prices obtained from pricing vendors or brokers. The Company seeks to obtain prices from at least two pricing vendors for the subject or similar securities. In cases where vendor pricing is not reflective of fair value, a secondary vendor is unavailable, or no vendor pricing is available, a comparison value made up of quotes for the subject or similar securities received from broker dealers may be used. These investments may be classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions. The Company evaluates the prices obtained from brokers or pricing vendors based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Company also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Company performs due diligence procedures surrounding pricing vendors to understand their methodology and controls to support their use in the valuation process.

Fair Value Option

The Company has elected the fair value option for certain corporate investments that otherwise would not have reflected unrealized gains and losses in current-period earnings. Such election is irrevocable and is applied on an investment-by-investment basis at initial recognition. Unrealized gains and losses resulting from changes in fair value are reflected as a component of investment income in the condensed consolidated statements of operations. The Company’s accounting for these investments is similar to its accounting for investments held by the consolidated funds at fair value and the valuation methods are consistent with those used to determine the fair value of the consolidated funds’ investments.

The Company has elected the fair value option for the financial assets and financial liabilities of its consolidated CLOs. The assets and liabilities of CLOs are primarily reflected within the investments, at fair value and within the debt obligations of CLOs line items in the condensed consolidated statements of financial condition. The Company’s accounting for CLO assets is similar to its accounting for its funds with respect to both carrying investments held by CLOs at fair value and the valuation methods used to determine the fair value of those investments. The fair value of CLO liabilities are measured as the fair value of CLO assets less the sum of (a) the fair value of any beneficial interests held by the Company and (b) the carrying value of any beneficial interests that represent compensation for services. Realized gains or losses and changes in the fair value of CLO assets, respectively, are included in net realized gain on consolidated funds’ investments and net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Interest income of CLOs is included in interest and dividend income, and interest expense and other expenses, respectively, are included in interest expense and consolidated fund expenses in the condensed consolidated statements of operations. Changes in the fair value of a CLO’s financial liabilities in accordance with the CLO measurement guidance are included in net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Please see notes 6 and 10 for more information.

Accounting Policies of Consolidated Funds

Investments, at Fair Value

The consolidated funds include investment limited partnerships and CLOs that reflect their investments, including majority-owned and controlled investments, at fair value. The Company has retained the specialized investment company accounting guidance under GAAP for investment limited partnerships with respect to consolidated investments and has elected the fair value option for the financial assets of CLOs. Thus, the consolidated investments are reflected in the condensed consolidated statements of financial condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

Non-publicly traded debt and equity securities and other securities or instruments for which reliable market quotations are not available are valued by management using valuation methodologies applied on a consistent basis. These securities may initially be valued at the acquisition price as the best indicator of fair value. The

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Company reviews the significant unobservable inputs, valuations of comparable investments and other similar transactions for investments valued at acquisition price to determine whether another valuation methodology should be utilized. Subsequent valuations will depend on the facts and circumstances known as of the valuation date and the application of valuation methodologies as further described below under “—Non-publicly Traded Equity and Real Estate Investments.” The fair value may also be based on a pending transaction expected to close after the valuation date.

Exchange-traded Investments

Securities listed on one or more national securities exchanges are valued at their last reported sales price on the date of valuation. If no sale occurred on the valuation date, the security is valued at the mean of the last “bid” and “ask” prices on the valuation date. Securities that are not readily marketable due to legal restrictions that may limit or restrict transferability are generally valued at a discount from quoted market prices. The discount would reflect the amount market participants would require due to the risk relating to the inability to access a public market for the security for the specified period and would vary depending on the nature and duration of the restriction and the perceived risk and volatility of the underlying securities. Securities with longer duration restrictions or higher volatility are generally valued at a higher discount. Such discounts are generally estimated based on put option models or an analysis of market studies. Instances where the Company has applied discounts to quoted prices of restricted listed securities have been infrequent. The impact of such discounts is not material to the Company’s condensed consolidated statements of financial condition and results of operations for all periods presented.

Credit-oriented Investments (including Real Estate Loan Portfolios)

Investments in corporate and government debt which are not listed or admitted to trading on any securities exchange are valued at the mean of the last bid and ask prices on the valuation date based on quotations supplied by recognized quotation services or by reputable broker-dealers.

The market-yield approach is considered in the valuation of non-publicly traded debt securities, utilizing expected future cash flows and discounted using estimated current market rates. Discounted cash-flow calculations may be adjusted to reflect current market conditions and/or the perceived credit risk of the borrower. Consideration is also given to a borrower’s ability to meet principal and interest obligations; this may include an evaluation of collateral and/or the underlying value of the borrower utilizing techniques described below under “—Non-publicly Traded Equity and Real Estate Investments.”

Non-publicly Traded Equity and Real Estate Investments

The fair value of equity and real estate investments is determined using a cost, market or income approach. The cost approach is based on the current cost of reproducing a real estate investment less deterioration and functional and economic obsolescence. The market approach utilizes valuations of comparable public companies and transactions, and generally seeks to establish the enterprise value of the portfolio company or investment property using a market-multiple methodology. This approach takes into account the financial measure (such as EBITDA, adjusted EBITDA, free cash flow, net operating income, net income, book value or net asset value) believed to be most relevant for the given company or investment property. Consideration also may be given to factors such as acquisition price of the security or investment property, historical and projected operational and financial results for the portfolio company, the strengths and weaknesses of the portfolio company or investment property relative to its comparable companies or properties, industry trends, general economic and market conditions, and others deemed relevant. The income approach is typically a discounted cash-flow method that incorporates expected timing and level of cash flows. It incorporates assumptions in determining growth rates, income and expense projections, discount and capitalization rates, capital structure, terminal values, and other factors. The applicability and weight assigned to market and income approaches are determined based on the availability of reliable projections and comparable companies and transactions.

The valuation of securities may be impacted by expectations of investors’ receptiveness to a public offering of the securities, the size of the holding of the securities and any associated control, information with respect to transactions or offers for the securities (including the transaction pursuant to which the investment was made and the elapsed time from the date of the investment to the valuation date), and applicable restrictions on the transferability of the securities.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

These valuation methodologies involve a significant degree of management judgment. Accordingly, valuations by the Company do not necessarily represent the amounts that eventually may be realized from sales or other dispositions of investments. Fair values may differ from the values that would have been used had a ready market for the investment existed, and the differences could be material to the condensed consolidated financial statements.

Recent Accounting Developments

In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance that changes the fair value measurement disclosure requirements. The amendments remove or modify certain disclosures, while adding others. The Company adopted the guidance in the first quarter of 2019. The adoption did not have a material impact on the consolidated financial statements.

In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairments by eliminating step 2 of the goodwill impairment test. This step currently requires an entity to perform a hypothetical purchase price allocation to derive the implied fair value of goodwill. Under the new guidance, an impairment loss is recognized if the carrying value of a reporting unit exceeds its fair value. The impairment loss would equal the amount of that excess, limited to the total amount of goodwill. All other goodwill impairment guidance remains largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The guidance is effective for the Company in the first quarter of 2020 on a prospective basis, with early adoption permitted. The Company expects that adoption of this guidance will not have a material impact on the consolidated financial statements.

In February 2016, the FASB issued guidance that requires a lessee to recognize a lease asset and a lease liability for most of its operating leases. Under legacy GAAP, operating leases were not recognized by a lessee in its statements of financial position. In general, the asset and liability each equal the present value of lease payments. The guidance does not significantly change the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee. The Company adopted the guidance in the first quarter of 2019 under the simplified transition method, which allows companies to forgo the comparative reporting requirements initially required under the modified retrospective transition approach and apply the new guidance prospectively. The adoption did not have an impact on the consolidated statements of operations because all of the Company’s leases are currently classified as operating leases, which under the guidance will continue to be recognized as expense on a straight-line basis. The adoption, however, resulted in a significant gross-up in total assets and total liabilities on the consolidated statements of financial position. The amount of the liability represents the aggregate discounted amount of the Company’s minimum lease obligations as of the reporting date. The difference between the asset and liability amounts represents deferred rent liabilities and lease incentives as of the reporting date that are netted against the asset amount.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

3. REVENUES

Revenues disaggregated by fund structure is set forth below. Revenues are affected by economic factors related to the asset class composition of the holdings and the contractual terms such as the basis for calculating the management fees and investors’ ability to redeem.



	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Management Fees
Closed-end	$	120,462	$	112,415	$	345,091	$	353,225
Open-end	29,990		34,942		90,480		109,051
Evergreen	29,309		27,838		89,227		76,430
Total	$	179,761	$	175,195	$	524,798	$	538,706

Incentive Income
Closed-end	$	25,335	$	65,661	$	257,778	$	249,447
Evergreen	94		371		2,512		3,678
Total	$	25,429	$	66,032	$	260,290	$	253,125

Contract Balances

The Company receives management fees monthly or quarterly in accordance with its contracts with customers. Incentive income is received when the fund makes a distribution. Contract assets relate to the Company’s conditional right to receive payment for its performance completed under the contract. Receivables are recorded when the right to consideration becomes unconditional (i.e., only requires the passage of time). Contract liabilities (i.e., deferred revenues) relate to payments received in advance of performance under the contract. Contract liabilities are recognized as revenues when the Company provides investment management services.

The table below sets forth contract balances for the periods indicated:



	As of
	September 30, 2019			December 31, 2018

Receivables ⁽¹⁾	$	76,106		$	74,795
Contract assets ⁽¹⁾	—			288,176
Contract liabilities ⁽²⁾	(26,383		)	(26,549		)


(1)	The changes in the balances primarily related to accruals, net of payments received.


(2)	Revenue recognized in the three months and nine months ended September 30, 2019 from amounts included in the contract liability balance were $5.4 million and $17.1 million.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

4. VARIABLE INTEREST ENTITIES

The Company consolidates VIEs for which it is the primary beneficiary. VIEs include funds managed by Oaktree and CLOs for which Oaktree acts as collateral manager. The purpose of these VIEs is to provide investment opportunities for investors in exchange for management fees and, in certain cases, performance-based fees. While the investment strategies of the funds and CLOs differ by product, in general the fundamental risks of the funds and CLOs have similar characteristics, including loss of invested capital and reduction or absence of management and performance-based fees. As general partner or collateral manager, respectively, Oaktree generally considers itself the sponsor of the applicable fund or CLO. The Company does not provide performance guarantees and, other than capital commitments, has no financial obligation to provide funding to VIEs.

Consolidated VIEs

As of September 30, 2019, the Company consolidated 23 VIEs for which it was the primary beneficiary, including 10 funds managed by Oaktree, 12 CLOs for which Oaktree serves as collateral manager, and Oaktree AIF Holdings, Inc., which was formed to hold certain assets for regulatory and other purposes. Two of the consolidated funds, Oaktree Enhanced Income Retention Holdings III, LLC and Oaktree CLO RR Holder, LLC, were formed to satisfy risk retention requirements under Section 15G of the Exchange Act. As of December 31, 2018, the Company consolidated 23 VIEs.

As of September 30, 2019, the assets and liabilities of the 22 consolidated VIEs representing funds and CLOs amounted to $8.2 billion and $6.9 billion, respectively. The assets of these consolidated VIEs primarily consisted of investments in debt and equity securities, while their liabilities primarily represented debt obligations issued by CLOs. The assets of these VIEs may be used only to settle obligations of the same VIE. In addition, there is no recourse to the Company for the VIEs’ liabilities. In exchange for managing either the funds’ or CLOs’ collateral, the Company typically earns management fees and may earn performance fees, all of which are eliminated in consolidation. As of September 30, 2019, the Company’s investments in consolidated VIEs had a carrying value of $606.5 million, which represented its maximum risk of loss as of that date. The Company’s investments in CLOs are generally subordinated to other interests in the CLOs and entitle the Company to receive a pro-rata portion of the residual cash flows, if any, from the CLOs. Please see note 10 for more information on CLO debt obligations.

Unconsolidated VIEs

The Company holds variable interests in certain VIEs in the form of direct equity interests that are not consolidated because it is not the primary beneficiary, inasmuch as its fee arrangements are considered at-market and it does not hold interests in those entities that are considered more than insignificant.

The carrying value of the Company’s investments in VIEs that were not consolidated are shown below.



	Carrying Value as of
	September 30, 2019		December 31, 2018

Corporate investments	$	1,077,595	$	1,093,294
Due from affiliates	89,682		384,225
Maximum exposure to loss	$	1,167,277	$	1,477,519

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

5. INVESTMENTS

Corporate Investments

Corporate investments consist of investments in funds and companies in which the Company does not have a controlling financial interest. Investments for which the Company is deemed to exert significant influence are accounted for under the equity method of accounting and reflect Oaktree’s ownership interest in each fund or company. In the case of investments for which the Company is not deemed to exert significant influence or control, the fair value option of accounting has been elected. Investment income represents the Company’s pro-rata share of income or loss from these funds or companies, or the change in fair value of the investment, as applicable. Oaktree’s general partnership interests are substantially illiquid. While investments in funds reflect each respective fund’s holdings at fair value, equity-method investments in DoubleLine Capital LP and its affiliates (collectively, “DoubleLine”) and other companies are not adjusted to reflect the fair value of the underlying company. The fair value of the underlying investments in Oaktree funds is based on the Company’s assessment, which takes into account expected cash flows, earnings multiples and/or comparisons to similar market transactions, among other factors. Valuation adjustments reflecting consideration of credit quality, concentration risk, sales restrictions and other liquidity factors are integral to valuing these instruments.

Corporate investments consisted of the following:



	As of
Corporate Investments	September 30, 2019		December 31, 2018

Equity-method investments:
Funds	$	1,063,668	$	1,089,068
Companies	27,103		45,797
Other investments, at fair value	50,461		74,899
Total corporate investments	$	1,141,232	$	1,209,764

The components of investment income are set forth below:



	Three months ended September 30,					Nine months ended September 30,
Investment Income (Loss)	2019			2018		2019		2018

Equity-method investments:
Funds	$	(12,106	)	$	39,041	$	45,211	$	92,105
Companies	20,108			18,870		56,919		54,438
Other investments, at fair value	18,817			285		19,674		3,139
Total investment income	$	26,819		$	58,196	$	121,804	$	149,682

Equity-method Investments

The Company’s equity-method investments include its investments in Oaktree funds for which it serves as general partner and other third-party funds and companies that are not consolidated but for which the Company is deemed to exert significant influence. The Company’s share of income or loss generated by these investments is recorded within investment income in the condensed consolidated statements of operations. The Company’s equity-method investments in Oaktree funds principally reflect the Company’s general partner interests in those funds, which typically does not exceed 2.5% in each fund. The Oaktree funds are investment companies that follow a specialized basis of accounting established by GAAP. Equity-method investments in companies include the Company’s one-fifth equity stake in DoubleLine.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Each reporting period, the Company evaluates each of its equity-method investments to determine if any are considered significant, as defined by the SEC. For the nine months ended September 30, 2019, no individual equity-method investment met the significance criteria.

Summarized financial information of the Company’s equity-method investments is set forth below.



	Three months ended September 30,						Nine months ended September 30,
Statements of Operations	2019			2018			2019			2018
Revenues / investment income	$	353,289		$	489,240		$	1,584,552		$	1,423,993
Interest expense	(54,329		)	(70,803		)	(185,227		)	(203,418		)
Other expenses	(157,878		)	(210,752		)	(639,180		)	(628,109		)
Net realized and unrealized gain (loss) on investments	(204,820		)	832,725			916,097			2,178,524
Net income (loss)	$	(63,738	)	$	1,040,410		$	1,676,242		$	2,770,990

Other Investments, at Fair Value

Other investments, at fair value primarily consist of (a) investments in certain Oaktree and non-Oaktree funds for which the fair value option of accounting has been elected and (b) derivatives utilized to hedge the Company’s exposure to investment income earned from its funds.

The following table summarizes net gains (losses) attributable to the Company’s other investments:



	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018

Realized gain (loss)	$	1,345	$	104	$	7,656	$	1,072
Net change in unrealized gain (loss)	17,472		181		12,018		2,067
Total gain (loss)	$	18,817	$	285	$	19,674	$	3,139

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Investments of Consolidated Funds

Investments, at Fair Value

Investments held and securities sold short by the consolidated funds are summarized below:



	Fair Value as of				Fair Value as a Percentage of Investments of Consolidated Funds as of
Investments	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
United States:
Debt securities:
Communication services	$	753,331	$	543,948	9.3	%	8.4	%
Consumer discretionary	623,147		506,551		7.5		7.8
Consumer staples	100,798		112,197		1.2		1.7
Energy	317,161		204,568		3.8		3.1
Financials	431,216		332,240		5.2		5.1
Health care	672,716		537,592		8.1		8.2
Industrials	735,539		443,406		8.9		6.8
Information technology	610,557		536,000		7.4		8.2
Materials	368,129		289,499		4.5		4.4
Real estate	198,649		217,633		2.4		3.3
Utilities	255,356		137,031		3.1		2.1
Total debt securities (cost: $5,124,603 and $4,019,823 as of September 30, 2019 and December 31, 2018, respectively)	5,066,599		3,860,665		61.4		59.1
Equity securities:
Communication services	24		—		0.0		—
Consumer discretionary	1,950		1,915		0.0		0.1
Energy	169		131		0.0		0.0
Financials	528		837		0.0		0.0
Health care	1,461		1,348		0.0		0.0
Industrials	93		88		0.0		0.0
Utilities	130,354		1,107		1.6		0.0
Total equity securities (cost: $138,533 and $6,117 as of September 30, 2019 and December 31, 2018, respectively)	134,579		5,426		1.6		0.1
Real estate:
Real estate	210,942		—		2.6		—
Total real estate securities (cost: $213,228 and $0 as of September 30, 2019 and December 31, 2018, respectively)	210,942		—		2.6		—

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)



	Fair Value as of				Fair Value as a Percentage of Investments of Consolidated Funds as of
Investments	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Europe:
Debt securities:
Communication services	$	503,543	$	530,337	6.1	%	8.1	%
Consumer discretionary	591,975		545,324		7.2		8.3
Consumer staples	165,928		160,406		2.0		2.5
Energy	18,040		15,260		0.2		0.2
Financials	79,423		48,545		1.0		0.7
Health care	514,946		418,516		6.2		6.4
Industrials	267,975		246,640		3.2		3.8
Information technology	168,473		194,988		2.0		3.0
Materials	273,045		221,660		3.3		3.4
Real estate	27,735		30,045		0.3		0.5
Utilities	8,712		1,559		0.1		0.0
Total debt securities (cost: $2,618,439 and $2,477,821 as of September 30, 2019 and December 31, 2018, respectively)	2,619,795		2,413,280		31.6		36.9
Equity securities:
Consumer discretionary	38,498		—		0.5		—
Consumer staples	—		38		—		0.0
Health care	696		948		0.0		0.1
Real estate	25,783		—		0.3		—
Total equity securities (cost: $58,869 and $320 as of September 30, 2019 and December 31, 2018, respectively)	64,977		986		0.8		0.1
Asia and other:
Debt securities:
Communication services	14,653		12,069		0.2		0.2
Consumer discretionary	39,453		36,822		0.5		0.6
Consumer staples	8,663		11,867		0.1		0.2
Energy	14,782		20,594		0.2		0.3
Financials	10,359		13,995		0.1		0.2
Government	1,010		12,155		0.0		0.2
Health care	6,465		9,633		0.1		0.1
Industrials	52,434		40,468		0.6		0.7
Information technology	—		1,887		—		0.0
Materials	10,628		15,516		0.1		0.2
Real estate	1,475		38,592		0.0		0.6
Utilities	8,166		14,870		0.1		0.2
Total debt securities (cost: $169,761 and $233,603 as of September 30, 2019 and December 31, 2018, respectively)	168,088		228,468		2.0		3.5

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)



	Fair Value as of					Fair Value as a Percentage of Investments of Consolidated Funds as of
Investments	September 30, 2019		December 31, 2018			September 30, 2019		December 31, 2018
Asia and other:
Equity securities:
Consumer discretionary	$	—	$	874		—	%	0.0	%
Consumer staples	1		997			0.0		0.0
Energy	323		382			0.0		0.0
Financials	—		2,935			—		0.0
Industrials	—		11,265			—		0.2
Information technology	—		1,725			—		0.0
Materials	1,495		4,382			0.0		0.1
Total equity securities (cost: $3,880 and $22,977 as of September 30, 2019 and December 31, 2018, respectively)	1,819		22,560			0.0		0.3
Total debt securities	7,854,482		6,502,413			95.0		99.5
Total equity securities	201,375		28,972			2.4		0.5
Total real estate	210,942		—			2.6		—
Total investments, at fair value	$	8,266,799	$	6,531,385		100.0	%	100.0	%
Securities Sold Short
Equity securities (proceeds: $0 and $2,644 as of September 30, 2019 and December 31, 2018, respectively)	$	—	$	(2,609	)

As of September 30, 2019 and December 31, 2018, no single issuer or investment had a fair value that exceeded 5% of Oaktree’s total consolidated net assets.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Net Gains (Losses) From Investment Activities of Consolidated Funds

Net gains (losses) from investment activities in the condensed consolidated statements of operations consist primarily of realized and unrealized gains and losses on the consolidated funds’ investments (including foreign-exchange gains and losses attributable to foreign-denominated investments and related activities) and other financial instruments. Unrealized gains or losses result from changes in the fair value of these investments and other financial instruments. Upon disposition of an investment, unrealized gains or losses are reversed and an offsetting realized gain or loss is recognized in the current period.

The following table summarizes net gains (losses) from investment activities:



	Three months ended September 30,
	2019						2018
	Net Realized Gain (Loss) on Investments			Net Change in Unrealized Appreciation (Depreciation) on Investments			Net Realized Gain (Loss) on Investments			Net Change in Unrealized Appreciation (Depreciation) on Investments

Investments and other financial instruments	$	636		$	(14,910	)	$	(11,493	)	$	51,969
CLO liabilities ⁽¹⁾	—			(25,778		)	—			(42,458		)
Foreign-currency forward contracts ⁽²⁾	(4,300		)	(276		)	1,496			1,193
Options and futures ⁽²⁾	—			—			185			(152		)
Total	$	(3,664	)	$	(40,964	)	$	(9,812	)	$	10,552



	Nine Months Ended September 30,
	2019						2018
	Net Realized Gain (Loss) on Investments			Net Change in Unrealized Appreciation (Depreciation) on Investments			Net Realized Gain (Loss) on Investments			Net Change in Unrealized Appreciation (Depreciation) on Investments

Investments and other financial instruments	$	(7,076	)	$	137,322		$	(14,027	)	$	(25,119	)
CLO liabilities ⁽¹⁾	—			(119,767		)	—			(9,601		)
Foreign-currency forward contracts ⁽²⁾	(1,960		)	412			428			17
Total-return and interest-rate swaps ⁽²⁾	—			—			858			29
Options and futures ⁽²⁾	—			—			232			(265		)
Total	$	(9,036	)	$	17,967		$	(12,509	)	$	(34,939	)


(1)	Represents the net change in the fair value of CLO liabilities based on the more observable fair value of CLO assets, as measured under the CLO measurement guidance. Please see note 2 for more information.


(2)	Please see note 7 for additional information.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

6. FAIR VALUE

Fair Value of Financial Assets and Liabilities

The short-term nature of cash and cash-equivalents, receivables and accounts payable causes each of their carrying values to approximate fair value. The fair value of short-term investments included in cash and cash-equivalents is a Level I valuation. The Company’s other financial assets and financial liabilities by fair-value hierarchy level are set forth below. Please see notes 10 and 18 for the fair value of the Company’s outstanding debt obligations and amounts due from/to affiliates, respectively.



	As of September 30, 2019											As of December 31, 2018
	Level I		Level II			Level III			Total			Level I		Level II			Level III			Total
Assets
U.S. Treasury and other securities ⁽¹⁾	$	24,025	$	—		$	—		$	24,025		$	546,531	$	—		$	—		$	546,531
Corporate investments	—		4,663			45,636			50,299			—		29,476			45,426			74,902
Foreign-currency forward contracts ⁽²⁾	—		3,856			—			3,856			—		1,654			—			1,654
Cross-currency swap ⁽²⁾	—		13,074			—			13,074			—		2,384			—			2,384
Total assets	$	24,025	$	21,593		$	45,636		$	91,254		$	546,531	$	33,514		$	45,426		$	625,471

Liabilities
Contingent liability ⁽³⁾	$	—	$	—		$	(4,518	)	$	(4,518	)	$	—	$	—		$	(6,657	)	$	(6,657	)
Foreign-currency forward contracts ⁽⁴⁾	—		(2,071		)	—			(2,071		)	—		(2,318		)	—			(2,318		)
Total liabilities	$	—	$	(2,071	)	$	(4,518	)	$	(6,589	)	$	—	$	(2,318	)	$	(6,657	)	$	(8,975	)


(1)	Carrying value approximates fair value due to the short-term nature.


(2)	Amounts are included in other assets in the condensed consolidated statements of financial condition, except for $162 as of September 30, 2019 which is included within corporate investments in the condensed consolidated statements of financial condition.


(3)	Amounts are included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition.


(4)	Amounts are included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition, except for $3 as of December 31, 2018, which is included within corporate investments in the condensed consolidated statements of financial condition.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

The table below sets forth a summary of changes in the fair value of Level III financial instruments:



	Three months ended September 30,
	2019					2018
	Corporate Investments		Contingent Liability			Corporate Investments			Contingent Liability

Beginning balance	$	42,234	$	(6,737	)	$	31,084		$	(9,129	)
Contributions or additions	883		—			10,258			—
Distributions	—		—			(290		)	—
Net gain (loss) included in earnings	2,519		2,219			(453		)	2,538
Ending balance	$	45,636	$	(4,518	)	$	40,599		$	(6,591	)

Net change in unrealized gains (losses) attributable to financial instruments still held at end of period	$	2,519	$	2,219		$	(557	)	$	2,538



	Nine months ended September 30,
	2019						2018
	Corporate Investments			Contingent Liability			Corporate Investments			Contingent Liability

Beginning balance	$	45,426		$	(6,657	)	$	50,902		$	(18,778	)
Contributions or additions	937			—			16,668			—
Distributions	(7,181		)	—			(31,145		)	—
Net gain (loss) included in earnings	6,454			2,139			4,174			12,187
Ending balance	$	45,636		$	(4,518	)	$	40,599		$	(6,591	)

Net change in unrealized gains (losses) attributable to financial instruments still held at end of period	$	6,454		$	2,139		$	3,102		$	12,187

The table below sets forth a summary of the valuation techniques and quantitative information utilized in determining the fair value of the Company’s Level III financial instruments:

Fair Value as of

Significant Unobservable Input

Financial Instrument

September 30, 2019

December 31, 2018

Valuation Technique

Range

Weighted Average

Corporate investment – Limited partnership interests

45,636

45,426

Market approach
(value of underlying assets)

Not applicable

Contingent liability

(4,518

)

(6,657

)

Discounted cash flow

Assumed % of total potential contingent payments

0% – 100%

24%

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Fair Value of Financial Instruments Held By Consolidated Funds

The short-term nature of cash and cash-equivalents held at the consolidated funds causes their carrying value to approximate fair value. The fair value of cash-equivalents is a Level I valuation. Derivatives may relate to a mix of Level I, II or III investments, and therefore their fair-value hierarchy level may not correspond to the fair-value hierarchy level of the economically hedged investment. The table below summarizes the investments and other financial instruments of the consolidated funds by fair-value hierarchy level:



	As of September 30, 2019										As of December 31, 2018
	Level I		Level II			Level III		Total			Level I			Level II			Level III		Total
Assets
Investments:
Corporate debt – bank debt	$	—	$	6,758,814		$	156,110	$	6,914,924		$	—		$	5,216,923		$	136,055	$	5,352,978
Corporate debt – all other	—		896,826			42,732		939,558			634			963,423			185,378		1,149,435
Equities – common stock	3,022		—			196,224		199,246			24,483			—			3,063		27,546
Equities – preferred stock			—			2,129		2,129			—			—			1,426		1,426
Real estate	—		49,098			161,844		210,942			—			—			—		—
Total investments	3,022		7,704,738			559,039		8,266,799			25,117			6,180,346			325,922		6,531,385
Derivatives:
Foreign-currency forward contracts	116		2,331			—		2,447			—			2,275			—		2,275
Options and futures	—		—			—		—			189			—			—		189
Total derivatives ⁽¹⁾	116		2,331			—		2,447			189			2,275			—		2,464
Total assets	$	3,138	$	7,707,069		$	559,039	$	8,269,246		$	25,306		$	6,182,621		$	325,922	$	6,533,849

Liabilities
CLO debt obligations:
Senior secured notes	$	—	$	(5,354,638	)	$	—	$	(5,354,638	)	$	—		$	(3,976,602	)	$	—	$	(3,976,602	)
Subordinated notes	—		(198,506		)	—		(198,506		)	—			(151,392		)	—		(151,392		)
Total CLO debt obligations ⁽²⁾	—		(5,553,144		)	—		(5,553,144		)	—			(4,127,994		)	—		(4,127,994		)
Securities sold short:
Equity securities	—		—			—		—			(2,609		)	—			—		(2,609		)
Derivatives:
Foreign-currency forward contracts	—		(1,536		)	—		(1,536		)	—			(643		)	—		(643		)
Total derivatives ⁽³⁾	—		(1,536		)	—		(1,536		)	—			(643		)	—		(643		)
Total liabilities	$	—	$	(5,554,680	)	$	—	$	(5,554,680	)	$	(2,609	)	$	(4,128,637	)	$	—	$	(4,131,246	)


(1)	Amounts are included in other assets under “assets of consolidated funds” in the condensed consolidated statements of financial condition.


(2)	The fair value of CLO liabilities is classified based on the more observable fair value of CLO assets. Please see notes 2 and 10 for more information.


(3)	Amounts are included in accounts payable, accrued expenses and other liabilities under “liabilities of consolidated funds” in the condensed consolidated statements of financial condition

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

The following tables set forth a summary of changes in the fair value of Level III investments:



	Corporate Debt – Bank Debt			Corporate Debt – All Other			Equities – Common Stock			Equities – Preferred Stock			Real Estate			Total
Three Months Ended September 30, 2019
Beginning balance	$	101,494		$	23,209		$	42,972		$	1,934		$	57,080		$	226,689
Deconsolidation of funds	(5,441		)	(11,216		)	—			—			—			(16,657		)
Transfers into Level III	9,853			6,490			29			—			—			16,372
Transfers out of Level III	—			—			—			—			—			—
Purchases	67,093			25,102			154,446			80			107,046			353,767
Sales	(8,763		)	(71		)	(1,146		)	—			—			(9,980		)
Realized gains (losses), net	(443		)	26			587			—			—			170
Unrealized appreciation (depreciation), net	(7,683		)	(808		)	(664		)	115			(2,282		)	(11,322		)
Ending balance	$	156,110		$	42,732		$	196,224		$	2,129		$	161,844		$	559,039
Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period	$	(5,455	)	$	(389	)	$	(525	)	$	115		$	(2,282	)	$	(8,536	)
Three Months Ended September 30, 2018
Beginning balance	$	83,529		$	123,936		$	54,934		$	1,586		$	—		$	263,985
Transfers into Level III	7,698			—			—			—			—			7,698
Transfers out of Level III	(11,549		)	—			—			—			—			(11,549		)
Purchases	49,347			41,063			197			—			—			90,607
Sales	(22,253		)	(17,580		)	(76		)	—			—			(39,909		)
Realized gains (losses), net	144			65			59			—			—			268
Unrealized appreciation (depreciation), net	975			(921		)	(273		)	(171		)	—			(390		)
Ending balance	$	107,891		$	146,563		$	54,841		$	1,415		$	—		$	310,710
Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period	$	1,140		$	(508	)	$	(273	)	$	(171	)	$	—		$	188

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)



	Corporate Debt – Bank Debt			Corporate Debt – All Other			Equities – Common Stock			Equities – Preferred Stock		Real Estate			Total
Nine months Ended September 30, 2019
Beginning balance	$	136,055		$	185,378		$	3,063		$	1,426	$	—		$	325,922
Deconsolidation of funds	(54,895		)	(108,121		)	—			—		—			(163,016		)
Transfers into Level III	32,711			89			2,379			—		—			35,179
Transfers out of Level III	(16,658		)	(51,770		)	—			—		—			(68,428		)
Purchases	94,865			27,489			194,304			322		164,126			481,106
Sales	(25,937		)	(10,452		)	(2,072		)	—		—			(38,461		)
Realized gains (losses), net	(319		)	(100		)	616			—		—			197
Unrealized appreciation (depreciation), net	(9,712		)	219			(2,066		)	381		(2,282		)	(13,460		)
Ending balance	$	156,110		$	42,732		$	196,224		$	2,129	$	161,844		$	559,039
Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period	$	21,502		$	(25	)	$	(1,528	)	$	381	$	(2,282	)	$	18,048
Nine Months Ended September 30, 2018
Beginning balance	$	86,999		$	75,388		$	3,427		$	—	$	121,588		$	287,402
Deconsolidation of funds	—			—			—			—		(121,087		)	(121,087		)
Transfers into Level III	36,627			899			490			—		—			38,016
Transfers out of Level III	(25,041		)	(490		)	(658		)	—		—			(26,189		)
Purchases	58,534			119,328			52,253			1,248		—			231,363
Sales	(51,577		)	(47,628		)	(387		)	—		(501		)	(100,093		)
Realized gains (losses), net	612			314			59			—		—			985
Unrealized appreciation (depreciation), net	1,737			(1,248		)	(343		)	167		—			313
Ending balance	$	107,891		$	146,563		$	54,841		$	1,415	$	—		$	310,710
Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period	$	1,566		$	(1,054	)	$	(343	)	$	167	$	—		$	336

Total realized and unrealized gains and losses recorded for Level III investments are included in net realized gain on consolidated funds’ investments or net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations.

Transfers out of Level III are generally attributable to certain investments that experienced a more significant level of market trading activity or completed an initial public offering during the respective period and thus were valued using observable inputs. Transfers into Level III typically reflect either investments that experienced a less significant level of market trading activity during the period or portfolio companies that undertook restructurings or bankruptcy proceedings and thus were valued in the absence of observable inputs.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

The following table sets forth a summary of the valuation techniques and quantitative information utilized in determining the fair value of the consolidated funds’ Level III investments as of September 30, 2019:

Investment Type

Fair Value

Valuation Technique

Significant Unobservable
Inputs⁽¹⁾⁽²⁾

Range

Weighted Average ⁽³⁾

Credit-oriented investments:

Consumer discretionary:

26,190

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

4,340

Discounted cash flow ⁽⁴⁾

Discount rate

10% – 18%

13%

Financials:

39,099

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

4,415

Discounted cash flow ⁽⁴⁾

Discount rate

8% – 12%

11%

Health care:

35,560

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

666

Discounted cash flow ⁽⁴⁾

Discount rate

16% – 18%

17%

Real estate:

20,572

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

702

Discounted cash flow ⁽⁴⁾

Discount rate

17% – 19%

18%

Other:

53,041

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

14,257

Discounted cash flow ⁽⁴⁾

Discount rate

8% – 18%

13%

Equity investments:

26,632

Recent transaction price ⁽⁸⁾

Quoted prices

Not applicable

131,778

Discounted cash flow ⁽⁴⁾

Discount rate

8% – 15%

11%

39,578

Market approach
(comparable companies) ⁽⁶⁾

Earnings multiple ⁽⁷⁾

4x – 10x

365

Market approach
(comparable companies) ⁽⁶⁾

Revenue multiple ⁽⁹⁾

2x – 4x

Real estate investments:

146,208

Recent transaction price ⁽⁸⁾

Quoted prices

Not applicable

15,636

Discounted cash flow ⁽⁴⁾

Discount rate

5% – 7%

Total Level III
investments

559,039

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Investment Type

Fair Value

Valuation Technique

Significant Unobservable
Inputs⁽¹⁾⁽²⁾

Range

Weighted Average ⁽³⁾

Credit-oriented investments:

Communication services:

20,746

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

2,416

Discounted cash flow ⁽⁴⁾

Discount rate

12% – 14%

13%

Financials:

108,277

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

3,608

Discounted cash flow ⁽⁴⁾

Discount rate

9% – 15%

14%

Health care:

37,724

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

2,550

Discounted cash flow ⁽⁴⁾

Discount rate

10% – 16%

14%

Real estate:

79,562

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

4,570

Discounted cash flow ⁽⁴⁾

Discount rate

12% – 23%

14%

Other:

38,959

Recent market information ⁽⁵⁾

Quoted prices

Not applicable

17,943

Discounted cash flow ⁽⁴⁾

Discount rate

8% – 15%

13%

5,078

Recent transaction price ⁽⁸⁾

Not applicable

Equity investments:

2,099

Discounted cash flow ⁽⁴⁾

Discount rate

10% – 30%

12%

2,390

Market approach
(comparable companies) ⁽⁶⁾

Earnings multiple ⁽⁷⁾

4x – 10x

Total Level III
investments

325,922


(1)	The discount rate is the significant unobservable input used in the fair-value measurement of performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments and real estate loan portfolios. An increase (decrease) in the discount rate would result in a lower (higher) fair-value measurement.

(2)

Multiple of either earnings or underlying assets is the significant unobservable input used in the market approach for the fair-value measurement of distressed credit-oriented investments, credit-oriented investments in which the consolidated funds have a controlling interest in the underlying issuer, equity investments and certain real estate-oriented investments. An increase (decrease) in the multiple would result in a higher (lower) fair-value measurement.


(3)	The weighted average is based on the fair value of the investments included in the range.


(4)	A discounted cash-flow method is generally used to value performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments, real estate-oriented investments and real estate loan portfolios.


(5)	Certain investments are valued using vendor prices or broker quotes for the subject or similar securities. Generally, investments valued in this manner are classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions.


(6)	A market approach is generally used to value distressed investments and investments in which the consolidated funds have a controlling interest in the underlying issuer.

(7)

Earnings multiples are based on comparable public companies and transactions with comparable companies. The Company typically utilizes multiples of EBITDA; however, in certain cases the Company may use other earnings multiples believed to be most relevant to the investment. The Company typically applies the multiple to trailing twelve-months’ EBITDA. However, in certain cases other earnings measures, such as pro forma EBITDA, may be utilized if deemed to be more relevant.


(8)	Certain investments are valued based on recent transactions, generally defined as investments purchased or sold within six months of the valuation date. The fair value may also be based on a pending transaction expected to close after the valuation date.


(9)	Revenue multiples are based on comparable public companies and transactions with comparable companies. The Company typically applies the multiple to trailing twelve-months’ revenue. However, in certain cases other revenue measures, such as pro forma revenue, may be utilized if deemed to be more relevant.

A significant amount of judgment may be required when using unobservable inputs, including assessing the accuracy of source data and the results of pricing models. The Company assesses the accuracy and reliability of the sources it uses to develop unobservable inputs. These sources may include third-party vendors that the Company believes are reliable and commonly utilized by other marketplace participants. As described in note 2, other factors beyond the unobservable inputs described above may have a significant impact on investment valuations.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

During the three months ended September 30, 2019 and September 30, 2018, there were no changes in the valuation techniques for Level III securities.

7. DERIVATIVES AND HEDGING

The fair value of freestanding derivatives consisted of the following:



	Assets				Liabilities
	Notional		Fair Value		Notional			Fair Value
As of September 30, 2019
Foreign-currency forward contracts	$	184,856	$	3,856	$	(65,140	)	$	(2,071	)
Cross-currency swap	232,827		13,074		—			—
Total	$	417,683	$	16,930	$	(65,140	)	$	(2,071	)

As of December 31, 2018
Foreign-currency forward contracts	$	58,254	$	1,654	$	(77,156	)	$	(2,318	)
Cross-currency swap	242,450		2,384		—			—
Total	$	300,704	$	4,038	$	(77,156	)	$	(2,318	)

Realized and unrealized gains and losses arising from freestanding derivatives were recorded in the condensed consolidated statements of operations as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018

Investment income	$	16,206	$	419	$	11,429	$	(1,898	)
General and administrative expense ⁽¹⁾	5,274		929		5,287		(374		)
Total	$	21,480	$	1,348	$	16,716	$	(2,272	)


(1)	To the extent that the Company’s freestanding derivatives are utilized to hedge its foreign-currency exposure to investment income and management fees earned from consolidated funds, the related hedged items are eliminated in consolidation, with the derivative impact (a positive number reflects a reduction in expenses) reflected in consolidated general and administrative expense.

There were no derivatives outstanding that were designated as hedging instruments for accounting purposes as of September 30, 2019 and December 31, 2018.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Derivatives Held By Consolidated Funds

Certain consolidated funds utilize derivatives in their ongoing investment operations. These derivatives primarily consist of foreign-currency forward contracts and options utilized to manage currency risk, interest-rate swaps to hedge interest-rate risk, options and futures used to hedge certain exposures for specific securities, and total-return swaps utilized mainly to obtain exposure to leveraged loans or to participate in foreign markets not readily accessible. The primary risk exposure for options and futures is price, while the primary risk exposure for total-return swaps is credit. None of the derivative instruments are accounted for as a hedging instrument utilizing hedge accounting.

The following tables summarize net gains (losses) from derivatives held by the consolidated funds:



	Three Months Ended September 30,
	2019						2018
	Net Realized Gain (Loss) on Investments			Net Change in Unrealized Appreciation (Depreciation) on Investments			Net Realized Gain (Loss) on Investments		Net Change in Unrealized Appreciation (Depreciation) on Investments

Foreign-currency forward contracts	$	(4,300	)	$	(276	)	$	1,496	$	1,193
Options and futures	—			—			185		(152		)
Total	$	(4,300	)	$	(276	)	$	1,681	$	1,041



	Nine Months Ended September 30,
	2019					2018
	Net Realized Gain (Loss) on Investments			Net Change in Unrealized Appreciation (Depreciation) on Investments		Net Realized Gain (Loss) on Investments		Net Change in Unrealized Appreciation (Depreciation) on Investments

Foreign-currency forward contracts	$	(1,960	)	$	412	$	428	$	17
Total-return and interest-rate swaps	—			—		858		29
Options and futures	—			—		232		(265		)
Total	$	(1,960	)	$	412	$	1,518	$	(219	)

Balance Sheet Offsetting

The Company recognizes all derivatives as assets or liabilities at fair value in its condensed consolidated statements of financial condition. In connection with its derivative activities, the Company generally enters into agreements subject to enforceable master netting arrangements that allow the Company to offset derivative assets and liabilities in the same currency by specific derivative type or, in the event of default by the counterparty, to offset derivative assets and liabilities with the same counterparty. While these derivatives are eligible to be offset in accordance with applicable accounting guidance, the Company has elected to present derivative assets and liabilities based on gross fair value in its condensed consolidated statements of financial condition. The table below sets forth the setoff rights and related arrangements associated with derivatives held by the Company. The “gross amounts not offset in statements of financial condition” columns represent derivatives that management has elected not to offset in the consolidated statements of financial condition even though they are eligible to be offset in accordance with applicable accounting guidance.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)



	Gross and Net Amounts of Assets (Liabilities) Presented			Gross Amounts Not Offset in Statements of Financial Condition					Net Amount
As of September 30, 2019	Gross and Net Amounts of Assets (Liabilities) Presented			Derivative Assets (Liabilities)			Cash Collateral Received (Pledged)		Net Amount
Derivative Assets:
Foreign-currency forward contracts	$	3,856		$	2,071		$	—	$	1,785
Cross-currency swap	13,074			—			—		13,074
Subtotal	16,930			2,071			—		14,859
Derivative assets of consolidated funds:
Foreign-currency forward contracts	2,447			—			—		2,447
Total	$	19,377		$	2,071		$	—	$	17,306

Derivative Liabilities:
Foreign-currency forward contracts	(2,071		)	(2,071		)	—		—
Derivative liabilities of consolidated funds:
Foreign-currency forward contracts	(1,536		)	—			—		(1,536		)
Total	$	(3,607	)	$	(2,071	)	$	—	$	(1,536	)



	Gross and Net Amounts of Assets (Liabilities) Presented			Gross Amounts Not Offset in Statements of Financial Condition					Net Amount
As of December 31, 2018	Gross and Net Amounts of Assets (Liabilities) Presented			Derivative Assets (Liabilities)			Cash Collateral Received (Pledged)		Net Amount
Derivative Assets:
Foreign-currency forward contracts	$	1,654		$	1,497		$	—	$	157
Cross-currency swap	2,384			—			—		2,384
Subtotal	4,038			1,497			—		2,541
Derivative assets of consolidated funds:
Foreign-currency forward contracts	2,275			—			—		2,275
Options and futures	189			—			—		189
Subtotal	2,464			—			—		2,464
Total	$	6,502		$	1,497		$	—	$	5,005

Derivative Liabilities:
Foreign-currency forward contracts	$	(2,318	)	$	(1,497	)	$	—	$	(821	)
Derivative liabilities of consolidated funds:
Foreign-currency forward contracts	(643		)	—			—		(643		)
Total	$	(2,961	)	$	(1,497	)	$	—	$	(1,464	)

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

8. FIXED ASSETS

Fixed assets, which consist of furniture and equipment, capitalized software, office leasehold improvements, and company-owned aircraft, are included in other assets in the condensed consolidated statements of financial position.

The following table sets forth the Company’s fixed assets and accumulated depreciation:



	As of
	September 30, 2019			December 31, 2018

Furniture, equipment and capitalized software	$	28,781		$	26,345
Leasehold improvements	72,724			70,270
Corporate aircraft	66,120			66,120
Other	5,302			4,859
Fixed assets	172,927			167,594
Accumulated depreciation	(68,457		)	(61,879		)
Fixed assets, net	$	104,470		$	105,715

9. GOODWILL AND INTANGIBLES

Goodwill represents the excess of cost over the fair value of identifiable net assets of acquired businesses. Goodwill has an indefinite useful life and is not amortized, but instead is tested for impairment annually in the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate that impairment may have occurred. As of September 30, 2019, the Company had determined there was no goodwill impairment. The carrying value of goodwill was $69.3 million as of September 30, 2019 and December 31, 2018.

The following table summarizes the carrying value of intangible assets:



	As of
	September 30, 2019			December 31, 2018

Contractual rights	$	347,452		$	347,452
Accumulated amortization	(45,755		)	(33,173		)
Intangible assets, net	$	301,697		$	314,279

Amortization expense associated with the Company’s intangible assets was $4.2 million and $12.6 million for both the three and nine months ended September 30, 2019 and 2018, respectively. Future amortization of intangible assets held as of September 30, 2019 is set forth below:



Remainder of 2019	$	4,198
2020	16,780
2021	15,112
2022	12,777
2023	12,777
Thereafter	240,053
Total	$	301,697

Goodwill and intangible assets are included in other assets in the condensed consolidated statements of financial position.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

10. DEBT OBLIGATIONS AND CREDIT FACILITIES

The Company’s debt obligations are set forth below:



	As of
	September 30, 2019			December 31, 2018

$250,000, 3.78%, issued in December 2017, payable on December 18, 2032	$	250,000		$	250,000
$250,000, variable-rate term loan, issued in March 2014, payable on March 29, 2023 ⁽¹⁾	150,000			150,000
$50,000, 3.91%, issued in September 2014, payable on September 3, 2024	50,000			50,000
$100,000, 4.01%, issued in September 2014, payable on September 3, 2026	100,000			100,000
$100,000, 4.21%, issued in September 2014, payable on September 3, 2029	100,000			100,000
$100,000, 3.69%, issued in July 2016, payable on July 12, 2031	100,000			100,000
Total remaining principal	750,000			750,000
Less: Debt issuance costs	(3,657		)	(4,055		)
Debt obligations	$	746,343		$	745,945

(1)

The credit facility consists of a $150 million term loan and a $500 million revolving credit facility. Borrowings generally bear interest at a spread to either LIBOR or an alternative base rate. Based on the current credit ratings of Oaktree Capital Management, L.P., the interest rate on borrowings is LIBOR plus 1.00% per annum and the commitment fee on the unused portions of the revolving credit facility is 0.10% per annum. The credit agreement contains customary financial covenants and restrictions, including ones regarding a maximum leverage ratio and a minimum required level of assets under management (as defined in the credit agreement, as amended above). As of September 30, 2019, the Company had no outstanding borrowings under the revolving credit facility.

As of September 30, 2019, future scheduled principal payments of debt obligations were as follows:



Remainder of 2019	$	—
2020	—
2021	—
2022	—
2023	150,000
Thereafter	600,000
Total	$	750,000

The Company was in compliance with all financial maintenance covenants associated with its senior notes and bank credit facility as of September 30, 2019 and December 31, 2018.

The fair value of the Company’s debt obligations, which are carried at amortized cost, is a Level III valuation that is estimated based on a discounted cash-flow calculation using estimated rates that would be offered to Oaktree for debt of similar terms and maturities. The fair value of these debt obligations, gross of debt issuance costs, was $806.3 million and $720.3 million as of September 30, 2019 and December 31, 2018, respectively, utilizing an average borrowing rate of 2.8% and 4.4%, respectively. As of September 30, 2019, a 10% increase in the assumed average borrowing rate would lower the estimated fair value to $788.9 million, whereas a 10% decrease would increase the estimated fair value to $824.2 million.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Credit Facilities of the Consolidated Funds

Certain consolidated funds may maintain revolving credit facilities that are secured by the assets of the fund or may issue senior variable rate notes to fund investments on a longer term basis, generally up to ten years. The obligations of the consolidated funds are nonrecourse to the Company.

The consolidated funds had the following debt obligations outstanding:



	Outstanding Amount as of						Facility Capacity		Weighted Average Interest Rate	Weighted Average Remaining Maturity (years)	Commitment Fee Rate	L/C Fee
Credit Agreement	September 30, 2019			December 31, 2018			Facility Capacity		Weighted Average Interest Rate	Weighted Average Remaining Maturity (years)	Commitment Fee Rate	L/C Fee
Senior variable rate notes	$	976,470		$	870,098		$	976,470	3.39%	8.7	N/A	N/A
Less: Debt issuance costs	(4,616		)	(5,569		)
Total debt obligations, net	$	971,854		$	864,529

As of September 30, 2019 and December 31, 2018, the consolidated funds had debt obligations with an aggregate outstanding principal balance of $976.5 million. The fair value of the senior variable rate notes is a Level III valuation and aggregated $976.8 million and $871.3 million as of September 30, 2019 and December 31, 2018, respectively, using prices obtained from pricing vendors. Financial instruments that are valued using quoted prices for the security or similar securities are generally classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions.

Debt Obligations of CLOs

Debt obligations of CLOs represent amounts due to holders of debt securities issued by the CLOs, as well as term loans of CLOs that had not priced as of period end.

Outstanding debt obligations of CLOs were as follows:



	As of September 30, 2019				As of December 31, 2018
	Fair Value ⁽¹⁾		Weighted Average Interest Rate	Weighted Average Remaining Maturity (years)	Fair Value ⁽¹⁾		Weighted Average Interest Rate	Weighted Average Remaining Maturity (years)
Senior secured notes	$	5,354,638	2.95%	9.1	$	3,976,602	2.69%	9.9
Subordinated notes ⁽²⁾	198,506		N/A	8.6	151,392		N/A	9.7
Total CLO debt obligations	$	5,553,144			$	4,127,994


(1)	The fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (a) the fair value of any beneficial interests held by the Company and (b) the carrying value of any beneficial interests that represent compensation for services. Please see notes 2 and 6 for more information.


(2)	The subordinated notes do not have a contractual interest rate; instead, they receive distributions from the excess cash flows generated by the CLO.

The debt obligations of CLOs are nonrecourse to the Company and are backed by the investments held by the respective CLO. Assets of one CLO may not be used to satisfy the liabilities of another. As of September 30, 2019 and December 31, 2018, the fair value of CLO assets was $6.3 billion and $4.7 billion, respectively, and consisted of cash, corporate loans, corporate bonds and other securities.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

As of September 30, 2019, future scheduled principal or par value payments with respect to the debt obligations of CLOs were as follows:



Remainder of 2019	$	600,481
2020	169,372
2021	—
2022	—
2023	—
Thereafter	4,822,368
Total	$	5,592,221

11. LEASES

The Company has operating leases related to office space and certain equipment with remaining lease terms expiring within one year through 2031, some of which include options to extend the leases for up to five years and some of which include options to terminate the leases within one year. As of September 30, 2019, there were no finance leases outstanding and no additional operating leases that have not yet commenced.

The components of lease expense included in general and administrative expense were as follows:



	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019

Operating lease cost	$	4,739		$	14,226
Sublease income	(278		)	(535		)
Total lease cost	$	4,461		$	13,691

Supplemental cash flow information related to leases was as follows:



	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	14,628
Weighted average remaining lease term for operating leases (in years)	9.5
Weighted average discount rate for operating leases	4.4		%

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

As of September 30, 2019, maturities of operating lease liabilities were as follows:




Remainder of 2019	$	4,874
2020	18,717
2021	17,702
2022	17,135
2023	16,554
Thereafter	84,617
Total lease payments	159,599
Less: imputed interest	(28,317		)
Total operating lease liabilities	$	131,282

12. NON-CONTROLLING REDEEMABLE INTERESTS IN CONSOLIDATED FUNDS

The following table sets forth a summary of changes in the non-controlling redeemable interests in the consolidated funds. Dividends reinvested and in-kind contributions or distributions are non-cash in nature and have been presented on a gross basis in the table below.



	Nine Months Ended September 30,
	2019			2018

Beginning balance	$	961,622		$	860,548
Initial consolidation of a fund	54,964			—
Deconsolidation of a fund	(424,603		)	—
Contributions	519,684			107,962
Distributions	(107,071		)	(214,096		)
Net income	82,234			18,399
Change in distributions payable	4,652			(75,196		)
Foreign currency translation and other	(10,020		)	(1,310		)
Ending balance	$	1,081,462		$	696,307

13. UNITHOLDERS’ CAPITAL

Unitholders’ capital reflects the economic interests attributable to Class A unitholders, preferred unitholders, non-controlling interests in consolidated subsidiaries and non-controlling interests in consolidated funds. Non-controlling interests in consolidated subsidiaries represent the portion of unitholders’ capital attributable to the OCGH non-controlling interest and third parties. The OCGH non-controlling interest is determined at the Oaktree Operating Group level, after giving effect to distributions, if any, attributable to the preferred unitholders, based on the proportionate share of Oaktree Operating Group units held by the OCGH unitholders. Certain expenses, such as income taxes and related administrative expenses of Oaktree Capital Group, LLC and its Intermediate Holding Companies, are solely attributable to the Class A unitholders. As of September 30, 2019 and December 31, 2018, respectively, OCGH units represented 62,145,608 of the total 160,112,863 Oaktree Operating Group units and 85,471,937 of the total 157,133,560 Oaktree Operating Group units. Based on total allocable Oaktree Operating Group capital of $1,442,907 and $1,997,745 as of September 30, 2019 and December 31, 2018, respectively, the OCGH non-controlling interest was $560,067 and $1,086,693. As of September 30, 2019 and December 31, 2018, non-controlling interests attributable to third parties was $4,018 and $5,661, respectively.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

The following table sets forth a summary of net income attributable to the preferred unitholders, the OCGH non-controlling interest and the Class A common unitholders:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Weighted average Oaktree Operating Group units outstanding (in thousands):
OCGH non-controlling interest	83,666			85,775			84,796			86,675
Class A unitholders	75,995			71,369			74,005			70,167
Total weighted average units outstanding	159,661			157,144			158,801			156,842
Oaktree Operating Group net income (loss):
Net income attributable to preferred unitholders ⁽¹⁾	$	6,829		$	3,909		$	20,487		$	3,909
Net income (loss) attributable to OCGH non-controlling interest	(7,389		)	71,408			107,480			185,959
Net income (loss) attributable to OCG Class A unitholders	(6,708		)	59,417			91,226			149,956
Oaktree Operating Group net income (loss) ⁽²⁾	$	(7,268	)	$	134,734		$	219,193		$	339,824
Net income (loss) attributable to OCG Class A unitholders:
Oaktree Operating Group net income (loss) attributable to OCG Class A unitholders	$	(6,708	)	$	59,417		$	91,226		$	149,956
Non-Operating Group income (expense)	(3,967		)	(321		)	(8,287		)	(629		)
Income tax benefit (expense) of Intermediate Holding Companies	(5,973		)	(6,346		)	(9,889		)	(12,724		)
Net income (loss) attributable to OCG Class A unitholders	$	(16,648	)	$	52,750		$	73,050		$	136,603


(1)	Represents distributions declared, if any, on the preferred units.


(2)	Oaktree Operating Group net income does not include amounts attributable to other non-controlling interests, which amounted to $518 and $1,779 for the three and nine months ended September 30, 2019, respectively and $597 and $1,986 for the three and nine months ended September 30, 2018, respectively.

The change in the Company’s ownership interest in the Oaktree Operating Group is set forth below:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018

Net income (loss) attributable to OCG Class A unitholders	$	(16,648	)	$	52,750	$	73,050	$	136,603
Equity reallocation between controlling and non-controlling interests	267,715			4,514		304,280		78,269
Change from net income attributable to OCG Class A unitholders and transfers from non-controlling interests	$	251,067		$	57,264	$	377,330	$	214,872

Please see notes 14, 15 and 16 for additional information regarding transactions that impacted unitholders’ capital.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

14. EARNINGS PER UNIT

The computation of net income (loss) per Class A unit is set forth below:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018
Net income (loss) per Class A unit (basic and diluted):	(in thousands, except per unit amounts)
Net income (loss) per Class A unit (basic and diluted):
Net income (loss) attributable to OCG Class A unitholders	$	(16,648	)	$	52,750	$	73,050	$	136,603
Weighted average number of Class A units outstanding (basic and diluted)	75,995			71,369		74,005		70,167
Basic and diluted net income (loss) per Class A unit	$	(0.22	)	$	0.74	$	0.99	$	1.95

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

15. EQUITY-BASED COMPENSATION

Restated Exchange Agreement

At the closing of the Mergers, Oaktree entered into a Third Amended and Restated Exchange Agreement that will, among other things, allow limited partners of OCGH to exchange (“Exchanges”) certain vested limited partnership units of OCGH (“OCGH Units”) for cash, Brookfield Class A Shares, notes issued by a Brookfield subsidiary or equity interests in a subsidiary of OCGH that will entitle such limited partners to the proceeds from a note, or a combination of the foregoing. Either of such notes will have a three-year maturity and will accrue interest at the then-current 5-year treasury note rate plus 3%. Only Converted Class A Units, OCGH Units issued and outstanding at the time of the closing of the Mergers, OCGH Units issued after the closing of the Mergers pursuant to agreements in effect on March 13, 2019, OCGH Units issuable upon vesting of certain phantom equity awards (“Phantom Units”) and other OCGH Units consented-to by Brookfield will be, when vested, eligible to participate in an Exchange. The form of the consideration in an Exchange is generally in the discretion of Brookfield, subject to certain limitations.

In general, OCGH limited partners will be entitled to provide an election notice to participate in an Exchange with respect to eligible vested OCGH Units during the first 60 calendar days of each year beginning January 1, 2022 (an “Open Period”). However, holders of Converted Class A Units and Phantom Units will be eligible to provide an election notice with respect to their vested units beginning as early as 2020 and each year thereafter subject to certain limitations. Each Exchange will thereafter be consummated within the first 155 days of such calendar year, subject to extension in certain circumstances.

Valuation

Except as described below, each OCGH Unit will be valued (i) by applying a 13.5x multiple to the trailing three-year average (or two-year average for Exchanges in 2022) of fee-related earnings less stock-based compensation at grant value and excluding depreciation and amortization and a 6.75x multiple to the trailing three-year average of net incentives created, and (ii) adding 100% of the value of net cash (defined as cash less the face value of debt and preferred stock, other than certain preferred stock issued in connection with certain Exchanges), 100% of the value of corporate investments and 75% of fund-level net accrued incentives as of December 31 of the prior year, in each case subject to certain adjustments. Amounts received in respect of each OCGH Unit will be reduced by the amount of any non-tax related distributions received in the calendar year in which the Exchange occurs, but increased by an amount accruing daily from January 1 of such year to the date of the closing of the Exchange at a rate per annum equal to the 5-year treasury note rate as of December 31 of the prior year plus 3%. However, in 2020 and 2021, Converted Class A Units and Phantom Units will be valued at $49.00 per unit, less the amount of any capital distributions received upon vesting. Thereafter any such Converted Class A Units and Phantom Units will be valued using the same methodology applied to all other OCGH Units.

Annual Limits

Exchanges of OCGH Units, other than Converted Class A Units and Phantom Units, will be subject to certain annual caps and limitations as follows:

•

Messrs. Howard Marks, Bruce Karsh, Jay Wintrob, John Frank, Sheldon Stone, Richard Masson and Larry Keele can, for the Open Period beginning in 2022, exchange up to 20% of the OCGH Units held by them at the closing of the Mergers (or issued pursuant to agreements in place on March 19, 2019, or as agreed to by Brookfield). For each year thereafter, they will be able to exchange an additional 20% of such OCGH Units (subject to yearly caps and inclusive of any prior exchanges), such that they will be entitled to exchange 100% of their OCGH Units beginning during the Open Period in 2026 (subject to yearly caps and inclusive of any prior exchanges).

•

Current employees other than those included in the group named in the preceding bullet can, for the Open Period beginning in 2022, sell up to 12.5% of the OCGH Units held by them at the closing (or issued pursuant to agreements in place on March 13, 2019, or as agreed to by Brookfield). For each year thereafter, they will be able to exchange an additional 12.5% of such OCGH Units (subject to yearly caps and inclusive of any prior exchanges) so long as they are employed by Oaktree or its subsidiaries at the

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

time of the exchange. They will be entitled to exchange 100% of their OCGH Units beginning during the Open Period in 2029 (subject to yearly caps).


•	Brookfield is not obligated to permit Exchanges that, in the aggregate together with Exchanges requested by all other OCGH limited partners, exceed certain maximum amounts per year. These maximum amounts are: 20% of the exchangeable OCGH Units in calendar year 2022, 25% in 2023, 30% in 2024, and 35% in 2025 and each year thereafter.


•	In the event that OCGH limited partners wish to sell or exchange units in excess of the maximum amount for a given year, OCGH will reallocate the exchangeable units among the OCGH limited partners in its sole discretion so that the amount exchanged does not exceed the maximum amount for such year.

With respect to Exchanges of Converted Class A Units and Phantom Units, OCGH limited partners will not be entitled to exchange such units to the extent the aggregate exchange consideration payable in respect thereof, in any given Exchange, would exceed an amount equal to (i) the amount of exchange consideration that would have been payable in respect of Converted Class A Units and Phantom Units that were eligible for participation in the applicable Open Period in accordance with their original vesting schedule as of the date the notice for such Exchange was delivered plus (ii) $20 million; and in the event that OCGH limited partners deliver election notices that would result in such excess, OCGH will reallocate such units among the OCGH limited partners in its sole discretion.

In the event that OCGH limited partners would, following an Exchange, beneficially own less than 1% of the equity of the Oaktree Operating Group (as defined in the operating agreement of Oaktree, as amended from time to time), Brookfield can require that all remaining OCGH Units be exchanged on 36-months’ notice. In addition, following the 8th anniversary of the Closing Date, Brookfield can discontinue the Exchange rights on 36-months’ notice. In the event that OCGH limited partners would, following the final Exchange pursuant to a discontinuation notice, beneficially own less than 5% of the equity of the Oaktree Operating Group, Brookfield can require that all remaining OCGH Units be exchanged in such final Exchange. As a result of the foregoing, the earliest the exchange rights can be terminated is the 11th anniversary of the Closing Date. Following the delivery of a discontinuation notice, the caps and limits set forth above will cease to be in effect.

Revisions to the terms of the exchange agreement governing post-vesting restrictions and exchange consideration described above and to the terms of the operating agreement of the Company and the partnership agreement of OCGH resulted in a Type I modification of unvested Class A and OCGH units. There was no incremental compensation cost resulting from the modifications.

Class A and OCGH Unit Awards

During the nine months ended September 30, 2019, the Company granted 1,494,324 Class A units and 1,873,155 restricted OCGH units to its employees and directors, subject to annual vesting over a weighted average period of approximately 5.9 years. The grant date fair value of OCGH units awarded during the nine months ended September 30, 2019 was determined by applying a 17.5% discount to the Class A unit trading price on the New York Stock Exchange as of the grant date. With respect to forfeitures, the Company has made an accounting policy election to account for forfeitures when they occur. Accordingly, no forfeitures have been assumed in the calculation of compensation expense.

As of September 30, 2019, the Company expected to recognize compensation expense on its unvested OCGH unit awards of $217.1 million over a weighted average period of 4.4 years.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

A summary of the status of the Company’s unvested OCGH unit awards and changes for the period presented are set forth below (actual dollars per unit):



	Converted Class A Units ⁽¹⁾				OCGH Units
	Number of Units		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value

Balance as of December 31, 2018	2,700,585		$	42.76	1,864,049		$	39.83
Granted	1,494,324		49.56		1,873,155		41.34
Vested	(975,072	)	43.06		(434,674	)	35.11
Forfeited	(98,301	)	44.53		—		—
Balance as of September 30, 2019	3,121,536		$	45.87	3,302,530		$	41.31

(1)

At the Effective Time, each unvested Class A Unit held by current, or in certain cases former, employees, officers and directors of Oaktree and its subsidiaries was converted into one unvested OCGH Unit (each, a “Converted Class A Unit”) and will thereafter be subject to the terms and conditions of the OCGH limited partnership agreement. The Converted Class A Units will (i) be subject to the same vesting terms that were applicable to such units prior to the Effective Time, (ii) be entitled to receive ongoing distributions in respect of earnings, but not capital distributions and (iii) upon vesting, receive the accumulated value of capital distributions that accrued while such units were unvested. However, in 2020 and 2021, Converted Class A Units will be valued at $49.00 per unit, less the amount of any capital distributions received upon vesting. No unvested Class A Units or Converted Class A Units vested in connection with the Mergers.

Equity Value Units

OCGH equity value units (“EVUs”) represent special limited partnership units in OCGH that entitle the holder the right to receive special distributions that will be settled in OCGH units, based on value created during a specified period in excess of a fixed “Base Value.” The value created will be measured on a per unit basis, based on the appreciation of the Class A units and certain components of quarterly distributions with respect to OCGH units over the period beginning on January 1, 2015 and ending on each of December 31, 2019, December 31, 2020 and December 31, 2021, with one-third of the EVUs recapitalizing on each such date. As of September 30, 2019, the value created did not exceed the Base Value. EVUs also give the holder the right, subject to service vesting and Oaktree performance relative to the accreting Base Value, to receive certain quarterly distributions from OCGH. EVUs do not entitle the holder to any voting rights.

The value received under the EVUs will be reduced by (i) distributions received by the holder on 225,000 OCGH units granted to the holder on April 26, 2017, (ii) the value of the portion of profit sharing payments received by the holder attributable to the net incentive income received from certain funds, and (iii) the full value of the OCGH units granted to the holder on April 26, 2017. To the extent that the reduction relates to the value of any such OCGH units that are unvested at the time of the reduction, such OCGH units will vest at that time.

Certain EVUs provide the holder with liquidity rights in respect of the special distributions, if any, that will be settled in OCGH units. The Company accounts for EVUs with liquidity rights as liability-classified awards. As of September 30, 2019, there were 1,000,000 equity-classified EVUs and 1,000,000 liability-classified EVUs outstanding. As of September 30, 2019, the Company expected to recognize $0.3 million of compensation expense on its unvested EVUs over the next 0.25 years. Equity-classified EVUs that require future service are expensed on a straight-line basis over the requisite service period. Liability-classified EVUs are remeasured at the end of each quarter.

The fair value of EVUs was determined using a Monte Carlo simulation model. The fair value is affected by the Class A unit trading price and assumptions regarding certain complex and subjective variables, including the expected Class A unit trading price volatility, distributions and exercise timing, and the risk-free interest rate.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Deferred Equity Units

A deferred equity unit represents a special unit award that, when vested, will be settled with an unvested OCGH unit on a one-for-one basis. The number of deferred equity units that will vest is based on the achievement of certain performance targets measured through 2024. Once a performance target has been met, the applicable number of OCGH units will be issued and begin to vest over periods of up to 10.0 years. The holder of a deferred equity unit is not entitled to any distributions until settled by the issuance of an OCGH unit. As of September 30, 2019, there were 807,307 deferred equity units outstanding. As of September 30, 2019, the Company expected to recognize compensation expense of $1.4 million on 39,808 deferred equity units over a weighted average period of 5.5 years.

The fair value of the deferred equity units issued in the nine months ended September 30, 2019 was determined at the grant date based on the then-prevailing Class A unit trading price and reflected a 17.5% lack-of-marketability discount for the OCGH units that will be issued upon vesting.

16. INCOME TAXES AND RELATED PAYMENTS

Oaktree is a publicly traded partnership and Oaktree Holdings, Inc. and Oaktree AIF Holdings, Inc., two of its Intermediate Holding Companies, are wholly-owned corporate subsidiaries. Income earned by these corporate subsidiaries is subject to U.S. federal and state income taxation and taxed at prevailing rates. Income earned by non-corporate subsidiaries is not subject to U.S. federal corporate income tax and is allocated to the Oaktree Operating Group’s unitholders. The Company’s effective tax rate is dependent on many factors, including the estimated nature of many amounts and the mix of revenues and expenses between the subsidiaries that are or are not subject to income tax; consequently, from period to period the effective tax rate is subject to significant variation. The Company’s effective tax rate used for interim periods is based on the estimated full-year income tax rate. Certain future items that cannot be reliably estimated, such as incentive income, are excluded from the estimated annual effective tax rate. The tax expense or benefit stemming from these items is recognized in the same period as the underlying income or expense.

Tax authorities currently are examining certain income tax returns of Oaktree, with certain of these examinations at an advanced stage. Over the next four quarters ending September 30, 2020, the Company believes that it is reasonably possible that one outcome of these examinations and expiring statutes of limitation on other items may be the release of up to approximately $3.0 million of previously accrued Operating Group income taxes. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to its tax examinations and that any settlements related thereto will not have a material adverse effect on the Company’s consolidated financial statements; however, there can be no assurances as to the ultimate outcomes.

Tax Receivable Agreement

Prior to the consummation of the Mergers, subject to certain restrictions and the approval of the Company’s board of directors, each holder of OCGH units had the right to exchange his or her vested units for, at the option of the Company’s board of directors, Class A units, an equivalent amount of cash based on then-prevailing market prices and/or other consideration of equal value. Certain of the Oaktree Operating Group entities made an election under Section 754 of the U.S. Internal Revenue Code, as amended, which have resulted in an adjustment to the tax basis of the assets owned by the Oaktree Operating Group at the time of any such exchange. These exchanges have resulted in increases in tax deductions and tax basis that would reduce the amount of tax that Oaktree Holdings, Inc. and Oaktree AIF Holdings, Inc. would otherwise be required to pay in the future.

Oaktree Holdings, Inc. and Oaktree AIF Holdings, Inc. previously entered into a tax receivable agreement (the “Original TRA”) with OCGH unitholders that, as amended, provided for the payment to an exchanging or selling OCGH unitholder of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that they actually realized (or were deemed to realize in the case of an early termination payment by Oaktree Holdings, Inc. or Oaktree AIF Holdings, Inc., or a change of control) as a result of an increase in the tax basis of the assets owned by the Oaktree Operating Group. When an exchange of OCGH units resulted in an increase to the tax basis of the assets owned by the Oaktree Operating Group, a deferred tax asset and an associated liability for payments to OCGH unitholders under the tax receivable agreement are recorded, subject to realizability

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

considerations. The establishment of a deferred tax asset increases additional paid-in capital because the transactions are between Oaktree and its unitholders.

Upon the closing of the Mergers, Oaktree entered into a Third Amended and Restated Tax Receivable Agreement (the “TRA Amendment”), which amended and restated the Original TRA.

Pursuant to the TRA Amendment, the Original TRA no longer applies and no Tax Benefit Payments (as defined in the TRA Amendment) will be made with respect to any exchanges of OCGH Units that occur on or after March 13, 2019. With respect to any exchanges of OCGH Units that occurred prior to March 13, 2019, the TRA Amendment provides that Tax Benefit Payments will continue to be made with respect to such exchanges in accordance with the Original TRA (as amended in certain respects, including that such payments will be calculated without taking into account any tax attributes of Brookfield).

Upon the closing of the Mergers, the tax basis of the assets owned by the Oaktree Operating Group increased and as a result the Company recorded an increase of $212.0 million to its total deferred tax assets. In accordance with the above, there was no associated tax receivable agreement liability recorded with this exchange and the entire amount resulted in a corresponding increase to additional paid-in capital.

On each of the first, second and third anniversaries of the closing date, Brookfield will pay $66 million in the aggregate to the OCGH limited partners in consideration for certain tax benefits delivered upon the exchange of OCGH Units on the closing date and for future exchanges of OCGH Units following the closing date, which will be allocated among OCGH’s limited partners as set forth in the Exchange Agreement.

Assuming no further material changes in the relevant tax law and that the Company earns sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected estimated future payments to OCGH unitholders under the Original TRA, as of September 30, 2019, are set forth below:



Transaction	Total Future Payments		Payments Through Fiscal Year

2007 private offering	$	11,987	2029
Initial public offering	30,525		2034
May 2013 offering	43,235		2035
March 2014 offering	32,919		2036
March 2015 offering	28,093		2037
February 2018 offering	31,281		2040
Total	$	178,040

For the nine months ended September 30, 2019, $10.0 million was paid under the Original TRA.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

17. COMMITMENTS AND CONTINGENCIES

In the normal course of business, Oaktree enters into contracts that contain certain representations, warranties and indemnifications. The Company’s exposure under these arrangements would involve future claims that have not yet been asserted. Inasmuch as no such claims currently exist or are expected to arise, the Company has not accrued any liability in connection with these indemnifications.

Legal Actions

Oaktree, its affiliates, investment professionals, and portfolio companies are routinely involved in litigation and other legal actions in the ordinary course of their business and investing activities. In addition, Oaktree is subject to the authority of a number of U.S. and non-U.S. regulators, including the SEC and the Financial Industry Regulatory Authority, and those authorities periodically conduct examinations of Oaktree and make other inquiries that may result in the commencement of regulatory proceedings against Oaktree and its personnel. Oaktree is currently not subject to any pending actions or regulatory proceedings that either individually or in the aggregate are expected to have a material impact on its consolidated financial statements.

Incentive Income

In addition to the incentive income recognized by the Company, certain of its funds have amounts recorded as potentially allocable to the Company as its share of potential future incentive income, based on each fund’s net asset value. Inasmuch as this incentive income is contingent upon future investment activity and other factors, it is not recognized by the Company as revenue until it is probable that a significant reversal will not occur. As of September 30, 2019 and December 31, 2018, respectively, the aggregate of such amounts recorded at the fund level in excess of incentive income recognized by the Company was $1,344,218 and $1,434,458, for which related direct incentive income compensation expense was estimated to be $704,178 and $754,903.

Contingent Liabilities

The Company has a contingent consideration obligation of up to $36.1 million, payable in cash and Class A units. The amount of contingent consideration is based on the achievement of certain performance targets. As of both September 30, 2019 and December 31, 2018, respectively, the fair value of the contingent liability was $4.5 million and $6.7 million. Changes in this liability resulted in income of $2.2 million and $2.1 million for the three and nine months ended September 30, 2019, respectively and income of $2.5 million and $12.2 million for the three and nine months ended September 30, 2018, respectively. The fair value of the contingent consideration liability is a Level III valuation, which uses a discounted cash-flow analysis based on a probability-weighted average estimate of certain performance targets, including fundraising and revenue levels. The assumptions used in the analysis are inherently subjective, and thus the ultimate amount of the contingent consideration liability may differ materially from the most recent estimate. The contingent consideration liability is included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition. Changes in the liability are recorded in general and administrative expense in the condensed consolidated statements of operations.

In connection with the BDC acquisition in October 2017, Fifth Street Management LLC pledged assets with an estimated fair value of $56.2 million to indemnify the Company or the BDCs against any claims or assessments arising from the period during which it managed the BDCs. As of September 30, 2019, the remaining amount of the pledged assets was $32.0 million.

Commitments to Funds

As of September 30, 2019 and December 31, 2018, the Company, generally in its capacity as general partner, had undrawn capital commitments of $365.1 million and $385.8 million, respectively, including commitments to both unconsolidated and consolidated funds.

Investment Commitments of the Consolidated Funds

Certain of the consolidated funds are parties to credit arrangements that provide for the issuance of letters of credit and/or revolving loans, which may require the particular fund to extend loans to investee companies. The consolidated funds use the same investment criteria in making these commitments as they do for investments that

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

are included in the condensed consolidated statements of financial condition. The unfunded liability associated with these credit arrangements is equal to the amount by which the contractual loan commitment exceeds the sum of funded debt and cash held in escrow, if any. As of September 30, 2019 and December 31, 2018, the consolidated funds had potential aggregate commitments of $21.4 million and $13.8 million, respectively. These commitments are expected to be funded by the funds’ cash balances, proceeds from asset sales or drawdowns against existing capital commitments.

A consolidated fund may agree to guarantee the repayment obligations of certain investee companies. As of September 30, 2019 and December 31, 2018, there were no guaranteed amounts under such arrangements.

Certain consolidated funds are investment companies that are required to disclose financial support provided or contractually required to be provided to any of their portfolio companies. During the nine months ended September 30, 2019, the consolidated funds did not provide any financial support to portfolio companies.

18. RELATED-PARTY TRANSACTIONS

The Company considers its senior executives, employees and unconsolidated Oaktree funds to be affiliates (as defined in the FASB ASC Master Glossary). Amounts due from and to affiliates are set forth below. The fair value of amounts due from and to affiliates is a Level III valuation and was valued based on a discounted cash-flow analysis. The carrying value of amounts due from affiliates approximated fair value due to their short-term nature or because their average interest rate approximated the Company’s cost of debt. The fair value of amounts due to affiliates approximated $94,043 and $95,953 as of September 30, 2019 and December 31, 2018, respectively, based on a discount rate of 10.0%.



	As of
	September 30, 2019		December 31, 2018
Due from affiliates:
Loans	$	6,416	$	3,857
Amounts due from unconsolidated funds	66,490		72,588
Management fees and incentive income due from unconsolidated funds	76,106		362,971
Payments made on behalf of unconsolidated entities	3,220		3,469
Non-interest bearing advances made to certain non-controlling interest holders and employees	—		27
Total due from affiliates	$	152,232	$	442,912
Due to affiliates:
Due to OCGH unitholders in connection with the tax receivable agreement (please see note 16)	$	178,040	$	187,872
Amounts due to senior executives, certain non-controlling interest holders and employees	1,438		495
Total due to affiliates	$	179,478	$	188,367

Loans

Loans primarily consist of interest-bearing loans made to certain non-controlling interest holders, primarily certain employees, to meet tax obligations related to vesting of equity awards. The loans, which are generally recourse to the borrower or secured by vested equity and other collateral, typically bear interest at the Company’s cost of debt and generated interest income of $18 and $66 for the three and nine months ended September 30, 2019, respectively, and $22 and $193 for the three and nine months ended September 30, 2018, respectively.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

Due From Oaktree Funds and Portfolio Companies

In the normal course of business, the Company advances certain expenses on behalf of Oaktree funds. Amounts advanced on behalf of consolidated funds are eliminated in consolidation. Certain expenses paid by the Company, which typically are employee travel and other costs associated with particular portfolio company holdings, are reimbursed to the Company by the portfolio companies.

Revenues Earned From Oaktree Funds

Management fees and incentive income earned from unconsolidated Oaktree funds totaled $184.7 million and $719.3 million for the three and nine months ended September 30, 2019, respectively, and $218.0 million and $719.6 million for the three and nine months ended September 30, 2018, respectively.

Other Investment Transactions

The Company’s senior executives, directors and senior professionals are permitted to invest their own capital (or the capital of family trusts or other estate planning vehicles they control) in Oaktree funds, for which they pay the particular fund’s full management fee but not its incentive allocation. To facilitate the funding of capital calls by funds in which employees are invested, the Company periodically advances on a short-term basis the capital calls on certain employees’ behalf. These advances are reimbursed generally toward the end of the calendar quarter in which the capital calls occurred. Amounts advanced by the Company are included within “non-interest bearing advances made to certain non-controlling interest holders and employees” in the table above.

Aircraft Services

The Company owns an aircraft for business purposes. Howard Marks, the Company’s co-chairman, may use this aircraft for personal travel and will reimburse the Company to the extent his use of the aircraft for personal travel exceeds a certain threshold pursuant to a Company policy. The Company also provides certain senior executives a personal travel allowance for private aircraft usage up to a certain threshold pursuant to the same Company policy. Additionally, the Company occasionally makes use of an aircraft owned by one of its senior executives for business purposes at a price to the Company that is based on market rates.

Special Allocations

Certain senior executives receive special allocations based on a percentage of profits of the Oaktree Operating Group. These special allocations, which are recorded as compensation expense, are made on a current basis for so long as they remain senior executives of the Company, with limited exceptions.

Leases

The Company leases certain office space from affiliates of Brookfield. Rent expense associated with these leases was $1.1 million and $3.4 million for the three and nine months ended September 30, 2019, respectively, and $1.2 million and $3.6 million for the three and nine months ended September 30, 2018, respectively. Future lease obligations associated with these leases are $63.2 million for the remaining lease commitments through 2030.

19. SEGMENT REPORTING

As a global investment manager, the Company provides investment management services through funds and separate accounts. The Company earns revenues from the management fees and incentive income generated by the funds that it manages. Management uses a consolidated approach to assess performance and allocate resources. As such, the Company’s business is comprised of one segment, the investment management business. The Company conducts its investment management business primarily in the United States, where substantially all of its revenues are generated.

Oaktree Capital Group, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

September 30, 2019

($ in thousands, except where noted)

20. SUBSEQUENT EVENTS

Class A Unit Distribution

A distribution of $0.03 per Class A unit will be paid on November 12, 2019 to holders of record at the close of business on October 31, 2019.

Preferred Unit Distributions

A distribution of $0.414063 per Series A preferred unit will be paid on December 16, 2019 to Series A preferred unitholders of record at the close of business on December 1, 2019.

A distribution of $0.409375 per Series B preferred unit will be paid on December 16, 2019 to Series B preferred unitholders of record at the close of business on December 1, 2019.

Restructuring Transaction

On September 30, 2019, Oaktree and certain other entities entered into a Restructuring Agreement (the "Restructuring") pursuant to which Oaktree’s direct and indirect ownership of general partner and limited partner interests in certain Oaktree Operating Group entities were transferred to newly-formed, indirect subsidiaries of Brookfield as of October 1, 2019. As a result, as of October 1, 2019, the Oaktree Operating Group entities included in the Company’s financial statements after the Restructuring are Oaktree Capital I, which includes the majority of Oaktree’s investments in its funds, and OCM Cayman, which represents Oaktree’s non-U.S. fee business. The four other Oaktree Operating Group entities that are no longer controlled directly by OCG and deconsolidated as a result of the Restructuring are: (i) Oaktree Capital Management, L.P., which serves as the investment manager for the majority of Oaktree’s funds; (ii) Oaktree Capital II, L.P., which includes Oaktree’s investments in funds and businesses; (iii) Oaktree Investment Holdings, L.P., which holds certain corporate investments in other entities; and (iv) Oaktree AIF Investments, L.P., which primarily holds interests in certain Oaktree fund investments for regulatory or structuring purposes.

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

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of Oaktree Capital Group, LLC and the related notes included within this quarterly report. This discussion contains forward-looking statements that are subject to risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. The factors listed under “Risk Factors” and “Forward-Looking Statements” in this quarterly report and under “Risk Factors” in our annual report provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations described in any forward-looking statements.

Business Overview

Oaktree is a leader among global investment managers specializing in alternative investments, with $121.9 billion in AUM as of September 30, 2019. Our mission is to deliver superior investment results with risk under control and to conduct our business with the highest integrity. We emphasize an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. Over more than three decades, we have developed a large and growing client base through our ability to identify and capitalize on opportunities for attractive investment returns in less efficient markets.

We manage assets on behalf of many of the most significant institutional investors in the world. Our clientele (excluding DoubleLine’s clientele) includes 71 of the 100 largest U.S. pension plans, 39 state retirement plans in the United States, over 400 corporations and/or their pension funds, over 330 university, charitable and other endowments and foundations, over 15 sovereign wealth funds, and over 400 other non-U.S. institutional investors. As measured by AUM (excluding our pro-rata portion of DoubleLine’s AUM), approximately 73% of our clients are invested in two or more different investment strategies, and 35% are invested in four or more. Headquartered in Los Angeles, we serve these clients with over 950 employees and offices in 18 cities worldwide.

Our business is comprised of one segment, our investment management business, which consists of the investment management services that we provide to our clients. Our revenue flows from the management fees and incentive income generated by the funds that we manage, as well as the investment income earned from the investments we make in our funds, third-party funds and other companies. The management fees that we receive are based on the contractual terms of the relevant fund and are typically calculated as a fixed percentage of the capital commitments (as adjusted for distributions during a fund’s liquidation period), drawn capital, cost basis or net asset value (“NAV”) of the particular fund. Incentive income represents our share (up to 20%) of the investors’ profits in most of the closed-end and evergreen funds. Investment income generally reflects the investment return on a mark-to-market basis and our equity participation on the amounts that we invest in Oaktree and third-party funds, as well as in CLOs and other companies.

Business Environment and Developments

As a global investment manager, we are affected by a wide range of factors, including the condition of the global economy and financial markets; the relative attractiveness of our investment strategies and investors’ demand for them; and regulatory or other governmental policies or actions. Global economic conditions can significantly impact the values of our funds’ investments and our ability to make new investments or sell existing investments for our funds. Historically, however, the diversified nature of both our investment strategies and our revenue mix has generally allowed us to benefit from both strong and weak economic environments. Weak economies and the declining financial markets that typically accompany them tend to dampen our revenues from asset-based management fees, investment realizations or price appreciation, but their prospect can present us with opportunities to raise relatively larger amounts of capital for certain strategies, especially Distressed Debt. Additionally, weak financial markets may also present us with more opportunities to make investments for our funds at reduced prices. Conversely, strong financial markets generally increase the value of our funds’ investments, which positions us for growth in management fees that are based on asset value, and typically create favorable exit opportunities that enhance the prospect for incentive income and fund-related realized investment income proceeds. Those same markets may delay or diminish opportunities to deploy capital and thus management fees from certain of our funds.

Financial markets generated mixed returns in the third quarter of 2019. The S&P 500 Index and the Russell 2000 Index finished the quarter with a total return of 1.7% and -2.4%, respectively. Non-U.S. equities, as measured by the MSCI ACWI ex-USA Index, returned -1.7%, emerging market equities, as measured by the MSCI Emerging Markets Index, returned -4.1%, and European equity markets, as measured by the MSCI Europe Index, returned -1.8%. Credit markets performed relatively well for the quarter. Treasury bond prices declined for the quarter, with

the 10-year U.S. Treasury yield declining 32 basis points, to 1.68%, from 2.00% at the end of the second quarter 2019. U.S. high yield bonds, as measured by the FTSE US High Yield Cash-Pay Capped Index, returned 0.9% for the quarter, European high yield bonds, as measured by the ICE BofAML Global Non-Financial High Yield European Issuers excluding Russia 3% Constrained Index, returned 1.2% and emerging market corporate bonds, as measured by the JP Morgan Corporate Emerging Markets Bond Index (CEMBI), returned 0.3%.

Against this backdrop, Oaktree’s incentive-creating closed-end funds delivered an overall blended gross return of 1.0% and 4.1% for the quarter and 12 months ended September 30, 2019, respectively. These returns exclude Highstar Capital IV, the infrastructure fund we inherited when adding the Highstar team back in 2014. Including Highstar Capital IV, the overall blended gross return was 0.9% and 3.5% for the quarter and last 12 months, respectively. As of September 30, 2019, AUM was $121.9 billion and management fee-generating AUM was $102.1 billion. Gross capital raised was $5.8 billion and $15.8 billion for the quarter and 12 months ended September 30, 2019, respectively. As of September 30, 2019, uncalled capital commitments were $19.3 billion. Of these commitments, $13.6 billion were not yet generating management fees (“shadow AUM”).

Brookfield Merger

On March 13, 2019, Oaktree, Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario (“Brookfield”), Berlin Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”) and a wholly-owned subsidiary of Brookfield, Oslo Holdings LLC, a Delaware limited liability company (“SellerCo”) and a wholly-owned subsidiary of Oaktree Capital Group Holdings, L.P. (“OCGH”), and Oslo Holdings Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Oaktree (“Seller MergerCo”) entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the terms and conditions set forth in the Merger Agreement, effective on September 30, 2019, (i) Merger Sub merged with and into Oaktree (the “Merger”), with Oaktree continuing as the surviving entity, and (ii) immediately following the Merger, SellerCo merged with and into Seller MergerCo (the “Subsequent Merger” and together with the Merger, the “Mergers”), with Seller MergerCo continuing as the surviving entity.

Upon the completion of the Mergers on September 30, 2019, Brookfield acquired 61.2% of Oaktree’s business in a stock and cash transaction. The remaining 38.8% of the business will continue to be owned by OCGH, whose unitholders consist primarily of OCG’s founders and certain other members of management and current and former employees. As part of the Merger, Brookfield acquired all outstanding OCG Class A units for, at the election of OCG Class A unitholders, either $49.00 in cash or 1.0770 Class A shares of Brookfield per OCG Class A unit (subject to pro-ration to ensure that no more than fifty percent (50%) of the aggregate merger consideration is paid in the form of cash or stock), in each case, without interest and subject to any applicable withholding taxes. In addition, as part of the Subsequent Merger the founders, senior management, and current and former employee-unitholders of OCGH sold 20% of their OCGH units to Brookfield for the same consideration as the OCG Class A unitholders received in the merger.

Restructuring Transaction

On the closing date of the Mergers, Oaktree and certain other entities entered into a Restructuring Agreement (the “Restructuring”) pursuant to which Oaktree’s direct and indirect ownership of general partner and limited partner interests in certain Oaktree Operating Group entities were transferred to newly-formed, indirect subsidiaries of Brookfield as of October 1, 2019. As a result, as of October 1, 2019, while Oaktree’s consolidated financial statements will continue to reflect its indirect economic interest in Oaktree Capital I, L.P. (“Oaktree Capital I”) and Oaktree Capital Management (Cayman), L.P. (“OCM Cayman”), such financial statements will no longer include economic interests in Oaktree Capital II, L.P., Oaktree Investment Holdings, L.P., Oaktree Capital Management, L.P. (“OCM LP”), and Oaktree AIF Investments, L.P.

Understanding Our Results—Consolidation of Oaktree Funds

Generally accepted accounting principles in the United States (“GAAP”) requires us to consolidate entities in which we have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. A limited partnership or similar entity is a variable interest entity (“VIE”) if the unaffiliated limited partners do not have substantive kick-out or participating rights. Most of the Oaktree funds are VIEs because they have not granted unaffiliated limited partners substantive kick-out or participating rights. Oaktree consolidates those VIEs in which we are the primary beneficiary. For entities that are not VIEs, consolidation is evaluated through a majority voting interest model. Please see note 2 to our condensed consolidated financial statements included elsewhere in this quarterly report for more information.

We do not consolidate most of the Oaktree funds that are VIEs because we are not the primary beneficiary due to the fact that our fee arrangements are considered at-market and thus not deemed to be variable interests, and we do not hold any other interests in those funds that are considered to be more than insignificant. However, investment vehicles in which we have a significant investment, such as CLOs and certain Oaktree funds, are consolidated under GAAP (“consolidated funds”). When a CLO or fund is consolidated, we reflect the assets, liabilities, revenues, expenses and cash flows of the consolidated funds 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 in consolidated funds in the consolidated financial statements. 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 us.

Certain entities in which we have the ability to exert significant influence, including unconsolidated Oaktree funds for which we act as general partner, are accounted for under the equity method of accounting.

Management makes operating decisions and assesses business performance based on financial and operating metrics and data that are presented without the consolidation of any funds. For a more detailed discussion of the factors that affect the results of operations of our business, please see “—Non-GAAP Results” below.

Revenues

Our business generates three types of revenue: management fees, incentive income and investment income. Management fees are billed monthly or quarterly based on annual rates and are typically earned for each of the funds that we manage. The contractual terms of management fees generally vary by fund structure. Management fees also may include performance-based fees earned from certain open-end and evergreen fund accounts. For non-GAAP reporting, management fees include the portion of the earnings from management fees attributable to our minority equity interest in DoubleLine. We also have the opportunity to earn incentive income from most of our closed-end and evergreen funds. Our closed-end funds generally provide that we receive incentive income after we have returned to our investors all of their contributed capital plus an annual preferred return, typically 8%. Once this occurs, we generally receive as incentive income 80% of all distributions otherwise attributable to our investors, and those investors receive the remaining 20% until we have received, as incentive income, 20% of all such distributions in excess of the contributed capital from the inception of the fund. Thereafter, all such future distributions attributable to our investors are distributed 80% to those investors and 20% to us as incentive income. 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. Our third revenue source, investment income, represents our pro-rata share of income or loss from our investments, generally in our capacity as general partner in our funds and as an investor in our CLOs and third-party managed funds and companies.

Our consolidated revenues reflect the elimination of all management fees, incentive income and investment income earned by us as investment manager of our consolidated funds. Investment income is presented within the other income (loss) section of our condensed consolidated statements of operations. Please see “Business—Structure and Operation of Our Business—Structure of Funds” in our annual report for a detailed discussion of the structure of our funds.

Expenses

Compensation and Benefits

Compensation and benefits expense reflects all compensation-related items not directly related to incentive income, investment income or the vesting of Class A units, OCGH units, OCGH equity value units (“EVUs”), deferred

equity units and other performance-based units, and includes salaries, bonuses, compensation based on management fees or a definition of profits, employee benefits, payroll taxes and phantom equity awards. Phantom equity awards represent liability-classified awards subject to vesting and remeasurement at the end of each reporting period. Phantom equity award expense reflects the vesting of those liability-classified awards, the equity distribution declared in the period and changes in the Class A unit price. For GAAP, compensation and benefits expense reflects the gross-up of reimbursable costs incurred on behalf of Oaktree funds in which the Company has determined it is the principal.

Equity-based Compensation

Equity-based compensation expense reflects the non-cash charge associated with grants of Class A units, OCGH units, EVUs, deferred equity units and other performance-based units. As of September 30, 2019, there was $218.9 million of unrecognized compensation expense, which is expected to be recognized as expense over a weighted average vesting period of 4.1 years as shown in the table below. These amounts are subject to change as a result of future unit grants, forfeitures, possible modifications to award terms, changes in the fair value of liability-classified EVUs, and changes in the estimated number of deferred equity units and other performance-based units that are expected to vest.

The following table summarizes the estimated amount of equity-based compensation expense to be recognized:



Equity-based Compensation Expense	Remainder of 2019		2020		2021		2022		2023		Thereafter		Total
	(in millions)
Estimated expense from equity grants awarded through September 2019	$	21.8	$	64.6	$	47.8	$	30.4	$	18.5	$	35.8	$	218.9

Incentive Income Compensation

Incentive income compensation expense primarily reflects compensation directly related to incentive income, which generally consists of percentage interests (sometimes referred to as “points”) that we grant to our investment professionals associated with the particular fund that generated the incentive income, and secondarily, compensation directly related to investment income. There is no fixed percentage for the incentive income-related portion of this compensation, either by fund or strategy. In general, within a particular strategy more recent funds have a higher percentage of aggregate incentive income compensation expense than do older funds. The percentage that consolidated incentive income compensation expense represents of the particular period’s consolidated incentive income may not be meaningful because incentive income from consolidated funds is eliminated in consolidation, whereas no incentive income compensation expense is eliminated in consolidation. For the most comparable percentage relationship, please see “—Non-GAAP Results” below.

General and Administrative

General and administrative expense includes costs related to occupancy, outside auditors, tax professionals, legal advisers, research, consultants, travel and entertainment, communications and information services, business process outsourcing, foreign-exchange activity, insurance, placement costs, changes in the contingent consideration liability, and other general items related directly to the Company’s operations. These expenses are net of amounts borne by fund investors and are not offset by credits attributable to fund investors’ non-controlling interests in consolidated funds. For GAAP, general and administrative expense reflects the gross-up of reimbursable costs incurred on behalf of Oaktree funds in which the Company has determined it is the principal.

Depreciation and Amortization

Depreciation and amortization expense includes costs associated with the purchase of furniture and equipment, capitalized software, office leasehold improvements, corporate aircraft and acquired intangibles. Furniture and equipment and capitalized software costs are depreciated using the straight-line method over the estimated useful life of the asset, which is generally three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the respective estimated useful life or the lease term. Company-owned aircraft are depreciated using the straight-line method over the estimated useful life. Acquired intangibles primarily relate to contractual rights and are amortized over their estimated useful lives, which range from seven to 25 years.

Consolidated Fund Expenses

Consolidated fund expenses consist primarily of costs, expenses and fees that are incurred by, or arise out of the operation and activities of or otherwise are related to, our consolidated funds, including, without limitation, travel expenses, professional fees, research and software expenses, insurance, and other costs associated with administering and supporting those funds. Inasmuch as most of these fund expenses are borne by third-party investors, they reduce the investors’ interests in the consolidated funds and have no impact on net income or loss attributable to the Company.

Other Income (Loss)

Interest Expense

Interest expense primarily reflects the interest expense of the consolidated funds, as well as the interest expense of Oaktree and its operating subsidiaries.

Interest and Dividend Income

Interest and dividend income consists of interest and dividend income earned on the investments held by our consolidated funds, and interest income earned by Oaktree and its operating subsidiaries.

Net Realized Gain (Loss) on Consolidated Funds’ Investments

Net realized gain (loss) on consolidated funds’ investments consists of realized gains and losses arising from dispositions of investments held by our consolidated funds.

Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investments

Net change in unrealized appreciation (depreciation) on consolidated funds’ investments reflects both unrealized gains and losses on investments held by our consolidated funds and the reversal upon disposition of investments of unrealized gains and losses previously recognized for those investments.

Investment Income

Investment income represents our pro-rata share of income or loss from our investments, generally in our capacity as general partner in our funds and as an investor in our CLOs and third-party managed funds and companies. Investment income, as reflected in our condensed consolidated statements of operations, excludes investment income earned by us from our consolidated funds. For non-GAAP reporting, investment income attributable to our minority equity interest in DoubleLine is reflected in management fees and incentive income as discussed under “Revenues” above.

Other Income (Expense), Net

Other income (expense), net includes non-operating income or expense items.

Income Taxes

Oaktree is a publicly traded partnership. Because it satisfies the qualifying income test, it is not required to be treated as a corporation for U.S. federal and state income tax purposes. Instead, it is taxed as a partnership. Oaktree Holdings, Inc. and Oaktree AIF Holdings, Inc., which are two of our five Intermediate Holding Companies and wholly-owned subsidiaries, are subject to U.S. federal and state income taxes. The remainder of Oaktree’s income is generally not subject to corporate-level taxation.

Oaktree’s effective tax rate is dependent on many factors, including the mix of revenues and expenses between our two corporate Intermediate Holding Companies that are subject to income tax and our three other Intermediate Holding Companies that are not; consequently, the effective tax rate is subject to significant variation from period to period. Oaktree’s effective tax rate used for interim periods is based on the estimated full year income tax rate. Certain items that cannot be reliably estimated, such as incentive income, are excluded from the estimated annual effective tax rate. The tax expense or benefit stemming from these items is recognized in the same period as the underlying income or expense.

Oaktree’s non-U.S. income or loss before taxes is generally not significant in relation to total pre-tax income or loss, and is generally more predictable because, unlike U.S. pre-tax income, it is not significantly impacted by

unrealized gains or losses. Non-U.S. tax expense typically represents a disproportionately large percentage of total income tax expense because nearly all of our non-U.S. income or loss is subject to corporate-level income tax, whereas a substantial portion of our U.S.-based income or loss is not subject to corporate-level taxes. In addition, changes in the proportion of non-U.S. pre-tax income to total pre-tax income impact Oaktree’s effective tax rate to the extent non-U.S. rates differ from the combined U.S. federal and state tax rate.

Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets would be reduced by a valuation allowance if it becomes more likely than not that some portion or all of the deferred tax assets will not be realized.

Net Income Attributable to Non-controlling Interests

Net income attributable to non-controlling interests represents the ownership interests that third parties hold in entities that are consolidated in our financial statements. These interests fall into two categories:

•

Net Income Attributable to Non-controlling Interests in Consolidated Funds. This category represents the economic interests of the unaffiliated investors in the consolidated funds, as well as the equity interests held by third-party investors in CLOs that had not yet priced as of the respective period end. Those interests are primarily driven by the investment performance of the consolidated funds. In comparison to net income, this measure excludes our operating results and other items solely attributable to the Company; and

•

Net Income Attributable to Non-controlling Interests in Consolidated Subsidiaries. This category primarily represents the economic interest in the Oaktree Operating Group owned by OCGH (“OCGH non-controlling interest”), as well as the economic interest in certain consolidated subsidiaries held by third parties. The OCGH non-controlling interest is determined at the Oaktree Operating Group level based on the weighted average proportionate share of Oaktree Operating Group units held by the OCGH unitholders. Inasmuch as the number of outstanding Oaktree Operating Group units corresponds with the total number of outstanding Class A and OCGH units, changes in the economic interest held by the OCGH unitholders are driven by our additional issuances of Class A and OCGH units, as well as repurchases and forfeitures of, and exchanges between, Class A and OCGH units. Certain of our expenses, such as income tax and related administrative expenses of Oaktree Capital Group, LLC and its Intermediate Holding Companies, are solely attributable to the Class A unitholders. Please see note 13 to our condensed consolidated financial statements included elsewhere in this quarterly report for additional information on the economic interest in the Oaktree Operating Group owned by OCGH.

Net Income Attributable to Preferred Unitholders

This category represents distributions declared, if any, on our preferred units. Please see note 13 to our condensed consolidated financial statements for more information.

Non-GAAP Measures

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 and operating metrics and data that are presented without the consolidation of any funds. The data most important to management in assessing our performance are distributable earnings and fee-related earnings, each for both the Operating Group and per Class A unit. For a detailed reconciliation of the non-GAAP results of operations to our condensed consolidated statements of operations, please see “—Non-GAAP Results—Reconciliation of GAAP to Non-GAAP Results” below.

Distributable Earnings

We use distributable earnings to help evaluate the financial performance of, and make resource allocation and other operating decisions for, our business. Distributable earnings (“DE”) is a non-GAAP performance measure of profitability for our investment management business. DE reflects our realized earnings, after deducting preferred unit distributions, 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.

DE revenues include the portion of the earnings from management fees and performance fees attributable to our 20% ownership interest in DoubleLine, which are reflected as investment income in our GAAP statements of operations. DE excludes (a) unrealized incentive income and the associated incentive income compensation expense, (b) unrealized gains and losses resulting from foreign-currency transactions and hedging activities, and (c) excludes investment income or loss, which is largely non-cash in nature, and includes the portion of income or loss on distributions received from funds and companies. DE also excludes (a) non-cash equity-based compensation expense, (b) acquisition-related items, including amortization of intangibles, changes in the contingent consideration liability and costs related to the Brookfield transaction, (c) income taxes and other income or expense applicable to OCG or its Intermediate Holding Companies, and (d) non-controlling interests. In addition, any make-whole premium charges related to the repayment of debt are, for DE purposes, amortized through the original maturity date of the repaid debt.

Distributable earnings-Class A, or distributable 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 DE attributable to their ownership. Distributable earnings-Class A represents DE, including the effect of (a) the OCGH non-controlling interest, (b) expenses such as current income tax expense applicable to OCG or its Intermediate Holding Companies, and (c) 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 GAAP.

Fee-related Earnings

Fee-related earnings (“FRE”) is a non-GAAP performance measure that we use to monitor the baseline earnings of our business. FRE is a component of DE and is comprised of management fees (“fee 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 income and realized investment income proceeds. 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).

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, investment proceeds held in trust for use in investment activities 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, for our special purpose acquisition companies, the proceeds of any initial public offerings held in trust for use in a business combination, and for DoubleLine funds, NAV. Our AUM includes amounts for which we charge no management fees. Our definition of AUM is not based on any definition contained in our operating agreement or the agreements governing the funds, accounts or companies that we manage or sponsor. Our calculation of AUM and the two AUM-related metrics below may not be directly comparable to the AUM metrics of other investment managers.

•

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. Certain closed-end funds pay management fees based on gross assets or NAV. 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.

•

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.

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

Our funds record as accrued incentives 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. The amount of incentives created may fluctuate substantially as a result of changes in the fair value of the underlying investments of the fund, as well as incentives created in excess of our typical 20% share due to catch-up allocations for applicable closed-end funds. Generally speaking, while in the catch-up layer, approximately 80% of any increase or decrease, respectively, in the fund’s NAV results in a commensurate amount of positive or negative incentives created (fund level).

The same performance and market risks inherent in incentives created (fund level) affect the ability to ultimately realize accrued incentives (fund level). One consequence of the accounting method we follow for incentives created (fund level) is that accrued incentives (fund level) is an off-balance sheet metric, rather than being an on-balance sheet receivable that could require reduction if fund performance suffers. We track accrued incentives (fund level) because it provides an indication of potential future value, though the timing and ultimate realization of that value are uncertain.

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 other factors.

Incentives created (fund level) often reflects investments measured at fair value and therefore is subject to risk of substantial fluctuation by the time the underlying investments are liquidated. We earn the incentive income, if any, that the fund is then obligated to pay us with respect to our incentive interest (generally 20%) in the profits of our unaffiliated investors, subject to an annual preferred return of typically 8%. Under GAAP, incentive income is recognized when it is probable that significant reversal of revenue will not occur. Distributable earnings includes incentive income when realized, which reduces the possibility that revenue recognized by us would be reversed in a subsequent period. We track incentives created (fund level) because it provides an indication of the value for us currently being created by our investment activities.

Uncalled Capital Commitments

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 closed-end 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.

Invested Capital

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.

GAAP Consolidated Results of Operations

The following table sets forth our unaudited condensed consolidated statements of operations:



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
	(in thousands, except per unit data)
Revenues:
Management fees	$	179,761		$	175,195		$	524,798		$	538,706
Incentive income	25,429			66,032			260,290			253,125
Total revenues	205,190			241,227			785,088			791,831
Expenses:
Compensation and benefits	(111,281		)	(101,787		)	(334,919		)	(315,614		)
Equity-based compensation	(22,779		)	(14,747		)	(59,756		)	(44,614		)
Incentive income compensation	(11,427		)	(27,294		)	(136,849		)	(127,327		)
Total compensation and benefits expense	(145,487		)	(143,828		)	(531,524		)	(487,555		)
General and administrative	(86,851		)	(38,051		)	(184,592		)	(110,459		)
Depreciation and amortization	(6,602		)	(6,459		)	(19,732		)	(19,412		)
Consolidated fund expenses	(6,540		)	(2,829		)	(12,994		)	(9,383		)
Total expenses	(245,480		)	(191,167		)	(748,842		)	(626,809		)
Other income (loss):
Interest expense	(59,883		)	(39,456		)	(149,643		)	(115,504		)
Interest and dividend income	101,882			74,490			278,782			205,089
Net realized gain (loss) on consolidated funds’ investments	(3,664		)	(9,812		)	(9,036		)	(12,509		)
Net change in unrealized appreciation (depreciation) on consolidated funds’ investments	(40,964		)	10,552			17,967			(34,939		)
Investment income	26,819			58,196			121,804			149,682
Other income, net	—			5,629			58			7,240
Total other income	24,190			99,599			259,932			199,059
Income before income taxes	(16,100		)	149,659			296,178			364,081
Income taxes	(4,798		)	(6,568		)	(11,148		)	(17,832		)
Net income	(20,898		)	143,091			285,030			346,249
Less:
Net (income) loss attributable to non-controlling interests in consolidated funds	4,208			(14,427		)	(82,234		)	(17,792		)
Net (income) loss attributable to non-controlling interests in consolidated subsidiaries	6,871			(72,005		)	(109,259		)	(187,945		)
Net (income) loss attributable to OCG	(9,819		)	56,659			93,537			140,512
Net income attributable to preferred unitholders	(6,829		)	(3,909		)	(20,487		)	(3,909		)
Net income (loss) attributable to OCG Class A unitholders	$	(16,648	)	$	52,750		$	73,050		$	136,603

Distributions declared per Class A unit	$	3.13		$	0.55		$	4.93		$	2.27
Net income (loss) per Class A unit (basic and diluted):
Net income (loss) per Class A unit	$	(0.22	)	$	0.74		$	0.99		$	1.95
Weighted average number of Class A units outstanding	75,995			71,369			74,005			70,167

Third Quarter Ended September 30, 2019 Compared to the Third Quarter Ended September 30, 2018

Revenues

Management Fees

Management fees increased $4.6 million, or 2.6%, to $179.8 million for the third quarter of 2019, from $175.2 million for the third quarter of 2018. The increase reflected an aggregate increase of $25.3 million principally from closed-end funds in their investment periods, partially offset by decline of $20.7 million primarily attributable to closed-end funds in liquidation.

Incentive Income

Incentive income decreased $40.6 million, or 61.5%, to $25.4 million for the third quarter of 2019, from $66.0 million for the third quarter of 2018. The third quarter of 2019 included $13.6 million from Oaktree Opportunities Fund VIII and $9.1 million from Oaktree Opportunities Fund VIIb. The third quarter of 2018 included $45.8 million from Oaktree Opportunities Fund VIIb.

Expenses

Compensation and Benefits

Compensation and benefits expense increased $9.5 million, or 9.3%, to $111.3 million for the third quarter of 2019, from $101.8 million for the third quarter of 2018, primarily driven by growth in headcount, as well as higher expenses related to employee benefits.

Equity-based Compensation

Equity-based compensation expense increased $8.1 million, or 55.1%, to $22.8 million for the third quarter of 2019, from $14.7 million for the third quarter of 2018, primarily reflecting the impact of unit grants made during the first quarter of 2019.

Incentive Income Compensation

Incentive income compensation expense decreased $15.9 million, or 58.2%, to $11.4 million for the third quarter of 2019, from $27.3 million for the third quarter of 2018, primarily reflecting the decrease in incentive income.

General and Administrative

General and administrative expense increased $48.8 million, or 128.1%, to $86.9 million for the third quarter of 2019, from $38.1 million for the third quarter of 2018, primarily reflecting costs associated with the Brookfield transaction.

Depreciation and Amortization

Depreciation and amortization expense was $6.6 million and $6.5 million for the third quarter of 2019 and 2018, respectively.

Consolidated Fund Expenses

Consolidated fund expenses increased $3.7 million, or 132.1%, to $6.5 million for the third quarter of 2019, from $2.8 million for the third quarter of 2018. The increase reflected higher general costs of our consolidated funds.

Other Income (Loss)

Interest Expense

Interest expense increased $20.4 million, or 51.6%, to $59.9 million for the third quarter of 2019, from $39.5 million for the third quarter of 2018. The increase was primarily attributable to our consolidated funds.

Interest and Dividend Income

Interest and dividend income increased $27.4 million, or 36.8%, to $101.9 million for the third quarter of 2019, from $74.5 million for the third quarter of 2018. The increase was primarily attributable to our consolidated funds.

Net Realized Gain (Loss) on Consolidated Funds’ Investments

Net realized gain (loss) on consolidated funds’ investments increased $6.1 million, to a loss of $3.7 million for the third quarter of 2019, from a loss of $9.8 million for the third quarter of 2018. The increase reflected our consolidated funds’ performance in each period.

Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investments

Net change in unrealized appreciation (depreciation) on consolidated funds’ investments decreased $51.6 million, to a loss of $41.0 million for the third quarter of 2019, from a gain of $10.6 million for the third quarter of 2018. Excluding the impact of the reversal of net realized gain (loss) on consolidated funds’ investments, the net change in unrealized appreciation (depreciation) on consolidated funds’ investments decreased $45.3 million, to a net loss of $44.6 million for the third quarter of 2019, from a net gain of $0.7 million for the third quarter of 2018, reflecting our consolidated funds’ performance in each period.

Investment Income

Investment income decreased $31.4 million, or 54.0%, to $26.8 million for the third quarter of 2019, from $58.2 million for the third quarter of 2018. The decrease primarily reflected lower returns on our Credit, Real Assets and Non-Oaktree investments.

Income Taxes

Income taxes decreased $1.8 million, or 27.3%, to $4.8 million for the third quarter of 2019, from $6.6 million for the third quarter of 2018. The decrease primarily reflected a lower effective tax rate for the third quarter of 2019, resulting from costs associated with the Brookfield transaction. The effective tax rates applicable to Class A unitholders for the third quarters of 2019 and 2018 were (48)% and 11%, respectively, resulting from full-year effective rates of 0% and 8%, respectively. The effective tax 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 the 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 may vary significantly within or between years. Please see “—Understanding Our Results—Consolidation of Oaktree Funds.”

Net Income (Loss) Attributable to Non-controlling Interests in Consolidated Funds

Net income (loss) attributable to non-controlling interests in consolidated funds decreased $18.6 million, to a loss of $4.2 million for the third quarter of 2019, from income of $14.4 million for the third quarter of 2018. The decrease reflected our consolidated funds’ performance attributable to third-party investors in each period.

Net Income Attributable to Oaktree Capital Group, LLC Class A Unitholders

Net income (loss) attributable to Oaktree Capital Group, LLC Class A unitholders decreased $69.4 million, or 131.4%, to a loss of $16.6 million for the third quarter of 2019, from income of $52.8 million for the third quarter of 2018, primarily reflecting costs associated with the Brookfield transaction.

Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018

Revenues

Management Fees

Management fees decreased $13.9 million, or 2.6%, to $524.8 million for the first nine months of 2019, from $538.7 million for the first nine months of 2018. The decrease reflected an aggregate decline of $76.4 million primarily attributable to unconsolidated closed-end funds in liquidation, partially offset by an aggregate increase of $62.5 million principally from closed-end funds in their investment periods.

Incentive Income

Incentive income increased $7.2 million, or 2.8%, to $260.3 million for the first nine months of 2019, from $253.1 million for the first nine months of 2018. The first nine months of 2019 included $177.3 million from Oaktree Opportunities Fund VIII while Oaktree Principal Opportunities Fund IV contributed $104.8 million of incentive income to the first nine months of 2018.

Expenses

Compensation and Benefits

Compensation and benefits expense increased $19.3 million, or 6.1%, to $334.9 million for the first nine months of 2019, from $315.6 million for the first nine months of 2018, primarily driven by growth in headcount, as well as higher expenses related to employee benefits.

Equity-based Compensation

Equity-based compensation expense increased $15.2 million, or 34.1% to $59.8 million for the first nine months of 2019, from $44.6 million for the first nine months of 2018, primarily due to the impact of unit grants made during the first quarter of 2019.

Incentive Income Compensation

Incentive income compensation expense increased $9.5 million, or 7.5%, to $136.8 million for the first nine months of 2019, from $127.3 million for the first nine months of 2018, primarily reflecting the increase in incentive income.

General and Administrative

General and administrative expense increased $74.1 million, or 67.1%, to $184.6 million for the first nine months of 2019, from $110.5 million for the first nine months of 2018, primarily reflecting costs associated with the Brookfield transaction.

Depreciation and Amortization

Depreciation and amortization expense increased $0.3 million, or 1.5%, to $19.7 million for the first nine months of 2019, from $19.4 million for the first nine months of 2018.

Consolidated Fund Expenses

Consolidated fund expenses increased $3.6 million, or 38.3%, to $13.0 million for the first nine months of 2019, from $9.4 million for the first nine months of 2018. The increase reflected higher general costs of our consolidated funds.

Other Income (Loss)

Interest Expense

Interest expense increased $34.1 million, or 29.5%, to $149.6 million for the first nine months of 2019, from $115.5 million for the first nine months of 2018. The increase was primarily attributable to our consolidated funds.

Interest and Dividend Income

Interest and dividend income increased $73.7 million, or 35.9%, to $278.8 million for the first nine months of 2019, from $205.1 million for the first nine months of 2018. The increase was primarily attributable to our consolidated funds.

Net Realized Gain (Loss) on Consolidated Funds’ Investments

Net realized gain (loss) on consolidated funds’ investments increased $3.5 million, to a loss of $9.0 million for the first nine months of 2019, from a loss of $12.5 million for the first nine months of 2018. The increase reflected our consolidated funds’ performance in each period.

Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investments

Net change in unrealized appreciation (depreciation) on consolidated funds’ investments increased $52.9 million, to a gain of $18.0 million for the first nine months of 2019, from a loss of $34.9 million for the first nine months of 2018. Excluding the impact of the reversal of net realized gain (loss) on consolidated funds’ investments, the net change in unrealized appreciation (depreciation) on consolidated funds’ investments increased $56.3 million, to a net gain of $8.9 million for the first nine months of 2019, from a net loss of $47.4 million for the first nine months of 2018, reflecting our consolidated funds’ performance in each period.

Investment Income

Investment income decreased $27.9 million, or 18.6%, to $121.8 million for the first nine months of 2019, from $149.7 million for the first nine months of 2018. The decrease primarily reflected lower returns on our Credit and Real Assets investments, partially offset by higher returns on our Listed Equities investments.

Income Taxes

Income taxes decreased $6.7 million, or 37.6%, to $11.1 million for the first nine months of 2019, from $17.8 million for the first nine months of 2018. The decrease primarily reflected lower pre-tax income attributable to Class A unitholders, partially offset by a higher effective tax rate for the first nine months of 2019. The effective tax rates applicable to Class A unitholders for the first nine months 2019 and 2018 were 13% and 10%, respectively. The effective tax 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 the 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 may vary significantly within or between years. Please see “—Understanding Our Results—Consolidation of Oaktree Funds.”

Net Income Attributable to Non-controlling Interests in Consolidated Funds

Net income attributable to non-controlling interests in consolidated funds increased $64.4 million, to $82.2 million for the first nine months of 2019, from $17.8 million for the first nine months of 2018. The increase reflected our consolidated funds’ performance attributable to third-party investors in each period.

Net Income Attributable to Oaktree Capital Group, LLC Class A Unitholders

Net income attributable to Oaktree Capital Group, LLC Class A unitholders decreased $63.5 million, or 46.5%, to $73.1 million for the first nine months of 2019, from $136.6 million for the first nine months of 2018, primarily reflecting costs associated with the Brookfield transaction.

Non-GAAP Financial Data

Oaktree presents certain revenues and financial measures, including measures that are calculated and presented on a basis other than GAAP (“non-GAAP”). Examples of such non-GAAP measures are identified in the table below. 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.

The following table presents non-GAAP financial data:



	As of or for the Three Months Ended September 30,				As of or for the Nine Months Ended September 30,
	2019		2018		2019		2018
Non-GAAP Results: ⁽¹⁾	(in thousands, except per unit data or as otherwise indicated)

Distributable earnings revenues	$	252,739	$	319,822	$	1,233,808	$	1,084,141
Distributable earnings	86,245		143,940		458,480		452,199
Distributable earnings per Class A unit	0.57		0.88		2.88		2.74

Fee revenues	201,557		197,056		589,695		595,938
Fee-related earnings	57,371		56,286		141,328		165,648
Fee-related earnings per Class A unit	0.35		0.34		0.86		0.99

Weighted Average Units:
OCGH	83,666		85,775		84,796		86,675
Class A	75,995		71,369		74,005		70,167
Total units	159,661		157,144		158,801		156,842

Operating Metrics:
Assets under management (in millions):
Assets under management	$	121,940	$	123,516	$	121,940	$	123,516
Management fee-generating assets under management	102,061		100,693		102,061		100,693
Incentive-creating assets under management	35,765		33,626		35,765		33,626
Uncalled capital commitments	19,336		21,435		19,336		21,435
Accrued incentives (fund level):
Incentives created (fund level)	77,330		134,966		176,664		365,468
Incentives created (fund level), net of associated incentive income compensation expense	36,742		59,278		90,441		172,497
Accrued incentives (fund level)	1,345,718		1,924,410		1,345,718		1,924,410
Accrued incentives (fund level), net of associated incentive income compensation expense	642,186		914,886		642,186		914,886

(1)

Beginning with the first quarter of 2019, the Company has determined that distributable earnings is the primary financial measure used by management to make operating decisions and assess the performance of our business. In connection with this determination, the definition of distributable earnings was modified to include the deduction for preferred unit distributions and exclude costs related to the Brookfield transaction. For comparability, prior periods have been recast for this change, as applicable.

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. 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
	September 30, 2019		June 30, 2019		September 30, 2018
Assets Under Management:	(in millions)
Closed-end funds	$	56,762	$	55,718	$	57,734
Open-end funds	26,564		27,359		32,454
Evergreen funds	9,247		9,284		8,672
DoubleLine ⁽¹⁾	29,367		28,007		24,656
Total	$	121,940	$	120,368	$	123,516



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Change in Assets Under Management:	(in millions)
Beginning balance	$	120,368		$	121,584		$	119,560		$	123,930
Closed-end funds:
Capital commitments/other ⁽²⁾	4,133			2,205			8,100			5,268
Distributions for a realization event/other ⁽³⁾	(1,778		)	(1,478		)	(6,108		)	(5,561		)
Change in uncalled capital commitments for funds entering or in liquidation ⁽⁴⁾	(4		)	90			(645		)	(142		)
Foreign-currency translation	(369		)	(41		)	(396		)	(266		)
Change in market value ⁽⁵⁾	178			745			1,159			1,701
Change in applicable leverage	(1,116		)	(81		)	(2,454		)	(137		)
Open-end funds:
Contributions	1,319			841			2,856			2,456
Redemptions	(2,182		)	(1,745		)	(8,758		)	(5,436		)
Foreign-currency translation	(217		)	(49		)	(237		)	(241		)
Change in market value ⁽⁵⁾	285			583			2,922			234
Evergreen funds:
Contributions or new capital commitments ⁽⁶⁾	298			306			688			809
Redemptions or distributions ⁽⁷⁾	(164		)	(205		)	(357		)	(636		)
Foreign-currency translation	—			1			—			—
Change in market value ⁽⁵⁾	(171		)	144			358			583
DoubleLine:
Net change in DoubleLine	1,360			616			5,252			954
Ending balance	$	121,940		$	123,516		$	121,940		$	123,516


(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
	September 30, 2019		June 30, 2019		September 30, 2018
Management Fee-generating AUM:	(in millions)
Closed-end funds:
Senior Loans	$	7,037	$	7,525	$	8,297
Other closed-end funds	30,946		30,440		28,054
Open-end funds	26,355		27,106		32,120
Evergreen funds	8,356		8,357		7,566
DoubleLine	29,367		28,007		24,656
Total	$	102,061	$	101,435	$	100,693



	Three months ended September 30,						Nine Months Ended September 30,
Change in Management Fee-generating AUM:	2019			2018			2019			2018
	(in millions)
Beginning balance	$	101,435		$	100,547		$	98,108		$	104,287
Closed-end funds:
Capital commitments to funds that pay fees based on committed capital/other ⁽¹⁾	1,743			465			5,078			465
Capital drawn by funds that pay fees based on drawn capital, NAV or cost basis	1,329			608			2,422			1,552
Change attributable to funds in liquidation ⁽²⁾	(902		)	(1,052		)	(2,128		)	(3,628		)
Change in uncalled capital commitments for funds entering or in liquidation that pay fees based on committed capital ⁽³⁾	(5		)	(174		)	(5		)	(174		)
Distributions by funds that pay fees based on NAV / other ⁽⁴⁾.	(757		)	(95		)	(1,770		)	(449		)
Foreign-currency translation	(297		)	(36		)	(314		)	(242		)
Change in market value ⁽⁵⁾.	(23		)	63			123			115
Change in applicable leverage	(1,070		)	(78		)	(2,358		)	(133		)
Open-end funds:
Contributions	1,272			791			2,807			2,355
Redemptions	(2,092		)	(1,721		)	(8,620		)	(5,412		)
Foreign-currency translation	(217		)	(49		)	(236		)	(241		)
Change in market value	286			579			2,901			230
Evergreen funds:
Contributions or capital drawn by funds that pay fees based on drawn capital or NAV ⁽⁶⁾	288			302			737			999
Redemptions or distributions ⁽⁷⁾	(167		)	(206		)	(363		)	(558		)
Change in market value ⁽⁵⁾.	(122		)	133			427			573
Change in applicable leverage	—			—			—			—
DoubleLine:
Net change in DoubleLine	1,360			616			5,252			954
Ending balance	$	102,061		$	100,693		$	102,061		$	100,693


(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.

A reconciliation of AUM to management fee-generating AUM is set forth below:



	As of
Reconciliation of AUM to Management Fee-generating AUM:	September 30, 2019			June 30, 2019			September 30, 2018
Reconciliation of AUM to Management Fee-generating AUM:	(in millions)
Assets under management	$	121,940		$	120,368		$	123,516
Difference between assets under management and committed capital or the lesser of funded capital or cost basis for applicable closed-end funds ⁽¹⁾	(1,397		)	(1,601		)	(3,040		)
Undrawn capital commitments to closed-end funds that have not yet commenced their investment periods	(9,485		)	(9,133		)	(10,098		)
Undrawn capital commitments to funds for which management fees are based on drawn capital, NAV or cost basis	(4,125		)	(4,081		)	(5,263		)
Oaktree’s general partner investments in management fee-generating funds	(1,548		)	(1,598		)	(1,798		)
Funds that pay no management fees ⁽²⁾	(3,324		)	(2,520		)	(2,624		)
Management fee-generating assets under management	$	102,061		$	101,435		$	100,693


(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 or with extended management fee start dates that currently pay no 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
Weighted Average Annual Management Fee Rates:	September 30, 2019		June 30, 2019		September 30, 2018
Closed-end funds:
Senior Loans	0.45	%	0.47	%	0.50	%
Other closed-end funds	1.39		1.41		1.46
Open-end funds	0.44		0.45		0.45
Evergreen funds ⁽¹⁾	1.16		1.17		1.19
All Oaktree funds ⁽²⁾	0.93		0.93		0.90


(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

Incentive-creating AUM is set forth below. The portion of incentive-creating AUM generating incentives at the fund level was $24.5 billion as of September 30, 2019, $19.5 billion as of December 31, 2018 and $21.1 billion as of September 30, 2018. Incentive-creating AUM does not include undrawn capital commitments.



	As of
	September 30, 2019		June 30, 2019		September 30, 2018
Incentive-creating AUM:	(in millions)
Closed-end funds	$	28,411	$	28,521	$	26,801
Evergreen funds	6,726		6,822		6,236
DoubleLine	628		657		589
Total	$	35,765	$	36,000	$	33,626

Third Quarter Ended September 30, 2019

AUM increased $1.5 billion, or 1.2%, to $121.9 billion as of September 30, 2019, from $120.4 billion as of June 30, 2019. The increase primarily reflected $4.1 billion of capital commitments to closed-end funds and $1.4 billion attributable to DoubleLine, partially offset by $1.8 billion of distributions to closed-end fund investors, change in applicable leverage of $1.1 billion, and $0.9 billion of net outflows from open-end funds. Commitments to closed-end funds included $1.5 billion for CLOs, $0.9 for Oaktree Principal Continuation Fund V, $0.6 billion for Emerging Markets Opportunities, $0.4 billion for Oaktree Transportation Infrastructure Fund, and $0.3 billion for Oaktree Special Situations Fund II (“SS II”).

Management fee-generating AUM, a forward-looking metric, increased $0.7 billion, or 0.7%, to $102.1 billion as of September 30, 2019, from $101.4 billion as of June 30, 2019. The increase primarily reflected $1.7 billion of capital commitments to funds that pay fees based on committed capital, $1.4 billion attributable to DoubleLine and$1.3 billion of capital drawn by funds that pay fees based on drawn capital, NAV or cost basis, partially offset by $1.1 billion change in applicable leverage, $0.9 billion attributable to closed-end funds in liquidation, and $0.8 billion of net outflows from open-end funds.

Incentive-creating AUM decreased $0.2 billion, or 0.6%, to $35.8 billion as of September 30, 2019, from $36.0 billion as of June 30, 2019. The decrease reflected an aggregate decrease of $2.1 billion primarily attributable to distributions and market-value losses, partially offset by an aggregate $1.9 billion of drawdowns and contributions.

Third Quarter Ended September 30, 2018

AUM increased $1.9 billion, or 1.6%, to $123.5 billion as of September 30, 2018, from $121.6 billion as of June 30, 2018. The increase primarily reflected $2.2 billion in new capital commitments to closed-end funds, $1.5 billion in market-value gains and $0.6 billion attributable to DoubleLine, partially offset by $1.5 billion of distributions to closed-end fund investors and $0.9 billion of net outflows from open-end funds. Commitments to closed-end funds included $0.7 billion for our Middle Market Direct Lending strategy, $0.5 billion for Oaktree Special Situations Fund II (“SSF II”) and $0.4 billion for our Emerging Markets Debt strategy.

Management fee-generating AUM, a forward-looking metric, increased $0.2 billion, or 0.2%, to $100.7 billion as of September 30, 2018, from $100.5 billion as of June 30, 2018. The increase primarily reflected $0.8 billion in market-value gains, $0.6 billion attributable to DoubleLine and $0.6 billion from capital drawn by funds that pay fees based on drawn capital, NAV or cost basis, largely offset by $1.2 billion attributable to closed-end funds in liquidation and $0.9 billion of net outflows from open-end funds.

Incentive-creating AUM increased $0.3 billion, or 0.9%, to $33.6 billion as of September 30, 2018, from $33.3 billion as of June 30, 2018. The increase reflected an aggregate $2.0 billion in drawdowns or contributions by closed-end and evergreen funds and market-value gains, partially offset by an aggregate $1.7 billion decline primarily attributable to distributions by closed-end funds.

Nine Months Ended September 30, 2019

AUM increased $3.0 billion, or 2.5%, to $121.9 billion as of September 30, 2019, from $119.6 billion as of December 31, 2018. The increase primarily reflected $8.1 billion of capital commitments to closed-end funds, $5.3 billion attributable to DoubleLine and, $4.4 billion in market-value gains, partially offset by $6.8 billion of distributions to closed-end fund investors and uncalled capital commitments and $5.9 billion of net outflows from open-end funds.

Management fee-generating AUM, a forward-looking metric, increased $4.0 billion, or 4.0%, to $102.1 billion as of September 30, 2019, from $98.1 billion as of December 31, 2018. The increase primarily reflected $5.3 billion attributable to DoubleLine, $4.6 billion for new CLOs, HS III and Oaktree Power Opportunities Fund V, and $3.5 billion in market-value gains, partially offset by $5.8 billion of net outflows from open-end funds and $3.8 billion attributable to closed-end funds in liquidation and distributions by funds that pay fees based on NAV.

Incentive-creating AUM increased $1.2 billion, or 3.0%, to $35.8 billion as of September 30, 2019, from $34.6 billion as of December 31, 2018. The increase reflected an aggregate $6.4 billion in drawdowns, contributions and market-value gains, partially offset by an aggregate decline of $5.2 billion primarily attributable to distributions.

Nine Months Ended September 30, 2018

AUM decreased $0.4 billion, or 0.3%, to $123.5 billion as of September 30, 2018, from $123.9 billion as of December 31, 2017. The decrease primarily reflected $5.6 billion of distributions to closed-end fund investors, $3.0 billion of net outflows from open-end funds and $0.5 billion of unfavorable foreign-currency translation, largely offset by $5.3 billion in new capital commitments to closed-end funds, $2.5 billion in market-value gains and $1.0 billion attributable to DoubleLine. Commitments to closed-end funds included $1.2 billion for SSF II, $1.1 billion for Oaktree Transportation Infrastructure Fund (“TIF”), $0.9 billion to Oaktree Real Estate Debt Fund II, $0.7 billion for our Middle Market Direct Lending strategy and $0.5 billion for our Emerging Markets Debt strategy.

Management fee-generating AUM, a forward-looking metric, decreased $3.6 billion, or 3.5%, to $100.7 billion as of September 30, 2018, from $104.3 billion as of December 31, 2017. The decrease primarily reflected $3.6 billion attributable to closed-end funds in liquidation, $3.1 billion of net outflows from open-end funds and $0.5 billion of unfavorable foreign-currency translation, partially offset by $1.6 billion from capital drawn by closed-end funds that pay fees based on drawn capital, NAV or cost basis, $1.0 billion attributable to DoubleLine, $0.9 billion in market-value gains and $0.4 billion of net capital inflows to evergreen funds.

Incentive-creating AUM increased $0.3 billion, or 0.9%, to $33.6 billion as September 30, 2018, from $33.3 billion as of December 31, 2017. The increase reflected an aggregate $6.2 billion in drawdowns or contributions by closed-end and evergreen funds and market-value gains, partially offset by an aggregate $5.9 billion decline primarily attributable to distributions by closed-end funds.

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

Accrued incentives (fund level), gross and net of incentive income compensation expense, as well as changes in accrued incentives (fund level), are set forth below.



	As of or for the Three Months Ended September 30,						As of or for the Nine Months Ended September 30,
	2019			2018			2019			2018
Accrued Incentives (Fund Level):	(in thousands)
Beginning balance	$	1,294,866		$	1,863,932		$	1,722,120		$	1,920,339
Incentives created (fund level):
Closed-end funds	88,049			115,659			145,147			315,815
Evergreen funds	(11,768		)	18,787			26,917			49,033
DoubleLine	1,049			520			4,600			620
Total incentives created (fund level)	77,330			134,966			176,664			365,468
Less: incentive income recognized by us	(26,478		)	(74,488		)	(553,066		)	(361,397		)
Ending balance	$	1,345,718		$	1,924,410		$	1,345,718		$	1,924,410
Accrued incentives (fund level), net of associated incentive income compensation expense	$	642,186		$	914,886		$	642,186		$	914,886

As of September 30, 2019 and 2018, the portion of net accrued incentives (fund level) represented by funds that were currently paying incentives was $127.2 million (or 20%) and $329.9 million (or 36%), 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.

As of September 30, 2019, $495.2 million, or 77%, of the net accrued incentives (fund level) was in evergreen or closed-end funds in their liquidation period. Please see note 2 for a discussion of the fair-value hierarchy level established by GAAP.

Third Quarters Ended September 30, 2019 and 2018

Incentives created (fund level) was $77.3 million for the third quarter of 2019, primarily reflecting $43.1 million of incentives created (fund level) from Private Equity funds and $41.5 million from Real Asset funds.

Incentives created (fund level) was $135.0 million for the third quarter of 2018, primarily reflecting $53.4 million of incentives created (fund level) from Private Equity funds, $38.9 million from Credit funds, and $35.5 million from Real Asset funds.

Nine Months Ended September 30, 2019 and 2018

Incentives created (fund level) was $176.7 million for the first nine months of 2019, primarily reflecting $95.6 million of incentives created (fund level) from Real Asset funds and $58.9 million from Credit funds.

Incentives created (fund level) was $365.5 million for the first nine months of 2018, primarily reflecting $174.3 million of incentives created (fund level) from Credit funds, $104.6 million from Private Equity funds and $79.1 million from Real Asset funds.

Uncalled Capital Commitments

As of September 30, 2019, June 30, 2019, and September 30, 2018, uncalled capital commitments were $19.3 billion, $18.0 billion and $21.4 billion, respectively. Invested capital during the quarter and 12 months ended September 30, 2019 aggregated $1.9 billion and $10.3 billion, respectively, as compared with $2.8 billion and $8.7 billion for the comparable prior-year periods.

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 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 below under “—Reconciliation of GAAP to Non-GAAP Results.”

Distributable Earnings

The following schedules set forth the components of distributable earnings:

Distributable Earnings Revenues



	Three Months Ended September 30,				Nine months ended September 30, 2019
	2019		2018		2019		2018
	(in thousands)
Revenues:
Management fees	$	201,557	$	197,056	$	589,695	$	595,938
Incentive income	26,478		74,488		553,066		361,397
Realized investment income proceeds	24,704		48,278		91,047		126,806
Total distributable earnings revenues	$	252,739	$	319,822	$	1,233,808	$	1,084,141

Adjusted Expenses



	Three Months Ended September 30,						Nine months ended September 30, 2019
	2019			2018			2019			2018
	(in thousands)
Expenses:
Compensation and benefits	$	(108,489	)	$	(100,589	)	$	(329,946	)	$	(309,001	)
Incentive income compensation	(11,427		)	(31,508		)	(293,015		)	(182,934		)
General and administrative	(33,289		)	(37,963		)	(111,273		)	(114,508		)
Depreciation and amortization	(2,408		)	(2,218		)	(7,148		)	(6,781		)
Total adjusted expenses	$	(155,613	)	$	(172,278	)	$	(741,382	)	$	(613,224	)

Distributable Earnings



	Three Months Ended September 30,						Nine months ended September 30, 2019
	2019			2018			2019			2018
	(in thousands)

Interest expense, net of interest income ⁽¹⁾	$	(1,705	)	$	(2,197	)	$	(3,257	)	$	(8,006	)
Preferred unit distributions	(6,829		)	(3,909		)	(20,487		)	(3,909		)
Operating Group income taxes	1,175			(222		)	(1,258		)	(5,108		)
Other income (expense), net	(3,522		)	2,724			(8,944		)	(1,695		)
Distributable earnings ⁽²⁾	$	86,245		$	143,940		$	458,480		$	452,199


(1)	Interest income was $4.5 million and $15.4 million for the three and nine months ended September 30, 2019, respectively, and $4.0 million and $9.9 million for the three and nine months ended September 30, 2018, respectively.


(2)	Reflects the sum of total distributable earnings revenues, adjusted expenses, net interest expense, preferred unit distributions, Operating Group income taxes and other income (expense).

Third Quarter Ended September 30, 2019 Compared to the Third Quarter Ended September 30, 2018

Distributable Earnings Revenues

Management Fees

A summary of management fees is set forth below:



	Three months ended September 30,
	2019		2018
	(in thousands)
Management fees:
Closed-end funds	$	122,159	$	114,236
Open-end funds	30,774		36,201
Evergreen funds	29,565		28,269
DoubleLine	19,059		18,350
Total management fees	$	201,557	$	197,056

Management fees increased $4.5 million, or 2.3%, to $201.6 million for the third quarter of 2019, from $197.1 million for the third quarter of 2018, for the reasons described below.

•

Closed-end funds. Management fees attributable to closed-end funds increased $8.0 million, or 7.0%, to $122.2 million for the third quarter of 2019, from $114.2 million for the third quarter of 2018. The increase reflected an aggregate increase of $25.6 million principally from closed-end funds in their investment periods, partially offset by an aggregate decline of $17.6 million primarily attributable to closed-end funds in liquidation.


•	Open-end funds. Management fees attributable to open-end funds decreased $5.4 million, or 14.9%, to $30.8 million for the third quarter of 2019, from $36.2 million for the third quarter of 2018. The decrease was primarily attributable to net outflows.


•	Evergreen funds. Management fees attributable to evergreen funds increased $1.3 million, or 4.6%, to $29.6 million for the third quarter of 2019, from $28.3 million for the third quarter of 2018, primarily reflecting net inflows.


•	DoubleLine. Management fees attributable to DoubleLine increased $0.7 million, or 3.8%, to $19.1 million for the third quarter of 2019, from $18.4 million for the third quarter of 2018, primarily driven by AUM growth.

Incentive Income

A summary of incentive income is set forth below:



	Three months ended September 30,
	2019		2018
	(in thousands)
Incentive Income:
Closed-end funds	$	25,335	$	73,576
Evergreen funds	94		392
DoubleLine	1,049		520
Total	$	26,478	$	74,488

Incentive income decreased $48.0 million, or 64.4%, to $26.5 million for the third quarter of 2019, from $74.5 million for the third quarter of 2018. The third quarter of 2019 included $13.6 million from Oaktree Opportunities Fund VIII and $9.1 million from Oaktree Opportunities Fund VIIb. The third quarter of 2018 included $45.8 million from Oaktree Opportunities Fund VIIb.

Realized Investment Income Proceeds

A summary of realized investment income proceeds is set forth below:



	Three months ended September 30,
	2019		2018
	(in thousands)
Oaktree funds:
Credit	$	13,845	$	11,575
Private Equity	4,179		6,023
Real Assets	1,930		4,061
Listed Equities	3,394		14,375
Non-Oaktree	1,356		12,244
Total realized investment income proceeds	$	24,704	$	48,278

Realized investment income proceeds decreased $23.6 million, or 48.9%, to $24.7 million for the third quarter of 2019, from $48.3 million for the third quarter of 2018, primarily reflecting lower proceeds from our Listed Equities and non-Oaktree investments.

Adjusted Expenses

Compensation and Benefits

Compensation and benefits expense increased $7.9 million, or 7.9%, to $108.5 million for the third quarter of 2019, from $100.6 million for the third quarter of 2018, primarily driven by growth in headcount, as well as higher expenses related to employee benefits.

Incentive Income Compensation

Incentive income compensation expense decreased $20.1 million, or 63.8%, to $11.4 million for the third quarter of 2019, from $31.5 million for the third quarter of 2018, reflecting the decrease in incentive income.

General and Administrative

General and administrative expense decreased $4.7 million, or 12.4%, to $33.3 million for the third quarter of 2019, from $38.0 million for the third quarter of 2018, primarily reflecting lower expenses related to professional fees and placement fees associated with fundraising activities.

Depreciation and Amortization

Depreciation and amortization expense increased $0.2 million, or 9.1%, to $2.4 million for the third quarter of 2019, from $2.2 million for the third quarter of 2018.

Interest Expense, Net

Interest expense, net decreased $0.5 million, or 22.7%, to $1.7 million for the third quarter of 2019, from $2.2 million for the third quarter of 2018. The decrease was driven by higher interest income.

Preferred Unit Distributions

The third quarter of 2019 included Series A and Series B preferred unit distributions of $6.8 million in the aggregate, as compared with a $3.9 million Series A preferred unit distribution in the third quarter of 2018. Our Series B preferred units were issued in the third quarter of 2018.

Other income (expense), net

Other income (expense), net decreased $6.2 million to $3.5 million of other expense for the third quarter of 2019 compared with $2.7 million of other income for the third quarter of 2018. The third quarter of 2018 benefited from gains associated with non-operating corporate activities.

Distributable Earnings

Distributable earnings decreased $57.7 million, or 40.1%, to $86.2 million for the third quarter of 2019, from $143.9 million for the third quarter of 2018. The decrease primarily reflected $27.9 million in lower net incentive income and $23.6 million in lower realized investment income proceeds. The portion of distributable earnings attributable to our Class A units was $0.57 and $0.88 per unit for the third quarters of 2019 and 2018, respectively, reflecting distributable earnings per Operating Group unit of $0.54 and $0.92, 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.

Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018

Distributable Earnings Revenues

Management Fees

A summary of management fees is set forth below:



	Nine months ended September 30,
	2019		2018
	(in thousands)
Management fees:
Closed-end funds	$	353,770	$	352,718
Open-end funds	93,666		111,399
Evergreen funds	89,940		77,758
DoubleLine	52,319		54,063
Total management fees	$	589,695	$	595,938

Management fees decreased $6.2 million, or 1.0%, to $589.7 million for the first nine months of 2019, from $595.9 million for the first nine months of 2018, for the reasons described below.

•

Closed-end funds. Management fees attributable to closed-end funds increased $1.1 million, or 0.3%, to $353.8 million for the first nine months of 2019, from $352.7 million for the first nine months of 2018. The increase reflected an aggregate increase of $60.5 million principally from closed-end funds in their investment periods, partially offset by an aggregate decline of $59.4 million primarily attributable to closed-end funds in liquidation.


•	Open-end funds. Management fees attributable to open-end funds decreased $17.7 million, or 15.9%, to $93.7 million for the first nine months of 2019, from $111.4 million for the first nine months of 2018. The decrease was primarily attributable to net outflows.


•	Evergreen funds. Management fees attributable to evergreen funds increased $12.1 million, or 15.6%, to $89.9 million for the first nine months of 2019, from $77.8 million for the first nine months of 2018, primarily attributable to AUM growth.


•	DoubleLine. Management fees attributable to DoubleLine decreased $1.8 million, or 3.3%, to $52.3 million for the first nine months of 2019, from $54.1 million for the first nine months of 2018, primarily reflecting higher expenses.

Incentive Income

A summary of incentive income is set forth below:



	Nine months ended September 30,
	2019		2018
	(in thousands)
Incentive Income:
Closed-end funds	$	545,034	$	357,029
Evergreen funds	3,432		3,748
DoubleLine	4,600		620
Total	$	553,066	$	361,397

Incentive income increased $191.7 million, or 53.0%, to $553.1 million for the first nine months of 2019, from $361.4 million for the first nine months of 2018. The 2019 period included regular and tax-related incentive income of $251.3 million and $301.8 million, respectively, as compared to $243.7 million and $117.7 million in the 2018 period, respectively.

Realized Investment Income Proceeds

A summary of realized investment income proceeds is set forth below:



	Nine Months Ended September 30,
	2019		2018
	(in thousands)
Oaktree funds:
Credit	$	57,805	$	39,816
Private Equity	3,069		25,918
Real Assets	9,510		12,329
Listed Equities	11,192		19,926
Non-Oaktree	9,471		28,817
Total realized investment income proceeds	$	91,047	$	126,806

Realized investment income proceeds decreased $35.8 million, or 28.2%, to $91.0 million for the first nine months of 2019, from $126.8 million for the first nine months of 2018, primarily reflecting lower proceeds from our Private Equity, non-Oaktree, and Listed Equities investments, partially offset by higher proceeds from our Credit investments.

Adjusted Expenses

Compensation and Benefits

Compensation and benefits expense increased $20.9 million, or 6.8%, to $329.9 million for the first nine months of 2019, from $309.0 million for the first nine months of 2018, primarily driven by growth in headcount, as well as higher expenses related to employee benefits.

Incentive Income Compensation

Incentive income compensation expense increased $110.1 million, or 60.2%, to $293.0 million for the first nine months of 2019, from $182.9 million for the first nine months of 2018, reflecting the growth in incentive income.

General and Administrative

General and administrative expense decreased $3.2 million, or 2.8%, to $111.3 million for the first nine months of 2019, from $114.5 million for the first nine months of 2018, primarily reflecting lower professional fees, partially offset by higher placement fees associated with fundraising activities.

Depreciation and Amortization

Depreciation and amortization expense increased $0.3 million, or 4.4%, to $7.1 million for the first nine months of 2019, from $6.8 million for the first nine months of 2018.

Interest Expense, Net

Interest expense, net decreased $4.7 million, or 58.8%, to $3.3 million for the first nine months of 2019, from $8.0 million for the first nine months of 2018. The decrease was primarily driven by higher interest income.

Preferred Unit Distributions

The first nine months of 2019 included Series A and Series B preferred unit distributions of $20.5 million in the aggregate, as compared with $3.9 million for the first nine months of 2018, reflecting the issuances of our Series A and Series B preferred units in the second and third quarters of 2018, respectively.

Other income (expense), net

Other income (expense), net decreased $7.2 million to $8.9 million of other expense for the first nine months of 2019 compared with $1.7 million of other expense for the first nine months of 2018. The first nine months of 2018 benefited from gains associated with non-operating corporate activities.

Distributable Earnings

Distributable earnings increased $6.3 million, or 1.4%, to $458.5 million for the first nine months of 2019, from $452.2 million for the first nine months of 2018. The increase reflected $81.6 million in higher net incentive income, partially offset by $35.8 million in lower realized investment income proceeds, $24.3 million in lower fee-related earnings, and $16.6 million of higher preferred unit distributions. The portion of distributable earnings attributable to our Class A units was $2.88 and $2.74 per unit for the first nine months of 2019 and 2018, respectively, reflecting distributable earnings per Operating Group unit of $2.89 and $2.88, respectively, less costs borne by Class A unitholders.

Fee-related Earnings

Third Quarter Ended September 30, 2019 Compared to the Third Quarter Ended September 30, 2018

Fee-related earnings increased $1.1 million, or 2.0%, to $57.4 million for the third quarter of 2019, from $56.3 million for the third quarter of 2018, primarily reflecting $4.7 million in lower general and administrative expenses and an increase of $4.5 million in management fees, partially offset by $7.9 million in higher compensation and benefits expense.

The effective tax rates applicable to fee-related earnings for the third quarters of 2019 and 2018 were 2% and 5%, respectively, resulting from full-year effective tax rates of 3% and 6%, 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.

Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018

Fee-related earnings decreased $24.3 million, or 14.7%, to $141.3 million for the first nine months of 2019, from $165.6 million for the first nine months of 2018, primarily reflecting $20.9 million in higher compensation and benefits expense and $6.2 million in lower management fees.

The effective tax rates applicable to fee-related earnings for the first nine months of 2019 and 2018 were 2% and 5%, respectively.

Reconciliation of GAAP to Non-GAAP Results

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



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
	(in thousands)
Net income attributable to OCG Class A unitholders	$	(16,648	)	$	52,750		$	73,050		$	136,603
Incentive income ⁽¹⁾	—			7,935			288,176			107,581
Incentive income compensation ⁽¹⁾	—			(4,214		)	(156,166		)	(55,607		)
Investment income	4,349			(51,796		)	(86,618		)	(94,567		)
Realized investment income proceeds ⁽²⁾	24,704			48,278			91,047			126,806
Equity-based compensation ⁽³⁾	22,779			14,747			59,756			44,614
Foreign-currency hedging ⁽⁴⁾	(634		)	(247		)	(525		)	(3,110		)
Acquisition-related items ⁽⁵⁾	56,385			1,703			82,087			443
Other expense, net ⁽⁶⁾	(2,745		)	(2,745		)	(8,235		)	(8,235		)
Income taxes	5,973			6,346			9,890			12,724
Non-Operating Group (income) expenses ⁽⁷⁾	19			321			177			629
Non-controlling interests ⁽⁷⁾	(7,937		)	70,862			105,841			184,318
Distributable earnings ⁽⁸⁾	86,245			143,940			458,480			452,199
Incentive income	(26,478		)	(74,488		)	(553,066		)	(361,397		)
Incentive income compensation	11,427			31,508			293,015			182,934
Realized investment income proceeds	(24,704		)	(48,278		)	(91,047		)	(126,806		)
Interest expense, net of interest income	1,705			2,197			3,257			8,006
Preferred unit distributions	6,829			3,909			20,487			3,909
Other expense, net	3,522			(2,724		)	8,944			1,695
Operating Group income taxes	(1,175		)	222			1,258			5,108
Fee-related earnings ⁽⁸⁾	$	57,371		$	56,286		$	141,328		$	165,648


(1)	This adjustment relates to unrealized incentive income which is excluded from distributable earnings revenues and incentive income compensation expense.

(2)

This adjustment reflects the portion of distributions received from funds characterized as realized 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.


(3)	This adjustment adds back the effect of equity-based compensation expense, which is excluded from distributable earnings because it is a non-cash charge that does not affect our financial position.


(4)	This adjustment removes the effect of unrealized gains and losses related to foreign-currency hedging activities.


(5)	This adjustment adds back the effect of acquisition-related items associated with the amortization of intangibles, changes in the contingent consideration liability and costs related to the Brookfield transaction, which are excluded from distributable earnings.


(6)	For distributable earnings, the $22 million make-whole premium charge that was included in net income attributable to OCG Class A unitholders 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.


(7)	Because distributable earnings is 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)	Per Class A unit amounts are calculated to evaluate the portion of distributable earnings and fee-related earnings attributable to Class A unitholders. Reconciliations of distributable earnings to distributable earnings per Class A unit and fee-related earnings to fee-related earnings per Class A unit are presented below.



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
	(in thousands, except per unit data)
Distributable earnings	$	86,245		$	143,940		$	458,480		$	452,199
OCGH non-controlling interest	(45,195		)	(78,568		)	(246,352		)	(250,726		)
Non-Operating Group income (expense)	(19		)	(321		)	(177		)	(629		)
Distributable earnings-Class A income taxes	6,068			1,687			12,919			3,327
Tax receivable agreement	(3,827		)	(4,008		)	(11,481		)	(11,874		)
Distributable earnings-Class A	$	43,272		$	62,730		$	213,389		$	192,297
Distributable earnings per Class A unit	$	0.57		$	0.88		$	2.88		$	2.74
Weighted average number of Class A units outstanding	75,995			71,369			74,005			70,167



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
	(in thousands, except per unit data)
Fee-related earnings	$	57,371		$	56,286		$	141,328		$	165,648
OCGH non-controlling interest	(30,064		)	(30,723		)	(75,307		)	(91,614		)
Non-Operating Group expense	(140		)	(239		)	(810		)	(984		)
Fee-related earnings-Class A income taxes	(594		)	(1,170		)	(1,328		)	(3,324		)
Fee-related earnings-Class A	$	26,573		$	24,154		$	63,883		$	69,726
Fee-related earnings per unit	$	0.35		$	0.34		$	0.86		$	0.99
Weighted average number of total units outstanding	75,995			71,369			74,005			70,167

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



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
	(in thousands)
GAAP revenues	$	205,190		$	241,227		$	785,088		$	791,831
Consolidated funds ⁽¹⁾	2,737			3,512			12,578			3,240
Management fees ⁽²⁾	19,059			18,350			52,319			54,063
Incentive income ⁽³⁾	1,049			8,455			292,776			108,201
Realized investment income proceeds	24,704			48,278			91,047			126,806
Distributable earnings revenues	252,739			319,822			1,233,808			1,084,141
Incentive income	(26,478		)	(74,488		)	(553,066		)	(361,397		)
Realized investment income proceeds	(24,704		)	(48,278		)	(91,047		)	(126,806		)
Fee revenues	$	201,557		$	197,056		$	589,695		$	595,938

(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 reclassifies the portion of the earnings from the management fees attributable to our 20% ownership interest in DoubleLine, which is included in consolidated investment income in our GAAP statements of operations to revenues.


(3)	This adjustment relates to unrealized incentive income which is excluded from distributable earnings revenues and reclassifies the portion of the earnings from the performance fees attributable to our 20% ownership interest in DoubleLine, which is included in consolidated investment income in our GAAP statements of operations to revenues.

The following tables reconcile GAAP consolidated financial data to non-GAAP data:



	For the Three Months Ended September 30, 2019
	Consolidated			Adjustments			Distributable Earnings
	(in thousands)
Management fees ⁽¹⁾	$	179,761		$	21,796		$	201,557
Incentive income ⁽¹⁾	25,429			1,049			26,478
Realized investment income proceeds ⁽²⁾	—			24,704			24,704
Total expenses ⁽³⁾	(245,480		)	89,867			(155,613		)
Interest expense, net ⁽⁴⁾	(59,883		)	58,178			(1,705		)
Investment income ⁽²⁾	26,819			(26,819		)	—
Other income (expense), net ⁽⁵⁾	—			(3,522		)	(3,522		)
Other income of consolidated funds ⁽⁶⁾	57,254			(57,254		)	—
Income taxes	(4,798		)	5,973			1,175
Net income attributable to non-controlling interests in consolidated funds	4,208			(4,208		)	—
Net income attributable to non-controlling interests in consolidated subsidiaries	6,871			(6,871		)	—
Net income attributable to preferred unitholders	(6,829		)	—			(6,829		)
Net income attributable to OCG Class A unitholders / Distributable earnings	$	(16,648	)	$	102,893		$	86,245

(1)

The adjustment (a) adds back amounts earned from the consolidated funds, (b) reclassifies DoubleLine investment income of $19,059 to management fees and $1,049 to incentive income, and (c) for management fees, reclassifies $865 of net gains related to foreign-currency hedging activities from general and administrative expense and $4,579 of expense reimbursements grossed-up for GAAP reporting, but netted with expenses for distributable earnings.


(2)	Distributable earnings excludes investment income or loss and includes the portion of income or loss on distributions received from funds and companies.

(3)

The expense adjustment consists of (a) equity-based compensation expense of $22,779, (b) consolidated fund expenses of $6,704, (c) expenses incurred by the Intermediate Holding Companies of $140, (d) $1,976 of acquisition-related items, (e) $54,409 related to the Brookfield transaction, (f) $720 of net losses related to foreign-currency hedging activities, and (g) $4,579 of reimbursements grossed-up as revenues for GAAP reporting, but netted with expenses for distributable earnings.


(4)	The interest expense adjustment removes interest expense of the consolidated funds and reclassifies interest income from other income of consolidated funds.


(5)	The adjustment to other income (expense), net represents adjustments related to (a) the reclassification of $778 in net losses related to foreign-currency hedging activities from general and administrative expense and the amortization of make-whole premium expenses.


(6)	The adjustment to other income of consolidated funds removes interest, dividend and other investment income attributable to third-party investors in our consolidated funds, and reclassifies interest income to interest expense, net.



	For the Three Months Ended September 30, 2018
	Consolidated			Adjustments			Distributable Earnings
	(in thousands)
Management fees ⁽¹⁾	$	175,195		$	21,861		$	197,056
Incentive income ⁽¹⁾	66,032			8,456			74,488
Realized investment income proceeds ⁽²⁾	—			48,278			48,278
Total expenses ⁽³⁾	(191,167		)	18,889			(172,278		)
Interest expense, net ⁽⁴⁾	(39,456		)	37,259			(2,197		)
Investment income ⁽²⁾	58,196			(58,196		)	—
Other income (expense), net ⁽⁵⁾	5,629			(2,905		)	2,724
Other income of consolidated funds ⁽⁶⁾	75,230			(75,230		)	—
Income taxes	(6,568		)	6,346			(222		)
Net income attributable to non-controlling interests in consolidated funds	(14,427		)	14,427			—
Net income attributable to non-controlling interests in consolidated subsidiaries	(72,005		)	72,005			—
Net income attributable to preferred unitholders	(3,909		)	—			(3,909		)
Net income attributable to OCG Class A unitholders / Distributable earnings	$	52,750		$	91,190		$	143,940

(1)

The adjustment (a) adds back amounts earned from the consolidated funds, (b) reclassifies DoubleLine investment income of $18,350 to management fees and $520 to incentive income, (c) for management fees, reclassifies $46 of net losses related to foreign-currency hedging activities from general and administrative expense and $2,835 of expense reimbursements grossed-up for GAAP reporting, but netted with expenses for distributable earnings, and (d) adds back the effect of $7,395 related to unrealized incentive income.


(2)	Distributable earnings excludes investment income or loss and includes the portion of income or loss on distributions received from funds and companies.

(3)

The expense adjustment consists of (a) equity-based compensation expense of $14,747, (b) consolidated fund expenses of $3,620, (c) expenses incurred by the Intermediate Holding Companies of $239, (d) incentive income compensation expense related to unrealized incentive income of $4,214, (e) $1,703 of acquisition-related items, (f) $41 of net gains related to foreign-currency hedging activities, and (g) $2,835 of reimbursements grossed-up as revenues for GAAP reporting, but netted with expenses for distributable earnings.


(4)	The interest expense adjustment removes interest expense of the consolidated funds and reclassifies interest income from other income of consolidated funds.


(5)	The adjustment to other income (expense), net represents adjustments related to (a) the reclassification of $160 in net losses related to foreign-currency hedging activities from general and administrative expense and the amortization of make-whole premium expenses.


(6)	The adjustment to other income of consolidated funds removes interest, dividend and other investment income attributable to third-party investors in our consolidated funds, and reclassifies interest income to interest expense, net.



	For the Nine Months Ended September 30, 2019
	Consolidated			Adjustments			Distributable Earnings
	(in thousands)
Management fees ⁽¹⁾	$	524,798		$	64,897		$	589,695
Incentive income ⁽¹⁾	260,290			292,776			553,066
Realized investment income proceeds ⁽²⁾	—			91,047			91,047
Total expenses ⁽³⁾	(748,842		)	7,460			(741,382		)
Interest expense, net ⁽⁴⁾	(149,643		)	146,386			(3,257		)
Investment income ⁽²⁾	121,804			(121,804		)	—
Other income (expense), net ⁽⁵⁾	58			(9,002		)	(8,944		)
Other income of consolidated funds ⁽⁶⁾	287,713			(287,713		)	—
Income taxes	(11,148		)	9,890			(1,258		)
Net income attributable to non-controlling interests in consolidated funds	(82,234		)	82,234			—
Net income attributable to non-controlling interests in consolidated subsidiaries	(109,259		)	109,259			—
Net income attributable to preferred unitholders	(20,487		)	—			(20,487		)
Net income attributable to OCG Class A unitholders / Distributable earnings	$	73,050		$	385,430		$	458,480

(1)

The adjustment (a) adds back amounts earned from the consolidated funds, (b) reclassifies DoubleLine investment income of $52,319 to management fees and $4,600 to incentive income, (c) for management fees, reclassifies $2,582 of net gains related to foreign-currency hedging activities from general and administrative expense and $9,543 of expense reimbursements grossed-up for GAAP reporting, but netted with expenses for distributable earnings, and (d) adds back the effect of $288,176 related to unrealized incentive income.


(2)	Distributable earnings excludes investment income or loss and includes the portion of income or loss on distributions received from funds and companies.

(3)

The expense adjustment consists of (a) equity-based compensation expense of $59,756, (b) consolidated fund expenses of $13,767 (c) expenses incurred by the Intermediate Holding Companies of $810, (d) incentive income compensation expense related to unrealized incentive income of $156,166, (e) $10,895 of acquisition-related items, (f) $71,196 related to the Brookfield transaction, (g) $2,338 of net losses related to foreign-currency hedging activities, and (h) $9,543 of reimbursements grossed-up as revenues for GAAP reporting, but netted with expenses for distributable earnings.


(4)	The interest expense adjustment removes interest expense of the consolidated funds and reclassifies interest income from other income of consolidated funds.


(5)	The adjustment to other income (expense), net represents adjustments related to (a) the reclassification of $768 in net losses related to foreign-currency hedging activities from general and administrative expense and the amortization of make-whole premium expenses.


(6)	The adjustment to other income of consolidated funds removes interest, dividend and other investment income attributable to third-party investors in our consolidated funds, and reclassifies interest income to interest expense, net.



	For the Nine Months Ended September 30, 2018
	Consolidated			Adjustments			Distributable Earnings
	(in thousands)
Management fees ⁽¹⁾	$	538,706		$	57,232		$	595,938
Incentive income ⁽¹⁾	253,125			108,272			361,397
Realized investment income proceeds ⁽²⁾	—			126,806			126,806
Total expenses ⁽³⁾	(626,809		)	13,585			(613,224		)
Interest expense, net ⁽⁴⁾	(115,504		)	107,498			(8,006		)
Investment income ⁽²⁾	149,682			(149,682		)	—
Other income (expense), net ⁽⁵⁾	7,240			(8,935		)	(1,695		)
Other income of consolidated funds ⁽⁶⁾	157,641			(157,641		)	—
Income taxes	(17,832		)	12,724			(5,108		)
Net income attributable to non-controlling interests in consolidated funds	(17,792		)	17,792			—
Net income attributable to non-controlling interests in consolidated subsidiaries	(187,945		)	187,945			—
Net income attributable to preferred unitholders	(3,909		)	—			(3,909		)
Net income attributable to OCG Class A unitholders / Distributable earnings	$	136,603		$	315,596		$	452,199

(1)

The adjustment (a) adds back amounts earned from the consolidated funds, (b) reclassifies DoubleLine investment income of $54,063 to management fees and $620 to incentive income, (c) for management fees, reclassifies $4,234 of net losses related to foreign-currency hedging activities from general and administrative expense and $9,508 of expense reimbursements grossed-up for GAAP reporting, but netted with expenses for distributable earnings, and (d) adds back the effect of $107,581 related to unrealized incentive income.


(2)	Distributable earnings excludes investment income or loss and includes the portion of income or loss on distributions received from funds and companies.

(3)

The expense adjustment consists of (a) equity-based compensation expense of $44,614, (b) consolidated fund expenses of $11,819, (c) expenses incurred by the Intermediate Holding Companies of $984, (d) incentive income compensation expense related to unrealized incentive income of $55,607, (e) $443 of acquisition-related items, (f) $1,824 of net losses related to foreign-currency hedging activities, and (g) $9,508 of reimbursements grossed-up as revenues for GAAP reporting, but netted with expenses for distributable earnings.


(4)	The interest expense adjustment removes interest expense of the consolidated funds and reclassifies interest income from other income of consolidated funds.


(5)	The adjustment to other income (expense), net represents adjustments related to (a) the reclassification of $700 in net losses related to foreign-currency hedging activities from general and administrative expense and the amortization of make-whole premium expenses.


(6)	The adjustment to other income of consolidated funds removes interest, dividend and other investment income attributable to third-party investors in our consolidated funds, and reclassifies interest income to interest expense, net.

GAAP Statement of Financial Condition (Unaudited)

We manage our financial condition without the consolidation of our funds. Since our founding, we have managed our financial condition in a way that builds our capital base and maintains sufficient liquidity for known and anticipated uses of cash. We have issued debt largely to help fund our corporate investments in funds and companies, favoring longer terms to better match the multi-year nature of our typical investments. Our assets do not include accrued incentives (fund level), an off-balance sheet metric, nor do they reflect the fair-market value of our 20% interest in DoubleLine, which is carried at cost, as adjusted under the equity method of accounting.

The following table presents our unaudited condensed consolidating statement of financial condition:



	As of September 30, 2019
	Oaktree and Operating Subsidiaries		Consolidated Funds		Eliminations			Consolidated
	(in thousands)
Assets:
Cash and cash-equivalents	$	356,431	$	—	$	—		$	356,431
U.S. Treasury and other securities	24,025		—		—			24,025
Corporate investments	1,985,916		—		(844,684		)	1,141,232
Deferred tax assets	441,322		—		—			441,322
Operating lease assets	102,608		—		—			102,608
Receivables and other assets	679,795		—		(3,747		)	676,048
Assets of consolidated funds	—		8,997,529		—			8,997,529
Total assets	$	3,590,097	$	8,997,529	$	(848,431	)	$	11,739,195
Liabilities and Capital:
Liabilities:
Accounts payable and accrued expenses	$	403,238	$	—	$	(1,362	)	$	401,876
Due to affiliates	179,478		—		—			179,478
Debt obligations	746,343		—		—			746,343
Operating lease liabilities	131,282		—		—			131,282
Liabilities of consolidated funds	—		7,252,625		(183,627		)	7,068,998
Total liabilities	1,460,341		7,252,625		(184,989		)	8,527,977
Non-controlling redeemable interests in consolidated funds	—		—		1,081,462			1,081,462
Capital:
Capital attributable to OCG preferred unitholders	400,584		—		—			400,584
Capital attributable to OCG Class A unitholders	1,165,087		405,960		(405,960		)	1,165,087
Non-controlling interest in consolidated subsidiaries	564,085		257,482		(257,482		)	564,085
Non-controlling interest in consolidated funds	—		1,081,462		(1,081,462		)	—
Total capital	2,129,756		1,744,904		(1,744,904		)	2,129,756
Total liabilities and capital	$	3,590,097	$	8,997,529	$	(848,431	)	$	11,739,195

Corporate Investments



	As of
	September 30, 2019			June 30, 2019			September 30, 2018
	(in thousands)
Oaktree funds:
Credit	$	1,153,930		$	1,014,918		$	1,026,207
Private Equity	311,368			283,377			296,224
Real Assets	433,388			366,615			239,208
Listed Equities	51,050			65,700			94,258
Non-Oaktree	41,759			65,618			63,936
Total corporate investments – Non-GAAP	1,991,495			1,796,228			1,719,833
Adjustments ⁽¹⁾	(5,579		)	7,389			33,850
Total corporate investments – Oaktree and operating subsidiaries	1,985,916			1,803,617			1,753,683
Eliminations	(844,684		)	(649,164		)	(698,332		)
Total corporate investments – Consolidated	$	1,141,232		$	1,154,453		$	1,055,351


(1)	This adjusts CLO investments carried at amortized cost to fair value for GAAP reporting.

Liquidity and Capital Resources

We manage our liquidity and capital requirements by focusing on our cash flows before the consolidation of our funds and the effect of normal changes in short-term assets and liabilities. Our primary cash flow activities on an unconsolidated basis involve (a) generating cash flow from operations, (b) generating income from investment activities, including strategic investments in certain third parties, (c) funding capital commitments that we have made to our funds, (d) funding our growth initiatives, (e) distributing cash flow to our Class A and OCGH unitholders, (f) borrowings, interest payments and repayments under credit agreements, our senior notes and other borrowing arrangements, and (g) issuances of, and distributions made on, our preferred units. As of September 30, 2019, Oaktree and its operating subsidiaries had $380.5 million of cash and U.S. Treasury and other securities, and $746 million in outstanding debt, which included no borrowings outstanding against its $500 million revolving credit facility. Our investments in funds and companies on a non-GAAP basis had a carrying value of $2.0 billion as of September 30, 2019.

Ongoing sources of cash include (a) management fees, which are collected monthly or quarterly, (b) incentive income, which is volatile and largely unpredictable as to amount and timing, and (c) distributions stemming from our corporate investments in funds and companies. As of September 30, 2019, corporate investments of $2.0 billion included unrealized investment income proceeds of $358 million, of which $118 million was in closed-end funds in their liquidation period. We primarily use cash flow from operations and distributions from our corporate investments to pay compensation and related expenses, general and administrative expenses, income taxes, debt service, capital expenditures and distributions. This same cash flow, together with proceeds from equity and debt issuances, is also used to fund corporate investments, fixed assets and other capital items. If there were insufficient cash flow from operations to fund quarterly or tax distributions by the Oaktree Operating Group entities, we expect that these distributions would not be made. We believe that we have sufficient access to cash from existing balances, our operations and the revolving credit facility described below to fund our operations and commitments.

Distributions on the preferred units are discretionary and non-cumulative. We may redeem, at our option, out of funds legally available, the preferred units, in whole or in part, at any time on or after June 15, 2023 in respect of the Series A preferred units or September 15, 2023 in respect of the Series B preferred units, at a price of $25.00 per preferred unit plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the preferred units have no right to require the redemption of such preferred units.

Consolidated Cash Flows

The accompanying condensed consolidated statements of cash flows include our consolidated funds, despite the fact that we typically have only a minority economic interest in those funds. The assets of consolidated funds, on a gross basis, are larger than the assets of our business and, accordingly, have a substantial effect on the cash flows reflected in our condensed consolidated statements of cash flows. The primary cash flow activities of our consolidated funds involve:


•	raising capital from third-party investors;


•	using the capital provided by us and third-party investors to fund investments and operating expenses;


•	financing certain investments with indebtedness;


•	generating cash flows through the realization of investments, as well as the collection of interest and dividend income; and


•	distributing net cash flows to fund investors and to us.

Because our consolidated funds are either treated as investment companies for accounting purposes or represent CLOs whose primary operations are investing activities, their investing cash flow amounts are included in our cash flows from operations. We believe that each of the consolidated funds and Oaktree has sufficient access to cash to fund their respective operations in the near term.

Significant amounts from our condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are discussed below.

Operating Activities

Operating activities used $2,796.2 million and $138.6 million of cash for the first nine months of 2019 and 2018, respectively. These amounts principally reflected net income, net of non-cash adjustments, and net purchases of securities of the consolidated funds in each respective period.

Investing Activities

Investing activities provided $635.4 million and used $263.5 million of cash for the first nine months of 2019 and 2018, respectively. Net activity from purchases, maturities and sales of U.S. Treasury and other securities included net proceeds of $522.4 million and net purchases of $293.3 million for the first nine months of 2019 and 2018, respectively. Corporate investments in funds and companies of $254.5 million and $212.4 million for the first nine months of 2019 and 2018, respectively, consisted of the following:



	Nine Months Ended September 30,
	2019			2018
	(in thousands)
Funds	$	898,560		$	469,702
Eliminated in consolidation	(644,082		)	(257,275		)
Total investments	$	254,478		$	212,427

Distributions and proceeds from corporate investments in funds and companies of $373.9 million and $245.8 million for the first nine months of 2019 and 2018, respectively, consisted of the following:



	Nine months Ended September 30,
	2019			2018
	(in thousands)
Funds	$	695,110		$	356,702
Eliminated in consolidation	(321,194		)	(110,901		)
Total proceeds	$	373,916		$	245,801

Purchases of fixed assets were $6.4 million and $3.5 million for the first nine months of 2019 and 2018, respectively.

Financing Activities

Financing activities provided $2,415.9 million and $309.4 million of cash for the first nine months of 2019 and 2018, respectively, and included: (a) net contributions from non-controlling interests in consolidated funds of $412.6 million and net distributions to non-controlling interests in consolidated funds $129.0 million; (b) distributions to unitholders of $815.4 million and $383.4 million; (c) net unit purchases of $12.2 million and $12.0 million; (d) proceeds from CLO debt obligations of $3,892.4 million and $1,170.3 million and repayments of $1,188.5 million and $729.5 million, and (e) payments of debt issuance costs of $3.1 million and $4.0 million. Additionally, the first nine months of 2019 included borrowings of $505.5 million and repayments of $372.0 million related to consolidated funds.

Future Sources and Uses of Liquidity

We expect to continue to make distributions to our preferred unitholders in accordance with their contractual terms and to the common equity holders of the Oaktree Operating Group pursuant to our distribution policy. In the future, we may also issue additional preferred units or debt securities with the objective of increasing our available capital. In addition, we may, from time to time, repurchase our preferred units in open market or privately negotiated purchases or otherwise, redeem our preferred units pursuant to the terms of their respective governing documents, or repurchase OCGH units.

In addition to our ongoing sources of cash that include management fees, incentive income and distributions related to our corporate investments in funds and companies, we also have access to liquidity through our debt financings, credit agreements and equity financings. We believe that the sources of liquidity described below will be sufficient to fund our working capital requirements for at least the next twelve months.

Debt Financings

In March 2018, Oaktree Capital Management, L.P., Oaktree Capital II, L.P., Oaktree AIF Investments, L.P., and Oaktree Capital I, L.P. (collectively, the “Borrowers”) entered into the Fourth Amendment to Credit Agreement (the “Fourth Amendment”), which amended the credit agreement dated as of March 31, 2014 (as amended through and including the Third Amendment, the “Credit Agreement”). The Credit Agreement consists of a $150 million fully-funded term loan, and a $500 million revolving credit facility (the “Revolver”). The Fourth Amendment extended the maturity date of the Credit Agreement from March 31, 2021 to March 29, 2023, at which time the entire remaining principal balance of $150 million will be due, and provides the Borrowers with the option to extend the new maturity date by one year if the lenders holding at least 50% of the aggregate amount of the term loan and the revolving loan commitment thereunder on the date of the Borrowers’ extension request consent to such extension. The Fourth Amendment also favorably updated the commitment fee in the corporate ratings-based pricing grid, increased the maximum leverage ratio and made certain other amendments to the provisions of the Credit Agreement. Borrowings under the Credit Agreement generally bear interest at a spread to either LIBOR or an alternative base rate. Based on the current credit ratings of Oaktree Capital Management, L.P., the interest rate on borrowings is LIBOR plus 1.00% per annum and the commitment fee on the unused portions of the Revolver is 0.10% per annum. The Credit Agreement contains customary financial covenants and restrictions, including (after giving effect to the Fourth Amendment) covenants regarding a maximum leverage ratio of 3.50-to-1.00 and a minimum required level of assets under management (as defined in the credit agreement). As of September 30, 2019, we had no outstanding borrowings under our $500 million revolving credit facility.

In December 2017, our indirect subsidiary, Oaktree Capital Management, L.P., issued and sold to certain accredited investors $250 million of 3.78% senior notes due 2032 (the “2032 Notes”). The 2032 Notes are senior unsecured obligations of the issuer, jointly and severally guaranteed by our indirect subsidiaries, Oaktree Capital I, L.P., Oaktree Capital II, L.P. and Oaktree AIF Investments, L.P. The proceeds from the sale of the 2032 Notes and cash on hand were used to redeem the $250 million of 6.75% Senior Notes due 2019 and to pay the related make-whole premium to holders thereof. In connection with the Notes offering, we entered into a cross-currency swap agreement to euros, reducing the interest cost to 1.95% per year. The 2032 Notes provide for certain affirmative and negative covenants, including financial covenants relating to the issuer’s and guarantors’ combined leverage ratio and minimum assets under management. In addition, the 2032 Notes contain customary representations and warranties of the issuer and the guarantors, and customary events of default, in certain cases, subject to cure periods. The issuer may prepay all, or from time to time any part of, the 2032 Notes at any time, subject to the issuer’s payment of the applicable make-whole amount determined with respect to such principal amount prepaid. Upon the occurrence of a change of control, the issuer will be required to make an offer to prepay the 2032 Notes together with the applicable make-whole amount determined with respect to such principal amount prepaid.

In July 2016, Oaktree Capital Management, L.P., issued and sold to certain accredited investors $100 million of 3.69% senior notes due July 12, 2031 (the “2031 Notes”). The 2031 Notes are senior unsecured obligations of the issuer, jointly and severally guaranteed by Oaktree Capital I, L.P., Oaktree Capital II, L.P. and Oaktree AIF Investments, L.P. pursuant to a note and guaranty agreement. The proceeds from the sale of the 2031 Notes were used to simultaneously repay $100 million of borrowings outstanding under our $250 million term loan due March 31, 2021. The 2031 Notes provide for certain affirmative and negative covenants, including financial covenants relating to the issuer’s and guarantors’ combined leverage ratio and minimum assets under management. In addition, the 2031 Notes contain customary representations and warranties of the issuer and the guarantors, and customary events of default, in certain cases, subject to cure periods. The issuer may prepay all, or from time to time any part of, the 2031 Notes at any time, subject to the issuer’s payment of the applicable make-whole amount determined with respect to such principal amount prepaid. Upon the occurrence of a change of control, the issuer will be required to make an offer to prepay the 2031 Notes together with the applicable make-whole amount determined with respect to such principal amount prepaid.

In September 2014, Oaktree Capital Management, L.P. issued and sold to certain accredited investors $50 million aggregate principal amount of 3.91% Senior Notes, Series A, due September 3, 2024 (the “Series A Notes”), $100 million aggregate principal amount of 4.01% Senior Notes, Series B, due September 3, 2026 (the “Series B Notes”) and $100 million aggregate principal amount of 4.21% Senior Notes, Series C, due September 3, 2029 (the “Series C Notes” and together with the Series A Notes and the Series B Notes, the “Senior Notes”) pursuant to a note and guarantee agreement. The Senior Notes are senior unsecured obligations of the issuer, guaranteed on a joint and several basis by Oaktree Capital I, L.P., Oaktree Capital II, L.P. and Oaktree AIF Investments, L.P. Interest on the 2014 Notes is payable semi-annually. The Senior Notes provide for certain affirmative and negative covenants, including financial covenants relating to the issuer’s and guarantors’ combined leverage ratio and minimum assets under management. In addition, the Senior Notes contain customary representations and warranties of the issuer and the guarantors, and customary events of default, in certain cases, subject to cure periods. The issuer may prepay all, or from time to time any part of, the Senior Notes at any time, subject to the issuer’s payment of the applicable make-whole amount determined with respect to such principal amount prepaid. Upon the occurrence of a change of control, the issuer will be required to make an offer to prepay the Senior Notes together with the applicable make-whole amount determined with respect to such principal amount prepaid.

Preferred Unit Issuances

On May 17, 2018, we issued 7,200,000 of our 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 to us. 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. The first distribution was paid on September 17, 2018. Distributions on the Series A preferred units are non-cumulative.

On August 9, 2018, we issued 9,400,000 of our 6.550% Series B preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $226.9 million in net proceeds to us. Distributions on the Series B 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. The first distribution was paid on December 17, 2018. Distributions on the Series B preferred units are non-cumulative.

Unless distributions have been declared and paid or declared and set apart for payment on the preferred units for a quarterly distribution period, during the remainder of that distribution period we may not repurchase any common units or any other units that are junior in rank, as to the payment of distributions, to the preferred units and we may not declare or pay or set apart payment for distributions on any common units or junior units for the remainder of that distribution period, other than certain Permitted Distributions (as defined in the unit designation related to the applicable preferred units (each, the “Preferred Unit Designation”)).

We may redeem, at our option, out of funds legally available, the preferred units, in whole or in part, at any time on or after June 15, 2023 in respect of the Series A preferred units or September 15, 2023 in respect of the Series B preferred units, at a price of $25.00 per preferred unit plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the preferred units have no right to require the redemption of the preferred units.

If a Change of Control Event (as defined in the applicable Preferred Unit Designation) occurs prior to June 15, 2023 in respect of the Series A preferred units or September 15, 2023 in respect of the Series B preferred units, we may, at our option, out of funds legally available, redeem the applicable preferred units, in whole but not in part, upon

at least 30 days’ notice, within 60 days of the occurrence of such Change of Control Event, at a price of $25.25 per preferred unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions.

If a Tax Redemption Event or Rating Agency Event (each, as defined in the applicable Preferred Unit Designation) occurs prior to June 15, 2023 in respect of the Series A preferred units or September 15, 2023 in respect of the Series B preferred units, we may, at our option, out of funds legally available, redeem the applicable preferred units, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such Tax Redemption Event or Rating Agency Event, at a price of $25.50 per preferred unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions.

The preferred units are not convertible into Class A units or any other class or series of our interests or any other security. Holders of the preferred units do not have any of the voting rights given to holders of our Class A units, except that holders of the preferred units are entitled to certain voting rights under certain conditions.

Tax Receivable Agreement

Oaktree Holdings, Inc., Oaktree AIF Holdings, Inc., Oaktree Capital II, L.P., Oaktree Capital Management, L.P., Oaktree Investment Holdings, L.P., Oaktree AIF Investments, L.P. and certain other parties thereto previously entered into a tax receivable agreement (the “Original TRA”) with OCGH unitholders that, as amended, provided for the payment to an exchanging or selling OCGH unitholder of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that they actually realized (or are deemed to realize in the case of an early termination payment by Oaktree Holdings, Inc. or Oaktree AIF Holdings, Inc., or a change of control) as a result of an increase in the tax basis of the assets owned by the Oaktree Operating Group. When an exchange of OCGH units results in an increase to the tax basis of the assets owned by the Oaktree Operating Group, a deferred tax asset and an associated liability for payments to OCGH unitholders under the tax receivable agreement are recorded, subject to realizability considerations. The establishment of a deferred tax asset increases additional paid-in capital because the transactions are between Oaktree and its unitholders.

Upon the closing of the Mergers, Oaktree entered into a Third Amended and Restated Tax Receivable Agreement (the “TRA Amendment”), which amended and restated the Original TRA. Pursuant to the TRA Amendment, the Original TRA no longer applies and no Tax Benefit Payments (as defined in the Original TRA) will be made with respect to any exchanges of OCGH Units that occur on or after March 13, 2019. With respect to any exchanges of OCGH Units that occurred prior to March 13, 2019, the TRA Amendment provides that Tax Benefit Payments will continue to be made with respect to such exchanges in accordance with the Original TRA (as amended in certain respects, including that such payments will be calculated without taking into account any tax attributes of Brookfield).

Upon the Merger, the tax basis of the assets owned by the Oaktree Operating Group increased and as a result the Company recorded an increase of $212.0 million to its total deferred tax assets. In accordance with the above, there was no associated tax receivable agreement liability recorded with this exchange and the entire amount resulted in a corresponding increase to additional paid-in capital.

Assuming no further material changes in the relevant tax law and that Oaktree earns sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, as of September 30, 2019, future payments of this nature were estimated to aggregate $12.0 million over the period ending approximately in 2029 with respect to the 2007 private offering, $30.5 million over the period ending approximately in 2034 with respect to the initial public offering, $43.2 million over the period ending approximately in 2035 with respect to the public offering in May 2013, $33.0 million over the period ending approximately in 2036 with respect to the public offering in March 2014, $28.1 million over the period ending approximately in 2037 with respect to the public offering in March 2015, and $31.3 million over the period ending approximately in 2040 with respect to the public offering in February 2018.

For the nine months ended September 30, 2019, $10.0 million was paid under the Original TRA.

Capital Requirements of Regulated Entities

We are required to maintain minimum net capital balances for regulatory purposes in the U.S. and certain non-U.S. jurisdictions in which we do business, which are met in part by retaining cash and cash-equivalents in those jurisdictions. As a result, we may be restricted in our ability to transfer cash between different jurisdictions. As of September 30, 2019, we were required to maintain approximately $170.2 million in net capital at these subsidiaries and were in compliance with all regulatory minimum net capital requirements as of such date.

Contractual Obligations, Commitments and Contingencies

In the ordinary course of business, Oaktree and our consolidated funds enter into contractual arrangements that may require future cash payments. The following table sets forth information related to anticipated future cash payments as of September 30, 2019:



	Remainder of 2019		2020-2021		2022-2023		Thereafter		Total
	(in thousands)
Oaktree and Operating Subsidiaries:
Operating lease obligations ⁽¹⁾	$	4,874	$	36,419	$	33,689	$	84,617	$	159,599
Debt obligations payable ⁽²⁾	—		—		150,000		600,000		750,000
Interest obligations on debt ⁽³⁾	6,968		55,897		52,448		148,671		263,984
Tax receivable agreement	—		28,305		39,639		110,096		178,040
Contingent consideration ⁽⁴⁾	6,405		—		—		—		6,405
Commitments to Oaktree and third-party funds ⁽⁵⁾	365,148		—		—		—		365,148
Subtotal	383,395		120,621		275,776		943,384		1,723,176
Consolidated Funds:
Debt obligations payable ⁽²⁾	—		—		—		976,470		976,470
Interest obligations on debt ⁽³⁾	8,271		66,168		66,168		147,589		288,196
Debt obligations of CLOs ⁽²⁾	600,481		169,372		—		4,822,368		5,592,221
Interest on debt obligations of CLOs ⁽³⁾	39,512		268,589		267,511		844,228		1,419,840
Commitments to fund investments ⁽⁶⁾	21,421		—		—		—		21,421
Total	$	669,685	$	504,129	$	333,679	$	6,790,655	$	8,298,148

(1)

We lease our office space under agreements that expire periodically through 2031. The table includes both guaranteed and expected minimum lease payments for these leases and does not project other lease-related payments. These leases are classified as operating leases for financial statement purposes and as are recorded as operating lease right-of-use assets and operating lease liabilities in our consolidated statements of financial condition.


(2)	These obligations represent future principal payments, gross of debt issuance costs, and for CLOs, the par value.


(3)	Interest obligations include accrued interest on outstanding indebtedness. Where applicable, current interest rates are applied to estimate future interest obligations on variable-rate debt.


(4)	This represents the undiscounted contingent consideration obligation as of September 30, 2019. Due to uncertainty in the timing of payment, if any, the entire amount is presented in the 2019 column. Please see note 17 to our condensed consolidated financial statements for more information.


(5)	These obligations represent commitments by us to provide general partner capital funding to our funds and limited partner capital funding to funds managed by unaffiliated third parties. These amounts are generally due on demand and are therefore presented in the 2019 column. Capital commitments are expected to be called over a period of several years.


(6)	These obligations represent commitments by our funds to make investments or fund uncalled contingent commitments. These amounts are generally due either on demand or by various contractual dates that vary by investment and are therefore presented in the 2019 column. Capital commitments are expected to be called over a period of several years.

In some of our service contracts or management agreements, we have agreed to indemnify third-party service providers or separate account clients under certain circumstances. The terms of the indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined and has neither been included in the above table nor recorded in our condensed consolidated financial statements as of September 30, 2019.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements. Please see note 17 to our condensed consolidated financial statements included elsewhere in this quarterly report for information on our commitments and contingencies.

Critical Accounting Policies

We prepare our condensed consolidated financial statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our condensed consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective and subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe our critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates or judgments. For a summary of our significant accounting policies, please see the notes to our condensed consolidated financial statements included elsewhere in this quarterly report and the notes to our consolidated financial statements in our annual report. For a summary of our critical accounting policies, please see “Management’s Discussion and Analysis of Financial Condition and Result of Operations—Critical Accounting Policies” in our annual report.

The table below summarizes the fair value of the investments and other financial instruments held by our consolidated funds by fund structure and fair-value hierarchy levels and the debt obligations of our CLOs for each period presented in our condensed consolidated statements of financial condition (in thousands):



As of September 30, 2019	Level I		Level II			Level III		Total

Closed-end funds	$	—	$	6,940,821		$	336,826	$	7,277,647
Open-end funds	476		646,710			37,753		684,939
Evergreen funds	2,662		118,002			184,460		305,124
Total	$	3,138	$	7,705,533		$	559,039	$	8,267,710

CLO debt obligations	$	—	$	(5,553,144	)	$	—	$	(5,553,144	)



As of December 31, 2018	Level I		Level II			Level III		Total

Closed-end funds	$	—	$	5,331,300		$	93,428	$	5,424,728
Open-end funds	1,386		790,203			183,965		975,554
Evergreen funds	21,311		60,475			48,529		130,315
Total	$	22,697	$	6,181,978		$	325,922	$	6,530,597

CLO debt obligations	$	—	$	(4,127,994	)	$	—	$	(4,127,994	)

Recent Accounting Developments

Please see note 2 to our condensed consolidated financial statements included elsewhere in this quarterly report for information regarding recent accounting developments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to a broad range of risks inherent in the financial markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, counterparty risk and foreign exchange-rate risk. Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of our investment approach, investment strategies, fundraising practices or other business activities that are designed to benefit, either in relative or absolute terms, from periods of economic weakness, tighter credit or financial market dislocations.

Our predominant exposure to market risk is related to our role as general partner or investment adviser to our funds and as an investor in our CLOs, and the sensitivities to movements in the fair value of their investments on management fees, incentive income and investment income, as applicable. The fair value of the financial assets and liabilities of our funds and CLOs may fluctuate in response to changes in, among many factors, the fair value of securities, foreign-exchange rates, commodities prices and interest rates.

Price Risk

Impact on Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investments

As of September 30, 2019, we had investments, at fair value of $8.3 billion related to our consolidated funds, primarily consisting of investments held by our CLOs. We estimate that a 10% decline in market values would result in a decrease in unrealized appreciation (depreciation) on the consolidated funds’ investments of $826.7 million. Of this decline, approximately $323.7 million would impact net income and $198.1 million would impact net income attributable to OCG Class A unitholders, with the remainder attributable to non-controlling interests and third-party debt holders in our CLOs. The magnitude of the impact on net income is largely affected by the percentage of our equity ownership interest and levered nature of our CLO investments.

Impact on Management Fees (before consolidation of funds)

Management fees are generally assessed in the case of (a) our open-end and evergreen funds, based on NAV, and (b) our closed-end funds, based on committed capital, drawn capital or cost basis during the investment period and, during the liquidation period, based on the lesser of (i) the total funded committed capital or (ii) the cost basis of assets remaining in the fund. Management fees are affected by changes in market values to the extent they are based on NAV. For the nine months ended September 30, 2019 and 2018, NAV-based management fees represented approximately 35% and 37%, respectively, of total management fees. Based on investments held as of September 30, 2019, we estimate that a 10% decline in market values of the investments held in our funds would result in an approximate $6.3 million decrease in the amount of quarterly management fees. These estimated effects are without regard to a number of factors that would be expected to increase or decrease the magnitude of the change to degrees that are not readily quantifiable, such as the use of leverage facilities in certain of our funds or the timing of fund flows.

Impact on Incentive Income (before consolidation of funds)

Incentive income is recognized only when it is probable that a significant reversal will not occur, which in the case of (a) our closed-end funds, generally occurs only after all contributed capital and an annual preferred return on that capital (typically 8%) have been distributed to the fund’s investors and (b) our active evergreen funds, generally occurs as of December 31, based on the increase in the fund’s NAV during the year, subject to any high-water marks or hurdle rates. In the case of closed-end funds, the link between short-term fluctuations in market values and a particular period’s incentive income may in part be indirect. Thus the effect on incentive income of a 10% decline in market values is not readily quantifiable. A decline in market values would be expected to cause a decline in incentive income.

Impact on Investment Income (before consolidation of funds)

Investment income or loss arises from our pro-rata share of income or loss from our investments, generally in our capacity as general partner in our funds and as an investor in our CLOs and third-party managed funds or companies. This income is directly affected by changes in market risk factors. Based on investments held as of September 30, 2019, a 10% decline in fair values of the investments held in our funds and other holdings would result in a $457.1 million decrease in the amount of investment income. The estimated decline of $457.1 million is greater than 10% of the September 30, 2019 corporate investments balance primarily due to the levered nature of our CLO investments. These estimated effects are without regard to a number of factors that would be expected to

increase or decrease the magnitude of the change to degrees that are not readily quantifiable, such as the use of leverage facilities in certain of our funds, the timing of fund flows or the timing of new investments or realizations.

Exchange-rate Risk

Our business is affected by movements in the exchange rate between the U.S. dollar and non-U.S. dollar currencies in the case of (a) management fees that vary based on the NAV of our funds that hold investments denominated in non-U.S. dollar currencies, (b) management fees received in non-U.S. dollar currencies, (c) operating expenses for our foreign offices that are denominated in non-U.S. dollar currencies, and (d) cash and other balances we hold in non-U.S. dollar currencies. We manage our exposure to exchange-rate risks through our regular operating activities and, when appropriate, through the use of derivative instruments.

We estimate that for the nine months ended September 30, 2019, without considering the impact of derivative instruments, a 10% decline in the average exchange rate of the U.S. dollar would have resulted in the following approximate effects on our operating results:


•	our management fees (relating to (a) and (b) above) would have increased by $7.3 million;


•	our operating expenses would have increased by $12.2 million;


•	OCGH interest in net income of consolidated subsidiaries would have decreased by $2.6 million; and


•	our income tax expense would have decreased by $0.6 million.

These movements would have decreased our net income attributable to OCG Class A unitholders by $1.6 million.

At any point in time, some of the investments held by our closed-end and evergreen funds may be denominated in non-U.S. dollar currencies on an unhedged basis. Changes in currency rates could affect incentive income, incentives created (fund level) and investment income with respect to such closed-end and evergreen funds; however, the degree of impact is not readily determinable because of the many indirect effects that currency movements may have on individual investments.

Credit Risk

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the respective counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.

Interest-rate Risk

As of September 30, 2019, Oaktree and its operating subsidiaries had $746.3 million in debt obligations, consisting of three senior notes issuances and a funded term loan. Each senior notes issuance accrues interest at a fixed rate. The funded term loan accrues interest at a variable rate. As of September 30, 2019, interest expense attributable to Oaktree and its operating subsidiaries would increase by $1.5 million on an annualized basis as a result of a 100-basis point increase in interest rates. Of the $0.4 billion of aggregate cash and U.S. Treasury and other securities as of September 30, 2019, we estimate that Oaktree and its operating subsidiaries would generate an additional $3.8 million in interest income on an annualized basis as a result of a 100-basis point increase in interest rates.

Our consolidated funds have debt obligations, most of which accrue interest at variable rates. Changes in these rates would affect the amount of interest payments that our funds would have to make, impacting future earnings and cash flows. As of September 30, 2019, the consolidated funds had $6.1 billion of principal or par value, as applicable, outstanding under these debt obligations. We estimate that interest expense relating to variable-rate debt would increase on an annualized basis by $61.0 million in the event interest rates were to increase by 100 basis points.

As credit-oriented investors, we are also subject to interest-rate risk through the securities we hold in our consolidated funds. A 100-basis point increase in interest rates would be expected to negatively affect prices of

securities that accrue interest income at fixed rates and therefore negatively impact the net change in unrealized appreciation (depreciation) on consolidated funds’ investments. The actual impact is dependent on the average duration of such holdings. Conversely, securities that accrue interest at variable rates would be expected to benefit from a 100-basis point increase in interest rates because these securities would generate higher levels of current income and therefore positively impact interest and dividend income. In cases where our funds pay management fees based on NAV, we would expect our management fees to experience a change in direction and magnitude corresponding to that experienced by the underlying portfolios.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during our most recent quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of legal proceedings, please see the section entitled “Legal Actions” in note 17 to our condensed consolidated financial statements included elsewhere in this quarterly report, which section is incorporated herein by reference. Also, please see “Item 1A. Risk Factors—Risks Related to Our Business—Extensive regulation in the United States and abroad affects our activities and creates the potential for significant liabilities and penalties that could adversely affect our business and results of operations” in our annual report.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, please see the information under “Risk Factors” in our annual report. There have been no material changes to the risk factors as disclosed in our annual report.

The risks described in our annual report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Under our operating agreement, we are required to issue one Class B unit for each OCGH unit issued. Accordingly, we issued 39,807 Class B units to OCGH on July 1, 2019 and 513,124 Class B units to OCGH on September 26, 2019, which, in the aggregate, corresponded to the number of OCGH units issued by OCGH pursuant to our 2011 Equity Incentive Plan, subject to time-based vesting.

No purchase price was paid by OCGH to the Company for the issuances of the Class B units to OCGH. These issuances, to the extent they constitute sales, were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving any public offering.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

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 September 30, 2019
	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⁾		Unreturne-d Drawn Capital Plus Accrued Preferred Return ⁽⁴⁾		IRR Since Inception ⁽⁵⁾					Multiple of Drawn Capital ⁽⁶⁾
	Start Date	End Date	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⁾		Unreturne-d Drawn Capital Plus Accrued Preferred Return ⁽⁴⁾		Gross			Net		Multiple of Drawn Capital ⁽⁶⁾
Credit	(in millions)
Distressed Debt
Oaktree Opportunities Fund Xb ^(7)(13)	TBD	—	$	8,872	37	%	13	%	$	(150	)	$	—	$	1,042	$	1,166	$	—	$	—	$	1,286	nm			nm		0.9x
Oaktree Opportunities Fund X ⁽⁷⁾	Jan. 2016	Jan. 2019	3,603		86		86		1,122			618		3,584		2,917		72		148		3,108		20.4	%		12.2	%	1.5
Oaktree Opportunities Fund IX ⁽⁷⁾	Jan. 2014	Jan. 2017	5,066		nm		100		948			2,178		3,835		3,652		—		—		5,188		6.1			3.7		1.3
Oaktree Opportunities Fund VIIIb	Aug. 2011	Aug. 2014	2,692		nm		100		997			2,669		1,019		1,228		52		—		1,418		8.8			6.1		1.5
Special Account B	Nov. 2009	Nov. 2012	1,031		nm		100		616			1,660		67		65		16		1		—		13.5			11.1		1.6
Oaktree Opportunities Fund VIII ⁽⁷⁾	Oct. 2009	Oct. 2012	4,507		nm		100		2,559			6,771		294		339		452		46		—		12.8			9.0		1.7
OCM Opportunities Fund VIIb	May 2008	May 2011	10,940		nm		90		9,033			18,582		295		—		1,705		49		—		21.8			16.5		2.0
OCM Opportunities Fund VII	Mar. 2007	Mar. 2010	3,598		nm		100		1,486			4,908		176		—		87		—		384		10.2			7.4		1.5
Legacy funds ⁽⁸⁾	Various	Various	12,748		nm		100		10,773			23,500		22		—		1,626		—		—		23.6			18.5		1.8
																								21.9	%		15.9	%
Private/Alternative Credit
Oaktree European Capital Solutions Fund ^(7)(10)	Dec. 2015	Dec. 2018	€703		99	%	91	%	€100			€278		€458		€	457	€	5	€	9	€412		14.9	%		10.3	%	1.2x
Oaktree European Dislocation Fund ⁽¹⁰⁾	Oct. 2013	Oct. 2016	€294		nm		62		€39			€203		€18		€	17	€	3	€	3	€—		18.6			13.0		1.3
Special Account E ⁽¹⁰⁾	Oct. 2013	Apr. 2015	€379		nm		69		€64			€321		€4		€	3	€	9	€	1	€—		14.2			11.0		1.3
																								15.2	%		10.8	%

Oaktree Mezzanine Fund IV⁽⁹⁾	Oct. 2014	Oct. 2019	$	852	95	%	90	%	$	161		$	347	$	582	$	568	$	6	$	16	$	560	11.4	%		8.4	%	1.2x
Oaktree Mezzanine Fund III ⁽¹¹⁾	Dec. 2009	Dec. 2014	1,592		nm		89		479			1,837		65		51		34		16		—		15.3		10.4 / 9.3			1.4
OCM Mezzanine Fund II	Jun. 2005	Jun. 2010	1,251		nm		88		480			1,694		37		—		—		—		138		10.8			7.2		1.5
OCM Mezzanine Fund ⁽¹²⁾	Oct. 2001	Oct. 2006	808		nm		96		302			1,075		—		—		38		—		—		15.4			10.8 / 10.5		1.5
																								13.0	%		8.7	%
Emerging Markets Debt
Special Account H ⁽¹³⁾	Sep. 2018	Jul. 2022	$	351	49	%	49	%	$	(27	)	$	—	$	146	$	142	$	—	$	—	$	180	nm			nm		0.9x
Oaktree Emerging Markets Opportunities Fund II ⁽¹³⁾	TBD	—	344		41		41		(23		)	3		114		132		—		—		142		nm			nm		0.9
Oaktree Emerging Market Opportunities Fund	Sep. 2013	Sep. 2017	384		nm		78		131			341		88		70		9		14		37		15.9	%		10.9	%	1.5
Special Account F	Jan. 2014	Sep. 2017	253		nm		96		85			275		52		52		7		9		19		15.6			11.2		1.4
																								12.8	%		7.7	%
Private Equity
Corporate Private Equity
Oaktree European Principal Fund IV ^(7)(10)(13)	Jul. 2017	Jul. 2022	€1,119		99	%	97	%	€302			€206		€1,181		€	1,082	€	—	€	58	€1,000		nm			nm		1.3x
Oaktree European Principal Fund III ⁽¹⁰⁾	Nov. 2011	Nov. 2016	€3,164		nm		87		€2,588			€2,511		€2,827		€	2,500	€	154	€	347	€1,603		17.5	%		12.0	%	2.1
OCM European Principal Opportunities Fund II ⁽¹⁰⁾	Dec. 2007	Dec. 2012	€1,759		nm		100		€204			€1,913		€22		€	—	€	29	€	—	€769		6.7			2.2		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 September 30, 2019
	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	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⁾		Gross		Net		Multiple of Drawn Capital ⁽⁶⁾
	(in millions)

Oaktree Power Opportunities Fund V ⁽¹³⁾	Apr. 2019	Apr. 2024	$	1,400	13	%	12	%	$	(16	)	$	—	$	153		$	1,390		$	—	$	—		$	177	nm		nm		1.0x
Oaktree Power Opportunities Fund IV	Nov. 2015	Nov. 2020	1,106		94		94		222			112		1,154			1,078			—		11			1,139		11.8	%	8.2	%	1.3
Oaktree Power Opportunities Fund III	Apr. 2010	Apr. 2015	1,062		nm		73		505			1,045		239			322			50		46			—		20.4		13.1		1.8
Legacy funds ⁽⁸⁾	Various	Various	1,470		nm		63		1,687			2,615		(4		)	—			123		—			—		35.1		27.4		2.8
																											34.2		25.8
Special Situations
Oaktree Special Situations Fund II ^(7)(13)	TBD	—	$	2,204	11	%	4	%	$	—		$	9	$	76		$	234		$	—	$	—		$	36	nm		nm		1.0x
Oaktree Special Situations Fund ⁽⁷⁾	Nov. 2015	Nov. 2018	1,377		100		86		184			190		1,175			1,115			—		12			1,168		14.4	%	8.2	%	1.2x
Other funds:
Oaktree Principal Continuation Fund V ⁽¹³⁾	—	—	$	886	nm		80	%	$	146		$	—	$	853		$	711		$	—	$	14		$	708	nm		nm		1.2x
Oaktree Principal Fund V	Feb. 2009	Feb. 2015	2,827		nm		91		312			2,388		510			613			50		—			2,308		5.9	%	1.9	%	1.3
Special Account C	Dec. 2008	Feb. 2014	505		nm		91		102			490		72			235			21		—			295		7.2		3.5		1.4
OCM Principal Opportunities Fund IV	Oct. 2006	Oct. 2011	3,328		nm		100		2,900			6,166		63			—			554		11			—		12.2		8.8		2.0
Legacy funds ⁽⁸⁾	Various	Various	3,701		nm		100		2,718			6,404		15			—			407		—			—		14.4		11.1		1.8
																											12.8	%	9.0	%
Real Assets
Real Estate
Oaktree Real Estate Opportunities Fund VII ⁽¹⁴⁾	Jan. 2016	Jan. 2020	$	2,921	92	%	92	%	$	716		$	666	$	2,746		$	2,794		$	—	$	148		$	2,189	44.8	%	25.7	%	1.3x
Oaktree Real Estate Opportunities Fund VI	Aug. 2012	Aug. 2016	2,677		nm		100		1,440			2,887		1,230			983			90		188			812		14.4		9.3		1.7
Oaktree Real Estate Opportunities Fund V	Mar. 2011	Mar. 2015	1,283		nm		100		972			2,106		150			96			157		29			—		16.9		12.5		1.9
Special Account D	Nov. 2009	Nov. 2012	256		nm		100		207			435		36			—			17		4			—		14.6		12.7		1.8
Oaktree Real Estate Opportunities Fund IV	Dec. 2007	Dec. 2011	450		nm		100		390			805		36			—			66		8			—		15.6		10.6		2.0
Legacy funds ⁽⁸⁾	Various	Various	2,341		nm		99		2,010			4,326		—			—			232		—			—		15.2		11.9		1.9
																											15.5	%	11.8	%

Oaktree Real Estate Debt Fund II ^(9)(13)	Mar. 2017	Mar. 2020	$	2,087	69	%	39	%	$	123		$	114	$	823		$	1,403		$	—	$	18		$	756	nm		nm		1.2x
Oaktree Real Estate Debt Fund	Sep. 2013	Oct. 2016	1,112		nm		83		219			994		150			162			12		19			11		19.2	%	14.3	%	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⁾	Oct. 2016	Oct. 2020	$	615	99	%	99	%	$	161		$	100	$	669		$	574		$	—	$	31		$	603	14.7	%	10.7	%	1.3x

Infrastructure
Oaktree Transportation Infrastructure Fund ⁽¹³⁾	Dec. 2018	Dec. 2023	$	1,518	33	%	33	%	$	(17	)	$	11	$	466		$	1,296		$	—	$	—		$	507	nm		nm		1.0x
Highstar III Successor Funds ⁽¹³⁾	—	—	1,081		87		87		(8		)	2		931			945			—		—			1,687		nm		nm		1.0
Highstar Capital IV ⁽¹⁶⁾	Nov. 2010	Nov. 2016	2,000		nm		100		(38		)	1,512		857			1,160			—		—			1,645		3.9	%	—	%	1.1
																	29,937		⁽¹⁰⁾			1,295		⁽¹⁰⁾
												Other (17)					7,988					11
												Total (18)					$	37,925				$	1,306


(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 outstanding under a fund-level credit facility (if any), 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 September 30, 2019 was $2.5 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 September 30, 2019 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 September 30, 2019 spot rate of $1.09.


(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 9.3%. The combined net IRR for Class A and Class B interests was 9.9%.


(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 September 30, 2019 was less than 36 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 September 30, 2019, 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 $58 million as of September 30, 2019, 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 September 30, 2019		Twelve Months Ended September 30, 2019						Since Inception through September 30, 2019
	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		Rele- vant Bench- mark		Gross		Net		Rele- vant Bench- mark		Oaktree Gross	Rele- vant Bench- mark
		(in millions)
Credit
High Yield Bonds
U.S. High Yield Bonds	1986		$	11,454	5.7	%	5.2	%	5.6	%	9.0	%	8.5	%	8.2	%	0.78	0.56
Global High Yield Bonds	2010		2,469		5.6		5.0		6.3		6.8		6.3		6.6		1.05	1.05
European High Yield Bonds	1999		421		9.5		8.9		7.9		8.0		7.5		6.4		0.74	0.47

Convertibles
U.S. Convertibles	1987		273		0.3		(0.2	)	4.0		9.1		8.6		8.3		0.49	0.39
Non-U.S. Convertibles	1994		602		1.6		1.1		2.1		7.9		7.3		5.2		0.75	0.38
High Income Convertibles	1989		1,037		4.5		3.9		5.7		10.9		10.1		8.0		1.05	0.60

Senior Loans
U.S. Senior Loans	2008		503		2.2		1.7		3.1		5.7		5.2		5.1		1.05	0.65
European Senior Loans	2009		1,091		3.4		2.9		2.3		7.0		6.5		7.5		1.64	1.61

Multi-Strategy Credit
Multi-Strategy Credit ⁽²⁾	Various		3,278		nm		nm		nm		nm		nm		nm		nm	nm

Listed Equities
Emerging Markets Equities
Emerging Markets Equities	2011		5,227		4.1		3.3		(2.0	)	2.5		1.7		0.8		0.10	0.01
Total			$	26,355


(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 September 30, 2019						Twelve Months Ended September 30, 2019				Since Inception through September 30, 2019
		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	$	5,445	$	5,271	$	10	1.4	%	1.1	%	8.6	%	6.4	%

Distressed Debt
Value Opportunities	2007	990		947		1		(1.2	)	(2.0	)	9.2		5.6

Emerging Markets Debt
Emerging Markets Debt ⁽³⁾	2015	1,197		860		—		(6.1	)	(7.0	)	9.4		6.8

Listed Equities
Value/Other Equities
Value Equities ⁽⁴⁾	2012	733		508		7		2.5		0.9		18.3		13.2
				7,586		18
Other ⁽⁵⁾				828		18
Restructured funds				—		4
Total ⁽²⁾				$	8,414	$	40


(1)	Returns represent time-weighted rates of return.

(2) Includes our publicly-traded BDCs and one closed-end fund with $64 million and $58 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 strategies. The rates of return reflect the performance of a composite of accounts for the Emerging Markets Debt Total Return strategy, 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 certain Real Estate and Multi-Strategy Credit accounts.

100

Item 6. Exhibits

For a list of exhibits filed with this report, refer to the Exhibits Index on the page immediately preceding the exhibits, which Exhibit Index is incorporated herein by reference.

101

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 7, 2019



	Oaktree Capital Group, LLC
	By:	/s/ Daniel D. Levin
	Name:	Daniel D. Levin

	Title:	Chief Financial Officer and Authorized Signatory

102

EXHIBITS INDEX



Exhibit No.	Description of Exhibit

3.1	Restated Certificate of Formation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1, filed with the SEC on June 17, 2011).

3.2	Fifth Amended and Restated Operating Agreement of the registrant dated as of September 30, 2019 and effective as of October 1, 2019 (including Unit Designation, dated as of November 16, 2015, Unit Designation with respect to the Series A Preferred Units, dated May 17, 2018, and Unit Designation with respect to the Series B Preferred Units, dated August 9, 2018) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated October 4, 2019, filed with the SEC on October 4, 2019).

10.1	Third Amended and Restated Exchange Agreement, dated as of September 30, 2019, by and among Atlas Holdings, LLC, Atlas OCM Holdings, LLC, Oaktree Capital Group, LLC, OCM Holdings I, LLC, Oaktree New Holdings, LLC, Oaktree AIF Holdings II, LLC, Oaktree Holdings, Ltd., Oaktree Capital Group Holdings, L.P., Oaktree Capital I, L.P., Oaktree Capital II, L.P., Oaktree Capital Management, L.P., Oaktree Capital Management (Cayman), L.P., Oaktree AIF Investments, L.P., Oaktree Investment Holdings, L.P., OCGH ExchangeCo, L.P. and the other parties thereto.

10.2	Restructuring Agreement, dated as of September 30, 2019, by and among Brookfield Asset Management Inc., Oaktree Capital Group, LLC, Berlin Merger Sub, LLC, Oslo Holdings LLC, Oslo Holdings Merger Sub LLC, Brookfield Holdings Canada Inc., Brookfield US Holdings, Inc., Brookfield US Inc., Atlas Holdings, LLC, Atlas OCM Holdings, LLC, Oaktree Capital Group Holdings, L.P. and the other parties thereto.

10.3	Third Amended and Restated Tax Receivable Agreement, dated as of September 30, 2019, by and among Brookfield Asset Management Inc., Oaktree Holdings, Inc., Oaktree AIF Holdings, Inc., Oaktree Capital II, L.P., Oaktree Capital Management, L.P., Oaktree Investment Holdings, L.P., Oaktree AIF Investments, L.P., Oaktree Capital Group Holdings, L.P. and the other parties thereto.

31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS	XBRL Instance Document.

101.SCH	XBRL Taxonomy Extension Schema Document.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB	XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

103